Every 8-K that Sealed Air Corp. (SEE) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow SEE and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SEE filings page.
Sealed Air Corporation completed its acquisition by funds affiliated with Clayton, Dubilier & Rice, LLC, taking the company private. Each share of Sealed Air common stock outstanding immediately before the merger was converted into the right to receive $42.15 in cash.
The transaction delivered approximately $6.3 billion in total cash consideration to Sealed Air equity holders and reflected an enterprise value of $10.3 billion. In connection with closing, Sealed Air repaid all borrowings under its syndicated credit facility, redeemed multiple series of senior notes, and repaid receivables securitization indebtedness.
Following the merger, Sealed Air became a wholly owned subsidiary of the CD&R‑affiliated parent. Its common stock ceased trading on the New York Stock Exchange, the company began delisting and deregistration procedures, several directors resigned in connection with the change of control, and Sealed Air remains headquartered in Charlotte, North Carolina as a private company.
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.
Sealed Air Corporation reports additional financial information to support debt financing for its pending acquisition by affiliates of Clayton, Dubilier & Rice, which stockholders approved on February 25, 2026. The data is aimed at prospective lenders evaluating the company on a post-transaction basis.
For the year ended December 31, 2025, the company reports net earnings from continuing operations of 441.2 million and EBITDA of 944.7 million. After adjustments such as Liquibox-related items, restructuring, foreign currency losses and other items, Adjusted EBITDA reaches 1,134.3 million, and Diligence Adjusted EBITDA is 1,198.1 million. Including expected public-to-private savings of 6.0 million and cost saves of 125.0 million, the company presents Pro Forma Adjusted EBITDA of 1,329.1 million.
The company stresses that Pro Forma Adjusted EBITDA is a non‑GAAP measure designed for lender analysis of liquidity and debt service capacity, and should be considered alongside GAAP results. It also includes extensive forward‑looking statements about the transaction’s completion, expected cost savings and related risks.
Sealed Air Corporation describes expected debt financing to support its previously approved acquisition by affiliates of Clayton, Dubilier & Rice under a November 16, 2025 merger agreement. The financing will consist of several tranches to be incurred or issued when the transaction closes and will fund the merger, related transactions, and associated fees and expenses.
The company states that, concurrently with and conditional upon closing, it currently expects to redeem its outstanding 4.000% senior notes due 2027, 6.125% notes due 2028, 5.000% notes due 2029, 7.250% notes due 2031 and 6.500% notes due 2032 under their respective indentures. It also expects that approximately $450 million aggregate principal amount of its 6.875% senior notes due 2033 will remain outstanding and become secured after the transaction is consummated.
Sealed Air reported fourth-quarter and full-year 2025 results and highlighted its pending all-cash acquisition by CD&R, valuing the company at $10.3 billion, or $42.15 per share, with closing expected in mid-2026.
For full year 2025, net sales were $5.36 billion, down less than 1%, while GAAP net earnings rose to $441 million and diluted EPS to $2.99, up from $270 million and $1.84 in 2024, helped by much lower special items and a favorable tax outcome.
Adjusted EBITDA increased to $1,134 million, or 21.2% of net sales, and free cash flow was $459 million. Net debt fell to $3.7 billion, bringing the net leverage ratio down to 3.2x from 3.6x.
In Q4 2025, net sales were $1.40 billion, up 2.1%, with GAAP diluted EPS of $0.30 and adjusted diluted EPS of $0.77. Protective segment profitability improved sharply, while Food softened slightly. The company will not host an earnings call given the pending transaction.
Sealed Air Corporation held a special stockholder meeting where investors approved its pending acquisition by an affiliate of Clayton, Dubilier & Rice. Stockholders also approved the related executive compensation proposal. The merger proposal passed with 114,636,120 votes for, 1,063,721 against and 210,837 abstentions.
Stockholders of record as of January 16, 2026, representing 115,910,678 shares or 78.70% of the 147,271,147 shares outstanding, were present or represented, providing a strong quorum. Closing of the transaction remains subject to customary conditions, including required regulatory approvals.
