02/03/2026 | Press release | Distributed by Public on 02/03/2026 12:49
|
FORM 3
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
|
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Stock Units | (1) | (1) | Common Stock, Par Value $.01 | 236 | (2) | D | |
| Restricted Stock Units | (3) | (3) | Common Stock, Par Value $.01 | 8 | (2) | D | |
| Restricted Stock Units | (4) | (4) | Common Stock, Par Value $.01 | 191 | (2) | D | |
| Restricted Stock Units | (5) | (5) | Common Stock, Par Value $.01 | 378 | (2) | D | |
| Restricted Stock Units | (6) | (6) | Common Stock, Par Value $.01 | 7 | (2) | D | |
| Restricted Stock Units | (7) | (7) | Common Stock, Par Value $.01 | 282 | (2) | D | |
| Restricted Stock Units | (8) | (8) | Common Stock, Par Value $.01 | 594 | (2) | D | |
| Restricted Stock Units | (9) | (9) | Common Stock, Par Value $.01 | 2,857 | (2) | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Maile Erin 9335 HARRIS CORNERS PARKWAY SUITE 300 CHARLOTTE, NC 28269 |
EVP, CAO | |||
| /s/ Laura A. Jones, Attorney-in-fact | 02/03/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents unvested RSUs awarded to the reporting person by Berry Global in 2022 that were converted to Magnera RSUs per the terms of the Transaction. 233 shares vested on 11/25/2024 and 233 shares vested on 11/25/2025. 236 shares are scheduled to vest on 11/25/2026. |
| (2) | Not applicable to this transaction. RSUs have no value until all restrictions lapse on the final vesting date. |
| (3) | Represents unvested Dividend Equivalent Rights accumulated on the Berry Global 2022 RSU award that were converted to Magnera RSUs per the terms of the Transaction. 6 shares vested on 11/25/2024 and 6 shares vested on 11/25/2025. 8 shares are scheduled to vest on 11/25/2026. |
| (4) | Represents unvested Non-Qualified Stock Options awarded to the reporting person by Berry Global in 2022 that were converted to Magnera RSUs per the terms of the Transaction. 188 shares vested on 11/25/2024 and 188 shares vested on 11/25/2025. 191 shares are scheduled to vest on 11/25/2026. |
| (5) | Represents unvested RSUs awarded to the reporting person by Berry Global in 2023 that were converted to Magnera RSUs per the terms of the Transaction. 189 shares vested on 11/20/2024 and 189 shares vested on 11/20/2025. 189 shares are scheduled to vest each on 11/20/2026 and 11/20/2027. |
| (6) | Represents unvested Dividend Equivalent Rights accumulated on the Berry Global 2023 RSU award that were converted to Magnera RSUs per the terms of the Transaction. 2 shares vested on 11/20/2024 and 2 shares vested on 11/20/2025. 2 shares are scheduled to vest on 11/20/2026 and 5 shares are scheduled to vest on 11/20/2027. |
| (7) | Represents unvested Non-Qualified Stock Options awarded to the reporting person by Berry Global in 2023 that were converted to Magnera RSUs per the terms of the Transaction. 140 shares vested on 11/20/2024 and 140 shares vested on 11/20/2025. 140 shares are scheduled to vest on 11/20/2026 and 142 shares are scheduled to vest on 11/20/2027. |
| (8) | Represents the FY2025 Annual RSU grant. 296 shares vested on 11/4/2025. 297 shares are scheduled to vest on each of 11/4/2026 and 11/4/2027. |
| (9) | Represents the FY2026 Annual RSU grant, which vests one-third 11/14/2026, one-third 11/14/2027 and one-third 11/14/2028. This grant vests in full, and all restrictions lapse, three years from the Grant Date. |
|
Remarks: On November 4, 2024, the Issuer completed its merger (the "Transaction") with a wholly owned subsidiary of Berry Global Group, Inc. (''Berry Global''). In connection with the Transaction, unvested equity awards held by transferring Berry Global employees were cancelled and replaced with Magnera RSUs pursuant to the terms of the Employee Matters Agreement. |
|