Urey Jill L. 4

What Happened

• Jill L. Urey, Executive Vice President, General Counsel & Corporate Secretary of Magnera Corp (MAGN), had 1,571 restricted stock units (RSUs) vest on 2026-02-28. The vested RSUs converted into 1,571 common shares valued at $12.95 each (total $20,344).
• To satisfy tax withholding, 521 of those shares were withheld/disposed at $12.95 each (value $6,747), leaving a net issuance of 1,050 shares to Urey (net value ≈ $13,597). The filing also reports the derivative instrument (the RSU) as converted/terminated (reported as disposed at $0), reflecting that the award lapsed/vested.

Key Details

• Transaction date: 2026-02-28 (vesting date). Filing date: 2026-03-03 — filed within the usual two-business-day Form 4 window.
• Prices used: $12.95 per share (closing price on prior business day, 2026-02-27; footnote F1).
• Codes: M = conversion/exercise of a derivative (RSU vesting); F = shares withheld for tax obligations.
• Shares acquired: 1,571 shares (value $20,344). Shares withheld (disposed) for taxes: 521 shares (value $6,747). Net new shares to insider: 1,050 (≈ $13,597).
• Shares owned after transaction: not specified in the provided data.
• Relevant footnotes: F2 confirms shares withheld to satisfy tax obligations; F3 notes RSUs have no value until restrictions lapse; F4 identifies this as the 2024 LTIP RSU grant that vests in thirds (12/31/2024, 2/28/2026, 2/28/2027).

Context

• This was an RSU vesting event (not an open-market buy or a voluntary sale). The conversion of RSUs into shares and withholding for taxes is a routine administrative step and does not by itself signal a buy/sell decision beyond accepting the award.
• For clarity: the filing shows the derivative (RSU) converting into common shares (M) and routine tax-withholding shares being disposed (F).