DEF 14A of Solventum Corp, Mar 27, 2026

DEF 14A of Solventum Corp

Filed Mar 27, 2026 · FY20250001964738-26-000017

Open on EDGAR

  1. Global commercial scale and reach supported by strong manufacturing expertise

    Global commercial scale and reach supported by strong manufacturing expertise

  2. Global commercial scale and reach supported by strong manufacturing expertise

    | Three business segments | | | | Operating segments | | Top products globally | | | Medical Surgical (MedSurg) is a provider of a broad range of innovative, advanced wound care and surgical solutions that are intended to accelerate healing, prevent complications and lower the total cost of care globally. | | | | Dental Solutions is a provider of a comprehensive suite of dental and orthodontic products that span the life of the tooth, which are intended to address clinical needs in prevention, restoration, replacement, and malocclusion correction. | | | | Health Information Systems is a provider of software solutions and services that are designed to create more time for clinicians to care for patients, improve accuracy in healthcare reimbursement, and support the shift to value-based care. | |

  3. Global commercial scale and reach supported by strong manufacturing expertise

    | 2026 Proxy statement | 7 |

  4. Global commercial scale and reach supported by strong manufacturing expertise

    | Proxy statement summary |

  5. Global commercial scale and reach supported by strong manufacturing expertise

    This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider. Please read the entire Proxy Statement carefully before voting.

  6. Global commercial scale and reach supported by strong manufacturing expertise

    | Proposal 1 | | | Election of Class II Directors | | | | | | The Board recommends a vote FOR each director nominee. | | page 12 | |

  7. Global commercial scale and reach supported by strong manufacturing expertise

    Governance highlights

  8. Global commercial scale and reach supported by strong manufacturing expertise

    | Board practices •Independent Board Chair and Board Committees •Independent directors meet regularly without management present •Annual Board and committee self-assessment •Regular review of the company’s risk profile (including cybersecurity, IT, artificial intelligence, geopolitical, human capital management and sustainability) •Other board service limited to four public companies (limit of two for public company CEOs) •Non-employee director retirement at age of 75 | Shareholder accountability •Majority vote standard for uncontested director elections •Annual director elections beginning in 2028 •Annual say-on-pay vote •Active shareholder outreach and engagement | | | Other governance practices •Stock ownership guidelines for Section 16 officers and directors •Anti-pledging, anti-hedging, and anti-short selling policies |

  9. Global commercial scale and reach supported by strong manufacturing expertise

    Director skills

  10. Global commercial scale and reach supported by strong manufacturing expertise

    | | 10/12 | | 10/12 | | 9/12 | | 11/12 | | 12/12 | | | Healthcare Industry | | Executive Leadership | | Financial Acumen & Experience | | International & Global Operations | | Strategy & M&A | | | 9/12 | | 7/12 | | 6/12 | | 10/12 | | 9/12 | | | Science, Technology, Research & Innovation | | Quality, Regulatory & Compliance | | Corporate Sales, Marketing & Brand Management | | Risk Management | | Human Capital Management |

  11. Global commercial scale and reach supported by strong manufacturing expertise

    | | | | 8 | |

  12. Global commercial scale and reach supported by strong manufacturing expertise

    Board at a glance

  13. Global commercial scale and reach supported by strong manufacturing expertise

    | Class II Directors with terms expiring at the 2026 annual meeting |

  14. Global commercial scale and reach supported by strong manufacturing expertise

    | | Carlos Albán Former Vice Chairman, Chief Commercial Officer, Abbvie Inc. Age: 63 Committees: GC, TC | | Shirley Edwards Former Global Client Service Partner, Ernst & Young Global Limited Age: 65 Committees: AC*, TC | | | Susan D. DeVore Former Chief Executive Officer, Premier Inc. Age: 67 Committees: GC(C) | | Dr. Bernard A. Harris Jr. Chief Executive Officer and Managing Partner, Versalius Ventures, Inc. Age: 69 Committees: GC, STQC |

  15. Global commercial scale and reach supported by strong manufacturing expertise

    | Class III Directors with terms expiring at the 2027 annual meeting |

  16. Global commercial scale and reach supported by strong manufacturing expertise

    | | Carrie S. Cox Chair of the Board Former Chief Executive Officer, Humacyte, Inc. Age: 68 Committees: TC, STQC | | Karen J. May Former EVP and CHRO, Mondelez International, Inc. Age: 68 Committees: TC (C) | | | Bryan Hanson Chief Executive Officer Age: 59 Committees: None | | Darryl L. Wilson Former Vice President, Commercial, GE Power, General Electric Company Age: 62 Committees: AC, TC |

  17. Global commercial scale and reach supported by strong manufacturing expertise

    | Class I Directors with terms expiring at the 2028 annual meeting |

  18. Global commercial scale and reach supported by strong manufacturing expertise

    | | Glenn A. Eisenberg Former EVP and CFO, Laboratory Corporation of America Holdings Age: 64 Committees: AC (C*) | | John H. Weiland Former President and COO, C.R. Bard, Inc. Age: 70 Committees: STQC (C) | | | Elizabeth A. Mily CEO, The T1D Fund; Former EVP, Strategy & Business Development, Bristol-Myers Squibb Inc. Age: 58 Committees: AC, STQC | | Amy A. Wendell Former SVP, Strategy and Business Development and Licensing, Covidien Inc. Age: 65 Committees: GC, STQC |

  19. Global commercial scale and reach supported by strong manufacturing expertise

    | C | Chair | | | | Independent | * | Audit Committee Financial Expert | | AC | Audit Committee | GC | Governance Committee | TC | Talent Committee | STQC | Science, Technology and Quality Committee |

  20. Global commercial scale and reach supported by strong manufacturing expertise

    | 2026 Proxy statement | 9 |

  21. Global commercial scale and reach supported by strong manufacturing expertise

    | Proposal 2 | | | Approval of Our Named Executive Officers’ Compensation in an Advisory Vote | | | | | | The Board recommends a vote FOR this proposal. | | page 42 | |

  22. Global commercial scale and reach supported by strong manufacturing expertise

    Primary components of 2025 target compensation Our executive compensation program is performance-based and aligns the interests of management with the long-term interests of shareholders.

  23. Compensation details

    Compensation details

  24. Compensation details

    | | Base Salary |

  25. Compensation details

    •Compensate executives for their normal day-to- day responsibilities

  26. Compensation details

    | | Annual Incentive Pay |

  27. Compensation details

    •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 Solventum and its business units

  28. Compensation details

    | | Performance Share Awards |

  29. Compensation details

    •Motivate executives to focus on continuously improving performance in key financial metrics believed to drive long- term shareholder value •Retain executive talent

  30. Compensation details

    | | Restricted Stock Units |

  31. Compensation details

    •Motivate executives to build long-term shareholder value •Retain executive talent

  32. Compensation details

    | | | | 10 | |

  33. Compensation details

    | Proposal 3 | | | Ratification of PwC as Auditor | | | | | | The Board recommends a vote FOR this proposal. | | page 74 | |

  34. Compensation details

    | 2026 Proxy statement | 11 |

  35. Compensation details

    | Proposal 1 | | | Election of Class II Directors •Four Class II directors will stand for election at the 2026 Annual Meeting •These Class II directors will be elected for a term of office to expire at the 2028 annual meeting of shareholders | | | | | | The Board recommends a vote FOR each director nominee. | | page 12 | |

  36. Compensation details

    Based on the recommendation of the Governance Committee, the Board has nominated the four Class II directors named under “2026 Director nominees” below to hold office until the 2028 annual meeting of shareholders. Each nominee has consented to be named in the proxy statement and to serve if elected. If, however, a nominee is unavailable for election, your proxy authorizes the persons named on the proxy card to vote for a replacement nominee if the Board names one. As an alternative, the Board may reduce the number of directors to be elected at the meeting. Unless otherwise instructed, the persons named as proxies will vote all proxies received for the election of each of the nominees.

  37. Compensation details

    | Voting standard Nominees for Class II director must receive a majority of the votes cast in person or by proxy on the election of directors in order to be elected as a director. This means that the number of shares voted “for” a director’s election exceeds 50% of the number of votes cast with respect to that director’s election. |

  38. Compensation details

    Majority vote standard for election of directors Under our amended and restated bylaws (the “Bylaws”), directors are to be elected by a majority of the votes cast at any meeting for the election of directors, provided that there is a quorum present at such meeting. A majority of votes cast means that the number of shares voted “for” a director’s election exceeds 50% of the number of votes cast with respect to that director’s election. In the event of a “contested election” of directors, directors shall be elected by the vote of a plurality of the votes cast at any meeting for the election of directors at which a quorum is present. A “contested election” means any election of directors in which the number of candidates for election as directors exceeds the number of directors to be elected. If a nominee for director who is an incumbent director is not elected and no successor has been elected at such meeting, the director shall promptly tender his or her resignation to the Board. The Governance Committee shall make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board shall act on the tendered resignation, taking into account the Governance Committee’s recommendation, and publicly disclose its decision regarding the tendered resignation and the rationale behind the decision within ninety days from the date of the certification of the election results. The director who tenders his or her resignation shall not participate in the recommendation of the Governance Committee or the decision of the Board with respect to his or her resignation. If the incumbent director’s resignation is not accepted by the Board, the director shall continue to serve until the next annual meeting and until his or her successor is duly elected. If the incumbent director’s resignation is accepted by the Board, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board, in its sole discretion, may fill any resulting vacancy or decrease the size of the Board pursuant to the Bylaws.

