5% Magnera (MAGN) stake disclosed by Madison Avenue investor group

Rhea-AI Filing Summary

Madison Avenue International LP and affiliated entities filed an amended Schedule 13G reporting beneficial ownership of 1,780,649 shares of Magnera Corporation common stock, equal to 5.0% of the class. The stake is held through a Cayman and Delaware fund structure, with Eli Samaha deemed a beneficial owner through various management and ownership roles.

The percentage is based on 35,600,000 Magnera shares outstanding as of November 25, 2025, as cited from the company’s filing. The group certifies the shares were acquired and are held without the purpose or effect of changing or influencing control of Magnera, indicating a passive investment stance.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Magnera Corporation

(Name of Issuer)

Common Stock, $0.01 par value per share (the "Common Stock")

(Title of Class of Securities)

55939A107

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 55939A107

1

Names of Reporting Persons

Madison Avenue International LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,780,649.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,780,649.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,780,649.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 55939A107

1

Names of Reporting Persons

Madison Avenue Partners, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,780,649.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,780,649.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,780,649.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 55939A107

1

Names of Reporting Persons

EMAI Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,780,649.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,780,649.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,780,649.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.0 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 55939A107

1

Names of Reporting Persons

Madison Avenue GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,780,649.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,780,649.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,780,649.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.0 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 55939A107

1

Names of Reporting Persons

Caraway Jackson Investments LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,780,649.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,780,649.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,780,649.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.0 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 55939A107

1

Names of Reporting Persons

Eli Samaha

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,780,649.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,780,649.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,780,649.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.0 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Magnera Corporation
(b)	Address of issuer's principal executive offices: 9335 Harris Corners Pkwy, Suite 300, Charlotte, NC 28269
Item 2.
(a)	Name of person filing: The names of the persons filing this statement on Schedule 13G (collectively, the "Reporting Persons") are: * Madison Avenue International LP, * Madison Avenue Partners, LP, * EMAI Management, LLC, * Madison Avenue GP, LLC, * Caraway Jackson Investments LLC, and * Eli Samaha.
(b)	Address or principal business office or, if none, residence: The principal business address for each of the Reporting Persons is 150 East 58th St, 14th Fl, New York, NY 10155.
(c)	Citizenship: Madison Avenue International LP is a Cayman Islands exempted limited partnership. Madison Avenue Partners, LP is a Delaware limited partnership. Each of EMAI Management, LLC, Madison Avenue GP, LLC and Caraway Jackson Investments LLC is a Delaware limited liability company. Mr. Samaha is a citizen of the United States of America.
(d)	Title of class of securities: Common Stock, $0.01 par value per share (the "Common Stock")
(e)	CUSIP No.: 55939A107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: As of February 17, 2026, Madison Avenue International LP beneficially owned 1,780,649 shares of Common Stock. Madison Avenue Partners, LP and Madison Avenue GP, LLC, as the investment manager and general partner of Madison Avenue International LP, respectively, may be deemed to be the beneficial owner of the shares of Common Stock owned directly by Madison Avenue International LP. EMAI Management, LLC, as the general partner of Madison Avenue Partners, LP, may be deemed to be the beneficial owner of the shares of Common Stock owned directly by Madison Avenue International LP. Caraway Jackson Investments LLC, as the owner of Madison Avenue GP, LLC, may be deemed to be the beneficial owner of the shares of Common Stock owned directly by Madison Avenue International LP. Mr. Samaha, as the non-member manager of Madison Avenue GP, LLC, the managing member of EMAI Management, LLC, and the majority owner of Caraway Jackson Investments LLC, may be deemed to be the beneficial owner of the shares of Common Stock owned by Madison Avenue International LP.
(b)	Percent of class: The following percentage is based on 35,600,000 shares of Common Stock outstanding as of November 25, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-K, filed with the Securities and Exchange Commission on November 25, 2025. As of February 17, 2026, the Reporting Persons may be deemed to have beneficially owned approximately 5.0% of the outstanding shares of Common Stock.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Cover Pages Items 5-9.
	(ii) Shared power to vote or to direct the vote: See Cover Pages Items 5-9.
	(iii) Sole power to dispose or to direct the disposition of: See Cover Pages Items 5-9.
	(iv) Shared power to dispose or to direct the disposition of: See Cover Pages Items 5-9.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. See Exhibit A of the Schedule 13G filed by the reporting persons with the Securities and Exchange Commission on November 14, 2024.
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Madison Avenue International LP

Signature:	/s/ Eli Samaha
Name/Title:	Eli Samaha, as Manager of Madison Avenue GP, LLC, the General Partner of Madison Avenue International LP
Date:	02/17/2026

Madison Avenue Partners, LP

Signature:	/s/ Eli Samaha
Name/Title:	Eli Samaha, as Managing Member of EMAI Management, LLC, the General Partner of Madison Avenue Partners, LP
Date:	02/17/2026

EMAI Management, LLC

Signature:	/s/ Eli Samaha
Name/Title:	Eli Samaha, as Managing Member
Date:	02/17/2026

Madison Avenue GP, LLC

Signature:	/s/ Eli Samaha
Name/Title:	Eli Samaha, as Manager
Date:	02/17/2026

Caraway Jackson Investments LLC

Signature:	/s/ Eli Samaha
Name/Title:	Eli Samaha, as Member
Date:	02/17/2026

Eli Samaha

Signature:	/s/ Eli Samaha
Name/Title:	ELI SAMAHA
Date:	02/17/2026

FAQ

What ownership stake in Magnera (MAGN) is reported in this Schedule 13G/A?

The filing reports beneficial ownership of 1,780,649 Magnera common shares, representing 5.0% of the class. This percentage is calculated using 35,600,000 shares outstanding as of November 25, 2025, as disclosed in Magnera’s prior SEC report.

Who are the reporting persons in the Magnera (MAGN) Schedule 13G/A?

The reporting persons are Madison Avenue International LP, Madison Avenue Partners LP, EMAI Management LLC, Madison Avenue GP LLC, Caraway Jackson Investments LLC, and Eli Samaha. These entities and Mr. Samaha are linked through general partner, management, and ownership relationships described in the filing.

Is the 5% Magnera (MAGN) stake described as passive or activist?

The stake is certified as passive. The reporting group affirms the securities were not acquired and are not held to change or influence control of Magnera, other than activities solely connected with a nomination under Rule 14a-11 referenced in the certification language.

How is beneficial ownership of Magnera (MAGN) shares structured for this group?

Madison Avenue International LP directly owns 1,780,649 Magnera shares. Other entities and Eli Samaha may be deemed beneficial owners through roles as investment manager, general partners, or owners of these entities, giving them shared voting and dispositive power over the same share block.

What voting and dispositive power do the Magnera (MAGN) reporting persons have?

Each reporting person reports zero sole voting and dispositive power, but shared voting and shared dispositive power over 1,780,649 Magnera common shares. This means decisions on voting and selling the shares are made collectively under their shared authority, not individually.

As of what date is the Magnera (MAGN) ownership in this 13G/A measured?

The beneficial ownership of 1,780,649 shares is stated as of February 17, 2026. The 5.0% figure is based on 35,600,000 shares outstanding as of November 25, 2025, a reference date drawn from Magnera’s previously filed SEC report.