Sealed Air (NYSE: SEE) exec stock and RSUs cashed out at $42.15

Rhea-AI Filing Summary

SEALED AIR CORP/DE President, Protective Byron Jason Racki reported dispositions of company stock in connection with the completion of a merger. He returned 24,080 directly held shares of Common Stock to the issuer and 1,866 shares held through the Sealed Air 401(k) and Profit-Sharing Plan.

Under the merger terms, each cancelled share of Common Stock was automatically converted into the right to receive $42.15 in cash, without interest. Outstanding restricted stock units were similarly converted into cash-based awards tied to the same per-share merger consideration and subject to their existing vesting conditions. Following these transactions, Racki no longer holds any shares of Sealed Air common stock as reported in this filing.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Racki Byron Jason

Role President, Protective

Type	Security	Shares	Price	Value
Disposition	Common Stock	24,080	$0.00	--
Disposition	Common Stock	1,866	$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, including shares acquired upon the reinvestment of dividends.

Key Figures

Direct shares disposed: 24,080 shares 401(k) shares disposed: 1,866 shares Merger Consideration per share: $42.15 +2 more

5 metrics

Direct shares disposed 24,080 shares Common Stock returned to issuer at merger effective time

401(k) shares disposed 1,866 shares Common Stock held in Sealed Air 401(k) & Profit-Sharing Plan

Merger Consideration per share $42.15 Cash received for each cancelled share of Common Stock

Merger agreement date November 16, 2025 Date of Agreement and Plan of Merger

Reported disposition transactions 2 transactions Both coded as issuer dispositions (Code D) on Form 4

Key Terms

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

5 terms

Agreement and Plan of Merger regulatory

"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

"automatically converted into the right to receive $42.15 (the "Merger Consideration"), without interest"

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.

restricted stock unit ("RSU") financial

"each restricted stock unit ("RSU") outstanding immediately prior to the Effective Time was automatically cancelled"

Effective Time regulatory

"with the Issuer surviving (the "Surviving Corporation") as a wholly owned subsidiary of Sword (the "Effective Time")"

401(k) and Profit-Sharing Plan financial

"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^*

Racki Byron Jason

(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)
	President, Protective

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		24,080	D	(1)(2)	0	D
Common Stock	04/09/2026		D		1,866(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, including shares acquired upon the reinvestment of dividends.

	/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 insider transaction did SEALED AIR (SEE) executive Byron Racki report?

Byron Jason Racki reported disposing of Common Stock back to Sealed Air in connection with a merger. He returned 24,080 directly held shares and 1,866 shares held through the company’s 401(k) and Profit-Sharing Plan, with all shares converted into a cash right.

What cash amount did SEALED AIR (SEE) shareholders receive per share 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 cash payment, called the Merger Consideration, was applied to all cancelled and extinguished shares at the merger’s effective time.

How did the merger affect Byron Racki’s SEALED AIR (SEE) stock and RSUs?

All of Byron Racki’s Sealed Air Common Stock was cancelled and converted into cash rights at $42.15 per share. His restricted stock units were also cancelled and turned into cash-based awards equal to underlying shares times the merger price, subject to existing vesting terms.

Does Byron Racki hold any SEALED AIR (SEE) common stock after this Form 4?

After the reported transactions, Byron Racki no longer holds any Sealed Air Common Stock in the accounts shown. The Form 4 lists zero total shares following each disposition, reflecting that all reported holdings were cancelled and converted into cash in the merger.

What merger agreement led to the SEALED AIR (SEE) share cancellations?

The share cancellations stem from an Agreement and Plan of Merger dated November 16, 2025 among Sealed Air, Sword Purchaser, LLC, and Sword Merger Sub, Inc. At the merger’s effective time, Sealed Air became a wholly owned subsidiary of Sword.

How were SEALED AIR (SEE) restricted stock units treated in the merger?

Each restricted stock unit outstanding immediately before the effective time was cancelled and converted into a contingent right to receive cash. The cash equals the number of underlying shares multiplied by $42.15, plus any accrued dividends, and keeps the original vesting and termination conditions.