Sealed Air (SEE) General Counsel’s shares cancelled and paid $42.15 in merger

Rhea-AI Filing Summary

SEALED AIR CORP/DE General Counsel Stefanie M. Holland disposed of all reported company shares in connection with a completed merger. At the merger’s effective time, each share of Common Stock was cancelled and converted into the right to receive $42.15 in cash, as set out in the Merger Agreement with Sword Purchaser, LLC.

Holland disposed of 26,154 directly held shares and 502 shares held through the Sealed Air Corporation 401(k) and Profit-Sharing Plan, leaving no reported Common Stock holdings after the transaction. Outstanding restricted stock units were also converted into cash-based awards tied to the same per-share Merger Consideration and their original vesting conditions.

Insights

Merger & governance analyst

Insider’s equity position is cashed out at a fixed merger price.

The filing shows Stefanie M. Holland, General Counsel and Secretary, surrendering 26,154 directly held shares and 502 shares in a 401(k) plan. These Common Stock positions were cancelled and converted into a cash right at $42.15 per share under the completed merger.

Because this is a mandatory “disposition to issuer” at the merger’s effective time, it does not signal a discretionary buy or sell decision. RSUs were similarly converted into cash-based awards tied to the same Merger Consideration and existing vesting terms, so the economics follow the overall acquisition rather than individual trading choices.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Holland Stefanie M

Role General Counsel and Secretary

Type	Security	Shares	Price	Value
Disposition	Common Stock	26,154	$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

Merger Consideration per share: $42.15 per share Direct shares disposed: 26,154 shares 401(k) shares disposed: 502 shares +1 more

4 metrics

Merger Consideration per share $42.15 per share Cash paid for each outstanding Common Stock at Effective Time

Direct shares disposed 26,154 shares Common Stock held directly by Stefanie M. Holland

401(k) shares disposed 502 shares Common Stock in Sealed Air 401(k) & Profit-Sharing Plan

Total reported Common Stock after merger 0 shares Total shares following the dispositions on Common Stock

Key Terms

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

5 terms

Agreement and Plan of Merger financial

"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 financial

"with the Issuer surviving (the "Surviving Corporation") 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

"shares of Common Stock 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^*

Holland Stefanie M

(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)
	General Counsel and Secretary

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		26,154	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 did Stefanie M. Holland report in this Form 4 for SEE?

She reported disposing of all reported Sealed Air Common Stock as part of a completed merger. Her directly held shares and 401(k) plan shares were cancelled and converted into cash rights at a fixed per-share merger price.

How many Sealed Air (SEE) shares did Holland dispose of in the merger?

She disposed of 26,154 shares of Common Stock held directly and 502 shares held through the Sealed Air Corporation 401(k) and Profit-Sharing Plan. All of these shares were cancelled at the merger’s effective time and converted into cash rights.

What cash amount per share did Sealed Air (SEE) stockholders receive in the merger?

Each outstanding share of Sealed Air Common Stock was converted into the right to receive $42.15 in cash, without interest. This fixed amount, called the Merger Consideration, was defined in the Agreement and Plan of Merger with Sword Purchaser, LLC.

How were Sealed Air (SEE) restricted stock units (RSUs) treated at the merger?

Each outstanding RSU was cancelled and converted into a cash-based award. The cash amount equals the number of underlying shares multiplied by $42.15, plus any accrued dividends, while preserving the RSU’s original time-based vesting and employment-related conditions.

Does this Form 4 show Holland still owning any Sealed Air (SEE) Common Stock?

No. After the reported transactions, her total reported holdings of Sealed Air Common Stock were zero shares. All reported shares, including those in the 401(k) and Profit-Sharing Plan, were cancelled and converted into the merger cash consideration at the effective time.