Sealed Air Announces Stockholder Approval of Acquisition By CD&R

Rhea-AI Summary

Sealed Air (NYSE: SEE) announced that its stockholders voted in favor of all proposals at a special meeting on Feb. 25, 2026, including approval of the company's pending acquisition by an affiliate of CD&R. Management said it expects to close the transaction in the coming months.

Closing remains subject to customary closing conditions and required regulatory approvals. Sealed Air will report the voting results in a Form 8-K filed with the U.S. Securities and Exchange Commission.

Positive

• Stockholder approval secured for acquisition by CD&R affiliate
• Company expects transaction to close in the coming months
• Voting results to be disclosed via a Form 8-K filing

Negative

• Closing remains subject to required regulatory approvals
• Transaction completion timing uncertain until closing conditions are satisfied

News Market Reaction – SEE

-0.05%

-0.05% Session close to close

In the Feb 25 session, SEE declined 0.05%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement confirms that Sealed Air stockholders approved the pending CD&R acquisition, advan...

Analysis

This announcement confirms that Sealed Air stockholders approved the pending CD&R acquisition, advancing the previously agreed all-cash deal at $42.15 per share toward closing. The transaction still depends on customary closing conditions and regulatory approvals. Investors monitoring this situation may focus on remaining regulatory milestones, any changes to expected timing, and future SEC disclosures such as the detailed Form 8-K voting results.

Previous Acquisition Reports

1 past event · Latest: Nov 17 (Positive)

Same Type Pattern 1 events

Date	Event	Sentiment	24h Move	Catalyst
Nov 17	Acquisition announcement	Positive	-3.1%	CD&R all-cash buyout at $42.15 per share with sizable premium.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Prior acquisition news with a premium offer saw a negative price reaction despite favorable deal terms.

Recent Company History

In November 2025, Sealed Air agreed to be acquired by CD&R at $42.15 per share in cash, implying an $10.3 billion enterprise value and representing substantial premiums to prior trading levels. That announcement, despite its positive economics, was followed by a -3.14% move. Today’s news reflects stockholder approval of the same transaction, moving the process closer to closing and remaining regulatory clearances.

Key Terms

regulatory approvals, form 8-k

2 terms

regulatory approvals regulatory

"Closing of the transaction is subject to customary closing conditions, including the receipt of required regulatory approvals."

Regulatory approvals are official permissions from government agencies that a company needs before launching a new product, service, or business activity. They matter because without this approval, the company might not be allowed to operate legally or sell its products, similar to how a driver needs a license to legally drive a car.

form 8-k regulatory

"The voting results of the Sealed Air special meeting will be reported in a Form 8-K to be filed by Sealed Air"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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CHARLOTTE, N.C., Feb. 25, 2026 /PRNewswire/ -- Sealed Air Corporation ("Sealed Air" or the "Company") (NYSE: SEE) held a special meeting of stockholders earlier today at which Sealed Air stockholders voted in favor of all proposals, including a proposal to approve the Company's pending acquisition by an affiliate of CD&R.

"We are pleased with the results of the special meeting and we thank our stockholders for their strong support for this transaction," said Dustin Semach, Chief Executive Officer of Sealed Air. "We look forward to closing the transaction in the coming months."

Closing of the transaction is subject to customary closing conditions, including the receipt of required regulatory approvals. The voting results of the Sealed Air special meeting will be reported in a Form 8-K to be filed by Sealed Air with the U.S. Securities and Exchange Commission.

About Sealed Air

Sealed Air Corporation (NYSE: SEE), is a leading global provider of packaging solutions that integrate sustainable, high-performance materials, automation, equipment and services. Sealed Air designs, manufactures and delivers packaging solutions that preserve food, protect goods and automate packaging processes. We deliver our packaging solutions to an array of end markets including fresh proteins, foods, fluids and liquids, medical and life science, e-commerce retail, logistics and omnichannel fulfillment operations, and industrials. Our globally recognized solution brands include CRYOVAC® brand food packaging, SEALED AIR® brand protective packaging, LIQUIBOX® brand liquids systems, AUTOBAG® brand automated packaging systems, and BUBBLE WRAP® brand packaging. In 2024, Sealed Air generated $5.4 billion in sales and has approximately 16,400 employees who serve customers in 117 countries/territories.

