{"url_path":"/sec/cik-0001012100/proxy/2026-02-18/000119312526057327","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-02-18","source_url":"https://www.sec.gov/Archives/edgar/data/1012100/0001193125-26-057327-index.html","accession_number":"0001193125-26-057327","cik":"0001012100","ticker":null,"issuer_name":"SEALED AIR CORP/DE","edgar_url":"https://www.sec.gov/Archives/edgar/data/1012100/0001193125-26-057327-index.html","primary_entity_key":"0001012100","primary_entity_name":"SEALED AIR CORP/DE"},"word_count":4022,"has_tables":true,"body_markdown":"DEFA14A\n1\nd22808ddefa14a.htm\nDEFA14A\n\nDEFA14A\n\n**UNITED STATES**\n\n**SECURITIES\nAND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n**SCHEDULE 14A**\n\n**Proxy\nStatement Pursuant to Section 14(a) of the**\n\n**Securities Exchange Act of 1934**\n\nFiled by the Registrant ☒\n\nFiled by a Party other than the\nRegistrant ☐\n\nCheck the appropriate box:\n\n☐\n\nPreliminary Proxy Statement\n\n☐\n\n**Confidential, for Use of the Commission Only (as permitted by Rule\n14a-6(e)(2))**\n\n☐\n\nDefinitive Proxy Statement\n\n☒\n\nDefinitive Additional Materials\n\n☐\n\nSoliciting Material under §240.14a-12\n\n**Sealed Air Corporation**\n\n**(Name of Registrant as Specified in its Charter)**\n\n**N/A**\n\n**(Name of Person(s)\nFiling Proxy Statement, if Other Than the Registrant)**\n\nPayment of Filing Fee (Check all boxes that apply):\n\n☒\n\nNo fee required\n\n☐\n\nFee paid previously with preliminary materials\n\n☐\n\nFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules\n14a-6(i)(1) and 0-11\n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n**FORM 8-K**\n\n**CURRENT REPORT**\n\n**Pursuant\nto Section 13 or 15(d)**\n\n**of the Securities Exchange Act of 1934**\n\n**Date of Report (Date of earliest event reported): February 18, 2026**\n\n**SEALED AIR CORPORATION**\n\n**(Exact name of registrant as specified in its charter)**\n\n**Delaware**\n\n**1-12139**\n\n**65-0654331**\n\n**(State or other jurisdiction**\n\n**of incorporation)**\n\n**(Commission**\n\n**File Number)**\n\n**(IRS Employer**\n\n**Identification Number)**\n\n**2415 Cascade Pointe Boulevard**\n\n**Charlotte, North Carolina 28208**\n\n**(Address of principal executive offices, including Zip Code)**\n\n**Registrant’s telephone number, including area code: (980)-221-3235**\n\nCheck the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of\nthe registrant under any of the following provisions:\n\n☐\n\nWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)\n\n☐\n\nSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17\nCFR 240.14a-12)\n\n☐\n\nPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))\n\n☐\n\nPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))\n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n**Title of each class**\n\n**TradingSymbol(s)**\n\n**Name of each exchangeon which registered**\n\nCommon Stock, $0.10 par value per share\n\nSEE\n\nNew York Stock Exchange\n\nIndicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of\n1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).\n\nEmerging growth company ☐\n\nIf an emerging growth company,\nindicate 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. ☐\n\n**Item 8.01.**\n\n**Other Events.**\n\nAs previously disclosed, on November 16, 2025, Sealed Air Corporation, a Delaware corporation (the “Company”), entered into an\nAgreement and Plan of Merger (as amended, modified, supplemented or waived from time to time, the “Merger Agreement”) with Sword Purchaser, LLC, a Delaware limited liability company (“Parent”) that is affiliated with Clayton,\nDubilier & Rice, LLC, and Sword Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein,\nMerger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. The Merger Agreement was unanimously approved by the board of directors of the Company.\n\nIn connection with the Merger, the Company filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy\nstatement dated January 23, 2026 (the “Proxy Statement”), which the Company first mailed to its stockholders on or about January 26, 2026.\n\nFollowing the announcement of the Merger Agreement, as of the date of this Current Report on Form 8-K,\nthree lawsuits, captioned *Dixon v. Sealed Air Corp.*,*Index No.**** 650557/2026* (N.Y. Sup. Ct., County of New York Jan. 28, 2026), *McDaniels v. Sealed Air Corp.*,*Index No.**** 650665/2026* (N.Y. Sup. Ct., County of New York Jan. 29, 2026), and *Garfield v. Ahmad*,*Index No.