Sealed Air Announces Expiration of “Go-Shop” Period (Form 8-K)

Sealed Air Announces Expiration of "Go-Shop" Period

Transaction is Expected to Close in Mid-2026

CHARLOTTE, N.C., Dec. 17, 2025 - Sealed Air Corporation ("Sealed Air" or the "Company") (NYSE: SEE), a leading global provider of food and protective packaging solutions, today announced the expiration of the 30-day "go-shop" period set forth in the previously announced definitive agreement with funds affiliated with CD&R, a leading private investment firm with deep experience in the industrial and packaging industries (the "Merger Agreement"). Under the terms of the Merger Agreement, funds affiliated with CD&R have agreed to acquire all the outstanding shares of the Company's common stock for $42.15 per share in an all-cash transaction with an enterprise value of $10.3 billion. The "go-shop" period expired at 11:59 p.m. Eastern Time on December 16, 2025.

During the "go-shop" period, and at the direction of the Company's Board of Directors, representatives of Evercore, the Company's financial advisor, actively solicited alternative acquisition proposals from 29 parties, including seven strategic parties and 22 private equity firms. Six of these parties entered into confidentiality agreements and received access to non-public information about Sealed Air. As of the expiration of the "go-shop" period, no party constituted an "Excluded Party" (as defined in the Merger Agreement).

Upon expiration of the "go-shop" period, Sealed Air became subject to the customary "no-shop" provisions that limit the Company's ability to negotiate acquisition proposals with, or provide non-public information to, third parties, subject to exceptions specified in the Merger Agreement including customary "fiduciary out" provisions.

The transaction is expected to close in mid-2026, subject to the receipt of stockholder approval, regulatory clearances, and the satisfaction of other customary closing conditions. Upon closing 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 (NYSE). The Company will continue to be headquartered in Charlotte, North Carolina.

Advisors

Evercore served as exclusive financial advisor and Latham & Watkins LLP served as legal counsel to Sealed Air.

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.

Important Information and Where to Find It

This communication is being made in respect of the proposed transaction (the "Transaction") involving Sealed Air Corporation ("Sealed Air," the "Company" or "us"), Sword Purchaser, LLC and Sword Merger Sub, Inc. The Transaction will be submitted to the Company's stockholders for their consideration and approval at a special meeting of the Company's stockholders. In connection with the Transaction, the Company expects to file with the Securities and Exchange Commission (the "SEC") a proxy statement on Schedule 14A (the "Proxy Statement"), the definitive version of which (if and when available) will be sent or provided to the Company's stockholders and will contain important information about the Transaction and related matters. The Company may also file other relevant documents with the SEC regarding the Transaction. This communication is not a substitute for the Proxy Statement or any other document that the Company may file with the SEC. BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE TRANSACTION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS.

Investors and security holders may obtain free copies of the Proxy Statement and other documents containing important information about the Company and the Transaction that are filed or will be filed with the SEC by the Company when they become available at the SEC's website at www.sec.gov or the Company's website at www.sealedair.com.

Participants in the Solicitation

The Company and certain of its directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies from the Company's stockholders in connection with the Transaction. Information regarding the Company's directors and executive officers, including a description of their direct or indirect interests, by security holdings or otherwise, is contained in the definitive proxy statement for the 2025 annual meeting of stockholders, which was filed with the SEC on April 17, 2025 (the "2025 Annual Meeting Proxy Statement"), and will be available in the Proxy Statement. To the extent holdings of the Company's securities by such directors or executive officers (or the identity of such directors or executive officers) have changed since the information set forth in the 2025 Annual Meeting Proxy Statement, such information has been or will be reflected on the Initial Statements of Beneficial Ownership on Form 3 or Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. Additional information regarding the interests of the Company's directors and executive officers in the Transaction will be included in the Proxy Statement if and when it is filed with the SEC. You may obtain free copies of these documents using the sources indicated above.