Solventum Corp (Form: S-8, Received: 04/01/2024 14:39:27)

As filed with the Securities and Exchange Commission on April 1, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Solventum Corporation

(Exact name of registrant as specified in its charter)


Delaware						92-2008841
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

3M Center, Building 275-6W 2510 Conway Avenue East Maplewood, MN						55144
(Address of principal executive offices)						(Zip Code)

Solventum 2024 Long-Term Incentive Plan

Solventum Employee Stock Purchase Plan

Solventum VIP Excess Plan

(Full title of the plan)

Marcela Kirberger, Esq.

3M Center, Building 275-6W

2510 Conway Avenue East

Maplewood, MN 55144

(651) 733-1110

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

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Accelerated filer

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Non-accelerated filer

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Smaller reporting company

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Emerging growth company

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed to register (i) shares of common stock (“Common Stock”), par value $0.01 per share, of Solventum Corporation (the “Company”) that may be issued to directors of the Company or any employee of the Company or any of its subsidiaries pursuant to grants of equity awards under the Solventum Corporation 2024 Long-Term Incentive Plan, as amended (the “SOLV 2024 LTIP”), including grants pursuant to the conversion of 3M Company equity awards in connection with the Company's separation from 3M, (ii) shares of Common Stock that may be issued or transferred under the Solventum Employee Stock Purchase Plan (the “SOLV ESPP”), and (iii) unsecured obligations of the Company to pay deferred compensation under the Solventum VIP Excess Plan (the “SOLV VIP EP”).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the SOLV 2024 LTIP, SOLV SPP and SOLV VIP EP, as applicable, as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not being filed with the Securities and Exchange Commission (the “Commission”) but constitute, along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Form S-8, a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2. Company Information and Employee Plan Annual Information.

The Company will furnish without charge to each person to whom the prospectus is delivered, upon the written or oral request of such person, a copy of any and all of the documents incorporated by reference in Item 3 of Part II of this Registration Statement, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated) and any other documents required to be delivered pursuant to Rule 428(b) under the Securities Act. Those documents are incorporated by reference in the Section 10(a) prospectus. Requests should be directed to the Secretary of the Company at the address and telephone number on the cover of this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed with the Commission by the Company are incorporated by reference in this Registration Statement:


			1.			The Company’s effective Registration Statement on Form 10 (File No. 001-41968) initially filed with the Commission February 20, 2024, as amended by Amendment No. 1 as filed with the Commission on March 5, 2024, and as further amended by Amendment No. 2 as filed with the Commission on March 11, 2024 (as so amended, the “Form 10”).

			2.			The description of the Company’s common stock included in the section titled “Description of Solventum Capital Stock” in the Company’s Information Statement filed as Exhibit 99.1 to the Form 10, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date of this Registration Statement (other than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items) and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

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Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained or incorporated by reference herein or in any subsequently filed document which is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

Common Stock

The Common Stock is registered under Section 12 of the Exchange Act. Accordingly, in accordance with the instructions in Item 4 of Part II of Form S-8, no description of the Common Stock is provided hereunder.

Deferred Compensation Obligations

This Registration Statement registers deferred compensation obligations (“Deferred Compensation Obligations”) of Solventum under the Solventum VIP EP. These securities represent contractual obligations to pay deferred compensation in the future to participants in accordance with the terms of the Solventum VIP EP.

Solventum has adopted the SOLV VIP EP to provide benefits for eligible highly compensated employees of Solventum and its affiliated employers and to accept a spin-off of the amounts in the accounts held by certain Solventum employees under the 3M Company VIP Excess Plan in connection with the spin-off of Solventum from 3M Company (the “Spin-Off”).

Under the SOLV VIP EP, eligible employees of Solventum and its U.S. subsidiaries whose annual planned total cash compensation exceeds the federal tax law limit on eligible compensation for qualified plan purposes may choose to participate in the SOLV VIP EP each year by electing to defer the receipt of eligible compensation to be earned during the following taxable year. The SOLV VIP EP permits eligible employees to defer the receipt of from two to ten percent of their eligible compensation earned during each taxable year. For purposes of the SOLV VIP EP, eligible compensation is limited to base salary and variable pay (including annual incentive, sales commission and management objective, but excluding any portion of such variable pay that is payable in the form of restricted stock units performance units, performance shares and any other long-term incentive compensation unless expressly included by the Talent Committee (the “Talent Committee”) of the Solventum Board of Directors) earned during a taxable year.

Solventum will make matching contributions to the SOLV VIP EP on behalf of each participant equal to a percentage of their deferrals to the SOLV VIP EP each taxable year (limited to the first five percent of their eligible compensation deferred to the SOLV VIP EP each taxable year). This percentage varies from forty-five to one hundred percent of the amount of each participant’s deferrals to the SOLV VIP EP (limited to the first five percent as described above), depending on whether the participant is covered by a pension plan of Solventum (and if so, on which portfolio the participant is covered by). These matching contributions are immediately vested.

Solventum will make additional nonelective contributions to the SOLV VIP EP on behalf of each employee eligible to participate in the SOLV VIP EP who is covered by the portfolio III provisions of Solventum’s qualified 401(k) plan. These additional nonelective contributions will equal three percent of the compensation earned by an eligible employee during each taxable year that is eligible for deferral under the SOLV VIP EP. These additional nonelective contributions are also immediately vested.

In addition to each participant’s deferrals and the amount of any Solventum matching contributions and nonelective contributions, the SOLV VIP EP will credit to each participant’s account investment earnings and losses based on the performance of the investment fund or funds in Solventum’s qualified 401(k) plan selected by such participant from time to time.

The SOLV VIP EP will not be funded by the Company, and all amounts payable under the SOLV VIP EP will be paid from the general assets of Solventum. The rights of each participant under the SOLV VIP EP will be no greater than the rights of a general unsecured creditor of Solventum.

As part of each year’s election to participate in the SOLV VIP EP, participants will elect how and when to receive payment of their accounts attributable to the amounts deferred and contributed on their behalf for such taxable year. Participants may choose to receive payments in either a lump sum or in up to ten annual installments generally following their retirement from employment with Solventum. In the event of the termination of a participant’s employment prior to becoming eligible to retire, the SOLV VIP EP will pay the entire vested balance of such participant’s accounts in the month of January or July of the year following the year in which such

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participant incurred a separation from service. In the event of a participant’s unforeseeable financial emergency, the Talent Committee may allow the participant to withdraw an amount from the SOLV VIP EP sufficient to alleviate the emergency.

The SOLV VIP EP will become effective upon the completion of the Spin-Off, and it may be amended or terminated at any time by Solventum. However, no amendment of the SOLV VIP EP may adversely affect the rights of participants acquired under the terms of the SOLV VIP EP in effect prior to the amendment.

The foregoing description of the SOLV VIP EP and the Deferred Compensation Obligations registered pursuant to this Registration Statement is qualified in its entirety by reference to the full text of the SOLV VIP EP, which is incorporated by reference in Exhibit 4.3 to this Registration Statement.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

Delaware law authorizes corporations, subject to certain limitations, to limit or eliminate the personal liability of directors and officers to corporations and their shareholders for monetary damages for breaches of directors’ and officers’ fiduciary duties as directors or officers, as applicable. The Company’s amended and restated certificate of incorporation will include such an exculpation provision limiting or eliminating such liability to the fullest extent permitted under Delaware law.

Section 145 of the Delaware General Corporation Law (the “DGCL”) authorizes a corporation to indemnify its directors and officers under certain prescribed circumstances against liabilities arising out of actions, suits and proceedings to which they are made or threatened to be made a party by reason of the fact that they have served or are currently serving as a director or officer to a corporation. The indemnity may cover expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the director or officer in connection with any such action, suit or proceeding if the director or officer acted in good faith and in a manner the director or officer reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the director or officer’s conduct was unlawful.

The Company’s amended and restated certificate of incorporation and amended and restated bylaws will generally require the Company to provide indemnification and advancement of expenses for its directors and officers to the fullest extent permitted by the DGCL.

The Company’s amended and restated by-laws will authorize the Company to maintain insurance at its expense to protect any current or former director or officer of the Company against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the DGCL.

The foregoing is only a general summary of certain aspects of Delaware law and the Company’s restated certificate of incorporation and amended and restated bylaws dealing with indemnification of directors and officers, and does not purport to be complete. It is qualified in its entirety by reference to the detailed provisions of the section of the DGCL referenced above and the Company’s restated certificate of incorporation and amended and restated bylaws.

Reference is made to Item 9 for the Company’s undertakings with respect to indemnification for liabilities arising under the Securities Act.

Item 7. Exemption from Registration Claimed

Not Applicable.

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Item 8. Exhibits


Exhibit No.						Exhibit Document

4.1						Form of Amended and Restated Certificate of Incorporation of Solventum Corporation (incorporated by reference to Exhibit 3.1 to Amendment No. 2 to Solventum Corporation’s registration statement on Form 10, filed with the Securities and Exchange Commission on March 11, 2024)

4.2						Form of Amended and Restated Bylaws of Solventum Corporation (incorporated by reference to Exhibit 3.2 to Amendment No. 2 to Solventum Corporation’s registration statement on Form 10, filed with the Securities and Exchange Commission on March 11, 2024)

4.3*						Solventum VIP Excess Plan

5.1*						Opinion of Wachtell, Lipton, Rosen & Katz (regarding the validity of the shares of Solventum common stock)

5.2*						Opinion of BLG PLLC (regarding the validity of the deferred compensation obligations)

10.1*						Solventum 2024 Long-Term Incentive Plan, as amended


10.2*						Solventum Employee Stock Purchase Plan
23.1*						Consent of PricewaterhouseCoopers LLP

23.2*						Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1 to this Registration Statement)

23.3*						Consent of BLG PLLC (included in Exhibit 5.2 to this Registration Statement)

24.1*						Power of Attorney (included on signature pages of this Registration Statement)



107*						Filing Fee Table


*			Filed herewith.

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Item 9. Undertakings

The Company hereby undertakes:

(a) (1) To file during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:


			(i)			to include any prospectus required by Section 10(a)(3) of the Securities Act;


			(ii)			to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement;


			(iii)			to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that, paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement;

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.


			(b)			The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.


			(c)			Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act, Solventum Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Maplewood, state of Minnesota, on April 1, 2024.


SOLVENTUM CORPORATION

By:						/s/ Wayde McMillan
						Name: Wayde McMillan
						Title: Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints each of Bryan Hanson, Wayde McMillan and Marcela Kirberger, acting singly, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agents, proxies and attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed on April 1, 2024, by the following persons in the capacities indicated.



Signature						Title

/s/ Bryan Hanson						Chief Executive Officer and Director (Principal Executive Officer)
Bryan Hanson

/s/ Wayde McMillan						Chief Financial Officer (Principal Financial Officer)
Wayde McMillan

/s/ Mary Wilcox						Chief Accounting Officer (Principal Accounting Officer)
Mary Wilcox

/s/ Carlos Albán						Director
Carlos Albán

/s/ Carrie Cox						Director
Carrie Cox

/s/ Susan DeVore						Director
Susan DeVore

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/s/ Glenn Eisenberg						Director
Glenn Eisenberg

/s/ Bernard Harris Jr.						Director
Bernard Harris Jr.

/s/ Karen May						Director
Karen May

/s/ Elizabeth Mily						Director
Elizabeth Mily

/s/ John Weiland						Director
John Weiland

/s/ Amy Wendell						Director
Amy Wendell

/s/ Darryl Wilson						Director
Darryl Wilson

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EXHIBIT 107

Calculation of Filing Fee Table

S-8
(Form Type)

Solventum Corporation
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities


Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)		Proposed Maximum Offering Price Per Unit				Maximum Aggregate Offering Price		Fee Rate	Amount of Registration Fee
Equity	Common stock, par value $0.01 per share	457(c) and 457(h)	15,000,000	(2)	$	73.50		(5)	$	1,102,500,000	0.0001476	$	162,729.00
Equity	Common stock, par value $0.01 per share	457(c) and 457(h)	4,000,000	(3)	$	73.50		(5)	$	294,000,000	0.0001476	$	43,394.40
Other	Deferred Compensation Obligations	457(h)	$ 20,000,000	(4)	100		%	(6)	$	20,000,000	0.0001476	$	2,952.00
Total Offering Amounts									$	1,416,500,000		$	209,075.40
Total Fee Offsets
Net Fee Due												$	209,075.40

(1) Pursuant to Rule 416 under the Securities Act, this Registration Statement covers (i) such additional number of shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) issuable upon stock splits, stock dividends, reclassifications, recapitalizations, combinations or similar events or (ii) such reduced number of shares of Common Stock in respect of any reverse stock splits, stock dividends, reclassifications, recapitalizations, combinations or similar events, in each case with respect to the shares of Common Stock being registered pursuant to this Registration Statement.

(2) Represents shares of Common Stock that may be offered or delivered pursuant to the Solventum 2024 Long-Term Incentive Plan, as amended.

(3) Represents shares of Common Stock that may be offered or delivered pursuant to the Solventum Employee Stock Purchase Plan.

(4) The Deferred Compensation Obligations are unsecured obligations of Solventum Corporation to pay deferred compensation in the future in accordance with terms of the Solventum VIP Excess Plan.

(5) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act on the basis of the average of the high and low sales prices per share of the common stock on the “when-issued” trading market as reported on the New York Stock Exchange on March 28, 2024.

(6) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act. The amount of deferred compensation obligations registered is based on an estimate of the amount of compensation participants may defer under the Solventum VIP Excess Plan.

Exhibit 4.3

SOLVENTUM

VIP EXCESS PLAN

INTRODUCTION AND PURPOSE

3M Company (“3M”) has determined to separate its health care business into an independent public company (the “Transaction”). In connection with the Transaction, the 3M VIP Excess Plan (the “Predecessor Plan”) is being split and a portion is being spun off to this Plan. The newly formed company, Solventum Corporation, is adopting this Plan to (i) provide benefits for the eligible highly compensated employees of Solventum Corporation and its affiliated employers and (ii) accept a spin-off of the Prior Accruals with respect to Transferred Solventum Employees and Transferred Solventum Beneficiaries under the Predecessor Plan as described in the Employee Matters Agreement between 3M Company and Solventum Corporation (the “Employee Matters Agreement”). Under the terms of the Employee Matters Agreement, 3M and Solventum Corporation agree that the spinoff of Solventum Corporation from 3M will not trigger a separation from service for purposes of section 409A of the Code for Transferred Solventum Employees. This Plan will be effective as of April 1, 2024 (the “Effective Date”). As of the Effective Date, the provisions of the Plan are intended to generally replicate the provisions of the Predecessor Plan.

The purpose of this Solventum VIP Excess Plan (the “Plan”) is to attract and incent eligible highly compensated employees to remain with Solventum Corporation by offering them the opportunity to earn additional retirement benefits by deferring the receipt of a portion of their compensation on a tax-favored basis, with the belief that such opportunity will permit these employees to increase their long-term financial security. The Plan does this by supplementing the before-tax deferral provisions of the Solventum Voluntary Investment Plan (VIP), which are limited by the requirements of the Code.

ARTICLE 1

DEFINITIONS

For the purposes of this Plan, the following words and phrases shall have the meanings indicated, unless the context clearly indicates otherwise:

1.1 ACCOUNT. “Account” or “Accounts” means the record of the amounts credited to a Participant under the Plan pursuant to Article 4.

