UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.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): ~~February~~March 255, 2025

Berry Global Group, Inc.

(Exact name of Registrant as specified in its charter)

Delaware		001-35672		20-5234618
(State of incorporation)		(Commission File ~~No.~~Number)		(IRS Employer Identification No.)

101 Oakley Street

Evansville, Indiana 47710

(Address of principal executive offices)

Registrant’s telephone number: (812) 424-2904

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.01 par value		BERY		NYSE

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:

¨x 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))

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.~~07.~~01 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders.~~Agreement

AtOn ~~the~~March ~~special~~5, ~~meeting~~2025, ~~of stockholders~~Berry Global Group, Inc. (the “~~Special~~Company” ~~Meeting~~or “Berry”) ~~held~~and onAmcor ~~February~~plc ~~25,~~(“Amcor”) ~~2025~~announced that, ~~the~~in ~~stockholders~~connection ofwith ~~Berry~~Amcor’s ~~Global~~previously announced ~~Group,~~consent ~~Inc.~~solicitations (the “~~Company~~Consent Solicitations”) ~~voted~~ onfrom the ~~following~~holders ~~proposals,~~of ~~which~~the ~~are~~1.50% ~~described~~First inPriority ~~more~~Senior ~~detail~~Secured Notes indue ~~the~~2027, ~~definitive~~1.65% ~~proxy~~First ~~statement~~Priority ~~filed~~Senior bySecured ~~the~~Notes ~~Company~~due ~~with~~2027, ~~the~~5.50% ~~Securities and~~First ~~Exchange~~Priority ~~Commission~~Senior onSecured ~~January~~Notes 23due 2028, ~~2025~~5.800% ~~(the~~First ~~“Proxy~~Priority Senior ~~Statement”):~~Secured ~~(i)~~Notes adue ~~proposal~~2031 toand ~~adopt~~5.650% ~~the~~First ~~Agreement~~Priority ~~and~~Senior ~~Plan~~Secured ofNotes ~~Merger, dated~~due as2034 ~~of November 19~~(collectively, ~~2024,~~the by“Notes”; and ~~among the Company~~each, a ~~Amcor~~“series ~~plc~~of ~~(“Amcor~~Notes”), ~~and~~issued ~~Aurora~~by ~~Spirit~~Berry Global, Inc. (the “Issuer”), ana wholly-owned subsidiary of ~~Amcor~~the Company, asthe requisite itconsents ~~may~~had bebeen ~~amended~~received ~~from~~to ~~time~~adopt certain Proposed Amendments (as defined herein) to ~~time~~the indenture governing each series of Notes (collectively, the “~~Merger Agreement~~Indentures” and, ~~such~~each ~~proposal~~individually, ~~the~~an “~~Merger Proposal~~Indenture”)~~, (ii)~~. aThe ~~proposal~~Proposed toAmendments ~~approve~~provide that, onin athe ~~non-binding,~~event ~~advisory~~that ~~basis~~Amcor, ~~the~~in ~~compensation~~its ~~that~~sole ~~may~~discretion, beprovides ~~paid~~an orunconditional ~~become~~guarantee ~~payable~~of to the ~~Company~~Issuer’s ~~named~~ ~~executive~~payment ~~officers~~obligations ~~that~~with respect isto ~~based~~a onseries orof ~~otherwise~~Notes, ~~relates~~(i) to the ~~transactions~~liens ~~contemplated~~on byall of the ~~Merger~~collateral ~~Agreement~~of (the ~~“Advisory Compensation~~Issuer ~~Proposal”),~~granted ~~and~~to ~~(iii)~~secure asuch ~~proposal~~series toof ~~approve~~Notes ~~the~~will ~~adjournment~~be released upon request of the ~~Special~~Issuer ~~Meeting,~~(the if“Lien ~~necessary~~Release orAmendment”) ~~appropriate,~~and ~~including to~~(ii) ~~solicit~~the ~~additional~~guarantee ~~proxies~~of ifsuch ~~there~~series ~~are~~of ~~insufficient~~Notes ~~votes~~provided atby the ~~time~~Company will ofbe ~~the~~automatically ~~Special~~released ~~Meeting~~(together towith ~~approve~~ the ~~Merger~~Lien ~~Proposal~~Release (Amendment, the “~~Adjournment Proposal~~Proposed Amendments”). ~~The final voting results for such proposals were as follows:~~

