Sealed Air (SEE) General Counsel reports RSU tax-withholding share transactions

Rhea-AI Filing Summary

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Holland Stefanie M

(Last) (First) (Middle)

C/O SEALED AIR CORPORATION

2415 CASCADE POINTE BLVD

(Street)

CHARLOTTE NC 28208

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SEALED AIR CORP/DE [ SEE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/22/2025		F		1,060(1)	D	$41.26	20,409(2)	D
Common Stock	12/22/2025		F		993(1)	D	$41.26	19,416(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld to meet tax liabilities associated with accelerated vesting of previously granted restricted stock units (RSUs). To mitigate the impact of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of Nov. 16, 2025, by and among Sword Purchaser, LLC, Sword Merger Sub, Inc., and Sealed Air, certain RSUs held by the Reporting Person vested on Dec. 22, 2025, subject to certain repayment conditions in the event that employment terminates for certain reasons prior to the date the RSUs otherwise would vest.

2. Includes unvested restricted stock units.

Remarks:

	/s/ Kristina Johnson, attorney-in-fact for Ms. Holland	12/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Sealed Air (SEE) report in this Form 4?

The General Counsel and Secretary of Sealed Air Corporation reported that shares of common stock were withheld on Dec. 22, 2025 to satisfy tax obligations arising from accelerated vesting of restricted stock units.

How many Sealed Air (SEE) shares were withheld and at what price?

The filing shows two tax-withholding transactions: 1,060 shares and 993 shares of common stock, each at a price of $41.26 per share.

Why were the Sealed Air (SEE) RSUs accelerated for the reporting person?

The RSUs vested on Dec. 22, 2025 to help mitigate the impact of Sections 280G and 4999 of the Internal Revenue Code in connection with a merger agreement involving Sword Purchaser, LLC, Sword Merger Sub, Inc., and Sealed Air.

What conditions apply to the accelerated RSU vesting at Sealed Air (SEE)?

The accelerated vesting is subject to repayment conditions if the reporting person’s employment terminates for certain reasons before the date the RSUs otherwise would have vested.

How many Sealed Air (SEE) shares does the insider beneficially own after the transactions?

Following the reported tax-withholding transactions, the reporting person beneficially owns 19,416 shares of Sealed Air common stock, which includes unvested RSUs.

What is the role of the reporting person at Sealed Air (SEE)?

The reporting individual is an officer of Sealed Air Corporation, serving as General Counsel and Secretary.