Avantor (AVTR) CEO awarded 1.9M options and 483K RSUs in new grant

Rhea-AI Filing Summary

Avantor, Inc. reported that President and CEO Emmanuel Ligner received new equity awards under a compensation arrangement. On February 19, 2026, he was granted stock options for 1,903,847 shares at an exercise price of $0.00 per share and a separate award of 483,713 shares of common stock in the form of restricted stock units. The RSUs and options each vest in three equal annual installments beginning on February 19, 2027, aligning a significant portion of his compensation with the company’s long-term performance.

Insights

Executive compensation analyst

Large equity grant to Avantor’s CEO aligns pay with long-term performance but adds potential future dilution.

The filing shows Emmanuel Ligner receiving 1,903,847 stock options and 483,713 restricted stock units. Both awards vest in three equal annual installments starting February 19, 2027, encouraging retention and a longer-term focus on company results.

These are non-cash awards, so they do not immediately affect cash flows. Any impact on shareholders comes from potential dilution if options are exercised and RSUs vest. Actual effects will depend on future share price performance and the pace of vesting from 2027 onward.

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)
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)		483,713	A	$0	767,137	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		1,903,847		(2)	02/19/2036	Common Stock	1,903,847	$0	1,903,847	D

Explanation of Responses:

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

2. 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 Emmanuel Ligner	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 equity awards did Avantor (AVTR) grant to its CEO Emmanuel Ligner?

Avantor granted Emmanuel Ligner stock options for 1,903,847 shares and 483,713 restricted stock units of common stock. Both awards were made on February 19, 2026 as part of his executive compensation, tying a large portion of his pay to future company performance.

When do Emmanuel Ligner’s new Avantor (AVTR) stock options and RSUs vest?

Both the stock options and restricted stock units vest in three equal annual installments beginning on February 19, 2027. This means vesting occurs over a multi-year period, designed to encourage the CEO’s long-term commitment and alignment with Avantor’s future operating and share price performance.

Are Emmanuel Ligner’s Avantor (AVTR) stock options granted at a cost?

The filing lists the stock options as granted with a price per share of $0.00, indicating they were awarded at no cash cost to Emmanuel Ligner. Any future value will depend on Avantor’s share price relative to the options’ terms and vesting schedule.

How many Avantor (AVTR) shares does Emmanuel Ligner hold after these grants?

After the February 19, 2026 grants, the Form 4 shows Emmanuel Ligner with 1,903,847 stock options and 767,137 shares of common stock. The common stock figure includes the 483,713 restricted stock units awarded, which are subject to the specified multi-year vesting schedule.

Do Emmanuel Ligner’s Avantor (AVTR) equity awards involve any share sales?

No, the Form 4 only reports acquisitions coded as grants or awards, with no sales or dispositions. The transactions increase his potential and actual equity holdings through stock options and restricted stock units, without any reported concurrent selling activity in this filing.