DEF 14A of 3M Co, Mar 25, 2026

DEF 14A of 3M Co

Filed Mar 25, 2026 · FY20250000066740-26-000151

Open on EDGAR

  1. Director nominees

    Director nominees

  2. Director nominees

    | | David P. Bozeman, 57 Independent President and Chief Executive Officer and Director, C.H. Robinson Worldwide, Inc. Tenure 2025 Committees C&T STS | | Thomas “Tony” K. Brown, 70 Independent Former Group Vice President, Global Purchasing, Ford Motor Company Tenure 2013 Committees A N&G | | William M. Brown, 63 Chairman and Chief Executive Officer, 3M Company Tenure 2024 | | | Audrey Choi, 58 Independent Former Chief Sustainability Officer and Management Committee Member, Morgan Stanley Tenure 2023 Committees N&G STS | | Anne H. Chow, 59 Independent Former Chief Executive Officer, AT&T Business Tenure 2023 Committees C&T STS | | James R. Fitterling, 64 Lead Independent Director Chair of the Board and Chief Executive Officer, Dow Inc. Tenure 2021 Committee C&T | | | Suzan Kereere, 60 Independent President, Global Markets, PayPal Holdings, Inc. Tenure 2022 Committees A C&T | | Neil G. Mitchill, Jr., 50 Independent Executive Vice President and Chief Financial Officer RTX Corporation Tenure 2026 Committees A N&G | | | | | | | | Key | | | | | | | A | Audit | | | | | | C&T | Compensation and Talent | | | | | | STS | Science, Technology & Sustainability | | | Pedro J. Pizarro, 60 Independent President and Chief Executive Officer and Director, Edison International Tenure 2023 Committees N&G STS | | Thomas W. Sweet, 66 Independent Former Chief Financial Officer, Dell Technologies Inc. Tenure 2023 Committees A N&G | | | | | | | | N&G | Nominating and Governance | | | | | | | Chair |

  3. Director nominees

    | 2026 Proxy Statement | 8 |

  4. Elect the 10 director nominees

    Elect the 10 director nominees

  5. identified in this Proxy Statement

    identified in this Proxy Statement •Elect the 10 director nominees identified in this Proxy Statement, each for a term of one year. •Our nominees are distinguished leaders who bring a mix of skills and qualifications to the Board and can represent the interests of all shareholders. •As proven leaders, our nominees are well positioned to guide 3M’s strategic directions.

  6. identified in this Proxy Statement

    | Voting Recommendation | | | | “FOR” each nominee to the Board |

  7. identified in this Proxy Statement

    | | David P. Bozeman, 57 Independent President and Chief Executive Officer and Director, C.H. Robinson Worldwide, Inc. C&T STS | | Thomas “Tony” K. Brown, 70 Independent Former Group Vice President, Global Purchasing, Ford Motor Company A N&G | | William M. Brown, 63 Chairman and Chief Executive Officer, 3M Company | | | Audrey Choi, 58 Independent Former Chief Sustainability Officer and Management Committee Member, Morgan Stanley N&G STS | | Anne H. Chow, 59 Independent Former Chief Executive Officer, AT&T Business C&T STS | | James R. Fitterling, 64 Lead Independent Director Chair of the Board and Chief Executive Officer, Dow Inc. C&T | | | Suzan Kereere, 60 Independent President, Global Markets, PayPal Holding, Inc. A C&T | | Neil G. Mitchill, Jr., 50 Independent Executive Vice President and Chief Financial Officer RTX Corporation A N&G | | | | | | | | Key | | | | | | | A | Audit | | | | | | C&T | Compensation and Talent | | | | | | STS | Science, Technology & Sustainability | | | Pedro J. Pizarro, 60 Independent President and Chief Executive Officer and Director, Edison International N&G STS | | Thomas W. Sweet, 66 Independent Former Chief Financial Officer, Dell Technologies Inc. A N&G | | | | | | | | N&G | Nominating and Governance | | | | | | | Chair |

  8. identified in this Proxy Statement

    | 13 | 3M Company |

  9. identified in this Proxy Statement

    At the 2026 Annual Meeting, 10 directors are to be elected to hold office until the 2027 Annual Meeting of Shareholders and until their successors have been elected and qualified. The Board elected Mr. Neil G. Mitchill, Jr. to the Board effective February 6, 2026, and he is the only current member of the Board who is standing for election by shareholders for the first time. A director search firm assisted with identifying Mr. Mitchill and the Nominating and Governance Committee recommended his election. No additional director nominations are being announced at this time. The Company will continue to refresh its Board of Directors regularly with the skills and experiences deemed most critical for setting strategic objectives and positioning 3M to drive long-term shareholder value. We expect each of our director nominees to be able to serve if elected. If any nominee is not able to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless the Board chooses to reduce the number of directors serving on the Board. Each nominee elected as a director will continue in office until his or her successor has been elected and qualified, or until his or her death, resignation, or retirement. Mr. Gregory R. Page retired from the Company Board on August 11, 2025 after serving since 2016. Mr. David B. Dillon, who has served on the Board since 2015, will retire on May 12, 2026, when his term expires, pursuant to 3M’s mandatory director retirement age policy. We thank both of them for their long service and many contributions to the Board and to the Company. The Nominating and Governance Committee reviewed the Board Membership Criteria (described on page 19) and the specific experiences, qualifications, attributes, and skills of each nominee, including membership(s) on the boards of directors of other public companies. The following pages contain biographical and other information about the nominees. Following each nominee’s biographical information, we have provided information concerning the experiences, qualifications, attributes, and skills that are deemed most critical to 3M’s long-term success and that led the Nominating and Governance Committee and the Board to determine that each nominee should serve as a director. In addition, many of our directors serve or have served on boards and board committees (including as committee chairs) of other public companies, which the Board believes provides them with additional board leadership and governance experience, exposure to best practices, and substantial knowledge and skills that further enhance the functioning of our Board.

  10. identified in this Proxy Statement

    | 2026 Proxy Statement | 14 |

  11. Nominees for director

    Nominees for director

  12. Nominees for director

    | | | | | Reasons for Nomination Dave Bozeman brings over 30 years of leadership experience across supply chain management and logistics, manufacturing, digital operations, and customer service, along with public company board experience. He has a proven track record of delivering shareholder value at industry-leading corporations by transforming complex operating models and optimizing supply chain strategies through economic cycles. Experience & Qualifications •As President and CEO of C.H. Robinson Worldwide (NASDAQ: CHRW) (since 2023), one of the largest global logistics companies in the world, Mr. Bozeman oversees $30B in freight under management and 20 million shipments annually. Under his leadership, the company has accelerated its technology-focused solutions and strengthened customer-centric innovation to deliver sustainable shareholder growth. •Mr. Bozeman has deep insights into manufacturing and supply chain processes, with a track record of reinventing large-scale operations. At Amazon (NASDAQ: AMZN) (2017-2022), he led global supply chain optimization for global customer delivery, following senior roles at Caterpillar (NYSE: CAT) (2008-2017) and Harley-Davidson (NYSE: HOG) (1992-2008) focused on driving manufacturing process efficiencies and performance improvements across supply chain operations. He has also overseen business growth and strengthened customer experience initiatives as Vice President of Ford’s Customer Service Division (NYSE: F) (2022-2023), leading initiatives for some of the company’s most iconic vehicle brands. •Mr. Bozeman has a B.S. in manufacturing design from Bradley University and an M.S. in engineering management from the Milwaukee School of Engineering. | | David P. Bozeman Independent President and Chief Executive Officer and Director, C.H. Robinson Worldwide, Inc. Director since: 2025 Age: 57 3M Board committee(s) •Compensation and Talent •Science, Technology & Sustainability Other public company boards •C.H. Robinson Worldwide, Inc. Skills | | | | |

  13. Nominees for director

    | | | | | Reasons for Nomination Tony Brown offers deep expertise in global supply chain strategy, procurement, and supplier relationship management, developed through senior leadership roles at global industrial companies. He has led several transformational business initiatives and navigated challenging market environments to optimize cost structures, which in addition to his experience serving on public company boards, contributes to the Board oversight of 3M’s global manufacturing and supply chain priorities and risks, supporting efficient capital deployment, resiliency, and long-term shareholder value growth. Experience & Qualifications •As Group Vice President of Global Purchasing at Ford Motor Company (NYSE: F) (1999-2013), Mr. Brown was responsible for approximately $90B of production and non-production procurement for the company’s operations worldwide. •He provided critical leadership to Ford’s turnaround through the auto crisis and transformed the company’s relationships with its suppliers, reducing the company’s supply base by two-thirds. •Mr. Brown has extensive expertise in financial oversight, risk management and strategic capital deployment within supply chains from his prior leadership roles at United Technologies (formerly NYSE: UTX) (1997-1999) and Digital Equipment Corporation (formerly NYSE: DEC) (1976-1991). •Mr. Brown has a BBA in business administration from American International College. | | Thomas “Tony” K. Brown Independent Former Group Vice President, Global Purchasing, Ford Motor Company Director since: 2013 Age: 70 3M Board committee(s) •Audit •Nominating and Governance (Chair) Other public company boards •Conagra Brands, Inc. Skills | | | | |

  14. Nominees for director

    | 15 | 3M Company |

  15. Nominees for director

    | | | | | Reasons for Nomination Bill Brown has a proven track record of leading large-scale global technology and industrial companies through significant growth, innovation, and operational excellence strategies. His expertise in advanced manufacturing and R&D enables him to guide 3M’s global strategy, resource prioritization, and commercial execution. His experience and expertise position him to serve as a critical link between the Board and management; as Chairman, he provides valuable insights on the competitive market environment, growth opportunities and operations. Experience & Qualifications •As Chairman (since 2025) and CEO (since 2024) of 3M, Mr. Brown has advanced the Company’s innovation-driven growth strategy. He is the architect of 3M’s eXcellence operating model and ‘Journey to Zero’ safety initiative. •Mr. Brown previously served as Chair and CEO of L3Harris Technologies (NYSE: LHX) (2019-2022), where he was responsible for guiding the successful $34B merger of L3 Technologies and Harris Corporation, creating one of the world’s largest aerospace and defense technology companies, with 50,000 employees and $17B in annual revenue. •He brings deep expertise in global operations, working capital management, supply chain optimization, and service improvement execution to the Board from his tenure as President and CEO of Harris Corporation (formerly NYSE: HRS) (2011-2019) and senior leadership roles at United Technologies Corporation (formerly NYSE: UTX) (1997-2011). •Mr. Brown has a B.S. and M.S. in mechanical engineering from Villanova University and an MBA from The Wharton School of the University of Pennsylvania. | | William M. Brown Chairman and Chief Executive Officer, 3M Company Director since: 2024 Age: 63 Other public company boards •Becton, Dickinson and Company Other public company boards within the past five years •Celanese Corporation •L3Harris Technologies, Inc. Skills | | | | |

  16. Nominees for director

    | | | | | Reasons for Nomination Audrey Choi’s extensive executive leadership experience in financial services and marketing, combined with her strategic policy experience in government and her corporate stewardship experience, provide 3M’s Board with deep expertise in global risk management, stakeholder engagement, and aligning capital allocation and corporate stewardship initiatives with long-term shareholder value creation. Experience & Qualifications •Ms. Choi’s 16-year career at Morgan Stanley (NYSE: MS) (2007-2023), a multinational investment bank and financial services company, included serving as a member of the firm’s Management Committee, the firm’s first Chief Sustainability Officer, and as Chief Marketing Officer. She oversaw the company’s sustainable finance strategies across global capital markets and sustainability reporting in line with evolving global standards. She also led the firm's community development fiance group, overseeing investments, loans, grants and strategic initiatives. •Her deep knowledge of the regulatory environment and geopolitical risks stems from her senior policy roles in the Clinton Administration (1996-2001), including as Chief of Staff at the Council of Economic Advisers, Domestic Policy Advisor to the Vice President, and strategic policy roles at the Department of Commerce, National Telecommunications & Information Administration, and Federal Communications Commission. •Prior to her public service career, she was a foreign correspondent and bureau chief for The Wall Street Journal (1991-1996). She is Chair of the Generation Foundation and a partner of Generation Investment Management. •Ms. Choi has an A.B. in literature from Harvard College and an MBA with high distinction from Harvard Business School. | | Audrey Choi Independent Former Chief Sustainability Officer and Management Committee Member, Morgan Stanley Director since: 2023 Age: 58 3M Board committee(s) •Nominating and Governance •Science, Technology & Sustainability Other public company boards •None Skills | | | | |

  17. Nominees for director

    | 2026 Proxy Statement | 16 |

  18. Nominees for director

    | | | | | Reasons for Nomination Anne Chow is a proven technology leader with decades of experience driving innovation and large-scale transformation. Her ability to integrate emerging technologies into core business offerings has consistently delivered advanced digital strategies that support shareholder value growth. In addition to her experience as a public company director, she brings extensive global and cross-functional expertise in cybersecurity, operations, marketing and sales, finance, and corporate stewardship. Experience & Qualifications •As CEO of AT&T Business (2019–2022), a division of AT&T (NYSE: T), that provides communications solutions to businesses across all industries as well as the public sector, Ms. Chow led a global organization of over 35,000 employees, serving nearly 3 million business customers, including most Fortune 100 companies, across 200 countries and territories. She oversaw AT&T’s full suite of business services in wireless, networking, cybersecurity, and advanced solutions, generating more than $35B in annual revenue. •During her 32-year career at AT&T (1990–2022), Ms. Chow guided numerous digital and cross-functional transformations that scaled innovation and delivered growth both for AT&T’s businesses and the company’s client organizations. As Senior Vice President of Global Solutions & Sales Operations (2014-2015), she shaped AT&T’s global distribution strategy and go-to market solutions. •She served on the board at the Federal Reserve Bank of Dallas and is a Senior Fellow and Adjunct Professor of Executive Education at Northwestern University’s Kellogg School of Management. •She is the Vice Chair and a member of the Georgia Tech President's Advisory Board, a member of the Dallas Mavericks Advisory Council, a member of C200, and a member of the Committee of 100. •Ms. Chow has a B.S. and M.S. in electrical engineering and an MBA from Cornell University. | | Anne H. Chow Independent Former Chief Executive Officer, AT&T Business Director since: 2023 Age: 59 3M Board committee(s) •Compensation and Talent (Chair) •Science, Technology & Sustainability Other public company boards •Franklin Covey Co. (lead independent director) •CSX Corporation Skills | | | | |

  19. Nominees for director

    | | | | | Reasons for Nomination James Fitterling is a seasoned executive with a 40-year career in the specialty materials industry, bringing deep expertise in sustainable materials and customer- centric innovation. His leadership experience across global operations, supply chain, and marketing at a world-leading materials science company equips him with valuable insights to support 3M’s international growth and strategic initiatives. Experience & Qualifications •As CEO of Dow (NYSE: DOW) (since 2018), Mr. Fitterling has overseen the company’s transformation, shifting from lower-margin, commodity businesses to one more deeply focused on higher-growth consumer demand-driven markets that value innovation and advance circularity. Previously, he served as President and COO of Dow and as COO of DowDuPont’s Materials Science division. •Mr. Fitterling guides Dow’s international growth initiatives, drawing on a decade of international operations experience in Asia. His prior roles include Commercial Director for Dow’s Liquid Separations business in Asia (1994-1998), General Manager of Dow Thailand (2000-2002), and CEO of The OPTIMAL Group (2002-2006), a joint venture between Dow and Malaysia’s state-owned oil corporation. •He has played a prominent role in advancing the business community through his leadership across several major industry organizations. He is the past chair of the Board of Directors for the National Association of Manufacturers and Alliance to End Plastic Waste. He is a Trustee of the Committee for Economic Development. •Mr. Fitterling has a B.S. in mechanical engineering from the University of Missouri-Columbia. | | James R. Fitterling Lead Independent Director Chair and Chief Executive Officer, Dow Inc. Director since: 2021 Age: 64 3M Board committee(s) •Compensation and Talent Other public company boards •Dow Inc. Skills | | | | |

