Amcor 8-K 2025-09-23

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): September 23, 2025

AMCOR PLC

(Exact name of registrant as specified in its charter)

+44 117 9753200

(Registrant’s telephone number, including area code)

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:

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

Indicate by check mark whether the registrant is an emerging growth company 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective September 23. 2025, Amcor plc (the “Company”) adopted an Executive Change in Control Severance Plan (the “CIC Plan”) for covered executives, including the Company’s named executive officers. The CIC Plan provides “double trigger” severance protections to the covered officers in the event of a qualifying termination of employment in connection with a change in control (as defined in the CIC Plan).

Severance benefits at the time of a change in control and a related termination without cause or a resignation for good reason (each as defined in the CIC Plan) would include cash severance equal to a multiple of base salary and target annual bonus (2x for the Company’s Chief Executive Officer and 1x for the Company’s other officer participants), a pro rata bonus for the year in which the termination occurs, accelerated vesting of equity awards and a limited period of post-employment healthcare coverage for U.S. participants.

The foregoing description of the CIC Plan is not complete, is in summary form only and is qualified in its entirety by reference to the full text of the CIC Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.