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): October 8, 2025
AMCOR PLC
(Exact name of registrant as specified in its charter)
| Jersey | 001-38932 | 98-1455367 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 83 Tower Road North | |
| Warmley, Bristol | |
| United Kingdom | BS30 8XP |
| (Address of principal executive offices) | (Zip Code) |
+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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| 1.125% Guaranteed Senior Notes Due 2027 | AUKF/27 | New York Stock Exchange |
| 5.450% Guaranteed Senior Notes Due 2029 | AMCR/29 | New York Stock Exchange |
| 3.950% Guaranteed Senior Notes Due 2032 | AMCR/32 | New York Stock Exchange |
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.
On October 9, 2025, Amcor plc (the “Company”) announced that Michael Casamento, the Company’s Executive Vice President and Chief Financial Officer, will step down from his officer role effective November 10, 2025 in connection with his decision to return home to Australia full-time. Mr. Casamento will remain employed as a special advisor to the Company until June 30, 2026 (the “Termination Date”) to ensure a smooth transition of his duties, reporting to the Chief Financial Officer in such role; the Company and Mr. Casamento may agree to an earlier Termination Date. Mr. Casamento’s departure from the Company is not as a result of any disagreement with the Company.
Mr. Casamento is a party to an employment agreement with the Company, dated September 23, 2015 (the “Casamento Employment Agreement”), which was modified by a letter agreement, dated April 30, 2025, between the Company and Mr. Casamento (the “Casamento Letter Agreement” and, together with the Casamento Employment Agreement, the “Existing Employment Agreement”). In connection with Mr. Casamento’s departure, he has entered into a Mutual Settlement Agreement with the Company, dated October 8, 2025 (the “Mutual Settlement Agreement”), which serves as an amendment to any relevant clauses included in Mr. Casamento’s Existing Employment Agreement. The Mutual Settlement Agreement provides for the following, in exchange for Mr. Casamento’s execution of a general release of claims, as well as continued compliance with the covenants in the Mutual Settlement Agreement and the Existing Employment Agreement: (1) continued base salary at the amount that Mr. Casamento was receiving immediately prior to his departure from his officer role, and continued benefits, through the Termination Date; (2) a payment in an amount equal to twelve months’ base salary, payable following the Termination Date; (3) the right to receive the actual cash bonus, if any is earned, under the Company’s Management Incentive Plan (the “MIP”) for the fiscal year ending June 30, 2026, pro-rated if the Termination Date occurs earlier than fiscal year end, at the same time such bonuses are otherwise paid; (4) the continued right to vest in any equity awards issued by the Company for which the vesting date occurs prior to the Termination Date (contingent on any requirements for vesting being met), including those awards issued under the Company’s Senior Executive Retention Share Plan; (5) vesting within 30 days after the Termination Date of any unvested awards under the Company’s Equity Management Incentive Plan; (6) treatment under the Company’s Long-Term Incentive Plan (the “LTIP”) of various awards based on their status, including (i) the ability to exercise vested but unexercised options or performance rights for 90 days after the Termination Date, and (ii) pro-rated vesting of performance-based equity awards and options if more than half of the performance period has been satisfied as of the Termination Date, with performance tested as of the assessment date and 90 days to exercise following their vesting date; (7) pro-ration of unvested performance shares and options under the FY2026 LTIP flex up grant, with performance tested as of the assessment date and the expiration date of the options set in 2035; (8) other than as discussed in (7) herein, cancellation of any equity awards issued under the LTIP at July 1, 2025 or later; (9) relocation assistance to Melbourne, Australia; and (10) settlement of his vacation days following the Termination Date.
In exchange for the payments made under the Mutual Settlement Agreement, Mr. Casamento provides a general release of claims as related to the Company and its affiliates, officers, directors, and shareholders. The Mutual Settlement Agreement and Existing Employment Agreement contain customary restrictive covenants relating to non-competition, non-solicitation, non-disparagement, and confidentiality, for which the payments described above will serve as consideration.
Mr. Stephen R. Scherger, 61, has been appointed to serve as the Company’s Executive Vice President and Chief Financial Officer, effective November 10, 2025. Mr. Scherger previously served as Chief Financial Officer of Graphic Packaging (NYSE: GPK), a publicly traded provider of fiber-based packaging solutions to food, beverage, foodservice, and other consumer products companies, from 2015 to 2025. From 2014 to 2015 he served as Senior Vice President, Finance of Graphic Packaging and from 2012 to 2014, he served as Senior Vice President, Consumer Packaging of Graphic Packaging, where he had direct responsibility for a $2.1 billion business comprising approximately 6,000 employees and 28 manufacturing facilities. He spent the first 25 years of his career at MeadWestvaco, where he served in finance, operations and strategy roles of increasing responsibility, ultimately assuming the role of President of the company’s $1.3 billion Beverage and Consumer Electronics business. Mr. Scherger is a member of the Board of Directors of Middleby Corporation (NASDAQ: MIDD), serving as a member of the Audit Committee and Chair of the Compensation Committee.
In connection with Mr. Scherger’s appointment, he entered into an offer letter with the Company, dated October 8, 2025 (the “Scherger Letter Agreement”), that sets forth employment and compensation terms. Pursuant to the terms of the Scherger Letter Agreement, Mr. Scherger will receive an annualized base salary of US $1,000,000 and will participate in the MIP with a target opportunity of 100% of base salary and payouts ranging from 0% to 200% of base salary based on achievement of performance targets set by the Company, with his fiscal 2026 participation pro-rated to reflect his appointment date. Mr. Scherger will also participate in the LTIP with annual grants made to him with respect to a number of shares having target grant date fair value of 300% of his base salary, with the grant for fiscal 2026 being pro-rated to reflect his appointment date. Additionally, on his appointment date, Mr. Scherger will receive a special grant under the LTIP with respect to a number of shares having an anticipated target grant fair value of 195% of his base salary.
Mr. Scherger will also receive a one-time sign-on cash bonus of US $500,000 payable in February 2026, and a special retention equity grant at the appointment date of restricted stock units having a value of US $2,300,000, 50% of which will vest one year from the appointment date and the other 50% of which will vest two years from the appointment date. Mr. Scherger will receive financial support to relocate to Deerfield, IL in accordance with the Company’s relocation policy, subject to his initiating the support by the one-year anniversary of the appointment date.
Mr. Scherger will be entitled to participate in the Company’s Executive Change in Control Severance Plan as a non-CEO participant. Mr. Scherger will also be subject to restrictive covenants, as set forth in the Scherger Letter Agreement, including perpetual confidentiality, assignment of inventions, and non-solicitation and non-competition covenants that continue for twelve months following termination of employment. The notice period for Mr. Scherger to terminate his employment under the Scherger Letter Agreement is six months’ written notice.
There are no transactions since the beginning of the Company’s last fiscal year in which the Company is a participant and in which Mr. Scherger or any members of his immediate family have any interest that are required to be reported under Item 404(a) of Regulation S-K. No family relationships exist between Mr. Scherger and any of the Company’s directors or executive officers. The appointment of Mr. Scherger was not pursuant to any arrangement or understanding between him and any person, other than a director or executive officer of the Company acting in his or her official capacity.
