AVTR names Emmanuel Ligner director; employment contract to be filed

Rhea-AI Filing Summary

Avantor, Inc. elected Emmanuel Ligner as a director, with an initial term commencing on August 18, 2025 and expiring at the company’s 2026 Annual Meeting of Stockholders. The Board selected Mr. Ligner to fill a vacant seat and the company disclosed that he will receive no additional compensation for his service on the Board. The company noted that Mr. Ligner will begin serving as President and Chief Executive Officer as previously reported.

The filing references prior disclosure of his employment terms and states that an employment contract dated July 15, 2025 between VWR International Ltd., a subsidiary, and Mr. Ligner will be filed with the quarterly report for the period ending September 30, 2025. The company also reported there are no arrangements or understandings with other persons about his selection and that he has no direct or indirect material interest in transactions requiring disclosure.

Positive

• Emmanuel Ligner elected to the Board with term commencing August 18, 2025 through the 2026 Annual Meeting
• No additional compensation will be paid for his service on the Board
• Employment contract dated July 15, 2025 will be filed with the quarterly report for the period ending September 30, 2025

Negative

• None.

Insights

Financial Analyst

TL;DR: CEO Emmanuel Ligner was elected to the Board, filling a vacant seat; employment details will be filed with the Q3 report.

The appointment is a routine governance action that consolidates executive and board roles. The filing confirms the start and term dates, clarifies there is no extra board compensation, and points investors to the previously filed CEO appointment disclosure and the forthcoming employment contract to be attached to the quarter ending September 30, 2025. From a financial perspective, the filing contains no revenue, earnings or balance-sheet data and does not by itself change the company’s financial outlook.

Corporate Governance Expert

TL;DR: Adding the incoming CEO to the Board fills a vacancy and centralizes leadership while the company commits to additional disclosure of the employment contract.

This disclosure shows the Board formally integrated its incoming chief executive into board composition, noting no additional board pay which reduces immediate compensation conflicts. The filing also promises submission of the July 15, 2025 employment agreement with VWR International Ltd. in the company’s quarterly report for the period ending September 30, 2025, increasing transparency. The company states there were no third-party arrangements or material interests tied to his selection, which is relevant to independence and related-party review.

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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): August 7, 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 August 7, 2025, the Board of Directors (the “Board”) of Avantor, Inc. (the “Company”), upon the recommendation of its Nominating and Governance Committee, elected Emmanuel Ligner as a director with an initial term commencing on August 18, 2025 and expiring on the date of the Company’s 2026 Annual Meeting of Stockholders. As previously reported on the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 21, 2025 (the “CEO Appointment 8-K”), Mr. Ligner will begin serving as the Company’s President and Chief Executive Officer. The appointment of Mr. Ligner as a director fills a vacant Board seat.

Mr. Ligner will receive no additional compensation for his service on the Board. For a description of Mr. Ligner’s employment terms as President and Chief Executive Officer, please reference the CEO Appointment 8-K, in conjunction with, when available, the full text of the contract of employment, dated as of July 15, 2025, by and between VWR International Ltd., a subsidiary of the Company, and Mr. Ligner, a copy of which will be filed with the Company’s quarterly report on Form 10-Q for the quarter ending September 30, 2025.

There are no arrangements or understandings with any other persons pursuant to which Mr. Ligner 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.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
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: August 13, 2025			By:			/s/ Claudius Sokenu
						Name:			Claudius Sokenu
						Title:			Executive Vice President, Chief Legal and Compliance Officer

FAQ

Who was elected to Avantor's Board (AVTR)?

Emmanuel Ligner was elected as a director, with an initial term starting August 18, 2025 and expiring at the company's 2026 Annual Meeting of Stockholders.

Will Emmanuel Ligner receive additional compensation for Board service?

No. The company stated Mr. Ligner will receive no additional compensation for his service on the Board.

Is Emmanuel Ligner also Avantor's CEO?

Yes. The filing references prior disclosure that Mr. Ligner will begin serving as the company's President and Chief Executive Officer.

Will Avantor file Mr. Ligner's employment agreement?

Yes. The company said the employment contract dated July 15, 2025 between VWR International Ltd. and Mr. Ligner will be filed with the quarterly report for the period ending September 30, 2025.

Were there any related-party arrangements disclosed regarding his selection?

The company reported there are no arrangements or understandings with any other persons regarding his selection and that he does not have a direct or indirect material interest in any transaction requiring disclosure.