1.2 BENEFICIARY. “Beneficiary” means the person, persons or entity designated by the Participant, or as provided in Article 6, to receive any unpaid balance in such Participant’s Accounts following his or her death. Each Beneficiary designation by a Transferred Solventum Employee in effect under the Predecessor Plan immediately prior to his or her Participation Date will be recognized and maintained under the Plan and shall remain until a new designation is made by such Participant and becomes effective.

1.3 CODE. “Code” means the Internal Revenue Code of 1986, as amended.

1.4 COMMITTEE. “Committee” means the Talent Committee of the Board of Directors of Solventum.

1.5 COMPANY. “Company” means Solventum Corporation, its U.S. affiliates and subsidiaries and any successor to the business thereof; provided, however, that for purposes of deferrals and Company contributions made under the Predecessor Plan, Company shall mean the Predecessor Company as the original recorder of such amounts.

1.6 EFFECTIVE DATE. “Effective Date” means April 1, 2024.

1.7 ELIGIBLE COMPENSATION. “Eligible Compensation” of a Participant for any Plan Year means base pay plus any variable pay (including annual incentive (AIP), sales commissions and management objective, but excluding any portion of such variable pay that is payable in the form of restricted stock units, performance units, performance shares and any other long-term incentive compensation unless expressly included by the Committee) earned by the Participant during such Plan Year (whether paid during or following such Plan Year). Eligible Compensation does not include incentives, awards, foreign service premiums and allowances, income arising from stock options, separation pay, employer contributions to employee benefit plans, reimbursements or payments in lieu thereof, or lump sum payouts of a Participant’s unused vacation benefits.

1.8 EMPLOYEE. “Employee” means any person employed by the Company as an active regular common-law employee who is recognized as such on the Company’s human resources/payroll systems; including such persons who are United States citizens but on assignment outside of the United States and resident aliens employed in the United States; but excluding any person covered by a collective bargaining agreement to which the Company is a party. “Employee” also includes all Transferred Solventum Employees.

1.9 INDEXED COMPENSATION LIMIT. “Indexed Compensation Limit” means the annual amount of compensation that may be recognized by a qualified retirement plan under section 401(a)(17) of the Code (as adjusted annually for increases in the cost of living).

1.10 MEASUREMENT DATE. “Measurement Date” means November 1st or, if the Plan Administrator approves an election period pursuant to Section 2.2 for one or more Employees who otherwise would not have been eligible based on a Measurement Date of November 1, the first day of such election period.

1.11 PARTICIPANT. “Participant” means any Employee who has elected to make contributions to this Plan after satisfying the eligibility requirements of Section 2.1. An Employee who satisfies the eligibility requirements of Section 2.1 but who does not elect to make contributions to the Plan shall also be a Participant with respect to a Company nonelective contribution made on his or her behalf pursuant to the terms of the Plan.

1.12 PARTICIPATION DATE. “Participation Date” means the earlier of the date the Employee first makes an election to contribute pursuant to Section 2.2, or the first date on which a Company nonelective contribution is made to the Account of such Employee. If the Employee was a participant in the Predecessor Plan, the Employee’s Participation Date shall be the Effective Date.

1.13 PLAN. “Plan” means the plan described in this document, as it may be amended from time to time. The official name of the Plan shall be the Solventum VIP Excess Plan.

1.14 PLAN ADMINISTRATOR. “Plan Administrator” means the individual appointed under the Plan who is responsible for the administration and operation of the Plan. The Plan Administrator shall be appointed by the Company. In the absence of an appointment, the individual who is the successor of the plan administrative job functions performed by the individual last appointed as Plan Administrator shall serve as the Plan Administrator until an individual is appointed. An individual’s appointment as the Plan Administrator shall automatically end upon the individual’s death, resignation, termination of employment of the employee or removal by the Company.

1.15 PLAN YEAR. “Plan Year” means the 12-month period from January 1 through December 31 in respect of which a Participant may contribute to the Plan.

1.16 PORTFOLIO III VIP. “Portfolio III VIP” means the provisions of the Solventum Voluntary Investment Plan applicable to eligible employees who were hired or rehired by the Company or the Predecessor Company after December 31, 2008 or are otherwise classified thereunder as Portfolio III Participants.

1.17 PREDECESSOR COMPANY. “Predecessor Company” means 3M, its U.S. affiliates and subsidiaries.

1.18 PREDECESSOR PLAN. “Predecessor Plan” means the 3M VIP Excess Plan, which was established on January 1, 2009.

1.19 PRIOR ACCRUALS. “Prior Accruals” means the amount attributable to Participant contributions, Company matching contributions and Company nonelective contributions initially credited to a Transferred Solventum Employee pursuant to Article 2 of the Predecessor Plan and not yet distributed as of the Participation Date.

1.20 RETIRE or RETIREMENT. “Retire” or “Retirement” means an Employee’s Separation from Service with the Company after attaining age 55 with at least five years of employment service (including service under the Predecessor Plan with respect to Transferred Solventum Employees) or after attaining age 65.

1.21 SEPARATION FROM SERVICE. “Separation from Service” means a “separation from service” as defined in Treas. Reg. section 1.409A-1(h)(1) or such other regulation or guidance issued under section 409A of the Code. Whether a Separation from Service has occurred depends on whether the facts and circumstances indicate that Solventum (or, for periods during which Solventum and 3M are members of the same controlled group, 3M) and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36) month period). A Separation from Service shall not be deemed

to occur while the Participant is on military leave, sick leave or other bona fide leave of absence if the period does not exceed six (6) months or, if longer, so long as the Participant retains a right to reemployment with Solventum (or, for periods during which Solventum and 3M are members of the same controlled group, 3M) or an affiliate under an applicable statute or by contract. For this purpose, a leave is bona fide only if, and so long as, there is a reasonable expectation that the Participant will return to perform services for Solventum (or, for periods during which Solventum and 3M are members of the same controlled group, 3M) or an affiliate. Notwithstanding the foregoing, a 29-month period of absence will be substituted for such six (6) month period if the leave is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of no less than six (6) months and that causes the Participant to be unable to perform the duties of his or her position of employment.

1.22 SOLVENTUM. “Solventum” means Solventum Corporation, a Delaware corporation.

1.23 SPECIFIED EMPLOYEE. “Specified Employee” means a “specified employee” as defined in Treas. Reg. section 1.409-1(i) or such other regulation or guidance issued under section 409A of the Code.

1.24 3M. “3M” means 3M Company, a Delaware corporation.

1.25 TRANSFERRED SOLVENTUM BENEFICIARIES. “Transferred Solventum Beneficiaries” means beneficiaries of Transferred Solventum Employees, and whose benefits under the Predecessor Plan were transferred to this Plan in connection with the Transaction. 3M Company’s classification of an individual as a Transferred Solventum Beneficiary shall be made in 3M Company’s sole discretion and shall be conclusive and binding upon all persons with respect to the Plan.

1.26 TRANSFERRED SOLVENTUM EMPLOYEES. “Transferred Solventum Employees” means those employees of the Company who participated in the Predecessor Plan immediately prior to the Transaction Date, and whose accounts in the Predecessor Plan were transferred to the Plan. 3M’s classification of an individual as a Transferred Employee shall be made in 3M’s sole discretion and shall be conclusive and binding upon all persons with respect to the Plan.

1.27 UNFORESEEABLE FINANCIAL EMERGENCY. “Unforeseeable Financial Emergency” means an “unforeseeable emergency” (as defined in Treas. Reg. section 1.409A-3(i)(3) or such other regulation or guidance issued under section 409A of the Code.

1.28 VALUATION DATE. “Valuation Date” shall have the same meaning as that term is defined for purposes of the VIP.

1.29 VIP. “VIP” means the Solventum Voluntary Investment Plan, as it may be amended from time to time. Notwithstanding the preceding, with respect to periods prior to the Effective

Date, the term “VIP” means the 3M Voluntary Investment Plan and Employee Stock Ownership Plan.

ARTICLE 2

ELIGIBILITY AND PARTICIPATION

2.1 Eligibility. An Employee shall be eligible to participate in the Plan by making contributions for a Plan Year if as of the Measurement Date immediately preceding such Plan Year:

(a) such Employee is employed by the Company;

(b) such Employee is eligible to make contributions under the VIP; and

(c) such Employee had estimated annual planned total cash compensation (base pay plus variable pay, including annual incentive, sales commissions and management objective) that exceeds the Indexed Compensation Limit in effect for the calendar year including such Measurement Date.

The eligibility of Employees to participate in this Plan by making contributions shall be determined each Plan Year, and no Employee shall have any right to make contributions in any Plan Year by virtue of having an Account as a result of making contributions in any prior Plan Year.

2.2 Election to Contribute. In order to make contributions under the Plan for any Plan Year, an Employee who meets the eligibility requirements of Section 2.1 must enroll via the Plan’s Internet site. To be effective, an Employee’s election to participate must elect the amount of his or her contributions, authorize the reduction of his or her Eligible Compensation as needed to make such contributions, select the time and form of payment of such contributions and the earnings thereon, specify the investment fund or funds in which such contributions are to be treated as being invested, and provide such other pertinent information as the Plan Administrator may require. The time period during which elections to participate will be accepted each Plan Year will be established by the Plan Administrator and may vary by Employee, but in no event will any election be accepted after the beginning of the Plan Year to which such election relates. Any election made by a Transferred Solventum Employee to contribute to the Predecessor Plan for the 2024 Plan Year shall also apply to his or her Eligible Compensation under this Plan following his or her Participation Date and during the remainder of the 2024 Plan Year. Additionally, with respect to any liabilities transferred from the Predecessor Plan to this Plan, each Transferred Solventum Employee’s respective elections regarding the time and form of payment for such liabilities shall also be carried over to the Plan.

2.3 Duration of Contribution Election. Each eligible Employee’s election to make contributions to the Plan made in accordance with the requirements of Section 2.2 shall expire as of the end of the Plan Year to which it relates, although it shall apply to any Eligible Compensation paid after the end of such Plan Year if such Eligible

Compensation was earned during such Plan Year. Participants may not change or revoke their contribution elections for a Plan Year after the election period for the Plan Year has ended.

2.4 Duration of Participation. An Employee’s participation in the Plan shall begin on his or her Participation Date as defined in Section 1.12. A Participant’s participation in the Plan shall continue until all amounts credited to his or her Accounts have been distributed, or until the Participant’s death, if earlier.

ARTICLE 3

CONTRIBUTIONS

3.1 Participant Contributions. A Participant may contribute (defer) from two percent (2%) to ten percent (10%) (but only a whole percentage) of his or her Eligible Compensation earned during the Plan Year to which such Participant’s election relates, subject to the following:

(a) the percentage of Eligible Compensation that a Participant elects to contribute to the Plan for a Plan Year must be the same as the Participant’s Elective Deferral percentage under the VIP during such Plan Year; and

(b) the percentage the Participant elects to contribute (defer) shall be deducted from each payment of such Participant’s Eligible Compensation earned during the Plan Year (whether paid during or following such Plan Year), but only if such compensation would have been paid (but for the deferral election) to the Participant after (i) such Participant’s before-tax deferrals to the Participant’s Before-Tax 401(k) Account under the VIP during the Plan Year in which payment would have occurred have reached the applicable dollar limit on such deferrals imposed by section 402(g) of the Code (regardless of whether or not the Participant is eligible to make or is actually making catch-up deferrals as authorized by section 414(v) of the Code), or (ii) such Participant has reached the Indexed Compensation Limit under the VIP for the Plan Year in which payment would have occurred.

3.2 Company Matching Contributions. As soon as administratively feasible following each payroll payment from which Participant contributions are withheld, the Company shall make a matching contribution on behalf of each Participant who has made contributions to the Plan equal to the Required Matching Percentage (as such term is defined in the VIP) of that portion of such Participant’s contributions made pursuant to Section 3.1 which does not exceed five percent (5%) of such Participant’s Eligible Compensation for the payroll period corresponding to such payment.

3.3 Company Nonelective Contributions. Only for those Employees covered by the Portfolio III VIP, the Company shall make additional contributions to the Plan on behalf of each Employee eligible to participate in this Plan for a Plan Year equal to three percent (3%) of such Employee’s Eligible Compensation earned during such Plan Year.

These additional Company contributions shall be made to the Plan as soon as administratively feasible following each payroll payment during or following the Plan Year corresponding to the payroll period during which such Eligible Compensation was earned.

ARTICLE 4

ACCOUNTS

4.1 Creation of Accounts. The Plan shall establish a separate Account or Accounts for each Participant who elects to make contributions hereunder. A separate Account shall be maintained for each Participant for each Plan Year that such Participant makes contributions to the Plan. The amount of a Participant’s contributions hereunder shall be credited to such Participant’s Account at the same time as or as soon as reasonably possible following the dates on which the Company paid the Eligible Compensation from which such contributions were deferred. Company matching and nonelective contributions shall be credited to separate Accounts of those Participants eligible to receive such contributions pursuant to Sections 3.2 and 3.3 at the same time as or as soon as reasonably possible following the dates on which the Company makes such contributions to the Plan.

4.2 Earnings on Accounts. Each Participant’s Accounts shall be credited with investment earnings or losses based on the performance of the investment funds selected by such Participant. The investment funds available to the Participants in this Plan shall be the same as the investment funds available to the participants in the VIP, excluding the Solventum Stock Fund and the 3M Stock Fund, but shall also include a fund based on the return of the Growth Factor as defined for purposes of the Solventum Deferred Compensation Excess Plan. Participants may allocate the amounts credited to their Accounts among such investment funds in whole percentages from one percent to one hundred percent. The deemed investment earnings or losses on such VIP funds for purposes of this Plan shall equal the actual rate of return on such funds in the VIP net of any fees or expenses chargeable thereto, including but not limited to management fees, trustee fees, recordkeeping fees and other administrative expenses. In the event that a Participant fails to select the investment fund or funds in which his or her Accounts are deemed to be invested, such Participant will be deemed to have allocated the entire amount credited to his or her Accounts to the Plan’s default investment fund.

4.3 Changes in Investment Fund Allocations. Participants may change the investment funds among which their Account balances or future contributions are allocated at any time, subject to such rules as may be established by the Plan Administrator. Allocation changes may only be made using the Plan’s Internet site or by speaking with a representative of the Plan’s recordkeeper.

4.4 Valuation of Accounts. The Accounts of all Participants shall be revalued as of each Valuation Date. As of each Valuation Date, the value of a Participant’s Account shall consist of the balance of such Account as of the immediately preceding Valuation Date, increased by the amount of any contributions made and credited thereto since the

immediately preceding Valuation Date, increased or decreased (as the case may be) by the amount of deemed investment earnings or losses credited to the investment funds selected by the Participant since the immediately preceding Valuation Date, and decreased by the amount of any distributions made from such Account since the immediately preceding Valuation Date.

4.5 Vesting of Accounts. A Participant shall always be 100% vested in the value of his or her Accounts (including any earnings thereon).

ARTICLE 5

DISTRIBUTION OF ACCOUNTS

5.1 General Rules. Except as provided in Sections 5.5, 8.2 and 9.1, no distribution of a Participant’s Accounts hereunder shall be made prior to such Participant’s death, retirement or Separation from Service with the Company. Notwithstanding the foregoing, no distribution will be made from a Participant’s Accounts by reason of the completion of the Transaction contemplated by the terms of the Employee Matters Agreement. All distributions of a Participant’s Accounts shall be made in cash. When the Plan makes a distribution of less than the entire balance of a Participant’s Account, the distribution shall be charged pro rata against each of the investment funds to which the Account is then allocated.