  20. Nominees for director

    | 17 | 3M Company |

  21. Nominees for director

    | | | | | Reasons for Nomination Suzan Kereere is a global payments and technology executive leader with a proven track record of driving innovation at iconic Fortune 100 technology companies and regional high growth start-ups. Her accomplishments in digital transformation, strategic planning across global operations, sales optimization, and front-line customer engagement enhance the Board’s oversight of 3M’s technology-focused growth strategies. Experience & Qualifications •As President of Global Markets at PayPal (NASDAQ: PYPL) (since 2024), a leading digital payment partner for businesses and consumers around the world. Ms. Kereere leads global client relationships and growth strategies, overseeing sales, distribution, and operational efficiency for the company’s products and services worldwide. •Previously, at Fiserv (NASDAQ: FISV) (2021-2023), a digital fintech and payments company with solutions for banking, global commerce, merchant acquiring, billing and payments, and point of sale, she served as Head of Global Business Solutions and Chief Growth Officer, driving customer-focused innovation, global commerce solutions, and expansion of its omnichannel commerce platform to accelerate growth across the enterprise. •Ms. Kereere also held executive leadership roles at Visa (NYSE: V) (2016-2021), scaling value-added services and leading small business recovery efforts during the pandemic. She spent nearly two decades at American Express (NYSE: AXP) (1988-2016) managing major business segments across Europe, Australia, Asia, and North America. •Ms. Kereere has a B.A. in economics from Tufts University and an MBA from Columbia University. | | Suzan Kereere Independent President of Global Markets, PayPal Holdings, Inc. Director since: 2022 Age: 60 3M Board committee(s) •Audit •Compensation and Talent Other public company boards •None Skills | | | | |

  22. Nominees for director

    | | | | | Reasons for Nomination Neil Mitchill is a proven financial executive with expertise in financial reporting and internal controls. He has over 25 years of finance experience, including responsibility for technical accounting compliance and experience with complex acquisition and divestiture transactions. These capabilities provide valuable contributions to the Board’s oversight of 3M’s financial reporting and capital allocation strategies. Experience & Qualifications •As Executive Vice President and Chief Financial Officer of RTX Corporation (NYSE: RTX) (since 2021), an aerospace and defense company, his responsibilities include financial reporting and controls, planning and analysis, investor relations, internal audit, tax, and treasury. •Prior to his current role, Mr. Mitchill served as Corporate Vice President of Financial Planning and Analysis and Investor Relations of RTX (2020-2021). •He held numerous other financial leadership positions with United Technologies Corporation since joining in 2014 (formerly NYSE: UTX), prior to the merger with Raytheon Company in 2020 that created RTX, including Acting Senior Vice President and Chief Financial Officer (2019-2020), and Vice President and Chief Financial Officer of the company’s Pratt & Whitney business (2019). •Prior to his corporate positions, Mr. Mitchill spent 17 years at PricewaterhouseCoopers LLP (1997-2014) in both client service and lead partner roles for UTC Aerospace Systems, Carrier, Sikorsky, and UTC Corporate. •Mr. Mitchill received a B.S. in accountancy from Providence College. | | Neil G. Mitchill, Jr. Independent Executive Vice President and Chief Financial Officer, RTX Corporation Director since: 2026 Age: 50 3M Board committee(s) •Audit •Nominating and Governance Other public company boards •None Skills | | | | |

  23. Nominees for director

    | 2026 Proxy Statement | 18 |

  24. Nominees for director

    | | | | | Reasons for Nomination Pedro Pizarro is an accomplished executive leader with deep operational expertise in navigating complex regulatory environments and rapidly evolving technological landscapes. His expertise includes risk management, technology, safety and operations, cybersecurity, regulatory, government affairs, mergers and acquisitions, and strategic planning, which strengthen oversight of 3M’s governance and long- term value creation strategy. Experience & Qualifications •As President and CEO of Edison International (NYSE: EIX) (since 2016), Dr. Pizarro leads one of the nation’s largest electric utilities and energy advisory services to commercial, industrial, and institutional organizations across North America and Europe. He has overseen major operational transformations and advanced grid modernization efforts that positioned Edison as a leader in clean energy and grid resilience, while reinforcing customer affordability. •He has held a wide range of senior executive positions at Edison International companies since joining in 1999, including as President of Southern California Edison (2014-2016), President of Edison Mission Energy (2011-2014) until the sale of its principal assets in 2014, and as Vice President of Strategy and Business Development. He started his career at McKinsey & Company. •Dr. Pizarro brings extensive experience in large-scale risk management and regulatory operations acquired through his role as past Co-Chair of the Electricity Subsector Coordinating Council, which serves as the principal liaison between the federal government and the electric power industry for national disaster preparedness and critical infrastructure protection. •Dr. Pizarro has a B.S. in chemistry from Harvard University and a Ph.D. in chemistry from the California Institute of Technology. | | Pedro J. Pizarro Independent President and Chief Executive Officer and Director, Edison International Director since: 2023 Age: 60 3M Board committee(s) •Nominating and Governance •Science, Technology & Sustainability (Chair) Other public company boards •Edison International Skills | | | | |

  25. Nominees for director

    | | | | | Reasons for Nomination Thomas Sweet is a proven financial executive with deep expertise in driving disciplined capital deployment, transformative growth strategies, and global business operation for technology-focused companies. He has led initiatives spanning finance, customer engagement, sales optimization, and operational efficiency, while guiding organizations through transformative growth. These capabilities, in addition to his public company board experience, provide valuable contributions to the Board’s oversight of 3M’s financial stewardship and long-term performance priorities. Experience & Qualifications •As Chief Financial Officer of Dell Technologies (NYSE: DELL) (2014-2023), an enterprise technology giant. Mr. Sweet oversaw global finance operations and led corporate strategy, driving long-term growth during a period of rapid technological change. He oversaw key functions, including accounting, financial planning and analysis, tax, treasury, investor relations, global operations, Dell Financial Services, and Dell Technologies Capital, playing a central role in the company’s shareholder value creation strategies. Mr. Sweet joined Dell in 1997 and held various positions before the CFO role. •Mr. Sweet also guided Dell’s financial reporting through its historic five-year privatization period, and he previously served in various sales leadership roles. •He held financial leadership roles at Telos Corporation (NASDAQ: TLS) (1994-1997), a cyber, cloud and enterprise security company, and he began his career at Price Waterhouse (1981-1994), building deep expertise in complex accounting and finance. •Mr. Sweet has a BBA in accounting from Western Michigan University and is a Certified Public Accountant. | | Thomas W. Sweet Independent Former Chief Financial Officer, Dell Technologies Inc. Director since: 2023 Age: 66 3M Board committee(s) •Audit (Chair) •Nominating and Governance Other public company boards •Medline Inc. •Trimble Inc. Skills | | | | |

  26. Nominees for director

    | 19 | 3M Company |

  27. Nominees for director

    | Recommendation of the Board | | | | The Board of Directors unanimously recommends a vote “FOR” the election of these nominees as directors. Proxies solicited by the Board of Directors will be voted “FOR” these nominees unless a shareholder indicates otherwise in voting the proxy. |

  28. Board membership criteria

    Board membership criteria 3M’s Corporate Governance Guidelines contain Board Membership Criteria that include a list of key skills and characteristics deemed critical to serve 3M’s long-term business strategy and expected to be represented on 3M’s Board. The Nominating and Governance Committee periodically reviews with the Board the appropriate skills and characteristics required of Board members given the current Board composition. It is the intent of the Board that the Board will be a high- performance organization creating a competitive advantage for the Company. To perform as such, the Board will be composed of individuals who have distinguished records of leadership and success in their areas of experience and expertise, who will make substantial contributions to Board operations, and who can effectively represent the interests of all shareholders. The assessment of the Board candidates by the Nominating and Governance Committee and the Board includes, but is not limited to, consideration of the following: •Roles in and contributions valuable to the business community; •Personal qualities of leadership, character, judgment, and whether they possess and maintain a reputation in the community at large of integrity, trust, respect, competence, and adherence to the highest ethical standards throughout their service on the Board; •Relevant knowledge and diversity of professional background and experience in business, manufacturing, technology, finance and accounting, marketing, global business, risk management, supply chain, and other areas; and •Whether the candidate is free of conflicts and has the time required for preparation and participation at all meetings. In addition, the Nominating and Governance Committee will also evaluate whether the nominee’s skills are complementary to the existing Board members’ skills and the Board’s needs for particular expertise in certain areas, and will assess the nominee’s impact on Board dynamics, effectiveness, and range of experiences and perspectives.

  29. Board membership criteria

    | 2026 Proxy Statement | 20 |

  30. Director nominee skills and experience

    Director nominee skills and experience Qualifications and attributes, and demographic information, for the 10 director nominees that are standing for election at the Annual Meeting are summarized below.

  31. Director nominee skills and experience

    | Qualifications and Attributes | | D. Bozeman | T. Brown | W. Brown | A. Choi | A. Chow | J. Fitterling | S. Kereere | N. Mitchill | P. Pizarro | T. Sweet | | | Leadership. Significant leadership experience in complex organizations with responsibility for strategy, operational transformation, talent, capital allocation, portfolio management, and enterprise level risk oversight. Supports the Board’s role in guiding long-term growth across 3M’s broad technology and market platforms. | | | | | | | | | | | | | Manufacturing. Experience overseeing large scale, advanced, or specialty manufacturing operations, including expertise in operational excellence, automation, quality, safety, product stewardship, and capital intensive production environments that support 3M’s global manufacturing footprint. | | | | | | | | | | | | | Supply Chain. Expertise in global supply chain strategy, sourcing, logistics, customer fulfillment, and end to end materials management. Supports oversight of 3M’s complex, diversified supply chains, including supplier resilience, cost to serve efficiency, materials availability, and the ability to meet customer demand on time and in full across multiple industries and geographies. | | | | | | | | | | | | | Technology. Background in industrial technology, applied science, material science, digital systems, or innovation leadership. Supports understanding of 3M’s core technology platforms, R&D investments, and digital transformation efforts, as well as the strategic importance of emerging technologies such as data analytics and artificial intelligence. | | | | | | | | | | | | | Finance. Strong financial literacy and experience with financial statements, performance metrics, capital structure, and internal controls. Directors bring senior level financial expertise to support oversight of 3M’s financial reporting processes, disciplined capital allocation, and long-term value creation. | | | | | | | | | | | | | Global. Experience leading or advising businesses with significant international operations. Includes knowledge of global customer requirements, multinational supply chains, diverse regulatory environments, and geopolitical considerations relevant to 3M’s substantial non U.S. sales and operations. | | | | | | | | | | | | | Risk Management. Experience with enterprise level risk oversight, including litigation, legal, and regulatory; environmental; operational; product quality; or cybersecurity and other technology related risks. Supports the Board’s oversight across 3M’s diversified businesses and its commitment to responsible operations and long-term sustainable value creation. | | | | | | | | | | | | | Marketing. Experience in marketing, brand management, commercialization, and customer insights to provide perspective on organic growth, competitive positioning, and the development of new markets and customer segments across 3M’s broad product portfolio. | | | | | | | | | | |

  32. Director nominee skills and experience

    | 21 | 3M Company |

  33. Board committee composition

    Board committee composition

  34. Board committee composition

    | Name of Non-Employee Director | Audit | Compensation and Talent | Nominating and Governance | Science, Technology & Sustainability | | David P. Bozeman | | | | | | Thomas “Tony” K. Brown | | | | | | Audrey Choi | | | | | | Anne H. Chow | | | | | | David B. Dillon* | | | | | | James R. Fitterling | | | | | | Suzan Kereere | | | | | | Neil G. Mitchill, Jr.** | | | | | | Pedro J. Pizarro | | | | | | Thomas W. Sweet | | | | |

  35. Board committee composition

    | | Committee member | | Chair |

  36. Board committee composition

    *Mr. Dillon is retiring from the Board at the 2026 Annual Meeting. **Mr. Mitchill joined the Board on February 6, 2026.

  37. Board committee composition

    | 35 | 3M Company |

  38. Board committee composition

    | Audit Committee Meetings in 2025: 9 | | | | | | | | | | | | Thomas W. Sweet* (chair) | Thomas “Tony” K. Brown | David B. Dillon** | Suzan Kereere | Neil G. Mitchill, Jr.*** | | The Board of Directors has determined that all Audit Committee members are “independent” and “financially literate” under the NYSE listing standards and that members of the Audit Committee received no compensation from the Company other than as a director. The Board has also determined that Thomas W. Sweet (chair), David B. Dillon, Suzan Kereere, and Neil G. Mitchill, Jr. have “accounting or related financial management expertise” under the NYSE listing standards and are “audit committee financial experts” as that term is defined by applicable Securities and Exchange Commission regulations. | | | | |

  39. Roles and Responsibilities

    Roles and Responsibilities

  40. Roles and Responsibilities

    | •Selects and recommends director candidates to the Board of Directors, in light of the Board Membership Criteria adopted by the Board, either to be submitted for election at the Annual Meeting or to fill any vacancies on the Board, including consideration of any shareholder nominees for director (submitted in accordance with the Company’s Bylaws); •Reviews and makes recommendations to the Board of Directors concerning the composition and size of the Board and its committees, the Board Membership Criteria, frequency of meetings, and changes in compensation for non-employee directors; •Reviews the Company’s Corporate Governance Guidelines at least annually, and recommends any proposed changes to the Board for approval; •Develops and recommends to the Board standards to be applied in making determinations on the types of relationships that constitute material relationships between the Company and a director for purposes of determining director independence; | •Reviews and approves any transaction between the Company and any related person, which is required to be disclosed under the rules of the Securities and Exchange Commission; •Develops an annual self-assessment process of the Board and its committees and oversees the process; •Reviews and makes recommendations to the Board with respect to the selection of individuals to occupy corporate officer positions; •Periodically reviews the corporate contribution program, which is funded by the Company; and •Periodically reviews the Company’s positions and engagement on important public policy, social responsibility, and corporate governance issues affecting its business, including political contributions by 3M and its Political Action Committee, and shareholder engagement. |

  41. Roles and Responsibilities

    | * Mr. Dillon is retiring from the Board at the 2026 Annual Meeting. ** Mr. Mitchill joined the Board on February 6, 2026. |

  42. Roles and Responsibilities

    | 2026 Proxy Statement | 38 |

  43. Roles and Responsibilities

    | Science, Technology & Sustainability Committee Meetings in 2025: 5 | | | | | | | | | | Pedro J. Pizarro (chair)* | David P. Bozeman | Audrey Choi | Anne H. Chow | | The Board of Directors has determined that all Science, Technology & Sustainability Committee members are “independent” under the NYSE listing standards. | | | |

  44. Director compensation

    Director compensation

  45. Elements of annual compensation for non-employee directors

    | In May 2025, the N&G Committee considered a director compensation study prepared by FW Cook and recommended not to change the non-employee directors’ compensation arrangements, which the Board accepted. |

  46. 2025 director compensation table

    2025 director compensation table The table below shows the amounts earned by our non-employee directors (other than Mr. Mitchill) in 2025. As Mr. Mitchill joined the Board on February 6, 2026, he did not earn any director compensation during 2025.

