[8-K] Amcor plc Reports Material Event

Rhea-AI Filing Summary

Amcor plc reports that its subsidiary Amcor UK Finance plc has issued €750,000,000 of 3.200% Guaranteed Senior Notes due 2029 and €750,000,000 of 3.750% Guaranteed Senior Notes due 2033 under an existing shelf registration. These senior unsecured notes are fully and unconditionally guaranteed on a senior unsecured basis by Amcor and several affiliated companies, including Berry Global Group, Inc. and Berry Global, Inc.

Amcor expects net proceeds of approximately €1,488 million. It plans to use these funds to repay all or part of Berry Global, Inc.’s $1.525 billion 1.570% First Priority Senior Secured Notes due 2026 and, if any funds remain, to reduce commercial paper borrowings and other short- and long-term debt.

Insights

Corporate credit analyst

Amcor is refinancing near-term secured debt with new longer-dated euro notes.

The company, through Amcor UK Finance plc, has issued €750,000,000 of 3.200% notes due 2029 and €750,000,000 of 3.750% notes due 2033, all senior unsecured and fully guaranteed by Amcor and key affiliates. Net proceeds are about €1,488 million, indicating modest issuance costs relative to the total principal of €1,500 million.

Amcor intends to apply the proceeds primarily to repay Berry Global, Inc.’s $1.525 billion 1.570% First Priority Senior Secured Notes due 2026, with any remainder going to commercial paper and other debt. This shifts part of the group’s capital structure from secured, nearer-term U.S. dollar debt toward unsecured, longer-dated euro notes, which may affect interest expense, maturity profile and collateral structure.

The transaction terms, including the guarantees and note mechanics, are governed by an Indenture and related agency and underwriting agreements executed on November 17, 2025 and November 12, 2025. Future financial statements and debt disclosures will show how the refinancing changes total leverage, interest costs and currency mix once the repayments are completed.

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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): November 17, 2025 (November 12, 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 1.01 Entry into a Material Definitive Agreement.

On November 12, 2025, Amcor UK Finance plc (the “Issuer”), Amcor plc (“Amcor”), Amcor Group Finance plc (“AGF”), Amcor International UK plc (“AIUK”), Amcor Flexibles North America, Inc. (“AFNA”), Amcor Finance (USA), Inc. (“AFUI”), Berry Global Group, Inc. (“BGGI”), and Berry Global, Inc. (“BGI”, and, together with Amcor, AGF, AIUK, AFNA, AFUI and BGGI, the “Guarantors”) completed the offer and sale by the Issuer of €750,000,000 aggregate principal amount of its 3.200% Guaranteed Senior Notes due 2029 (the “2029 Notes”) and €750,000,000 aggregate principal amount of its 3.750% Guaranteed Senior Notes due 2033 (the “2033 Notes” and, together with the 2029 Notes, the “Notes”), under the Registration Statement on Form S-3 (File No. 333-288681).

The Notes are senior unsecured obligations of the Issuer and each Guarantor provided a full and unconditional guarantee of the Notes on a senior unsecured basis pursuant to the Indenture (as defined below) (the “Guarantee” and together with the Notes, the “Securities”). The Securities were issued pursuant to an Indenture (the “Indenture”), dated as of November 17, 2025, among the Issuer, the Guarantors, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), together with the officer’s certificates, each dated November 17, 2025 (the “Officer’s Certificates”), delivered pursuant to the Indenture establishing the terms of the Notes. Pursuant to an Agency Agreement dated as of November 17, 2025 (the “Agency Agreement”) relating to the Notes, the Issuer has appointed U.S. Bank Europe DAC, UK Branch, to act as paying agent for the Notes and U.S. Bank Trust Company, National Association to act as registrar and transfer agent for the Notes.

Interest on the 2029 Notes will be payable in arrears on November 17 of each year, commencing on November 17, 2026. The 2029 Notes will mature on November 17, 2029.

Interest on the 2033 Notes will be payable in arrears on February 20 of each year, commencing with a short first coupon on February 20, 2026. The 2033 Notes will mature on February 20, 2033.

The net proceeds from the sale of the Securities after deducting the underwriting discount and estimated offering expenses payable by Amcor are expected to be approximately €1,488 million. Amcor intends to use the net proceeds from the sale of the Securities to repay either all or a portion of Berry Global, Inc.’s $1.525 billion 1.570% First Priority Senior Secured Notes due 2026 and the remainder, if any, to repay a portion of Amcor’s commercial paper borrowings and for general corporate purposes, which may include the repayment of other short- and long-term debt.

The foregoing summary of the Indenture, the Agency Agreement, the Officer’s Certificates and the forms of the Notes does not purport to be complete and is qualified in its entirety by reference to the texts of such documents, which are filed as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6, respectively, to this Current Report on Form 8-K and incorporated by reference herein. The legal opinions and consents relating to the issuance and sale of the Securities are attached as Exhibits 5.1 through 5.4 and Exhibits 23.1 through 23.4, respectively, to this Current Report on Form 8-K.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information provided under Item 1.01 of this Current Report on Form 8-K regarding the Indenture, the Officer’s Certificates and the Notes is incorporated by reference into this Item 2.03.

