Solstice and Element Solutions mutually terminate. The $500 million is an authorization

Solstice and Element Solutions have a Termination Agreement. They do not have a merger.

The signed July 6 Merger Agreement is of no further force and effect.

How the merger ended

Solstice Advanced Materials Inc. (Nasdaq: SOLS), two merger subs — Solar Merger Sub One Inc. and Solar Merger Sub Two LLC — and Element Solutions Inc (NYSE: ESI) entered a Termination Agreement on August 27, 2026.

Solstice’s 8-K, Item 1.02, says Solstice and Element Solutions mutually terminated the Merger Agreement pursuant to Section 8.1(a). ESI’s 8-K, Item 1.02, says the parties “mutually agreed to terminate the Merger Agreement.” ESI does not print Section 8.1(a). Keep that clause on Solstice’s filing.

Neither party is responsible for payments to the other because of the termination. Solstice puts that under the terms of the Merger Agreement. ESI puts it under the terms of the Merger Agreement and the Termination Agreement. Solstice’s furnished release says “No fees are payable by either party as a result of the transaction termination.” Those are no-fee statements, not a printed fee from July.

The Termination Agreement also mutually releases the parties from claims of liability relating to the contemplated merger. Solstice’s 8-K qualifies that release as subject to limited customary exceptions. ESI’s 8-K says customary exceptions.

Solstice, only, says two July 6 side documents automatically terminated with the merger: the commitment letter with Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC, and the Voting and Support Agreement with Sir Martin E. Franklin. ESI’s Item 1.02 does not say that.

Solstice chairman Dr. Rajeev Gautam, on Solstice’s furnished Exhibit 99.1: “Following conversations with our shareholders and discussions between the parties, both Boards unanimously believe that it is in the best interests of our respective shareholders, employees and customers to terminate the merger agreement.” CEO David Sewell, same exhibit: “While we viewed the Element acquisition as an opportunity to accelerate our strategy, we have great confidence in our strategic plan and respect our shareholders’ views.”

ESI chairman Ian G.H. Ashken, on ESI’s Exhibit 99.1: “While the strategic and financial rationale of the proposed transaction was compelling, based on constructive feedback from our shareholders and discussions between the parties, both companies’ boards concluded that Element Solutions and Solstice would serve our respective shareholders better as standalone companies at this time.” CEO Benjamin Gliklich, same exhibit: “The termination of the proposed transaction is a direct response to that feedback.” Those ESI quotes stay on ESI’s exhibit.

The $500 million is an authorization

Solstice’s board approved the company’s first share repurchase program, authorizing purchases of up to $500 million of common stock. That is an authorization. It is not a spent amount.

The 8-K says the authorization may be amended, suspended, resumed, or terminated at any time without prior notice. Solstice expects to fund repurchases from cash on hand and cash generated by operations. Methods can include open-market purchases, accelerated share repurchase transactions, negotiated block transactions, Rule 10b5-1 plans, and privately negotiated trades.

As of August 26, 2026, there were 158,889,436 shares of Solstice common stock outstanding. That is the printed count. It is not a per-share buyback.

Guidance Solstice reaffirmed

Solstice’s furnished Exhibit 99.1 is headed “Financial Outlook Affirmed.” It reaffirms previously announced third-quarter guidance and increased full-year 2026 guidance. That is an affirmation. It is not a results recap.

Dollars in millions except per share:

Full-year net sales are about $4.125 billion to $4.185 billion. Adjusted EBITDA and adjusted diluted EPS are non-GAAP. Solstice says it is not providing a GAAP reconciliation for those forward-looking lines.

ESI’s release says momentum “continues unabated and in-line with our guidance.” That is ESI company language. It is not a new ESI earnings print.