Form 4: Sealed Air CFO Reports RSU Vesting Amid Merger Plans

Sealed Air's CFO, Kristen Actis-Grande, reported accelerated RSU vesting and share withholding for taxes, linked to a merger agreement dated November 16, 2025.

Summary

• Chief Financial Officer Kristen Actis-Grande reported transactions involving Sealed Air Corp/DE common stock.
• Shares were withheld to cover tax liabilities associated with the accelerated vesting of previously granted Restricted Stock Units (RSUs).
• The accelerated vesting occurred on December 22, 2025.
• This vesting is connected to an Agreement and Plan of Merger dated November 16, 2025, by and among Sword Purchaser, LLC, Sword Merger Sub, Inc., and Sealed Air.
• The purpose of the accelerated vesting was to mitigate the impact of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended.
• The vested RSUs are subject to certain repayment conditions if employment terminates for specific reasons prior to the date the RSUs otherwise would vest.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. While shares were withheld for taxes, the underlying event (accelerated vesting due to a merger) suggests a significant corporate transaction, which can be positive for shareholders, though the filing itself is purely transactional.

Positives

• Accelerated vesting of Restricted Stock Units (RSUs) for the Chief Financial Officer, Kristen Actis-Grande, indicating a significant corporate event that benefits the executive.

Negatives

• Shares totaling 11,202 (764 + 10,438) were withheld to cover tax liabilities, reducing the immediate shareholding of the CFO.

Risks

• RSUs that vested early are subject to repayment conditions if the CFO's employment terminates for certain reasons prior to the original vesting date.

Future Outlook

The filing implies a future merger or acquisition event is underway or planned, as indicated by the 'Agreement and Plan of Merger' and the mitigation of tax sections 280G and 4999, which relate to golden parachute payments in change-of-control scenarios.

Management Comments

• 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.

Industry Context

The mention of Internal Revenue Code Sections 280G and 4999, along with an 'Agreement and Plan of Merger,' strongly suggests a change of control event for Sealed Air. This is a significant event in any industry, potentially leading to strategic shifts, operational changes, and impacts on competition, and is a common occurrence in M&A activities.

Corporate Governance

Related Party Transactions

• Transaction involving the Chief Financial Officer, Kristen Actis-Grande, and Sealed Air Corp/DE, where shares were withheld for tax liabilities related to RSU vesting.
• The filing references an Agreement and Plan of Merger between Sealed Air, Sword Purchaser, LLC, and Sword Merger Sub, Inc., indicating a significant transaction between these entities.

Stakeholder Impact

• Shareholders: The implied merger could have a significant impact on share value, though this filing only details an executive's RSU vesting. The mitigation of 280G/4999 suggests careful planning around executive compensation during a change of control.
• Executives: Direct impact on the CFO's compensation structure due to accelerated vesting, subject to repayment conditions.

Next Steps

• Completion of the merger contemplated by the Agreement and Plan of Merger dated November 16, 2025.

Key Dates

Keywords

Sealed Air, SEE, Form 4, insider transaction, beneficial ownership, RSU, restricted stock units, executive compensation, merger, acquisition, tax withholding, Kristen Actis-Grande, CFO