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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)*
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TREDEGAR CORPORATION (Name of Issuer) |
COMMON STOCK (Title of Class of Securities) |
894650100 (CUSIP Number) |
John D. Gottwald 330 South Fourth Street, Richmond, VA, 23219 804-366-1393 William M. Gottwald 330 South Fourth Street, Richmond, VA, 23219 804-366-1393 James T. Gottwald 330 South Fourth Street, Richmond, VA, 23219 804-366-1393 Residual 10-Year CLAT UA FDGJR c/o John D. Gottwald, 330 South Fourth Street Richmond, VA, 23219 804-366-1393 Janet T. Geldzahler Sullivan & Cromwell LLP, 1700 New York Avenue, N.W., Suite 700 Washington, DC, 20006-5215 202-956-7515 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/14/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 894650100 |
| 1 |
Name of reporting person
John D. Gottwald | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,852,743.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
1 In computing the percentage ownership, each of the Reporting Persons assumed that there are 34,910,693 shares of Common Stock outstanding, as reported by Tredegar Corporation in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, as filed with the Securities and Exchange Commission on November 7, 2025.
SCHEDULE 13D
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| CUSIP No. | 894650100 |
| 1 |
Name of reporting person
William M. Gottwald | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,056,364.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
1 In computing the percentage ownership, each of the Reporting Persons assumed that there are 34,910,693 shares of Common Stock outstanding, as reported by Tredegar Corporation in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, as filed with the Securities and Exchange Commission on November 7, 2025.
SCHEDULE 13D
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| CUSIP No. | 894650100 |
| 1 |
Name of reporting person
James T. Gottwald | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,975,104.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
1 In computing the percentage ownership, each of the Reporting Persons assumed that there are 34,910,693 shares of Common Stock outstanding, as reported by Tredegar Corporation in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, as filed with the Securities and Exchange Commission on November 7, 2025.
SCHEDULE 13D
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| CUSIP No. | 894650100 |
| 1 |
Name of reporting person
Residual 10-Year CLAT UA FDGJR Living Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,201,912.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
1 In computing the percentage ownership, each of the Reporting Persons assumed that there are 34,910,693 shares of Common Stock outstanding, as reported by Tredegar Corporation in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, as filed with the Securities and Exchange Commission on November 7, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
COMMON STOCK | |
| (b) | Name of Issuer:
TREDEGAR CORPORATION | |
| (c) | Address of Issuer's Principal Executive Offices:
1100 BOULDERS PKWY, RICHMOND,
VIRGINIA
, 23225. | |
Item 1 Comment:
* Amendment No. 16 amends and supplements Amendment Nos. 1 through 15 to the statement on Schedule 13D initially filed on August 15, 1989 with respect to shares of common stock (the "Common Stock") of Tredegar Corporation (the "Issuer"). | ||
| Item 4. | Purpose of Transaction | |
Item 4 is further amended by adding the following:
On January 14, 2026, John Gottwald sent the letter attached as Exhibit 99.2 hereto to the directors of the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Amount Beneficially Owned: John D. Gottwald-6,852,743 shares, 19.6%; William M. Gottwald-5,056,364 shares, 14.5%; James T. Gottwald-4,975,104 shares, 14.3%; Residual 10-Year CLAT UA FDGJR Living Trust("CLAT")-2,201,912 shares, 6.3%, all reporting persons-7,104,003 shares, 20.3% | |
| (b) | Number of shares as to which such persons have:
(i) Sole power to vote or direct the vote: John D. Gottwald-1,917,639 shares, 5.5%; William M. Gottwald-211,260 shares, 0.6%,; James T. Gottwald-40,000 shares, 0.1%; all reporting persons-2,168,899 shares, 6.2%
(ii) Shared power to vote or to direct the vote-John D. Gottwald-4,935,104 shares, 14.1%; William M. Gottwald-4,845,104 shares, 13.9%; James T. Gottwald-4,935,104 shares, 14.1%; CLAT 2,201,912 shares, 6.3%; all reporting persons-4,935,104 shares, 14.1%
(iii) Sole power to dispose of or to direct the disposition of-John D. Gottwald-1,917,639 shares, 5.5%; William M. Gottwald-211,260 shares, 0.6%; James T. Gottwald-40,000 shares, 0.1%; all reporting persons-2,168,899 shares, 6.2%
(iv) Shared power to dispose of or to direct the disposition of -John D. Gottwald-4,935,104 shares, 14.1%; William M. Gottwald-4,845,104 shares, 13.9%; James T. Gottwald-4,935,104 shares, 14.1%; CLAT -2,201,912 shares, 6.3%; all reporting persons-4,935,104 shares, 14.1% | |
| (c) | Transactions in shares in the past sixty days: CLAT sold the following shares on the following days on the New York Stock Exchange.
November 17, 2025 410 shares at $8.555, 620 shares at $8.565, 600 shares at 8.545, 100 shares at 8.635, 178 shares at 8.63, 774 shares at 8.61, 3,306 shares at 8.60, 500 shares at 8.59, 200 shares at 8.575, 1,471 shares at 8.55, 2,455 shares at 8.54, 200 shares at 8.535, 2,236 shares at 8.525, 921 shares at 8.56, 2,865 shares at 8.52, 200 shares at 8.515, 1,321 shares at 8.51, 850 shares at 8.505, 5,113 shares at 8.5, 420 shares at 8.58, 2,627 shares at 8.53 and 5,466 shares at 8.57
November 18, 2025 100 shares at 8.50 | |
| (d) | No other persons have the right to receive or the power to direct the receipt of dividends, or the proceeds from the sale of the shares described in Item 5. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1. Agreement between John D. Gottwald, William M. Gottwald, James T. Gottwald and the Residual 10-Year CLAT UA FDGJR Living Trust with respect to the filing of this Amendment No. 16 to the statement to Schedule 13D.
Exhibit 99.2 Open Letter from John D. Gottwald to the Board of Directors of Tredegar Corporation, dated January 14, 2026.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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