Form 4: Berry Global Group President William J. Norman Reports Changes in Beneficial Ownership Following Amcor Acquisition

William J. Norman, President of Berry Global Group, reports changes in beneficial ownership due to the acquisition of Berry Global Group by Amcor plc, including the conversion of restricted stock units and stock options into Amcor securities and cash.

Summary

• William J. Norman, President of Berry Global Group, filed a Form 4 on May 2, 2025, reporting changes in beneficial ownership.
• The changes are a result of the acquisition of Berry Global Group by Amcor plc, which was completed on April 30, 2025.
• As part of the acquisition, Norman's restricted stock units (RSUs) and employee stock options were converted into Amcor ordinary shares and/or cash.
• Vested RSUs were cancelled and converted into Amcor ordinary shares at a rate of 7.25 shares per Berry Global share, plus cash for dividend equivalent rights (DERs).
• Unvested RSUs were converted into Amcor RSUs and restricted cash, maintaining the same terms and conditions.
• Vested stock options were converted into Amcor ordinary shares or cancelled if the exercise price was equal to or greater than the merger consideration value, with DERs paid in cash.
• Unvested stock options were assumed by Amcor and converted into Amcor stock options, with adjustments to the number of shares and exercise price, plus restricted cash for DERs.

Sentiment

Score: 7

Explanation: The document reflects a completed acquisition, which is generally a positive event for shareholders who receive consideration. The conversion of equity awards is a neutral event, as it simply reflects the terms of the merger agreement.

Positives

• The acquisition by Amcor provided liquidity to vested equity awards held by William J. Norman.
• Unvested equity awards were converted into Amcor equity awards, allowing for continued participation in the equity of the combined company.

Negatives

• Vested stock options with an exercise price equal to or greater than the merger consideration value were cancelled without consideration (other than accrued DERs).

Risks

• The value of the Amcor ordinary shares received in exchange for Berry Global Group equity awards will fluctuate with the market price of Amcor shares.
• Tax liabilities may arise from the conversion of equity awards into Amcor shares and cash.

Future Outlook

The document does not contain specific forward-looking statements, but it reflects the completion of the acquisition of Berry Global Group by Amcor, which will shape the future operations and financial performance of both entities.

Industry Context

This announcement reflects the ongoing consolidation in the packaging industry, with Amcor acquiring Berry Global Group to expand its market presence and capabilities. Such acquisitions are driven by the desire to achieve economies of scale, broaden product offerings, and enhance geographic reach.

Comparison to Industry Standards

• Acquisitions in the packaging industry often involve the conversion of equity awards into the acquirer's equity, as seen in this case with Amcor and Berry Global Group.
• The conversion ratio of 7.25 Amcor shares per Berry Global share reflects the negotiated valuation of the transaction, which is typical in mergers and acquisitions.
• Similar transactions, such as Ball Corporation's acquisition of Rexam, also involved the conversion of equity awards and adjustments to stock option terms.

Stakeholder Impact

• Shareholders of Berry Global Group received Amcor ordinary shares and/or cash in exchange for their shares.
• Employees of Berry Global Group with unvested equity awards will continue to hold equity in Amcor, subject to the same terms and conditions as their original awards.

Key Dates

Keywords

Amcor, Berry Global Group, acquisition, merger, restricted stock units, stock options, beneficial ownership, Form 4