Sealed Air Reports Q4 and Full Year 2025 Results (Form 8-K)

Sealed Air Reports

Q4 and Full Year 2025 Results

CHARLOTTE, N.C., March 2, 2026 - Sealed Air Corporation (NYSE: SEE) today reported financial results for the fourth quarter and full year 2025.

(In millions, except per share amounts)

GAAP Results			Fourth Quarter															Full Year
			2025			2024			Reported △%			Constant Currency △%						2025			2024			Reported △%			Constant Currency △%
Net Sales			$1,401			$1,373			2.1%			(0.7)%						$5,360			$5,393			(0.6)%			(1.2)%
Net Earnings			$44			$-			#									$441			$270			63.7%
Diluted EPS			$0.30			$0.00			#									$2.99			$1.84			62.5%
Cash Flow from Operations																		$628			$728			(13.7)%

Non-GAAP Results			Fourth Quarter															Full Year
			2025			2024			Reported △%			Constant Currency △%						2025			2024			Reported △%			Constant Currency △%
Adjusted EBITDA			$278			$271			2.7%			0.5%						$1,134			$1,111			2.1%			2.4%
Adjusted Net Earnings			$113			$110			3.5%			0.5%						$493			$459			7.5%			8.3%
Adjusted Diluted EPS			$0.77			$0.75			2.7%			(1.3)%						$3.34			$3.14			6.4%			7.3%
Free Cash Flow(1)																		$459			$454			1.0%

(1) 2024 excludes a $54 million refund received from the IRS in the fourth quarter of 2024, which related to deposits made in 2023 to resolve prior-year tax matters.

# Denotes where percentage change is not meaningful.

Unless otherwise stated, all results compare fourth quarter 2025 results to fourth quarter 2024 results from continuing operations. Year-over-year financial discussions present operating results from continuing operations as reported.

| 2415 Cascade Pointe Blvd. | Charlotte, NC 28208			1

CD&R Acquisition Update

As announced on November 17, 2025, Sealed Air has entered into a definitive agreement to be acquired by funds affiliated with CD&R, a leading private investment firm with deep experience in the industrial and packaging industries, in an all-cash transaction with an enterprise value of $10.3 billion. Under the terms of the agreement stockholders of Sealed Air will receive $42.15 per share in cash.

Stockholders of Sealed Air adopted the merger agreement in a special meeting held on February 25, 2026.

Closing of the transaction is expected in mid-2026, subject to the receipt of remaining regulatory clearances and the satisfaction of other customary closing conditions.

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

Financial Highlights

Fourth Quarter 2025

Net sales of $1.40 billion increased 2% as reported in fourth quarter 2025 compared to fourth quarter 2024, with the Protective segment increasing 3% and the Food segment increasing 2%. Net sales decreased $10 million, or 1%, on a constant currency basis. Volumes decreased by $7 million, or less than 1%. Price was essentially flat.

Income tax expense was $58 million, resulting in an effective tax rate of 56.6% in the quarter. This compares to an income tax expense of $85 million in the prior year, or an effective tax rate of 100.5%. The current quarter effective tax rate was adversely affected by updates to estimates related to the third quarter IRS audit settlement and fourth quarter uncertain tax position accruals, whereas the prior year effective tax rate was unfavorably impacted primarily by the discrete, one-time write-off of a deferred tax asset associated with a legal entity restructuring. The Adjusted Tax Rate was 30.0% in the quarter, as compared to 28.1% in the prior year. The fourth quarter 2025 Adjusted Tax Rate was unfavorably impacted by uncertain tax position accruals.

Net earnings was $44 million, or $0.30 per diluted share, in fourth quarter 2025 as compared to net loss of less than $1 million, or less than ($0.01) per diluted share, in fourth quarter 2024. The current quarter results were unfavorably impacted by $69 million of Special Items expense compared to $110 million of Special Items expense in the same quarter of the prior year. The decrease in Special Items expense in the current quarter were primarily driven by a decrease in income tax-related Special Item charges and lower restructuring costs, partially offset by transaction-related charges associated with the pending acquisition by CD&R.

Adjusted EBITDA was $278 million, or 19.8% of net sales, as compared to $271 million, or 19.7% of net sales, in the prior year. The increase in Adjusted EBITDA was primarily due to lower operating costs driven by productivity benefits and favorable impacts from currency translation, partially offset by unfavorable net price realization in both the Food and Protective segments and lower volumes in Food.

Adjusted earnings per diluted share increased to $0.77, from $0.75 in the prior year, primarily due to higher Adjusted EBITDA and lower interest expense, partially offset by higher depreciation and amortization expense and adjusted tax expense.

