Solventum Corporation Announces Secondary Offering of Common Stock with Goldman Sachs and BofA Securities as Underwriters.

Solventum Corporation announces the launch of a secondary offering of 8.8 million shares of its common stock by 3M Company, with Goldman Sachs & Co. LLC and BofA Securities, Inc. acting as underwriters. The shares will be offered pursuant to Solventum's shelf registration statement, and the company will not receive any proceeds from the offering.

Solventum Corporation (NYSE: SOLV) has announced the launch of a secondary offering of 8,800,000 shares of its common stock, to be sold entirely by 3M Company (the Selling Shareholder). The offering, managed by Goldman Sachs & Co. LLC and BofA Securities, Inc. as underwriters, is part of Solventum's ongoing efforts to increase liquidity and facilitate a smoother separation from its parent company.

The shares will be offered pursuant to Solventum's shelf registration statement on Form S-3, which became effective on August 13, 2025. Notably, Solventum will not receive any proceeds from this offering as all shares are being sold by 3M Company. The offering will be conducted through a preliminary prospectus supplement and accompanying prospectus filed with the U.S. Securities and Exchange Commission (SEC).

This secondary offering represents a significant ownership shift but with minimal direct financial impact on Solventum itself. 3M Company, as the selling shareholder, is divesting 8.8 million shares of Solventum common stock, with all proceeds going to 3M, not Solventum. This transaction is structured as a non-dilutive event for current Solventum shareholders (excluding 3M) since no new shares are being created.

The underwriting by Goldman Sachs and BofA Securities suggests an orderly market transaction rather than open market selling, which helps minimize potential negative price pressure that might occur if 3M were to sell this volume directly in the open market. This type of offering is typical following corporate spin-offs, as parent companies often gradually reduce their ownership stakes.

From Solventum's perspective, this offering may actually be beneficial in the long run by increasing the public float and potentially enhancing trading liquidity for the stock. The market's reaction will largely depend on the offering price (not disclosed in the release) and whether it represents a discount to the current market price.

Notably, the transaction comes after Solventum's relatively recent spin-off from 3M, suggesting this is part of the planned separation process rather than any fundamental change in Solventum's business operations or outlook. This offering essentially represents 3M's continued execution of its strategy to fully separate from Solventum rather than any judgment on Solventum's prospects or performance.

[1] https://www.prnewswire.com/news-releases/solventum-announces-launch-of-secondary-offering-of-common-stock-302529445.html
[2] https://www.stocktitan.net/news/SOLV/solventum-announces-launch-of-secondary-offering-of-common-i6h5hqjttepu.html