The Consent Solicitations were conducted in connection with the Company’s previously announced merger (the “Merger”) ~~Proposal~~with ~~was~~Amcor, ~~approved~~pursuant to the Agreement and Plan of Merger, ~~with~~dated as of November 19, 2024 (the “Merger Agreement”). The obligations of the Company, Amcor and the other parties to the Merger Agreement to consummate ~~following~~the ~~votes~~Merger ~~cast~~in ataccordance with the ~~Special~~terms ~~Meeting:~~thereof are not conditioned on a successful completion of the Consent Solicitations.

Votes For		Votes Against		Abstentions
95,065,449		1,588,182		52,005

The Consent Solicitations expired at 5:00 p.m., New York City time, on March 5, 2025 (the “Expiration Date”). In connection with the Consent Solicitations, on March 5, 2025, the Issuer and U.S. Bank Trust Company, National Association, as trustee and collateral agent entered into supplemental indentures (collectively, the “Supplemental Indentures” and each individually, a “Supplemental Indenture”) to each Indenture to effect the Proposed Amendments. Each Supplemental Indenture became effective immediately upon execution thereof and is binding on all holders of such series of Notes, including those who did not deliver a consent by the Expiration Date. However, the consent payments with respect to such series of Notes will only be paid to holders who have validly delivered (and not validly revoked) consents, and will not be paid until the consummation of the Merger, if the Merger is consummated, and the Proposed Amendments with respect to such series of Notes will become operative only if the Amcor makes such consent payments. Amcor expects to pay the consent payments upon consummation of the Merger, if the Merger is consummated.

The ~~Advisory~~foregoing ~~Compensation~~description ~~Proposal~~of ~~was~~the ~~approved,~~Proposed Amendments ~~with~~and the ~~following~~Supplemental ~~votes~~Indentures ~~cast~~are atnot complete and are qualified in their entirety by reference to the ~~Special~~Supplemental ~~Meeting:~~Indentures, copies of which are filed as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.

Votes For		Votes Against		Abstentions
60,400,526		36,184,465		120,645

Item 3.03

Material Modification of Rights to Security Holders

The ~~Adjournment~~information ~~Proposal~~set ~~was~~forth ~~approved,~~in ~~with~~Item 1.01 is incorporated ~~the~~by ~~following~~reference ~~votes~~herein ~~cast~~as atsuch ~~the~~information ~~Special~~relates ~~Meeting:~~to the Notes.

Votes For		Votes Against		Abstentions
89,920,225		6,669,337		116,074

Item 7.01

Regulation FD Disclosure

~~Adjournment of~~On March 5, 2025, the ~~Special~~Company ~~Meeting~~and ~~was~~Amcor ~~not~~issued a ~~necessary~~joint orpress ~~appropriate~~release ~~because~~announcing ~~there~~the ~~were~~expiration ~~sufficient~~and ~~votes~~final atresults of the ~~time~~Consent Solicitations. A copy of the ~~Special~~joint ~~Meeting~~press torelease ~~approve~~is attached ~~the~~as ~~Merger~~Exhibit ~~Proposal~~99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 7.01.

The information contained in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number		Description of Exhibit