  39. Compensation details

    | | | | 12 | |

  40. Compensation details

    Directors’ skills, backgrounds and expertise The matrix included below represents some of the key skills, backgrounds and expertise that the Board has identified as particularly valuable to the oversight of the Company and illustrates how our current directors individually and collectively represent these key competencies and backgrounds. While all of these qualifications were considered by the Board and the Governance Committee in connection with this year’s director nomination process, the matrix does not encompass all of the skills, backgrounds and expertise of the director nominees, and the absence of a particular skill, background or expertise for a nominee does not mean that a nominee does not possess elements of that skill, background or expertise. The Board firmly believes that its highly qualified director nominees provide the Board with strong, complementary areas of expertise and skills that are directly correlated to aid the development of our strategic priorities and help guide our early days as a public company.

  41. Compensation details

    | Skill/Expertise | | | | | | | | | | | | | | | | Healthcare Industry Knowledge of or experience in an industry involving healthcare and medical products and services | ü | ü | ü | | ü | ü | ü | ü | ü | ü | ü | | | | Executive Leadership Experience in a significant leadership position, such as CEO, CFO, COO or other leadership position | ü | ü | ü | ü | ü | ü | | ü | ü | ü | | ü | | | Financial Acumen & Experience Experience in financial accounting and reporting and corporate finance* | | ü | ü | ü | ü | ü | | ü | ü | | ü | ü | | | International & Global Operations International market knowledge and business expertise in executive roles in international businesses and experience with the global relationship and activities required to manufacture goods and maximize overall supply chain efficiency, including the sourcing of raw materials and vendor management | ü | ü | | ü | ü | ü | ü | ü | ü | ü | ü | ü | | | Strategy & M&A Experience leading corporate development and implementing mergers and acquisitions and other strategic transactions | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | | | Science, Technology, Research & Innovation Experience with the innovation, design and development of new products and services or as a senior executive of a large complex technology company | ü | ü | ü | | | ü | ü | | ü | ü | ü | ü | | | Quality, Regulatory & Compliance Experience in product quality control and safety systems, regulatory compliance and approvals of new products | | ü | ü | | ü | | ü | | | ü | ü | ü | | | Corporate Sales, Marketing & Brand Management Experience with go-to-market strategies and marketing of an organization’s products and services and brand management | ü | ü | | | | | | ü | | ü | ü | ü | | | Risk Management Experience in oversight of the systems and processes in place to identify, analyze, manage and respond to risk; legal, policy and governance expertise | | ü | ü | ü | ü | ü | ü | | ü | ü | ü | ü | | | Human Capital Management Experience attracting, motivating and retaining top candidates, evaluating performance and compensation of senior management and overseeing strategic human capital planning | | ü | | ü | ü | ü | | ü | ü | ü | ü | ü |

  42. Compensation details

    * Does not necessarily reflect a determination that director is an audit committee financial expert.

  43. Compensation details

    | Background | | | | | | | | | | | | | | Female | | ü | ü | ü | | | | ü | ü | | ü | | | Male | ü | | | | ü | ü | ü | | | ü | | ü | | Racial/Ethnic Diversity | ü | | | | | | ü | | | | | ü |

  44. Compensation details

    | 2026 Proxy statement | 13 |

  45. Compensation details

    2026 Director nominees

  46. Compensation details

    | | Professional experience AbbVie, Inc. •Vice Chairman, Chief Commercial Officer (2018 – 2021) •Executive Vice President, Commercial Operations (2013 – 2018) Abbott Laboratories, Inc. •Senior Vice President, Proprietary Pharmaceutical Products, Global Commercial Operations (2011 – 2012) •Senior Vice President, International Pharmaceuticals (2009 – 2011) •Vice President, Pharmaceuticals, Western Europe and Canada Operations (2007 – 2009) •Vice President, Pharmaceuticals, European Operations (2006 – 2007) •Regional Director, Pharmaceuticals, Northern Europe (2004 – 2006) •General Manager, Portugal (2002 – 2004) •Other management and leadership roles (1986 to 2002) | | | | | | | | | Carlos Albán 63 Director since 2024 Board committees Governance; Talent Prior public company directorships •SpringWorks Therapeutics, Inc. (2022 - 2025) | | | | | | Skills and experience supporting nomination | | | | | Mr. Albán provides the Board with important insights into operational matters in a regulated industry as well as proven leadership in bringing products to the healthcare market. Mr. Albán holds a degree in Economics from Pontificia Universidad Javeriana in Bogotá, Colombia. | | | | | | Healthcare Industry | Over 30 years of experience in pharmaceutical company roles overseeing commercial operations, growth, and development | | | | Executive Leadership | Pharmaceutical executive experience including as Chief Commercial Officer during a period of significant expansion | | | | International & Global Operations | Extensive experience in roles at global healthcare companies responsible for multiple worldwide regions | | | | Strategy & M&A | Deep experience in guiding companies undergoing significant transitions, including recently spun-off companies, as well as in M&A transactions | | | | Science, Technology, Research & Innovation | Significant experience as Chief Commercial Officer and head of pharmaceutical units at pharmaceutical development companies | | | | Corporate Sales, Marketing & Brand Management | Success guiding strong business growth and sales of leading pharmaceutical products |

  47. Compensation details

    | | | | 14 | |

  48. Compensation details

    | | Professional experience Premier Inc. •Chief Executive Officer (2013 – 2021) •President (2013 – 2019) •Served in a consulting capacity for Premier (2021 – 2023) Premier Healthcare Solutions •President and CEO (2009 – 2013) •Chief Operating Officer for a number of affiliated Premier entities (2003 – 2009) | | | | | | | | | | Skills and experience supporting nomination | | | | Susan D. DeVore 67 Director since 2024 Board committees Governance (Chair) Current public company directorships •Elevance Health, Inc. (2021 - Present) •Unum Group (2018 - Present) Prior public company directorships •Premier, Inc. (2013 - 2021) Other directorships and memberships •Advent Health System (director) (2021 - 2025) | | | | | | Ms. DeVore has over 40 years of experience in finance, strategy, and healthcare consulting, culminating in executive leadership roles at a major healthcare company. Her experience includes both executive and director oversight of major acquisitions, technology implementation, sustained growth, and balanced capital deployment. She provides the Board with valuable healthcare, operations, technology, and regulatory oversight knowledge. | | | | | | Healthcare Industry | Over 40 years of experience in strategic, advisory, financial and leadership roles for healthcare provider and payer companies | | | | Executive Leadership | Extensive executive experience including as CEO of a healthcare improvement company during a period of significant organic and inorganic business growth | | | | Financial Acumen & Experience | Significant experience as a seasoned executive during periods of significant organic and inorganic business and revenue growth | | | | Strategy & M&A | Experience in significant acquisitions and integrations through operating and board roles | | | | Science, Technology, Research & Innovation | Valuable experience leading growth through investment in technology and digital capabilities | | | | Quality, Regulatory & Compliance | Executive responsibility for a large company operations in a regulated industry | | | | Risk Management | Substantial experience as board member of multiple companies, including as CEO with oversight of risk |

  49. Compensation details

    | 2026 Proxy statement | 15 |

  50. Compensation details

    | | Professional experience Ernst & Young Global Limited •Global Client Service Partner (2017 – 2022) •Partner (2002 – 2022) | | | | | | | | | | Skills and experience supporting nomination | | | | | Ms. Edwards brings deep financial and public company accounting experience to the Board. During her time at Ernst & Young, she oversaw its multibillion dollar assurance practice across multiple countries and thousands of professionals. She invested in productivity and efficiency workstreams to drive growth. Ms. Edwards holds a Bachelor of Science in Accounting from Virginia Polytechnic Institute and State University. Our Board of Directors has determined that Ms. Edwards is an “audit committee financial expert” for purposes of the rules of the SEC. | | | | Shirley Edwards 65 Director since 2024 Board committees Audit; Talent Current public company directorships •Appian Corp. (2023 - Present) •Baker Hughes Company (2024 - Present) Other directorships and memberships •Cumming Group (2023 - Present •Pamplin College of Business Advisory Council at Virginia Tech (2002 - 2022) •Virginia Tech Foundation Board of Directors (2025 - Present) | | | | | | | Executive Leadership | Significant experience as Chief Operating Officer for a multi-billion dollar division of a leading multinational accounting firm | | | | Financial Acumen & Experience | Over four decades of financial accounting and assurance experience | | | | International & Global Operations | Senior role at global business with oversight over 20 countries and 20,000 people and service on the boards at global companies | | | | Strategy & M&A | Extensive experience in guiding companies, including in governance, finance, portfolio management and M&A transactions Led client service delivery and people strategy, transforming audit practice through investment in technology, analytics, robotics, and process automation; Key partner to companies in transformative M&A | | | | Risk Management | Deep knowledge of risk management, particularly financial and regulatory risk | | | | Human Capital Management | Senior executive leadership experience |

  51. Compensation details

    | | | | 16 | |

  52. Compensation details

    | | Professional experience Versalius Ventures, Inc. •Chief Executive Officer and Managing Partner (2002 - Present) NASA •Former astronaut, mission specialist and payload commander. •Logged more than 438 hours and first African American to walk in space. | | | | | | | | | | Skills and experience supporting nomination | | | | | Dr. Harris provides our Board with deep science, technology, and medical background and leadership experience in helping companies to leverage their resources in support of business operations and investment. His experience as an astronaut provides the Board with unique skills and perspective from both a management and scientific perspective. Dr. Harris earned a Bachelor of Science in Biology from the University of Houston, a Master of Medical Science from the University of Texas Medical Branch at Galveston, a Master of Business Administration from the University of Houston – Clear Lake, and a Doctor of Medicine from Texas Tech University Health Sciences Center School of Medicine. He completed a residency in internal medicine at the Mayo Clinic, a National Research Council Fellowship in endocrinology at the NASA Ames Research Center, and trained as a flight surgeon at the United States Air Force School of Aerospace Medicine. Dr. Harris is a Fellow of the American College of Physicians. | | | | Dr. Bernard A. Harris Jr. 69 Director since 2024 Board committees Governance; Science, Technology and Quality Current public company directorships •RTX Corporation (2021 - Present) •U.S. Physical Therapy (2005 - Present) Other directorships and memberships •Massachusetts Mutual Life Insurance Company (director) (2022 - Present) •Astronaut Scholarship Foundation (director) •Harris Foundation (board member) •Texas Medical Center (board member) | | | | | | | Healthcare Industry | Extensive and unique medical and healthcare experience in various research and clinical roles; Experience on board of a healthcare services company | | | | International & Global Operations | Service on the boards of global companies and international space missions | | | | Strategy & M&A | Oversight experience in guiding companies undergoing significant transitions, including streamlining operations, creation of organic company segments, and M&A; Engaged in portfolio management for early to mid-stage healthcare and technology companies | | | | Science, Technology, Research & Innovation | Substantial experience as a research, clinical, and astronautical medical physician | | | | Quality, Regulatory & Compliance | Considerable experience in government and highly-regulated public companies | | | | Risk Management | Roles addressing extensive and high risk conditions as well as oversight of companies involved in high-risk sectors |

  53. Compensation details

    | 2026 Proxy statement | 17 |

  54. Compensation details

    Continuing directors Below are the biographies of our other current directors.

