Sealed Air Cp SEC Filings

Sealed Air Corporation’s General Counsel and Secretary reported routine share withholding tied to equity compensation. On Dec. 22, 2025, the company withheld 1,060 shares of common stock at $41.26 per share and a separate 993-share block at the same price to cover tax liabilities from accelerated vesting of previously granted restricted stock units (RSUs). This acceleration was made to mitigate tax effects under Sections 280G and 4999 of the Internal Revenue Code in connection with a merger agreement among Sword Purchaser, LLC, Sword Merger Sub, Inc., and Sealed Air. After these transactions, the reporting officer beneficially owned 19,416 shares of common stock, which includes unvested RSUs.

Sealed Air Corporation’s Chief People Officer reports share withholding for taxes tied to accelerated RSU vesting. On Dec. 22, 2025, common shares of Sealed Air were withheld from the officer at a price of $41.26 per share to cover tax liabilities from the early vesting of previously granted restricted stock units. The filing shows 478 shares and 1,504 shares of common stock withheld, both coded as dispositions, in connection with transactions related to an Agreement and Plan of Merger dated Nov. 16, 2025. After these transactions, the officer beneficially owns 11,150 shares of common stock directly, including unvested RSUs, and 272 shares indirectly through the Sealed Air Corporation 401(k) and Profit-Sharing Plan.

Sealed Air Corporation’s President and CEO reported several stock transactions related to restricted stock units (RSUs). On Dec. 22, 2025, multiple blocks of Sealed Air common stock were withheld at a price of $41.26 per share to cover tax liabilities triggered by the accelerated vesting of previously granted RSUs. The filing explains that this accelerated vesting was intended to help mitigate tax impacts under Sections 280G and 4999 of the Internal Revenue Code in connection with transactions contemplated by an Agreement and Plan of Merger among Sword Purchaser, LLC, Sword Merger Sub, Inc., and Sealed Air.

Following these tax-withholding transactions, the CEO reported beneficial ownership of 186,472 shares of common stock held directly, plus 1,065 shares held indirectly through the Sealed Air Corporation 401(k) and Profit-Sharing Plan.

Sealed Air Corporation’s Chief Accounting Officer and Controller reported multiple internal share transactions on Dec. 22, 2025. Each transaction involved common shares coded “F,” meaning shares were withheld by the company to cover tax liabilities tied to the accelerated vesting of previously granted restricted stock units (RSUs) related to a planned merger with Sword Purchaser, LLC and Sword Merger Sub, Inc.

After these tax withholdings, the officer beneficially owned 25,892 shares of Sealed Air common stock directly, plus 3,679 shares held in the Sealed Air Corporation 401(k) and Profit-Sharing Plan, and 15,355 shares held indirectly by her husband. The indirect holdings are disclaimed except to the extent of any pecuniary interest.

Sealed Air Corporation officer listed as President, Protective reported automatic share withholding tied to restricted stock units. On 12/22/2025, 857 shares of common stock and another 1,736 shares were withheld at a price of $41.26 per share to cover tax liabilities from accelerated vesting of previously granted RSUs. After these transactions, the reporting person directly owned 16,328 shares of common stock and indirectly held 1,336 shares through the Sealed Air Corporation 401(k) and Profit-Sharing Plan.

The RSUs vested early in connection with transactions contemplated by an Agreement and Plan of Merger dated Nov. 16, 2025 among Sword Purchaser, LLC, Sword Merger Sub, Inc., and Sealed Air. The accelerated RSU vesting is subject to repayment conditions if the reporting person’s employment ends for certain reasons before the dates the awards otherwise would have vested.

Sealed Air Corporation is preparing for its previously announced merger with an affiliate of Clayton, Dubilier & Rice by restructuring how certain executive compensation will be paid. The board and its People & Compensation Committee approved the acceleration of 2025 annual bonuses and the vesting of specific restricted stock units for the CEO, CFO, President of Protective, and Chief Accounting Officer. These amounts will be paid earlier than originally scheduled and will offset what would otherwise have been paid in 2026.

The accelerated awards are intended to reduce potential "excess parachute payments" under Sections 280G and 4999 of the Internal Revenue Code, which can limit the company’s tax deductions and trigger excise taxes for executives in connection with the merger. Each executive must sign a detailed Repayment Agreement that requires repayment or forfeiture if employment ends under certain conditions or if actual performance-based bonuses differ from the accelerated amount. The merger will be submitted to Sealed Air stockholders for approval through a separate proxy process.

Sealed Air Corporation reported that the “go shop” period has expired under its previously announced Agreement and Plan of Merger dated November 16, 2025. The merger agreement is among Sword Purchaser, LLC, an affiliate of Clayton, Dubilier & Rice, LLC, Sword Merger Sub, Inc., and Sealed Air, and provides that Merger Sub will merge with and into Sealed Air, with Sealed Air continuing as the surviving corporation and a wholly owned subsidiary of Sword Purchaser, LLC.

The proposed transaction will be submitted to Sealed Air’s stockholders for consideration and approval at a special meeting. The company expects to file a proxy statement on Schedule 14A, which will contain important information about the transaction and related matters, and encourages investors to review it and any related materials when available on the SEC’s website and Sealed Air’s website. The report also includes extensive forward-looking statements language outlining risks such as regulatory and stockholder approvals, potential termination of the merger agreement, litigation, possible business disruption, and broader economic and market factors.

Sealed Air Corporation’s President and CEO reported a routine tax-related share transaction. On 12/08/2025, 3,058 shares of Sealed Air common stock were disposed of in a transaction coded “F” at $41.57 per share, meaning shares were withheld to cover tax liabilities tied to the vesting of previously granted restricted stock units. After this withholding, the executive beneficially owned 241,503 shares of common stock directly, which includes unvested restricted stock units, and 1,963 shares indirectly through the Sealed Air Corporation 401(k) and Profit-Sharing Plan.

Sealed Air Corporation executive receives restricted stock unit grant

An officer of Sealed Air Corporation (SEE), identified as the President, Food, reported an equity award on a Form 4. On December 8, 2025, the insider acquired 32,476 shares of Sealed Air common stock in the form of restricted stock units under the Sealed Air Corporation 2014 Omnibus Incentive Plan, as amended. These restricted stock units vest in two equal installments beginning December 8, 2026, according to the award terms. Following this transaction, the insider beneficially owns 32,476 shares of common stock, held directly, which include unvested restricted stock units.