The foregoing descriptions of the Casamento Letter Agreement, the Casamento Employment Agreement, the Mutual Settlement Agreement and the Scherger Letter Agreement are not complete, are in summary form only and are qualified in their entirety by reference to the full text of the Casamento Letter Agreement, the Casamento Employment Agreement, the Mutual Settlement Agreement and the Scherger Letter Agreement, which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K, respectively. A copy of the press release announcing the departure of Mr. Casamento and the hiring of Mr. Scherger is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 7.01. Regulation FD.
On October 9, 2025, in a press release dated that same date and included as Exhibit 99.1 to this Current Report on Form 8-K, the Company reaffirmed its first quarter and fiscal year 2026 outlook, as provided in connection with fourth quarter and fiscal year 2025 financial results on August 14, 2025. The Company continues to expect Adjusted EPS of 80-83 cps, representing 12-17% constant currency growth, and Free Cash Flow of $1.8-1.9 billion for fiscal year 2026. For the first quarter, Amcor also expects Adjusted EPS to be within the previously announced 18-20 cps range.
Cautionary Statement Regarding Forward-Looking Statements
Unless otherwise indicated, references to "Amcor," the "Company," "we," "our," and "us" in this filing refer to Amcor plc and its consolidated subsidiaries. This document contains certain statements that are "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified with words like "believe," "expect," "target," "project," "may," "could," "would," "approximately," "possible," "will," "should," "intend," "plan," "anticipate," "commit," "estimate," "potential," "ambitions," "outlook," or "continue," the negative of these words, other terms of similar meaning, or the use of future dates. Such statements are based on the current expectations of the management of Amcor and are qualified by the inherent risks and uncertainties surrounding future expectations generally. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. Neither Amcor nor any of its respective directors, executive officers, or advisors, provide any representation, assurance, or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur or if any of them do occur, what impact they will have on the business, results of operations or financial condition of Amcor. Should any risks and uncertainties develop into actual events, these developments could have a material adverse effect on Amcor's business, including the ability to successfully realize the expected benefits of the merger of Amcor and Berry Global Group, Inc. Risks and uncertainties that could cause actual results to differ from expectations include, but are not limited to: risks arising from the integration of the Amcor and Berry Global Group, Inc., ("Berry Global") businesses as a result of the Merger completed on April 30, 2025 (the "Transaction"); risk of continued substantial and unexpected costs or expenses resulting from the Transaction; risk that the anticipated benefits of the Transaction may not be realized when expected or at all; risk that the Company's significant indebtedness may limit its flexibility and increase its borrowing costs; risk that the Merger related tax liabilities could have a material impact on the Company's financial results; changes in consumer demand patterns and customer requirements in numerous industries; risk of loss of key customers, a reduction in their production requirements, or consolidation among key customers; significant competition in the industries and regions in which we operate; an inability to expand our current business effectively through either organic growth, including product innovation, investments, or acquisitions; challenging global economic conditions; impacts of operating internationally; price fluctuations or shortages in the availability of raw materials, energy and other inputs, which could adversely affect our business; production, supply, and other commercial risks, including counterparty credit risks, which may be exacerbated in times of economic volatility; pandemics, epidemics, or other disease outbreaks; an inability to attract, develop, and retain our skilled workforce and manage key officer and employee transitions; labor disputes and an inability to renew collective bargaining agreements at acceptable terms; physical impacts of climate change; significant disruption at key manufacturing facilities; cybersecurity risks, which could disrupt our operations or risk of loss of our sensitive business information; failures or disruptions in our information technology systems which could disrupt our operations, compromise customer, employee, supplier, and other data; rising interest rates that increase our borrowing costs on our variable rate indebtedness and could have other negative impacts; foreign exchange rate risk; a significant write-down of goodwill and/or other intangible assets; a failure to maintain an effective system of internal control over financial reporting; an inability of our insurance policies, including our use of a captive insurance company, to provide adequate protection against all of the key operational risks we face; an inability to defend our intellectual property rights or intellectual property infringement claims against us; litigation, including product liability claims or litigation related to Environmental, Social, and Governance ("ESG") matters, or regulatory developments; increasing scrutiny and changing expectations from investors, customers, suppliers, and governments with respect to our ESG practices and commitments resulting in additional costs or exposure to additional risks; changing ESG government regulations including climate-related rules; changing environmental, health, and safety laws; changes in tax laws or changes in our geographic mix of earnings; and changes in trade policy, including tariff and custom regulations or failing to comply with such regulations. These risks and uncertainties are supplemented by those identified from time to time in our filings with the Securities and Exchange Commission (the "SEC"), including without limitation, those described under Part I, "Item 1A - Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, and as updated by our quarterly reports on Form 10-Q. You can obtain copies of Amcor’s filings with the SEC for free at the SEC’s website (www.sec.gov). Forward-looking statements included herein are made only as of the date hereof and Amcor does not undertake any obligation to update any forward-looking statements, or any other information in this communication, as a result of new information, future developments or otherwise, or to correct any inaccuracies or omissions in them which become apparent, except as expressly required by law. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement.
Item 9.01. Financial Statements and 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.
| AMCOR PLC | |||
| Date | October 9, 2025 | /s/ Damien Clayton | |
| Name: | Damien Clayton | ||
| Title: | Company Secretary | ||
Exhibit 10.3

Strictly Private and Confidential
WITHOUT PREJUDICE
8 October 2025
Mutual Settlement Agreement
This settlement agreement (the “Agreement”) is made on 8 October 2025 by and between the following parties:
Amcor Group GmbH
Thurgauerstrasse 34, 8050 Zürich, Switzerland
(together with its parent, subsidiary, and affiliate entities the “Company”)
and
Michael Casamento
Seestrasse 26, 8800 Thalwil, Switzerland
(the “Employee”)
(The Company and Employee each a “Party” and together the “Parties”)
regarding the termination of employment relationship.
Whereas:
| · | The Employee is currently employed by the Company pursuant to an employment agreement concluded between the Parties on 23 September 2015 (“CFO Appointment Agreement”) (the CFO Appointment Agreement, together with any other agreements governing Employee’s employment relationship with Company collectively the “Employment Agreement”); |
| · | The Parties agree to terminate the employment relationship and the Employment Agreement by mutual agreement effective 30 June 2026 in accordance with the provisions contained in this agreement. |
Termination of Employment Relationship
The Parties agree that the Employee’s employment by Company shall end on 30 June 2026 (the “Termination Date”). From 10 November 2025 through the Termination Date, Employee shall have the role of Special Advisor, reporting to the Chief Financial Officer. The Termination Date may be earlier, if mutually agreed by both parties.
