Magnera Corp (MAGN) EVP converts RSUs to stock and withholds shares for taxes

Rhea-AI Filing Summary

Magnera Corp executive Jill L. Urey reported equity award activity involving restricted stock units and common shares. On February 28, 2026, she exercised 1,571 restricted stock units, converting them into the same number of common shares at a reference price of $12.95 per share. A portion of these shares, 521 common shares, was withheld to cover tax obligations, leaving her with 5,134 common shares held directly after the transactions.

Insights

Equity compensation analyst

Routine RSU vesting with tax withholding; no open-market buying or selling.

Executive vice president Jill L. Urey exercised 1,571 restricted stock units, which converted into common shares valued using a $12.95 per-share closing price from the prior business day. This reflects normal vesting of a long-term incentive plan award.

Of the resulting common shares, 521 shares were withheld to satisfy tax obligations, a standard mechanism coded as a tax-withholding disposition. After these transactions, she directly held 5,134 common shares. The activity does not represent discretionary market purchases or sales.

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^*

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)
02/28/2026

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	02/28/2026		M		1,571	A	$12.95(1)	5,655	D
Common Stock, Par Value $.01	02/28/2026		F		521(2)	D	$12.95(1)	5,134	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(3)	02/28/2026		M			1,571	12/31/2024	02/28/2027(4)	Common Stock, Par Value $.01	1,571	$0	1,620	D

Explanation of Responses:

1. Because the award lapsed on Saturday, February 28, 2026, the value of the shares was determined using the closing price of the previous business day, Friday, February 27, 2026.

2. Represents shares being withheld to satisfy tax obligations.

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

4. Represents the 2024 RSU LTIP grant, which vests one-third 12/31/2024, one-third 2/28/2026 and one-third 2/28/2027.

	/s/ Laura A. Jones, attorney-in-fact for Jill Urey	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

Magnera Corp reported that executive Jill L. Urey exercised 1,571 restricted stock units into common shares, with 521 of those shares withheld to cover tax obligations. Following these equity award transactions, she directly held 5,134 shares of Magnera Corp common stock.

Was the Magnera Corp (MAGN) insider transaction an open-market buy or sell?

The activity was not an open-market buy or sell. Jill L. Urey exercised 1,571 restricted stock units, then had 521 shares withheld for taxes. These are equity award and tax-withholding transactions, rather than discretionary stock purchases or sales in the open market.

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

After the reported transactions, Jill L. Urey directly holds 5,134 shares of Magnera Corp common stock. This reflects the conversion of 1,571 restricted stock units into common shares, reduced by 521 shares withheld to satisfy tax obligations on the vesting event.

What price was used to value the Magnera Corp (MAGN) RSU vesting?

The RSU vesting was valued using a per-share price of $12.95, the closing price on the prior business day. The award lapsed on Saturday, February 28, 2026, so the February 27, 2026 closing price was used to determine the value of the vested shares.

What does transaction code M mean in the Magnera Corp (MAGN) Form 4?

Transaction code M in this Form 4 indicates an exercise or conversion of a derivative security. Here, 1,571 restricted stock units were converted into 1,571 shares of Magnera Corp common stock as part of a long-term incentive grant vesting schedule detailed in the filing footnotes.

Why were some Magnera Corp (MAGN) shares withheld in Jill L. Urey’s filing?

Magnera Corp reported that 521 common shares were withheld to satisfy tax obligations related to the RSU vesting. This tax-withholding disposition, coded F, is a common administrative method for covering taxes due when restricted stock units convert into shares.