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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 7, 2025
EMERGENT BIOSOLUTIONS INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-33137 |
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14-1902018 |
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(Commission File Number) |
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(IRS Employer |
| of incorporation) |
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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:
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| 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 7, 2025, Louis W. Sullivan, M.D., a director of Emergent BioSolutions Inc. (the “Company”), notified the Company of his intent to retire as a Class II board member effective November 14, 2025. Dr. Sullivan’s decision to retire is not the result of any disagreement with the Company on any matter related to the Company’s operations, policies or practices. Dr. Sullivan has served as a director since June 2006 and most recently, as Chairman of the Compensation Committee and as a member of the Nominating and Corporate Governance Committee.
Item 7.01 Regulation FD Disclosure.
On November 12, 2025, the Company issued a press release regarding Dr. Sullivan’s retirement, 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.
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| Exhibit No. |
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Description |
| 99.1 |
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| 104 |
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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.
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EMERGENT BIOSOLUTIONS INC. |
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| Dated: November 12, 2025 |
By: |
/s/ RICHARD S. LINDAHL |
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Name: Richard S. Lindahl Title: Executive Vice President, Chief Financial
Officer and Treasurer
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EX-99.1
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a11122025retirementofdrsul.htm
EX-99.1
Document
Emergent BioSolutions Announces Retirement of Dr. Louis W. Sullivan from Board of Directors
GAITHERSBURG, Md., November 12, 2025 (GLOBE NEWSWIRE) – Emergent BioSolutions (NYSE: EBS) announced today that Dr. Louis W. Sullivan will retire from the company’s Board of Directors effective November 14 after 19 years of service to the company and its shareholders.
“For nearly two decades, Dr. Sullivan has been a trusted advisor and champion of Emergent’s mission to protect and save lives,” said Joe Papa, president and CEO of Emergent. “On behalf of the Board and the entire Emergent team, I want to thank him for his distinguished leadership and contributions. We wish him all the best.”
Dr. Sullivan served on Emergent’s Board of Directors since 2006, and most recently served as chair of the compensation committee and a member of the nominating and corporate governance committee. His independence and experience in healthcare, government and biotechnology helped guide critical decisions through Emergent’s history, including its current multi-year transformation. He served as president of Morehouse School of Medicine from 1981 to 1989 and from 1993 to 2002 and was Secretary of the Department of Health and Human Services from 1989 to 1993.
About Emergent BioSolutions
At Emergent, our mission is to protect and save lives. For over 25 years, we’ve been at work preparing those entrusted with protecting public health. We deliver protective and life-saving solutions for health threats like smallpox, mpox, botulism, Ebola, anthrax and opioid overdose emergencies. To learn more about how we help prepare communities around the world for today’s health challenges and tomorrow’s threats, visit our website and follow us on LinkedIn, X, Instagram, Apple Podcasts and Spotify.
Investor Contact:
Richard S. Lindahl
Executive Vice President, CFO
lindahlr@ebsi.com
Media Contact:
Assal Hellmer
Vice President, Communications
mediarelations@ebsi.com
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