Amcor PLC 8-K Filing

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Key Financial Figures

• $0.01 — registered Ordinary Shares, par value $0.01 per share AMCR New York Stock Excha
• $1.525 billion — ll or a portion of Berry Global, Inc.'s $1.525 billion 1.570% First Priority Senior Secured No

Filing Documents

• tm2531437d1_8k.htm (8-K) — 44KB
• tm2531437d1_ex1-1.htm (EX-1.1) — 428KB
• tm2531437d1_ex4-1.htm (EX-4.1) — 588KB
• tm2531437d1_ex4-2.htm (EX-4.2) — 121KB
• tm2531437d1_ex4-3.htm (EX-4.3) — 113KB
• tm2531437d1_ex4-4.htm (EX-4.4) — 114KB
• tm2531437d1_ex4-5.htm (EX-4.5) — 73KB
• tm2531437d1_ex4-6.htm (EX-4.6) — 73KB
• tm2531437d1_ex5-1.htm (EX-5.1) — 22KB
• tm2531437d1_ex5-2.htm (EX-5.2) — 58KB
• tm2531437d1_ex5-3.htm (EX-5.3) — 20KB
• tm2531437d1_ex5-4.htm (EX-5.4) — 92KB
• tm2531437d1_ex5-1img001.jpg (GRAPHIC) — 2KB
• tm2531437d1_ex1-1img01.jpg (GRAPHIC) — 6KB
• tm2531437d1_ex5-2img001.jpg (GRAPHIC) — 16KB
• tm2531437d1_ex5-4img01.jpg (GRAPHIC) — 3KB
• 0001104659-25-113169.txt ( ) — 2332KB
• amcr-20251112.xsd (EX-101.SCH) — 4KB
• amcr-20251112_def.xml (EX-101.DEF) — 27KB
• amcr-20251112_lab.xml (EX-101.LAB) — 39KB
• amcr-20251112_pre.xml (EX-101.PRE) — 25KB
• tm2531437d1_8k_htm.xml (XML) — 8KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 12, 2025, Amcor UK Finance plc (the "Issuer"), Amcor plc ("Amcor"), Amcor Group Finance plc ("AGF"), Amcor International UK plc ("AIUK"), Amcor Flexibles North America, Inc. ("AFNA"), Amcor Finance (USA), Inc. ("AFUI"), Berry Global Group, Inc. ("BGGI"), and Berry Global, Inc. ("BGI", and, together with Amcor, AGF, AIUK, AFNA, AFUI and BGGI, the "Guarantors") completed the offer and sale by the Issuer of 750,000,000 aggregate principal amount of its 3.200% Guaranteed Senior Notes due 2029 (the "2029 Notes") and 750,000,000 aggregate principal amount of its 3.750% Guaranteed Senior Notes due 2033 (the "2033 Notes" and, together with the 2029 Notes, the "Notes"), under the Registration Statement on Form S-3 (File No. 333-288681). The Notes are senior unsecured obligations of the Issuer and each Guarantor provided a full and unconditional guarantee of the Notes on a senior unsecured basis pursuant to the Indenture (as defined below) (the "Guarantee" and together with the Notes, the "Securities"). The Securities were issued pursuant to an Indenture (the "Indenture"), dated as of November 17, 2025, among the Issuer, the Guarantors, and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), together with the officer's certificates, each dated November 17, 2025 (the "Officer's Certificates"), delivered pursuant to the Indenture establishing the terms of the Notes . Pursuant to an Agency Agreement dated as of November 17, 2025 (the "Agency Agreement") relating to the Notes, the Issuer has appointed U.S. Bank Europe DAC, UK Branch, to act as paying agent for the Notes and U.S. Bank Trust Company, National Association to act as registrar and transfer agent for the Notes. Interest on the 2029 Notes will be payable in arrears on November 17 of each year, commencing on November 17 , 2026 . The 2029 Notes will mature on November 17, 2029 . Interest on the 2033 Notes will be payable in ar

03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. The information provided under Item 1.01 of this Current Report on Form 8-K regarding the Indenture, the Officer's Certificates and the Notes is incorporated by reference into this Item 2.03.

01. Other Events

Item 8.01. Other Events. On November 12, 2025, the Issuer and the Guarantors entered into an Underwriting Agreement (the "Underwriting Agreement") with the several underwriters named in Schedule 1 thereto, with respect to the offer and sale by the Issuer of 750,000,000 aggregate principal amount of the 2029 Notes and 750,000,000 aggregate principal amount of the 2033 Notes. The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the text of such document, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit No. Description 1.1* Underwriting Agreement, dated November 12, 2025, among Amcor UK Finance plc, Amcor plc, Amcor Group Finance plc, Amcor International UK, plc, Amcor Flexibles North America, Inc., Amcor Finance (USA), Inc., Berry Global Group, Inc., Berry Global, Inc. and the several underwriters named in Schedule 1 thereto. 4.1 Indenture, dated as of November 17, 2025, among Amcor UK Finance plc, Amcor plc, Amcor Finance (USA), Inc., Amcor Group Finance plc, Amcor International UK, plc, Amcor Flexibles North America, Inc., Berry Global Group, Inc., Berry Global, Inc. and U.S. Bank Trust Company, National Association, as trustee (including the guarantees). 4.2* Agency Agreement, dated as of November 17 , 2025 , among Amcor UK Finance plc, as issuer, U.S. Bank Europe DAC, UK Branch, as paying agent, and U.S. Bank Trust Company, National Association, as transfer agent, registrar and trustee. 4.3 Officer's Certificate of Amcor UK Finance plc, dated November 17 , 2025 . 4.4 Officer's Certificate of Amcor UK Finance plc, dated November 17 , 2025 . 4.5 Form of 3.200% Guaranteed Senior Note due 2029. 4.6 Form of 3.750% Guaranteed Senior Note due 2033. 5.1 Opinion of Perkins Coie LLP. 5.2 Opinion of Herbert Smith Freehills Kramer LLP. 5.3 Opinion of Bryan Cave Leighton Paisner LLP. 5.4 Opinion of Ogier (Jersey) LLP. 23.1 Consent of Perkins Coie LLP (included in Exhibit 5.1 hereto). 23.2 Consent of Herbert Smith Freehills Kramer LLP (included in Exhibit 5.2 hereto). 23.3 Consent of Bryan Cave Leighton Paisner LLP (included in Exhibit 5.3 hereto). 23.4 Consent of Ogier (Jersey) LLP (included in Exhibit 5.4 hereto). 104 Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document. * Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Amcor hereby undertakes to supplementally

SIGNATURES

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. AMCOR PLC By: /s/ Damien Clayton Name: Damien Clayton Title: Company Secretary Dated: November 17, 2025

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