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): December 417, 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 December 417, 2025, the Board of Directors (the “Board”) of Avantor, Inc. (the “Company”), upon the recommendation of its Nominating and Governance Committee, elected ~~Sanjeev~~Simon ~~Mehra~~Dingemans as a director, effective January 2, 2026, with an initial term expiring on the date of the Company’s 2026 Annual Meeting of Stockholders. The appointment of Mr. Dingemans fills the vacancy created by Jonathan Peacock’s previously disclosed decision to resign from the Board, effective December 31, 2025.

Mr. ~~Mehra~~Dingemans, age 6662, ~~currently~~most ~~serves~~recently asserved ~~the~~in ~~Co-Founder~~senior ~~and~~leadership ~~Managing~~roles ~~Partner~~at ofThe ~~Periphas~~Carlyle ~~Capital~~Group, a ~~private~~global ~~equity~~investment ~~investing~~management firm, ~~focused~~as onSenior ~~technology~~Advisor ~~enabled,~~from ~~business~~2022 ~~services,~~to ~~consumer~~2024 and ~~industrial~~as ~~companies~~Managing Director and Partner, ~~since~~UK ~~2017.~~Buyouts from 2020 to 2022. Prior to ~~Periphas~~his ~~Capital~~roles at The Carlyle Group, Mr. ~~Mehra~~Dingemans served inas athe ~~variety~~Chief ofFinancial ~~positions~~Officer atof ~~Goldman~~GSK ~~Sachs~~plc, a global ~~investment~~biopharmaceutical ~~banking~~company, ~~securities and investment management firm,~~ from ~~1986~~2011 to ~~2017,~~2019. Mr. ~~including~~Dingemans ~~Partner~~also ~~from~~served ~~1998~~in ~~to 2017, and held~~ a ~~range~~variety of ~~other~~positions ~~senior~~at ~~positions~~Goldman Sachs, ~~including~~a ~~Vice~~global ~~Chairman~~investment ofbanking, ~~the~~securities ~~Global~~and ~~Private~~investment ~~Equity~~management ~~business~~firm, ~~and~~from ~~prior~~1995 to ~~that~~2010, ~~co-head~~including ofPartner ~~the~~and ~~Americas~~held ~~Private~~leadership ~~Equity~~roles ~~business.~~overseeing ~~Mr.~~the ~~Mehra~~UK ~~was also a founding member of Goldman Sachs’ Principal~~ Investment ~~Area~~Banking ~~(“PIA”),~~and ~~the~~European ~~firm’s~~Mergers ~~private~~from ~~investing~~2000 ~~arm~~to ~~of its Merchant Banking Division~~2010, and ~~served~~Managing onDirector ~~the PIA Investment Committee~~ from ~~1998~~1995 to ~~2017~~2000. Prior to Goldman Sachs, Mr. ~~Mehra~~Dingemans ~~was~~spent anten ~~Analyst~~years at ~~McKinsey~~SG ~~& Company~~Warburg, aan ~~management~~investment ~~consulting firm~~bank, ~~from~~in ~~1982~~positions toof ~~1984~~increasing responsibility. He currently serves on the ~~board~~boards of directors of ~~OPENLANE,~~Vodafone ~~Inc.~~Group ~~In the past five years~~Plc, heWPP ~~served~~plc asand aGenomics ~~director of Periphas Capital Partnering Corporation~~Limited. Mr. ~~Mehra~~Dingemans holds anboth ~~MBA~~a ~~from~~master’s ~~Harvard~~degree ~~Business School~~ and a bachelor’s degree in ~~economics~~geography from ~~Harvard~~the ~~College~~University of Oxford.

The Board has determined that Mr. ~~Mehra~~Dingemans meets all applicable requirements to serve on the Board, including without limitation, the applicable independence standards of the New York Stock Exchange and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

There are no arrangements or understandings with any other persons pursuant to which Mr. ~~Mehra~~Dingemans 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.

Mr. ~~Mehra~~Dingemans is eligible to receive the standard compensation ~~applicable~~available to all non-employee directors of the Company: (i) an annual cash retainer of $95,000 ~~(prorated based on his service during 2025)~~, paid quarterly in arrears and (ii) a grant of ~~a number of~~ restricted stock units with a grant date fair value equal to $210,000, divided by the closing price per share of the Company’s common stock on the commencement date of his ~~election~~service (prorated based on his service prior to the 2026 Annual Meeting). The restricted stock units are scheduled to vest in full ~~one~~on ~~year~~May ~~from~~6, ~~the grant date~~2026, subject to his continued service as a director through that date.

Item 7.01. Regulation FD Disclosure.

On December 418, 2025, the Company issued a press release announcing Mr. ~~Mehra~~Dingemans’s election to the Board. A copy of the press release is furnished herewith as Exhibit No. 99 to this Current Report on Form 8-K, and shall not be deemed filed for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99						Press Release, dated December 418, 2025
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~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Avantor, Inc.
Date: December 4, 2025	By:	/s/ Claudius Sokenu
Date: December 18, 2025	By:	/s/ Claudius Sokenu
		Name:	Claudius Sokenu
		Title:	Executive Vice President, Chief Legal and Compliance Officer and Corporate Secretary (Duly Authorized Officer)

Filing Compare · Avantor, Inc.