[8-K] Avantor, Inc. Reports Material Event

Rhea-AI Filing Summary

Avantor, Inc. announced that its Board of Directors has elected Sanjeev Mehra as a director, with an initial term running until the company’s 2026 Annual Meeting of Stockholders. The Board determined he meets the independence standards of the New York Stock Exchange and the Securities Exchange Act of 1934.

Mehra, age 66, is Co‑Founder and Managing Partner of Periphas Capital and previously held senior roles at Goldman Sachs from 1986 to 2017, including Partner and Vice Chairman of the Global Private Equity business. He currently serves on the board of OPENLANE, Inc.

As a non‑employee director, he will receive standard compensation: an annual cash retainer of $95,000, prorated for 2025, and a grant of restricted stock units with a grant date fair value of $210,000, also prorated, vesting in full one year from grant subject to continued service. Avantor also issued a press release about his election, furnished as an exhibit.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 4, 2025

Avantor, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-38912			82-2758923
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

Radnor Corporate Center, Building One, Suite 200

100 Matsonford Road

Radnor, Pennsylvania 19087

(Address of principal executive offices, including zip code)

(610) 386-1700

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Exchange on which registered

Common Stock, $0.01 par value

AVTR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐ Emerging growth company

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 13(a) of the Exchange Act. ☐

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 4, 2025, the Board of Directors (the “Board”) of Avantor, Inc. (the “Company”), upon the recommendation of its Nominating and Governance Committee, elected Sanjeev Mehra as a director with an initial term expiring on the date of the Company’s 2026 Annual Meeting of Stockholders.

Mr. Mehra, age 66, currently serves as the Co-Founder and Managing Partner of Periphas Capital, a private equity investing firm focused on technology enabled, business services, consumer and industrial companies, since 2017. Prior to Periphas Capital, Mr. Mehra served in a variety of positions at Goldman Sachs, a global investment banking, securities and investment management firm, from 1986 to 2017, including Partner from 1998 to 2017, and held a range of other senior positions, including Vice Chairman of the Global Private Equity business, and prior to that, co-head of the Americas Private Equity business. Mr. Mehra was also a founding member of Goldman Sachs’ Principal Investment Area (“PIA”), the firm’s private investing arm of its Merchant Banking Division, and served on the PIA Investment Committee from 1998 to 2017. Prior to Goldman Sachs, Mr. Mehra was an Analyst at McKinsey & Company, a management consulting firm, from 1982 to 1984. He currently serves on the board of directors of OPENLANE, Inc. In the past five years, he served as a director of Periphas Capital Partnering Corporation. Mr. Mehra holds an MBA from Harvard Business School and a bachelor’s degree in economics from Harvard College.

The Board has determined that Mr. Mehra meets all applicable requirements to serve on the Board, including without limitation, the applicable independence standards of the New York Stock Exchange and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

There are no arrangements or understandings with any other persons pursuant to which Mr. Mehra was selected as a director of the Company and he does not have a direct or indirect material interest in any, or any currently proposed, transaction in which the Company was or is a participant that requires disclosure under Item 404(a) of Regulation S-K.

Mr. Mehra is eligible to receive the standard compensation applicable to all non-employee directors of the Company: (i) an annual cash retainer of $95,000 (prorated based on his service during 2025), paid quarterly in arrears and (ii) a grant of a number of restricted stock units with a grant date fair value equal to $210,000, divided by the closing price per share of the Company’s common stock on the date of his election (prorated based on his service prior to the 2026 Annual Meeting). The restricted stock units are scheduled to vest in full one year from the grant date, subject to his continued service as a director through that date.

Item 7.01.    Regulation FD Disclosure.

On December 4, 2025, the Company issued a press release announcing Mr. Mehra’s election to the Board. A copy of the press release is furnished herewith as Exhibit No. 99 to this Current Report on Form 8-K, and shall not be deemed filed for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99						Press Release, dated December 4, 2025
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Avantor, Inc.
Date: December 4, 2025			By:			/s/ Claudius Sokenu
						Name:			Claudius Sokenu
						Title:			Executive Vice President, Chief Legal and Compliance Officer and Corporate Secretary (Duly Authorized Officer)