Sealed Air (NYSE: SEE) executive shares cashed out at $42.15 in merger

Rhea-AI Filing Summary

SEALED AIR CORP/DE President, Food, Russell K. Grissett reported disposing of common stock back to the company in connection with a completed merger. A total of 40,228 directly held shares of common stock and 502 shares held through a 401(k) and Profit Sharing Plan were cancelled at the merger’s effective time.

Each outstanding share of common stock was converted into the right to receive $42.15 in cash, described as the merger consideration. Outstanding restricted stock units were similarly cancelled and converted into cash-based awards tied to the same per‑share merger consideration, subject to the original vesting and employment-related terms.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Grissett Russell K

Role President, Food

Type	Security	Shares	Price	Value
Disposition	Common Stock	40,228	$0.00	--
Disposition	Common Stock	502	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, 401k & Profit Sharing Plan)

Footnotes (1)

1. In connection with the terms of an Agreement and Plan of Merger, dated November 16, 2025 (the "Merger Agreement"), by and among the Issuer, Sword Purchaser, LLC ("Sword") and Sword Merger Sub, Inc., a wholly owned subsidiary of Sword ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving (the "Surviving Corporation") as a wholly owned subsidiary of Sword (the "Effective Time"). At the Effective Time, each outstanding share of Common Stock was cancelled and extinguished and automatically converted into the right to receive $42.15 (the "Merger Consideration"), without interest, except as set forth in the Merger Agreement. At the Effective Time, each restricted stock unit ("RSU") outstanding immediately prior to the Effective Time was automatically cancelled and terminated and converted into a contingent right to receive from the Surviving Corporation an amount in cash (without interest) equal to (i) the product of (A) the aggregate number of shares of Common Stock underlying such RSU and (B) the Merger Consideration, plus (ii) any accrued and unpaid dividends or dividend equivalent rights owed with respect to such RSU, with such cash-based award subject to the terms and conditions applicable to the corresponding RSU (including time-based vesting conditions and terms related to the treatment upon termination of employment). Total number of shares of Common Stock held in the name of the reporting person under the Sealed Air Corporation 401(k) and Profit-Sharing Plan as of the Effective Time.

Key Figures

Direct shares disposed: 40,228 shares Plan shares disposed: 502 shares Merger consideration per share: $42.15 +1 more

4 metrics

Direct shares disposed 40,228 shares Common Stock returned to issuer on merger effective time

Plan shares disposed 502 shares Common Stock in 401(k) & Profit Sharing Plan at effective time

Merger consideration per share $42.15 Cash paid for each cancelled common share at effective time

Post-transaction common shares 0 shares Total common stock holdings reported after disposition

Key Terms

Agreement and Plan of Merger, Merger Consideration, Effective Time, restricted stock unit ("RSU"), +1 more

5 terms

Agreement and Plan of Merger regulatory

"In connection with the terms of an Agreement and Plan of Merger, dated November 16, 2025"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Merger Consideration financial

"converted into the right to receive $42.15 (the "Merger Consideration")"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

Effective Time regulatory

"with the Issuer surviving ... as a wholly owned subsidiary of Sword (the "Effective Time")"

restricted stock unit ("RSU") financial

"each restricted stock unit ("RSU") outstanding immediately prior to the Effective Time was automatically cancelled"

401(k) and Profit-Sharing Plan financial

"held in the name of the reporting person under the Sealed Air Corporation 401(k) and Profit-Sharing Plan"

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

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^*

Grissett Russell K

(Last) (First) (Middle)

C/O SEALED AIR CORPORATION

2415 CASCADE POINTE BOULEVARD

(Street)

CHARLOTTE NORTH CAROLINA 28208

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	President, Food

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/09/2026

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

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

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

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	04/09/2026		D		40,228	D	(1)(2)	0	D
Common Stock	04/09/2026		D		502(3)	D	(1)	0	I	401k & Profit Sharing Plan

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. In connection with the terms of an Agreement and Plan of Merger, dated November 16, 2025 (the "Merger Agreement"), by and among the Issuer, Sword Purchaser, LLC ("Sword") and Sword Merger Sub, Inc., a wholly owned subsidiary of Sword ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving (the "Surviving Corporation") as a wholly owned subsidiary of Sword (the "Effective Time"). At the Effective Time, each outstanding share of Common Stock was cancelled and extinguished and automatically converted into the right to receive $42.15 (the "Merger Consideration"), without interest, except as set forth in the Merger Agreement.

2. At the Effective Time, each restricted stock unit ("RSU") outstanding immediately prior to the Effective Time was automatically cancelled and terminated and converted into a contingent right to receive from the Surviving Corporation an amount in cash (without interest) equal to (i) the product of (A) the aggregate number of shares of Common Stock underlying such RSU and (B) the Merger Consideration, plus (ii) any accrued and unpaid dividends or dividend equivalent rights owed with respect to such RSU, with such cash-based award subject to the terms and conditions applicable to the corresponding RSU (including time-based vesting conditions and terms related to the treatment upon termination of employment).

3. Total number of shares of Common Stock held in the name of the reporting person under the Sealed Air Corporation 401(k) and Profit-Sharing Plan as of the Effective Time.

	/s/ Kristina Johnson, attorney-in-fact	04/09/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did SEALED AIR (SEE) report for Russell K. Grissett?

SEALED AIR reported that President, Food, Russell K. Grissett disposed of common stock back to the issuer. 40,228 directly held shares and 502 shares in a 401(k) and Profit Sharing Plan were cancelled at the merger’s effective time in exchange for cash consideration.

Was the SEALED AIR (SEE) insider transaction an open-market sale?

No. The transaction was a disposition to the issuer tied to a merger. Shares were cancelled and converted into a cash right at the merger’s effective time, rather than being sold in the open market, according to the merger agreement terms and related footnotes.

How many SEALED AIR (SEE) shares did Russell K. Grissett hold after the transaction?

After the transaction, the Form 4 shows Grissett’s reported common stock holdings as zero. Both directly held shares and shares in the 401(k) and Profit Sharing Plan were cancelled at the merger’s effective time and converted into the merger cash consideration per share.

What cash consideration per share was paid in the SEALED AIR (SEE) merger?

Each outstanding share of SEALED AIR common stock was converted into the right to receive $42.15 in cash. This amount, called the merger consideration, was paid without interest and applied to all cancelled shares, subject to specific exceptions described in the merger agreement.

How were SEALED AIR (SEE) restricted stock units (RSUs) treated in the merger?

Outstanding SEALED AIR RSUs were cancelled and replaced with a cash-based right. Each RSU became a contingent right to receive cash equal to shares underlying the RSU times the $42.15 merger consideration, plus any accrued dividend equivalents, subject to existing vesting and employment conditions.

What role did the 401(k) and Profit Sharing Plan play in the SEALED AIR (SEE) Form 4?

The Form 4 shows 502 shares of common stock held under the Sealed Air Corporation 401(k) and Profit-Sharing Plan. These plan shares were also cancelled at the merger’s effective time and converted into the same cash merger consideration per share as other outstanding common stock.