5.2 Distribution Following Separation from Service. If a Participant incurs a Separation from Service with the Company for any reason other than death or Retirement, the entire balance of such Participant’s Accounts shall be paid to the Participant in a single lump sum distribution in the month of July in the Plan Year following the Plan Year in which such Participant’s Separation from Service occurred (or in the month of January in the Plan Year following the Plan Year in which such Participant’s Separation from Service occurred if such Separation from Service occurred prior to July 1 of such Plan Year).

5.3 Distribution Following Retirement. If a Participant Retires from employment with the Company, the balance of such Participant’s Account shall be paid commencing at the time and in one of the following methods of payment selected by such Participant at the time such Participant elected to make contributions to the Plan (or the Predecessor Plan, as applicable) for such Plan Year pursuant to Section 2.2 (for this purpose, the election made by a Participant with respect to the distribution of amounts contributed by such Participant for a Plan Year shall be deemed to apply to the amounts contributed to the Plan by the Company on behalf of such Participant for such Plan Year):

(a) A single lump sum distribution; or

(b) Ten or fewer annual installments, with the amount of each installment payment being determined by multiplying the balance in the Participant’s Account on the payment date by a fraction having a numerator of one and a denominator equal to the remaining number of scheduled installment payments.

All lump sum and installment payments shall be made in the month of January or July in the Plan Year or Years selected by the Participant; provided, however, that no payments shall be made before the month of July in the Plan Year following the Plan Year in which such Participant incurs a Separation from Service with the Company (or in the month of January in the Plan Year following the Plan Year in which such Participant’s Separation from Service occurred if such Separation from Service occurred prior to July 1 of such Plan Year), and provided further that no method of payment and commencement date selected by a Participant shall require the Plan to make any payment more than 10 years after the end of the Plan Year in which such Participant Retires. Upon the Retirement of a Participant on whose behalf the Company made nonelective contributions pursuant to Section 3.3 for one or more Plan Years for which such Participant has not made an effective election concerning the time and method of payment of the Account(s) attributable to such nonelective contributions, the balance of such Participant’s Account(s) attributable to such nonelective contributions shall be paid to the Participant in a single lump sum distribution in the month of July in the Plan Year following the Plan Year in which such Participant’s Separation from Service occurred (or in the month of January in the Plan Year following the Plan Year in which such Participant’s Separation from Service occurred if such Separation from Service occurred prior to July 1 of such Plan Year).

5.4 Distribution Following Death. If a Participant dies before distribution of one or more of his or her Accounts has begun, the entire balance of such Accounts shall be paid to the Participant’s Beneficiary in a single lump sum distribution in the month of July in the Plan Year following the Plan Year in which such Participant died (or in the month of January in the Plan Year following the Plan Year in which the Participant died if the Participant died before July 1 of such Plan Year). If a Participant dies after distribution of one or more of his or her Accounts has begun, the remaining balance of such Accounts (if any) shall be paid to the Participant’s Beneficiary in accordance with the method of payment chosen by the Participant.

5.5 Unforeseeable Financial Emergency Distribution. Upon finding that a Participant has suffered an Unforeseeable Financial Emergency, the Committee may, in its sole discretion, permit the Participant to withdraw an amount from his or her Account sufficient to alleviate the emergency.

5.6 Withholding; Payroll Taxes. To the extent required by the laws in effect at the time any payment is made, the Plan shall withhold from any payment made hereunder any taxes required to be withheld for federal, state or local government purposes.

ARTICLE 6

DESIGNATION OF BENEFICIARIES

6.1 Beneficiary Designation. Each Participant shall have the right at any time to designate any person, persons, or entity, as Beneficiary or Beneficiaries to whom payment of the Participant’s Account shall be made in the event of the Participant’s death. Any designation made under the Plan may be revoked or changed by a new designation made

prior to the Participant’s death. Any such designation or revocation must be made in accordance with the rules established by the Plan Administrator, and will not be effective until received by the Plan.

6.2 Beneficiary Predeceases Participant. If a Participant designates more than one Beneficiary to receive such Participant’s Account and any Beneficiary shall predecease the Participant, the Plan shall distribute the deceased Beneficiary’s share to the surviving Beneficiaries proportionately, as the portion designated by the Participant for each bears to the total portion designated for all surviving Beneficiaries.

6.3 Absence of Effective Designation. If a Participant makes no designation or revokes a designation previously made without making a new designation, or if all persons designated shall predecease the Participant, the Plan shall distribute the balance of the deceased Participant’s Account in the manner determined in accordance with the Participant’s designation in effect under the VIP. In the event such Participant has no effective designation under the VIP, the Plan shall distribute the balance of the deceased Participant’s Account to the first of the following survivors:

(a) The Participant’s spouse;

(b) Equally to the Participant’s children;

(d) Equally to the Participant’s brothers and sisters; or

(e) The executor or administrator of the Participant’s estate.

6.4 Death of Beneficiary. If a Beneficiary to whom payments hereunder are to be made pursuant to the foregoing provisions of this Article 6 survives the Participant but dies prior to complete distribution to the Beneficiary of the Beneficiary’s share:

(a) unless the Participant has otherwise specified in his or her designation, the Plan shall distribute the undistributed portion of such Beneficiary’s share to such person or persons, including such Beneficiary’s estate, as such Beneficiary shall have designated in a designation made with the Plan prior to such Beneficiary’s death (which designation shall be subject to change or revocation by such Beneficiary at any time); or

(b) if the Participant’s designation specifies that such Beneficiary does not have the power to designate a successor Beneficiary or if such Beneficiary is granted such power but fails to designate a successor Beneficiary prior to such Beneficiary’s death, the Plan shall distribute the undistributed portion of such Beneficiary’s share to such Beneficiary’s estate.

6.5 Beneficiary Disclaimer. Notwithstanding the foregoing provisions of this Article 6, in the event a Beneficiary, to whom payments hereunder would otherwise be made, disclaims all or any portion of that Beneficiary’s interest in such payments, such

disclaimed portion of such Beneficiary’s interest in such payments shall pass to the person or persons specified by the Participant to take such disclaimed interest. In the event the Participant did not specify a person or persons to take disclaimed interests, such disclaimed portion of such Beneficiary’s interest in such payments shall pass to the person or persons who would be entitled thereto pursuant to the Participant’s designation or the designation made with respect to the VIP referenced above, whichever is applicable pursuant to the foregoing provisions of this Article 6, if such Beneficiary had died immediately preceding the death of the Participant.

ARTICLE 7

UNFUNDED PLAN

7.1 No Trust. This Plan is intended to be an “unfunded” plan of deferred compensation for the Participants. As such, the benefits payable under this Plan will be paid solely from the general assets of the Company. The Company does not intend to create any trust in connection with this Plan. The Company shall not have any obligation to set aside funds or make investments in the investment funds referred to in Article 4. The Company’s obligations under this Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.

7.2 Unsecured General Creditor. No Participant or Beneficiary shall have any right to receive any benefit payments from this Plan except as provided in Articles 5 and 6. Until such payments are received, the rights of each Participant and Beneficiary under this Plan shall be no greater than the rights of a general unsecured creditor of the Company.

ARTICLE 8

AMENDMENT AND TERMINATION OF PLAN

8.1 Right to Amend. Solventum may at any time amend or modify the Plan in whole or in part; provided, however, that no amendment or modification shall adversely affect the rights of any Participant or Beneficiary acquired under the terms of the Plan as in effect prior to such action. The consent of any Participant, Beneficiary, employer or other person shall not be a requisite to such amendment or modification of the Plan.

8.2 Termination. Solventum reserves the right to terminate the Plan at any time and for any reason. Upon the termination of the Plan and to the extent permitted by section 409A of the Code, all elections to contribute to the Plan shall be revoked and the Plan shall immediately distribute in cash to the respective Participants and Beneficiaries the entire remaining balances of the Accounts.

ARTICLE 9

CHANGE IN CONTROL

9.1 Termination Upon Change in Control. This Plan shall terminate and the Plan shall immediately distribute in cash to the respective Participants the amounts credited to all Accounts upon the occurrence of a Change in Control of Solventum.

9.2 Definition of Change in Control. For purposes of this Article 9, a Change in Control of Solventum shall be deemed to have occurred if there is a “change in the ownership of Solventum”, “change in effective control of Solventum”, and/or a “change in the ownership of a substantial portion of Solventum’s assets” as defined in Treas. Reg. section 1.409A-3(i)(5) or such other regulation or guidance issued under section 409A of the Code.

9.3 Reimbursement of Fees and Expenses. The Company shall pay to each Participant the amount of all reasonable legal and accounting fees and expenses incurred by such Participant in seeking to obtain or enforce his or her rights under this Article 9, unless a lawsuit commenced by the Participant for such purposes is dismissed by the court as being spurious or frivolous. The Company shall also pay to each Participant the amount of all reasonable tax and financial planning fees and expenses incurred by such Participant in connection with such Participant’s receipt of payments pursuant to this Article 9. Payment of these legal and accounting fees, as well as these tax and financial planning fees and expenses, shall be made as soon as administratively feasible, but no later than two and one-half months following the end of the Participant’s taxable year in which the Participant incurs these fees and expenses. If a Participant is a Specified Employee and such payment is made on account of the Participant’s Separation from Service, payment shall not be made prior to the first day of the seventh month following the Participant’s Separation from Service.

ARTICLE 10

GENERAL PROVISIONS

10.1 Administration of the Plan and Discretion. This Plan shall be administered by the Plan Administrator. The Plan Administrator shall have full power and authority to interpret the Plan, to establish, amend and rescind any rules, forms and procedures as he or she deems necessary for the proper administration of the Plan, and to take any other action as he or she deems necessary or advisable in carrying out his or her duties under the Plan. Any decisions, actions or interpretations of any provision of the Plan made by the Plan Administrator shall be made in his or her respective sole discretion, need not be uniformly applied to similarly situated individuals and shall be final, binding and conclusive on all persons interested in the Plan.

10.2 Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable

hereunder. All payments and the rights to all payments are expressly declared to be nonassignable and nontransferable. No part of the amounts payable hereunder shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments or decrees, or transferred by operation of law in the event of a Participant’s or any Beneficiary’s bankruptcy or insolvency. No part of any Participant’s Account may be assigned or paid to such Participant’s spouse in the event of divorce pursuant to a domestic relations order.

10.3 Not a Contract of Employment. The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between the Company and any Participant, and the Participants (or their Beneficiaries) shall have no rights against the Company except as may otherwise be specifically provided herein. Moreover, nothing in this Plan shall be deemed to give any Participant the right to be retained in the employment of the Company or to interfere with the right of the Company to discipline or discharge such Participant at any time for any reason whatsoever.

10.4 Terms. Wherever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or in the singular, as the case may be, in all cases where they would so apply.

10.5 Captions. The captions of the articles and sections of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

10.6 Governing Law. The provisions of this Plan shall be construed and interpreted according to the laws of the State of Minnesota, except to the extent preempted by federal law.

10.7 Validity. In case any provision of this Plan shall be ruled or declared invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

10.8 Claims Procedure. Any Participant or Beneficiary who disagrees with any decision regarding his or her benefits under this Plan shall submit a written request for review to the Plan Administrator. The Plan Administrator shall respond in writing to such a request within sixty (60) days of his or her receipt of the request. The Plan Administrator may, however, extend the reply period for an additional sixty (60) days for reasonable cause. The Plan Administrator’s response shall be written in a manner calculated to be understood by the Participant or Beneficiary, and shall set forth:

(a) the specific reason or reasons for any denial of benefits;

(b) specific references to the provision or provisions of this Plan on which the denial is based;

(c) a description of any additional information or material necessary for the Participant or Beneficiary to improve his or her claim, and an explanation of why such information or material is necessary; and

(d) an explanation of the Plan’s claims review procedure and other appropriate information as to the steps to be taken if the Participant or Beneficiary wishes to appeal the Plan Administrator’s decision.

If the Participant or Beneficiary disagrees with the decision of the Plan Administrator, he or she shall file a written appeal with the Committee within one-hundred twenty (120) days after receiving the Plan Administrator’s response. The Committee shall respond in writing to such an appeal within ninety (90) days of its receipt of the appeal. The Committee may, however, extend the reply period for an additional ninety (90) days for reasonable cause. The Committee’s response shall be written in a manner calculated to be understood by the Participant or Beneficiary, and shall both set forth the specific reasons for its decision and refer to the specific provision or provisions of the Plan on which its decision is based.

10.9 Successors. The provisions of this Plan shall bind and inure to the benefit of the Company and its successors and assigns. The term successors as used herein shall include any corporation or other business entity which shall, whether by merger, consolidation, purchase or otherwise, acquire substantially all of the business and assets of the Company, and successors of any such corporation or other business entity.

10.10 Incompetent. In the event that it shall be found upon evidence satisfactory to the Plan Administrator that any Participant or Beneficiary to whom a benefit is payable under this Plan is unable to care for his or her own affairs because of illness or accident, any payment due (unless prior claim therefore shall have been made by a duly authorized guardian or other legal representative) may be paid, upon appropriate indemnification of the Plan, to the spouse or other person deemed by the Plan Administrator to have accepted responsibility for such Participant or Beneficiary. Any such payment made pursuant to this Section 10.10 shall be in complete discharge of any liability therefore under this Plan.

10.11 Indemnification. To the extent permitted by law, the Company shall indemnify the Plan Administrator and the members of the Committee against any and all claims, losses, damages, expenses and liability arising from their responsibilities or the performance of their duties in connection with the Plan which is not covered by insurance paid for by the Company, unless the same is determined to be due to gross negligence or intentional misconduct.

Exhibit 5.1

[Letterhead of Wachtell, Lipton, Rosen & Katz]

April 1, 2024

Solventum Corporation

3M Center, Building 275-6W

2510 Conway Avenue East

Maplewood, MN 55144

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as special counsel to Solventum Corporation, a Delaware corporation (the “Company”), in connection with the preparation and filing of the Registration Statement on Form S-8 (the “Registration Statement” which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto), under the Securities Act of 1933, as amended (the “Securities Act”) to which this opinion is included at Exhibit 5.1. The Registration Statement relates to (x) the issuance by the Company of up to 15 million shares of common stock, par value $0.01 per share, of the Company (the “Shares”) which may be issued pursuant to the Solventum Corporation 2024 Long-Term Incentive Plan; and (y) the issuance by the Company of up to 4 million Shares which may be issued pursuant to the Solventum Employee Stock Purchase Plan (the Solventum Corporation 2024 Long-Term Incentive Plan and the Solventum Employee Stock Purchase Plan collectively, the “Equity Plans”). The Equity Plans were adopted by the board of directors of the Company (the “Board”) in connection with the contemplated distribution by 3M Company of approximately 80.1% of the issued and outstanding Shares immediately prior to such distribution (the “Distribution”).

The Registration Statement also relates to an aggregate of $20 million in unsecured obligations of the Company to pay deferred compensation in the future (“Deferred Compensation Obligations”) under the Solventum VIP Excess Plan. We are not providing any opinion as to the Deferred Compensation Obligations, which are addressed by the opinion set forth in Exhibit 5.2 to the Registration Statement.

In rendering this opinion, we have examined the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments, including the certificate of incorporation and bylaws of the Company, in each case, as expected to be in effect immediately following the Distribution and in substantially the forms set forth as exhibits 4.1 and 4.2 to the Registration Statement (respectively, the “Charter” and “Bylaws”), the Equity Plans, and the resolutions of the Board adopting the Equity Plans and have made such other investigations as we have deemed relevant and necessary in connection with the opinion set forth below. As to questions of fact material to this opinion, we have relied upon oral and written representations of officers and representatives of the Company and certificates or comparable documents of public officials and of officers and representatives of the Company. In addition, we have assumed that each applicable Equity Plan will be effective at the time that the shares are issued.

