Avantor (AVTR) EVP receives large RSU and option grants with tax withholding

Rhea-AI Filing Summary

Avantor EVP Benoit Gourdier reported new equity awards and related tax withholding. On February 19, 2026 he received 134,364 restricted stock units and 528,848 stock options, each vesting in three equal annual installments beginning February 19, 2027. On February 20, 2026, 4,160 common shares at $9.03 were withheld to cover taxes, leaving 365,888 common shares held directly.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Gourdier Benoit

Role EVP, Bioscience & Medtech

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	4,160	$9.03	$38K
Grant/Award	Stock Options (Right to Buy)	528,848	$0.00	--
Grant/Award	Common Stock	134,364	$0.00	--

Holdings After Transaction: Common Stock — 365,888 shares (Direct); Stock Options (Right to Buy) — 528,848 shares (Direct)

Footnotes (1)

1. Reflects a grant of restricted stock units that vest in three equal annual installments beginning on February 19, 2027. Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of RSUs. Reflects a grant of stock options that vest in three equal annual installments beginning on February 19, 2027.

Form 4 Insider Transactions: What Each Field Means →

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
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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^*

Gourdier Benoit

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Bioscience & Medtech

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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	02/19/2026		A(1)		134,364	A	$0	370,048	D
Common Stock	02/20/2026		F(2)		4,160	D	$9.03	365,888	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)	$11.05	02/19/2026		A		528,848		(3)	02/19/2036	Common Stock	528,848	$0	528,848	D

Explanation of Responses:

1. Reflects a grant of restricted stock units that vest in three equal annual installments beginning on February 19, 2027.

2. Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of RSUs.

3. Reflects a grant of stock options that vest in three equal annual installments beginning on February 19, 2027.

Remarks:

	/s/ Scott Baker, by power of attorney for Benoit Gourdier	02/23/2026
	** 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 insider transactions did Avantor (AVTR) EVP Benoit Gourdier report on this Form 4?

Benoit Gourdier reported grants of 134,364 Avantor common-stock RSUs and 528,848 stock options on February 19, 2026, plus a tax-withholding disposition of 4,160 common shares on February 20, 2026, all held or transacted as direct ownership.

How many Avantor (AVTR) restricted stock units did Benoit Gourdier receive and how do they vest?

He received 134,364 restricted stock units in Avantor common stock. According to the footnote, these RSUs vest in three equal annual installments, with vesting beginning on February 19, 2027 and continuing annually thereafter until fully vested.

What stock option grant did Avantor (AVTR) EVP Benoit Gourdier report in this filing?

He reported a grant of 528,848 Avantor stock options, described as rights to buy common stock. The options vest in three equal annual installments beginning on February 19, 2027, matching the vesting schedule of the reported restricted stock units.

Was the Avantor (AVTR) insider transaction a market sale of shares?

The filing shows a tax-withholding disposition code F for 4,160 Avantor common shares at $9.03 each. Footnotes state these shares were withheld by the issuer to cover tax obligations tied to RSU vesting, not an open-market sale by Benoit Gourdier.

How many Avantor (AVTR) common shares does Benoit Gourdier hold after these transactions?

After the February 20, 2026 tax-withholding disposition, Benoit Gourdier directly holds 365,888 Avantor common shares. This figure reflects his direct beneficial ownership following the 4,160-share withholding related to restricted stock unit vesting.

Are Benoit Gourdier’s Avantor (AVTR) awards subject to a specific vesting start date?

Yes. Both the 134,364 restricted stock units and the 528,848 stock options start vesting on February 19, 2027. Each award vests in three equal annual installments beginning on that date, as disclosed in the accompanying footnotes.