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Element Solutions (ESI) Risk Analysis
Risk Overview Q2, 2026
Risk Change Over Time
- Share Price & Shareholder Rights - Risk 1The market value of the Solstice common stock that Company stockholders will receive in the Solstice Transaction may fluctuate materially and may be less than expected.
Because the value of the consideration in the Solstice Transaction depends in part on the market price of Solstice common stock, which may be volatile and subject to market and other factors outside of our control, there can be no assurance regarding the value that Company stockholders will ultimately receive. The market price of Solstice common stock may be affected by factors relating to Solstice, the Solstice Transaction, the anticipated benefits of the Solstice Transaction, the combined company's future prospects and results of operations, general market and economic conditions, and other factors. As a result, the value of the stock consideration may increase or decrease prior to or following completion of the Solstice Transaction.
- Corporate Activity and Growth - Risk 2While the Solstice Transaction is pending, we will be subject to business uncertainties and certain contractual restrictions that could adversely affect our business, results of operations and financial condition.
We have expended, and continue to expend, significant management time and resources in an effort to complete the Solstice Transaction, which may have a negative impact on our ongoing business and operations. We have incurred, and expect to continue to incur, significant transaction-related costs regardless of whether the Solstice Transaction is completed. Uncertainty regarding the outcome of the Solstice Transaction and our future could disrupt our business relationships with our existing and potential customers, suppliers, distributors, vendors and other business partners, who may attempt to negotiate changes to existing business relationships or consider entering into business relationships with parties other than us. Uncertainty regarding the outcome of the Solstice Transaction could also adversely affect our ability to recruit and retain key personnel and other employees. In addition, due to certain restrictions in the Merger Agreement on the conduct of our business prior to completing the Solstice Transaction, we may be unable (without Solstice's prior written consent, not to be unreasonably withheld, conditioned or delayed), during the pendency of the Solstice Transaction, to pursue strategic transactions, undertake certain significant financing transactions and otherwise pursue other actions, even if such actions would prove beneficial, and such restrictions may cause the Company to forego certain opportunities we might otherwise pursue. Further, the Merger Agreement contains provisions, including the "no solicitation" provisions and the Company Termination Fee, that could discourage a potential competing acquirer of the Company from making a competing proposal more favorable to us than the Solstice Transaction. The occurrence of any of these events, individually or in combination, could have a material and adverse effect on our business, results of operations and financial condition.
- Corporate Activity and Growth - Risk 3The completion of the Solstice Transaction is subject to a number of conditions, many of which are largely outside the parties' control, and, if these conditions are not satisfied or waived, the Solstice Transaction may not be completed within the expected timeframe or at all.
On July 6, 2026, the Company entered into the Merger Agreement, pursuant to which, at the effective time of the First Merger, Merger Sub One will merge with and into the Company, with the Company surviving the merger as the Surviving Corporation, and immediately following the First Merger, and as part of the same overall transaction, the Surviving Corporation will merge with and into Merger Sub Two, with Merger Sub Two surviving the Second Merger as a wholly-owned subsidiary of Solstice. The completion of the Solstice Transaction is subject to the satisfaction or waiver of certain customary conditions, including, among others: (a) adoption of the Merger Agreement by our stockholders; (b) the approval of the issuance of Solstice common stock in the Solstice Transaction by Solstice's stockholders; (c) the effectiveness of a registration statement on Form S-4 to be filed with the SEC by Solstice in connection with the issuance of Solstice common stock in the Solstice Transaction; (d) the approval for listing of the shares of Solstice common stock to be issued in the Solstice Transaction on Nasdaq; and (e) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and certain other regulatory approvals. The obligation of each party to consummate the Solstice Transaction is also conditioned upon, among other things, the accuracy of the other party's representations and warranties (subject to certain materiality exceptions), the other party having performed in all material respects its covenants and obligations under the Merger Agreement, the absence of a "Material Adverse Effect" on the other party (as defined in the Merger Agreement), and the receipt by such party of an opinion of counsel to the effect that the Solstice Transaction will qualify for their intended tax treatment. There can be no assurance that the conditions to completion of the Solstice Transaction, including the receipt of required regulatory approvals, will be satisfied or waived on a timely basis or at all. Further, there can be no assurance that governmental authorities will not impose conditions, terms, obligations or restrictions and that such conditions, terms, obligations or restrictions will not have the effect of delaying or preventing consummation of the Solstice Transaction. If Solstice is required to divest assets or businesses, there can be no assurance that it will be able to negotiate such divestitures expeditiously or on favorable terms or that the governmental authorities will approve the terms of such divestitures. In addition, we can provide no assurance that these conditions, terms, obligations or restrictions will not result in the abandonment of the Solstice Transaction. If the conditions to completion of the Solstice Transaction are not satisfied or waived, we may be unable to complete the Solstice Transaction in the timeframe or manner currently anticipated or at all.
