[Form 4] Avantor, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Avantor, Inc. director and President & CEO Emmanuel Ligner was granted equity on 08/18/2025. The filing reports 195,924 restricted stock units issued with vesting in three equal installments beginning 08/18/2026 and stock options to purchase 573,394 shares with an exercise price of $14.04, vesting in three equal annual installments beginning 08/18/2026 and expiring 08/18/2035. Following the reported transactions, Mr. Ligner beneficially owns 195,924 shares (direct) and 573,394 shares underlying options (direct). The Form 4 was signed by a power of attorney on 08/21/2025.

Positive

• Time-based retention structure: RSUs and options vest in three equal installments beginning one year after grant, supporting multi-year retention
• Alignment of interests: Combination of RSUs and options ties executive pay to future share performance

Negative

• Potential dilution: Grants increase outstanding share-related claims by 195,924 RSUs and 573,394 options, which could dilute existing shareholders if exercised or settled
• Missing details: Filing does not disclose grant-date fair value, total company share count, or any performance conditions or clawback provisions

Insights

Corporate Governance Expert

TL;DR: The CEO received time‑based equity awards that align incentives with multi-year performance and retention without disclosed performance conditions.

The grant consists of restricted stock units and stock options that vest over three years starting one year after grant, a common structure to retain senior executives and align pay with long-term stock performance. The filing only discloses grant size, vesting schedule, exercise price and expiration; it does not show any performance metrics or additional acceleration provisions. For governance review, material considerations include award size relative to peer programs and whether awards are subject to clawback or recovery policies, none of which are disclosed here.

Executive Compensation Analyst

TL;DR: The awards represent a sizable multi-year equity package: ~196k RSUs and ~573k options at a $14.04 strike, vesting over three years.

From a compensation-design perspective, combining RSUs and options mixes value retention (RSUs) with upside leverage (options). The option expiration in 2035 implies a ten-year term. The disclosure shows direct beneficial ownership post-grant but does not quantify grant-date fair value or dilution impact. Without company total share count or prior holdings in this filing, assessing proportional impact or cost is not possible from this Form 4 alone.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ligner Emmanuel

(Last) (First) (Middle)

RADNOR CORPORATE CENTER, BUILDING

ONE, SUITE 200, 100 MATSONFORD ROAD

(Street)

RADNOR PA 19087

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Avantor, Inc. [ AVTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/18/2025		A(1)		195,924	A	$0	195,924	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	$14.04	08/18/2025		A		573,394		(2)	08/18/2035	Common Stock	573,394	$0	573,394	D

Explanation of Responses:

1. Reflects a grant of restricted stock units that vest in three equal installments beginning on August 18, 2026.

2. Reflects a grant of stock options that vest in three equal annual installments beginning on August 18, 2026.

Remarks:

	/s/ Scott Baker, by power of attorney for Emmanuel Ligner	08/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What equity did Emmanuel Ligner receive according to the AVTR Form 4?

He received 195,924 restricted stock units and options to buy 573,394 shares with an exercise price of $14.04.

When do the awards vest for AVTR CEO Emmanuel Ligner?

Both the RSUs and the stock options vest in three equal installments beginning on 08/18/2026 (annual vesting thereafter).

What is the expiration date of the stock options reported on the Form 4?

The options have an expiration date of 08/18/2035.

How many shares does Emmanuel Ligner beneficially own following the reported transactions?

The filing reports 195,924 shares beneficially owned (direct) and 573,394 shares underlying options (direct).

When was the Form 4 filed and signed for the AVTR transaction?

The earliest transaction date is 08/18/2025 and the Form 4 was signed by power of attorney on 08/21/2025.