**** 56831/2026* (N.Y. Sup. Ct., County of Westchester Feb. 4, 2026), have been filed\n(the “Lawsuits”). In addition, the Company received demand letters from counsel representing individual stockholders of the Company (the “Demand Letters” and, together with the Lawsuits, the “Matters”). The\nMatters allege, among other things, that the defendants caused a materially incomplete and misleading Proxy Statement relating to the Merger to be filed with the SEC in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and\nRule 14a-9 promulgated thereunder, in breach of their fiduciary obligations under state law, in violation of state laws and/or in violation of state securities acts.\n\nThe Company believes that the claims asserted in the Matters are without merit and supplemental disclosures are not required under applicable\nlaws. However, in order to avoid the risk that the Matters delay or otherwise adversely affect the Merger, and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, the Company is\nsupplementing the Proxy Statement as described in this Current Report on Form 8-K. The Company and the other named defendants deny that they have violated any laws or breached any duties to the Company’s\nstockholders. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary,\nthe Company specifically denies all allegations in the Matters that any additional disclosure was or is required.\n\n*Supplemental\nDisclosures to Proxy Statement in Connection with the Matters*\n\nThe additional disclosures (the “Supplemental Disclosures”)\nin this Current Report on Form 8-K supplement the disclosures contained in the Proxy Statement and should be read in conjunction with the disclosures contained in the Proxy Statement, which should be read in\nits entirety. To the extent that information set forth in the Supplemental Disclosures differs from or updates information contained in the Proxy Statement, the information in this Current Report on\n\nForm 8-K shall supersede or supplement the information contained in the Proxy Statement. All page references are to the Proxy Statement and terms used but\nnot otherwise defined herein shall have the meanings ascribed to such terms in the Proxy Statement. New text is marked in bold, deleted text is marked with a strikethrough.\n\n1.\n\nThe first paragraph in the subsection of the Proxy Statement entitled “Opinion of Evercore Group\nL.L.C.—Summary of Evercore’s Financial Analyses—Discounted Cash Flow Analysis” (pages 49 to 50 of the Proxy Statement) is hereby amended and restated as follows:\n\nEvercore performed a discounted cash flow analysis of Sealed Air to calculate the estimated present value of the standalone unlevered, after-tax free cash flows (defined for purposes of this section of this proxy statement captioned “—Opinion of Evercore Group L.L.C.” as net operating profit after tax, plus depreciation and\namortization, less other cash flows (including restructuring payments, pension cash payments and other select items), less stock based compensation, plus / less change in net working capital, less capital expenditures) that Sealed Air was forecasted\nto generate during Sealed Air’s fiscal years 2025 through 2030 based on the Management Projections provided to Evercore by Sealed Air’s management. Evercore calculated terminal values for Sealed Air by applying perpetuity growth rates of\n2.25% to 3.00%, which range was selected based on Evercore’s professional judgment and experience, to a terminal year estimate of the unlevered, after-tax free cash flows **of\n$627******** million** that Sealed Air was forecasted to generate based on the Management Projections. The cash flows and terminal values in each case were then discounted to present value as of December 31, 2025 using discount\nrates ranging from 8.0% to 9.0%, which were based on an estimate of Sealed Air’s weighted average cost of capital**, as estimated by Evercore based on its professional judgment and experience**.\n\n2.\n\nThe second paragraph in the subsection of the Proxy Statement entitled “Opinion of Evercore Group\nL.L.C.