In making such examination and rendering the opinion set forth below, we have assumed without verification the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, and the legal capacity of all individuals executing any of the foregoing documents.

In rendering the opinion set forth below, we have also assumed that the Shares, when issued, will be duly authenticated by the transfer agent and registrar for the Shares and that the certificates, if any, evidencing the Shares to be issued will be manually signed by one of the authorized officers of the transfer agent and registrar for the Shares and registered by such transfer agent and registrar.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that when the Charter and Bylaws become effective and the Shares have been issued and delivered pursuant to the terms and conditions set forth in the Registration Statement, the prospectus delivered to participants in the applicable Equity Plan and the applicable Equity Plan, the Shares will be validly issued, duly authorized, fully paid and nonassessable.

We are members of the Bar of the State of New York and we do not express any opinion herein concerning any law other than the federal laws of the United States, the laws of the State of New York and the Delaware General Corporation Law. This opinion letter is being furnished solely in connection with the offer, sale and issuance of the

Shares and may not be used, quoted, relied upon or otherwise referred to for any other purpose without our prior written consent.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.


			Very truly yours,

			/s/ Wachtell, Lipton, Rosen & Katz

-2-


BLG


Exhibit 5.2 BLG PLLC 30 South 9th Street, Suite 700 Minneapolis, MN 55402 +1 612 404 1009 BLGtaxlaw.com

April 1, 2024

Solventum Corporation

3M Center, Building 275-6W

2510 Conway Avenue East

Maplewood, MN 55144

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We are acting as counsel to Solventum Corporation, a Delaware corporation (the “Company”), in connection with its filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), on the date hereof for the purpose of registering deferred compensation obligations of the Company (the “Deferred Compensation Obligations”) pursuant to the Solventum VIP Excess Plan (the “Plan”).

For purposes of this opinion letter, we have examined the Plan, the Registration Statement, resolutions adopted by the Company’s Board of Directors, and all such other corporate records of the Company, as well as made such investigation of matters of fact and law and examined such other documents as we have deemed necessary for rendering the opinion hereinafter expressed. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies.

Our opinion hereinafter expressed is limited to the General Corporation Law of the State of Delaware, the laws of the State of Minnesota, and the federal laws of the United States of America. For purposes of this opinion letter, we have assumed that the Plan has been established and is intended to be maintained as a “top hat” plan under the Employee Retirement Income Security Act of 1974, as amended, which is a plan that is unfunded and maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.

Based on the foregoing, we are of the opinion that the Deferred Compensation Obligations will be valid and binding obligations of the Company, enforceable against the Company in accordance with the terms of the Plan, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights, and general principles of equity, whether such enforcement is considered in a proceeding in equity or at law.

We hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

/s/ BLG PLLC

Exhibit 10.1

SOLVENTUM 2024 LONG-TERM INCENTIVE PLAN

Effective March 12, 2024, as amended March 29, 2024

The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. This Plan shall be effective on the Effective Date.

ARTICLE I

DEFINITIONS

As used in the Plan, the following words and phrases will have the meanings specified below, unless the context clearly indicates otherwise:

1.1“Adjusted Award” means any equity-based award granted by 3M Company that is converted into an equity-based award relating to the Company upon the occurrence of a spin-off of the Company from 3M Company.

1.2“Administrator” means the Board or a Committee to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee. With reference to the Board’s or a Committee’s powers or authority under the Plan that have been delegated to one or more officers pursuant to Section 3.2, the term “Administrator” shall refer to such person(s) unless and until such delegation has been revoked.

1.3“Applicable Law” means any applicable law, including without limitation: (a) provisions of the Code, the Securities Act, the Exchange Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether U.S. or non-U.S. federal, state or local; and (c) rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded.

1.4“Award” means an Option, Stock Appreciation Right, Restricted Stock award, Restricted Stock Unit award, Performance Bonus Award, Performance Share award or Other Stock or Cash Based Award granted to a Participant under the Plan, including Adjusted Awards.

1.5“Award Agreement” means a written agreement evidencing an Award, which may be electronic, that contains such terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.

1.6“Board” means the Board of Directors of the Company.

1.7“Change in Control” means the occurrence of a “change in control event” of the Company, as determined in accordance with U.S. Treasury Regulation Section 1.409A-3(i)(5) or such other regulation or guidance issued under Section 409A. The Administrator shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if its sole purpose is to (i) change the jurisdiction of the Company’s incorporation, or (ii) create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

1.8“Code” means the U.S. Internal Revenue Code of 1986, as amended, and all regulations, guidance, compliance programs and other interpretative authority issued thereunder.

1.9“Committee” means one or more committees or subcommittees of the Board, which may include one or more Company directors or executive officers, to the extent Applicable Laws permit. To the extent required to comply with the provisions of Rule 16b-3, it is intended that each member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3; however, a Committee member’s failure to qualify as a “non-employee director”

within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.

1.10“Common Stock” means the common stock of the Company.

1.11“Company” means Solventum Corporation, a Delaware corporation, or any successor.

1.12“Designated Beneficiary” means the beneficiary or beneficiaries the Participant designates, in a manner the Company permits and determines, to receive amounts due or exercise the Participant’s rights if the Participant dies. Without a Participant’s effective designation or if the Company does not permit such a designation by the Participant, “Designated Beneficiary” will mean the Participant’s estate or legal heirs.

1.13“Director” means a Board member.

1.14“Disability” means a permanent and total disability under Section 22(e)(3) of the Code.

1.15“Dividend Equivalents” means a right granted to a Participant to receive the equivalent value (in cash or Shares) of dividends paid on a specified number of Shares. Such Dividend Equivalents shall be converted to cash or additional Shares, or a combination of cash and Shares, by such formula and at such time and subject to such limitations as may be determined by the Administrator.

1.16“Effective Date” has the meaning set forth in Section 10.3.

1.17“Employee” means any employee of the Company or any of its Subsidiaries.

1.18“Equity Restructuring” means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split (including a reverse stock split), spin-off or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other Company securities) or the share price of Common Stock (or other Company securities) and causes a change in the per share value of the Common Stock underlying outstanding Awards.

1.19“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and all regulations, guidance and other interpretative authority issued thereunder.

1.20“Fair Market Value” means, as of any date, the value of a Share determined as follows: (i) if the Common Stock is listed on any established stock exchange, the value of a Share will be the closing sales price for a Share as quoted on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Company deems reliable; (ii) if the Common Stock is not listed on an established stock exchange but is quoted on a national market or other quotation system, the value of a Share will be the closing sales price for a Share on such date, or if no sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; or (iii) if the Common Stock is not listed on any established stock exchange or quoted on a national market or other quotation system, the value of a Share will be established by the Administrator in its sole discretion.

1.21“Greater Than 10% Stockholder” means an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any parent corporation or subsidiary corporation of the Company, as determined in accordance with Section 424(e) and (f) of the Code, respectively.

1.22“Incentive Stock Option” means an Option that meets the requirements to qualify as an “incentive stock option” as defined in Section 422 of the Code.

1.23“Misconduct” will have the meaning assigned to such term in the applicable Award Agreement or, if not defined therein, (A) the Participant’s willful failure to substantially perform the Participant’s duties (other than a failure resulting from the Participant’s Disability); (B) the Participant’s willful failure to carry out, or comply with any lawful and reasonable directive of the Board or the Participant’s immediate supervisor; (C) the occurrence of any act or omission by the Participant that could reasonably be expected to result in (or has resulted in) the Participant’s conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or indictable offense or crime involving moral turpitude; (D) the Participant’s commission of an act of fraud, embezzlement, misappropriation, misconduct, or breach of fiduciary duty against the Company or any of its Subsidiaries or affiliates or any of their officers, directors, employees, customers, suppliers, insurers or agents;

(E) the Participant’s material breach of any material provision of any written agreement with the Company or any Subsidiary; or (F) any other intentional misconduct by the Participant significantly affecting the business or affairs of the Company or any Subsidiary in an adverse manner. The Committee shall have the authority to determine conclusively whether a Participant has committed Misconduct pursuant to the above definition, the date of the occurrence of such Misconduct and any incidental matters relating thereto; provided, however, that the Company’s Chief Executive Officer may establish a committee of two or more officers of the Company (at least one of whom shall be the Company’s Chief Executive Officer or Senior Vice President, Human Resources) to make any and all such determinations with respect to any Participant who is not then, and was not previously, subject to Section 16 of the Exchange Act with respect to the Company. The foregoing definition shall not in any way preclude or restrict the right of the Company or any Subsidiary to discharge or dismiss any Participant or other person in the service of the Company or any Subsidiary for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of the Plan, to constitute Misconduct.

1.24“Nonqualified Stock Option” means an Option that is not an Incentive Stock Option.

1.25“Option” means a right granted under Article V to purchase a specified number of Shares at a specified price per Share during a specified time period. An Option may be either an Incentive Stock Option or a Nonqualified Stock Option.

1.26“Other Stock or Cash Based Awards” means cash awards, awards of Shares, and other awards valued wholly or partially by referring to, or are otherwise based on, Shares or other property.

1.27“Overall Share Limit” means the sum of (a) 13,000,000 Shares and (b) the number of Shares that may be issuable upon exercise, vesting or settlement of Adjusted Awards.

1.28“Participant” means a Service Provider who has been granted an Award.

1.29“Performance Bonus Award” has the meaning set forth in Section 7.3.

1.30“Performance Period” means one or more periods of time, which may be of varying and overlapping durations, as the Committee may select, over which the attainment of one or more performance goals will be measured for the purpose of determining a Participant’s right to, and the payment of, an Award.

1.31“Performance Share” means a right granted to a Participant pursuant to Section 7.1 and subject to Section 7.2, to receive Shares, the payment of which is contingent upon achieving certain performance goals or other performance-based targets established by the Administrator.

1.32“Plan” means this Solventum 2024 Long-Term Incentive Plan.

1.33“Restricted Stock” means Shares awarded to a Participant under Article VI, subject to certain vesting conditions and other restrictions.

1.34“Restricted Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement date, one Share or an amount in cash or other consideration determined by the Administrator to be of equal value as of such settlement date, subject to certain vesting conditions and other restrictions.

1.35“Retires” or “Retirement” will have the meaning assigned to such term in the applicable Award Agreement or, if not defined therein, a Participant’s Termination of Service after attaining age 55 with at least 10 years of employment service.

1.36“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act.

1.37“Section 409A” means Section 409A of the Code.

1.38“Securities Act” means the U.S. Securities Act of 1933, as amended, and all regulations, guidance and other interpretative authority issued thereunder.

1.39“Service Provider” means an Employee or Director.

1.40“Shares” means shares of Common Stock.

1.41“Stock Appreciation Right” or “SAR” means a right granted under Article V to receive a payment equal to the excess of the Fair Market Value of a specified number of Shares on the date the right is exercised over the exercise price set forth in the applicable Award Agreement.

1.42“Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain or any other entity in which the Company has a significant equity interest, as determined by the Administrator.

1.43“Substitute Awards” means Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company or other entity acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.

1.44“Tax-Related Items” means any U.S. and non-U.S. federal, state and/or local taxes (including, without limitation, income tax, social insurance contributions, fringe benefit tax, employment tax, stamp tax and any employer tax liability which has been transferred to a Participant) for which a Participant is liable in connection with Awards and/or Shares.

1.45“Termination of Service” means:

(a)As to an Employee, the time when the employee-employer relationship between a Participant and the Company or any Subsidiary is terminated for any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement; but excluding terminations where the Participant simultaneously commences or remains in employment with the Company or any Subsidiary.

(b)As to a non-employee Director, the time when a Participant who is a non-employee Director ceases to be a Director for any reason, including, without limitation, a termination by resignation, failure to be elected, death or retirement, but excluding terminations where the Participant simultaneously commences employment with the Company or any Subsidiary.

The Company, in its sole discretion, shall determine the effect of all matters and questions relating to any Termination of Service, including, without limitation, whether a Termination of Service has occurred, whether a Termination of Service resulted from a discharge for Misconduct and all questions of whether particular leaves of absence constitute a Termination of Service. For purposes of the Plan, a Participant’s employee-employer relationship shall be deemed to be terminated in the event that the Subsidiary employing or contracting with such Participant ceases to remain a Subsidiary following any merger, sale of stock or other corporate transaction or event (including, without limitation, a spin-off), even though the Participant may subsequently continue to perform services for that entity.

ARTICLE II

ELIGIBILITY

Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein. No Service Provider shall have any right to be granted an Award pursuant to the Plan.

ARTICLE III

ADMINISTRATION AND DELEGATION

3.1Administration. The Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers receive Awards, grant Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. The Administrator also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct defects and ambiguities, supply omissions, reconcile inconsistencies in the Plan or any Award and make all other determinations that it deems necessary or appropriate to administer the Plan and any Awards. The Administrator’s determinations under the Plan are in its sole discretion and will be final and binding on all persons having or claiming any interest in the Plan or any Award.

3.2Appointment of Committees. To the extent Applicable Laws permit, the Board or any Committee may delegate any or all of its powers under the Plan to one or more Committees or officers of the Company or any

of its Subsidiaries. Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at the time of such delegation or that are otherwise included in the applicable organizational documents of the Company, and the Board or Committee, as applicable, may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 3.2 shall serve in such capacity at the pleasure of the Board or the Committee, as applicable, and the Board or the Committee may abolish any Committee to which authority has been delegated at any time and re-vest in itself any previously delegated authority.

ARTICLE IV

STOCK AVAILABLE FOR AWARDS

4.1Number of Shares. Subject to adjustment under Article VIII and the terms of this Article IV, Awards may be made under the Plan covering up to the Overall Share Limit. Shares issued or delivered under the Plan may consist of authorized but unissued Shares, Shares purchased on the open market or treasury Shares.

4.2Share Recycling. If all or any part of an Award expires, lapses or is terminated, exchanged for cash, surrendered, repurchased, canceled without having been fully exercised or forfeited, in any case, in a manner that results in the Company acquiring Shares covered by the Award at a price not greater than the price (as adjusted to reflect any Equity Restructuring) paid by the Participant for such Shares or not issuing any Shares covered by the Award, the unused Shares covered by the Award will, as applicable, become or again be available for Awards under the Plan. Notwithstanding the foregoing, following the Effective Date, the following Shares shall not become or again be available for Award grants under the Plan: (a) Shares delivered (either by actual delivery or attestation) to the Company by a Participant or withheld by the Company to satisfy the applicable exercise price and/or to satisfy any applicable withholding obligation or right for Tax-Related Items with respect to an Award (including Shares retained by the Company from the Award being exercised and/or creating the obligation for Tax-Related Items), (b) Shares subject to an Award that are not issued in connection with the settlement or exercise, as applicable, of the Award, and (c) Shares purchased on the open market with the cash proceeds from the exercise of an Award. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not count against the Overall Share Limit.

4.3Incentive Stock Option Limitations. Notwithstanding anything to the contrary herein, no more than 13,000,000 Shares (as adjusted to reflect any Equity Restructuring) may be issued pursuant to the exercise of Incentive Stock Options.

