Form 8-K

8-K — Magnera Corp

Accession: 0001140361-26-019558

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0000041719

SIC: 2621 (PAPER MILLS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ef20072634_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ef20072634_ex99-1.htm)

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8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

May 7, 2026

Magnera Corporation

(Exact name of registrant as specified in its charter)

Pennsylvania

001-03560

23-0628360

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

9335 Harris Corners Pkwy, Ste 300,

Charlotte, North Carolina

28269

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

866 744-7380

(N/A)

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the

following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock

MAGN

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this

chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new

or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On May 7, 2026, the Company reported its results of operations for the quarter ended March 28, 2026. A copy of the press release issued

by the Company is furnished herewith as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

d) Exhibits.

99.1

Press release issued May 7, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

The information furnished in this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of

the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

Magnera Corporation

May 7, 2026

By:

/s/ James M. Till

James M. Till

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ef20072634_ex99-1.htm · Sequence: 2

Exhibit 99.1

News Release

Magnera Reports Second Quarter

Second Quarter Highlights

•

GAAP: Net sales of $796 million, Operating income of $17 million

•

Non-GAAP: Adjusted EBITDA of $90 million

•

Free cash flow $73 million, representing a twelve-month adjusted free cash flow yield of over 40% as of quarter-end

Curt Begle, Magnera’s CEO, commented: “Magnera delivered a solid second quarter in line with our expectations as we remain steadfast during this time of significant global uncertainty to deliver on our full-year 2026 Adjusted EBITDA

and free cash flow guidance.

We made $36 million in debt repayments during the quarter and generated $73 million of free cash flow demonstrating our disciplined focus on operational excellence, capex deployment, and working capital improvement initiatives.

Since the start-up of Magnera, we have demonstrated the resiliency of our business against an on-going challenging global macro environment. Our strategic focus remains centered on the pillars of cost optimization, portfolio

differentiation, and commercial excellence. Our disciplined commitment to these priorities will continue to position Magnera to deliver growth in long-term shareholder value.”

Key Financials

March Quarter

March YTD

GAAP results

2026

2025

2026

2025

Net sales

796

824

1,588

1,526

Operating income

(18

)

March Quarter

Reported

Comparable(1)

March YTD

Reported

Comparable(1)

Adjusted non-GAAP results

2026

2025

2026

2025

Net sales

796

824

1,588

1,526

Adjusted EBITDA (1)

183

173

(1)

Adjusted non-GAAP results exclude items not considered to be ongoing operations. In addition, comparable change % normalizes the impacts of foreign currency and the merger with

Glatfelter. Further details related to non-GAAP measures and reconciliations can be found under “Reconciliation of Non-GAAP Financial Measures and Estimates” section or in reconciliation tables in this release. Dollars in millions

Consolidated Overview

The net sales decline included a $57 million decrease in selling prices primarily due to product mix and pass-through of lower raw material costs and a 2% organic volume decline partially

offset by favorable foreign currency changes of $48 million. The volume decline was primarily attributed to winter storm disruptions in North America and general market softness in Europe.

The adjusted EBITDA was up 1% as a result of favorable price cost spread of $2 million and a $2 million favorable benefit from foreign currency changes were partially offset by lower volumes.

Page | 1

Americas

The net sales decline included a $42 million decrease in selling prices primarily due to product mix, pass-through of lower raw material costs and a 1% organic volume decline. The volume

decline was primarily attributed to winter storm disruptions in North America.

The adjusted EBITDA decline was primarily a result of unfavorable price cost spread of $5 million.

Rest of World

The net sales increase included a favorable foreign currency change of $37 million partially offset by a $15 million decrease in selling prices primarily due to product mix, pass-through of

lower raw material costs and a 4% organic volume decline. The volume decline was primarily attributed to general market softness in Europe.

The adjusted EBITDA increase was primarily a result of favorable price cost spread of $7 million as the result of synergy realization and mix improvement and a $2 million favorable benefit from foreign currency changes

partially offset by softer volumes.

Investor Conference Call

The Company will host a conference call, May 7, 2026, at 10:00 AM U.S. Eastern Time to discuss the March 2026 quarter results. The webcast can be accessed here. A replay

of the webcast will be available via the same link on the Company’s website after the completion of the call.

By Telephone

Participants may register for the call here now or any time up to and during the time of the call and will immediately receive the dial-in number and a unique pin to access the call. While you may register at any time up to and during the time

of the call, you are encouraged to join the call 15 minutes prior to the start of the event.

