Form 4: Magnera Director Granted 5,871 RSUs

Director Kevin Fogarty received a prorated grant of 5,871 RSUs on November 14, 2025, vesting in one year to align director equity awards with the 2026 Annual Shareholder Meeting cycle.

Summary

• Kevin Michael Fogarty, a director of Magnera Corp (MAGN), was granted 5,871 Restricted Stock Units (RSUs) on 2025-11-14.
• The transaction code is “A” (award/grant) with a price of $0 and direct ownership.
• The RSUs vest in full one year from grant, on 2026-11-14; RSUs have no value until restrictions lapse at vesting.
• This is a prorated award intended to bridge the period from the 2024 RSU lapse (reported on 2025-11-04) to the 2026 Annual Shareholder Meeting.
• Upon reelection at the 2026 Annual Shareholder Meeting, directors are expected to receive a full 2026 Annual Director Award.

Sentiment

Score: 5

Explanation: Routine director RSU grant and schedule alignment; neutral impact on fundamentals with minor potential dilution.

Positives

• Clear alignment of director equity grant timing with the company’s Annual Shareholder Meeting cycle.
• Transparent disclosure of a prorated award to bridge the period between the 2024 RSU lapse (2025-11-04) and the 2026 meeting.
• One-year cliff vesting (to 2026-11-14) supports near-term alignment with shareholder interests.
• Award size explicitly disclosed: 5,871 RSUs at $0 cost to the director.

Negatives

• Time-based RSUs lack explicit performance conditions, which may be viewed as weaker pay-for-performance alignment.
• Potential dilution to shareholders upon settlement of 5,871 RSUs (if settled in shares).

Future Outlook

Directors are expected to receive a full 2026 Annual Director Award at the 2026 Annual Shareholder Meeting upon reelection; the current prorated award vests on 2026-11-14.

Management Comments

• This grant represents a prorated value of the Annual Director Award for the period between the 2024 RSU lapse on 2025-11-04 and the 2026 Annual Shareholder Meeting to align the director equity schedule.
• The 2025 Prorated Director Award vests in full one year from the grant date.
• RSUs have no value until all restrictions lapse on the final vesting date.

Industry Context

Annual, time-based RSUs for non-employee directors with one-year vesting and prorated grants during schedule changes are standard across U.S. public companies; aligning grant timing with the annual meeting is a common governance best practice.

Comparison to Industry Standards

• One-year, time-based RSU vesting for directors is consistent with prevailing U.S. board compensation practices identified by leading governance surveys (e.g., Spencer Stuart Board Index, NACD).
• Prorated equity awards to bridge timing gaps when realigning grant cycles with annual meetings are standard and viewed as administratively clean and governance-friendly.
• Granting at $0 purchase price and settling upon vesting is typical for director RSUs, aligning with common practice across U.S.-listed companies.

Corporate Governance

Related Party Transactions

• Grant of 5,871 RSUs to director Kevin Fogarty on 2025-11-14 at $0 cost, vesting on 2026-11-14, under the company’s director compensation program.

Stakeholder Impact

• Shareholders: modest potential dilution upon RSU settlement if delivered in shares.
• Directors: clearer alignment of equity grants with annual meeting cycle; continuity ensured via prorated award.
• Governance: supports best practices by synchronizing compensation with election/reelection cadence.
• Employees/Customers/Suppliers/Creditors: no direct impact disclosed.

Next Steps

• RSUs vest in full on 2026-11-14.
• Directors expected to receive a full 2026 Annual Director Award at the 2026 Annual Shareholder Meeting upon reelection.

Key Dates

Keywords

Magnera Corp, MAGN, Form 4, insider transaction, Restricted Stock Units, RSU grant, director compensation, beneficial ownership, equity award, corporate governance