Sealed Air (SEE) CEO has all shares cancelled and cashed out at $42.15

Rhea-AI Filing Summary

SEALED AIR CORP/DE President and CEO Dustin J. Semach disposed of all his common shares in connection with the company’s merger. A total of 238,941 directly held shares and 1,572 shares in the Sealed Air Corporation 401(k) and Profit-Sharing Plan were cancelled at the merger’s effective time.

Under the Agreement and Plan of Merger with Sword Purchaser, LLC and its subsidiary, each outstanding Sealed Air common share was cancelled and converted into the right to receive $42.15 in cash, without interest. All CEO-held restricted stock units were also cancelled and converted into cash-based awards tied to the same cash consideration and original vesting terms. Following these transactions, the Form 4 shows no remaining Sealed Air common stock holdings for the CEO.

Insights

Equity compensation and M&A specialist

CEO equity fully cashed out via merger-driven share cancellation.

The filing shows Dustin J. Semach, President and CEO of Sealed Air, had all common shares cancelled in a cash merger at $42.15 per share. This includes 238,941 directly held shares and 1,572 shares in the company’s 401(k) and Profit-Sharing Plan.

The transactions are coded as dispositions to the issuer, reflecting standard mechanics when a company is acquired and taken private. The footnotes also state that outstanding RSUs converted into cash-based awards tied to the same merger consideration and original time-based vesting. This filing mainly documents completion of the equity rollover rather than a discretionary trade by the CEO.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Semach Dustin J.

Role President and CEO

Type	Security	Shares	Price	Value
Disposition	Common Stock	238,941	$0.00	--
Disposition	Common Stock	1,572	$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.

Key Figures

Direct shares disposed: 238,941 shares 401(k) plan shares disposed: 1,572 shares Merger Consideration per share: $42.15 +1 more

4 metrics

Direct shares disposed 238,941 shares Common Stock cancelled at merger effective time

401(k) plan shares disposed 1,572 shares Common Stock in Sealed Air 401(k) & Profit-Sharing Plan

Merger Consideration per share $42.15 Cash paid for each cancelled Sealed Air common share

CEO common shares after transaction 0 shares Total Sealed Air common stock holdings following merger

Key Terms

Agreement and Plan of Merger, Merger Consideration, restricted stock unit ("RSU"), 401(k) and Profit-Sharing Plan, +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")"

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"

401(k) and Profit-Sharing Plan financial

"shares of Common Stock held in the name of the reporting person under the Sealed Air Corporation 401(k) and Profit-Sharing Plan"

Effective Time regulatory

"Merger Sub merged with and into the Issuer, with the Issuer surviving ... at the "Effective Time""

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^*

Semach Dustin J.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		238,941	D	(1)(2)	0	D
Common Stock	04/09/2026		D		1,572(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.

	/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 SEE CEO Dustin J. Semach report on this Form 4?

Dustin J. Semach reported the cancellation of all his Sealed Air common shares in connection with a cash merger. The Form 4 shows 238,941 directly held shares and 1,572 401(k) plan shares disposed of as part of the transaction.

At what price were SEALED AIR (SEE) shares converted in the merger?

Each outstanding Sealed Air common share was converted into the right to receive $42.15 in cash. This fixed cash amount, defined as the Merger Consideration, applied to all common shares cancelled at the merger’s effective time under the Agreement and Plan of Merger.

How many SEE shares did the CEO hold after the merger-related disposition?

After the merger-related disposition, the Form 4 reports that Dustin J. Semach held zero shares of Sealed Air common stock. Both his directly owned shares and shares held through the Sealed Air Corporation 401(k) and Profit-Sharing Plan were cancelled at the effective time.

How were Dustin J. Semach’s RSUs treated in the Sealed Air (SEE) merger?

Each restricted stock unit outstanding immediately before the merger was cancelled and converted into a cash-based right. Holders receive cash equal to shares underlying each RSU multiplied by $42.15, plus any accrued dividends, while original time-based vesting and termination conditions continue to apply.

Was the SEE CEO’s Form 4 transaction an open-market sale of shares?

No, the Form 4 reflects dispositions to the issuer as part of a merger, not open-market sales. All common shares were cancelled and turned into cash rights at $42.15 per share when Sealed Air became a wholly owned subsidiary of Sword Purchaser, LLC.