Magnera Corp Form 4: 5,871 RSUs awarded to director Marnick

Rhea-AI Filing Summary

Magnera Corp (MAGN) reported a routine equity award for one of its directors. On 11/14/2025, director Samantha Marnick received 5,871 restricted stock units (RSUs) that are settled in Magnera common stock with a par value of $0.01 per share. The RSUs were granted at a price of $0, meaning no cash payment is required by the director to receive the shares upon vesting.

The award is described as a 2025 Prorated Director Award, intended to align the director equity schedule with the timing of the Annual Shareholder Meeting. It represents a prorated value of the Annual Director Award for the period between the 2024 RSU lapse reported on November 4, 2025, and the 2026 Annual Shareholder Meeting. The RSUs vest in full one year from the grant date, on 11/14/2026, after which the restrictions lapse and the units convert into shares of common stock.

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

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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^*

Marnick Samantha J.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2025

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

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)	11/14/2025		A		5,871(2)		11/14/2026(3)	11/14/2026	Common Stock, Par Value $.01	5,871	$0	5,871	D

Explanation of Responses:

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

2. To align the director equity schedule with the Annual Shareholders Meeting moving forward, this grant represents a prorated value of the Annual Director Award for the period between the 2024 RSU lapse reported on November 4, 2025 and the Annual Shareholder Meeting in 2026, at which time directors will be granted a full 2026 Annual Director Award upon their reelection.

3. This 2025 Prorated Director Award vests in full one year from the grant date.

	/s/ Laura A. Jones, attorney-in-fact for Samantha Marnick	11/18/2025
	** 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).
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FAQ

What equity award did Magnera Corp (MAGN) report for director Samantha Marnick?

Magnera Corp reported that director Samantha Marnick received a grant of 5,871 restricted stock units (RSUs) on 11/14/2025, each representing one share of Magnera common stock with a par value of $0.01.

When do the new RSUs granted to the Magnera (MAGN) director vest?

The 2025 Prorated Director Award of 5,871 RSUs vests in full one year from the grant date, on 11/14/2026. At that time, all restrictions lapse and the RSUs convert into common shares.

What is the exercise or purchase price for the Magnera Corp (MAGN) RSU grant?

The RSUs granted to the director have a price of $0, meaning the director does not pay cash to receive the underlying shares when the RSUs vest.

Why is the Magnera (MAGN) director award described as a prorated grant?

The filing states that the RSU grant is a prorated value of the Annual Director Award for the period between the 2024 RSU lapse reported on November 4, 2025, and the 2026 Annual Shareholder Meeting, to align the director equity schedule with that meeting date.

What type of security underlies the RSUs granted by Magnera Corp (MAGN)?

The RSUs are settled in Magnera common stock with a par value of $0.01 per share. Upon vesting, each RSU represents one share of this common stock.

Is the Magnera Corp (MAGN) Form 4 filed by one or multiple reporting persons?

The Form 4 is indicated as filed by one reporting person, reflecting transactions for director Samantha Marnick, with the signature provided by Laura A. Jones as attorney-in-fact.