4.4Substitute Awards. In connection with an entity’s merger or consolidation with the Company or any Subsidiary or the Company’s or any Subsidiary’s acquisition of an entity’s property or stock, the Administrator may grant Awards in substitution for any options or other stock or stock-based awards granted before such merger or consolidation by such entity or its affiliate. Substitute Awards may be granted on such terms and conditions as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count against the Overall Share Limit (nor shall Shares subject to a Substitute Award be added to the Shares available for Awards under the Plan as provided above), except that Shares acquired by exercise of substitute Incentive Stock Options will count against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Stock Options under the Plan. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as appropriately adjusted to reflect the transaction) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards (which, for the avoidance of doubt excludes Substitute Awards) may again become available for Awards under the Plan as provided under Section 4.2 above); provided that Awards using such available shares (or any Shares that again become available for issuance under the Plan under Section 4.2 above) shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employees or directors of the Company or any of its Subsidiaries prior to such acquisition or combination.

4.5Non-Employee Director Compensation. Notwithstanding any provision to the contrary in the Plan or in any policy of the Company regarding non-employee Director compensation, the Administrator may establish compensation for non-employee Directors from time to time, subject to the limitations in the Plan. The Administrator will from time to time determine the terms, conditions and amounts of all such non-employee Director compensation in its sole discretion and pursuant to the exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, provided that the sum of any cash compensation, or other compensation, and the value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto)

of Awards granted to a non-employee Director as compensation for services as a non-employee Director during any calendar year may not exceed $1,000,000.

ARTICLE V

STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

5.1General. The Administrator may grant Options or Stock Appreciation Rights to one or more Service Providers, subject to such terms and conditions not inconsistent with the Plan as the Administrator shall determine. The Administrator will determine the number of Shares covered by each Option and Stock Appreciation Right, the exercise price of each Option and Stock Appreciation Right and the conditions and limitations applicable to the exercise of each Option and Stock Appreciation Right. A Stock Appreciation Right will entitle the Participant (or other person entitled to exercise the Stock Appreciation Right) to receive from the Company upon exercise of the exercisable portion of the Stock Appreciation Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share on the date of exercise over the exercise price per Share of the Stock Appreciation Right by the number of Shares with respect to which the Stock Appreciation Right is exercised, subject to any limitations of the Plan or that the Administrator may impose and payable in cash, Shares valued at Fair Market Value on the date of exercise or a combination of the two as the Administrator may determine or provide in the Award Agreement. With respect to Adjusted Awards, this Article V will be applicable only to the extent that it is not inconsistent with the terms of the applicable Adjusted Award, which terms shall control.

5.2Exercise Price. The Administrator will establish each Option’s and Stock Appreciation Right’s exercise price and specify the exercise price in the Award Agreement. The exercise price will not be less than 100% of the Fair Market Value on the grant date of the Option or Stock Appreciation Right.

5.3Duration of Options. Each Option or Stock Appreciation Right will be exercisable at such times and as specified in the Award Agreement, provided that the term of an Option or Stock Appreciation Right will not exceed ten years.

5.4Exercise.

(a)Exercise Procedure. Options and Stock Appreciation Rights may be exercised by delivering to the Company a notice of exercise, in a form and manner the Company approves (which may be electronic or telephonic), signed or authenticated by the person authorized to exercise the Option or Stock Appreciation Right, together with, as applicable, payment in full of (i) the exercise price for the number of Shares for which the Option is exercised in a manner specified in Section 5.5 and (ii) any applicable withholding obligation or right for Tax-Related Items in a manner specified in Section 9.5.

(b)Limited Automatic Exercise. Notwithstanding anything to the contrary in Section 5.4(a), unless otherwise determined in the Award Agreement, the vested and exercisable portion of an Option or Stock Appreciation Right that remains outstanding immediately prior to the expiration of its full term (or, if applicable, the limited post-termination exercise window) shall be deemed to have been exercised by the Participant at such time if (i) the Participant has accepted the Option or Stock Appreciation Right, (ii) the Fair Market Value of one Share exceeds the applicable exercise price per Share, and (iii) either (A) such Option or Stock Appreciation Right remains outstanding on the last day of its full term or (B) the Participant’s Option or Stock Appreciation Right otherwise would terminate prior to the last day of its full term as a result of the Participant’s death. For the avoidance of doubt, an Option or Stock Appreciation Right that terminates upon the expiration of its limited post-termination exercise window shall not be deemed to have remained outstanding on the last day of its full term for purposes of clause (iii) in the preceding sentence. In the event an Option or Stock Appreciation Right is exercised pursuant to this Section 5.4(b), the Company shall deliver to the Participant the number of Shares for which the Option or Stock Appreciation Right was deemed exercised, less the number of Shares required to be withheld for the payment of the total purchase price and satisfaction of any applicable withholding obligation or right for Tax-Related Items. Unless the Company otherwise determines, an Option or Stock Appreciation Right may not be exercised for a fraction of a Share.

5.5Payment Upon Exercise. The Administrator shall determine the methods (or combination of methods) by which payment of the exercise price of an Option shall be made, including, without limitation:

(a)cash, check or wire transfer of immediately available funds; provided that the Company may limit the use of one of the foregoing methods if one or more of the methods below is permitted;

(b)if there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of a notice

that the Participant has placed a market sell order with a broker acceptable to the Company with respect to Shares then issuable upon exercise of the Option and that the broker has been directed to deliver promptly to the Company funds sufficient to pay the exercise price, or (B) the Participant’s delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company an amount sufficient to pay the exercise price by cash, check or wire transfer of immediately available funds; provided that such amount is paid to the Company at such time as may be required by the Company;

(c)to the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant valued at their Fair Market Value on the date of delivery (or such other date determined by the Administrator);

(d)to the extent permitted by the Administrator, surrendering Shares then issuable upon the Option’s exercise valued at their Fair Market Value on the exercise date; or

(e)to the extent permitted by the Administrator, delivery of a promissory note or any other lawful consideration.

5.6Additional Terms of Incentive Stock Options. The Administrator may grant Incentive Stock Options only to employees of the Company, any of its present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code. If an Incentive Stock Option is granted to a Greater Than 10% Stockholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s grant date, and the term of the Option will not exceed five years. All Incentive Stock Options will be subject to and construed consistently with Section 422 of the Code. By accepting an Incentive Stock Option, the Participant agrees to give prompt notice to the Company of dispositions or other transfers (other than in connection with a Change in Control) of Shares acquired under the Option made within (i) two years from the grant date of the Option or (ii) one year after the transfer of such Shares to the Participant, specifying the date of the disposition or other transfer and the amount the Participant realized, in cash, other property, assumption of indebtedness or other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will be liable to a Participant, or any other party, if an Incentive Stock Option fails or ceases to qualify as an “incentive stock option” under Section 422 of the Code. Any Incentive Stock Option or portion thereof that fails to qualify as an “incentive stock option” under Section 422 of the Code for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding the $100,000 limitation under U.S. Treasury Regulation Section 1.422-4, will be a Nonqualified Stock Option.

ARTICLE VI

RESTRICTED STOCK; RESTRICTED STOCK UNITS

6.1.General. The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock, to any Service Provider, subject to forfeiture or the Company’s right to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant if conditions the Administrator specifies in the Award Agreement are not satisfied before the end of the applicable restriction period or periods that the Administrator establishes for such Award. In addition, the Administrator may grant to Service Providers Restricted Stock Units, which may be subject to vesting and forfeiture conditions during the applicable restriction period or periods, as set forth in an Award Agreement. The Award Agreement for each Restricted Stock and Restricted Stock Unit Award shall set forth the terms and conditions not inconsistent with the Plan as the Administrator shall determine. With respect to Adjusted Awards, this Article VI will be applicable only to the extent that it is not inconsistent with the terms of the applicable Adjusted Award, which terms shall control.

6.2.Restricted Stock.

(a)Dividends. Subject to any limitations approved by the Administrator and set forth in the Award Agreement, Participants holding shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to such Shares, subject to the remainder of Section 6.2(a). In addition, unless the Administrator provides otherwise and subject to the provisions of this Section 6.2(a) below, if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Common Stock of cash or property other than an ordinary cash dividend, the Shares or other cash or property will be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they were paid. Notwithstanding anything to the contrary herein, dividends with respect to an Award of Restricted Stock subject to vesting shall be accumulated and subject to vesting to the same extent as the related shares of Restricted Stock. All such dividends shall be paid as soon as administratively practicable following the time the applicable Restricted Stock vests and becomes non-forfeitable or such later time as may be set forth in the Award Agreement.

(b)Stock Certificates. The Company may require that the Participant deposit in escrow with the Company (or its designee) any stock certificates issued in respect of shares of Restricted Stock, together with a stock power endorsed in blank.

6.3.Restricted Stock Units. The Administrator may provide that settlement of Restricted Stock Units will occur upon or as soon as reasonably practicable after the Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election.

ARTICLE VII

OTHER TYPES OF AWARDS

7.1General. The Administrator may grant Performance Share awards, Performance Bonus Awards, Dividend Equivalents or Other Stock or Cash Based Awards, to one or more Service Providers, in such amounts and subject to such terms and conditions not inconsistent with the Plan as the Administrator shall determine. With respect to Adjusted Awards, this Article VII will be applicable only to the extent that it is not inconsistent with the terms of the applicable Adjusted Award, which terms shall control.

7.2Performance Share Awards. Each Performance Share award shall be denominated in a number of Shares or in unit equivalents of Shares and/or units of value (including a dollar value of Shares) and may be linked to any performance criteria or other specific criteria, including service to the Company or Subsidiaries, determined to be appropriate by the Administrator, in each case on a specified date or dates or over any Performance Period. In making such determinations, the Administrator may consider (among such other factors as it deems relevant in light of the specific type of Award) the contributions, responsibilities and other compensation of the particular Participant.

7.3Performance Bonus Awards. Each right to receive a bonus granted under this Section 7.3 shall be denominated in the form of cash and shall be initially payable in cash (but may, in the discretion of the Administrator, be payable in Shares or a combination of cash and Shares) (a “Performance Bonus Award”) and shall be payable upon the attainment of performance goals that are established by the Administrator and satisfaction of other specific criteria, including service to the Company or Subsidiaries, in each case on a specified date or dates or over any Performance Period.

7.4Dividend Equivalents. If the Administrator provides, an Award (other than an Option or Stock Appreciation Right) may provide a Participant with the right to receive Dividend Equivalents. Dividend Equivalents may be settled in cash or Shares and shall be subject to the same restrictions on transferability and forfeitability as the Award with respect to which the Dividend Equivalents are granted and subject to other terms and conditions as set forth in the Award Agreement. Notwithstanding anything to the contrary herein, Dividend Equivalents with respect to an Award subject to vesting shall either (i) to the extent permitted by Applicable Law, not be paid or credited until the related Award vests or (ii) be accumulated and subject to vesting to the same extent as the related Award. All such Dividend Equivalents shall be paid at such time as the Administrator shall specify in the applicable Award Agreement.

7.5Other Stock or Cash Based Awards. Other Stock or Cash Based Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered in the future and including annual or other periodic or long-term cash bonus awards, in each case subject to any conditions and limitations in the Plan. Such Other Stock or Cash Based Awards will also be available as a payment form in the settlement of other Awards, as standalone payments and as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock or Cash Based Awards may be paid in Shares, cash or other property, as the Administrator determines. Subject to the provisions of the Plan, the Administrator will determine the terms and conditions of each Other Stock or Cash Based Award, including any purchase price, performance goal, transfer restrictions, and vesting conditions, which will be set forth in the applicable Award Agreement.

ARTICLE VIII

ADJUSTMENTS FOR CHANGES IN COMMON STOCK
AND CERTAIN OTHER EVENTS

8.1Equity Restructuring. In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Article VIII, the Administrator will equitably adjust the terms of the Plan and each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include (i) adjusting the number and type of securities subject to each outstanding Award and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Article IV hereof on the maximum number and kind of shares that may be issued); (ii) adjusting the terms and conditions of (including the grant or exercise price), and the performance goals or other criteria included in, outstanding Awards; and (iii) granting new Awards or

making cash payments to Participants. The adjustments provided under this Section 8.1 will be nondiscretionary and final and binding on all interested parties, including the affected Participant and the Company; provided that the Administrator will determine whether an adjustment is equitable.

8.2Corporate Transactions. In the event of any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), reorganization, merger, consolidation, split-up, spin off, combination, amalgamation, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Common Stock or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction or event affecting the Company or its financial statements or any change in any Applicable Laws or accounting principles, the Administrator, on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Law or accounting principles may be made within a reasonable period of time after such change) and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award granted or issued under the Plan, (y) facilitate such transaction or event or (z) give effect to such changes in Applicable Laws or accounting principles:

(a)To provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or less than zero, then the Award may be terminated without payment;

(b)To provide that such Award shall vest and, to the extent applicable, be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in the Plan or the provisions of such Award;

(c)To provide that such Award be assumed by the successor or survivor corporation or entity, or a parent or subsidiary thereof, or shall be substituted for by awards covering the stock of the successor or survivor corporation or entity, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Administrator;

(d)To make adjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding Awards and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Article IV hereof on the maximum number and kind of shares which may be issued) and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards;

(e)To replace such Award with other rights or property selected by the Administrator; and/or

(f)To provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event.

8.3Administrative Stand Still. In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other extraordinary transaction or change affecting the Shares or the share price of Common Stock (including any Equity Restructuring or any securities offering or other similar transaction) or for reasons of administrative convenience or to facilitate compliance with any Applicable Laws, the Company may refuse to permit the exercise or settlement of one or more Awards for such period of time as the Company may determine to be reasonably appropriate under the circumstances.

8.4General. Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will have any rights due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided with respect to an Equity Restructuring under Section 8.1 above or the Administrator’s action under the Plan, no issuance by the Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding, the number of Shares subject to an Award or the Award’s grant or exercise price. The existence of the Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital

structure or its business, (ii) any merger, consolidation, spinoff, dissolution or liquidation of the Company or sale of Company assets or (iii) any sale or issuance of securities, including securities with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator may treat Participants and Awards (or portions thereof) differently under this Article VIII.

ARTICLE IX

PROVISIONS APPLICABLE TO AWARDS

9.1Transferability. Except as the Administrator may determine or provide in an Award Agreement or otherwise for Awards other than Incentive Stock Options, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a domestic relations order, and, during the life of the Participant, will be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, will include references to a transferee approved by the Administrator.

9.2Documentation. Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. Each Award may contain such terms and conditions as are not inconsistent with those set forth in the Plan.

9.3Discretion. Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.

9.4Changes in Participant’s Status. The Company will determine how the disability, death, retirement, authorized leave of absence or any other change or purported change in a Participant’s Service Provider status affects an Award and the extent to which, and the period during which, the Participant, the Participant’s legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award, if applicable. Except to the extent otherwise required by Applicable Law or expressly authorized by the Company or by the Company’s written policy on leaves of absence, no service credit shall be given for vesting purposes for any period the Participant is on a leave of absence.

