Sealed Air (SEE) officer details RSU tax-withholding and share holdings

Rhea-AI Filing Summary

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.

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^*

Racki Byron Jason

(Last) (First) (Middle)

C/O SEALED AIR CORPORATION

2415 CASCADE POINTE BOULEVARD

(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)
	President, Protective

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		857(1)	D	$41.26	18,064(2)	D
Common Stock	12/22/2025		F		1,736(1)	D	$41.26	16,328(2)	D
Common Stock								1,336(3)	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. 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.

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 date of this Form 4, including shares acquired upon the reinvestment of dividends.

Remarks:

	/s/Kristina Johnson, attorney-in-fact for Mr. Racki	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).
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.

FAQ

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

A Sealed Air officer reported that shares of common stock were withheld from vested restricted stock units. The company withheld 857 shares and 1,736 shares at $41.26 per share to satisfy tax liabilities related to accelerated RSU vesting.

How many Sealed Air (SEE) shares does the reporting person hold after the transaction?

After the reported withholding transactions, the officer directly owned 16,328 shares of Sealed Air common stock and indirectly held 1,336 shares through the Sealed Air Corporation 401(k) and Profit-Sharing Plan.

Why did Sealed Air restricted stock units vest on December 22, 2025?

The filing explains that certain restricted stock units vested on Dec. 22, 2025 to help mitigate the impact of Sections 280G and 4999 of the Internal Revenue Code in connection with transactions under an Agreement and Plan of Merger dated Nov. 16, 2025 among Sword Purchaser, LLC, Sword Merger Sub, Inc., and Sealed Air.

Are the accelerated Sealed Air RSUs subject to any repayment conditions?

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

What portion of the Sealed Air (SEE) holdings are unvested or in plans?

The filing notes that the reported holdings include unvested restricted stock units and that 1,336 shares of common stock are held under the Sealed Air Corporation 401(k) and Profit-Sharing Plan, including shares acquired through dividend reinvestment.

What is the role of the insider involved in this Sealed Air transaction?

The reporting person is identified as an officer of Sealed Air with the title President, Protective, indicating a senior leadership position within the company.