—Summary of Evercore’s Financial Analyses—Discounted Cash Flow Analysis” (page 50 of the Proxy Statement) is hereby amended and restated as follows:\n\nBased on this range of implied enterprise values, Sealed Air’s estimated net debt (calculated as total debt less cash and cash equivalents) as of\nDecember 31, 2025 **of approximately $3,793******** million**, and Sealed Air’s after-tax pension and other post-employment benefit (“OPEB”) liabilities as\nof December 31, 2024 (tax adjusted at a 26.5% tax rate) **of approximately $63******** million**, and the number of fully diluted shares of Sealed Air common stock **as of October******** 31, 2025 and calculated using\nthe treasury stock method, of approximately 149.7******** million shares of Sealed Air common stock,**in each case as provided by Sealed Air’s management, this analysis indicated a range of implied equity values per share of\nSealed Air common stock of $32.87 to $51.19, compared to the Merger Consideration of $42.15 per share of Sealed Air common stock, the pre-leak price of $36.38 per share of Sealed Air common stock and the\nunaffected price of $29.84 per share of Sealed Air common stock.\n\n3.\n\nThe second to last paragraph in the subsection of the Proxy Statement entitled “Opinion of Evercore Group\nL.L.C.—Summary of Evercore’s Financial Analyses—Selected Public Company Trading Analysis” (page 51 of the Proxy Statement) is hereby amended and restated as follows:\n\nBased on this range of implied enterprise values, Sealed Air’s estimated net debt (calculated as total debt less cash and cash equivalents) as of\nSeptember 30, 2025, and Sealed Air’s after-tax pension and OPEB liabilities as of December 31, 2024 (tax adjusted at a 26.5% tax rate) **of approximately $63******** million**,\nand the number of fully diluted shares of Sealed Air common stock **as of October******** 31, 2025 and calculated using the treasury stock method, of approximately 149.7******** million shares of Sealed Air common stock**,\nin each case as provided by Sealed Air’s management, this analysis indicated a range of implied equity values per share of Sealed Air common stock of $33.97 to $41.52, compared to the Merger Consideration of $42.15 per share of Sealed Air\ncommon stock, the pre-leak price of $36.38 per share of Sealed Air common stock and the unaffected price of $29.84 per share of Sealed Air common stock.\n\n4.\n\nThe second to last paragraph in the subsection of the Proxy Statement entitled “Opinion of Evercore Group\nL.L.C.—Summary of Evercore’s Financial Analyses—Selected Transactions Analysis” (page 52 of the Proxy Statement) is hereby amended and restated as follows:\n\nBased on the multiples derived from the selected transactions and based on its professional judgment and experience, Evercore selected a reference range of\nenterprise value to LTM EBITDA multiples of 8.0x to 9.0x and applied this range of multiples to Sealed Air’s LTM EBITDA as of September 30, 2025, based on the financial results for Sealed Air provided by Sealed Air management. Based on\nthis range of implied enterprise values, Sealed Air’s estimated net debt (calculated as total debt less cash and cash equivalents) as of September 30, 2025, and Sealed Air’s after-tax pension\nand OPEB liabilities as of December 31, 2024 (tax adjusted at a 26.5% tax rate) **of approximately $63******** million**, and the number of fully diluted shares of Sealed Air common stock **as of October******** 31,\n2025 and calculated using the treasury stock method, of approximately 149.7******** million shares of Sealed Air common stock**, in each case as provided by Sealed Air’s management, this analysis indicated a range of implied\nequity values per share of Sealed Air common stock of $33.82 to $41.34, compared to the Merger Consideration of $42.15 per share of Sealed Air common stock, the pre-leak price of $36.38 per share of Sealed Air\ncommon stock and the unaffected price of $29.84 per share of Sealed Air common stock.\n\n5.\n\nThe first paragraph in the subsection of the Proxy Statement entitled “Opinion of Evercore Group\nL.L.C.—Summary of Evercore’s Financial Analyses—Present Value of Future Share Price Analyses—Separation Scenario” (pages 54 to 55 of the Proxy Statement) is hereby amended and restated as follows:\n\nAs directed by Sealed Air, Evercore also conducted a Separation Scenario analysis that assumed the sale of Sealed Air’s protective packaging operations\n(“Protective”) at a sale multiple of 8.5x LTM EBITDA as of December 31, 2025, and then valued the remaining Sealed Air business after reducing proceeds for the assumed Protective sale for $614 million of expected value leakage\n(including anticipated transaction fees and expenses), in each case as based on estimated cost basis and tax rate information provided by Sealed Air’s management. For the Separation Scenario analysis, in calculating the implied present value\nof the future price per share of Sealed Air\n\ncommon stock following the assumed Protective sale, Evercore first calculated ranges of implied enterprise value of Sealed Air (following the assumed close of the Protective sale