Sealed Air (NYSE: SEE) CAO details RSU tax withholding and holdings

Rhea-AI Filing Summary

Sealed Air Corporation’s Chief Accounting Officer and Controller reported multiple internal share transactions on Dec. 22, 2025. Each transaction involved common shares coded “F,” meaning shares were withheld by the company to cover tax liabilities tied to the accelerated vesting of previously granted restricted stock units (RSUs) related to a planned merger with Sword Purchaser, LLC and Sword Merger Sub, Inc.

After these tax withholdings, the officer beneficially owned 25,892 shares of Sealed Air common stock directly, plus 3,679 shares held in the Sealed Air Corporation 401(k) and Profit-Sharing Plan, and 15,355 shares held indirectly by her husband. The indirect holdings are disclaimed except to the extent of any pecuniary interest.

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^*

Johnson Veronika

(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)
	CAO and Controller

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		312(1)	D	$41.26	32,059(2)	D
Common Stock	12/22/2025		F		690(1)	D	$41.26	31,369(2)	D
Common Stock	12/22/2025		F		460(1)	D	$41.26	30,909(2)	D
Common Stock	12/22/2025		F		2,330(1)	D	$41.26	28,579(2)	D
Common Stock	12/22/2025		F		557(1)	D	$41.26	28,022(2)	D
Common Stock	12/22/2025		F		2,130(1)	D	$41.26	25,892(2)	D
Common Stock								3,679(3)	I	401k & Profit Sharing Plan
Common Stock								15,355(4)	I	By Husband

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.

4. Reporting person disclaims benefical ownership of such shares except to the extent of any pecuniary interest.

Remarks:

	/s/Kristina Johnson, attorney-in-fact for Ms. Johnson	12/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did Sealed Air (SEE) report in this filing?

The Chief Accounting Officer and Controller of Sealed Air Corporation reported several internal transactions on Dec. 22, 2025, where common shares were withheld by the company to cover taxes on accelerated RSU vesting.

Were Sealed Air (SEE) shares sold on the open market in this report?

No. The transactions are coded “F”, indicating shares were withheld by the issuer to satisfy tax liabilities from RSU vesting, rather than discretionary open-market sales.

Why did Sealed Air’s officer have RSUs vest on December 22, 2025?

The RSUs vested on Dec. 22, 2025 to help mitigate potential tax effects under Sections 280G and 4999 of the Internal Revenue Code in connection with a planned merger under an Agreement and Plan of Merger dated Nov. 16, 2025.

How many Sealed Air (SEE) shares does the officer own directly after the transactions?

Following the reported tax-withholding transactions, the officer beneficially owned 25,892 shares of Sealed Air common stock directly.

What indirect Sealed Air (SEE) holdings are reported for the officer?

The report lists 3,679 shares of Sealed Air common stock in the company’s 401(k) and Profit-Sharing Plan and 15,355 shares held by the officer’s husband, with beneficial ownership of the latter disclaimed except for any pecuniary interest.

How is the planned Sealed Air merger mentioned in this insider report?

The explanation notes that certain RSUs vested early 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, subject to repayment conditions if employment ends under specified circumstances.