Compensation and Benefits
In consideration of the Employee’s obligations under this Agreement and in full and final settlement of all of the Employee’s rights pursuant to the Employment Agreement and the employment with the Company, the Company shall, subject to the full adherence of the Employee to the terms and conditions of the Employment Agreement and this Agreement, pay the following gross amounts to the Employee (the “Compensation and Benefits”):
| · | Base Salary and benefits will be provided as normal until Termination Date. |
| · | A payment equivalent to 12 months' salary will be paid within 30 days of the Termination Date. The payment is made on the basis of the termination of the employment relationship in full settlement of 12 months' notice per clause 14 (ii) of the CFO Appointment Agreement and serves as a severance payment. The severance payment serves to mitigate the financial consequences of old age. The employee's departure from the company may result in a future gap in his occupational benefits. At the time of termination of the employment relationship, the employee is already 55 years old and this may result in him giving up gainful employment at this time. Accordingly, this severance payment serves to provide for the future pension and covers the ordinary employer and employee contributions between leaving the pension fund and reaching ordinary retirement age. |
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| · | The Company shall pay Employee an amount equal to the annual bonus for the 2026 fiscal year (or pro-rated based on whole months served if an earlier Termination Date is mutually agreed by both parties) (the “Annual Bonus Amount”). This Annual Bonus Amount will be calculated based on actual scorecard results, per the normal process. The Annual Bonus Amount will be payable at the same time as annual bonuses for the Company’s 2026 fiscal year are paid to other employees of the Company. |
| · | As described in Exhibit A, all equity and equity-based awards held by Employee with respect to Amcor plc (“Amcor”) or its affiliates that are outstanding and unvested as of the Termination Date (the “Existing Equity Awards”) shall be treated in accordance with, and remain subject in all respects to, all of the terms and conditions of the applicable award agreements and equity plan. |
| · | The Company will provide Employee with the following support to relocate back to Melbourne, Australia. This support is dependent on the receipt of this signed Mutual Settlement Agreement |
| o | Fare costs associated with one-way travel in line with the Company's travel policy. |
| o | One 20' shipping container plus up to 200kg air shipment. If Employee decides not to use this support, the Company will provide Employee with a net allowance of USD 20,000 to support self-managed relocation of Employee’s household goods. |
| · | Any unused vacation outstanding or accrued in the period through to the Termination Date will be considered used during any periods of leave up to the Termination Date. Any outstanding leave will be settled as a payment within 30 days of the Termination Date. |
Employee acknowledges that by accepting the Compensation and Benefits and by entering into this Agreement, he waives all of his rights against the Company, including, without limiting the generality of the foregoing, the claims provided by art. 336c of the Swiss Code of Obligations (Termination at an inopportune juncture by the Employer).
Return of Company Property and Resignation from Corporate Functions
By no later than the Termination Date the Employee will return all Company belongings that he is in possession of and will provide any information to the effective continuation of the work such as passwords, network keys, etc.
By no later than the Termination Date, Employee shall resign from all offices held by him in the Company. In the event of his failure to do so the Company is hereby irrevocably authorised to appoint some person in his name and on his behalf to sign and execute all documents and do all things necessary to constitute and give effect to such resignation.
Confidentiality and Further Obligations of Employee
The Employee hereby undertakes to keep the terms of this Agreement strictly confidential and not to disclose them to any third party unless required by law or any court, administrative or governmental authority.
The termination of the Employment Agreement pursuant to the terms hereof shall not relieve the Employee from his obligation to keep confidential any confidential information as set forth in clause 15 of the Employment Agreement.
The Employee shall continue to be bound by any other obligations set forth in the Employment Agreement that survive the termination of the Employee’s employment (including, but not limited to, Restrictions and Non-Compete, Intellectual Property / trade secrets owned by the Company).
Non-Disparagement
Employee shall not, whether in writing or orally, malign, denigrate or disparage the Company or its predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light.
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Cooperation
Employee agrees to cooperate with Company in the transition of the services that Employee provided to Company. Employee agrees to communicate with Company, its agents and attorneys, at reasonable times and places, and to respond to inquiries relating to the services that Employee provided to Company.
Employee also agrees to cooperate with Company in connection with any pending or future litigation, proceeding or other matter which has been or may be brought against or by Company before any agency, court, or other tribunal and concerning or relating in any way to any matter falling wtihin Employee’s knowledge or former area of responsibility. Such cooperation includes meeting with Company’s attorneys at reasonable dates and times and providing requested information including, without limitation, facilitating and assisting in the preparation of any underlying defense, responding to discovery requests, preparing for and attending depositions as well as appearing in court to provide truthful testimony. Company will reimburse Employee for all reasonable out of pocket expenses incurred at the request of Company associated with such assistance.
Pension and Insurance
On termination of the Employment Agreement, Employee’s membership of the Amcor Pension Fund ceases. With regard to the sum transferable (portable sum), the legal provisions and the relevant regulations will apply.
Employee’s current accident insurance (SWICA) will remain in effect for 30 days (even in months that have 31 days) after Termination Date. Thereafter, the cover provided by the compulsory occupational and non-occupational insurance in accordance with the accident insurance act (UVG) ceases. Employee must ensure that he is insured against all accidents by a new employer or be covered against accidents by his health insurance company (mandatory). Within the aforementioned period of 30 days, Employee may also take out an additional policy (Abredeversicherung) for another 180 days (the form is available on request at HR Head Office Zurich).
Full and Final Settlement
Subject to the terms of this Agreement, each of the Parties waives any and all rights or claims whatsoever against the other Party and releases the other Party from any and all obligations. This Agreement is in full and final settlement of any rights or obligations of either Party that may exist on the date hereof or at any time hereafter in connection with or arising out of the Employment Agreement, the employment of the Employee and/or the termination hereof, including, without limiting the foregoing, the protection rules in article 336c Swiss Code of Obligations.
Effective Date
This Agreement shall enter effect on the date hereof.
Governing Law and Jurisdiction
This Agreement shall be subject to and construed in accordance with Swiss substantive law.
Any dispute, controversy or claim arising out of or in relation to this Agreement, including the validity, breach or termination thereof, shall be referred to and determined by the courts of the respondent’s domicile or seat at the place where the Employee normally worked.
Your sincerely,
| /s/ Dalina Gjunkshi | October 8, 2025 | |
| Dalina Gjunkshi | ||
| Member of the Management Board | ||
| For and on behalf of Amcor Group GmbH |
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ACKNOWLEDGEMENT AND ACCEPTANCE
I, Michael Casamento, accept and agree to be bound by the contents of this agreement.