  47. 2025 director compensation table

    | Non-Employee Director | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | All other compensation ($)(3) | Total ($) | | David P. Bozeman(4) | 126,000 | 246,822 | 858 | 373,680 | | Thomas “Tony” K. Brown(5) | 160,000 | 195,000 | 612 | 355,612 | | Audrey Choi | 140,000 | 195,000 | 998 | 335,998 | | Anne H. Chow(5) | 165,000 | 195,000 | 965 | 360,965 | | David B. Dillon(4)(5) | 150,440 | 195,000 | 869 | 346,308 | | James R. Fitterling(5) | 185,000 | 195,000 | 252 | 380,252 | | Amy E. Hood(4) | 51,154 | — | 26,321 | 77,475 | | Suzan Kereere | 140,000 | 195,000 | 711 | 335,711 | | Gregory R. Page(4)(5) | 100,883 | 195,000 | 25,000 | 320,883 | | Pedro J. Pizarro(4)(5) | 149,443 | 195,000 | 304 | 344,747 | | Thomas W. Sweet(4)(5) | 154,560 | 195,000 | 929 | 350,490 |

  48. 2025 director compensation table

    FOOTNOTES TO 2025 DIRECTOR COMPENSATION TABLE (1)This column represents the amount of all fees earned or paid in cash for services as a director, or fees earned or paid in equity in lieu of cash at the director’s election, including the annual cash retainer and the annual Lead Independent Director and Committee Chair fees. All directors elected to receive their cash fees in cash for 2025, except for Mr. Fitterling, who in December 2024 elected to receive DSUs in lieu of all cash fees earned in 2025, which resulted in the issuance of 1,196 DSUs to Mr. Fitterling throughout 2025, excluding adjustments for dividend equivalents. See “Security ownership of management” beginning on page 99 for more information concerning all 3M stock-based holdings of the directors. (2)This column represents the grant date fair value of the stock awards made in 2025, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (referred to as “ASC Topic 718”). In addition to the amount of $195,000 shown for the annual stock retainer each director received shortly after his or her election to the Board at the 2025 Annual Meeting, the amount shown for Mr. Bozeman includes $51,822 attributable to the

  49. 2025 director compensation table

    | 41 | 3M Company |

  50. 2025 director compensation table

    prorated annual stock retainer he received for his service to the Board from the date of his appointment on February 6, 2025, through the date of the 2025 Annual Meeting. The Company does not grant stock options to non-employee directors. Since all stock awards vest on the grant date, there are no unvested stock awards outstanding at year-end. (3)This column includes the incremental cost of complimentary 3M products provided to directors and charitable contributions made by the Company on a director’s behalf. Non-employee directors are eligible to participate in the Company’s matching gift program on the same terms as 3M employees. Under this program, 3M will match up to $1,000 per year in contributions made by each director to eligible charitable organizations. 3M also makes a $25,000 donation to a charitable organization or public school in honor of each director who retires from the Company during the year, as reflected in the amounts reported for Ms. Hood and Mr. Page. (4)Director compensation is prorated according to the effective date of election, appointment, or retirement: Mr. Bozeman was appointed to the Board, effective February 6, 2025; Ms. Hood and Mr. Page retired from the Board, effective May 13, 2025, and August 11, 2025, respectively; Mr. Sweet succeeded Mr. Dillon as Chair of the Audit Committee, effective June 1, 2025; and Dr. Pizarro succeeded Mr. Page as Chair of the Science, Technology & Sustainability Committee, effective August 15, 2025. (5)Lead Independent Director or Committee Chair during all or a portion of 2025.

  51. Reasonableness of non-employee director compensation

    Reasonableness of non-employee director compensation As described above, our philosophy on director compensation is to pay directors fairly for the work required in a company of our size and complexity, provide a significant portion of the total compensation in the form of equity-based compensation to align directors’ interests with the long-term interests of our shareholders, and structure compensation in a simple and transparent manner. We believe that the application of this philosophy has resulted in a non-employee director compensation program that reflects best-in-class design with the following provisions: •Retainer-only compensation delivered in a combination of cash and stock-based awards, with no fees for attending meetings that are an expected part of board service. •Additional retainers for special roles with greater responsibilities, such as Lead Independent Director and committee chairs, to recognize the incremental additional time and effort required. •Equity delivered in the form of current or deferred full-value shares, where annual grants are based on a competitive fixed-value formula and immediate vesting helps avoid director entrenchment. •A requirement that directors hold until the end of their Board service all annual stock retainers earned, which includes net after-tax shares attributable to current payments and pre-tax shares attributable to deferrals. •Flexible, voluntary deferral provisions. •No material benefits or perquisites. •Our 2016 Long-Term Incentive Plan, most recently approved by shareholders at the 2021 Annual Meeting, includes a $600,000 annual compensation limit on all forms of compensation for non-employee directors.

  52. Compensation discussion and analysis

    | CD&A highlights | | | | | Paying for performance | 53 | Annual incentive | 60 | | 2025 compensation decisions — What we pay and why | 54 | Long-term incentives | 67 | | Compensation policies and practices | 55 | Consistent and shareholder-aligned framework to assess performance metric adjustments | 69 |

  53. Paying for performance

    Paying for performance Annual Incentive Plan payouts: Our 2025 financial performance resulted in Annual Incentive Plan (AIP) payouts of 108.9 percent of target (before any adjustment for individual performance or application of the Strategic and Sustainability Modifier) for the Named Executive Officers whose payouts were based on the Company’s overall performance. The payout reflects near- or above-target performance on all three performance metrics: Local Currency Sales, Operating Income, and Operating Cash Flow. After reviewing the Company’s performance against the criteria established in the Strategic and Sustainability Scorecard, the Committee determined that the Company also met or substantially exceeded expectations for eight of the nine goals, including outperformance in new product launches and reductions in the cost of poor quality. Based on its subjective assessment of the Company’s overall performance against the goals established, the Committee approved the application of the 10 percent Strategic and Sustainability Modifier to the Annual Incentive Plan payouts for the executive officers. The Committee deemed the resulting payout to be appropriately aligned with the shareholder experience, where our 2025 total shareholder return was 26.4 percent. See “Annual incentive” beginning on page 60 for more information concerning the calculation of the 2025 AIP payout for each Named Executive Officer, including the threshold, target, and maximum goals and attainments used to calculate the payouts for the Named Executive Officers who are paid, in part, based on the performance of a business group.

  54. 2025 compensation decisions — What we pay and why

    2025 compensation decisions — What we pay and why The table below shows how the 2025 target Total Direct Compensation of the Named Executive Officers was apportioned among base salary, annual incentives, performance share awards, stock options, and restricted stock units (RSUs), summarizes the rationale for providing and key characteristics of each such element, and lists the performance metrics, weightings, and modifiers used for annual and long-term incentives granted in 2025 (excluding special grants).

  55. 2025 compensation decisions — What we pay and why

    | CEO(1) | Other NEOs(1) | Why it is provided | | Performance metrics, weightings, and modifiers | | | | | Key characteristics | | | | | •Compensate executives for day-to-day responsibilities | •Only component of compensation that is considered to be fixed rather than variable in nature | | | | | •Motivate executives to stay focused on day-to-day operations by aligning a significant portion of Total Cash Compensation with the near-term financial performance of the Company and its business units | •Performance metrics and goals approved by the Committee •Payouts based on performance against preestablished goals for a 12-month period •Payouts tied to individual performance against preestablished goals and objectives and the Committee’s determination of 3M’s holistic performance against a set of preestablished objective strategic and sustainability metrics •Payouts cannot exceed 200% of an executive’s weighted-average target annual incentive amount | •Local Currency Sales (of 3M or a business unit, as applicable) vs. Plan (weighted 33.3%) •Operating Income (of 3M or a business unit, as applicable) vs. Plan (weighted 33.3%) •3M Operating Cash Flow vs. Plan (weighted 33.3%) •Individual performance multiplier (0% - 130%) •Strategic and Sustainability Scorecard modifier (±10% of target) | | Performance Shares | | •Motivate executives to focus on continuously improving performance in key financial metrics believed to drive long-term shareholder value •Retain executive talent | •Performance metrics and goals approved by the Committee •Payouts based on cumulative performance results against preestablished goals for a three- year period •Maximum payout equal to 200% of the target number of performance shares •Cash-settled dividend equivalent rights that are payable only if the underlying shares are earned | •Cumulative Earnings per Share (weighted 50%) •Cumulative Free Cash Flow (weighted 50%) •Relative total shareholder return modifier (±20%) | | Stock Options(2) | | •Motivate executives to build long-term shareholder value •Retain executive talent | •Provide value only if stock price increases •Exercise price equal to the grant date closing price for a share of 3M common stock •Three-year ratable vesting schedule •Maximum term of 10 years | •Vesting is based on continued service, while value of the options is based on stock price appreciation (100%) from the grant date | | Restricted Stock Units(2) | | •Motivate executives to build long-term shareholder value •Retain executive talent | •Three-year “cliff” vesting schedule •Cash-settled dividend equivalent rights that are payable only if the underlying shares are earned | •Vesting is based on continued service, while value of the RSUs fluctuates based on total shareholder return (100%) |

  56. Annual Incentives

    Annual Incentives

  57. Long-Term Incentives

    Long-Term Incentives (1)Percentages shown reflect the apportionment (or, in the case of the percentages shown for the Other NEOs, the average apportionment) of the components of target Total Direct Compensation that are expected to be recurring. Such amounts do not reflect special items such as one-time make-whole and inducement awards granted in connection with the commencement of employment or special grants.

  58. Long-Term Incentives

    | 55 | 3M Company |

  59. Long-Term Incentives

    (2)For 2025, the Committee chose to deliver 50 percent of the target grant value of the annual long-term incentive awards granted to each Named Executive Officer in the form of performance shares. The remaining 50 percent was delivered in the form of stock options for Mr. Brown, and an equal mix of stock options and RSUs for the other NEOs.

  60. Roles and responsibilities

    | Responsible party | Primary roles and responsibilities relating to compensation decisions | | Compensation and Talent Committee (Composed solely of independent, non-employee directors and reports to the Board) | •Reviews the design of, and risks associated with, the Company’s compensation policies and practices; •Approves the compensation of our Chief Executive Officer, subject to ratification by the independent members of the Board of Directors; •Approves the compensation of our other Named Executive Officers; •Approves the performance metrics, goals, modifiers, payout slopes, and other elements used in the performance-based long-term and short-term incentive compensation arrangements of our executive officers; •Approves annual performance goals and objectives for our Chief Executive Officer; •Conducts an annual evaluation of our Chief Executive Officer’s performance and reviews such evaluations with the independent members of the Board of Directors; and •Approves all changes to the composition of the Peer Group. | | Independent non- employee members of the Board of Directors | •Considers the Committee’s annual evaluation of the performance of our Chief Executive Officer; and •Considers the Committee’s actions regarding the compensation of our Chief Executive Officer and, if deemed appropriate, ratifies such actions. | | Independent consultant to the Compensation and Talent Committee* (FW Cook) | •Provides the Committee with advice regarding the design of all elements of the Company’s executive compensation program; •Reviews the Company’s compensation policies and practices and, based on its review and expertise, provides an assessment as to whether such policies and practices are reasonably likely to have a material adverse effect on the Company; •Reviews and provides an independent assessment of materials provided to the Committee by management of the Company; •Provides advice and recommendations to the Committee regarding the composition of the Peer Group; •Provides expert knowledge of regulatory developments, marketplace trends, and best practices relating to executive compensation and competitive pay levels; •Makes recommendations regarding the compensation of the Named Executive Officers (including our Chief Executive Officer); and •Regularly attends and actively participates in meetings of the Committee, including executive sessions. | | Chief Executive Officer (Assisted by our Executive Vice President and Chief Human Resources Officer and other Company employees) | •Approves annual performance goals and objectives for the Named Executive Officers (other than himself); •Conducts an annual performance evaluation for each of the Named Executive Officers (other than himself) and presents the results to the Committee; and •Makes recommendations to the Committee with respect to the compensation of the Named Executive Officers (other than himself) based on the final assessment of their performance. |

  61. Use of market data

    Use of market data We compete for executive talent in a global market. To ensure that we are providing Total Direct Compensation that is competitive, the Committee annually considers the available pay data of two peer sources: an executive compensation peer group (referred to as the “Peer Group”) and general industry survey data.

  62. Peer group

    Peer group The Committee, with assistance from its independent compensation consultant, periodically reviews the composition of the Peer Group to determine whether any changes are appropriate. Following its review in August 2024, FW Cook recommended, and the Committee approved, changes to the Peer Group to better reflect our size in terms of annual revenues, market capitalization, and business characteristics following the Solventum separation.

  63. Peer group

    | Entities removed from the Peer Group for 2025 | | Entities added to the Peer Group for 2025 | | | | •Abbott Laboratories | | •Carrier Global Corporation | | | •The Boeing Company | | •Colgate-Palmolive Company | | | •Johnson & Johnson | | •Cummins Inc. | | | •The Procter & Gamble Company | | •Dow Inc. | | | | | •Ecolab Inc. | | | | | •General Dynamics Corporation | | | | | •Northrop Grumman Corporation | | | | | •Trane Technologies plc |

  64. Peer group

    The table below lists the resulting Peer Group members approved by the Committee in August 2024, as recommended by the Committee’s independent compensation consultant and approved by the Committee. The companies in the Peer Group were selected (1) because they are considered major business-segment competitors used internally for performance comparisons, or (2) based on their similarity to 3M in terms of business(es), annual revenues, market capitalization, and/or competitor for capital or talent. The Committee also uses information on the executive compensation practices at companies in the Peer Group when considering design changes to the Company’s executive compensation program.

  65. Peer group

    | 2025 Peer Group | | | | •Carrier Global Corporation •Caterpillar Inc. •Colgate-Palmolive Company •Corning Incorporated •Cummins Inc. •Deere & Company •Dow Inc. | •DuPont de Nemours, Inc. •Eaton Corporation plc •Ecolab Inc. •Emerson Electric Co. •General Dynamics Corporation •GE Aerospace •Honeywell International Inc. | •Illinois Tool Works Inc. •Johnson Controls International plc •Kimberly-Clark Corporation •Northrop Grumman Corporation •Parker-Hannifin Corporation •TE Connectivity plc •Trane Technologies plc |

  66. Peer group

    At the time the Peer Group was approved in August 2024, 3M’s revenues from continuing operations, post-Solventum separation, and then-current market cap ranked at the 56th and 49th percentiles, respectively. Following the Committee’s most recent review in May 2025, FW Cook recommended, and the Committee approved, the continued use of the existing Peer Group shown above with no changes. At that time, 3M’s revenues and then-current market cap ranked at the 59th and 75th percentiles, respectively. The Company uses information on the executive compensation practices at the companies in 3M’s Peer Group from public filings, as well as from surveys conducted by Aon plc.

