UNITED
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FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Directors
On November 17, 2025, David A. Albritton, a member of the board of directors (the “Board”) of Embecta Corp. (the “Company”), the Corporate Governance and Nominating Committee of the Board and the Technology, Quality and Regulatory Committee of the Board, notified the Company of his intention to resign due to personal reasons, effective immediately. Mr. Albritton has served as a director of the Company since April 2022. Mr. Albritton’s resignation was not the result of any disagreement with the Company or any matter relating to its operations, policies or practices.
On November 17, 2025, LTG (Ret.) David F. Melcher, a member of the Board and the Non-Executive Chairman of the Board, notified the Company of his decision not to stand for re-election at the Company’s 2026 annual meeting of stockholders. LTG Melcher has served as a director of the Company since April 2022. LTG Melcher’s decision not to stand for reelection was not the result of any disagreement with the Company or any matter relating to its operations, policies or practices.
In connection with the resignation of Mr. Albritton, the size of the Board was decreased from nine to eight members.
Appointment of Chairman of the Board and Lead Independent Director
The Company’s independent directors expect to appoint Devdatt (Dev) Kurdikar as the Chairman of the Board and Dr. Claire Pomeroy as the Board’s Lead Independent Director, each effective upon LTG Melcher’s departure from the Board at the Company’s 2026 annual meeting of stockholders. Dr. Pomeroy and Mr. Kurdikar have served on the Board since April 2022. Dr. Pomeroy currently serves as Chair of the Corporate Governance and Nominating Committee and as a member of the Technology, Quality and Regulatory Committee, and Mr. Kurdikar currently serves as the President and Chief Executive Officer of the Company.
Item 9.01 Financial Statements and Exhibits.
| (d) Exhibits | ||
| Exhibit | Description | |
| 99.1 | Press Release dated November 17, 2025. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 17, 2025 | EMBECTA CORP. |
| By: | /s/ Jeff Mann | |
| Jeff Mann | ||
Senior Vice President, General Counsel & Product Development, and Corporate Secretary |
Exhibit 99.1
embecta announces changes to Board of Directors
PARSIPPANY, N.J., Nov. 17, 2025 -- Embecta Corp. (“embecta”) (Nasdaq: EMBC), a global company that is advancing its 100-year legacy in insulin delivery to become a broad-based medical supplies company, today announced that David J. Albritton, a member of the Board of Directors (the “Board”) of embecta, has resigned from the Board due to personal reasons, effective immediately. In addition, LTG (Ret.) David F. Melcher, Non-Executive Chairman of the Board, has informed the company that he will not stand for re-election at embecta’s 2026 annual stockholder meeting and will retire from the Board at that time due to several commitments outside of his service to the Company. Both have been Directors since the Board’s inception in 2022.
“On behalf of the entire Board of Directors and the global embecta team, I want to thank both of them for lending their experience, wisdom and guidance as we launched a new company in a dynamic environment,” said Devdatt “Dev” Kurdikar, President and Chief Executive Officer. “Each has brought invaluable leadership experience that helped us successfully navigate the unique challenges of separating and standing up embecta. In particular, I wish to thank David Albritton for his contributions in shaping our corporate identity and communications efforts as we worked to establish embecta and provide an unflinching focus on care for people living with diabetes.”
Mr. Kurdikar added, “I personally have benefited immensely from Dave Melcher’s leadership and mentoring since his appointment as Chair of our Board. His counsel and support as we executed multiple complex initiatives in a challenging macroenvironment have been an integral part of our ability to execute all our stand-up programs. I am deeply grateful for Dave’s service and contributions to our company.”
“It has been a privilege to serve as Chairman of such a distinguished and collegial Board of Directors,” said LTG Melcher. “As embecta transitions from its initial standup phase to one where we begin to seed growth, the company’s strategic direction and priorities are clear. I’m confident that the ongoing stewardship of Dev and the rest of the Board will enable embecta to continue to prioritize the needs of our customers, employees and shareholders.”
The Board expects to appoint Mr. Kurdikar as Chairman of the Board, and Dr. Claire Pomeroy, who has also served on the Board since its inception, as Lead Independent Director, each effective upon LTG Melcher's departure from the Board. The Corporate Governance and Nominating Committee will assess what expertise may be desired from future independent directors in view of the strategic direction of the company and accordingly recommend any potential replacements for the departing Directors.
About embecta
embecta is a global company that is advancing its 100-year legacy in insulin delivery to become a broad-based medical supplies company, helping to improve lives through innovative solutions, partnerships, and the passion of approximately 2,000 employees around the globe. For more information, visit embecta.com or follow our social channels on LinkedIn, Facebook, and Instagram.
Safe Harbor Statement Regarding Forward-Looking Statements
This press release contains express or implied "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward-looking statements concern our current expectations regarding strategic direction and priorities and expectations regarding our Board composition. These forward-looking statements are subject to various known and unknown risks, uncertainties and other factors, and you should not rely upon them except as statements of our present intentions and of our present expectations, which may or may not occur. When we use words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “pursue,” “will,” “goal” or similar expressions, we are making forward-looking statements. Although we believe that our forward-looking statements are based on reasonable assumptions, our expected results may not be achieved, and actual results may differ materially from our expectations. In addition, important factors that could cause actual results to differ from expectations include, among others, the risks described in our periodic reports filed with the Securities and Exchange Commission, including under the caption “Risk Factors” in our most recent Annual Report on Form 10-K, as further updated by our Quarterly Reports on Form 10-Q we have filed or will file hereafter. Except as required by law, we undertake no obligation to update any forward-looking statements appearing in this release.
Contacts:
| Media | Investors |
| Christian Glazar | Pravesh Khandelwal |
| Sr. Director, Corporate Communications | VP, Head of Investor Relations |
| 908-821-6922 | 551-264-6547 |
| Contact Media Relations | Contact IR |
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Forward Looking Statement
The information included on this website and other information provided from time to time through webcasts, conference calls, securities analyst meetings, road show presentations, investor conferences, transcripts, newsletters and similar events and communications contains “forward-looking statements”, as that term is defined in the Private Securities Litigation Reform Act of 1995 and other securities laws, based on current expectations and assumptions that involve risks and uncertainties. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of embecta may differ materially from those expressed or implied by such forward-looking statements and assumptions.These statements use words such as "will," "plan," "expect," "anticipate," "estimate," "next," "project," "potential," "continue," "expand" and "grow" and other words of similar meaning in conjunction with, among other things, discussions of future operations and financial performance and statements regarding our business strategy, impact of mergers and acquisitions,future product development, regulatory clearances and approvals, competitive position and expenditures.These statements are based on current assumptions and expectations of future events at the time they are made and thus are inherently subject to uncertainty.
All such statements are based upon current expectations of embecta and involve a number of business risks and uncertainties. Actual results could vary materially from anticipated results described, implied or projected in any forward-looking statement. Many of these risks and uncertainties are beyond the company's control. For a discussion of certain factors that could cause our actual results to differ from our expectations in any forward-looking statements see our latest Annual Report on Form 10-K and other filings with the SEC. embecta expressly disclaims any undertaking to update or revise any forward looking statements set forth herein to reflect events or circumstances after the date hereof, except as required by applicable law or regulation.