| /s/ Michael Casamento | October 6, 2025 | |
| Signature | Date |
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EXHIBIT A
| 1. | Senior Executive Retention Share Plan (SERSP): 170,000 rights were granted to the Employee under this plan. These will vest in February 2026 and in accordance with the terms of the plan. |
| 2. | Equity Management Incentive Plan (EMIP): Any unvested awards as of the Termination Date will vest in full within 30 days of the Termination Date. |
| 3. | Long-Term Incentive Plan (LTIP) issued prior to 1 July 2025: |
| i. | Any options and/or performance rights that are vested but unexercised as of the Termination Date must be exercised no later than 90 days after the Termination Date. |
| ii. | Any unvested awards of performance shares, performance rights and/or options as of the Termination Date will be pro-rated (if more than half the performance period is served) based on time served as a percentage of the performance period (which started on 1 July of the respective grant year (the “Proration Percentage”)). The Proration Percentage for each award is calculated as a fraction, the numerator of which is the number of days in the applicable performance period up to and including the Termination Date and the denominator of which is the number of days in the applicable performance period. |
| iii. | Any performance shares, performance rights and/or options where more than half the performance period is not served will be cancelled. |
| iv. | Performance conditions for any Proration Percentage of performance shares, performance rights and/or options resulting from item (3.ii) above will be tested at the regularly scheduled assessment date. |
| v. | Any options and/or performance rights that vest after the performance conditions are tested, will be made available for exercise by the Employee and must be exercised no later than 90 days after the vesting date. |
| vi. | Any options and/or performance rights that do not vest or vested options and/or performance rights that remain unexercised after 90 days from vest will be cancelled. |
| 4. | LTIP issued on or after 1 July 2025: Except for those issued under the FY26 LTIP Flex-up Grant (treatment described in point 5 below), any unvested awards of performance shares and/or options will be cancelled. |
| 5. | FY26 LTIP Flex-up Grant: |
| i. | Unvested performance shares and options issued under the FY26 LTIP Flex-up Grant shall be prorated (using the “Proration Percentage” outlined above) as of the Termination Date. |
| ii. | Performance conditions for any Proration Percentage of performance shares resulting from item (5.i) above will be tested at the regularly scheduled assessment date. |
| iii. | Any Proration Percentage of options resulting from item (5.i) above will continue to vest at the regularly scheduled date, at which point they will be made available for exercise by the Employee and must be exercised no later than 15 September 2035 (the “Expiration Date”). Any vested options that remain unexercised after the Expiration Date will be cancelled. |
| 6. | Tax obligations: Employee will be responsible for any income tax obligations arising from points (1) to (5) described above. |
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Exhibit 10.4

Strictly Private and Confidential
8 October 2025
Stephen Scherger
-- By email/ in-person --
OFFER OF EMPLOYMENT – Executive Vice President, Chief Financial Officer (CFO)
Dear Stephen,
On behalf of Amcor plc and its subsidiaries including Berry Global Group, Inc. (“Berry”) (collectively “Amcor”) I am delighted to confirm your appointment to the above role pursuant to the terms and conditions of this employment offer letter agreement (this “Agreement”).
Position: You will be employed by Amcor Flexibles North America (“Amcor”) as Executive Vice President, Chief Financial Officer (CFO), reporting to me and be based in Deerfield, IL, effective from 10 November 2025 (the “appointment date”).
Salary: Your base salary will be $1,000,000 annually, which will be paid in bi-weekly increments. Your salary will be reviewed annually on a date selected by Amcor. Salaries are adjusted at Amcor’s sole discretion to take into account company performance, your individual performance, and market and industry conditions. Amcor is not obliged to increase your salary as a result of any review. Your next salary review will be October 2026.
Management Incentive Plan (MIP): Starting on the appointment date, you will be eligible to participate in an annual cash bonus plan (as may be in effect from time to time, the “MIP”), pursuant to which you will be eligible to earn an annual cash bonus (the “Annual Bonus”), with a target Annual Bonus opportunity equal to 100% of your base salary, and with the actual Annual Bonus ranging from 0% to 200% based on performance targets as determined by Amcor in its sole discretion. Under the terms of the MIP as currently in effect, any payment of Annual Bonus is subject to you being employed with Amcor on the date of payment as well as you not having received or given notice of termination of your employment and remaining in good standing as of such date. The terms of the MIP are described in the relevant governing documents and may be modified by Amcor from time to time in its sole discretion. Your participation for fiscal year 2026 will be pro-rated based on your appointment date.
Long-Term Incentive Plan (LTIP):
| · | Annual LTIP Grant: Starting on the appointment date, you will be eligible to participate in a long-term incentive plan (as may be in effect from time to time, the “LTIP”), pursuant to which you will be eligible to receive an award annually consisting of Performance Shares (“PSUs”), Restricted Stock Units (“RSUs”) and/or Stock Options (with the instruments used and their mix to be determined by Amcor, at its discretion) in Amcor plc (collectively, the “Annual Award”). The Award will be made with respect to a number of shares of Amcor plc based on a grant date fair value, as determined by Amcor, currently targeted at 300% of your base salary. Your grant under the LTIP for fiscal year 2026 will be pro-rated based on your appointment date. |
| · | Special LTIP grant: On the appointment date, you will be provided a special LTIP grant consisting of PSUs and Stock Options (with the instruments used and their mix to be determined by Amcor, at its discretion) in Amcor plc (collectively, the “Flex-up Award”). The Flex-up Award will be made with respect to a number of shares of Amcor plc based on a grant date fair value, as determined by Amcor, currently targeted at 195% of your base salary. |
Vesting of the Annual Award and Flex-up Award are subject to your continued employment with Amcor as well as you not having received or given notice of termination of your employment and remaining in good standing as of the applicable vesting date. For the avoidance of doubt, the terms and conditions of all awards granted under the LTIP will be set forth in the applicable governing documents and grant agreement (each to be separately provided to you), and will be governed entirely by those documents, and any award hereunder shall be subject to the ultimate approval of Amcor’s plc Board of Directors.
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Senior Executive Retention Share Plan (SERSP) grant: On the appointment date, you will be provided a special grant of RSUs under the SERSP with a grant fair value of $2,300,000 of which 50% will vest one (1) year from the appointment date, and the remaining 50% will vest two (2) years from the appointment date.
Special Payment - sign-on: You will be provided with a one-off cash payment of $500,000 payable in February 2026.
Benefits: You will be eligible to participate in the US benefit plans as may be in effect from time to time, subject to the terms and conditions of the applicable plans, details of which will be provided to you separately. For the avoidance of doubt, Amcor has the right, in its sole discretion, to amend, alter and/or discontinue any US benefit plans at any time.
Vacation: You will be eligible for 20 days' vacation per year.
Holidays: You will observe and be paid for holidays recognized at your primary work location.
Relocation: You will be provided with support to relocate to Deerfield, IL per the AFNA Executive Relocation Policy (details to be provided separately). In order to be eligible for the executive relocation you must initiate your home sale support by the one-year anniversary of your appointment date.
Tax Matters, Withholding: Unless otherwise noted, all forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.
Minimum shareholding policy: You will be required to retain any shares delivered from Amcor’s equity incentive programs to build and maintain a holding of Amcor shares equivalent to three (3) times your base salary over a period of 5 years from the appointment date.
Compliance with policies: As a condition of your employment, Amcor expects you to comply with all standards, policies and procedures (as amended from time to time) including, but not limited to, anti-bribery and corruption, behavioural standards and governance, competition compliance, code of conduct and ethics, health and safety, use of confidential information, intellectual property, share trading, privacy and other policies. These policies will be made available to you through the intranet.
Restrictive Covenants: As a condition of your employment and participation in various incentive plans, you will be asked to sign the Employee Confidentiality, Loyalty, Non-Compete and Invention Agreement attached hereto (the “Restrictive Covenants Agreement”).
Termination: You may terminate your employment by giving not less than 6 months’ written notice, unless Amcor agrees to accept a shorter period of notice (although no payment will be made to you on account of any period waived).
Amcor may terminate your employment at any time, with or without notice or Cause (as defined below). However, in the event your employment is terminated by Amcor, other than (i) for Cause, (ii) following your permanent disability or (iii) following your death, you will be eligible to participate in Amcor’s Severance Plan and be eligible to receive a severance payment equivalent to 12 months’ base salary. Such payment is also made in satisfaction of any statutory notice payments that Amcor may be required to make. Any severance will be payable in monthly instalments (Amcor may, at is discretion, pay as a lump sum in lieu of instalments) subject to your execution of a general release and such other documents as the company may reasonably request and your compliance with the terms of this offer letter and any obligations under Amcor’s Severance Plan.
For purposes of this Agreement, “Cause” means any of the following: (i) your serious or persistent failure to perform the essential duties of your position; (ii) your breach of any non-competition agreement, non-solicitation agreement, confidentiality agreement or any other agreement entered into by you with, or for the benefit of, any member of the Company Group (as defined below); (iii) your refusal to abide by or comply with the corporate policies or procedures of Amcor and/or Amcor plc; (iv) your willful dishonesty or misconduct with respect to the business and/or affairs of Amcor; or (v) your indictment for, conviction of, or a plea of no contest to, a felony or any other crime involving moral turpitude brought against you, which in the reasonable judgment of Amcor impairs your ability to perform the duties of your position and/or brings Amcor into disrepute.
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For purposes of this Agreement, “Company Group” means Amcor and its direct or indirect parent corporations and any of their respective subsidiaries and affiliates (including Berry).
Section 409A: The intent of the parties hereto is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted by law, this Agreement shall be interpreted to be in compliance therewith or exempt therefrom. In no event whatsoever shall Amcor be liable for any additional tax, interest or penalty that may be imposed on you by Section 409A or damages for failing to comply with Section 409A.
A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A, then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service”, and (B) the date of your death, to the extent required under Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.
To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by you, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.
For purposes of Section 409A, your right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of Amcor.
Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment or benefit under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.
Assignment: You will not assign any rights, or delegate or subcontract any obligations, under this Agreement. Amcor may freely assign this Agreement and their rights and obligations under this Agreement at any time to any parent, affiliate or successor or purchaser of assets without your consent.
Entire Agreement; Amendment: Except as specifically contemplated herein, this Agreement (together with the Restrictive Covenants Agreement and any other attachments hereto) constitutes the entire agreement by you and Amcor with respect to the subject matter hereof, and supersedes any and all prior agreements or understandings between you and any member of the Company Group with respect to the subject matter hereof, whether written or oral (including, without limitation, any prior offer letter, employment agreement or similar contract); provided, that, this Agreement does not supersede any prior agreement or promise between you and any member of the Company Group regarding confidentiality, non-competition, non-disclosure, non- solicitation, non-disparagement or intellectual property, and any and all such agreements and promises shall remain in full force and effect. Amcor may amend, modify, or terminate this Agreement for the purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted by law, except that no amendment or alteration that would materially adversely affect your rights under this Agreement shall be made without your consent.
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Counterparts: This Agreement may be executed in counterparts. Each part will be deemed an original and be fully binding and legally operative on the signing party. A copy, facsimile, and/or electronic copy of either party’s signature shall have the same meaning and effect as an original signature.
Please complete the offer acknowledgement and acceptance below and return it along with a signed copy of the attached Employee Confidentiality Agreement to me within three (3) business days following the date of this Agreement.
| Yours sincerely, | ||
| /s/ Peter Konieczny | ||
| Peter Konieczny | ||
| Chief Executive Officer | ||
For and on behalf of Amcor
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OFFER ACKNOWLEDGEMENT AND ACCEPTANCE
I, Stephen Scherger, hereby acknowledge receipt of this Agreement (including the Restrictive Covenants Agreement and any other attachments referenced therein) and accept the position of Executive Vice President, Chief Financial Officer (CFO) with Amcor. By signing this Agreement below, I accept this offer of employment from Amcor, on the terms and subject to the conditions set forth in this Agreement.
| /s/ Stephen Scherger | October 6, 2025 | |
| Signature | Date |
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ATTACHMENT 1

EMPLOYEE CONFIDENTIALITY, LOYALTY, NON- COMPETE AND INVENTION AGREEMENT
I understand that this Agreement covers a number of matters of vital importance to Amcor plc (“Amcor”) and its parent, subsidiaries, and affiliates (all of which, together with Amcor, are referred to as the “Company”), enabling it to protect its competitive interests and also the interests of all employees of the Company. I also understand that my employment, access to confidential information, continued and future employment and compensation, and consideration for future increases in compensation are dependent on my agreement to the terms and conditions set forth below. Accordingly, I agree as follows:
| 1. | Confidentiality. Subject to Sections 1(a) and 1(b) below, I agree that during my employment or engagement by the Company and after my employment or engagement terminates with the Company for any reason, to the fullest extent permitted by applicable law, I will not disclose to any person or entity or to the public, and I will not use for my own personal benefit or the benefit of anyone else, including but not limited to a competitor or customer of the Company, any of the following information that I become aware of during my employment or engagement by the Company, which is hereafter referred to as “Confidential or Protected Information”: (a) confidential, proprietary, or trade secret information of the Company, including but not limited to all information which is related in any fashion to the Company’s business, operations, finances, products, machinery and equipment, suppliers, customers, manufacturing processes and technology, research, development, prototype or developmental bottle and/or preform samples, engineering, marketing or sales; (b) other information related in any fashion to the Company where such information is of significant value to the Company, or is regarded by the Company as confidential, or where the law protects such information from disclosure; and (c) confidential, proprietary or trade secret information of another person or entity provided to the Company. I understand that this description of “Confidential or Protected Information” includes all such information in any and all forms, whether written, oral or electronic, or on a computer, tape, disk or in any other form, and includes all originals, copies, portions, and summaries of all such information. I also agree not to use or disclose any confidential information of any of my prior employers for the benefit of the Company and to continue to abide by all confidentiality agreements I may have with my prior employers. I further agree not to bring onto the Company’s premises, or electronically transmit, any documents incorporating confidential information of any prior employer. |
| a. | In accordance with the Defend Trade Secrets Act, 18 U.S.C. § 1833(b), and other applicable law, nothing in this Agreement, or any other agreement or policy shall prevent me from, or expose me to criminal or civil liability under federal or state trade secret law for, (i) directly or indirectly sharing any Company trade secrets or other Confidential or Protected Information (except information protected by any attorney-client or work product privilege) with an attorney or with any federal, state, or local government agencies, regulators or officials, for the purpose of investigating or reporting a suspected violation of law, whether in response to a subpoena or otherwise, without notice to the Company, or (ii) disclosing the Company’s trade secrets in a filing in connection with a legal claim, provided that the filing is made under seal. |
