[Form 4] Amcor plc Insider Trading Activity

Rhea-AI Filing Summary

Peter Konieczny, listed as Chief Executive Officer and director of Amcor plc (AMCR), reported transactions dated 09/15/2025. The filing shows a disposition of 476,643 ordinary shares (non-derivative). On the same date the reporting person acquired derivative awards: 76,473 restricted stock units vesting 09/15/2027; an award of 3,910,738 employee stock options with an exercise price of $8.28, exercisable from 09/15/2028 and expiring 09/15/2035; and 238,517 restricted stock units that vest ratably over the first three anniversaries of the grant. Each restricted stock unit represents a contingent right to one ordinary share upon vesting. The form is signed by an attorney-in-fact on 09/17/2025.

Positive

• Significant long-term equity awards granted to the CEO (options and RSUs) that vest over multiple years, supporting executive retention.
• Employee stock options have a defined exercise price ($8.28) and long expiry (09/15/2035), aligning incentives with long-term performance.

Negative

• Disposition of 476,643 ordinary shares reported, which reduces the insider's immediate shareholding.
• Large potential future dilution from 3,910,738 options and 314,990 RSUs underlying ordinary shares if settled or exercised.

Insights

Corporate Governance Expert

TL;DR: Insider received substantial long-dated equity awards while reporting a significant share disposal; governance implications depend on policy context.

The filing documents a large grant of long-dated employee stock options and restricted stock units to the CEO alongside a reported disposal of 476,643 ordinary shares. The options have a low exercise price of $8.28 and a long term to expiration (2035), which aligns executive incentives with multi-year performance. The restricted stock units include time-based vesting, with a tranche vesting in 2027 and another vesting ratably over three years, indicating retention-focused design. The simultaneous share disposition is notable for governance review; without plan details or reasons for the sale, this Form 4 alone does not explain whether the sale was routine, pre-arranged, or for other purposes.

Financial Analyst

TL;DR: Large equity awards materially increase potential future dilution while reported sale reduces current insider shareholding.

The CEO acquired derivative awards totaling 4,225,728 underlying ordinary shares (sum of RSUs and options), with options exercisable from 2028 and expiring in 2035 and RSUs vesting through 2027 and thereafter. Such awards could create substantial future dilution if exercised or settled in shares, depending on company-wide grant practices and outstanding share count. The reported disposal of 476,643 ordinary shares lowers immediate insider ownership but the grants largely offset that change on a potential-diluted basis. This Form 4 provides transaction counts and prices but does not disclose the reporting person's total percentage ownership of the company, limiting quantitative impact assessment.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Konieczny Peter

(Last) (First) (Middle)

83 TOWER ROAD NORTH

(Street)

WARMLEY, BRISTOL X0 BS30 8XP

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Amcor plc [ AMCR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares								476,643	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	09/15/2025		A		76,473		09/15/2027	09/15/2027	Ordinary Shares	76,473	$0	76,473	D
Employee Stock Options	$8.28	09/15/2025		A		3,910,738		09/15/2028	09/15/2035	Ordinary Shares	3,910,738	$0	3,910,738	D
Restricted Stock Units	(1)	09/15/2025		A		238,517		(2)	(2)	Ordinary Shares	238,517	$0	238,517	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one ordinary share of Amcor upon vesting of the restricted stock units.

2. The restricted stock units vest ratably on each of the first three anniversaries of the grant date.

	/s/ Damien Clayton, Attorney-in-Fact	09/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transactions did AMCR CEO Peter Konieczny report on the 09/15/2025 Form 4?

The filing reports a disposition of 476,643 ordinary shares and acquisitions of derivative awards: 76,473 RSUs vesting 09/15/2027, 3,910,738 employee stock options at $8.28 exercise price exercisable from 09/15/2028 to 09/15/2035, and 238,517 RSUs vesting ratably over three years.

How many total derivative shares are underlying the awards in the AMCR Form 4?

The filing shows derivative awards underlying a total of 4,225,728 ordinary shares (3,910,738 options plus 315, - represented as 76,473 and 238,517 RSUs).

What is the exercise price and expiration of the Amcor (AMCR) options reported?

The employee stock options have an exercise price of $8.28, are exercisable beginning 09/15/2028, and expire on 09/15/2035.

When do the restricted stock units reported for AMCR vest?

One RSU tranche of 76,473 vests on 09/15/2027; another tranche of 238,517 vests ratably over the first three anniversaries of the grant date.

Who signed the Form 4 for Peter Konieczny and when was it signed?

The Form 4 is signed by an attorney-in-fact, /s/ Damien Clayton, with a signature date of 09/17/2025.