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~~January 2829, ~~2025~~2026

Magnera Corporation

(Exact name of registrant as specified in its charter)


Pennsylvania	001-03560	23-0628360
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

9335 Harris Corners Pkwy, Ste 300, Charlotte, North Carolina		28269
(Address of principal executive offices)		(Zip Code)


Registrant’s telephone number, including area code:	866-744-7380

(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:

☐ 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 Securities Exchange Act of 1934:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	MAGN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company in 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. ☐

1Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 29, 2026, Erin Maile was appointed by the Board of Directors of Magnera Corporation (the “Company”) as Executive Vice President, Chief Accounting Officer, effective February 2, 2026. ~~Item~~ In 8this capacity, Ms.~~01 Other~~ ~~Items~~Maile will serve as the Company’s principal accounting officer.

~~Magnera~~Ms. ~~Corporation~~Maile, ~~(the~~34, ~~“Company”)~~previously ~~expects~~served toas ~~hold its~~the ~~annual~~Company’s ~~meeting~~Vice ofPresident, Finance, ~~shareholders~~Corporate ~~(the~~Controller ~~“Annual~~since ~~Meeting”)~~November ~~on March 9~~4, ~~2026~~2024. Prior ~~All other~~to ~~relevant~~her ~~information~~employment ~~concerning~~with the ~~Annual~~Company, ~~Meeting will be included in~~she ~~the~~was ~~proxy~~employed ~~statement~~by ~~relating~~Berry toGlobal, ~~the~~Inc. ~~Annual Meeting~~ (~~the~~ “~~Proxy Statement~~Berry”)~~, which~~ ~~will~~as beDirector ~~filed~~of ~~with~~Corporate Accounting ~~the Securities~~ and ~~Exchange~~External ~~Commission~~Reporting and ~~become available~~had topositions ~~the Company’s shareholders at a later date. Due to the expected date~~ of ~~the Annual Meeting, the Company is providing the due date for~~increasing ~~submission~~responsibilities ofwith ~~any~~Berry ~~qualified~~since ~~shareholder~~joining ~~proposal~~in orJanuary ~~qualified shareholder nominations~~2017.

~~Shareholders~~There ~~who~~are ~~intend~~no toarrangements or ~~have~~understandings abetween ~~proposal~~Ms. ~~considered for~~Maile ~~inclusion~~and inany ~~the~~other ~~Proxy~~person ~~Statement~~ pursuant to ~~Rule~~which ~~14a-8 of the Securities Exchange~~she ~~Act~~was ~~(the~~selected ~~“Exchange~~as ~~Act”)~~an officer, ~~must~~and ~~submit~~there ~~the~~are ~~proposal~~no infamily ~~writing~~relationships tobetween ~~the Company’s~~Ms. ~~corporate~~Maile ~~secretary~~and noany ~~later~~of ~~than a reasonable time before~~ the Company’s ~~begins to~~directors ~~print~~or ~~and~~executive ~~send~~officers. Ms. ~~its~~Maile ~~proxy~~has ~~materials~~no todirect ~~shareholders.~~or ~~The~~indirect ~~Company will~~material ~~consider~~interest in any ~~proposal~~existing ~~received on~~ or ~~before~~currently ~~December~~proposed 9,transaction ~~2025,~~that towould ~~have been~~require ~~received~~disclosure aunder ~~reasonable~~item ~~time~~404(a) ~~before~~of itRegulation ~~expects to begin to print and send its proxy materials~~S-K.

~~Shareholders~~The ~~who~~Company ~~wish~~provided toMs. Maile ~~bring~~ a ~~director~~term ~~nomination or~~sheet ~~shareholder~~setting ~~proposal~~forth ~~(other~~the ~~than~~general byterms ~~means~~ of ~~inclusion~~her ofemployment aas ~~shareholder~~its ~~proposal~~Executive inVice President, Chief Accounting Officer (the ~~proxy~~“Term ~~materials~~Sheet”). Ms. ~~under~~Maile ~~Rule~~will ~~14a-8~~receive an annual base salary of ~~the~~USD ~~Exchange~~$275,000. She ~~Act)~~will ~~before~~be eligible to receive annual short-term incentive awards at the ~~Annual~~target ~~Meeting~~amount of $123,750 (45% ~~must~~of ~~deliver~~her ~~notice~~base ~~thereof~~salary). Ms. inMaile ~~proper~~will also ~~written~~be ~~form~~eligible to receive long-term incentive awards under the Company’s long-term ~~corporate~~incentive ~~secretary~~plan inat ~~accordance~~an ~~with~~annual ~~the~~target ~~Company’s~~amount ~~Amended~~of ~~and Restated~~$200,000. Ms. ~~Bylaws~~Maile (will be required to comply with the Company’s ~~“Bylaws”)~~share noownership ~~later~~guidelines ~~than~~for ~~December~~senior 9executives, ~~2025,~~as ~~which~~well isas ~~the ninetieth~~other ~~(90th)~~Company ~~day~~policies ~~prior~~applicable to ~~the~~senior ~~Annual Meeting~~executives.

Ms. Maile will participate in the Company’s Executive Severance Plan that has “double trigger” provisions for severance in the event of a change in control. Pursuant to the Executive Severance Plan, if Ms. Maile resigns for good reason or her employment is terminated by the Company without cause or within two years after a change in control, Ms. Maile will be eligible to receive severance equal to two times the sum of her base salary and target bonus. Additionally, Ms. Maile’s unvested equity awards will immediately become fully vested. If Ms. Maile’s employment is terminated by the Company without cause, not in connection with a change in control, Ms. Maile will be eligible to receive severance equal to twelve months of her base salary and target bonus.

The foregoing summary of Ms. Maile’s Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Sheet, a copy of which will be filed with the Securities and Exchange Commission as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 27, 2026.


Item 9.01	Financial Statements and Exhibits.

d) Exhibits.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

Magnera Corporation

November 28, 2025	By:	/s/ Jill L. Urey
February 3, 2026	By:	/s/ Jill L. Urey
		Jill L. Urey
		Executive Vice President, General Counsel and Corporate Secretary

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