About Magnera

Magnera Corporation (NYSE: MAGN) serves 1,000+ customers worldwide, offering a wide range of material solutions, including components for absorbent hygiene products, protective apparel, wipes, specialty building and construction products, and

products serving the food and beverage industry. Operating across 45 global facilities, Magnera is supported by approximately 8,000 employees. Magnera’s purpose is to better the world with new possibilities made real. For more than 160 years, the

Company has delivered the material solutions their partners need to thrive. Through economic upheaval, global pandemics and changing end-user needs, we have consistently found ways to solve problems and exceed expectations. The distinct scale and

comprehensive portfolio of products brings customers more materials and choices. Magnera builds personal partnerships that withstand an ever-changing world.

Visit Magnera.com for more information and follow @MagneraCorporation on social platforms.

Non-GAAP Financial Measures and Estimates

This press release includes non-GAAP financial measures including, but not limited to, Adjusted EBITDA, free cash flow, and comparable basis net sales and adjusted EBITDA. A reconciliation of these non-GAAP financial measures to comparable

measures determined in accordance with accounting principles generally accepted in the United States of America (GAAP) is set forth at the end of this press release. Information reconciling forward-looking adjusted EBITDA and adjusted free cash

flow are not provided because such information is not available without unreasonable effort due to high variability, complexity, and low visibility with respect to certain items, including debt refinancing activity or other non-comparable items.

These items are uncertain, depend on various factors, and could be material to our results computed in accordance with U.S. GAAP.

Forward Looking Statements

This document contains certain statements that are “forward-looking” statements within the meaning of the federal securities laws and are presented pursuant to the safe harbor provisions of the U.S. Private

Securities Litigation Reform Act of 1995. Such “forward-looking” statements include, but are not limited to, statements with respect to our future financial performance and condition, results of operations and business, our expectations or beliefs

concerning future events, plans, objectives, expectations and intentions, and other statements that are not historical facts. These statements may contain words such as “believes,” “expects,” “may,” “will,” “should,” “would,” “could,” “seeks,”

“approximately,” “intends,” “plans,” “estimates,” “projects,” “outlook,” “guidance,” “anticipates” or “looking forward” or similar expressions. In addition, we, through our senior management, from time to time make forward-looking public statements

concerning our expected future operations and performance and other developments. These forward-looking statements are based upon the current beliefs and expectations of the management of Magnera and are subject to risks and uncertainties that may

change at any time. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Although it is not possible to identify all of these risks and

uncertainties, they include, among others, the following: global economic conditions; inflation; the cost and availability of raw materials and energy; disruption of our supply chain; the adverse impact of weather events on our facilities,

inventory and suppliers, as well as adverse effects on our customers, suppliers and other business partners; the effect of competition on our business; our inability to integrate future acquired companies or to realized expected operating

synergies; synergies expected to be achieved in connection with our business combination with a subsidiary of Berry Global Group, Inc.; our inability to retain our officers and employees or the occurrence of labor disputes; disruption of our

information technology systems, including as a result of a cyber breach; risks associated with operating internationally, including fluctuating exchange rates, tariffs, differing tax laws and regulation; litigation and regulatory investigations;

and disputes related to intellectual property used in our business. Additional information regarding these risks and uncertainties and other risks applicable to our business are described in additional detail in our reports filed with the

Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the fiscal year ended September 27, 2025, and other filings that we make with the SEC. These risk factors may not contain all of the material factors that

are important to you. New factors may emerge from time to time, and it is not possible to either predict new factors or assess the potential effect of any such new factors. Accordingly, readers should not place undue reliance on those statements.

All forward-looking statements are made as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by

law.

Page | 2

Consolidated and Combined Statements of Operations (Unaudited)

Quarterly Period Ended

Two Quarterly Periods Ended

(in millions, except per share amounts)

March 28, 2026

March 29, 2025

March 28, 2026

March 29, 2025

Net sales

796

824

1,588

1,526

Cost of goods sold

701

736

1,396

1,367

Selling, general and administrative

100

Amortization of intangibles

Restructuring and other activities

Operating income (loss)

(18

)

Other expense (income)

)

Interest expense

Income (loss) before income taxes

(17

)

(40

)

(46

)

(109

)

Income tax (benefit) expense

)

Net income (loss)

(18

)

(41

)

(52

)

(101

)

Basic and diluted net income per share

(0.50

)

(1.15

)

(1.45

)

(2.85

)

Outstanding weighted average shares

Basic and diluted

35.9

35.6

35.8

35.5

Page | 3

Condensed Consolidated and Combined Statements of Cash Flows (Unaudited)

Two Quarterly Periods Ended

(in millions)

March 28, 2026

March 29, 2025

Net cash from operating activities

Cash flows from investing activities:

Additions to property, plant, and equipment, net

(29

)

(39

)

Cash acquired from GLT acquisition

Other investing activities

Net cash from (used in) investing activities

(29

)

Cash flows from financing activities:

Proceeds from long-term borrowings

1,556

Repayments on long-term borrowings

(63

)

(432

)

Transfers from Berry, net

Cash distribution to Berry

(1,111

)