  67. Peer group

    | 59 | 3M Company |

  68. Survey data

    Survey data The Company also uses data from general industry compensation surveys provided by three consulting firms: Aon plc, Mercer (US) Inc., and Willis Towers Watson plc, as a secondary reference to validate the reasonableness of the Peer Group data. For 2025, there were approximately 575 companies represented in these general industry surveys. Although the number and identity of the companies varies from year to year and from survey to survey, each of the companies included in the surveys had annual revenue exceeding $10 billion. Pay data from the surveys is statistically regressed (based on annual revenues) to recognize the different sizes of the comparator companies relative to the size of 3M. The Committee does not review the list of companies who participate in the general industry surveys.

  69. How the Committee establishes target compensation levels

    How the Committee establishes target compensation levels As one of many factors used to inform its decisions about overall compensation opportunities and specific compensation elements, the Committee considers data on target total direct compensation opportunities for the Peer Group, with the median generally viewed as the competitive market reference point. However, the Committee does not target specific compensation elements or total compensation to any specific percentile relative to the Peer Group or the broader United States market. Rather, the Committee applies informed judgment in establishing targeted pay levels for the Named Executive Officers, considering other factors in addition to peer group data, such as: •the breadth and complexity of the executive’s duties and responsibilities; •the quality of the executive’s leadership and experience; •the executive’s ability to successfully achieve key financial, strategic and operational goals and goals related to Company culture; •the annual performance evaluation that our Chief Executive Officer, assisted by 3M’s Executive Vice President and Chief Human Resources Officer and other Company employees, completes for each Named Executive Officer (other than himself) and the annual performance evaluation that the Committee completes for our Chief Executive Officer, including performance ratings; and •internal pay equity.

  70. Annual incentive

    Annual incentive 3M provides its executives with an opportunity to earn annual incentive compensation under the 3M Annual Incentive Plan, which we refer to as the “AIP.” Participation in the AIP is intended to align a significant portion of participants’ Total Cash Compensation with the near-term performance of the Company and its business units. Each executive is assigned a target amount of annual incentive compensation as part of his or her target Total Cash Compensation, but the actual amount paid under the AIP depends on the performance of 3M and its relevant business units and the executive’s individual performance, in each case, measured against pre-established goals and objectives. The table below shows each NEO’s 2025 target annual incentive compensation opportunity in comparison to the prior year.

  71. Annual incentive

    | NEO | 2024 target annual incentive opportunity (% of base salary) | 2025 target annual incentive opportunity (% of base salary) | Change (%) | | William M. Brown | 175% | 175% | n/a | | Anurag Maheshwari | 110% | 110% | n/a | | Wendy A. Bauer | 100% | 100% | n/a | | Christian T. Goralski | 100% | 100% | n/a | | Kevin H. Rhodes | 90% | 90% | n/a |

  72. Annual incentive

    | 61 | 3M Company |

  73. Annual incentive

    Basic calculation. For 2025, the amount each Named Executive Officer earned under the AIP was calculated as follows:

  74. Annual incentive

    | Total Weighted- Average Target AIP Payout ($) | Business Performance Multiplier (%) | Individual Performance Multiplier (%) | | Strategic and Sustainability Modifier (if any) (%) | | Annual Incentive Payment ($) | | X | X | | ± | | = | | | Calculated amount that reflects mid-year changes in the participant’s target annual incentive compensation opportunity | Adjustment factor based on performance against pre-established corporate and business unit goals | Adjustment factor based on individual performance against pre-established goals and objectives, which can be both quantitative and qualitative | | Amounts earned adjusted by ±10% of the participant’s total weighted-average target AIP payout or left unchanged, based on the Committee’s assessment of 3M’s holistic performance against a set of pre- established, objective metrics | | Final AIP payment may range from 0 percent to 200 percent of an individual’s total weighted-average target amount |

  75. Annual incentive

    Business performance factor. The business performance factor is based on performance against pre-established goals for Local Currency Sales, Operating Income, and Operating Cash Flow (beginning in 2026, Free Cash Flow), measured at the 3M Worldwide level, except that Local Currency Sales and Operating Cash Flow are measured at the business unit level for Ms. Bauer and Mr. Goralski. These metrics and weightings were selected because they most strongly align with our business strategy to drive value for 3M. The metrics, relevant business unit (3M Worldwide or business unit, as applicable), financial goals, and results used to calculate the business performance factor for each Named Executive Officer for the 2025 AIP are shown below.

  76. Dollar amounts in millions

    | Performance metric | Business unit | Threshold ($) | Target ($) | Maximum ($) | Actual vs. target | Payout % | Weighting | Weighted payout % | | Local Currency Sales vs. Plan | 3M Worldwide | 24,178 | | | 100% | 100.0% | | 33.3% | | | | 23,052 | 24,265 | 25,478 | | | | | | Operating Income vs. Plan | 3M Worldwide | 5,693 | | | 104% | 126.7% | | 42.2% | | | | 4,673 | 5,498 | 6,323 | | | | | | Operating Cash Flow vs. Plan | 3M Worldwide | 5,264 | | | 100% | 100.0% | | 33.3% | | | | 4,205 | 5,256 | 6,307 | | | | | | Business Performance Factor | | | | | | | | 108.9% |

  77. Dollar amounts in millions

    | Performance metric | Business unit | Threshold ($) | Target ($) | Maximum ($) | Actual vs. target | Payout % | Weighting | Weighted payout % | | Local Currency Sales vs. Plan | Transportation and Electronics | 7,573 | | | 100% | 100.0% | | 33.3% | | | | 7,225 | 7,605 | 7,985 | | | | | | Operating Income vs. Plan | Transportation and Electronics | 1,728 | | | 100% | 100.0% | | 33.3% | | | | 1,467 | 1,726 | 1,985 | | | | | | Operating Cash Flow vs. Plan | 3M Worldwide | 5,264 | | | 100% | 100.0% | | 33.3% | | | | 4,205 | 5,256 | 6,307 | | | | | | Business Performance Factor | | | | | | | | 100.0% |

  78. Dollar amounts in millions

    | Performance metric | Business unit | Threshold ($) | Target ($) | Maximum ($) | Actual vs. target | Payout % | Weighting | Weighted payout % | | Local Currency Sales vs. Plan | Safety and Industrial | 11,315 | | | 100% | 100.0% | | 33.3% | | | | 10,712 | 11,276 | 11,840 | | | | | | Operating Income vs. Plan | Safety and Industrial | 2,894 | | | 109% | 160.0% | | 53.3% | | | | 2,260 | 2,659 | 3,058 | | | | | | Operating Cash Flow vs. Plan | 3M Worldwide | 5,264 | | | 100% | 100.0% | | 33.3% | | | | 4,205 | 5,256 | 6,307 | | | | | | Business Performance Factor | | | | | | | | 120.0% |

  79. Dollar amounts in millions

    | Committee consideration of 2025 Annual Incentive Plan (AIP) performance targets | | •The targets for the AIP performance metrics were established in early 2025. •When approving the targets, the Committee considered the Enterprise Operating Plan reviewed with the Board for 2025. The process to develop the Enterprise Operating Plan was thorough and comprehensive, taking into account a wide range of inputs, including estimates of Worldwide GDP and Worldwide IPI for 2025, macroeconomic and specific market trends, key enterprise strategies, and various potential scenarios. The Committee’s approach was intended to ensure that the 2025 performance targets were not only challenging but also incentivized significant progress on the Company’s transformation priorities and appropriately reflected the complex operating environment facing the Company. •2025 target performance levels are lower on an absolute basis compared to the targets and actuals for 2024, as they reflect only continuing operations following the Solventum separation completed last year. Targets set for 2025 represent year-over-year growth for our continued operations compared to last year’s performance. •Local Currency Sales vs. Plan targets were set to reflect positive year-over-year growth rates for the Company and each individual business division, despite anticipated challenging overall macroeconomic and industry conditions •Operating Income vs. Plan targets required the achievement of double-digit year-over-year growth with an intent to incentivize effective and on-time execution of the restructuring and productivity initiatives planned for 2025 •Operating Cash Flow vs. Plan target was set at a level that reflects a cash flow conversion rate above the median performance of the comparable compensation peers, consistent with the prior year’s practice, and was intended to continue incentivizing effective working capital management •When the Committee set the 2025 AIP target levels, it recognized the potential for significant cash payments in 2025 due to the 2023 settlement agreements with U.S.-based public water suppliers and for Combat Arms Earplugs and the potential for additional settlements. Since all potential settlement payments were adjusted out or disregarded when setting initial guidance and it was anticipated that such payments would be similarly adjusted out or disregarded when updating guidance and reporting results throughout the year, the Committee chose not to reflect the settlement payments in the 2025 goals. The Committee instead determined it was appropriate to adjust the performance results used to calculate incentive compensation payouts to closely align with the Company’s reported, non-GAAP financial results, consistent with its historical practice. This approach ensures that participants are compensated based on the Committee’s assessment of the Company’s 2025 operating performance, which closely aligns with the Company’s publicly reported non-GAAP financial results. •The Committee believes all of the goals were set to be rigorous, consistent and aligned with the Company’s strategic priorities, significant transformation initiatives, internal operating plan, business outlook, objective of increasing long-term shareholder value, commitment to taking actions that reduce risk and uncertainty for the Company, and pay-for-performance philosophy. |

  80. Dollar amounts in millions

    Strategic and sustainability modifier. Amounts earned by the Company’s senior executives may be increased by 10 percent of target, decreased by 10 percent of target, or left unchanged based on the Committee’s assessment of 3M’s overall performance against a scorecard comprised of pre-set strategic and operational goals tied to the Company’s value creation objectives. Beginning in 2026, the Committee will have discretion to apply this modifier on a continuum within a range of minus 10 percent to plus 10 percent of target. For 2025, the goals approved by the Committee related to the Company’s new product launches, on-time-in-full product delivery, cost of poor quality, operational improvements in environmental and safety performance, progress on key community measures, respectful workplace survey results, and on-time completion of required ethics and compliance training for our global workforce. After reviewing the Company’s performance against the criteria established in the Strategic and Sustainability Scorecard, the Committee determined that the Company met or substantially exceeded expectations for eight of the nine goals, including outperformance in new product launches and reductions in the cost of poor quality. Based on its subjective assessment of the Company’s overall performance against the goals established, the Committee approved the application of the 10 percent Strategic and Sustainability Modifier to the AIP payouts for the executive officers. Final 2025 AIP payouts. At its meeting in February 2026, the Committee approved (and with respect to Mr. Brown, the independent members of the Board of Directors ratified) AIP payments as shown below.

  81. Dollar amounts in millions

    | | (a) | (b) | (c) | (d) | (e) = (a) × ((b) × (c) + (d)) | | Named Executive Officer | Total weighted- average target AIP payout(1) ($) | Business performance factor | Individual performance multiplier | Strategic and sustainability modifier | Approved 2025 AIP payout(2) ($) | | William M. Brown | 3,150,000 | 108.9% | 100% | 10% | 3,745,322 | | Anurag Maheshwari | 1,178,389 | 108.9% | 110% | 10% | 1,529,419 | | Wendy A. Bauer | 828,778 | 100.0% | 100% | 10% | 911,655 | | Christian T. Goralski | 804,728 | 120.0% | 105% | 10% | 1,094,414 | | Kevin H. Rhodes | 839,278 | 108.9% | 100% | 10% | 997,894 |

  82. 2025 annual long-term incentive awards

    2025 annual long-term incentive awards After considering 2024 individual performance and the most recent compensation data available from companies in the Peer Group, the Committee approved (and in the case of Mr. Brown, the independent members of the Board of Directors ratified) the target grant values for the Named Executive Officers’ 2025 annual long-term incentive awards. For 2025, the Committee chose to deliver each Named Executive Officer’s target grant value using a mix of performance shares, stock options, and RSUs, as set forth in the table below. Amounts shown exclude the target grant value of special awards, such as one-time make-whole and inducement awards granted in connection with the commencement of employment or retention awards (although none of the Named Executive Officers received any such awards in 2025).

  83. 2025 annual long-term incentive awards

    | Name | Target grant value of 2025 annual performance share awards (1)($) | Target grant value of 2025 annual stock option awards ($) | Target grant value of 2025 annual RSU awards ($) | Aggregate target grant value of all 2025 annual awards ($) | | William M. Brown | 7,000,000 | 7,000,000 | — | 14,000,000 | | Anurag Maheshwari | 2,150,000 | 1,075,000 | 1,075,000 | 4,300,000 | | Wendy A. Bauer | 1,570,000 | 785,000 | 785,000 | 3,140,000 | | Christian T. Goralski | 1,570,000 | 785,000 | 785,000 | 3,140,000 | | Kevin H. Rhodes | 1,465,000 | 732,500 | 732,500 | 2,930,000 |

  84. 2025 annual long-term incentive awards

    (1)Amounts shown reflect the approved target grant value and are not the same as the grant date fair value of performance share awards as calculated pursuant to FASB ASC Topic 718 for financial reporting purposes, which is reported in the Executive Compensation tables below. The grant date fair value of the performance share awards is determined using a Monte Carlo simulation based on, among other things, assumptions related to stock price volatility and reflects the relative TSR-based payout modifier applicable to the performance share awards.

  85. 2025 annual long-term incentive awards

    | 67 | 3M Company |

  86. Long-term incentives

    Long-term incentives 3M provides its executives with long-term incentives to motivate long-term shareholder value creation and incentivize retention. For 2025, the Committee allocated 50 percent of the target grant value of the annual long-term incentive awards granted to each NEO to performance shares. The remaining 50 percent was delivered in the form of stock options for Mr. Brown, to strongly align his pay delivery to 3M’s stock price improvement. For each of the other Named Executive Officers, the remaining 50 percent was equally split between RSUs and stock options to further strengthen alignment with shareholder interests. In limited circumstances, our employees also may receive other equity awards on an ad hoc basis as new hires or for recognition and retention, promotions, or other purposes. None of the NEOs received any special awards in 2025.

  87. 2025 performance share awards

    2025 performance share awards In response to shareholder feedback and to better incentivize focus on long-term performance, the Committee approved several changes to our performance share award program. Starting with the 2025 equity awards, the Committee revised the performance share design to measure financial results cumulatively over the entire three-year performance period, replacing the prior approach of using one-year performance cycles within the three-year performance period. The Committee also adopted a Relative TSR payout modifier to foster a closer alignment between the long-term incentive program payouts and our shareholder experience over the same performance period. Vesting of performance shares awarded to our Named Executive Officers in 2025 is tied to the Company’s performance on two equally weighted criteria of Earnings per Share and Free Cash Flow, each measured cumulatively over the three- year performance period ending on December 31, 2027. These performance criteria were selected because they are aligned with our operating plan and the financial objectives communicated to shareholders, and the Committee believes that they are important drivers of long-term shareholder value. Earned shares are subject to a Relative TSR payout modifier that can increase or decrease the payout by up to 20 percent (but not beyond 200 percent), based on the Company’s three-year TSR performance relative to the S&P 500 Industrials index. The actual number of shares of common stock that will be delivered at the end of the three-year performance period may be anywhere from 0 percent to 200 percent of the target number of shares awarded, depending on the Company’s performance over such time period against the goals set forth below, generally subject to continued employment. The Committee set the goals for these awards consistent with the medium‑term financial plan shared at our Investor Day presentation in February 2025. If the Company’s performance falls between the threshold and target or target and maximum performance levels, the number of shares of 3M common stock earned will be determined by linear interpolation.

