Magnera Corp Form 4 shows 5,871 RSU grant to company director

Rhea-AI Filing Summary

Magnera Corp reported a stock-based award to one of its directors, Thomas Fahnemann. On 11/14/2025, he received 5,871 restricted stock units (RSUs) of Magnera common stock at an exercise price of $0, reported as directly owned. The filing explains that this 2025 prorated director award is intended to align the director equity schedule with the company’s Annual Shareholders Meeting. The grant represents a prorated portion of the Annual Director Award covering 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, at which time the restrictions lapse and the units can deliver value as 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

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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^*

Fahnemann Thomas

(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 Fahnemann	11/18/2025
	** 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 transaction did Magnera Corp (MAGN) report in this Form 4?

Magnera Corp reported that director Thomas Fahnemann received an award of 5,871 restricted stock units (RSUs) of Magnera common stock on 11/14/2025, recorded as directly owned.

What are the key terms of the 5,871 RSU award to Magnera Corp director Thomas Fahnemann?

The award to Thomas Fahnemann consists of 5,871 RSUs with an exercise price of $0. These RSUs vest in full one year from the grant date, with the vesting date stated as 11/14/2026.

Why did Magnera Corp (MAGN) grant a prorated director RSU award in 2025?

The company states that the 2025 prorated director award is designed to align the director equity schedule with the Annual Shareholders Meeting. It covers the period between the 2024 RSU lapse reported on November 4, 2025 and the 2026 Annual Shareholder Meeting.

When do the 2025 prorated director RSUs at Magnera Corp vest?

The filing notes that the 2025 Prorated Director Award for 5,871 RSUs vests in full one year from the grant date, with the vesting date listed as 11/14/2026.

Does the RSU grant to the Magnera Corp director have value immediately?

The explanation states that RSUs have no value until all restrictions lapse on the final vesting date. For this award, that final vesting date is 11/14/2026.

How is ownership of the 5,871 RSUs reported in Magnera Corp’s Form 4?

In Table II of the filing, the 5,871 restricted stock units are reported as direct (D) ownership by director Thomas Fahnemann following the reported transaction.