Racki Byron Jason 4
4 · SEALED AIR CORP/DE · Filed Apr 9, 2026
Research Summary
AI-generated summary of this filing
Sealed Air (SEE) President Byron Racki Disposes Shares in Merger
What Happened
Byron Jason Racki, listed as President, Protective, recorded dispositions to the issuer on 2026-04-09 for 24,080 and 1,866 shares (total 25,946). These were not open-market sales but cancellations/conversions under Sealed Air’s merger agreement: each outstanding common share was converted into $42.15 cash per share, so the converted shares are worth about $1.09 million in aggregate. The Form 4 shows price as N/A because the transfers were merger-related (transaction code D = disposition to issuer).
Key Details
- Transaction date: 2026-04-09 (reported period and filing date are the same).
- Reported transactions: 24,080 shares and 1,866 shares (total 25,946). Form price: N/A; Merger Consideration: $42.15 per share (Footnote F1).
- Approximate value: 25,946 x $42.15 ≈ $1,093,624.
- Shares after transaction: outstanding common stock was cancelled at the Effective Time; RSUs were converted into contingent cash rights per Footnote F2. Footnote F3 notes shares held under the company 401(k) as of the Effective Time.
- Transaction code: D (Disposition to issuer). Not an open-market trade or a 10b5-1 sale.
- Filing timeliness: No indication of lateness in this filing (period of report = transaction date).
Context
These entries reflect the treatment of equity under the Agreement and Plan of Merger (merger consideration paid in cash), not a voluntary insider market sale. RSUs were converted into contingent cash awards subject to their original vesting/termination terms, and common shares were cancelled and converted into the stated cash consideration. For investors, merger-driven conversions are corporate-transaction mechanics rather than signals of insider buying or selling intent.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-04-09−24,080→ 0 total - Disposition to Issuer
Common Stock
[F3][F1]2026-04-09−1,866→ 0 total(indirect: By 401(k))
Footnotes (3)
- [F1]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.
- [F2]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).
- [F3]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, including shares acquired upon the reinvestment of dividends.