  55. Class III directors

    Class III directors

  56. Class III directors

    | | Professional experience Organon & Co. •Executive Chairman (2025 – present) Humacyte, Inc. •Chair of the Board (2013 – 2019) •Board Member (2013 – 2021) •Chief Executive Officer (2010 – 2018) Schering-Plough Corporation •Executive Vice President and President of global pharmaceutical business (2003 – 2009) Pharmacia Corporation •President of global pharmaceutical business (1997 – 2003) | | | | | | | | | Carrie S. Cox 68 Director since 2024 Chair of the board Board committees Talent; Science, Technology and Quality Current public company directorships •Organon & Co. (2021 - Present) •Texas Instruments Inc. (2010 - Present) Prior public company directorships •Cardinal Health Inc. (2009 -2023) •Cartesian Therapeutics, Inc. (2019 - 2025) | | | | | | Skills and experience supporting nomination | | | | | Ms. Cox brings substantial experience in guiding companies undergoing significant transitions, including recently spun-off companies, as well as in merger and divestiture transactions. With strong experience as a pharmaceutical company executive, she is an experienced leader at both the management and director levels. | | | | | | Healthcare Industry | 30 years of experience in leadership roles and member of multiple boards at healthcare companies | | | | Executive Leadership | Pharmaceutical and biotech executive experience including as CEO of a regenerative medicine company | | | | Financial Acumen & Experience | Significant experience as a seasoned executive and audit committee member | | | | International & Global Operations | Service on the boards and senior executive roles at global healthcare companies | | | | Strategy & M&A | Deep experience in guiding companies undergoing significant transitions, including recently spun-off companies, as well as in M&A transactions | | | | Science, Technology, Research & Innovation | Deep experience at head of drug and biotech development companies; Responsible for significant capital and R&D investments | | | | Quality, Regulatory & Compliance | Management responsibility of a large multinational company operating in a regulated industry | | | | Corporate Sales, Marketing & Brand Management | Roles including oversight of sales plans, marketing and brand for large global companies | | | | Risk Management | Significant experience as chair of board at multiple public and private companies with oversight over risk | | | | Human Capital Management | Notable compensation committee expertise |

  57. Class III directors

    | | | | 18 | |

  58. Class III directors

    | | Professional experience Solventum Corporation •Chief Executive Officer (2024 – present) 3M – Health Care Business Group •Chief Executive Officer (2023 – 2024) Zimmer Biomet Holdings, Inc. •President and Chief Executive Officer (2017 – 2023) Medtronic plc •Executive Vice President (2015 – 2017) Covidien plc •Senior Vice President and Group President (2011 – 2015) •President, Energy-based Devices business (2006 – 2011) | | | | | | | | | Bryan Hanson 59 Director since 2024 Prior public company directorships •Walgreens Boots Alliance, Inc. (2022 - 2025) •Zimmer Biomet Holdings, Inc. (2017 - 2023) | | | | | | Skills and experience supporting nomination | | | | | Mr. Hanson has over 30 years’ experience in successfully leading, growing, and transforming global medical device businesses at major healthcare companies. He strives for greater innovation and commercial success, driving value for customers, patients, and shareholders. As our CEO, Mr. Hanson brings important operational and management perspective to the Board, including extensive executive experience in the healthcare field and with respect to the effort required to launch a spinoff as a standalone company. | | | | | | Healthcare Industry | Over 30 years of experience in leadership roles at medical device companies | | | | Executive Leadership | Healthcare executive experience, including as CEO of a global medical technology company; Completion of executive leadership programs at Kellogg School of Management and Harvard Business School | | | | Financial Acumen & Experience | Significant experience in financial management as a seasoned executive during periods of growth and portfolio optimization | | | | International & Global Operations | Service in multiple senior executive roles at global healthcare companies | | | | Strategy & M&A | Extensive experience in guiding companies through significant transitions, as well as in strategic planning and mergers and acquisitions | | | | Science, Technology, Research & Innovation | Deep experience as head of medical device businesses | | | | Risk Management | Substantial experience as chief executive and board member at multiple companies with oversight over risk | | | | Human Capital Management | Senior executive leadership expertise |

  59. Class III directors

    | 2026 Proxy statement | 19 |

  60. Class III directors

    | | Professional experience Mondelez International, Inc. (formerly Kraft Foods, Inc.) •Executive Vice President and Chief Human Resources Officer (2005 – 2018) Baxter International Inc. •Corporate Vice President and Chief Human Resources Officer (2001 – 2005) •Vice President, Human Resources (1998 – 2001) •Vice President, various roles (1990 – 1998) PricewaterhouseCoopers •Certified Public Accountant (1980 – 1990) | | | | | | | | | Karen J. May 68 Director since 2024 Board committees Talent (Chair) Current public company directorships •Alcon, Inc. (2019 - Present) Other directorships and memberships •Ace Hardware Corporation (director) (2017 - Present) | | | | | | Skills and experience supporting nomination | | | | | Ms. May brings significant human capital expertise in executive and oversight roles, as well as her expertise in finance and accounting, to the Board. During her previous roles, she oversaw significant restructuring and dispositions leading to meaningful growth at those companies. Ms. May also has extensive experience with spin-offs, mergers and acquisitions, as well as divestiture transactions involving several large international brands and companies. | | | | | | Healthcare Industry | Considerable experience as a board member and in senior leadership at pharmaceutical and biotech companies | | | | Executive Leadership | Substantial experience in multiple senior human resources roles | | | | Financial Acumen & Experience | Extensive exposure to financial reporting and results as a board member, senior executive, and auditor | | | | International & Global Operations | Service in senior executive roles at global healthcare and food companies | | | | Strategy & M&A | Substantial experience in guiding companies undergoing significant transitions, including spun-off companies, restructuring, and M&A transactions | | | | Corporate Sales, Marketing & Brand Management | Roles including driving revenue stream growth and price management for large global companies | | | | Human Capital Management | Significant experience in executive human resources roles, including with respect to post-spinoff management, acquisitions, divestitures, and restructuring |

  61. Class III directors

    | | | | 20 | |

  62. Class III directors

    | | Professional experience The Wilson Collective •President (2018 – present) General Electric Company (1992 – 2018) •GE Power – Vice President, Commercial (2017 – 2018) •Chief Commercial Officer, various divisions (2014 – 2017) British Petroleum North America (1985 – 1991) | | | | | | | | | | Skills and experience supporting nomination | | | | Darryl L. Wilson 62 Director since 2024 Board committees Audit; Talent Current public company directorships •NextEra Energy, Inc. (2018 - Present) •Eaton Corporation (2021 - Present) •Primerica, Inc. (2024 - Present) Other directorships and memberships •Texas Children’s Hospital - Finance and Public Policy Committees (chairman) (2023 - Present) •The Kinkaid School Board of Trustees - Finance and Endowment Committees (chairman) (2021 - Present) •Good Reason Houston (director) (2021 - Present) •The Greater Cleveland Urban League (2024 - Present) | | | | | | Mr. Wilson brings a global perspective on business operations, commercial management, manufacturing and mergers and acquisitions to the Board. During his time in both senior leadership and board roles, he oversaw significant integration, cost savings, and business growth initiatives. Mr. Wilson also oversaw major restructurings. Mr. Wilson has an MBA in Marketing from Indiana University and a BA in Business Administration from Baldwin Wallace College. | | | | | | Executive Leadership | Significant experience as Chief Commercial Officer of multiple major divisions of a large multinational industrial company | | | | Financial Acumen & Experience | Strong oversight expertise and experience in finance and financial markets from Federal Reserve branch bank chairmanship; Significant executive experience during business growth across segments and regions | | | | International & Global Operations | Extensive experience in senior oversight roles at global conglomerates overseeing divisions in multiple regions; Global integration team focused on cost savings and business alignment | | | | Strategy & M&A | Valuable experience in divestitures, mergers and acquisitions, and commercial integration | | | | Science, Technology, Research & Innovation | Two decades of experience overseeing product development and commercialization for multiple divisions of a multinational industrial company | | | | Quality, Regulatory & Compliance | Multiple roles with management responsibility over product quality control and safety systems | | | | Corporate Sales, Marketing & Brand Management | Service in both senior leadership and board roles focused on driving business growth in multiple segments and regions | | | | Risk Management | Substantial experience as board member at multiple public and private companies with oversight over risk | | | | Human Capital Management | Oversaw large teams in multiple segments and global operations; Led global integration team restructuring |

