Form 4: Sealed Air Executive Sells Shares for Tax Obligations

Sealed Air's President of Protective, Byron Jason Racki, disposed of shares to cover tax liabilities from accelerated RSU vesting related to a pending merger.

Summary

• Byron Jason Racki, President, Protective at Sealed Air Corp/DE (SEE), reported a disposition of common stock.
• The transaction involved the disposition of 857 shares and 1,736 shares of common stock on December 22, 2025, at a price of $41.26 per share.
• These shares were withheld to meet tax liabilities associated with the accelerated vesting of previously granted restricted stock units (RSUs).
• The accelerated vesting was triggered to mitigate the impact of Sections 280G and 4999 of the Internal Revenue Code in connection with a merger agreement dated November 16, 2025.
• The merger agreement is between Sword Purchaser, LLC, Sword Merger Sub, Inc., and Sealed Air.
• Following these transactions, Mr. Racki beneficially owns 18,064 direct shares (including unvested RSUs) and 16,328 direct shares (including unvested RSUs).
• Additionally, Mr. Racki indirectly holds 1,336 shares of Common Stock in the Sealed Air Corporation 401(k) and Profit-Sharing Plan.

Sentiment

Score: 5

Explanation: The filing reports a routine, non-discretionary sale of shares for tax purposes related to accelerated RSU vesting due to a merger. This is a neutral event in terms of company performance or executive confidence.

Positives

• Accelerated vesting of restricted stock units (RSUs) for the executive, providing earlier access to equity.
• The transaction is a consequence of a merger agreement, which could be a strategic positive for the company, though details are not in this filing.

Negatives

• Disposal of 2,593 shares (857 + 1,736) of common stock, reducing the executive's direct ownership, although for tax purposes.

Risks

• The accelerated vesting of RSUs is subject to certain repayment conditions if the executive's employment terminates for specific reasons prior to the original vesting date.
• Potential tax implications under Sections 280G and 4999 of the Internal Revenue Code, which the accelerated vesting aims to mitigate.

Future Outlook

The filing indicates a pending merger agreement dated November 16, 2025, involving Sealed Air, Sword Purchaser, LLC, and Sword Merger Sub, Inc. The accelerated vesting of RSUs is a direct consequence of this future corporate event.

Management Comments

• Shares were withheld to meet tax liabilities associated with accelerated vesting of previously granted restricted stock units (RSUs).
• Accelerated vesting was implemented to mitigate the impact of Sections 280G and 4999 of the Internal Revenue Code in connection with the transactions contemplated by the Agreement and Plan of Merger.

Industry Context

This Form 4 filing primarily details an executive's equity transaction driven by tax considerations related to a corporate merger. While not directly reflecting broader industry trends, the underlying merger event could signify strategic consolidation or shifts within the packaging or materials industry, where Sealed Air operates.

Comparison to Industry Standards

• Not applicable for an insider transaction report, as this filing details an individual executive's equity activity rather than company-wide performance or operational metrics.

Corporate Governance

Stakeholder Impact

• Shareholders: The filing provides transparency on executive compensation and equity holdings, particularly in the context of a pending merger. The merger itself could have significant implications for shareholders.
• Employees (Executive): The Reporting Person is directly impacted by the accelerated vesting and associated tax obligations.

Next Steps

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

Key Dates

Keywords

SEC Form 4, Insider Transaction, Sealed Air, SEE, Byron Jason Racki, Restricted Stock Units, RSU, Tax Withholding, Merger Agreement, Executive Compensation, Stock Sale