Magnera Corp — Director's Dealing 2024

Nov 7, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Magnera Corp (MAGN)
CIK: 0000041719
Period of Report: 2024-11-04

Reporting Person: Urey Jill L. (EVP, GC & Corp Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-11-04	Common Stock, Par Value $.01	A	101	$21.05	Acquired	1020	Direct
2024-11-04	Common Stock, Par Value $.01	F	30	$21.05	Disposed	990	Direct
2024-11-04	Common Stock, Par Value $.01	A	870	$21.05	Acquired	1860	Direct
2024-11-04	Common Stock, Par Value $.01	F	245	$21.05	Disposed	1615	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-11-04	Restricted Stock Units	$	A	4750	Acquired	2027-11-04	Common Stock, Par Value $.01 (4750)	Direct
2024-11-04	Restricted Stock Units	$	A	9501	Acquired	2027-11-04	Common Stock, Par Value $.01 (9501)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, Par Value $.01	32	Indirect

Footnotes

F1: These shares were received in settlement of a Performance Share Award granted on February 18, 2022. In connection with a series of transactions pursuant to which a wholly-owned subsidiary of the Issuer combined with Berry Global Group Inc.'s global nonwovens and hygiene films business in a Reverse Morris Trust transaction (collectively, the "Transactions"), outstanding performance stock awards ("PSAs") held by executive officers of the Issuer that were outstanding immediately prior to the Transactions vested upon the closing of the Transactions, and, as a result, were deemed to be earned and vested at (i) actual performance for completed performance periods, and (ii) target performance through the date of the Transactions for incomplete performance periods.

F2: These shares are being withheld to satisfy tax obligations.

F3: These shares were received in settlement of a Performance Share Award granted on February 24, 2023. In connection with a series of transactions pursuant to which a wholly-owned subsidiary of the Issuer combined with Berry Global Group Inc.'s global nonwovens and hygiene films business in a Reverse Morris Trust transaction (collectively, the "Transactions"), outstanding performance stock awards ("PSAs") held by executive officers of the Issuer that were outstanding immediately prior to the Transactions vested upon the closing of the Transactions, and, as a result, were deemed to be earned and vested at (i) actual performance for completed performance periods, and (ii) target performance through the date of the Transactions for incomplete performance periods.

F4: Represents shares of Magnera Corporation (formerly Glatfelter Corporation, "the Issuer") common stock, par value $0.01 per share, after giving effect to a 1-for-13 reverse stock split effective on November 4, 2024 and the subsequent vesting of Performance Shares reported above.

F5: Not applicable to this transaction. RSUs have no value until all restrictions lapse on the final vesting date.

F6: This grant vests one-third 11/4/2025, one-third 11/4/2026 and one-third 11/4/2027. This grant vests in full, and all restrictions lapse, three years from the Grant Date.

F7: This grant vests in full and all restrictions lapse three years from the Grant Date, subject to the individual's continuous employment with Magnera Corporation.