  63. Class III directors

    | 2026 Proxy statement | 21 |

  64. Class I directors

    Class I directors

  65. Class I directors

    | | Professional experience Labcorp Holdings Inc. •Executive Vice President and Chief Financial Officer (2014 – 2024) The Timken Company •Executive Vice President of Finance and Administration and Chief Financial Officer (2002 – 2014) United Dominion Industries (1990 – 2001) •President and Chief Operating Officer (1999 – 2001) | | | | | | | | | | Skills and experience supporting nomination | | | | Glenn A. Eisenberg 64 Director since 2024 Board committees Audit (Chair) Current public company directorships •Middleby (2026 - Present) •MiniMed (2026 - Present) •Lumexa Imaging Holdings, Inc. (2025 - Present) Prior public company directorships •US Ecology, Inc. (2018 - 2022) •Perspecta Inc. (2019 - 2021) | | | | | | Mr. Eisenberg’s long history as a public company finance executive provides the Board with significant financial expertise. He also brings strong audit committee expertise and valuable experience in portfolio optimization. Mr. Eisenberg holds a Bachelor of Arts degree from Tulane University and a Master of Business Administration from Georgia State University. Our Board has determined that Mr. Eisenberg is an “audit committee financial expert” for purposes of the rules of the SEC. | | | | | | Healthcare Industry | Decade of experience in healthcare services leadership | | | | Executive Leadership | Over 20 years of experience as Chief Financial Officer and Chief Operating Officer of large public companies | | | | Financial Acumen & Experience | Long history as a public company finance executive with acumen in driving financial performance; Strong audit committee and oversight expertise | | | | International & Global Operations | Senior roles at global manufacturers and healthcare companies, including as Chief Operating Officer | | | | Strategy & M&A | Valuable experience in corporate transformations, including acquisitions and spin-offs, and portfolio optimization; Experience streamlining operations through divestitures to focus on core competencies, cost reduction and efficiency | | | | Quality, Regulatory & Compliance | Deep experience overseeing quality and compliance at global manufacturers | | | | Risk Management | Deep experience of risk management, particularly financial and regulatory risk | | | | Human Capital Management | Significant experience leading large teams and on public company boards with oversight over human capital management |

  66. Class I directors

    | | | | 22 | |

  67. Class I directors

    | | Professional experience The T1D Fund •Chief Executive Officer (2025 – present) Bristol-Myers Squibb •Executive Vice President, Strategy & Business Development (2020 – 2024) Barclays plc •Managing Director (2010 – 2020) Thermo Fisher Scientific •Senior Vice President (2009 – 2010) Goldman Sachs Group, Inc. (1993 – 2009) •Managing Director, Senior Coverage Officer - Health Care | | | | | | | | | Elizabeth A. Mily 58 Director since 2024 Board committees Audit; Science, Technology and Quality Other directorships and memberships •Ampersand Biomedicines (director) (2024 - Present) | | | | | | Skills and experience supporting nomination | | | | | Ms. Mily brings extensive experience as an executive in the healthcare industry as well as significant strategy and corporate development skills to the Board. During her previous roles, Ms. Mily oversaw significant revenue growth and cost savings, strategic business development and partnership activities, as well as numerous mergers and acquisitions, including divestitures. Ms. Mily holds a Master of Science in Foreign Service from Georgetown University and a Bachelor of Arts in German Literature and European History from the Ohio State University. She was also a Fulbright Scholar to the Universities of Cologne and Hamburg, Germany. | | | | | | Healthcare Industry | Significant experience in multiple leadership roles at healthcare and healthcare advisory companies | | | | Executive Leadership | Experience in increasingly significant executive leadership and Chief Executive Officer positions | | | | Financial Acumen & Experience | Executive experience involving financial management of healthcare companies and as managing director in healthcare investment banking | | | | International & Global Operations | Service in senior executive roles at global healthcare companies | | | | Strategy & M&A | Substantial experience in guiding healthcare companies undergoing significant transitions, including numerous significant M&A transactions, partnerships, and major investments and managed alliances | | | | Science, Technology, Research & Innovation | Management experience in selection, development and regulatory clearance for innovation and new product decisions | | | | Risk Management | Risk oversight experience particularly in portfolio and transaction management | | | | Human Capital Management | Experience with leadership of large teams, particularly in performance, advancement, and compensation management |

  68. Class I directors

    | 2026 Proxy statement | 23 |

  69. Class I directors

    | | Professional experience C. R. Bard, Inc. •President and Chief Operating Officer (2003 – 2017) •Group President (1996 – 2003) Dentsply International, Inc. (1991 – 1996) •Senior Vice President - North America | | | | | | | | | | Skills and experience supporting nomination | | | | | Mr. Weiland provides the Board with extensive international and healthcare business experience as well as expertise regarding regulatory compliance and manufacturing operations. During his tenure at C.R. Bard, he oversaw optimization of workflows and cost reduction, generating significant business growth and revenue generation. | | | | John H. Weiland 70 Director since 2024 Board committees Science, Technology and Quality (Chair) Prior public company directorships •Cardinal Health (2019 - 2022) | | | | | | | Healthcare Industry | Over 40 years of experience in leadership roles and member of multiple boards at healthcare companies | | | | Executive Leadership | Significant healthcare executive experience including as Chief Operating Officer of a medical technology company; Focus on improvement in operational efficiencies across manufacturing and supply chain; Oversight of divestitures and acquisitions to streamline product portfolio in support of margin expansion | | | | International & Global Operations | Service on public boards and in senior executive roles at global medical technology companies; Responsibility in senior role for worldwide manufacturing at medical device company | | | | Strategy & M&A | Extensive experience in guiding companies undergoing significant transitions, including significant M&A transactions | | | | Science, Technology, Research & Innovation | Substantial experience at senior executive level of medical technology company | | | | Quality, Regulatory & Compliance | Extensive regulatory and medical device compliance experience | | | | Corporate Sales, Marketing & Brand Management | Oversaw significant business growth and revenue generation during executive tenure and as Chief Operating Officer | | | | Risk Management | Served on risk committees at public companies responsible for managing corporate and medical device risks | | | | Human Capital Management | Significant experience overseeing operations and on public company boards with oversight over human capital management |

  70. Class I directors

    | | | | 24 | |

  71. Class I directors

    | | Professional experience Perella Weinberg Partners •Senior Advisor, Healthcare Investment Banking (2016 – 2019) McKinsey & Company •Senior Advisor, Strategy and Corporation Finance (2015 – 2018) Covidien plc •Senior Vice President of Strategy and Business Development (2006 – 2015) | | | | | | | | | | Skills and experience supporting nomination | | | | Amy A. Wendell 65 Director since 2024 Board committees Governance; Science, Technology and Quality Current public company directorships •AxoGen, Inc. (2016 - Present) •Baxter International, Inc. (2019 - Present) •Hologic, Inc. (2016 - Present) | Ms. Wendell’s extensive business development and strategy experience in the healthcare industry provides valuable insights for the Board. In particular, Ms. Wendell has deep expertise in all areas of mergers and acquisitions, portfolio management, resource allocation, and identification of new market opportunities. Ms. Wendell holds a Bachelor of Science in Mechanical Engineering from Lawrence Technological University and a Master of Science degree in Biomedical Engineering from the University of Illinois. | | | | | | Healthcare Industry | Over 30 years of experience in strategic leadership roles and member of multiple boards at healthcare and medical device companies | | | | Financial Acumen & Experience | Deep knowledge through executive and board experience of financial valuation and portfolio optimization | | | | International & Global Operations | Service on the boards and in senior strategy roles at global healthcare and medical device companies | | | | Strategy & M&A | Extensive and thorough experience in guiding companies undergoing significant transitions, including M&A, as well as portfolio management and spin-offs | | | | Science, Technology, Research & Innovation | Considerable experience overseeing acquisition and portfolio management of science and research companies | | | | Quality, Regulatory & Compliance | Strategic responsibility for large multinational companies operating in regulated industries; Roles in product development and licensing and distribution | | | | Corporate Sales, Marketing & Brand Management | Oversight in multiple roles of revenue growth and margin enhancement for large global companies | | | | Risk Management | Significant experience with mergers and acquisitions as well as divestitures for multiple public and private companies with oversight over strategic risk | | | | Human Capital Management | Leadership of large teams particularly in performance and advancement; Roles on public company boards with oversight over human capital management |

  72. Class I directors

    | 2026 Proxy statement | 25 |

  73. Class I directors

    Board composition and leadership structure

  74. Class I directors

    | Leadership structure | | | | | | | | | | | | | | | | | Chair: Carrie S. Cox | Chief Executive Officer: Bryan Hanson | Audit Committee Chair: Glenn Eisenberg | Talent Committee Chair: Karen May | Governance Committee Chair: Susan DeVore | Science, Technology and Quality Committee Chair: John Weiland |

  75. Class I directors

    We have an independent Board leadership structure to guide the oversight of the Company. The Board’s leadership structure, which includes an independent Chair, allows Ms. Cox, as Chair, to lead agenda setting and oversight of the Company’s strategy at the Board level, while Mr. Hanson, in his capacity as CEO, leads the development and execution of the strategy. Committee Chairs were selected based on their significant professional and leadership experience enabling them to lead their respective committee’s work. As a newly independent company, in selecting candidates for our Board, our Chair, with the assistance of a leading independent search firm, engaged in a comprehensive recruitment focused on identifying directors across three core areas: •Directors who would bring highly relevant industry experience in healthcare, including in medical devices, biotechnology and pharmaceutical businesses; •Directors with spin-off and post spin-off and similar transformational business experience – a crucially important skill set as we developed our three-phased strategic approach, execute future portfolio optimization plans and transition over the next several years away from the highly complex arrangements with 3M Company (“3M”) in place today; •Directors with critical and valuable experience in governance, human resources and audit and tax functions best practices to lead us as we set up a new standalone global organization and business culture.

