| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Amcor plc [ AMCR ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 08/26/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary Shares | 08/26/2026 | M | 3,748(1) | A | (2) | 17,308.2 | D | |||
| Ordinary Shares | 08/26/2026 | F | 1,661(3) | D | $0 | 15,647.2 | D | |||
| Ordinary Shares | 08/28/2026 | M | 3,643.2 | A | (2) | 19,290.4 | D | |||
| Ordinary Shares | 08/28/2026 | F | 1,614(4) | D | $0 | 17,676.4 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Options | $46.75 | 08/26/2026 | A | 5,308(5) | 08/28/2026 | 09/15/2033 | Ordinary Shares | 5,308 | $0 | 5,308 | D | ||||
| Restricted Stock Units | (2) | 08/28/2026 | M | 3,643.2 | (6) | (6) | Ordinary Shares | 3,643.2 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Settlement of performance shares that were granted on September 15, 2022 under the 2023-2024 Long Term Incentive plan of Amcor Limited ("Old Amcor"), a predecessor of Amcor, plc ("Amcor"). 3,748 of the 21,660 performance shares vested based on achievement of the performance conditions and the remaining performance shares were forfeited. |
| 2. Each restricted stock unit represents a contingent right to receive one ordinary share of Amcor upon vesting of the restricted stock units. |
| 3. 1,661 shares withheld for tax withholding arising from the recent equity plan vesting resulting in 2,087 shares. |
| 4. 1,614 shares were withheld for tax withholding arising from the recent equity incentive plan vesting resulting in 2,029.20 shares. |
| 5. Vesting of Employee Stock Options that were granted on September 15, 2023 under Old Amcor's 2023-2024 Long Term Incentive Plan. 5,308 of the 30,680 Employee Stock Options vested and the remaining Employee Stock Options were forfeited. The Employee Stock Options remain subject to a share price condition whereby the share price must exceed the exercise price for the Employee Stock Options to be exercisable. |
| 6. The restricted stock units were granted on September 16, 2024 and vest August 28, 2026. |
| /s/ Damien Clayton, Attorney-in-Fact | 08/28/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||