Sealed Air (SEE) officer discloses RSU tax share withholding activity

Rhea-AI Filing Summary

Sealed Air Corporation’s Chief People Officer reports share withholding for taxes tied to accelerated RSU vesting. On Dec. 22, 2025, common shares of Sealed Air were withheld from the officer at a price of $41.26 per share to cover tax liabilities from the early vesting of previously granted restricted stock units. The filing shows 478 shares and 1,504 shares of common stock withheld, both coded as dispositions, in connection with transactions related to an Agreement and Plan of Merger dated Nov. 16, 2025. After these transactions, the officer beneficially owns 11,150 shares of common stock directly, including unvested RSUs, and 272 shares 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^*

Hyde Belinda

(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 People 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		478(1)	D	$41.26	12,654(2)	D
Common Stock	12/22/2025		F		1,504(1)	D	$41.26	11,150(2)	D
Common Stock								272(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.

Remarks:

	/s/Kristina Johnson, attorney-in-fact for Ms. Hyde	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).
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FAQ

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

The filing reports that Sealed Air’s Chief People Officer had common shares withheld on Dec. 22, 2025 to cover tax liabilities related to accelerated vesting of previously granted restricted stock units.

How many Sealed Air (SEE) shares were withheld for taxes and at what price?

The report shows two tax-withholding transactions: 478 shares and 1,504 shares of Sealed Air common stock, both coded as dispositions at a price of $41.26 per share.

Why did the Sealed Air (SEE) officer’s RSUs vest early?

The accelerated vesting of RSUs occurred 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 dated Nov. 16, 2025.

What conditions apply to the accelerated RSUs for the Sealed Air (SEE) officer?

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

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

After the reported tax-withholding transactions, the officer beneficially owns 11,150 shares of Sealed Air common stock directly, including unvested RSUs, and 272 shares indirectly through the Sealed Air Corporation 401(k) and Profit-Sharing Plan.

Is this Sealed Air (SEE) insider transaction a market sale of shares?

No. The filing explains that the reported dispositions reflect shares withheld to meet tax liabilities associated with accelerated vesting of RSUs, rather than open-market sales.