- Corporate Activity and Growth - Risk 4Failure to complete the Solstice Transaction within the expected timeframe, or at all, could adversely affect our business, results of operations and financial condition, including in the event the Company is required to pay the Company Termination Fee.
There can be no assurance that the Solstice Transaction will be completed in the expected timeframe or at all. The Merger Agreement contains a number of conditions that must be satisfied or waived prior to the completion of the Solstice Transaction, including receipt of certain regulatory and stockholder approvals. There can be no assurance that all closing conditions will be satisfied (or waived, if applicable). Many of the conditions to completion of the Solstice Transaction are not in our control, and we cannot predict when or if these conditions will be satisfied (or waived, as applicable). In addition, either the Company or Solstice may terminate the Merger Agreement if, among other reasons, the Solstice Transaction has not been consummated by July 6, 2027, subject to an extension to January 5, 2028 under certain circumstances for the purposes of obtaining certain regulatory approvals. If the Solstice Transaction is not completed in a timely manner or at all, the ongoing business of the Company could be adversely affected and will be subject to certain risks, including, among others, the following: (i) the market price of our common stock (which may reflect a market assumption that the Solstice Transaction will be completed) may decline; (ii) the Company will have incurred, and may continue to incur, significant expenses for professional services and other transaction costs in connection with the Solstice Transaction for which we will have received little or no benefit if the Solstice Transaction is not completed; and (iii) failure to complete the Solstice Transaction may result in negative publicity or result in a negative impression of the Company in the investment community and with customers and other stakeholders. In addition, we may also be subject to litigation related to any failure to complete the Solstice Transaction or to enforcement proceedings commenced against us to perform our obligations under the Merger Agreement. Further, pursuant to the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to the closing of the Solstice Transaction that restrict us from taking certain or omitting to take certain actions without Solstice's prior written consent (not to be unreasonably withheld, conditioned or delayed), which may adversely affect our ability to execute certain of our business strategies or pursue new business opportunities or strategic initiatives. If the Solstice Transaction is not completed, these restrictions could materially affect the business and financial results of the Company and the price of our common stock, including to the extent that the current market price of our common stock is positively affected by a market assumption that the Solstice Transaction will be completed. In addition, if the Merger Agreement is terminated, in certain circumstances, we could be required to pay to Solstice a termination fee of $376,000,000 (the "Company Termination Fee"). In such circumstances, we may be required to use available cash, including by drawdown on our revolving credit facility, that would have otherwise been available for general corporate purposes or other uses, which may materially and adversely affect our business, results of operations and financial condition.
Risk Highlights Q2, 2026
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 38
- Share Price & Shareholder Rights - Risk 1AddedThe market value of the Solstice common stock that Company stockholders will receive in the Solstice Transaction may fluctuate materially and may be less than expected.
Because the value of the consideration in the Solstice Transaction depends in part on the market price of Solstice common stock, which may be volatile and subject to market and other factors outside of our control, there can be no assurance regarding the value that Company stockholders will ultimately receive. The market price of Solstice common stock may be affected by factors relating to Solstice, the Solstice Transaction, the anticipated benefits of the Solstice Transaction, the combined company's future prospects and results of operations, general market and economic conditions, and other factors. As a result, the value of the stock consideration may increase or decrease prior to or following completion of the Solstice Transaction.
