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): February 2625, 2026

EMERGENT BIOSOLUTIONS INC.

(Exact name of registrant as specified in its charter)

Delaware

001-33137

14-1902018

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

Identification No.)

300 Professional Drive,

Gaithersburg, Maryland 20879

(Address of principal executive offices, including zip code)

(240) 631-3200

(Registrant’s telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	EBS	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 25.02. Departure ~~Results~~of Directors or Certain Officers; Election of ~~Operations~~Directors; ~~and~~Appointment ~~Financial~~of ~~Condition~~Certain Officers; Compensatory Arrangements of Certain Officers.

OnAppointment ~~February~~of ~~26,~~John ~~2026, Emergent BioSolutions Inc~~D. ~~(the "Company") issued a press release (the "Press Release") announcing its financial and operating results for the quarter and the year ended December 31~~Fowler, ~~2025~~Jr. ~~A copy of the Press Release is furnished~~ as ~~Exhibit 99.1 to this Current Report on Form 8-K (this "Form 8-K") and is incorporated herein by reference.~~ Director

~~Item~~On 7February 25, 2026, the Board of Directors (the “Board”) of Emergent BioSolutions Inc.01 (the “Company”) appointed John D. ~~Regulation~~Fowler, FDJr. ~~Disclosure~~as a Class II director effective March 1, 2026, with his initial term expiring at the Company’s 2026 annual meeting of stockholders. Mr. Fowler is an independent director under New York Stock Exchange listing standards.

OnMr. ~~February~~Fowler ~~26, 2026, the Company~~ will ~~host~~serve as a ~~conference~~member ~~call~~of tothe ~~discuss~~Board’s ~~its~~Audit ~~financial~~ and ~~operating~~Finance ~~results~~Committee. Mr. ~~for~~Fowler ~~the~~was ~~quarter~~not ~~and~~selected ~~the~~as ~~year~~a ~~ended~~director ~~December~~pursuant ~~31,~~to ~~2025. The~~any ~~Company~~arrangement ~~will~~or ~~use~~understanding ~~presentation materials in connection~~ with ~~this~~any ~~conference~~other ~~call~~person. ~~(the~~In ~~"Earnings Call Slides")~~addition, ~~which~~neither ~~will be posted on the Company’s website at www~~Mr.~~emergentbiosolutions.com.~~ AFowler ~~copy~~nor any of ~~the~~his ~~Earnings~~immediate ~~Call~~family ~~Slides~~members isare ~~furnished~~party ~~as Exhibit 99.2~~ to ~~this~~a ~~Form~~transaction ~~8-K~~or ~~and~~arrangement isinvolving ~~incorporated herein by reference. Information on~~ the Company's ~~website~~that iswould ~~not,~~be ~~and~~required ~~will~~to ~~not~~ be ~~deemed~~disclosed pursuant to ~~be,~~Item 404(a) ~~part~~ of ~~this~~Regulation ~~Form 8~~S-K ~~or incorporated into any other filings the Company may make with the U~~.~~S. Securities and Exchange Commission.~~

~~The~~Mr. ~~information~~Fowler ~~contained~~will inreceive ~~Items~~an 2initial new director grant of restricted stock units with a value equivalent to $270,000 under the Emergent BioSolutions Inc.02 Amended and 7Restated Stock Incentive Plan.01 ofThe ~~this~~restricted ~~Form~~stock 8units will vest in three equal installments over a three-Kyear ~~and~~period, ~~Exhibits~~subject 99to Mr.1 ~~and~~Fowler’s 99continued service on the Board.2 ~~attached~~As ~~hereto~~a non-employee director, ~~shall~~Mr. ~~not~~Fowler bewill ~~deemed~~receive, ~~"filed"~~in ~~for~~accordance ~~purposes~~with ofthe ~~Section~~Company’s 18non-employee director compensation practices, an annual cash retainer of $70,000 for his service on the ~~Securities~~Board, ~~Exchange~~an ~~Act~~additional annual cash retainer of ~~1934~~$15,000 for his service as ~~amended~~a (member of the ~~"Exchange~~Audit ~~Act")~~and Finance Committee, orand ~~otherwise~~an beannual ~~subject~~equity toaward ~~the~~with ~~liabilities~~a ofvalue ~~that~~equivalent ~~section~~to $270,000 ~~nor~~(with ~~shall~~75% itallocated beto ~~deemed~~restricted ~~incorporated~~stock byunits ~~reference~~and 25% allocated to options), in ~~any~~each ~~filing~~case ~~under~~subject ~~the~~to ~~Securities~~proration ~~Act~~in his first year of ~~1933,~~service. asMr. ~~amended,~~Fowler orwill also enter into the ~~Exchange~~Company’s ~~Act~~standard indemnification agreement, ~~except~~a form of which was filed as ~~expressly~~Exhibit ~~set~~10 ~~forth~~to bythe ~~specific~~Company’s ~~reference~~Current inReport ~~such~~on ~~filing~~Form 8-K, filed with the SEC on January 18, 2013.

Item 97.01~~. Financial~~ Regulation ~~Statements~~FD ~~and Exhibits~~Disclosure.

On March 3, 2026, the Company issued a press release regarding the appointment of Mr. Fowler, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press release issued by Emergent BioSolutions Inc. on ~~February~~March 263, 2026.
99.2						Earnings Call Slides, dated February 26, 2026.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	EMERGENT BIOSOLUTIONS INC.
Dated: February 26, 2026	By:	/s/ RICHARD S. LINDAHL
Dated: March 3, 2026	By:	/s/ RICHARD S. LINDAHL
		Name: Richard S. LindahlTitle: Executive Vice President, Chief Financial Officer

Filing Compare · Emergent BioSolutions Inc.