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 19, 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 51.0201. ~~Departure~~ ofEntry ~~Directors~~into ora ~~Certain~~Material ~~Officers;~~Definitive ~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

OnSenior ~~October~~Secured 1,Credit ~~2025,~~Facilities 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. Amendment

~~Mr.~~On ~~Lucier,~~October ~~age 61~~9, ~~currently serves as the Executive Chairman and Chief Executive Officer of Corza Medical~~2025, aAvantor ~~surgical technologies company~~Funding, ~~since 2021~~Inc. ~~Prior~~(the ~~to Corza Medical~~“Borrower”), ~~Mr.~~a ~~Lucier~~wholly-owned ~~served~~subsidiary ~~as the Chairman and Chief Executive Officer~~ of ~~NuVasive~~Avantor, Inc., a(the ~~global~~“Company”), ~~technology~~certain ~~leader~~other insubsidiaries ~~minimally~~of ~~invasive~~the ~~spine and orthopedic surgery~~Company, ~~from~~the ~~2015~~lenders toparty ~~2021. Prior to NuVasive~~thereto, ~~Mr. Lucier served as Chairman~~ and ~~CEO~~Goldman ofSachs ~~Life~~Bank ~~Technologies~~USA, ~~a global life sciences company, from 2003 to 2014. Mr. Lucier’s early career included roles~~ as aadministrative ~~corporate~~agent ~~officer of General Electric Company~~ and ascollateral anagent, ~~executive~~entered atinto GEAmendment ~~Medical Systems Information Technologies~~No. He14 ~~currently~~to ~~serves~~Credit onAgreement (the ~~board~~“Amendment”), ofwhich ~~directors~~amends ofthe ~~Maravai~~Credit ~~Lifesciences~~Agreement ~~Holdings,~~dated ~~Inc. and~~ as ~~non-executive chairman~~ of ~~the~~November ~~board of Dentsply Sirona~~21, ~~Inc. In the past five years~~2017, heas ~~has~~previously ~~served~~amended asfrom atime ~~director~~to ontime (the ~~boards~~“Credit ofAgreement” ~~each of Catalent Inc.~~ and, ~~PhenomeX~~as ~~Inc.~~amended ~~Mr.~~by ~~Lucier~~the ~~holds~~Amendment, anthe ~~MBA~~“Amended ~~from~~Credit ~~Harvard Business School and a bachelor’s degree in industrial engineering from Pennsylvania State University~~Agreement”).

The ~~Board~~Amendment, ~~has~~among ~~determined~~other ~~that~~things: ~~Mr.~~(i) ~~Lucier~~provides ~~meets~~for ~~all~~replacement ~~applicable~~revolving ~~requirements~~credit tocommitments ~~serve~~in on the ~~Board,~~amount ~~including~~of ~~without~~$975 ~~limitation~~million and establishes an additional $425 million of incremental revolving credit commitments, ~~the~~resulting ~~applicable~~in ~~independence~~an ~~standards~~aggregate of $1.4 billion in revolving credit commitments under the ~~New~~Amended ~~York~~Credit ~~Stock~~Agreement ~~Exchange~~(the ~~and~~“RCF”); (ii) establishes a new €400 million tranche of Incremental Euro Term A Loans (the ~~Securities~~“TLA”); ~~Exchange~~and ~~Act~~(iii) establishes a new €550 million tranche of ~~1934,~~Incremental asB-6 ~~amended~~Euro Term Loans (the “~~Exchange~~TLB” ~~Act~~and, together with the RCF and the TLA, the “New Credit Facilities”).

~~There~~The ~~are~~Amendment noalso ~~arrangements~~extends orthe ~~understandings~~maturity ~~with~~date ~~any~~of ~~other~~the ~~persons~~RCF ~~pursuant~~ to ~~which~~October Mr9, 2030. The ~~Lucier~~maturity ~~was~~date ~~selected as a director~~ of the ~~Company~~TLB ~~and~~is heOctober ~~does not have a direct or indirect material interest in any~~9, or2032 ~~any~~and ~~currently~~the ~~proposed,~~maturity ~~transaction~~date inof ~~which~~ the ~~Company~~TLA ~~was or~~ is aOctober ~~participant~~9, ~~that requires disclosure under Item 404(a) of Regulation S-K~~2030.

~~Mr.~~The ~~Lucier~~proceeds isof ~~eligible~~the toNew ~~receive~~Credit ~~the~~Facilities ~~standard~~will ~~compensation~~be ~~applicable~~used to ~~all~~repay ~~non-employee~~and/or ~~directors~~refinance ofin ~~the~~whole ~~Company:~~or ~~(1)~~in anpart ~~annual~~certain ~~cash~~existing ~~retainer~~senior ofsecured ~~$95~~indebtedness,~~000~~ ~~(prorated~~including ~~based~~under onthe ~~his~~Credit ~~service during 2025)~~Agreement, ~~paid~~the ~~quarterly~~A/R inFacility ~~arrears and~~ (2)as adefined ~~grant of a number of restricted stock units with a grant date fair value equal to $210~~below),~~000,~~ ~~divided~~and by the ~~closing~~remaining ~~price~~outstanding ~~per~~€250 ~~share~~million ofin ~~the~~aggregate ~~Company’s~~principal ~~common~~amount ~~stock~~of on the ~~date~~Notes ~~of his election~~ (~~prorated~~as ~~based~~defined onbelow), ~~his service prior~~ to ~~the~~pay ~~2026~~related ~~Annual~~fees ~~Meeting).~~and ~~The~~expenses, ~~restricted~~and ~~stock units are scheduled~~ to ~~vest~~provide inadditional ~~full~~liquidity ~~one~~and ~~year~~funding ~~from~~for the ~~grant~~ongoing ~~date,~~business ~~subject~~needs toof ~~his~~the ~~continued~~Company ~~service~~and asits ~~a director through that date~~subsidiaries.

