Embecta to combine CEO–chair role and name lead independent director

Rhea-AI Filing Summary

Embecta Corp. reported board leadership changes and one immediate director resignation. On November 17, 2025, director David A. Albritton resigned from the board and its Corporate Governance and Nominating Committee and Technology, Quality and Regulatory Committee for personal reasons, effective immediately, and the board size was reduced from nine to eight members. The company stated his resignation was not due to any disagreement with its operations, policies or practices. Also on November 17, 2025, Non-Executive Chairman LTG (Ret.) David F. Melcher informed Embecta he will not stand for re-election at the 2026 annual meeting, also not due to any disagreement. The independent directors expect to appoint CEO Devdatt (Dev) Kurdikar as Chairman of the Board and Dr. Claire Pomeroy as Lead Independent Director, effective upon Melcher’s departure.

Insights

Corporate governance analyst

Embecta outlines an orderly shift to a combined CEO–chair role with a designated lead independent director.

Embecta is managing two board changes: the immediate resignation of director David A. Albritton for personal reasons and the planned departure of Non-Executive Chairman LTG (Ret.) David F. Melcher at the 2026 annual meeting. The company explicitly notes neither change stems from disagreements over operations, policies or practices, which signals these are framed as non-adversarial transitions.

The independent directors plan for CEO Devdatt (Dev) Kurdikar to become Chairman of the Board, while Dr. Claire Pomeroy will serve as Lead Independent Director once Melcher leaves. This structure keeps a clear independent leadership role while consolidating formal board leadership with the CEO. Actual governance impact will depend on how the board and lead independent director exercise their responsibilities after the 2026 annual meeting.

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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): November 17, 2025

EMBECTA CORP.

(Exact name of registrant as specified in its charter)

Delaware (State or Other Jurisdiction of Incorporation)
001-41186 (Commission File Number)		87-1583942 (IRS Employer Identification No.)
300 Kimball Drive, Suite 300, Parsippany, New Jersey (Address of principal executive offices)		07054 (Zip Code)
Registrant’s telephone number, including area code: (862) 401-0000
N/A (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 (see General Instruction A.2. below):

☐ 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))

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	EMBC	The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

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.

Departure of Directors

On November 17, 2025, David A. Albritton, a member of the board of directors (the “Board”) of Embecta Corp. (the “Company”), the Corporate Governance and Nominating Committee of the Board and the Technology, Quality and Regulatory Committee of the Board, notified the Company of his intention to resign due to personal reasons, effective immediately. Mr. Albritton has served as a director of the Company since April 2022. Mr. Albritton’s resignation was not the result of any disagreement with the Company or any matter relating to its operations, policies or practices.

On November 17, 2025, LTG (Ret.) David F. Melcher, a member of the Board and the Non-Executive Chairman of the Board, notified the Company of his decision not to stand for re-election at the Company’s 2026 annual meeting of stockholders. LTG Melcher has served as a director of the Company since April 2022. LTG Melcher’s decision not to stand for reelection was not the result of any disagreement with the Company or any matter relating to its operations, policies or practices.

In connection with the resignation of Mr. Albritton, the size of the Board was decreased from nine to eight members.

Appointment of Chairman of the Board and Lead Independent Director

The Company’s independent directors expect to appoint Devdatt (Dev) Kurdikar as the Chairman of the Board and Dr. Claire Pomeroy as the Board’s Lead Independent Director, each effective upon LTG Melcher’s departure from the Board at the Company’s 2026 annual meeting of stockholders. Dr. Pomeroy and Mr. Kurdikar have served on the Board since April 2022. Dr. Pomeroy currently serves as Chair of the Corporate Governance and Nominating Committee and as a member of the Technology, Quality and Regulatory Committee, and Mr. Kurdikar currently serves as the President and Chief Executive Officer of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
Exhibit		Description
99.1		Press Release dated November 17, 2025.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

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

Date: November 17, 2025 EMBECTA CORP.

	By:	/s/ Jeff Mann
		Jeff Mann
		Senior Vice President, General Counsel & Product Development, and Corporate Secretary

FAQ

What board changes did Embecta Corp. (EMBC) announce on November 17, 2025?

Embecta announced that director David A. Albritton resigned from the board and two board committees effective immediately, and that Non-Executive Chairman LTG (Ret.) David F. Melcher will not stand for re-election at the 2026 annual meeting.

Why did Embecta director David A. Albritton resign from the board?

David A. Albritton resigned on November 17, 2025 due to personal reasons. Embecta stated that his resignation was not the result of any disagreement with the company’s operations, policies or practices.

Is LTG (Ret.) David F. Melcher leaving Embecta Corp. due to a disagreement?

No. Embecta disclosed that LTG (Ret.) David F. Melcher decided not to stand for re-election at the company’s 2026 annual meeting, and that this decision was not due to any disagreement with the company or its practices.

Who will be Embecta’s Chairman of the Board and Lead Independent Director after the 2026 annual meeting?

The independent directors expect to appoint Devdatt (Dev) Kurdikar, the company’s President and CEO, as Chairman of the Board, and Dr. Claire Pomeroy as the board’s Lead Independent Director, effective upon LTG Melcher’s departure at the 2026 annual meeting.

How does Embecta’s board size change after David A. Albritton’s resignation?

Following the resignation of David A. Albritton, Embecta reduced the size of its board from nine to eight members.

What committees did David A. Albritton serve on at Embecta Corp.?

David A. Albritton served on Embecta’s Corporate Governance and Nominating Committee and the Technology, Quality and Regulatory Committee prior to his resignation.