Sealed Air Corporation

03/05/2026 | Press release | Distributed by Public on 03/05/2026 15:59

Regulation FD Disclosure (Form 8-K)

Item 7.01

Regulation FD Disclosure.

As previously announced, on February 25, 2026, stockholders of Sealed Air Corporation (the "Company") approved the acquisition of the Company by affiliates of Clayton, Dubilier & Rice ("CD&R", and such acquisition, the "Transaction") pursuant to the Agreement and Plan of Merger, dated as of November 16, 2025, by and among Sword Purchaser, LLC (the "Parent"), Sword Merger Sub, Inc. and the Company.

In connection with Parent's efforts to obtain debt financing to fund a portion of the amount necessary to complete the Transaction and pay related fees in connection with the Transaction, the Company is making the below information available to prospective lenders.

Information ($ in millions):

Pro Forma Adjusted EBITDA (calculated substantially similarly to the corresponding measure expected to be included in the Company's post-Transaction debt agreements) for the years ended December 31, 2025, 2024 and 2023 was $1,329.1, $1,127.4 and $1,171.6, respectively.

The information presented herein was prepared to facilitate discussions among the Company and its prospective lenders on a post-transaction basis and should not be relied upon to make an investment decision with respect to the Company's outstanding securities. Pro Forma Adjusted EBITDA is a financial measures that is not calculated in accordance with accounting principles generally accepted in the United States ("GAAP"). The Company is presenting this measure to prospective lenders to assist with their evaluation of the Company's results and liquidity as adjusted for, among other things, the Transaction and adjustments expected to be allowed by Parent's debt agreements post-Transaction. The Company believes Pro Forma Adjusted EBITDA is useful for prospective lenders as they provide information about the Company's liquidity and ability to service its debt and comply with the terms of the Company's debt agreements post-Transaction. The tables below present the calculation of, and reconcile, Pro Forma Adjusted EBITDA to the most directly comparable financial measure calculated and presented in accordance with GAAP.

This non-GAAPfinancial measure has limitations as an analytic tool and should not be considered in isolation or as a substitute for net services revenue, net income or any other measure of financial performance or liquidity reported in accordance with GAAP. The non-GAAPmeasures presented to prospective lenders and disclosed herein are calculated differently than similarly named measures reported by other companies. In addition, using a non-GAAPmeasure may have limited value as it excludes certain items that may have a material impact on reported financial results and cash flows. When analyzing the Company's performance and liquidity, it is important to evaluate each adjustment in the reconciliation tables and use the adjusted measures in addition to, and not as an alternative to, the GAAP measure.

Reconciliations of Pro Forma Adjusted EBITDA ($ in millions):

Year ended
December 31,
($ in millions) 2025 2024 2023

Net earnings from continuing operations

$ 441.2 $ 269.5 $ 339.3

Interest expense, net

218.9 247.6 263.0

Income tax provisions

35.3 188.9 90.4

Depreciation and amortization, net of adjustments (1)

249.3 243.7 239.6

EBITDA

$ 944.7 $ 949.5 $ 932.3

Adjustments:

Liquibox adjustment (2)

30.4 30.3 38.1

Restructuring charges (3)

39.9 57.8 15.6

Other restructuring associated costs (4)

41.1 30.3 34.5

Foreign currency exchange loss due to highly inflationary economies (5)

15.1 9.9 23.1

Loss on debt redemption and refinancing activities (6)

5.8 6.8 13.2

Impairment of debt investment (7)

-  8.5 - 

Other adjustments (8)

57.3 17.5 49.8

Adjusted EBITDA

$ 1,134.3 $ 1,110.6 $ 1,106.6

Adjustments:

Equipment on loan expense (9)

29.2 30.0 32.6

Unrealized foreign currency gains and losses (10)

25.8 (25.8 ) 25.8

Other diligence adjustments (11)

8.8 12.6 6.6

Diligence Adjusted EBITDA

$ 1,198.1 $ 1,127.4 $ 1,171.6

Adjustments:

Public to private savings (12)

6.0 -  - 

Cost saves (13)

125.0 -  - 

Pro Forma Adjusted EBITDA

$ 1,329.1 $ 1,127.4 $ 1,171.6

Rounding adjustments applied to individual numbers shown in this Current Report may result in these figures differing immaterially from their absolute values. Certain line items may not reconcile to similarly titled line items in the Company's historical public disclosures.

(1)

Net of Liquibox, Inc. ("Liquibox") intangible amortization of $30 million, $30 million and $28 million for the years ended December 31, 2025, 2024, and 2023, respectively, and accelerated share-based compensation expense of $5 million for the year ended December 31, 2025. The accelerated share-based compensation expense for the year ended December 31, 2025, primarily relates to the vesting of certain equity awards for our prior CEO upon his departure.

(2)

Non-cashamortization related to the Liquibox acquisition which the Company discloses as a separate adjustment and non-cashinventory step-uprelated expense associated with the Liquibox acquisition (acquired in February 2023).

(3)

Represents the add-backof headcount related restructuring charges.

(4)

Represents the add-backof one-timeexit costs for closed locations and business line rationalization as well as costs incurred as part of the insourcing to low-costcountries.

(5)

Remeasurement loss related to the designation of Argentina as a highly inflationary economy under GAAP.

(6)

This represents costs/charges incurred on debt refinancing activities.

(7)

Relates to the full impairment of an investment.

(8)

Includes other adjustments for contract terminations, charges related to integration, charges related to acquisition and divestiture activity, CEO severance and separation costs, accelerated share-based compensation expense, and other items.

(9)

Add-backof non-cashexpense related to the "depreciation" of equipment provided to customers free of charge.

(10)

Non-cashunrealized foreign exchange gains and losses.

(11)

Includes (gain)/loss on sale or impairment of assets (e.g., property, plant & equipment) and non-servicecost portion of pension expense.

(12)

Identified costs savings from transition to a privately-held company.

(13)

Represents actioned and unactioned management cost saves.

The information furnished with this Current Report on Form 8-Kconstitutes only a portion of the information being provided to prospective lenders and should be considered together with and in the context of the Company's filings with the Securities and Exchange Commission ("SEC"). Such information speaks as of the date of this Current Report on Form 8-K.While the Company may elect to update the attached information in the future to reflect events and circumstances occurring or existing after the date of this Current Report, the Company specifically disclaims any obligation to do so, except as may be required by law.

The information in this Item 7.01 is furnished and shall not be deemed filed for purposes of Section 18 of the Securities ExchangeAct of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except in the event that the Company expressly states that such information is to be considered filed under the Exchange Act or incorporates it by specific reference in such filing.

Sealed Air Corporation published this content on March 05, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 05, 2026 at 21:59 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]