Full Year 2025

Net sales of $5.36 billion decreased less than 1% as reported for full year 2025 compared to full year 2024, with the Food segment essentially flat and the Protective segment decreasing 2%. Net sales decreased $66 million, or 1%, on a constant currency basis. Volumes decreased by $65 million, or 1%. Price was essentially flat.

Income tax expense was $35 million, resulting in an effective tax rate of 7.4% for the current year. This compares to an income tax expense of $189 million in the prior year, or an effective tax rate of 41.2%. The current year effective tax rate was favorably impacted by the reversal of accruals for uncertain tax positions in the U.S. associated with the resolution of an IRS audit, whereas the prior year effective tax rate was unfavorably impacted by the discrete, one-time write-off of a deferred tax asset associated with a legal entity restructuring. The Adjusted Tax Rate was 26.0% for full year 2025, as compared to 25.9% in the prior year.

Full year 2025 net earnings were $441 million, or $2.99 per diluted share, as compared to net earnings of $270 million, or $1.84 per diluted share, in full year 2024. The current year results were unfavorably impacted by $52

			2

million of Special Items expense compared to $189 million of Special Items expense in the prior year. The decrease in Special Item expenses was primarily driven by favorable income tax-related special items described above, partially offset by transaction-related charges associated with the pending acquisition by CD&R and other charges that are considered one-time or infrequent.

Adjusted EBITDA was $1,134 million, or 21.2% of net sales, as compared to $1,111 million, or 20.6% of net sales, in the prior year. The increase in Adjusted EBITDA was primarily due to lower operating costs driven by productivity benefits and cost reduction initiatives, partially offset by unfavorable net price realization and lower volumes.

Adjusted earnings per diluted share increased to $3.34, from $3.14 in the prior year, primarily due to lower interest expense and higher Adjusted EBITDA, partially offset due to a higher diluted share count and higher depreciation and amortization expense.

Business Segment Highlights

Fourth quarter net sales in Food were $937 million, an increase of 2% as reported compared to fourth quarter 2024. Currency had a favorable impact of $28 million, or 3%. On a constant currency basis, net sales decreased $13 million, or 1%. Volumes decreased by $13 million, or 1%. Price was essentially flat. Adjusted EBITDA of $202 million, or 21.6% of net sales, decreased 3% from $208 million, or 22.5% of net sales, in the prior year. The decrease in Adjusted EBITDA was primarily attributable to lower volumes and unfavorable net price realization, partially offset by lower operating costs and favorable impacts from currency translation.

Fourth quarter net sales in Protective were $464 million, an increase of 3% as reported compared to fourth quarter 2024. Net sales were favorably impacted by currency fluctuation of $10 million, or 2%. On a constant currency basis, net sales increased $4 million, or 1%. Volumes increased by $6 million, or 1%. Price had an unfavorable impact of $2 million, or less than 1%. Adjusted EBITDA of $80 million, or 17.3% of net sales, increased 21% from $67 million, or 14.8% of net sales, in the prior year. The increase in Adjusted EBITDA was primarily due to lower operating costs, partially offset by unfavorable net price realization.

Cash Flow and Net Debt

Cash flow provided by operating activities during full year 2025 was $628 million, as compared to $728 million during 2024. Capital expenditures were $170 million during full year 2025, as compared to $220 million during 2024. Free cash flow, defined as net cash provided by operating activities less capital expenditures, was a source of $459 million during full year 2025, as compared to a source of $508 million during the prior year. Excluding a $54 million refund received from the IRS in the fourth quarter 2024, Free Cash Flow was a source of $454 million in 2024.

Dividend payments for the full year 2025 were $119 million compared to $118 million for the full year 2024.

Net debt, defined as total debt less cash and cash equivalents, decreased to $3.7 billion as of December 31, 2025 from $4.0 billion as of December 31, 2024. As of December 31, 2025, Sealed Air had approximately $1.4 billion of available liquidity, comprised of $344 million in cash and $1.06 billion of available and unused lines of credit under our committed credit facilities. The net leverage ratio, defined as net debt divided by trailing twelve month Adjusted EBITDA, was 3.2x as of December 31, 2025, as compared to 3.6x as of December 31, 2024.

Conference Call Information

Given the pending acquisition by funds affiliated with CD&R, Sealed Air will not be hosting a conference call and webcast to discuss the Fourth Quarter and Full Year 2025 Results.

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

			3

systems, and BUBBLE WRAP® brand packaging. In 2025, Sealed Air generated $5.4 billion in sales and has approximately 16,100 employees who serve customers in 119 countries/territories.

www.sealedair.com

Website Information

We routinely post important information for investors on our website, www.sealedair.com, in the Investors section. We use this website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investors section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations, and webcasts. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document.