Debt fees and other, net

(15

)

Net cash from financing activities

(63

)

Effect of currency translation on cash

)

Net change in cash and cash equivalents

)

Cash and cash equivalents at beginning of period

305

230

Cash and cash equivalents at end of period

303

282

Non-U.S. GAAP Free Cash Flow:

Net cash from operating activities

Additions to property, plant, and equipment, net

(29

)

Free Cash Flow

Condensed Consolidated and Combined Balance Sheets (unaudited)

(in millions of dollars)

March 28, 2026

September 27, 2025

Cash and cash equivalents

303

305

Accounts receivable

536

522

Inventories

472

474

Other current assets

122

Property, plant, and equipment

1,424

1,476

Goodwill, intangible assets, and other long-term assets

1,065

1,090

Total assets

3,896

3,989

Current liabilities, excluding current debt

605

601

Current and long-term debt

1,899

1,952

Other long-term liabilities

353

372

Stockholders’ equity

1,039

1,064

Total liabilities and stockholders' equity

3,896

3,989

Page | 4

Reconciliation of Non-GAAP Measures and Estimates

(in millions of dollars)

Reconciliation of Net sales and Adjusted EBITDA on a supplemental comparable basis by segment

Quarterly Period ended March 28, 2026

Quarterly Period ended March 29, 2025

Americas

Rest of World

Total

Americas

Rest of World

Total

Net sales

437

359

796

473

351

824

Constant FX rates

Comparable net sales (1)(6)

437

359

796

484

388

872

Operating Income

)

Depreciation and amortization

Integration, business consolidation and other activities

Other non-cash charges (5)

Adjusted EBITDA (1)

Constant FX rates

Comparable Adjusted EBITDA (1)(6)

% vs. prior year comparable

Two Quarterly Periods ended March 28, 2026

Two Quarterly Periods ended March 29, 2025

Americas

Rest of World

Total

Americas

Rest of World

Total

LTM

Net sales

877

711

1,588

893

633

1,526

Constant FX rates

GLT prior year

112

Comparable net sales (1)(6)

877

711

1,588

954

768

1,722

Operating Income

(19

)

(18

)

Depreciation and amortization

100

111

195

Integration, business consolidation and other activities (2)

Argentina hyperinflation

GAAP carve-out allocation (3)

Other non-cash charges (4)(5)

Adjusted EBITDA (1)

116

183

120

173

364

Constant FX rates

GLT prior year

Comparable Adjusted EBITDA (1)(6)

116

183

125

184

% vs. prior year comparable

Synergies and cost reductions

PF Adjusted EBITDA

412

March 28, 2026

Quarter

Year-to-date

Cash from operations

Additions to property, plant and equipment

(14

)

(29

)

Free Cash Flow

(1)

Supplemental financial measures that are not required by, or presented in accordance with, accounting principles generally accepted in the United States (“GAAP”). These non-GAAP

financial measures should not be considered as alternatives to operating or net income or cash flows from operating activities, in each case determined in accordance with GAAP. Comparable basis measures exclude the impact of currency

translation effects and acquisitions. These non-GAAP financial measures may be calculated differently by other companies, including other companies in our industry, limiting their usefulness as comparative measures. Management

believes that Adjusted EBITDA and other non-GAAP financial measures are useful to our investors because they allow for a better period-over-period comparison of operating results by removing the impact of items that, in management’s

view, do not reflect our core operating performance. We define “free cash flow” as cash flow from operating activities less net additions to property, plant, and equipment. We believe free cash flow is useful to an investor in

evaluating our liquidity because free cash flow and similar measures are widely used by investors, securities analysts, and other interested parties in our industry to measure a company’s liquidity. We believe free cash flow is also

useful to an investor in evaluating our liquidity as it can assist in assessing a company’s ability to fund its growth through its generation of cash and as pre-merger cash flow is not indicative of our current structure and operations.

We also use Adjusted EBITDA and comparable basis measures, among other measures, to evaluate management performance and in determining performance-based compensation. Adjusted EBITDA is a measure widely used by investors, securities

analysts, and other interested parties in our industry to measure a company’s performance. We also believe these measures are useful to an investor in evaluating our performance without regard to revenue and expense recognition, which

can vary depending upon accounting methods.

(2)

Includes restructuring, business optimization and other charges, which includes $17 million of transaction compensation expense in the prior year

(3)

Consists of estimated parent-allocated charges for the period prior to merger which is required by GAAP as part of the carve-out financial statement process

(4)

Prior year includes $12 million inventory step-up charge related to the merger and other non-cash charges

(5)

Includes stock compensation expense and equipment disposals

(6)

The prior year comparable basis change excludes the impacts of foreign currency and acquisition/mergers

IR Contact Information

Robert Weilminster

EVP, Investor Relations

IR@magnera.com

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May 07, 2026

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Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration