Material Event - Form 425

Item 8.01

Other Events.

As previously disclosed, Glatfelter Corporation, a Pennsylvania corporation ("Glatfelter" or the "Company"), entered into certain definitive agreements (the "Transaction Agreements") with Berry Global Group, Inc., a Delaware corporation ("Berry"), and certain of their respective subsidiaries, which provide for a series of transactions, including the spinoff of the global nonwovens and hygiene films business (the "HHNF Business") of Berry and subsequent merger of the HHNF Business with and into a subsidiary of Glatfelter (collectively, the "Transactions"). Upon closing of the Transactions (the "Closing"), Glatfelter will be renamed Magnera Corporation ("Magnera").

In connection with the Transaction Agreements, the Company filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4, which included a preliminary proxy statement/prospectus on August 23, 2024, as amended (the "Registration Statement"), which was declared effective on September 17, 2024, and a proxy statement/prospectus on September 19, 2024 (the "Proxy Statement/Prospectus"). The Proxy Statement/Prospectus was first mailed to the Company's shareholders on September 20, 2024.

Litigation Related to the Transactions

Following the filing of the Registration Statement, and as of the date of this Current Report on Form 8-K, the Company has received certain Complaints and Demand Letters (as described below) on behalf of purported Company shareholders alleging deficiencies regarding the disclosures contained in the Registration Statement and Proxy Statement/Prospectus. While the Company believes that the disclosures set forth in the Registration Statement comply with all applicable laws and denies the allegations in the Complaints and Demand Letters, in order to moot the purported shareholders' disclosure claims, avoid nuisance and possible expense and disruption to the Transactions, and provide additional information to its shareholders, the Company has determined to voluntarily supplement certain disclosures in the Proxy Statement/Prospectus with the supplemental disclosures set forth below (the "Supplemental Disclosures"). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal merit, necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations that any additional disclosure was or is required or material. The Company's board of directors continues to recommend unanimously that you vote "FOR" the proposals being considered at the Company's special meeting of shareholders.

On October 2, 2024, a lawsuit by a purported shareholder of the Company, captioned Kyle Williams v. Glatfelter Corporation, et al., was filed in the Supreme Court of the State of New York, New York County (the "Williams Complaint"), asserting individual claims against the Company and the members of the Company's board of directors for negligent misrepresentation and concealment and negligence, in violation of New York common law, based upon information included in or omitted from the Proxy Statement/Prospectus. On October 3, 2024, a lawsuit by a purported shareholder of the Company, captioned Robert Wilhelm v. Glatfelter Corporation, et al., was filed in the Supreme Court of the State of New York, New York County (the "Wilhelm Complaint" and, together with the Williams Complaint, the "Complaints"), asserting substantially the same claims to those of the Williams Complaint. The Complaints seek, among other relief, an injunction enjoining defendants from consummating the Transactions unless the Company discloses the material information allegedly omitted from the Proxy Statement/Prospectus, rescission of the Transactions in the event it is consummated without the Company disclosing the material information allegedly omitted from the Proxy Statement/Prospectus, and an award of costs including attorneys' and experts' fees and expenses.

In addition, as of the date of this Current Report on Form 8-K, the Company has also received certain demand letters (the "Demand Letters") alleging deficiencies regarding the disclosures contained in the Proxy Statement/Prospectus.

It is possible that additional or similar complaints or demand letters may be received by the Company alleging similar or additional disclosure deficiencies between the date of this Current Report on Form 8-K and consummation of the Transactions. If any such additional or similar complaints or demand letters are received, the Company may not necessarily disclose such events.

The information contained in this Current Report on Form 8-K is incorporated by reference into the Proxy Statement/Prospectus and the Registration Statement. All page references in this Current Report on Form 8-K are to pages of the Proxy Statement/Prospectus and to the corresponding pages of the preliminary proxy statement/prospectus included in the Registration Statement, and all terms used in this Current Report on Form 8-K, but not otherwise defined, shall have the meanings ascribed to such terms in the Proxy Statement/Prospectus. The following information should be read in conjunction with the Proxy Statement/Prospectus and the Registration Statement, which should be read in their entirety. To the extent that information in this Current Report on Form 8-K differs from or updates information contained in the Proxy Statement/Prospectus or the Registration Statement, the information in this Current Report on Form 8-K shall supersede or supplement such information in the Proxy Statement/Prospectus or the Registration Statement.

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