| b. | Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement, without advance notice to the Company, (A) prevents me from (i) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that I have reason to believe is unlawful or impedes me from participating, cooperating or testifying in any action, investigation or proceeding with, or providing information to, any governmental agency, legislative body or any self-regulatory organization, including, but not limited to, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the United States Congress and any agency Inspector General (collectively, “Governmental Authority”), or (ii) reporting possible violations of applicable law or regulation to any Governmental Authority, or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation, or (B) requires me to provide notification that I have made such reports or disclosures. Nothing in this Agreement prevents me from exercising rights under Section 7 of the National Labor Relations Act (NLRA) to engage in joint activity with other employees. For the avoidance of doubt, nothing contained in this Agreement limits, restricts or in any way affects any party’s right to (i) seek or receive any monetary damages, awards or other relief in connection with protected whistleblower activity or (ii) speak with law enforcement, the state division of human rights, the attorney general, a local commission on human rights, or an attorney retained by me. |
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ATTACHMENT 1
| 2. | Company Property. I agree not to remove from the Company’s premises, or electronically transmit, any Company property, including but not limited to documents, records, or materials containing any Confidential or Protected Information. Upon termination of my employment with the Company for any reason (or sooner upon request), I will return to the Company all Company property in my possession, custody, or control. Company property includes, but is not limited to, my work product and the work product of other Company employees as well as all documents, records, and materials (whether originals, copies, portions, or summaries) containing any Confidential or Protected Information. I understand that the only exceptions to these prohibitions are: (a) when necessary for me to faithfully perform my duties as an employee of Amcor or for other Company employees to faithfully perform their duties for the Company; and (b) with the express, prior written authorization of Amcor’s General Counsel. |
| 3. | Inventions. I agree to communicate at once to Amcor, all inventions, ideas and improvements (including those in the formative stages) which I conceive, make or discover (whether alone or in conjunction with others) during the period of my employment by the Company that may relate in any way to the business, processes, manufacturing operations, products, research, product development, engineering, machinery or plans of the Company (hereafter referred to as “Inventions”). Such Inventions shall be the exclusive property of Amcor without any obligation on the part of Amcor or the Company to make any payment to me in addition to my regular salary or wages. I will, at the request of the Company either during or after termination of my employment, execute patent and copyright applications, powers of attorney, and assignments relating to such Inventions and will take all such other actions as Amcor or the Company may reasonably request to maintain and protect them. The Company will pay all costs and charges incurred in protecting such inventions and improvements if it desires to protect them. I understand that this paragraph does not require the assignment of any invention which meets all of the following conditions: (i) no equipment, supplies, facilities or Confidential or Protected Information of the Company was used in its development; (ii) it was developed entirely on my own time; (iii) it does not relate to the Company’s business or to the Company’s actual or clearly anticipated research and development programs; and (iv) it does not result from any work performed by me for the Company. I understand that I am obligated to disclose to Amcor before commencing my employment and upon signing this Agreement, any inventions that I made prior to my employment by the Company and that were not assigned to my prior employer. I will disclose to Amcor promptly, and in any event prior to any publication, any publishable articles or public presentations that I write or prepare during my employment or that relate to Inventions that I made during my employment. I may not publish such articles or give such presentations without the prior written approval of Amcor’s General Counsel. The Company shall have the exclusive copyright to any such articles and presentations, unless a third party in receipt of my article or presentation requires its own exclusive copyright, in which case the Company must give its consent to such publication. |
| 4. | Non-Solicitation and Non-Competition. (a) I agree that during my employment or engagement with the Company, I will communicate with the Company’s customers and suppliers only for the benefit of the Company and not for my own personal benefit or the benefit of any other person or entity. I further agree that during my employment or engagement with the Company and for a period of twelve (12) months thereafter (the “Restricted Period”), I will not directly or indirectly: (i) solicit, accept or help others to accept, the packaging business of any customer of the Company that I or any of my direct reports solicited, serviced, or were assigned to or responsible for, during the three years preceding the termination of my employment or engagement with the Company for any reason or otherwise possess Confidential or Protected Information about (a “Restricted Customer”); (ii) induce or seek to influence any Restricted Customer or supplier of the Company to discontinue, modify, or reduce its business relationship with the Company; (iii) assist or cause any person or entity to engage in any of the above actions. (b) I also agree that during the Restricted Period, I will not directly or indirectly: (i) solicit or contact any of the Company’s employees or individual service providers for the purpose of employing or engaging them or causing them to leave the employ or engagement of the Company or to become employed by another person or entity; (ii) employ or engage any employee or individual service provider of the Company or; or (iii) become employed by, consult with or render services to: (a) any business entity that develops, produces or sells packaging, or has plans to do so within such twelve (12) month period, in any state, locality, municipality, country or other jurisdiction in which the Company develops, produces or sells flexible or rigid packaging, when such position involves any similar responsibilities to any position I occupied at the Company or where it is likely that I will use or disclose Confidential or Protected Information in such position, or (b) any Restricted Customer. For purposes of this Section 4, reference to the “Company” shall mean Amcor and its subsidiaries. |
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ATTACHMENT 1
| 5. | Injunction. I acknowledge that any breach of any of the provisions of this Agreement would cause irreparable harm to the Company. Accordingly, in the event of such a breach or threatened breach, the Company shall be entitled to a temporary restraining order and other forms of injunctive and equitable relief from a court of law without the requirement of posting a bond or other security or proving monetary damages, in court in addition to any other rights and remedies, including compensatory and punitive damages. |
| 6. | Jurisdiction; forum selection; choice of laws. In any judicial proceeding for a breach or threatened breach of this agreement, I consent to the jurisdiction of the state and federal courts in Illinois, agree not to commence an action relating to this agreement other than in Illinois or in any other location or country, agree not to seek to move or transfer a judicial proceeding brought by Amcor or the Company to a different court, waive my right to trial by jury (to the fullest extent permitted by applicable law), and agree that service of legal process and other legal papers by ordinary mail or overnight express courier to my residence or work address shall be good and sufficient service. I also agree that the validity, interpretation, construction, performance, and enforcement of this agreement will be governed solely by the internal laws of Illinois and not by the laws of any other state, territory, province, or country. |
| 7. | No Conflicting Obligations. I represent that I am not a party to any agreements that conflict with the rights of the Company under this Agreement. I will advise the Company of any such agreement with a prior employer before I commence employment with the Company or, if I have already commenced employment, before I sign this Agreement. I agree to abide by and honor any such agreement with a prior employer to the full extent such agreement is enforceable. |
