Magnera EVP exercises RSUs, withholds shares for tax

Magnera Corp executive Jill L. Urey, EVP, General Counsel and Corporate Secretary, reported routine equity compensation activity.

Rhea-AI Filing Summary

Magnera Corp executive Jill L. Urey, EVP, General Counsel and Corporate Secretary, reported routine equity compensation activity. On February 24, 2026, she exercised 205 restricted stock units, converting them into an equal number of common shares at $13.03 per share.

To cover tax obligations related to this vesting, 68 common shares were disposed of through a tax-withholding transaction, rather than an open-market sale. After these transactions, Urey directly owned 4,084 shares of Magnera common stock. The RSUs were part of a 2023 long-term incentive grant that vested in three annual installments.

Insider Trade Summary

205 shares exercised/converted

Exercise 3 txns

Insider Urey Jill L.

Role EVP, GC & Corp Sec

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	205	$0.00	$0.00
Exercise	Common Stock, Par Value $.01	205	$13.03	$3K
Exercise Price or Tax Liability	Common Stock, Par Value $.01	68	$13.03	$886.04

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock, Par Value $.01 — 4,084 shares (Direct)

Footnotes (2)

1. F1. Not applicable to this transaction. RSUs have no value until all restrictions lapse on the final vesting date.
2. F2. This 2023 RSU LTIP grant vests one-third 02/24/2024, one-third 02/24/2025 and one-third 02/24/2026.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Magnera Corp (MAGN) report for Jill L. Urey?

Magnera Corp reported that executive Jill L. Urey exercised 205 restricted stock units into common shares and disposed of 68 shares for tax withholding. These transactions are part of routine equity compensation and reflect a derivative exercise and related tax-liability settlement.

How many Magnera (MAGN) shares does Jill L. Urey own after this Form 4?

After the reported transactions, Jill L. Urey directly owns 4,084 shares of Magnera common stock. Her holdings increased following the exercise of 205 restricted stock units, partially offset by the tax-withholding disposition of 68 shares on February 24, 2026.

What type of equity award did Jill L. Urey exercise at Magnera Corp (MAGN)?

Jill L. Urey exercised restricted stock units, converting 205 RSUs into 205 common shares. According to the footnotes, these RSUs are from a 2023 long-term incentive grant that vests in three equal annual installments ending February 24, 2026.

Was the Magnera (MAGN) insider share disposition an open-market sale?

The disposition was not an open-market sale. The 68 shares were surrendered in a tax-withholding transaction to satisfy tax liability arising from the RSU vesting and exercise, as indicated by transaction code “F” and its description on the Form 4.

What is the vesting schedule of Jill L. Urey’s 2023 RSU grant at Magnera (MAGN)?

The 2023 RSU long-term incentive grant vests in three equal parts: one-third on February 24, 2024, one-third on February 24, 2025, and one-third on February 24, 2026, according to the footnote included with the Form 4 filing.

What share price is associated with Jill L. Urey’s Magnera (MAGN) transactions?

The common stock transactions on February 24, 2026, are reported at a share price of $13.03. This price applies both to the 205 common shares received from the RSU conversion and to the 68 shares disposed of for tax withholding purposes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/26/2026 - 11:41 AM Learn about SEC filing dates

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
Estimated average burden
hours per response:			0.5

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^*

Urey Jill L.

(Last) (First) (Middle)

9335 HARRIS CORNERS PKWY

SUITE 300

(Street)

CHARLOTTE NC 28269

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Magnera Corp [ MAGN ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, GC & Corp Sec

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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
Common Stock, Par Value $.01	02/24/2026		M		205	A	$13.03	4,152	D
Common Stock, Par Value $.01	02/24/2026		F		68	D	$13.03	4,084	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	$0(1)	02/24/2026		M			205	02/24/2025(2)	02/24/2026	Common Stock, Par Value $.01	205	$0	0	D

Explanation of Responses:

1. Not applicable to this transaction. RSUs have no value until all restrictions lapse on the final vesting date.

2. This 2023 RSU LTIP grant vests one-third 02/24/2024, one-third 02/24/2025 and one-third 02/24/2026.

	/s/ Laura A. Jones, attorney-in-fact for Jill Urey	02/26/2026
	** 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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