~~Item~~The 7New Credit Facilities bear interest at a benchmark rate plus an applicable margin.01 The applicable margin under the RCF and the TLA is determined based on a leverage-based pricing grid set forth in the Amended Credit Agreement. ~~Regulation~~ FDUnused ~~Disclosure~~RCF commitments accrue a commitment fee as provided for therein. The applicable margin for the TLB is 2.50% plus the benchmark rate, as set forth in the Amended Credit Agreement. The Borrower also pays customary letter of credit, agency, and administrative fees.

OnThe ~~October~~Borrower’s 3,obligations ~~2025,~~under the ~~Company~~Amended ~~issued~~Credit aAgreement ~~press~~are ~~release~~unconditionally ~~announcing~~guaranteed ~~Mr.~~by ~~Lucier’s~~substantially ~~election~~all toof ~~the~~its ~~Board.~~wholly Aowned ~~copy~~domestic ofsubsidiaries. ~~the~~The ~~press~~Company ~~release~~ is ~~furnished~~not ~~herewith~~a asguarantor, ~~Exhibit~~although ~~No.~~Vail 99Holdco toSub ~~this Current Report on Form 8-K~~LLC, ~~and~~a ~~shall~~wholly ~~not~~owned besubsidiary ~~deemed~~of ~~filed for~~ the ~~purposes~~Company ofand ~~Section~~the 18parent of the ~~Exchange Act~~Borrower, oris ~~otherwise~~a ~~subject~~guarantor. toThe ~~the~~obligations ~~liabilities~~ of ~~that~~the ~~section~~Borrower and ~~shall~~guarantors ~~not~~are besecured ~~deemed~~by toa besecurity ~~incorporated~~interest byin ~~reference~~substantially ~~into~~all ~~any~~of ~~filing by~~ the ~~Company~~assets ~~under~~of the ~~Securities~~Borrower ~~Act~~and ofeach ~~1933~~guarantor, asin ~~amended,~~each ~~or the Exchange Act~~case, ~~except~~subject asto ~~shall~~permitted beliens ~~expressly~~and ~~set~~other ~~forth~~customary byexceptions ~~specific~~and ~~reference in such a filing~~limitations.

The Amended Credit Agreement contains customary affirmative and negative covenants, including, among other things, covenants that restrict or limit the ability of the Borrower and guarantors to incur indebtedness, grant liens, make investments, consummate mergers and asset sales, prepay junior indebtedness, and make restricted payments, in each case, subject to certain negotiated exceptions, baskets and thresholds. The Amended Credit Agreement also includes customary events of default, including non-payment of principal, interest or other amounts due thereunder, breaches of covenants, inaccuracy of representations and warranties, cross-defaults to certain other material indebtedness, bankruptcy and insolvency events, the entry of material judgments, certain ERISA events and the invalidity of material guarantees or security interests.

A copy of the Amendment is included as Exhibit 10.1 hereto and is incorporated by reference herein. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement.

Item 1.02. Termination of a Material Agreement.

PNC A/R Facility Termination

On October 9, 2025 (the “Termination Date”), certain subsidiaries of the Company entered into an Assignment and Termination Agreement (the “Termination Agreement”) with PNC Bank, National Association (the “Bank”), as administrator, purchaser agent, related committed purchaser, LC bank and LC participant, and Wells Fargo Bank, National Association, as purchaser agent, related committed purchaser and LC participant, pursuant to which the up to $300 million accounts receivable securitization facility established on March 27, 2020 (the “A/R Facility”) was repaid in full and terminated. On the Termination Date, approximately $208 million was outstanding under the A/R Facility.

Under the Termination Agreement, all outstanding amounts under the A/R Facility were repaid in full and all other obligations thereunder were satisfied. In connection with the termination of the A/R Facility, among other things, the applicable subsidiaries of the Company repurchased from PNC all receivables and related rights previously sold under the Receivables Purchase Agreement dated March 27, 2020. The A/R Facility and all related transaction documents and security were terminated and released.

Item 2.03. Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of Registrant.

The information set forth in Item 1.01 is incorporated into this Item 2.03 by reference.

Item 8.01. Other Events.

On August 29, 2025, the Borrower redeemed €400 million in aggregate principal amount outstanding of its 2.625% Senior First Lien Notes due 2025 (the “Notes”) at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. On October 10, 2025, the Borrower redeemed the remaining outstanding €250 million in aggregate principal amount of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99						Press Release, dated October 3, 2025
4.1						Amendment No. 14 to Credit Agreement, dated as of October 9, 2025, among Vail Holdco Sub LLC, as holdings, Avantor Funding, Inc., as the borrower, each of the guarantors party thereto, Goldman Sachs Bank USA, as administrative agent and collateral agent, and the lenders and issuers from time to time party thereto.
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
4.2						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: October 3, 2025	By:	/s/ Claudius Sokenu
Date: October 14, 2025	By:	/s/ Steven Eck
		Name:	~~Claudius~~Steven ~~Sokenu~~Eck
		Title:	~~Executive~~Senior Vice President, ~~Chief Legal~~ and ~~Compliance~~Chief ~~Officer~~Accounting ~~and Corporate Secretary (Duly Authorized~~ Officer)

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