Sealed Air (NYSE: SEE) CFO logs RSU vesting and tax share withholding tied to merger

Rhea-AI Filing Summary

Sealed Air Corporation’s Chief Financial Officer reported share withholding transactions related to equity compensation. On Dec. 22, 2025, the CFO had 764 shares and 10,438 additional shares of Sealed Air common stock withheld at $41.26 per share. These shares were withheld to satisfy tax liabilities arising from the accelerated vesting of previously granted restricted stock units.

The acceleration is described as intended to 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 involving Sword Purchaser, LLC and Sword Merger Sub, Inc. Following the reported transactions, the CFO beneficially owns 81,984 shares of Sealed Air common stock, which includes unvested restricted stock units and reflects her ongoing equity stake in the company.

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^*

Actis-Grande Kristen

(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)
	Chief Financial Officer

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		764(1)	D	$41.26	92,422(2)	D
Common Stock	12/22/2025		F		10,438(1)	D	$41.26	81,984(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. Actis-Grande	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.
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FAQ

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

The filing shows that Sealed Air’s Chief Financial Officer had 764 shares and 10,438 additional shares of common stock withheld on Dec. 22, 2025 at $41.26 per share to cover tax obligations tied to restricted stock unit vesting.

Who is the reporting person in this Sealed Air (SEE) insider filing and what is their role?

The reporting person is an officer of Sealed Air Corporation, serving as the company’s Chief Financial Officer, and is reporting personal equity compensation-related transactions.

Why were Sealed Air (SEE) shares withheld from the CFO’s equity awards?

The filing states that the shares were withheld to meet tax liabilities associated with the accelerated vesting of previously granted restricted stock units, in connection with a merger-related arrangement.

How is the Sealed Air (SEE) merger referenced in this insider transaction?

The explanation notes an Agreement and Plan of Merger dated Nov. 16, 2025 among Sword Purchaser, LLC, Sword Merger Sub, Inc., and Sealed Air, and indicates that certain RSUs vested early in connection with the transactions contemplated by that merger agreement.

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

After the reported withholding transactions, the CFO beneficially owns 81,984 shares of Sealed Air common stock, and this amount includes unvested restricted stock units.

Do the Sealed Air (SEE) restricted stock units have any conditions after accelerated vesting?

Yes. The filing explains that the RSUs that vested on Dec. 22, 2025 are subject to repayment conditions if the CFO’s employment terminates for certain reasons before the date those RSUs otherwise would have vested.