Cetus Capital files Schedule 13G for MAGN, beneficial ownership 2,803,984 shares

Rhea-AI Filing Summary

Magnera Corp disclosed that Cetus Capital VI, L.P. beneficially owns 2,803,984 shares of its common stock, representing 7.88% of the class. The filing reports that Cetus has sole voting and sole dispositive power over these shares.

The 7.88% figure is calculated using a stated share base of 35.6 million shares outstanding. The Schedule 13G notes the holding is not for the purpose of changing or influencing control of the issuer and identifies Cetus Capital VI, L.P. as a Delaware limited partnership with its principal business address in Greenwich, CT.

Positive

• Cetus Capital VI, L.P. beneficially owns 2,803,984 shares of Magnera common stock
• The disclosed stake represents a material 7.88% of the class (based on 35.6 million shares outstanding)
• Sole voting and sole dispositive power is reported for the shares, clarifying control over the position
• The filing includes a certification that the shares are not held to change or influence control

Negative

• None.

Insights

Financial Analyst

TL;DR: A material passive stake disclosed; no indication of activist intent.

The disclosure shows Cetus Capital VI, L.P. holds 2,803,984 shares, or 7.88% of Magnera's common stock, with sole voting and dispositive power. Because the filer certified the position was not acquired to change or influence control, this reads as a passive ownership disclosure under Schedule 13G rather than an 13D activist signal. The stake is large enough to be material to holders' cap table analysis but the filing contains no operational or strategic actions tied to the position.

Corporate Governance Expert

TL;DR: Material ownership disclosed; governance implications appear limited by stated intent.

Cetus's 7.88% beneficial ownership is a significant equity position that warrants monitoring, yet the certification that the shares are not held to influence control reduces immediate governance risk. The filing lists sole voting and dispositive power, which means Cetus can act unilaterally with respect to these shares if its intent changes, but no governance actions or group affiliations are disclosed in this statement.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Magnera Corp

(Name of Issuer)

Common Stock

(Title of Class of Securities)

55939A107

(CUSIP Number)

06/30/2025

(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

Cetus Capital VI, L.P.

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 2,803,984.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,803,984.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,803,984.00

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)

7.88 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: (1) Based on 35.6 million shares of the Issuer's common stock outstanding as of August 6, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed by the Issuer on August 6, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Magnera Corp
(b)	Address of issuer's principal executive offices: 9335 Harris Corners Pkwy, Ste 300, Charlotte, NC, 28269
Item 2.
(a)	Name of person filing: This statement is filed by the entity listed below, which is referred to herein as the "Reporting Person". Cetus Capital VI, L.P., a Delaware limited partnership, whose general partner is Littlejohn Associates VI, L.P., a Delaware limited partnership.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of the Reporting Person is 8 Sound Shore Drive, Suite 303, Greenwich, CT 06830.
(c)	Citizenship: See Item 4 of each cover page.
(d)	Title of class of securities: 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: See Item 9 of each cover page.
(b)	Percent of class: See Item 11 of each cover page.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 of each cover page.
	(ii) Shared power to vote or to direct the vote: See Item 6 of each cover page.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 of each cover page.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 of each cover page.
Item 5.	Ownership of 5 Percent or Less of a Class.
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.
	Not Applicable
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.

Cetus Capital VI, L.P.

Signature:	/s/ Robert E. Davis
Name/Title:	Littlejohn Associates VI, L.P., its general partner
Date:	08/08/2025

FAQ

How many Magnera (MAGN) shares does Cetus Capital own?

The filing reports Cetus Capital VI, L.P. beneficially owns 2,803,984 shares of Magnera common stock.

What percentage of MAGN does the 2,803,984 shares represent?

The shares represent 7.88% of Magnera's common stock based on the disclosed share base.

Under what CUSIP was the ownership reported for MAGN?

The Schedule 13G identifies the CUSIP as 55939A107.

Does Cetus Capital have voting control over the MAGN shares?

Yes. The filing states Cetus has sole voting power and sole dispositive power over the reported shares.

Was the stake reported as intended to change or influence control of MAGN?

No. The filing includes a certification that the securities were not acquired and are not held to change or influence control of the issuer.

What basis was used to calculate the 7.88% ownership for MAGN?

The percentage is based on a stated total of 35.6 million shares outstanding as reported in the issuer's public report.