| 8. | Cooperation. I acknowledge and agree that during my employment with the Company and thereafter, I shall provide reasonable and timely cooperation in connection with (a) any actual or threatened litigation, inquiry, review, investigation, process, or other matter, action, or proceeding that relates to events occurring during my employment with the Company or about which the Company otherwise believes I may have relevant information; (b) the transitioning of my role and responsibilities to other personnel; and (c) the provision of information in response to the Company’s requests and inquiries in connection with my separation. The Company agrees that it will make reasonable efforts to accommodate my personal and professional schedule and commitments in requesting assistance under this provision. I understand that if my cooperation is requested in accordance with this provision after my termination of employment with the Company, I will be reimbursed solely for reasonable travel expenses and other out-of-pocket expenses, in accordance with Company policies in effect from time to time, subject to submission of applicable receipts and approval by the Company. |
| 9. | Miscellaneous Provisions. The provisions of this Agreement shall survive the termination of my employment and govern my conduct and actions after my employment with the Company has terminated for any reason. If any provision of this Agreement is declared by a court to be invalid or unreasonable, I agree that the court should interpret or modify the provision in a manner that affords the Company the most protection allowed by law. If any provision of this Agreement is declared by a court to be void, illegal or invalid for any other reason, such provision shall be severed from this Agreement and the remaining provisions shall remain in full force and effect. If I become employed by any subsidiary or affiliate of Amcor or by its parent corporation or any of the subsidiaries or affiliates of Amcor’s parent, or if I become employed by a successor of Amcor’s business, I agree that this Agreement shall be binding upon me in all respects and that the new employer’s name shall be substituted for Amcor or the Company throughout this Agreement, unless I execute a new agreement with such new employer which specifically amends, terminates or supersedes this Agreement. This Agreement may not be modified, waived, or terminated unless such modification, waiver, or termination is agreed to in a writing signed by me and an authorized representative of the Company. The failure of the Company to enforce any provision of this Agreement or to act promptly after a breach shall not be deemed a waiver of any of Amcor’s or the Company’s rights. This Agreement is for the benefit of and is binding upon Amcor’s and the Company’s agents, successors and assigns, as well as my heirs, executors, representatives, and agents. This is the entire agreement of the parties and supersedes all prior and contemporaneous agreements, understandings, and representations of the parties pertaining to the subject matter set forth in this Agreement; provided, that, to the extent I am bound by any other restrictive covenants with the Company, such other restrictive covenants shall be in addition to, and not in lieu of, or limit or be limited by, the restrictive covenants contained herein. The titles of each section of this Agreement are for the convenience of the parties only and are not part of the Agreement. The provisions of this Agreement are in addition to my duties of loyalty imposed by law. |
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ATTACHMENT 1
ACKNOWLEDGEMENT AND ACCEPTANCE
I have read this Agreement and I acknowledge, understand, and agree to all of the terms, conditions, and representations made therein.
I further acknowledge that (i) I have received good, valuable and adequate consideration in exchange for the covenants contained in this Agreement including (as applicable), without limitation, a sufficient period of employment, professional benefits, financial benefits (including equity opportunity), significant access to Confidential or Protected Information, and training, (ii) I fully understand the provisions of this Agreement and I am entering into this Agreement knowingly, freely and voluntarily, (iii) the Company has advised me in writing to consult with an attorney or legal counsel prior to signing this Agreement and agreeing to the covenants in this Agreement, and (iv) I have been given fourteen (14) days from the date of my receipt of this Agreement to consider the terms of this Agreement, although I may sign it at any time sooner.
Stephen Scherger
| Signature | Date |
8
ATTACHMENT 2

EMPLOYEE RELOCATION AGREEMENT
I, Stephen Scherger, have been provided with a copy of Amcor plc., and affiliates, subsidiaries, and parent company’s Relocation Policy and related documentation. I have read the documentation and understand my benefits and responsibilities under such policy. I understand that pursuant to the terms of the Repayment Agreement section of the policy, I may be required to reimburse Amcor for its expenditures related to my relocation if I voluntarily or involuntarily terminate my employment with Amcor within two (2) years of my final move date or start date as Executive Vice President, Chief Financial Officer (CFO), whichever occurs later.
Any repayment required under this Agreement will be due and payable to Amcor within thirty (30) days of terminating employment. To the extent allowed by applicable law, Amcor reserves the right to deduct any sums due and owing to Amcor from my final paycheck(s), including, without limitation, salary, commissions, bonuses, vacation or other paid leave, severance or separation pay, and expense reimbursements, up to the full amount owed. If such deduction does not fully satisfy the amount of reimbursement due, I agree to repay the remaining balance to Amcor via check.
Repayment Schedule:
| · | 1-12 months: 100% cost to be re-paid |
| · | 13-24 months: 50% cost to be re-paid |
ACCEPTANCE
I understand that this agreement does not act in any way shape or form as a binding employment agreement/contract and does not alter my employment at will status. In consideration thereof, I hereby request that I be covered by the Amcor’s Relocation Policy and that its terms and conditions be binding upon me.
| Signature | Date |
9
Exhibit 99.1
Amcor Appoints Stephen R. Scherger as Executive Vice President and Chief Financial Officer
Michael Casamento to return home to Australia to be closer to his family on a full-time basis; Will leave the Company as a result, remaining in an advisory role until 30 June 2026 to support transition
Company reaffirms Fiscal 2026 and first quarter Fiscal 2026 outlook
ZURICH, October 9, 2025 - Amcor plc (NYSE: AMCR; ASX: AMC), a global leader in consumer packaging and dispensing solutions for Nutrition, Health, Beauty and Wellness, announced the appointment of Stephen R. Scherger as Executive Vice President and Chief Financial Officer, effective November 10, 2025. Mr. Scherger succeeds Michael Casamento, who after ten years as Amcor’s Chief Financial Officer has decided to return home to Australia to be closer to his family on a full-time basis and will leave the Company as a result. Mr. Casamento will remain as an advisor to the Company until June 30, 2026, to help support a smooth transition.
Mr. Scherger brings more than 30 years of finance, operations and strategy experience in the packaging industry. Most recently, he served as Executive Vice President and Chief Financial Officer of Graphic Packaging since 2015, where he played a leading role in transforming Graphic Packaging into the world’s largest producer of fiber-based packaging, including supporting the integration and synergy realization for a number of large scale acquisitions. During his tenure, Graphic Packaging’s net sales more than doubled to nearly $9 billion and net income nearly tripled.
Amcor CEO Peter Konieczny commented, “On behalf of the Board, I’m pleased to welcome Steve to the Amcor team. His deep industry experience, unique understanding of the U.S. and global packaging markets and team-oriented leadership style make him a natural fit for Amcor. His proven track record of enhancing growth and profitability at lean, global businesses will further enhance Amcor’s ability to deliver near- and long-term value for customers and shareholders.”
“It is a privilege to join Amcor as CFO,” commented Scherger. “Amcor has established itself as a global leader and innovator in the packaging industry, especially after the Berry Global acquisition. I am honored and excited to join the team at this time and contribute to delivering the ongoing integration commitments, the identified portfolio optimization and driving long-term organic growth.”
Konieczny continued, “On behalf of the Amcor team, I’d like to thank Michael for more than a decade of service, which concludes with Amcor being better positioned than ever following our successful combination with Berry Global. His contributions and leadership have been outstanding and he has played a significant role in laying the foundation for years of success. We wish him all the best as he returns to Australia.”
Reaffirms Fiscal 2026 and First Quarter Fiscal 2026 outlook
Amcor reaffirmed its first quarter and fiscal year 2026 outlook, as provided in connection with fourth quarter and fiscal year 2025 financial results on August 14, 2025. The Company continues to expect Adjusted EPS of 80-83 cps, representing 12-17% constant currency growth, and Free Cash Flow of $1.8-1.9 billion for fiscal year 2026. For the first quarter, Amcor also expects Adjusted EPS to be within the previously announced 18-20 cps range.