Cautionary Statement Regarding Forward-Looking Statements 

This communication includes certain "forward-looking statements" within the meaning of, and subject to the safe harbor created by, the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the Company's current expectations, estimates and projections about future events, which are subject to change. Any statements as to the expected timing, completion and effects of the proposed transaction (the "Transaction") involving Sealed Air, Sword Purchaser, LLC and Sword Merger Sub, Inc. or that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements may be identified by the use of words such as "expect," "anticipate," "intend," "aim," "plan," "believe," "could," "seek," "see," "should," "will," "may," "would," "might," "considered," "potential," "predict," "projection," "estimate," "forecast," "continue," "likely," "target" or similar expressions. By their nature, forward-looking statements address matters that involve risks and uncertainties because they relate to events and depend upon future circumstances that may or may not occur. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties, assumptions and other important factors, many of which are outside the Company's control, that could cause actual results to differ materially from those expressed in any forward-looking statements.  

These risks, uncertainties, assumptions and other important factors that might materially affect such forward-looking statements include, but are not limited to: (i) the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Transaction that could reduce anticipated benefits or cause the parties to abandon the Transaction; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement entered into pursuant to the Transaction; (iii) the risk that the parties to the merger agreement may not be able to satisfy the conditions to the Transaction in a timely manner or at all; (iv) the risk of any litigation relating to the Transaction; (v) the risk that the Transaction and its announcement could have an adverse effect on the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, stockholders and other business relationships and on the Company's operating results and business generally; (vi) the risk that the Transaction and its announcement could have adverse effects on the market price of the Company's common stock; (vii) the possibility that the parties to the Transaction may not achieve some or all of any anticipated benefits with respect to the Company's business and the Transaction may not be completed in accordance with the parties' expected plans or at all; (viii) the risk that restrictions on the Company's conduct during the pendency of the Transaction may impact the Company's ability to pursue certain business opportunities; (ix) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (x) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances requiring the Company to pay a termination fee; (xi) the risk that the Company's stock price may decline significantly if the Transaction is not consummated; (xii) the Company's ability to raise capital and the terms of those financings; (xiii) the risk posed by legislative, regulatory and economic developments affecting the Company's business; (xiv) general economic and market developments and conditions, including with respect to federal monetary policy, federal trade policy, sanctions, export restrictions, interest rates, interchange rates, labor shortages,  supply chain issues, changes in raw material pricing and availability; energy costs; and environmental matters; (xv) changes in consumer preferences and demand patterns that could adversely affect the Company's sales, profitability and productivity; (xvi) the effects of animal and food-related health issues on the Company's business; and (xvii) the other risk factors and cautionary statements described in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, and other documents filed by the Company with the SEC. The above list of factors is not exhaustive or necessarily in order of importance. These forward-looking statements speak only as of the date they are made, and the Company does not undertake to, and specifically disclaims any obligation to, update any forward-looking statements, whether in response to new information, future events, or otherwise, except as required by applicable law. 

Contacts

Investors
Mark Stone
Vice President, Investor Relations
mark.stone@sealedair.com 

Media
Andi Cole
Head of Global Corporate Communications
andi.cole@sealedair.com

FGS Global
SealedAir-FGS@fgsglobal.com 

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SOURCE Sealed Air

FAQ

Did Sealed Air (SEE) stockholders approve the CD&R acquisition on Feb. 25, 2026?

Yes. According to the company, Sealed Air stockholders voted in favor of all proposals, including approval of the pending acquisition by a CD&R affiliate. The company said it will report the detailed voting results in a Form 8-K with the SEC.

When will the Sealed Air (SEE) acquisition by CD&R close after the Feb. 25, 2026 vote?

There is no fixed closing date. According to the company, the transaction is expected to close in the coming months but remains subject to customary closing conditions and required regulatory approvals.

What conditions remain for the Sealed Air (SEE) and CD&R deal after stockholder approval?

Regulatory and other customary closing conditions remain. According to the company, required regulatory approvals and satisfaction of customary closing conditions must occur before the transaction can close.

Will Sealed Air (SEE) disclose the special meeting vote tallies with the SEC?

Yes. According to the company, the voting results of the special meeting will be reported in a Form 8-K to be filed with the U.S. Securities and Exchange Commission.

How should investors interpret Sealed Air's (SEE) statement about closing 'in the coming months'?

Treat it as management's timeline estimate, not a guarantee. According to the company, closing is expected in the coming months but depends on regulatory approvals and customary closing conditions.