  76. Class I directors

    | | | | 26 | |

  77. Class I directors

    Board committees

  78. Class I directors

    | Audit Committee | | | | | | | | | | Chair: | Other Members: | | | | | | | | Glenn Eisenberg | | Shirley Edwards | | Elizabeth Mily | | Darryl Wilson | | Number of Meetings in 2025: 9 | | | | | | | |

  79. Class I directors

    The Audit Committee is established in accordance with Rule 10A-3 under the Securities Exchange Act of 1934 (the “Exchange Act”) and the listing rules of the New York Stock Exchange (“NYSE”). The Audit Committee has the responsibilities set forth in its charter. These responsibilities include, among others: •reviewing Solventum’s annual audited and unaudited quarterly financial statements; •reviewing Solventum’s financial reporting process, including internal controls over financial reporting and any significant issues regarding the application of accounting principles and financial statement presentation, and critical accounting policies; •periodically reviewing Solventum’s capital allocation and capital structure strategies, insurance coverage, funding for pension and other post-retirement benefit plans, global tax planning, and global treasury activities; •periodically obtaining reports from Solventum’s Chief Compliance Officer on compliance and on the implementation and effective of Solventum’s compliance and ethics program; •periodically reviewing, and obtaining reports or discussing with senior management, as applicable, information technology networks, including cyber security and artificial intelligence, and systems and related policies and internal controls; and the annual audit plan, scope of work, and the results of internal audits and management’s response thereto; •establishing procedures for (i) the receipt, retention, and treatment of complaints received by Solventum regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission by Solventum employees of concerns regarding questionable accounting or auditing matters and periodically reviewing with the Chief Compliance Officer and Solventum’s internal auditing department these procedures and any significant complaints received; •periodically obtaining reports from senior management regarding Solventum’s performance of its obligations under spin-off related agreements, and monitoring the implementation and Solventum’s progress under such agreements; and •appointing, overseeing, and approving compensation of Solventum’s registered public accounting firm.

  80. Class I directors

    | Each member of the Audit Committee is expected to be financially literate, and our Board determines that at least one member of the Audit Committee is an “audit committee financial expert” for purposes of the rules of the SEC. The Board has determined that Glenn Eisenberg and Shirley Edwards are each an audit committee financial expert. In addition, our Board determines that each of the members of the Audit Committee are independent, as defined by the rules of the NYSE, Section 10A(m)(3) of the Exchange Act, and in accordance with Solventum’s Director Independence Guidelines. |

  81. Class I directors

    | 2026 Proxy statement | 27 |

  82. Class I directors

    | Governance Committee | | | | | | | | | | Chair: | Other Members: | | | | | | | | Susan DeVore | | Carlos Albán | | Dr. Bernard Harris, Jr. | | Amy Wendell | | Number of meetings in 2025: 5 | | | | | | | |

  83. Class I directors

    The Governance Committee has the responsibilities set forth in its charter. These responsibilities include, among others: •selecting and recommending director candidates to our Board, in light of the Board Membership Criteria adopted by our 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 Solventum’s Bylaws); •reviewing and making recommendations to our Board concerning the composition and size of our Board and its committees and the Board Membership Criteria; •reviewing Solventum’s Corporate Governance Guidelines at least annually, and recommending any proposed changes to our Board for approval; •developing and recommending to our Board standards to be applied in making determinations on the types of relationships that constitute material relationships between Solventum and a director for purposes of determining director independence; •discussing policies with respect to enterprise risk assessment and enterprise risk management, Solventum’s major risk exposures, and the steps the leadership team has taken to monitor and mitigate such exposures; and •developing and recommending to our Board for its approval an annual self-assessment process of our Board and its committees and overseeing the process.

  84. Class I directors

    | Our Board has determined that each member of the Governance Committee is independent, as defined by the rules of the NYSE and in accordance with Solventum’s Director Independence Guidelines. |

  85. Class I directors

    | Science, Technology and Quality Committee | | | | | | | | | | | | Chair: | Other Members: | | | | | | | | | | John Weiland | | Carrie Cox | | Dr. Bernard Harris, Jr. | | Elizabeth Mily | | Amy Wendell | | Number of Meetings in 2025: 4 | | | | | | | | | |

  86. Class I directors

    The Science, Technology and Quality Committee has the responsibilities set forth in its charter. These responsibilities include, among others: •monitoring and reviewing the overall strategy, direction and effectiveness of Solventum’s research and development and business development activities; •reviewing management’s strategy and allocation of resources for research and development and business development activities, including product line extensions, new product platforms and licensing and distribution arrangements; •overseeing risk management of product quality and safety, quality and regulatory aspects of research and development programs; and •overseeing policies, programs, and performance related to medical affairs.

  87. Class I directors

    | | | | 28 | |

  88. Class I directors

    | Talent Committee | | | | | | | | | | | | Chair: | Other Members: | | | | | | | | | | Karen May | | Carlos Albán | | Carrie Cox | | Shirley Edwards | | Darryl Wilson | | Number of meetings in 2025: 7 | | | | | | | | | |

  89. Class I directors

    The Talent Committee has the responsibilities set forth in its charter. These responsibilities include, among others: •reviewing and approving executive officer compensation and compensatory arrangements (or, in the case of the CEO, review, approve and recommend CEO compensation and compensatory arrangements to the independent directors of the Board); •reviewing and recommending to the Board changes in director compensation; •reviewing disclosures in Solventum’s proxy statement regarding advisory votes on executive compensation and the frequency of such votes; •approving or recommending, as applicable, the adoption, amendment, and termination of incentive compensation, deferred compensation programs and related oversight; •approving employment agreements and severance arrangements for the executive officers of Solventum, as appropriate and subject to ratification by the independent directors of the Board for the CEO; •approving the adoption and amendment of executive officer stock ownership guidelines and reviewing compliance with these guidelines; •annually reviewing a risk assessment of Solventum’s compensation policies and practices; •periodically reviewing and discussing with management matters relating to human capital management, including the succession planning process for the CEO, executive officers, and other leadership team members; and •as needed, retaining compensation consultants, counsel, or other advisors and approving such advisors’ fees and retention terms.

  90. Class I directors

    | Our Board has determined that each member of the Talent Committee is independent, as defined by the rules of the NYSE and in accordance with Solventum’s Director Independence Guidelines. In addition, members of the Talent Committee qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act. |

  91. Class I directors

    Key areas of Board oversight

  92. Cybersecurity

    | Annual independent director compensation | | | | Additional annual compensation Board chair: $50,000 (cash) and $100,000 (RSUs) | | | | | | | Governance Committee chair •$15,000 Talent Committee chair •$20,000 | Audit Committee chair •$25,000 Science, Technology and Quality Committee chair •$15,000 | | g | Annual Cash Retainer | g | Annual Equity Retainer | * Committee chair additional compensation is payable in cash | |

  93. Cybersecurity

    | Name | Leadership roles held during 2025 | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | Total ($) | | Carlos Albán | | 120,000 | 225,006 | 345,006 | | Carrie S. Cox | Board chair | 170,000 | 325,046 | 495,046 | | Susan D. DeVore | Governance Committee chair | 135,000 | 225,006 | 360,006 | | Shirley A. Edwards | | 120,000 | 225,006 | 345,006 | | Glenn A. Eisenberg | Audit Committee chair | 145,000 | 225,006 | 370,006 | | Dr. Bernard A. Harris, Jr. | | 120,000 | 225,006 | 345,006 | | Karen J. May | Talent Committee chair | 140,000 | 225,006 | 365,006 | | Elizabeth A. Mily | | 120,000 | 225,006 | 345,006 | | John H. Weiland | Science, Technology and Quality Committee chair | 135,000 | 225,006 | 360,006 | | Amy A. Wendell | | 120,000 | 225,006 | 345,006 | | Darryl L. Wilson | | 120,000 | 225,006 | 345,006 |

  94. Average of other NEOs target pay mix

    | | Base Salary | | Annual Incentive Pay | | Performance Share Awards | | Restricted Stock Units |

  95. 2025 Pay elements

    | Base salary | Annual Incentive Plan (AIP) | Long-term equity awards | Benefits & other perquisites | | Benchmarked and set to reward for skills, experience, performance, responsibility, and leadership | 100% Performance based: 50% Constant Currency Revenue 30% Adjusted Operating Income 20% Free Cash Flow Individual Goals Modifier | 50% Performance Share Units: 50% 3-year Constant Currency Cumulative Revenue Growth 30% 3-year Cumulative Adjusted EPS 20% 3-year rTSR 50% Restricted Stock Units: 3-year vesting period | Benchmarked to market practice to help attract, retain and reward talent |

  96. Responsiveness to shareholder feedback

    | Shareholder feedback “What we heard” | Responsive action “What we have done” | Impact of action “Why it is important” | | Performance equity payouts should align with value created | Added Relative TSR as performance metric for 2025 PSUs | Direct response to shareholder feedback Ensures PSU vesting is directly aligned with change in shareholder value | | Incentives should be aligned with performance and shareholder value | 92% of CEO and 81% of other NEO target direct compensation is at risk 82% of CEO and 64% of other NEO target direct compensation consists of multi-year vesting equity awards | Continued focus on both near-term objectives and long-term strategy Aligns NEOs’ interests with those of long-term shareholders | | Compensation structures/policies should encourage equity ownership | Increased CEO stock ownership requirement from 3X base salary to 6X Adopted Board of Directors stock ownership guidelines (5x annual board retainer) | Aligns CEO’s interests with long-term shareholders Disincentivizes excessive risk taking | | Adopt designs that prevent “pay for failure” outcomes | Awards subject to clawback provisions | Enhances retentive value and stability Protects against windfall to executives upon early termination/resignation |

  97. 1. Base salary

    1. Base salary Base Salary is the only fixed component of our executive compensation program. The Talent Committee believes salary should be commensurate with each executive officer’s roles, responsibilities and experience, and be competitive with peer group company pay levels for similar positions. The CEO recommends to the Talent Committee base salary changes for executive officers (other than himself) based on performance, retention, internal benchmarking, and comparisons to market practices for similar executive officers. Recommendations are reviewed by, and subject to the approval of, the Talent Committee. The following table provides the annual base salary rate for each of our NEOs in 2025. Mr. Hanson’s base salary remained the same and he received no increase in 2025.