  88. 2025 performance share awards

    | (Dollars in millions, except per share amounts) | | | | | 2025 performance share award targets | | 2025-2027 ($) | Weighted payout level (% of target) | | Earnings per Share | Threshold* | 23.00 | 10% | | | Target | 25.00 | 50% | | | Maximum | 27.00 | 100% | | Free Cash Flow | Threshold* | 12,465 | 10% | | | Target | 13,850 | 50% | | | Maximum | 15,235 | 100% | | Relative TSR Payout Modifier | If the Company’s Relative TSR Percentile rank is: - At or below the 25th percentile - Between the 25th and 75th percentile - At or above the 75th percentile | The otherwise applicable payout percentage will be: - Reduced by 20 percent - Left unchanged - Increased by 20 percent | |

  89. 2025 performance share awards

    *No payout is provided for below threshold performance. The above targets are not a prediction of how 3M will perform during the years 2025 through 2027 or any other period in the future. The sole purpose of these formulas, which were approved by the Committee at the time the awards were

  90. 2025 performance share awards

    | 2026 Proxy Statement | 68 |

  91. 2025 performance share awards

    granted, is to establish a method for determining the number of shares of 3M common stock to be delivered for the performance share awards described above. 3M is not providing any guidance, nor updating any prior guidance, of its future performance with the disclosure of these formulas, and you are cautioned not to rely on the above targets as a prediction of 3M’s future performance.

  92. 2025 performance share awards

    | Committee consideration of 2025 long-term incentive performance targets | | •In 2025, the Committee introduced a long-term incentive plan centered on two key metrics: cumulative Earnings per Share and cumulative Free Cash Flow. These metrics were aligned with the approved payout curve, with threshold, target, and maximum levels corresponding to payout percentages of 20 percent, 100 percent, and 200 percent, respectively. •The Earnings per Share goal aligns with the three-year financial framework presented at the February 2025 Investor Day. It is anchored to the midpoint of the publicly disclosed 2025 EPS guidance and reflects an implied EPS growth rate in the high single digits. •The Free Cash Flow goal implies a conversion range consistent with historical performance, with the target level requiring conversion above 100 percent, which exceeds the Peer Group median of roughly 93 percent as measured over the past three years. The performance levels excluded the impact of certain litigation settlements, consistent with our non-GAAP earnings guidance and reporting. •The Relative TSR payout modifier requires our relative performance to be at or above the 75th percentile for the payouts to be increased by 20 percent. No payout increase will be provided if our Relative TSR performance falls below the 75th percentile and payouts will be reduced 20 percent if our Relative TSR performance is at or below the 25th percentile. •When the Committee set the 2025 performance share award goals, it recognized the potential for significant cash payments in 2025 due to the 2023 settlement agreements with U.S.-based Public Water Suppliers and for Combat Arms Earplugs and the potential for additional settlements. Since all potential settlement payments were adjusted out or disregarded when setting initial guidance and it was anticipated that such payments would be adjusted out or disregarded when updating guidance and reporting results throughout the year, the Committee chose not to reflect the settlement payments in the 2025 goals. The Committee instead decided to adjust the performance results used to calculate incentive compensation payouts to closely align with the Company’s reported, non-GAAP financial results, consistent with its historical practice. This approach ensures that participants are compensated based on the Committee’s assessment of the Company’s 2025 operating performance, which closely aligns with the Company’s publicly reported non-GAAP financial results. •The Committee believes all of the performance goals were set to be rigorous, consistent and aligned with the Company’s strategic priorities, significant transformation initiatives, internal operating plan, business outlook, objective of increasing long-term shareholder value, objective of reducing risk and uncertainty, and pay-for- performance philosophy. |

  93. 2025 stock options

    2025 stock options We grant stock options to provide incentives to increase 3M’s stock price over the long term and support executive retention. Stock options granted to the Named Executive Officers in 2025 as part of their annual long-term incentive compensation have the following features: •an exercise price equal to the closing price of a share of 3M common stock on the NYSE for the date of grant; •a ratable three-year vesting schedule; and •a maximum term of 10 years.

  94. 2025 restricted stock units

    2025 restricted stock units We grant RSUs to align the interests of our executives with those of our shareholders, and to promote the long-term retention of our executive talent. RSUs granted to the Named Executive Officers in 2025 as part of their annual long-term incentive compensation have the following features: •a three-year “cliff” vesting schedule; and •cash-settled dividend equivalent rights that are payable only if the underlying shares are earned.

  95. 2025 restricted stock units

    | 69 | 3M Company |

  96. Status of performance share awards

    Status of performance share awards The Company’s legacy approach to measuring long-term results associated with performance shares issued in 2023 and 2024 resulted in an overlap of performance periods. For example, the performance goals for 2023 performance share awards relate to the years 2023, 2024, and 2025. Similarly, the performance goals for 2024 performance share awards relate to the years 2024, 2025, and 2026, as shown below. Performance against the goals established for the 2023 and 2024 performance share awards is measured separately for each calendar year during the measurement period, with each year weighted as shown below in parenthesis. This structure was intended to reduce motivation to maximize performance in any one period by providing the highest-level rewards only by building sustainable long-term results. In response to shareholder feedback, the Committee revised the design of the 2025 performance share awards to use a single measurement period for the entire three-year performance period spanning 2025, 2026, and 2027, with results measured cumulatively.

  97. Status of performance share awards

    | | 2023 | 2024 | 2025 | 2026 | 2027 | | 2023 PSA | Year 1 (50%) | Year 2 (30%) | Year 3 (20%) | | | | 2024 PSA | | Year 1 (50%) | Year 2 (30%) | Year 3 (20%) | | | 2025 PSA | | | 2025-2027 3-year Performance Period (100%) | | |

  98. Status of performance share awards

    The Committee periodically reviews the Company’s performance against the goals established throughout the applicable measurement period. The graphics and tables below summarize the status of the 2023 and 2024 performance share awards held by the Named Executive Officers, as of December 31, 2025. Given the three-year cumulative goals set for the 2025 performance share awards, information regarding performance against the goals set for those awards will be provided following completion of the three-year performance period.

  99. Status of performance share awards

    | 71 | 3M Company |

  100. Percent of target performance shares accrued by year*

    Percent of target performance shares accrued by year*

  101. share awards

    | The final payout percentage for each performance share award issued in 2023 and 2024 equals the sum of the payout percentages for each year during the performance period based on the Company’s performance against the financial goals approved by the Committee at the beginning of the performance period. For performance shares issued in 2025, the performance results will be measured upon completion of the full three-year performance cycle, ending on December 31, 2027, without interim performance measurement opportunities. |

  102. 2023 PSA (2023-2025 measurement period)

    | | | | | | Payout level (% of target) | Performance year and weighting | Actual result(1) | Percent of target performance shares accrued | | | | Performance levels for... | | | | | | | | | | 2023 | 2024 | 2025 | | | | | | Earnings per Share Growth | Threshold(2) | -6.0% | 10.0% | 2.0% | 6.7% | Year 1 – 50% | -0.4% | 16.7% | | | Target | -4%-0% | 14.0% | 5.0% | 33.3% | Year 2 – 30% | 20.0% | 20.0% | | | Maximum | 1.0% | 18.0% | 8.0% | 66.7% | Year 3 – 20% | 11.2% | 13.3% | | Relative Organic Sales Growth(4) | Threshold(2) | -2.9% | -1.5% | -1.5% | 6.7% | Year 1 – 50% | -2.8% | 4.2% | | | Target | -1.4%-0% | —% | —% | 33.3% | Year 2 – 30% | 0.9% | 16.0% | | | Maximum | 0.5% | 1.5% | 1.5% | 66.7% | Year 3 – 20% | -0.4% | 5.2% | | Free Cash Flow Growth | Threshold(2) | -2.0% | 2.0% | 2.0% | 6.7% | Year 1 – 50% | 30.3% | 33.3% | | | Target | 3.0% | 5.0% | 5.0% | 33.3% | Year 2 – 30% | 4.9% | 9.7% | | | Maximum | 8.0% | 8.0% | 8.0% | 66.7% | Year 3 – 20% | 1.5% | —% | | | | | | | | | Total | 118.4% |

  103. 2024 PSA (2024-2026 measurement period)(1)

    | | | | | Payout level (% of target) | Performance year and weighting | Actual result(1) | Percent of target performance shares accrued | | | | Performance levels for... | | | | | | | | | 2024(3) | 2025/2026(4) | | | | | | Earnings per Share Growth | Threshold(2) | 10.0% | 1.0% | 6.7% | Year 1 – 50% | 20.0% | 33.3% | | | Target | 14.0% | 3.25% | 33.3% | Year 2 – 30% | 11.2% | 20.0% | | | Maximum | 18.0% | 5.5% | 66.7% | Year 3 – 20% | | | | Relative Organic Sales Growth(5) | Threshold(2) | -1.0% | -1.0% | 6.7% | Year 1 – 50% | 0.9% | 31.7% | | | Target | —% | —% | 33.3% | Year 2 – 30% | -0.4% | 6.8% | | | Maximum | 1.0% | 1.0% | 66.7% | Year 3 – 20% | | | | Free Cash Flow Growth | Threshold(2) | $3,430 | 1.0% | 6.7% | Year 1 – 50% | $4,309 | 33.3% | | | Target | $3,810 | 3.25% | 33.3% | Year 2 – 30% | 1.5% | 3.8% | | | Maximum | $4,195 | 5.5% | 66.7% | Year 3 – 20% | | | | | | | | | | Total | 128.9% |

  104. Policies and practices related to the grant of certain equity awards

    Policies and practices related to the grant of certain equity awards The Committee has adopted an equity award grant policy that governs the timing of equity awards made to the Company’s executive officers and other employees. The policy is designed to help ensure that the grant date for equity awards generally occurs at a time when the Company is not expected to be in possession of material non-public information regarding its business and at a time when the Company is not expected to be imminently disclosing material non-public information that could result in changes to the trading price of our common stock. Under the policy, the grant of annual long-term incentive awards, including stock options, typically will be approved in the first quarter of each fiscal year, which historically has occurred at the regularly scheduled Committee meeting in February. The policy provides that if the grant date would fall within the period beginning on the fifteenth day of the last month of a fiscal quarter or fiscal year and ending prior to the third trading day following the filing of the Form 10-Q or Form 10-K covering such fiscal quarter or fiscal year, respectively (such period, the “Closed Period”), the effective date for the annual long-term incentive awards should generally be the first business day following the last day of the Closed Period. The grant date for off-cycle equity awards, such as one-time awards granted in connection with the commencement of employment, retention awards, or other special grants, generally is set as the first business day of the calendar month following the date of approval or, if later, the first business day of the calendar month after the recipient becomes eligible to receive the grant; provided, however, that if the grant date determined in such manner would fall within a Closed Period, the grant date generally will instead be set as the first business day of the first calendar month following the expiration of the Closed Period. All stock options will have an exercise price not less than the closing price of a share of 3M common stock on the NYSE for the grant date. During fiscal year 2025, none of our NEOs were awarded stock options with an effective grant date during the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that discloses material nonpublic information (other than a current report on Form 8-K disclosing a material new option award grant under Item 5.02(e) of that form), and ending one business day after the filing or furnishing of such report.

  105. Severance benefits

    Severance benefits The 3M Executive Severance Plan provides separation payments and benefits to certain U.S. executives, including the Named Executive Officers, in the event of a qualifying termination of their employment. Among other things, the plan is intended to support talent recruitment and retention objectives (especially at times when there are uncertainties around restructurings and reductions in force) and to provide a consistent approach to executive departures. See “Potential payments upon termination or change in control” beginning on page 86 for additional information concerning the benefits made available under the Severance Plan and the circumstances under which benefits will be made available.

  106. Severance benefits

    | 2026 Proxy Statement | 76 |

  107. Clawback policy and other remedial actions

    During the period beginning on January 1, 2025, through the date of this Proxy Statement, the Company was not required to prepare an accounting restatement that required recovery of erroneously awarded compensation pursuant to the Company’s clawback policy. Other remedial actions. Whether or not an executive’s actions trigger a potential clawback, 3M also may take other remedial actions to appropriately address employee conduct that is considered detrimental to the Company. Depending on the circumstances, such other actions may include, without limitation, reducing the executive’s duties and responsibilities, limiting the progression of the executive’s career with 3M, reducing the executive’s base salary or target Total Cash Compensation, reducing the target grant value of the executive’s future long-term incentive compensation awards, causing the forfeiture of the executive’s outstanding long-term incentive awards, or terminating the executive’s employment with 3M.

  108. 2025 summary compensation table

    2025 summary compensation table The following table shows the compensation earned or received during 2025, 2024, and 2023 by each of 3M’s named executive officers (as determined pursuant to the Securities and Exchange Commission’s disclosure requirements for executive compensation in Item 402 of Regulation S-K).

  109. 2025 summary compensation table

    | Name and principal position | Year | Salary ($) | Bonus ($)(1) | Stock awards ($)(2) | Option awards ($)(3) | Non-equity incentive plan compensation ($)(4) | Change in pension value and nonqualified deferred compensation earnings ($)(5) | All other compensation ($)(6) | Total ($) | | William M. Brown(7)(8) | 2025 | 1,800,000 | — | 7,753,852 | 7,001,242 | 3,745,322 | — | 704,593 | 21,005,009 | | Chairman and Chief Executive Officer | 2024 | 1,200,000 | 3,000,000 | 9,333,492 | 4,333,801 | 2,711,725 | — | 612,013 | 21,191,031 | | Anurag Maheshwari(8)(9) | 2025 | 1,071,263 | — | 3,456,678 | 1,075,188 | 1,529,419 | — | 349,752 | 7,482,301 | | Executive Vice President and Chief Financial Officer | 2024 | 350,000 | 3,150,000 | 5,833,685 | — | 495,070 | — | 120,953 | 9,949,708 | | Wendy A. Bauer(8)(10) | 2025 | 828,778 | — | 2,524,306 | 785,163 | 911,655 | — | 112,875 | 5,162,777 | | Group President, Transportation and Electronics | 2024 | 434,215 | 1,200,000 | 3,431,707 | — | 608,301 | — | 141,301 | 5,815,524 | | Christian T. Goralski(8) | 2025 | 804,728 | — | 2,524,306 | 785,163 | 1,094,414 | — | 180,967 | 5,389,578 | | Group President, Safety and Industrial | 2024 | 769,500 | — | 4,000,054 | — | 923,426 | — | 164,372 | 5,857,352 | | Kevin H. Rhodes | 2025 | 932,531 | — | 2,355,346 | 732,629 | 997,894 | 1,620,163 | 98,243 | 6,736,806 | | Executive Vice President, Chief Legal Affairs Officer and Secretary | 2024 | 907,367 | — | 3,430,172 | — | 1,050,206 | 1,353,342 | 97,487 | 6,838,574 | | | 2023 | 872,787 | — | 3,809,184 | — | 816,928 | 1,121,163 | 87,951 | 6,708,013 |

