8-K

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): October 1, 2025

Avantor, Inc.

(Exact name of registrant as specified in its charter)

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:

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 October 1, 2025, the Board of Directors (the “Board”) of Avantor, Inc. (the “Company”), upon the recommendation of its Nominating and Governance Committee, elected Gregory Lucier as a director, effective as of October 3, 2025, with an initial term expiring on the date of the Company’s 2026 Annual Meeting of Stockholders.

Mr. Lucier, age 61, currently serves as the Executive Chairman and Chief Executive Officer of Corza Medical, a surgical technologies company, since 2021. Prior to Corza Medical, Mr. Lucier served as the Chairman and Chief Executive Officer of NuVasive, Inc., a global technology leader in minimally invasive spine and orthopedic surgery, from 2015 to 2021. Prior to NuVasive, Mr. Lucier served as Chairman and CEO of Life Technologies, a global life sciences company, from 2003 to 2014. Mr. Lucier’s early career included roles as a corporate officer of General Electric Company and as an executive at GE Medical Systems Information Technologies. He currently serves on the board of directors of Maravai Lifesciences Holdings, Inc. and as non-executive chairman of the board of Dentsply Sirona, Inc. In the past five years, he has served as a director on the boards of each of Catalent Inc. and PhenomeX Inc. Mr. Lucier holds an MBA from Harvard Business School and a bachelor’s degree in industrial engineering from Pennsylvania State University.

The Board has determined that Mr. Lucier 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. Lucier 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. Lucier is eligible to receive the standard compensation applicable to all non-employee directors of the Company: (1) an annual cash retainer of $95,000 (prorated based on his service during 2025), paid quarterly in arrears and (2) 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 date of his election (prorated based on his service prior to the 2026 Annual Meeting). The restricted stock units are scheduled to vest in full one year from the grant date, subject to his continued service as a director through that date.

Item 7.01.    Regulation FD Disclosure.

On October 3, 2025, the Company issued a press release announcing Mr. Lucier’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.

SIGNATURE

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

avantorappointsgregorytl

News release FOR IMMEDIATE RELEASE Avantor® Appoints Gregory T. Lucier to its Board of Directors Brings more than three decades of leadership experience in the life sciences industry RADNOR, Pa. – October 3, 2025 – Avantor, Inc. (NYSE: AVTR), a leading global provider of mission-critical products and services to customers in the life sciences and advanced technology industries, today announced the appointment of Gregory T. Lucier to its Board of Directors. Mr. Lucier brings significant experience and broad expertise across the healthcare landscape to the Avantor Board. He founded and serves as Executive Chairman and CEO of Corza Medical, a leading global manufacturer of surgical technologies and medical device components. He is also Chairman of the Board of Dentsply Sirona, serving on the Corporate Governance and Nominating Committee, and a member of the Board of Maravai LifeSciences. Previously, Mr. Lucier served as Chairman and CEO of both NuVasive and Life Technologies. "We are excited to welcome Greg to the Avantor Board of Directors," said Jonathan Peacock, Chairman of the Avantor Board. “Greg has a tremendous track record of driving growth and innovation during his more than 30-year career in the Life Sciences sector. We look forward to benefitting from the invaluable perspectives he brings to our Board as the Company focuses on unlocking Avantor’s potential and delivering sustainable shareholder value by driving growth and profitability across the Lab Solutions and Bioscience Production segments." “Avantor has the right foundation in place for sustained industry leadership and long-term value creation,” said Mr. Lucier. “Throughout my career, I have enjoyed working closely with teams of talented executives to capitalize on growth opportunities in the healthcare market. I look forward to partnering with Avantor’s Board and management team to further strengthen the Company’s platform and advance its mission.” About Greg Lucier Mr. Lucier founded Corza Medical in 2021 in partnership with leading private equity firm GTCR and currently serves as its Chairman and CEO. Corza Medical is a leading global manufacturer of surgical technologies and medical device components. Prior to Corza Medical, Mr. Lucier served as Chairman and CEO of NuVasive, a global technology leader in minimally invasive spine and orthopedic surgery, from 2015 to 2021. Prior to NuVasive, from 2003 to 2014, Mr. Lucier served as Chairman and CEO of Life Technologies. Mr. Lucier grew Invitrogen, a mid-size life sciences enterprise, to over $4 billion in sales and renamed the company Life Technologies. He also oversaw the successful sale of Life Technologies to Thermo Fisher Scientific in 2014. Mr. Lucier’s early career included roles as a corporate officer of General Electric Company in a variety of executive leadership roles.

page | 2 Mr. Lucier holds a bachelor’s degree in industrial engineering from Pennsylvania State University and an MBA from Harvard Business School. About Avantor Avantor® is a leading life science tools company and global provider of mission-critical products and services to the life sciences and advanced technology industries. We work side-by-side with customers at every step of the scientific journey to enable breakthroughs in medicine, healthcare, and technology. Our portfolio is used in virtually every stage of the most important research, development and production activities at more than 300,000 customer locations in 180 countries. For more information, visit avantorsciences.com and find us on LinkedIn, X (Twitter) and Facebook. Forward-Looking and Cautionary Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and are subject to the safe harbor created thereby under the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this press release are forward- looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial condition, results of operations, plans, including our cost transformation initiative, objectives, future performance and business. These statements may be preceded by, followed by or include the words “aim,” “anticipate,” “assumption,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “likely,” “long-term,” “near-term,” “objective,” “opportunity,” “outlook,” “plan,” “potential,” “project,” “projection,” “prospects,” “seek,” “target,” “trend,” “can,” “could,” “may,” “should,” “would,” “will,” the negatives thereof and other words and terms of similar meaning. Forward-looking statements are inherently subject to risks, uncertainties and assumptions; they are not guarantees of performance. You should not place undue reliance on these statements. We have based these forward-looking statements on our current expectations and projections about future events. Although we believe that our assumptions made in connection with the forward-looking statements are reasonable, we cannot assure you that the assumptions and expectations will prove to be correct. Factors that could contribute to these risks, uncertainties and assumptions include, but are not limited to, the factors described in “Risk Factors” in our most recent Annual Report on Form 10-K, and subsequent quarterly reports on Form 10-Q, as such risk factors may be updated from time to time in our periodic filings with the SEC. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. In addition, all forward-looking statements speak only as of the date of this press release. We undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise other than as required under the federal securities laws. Investor Relations Contact Allison Hosak Senior Vice President, Global Communications Avantor

page | 3 908-329-7281 Allison.Hosak@avantorsciences.com Media Contact Eric Van Zanten Head of External Communications Avantor 610-529-6219 Eric.Vanzanten@avantorsciences.com Source: Avantor and Financial News