  98. 2. Annual Incentive Plan (“AIP”)

    2. Annual Incentive Plan (“AIP”) The Talent Committee designed an AIP to incentivize and reward executives for achieving performance goals that are aligned with the Company’s financial, operational and strategic initiatives. While this CD&A focuses on NEO compensation, the AIP is a broad-based plan that extends beyond NEOs to other employees to emphasize alignment across the organization. At the beginning of each annual performance cycle, the Talent Committee establishes financial performance metrics and goals with target, minimum and maximum thresholds. In order to focus executives on growth, profitability and the efficient use of capital, the Talent Committee approved Constant Currency Revenue, Adjusted Operating Income and Free Cash Flow as the performance metrics for the 2025 AIP with the relative weightings set forth below:

  99. 2. Annual Incentive Plan (“AIP”)

    | 50% | 30% | 20% | | Constant Currency Revenue | Adjusted Operating Income | Free Cash Flow |

  100. 2. Annual Incentive Plan (“AIP”)

    The aggregate of the achieved results is referred to as the “Business Performance Factor.” The AIP is designed so that the Talent Committee will also evaluate individual performance for each NEO (other than the CEO) based on recommendations from the CEO, and will determine an individual performance multiplier for each NEO at the end of the applicable period, taking into account the CEO’s assessment of the achievement of strategic and operational goals. The CEO’s individual goals are developed by the Talent Committee and approved by the full Board. This individual performance multiplier is then applied to the Business Performance Factor to determine the final payout for each NEO, which can result in an increase or decrease of up to 30%. In 2025, the Company increased the individual performance modifier from +/- 20% to +/- 30% to drive greater pay differentiation and recognize top performers. There is no payment under the individual modifier if AIP minimum performance thresholds are not met. 2025 AIP goals and actual performance Performance measures in the following table were utilized to determine the amount for each of the NEOs based on their respective target bonus amounts.

  101. 2. Annual Incentive Plan (“AIP”)

    | Weight | Performance metric* | Threshold 25% ($) | Target 100% ($) | Maximum 200% ($) | Actual ($) | Payout (as a % of target) | | 50% | Constant Currency Revenue | 7,600M | 8,261M | 8,922M | 8,384M | 119 | | 30% | Adjusted Operating Income | 1,439M | 1,693M | 1,947M | 1,773M | 131 | | 20% | Free Cash Flow | 379M | 505M | 631M | 530M | 120 | | | | | | Business Performance Factor | | 123 |

  102. 2. Annual Incentive Plan (“AIP”)

    * See the section titled “Non-GAAP Financial Measures” for additional information and definitions of these non-GAAP financial measures.

  103. 2. Annual Incentive Plan (“AIP”)

    | | | | 48 | |

  104. 2. Annual Incentive Plan (“AIP”)

    The Talent Committee sets challenging operational and financial performance targets that drive and motivate executives to achieve short- and long-term success. There was a rigorous planning process with the Board in developing the Long-Range Plan and the Annual Operating Plan. The Board developed and reviewed the 2025 AIP targets consistent with the approved 2025 Annual Operating Plan, incorporating input from external advisors and peer benchmarking on incentive plan design and target‑setting. In developing the 2025 AIP targets, the Talent Committee considered the following factors that were expected to be headwinds against the business in 2025 compared to actual 2024 results: Constant Currency Revenue’s lower target was mainly influenced by resetting of foreign exchange rates and strategic SKU rationalization for the new annual operating plan. Adjusted Operating Income was anticipated to be negatively impacted by lower gross margins, due to 3M supply agreement pricing mark-up, and an increase in operating expenses related to public company stand-up costs and growth investments. Free Cash Flow was expected to be impacted by separation costs. An additional consideration in setting 2025 targets compared to 2024 actual results include the recognition that Solventum’s first quarter 2024 results were reported on a carve-out basis when the Company was still owned by 3M, as opposed to reflecting our actual stand-alone operations. The Committee considered the targets to be rigorous when set. Solventum’s 2025 performance in the first full year since its initial public offering reflects the critical foundational work by the leadership team undertaken at the outset of the Company’s life as public company. The decision to quickly and effectively restructure roles and hire new talent across the organization, with a focus on strong MedTech and transformation experience, reflects critical foresight and has been key to establishing a winning culture – while simultaneously navigating separation activities and major ERP implementations without disrupting execution or strategy. With the right talent across the Company, the leadership team has established a growth mindset. A comprehensive sales‑force restructuring, and a revitalized innovation pipeline, drove a meaningful increase in our vitality index, while commercial execution has improved, resulting in a substantial acceleration in organic sales growth. The resulting performance has been well above expectations. Solventum’s volume growth strengthened, and annual organic revenue growth nearly tripled compared to the prior year and the Company delivered enhanced margins, which remains a key area of focus going forward. These results were delivered while simultaneously advancing the complex separation through strength of execution and rapid transformation, including through portfolio optimization and the resulting debt reduction from the sale of P&F. In addition, Solventum completed its first acquisition, further advancing the portfolio strategy. The Company is now on track to achieve its Long-Range Plan faster than expected. Overall, Solventum’s 2025 above‑target AIP achievement aligns with strong 2025 performance and reflects the company’s momentum as a newly independent organization. Individual performance multiplier In addition to rigorous company performance goals, the Talent Committee includes an assessment of individual performance in determining AIP award payouts. The individual performance multiplier was determined for each NEO based on the CEO’s assessment and recommendation to the Talent Committee. A similar process was followed by the Talent Committee for the CEO’s individual modifier and recommended to the Board for approval. In awarding individual performance, the Talent Committee recognized the strong contributions of the entire leadership team in advancing the Company’s mission during its first full year as a public company. Overall, the executive team exceeded expectations in both top-line organic sales growth and bottom-line non-GAAP EPS. These results were successfully delivered in a year characterized by significant headwinds. The substantial achievements of the executive team in taking decisive strategic action throughout the organization and in connection with the portfolio optimization strategy, were clear contributing factors to the Company’s performance and path to long-term value creation. The executive team is focused on sustaining focused on sustaining the Company’s progress and further accelerating the momentum the team has built. Key accomplishments included: •Completing the divestiture of the Purification & Filtration business, enabling the Company to reduce debt by approximately $2 billion, strengthening its balance sheet allowing for stronger financial flexibility in the future; •Successful acquisition of Acera Surgical, expanding the Company’s advanced wound care portfolio with a business that is expected to be EPS accretive in 2027;

  105. 2. Annual Incentive Plan (“AIP”)

    | 2026 Proxy statement | 49 |

  106. 2. Annual Incentive Plan (“AIP”)

    •Successfully completed our first restructuring and enhancing the commercial teams to drive growth and innovation and launched five-year transformation and restructuring program to invest into the future, strengthen operating performance and fuel innovation for profitable growth; •Successfully executing on critical separation activities, including the ongoing ERP cutover and move to Solventum-owned distribution centers and manufacturing sites; •Building an experienced management team with strong MedTech experience and strong transformation experience, introducing significant new talent across the organization without creating disruption to the business or performance; and •Inspiring excellence and innovation through ongoing dedicated engagement with employees. Calculation of AIP payouts The following table presents the performance-based AIP targets as a percentage of base salary, the business performance factor, the individual performance multiplier for each NEO and the AIP amounts earned by each NEO for fiscal 2025.

  107. 2. Annual Incentive Plan (“AIP”)

    | Executive | 2025 Base salary ($)1 | AIP target (% Base salary)2 | Business performance factor | Individual performance multiplier | Final AIP payout ($) | | Bryan Hanson | 1,350,000 | 150 | 1.23 | 1.20 | 2,988,900 | | Wayde McMillan | 776,316 | 98 | 1.23 | 1.20 | 1,118,221 | | Heather Knight3 | 113,973 | 100 | 1.23 | 1.00 | 140,186 | | Marcela Kirberger | 728,724 | 75 | 1.23 | 1.15 | 773,085 | | Amy Landucci | 684,945 | 90 | 1.23 | 1.15 | 871,969 | | Chris Barry4 | 996,849 | 100 | 1.23 | 1.00 | 1,226,125 |

  108. 2. Annual Incentive Plan (“AIP”)

    (1)Amounts shown represent adjusted annual base salary rate for the year reflecting any merit-based adjustments or pro-ration for partial year worked, as applicable (2)The AIP Target amount for Mr. McMillan was increased during 2025 and the amount shown reflects the pro-rated target rounded to the nearest whole number (3)The amount for Ms. Knight has been prorated to reflect the portion of the year worked for Solventum (4)The amount for Mr. Barry was calculated in accordance with the AIP plan, although it was paid pursuant to the Executive Severance Plan Adjustments related to AIP payouts In determining payouts under the Company’s annual incentive plan for fiscal year 2025, the Talent Committee considered certain items to ensure that incentive outcomes appropriately reflected underlying operating performance and management’s execution against the pre-established 2025 operating plan. In particular, the Talent Committee believed it was appropriate to consider adjustments related to the divestiture of the Company’s P&F business, the acquisition of Acera Surgical, separation-related or transaction costs and the effects of tariffs that were volatile and not contemplated in the annual operating plan. These items arose after performance goals had been established and in certain cases were outside management’s control. The Committee determined that excluding the impact of such items, when applicable, provided a more meaningful assessment of results from continuing operations and management’s performance, while preserving alignment between incentive compensation outcomes and the company’s annual performance goals, and maintaining the integrity of the pay-for-performance framework.

  109. 3. Long-term equity awards

    3. Long-term equity awards The Talent Committee grants long-term equity awards on an annual basis that vest over a period of three years. As part of our annual process, the Talent Committee considers updated peer group market data and performance when determining long-term incentive award values.