- Share Price & Shareholder Rights - Risk 2We are governed by Delaware law, which has anti-takeover implications.
We are governed by Delaware law, the application of which may have the effect of deterring hostile takeover attempts or a change in control. In particular, Section 203 of the Delaware General Corporation Law imposes certain restrictions on merger, business combinations and other transactions between us and holders of 15% or more of our common stock. A Delaware corporation may opt out of that provision either with an express provision in its original certificate of incorporation or in an amendment to its certificate of incorporation or by-laws approved by its stockholders. We have not opted out of this provision. Section 203 could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire us, which may negatively affect our stock price.
- Share Price & Shareholder Rights - Risk 3Future issuances or sales of our common stock or preferred stock may depress the price of our common stock.
The issuance of substantial amounts of shares of our common stock, including shares issued in connection with acquisitions, could cause significant dilution to holders of our common stock. In addition, the sale in the market of those newly-issued shares, or shares held by our executive officers, directors or significant stockholders, may cause the market price of our common stock to decline. In turn, decline in our stock price may make it more difficult for us to finance acquisitions with shares of common stock and/or sell additional equity or equity-related securities in future offerings at a time and price we deem necessary or appropriate; which all may further depress the price of our common stock. In addition, our Board of Directors is authorized to issue preferred stock in one or more series and may determine the terms of such future preferred stock offerings without stockholder approval, such as the number of shares constituting each series as well as their respective designations, powers, preferences, rights, qualifications, limitations and restrictions, including dividend rights, conversion or exchange rights, voting rights, redemption rights and terms, and liquidation preferences. The issuance of preferred stock could affect the rights of our common stockholders or reduce the value of shares of common stock they hold.
- Share Price & Shareholder Rights - Risk 4Volatility of our stock price could adversely affect us and our stockholders.
Our stock price may experience substantial price volatility as a result of many factors, including, without limitation, coverage or sentiment in the media or the investment community; speculation; announcement of acquisitions or divestitures; quarterly financial results and comparisons to estimates by the investment community or financial outlook provided by us; issuance of additional debt or equity; changes in key personnel or business strategy; material litigation or governmental investigations; and expectations regarding capital allocation, including any future stock repurchases and/or any future dividend payments, or any determination to cease repurchasing stock or paying dividends. General or industry specific market conditions, stock market performance or macroeconomic and geopolitical factors unrelated to our performance may also affect the price of our stock. Further, in the past, market fluctuations and price declines in a company's stock have led to securities class action litigation, which could have a substantial cost and divert management time and resources regardless of their outcome.
- Share Price & Shareholder Rights - Risk 5We have numerous equity instruments outstanding that could require the future issuance of additional shares of common stock, which issuance could result in significant dilution of ownership interests and have an adverse effect on our stock price.
Under our 2024 Plan, 10,000,000 shares were reserved for issuance in connection with the vesting of equity-based awards to be granted to our officers, other employees and directors. No further awards can be granted under our 2013 Plan, which was replaced by our 2024 Plan. However, outstanding awards under our 2013 Plan continue to vest in accordance with their terms and those of the 2013 Plan. In addition, the number of shares reserved under our 2024 Plan is periodically increased by the number of shares subject to awards under our 2013 Plan which are forfeited, cancelled, expired or otherwise terminated. The issuance of additional shares upon satisfaction of the applicable vesting conditions under the 2013 Plan or the 2024 Plan could result in a stockholder's percentage ownership being diluted. At December 31, 2025, the aggregate equity-based awards outstanding under both plans was 1,996,366 RSUs with each RSU representing a contingent right to receive one share of our common stock or, for performance-based RSUs, multiple shares depending upon the underlying performance metrics and our performance during the applicable performance period. We may also issue additional shares of our common stock, or other securities that are convertible into or exercisable for our common stock, in connection with future acquisitions, for capital raising purposes or for other business purposes; which issuances could also result in significant dilution of ownership interest.
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