Sealed Air Corporation is preparing for its previously announced merger with an affiliate of Clayton, Dubilier & Rice by restructuring how certain executive compensation will be paid. The board and its People & Compensation Committee approved the acceleration of 2025 annual bonuses and the vesting of specific restricted stock units for the CEO, CFO, President of Protective, and Chief Accounting Officer. These amounts will be paid earlier than originally scheduled and will offset what would otherwise have been paid in 2026.
The accelerated awards are intended to reduce potential "excess parachute payments" under Sections 280G and 4999 of the Internal Revenue Code, which can limit the company’s tax deductions and trigger excise taxes for executives in connection with the merger. Each executive must sign a detailed Repayment Agreement that requires repayment or forfeiture if employment ends under certain conditions or if actual performance-based bonuses differ from the accelerated amount. The merger will be submitted to Sealed Air stockholders for approval through a separate proxy process.
Sealed Air Corporation reported that the “go shop” period has expired under its previously announced Agreement and Plan of Merger dated November 16, 2025. The merger agreement is among Sword Purchaser, LLC, an affiliate of Clayton, Dubilier & Rice, LLC, Sword Merger Sub, Inc., and Sealed Air, and provides that Merger Sub will merge with and into Sealed Air, with Sealed Air continuing as the surviving corporation and a wholly owned subsidiary of Sword Purchaser, LLC.
The proposed transaction will be submitted to Sealed Air’s stockholders for consideration and approval at a special meeting. The company expects to file a proxy statement on Schedule 14A, which will contain important information about the transaction and related matters, and encourages investors to review it and any related materials when available on the SEC’s website and Sealed Air’s website. The report also includes extensive forward-looking statements language outlining risks such as regulatory and stockholder approvals, potential termination of the merger agreement, litigation, possible business disruption, and broader economic and market factors.
Sealed Air Corporation reported that Steven Flannery, its President of Food, is leaving the company effective immediately as of November 20, 2025. The company described the decision as a mutual agreement between Mr. Flannery and Sealed Air. His departure terms will follow the previously disclosed Sealed Air Corporation Executive Severance Plan, with no changes to the severance he is entitled to receive under that plan.
Sealed Air Corporation entered into a definitive agreement to be acquired by Sword Purchaser, an affiliate of Clayton, Dubilier & Rice, in an all-cash merger. Each outstanding share of Sealed Air common stock will be converted into the right to receive $42.15 in cash, with the company becoming a wholly owned, privately held subsidiary if the deal closes.
The board unanimously approved the merger agreement and plans to recommend that stockholders adopt it at a future special meeting. The deal includes a go-shop period through December 16, 2025 for most bidders, and December 31, 2025 for Excluded Parties, as well as company termination fees of $94,665,318 or $205,108,189 in specified scenarios and a reverse termination fee of $425,993,930 payable by Parent in certain circumstances. Parent has secured committed equity financing and $7.9 billion of debt financing commitments to fund the transaction. If completed, Sealed Air’s stock will be delisted from the NYSE and deregistered under U.S. securities laws.
Sealed Air Corporation filed a Form 8-K to announce that it has issued a press release with its financial results for the quarter ended September 30, 2025. The company is furnishing the full text of this earnings release as Exhibit 99.1, making the detailed quarterly figures and commentary available to investors.
The company also states that it will host an earnings call on November 4, 2025 at 8:00 a.m. Eastern Time to discuss these quarterly results. The information in this Form 8-K, including Exhibit 99.1, is being furnished rather than filed, which affects how it is treated under the securities laws.
On 5 Aug 2025, Sealed Air Corporation (NYSE:SEE) filed a Form 8-K under Item 2.02 to furnish—not file—its press release containing financial results for the quarter ended 30 Jun 2025. The press release is attached as Exhibit 99.1 and will be discussed during a scheduled earnings call at 10:00 a.m. ET the same day.
The filing states that the furnished information is exempt from Exchange Act Section 18 liability and will not be incorporated into other SEC documents unless expressly noted. Item 9.01 lists Exhibit 99.1 (press release) and Exhibit 104 (Inline XBRL cover page). The report is signed by Interim CFO & Controller Veronika Johnson. No quantitative results, guidance, or other strategic disclosures appear in the 8-K itself.