  110. 3. Long-term equity awards

    | | | | 50 | |

  111. 3. Long-term equity awards

    In 2025, these awards were equally split between PSUs and time-vesting RSUs (“annual PSUs” and “annual RSUs”). The table below presents the annual RSUs and annual PSUs granted to the NEOs for 2025. For the annual PSUs, the award values shown below were used to determine the number of Solventum shares the NEOs received, calculated using the closing sales price of Company common stock on the grant date, rounded up to the nearest whole share.

  112. 3. Long-term equity awards

    | Executive | Annual PSUs ($) | Annual RSUs ($) | Total annual equity ($) | | Bryan Hanson | 7,250,000 | 7,250,000 | 14,500,000 | | Wayde McMillan | 2,000,000 | 2,000,000 | 4,000,000 | | Heather Knight | N/A | N/A | N/A | | Marcela Kirberger | 950,000 | 950,000 | 1,900,000 | | Amy Landucci | 862,500 | 862,500 | 1,725,000 | | Chris Barry | 1,500,000 | 1,500,000 | 3,000,000 |

  113. 3. Long-term equity awards

    Performance share units (“PSUs”) The Talent Committee places a significant emphasis on performance-based long-term incentives by granting annual PSUs that vest based on Company performance against preset goals. These awards vest at the end of a three-year period and will only vest if the predetermined cumulative performance conditions are achieved, subject to the NEO’s continued service through the applicable vesting date (except as disclosed in the “Potential payments upon termination or change in control” section below).

  114. 2025 Performance metrics

    2025 Performance metrics For the 2025 – 2027 performance period, in order to focus executives on long-term profitable growth, the Talent Committee approved Constant Currency Revenue, Adjusted Earnings Per Share (EPS) and relative Total Shareholder Return (“TSR”) as the performance metrics for the annual PSUs it granted in 2025 (the “2025 PSUs”) with the relative weightings set forth below:

  115. 2025 Performance metrics

    | 50% | 30% | 20% | | Constant Currency Revenue Growth 3 years | Adjusted Earnings Per Share (EPS) 3 years | Relative Total Shareholder Return (rTSR) 3 years |

  116. 2025 Performance metrics

    | Metric (Weight) | Threshold vesting | Target vesting | Maximum vesting | | Constant Currency Revenue Growth (50%) | 50% | 100% | 200% | | Adjusted EPS (30%) | 50% | 100% | 200% | | Relative Total Shareholder Return (20%) | 50% | 100% | 200% |

  117. PSU goal setting

    PSU goal setting

  118. PSU Goal Setting for 2024

    PSU Goal Setting for 2024 Following the Separation, the Talent Committee conducted an analysis of the various methodologies to set the target, threshold and maximum levels for the 2024 PSUs. For the initial awards, the Talent Committee approved a cumulative

  119. PSU Goal Setting for 2024

    | 2026 Proxy statement | 51 |

  120. PSU Goal Setting for 2024

    three-year performance period with targets to be set on an annual basis. Under this program design, the annual goals would aggregate to three-year cumulative absolute goals where no portion of the award would vest until the end of the three-year performance period and achievement of such three-year cumulative goals. The Talent Committee believed that this approach would maximize the incentive value of the grants while reducing the volatility of payouts given the difficulty of setting long-term goals as a newly public company. In 2025, after further evaluating the 2024 PSU goal setting methodology and with consideration of the Company’s long-range plan, the Talent Committee decided that it was in a better position to set two-year Constant Currency Revenue and Adjusted EPS performance goals for the combined 2025 and 2026 fiscal years (rather than individual one-year goals as originally anticipated). As a result, the three-year cumulative performance goals for the 2024 PSUs will be determined based on the one-year 2024 goals previously set by the Talent Committee and the two-year 2025-2026 goals to be set by the Talent Committee in 2025. The Talent Committee believes that these goals are challenging but achievable as the Company executes against the long-range plan. The Talent Committee believes this adjustment to the performance-goal setting methodology more closely aligns with the long-term interests of our shareholders, enhances the sustainability of our performance objectives and improves the alignment between executive pay and long-term performance. The specific Constant Currency Revenue and Adjusted EPS performance goals set for the 2024 PSUs are maintained by us as proprietary and confidential. The Talent Committee believes that disclosure of these specific performance goals would represent competitive harm to us as the 2025 - 2026 cumulative performance goals and results are not publicly disclosed and are competitively sensitive. The Company plans to disclose the specific performance goals when it reports on the final earned amount of the 2024 PSUs at the conclusion of the cumulative three-year performance period.

  121. PSU goal setting for 2025 and beyond

    PSU goal setting for 2025 and beyond In 2025, the Company transitioned to preset goals for a three-year cumulative performance period and expects to continue with this approach in the future. The Talent Committee also expects to set goals consistent with the Company’s long range plan. TSR is relative to the S&P500 Healthcare Index and target achievement is set to the 50th percentile. The Company does not disclose its forward looking PSU goals for Constant Currency Revenue or Adjusted EPS as it would cause competitive harm. Restricted stock units (“RSUs”) To strengthen the alignment of executives’ interests with those of long-term shareholders, executives also receive time-vesting annual RSUs. The 2025 annual RSUs vest ratably on an annual basis over three years. Vesting in all cases is subject to the NEO’s continued service through the applicable vesting date, except as disclosed in the “Potential payments upon termination or change in control” section below.

  122. 4. Benefits & other pay elements

    2025 peer group Based on these criteria, the 2025 peer group included the following companies:

  123. 4. Benefits & other pay elements

    Company or its affiliates, then, subject to the Recoupment Policy administrator’s discretion, the Recoupment Policy requires the reimbursement or forfeiture of all compensation granted, paid or earned pursuant to the Company’s annual incentive compensation program, long-term incentive program and sales incentive program, including, all incentive-based compensation, annual cash incentive payments, sales incentives, cash bonuses, PSUs, stock options, and RSUs received by a Covered Employee which the administrator of the Recoupment Policy, in its discretion, determines would not have been awarded or earned if the circumstances surrounding the Covered Employee’s misconduct or failure of risk management had been known to the administrator. This part of the policy generally applies to employees at the Vice President level or above (“Covered Employees”) in order to promote the Company’s culture of compliance, further develop a compensation scheme that rewards integrity and accountability, and reinforce the Company’s pay-for-performance and compliance compensation philosophy across the entire organization, while furthering the Company’s efforts to mitigate compensation risk. In addition to any other reimbursement or forfeiture described elsewhere in the Recoupment Policy, the Company requires the Chief Executive Officer and the Chief Financial Officer of the Company (and may require, for any other Covered Employee, in the discretion of the administrator of the Recoupment Policy) to reimburse the Company for profits the Covered Employee realized on the sale of Company securities during the 12‑month period following the issuance by the Company of a financial report that, due to the Covered Employee’s misconduct, is materially noncompliant with the federal securities laws. Solventum made no recoupments under the Recoupment Policy in 2025. A copy of the Recoupment Policy is filed as an exhibit to Solventum’s Annual Report on Form 10‑K for the year ended December 31, 2025. Long term incentive grant practices The Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. None of the NEOs received stock option or stock appreciation right awards in 2025. Separation from 3M As disclosed in last year’s proxy, due to the timing of the Separation from 3M on April 1, 2024, some decisions that impacted the fiscal year 2024 NEO compensation reported in the Summary Compensation Table were made by the Compensation & Talent Committee of 3M’s Board of Directors (the “3M CTC”) and were aligned with 3M’s compensation philosophies and policies. Prior to and in preparation of the Separation, the 3M CTC appointed executives who became Solventum’s executive team. NEOs were hired by 3M CTC and offer letters included hiring bonuses, inducement PSUs and make-whole awards. For further detail related to 2024 compensation, please refer to our 2025 proxy statement filed on March 21, 2025. Trading policy and prohibition on pledging and hedging Solventum has adopted stock trading policies that prohibit insider trading, and also prohibit its directors, executive officers and other employees from:

  124. Role of the compensation consultant

    Role of the compensation consultant Our Talent Committee has the authority to hire external advisors as appropriate. To provide independent and informed compensation advice, the Talent Committee retained Korn Ferry as its independent compensation consultant. Korn Ferry reports directly to the Talent Committee, and provides market data, analysis and recommendations on trends in CEO, executive and non-employee director compensation, the development of specific executive compensation programs and the composition of the company’s compensation peer group used for market comparisons. Our Talent Committee annually assesses Korn Ferry’s independence and, in accordance with applicable SEC and NYSE rules, confirmed that Korn Ferry’s engagement as independent compensation consultant did not raise any conflicts of interest and that it remains independent under applicable rules. Tax deductibility of NEO compensation Under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), compensation paid to each of the CEO, the CFO, and certain of our other highly paid employees (together, “covered employees”) that exceeds $1 million per taxable year is generally non-deductible. Although the Talent Committee may review and consider tax implications as one factor in determining executive compensation, the Talent Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for the Company’s covered employees in a manner consistent with the goals of the Company’s executive compensation program and the best interests of the Company and its shareholders, which may include providing for compensation that is not deductible by the Company due to the deduction limit under Section 162(m) of the Code.