4.1		First Supplemental Indenture, dated March 5, 2025, between Berry Global, Inc. and U.S. Bank Trust Company, National Association, relating to the 1.50% First Priority Senior Secured Notes due 2027.
4.2		Second Supplemental Indenture, dated March 5, 2025, between Berry Global, Inc. and U.S. Bank Trust Company, National Association, relating to 1.65% First Priority Senior Secured Notes due 2027.
4.3		Second Supplemental Indenture, dated March 5, 2025, between Berry Global, Inc. and U.S. Bank Trust Company, National Association, relating to the 5.50% First Priority Senior Secured Notes due 2028.
4.4		First Supplemental Indenture, dated March 5, 2025, between Berry Global, Inc. and U.S. Bank Trust Company, National Association, relating to the 5.800% First Priority Senior Secured Notes due 2031.
4.5		Second Supplemental Indenture, dated March 5, 2025, between Berry Global, Inc. and U.S. Bank Trust Company, National Association, relating to the 5.650% First Priority Senior Secured Notes due 2034.
99.1		Press Release, dated March 5, 2025, issued by Berry Global Group, Inc. and Amcor plc.
104		Cover Page Interactive Data File-Embedded within the inline XBRL document.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains certain ~~statements~~ statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Some of these forward-looking statements can be identified by words like “anticipate,” “approximately,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “outlook,” “plan,” “potential,” “possible,” “predict,” “project,” “target,” “seek,” “should,” “will,” or “would,” ~~the~~ the negative of these words, other terms of similar meaning or the use of future dates. Such statements, including ~~projections~~statements as to ~~the anticipated~~ ~~benefits of~~ the ~~proposed~~satisfaction ~~transaction, the impact~~ of ~~the~~any ~~proposed~~conditions ~~transaction~~relating onto ~~Berry’s and Amcor’s business and future financial and operating results and prospects,~~ the ~~amount~~payment ~~and timing~~ of ~~synergies~~any ~~from~~consent ~~the~~payments ~~proposed transaction, the terms~~ and ~~scope of~~ the ~~expected financing~~potential inconsummation ~~connection with the proposed transaction, the aggregate amount~~ of ~~indebtedness of~~ the ~~combined~~Merger ~~company following the closing of the proposed transaction and the closing date for the proposed transaction,~~ are based on the current estimates, assumptions and projections of the management of Berry and Amcor, and are qualified by the inherent risks and uncertainties surrounding future expectations generally, all of which are subject to change. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties, many of which are beyond Berry’s and Amcor’s control. None of Berry, Amcor or any of their respective directors, executive officers, or advisors, provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur, or if any of them do occur, what impact they will have on the business, results of operations or financial condition of Berry or Amcor. Should any risks and uncertainties develop into actual events, these developments could have a material adverse effect on Berry’s and Amcor’s businesses, the proposed ~~transaction~~Merger and the ability to successfully complete the proposed Merger ~~transaction~~ and realize its expected benefits. Risks and uncertainties that could cause results to differ from expectations include, but are not limited to, the occurrence of any event, change or other circumstance that could give rise to the termination of the ~~merger agreement~~Merger Agreement; the risk that the conditions to the completion of the proposed ~~transaction~~Merger (including regulatory approvals) are not satisfied in a timely manner or at all; the risks arising from the integration of the Berry and Amcor businesses; the risk that the anticipated benefits of the proposed ~~transaction~~Merger may not be realized when expected or at all; the risk of unexpected costs or expenses resulting from the proposed ~~transaction~~Merger; the risk of litigation related to the proposed ~~transaction~~Merger; the risks related to disruption of management’s time from ongoing business operations as a result of the proposed ~~transaction~~Merger; the risk that the proposed ~~transaction may~~Merger may have an adverse effect on the ability of Berry and Amcor to retain key personnel and customers; general economic, market and social developments and conditions; the evolving legal, regulatory and tax regimes under which Berry and Amcor operate; potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed ~~transaction~~Merger that could affect Berry’s and/or Amcor’s financial performance; and other risks and uncertainties identified from time to time in Berry’s and Amcor’s respective filings with the Securities and Exchange Commission (the “SEC”), including the Proxy Statement ~~to be~~ filed with the SEC in connection with the proposed ~~transaction~~Merger. While the list of risks presented here ~~is,~~ and ~~the list of risks presented~~ in the Proxy Statement ~~will~~are ~~be,~~ considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties, and other risks may present significant additional obstacles to the realization of forward-looking statements. Forward-looking statements included herein are made only as of the date hereof and neither Berry nor Amcor undertakes any obligation to update any forward-looking statements, or any other information in this communication, as a result of new information, future developments or otherwise, or to correct any inaccuracies or omissions in them which become apparent. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement.

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.

~~Date:~~March ~~February 26~~5, 2025

	Berry Global Group, Inc.

	By:	/s/ Jason K. Greene
	Name:	Jason K. Greene
	Title:	Executive Vice President, Chief Legal Officer and Secretary

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