  110. 2025 summary compensation table

    FOOTNOTES TO 2025 SUMMARY COMPENSATION TABLE (1)For each of Mr. Brown, Mr. Maheshwari, and Ms. Bauer, the amount in the Bonus column reflects a one-time cash hiring bonus negotiated in connection with their commencement of employment with the Company. (2)The amounts in the Stock Awards column reflect the aggregate grant date fair value of such awards computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. Assumptions used in the calculation of these amounts are included in Note 19 to the Company’s audited financial statements for the fiscal year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 3, 2026. The amounts included in this column for the performance share awards made during 2025 are calculated based on the probable satisfaction of the performance conditions for such awards, determined as of the grant date. The grant date fair values for RSU awards and performance share awards issued in 2023 and 2024 were determined based on the closing stock price on the grant date and the probable satisfaction of performance conditions, as applicable. The grant date fair value for the 2025 performance share awards, which include a relative TSR modifier, was determined using a Monte Carlo simulation model, to reflect the probability-weighted outcomes of the market- based performance condition. As a result, the grant date fair value of the 2025 performance share awards may differ from the target grant value approved by the Compensation and Talent Committee (and in the case of Mr. Brown, ratified by the independent members of the Board of Directors). If the highest level of performance is achieved for the most recent performance share awards, the maximum value of the awards at the grant date would be as follows: Mr. Brown — $14,000,189; Mr. Maheshwari — $4,300,056; Ms. Bauer — $3,140,201; Mr. Goralski — $3,140,201; and Mr. Rhodes — $2,930,015. (3)The amounts in the Option Awards column reflect the aggregate grant date fair value of such awards computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. Assumptions made in the calculation of these amounts are included in Note 19 to the Company’s audited financial statements for the fiscal year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 3, 2026. (4)The amounts in the Non-Equity Incentive Plan Compensation column reflect the annual incentive compensation earned by each individual during the year specified pursuant to the Company’s Annual Incentive Plan. (5)The amounts in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column reflect the actuarial increase in the present value (if any) of each individual’s pension benefits under all defined benefit pension plans of the Company, determined using the same interest rate and mortality assumptions as those used for financial statement reporting purposes. See Note 13 to the Company’s audited financial statements for the fiscal year ended December 31, 2025, included in the Company’s

  111. 2025 summary compensation table

    | 79 | 3M Company |

  112. 2025 summary compensation table

    Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 3, 2026. There were no above-market or preferential earnings on deferred compensation under the Company’s nonqualified deferred compensation programs. (6)See the All Other Compensation table below for details of the amounts reported for 2025. For eligible employees hired on or after January 1, 2009, the amounts reported in the All Other Compensation column for each fiscal year include 3M retirement income contributions with respect to the portion (if any) of each Named Executive Officer’s annual incentive payment earned for the year shown, even though the matching contribution was not actually made until after the end of such year. (7)Mr. Brown joined the Company and was appointed Chief Executive Officer, effective May 1, 2024. (8)No amounts are reported for Mr. Brown, Mr. Maheshwari, Ms. Bauer, or Mr. Goralski for 2023, since each first became a Named Executive Officer after those years. (9)Mr. Maheshwari joined the Company and was appointed Executive Vice President and Chief Financial Officer, effective September 1, 2024. (10)Ms. Bauer joined the Company and was appointed Group President, Transportation and Electronics, effective June 17, 2024.

  113. Grants of plan-based awards

    Grants of plan-based awards The following table reflects the various equity and non-equity plan awards granted to the Named Executive Officers during 2025. Except for the annual incentive compensation earned by such Named Executive Officers under the Annual Incentive Plan, all of the awards referred to in this table were granted under the 2016 Long-Term Incentive Plan.

  114. 2025 grants of plan-based awards table

    2025 grants of plan-based awards table

  115. 2025 grants of plan-based awards table

    | | | | Estimated future payouts under non-equity incentive plan awards(2) | | | Estimated future payouts under equity incentive plan awards(3) | | | All other stock awards: number of shares of stock or units (#)(4) | All other option awards: number of securities underlying options (#)(5) | Exercise or base price of option awards ($/Sh)(6) | Grant date fair value of stock and option awards ($)(7) | | Name/ Award type(1) | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | William M. Brown | | | | | | | | | | | | | | 2025 PSA | 03/03/25 | 02/03/25 | | | | 4,563 | 45,627 | 91,254 | | | | 7,753,852 | | 2025 SO | 02/12/25 | 02/03/25 | | | | | | | | 211,902 | 148.87 | 7,001,242 | | AIP | n/a | n/a | 525,105 | 3,150,000 | 6,300,000 | | | | | | | — | | Anurag Maheshwari | | | | | | | | | | | | | | 2025 PSA | 03/03/25 | 02/03/25 | | | | 1,401 | 14,014 | 28,028 | | | | 2,381,539 | | 2025 SO | 02/12/25 | 02/03/25 | | | | | | | | 32,542 | 148.87 | 1,075,188 | | 2025 RSU | 02/12/25 | 02/03/25 | | | | | | | 7,222 | | | 1,075,139 | | AIP | n/a | n/a | 196,437 | 1,178,389 | 2,356,778 | | | | | | | — | | Wendy A. Bauer | | | | | | | | | | | | | | 2025 PSA | 03/03/25 | 02/03/25 | | | | 1,023 | 10,234 | 20,468 | | | | 1,739,166 | | 2025 SO | 02/12/25 | 02/03/25 | | | | | | | | 23,764 | 148.87 | 785,163 | | 2025 RSU | 02/12/25 | 02/03/25 | | | | | | | 5,274 | | | 785,140 | | AIP | n/a | n/a | 138,157 | 828,778 | 1,657,556 | | | | | | | — | | Christian T. Goralski | | | | | | | | | | | | | | 2025 PSA | 03/03/25 | 02/03/25 | | | | 1,023 | 10,234 | 20,468 | | | | 1,739,166 | | 2025 SO | 02/12/25 | 02/03/25 | | | | | | | | 23,764 | 148.87 | 785,163 | | 2025 RSU | 02/12/25 | 02/03/25 | | | | | | | 5,274 | | | 785,140 | | AIP | n/a | n/a | 134,148 | 804,728 | 1,609,456 | | | | | | | — | | Kevin H. Rhodes | | | | | | | | | | | | | | 2025 PSA | 03/03/25 | 02/03/25 | | | | 955 | 9,549 | 19,098 | | | | 1,622,757 | | 2025 SO | 02/12/25 | 02/03/25 | | | | | | | | 22,174 | 148.87 | 732,629 | | 2025 RSU | 02/12/25 | 02/03/25 | | | | | | | 4,921 | | | 732,589 | | AIP | n/a | n/a | 139,908 | 839,278 | 1,678,556 | | | | | | | — |

  116. 2025 grants of plan-based awards table

    FOOTNOTES TO 2025 GRANTS OF PLAN-BASED AWARDS TABLE (1)Abbreviations: PSA = performance share award; SO = stock option; RSU = restricted stock unit award; AIP = annual incentive pay. (2)The amounts shown under “Estimated future payouts under non-equity incentive plan awards” reflect the threshold, target, and maximum amounts that may be earned by each individual during 2025 under the Annual Incentive Plan assuming continued employment through the end of the year. See “Annual incentive” beginning on page 60 for more information. (3)The amounts shown under “Estimated future payouts under equity incentive plan awards” with respect to performance share awards reflect the threshold, target, and maximum number of shares of 3M common stock that may be earned by each individual pursuant to the relevant award. The actual number of shares of 3M common stock to be delivered as a result of these performance shares will be determined by the performance of the Company during the three-year performance period of 2025, 2026, and 2027, as measured against two performance criteria selected by the Compensation and Talent Committee (Earnings per Share and Free Cash Flow) and the potential application of a Relative TSR modifier. See “Long-term incentives — 2025 performance share awards” beginning on page 67 for more information on the performance criteria and formulas used to determine the final number of shares of 3M common stock payable pursuant to these performance share awards. For additional information regarding the valuation methodology and assumptions used in determining the grant date fair value of these awards, see footnote 7 below. (4)The amounts shown in this column reflect the number of shares of 3M common stock subject to restricted stock unit awards granted to each individual during 2025. The restricted stock unit awards granted on February 12, 2025, were part of the Company’s annual equity grants made to approximately 1,200 employees and they will vest in full on the third anniversary of the grant date.

  117. 2025 grants of plan-based awards table

    | 81 | 3M Company |

  118. 2025 grants of plan-based awards table

    (5)The amounts shown under “All other option awards” reflect the number of shares of 3M common stock subject to nonqualified stock options granted to each individual during 2025. The options granted on February 12, 2025, were part of the Company’s annual equity grants made to approximately 1,200 employees, and they vest in installments of one-third on each of the first three anniversaries of the grant date. (6)The exercise price for all stock options granted to the Named Executive Officers is set at the closing price at which 3M common stock traded on the NYSE on the option grant date. (7)The amounts shown under “Grant date fair value of stock and option awards” were determined in accordance with ASC Topic 718, excluding the effect of estimated forfeitures, and, in the case of performance share awards, were determined using a Monte Carlo simulation model, to reflect the probability-weighted outcomes of the market-based performance condition. Assumptions made in the calculation of these amounts are included in Note 19 to the Company’s audited financial statements for the fiscal year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 3, 2026.

  119. 2025 grants of plan-based awards table

    | 2026 Proxy Statement | 82 |

  120. 2025 outstanding equity awards at fiscal year-end table

    2025 outstanding equity awards at fiscal year-end table

  121. 2025 outstanding equity awards at fiscal year-end table

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(1) | | William M. Brown | 70,365 | 140,731(2) | 97.15 | 05/02/34 | | | | | | | — | 211,902(3) | 148.87 | 02/11/35 | | | | | | | | | | | 17,157(4) | 2,832,964 | | | | | | | | | | | 89,210(5) | 14,730,355 | | | | | | | | | 51,468(5) | 8,498,396 | | | | | | | | | 91,254(6) | 14,809,612 | | Anurag Maheshwari | — | 32,542(3) | 148.87 | 02/11/35 | | | | | | | | | | | 21,889(7) | 3,583,667 | | | | | | | | | 4,865(8) | 796,498 | | | | | | | | | 7,222(9) | 1,177,330 | | | | | | | | | | | 9,730(5) | 1,592,996 | | | | | | | | | 28,028(6) | 4,548,664 | | Wendy A. Bauer | — | 23,764(3) | 148.87 | 02/11/35 | | | | | | | | | | | 7,952(10) | 1,307,468 | | | | | | | | | 9,103(11) | 1,496,715 | | | | | | | | | 5,274(9) | 859,767 | | | | | | | | | | | 18,206(5) | 2,993,431 | | | | | | | | | 20,468(6) | 3,321,752 | | Christian T. Goralski | 4,902 | — | 154.69 | 02/06/27 | | | | | | | 3,558 | — | 205.62 | 02/05/28 | | | | | | | 4,653 | — | 177.01 | 02/04/29 | | | | | | | 7,375 | — | 138.39 | 02/03/30 | | | | | | | 6,731 | — | 154.04 | 02/01/31 | | | | | | | 14,751 | — | 142.94 | 02/07/32 | | | | | | | — | 23,764(3) | 148.87 | 02/11/35 | | | | | | | | | | | 5,639(12) | 968,376 | | | | | | | | | 20,587(13) | 3,399,325 | | | | | | | | | 5,274(9) | 859,767 | | | | | | | | | | | 41,174(5) | 6,798,650 | | | | | | | | | 20,468(6) | 3,321,752 | | Kevin H. Rhodes | 7,669 | — | 154.69 | 02/06/27 | | | | | | | 6,501 | — | 205.62 | 02/05/28 | | | | | | | 5,435 | — | 177.01 | 02/04/29 | | | | | | | 4,307 | — | 138.39 | 02/03/30 | | | | | | | 3,366 | — | 154.04 | 02/01/31 | | | | | | | — | 22,174(3) | 148.87 | 02/11/35 | | | | | | | | | | | 17,904(12) | 3,074,644 | | | | | | | | | 17,075(13) | 2,819,424 | | | | | | | | | 4,718(9) | 769,128 | | | | | | | | | | | 35,308(5) | 5,830,057 | | | | | | | | | 19,098(6) | 3,099,414 |

  122. 2025 outstanding equity awards at fiscal year-end table

    FOOTNOTES TO 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE (1)The amounts shown in this column represent (a) the number of unearned restricted stock units or performance shares shown, as applicable, multiplied by (b) the sum of (i) the closing price of a share of 3M common stock on the NYSE for December 31, 2025

  123. 2025 outstanding equity awards at fiscal year-end table

    | 83 | 3M Company |

  124. 2025 outstanding equity awards at fiscal year-end table

    ($160.10) and (ii) the aggregate amount of cash-settled dividend equivalents accrued through December 31, 2025, on each restricted stock unit or performance share, as applicable. (2)These stock options will vest in installments of one-half on each of May 3, 2026, and May 3, 2027. (3)These stock options vested or will vest in installments of one-third on each of February 12, 2026, February 12, 2027, and February 12, 2028. (4)These restricted stock units will vest in installments of one-half on each of May 3, 2026, and May 3, 2027. (5)The shares of 3M common stock to be delivered as a result of the Company’s performance over the three-year performance period ending December 31, 2026, will not vest until December 31, 2026. Under the terms of the awards, these shares of 3M common stock will be delivered no later than March 15, 2027, unless deferred by the executive. In accordance with Securities and Exchange Commission regulations, the number of shares and payout value for these performance shares reflect the maximum payout under the formula for this grant since the Company’s performance during the first two years of the three-year performance period exceeded the target levels for this grant. (6)The shares of 3M common stock to be delivered as a result of the Company’s performance over the three-year performance period ending December 31, 2027, will not vest until December 31, 2027. Under the terms of the awards, these shares of 3M common stock will be delivered no later than March 15, 2028. In accordance with Securities and Exchange Commission regulations, the number of shares and payout value for these performance shares reflect the maximum payout under the formula for this grant since the Company’s overall performance following the first year of the three-year performance period was on track to exceed the target level for this grant. (7)These restricted stock units will vest in installments of one-half on each of October 1, 2026, and October 1, 2027, or immediately in the event of Mr. Maheshwari’s termination of employment by the Company for reasons other than misconduct. (8)These restricted stock units will vest in full on October 1, 2027. (9)These restricted stock units will vest in full on February 12, 2028. (10)These restricted stock units will fully vest on July 1, 2026, or immediately in the event of Ms. Bauer’s termination of employment by the Company for reasons other than misconduct. (11)These restricted stock units will vest in full on July 1, 2027. (12)These restricted stock units vested in full on February 7, 2026. (13)These restricted stock units will vest in full on February 6, 2027.

