Amcor plc

Item 3.03. Material Modification to Rights of Security Holders. On January 14, 2026, Amcor plc (“Amcor”) filed an amendment to its memorandum of association to effect the 1-for-5 reverse stock split previously approved by Amcor shareholders at its annual general meeting of shareholders held on November 6, 2025. As a result of the filing of the amendment, which amended and restated paragraph 6 of the memorandum, every five ordinary shares of Amcor issued and outstanding or held as treasury shares have been automatically combined into one Amcor ordinary share. This reduced the number of outstanding ordinary shares from approximately 2.3 billion to approximately 461 million. Amcor’s CHESS Depositary Interests (“CDIs”) have also been consolidated on a 1-for-5 basis such that one CDI continues to represent an interest in one Amcor ordinary share following the reverse stock split. Concurrently with the reverse stock split, the amendment to Amcor’s memorandum of association also proportionately reduced the number of Amcor’s ordinary shares authorized for issuance and increased the par value of Amcor’s ordinary shares to $0.05 per share. Additionally, the amendment to Amcor’s memorandum of association proportionately reduced the number of Amcor’s authorized and unissued preferred shares and increased the par value of Amcor’s preferred shares to $0.05 per share for consistency with the changes to ordinary shares; there are no preferred shares issued and outstanding. The foregoing summary of the amendment to Amcor’s memorandum of association is qualified in its entirety by reference to the full text of Amcor’s memorandum of association that includes the amended and restated paragraph 6 therein, which is attached hereto as Exhibit 3.1 and incorporated herein by reference. On January 15, 2026, Amcor ordinary shares began trading on the New York Stock Exchange (under the symbol “AMCR”) on a split-adjusted basis under a new CUSIP number, which is G0250X 149. CDIs also began trading on the Australian Stock Exchange (under the symbol “AMC”) on a split-adjusted basis. No fractional shares were issued in connection with the reverse stock split. Shareholders of record otherwise entitled to receive a fractional share as a result of the reverse stock split are to receive a cash payment in lieu of such fractional shares. Equity-based awards as issued under Amcor incentive plans have been proportionately adjusted. Additional information concerning the reverse stock split can be found in Amcor’s definitive proxy statement filed with the Securities and Exchange Commission on September 23, 2025. On January 15, 2026, Amcor issued a press release announcing the completion of the reverse stock split. A copy of the press release is attached as Exhibit 99.1 hereto.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. To the extent required by Item 5.03 of Form 8-K, the information contained in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.