9.5Withholding. Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any Tax-Related Items required by law to be withheld or agreed by the Participants to be withheld in connection with such Participant’s Awards by the date of the event creating the liability for Tax-Related Items. The Company may deduct an amount sufficient to satisfy such obligations or rights for Tax-Related Items based on rates up to the maximum statutory withholding rates (or such other rate as may be determined by the Company after considering any accounting consequences or costs) from any payment of any kind otherwise due to a Participant by the Company or any Subsidiary. Subject to any Company insider trading policy (including blackout periods) and the terms of the applicable Award Agreement, the Company may also satisfy such obligations or rights for Tax-Related Items (i) by requiring the Participant to make a payment in cash, by wire transfer of immediately available funds, or by check made payable to the order of the Company; provided, that the Company may limit the use of one or more of the foregoing methods if one or more of the exercise methods below is permitted, (ii) to the extent permitted by the Administrator, in whole or in part by delivery of Shares by the Participant, including Shares delivered by attestation and Shares retained from the Award creating the obligation for Tax-Related Items, valued at their Fair Market Value on the date of delivery (or such other date determined by the Administrator), (iii) if there is a public market for Shares at the time the obligations or rights for Tax-Related Items are satisfied, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of a notice that the Participant has placed a market sell order with a broker acceptable to the Company with respect to Shares then issuable upon exercise of the Award and that the broker has been directed to deliver promptly to the Company funds sufficient to satisfy the obligations or rights for Tax-Related Items, or (B) the Participant’s delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company an amount sufficient to satisfy any withholding obligations or rights for Tax-Related Items by cash, check or wire transfer of immediately available funds; provided that such amount is paid to the Company at such time as may be required by the Company, (iv) to the extent permitted by the Administrator, delivery of a promissory note or any other lawful consideration or (v) any combination of the foregoing payment forms approved by the Administrator. If any withholding obligation or right for Tax-Related Items will be satisfied under clause (ii) of the immediately preceding sentence by the Company’s retention of Shares from the Award creating the obligation for Tax-Related Items and there is a public market for Shares at the time the obligation or right for Tax-Related Items is satisfied, the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participant’s behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s acceptance of an Award under the Plan will constitute the Participant’s authorization to the Company and instruction and authorization to such brokerage firm to complete the transactions described in this sentence.

9.6Amendment of Award; Prohibition on Repricing. The Administrator may amend, modify or terminate any outstanding Award, including by substituting another Award of the same or a different type, changing the exercise or settlement date, converting an Incentive Stock Option to a Nonqualified Stock Option and providing for cash settlement of an outstanding award. The Participant’s consent to such action will be required unless (i) the action, taking into account any related action, does not materially and adversely affect the economic benefits to be delivered under the Award as of the date of such amendment, modification or termination, or (ii) the change is permitted under Article VIII or pursuant to Sections 10.5 or 10.6. Other than pursuant to Sections 8.1 and 8.2, the Administrator shall not without the approval of the Company’s stockholders (a) lower the exercise price per Share of an Option or Stock Appreciation Right after it is granted, (b) cancel an Option or Stock Appreciation Right when the exercise price per Share exceeds the Fair Market Value of one Share in exchange for cash or another Award, or (c) take any other action with respect to an Option or Stock Appreciation Right that the Company determines would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the Shares are listed.

9.7Conditions on Delivery of Stock. The Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares previously delivered under the Plan until (i) all Award conditions have been met or removed to the Company’s satisfaction, (ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including any applicable securities laws and stock exchange or stock market rules and regulations, (iii) any approvals from governmental agencies that the Company determines are necessary or advisable have been obtained, and (iv) the Participant has executed and delivered to the Company such representations or agreements as the Company deems necessary or appropriate to satisfy any Applicable Laws. The inability or impracticability of the Company to obtain or maintain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained, and shall constitute circumstances in which the Administrator may determine to amend or cancel Awards pertaining to such Shares, with or without consideration to the Participant.

9.8Acceleration. The Administrator may at any time provide that any Award will become immediately vested and fully or partially exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable.

9.9Fractional Shares. Unless otherwise determined by the Company, fractional Shares may be issued under the Plan. To the extent the Company determines that fractional Shares will not be issued, the Company shall determine, in its sole and absolute discretion, whether cash shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding down to the nearest whole Share.

ARTICLE X

MISCELLANEOUS

10.1No Right to Employment or Other Status. No person will have any claim or right to be granted an Award, and the grant of an Award will not be construed as giving a Participant the right to continue employment or any other relationship with the Company or a Subsidiary. The Company and its Subsidiaries expressly reserve the right at any time to dismiss or otherwise terminate their relationship with a Participant free from any liability or claim under the Plan or any Award, except as expressly provided in an Award Agreement.

10.2No Rights as Stockholder; Certificates. Subject to the Award Agreement, no Participant or Designated Beneficiary will have any rights as a stockholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares. Notwithstanding any other provision of the Plan, unless the Company otherwise determines or Applicable Laws require, the Company will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares may be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator). The Company may place legends on any share certificate or book entry to reference restrictions applicable to the Shares (including, without limitation, restrictions applicable to Restricted Stock).

10.3Effective Date and Term of Plan. This Plan became effective on March 12, 2024 (the “Effective Date”). The Plan will expire on, and no Award may be granted pursuant to the Plan after the tenth anniversary of the date of the Board’s adoption of this Plan, but Awards previously granted may extend beyond that date and shall remain in force according to the terms of the Plan and the applicable Award Agreement.

10.4Amendment of Plan. The Board or the Talent Committee of the Board may amend, suspend or terminate the Plan at any time and from time to time; provided that no amendment, other than an increase to the Overall Share Limit, may materially and adversely affect the economic benefits to be delivered under any

outstanding award as of the date of such amendment without the affected Participant’s consent. No Awards may be granted under the Plan during any suspension period or after Plan termination. Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement, as in effect before such suspension or termination. The Board will obtain stockholder approval of any Plan amendment to the extent necessary to comply with Applicable Laws.

10.5Provisions for Non-U.S. Participants. The Administrator may modify Awards granted to Participants who are employed and/or residing outside the U.S. or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of such jurisdictions with respect to tax, securities, currency, employee benefit or other matters.

10.6Section 409A.

(a)General. The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator may, without a Participant’s consent, amend the Plan or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including any such actions intended to (A) exempt the Plan or any Award from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that may be issued after an Award’s grant date. The Company makes no representations or warranties as to an Award’s tax treatment under Section 409A or otherwise. The Company will have no obligation under this Section 10.6 or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A.

(b)Separation from Service. If an Award constitutes “nonqualified deferred compensation” under Section 409A, any payment or settlement of such Award upon a Participant’s Termination of Service will, to the extent necessary to avoid taxes under Section 409A, be made only upon the Participant’s “separation from service” (within the meaning of Section 409A), whether such “separation from service” occurs upon or after the Participant’s Termination of Service. For purposes of the Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms mean a “separation from service.”

(c)Payments to Specified Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified deferred compensation” required to be made under an Award to a “specified employee” (as defined under Section 409A and as the Company determines) due to his or her “separation from service” will, to the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such “separation from service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth in the Award Agreement) on the day immediately following such six-month period or as soon as administratively practicable thereafter (without interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six months following the Participant’s “separation from service” will be paid at the time or times the payments are otherwise scheduled to be made.

10.7Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the Plan and any Award granted or awarded to any Participant who is then subject to Section 16 of the Exchange Act shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 under the Exchange Act or any successor rule) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

10.8Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer or other employee of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator, director, officer or other employee of the Company or any Subsidiary. The Company will indemnify and hold harmless each director, officer or other employee of the Company or any Subsidiary that has been or will be granted or delegated any duty or power relating to the Plan’s administration or interpretation, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Company’s approval) arising from any act or omission

concerning the Plan unless arising from such person’s own fraud or bad faith; provided that he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf.

10.9Severability. If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action will be null and void.

10.10Governing Documents. If any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant and the Company (or any Subsidiary), the Plan will govern, unless such Award Agreement or other written agreement was approved by the Administrator and expressly provides that a specific provision of the Plan will not apply.

10.11Governing Law. The Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding the choice-of-law principles of the State of Delaware and any other state requiring the application of a jurisdiction’s laws other than the State of Delaware.

10.12Clawback Provisions. All Awards (including the gross amount of any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to recoupment by the Company to the extent required to comply with Applicable Laws or any policy of the Company providing for the reimbursement of incentive compensation.

10.13Titles and Headings. The titles and headings in the Plan are for convenience of reference only and, if any conflict, the Plan’s text, rather than such titles or headings, will control.

10.14Conformity to Applicable Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in a manner intended to conform with Applicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws.

10.15Relationship to Other Benefits. No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary, except as expressly provided in writing in such other plan or an agreement thereunder.

10.16Broker-Assisted Sales. In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 9.5: (a) any Shares to be sold through the broker-assisted sale will be sold on the day the payment first becomes due, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other Participants in the Plan in which all participants receive an average price; (c) the applicable Participant will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably practicable; (e) the Company and its designees are under no obligation to arrange for such sale at any particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy the Participant’s applicable obligation, the Participant may be required to pay immediately upon demand to the Company or its designee an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation.

10.17Adjusted Awards. Notwithstanding anything in this Plan to the contrary, to the extent that the terms of this Plan are inconsistent with the terms of an Adjusted Award, the terms of the Adjusted Award shall be governed by the applicable plan under which the Adjusted Award was granted and the award agreement thereunder (in each case, as amended prior to the occurrence of the spin-off). Any reference to a “change in control,” “change of control” or similar definition in an Award Agreement or the applicable plan for any Adjusted Award shall be deemed to refer to a “change in control,” “change of control” or similar transaction with respect to the Company (as successor to the originally-referenced entity) for such Adjusted Award.

Exhibit 10.2

SOLVENTUM EMPLOYEE STOCK PURCHASE PLAN

1.INTRODUCTION

On or about March 12, 2024, 3M Company (“3M”) will distribute to its stockholders, at least 80.1% of the outstanding shares of common stock of Solventum Corporation, a Delaware corporation, then owned by 3M (the “Spinoff”). As a result of the Spinoff, the Company will no longer be a wholly-owned subsidiary of 3M and will be a separate, publicly traded company.

The Company hereby establishes the Solventum Employee Stock Purchase Plan. The purpose of the Plan is to encourage and enable Eligible Employees of the Company and its Participating Affiliates, through after-tax payroll deductions or periodic cash contributions, to acquire proprietary interests in the Company through the purchase and ownership of Shares. The Plan is intended to benefit the Company and its stockholders by (a) incentivizing Participants to contribute to the success of the Company and to operate and manage the Company’s business in a manner that will provide for the Company’s long-term growth and profitability and that will benefit its stockholders and other important stakeholders and (b) encouraging Participants to remain in the employ of the Company or its Participating Affiliates.

The Plan and the Options granted under the Plan are intended to satisfy the requirements for an “employee stock purchase plan” under Code Section 423. Notwithstanding the foregoing, the Company makes no undertaking to, nor representation that it will, maintain the qualified status of the Plan or any Options granted under the Plan. For purposes of the Plan, the Administrator may designate separate offerings under the Plan (the terms of which need not be identical) in which Eligible Employees of one or more Participating Affiliates will participate, even if the dates of the applicable Offering Periods of each such Offering are identical and the provisions of the Plan will separately apply to each offering. In addition, the Company may grant Options under the Plan that do not satisfy the requirements for an “employee stock purchase plan” under Code Section 423 pursuant to the rules, procedures or sub-plans adopted by the Administrator, in its sole discretion, for certain Eligible Employees.

2.DEFINITIONS

(a)“Account” shall mean a bookkeeping account established and maintained to record the amount of funds accumulated pursuant to the Plan with respect to a Participant for the purpose of purchasing Shares under the Plan.

(b)“Administrator” shall mean the Committee. With reference to the powers or authority under the Plan that have been delegated to one or more officers or other designated individuals pursuant to Section 4(b), the term “Administrator” shall refer to such person(s) unless and until such delegation has been revoked.

(c)“Applicable Law” means any applicable law, including without limitation: (a) provisions of the Code, the Securities Act, and the Exchange Act; (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether U.S. or non-U.S. federal, state or local; and (c) rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded.

(d)“Board” shall mean the Board of Directors of the Company.

(e)“Code” shall mean the U.S. Internal Revenue Code of 1986, as amended, and all regulations, guidance, compliance programs and other interpretative authority issued thereunder.

(f)“Committee” shall mean the Talent Committee of the Board, or one or more committees or subcommittees of the Board, as the Board or Committee may designate, and which may include one or more Company directors or executive officers, to the extent Applicable Law permits.

(g)“Common Stock” shall mean the common stock of the Company.

(h)“Company” shall mean Solventum Corporation, a Delaware corporation, and any successor thereto.

(i)“Custodian” shall mean the third-party administrator designated by the Administrator from time to time.

(j)“Effective Date” shall mean March 12, 2024 (following the Plan’s adoption by the Board on March 12, 2024 and approval by the Company’s sole stockholder prior to the Spinoff on the same date).

(k)“Eligible Compensation” shall mean, unless otherwise established by the Administrator prior to the start of an Offering Period, regular base pay (including any shift differentials, overtime and vacation pay), annual incentive compensation, and sales incentive compensation, in each case, received by the Participant from the Company or a Participating Affiliate during the Offering Period. By way of illustration, but not limitation, Eligible Compensation shall not include any sign-on bonus, hiring bonus, long-term incentive compensation (including any income realized upon exercise or settlement of any stock option, stock appreciation right, restricted stock unit, performance share or other stock-based award), short-term or long-term disability benefits, tuition reimbursements, expense reimbursements, relocation benefits, automobile allowances, amounts deferred under any nonqualified deferred compensation plan, amounts contributed to any Code Section 125 or 401(k) plan, or, to the extent applicable, its equivalent under the laws of a non-U.S. jurisdiction, or any other form of extra compensation. The Administrator shall have the discretion to determine the application of this definition to Participants.

(l)“Eligible Employee” shall mean a natural person who has been an employee (including an officer) of the Company or a Participating Affiliate for such continuous period preceding such Offering Date as the Administrator may require, but in no event will the required period of continuous employment be equal to or greater than two years, provided, however, that unless the Board or the Committee provides otherwise, the following individuals shall not be eligible to participate under the Plan: (i) an employee who, after exercising his or her rights to purchase Shares under the Plan, would own (directly or by attribution pursuant to Code Section 424(d)) Shares (including shares that may be acquired under any outstanding Options) representing five percent (5%) or more of the total combined voting power of all classes of stock of the Company, (ii) an employee who is a citizen or resident of a non-U.S. jurisdiction (without regard to whether such employee is also a U.S. citizen or resident alien), if the grant of an Option under the Plan or an Offering Period to such employee is prohibited under the laws of such non-U.S. jurisdiction or compliance with the laws of such non-U.S. jurisdiction would cause the Plan or an Offering Period to violate the requirements of Code Section 423 (unless the Option is granted pursuant to a Non-423(b) Offering) and (iii) any other natural person whom the Administrator determines to exclude from an offering designed to satisfy the requirements of Code Section 423 provided such exclusion is permitted by Code Section 423 and the regulations issued thereunder, as well as, to the extent applicable, the laws of a non-U.S. jurisdiction. Notwithstanding the foregoing, for purposes of a Non-423(b) Offering under the Plan, if any, the Administrator shall have the authority, in its sole discretion, to establish a different definition of Eligible Employee as it may deem advisable or necessary.

(m)“Enrollment Form” shall mean the agreement(s) between the Company and an Eligible Employee, in such written, electronic or other format and/or pursuant to such written, electronic or other process as may be established by the Administrator from time to time, pursuant to which an Eligible Employee elects to participate in the Plan or to which a Participant elects to make changes with respect to the Participant’s participation as permitted by the Plan.

(n)“Enrollment Period” shall mean that period of time prescribed by the Administrator, which shall conclude prior to the Offering Date, during which Eligible Employees may elect to participate in an Offering Period. The duration and timing of Enrollment Periods may be changed or modified by the Administrator from time to time.

(o)“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and all regulations, guidance and other interpretative authority issued thereunder.