  125. 2025 option exercises and stock vested table

    2025 option exercises and stock vested table

  126. 2025 option exercises and stock vested table

    | | Option exercises and stock vested | | | | | | Option awards | | Stock awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($)(1) | Number of shares acquired on vesting (#) | Value realized on vesting ($)(2) | | William M. Brown | — | — | 8,577(3) | 1,242,893 | | Anurag Maheshwari | — | — | 10,944(4) | 1,738,892 | | Wendy A. Bauer | — | — | 7,951(5) | 1,245,683 | | Christian T. Goralski | 13,043(6) | 156,441 | — | — | | Kevin H. Rhodes | 14,826(6) | 215,847 | 32,589(7) | 5,383,181 |

  127. 2025 option exercises and stock vested table

    FOOTNOTES TO 2025 OPTION EXERCISES AND STOCK VESTED TABLE (1)The amount shown in this column was determined by multiplying the number of shares acquired on exercise by the difference between the closing price of a share of 3M common stock on the NYSE for the exercise date and the per share exercise price of the options. (2)The amounts shown in this column represent (a) the number of shares acquired on vesting, multiplied by (b) the sum of (i) the closing price of a share of 3M common stock on the NYSE for the vesting date and (ii) the aggregate amount of cash-settled dividend equivalents payable on each share issuable pursuant to the restricted stock units or performance shares that were earned. (3)Reflects the number of shares earned by Mr. Brown upon the vesting of restricted stock units granted to him under the 2016 Long-Term Incentive Plan. All 8,577 of these shares were attributable to restricted stock units granted on May 3, 2024. (4)Reflects the number of shares earned by Mr. Maheshwari upon the vesting of restricted stock units granted to him under the 2016 Long-Term Incentive Plan. All 10,944 of these shares were attributable to restricted stock units granted on October 1, 2024.

  128. 2025 option exercises and stock vested table

    | 2026 Proxy Statement | 84 |

  129. 2025 option exercises and stock vested table

    (5)Reflects the number of shares earned by Ms. Bauer upon the vesting of restricted stock units granted to her under the 2016 Long- Term Incentive Plan. All 7,951 of these shares were attributable to restricted stock units granted on July 1, 2024. (6)Mr. Goralski and Mr. Rhodes each exercised a stock option granted on February 3, 2015, with an exercise price of $146.05 per share, and a stock option granted on February 2, 2016, with an exercise price of $130.14 per share. Mr. Goralski and Mr. Rhodes exercised their 2015 options for 6,393 and 6,850 shares, respectively, and their 2016 options for 6,650 and 7,976 shares, respectively. (7)Reflects the number of shares earned by Mr. Rhodes upon the vesting of restricted stock units and performance shares granted to him under the 2016 Long-Term Incentive Plan. Of this total number of shares, 9,135 were attributable to restricted stock units granted on February 8, 2022, 203 were attributable to restricted stock units granted on February 12, 2025, and 23,251 were attributable to his 2023 performance shares for which the three-year performance period was completed on December 31, 2025.

  130. Pension benefits

    Pension benefits The following table shows the present value of the accumulated benefits payable to each of the Named Executive Officers, as well as the number of years of service credited to each individual, under each of the Company’s defined benefit pension plans determined using the same interest rate and mortality assumptions as those used for financial statement reporting purposes. See Note 13 to the Company’s audited financial statements for the fiscal year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 3, 2026.

  131. 2025 pension benefits table

    2025 pension benefits table

  132. 2025 pension benefits table

    | Name | Plan name | Number of years credited service (#) | Present value of accumulated benefits ($) | Payments during last fiscal year ($) | | William M. Brown | None | — | — | — | | Anurag Maheshwari | None | — | — | — | | Wendy A. Bauer | None | — | — | — | | Christian T. Goralski | None | — | — | — | | Kevin H. Rhodes | Employee retirement income plan | 25 | 1,325,836 | — | | | Nonqualified pension plan | 25 | 5,594,506 | — |

  133. 2025 pension benefits table

    The Employee Retirement Income Plan (ERIP) is a tax-qualified defined benefit pension plan maintained by 3M for eligible employees in the United States. Effective January 1, 2001, the Company amended the ERIP to include a pension equity formula for (1) employees hired or rehired on or after January 1, 2001, and (2) employees who voluntarily elected the pension equity formula during a one-time choice election period in 2001. The ERIP was closed to new participants effective January 1, 2009. As a result, Mr. Brown, Mr. Maheshwari, Ms. Bauer, and Mr. Goralski do not participate in the plan. Mr. Rhodes participates under the pension equity formula of the ERIP (referred to as the Portfolio II Plan). All benefits Mr. Rhodes earns under the ERIP will be payable in the form of a life annuity unless, at the time his employment ends, he elects to receive his entire earned pension benefit as a single lump-sum cash payment. Under the Portfolio II Plan, employees earn pension credits (from 3 percent to 12 percent) for each year of employment based on their age and accumulated years of service under the plan. Once their employment ends, these accumulated pension credits are multiplied by their high-four average annual earnings. An additional amount is calculated by multiplying one-half of the accumulated pension credits by the employee’s high-four average annual earnings (determined based on their base salary and target annual incentive compensation) in excess of a Social Security integration level (70 percent of the Social Security taxable wage base in the year employment ends). The sum of these two amounts is then converted into an annuity payable over the lifetime of the employee using fixed conversion factors. The Portfolio II Plan does not provide any subsidies for early retirement. As a tax-qualified plan, the ERIP is subject to limits that apply to both the amount of earnings that may be considered when determining benefits, as well as the maximum amount of benefits that an employee may earn. The Nonqualified Pension Plan is designed to provide additional benefits to employees, including the Named Executive Officers, who are affected by these limits. Benefits under the Nonqualified Pension Plan generally equal the amount an employee could not

  134. 2025 pension benefits table

    | 85 | 3M Company |

  135. 2025 pension benefits table

    earn under the ERIP as a result of the limits imposed by Federal tax laws. The benefits earned under this Nonqualified Pension Plan generally are paid in the form of a single lump-sum cash payment following the termination of their employment (subject to any applicable delay under Federal tax laws). As of December 31, 2028, benefit accruals for non-union employees under the Company’s U.S. defined benefit pension plans, including the ERIP and the Nonqualified Pension Plans, will cease.

  136. Nonqualified deferred compensation

    Nonqualified deferred compensation The following table reflects the participation during 2025 by the Named Executive Officers in three nonqualified deferred compensation plans maintained by the Company. The Deferred Compensation Excess Plan allows eligible employees to defer for a number of years or until retirement from the Company the receipt of a portion of their base salary and annual incentive compensation. The Performance Awards Deferred Compensation Plan allowed eligible employees to defer for a number of years or until retirement from the Company the payout of any performance share awards they received under the 2016 Long-Term Incentive Plan prior to January 1, 2025. The VIP Excess Plan allows eligible employees to defer until retirement from the Company the receipt of a portion of their base salary and annual incentive compensation. All three plans generally allow the eligible employees to elect to receive payment of their account balances in the form of either a single lump sum payment or in up to ten annual installments. With the exception of deferrals of performance shares under the Performance Awards Deferred Compensation Plan, earnings are credited to the amounts deferred under all three plans based on the returns paid on the investment funds available to participants in 3M’s qualified 401(k) plan or a fixed rate of return based on corporate bond yields (as selected by each participant). Earnings are credited to the deferrals of performance shares under the Performance Awards Deferred Compensation Plan based on the return on shares of 3M common stock, including reinvested dividends.

  137. Nonqualified deferred compensation

    | 2026 Proxy Statement | 86 |

  138. 2025 nonqualified deferred compensation table

    2025 nonqualified deferred compensation table

  139. 2025 nonqualified deferred compensation table

    | Name | Executive contributions in last FY ($)(1) | Registrant contributions in last FY ($)(2) | Aggregate earnings in last FY ($)(3) | Aggregate withdrawals/ distributions ($) | Aggregate balance at last FYE ($)(4) | | William M. Brown | | | | | | | VIP excess plan | 105,000 | 199,852 | 37,518 | — | 367,831 | | Deferred compensation excess plan | — | — | — | — | — | | Performance awards deferred compensation plan | — | — | — | — | — | | Anurag Maheshwari | | | | | | | VIP excess plan | — | 36,490 | 3,717 | — | 40,357 | | Deferred compensation excess plan | — | — | — | — | — | | Performance awards deferred compensation plan | — | — | — | — | — | | Wendy A. Bauer | | | | | | | VIP excess plan | — | 32,612 | 3,931 | — | 39,200 | | Deferred compensation excess plan | — | — | — | — | — | | Performance awards deferred compensation plan | — | — | — | — | — | | Christian T. Goralski | | | | | | | VIP excess plan | 149,315 | 110,777 | 210,939 | — | 1,391,695 | | Deferred compensation excess plan | — | — | — | — | — | | Performance awards deferred compensation plan | — | — | — | — | — | | Kevin H. Rhodes | | | | | | | VIP excess plan | 174,774 | 49,952 | 54,347 | — | 1,351,276 | | Deferred compensation excess plan | — | — | 2,331 | — | 54,351 | | Performance awards deferred compensation plan | 375,942 | — | 152,481 | — | 880,215 |

  140. 2025 nonqualified deferred compensation table

    FOOTNOTES TO 2025 NONQUALIFIED DEFERRED COMPENSATION TABLE (1)All amounts contributed by these individuals during 2025 have been included in the Summary Compensation Table as Salary, Stock Awards, or Non-Equity Incentive Plan Compensation earned in 2023, 2024, or 2025. (2)The amounts shown reflect 3M contributions under the VIP Excess Plan, a nonqualified defined contribution plan. Eligibility for this plan and the Company contributions is limited to employees whose compensation exceeds a limit established by Federal income tax laws for tax-qualified defined contribution plans. The plan permits eligible employees to save additional amounts from their current cash compensation beyond the contribution limits established by Federal tax laws, and to receive Company contributions similar to the Company contributions provided under the tax-qualified 3M Voluntary Investment Plan and Employee Stock Ownership Plan. All amounts contributed by the Company on behalf of these individuals during 2025 are included in the “All Other Compensation” column of the Summary Compensation Table. (3)None of these amounts are included in the Summary Compensation Table as compensation earned in 2025, since none of the Company’s nonqualified deferred compensation plans provide above-market or preferential earnings. (4)Includes the following amounts reported as compensation for 2023 and 2024 in the Summary Compensation Table: Mr. Brown — $25,650; Mr. Maheshwari — $150; Ms. Bauer — $2,676; Mr. Goralski — $254,878; and Mr. Rhodes — $243,805.

  141. Potential payments upon termination or change in control

    Potential payments upon termination or change in control As reflected in the CD&A portion of this Proxy Statement, 3M has no fixed-term employment agreements with any of the Named Executive Officers nor does it have any change in control plans or arrangements that would provide benefits to any of the Named Executive Officers solely in the event of a change in control of the Company. We also do not have any agreements that would provide automatic “single-trigger” accelerated vesting of equity compensation or excise tax gross- up payments to any of our Named Executive Officers in the event of a change in control of the Company. 3M does

  142. Potential payments upon termination or change in control

    | 87 | 3M Company |

  143. Potential payments upon termination or change in control

    maintain a severance plan that provides separation benefits to eligible U.S. employees (including the Named Executive Officers) who incur a qualifying termination. In addition, certain of the Company’s compensation and benefit plans provide all participants (including the Named Executive Officers) with certain rights or the right to receive payments in the event of the termination of their employment or upon a change in control of the Company. The terms applicable to these potential rights or payments in various situations are described below. Payments or benefits under other plans and arrangements that generally are provided on a non-discriminatory basis to all similarly situated employees of the Company upon the termination of their employment are not described, including: •accrued base salary; •annual incentive earned with respect to completed performance periods; •retiree welfare benefits provided to substantially all of the Company’s U.S. employees, including retiree medical benefits; •distribution of vested account balances under the Company’s qualified 401(k) plan; •accrued pension benefits under the Company’s defined benefit pension plans payable following an employee’s retirement or other termination of employment (the amounts of these benefits earned by the Named Executive Officers are reported in the 2025 Pension Benefits Table); •life insurance benefits generally available to all salaried employees; and •distribution of account balances under the Company’s nonqualified deferred compensation plans (the account balances of the Named Executive Officers are reported in the 2025 Nonqualified Deferred Compensation Table).

  144. Rights and payments upon termination due to death

    Rights and payments upon termination due to death In the event of the termination of their employment due to death, the Named Executive Officers are entitled to receive: •immediate vesting of all unvested stock options and restricted stock units previously granted under the Company’s stock plans, and the opportunity for the Named Executive Officer’s estate or beneficiaries to exercise all vested stock options during the two-year period following the date of death (but not beyond the original expiration date of any such stock option); •payment to the Named Executive Officer’s estate or beneficiaries, no later than March 15 of the year following the year in which the Named Executive Officer died, for all previously granted performance shares (in the same amount as paid for the performance shares granted to other Named Executive Officers if the date of death occurs after the end of the three-year performance period for such shares, and at the lesser of the target value or such other amount as

  145. Rights and payments upon termination due to death

    | 2026 Proxy Statement | 88 |

  146. Rights and payments upon termination due to death

    determined by the Committee in its discretion if the date of death occurs before the end of the three-year performance period for such shares); and •payment to the Named Executive Officer’s beneficiaries of the proceeds from the life insurance policies provided for such Named Executive Officer pursuant to the Company’s Executive Life Insurance Plan.

  147. Rights and payments upon termination due to disability

    Rights and payments upon termination due to disability In the event of the termination of their employment due to disability, the Named Executive Officers are entitled to receive: •continued vesting of stock options previously granted under the Company’s stock plans, and the opportunity to exercise vested stock options previously granted under such plans during the remainder of the original term (up to 10 years) of such options; •immediate vesting of all restricted stock units previously granted under the Company’s stock plans; and •payment for all previously granted performance shares upon completion of the respective three-year performance period, based on actual performance.

  148. Rights and payments upon termination for any other reason

    Rights and payments upon termination for any other reason In the event of the termination of a Named Executive Officer’s employment for any reason that does not fit into one of the categories described above: •the Named Executive Officers will have the opportunity to exercise vested stock options granted under the Company’s stock plans within the first 90 days following the termination date (but not beyond the original expiration date of any such stock option), at which time any remaining vested stock options will be forfeited; and •all unvested stock options, restricted stock units, and performance shares granted to the Named Executive Officers will be forfeited immediately. The amounts payable to or on behalf of each of the Named Executive Officers in each of the above situations (other than amounts relating to payments or benefits generally provided on a non-discriminatory basis to all similarly situated employees) is reflected in the table below, assuming that each individual’s employment terminated and/or a change in control of the Company occurred on December 31, 2025. As of December 31, 2025, Mr. Rhodes was eligible to retire (as that term is defined for purposes of 3M’s stock plans).

