Magnera Corp Form 4 shows 5,871 RSUs granted to director

Rhea-AI Filing Summary

Magnera Corp (MAGN) reported a Form 4 insider transaction for director Thomas Salmon involving a new grant of derivative securities in the form of restricted stock units (RSUs). On 11/14/2025, the director received 5,871 RSUs with an exercise price of $0, reflecting equity compensation rather than a cash purchase. These RSUs relate to Magnera common stock with par value $0.01 per share and vest in full one year from the grant date, on 11/14/2026. The company notes that RSUs have no value until all restrictions lapse on the final vesting date and explains that this 2025 prorated director award is intended to align the director equity schedule with the timing of the Annual Shareholder Meeting in 2026.

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

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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^*

Salmon Tom

(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 Thomas Salmon	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 insider transaction did Magnera Corp (MAGN) report in this Form 4?

Magnera Corp reported that director Thomas Salmon received a grant of 5,871 restricted stock units (RSUs) on 11/14/2025 as equity compensation.

What type of securities were granted to the Magnera Corp (MAGN) director and at what price?

The director received restricted stock units (RSUs) linked to Magnera common stock, with an exercise price of $0, indicating they are a compensation award rather than a market purchase.

When do the new RSUs granted by Magnera Corp (MAGN) vest?

The 2025 prorated director RSU award granted on 11/14/2025 vests in full one year from the grant date, on 11/14/2026.

Why did Magnera Corp (MAGN) grant a prorated director RSU award of 5,871 units?

The filing states that the 5,871 RSUs represent 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, where directors are expected to receive a full 2026 Annual Director Award upon reelection.

Do the Magnera Corp (MAGN) RSUs reported in this Form 4 have immediate value?

No. The company notes that RSUs have no value until all restrictions lapse on the final vesting date, which for this grant is 11/14/2026.

What is the relationship of the reporting person to Magnera Corp (MAGN)?

The reporting person, Thomas Salmon, is identified as a director of Magnera Corp in the filing.