(p)“Fair Market Value” shall mean, as of any date, the value of a Share determined as follows: (i) if the Common Stock is listed on a Stock Exchange, the value of a Share will be the closing sales price for a Share as quoted on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Company deems reliable; (ii) if the Common Stock is not listed on a Stock Exchange but is quoted on a national market or other quotation system, the value of a Share will be the closing sales price for a Share on such date, or if no sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; or (iii) if the Common Stock is not listed on a Stock Exchange or quoted on a national market or other quotation system, the value of a Share will be established by the Administrator in its sole discretion.

(q)“Holding Period” shall have the meaning set forth in Section 10(c)(i).

(r)“Non-423(b) Offering” shall mean an offering under the Plan that is governed by rules, procedures or other terms that the Administrator adopts in accordance with the terms of the Plan and are not intended to satisfy the requirements of an offering under an “employee stock purchase plan” meeting the requirements of Code Section 423.

(s)“Offering Date” shall mean the first day of any Offering Period under the Plan.

(t)“Offering Period” shall mean the period determined by the Administrator pursuant to Section 7, which shall not exceed twenty-seven (27) months, during which payroll deductions or periodic cash contributions are accumulated for the purpose of purchasing Shares under the Plan.

(u)“Option” shall mean the right granted to Participants to purchase Shares pursuant to an offering under the Plan.

(v)“Outstanding Election” shall mean a Participant’s then-current election to purchase Shares in an Offering Period, or that part of such an election which has not been cancelled (including any voluntary cancellation under Section 5 and deemed cancellation under Section 11) prior to the close of business on the last Trading Day of the Offering Period (or if an Offering Period has multiple Purchase Periods, the last Trading Day of the Purchase Period) or such other date as determined by the Administrator.

(w)“Participating Affiliate” shall mean any Subsidiary designated by the Administrator from time to time, in its sole discretion, whose employees may participate in the Plan or in a specific Offering Period under the Plan, if such employees otherwise qualify as Eligible Employees. Notwithstanding the foregoing, if any Subsidiary is disregarded for U.S. federal income tax purposes in respect of the Company or any Participating Affiliate participating in an offering intended to qualify under Code Section 423, then such disregarded Subsidiary shall automatically be a Participating Affiliate participating in the offering intended to qualify under Code Section 423. If any Subsidiary is disregarded for U.S. federal income tax purposes in respect of any Participating Affiliate participating in a Non-423(b) Offering, the Administrator may exclude such Subsidiary from participating in the Plan, notwithstanding that the Participating Affiliate in respect of which such Subsidiary is disregarded may participate in the Plan.

(x)“Participant” shall mean an Eligible Employee who has elected to participate in the Plan pursuant to Section 5.

(y)“Plan” shall mean this Solventum Employee Stock Purchase Plan, as it may be amended from time to time.

(z)“Purchase Period” shall mean the period during an Offering Period designated by the Administrator on the last Trading Day of which purchases of Shares are made under the Plan. An Offering Period may have one or more Purchase Periods.

(aa)“Purchase Price” shall mean the purchase price of each Share purchased under the Plan; provided, however, that the Purchase Price shall not be less than eighty-five percent (85%) of the lesser of (i) the Fair Market Value of a Share on the Offering Date or (ii) the Fair Market Value of a Share on the last Trading Day of the Offering Period (or if an Offering Period has multiple Purchase Periods, on the last Trading Day of the Purchase Period).

(bb) “Securities Act” means the U.S. Securities Act of 1933, as amended, and all regulations, guidance and other interpretative authority issued thereunder.

(cc) “Shares” means shares of Common Stock.

(dd) “Stock Exchange” means the New York Stock Exchange, Nasdaq or another established national or regional stock exchange.

(ee) “Subsidiary” shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other corporations in such chain or, in the case of a Non-423(b) Offering, any other entity in which the Company has a significant direct or indirect equity interest, as determined by the Administrator provided, however, that at any given time a Subsidiary participating in an offering that is intended to qualify under Code Section 423 shall not be a Subsidiary participating in a Non-423(b) Offering. A corporation that attains the status of a Subsidiary on a date after the Effective Date shall be considered a Subsidiary commencing as of such date.

(ff) “Tax-Related Items” means any U.S. federal, state, and/or local taxes and/or any non-U.S. taxes (including, without limitation, income tax, social insurance contributions (or similar contributions), payroll tax, fringe benefits tax, payment on account, employment tax, stamp tax and any other tax or tax-related items arising in relation to the Participant’s participation in the Plan and legally applicable to a Participant, including any employer liability for which the Participant is liable pursuant to Applicable Laws or an agreement entered into under the Plan.

(gg) “Termination of Employment” shall mean, with respect to a Participant, a cessation of the employee-employer relationship between the Participant and the Company or a Participating Affiliate for any reason, as well as the occurrences that would constitute termination of employment at law,

(i)including, without limitation, (A) a voluntary or involuntary termination of employment by resignation, discharge, dismissal, redundancy, expiry of fixed-term contract, death, disability or retirement, (B) the disaffiliation of the Participating Affiliate employing the Participant, (C) unless otherwise determined or provided by the Administrator, a transfer of employment to a Subsidiary that is not a Participating Affiliate and (D) a termination of employment where the individual continues to provide services to the Company or a Participating Affiliate in a non-employee role, but

(ii)excluding, without limitation, (A) any such termination of employment where there is a simultaneous reemployment of the Participant by the Company or a Participating Affiliate and (B) any bona fide leave of absence that is either approved by the Company or a Participating Affiliate or otherwise protected under Applicable Law, such as family leave, medical leave, personal leave, military leave or such other leave that meets the requirements of Treasury Regulations Section 1.421-1(h)(2) or, to the extent applicable, its equivalent under the laws of a non-U.S. jurisdiction; provided, however, where the period of leave exceeds three (3) months and the employee’s right to reemployment is not guaranteed either by statute or by contract, the employee-employer relationship will be deemed to have terminated on the first day immediately following such three (3)-month period.

(hh) “Trading Day” means any day on which the Stock Exchange on which the Shares are listed is open for trading, provided further, to the extent the Shares are listed on more than one such exchange or market, such exchange or market selected by the Administrator.

3.SHARES SUBJECT TO THE PLAN

(a)Share Reserve. Subject to adjustment as provided in Section 12, the maximum number of Shares that may be issued pursuant to Options granted under the Plan (including any Non-423(b) Offering established hereunder) is four million (4,000,000) shares. The Shares reserved for issuance under the Plan may be authorized but unissued shares, treasury shares or shares purchased on the open market.

(b)Participation Adjustment as a Result of the Share Reserve. If the Administrator determines that the total number of Shares remaining available under the Plan is insufficient to permit the number of Shares to be purchased by all Participants on the last Trading Day of an Offering Period (or if an Offering Period has multiple Purchase Periods, on the last Trading Day of a Purchase Period) pursuant to Section 9, the Administrator shall make a participation adjustment, where the number of Shares purchasable by all Participants shall be reduced proportionately in as uniform and equitable a manner as is reasonably practicable, as determined in the Administrator’s sole discretion. After such adjustment, the Administrator shall refund in cash all affected Participants’ Account balances for such Offering Period which have not been used for the purchase of Shares as soon as practicable thereafter.

(c)Applicable Law Limitations on the Share Reserve. If the Administrator determines as of the last Trading Day of an Offering Period (or if an Offering Period has multiple Purchase Periods, the last Trading Day of a Purchase Period) either (i) an effective registration statement pursuant to the Securities Act does not cover some or all of the Shares to be purchased by Participants or (ii) that the Plan is not in material compliance with Applicable Law, in each case the Administrator will have the authority to, without the Participants’ consent, terminate any outstanding Offering Period and the Options granted thereunder and refund in cash all affected Participants’ Account balances for such Offering Period as soon as practicable thereafter without interest.

4.ADMINISTRATION

(a)Generally. The Plan shall be administered under the direction of the Administrator. Subject to the express provisions of the Plan, the Administrator shall have full authority, in its sole discretion, to take any actions it deems necessary or advisable for the administration of the Plan, including, without limitation:

(i)Interpreting and construing the Plan and Options granted under the Plan;

(ii)Prescribing, adopting, amending, waiving and rescinding rules and regulations it deems appropriate to implement the Plan, including amending any outstanding Option, as it may deem advisable or necessary to comply with Applicable Law;

(iii)Correcting any defect or supplying any omission or reconciling any inconsistency in the Plan or Options granted under the Plan and making all other decisions relating to the operation of the Plan;

(iv)Establishing the timing and length of Offering Periods and Purchase Periods;

(v)Establishing minimum and maximum contribution rates;

(vi)Establishing new or changing existing limits on the number of Shares a Participant may elect to purchase with respect to any Offering Period, if such limits are announced prior to the first Offering Period to be affected;

(vii)Adopting such rules, procedures or sub-plans as may be deemed advisable or necessary to accommodate the laws of countries other than the United States, to allow for tax-

preferred treatment of the Options or otherwise to provide for the participation by Eligible Employees who reside outside of the United States, including determining which Eligible Employees or Participating Affiliates shall participate in a Non-423(b) Offering or sub-plans established by the Administrator;

(viii)Establishing the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars and permitting payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the processing of properly completed Enrollment Forms; and

(ix)Furnishing to the Custodian such information as the Custodian may require.

The Administrator’s determinations under the Plan shall be final, binding and conclusive upon all persons.

(b)Delegation of Authority. To the extent Applicable Law permits, the Board or any Committee may delegate any or all of its powers under the Plan to one or more Committees, officers or other designated bodies or designated individuals of the Company or any of its Subsidiaries. Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at the time of such delegation or that are otherwise included in the applicable organizational documents of the Company, and the Board or Committee, as applicable, may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 4(b) shall serve in such capacity at the pleasure of the Board or the Committee, as applicable, and the Board or the Committee may abolish any Committee to which authority has been delegated at any time and re-vest in itself any previously delegated authority.

(c)Custodian. If the Administrator designates a Custodian for the Plan, the Custodian shall act as custodian under the Plan and shall perform such duties as requested by the Administrator in accordance with any agreement between the Company and the Custodian. The Custodian shall establish and maintain, as agent for each Participant, an Account and any subaccounts as may be necessary or desirable for the administration of the Plan.

(d)No Liability. None of the Board, any committee of the Board, any Custodian or any of their agents or designees shall be liable to any person (i) for any act, failure to act or determination made in good faith with respect to the Plan or Options granted under the Plan or (ii) for any tax (including any interest and penalties) by reason of the failure of the Plan, an Option or an Offering Period to satisfy the requirements of Code Section 423, the failure of the Participant to satisfy the requirements of Code Section 423 or as otherwise asserted with respect to the Plan, Options granted under the Plan or Shares purchased or deemed purchased under the Plan.

5.PARTICIPATION IN THE PLAN AND IN AN OFFERING PERIOD

(a)Generally. An Eligible Employee may become a Participant for an Offering Period under the Plan by completing the prescribed Enrollment Form and submitting such Enrollment Form to the Company (or the Company’s designee) in the format, pursuant to the process and during the applicable Enrollment Period prescribed by the Administrator. If properly completed and timely submitted, the Enrollment Form will become effective for the first Offering Period following submission of the Enrollment Form and all subsequent Offering Periods as provided by Section 5(b) until (i) it is terminated in accordance with Section 11, (ii) it is modified by filing another Enrollment Form in accordance with this Section 5(a) (including an election made to cease payroll deductions or periodic cash contributions in accordance with Section 6(c)) or (iii) the Participant becomes ineligible to participate in the Plan or in a subsequent Offering Period.

(b)Automatic Re-Enrollment. Following the end of each Offering Period, each Participant shall automatically be re-enrolled in the next Offering Period at the applicable rate of payroll deductions or periodic cash contributions in effect on the last Trading Day of the prior Offering Period or otherwise as provided under Section 6, unless (i) the Participant has experienced a Termination of Employment or (ii) the Participant is otherwise ineligible to participate in the Plan or in the next Offering Period.

Notwithstanding the foregoing, the Administrator may require current Participants to complete and submit a new Enrollment Form at any time it deems necessary or desirable to facilitate Plan administration or for any other reason.

6.PAYROLL DEDUCTIONS OR PERIODIC CASH CONTRIBUTIONS

(a)Generally. Each Participant’s Enrollment Form shall include a payroll deduction authorization pursuant to which he or she shall elect to have up to a designated percentage or a maximum dollar amount, as designated by the Administrator, credited to the Participant’s Account for the purchase of Shares pursuant to the offering; provided, however, that in no event shall a Participant’s payroll deduction authorization (whether expressed as a percentage or a maximum dollar amount) exceed 15% of his or her Eligible Compensation. The Administrator shall also have the authority, but not the obligation, to permit a Participant to elect to make periodic cash contributions, in lieu of payroll deductions, for the purchase of Shares pursuant to the offering. Notwithstanding the foregoing, if Applicable Law prohibits payroll deductions, a Participant may elect to participate in an Offering Period through contributions to his or her Account in a format and pursuant to a process acceptable to the Administrator. In such event, any such Participant shall be deemed to participate in a Non-423 Offering under the Plan, unless the Administrator otherwise expressly provides.

(b)Insufficiency of Contributions. Subject to Section 6(e), if in any payroll period a Participant has no pay or his or her pay is insufficient (after other authorized deductions) to permit deduction of the full amount of his or her payroll deduction election, then subject to Applicable Law, (i) the payroll deduction election for such payroll period shall be reduced to the amount of pay remaining, if any, after all other authorized deductions and (ii) the percentage or dollar amount of Eligible Compensation shall be deemed to have been reduced by the amount of the reduction in the payroll deduction election for such payroll period. Deductions of the full amount originally elected by the Participant will recommence as soon as his or her pay is sufficient to permit such payroll deductions; provided, however, no additional amounts shall be deducted to satisfy the Outstanding Election. If the Administrator authorizes a Participant to elect to make periodic cash contributions in lieu of payroll deductions, the failure of a Participant to make any such contributions shall reduce, to the extent of the deficiency in such payments, the number of Shares purchasable under the Plan by the Participant.

(c)Cessation after Offering Date. A Participant may cease his or her payroll deductions or periodic cash contributions during an Offering Period by properly completing and timely submitting a new Enrollment Form to the Company (or the Company’s designee), in the format and pursuant to the process as prescribed by the Administrator, at any time prior to the last day of such Offering Period (or if an Offering Period has multiple Purchase Periods, the last day of such Purchase Period). Any such cessation in payroll deductions or periodic cash contributions shall be effective as soon as administratively practicable thereafter and shall remain in effect for successive Offering Periods as provided in Section 5(b) unless the Participant submits a new Enrollment Form for a later Offering Period in accordance with Section 5(a). A Participant may only increase his or her rate of payroll deductions or periodic cash contributions in accordance with Section 6(d).

(d)Modification Prior to Offering Date. The Administrator shall have the authority, but not the obligation, to permit a Participant to elect to increase or decrease his or her rate of payroll deductions or periodic cash contributions as often as the Administrator may establish, with such election(s), if applicable, to take effect on the Offering Date of the Offering Period (or if an Offering Period has multiple Purchase Periods, during each Purchase Period of such Offering Period) following submission of the Enrollment Form, by properly completing and timely submitting a new Enrollment Form in accordance with Section 5(a) and in accordance with the procedures established by the Administrator for such election(s).

7.OFFERING PERIODS AND PURCHASE PERIODS; PURCHASE PRICE

(a)The Administrator shall determine from time to time, in its sole discretion, the Offering Periods and Purchase Periods under the Plan. Each Offering Period shall consist of one or more Purchase Periods, as determined by the Administrator.