Item 8.01. Other Events.

On November 12, 2025, the Issuer and the Guarantors entered into an Underwriting Agreement (the “Underwriting Agreement”) with the several underwriters named in Schedule 1 thereto, with respect to the offer and sale by the Issuer of €750,000,000 aggregate principal amount of the 2029 Notes and €750,000,000 aggregate principal amount of the 2033 Notes.

The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the text of such document, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
1.1*		Underwriting Agreement, dated November 12, 2025, among Amcor UK Finance plc, Amcor plc, Amcor Group Finance plc, Amcor International UK, plc, Amcor Flexibles North America, Inc., Amcor Finance (USA), Inc., Berry Global Group, Inc., Berry Global, Inc. and the several underwriters named in Schedule 1 thereto.
4.1		Indenture, dated as of November 17, 2025, among Amcor UK Finance plc, Amcor plc, Amcor Finance (USA), Inc., Amcor Group Finance plc, Amcor International UK, plc, Amcor Flexibles North America, Inc., Berry Global Group, Inc., Berry Global, Inc. and U.S. Bank Trust Company, National Association, as trustee (including the guarantees).
4.2*		Agency Agreement, dated as of November 17, 2025, among Amcor UK Finance plc, as issuer, U.S. Bank Europe DAC, UK Branch, as paying agent, and U.S. Bank Trust Company, National Association, as transfer agent, registrar and trustee.
4.3		Officer’s Certificate of Amcor UK Finance plc, dated November 17, 2025.
4.4		Officer’s Certificate of Amcor UK Finance plc, dated November 17, 2025.
4.5		Form of 3.200% Guaranteed Senior Note due 2029.
4.6		Form of 3.750% Guaranteed Senior Note due 2033.
5.1		Opinion of Perkins Coie LLP.
5.2		Opinion of Herbert Smith Freehills Kramer LLP.
5.3		Opinion of Bryan Cave Leighton Paisner LLP.
5.4		Opinion of Ogier (Jersey) LLP.
23.1		Consent of Perkins Coie LLP (included in Exhibit 5.1 hereto).
23.2		Consent of Herbert Smith Freehills Kramer LLP (included in Exhibit 5.2 hereto).
23.3		Consent of Bryan Cave Leighton Paisner LLP (included in Exhibit 5.3 hereto).
23.4		Consent of Ogier (Jersey) LLP (included in Exhibit 5.4 hereto).
104		Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document.

* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Amcor hereby undertakes to supplementally furnish copies of any omitted schedules and exhibits to the Securities and Exchange Commission upon request.

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.

AMCOR PLC
By:	/s/ Damien Clayton
	Name: Damien Clayton
	Title: Company Secretary

Dated: November 17, 2025

FAQ

What did AMCR announce in this Form 8-K filing?

Amcor plc announced that Amcor UK Finance plc completed the offer and sale of €750,000,000 3.200% Guaranteed Senior Notes due 2029 and €750,000,000 3.750% Guaranteed Senior Notes due 2033, all guaranteed on a senior unsecured basis by Amcor and specified affiliates.

How much did Amcor raise from the new euro notes and at what rates?

Amcor UK Finance plc issued a total of €1,500,000,000 in Guaranteed Senior Notes, split between 3.200% notes due 2029 and 3.750% notes due 2033. The expected net proceeds after underwriting discounts and estimated expenses are approximately €1,488 million.

What will AMCR use the euro note proceeds for?

Amcor intends to use the net proceeds to repay all or a portion of Berry Global, Inc.’s $1.525 billion 1.570% First Priority Senior Secured Notes due 2026. Any remaining funds are expected to repay a portion of Amcor’s commercial paper borrowings and for general corporate purposes, including repayment of other short- and long-term debt.

Who guarantees the new Amcor UK Finance plc notes?

The notes are senior unsecured obligations of Amcor UK Finance plc and are fully and unconditionally guaranteed on a senior unsecured basis by Amcor plc, Amcor Group Finance plc, Amcor International UK plc, Amcor Flexibles North America, Inc., Amcor Finance (USA), Inc., Berry Global Group, Inc. and Berry Global, Inc.

When do the new Amcor notes pay interest and mature?

Interest on the 2029 Notes is payable annually in arrears on November 17, starting November 17, 2026, with maturity on November 17, 2029. Interest on the 2033 Notes is payable annually in arrears on February 20, beginning with a short first coupon on February 20, 2026, and these notes mature on February 20, 2033.

Under what documentation were the AMCR notes issued?

The notes were issued under an Indenture dated November 17, 2025 among the issuer, the guarantors and U.S. Bank Trust Company, National Association, as trustee. Related agreements include an Agency Agreement with U.S. Bank Europe DAC, UK Branch as paying agent and an Underwriting Agreement dated November 12, 2025 with several underwriters.