SEALED AIR CORP/DE 8-K

What Happened
Sealed Air Corporation (SEE) filed an 8-K on December 29, 2025 disclosing that, in connection with a proposed merger with an affiliate of Clayton, Dubilier & Rice (Merger Agreement dated Nov. 16, 2025), the Board and People & Compensation Committee approved accelerated payment/vesting of certain 2026 compensation for four executives to mitigate potential Section 280G/4999 tax consequences. The actions (approved Dec. 18, 2025) accelerate the FY25 annual bonus (deemed 90% of target for payout) and vesting/settlement of restricted stock units (effective Dec. 22, 2025) for:

• Dustin J. Semach (President & CEO): $1,188,000 Accelerated Bonus and 125,933 accelerated RSUs
• Kristen Actis-Grande (CFO): $197,370 Accelerated Bonus and 31,061 accelerated RSUs
• Byron J. Racki (President, Protective): $378,000 Accelerated Bonus and 6,592 accelerated RSUs
• Veronika Johnson (Chief Accounting Officer): $162,000 Accelerated Bonus and 14,835 accelerated RSUs

Each executive must sign a Repayment Agreement: accelerated bonuses/RSU proceeds are subject to withholding, repayment and true-up conditions (e.g., repayment if terminated for “cause” or voluntarily without “good reason” before company-wide FY25 bonus payment in 2026; true-up if actual FY25 bonus differs from the accelerated amount; forfeiture/repayment rules for RSU shares if employment terminates before originally scheduled vesting). The Repayment Agreement form is filed as Exhibit 10.1.

Key Details

• 8-K filed: December 29, 2025; Merger Agreement originally entered Nov. 16, 2025.
• Effective acceleration date for RSUs: December 22, 2025; Accelerated Bonuses to be paid on or before Dec. 31, 2025.
• Named executives: Semach, Actis-Grande, Racki, Johnson — total accelerated cash and RSU amounts specified above.
• All accelerated amounts offset and reduce the corresponding 2026 payments and are subject to tax withholding and repayment/true-up terms in the Repayment Agreement.

Why It Matters
These moves are intended to preserve Sealed Air’s corporate tax deductions and to limit potential excise taxes on executives that can arise under Sections 280G/4999 if the merger closes. For investors, the filing signals management and the board are taking steps to manage compensation tax effects tied to the proposed CD&R-affiliated acquisition; the accelerated payments are conditional and include clawback/true-up protections. The Transaction will be submitted to stockholders and Sealed Air expects to file a proxy statement with additional details — investors should review that proxy and related SEC filings when available.