About Stephen Scherger
From 2015 to 2025, Mr. Scherger served as Chief Financial Officer of Graphic Packaging (NYSE: GPK), a publicly traded provider of fiber-based packaging solutions to food, beverage, foodservice, and other consumer products companies. From 2014 to 2015 he served as Senior Vice President, Finance of Graphic Packaging and from 2012 to 2014, he served as Senior Vice President, Consumer Packaging of Graphic Packaging, where he had direct responsibility for a $2.1 billion business comprising approximately 6,000 employees and 28 manufacturing facilities. He spent the first 25 years of his career at MeadWestvaco, where he served in finance, operations and strategy roles of increasing responsibility, ultimately assuming the role of President of the company’s $1.3 billion Beverage and Consumer Electronics business. Mr. Scherger is a member of the Board of Directors of Middleby Corporation (NASDAQ: MIDD), serving as a member of the Audit Committee and Chair of the Compensation Committee.
About Amcor
Amcor is the global leader in developing and producing responsible consumer packaging and dispensing solutions across a variety of materials for nutrition, health, beauty and wellness categories. Our global product innovation and sustainability expertise enables us to solve packaging challenges around the world every day, producing a range of flexible packaging, rigid packaging, cartons and closures that are more sustainable, functional and appealing for our customers and their consumers. We are guided by our purpose of elevating customers, shaping lives and protecting the future. Supported by a commitment to safety, over 75,000 people generate $23 billion in annualized sales from operations that span over 400 locations in more than 40 countries.
NYSE: AMCR; ASX: AMC www.amcor.com | LinkedIn | YouTube
Cautionary Statement Regarding Forward-Looking Statements
Unless otherwise indicated, references to "Amcor," the "Company," "we," "our," and "us" in this document refer to Amcor plc and its consolidated subsidiaries. This document contains certain statements that are "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified with words like "believe," "expect," "target," "project," "may," "could," "would," "approximately," "possible," "will," "should," "intend," "plan," "anticipate," "commit," "estimate," "potential," "ambitions," "outlook," or "continue," the negative of these words, other terms of similar meaning, or the use of future dates. Such statements are based on the current expectations of the management of Amcor and are qualified by the inherent risks and uncertainties surrounding future expectations generally. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. Neither Amcor nor any of its respective directors, executive officers, or advisors, provide any representation, assurance, or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur or if any of them do occur, what impact they will have on the business, results of operations or financial condition of Amcor. Should any risks and uncertainties develop into actual events, these developments could have a material adverse effect on Amcor's business, including the ability to successfully realize the expected benefits of the merger of Amcor and Berry Global Group, Inc. Risks and uncertainties that could cause actual results to differ from expectations include, but are not limited to: risks arising from the integration of the Amcor and Berry Global Group, Inc., ("Berry Global") businesses as a result of the Merger completed on April 30, 2025 (the "Transaction"); risk of continued substantial and unexpected costs or expenses resulting from the Transaction; risk that the anticipated benefits of the Transaction may not be realized when expected or at all; risk that the Company's significant indebtedness may limit its flexibility and increase its borrowing costs; risk that the Merger related tax liabilities could have a material impact on the Company's financial results; changes in consumer demand patterns and customer requirements in numerous industries; risk of loss of key customers, a reduction in their production requirements, or consolidation among key customers; significant competition in the industries and regions in which we operate; an inability to expand our current business effectively through either organic growth, including product innovation, investments, or acquisitions; challenging global economic conditions; impacts of operating internationally; price fluctuations or shortages in the availability of raw materials, energy and other inputs, which could adversely affect our business; production, supply, and other commercial risks, including counterparty credit risks, which may be exacerbated in times of economic volatility; pandemics, epidemics, or other disease outbreaks; an inability to attract, develop, and retain our skilled workforce and manage key officer and employee transitions; labor disputes and an inability to renew collective bargaining agreements at acceptable terms; physical impacts of climate change; significant disruption at key manufacturing facilities; cybersecurity risks, which could disrupt our operations or risk of loss of our sensitive business information; failures or disruptions in our information technology systems which could disrupt our operations, compromise customer, employee, supplier, and other data; rising interest rates that increase our borrowing costs on our variable rate indebtedness and could have other negative impacts; foreign exchange rate risk; a significant write-down of goodwill and/or other intangible assets; a failure to maintain an effective system of internal control over financial reporting; an inability of our insurance policies, including our use of a captive insurance company, to provide adequate protection against all of the key operational risks we face; an inability to defend our intellectual property rights or intellectual property infringement claims against us; litigation, including product liability claims or litigation related to Environmental, Social, and Governance ("ESG") matters, or regulatory developments; increasing scrutiny and changing expectations from investors, customers, suppliers, and governments with respect to our ESG practices and commitments resulting in additional costs or exposure to additional risks; changing ESG government regulations including climate-related rules; changing environmental, health, and safety laws; changes in tax laws or changes in our geographic mix of earnings; and changes in trade policy, including tariff and custom regulations or failing to comply with such regulations. These risks and uncertainties are supplemented by those identified from time to time in our filings with the Securities and Exchange Commission (the "SEC"), including without limitation, those described under Part I, "Item 1A - Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, and as updated by our quarterly reports on Form 10-Q. You can obtain copies of Amcor’s filings with the SEC for free at the SEC’s website (www.sec.gov). Forward-looking statements included herein are made only as of the date hereof and Amcor does not undertake any obligation to update any forward-looking statements, or any other information in this communication, as a result of new information, future developments or otherwise, or to correct any inaccuracies or omissions in them which become apparent, except as expressly required by law. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement.
Presentation of non-GAAP information
Included in this release are measures of financial performance that are not calculated in accordance with U.S. GAAP, including adjusted earnings per share and adjusted free cash flow. In arriving at these non-GAAP measures, we exclude items that either have a non-recurring impact on the income statement or which, in the judgment of our management, are items that, either as a result of their nature or size, could, were they not singled out, potentially cause investors to extrapolate future performance from an improper base. Management has used and uses these measures internally for planning, forecasting and evaluating the performance of the Company’s reporting segments and certain of the measures are used as a component of Amcor’s Board of Directors’ measurement of Amcor’s performance for incentive compensation purposes. Amcor believes that these non-GAAP measures are useful to enable investors to perform comparisons of current and historical performance of the Company. These non-GAAP financial measures should not be construed as an alternative to results determined in accordance with U.S. GAAP. The Company provides guidance on a non-GAAP basis as we are unable to predict with reasonable certainty the ultimate outcome and timing of certain significant forward-looking items without unreasonable effort. These items include but are not limited to the impact of foreign exchange translation, restructuring program costs, asset impairments, possible gains and losses on the sale of assets, certain tax related events, and difficulty in making accurate forecasts and projections in connection with the legacy Berry Global business given recency of access to all relevant information. These items are uncertain, depend on various factors, and could have a material impact on U.S. GAAP earnings and cash flow measures for the guidance period.