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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):
October 2, 2025
AMCOR
PLC
(Exact
name of registrant as specified in its charter)
| Jersey |
001-38932 |
98-1455367 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 83 Tower Road North |
|
| Warmley, Bristol |
|
| United Kingdom |
BS30 8XP |
| (Address of principal executive offices) |
(Zip Code) |
+44 117 9753200
(Registrant’s
telephone number, including area code)
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 Act:
| Title
of each class |
Trading
symbol(s) |
Name
of each exchange on which registered |
| Ordinary Shares, par value $0.01 per share |
AMCR |
New
York Stock Exchange |
| 1.125%
Guaranteed Senior Notes Due 2027 |
AUKF/27 |
New
York Stock Exchange |
| 5.450% Guaranteed Senior Notes Due 2029 |
AMCR/29 |
New York Stock Exchange |
| 3.950% Guaranteed Senior Notes Due 2032 |
AMCR/32 |
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 8.01. Other Events.
As previously
disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 30,
2025, on April 30, 2025 Amcor plc (“Amcor”) completed its previously announced merger (the “Merger”) with
Berry Global Group, Inc. (“Berry”) pursuant to the Agreement and Plan of Merger, dated as of November 19, 2024 (the
“Merger Agreement”), by and among Amcor, Aurora Spirit, Inc., a wholly-owned subsidiary of Amcor (“Merger Sub”),
and Berry. Pursuant to the Merger Agreement, Merger Sub merged with and into Berry, with Berry surviving as a wholly-owned subsidiary
of Amcor (the “Merger”).
On July 14,
2025, Amcor filed a Current Report on Form 8-K/A with the SEC to provide, among other things, the unaudited pro forma condensed combined
financial statements of Amcor giving effect to the Merger as of and for the fiscal year ended June 30, 2024 and the nine months ended
March 31, 2025, and the related notes thereto.
Amcor is
filing this Current Report on Form 8-K to provide the unaudited pro forma condensed combined statement of income of Amcor giving
effect to the Merger for the fiscal year ended June 30, 2025, and the related notes thereto, as set forth in Item 9.01 of this Current
Report on Form 8-K. A pro forma condensed combined balance sheet of Amcor giving effect to the Merger as of June 30, 2025 is
not included in this Current Report on Form 8-K as the Merger is already reflected in Amcor’s audited consolidated balance
sheets as of June 30, 2025 included in its annual report on Form 10-K for the fiscal year ended June 30, 2025, filed with
the SEC on August 15, 2025.
Item 9.01. Financial Statements and Exhibits.
(b) Pro forma financial
information.
The unaudited pro forma condensed
combined statement of income of Amcor giving effect to the Merger for the fiscal year ended June 30, 2025, and the related notes
thereto, is filed as Exhibit 99.1 hereto and incorporated by reference herein.
(d) Exhibits.
| |
Exhibit Index |
Exhibit
No. |
Description |
| 99.1 |
Unaudited pro forma condensed combined statement of income for Amcor plc for the fiscal year ended June 30, 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.
| |
|
AMCOR PLC |
| |
|
|
|
| Date |
October 2, 2025 |
|
/s/ Damien Clayton |
| |
|
Name: |
Damien Clayton |
| |
|
Title: |
Company Secretary |
