Sealed Air (SEE) CEO logs RSU-related tax share withholdings

Rhea-AI Filing Summary

Sealed Air Corporation’s President and CEO reported several stock transactions related to restricted stock units (RSUs). On Dec. 22, 2025, multiple blocks of Sealed Air common stock were withheld at a price of $41.26 per share to cover tax liabilities triggered by the accelerated vesting of previously granted RSUs. The filing explains that this accelerated vesting was intended to help mitigate tax impacts under Sections 280G and 4999 of the Internal Revenue Code in connection with transactions contemplated by an Agreement and Plan of Merger among Sword Purchaser, LLC, Sword Merger Sub, Inc., and Sealed Air.

Following these tax-withholding transactions, the CEO reported beneficial ownership of 186,472 shares of common stock held directly, plus 1,065 shares held indirectly through the Sealed Air Corporation 401(k) and Profit-Sharing Plan.

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^*

Semach Dustin J.

(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 and CEO

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		24,114(1)	D	$41.26	217,389(2)	D
Common Stock	12/22/2025		F		4,664(1)	D	$41.26	212,725(2)	D
Common Stock	12/22/2025		F		3,058(1)	D	$41.26	209,667(2)	D
Common Stock	12/22/2025		F		3,641(1)	D	$41.26	206,026(2)	D
Common Stock	12/22/2025		F		6,698(1)	D	$41.26	199,328(2)	D
Common Stock	12/22/2025		F		12,856(1)	D	$41.26	186,472(2)	D
Common Stock								1,065(3)	I	401K Profit Sharing

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 (as updated to correct an immaterial error).

Remarks:

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

What insider transaction did Sealed Air (SEE) report for its CEO?

The President and CEO of Sealed Air Corporation reported multiple transactions in which shares of common stock were withheld on Dec. 22, 2025 to satisfy tax liabilities arising from the accelerated vesting of previously granted restricted stock units (RSUs).

Why were Sealed Air (SEE) RSUs for the CEO vested early?

The filing states that certain RSUs vested on Dec. 22, 2025 to help mitigate the impact of Sections 280G and 4999 of the Internal Revenue Code in connection with transactions contemplated by an Agreement and Plan of Merger among Sword Purchaser, LLC, Sword Merger Sub, Inc., and Sealed Air.

How many Sealed Air (SEE) shares were withheld to cover the CEO’s taxes?

The Form 4 lists several tax-withholding transactions in Sealed Air common stock on Dec. 22, 2025, including 24,114, 12,856, 6,698, 4,664, 3,641, and 3,058 shares, each at a price of $41.26 per share.

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

After the reported transactions, the CEO beneficially owned 186,472 shares of Sealed Air common stock directly and 1,065 shares indirectly through the Sealed Air Corporation 401(k) and Profit-Sharing Plan.

What does the Form 4 say about repayment conditions on the CEO’s RSUs at Sealed Air (SEE)?

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

Is the CEO of Sealed Air (SEE) also a director or 10% owner?

The Form 4 identifies the reporting person as an officer, specifically President and CEO, and does not check the boxes for Director or 10% Owner.