(b)The Administrator shall determine from time to time, in its sole discretion, the Purchase Price of each Share for an Offering Period. Unless otherwise established by the Administrator prior to the start of an Offering Period, the Purchase Price shall be the lesser of eighty-five percent (85%) of the lesser of (i) the Fair Market Value of a Share on the Offering Date or (ii) the Fair Market Value of a Share on the last Trading Day of the Offering Period (or if an Offering Period has multiple Purchase Periods, on the last Trading Day of the Purchase Period).

8.GRANT OF OPTION

(a)Grant of Option. On each Offering Date, each Participant in such Offering Period shall automatically be granted an Option to purchase as many whole or, provided the Participant purchases at least one whole Share and the Administrator permits fractional Share purchases, fractional Shares as the Participant will be able to purchase with the payroll deductions or periodic cash contributions credited to the Participant’s Account during the applicable Offering Period.

(b)5% Owner Limit. Notwithstanding any provisions of the Plan to the contrary, no Participant shall be granted an Option to purchase Shares under the Plan if such Participant (or any other person whose Shares would be attributed to such Participant pursuant to Code Section 424(d)), immediately after such Option is granted, would own or hold Options to purchase Shares possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any of its Subsidiaries.

(c)Other Limitation. The Administrator may determine, as to any Offering Period, that the offering shall not be extended to “highly compensated employees” within the meaning of Code Section 414(q).

9.PURCHASE OF SHARES OF STOCK; PURCHASE LIMITATIONS

(a)Purchase. Unless the Participant’s participation in the Plan has otherwise been terminated as provided in Section 11, such Participant will be deemed to have automatically exercised his or her Option to purchase Shares on the last Trading Day of the Offering Period (or if an Offering Period has multiple Purchase Periods, the last Trading Day of the Purchase Period) for the maximum number of Shares that may be purchased at the Purchase Price with the Participant’s Account balance at that time; provided, however, the number of Shares purchased is subject to adjustment by Section 3, this Section 9 and Section 12. The Administrator shall cause the amount credited to each Participant’s Account to be applied to such purchase, and the amount applied to purchase Shares pursuant to an Option shall be deducted from the applicable Participant’s Account.

(b)Limit on Number of Shares Purchased. Notwithstanding Section 8(a) or Section 9(a), in connection with each Offering Period under the Plan, the Administrator may specify (i) a maximum number of Shares that may be purchased by any Participant during such Offering Period (or, if an Offering Period has multiple Purchase Periods, during each Purchase Period of such Offering Period) and/or (ii) a maximum aggregate number of Shares that may be purchased by all Participants during such Offering Period (or if an Offering Period has multiple Purchase Periods, during each Purchase Period of such Offering Period).

(c)Limit on Value of Shares Purchased. Notwithstanding any provisions of the Plan to the contrary, excluding Options granted pursuant to any Non-423(b) Offering, no Participant shall be granted an Option to purchase Shares under the Plan which permits the Participant’s rights to purchase shares under all “employee stock purchase plans” (described in Code Section 423) of the Company and its Subsidiaries to accrue at a rate which exceeds twenty-five thousand dollars ($25,000) of the Fair Market Value of such Shares (determined at the time such Options are granted) for each calendar year in which such Options are outstanding at any time. The portion of a Participant’s Account balance in excess of this limit shall be refunded to the Participant.

(d)No Fractional Shares. Notwithstanding any provisions of the Plan to the contrary, no Participant may exercise an Option to purchase less than a total of one whole Share, and any Option to purchase less than a total of one whole Share shall be automatically terminated on the last Trading Day of

the Offering Period (or if an Offering Period has multiple Purchase Periods, the last Trading Day of the Purchase Period). Unless the Participant’s participation in the Plan has otherwise been terminated as provided in Section 11, the portion of a Participant’s Account balance remaining as a result of a Participant’s inability to exercise an Option to purchase less than a total of one whole Share shall be refunded to the Participant.

10.STOCK ISSUANCE; STOCKHOLDER RIGHTS; AND SALES OF PLAN SHARES

(a)Share Issuance and Account Statements. Shares purchased under the Plan will be held by the Custodian. The Custodian may hold the Shares purchased under the Plan by book entry or in the form of stock certificates in nominee names and may commingle shares held in its custody in a single account without identification as to individual Participants. The Company shall cause the Custodian to deliver to each Participant a statement for each Offering Period during which the Participant purchases Shares under the Plan, which statement shall reflect, for each such Participant, (i) the amount of payroll deductions withheld or periodic cash contributions made during the Offering Period, (ii) the number of Shares purchased, (iii) the Purchase Price of the Shares purchased and (iv) the total number of Shares held by the Custodian for the Participant as of the end of the Offering Period. The statements required pursuant to this section may be in such written or electronic format as may be established by the Administrator from time to time

(b)Stockholder Rights. A Participant shall not be a stockholder or have any rights as a stockholder with respect to Shares subject to the Participant’s Options under the Plan until the Shares are purchased pursuant to the Options and such Shares are transferred into the Participant’s name on the Company’s books and records. No adjustment will be made for dividends or other rights for which the record date is prior to such time. Following a purchase of Shares under the Plan and transfer of such Shares into the Participant’s name on the Company’s books and records, a Participant shall become a stockholder with respect to the Shares purchased during such Offering Period (or, if applicable, Purchase Period) and, except as otherwise provided in Section 10(c), shall thereupon have all dividend, voting and other ownership rights incident thereto.

(c)Sales of Plan Shares. The Administrator shall have the right to require any or all of the following with respect to Shares purchased under the Plan:

(i)that a Participant may not request that all or part of the Shares be reissued in the Participant’s own name and shares be delivered to the Participant until two (2) years (or such shorter period of time as the Administrator may designate) have elapsed since the Offering Date of the Offering Period in which the Shares were purchased and one (1) year (or such shorter period of time as the Administrator may designate) has elapsed since the day the Shares were purchased (the “Holding Period”);

(ii)that all sales of Shares during the Holding Period applicable to such purchased Shares be performed through a licensed broker acceptable to the Company; and

(iii)that Participants abstain from selling or otherwise transferring Shares purchased pursuant to the Plan for a period lasting up to two (2) years from the date the Shares were purchased pursuant to the Plan.

11.DEEMED CANCELLATION OR TERMINATION OF PARTICIPATION

(a)Termination of Employment. In the event a Participant who holds outstanding Options to purchase Shares under the Plan experiences a Termination of Employment for any reason prior to the last Trading Day of the Offering Period, the Participant’s outstanding Options to purchase Shares under the Plan shall automatically terminate, and the Administrator shall refund in cash the Participant’s Account balance as soon as practicable thereafter.

(b)Other Termination of Participation. If a Participant ceases to be eligible to participate in the Plan for any reason, the Administrator shall refund in cash the affected Participant’s Account balance as soon as practicable thereafter. Once terminated, participation may not be reinstated for the then-current

Offering Period, but, if otherwise eligible, the Eligible Employee may elect to participate in a subsequent Offering Period in accordance with Section 5.

12.CHANGES IN CAPITALIZATION

(a)Changes in Shares. If the number of outstanding Shares is increased or decreased or the Shares are changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of shares, exchange of shares, stock dividend, other distribution payable in capital stock or other increase or decrease in such shares effected without receipt of consideration by the Company occurring after the Effective Date, the number and kind of shares that may be purchased under the Plan shall be adjusted proportionately and accordingly by the Company. In addition, the number and kind of shares for which Options are outstanding shall be similarly adjusted so that the proportionate interest of a Participant immediately following such event shall, to the extent practicable, be the same as immediately prior to such event. Any such adjustment in outstanding Options shall not change the aggregate Purchase Price payable by a Participant with respect to shares subject to such Options but shall include a corresponding proportionate adjustment in the Purchase Price per share. Notwithstanding the foregoing, in the event of a spin-off or extraordinary dividend that results in no change in the number of outstanding Shares, the Company may, in such manner as the Company deems appropriate, adjust (i) the number and kind of shares for which Options are outstanding under the Plan and (ii) the Purchase Price per share.

(b)Reorganization in Which the Company Is the Surviving Corporation. Subject to Section 12(c), if the Company shall be the surviving corporation in any reorganization, merger or consolidation of the Company with one or more other corporations, all outstanding Options under the Plan shall pertain to and apply to the securities to which a holder of the number of Shares subject to such Options would have been entitled immediately following such reorganization, merger or consolidation, with a corresponding proportionate adjustment of the Purchase Price per share so that the aggregate Purchase Price thereafter shall be the same as the aggregate Purchase Price of the shares subject to such Options immediately prior to such reorganization, merger or consolidation.

(c)Reorganization in Which the Company Is Not the Surviving Corporation, Sale of Assets or Shares and Other Corporate Transactions. Upon any dissolution or liquidation of the Company, or upon a merger, consolidation or reorganization of the Company with one or more other corporations in which the Company is not the surviving corporation, or upon a sale of all or substantially all of the assets of the Company to another corporation or upon any transaction (including, without limitation, a merger, consolidation or reorganization in which the Company is the surviving corporation) approved by the Board that results in any person or entity owning more than fifty percent (50%) of the combined voting power of all classes of stock of the Company, the Plan and all Options outstanding hereunder shall terminate, except to the extent provision is made in writing in connection with such transaction for the continuation of the Plan and/or the assumption of the Options theretofore granted or for the substitution for such Option of new rights covering the stock of a successor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kinds of shares and purchase prices, in which event the Plan and rights theretofore granted shall continue in the manner and under the terms so provided. In the event of any such termination of the Plan, the Offering Period shall be deemed to have ended on the last Trading Day prior to such termination (unless the Administrator determines, in its sole discretion, that such ending date is impractical for administrative purposes and sets a different last day of the Offering Period) and, in accordance with Section 9, the Options of each Participant then outstanding shall be deemed to be automatically exercised on such last Trading Day. The Administrator shall send written notice of an event that will result in such a termination to all Participants at least five (5) days prior to the date upon which the Plan will be terminated.

(d)Adjustments. Adjustments under this Section 12 related to stock or securities of the Company shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Furthermore, notwithstanding anything to the contrary under this Section 12 and in accordance with Applicable Law, in the event of a change in stock or a corporate transaction described in this Section 12, the Administrator shall have the right to shorten any Offering Period then in progress and establish a new last Trading Day of the Purchase Period for such Offering Period (the “Earlier Purchase Date”). Any such Earlier Purchase Date shall occur before the effective date of the applicable change in

stock or corporate transaction. In addition, the Administrator shall notify each Participant in writing, at least five (5) business days prior to the Earlier Purchase Date, that the purchase date for the Participant’s Option has been changed to the Earlier Purchase Date and that the Participant’s Option shall be exercised automatically on the Earlier Purchase Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 6(c) or the Participant has ceased to be an Eligible Employee as provided in Section 11.

(e)No Limitations on Company. The grant of an Option pursuant to the Plan shall not affect or limit in any way the right or power of the Company to (i) make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or (ii) to merge, consolidate, dissolve or liquidate, or to sell or transfer all or any part of its business or assets.

13.TERM; AMENDMENT, SUSPENSION AND TERMINATION OF THE PLAN

(a)Term. The Plan shall be effective as of the Effective Date. The Plan shall terminate on the first to occur of (i) the date on which all Shares reserved for issuance under the Plan pursuant to Section 3 have been issued, (ii) the date determined in accordance with Section 12 and (iii) the date determined in accordance with Section 13(b).

(b)Amendment, Suspension and Termination of the Plan. The Administrator may, at any time and from time to time, amend, suspend or terminate the Plan or an Offering Period under the Plan; provided, however, that no amendment, suspension or termination shall, without the consent of the Participant, impair any rights of a Participant that have vested at the time of such amendment, suspension or termination. Without approval of the Board and the stockholders of the Company, no amendment shall be made (i) increasing the number of shares reserved for issuance under the Plan pursuant to Section 3 (except as provided in Section 12) or (ii) changing the eligibility requirements for participating in the Plan.

14.GENERAL PROVISIONS

(a)Taxes. At the time a Participant’s Option is exercised, in whole or in part, or at the time a Participant disposes of some or all of the Shares acquired under the Plan, or at the time of any other taxable event, the Participant will make adequate provision for any Tax-Related Items. In their sole discretion, the Company or the Participating Affiliate that employs the Participant may satisfy any obligation to withhold Tax-Related Items by (a) withholding from the Participant’s wages or other compensation, (b) withholding a sufficient whole number of Shares otherwise issuable following purchase having an aggregate fair market value sufficient to pay the Tax-Related Items required to be withheld with respect to the Shares, (c) withholding from proceeds from the sale of Shares issued upon purchase, either through a voluntary sale or a mandatory sale arranged by the Company, (d) requiring the Participant to make a cash payment to the Company or another Participating Affiliate equal to the amount of the Tax-Related Items, or (e) any other method permitted under Applicable Law.

(b)Options Not Transferable or Assignable. A Participant’s Options under the Plan may not be sold, pledged, assigned or transferred in any manner, whether voluntarily, by operation of law or otherwise. If a Participant sells, pledges, assigns or transfers his or her Options in violation of this Section 14(b), such Options shall immediately terminate, and the Participant shall, as soon as reasonably practicable, receive a refund of the amount then credited to the Participant’s Account. Any payment of cash or issuance of Shares under the Plan may be made only to the Participant (or, in the event of the Participant’s death, to the Participant’s estate or, if the Administrator permits a beneficiary designation and such designation is valid under Applicable Law, the beneficiary or beneficiaries most recently designated by the Participant prior to his or her death). During a Participant’s lifetime, only such Participant may exercise his or her Options under the Plan.

(c)No Right to Continued Employment. Neither the Plan nor any Option to purchase Shares under the Plan confers upon any Eligible Employee or Participant any right to continued employment with the Company or any of its Subsidiaries, nor will a Participant’s participation in the Plan restrict or interfere in any way with the right of the Company or any of its Subsidiaries to terminate the Participant’s employment at any time.

(d)No Interest on Payments. No interest shall be paid on sums withheld from a Participant’s pay or otherwise contributed for the purchase of Shares under the Plan unless otherwise determined necessary by the Administrator or required by Applicable Law.

(e)Governmental Regulation. The Company’s obligation to issue, sell and deliver Shares pursuant to the Plan is subject to such approval of any governmental authority and any national securities exchange or other market quotation system as may be required in connection with the authorization, issuance or sale of such Shares.

(f)Rule 16b-3. Transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 or any successor provision under the Exchange Act. If any provision of the Plan or action by the Administrator fails to so comply, it shall be deemed null and void to the extent permitted by Applicable Law and deemed advisable by the Board or Committee. Moreover, in the event the Plan does not include a provision required by Rule 16b-3 to be stated in the Plan, such provision (other than one relating to eligibility requirements or the price and amount of awards) shall be deemed automatically to be incorporated by reference into the Plan.

(g)Payment of Plan Expenses. The Company shall bear all costs of administering and carrying out the Plan.

(h)Application of Funds. All funds received or held by the Company or a Participating Affiliate under the Plan may be commingled with the general funds of the Company and its Subsidiaries and used for any corporate purpose until applied to the purchase of Shares and/or refunded to Participants.

(i)Governing Law. The validity and construction of the Plan and the Options granted hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware (other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan and the Options granted under the Plan to the substantive laws of any other jurisdiction), except to the extent superseded by applicable U.S. federal laws.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Solventum Corporation of our report dated February 20, 2024 relating to the financial statements, which appears in Amendment No. 2 to the Registration Statement on Form 10 of Solventum Corporation filed with the Commission on March 11, 2024.

/s/ PricewaterhouseCoopers LLP

Minneapolis, Minnesota
April 1, 2024