  149. Rights and payments upon termination for any other reason

    | 91 | 3M Company |

  150. 2025 potential payments upon termination or change in control table

    2025 potential payments upon termination or change in control table

  151. 2025 potential payments upon termination or change in control table

    | All amounts in U.S. dollars | Termination of employment due to ... | | | | | | Name | Death | Disability | Qualifying termination not in connection with a change in control | Qualifying termination in connection with a change in control(1) | Retirement/ other reason | | William M. Brown | | | | | | | Cash severance | — | — | 9,900,000 | 9,900,000 | — | | Outstanding PSAs(2) | 19,019,182 | — | 13,997,505 | 14,764,806 | — | | Unvested RSUs(3) | 2,832,964 | 2,832,964 | — | 2,832,964 | — | | Unvested options(4) | 11,238,676 | — | — | 11,238,676 | — | | 401(k) Plan vesting | — | — | 39,392 | 39,392 | — | | Outplacement services | — | — | 3,500 | 3,500 | — | | Total | 33,090,822 | 2,832,964 | 23,940,397 | 38,779,338 | — | | Anurag Maheshwari | | | | | | | Cash severance | — | — | 3,396,803 | 3,396,803 | — | | Outstanding PSAs(2) | 3,070,830 | — | 1,548,772 | 1,601,390 | — | | Unvested RSUs(3) | 5,557,495 | 5,557,495 | 265,473 | 5,557,495 | — | | Unvested options(4) | 365,447 | — | — | 365,447 | — | | 401(k) Plan vesting | — | — | 38,667 | 38,667 | — | | Outplacement services | — | — | 3,500 | 3,500 | — | | Total | 8,993,772 | 5,557,495 | 5,253,215 | 10,963,302 | — | | Wendy A. Bauer | | | | | | | Cash severance | — | — | 2,508,710 | 2,508,710 | — | | Outstanding PSAs(2) | 3,157,591 | — | 2,039,317 | 2,138,268 | — | | Unvested RSUs(3) | 3,663,951 | 3,663,951 | 498,855 | 3,663,951 | — | | Unvested options(4) | 266,870 | — | — | 266,870 | — | | Life insurance proceeds(5) | 3,000,000 | — | — | — | — | | 401(k) Plan vesting | — | — | 39,635 | 39,635 | — | | Outplacement services | — | — | 3,500 | 3,500 | — | | Total | 10,088,412 | 3,663,951 | 5,090,017 | 8,620,934 | — | | Christian T. Goralski | | | | | | | Cash severance | — | — | 2,435,913 | 2,435,913 | — | | Outstanding PSAs(2) | 5,060,201 | — | 3,928,034 | 4,152,584 | — | | Unvested RSUs(3) | 5,227,469 | 5,227,469 | 1,778,519 | 5,227,469 | — | | Unvested options(4) | 266,870 | — | — | 266,870 | — | | Life insurance proceeds(5) | 3,000,000 | — | — | — | — | | Outplacement services | — | — | 3,500 | 3,500 | — | | Total | 13,554,540 | 5,227,469 | 8,145,966 | 12,086,336 | — | | Kevin H. Rhodes | | | | | | | Cash severance | — | — | 2,675,297 | 2,675,297 | — | | Outstanding PSAs(2) | 4,464,736 | — | — | 3,602,817 | — | | Unvested RSUs(3) | 6,654,363 | 6,654,363 | — | 6,654,363 | — | | Unvested options(4) | 249,014 | — | — | 249,014 | — | | Life insurance proceeds(5) | 3,000,000 | — | — | — | — | | Outplacement services | — | — | 3,500 | 3,500 | — | | Total | 14,368,113 | 6,654,363 | 2,678,797 | 13,184,991 | — |

  152. 2025 potential payments upon termination or change in control table

    | 2026 Proxy Statement | 92 |

  153. 2025 potential payments upon termination or change in control table

    FOOTNOTES TO 2025 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE (1)Pursuant to the terms of the Severance Plan, certain payments and benefits may be subject to reduction if they otherwise would cause the recipient to incur an excise tax imposed under Section 4999 of the Internal Revenue Code and the reduction would place the participant in a better after-tax position than if the participant received such payments and benefits. The amounts set forth in this column do not reflect the effect of any such reduction. (2)Amounts shown reflect an estimate of the potential value of outstanding performance share awards under the 2016 Long-Term Incentive Plan for which the three-year performance period has not been completed. The estimate is based on the closing price of a share of 3M common stock on the NYSE for December 31, 2025 ($160.10), plus the aggregate amount of cash-settled dividend equivalents accrued through December 31, 2025 that would be paid upon the occurrence of the respective triggering events in accordance with the terms of the awards. For the 2025 performance share awards, the estimate assumes that the Relative TSR Modifier will not increase or decrease the ultimate payout. (3)Amounts shown reflect the value of the shares underlying the unvested 3M restricted stock units that would vest upon the occurrence of the respective triggering events in accordance with the terms of the awards and the cash-settled dividend equivalents accrued through December 31, 2025, on such restricted stock units. Share values are based on the closing price of a share of 3M common stock on the NYSE for December 31, 2025 ($160.10). (4)Amounts shown reflect the intrinsic value on December 31, 2025, of unvested, in-the-money 3M stock options that will vest on an accelerated basis upon the occurrence of the respective triggering events in accordance with the existing contractual terms of the stock options. Intrinsic values are based on the closing price of a share of 3M common stock on the NYSE for December 31, 2025 ($160.10). (5)Amounts shown reflect the group term life insurance proceeds that would be payable to each individual’s beneficiary or beneficiaries pursuant to the policies obtained for them under the Executive Life Insurance Plan.

  154. 2025 potential payments upon termination or change in control table

    | 93 | 3M Company |

  155. Pay versus performance disclosure

    Pay versus performance disclosure Provided below is the Company’s “pay versus performance” disclosure as required pursuant to Item 402(v) of Regulation S-K under the Exchange Act. We have included: •A tabular list of the most important financial performance measures used by our Compensation and Talent Committee in setting performance-based compensation in 2025; •A table that compares the total compensation of our named executive officers (NEOs) as presented in the Summary Compensation Table (SCT) to “compensation actually paid” as defined by the Securities and Exchange Commission (CAP) and that compares CAP to specified performance measures; and •Graphs that describe: •the relationship between our total shareholder return (TSR) and the TSR of the Dow Jones Industrial Average (Peer Group TSR); and •the relationships between CAP and our cumulative TSR, GAAP Net Income, and our company selected measure, Organic Sales Growth. CAP, like total compensation disclosed in the SCT, does not necessarily reflect value actually realized by the executives or how our Committee evaluates compensation decisions in light of Company or individual performance. In particular, our Committee has not used CAP as a basis for making compensation decisions, nor does it use GAAP Net Income or Peer Group TSR for purposes of determining incentive compensation. In addition, a significant portion of the CAP amounts shown relate to changes in values of unvested awards over the course of the reporting year. These unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based on changes in our stock price. As described in detail in the “Compensation Discussion and Analysis” section (CD&A) on pages 51 to 77, our performance share awards are subject to multi-year performance conditions tied to performance metrics and all of our equity awards are subject to time vesting conditions. The ultimate values actually realized by our NEOs from unvested equity awards, if any, will not be determined until the awards fully vest and are settled (or exercised). Please refer to the CD&A for a discussion of our executive compensation program objectives and the ways in which we align executive compensation pay with performance. Salary, bonus, non-equity incentive plan compensation, nonqualified deferred compensation earnings, and all other compensation are each calculated in the same manner for purposes of both CAP and SCT. For 3M, there are two primary differences between the calculation of CAP and SCT total compensation:

  156. Pay versus performance disclosure

    | | SCT Total | CAP | | Pension | Year-over-year increase (but not decrease) in the actuarial present value of pension benefits | Current year service cost and any change in prior year service cost (if a plan amendment occurred during the year) | | Stock and option awards | Grant date fair value of stock and option awards granted during the year | Year-over-year change in the fair value of stock and option awards that are unvested as of the end of the year, or vested or were forfeited during the year |

  157. Pay versus performance disclosure

    Metrics used for linking pay and performance. The following is a list of financial performance measures, which in our assessment represent the most important performance measures used by the Company to link compensation actually paid to the NEOs for 2025. Each metric below is used for purposes of determining payouts under either our annual incentive program or vesting of our performance share awards. The measures in this table are not ranked. Please refer to the CD&A for a further description of these metrics and how they are used in the Company’s executive compensation program.

  158. Pay versus performance disclosure

    | Local Currency Sales | Relative Organic Sales Growth | | Operating Income | Free Cash Flow Growth | | Operating Cash Flow | | | Earnings per Share Growth | |

  159. Pay versus performance disclosure

    Organic Sales Growth is considered an important top-line measure that supports long-term shareholder value creation. For this reason, the Compensation and Talent Committee, in consultation with its independent compensation consultant, chose Organic Sales Growth as the foundation for the relative metric used to calculate one-third of the payout opportunity

  160. Pay versus performance disclosure

    | 2026 Proxy Statement | 94 |

  161. Pay versus performance disclosure

    for the 2025 performance share awards granted to the Company’s executives, which comprise 50 percent of the annual long-term incentive compensation opportunity each executive received in 2025. While Organic Sales Growth is being used as the Company-selected measure included in the tabular disclosure above and the table and graphs that follow, the most important financial performance measure used in future years may be different. Pay versus performance table. Provided below is tabular compensation data for the Company’s Chief Executive Officer (CEO) (our Principal Executive Officer) and our NEOs other than the CEO for 2025, 2024, 2023, 2022, and 2021.

  162. Pay versus performance disclosure

    | All amounts in U.S. dollars | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | (a) | (b) | | (c) | | (d) | (e) | (f) | (g) | (h) | (i) | | Year | Summary Compensation Table Total for CEO(1) | | Compensation Actually Paid to CEO(2) | | Average Summary Compensation Table Total for Other NEOs(1) | Average Compensation Actually Paid to Other NEOs(2) | Total Shareholder Return | Peer Group Total Shareholder Return(3) | GAAP Net Income ($mil.) | Company Selected Measure: Organic Sales Growth(4) | | | Michael F. Roman | William M. Brown | Michael F. Roman | William M. Brown | | | | | | | | 2025 | | 21,005,009 | | 35,738,149 | 6,192,865 | 11,009,844 | 132 | 173 | 3,250 | 2.1% | | 2024 | 17,213,005 | 21,191,031 | 37,800,518 | 32,797,865 | 7,008,929 | 5,570,336 | 104 | 150 | 4,173 | 2.3% | | 2023 | 16,424,566 | | 15,615,060 | | 11,186,064 | 11,580,343 | 71 | 131 | (6,995) | (1.3%) | | 2022 | 14,031,387 | | 152,482 | | 5,322,998 | 1,852,154 | 74 | 113 | 5,777 | 1.2% | | 2021 | 18,200,584 | | 18,438,692 | | 5,527,247 | 3,553,621 | 105 | 121 | 5,921 | 8.8% |

  163. Pay versus performance disclosure

    (1)The following table lists the CEO and our other NEOs for each of fiscal years 2025, 2024, 2023, 2022, and 2021.

  164. Pay versus performance disclosure

    | Year | CEO | Other NEOs | | 2025 | William M. Brown | Anurag Maheshwari, Christian T. Goralski, Wendy A. Bauer, and Kevin H. Rhodes | | 2024 | William M. Brown | Anurag Maheshwari, Peter D. Gibbons, Christian T. Goralski, Wendy A. Bauer, Theresa E. Reinseth, and Monish Patolawala | | | Michael F. Roman | | | 2023 | Michael F. Roman | Monish Patolawala, Peter D. Gibbons, Bryan C. Hanson, and Kevin H. Rhodes | | 2022 | Michael F. Roman | Monish Patolawala, Peter D. Gibbons, Jeffrey R. Lavers, Mojdeh Poul, and Michael G. Vale | | 2021 | Michael F. Roman | Monish Patolawala, Ashish K. Khandpur, Mojdeh Poul, and Michael G. Vale |

  165. Pay versus performance disclosure

    (2)The dollar amounts reported represent CAP, as computed in accordance with Securities and Exchange Commission rules. The dollar amounts do not reflect the actual amount of compensation earned or paid during the applicable year. In accordance with Securities and Exchange Commission rules, the following adjustments were made to SCT total compensation to determine CAP:

  166. CEO pay vs. performance: Total shareholder return

    CEO pay vs. performance: Total shareholder return

  167. CEO pay vs. performance: Total shareholder return

    | n | CEO SCT (Roman) | n | CEO CAP (Roman) | n | CEO SCT (Brown) | n | CEO CAP (Brown) |

  168. CEO pay vs. performance: Total shareholder return

    | — | Peer Group TSR | — | 3M TSR |

  169. Other NEOs pay vs. performance: Total shareholder return

    Other NEOs pay vs. performance: Total shareholder return

  170. Other NEOs pay vs. performance: Total shareholder return

    | n | Other NEOs SCT | n | Other NEOs CAP | — | Peer Group TSR | — | 3M TSR |

  171. Other NEOs pay vs. performance: Total shareholder return

    | 97 | 3M Company |

  172. Other NEOs pay vs. performance: Total shareholder return

    Relationship between CAP and GAAP Net Income. The graph below reflects the relationship between the CEO and average other NEO CAP and our GAAP Net Income. Average other NEO CAP value in 2023 is much higher than in other years due primarily to the special make-whole cash and RSU awards provided to Mr. Hanson to replace compensation he forfeited when he left his prior employer to join 3M. Our fiscal year 2023 financial results include special items that had a significant negative impact on our GAAP net income, the most significant of which was $11.6 billion in after-tax net costs for significant litigation associated with PFAS-related other environmental and Combat Arms Earplugs matters. GAAP net income is not used as a metric in our annual or long-term incentive plans. Refer to the CD&A for information on the financial metrics utilized in our compensation plans, and to Appendix A for a detailed reconciliation of these measures with the most directly comparable GAAP financial measures.

  173. Other NEOs pay vs. performance: Total shareholder return

    | n | CEO CAP (Roman) | n | CEO CAP (Brown) | n | Other NEOs CAP | | GAAP Net Income |

  174. Other NEOs pay vs. performance: Total shareholder return

    Relationship between CAP and Organic Sales Growth (our Company-Selected Measure). The graph below reflects the relationship between CEO and average other NEO CAP and Organic Sales Growth. 2023 organic growth was negatively impacted by declines in consumer-facing markets such as electronics and consumer retail, disposable respirator sales declines, normalization of post-COVID-related biopharma demand, declines in health information systems from tighter hospital budgets, the Company’s exit from Russia, and slowing growth in China. Average other NEO CAP value in 2023 is much higher than in the other years due primarily to the special make-whole cash and RSU awards provided to Mr. Hanson to replace compensation he forfeited when he left his prior employer to join 3M.

  175. Other NEOs pay vs. performance: Total shareholder return

    | n | CEO CAP (Roman) | n | CEO CAP (Brown) | n | Other NEOs CAP | | Organic Sales Growth |

  176. Other NEOs pay vs. performance: Total shareholder return

    | 2026 Proxy Statement | 98 |

  177. Pay ratio

    Pay ratio Presented below is the ratio of annual total compensation of our CEO to the annual total compensation of our median employee (excluding our CEO) for 2025. The ratio reflects a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. In identifying our median employee, we calculated the target annual Total Cash Compensation of each employee as of December 31, 2025. For these purposes, annual Total Cash Compensation included base salary or hourly wages, cash incentives, commissions, and comparable cash elements of compensation in non-U.S. jurisdictions and was calculated using internal human resources records. All amounts were annualized for permanent employees who did not work for the entire year, such as new hires, employees on paid or unpaid leave of absence and employees called for active military duty. We did not apply any cost-of-living adjustments as part of the calculation. The median employee was selected from among approximately 60,700 full-time, part-time, temporary, and seasonal workers who were employed as of December 31, 2025. We did not exclude any employees (whether pursuant to the de minimis exemption for foreign employees or any other permitted exclusion) when making this determination. As determined in accordance with Item 402 of Regulation S-K, the 2025 total compensation was $21,005,009 for our CEO and $66,524 for our median employee. Among other things, these amounts include base salary, overtime, incentive payments, stock-based compensation (using the grant‑date fair value of awards granted in 2025, as determined under ASC Topic 718 and excluding estimated forfeitures), changes in pension values, and retirement plan contributions. As calculated in this manner, the ratio of our CEOs’ total compensation to our median employee’s total compensation for fiscal year 2025 is 316 to 1.

  178. Pay ratio

    | 99 | 3M Company |