Sealed Air (NYSE: SEE) secures all regulatory approvals for CD&R take-private deal

Rhea-AI Filing Summary

Sealed Air Corporation announced it has received all regulatory approvals required to complete its pending acquisition by funds affiliated with Clayton, Dubilier & Rice. The transaction is expected to close in April 2026, subject to remaining customary closing conditions.

After closing, Sealed Air will become a privately held company and its common stock will no longer trade on the New York Stock Exchange. The company highlights this as a key milestone toward completing the merger and entering its next phase under private ownership.

Insights

M&A and capital markets analyst

Regulatory clearance moves Sealed Air’s CD&R buyout close to completion.

Sealed Air has obtained all regulatory approvals needed for its acquisition by funds affiliated with CD&R, leaving only customary closing conditions before completion, which is expected in April 2026. This materially reduces execution risk around the previously announced take‑private deal.

Once the transaction closes, Sealed Air will become a private company and its common stock will cease trading on the NYSE, ending public‑equity access to the name. The ultimate impact for current shareholders will depend on the already‑agreed merger terms disclosed in prior documents, not repeated here.

SEALED AIR CORP/DE false 0001012100 0001012100 2026-03-23 2026-03-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 23, 2026

SEALED AIR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		1-12139		65-0654331
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

2415 Cascade Pointe Boulevard

Charlotte, North Carolina 28208

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (980)-221-3235

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.10 par value per share		SEE		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On March 23, 2026, Sealed Air Corporation (the “Company”) announced that it had received all regulatory approvals required to complete the Company’s pending acquisition pursuant to that certain Agreement and Plan of Merger, dated as of November 16, 2025, with Sword Purchaser, LLC, a Delaware limited liability company (“Parent”) that is affiliated with Clayton, Dubilier & Rice, LLC, and Sword Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and that the transaction is expected to close in April 2026, subject to the satisfaction of remaining customary closing conditions.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
99.1		Press Release, dated March 23, 2026.
104		Cover Page Interactive Data File (embedded within Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SEALED AIR CORPORATION
By:		/s/ Stefanie M. Holland
Name:		Stefanie M. Holland
Title:		Vice President, General Counsel and Secretary
		(Duly Authorized Officer)

Dated: March 23, 2026

Exhibit 99.1

Sealed Air Announces Completion of Regulatory Approvals for Acquisition by CD&R

CHARLOTTE (March 23, 2026) – Sealed Air Corporation (“Sealed Air” or the “Company”) (NYSE: SEE) today announced that it has received all regulatory approvals required to complete the Company’s pending acquisition by funds affiliated with CD&R. The transaction is expected to close in April 2026, subject to the satisfaction of remaining customary closing conditions.

“The receipt of all regulatory approvals brings us another step closer to completing the transaction with CD&R and embarking on the next phase of innovation and growth at Sealed Air,” said Dustin Semach, President and Chief Executive Officer of Sealed Air. “With this milestone complete, we are focused on finalizing the remaining closing conditions and completing the transaction in the coming weeks.”

Upon completion of the transaction, Sealed Air will become a privately held company, and its common stock will no longer be traded on the New York Stock Exchange.

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 2025, Sealed Air generated $5.4 billion in net sales and has approximately 16,100 employees who serve customers in 119 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 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; (ii) 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; (iii) the risk of any litigation relating to the Transaction; (iv) 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; (v) the risk that the Transaction and its announcement could have adverse effects on the market price of the Company’s common stock; (vi) 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; (vii) 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; (viii) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (ix) 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; (x) the risk that the Company’s stock price may decline significantly if the Transaction is not consummated; (xi) the Company’s ability to raise capital and the terms of those financings; (xii) the risk posed by legislative, regulatory and economic developments affecting the Company’s business; (xiii) 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; (xiv) changes in consumer preferences and demand patterns that could adversely affect the Company’s sales, profitability and productivity; (xv) the effects of animal and food-related health issues on the Company’s business; and (xvi) the other risk factors and cautionary statements described in the Company’s Annual Report on Form 10-K for the year ended December 31, 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

FAQ

What did Sealed Air (SEE) announce regarding its acquisition by CD&R?

Sealed Air announced it has received all regulatory approvals required to complete its pending acquisition by funds affiliated with CD&R. This clears a major condition to closing and moves the previously agreed take‑private transaction significantly closer to completion, subject to remaining customary closing conditions.

When is Sealed Air’s acquisition by CD&R expected to close?

The company states the transaction is expected to close in April 2026, subject to satisfaction of remaining customary closing conditions. This timing guidance follows receipt of all required regulatory approvals and indicates management’s current expectation for when the take‑private deal will be completed.

What happens to Sealed Air’s NYSE-listed common stock after the CD&R deal closes?

Upon completion of the transaction, Sealed Air will become a privately held company, and its common stock will no longer be traded on the New York Stock Exchange. This means existing public trading in SEE shares will end once the merger is finalized and effectuated.

Who is acquiring Sealed Air and through what structure?

Sealed Air is being acquired by funds affiliated with Clayton, Dubilier & Rice through an agreement and plan of merger with Sword Purchaser, LLC and Sword Merger Sub, Inc. These entities are merger vehicles formed for the transaction and are affiliated with CD&R.

How large is Sealed Air’s business ahead of the CD&R acquisition?

The company reports it generated $5.4 billion in net sales in 2025 and has approximately 16,100 employees serving customers in 119 countries and territories. These figures highlight the global scale of Sealed Air’s packaging solutions business prior to the planned take‑private transaction.

What risks to the Sealed Air–CD&R transaction are highlighted?

The communication lists risks such as possible failure to satisfy closing conditions, potential termination of the merger agreement, litigation related to the deal, adverse effects on customer and employee relationships, and the chance the transaction might not be completed or expected benefits may not be achieved.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 11.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB