SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Maile Erin

(Last) (First) (Middle)
9335 HARRIS CORNERS PARKWAY
SUITE 300

(Street)
CHARLOTTE NC 28269

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/02/2026
3. Issuer Name and Ticker or Trading Symbol
Magnera Corp [ MAGN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
checkbox checked Officer (give title below) Other (specify below)
EVP, CAO
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checked Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, Par Value $.01 2,231 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) (1) Common Stock, Par Value $.01 236 (2) D
Restricted Stock Units (3) (3) Common Stock, Par Value $.01 8 (2) D
Restricted Stock Units (4) (4) Common Stock, Par Value $.01 191 (2) D
Restricted Stock Units (5) (5) Common Stock, Par Value $.01 378 (2) D
Restricted Stock Units (6) (6) Common Stock, Par Value $.01 7 (2) D
Restricted Stock Units (7) (7) Common Stock, Par Value $.01 282 (2) D
Restricted Stock Units (8) (8) Common Stock, Par Value $.01 594 (2) D
Restricted Stock Units (9) (9) Common Stock, Par Value $.01 2,857 (2) D
Explanation of Responses:
1. Represents unvested RSUs awarded to the reporting person by Berry Global in 2022 that were converted to Magnera RSUs per the terms of the Transaction. 233 shares vested on 11/25/2024 and 233 shares vested on 11/25/2025. 236 shares are scheduled to vest on 11/25/2026.
2. Not applicable to this transaction. RSUs have no value until all restrictions lapse on the final vesting date.
3. Represents unvested Dividend Equivalent Rights accumulated on the Berry Global 2022 RSU award that were converted to Magnera RSUs per the terms of the Transaction. 6 shares vested on 11/25/2024 and 6 shares vested on 11/25/2025. 8 shares are scheduled to vest on 11/25/2026.
4. Represents unvested Non-Qualified Stock Options awarded to the reporting person by Berry Global in 2022 that were converted to Magnera RSUs per the terms of the Transaction. 188 shares vested on 11/25/2024 and 188 shares vested on 11/25/2025. 191 shares are scheduled to vest on 11/25/2026.
5. Represents unvested RSUs awarded to the reporting person by Berry Global in 2023 that were converted to Magnera RSUs per the terms of the Transaction. 189 shares vested on 11/20/2024 and 189 shares vested on 11/20/2025. 189 shares are scheduled to vest each on 11/20/2026 and 11/20/2027.
6. Represents unvested Dividend Equivalent Rights accumulated on the Berry Global 2023 RSU award that were converted to Magnera RSUs per the terms of the Transaction. 2 shares vested on 11/20/2024 and 2 shares vested on 11/20/2025. 2 shares are scheduled to vest on 11/20/2026 and 5 shares are scheduled to vest on 11/20/2027.
7. Represents unvested Non-Qualified Stock Options awarded to the reporting person by Berry Global in 2023 that were converted to Magnera RSUs per the terms of the Transaction. 140 shares vested on 11/20/2024 and 140 shares vested on 11/20/2025. 140 shares are scheduled to vest on 11/20/2026 and 142 shares are scheduled to vest on 11/20/2027.
8. Represents the FY2025 Annual RSU grant. 296 shares vested on 11/4/2025. 297 shares are scheduled to vest on each of 11/4/2026 and 11/4/2027.
9. Represents the FY2026 Annual RSU grant, which vests one-third 11/14/2026, one-third 11/14/2027 and one-third 11/14/2028. This grant vests in full, and all restrictions lapse, three years from the Grant Date.
Remarks:
On November 4, 2024, the Issuer completed its merger (the "Transaction") with a wholly owned subsidiary of Berry Global Group, Inc. (''Berry Global''). In connection with the Transaction, unvested equity awards held by transferring Berry Global employees were cancelled and replaced with Magnera RSUs pursuant to the terms of the Employee Matters Agreement.
/s/ Laura A. Jones, Attorney-in-fact 02/03/2026
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY Know all persons by these present, that the undersigned hereby constitutes and appoints each of James Till, Jill L. Urey, and Laura A. Jones, or any of them acting singly, and with full power of substitution and re-substitution, to act as the undersigned?s true and lawful attorney-in-fact (each of such persons and their substitutes being referred to herein as the ?Attorney-in-Fact?), to: 1. Prepare, execute, and submit to the Securities and Exchange Commission (?SEC?) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?) or any rule or regulation of the SEC; 2. Prepare, execute and submit to the SEC, Magnera Corporation (the ?Company?), and/or any national securities exchange on which the Company's securities are listed any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933, as amended (?Rule 144?), with respect to any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; 3. Seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including the Company, brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the Attorney-in-Fact and approves and ratifies any such release of information; and 4. Perform any and all other acts which, in the discretion of the Attorney-in-Fact, are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that (i) this Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information, (ii) any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary, desirable or appropriate, (iii) neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned?s responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act and (iv) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned?s obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G or Forms 144 with respect to the undersigned's holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney. [Signature page follows] IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of January, 2026. Signature /s/ Erin Maile Name (Printed or Typed) Erin Maile