  125. Role of the compensation consultant

    | | | | 56 | |

  126. Role of the compensation consultant

    Accounting considerations We follow FASB ASC Topic 718 for our stock-based compensation awards. FASB ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including RSUs and PSUs, based on the grant date fair value of these awards. Depending upon the type of vesting conditions applicable to PSUs, FASB ASC Topic 718 may require the recording of compensation expense over the service period for the award based on the grant date fair value or based on the expected probability of vesting over the vesting period, subject to adjustment as such probability may vary from period to period. Talent Committee report The Talent Committee has reviewed and discussed the contents of this CD&A with Solventum management. Based on this review and discussion, the Talent Committee recommended to the Board that the CD&A be included in this proxy statement. Submitted by: Karen J. May (Chair)

  127. Darryl L. Wilson

    | Annual total compensation of the CEO for 2025 | $20,139,981 | | Annual total compensation of the median employee for 2025 | $82,152 | | CEO Pay Ratio for 2025 | 245:1 |

  128. Darryl L. Wilson

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO | Fiscal Year 2025 ($) | | | Summary Compensation Table Total | | 20,139,981 | | (Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year | | (15,209,022) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | | 20,813,673 | | Plus/(Minus): Change in Fair Value from Prior Fiscal Year-End to This Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | | 13,547,109 | | Plus: Fair Value at Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | | 0 | | Plus/(Minus): Change in Fair Value from Prior Fiscal Year-End to the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | | 728,835 | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | | 0 | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | | 0 | | Compensation Actually Paid | | 40,020,576 |

  129. Darryl L. Wilson

    | Reconciliation of Average Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs | Fiscal Year 2025 ($) | | | Summary Compensation Table Total | | 5,074,897 | | (Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year | | (3,359,643) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | | 3,619,590 | | Plus/(Minus): Change in Fair Value from Prior Fiscal Year-End to This Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | | 1,895,343 | | Plus: Fair Value at Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | | 0 | | Plus/(Minus): Change in Fair Value from Prior Fiscal Year-End to the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | | 223,853 | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | | (505,689) | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | | — | | Compensation Actually Paid | | 6,948,350 |

  130. Compensation actually paid vs. total shareholder return

    Compensation actually paid vs. total shareholder return

  131. Compensation actually paid vs. total shareholder return

    | | Compensation Actually Paid to PEO | | Average Compensation Actually Paid to Other NEOs | | | Solventum TSR | | Peer Group TSR |

  132. Compensation actually paid vs. total shareholder return

    | 2026 Proxy statement | 71 |

  133. Compensation actually paid vs. net income

    Compensation actually paid vs. net income

  134. Compensation actually paid vs. net income

    | | Compensation Actually Paid to PEO | | Average Compensation Actually Paid to Other NEOs | | Net Income |

  135. Compensation actually paid vs. constant currency revenue

    Compensation actually paid vs. constant currency revenue

  136. Compensation actually paid vs. constant currency revenue

    | | Compensation Actually Paid to PEO | | Average Compensation Actually Paid to Other NEOs | | | Constant Currency Revenue | | |

  137. Compensation actually paid vs. constant currency revenue

    | | | | 72 | |

  138. Compensation actually paid vs. constant currency revenue

    | Equity compensation plan information |

  139. Compensation actually paid vs. constant currency revenue

    The following table provides certain information as of December 31, 2025 concerning the shares of the Company’s common stock that may be issued under existing equity compensation plans:

  140. Compensation actually paid vs. constant currency revenue

    | Equity compensation plan information(1) | A | B | C | | Plan category (options and shares in thousands) | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights ($) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column A)) | | Equity compensation plans approved by security holders(2) | | | | | Stock options | 3,545 | 106.88 | | | Restricted stock units | 3,536 | | | | Performance share units(3) | 2,139 | | | | Non-employee director deferred stock units | 28 | | | | Total | 9,248 | | 8,002 | | Employee stock purchase plan | — | | 4,000 | | Total | 9,248 | | 12,002 |

  141. Compensation actually paid vs. constant currency revenue

    (1)In column B, the weighted-average exercise price is only applicable to stock options. In column C, the number of securities remaining available for future issuance for stock options, RSUs, PSUs, and stock awards for non-employee directors is approved in total and not individually with respect to these items. (2)In connection with the Separation, we adopted the Solventum 2024 Long-Term Incentive Plan and the Solventum Employee Stock Purchase Plan, which plans became effective as of the Separation. (3)The PSUs represent the highest number of securities that would be issued if the maximum performance goals are achieved.

  142. Compensation actually paid vs. constant currency revenue

    | 2026 Proxy statement | 73 |

  143. Compensation actually paid vs. constant currency revenue

    | Proposal 3 | | | Ratification of PwC as Auditor | | | | | | The Board recommends a vote FOR this proposal. | | page 74 | |

  144. Compensation actually paid vs. constant currency revenue

    The Audit Committee is directly responsible for the appointment, retention, compensation and oversight of our independent registered public accounting firm, including the review and approval of service fees. The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) to serve as our independent registered public accounting firm for the fiscal year ending 2026. Although ratification is not required by our Bylaws or otherwise, we are asking shareholders to ratify this appointment as a matter of good corporate governance. The members of the Audit Committee and the Board believe that the continued retention of PwC to serve as our independent registered public accounting firm is in our best interest and in the best interest of our shareholders. If shareholders do not ratify the selection of PwC, the Audit Committee will consider any information submitted by shareholders in connection with the selection of the independent registered public accounting firm for the next year. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee believes such a change would be in our best interest and the best interest of our shareholders. We expect that representatives of PwC will be present at the annual meeting. They will have an opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions.

  145. Compensation actually paid vs. constant currency revenue

    | Voting standard The affirmative vote of a majority of the shares present in person or by proxy and entitled to vote on the matter is required to ratify the appointment of PwC as our independent registered public accounting firm. |

  146. Compensation actually paid vs. constant currency revenue

    | | | | 74 | |

  147. Compensation actually paid vs. constant currency revenue

    | Review and engagement |

  148. Compensation actually paid vs. constant currency revenue

    PwC has served as our independent registered public accounting firm since 2022. In accordance with SEC rules, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide audit services to us. For lead and concurring review audit partners, the maximum number of consecutive years of service in that capacity is five years. The Audit Committee reviews and periodically evaluates the performance of the lead audit partner of PwC and assures that PwC has a process for the regular rotation of the lead audit partner and the audit partner responsible for reviewing the audit as required by law. In determining whether to reappoint PwC to serve as our independent registered public accounting firm, the Audit Committee annually considers several factors, including: •PwC’s independence and objectivity; •PwC’s capabilities considering the complexity of our global operations, including the skills and experience of the lead audit partner; •PwC’s historical and recent performance, including the extent and quality of PwC’s communications with the Audit Committee and management’s views of PwC’s overall performance; •data related to audit quality and performance, including recent Public Company Accounting Oversight Board (“PCAOB”) inspection reports on PwC; •PwC’s knowledge of and familiarity with our business and industry and our accounting policies and practices; and •the appropriateness of PwC’s fees, taking into account the size and level of complexity of our organization and the resources necessary to perform the audit. The following table shows the fees that we paid or accrued for audit and other services provided by PwC for the years ended December 31, 2024 and December 31, 2025. All of the services described in the following fee table were approved in conformity with the Audit Committee’s pre-approval process described below.

  149. Compensation actually paid vs. constant currency revenue

    | ($ in Millions) | 2025 | 2024 | | Audit Fees(1) | 13.5 | 9.8 | | Audit-Related Fees(2) | 0.7 | 0.1 | | Tax Fees(3) | 0.3 | — | | All Other Fees(4) | — | 0.1 | | Total Fees | 14.5 | 10.0 |

  150. Compensation actually paid vs. constant currency revenue

    (1)This category includes the audit of our consolidated annual financial statements, the review of interim financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those years. (2)This category consists of assurance and related services provided by PwC that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” Fees for audit-related services primarily related to agreed upon procedures and other attestation services. (3)This category consists of tax services provided by PwC for tax compliance as well as tax advice including tax planning and transfer pricing services. (4)This category consists of licenses for accounting research software and other permissible services that do not fall into the three categories listed above.

  151. Compensation actually paid vs. constant currency revenue

    | 2026 Proxy statement | 75 |

  152. Compensation actually paid vs. constant currency revenue

    | Audit committee pre-approval of services of independent registered public accounting firm |

  153. Compensation actually paid vs. constant currency revenue

    The Audit Committee pre-approves all auditing services, internal control-related services and permitted non-audit services by our independent registered public accounting firm. The Audit Committee will consider and, if appropriate, pre-approve the provision of audit and permitted non-audit services. We maintain procedures requiring that, prior to engagement, all services performed by PwC must be pre-approved to ensure that no prohibitive services are inadvertently engaged in and the independence of PwC is maintained. The Audit Committee Chair has the delegated authority to pre-approve such services, provided that any approval by the Audit Committee Chair must be presented to the Audit Committee at its next meeting. All audit, audit-related, tax and other services provided by PwC in 2024 and 2025 were approved by the Audit Committee in accordance with its pre-approval policy.

  154. Compensation actually paid vs. constant currency revenue

    | Audit committee report |

  155. Compensation actually paid vs. constant currency revenue

    The Audit Committee has reviewed and discussed with management and PwC the audited financial statements for the year ended December 31, 2025. The Audit Committee has discussed with PwC the matters that are required to be discussed by the applicable requirements of the PCAOB and the SEC. PwC has provided the Audit Committee the written disclosures and the letter required by applicable requirements of the PCAOB regarding PwC’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with PwC its independence. The Audit Committee has concluded that PwC’s provision of audit and non-audit services to Solventum and its affiliates is compatible with PwC’s independence. Based on the reviews and discussions described above, and subject to the limitations on the Audit Committee’s role and responsibilities as described in this Proxy Statement and in the Audit Committee’s charter, the Audit Committee recommended to the Board, and the Board approved, that the audited consolidated financial statements for the year ended December 31, 2025 be included in our Annual Report on Form 10-K for filing with the SEC.

  156. 17. What happens if a nominee for director declines the nomination or is unable to serve?

    17. What happens if a nominee for director declines the nomination or is unable to serve? If that happens, the persons named as proxies may vote for a substitute nominee designated by the Board to fill the vacancy, or, if no substitute has been nominated, for the remaining nominees, leaving a vacancy, or the Board may reduce its size. The Board has no reason to believe that any of the nominees will be unable or decline to serve if elected.