at year-end 2025 (with the Separation Scenario commencing in 2026)) by multiplying Sealed Air’s estimated LTM Adjusted EBITDA as of the end of each respective calendar year between 2025 and 2028 based on the\nManagement Projections and adjusting for the assumed Protective sale by an illustrative enterprise value to LTM Adjusted EBITDA multiple range of 8.0x to 9.0x for 2025E (reflecting valuation of Sealed Air prior to separation) and 9.0x to 10.0x for\n2026E and thereafter (reflecting Sealed Air post-Protective sale), a range selected based on Evercore’s professional judgment and experience, to derive an implied future enterprise value reference range for Sealed Air (following the assumed\nProtective sale). Based on this range of implied future enterprise values, Sealed Air’s estimated net debt and after-tax pension and OPEB liabilities as of the end of each of Sealed Air’s calendar\nyears 2025 through 2028, in each case as provided by Sealed Air’s management, Evercore calculated a reference range of implied future equity values of Sealed Air common stock (following the assumed Protective sale). Evercore then divided the\nimplied future equity values of Sealed Air (following the assumed Protective sale) by an estimate of the number of fully diluted outstanding shares of Sealed Air common stock for each respective calendar year between 2025 and 2028 (reflecting\nvarying counts of fully diluted shares outstanding), based on information provided by Sealed Air’s management as approved by the Board of Directors for use by Evercore, to calculate a reference range of implied future equity values per share\nfor Sealed Air. Evercore then discounted the implied future equity values per share to November 12, 2025 using a discount rate of 12%, representing an estimate of Sealed Air’s cost of equity, as estimated by **based on\nan estimate of Sealed Air’s weighted average cost of capital derived from Evercore’s application of the capital asset pricing model, as well as** Evercore’s professional judgment and experience. For the avoidance of doubt, all per-share metrics in this analysis reflect total value per share (inclusive of dividends) and not share price alone.\n\n6.\n\nThe first paragraph in the subsection of the Proxy Statement entitled “Opinion of Evercore Group\nL.L.C.—Summary of Evercore’s Financial Analyses—Equity Research Analyst Price Targets” (page 55 of the Proxy Statement) is hereby amended and restated as follows:\n\nEvercore reviewed selected public market trading price targets for the shares of Sealed Air common stock prepared and published by equity research analysts\nthat were publicly available as of November 12, 2025. These price targets reflect analysts’ estimates of the future public market trading price of the shares of Sealed Air common stock at the time the price target was published. As of\nNovember 12, 2025, the median of selected equity research analyst price targets per share of Sealed Air common stock was $42.50, the average price target per share was $43.75, and the range of price targets per share was $38.00 to $52.00,\ncompared to the Merger Consideration of $42.15 per share of Sealed Air common stock, the pre-leak price of $36.38 per share of Sealed Air common stock and the unaffected price of $29.84 per share of Sealed Air\ncommon stock. Public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for the shares of Sealed Air common stock and these target prices and the analysts’ earnings\nestimates on which they were based are subject to risk and uncertainties, including factors affecting the financial performance of Sealed Air and future general industry and market conditions.\n\n**These price targets and corresponding dates are shown in the table below:**\n\n**As of November 12, 2025:**\n\n**Firm**\n\n**Date**\n\n**Price Target**\n\n**Morgan Stanley**\n\n** **\n**11/9/25**\n** **\n\n**$**\n**41.00**\n** **\n\n**Citi**\n\n** **\n**11/5/25**\n** **\n\n**$**\n**43.00**\n** **\n\n**Jefferies**\n\n** **\n**11/5/25**\n** **\n\n**$**\n**40.00**\n** **\n\n**RBC**\n\n** **\n**11/5/25**\n** **\n\n**$**\n**52.00**\n** **\n\n**Bank of America**\n\n** **\n**11/4/25**\n** **\n\n**$**\n**42.00**\n** **\n\n**Baird**\n\n** **\n**11/4/25**\n** **\n\n**$**\n**45.00**\n** **\n\n**JP Morgan**\n\n** **\n**11/4/25**\n** **\n\n**$**\n**38.00**\n** **\n\n**Mizuho**\n\n** **\n**11/4/25**\n** **\n\n**$**\n**41.00**\n** **\n\n**Raymond James**\n\n** **\n**11/4/25**\n** **\n\n**$**\n**50.00**\n** **\n\n**Truist**\n\n** **\n**11/4/25**\n** **\n\n**$**\n**45.00**\n** **\n\n**UBS**\n\n** **\n**11/4/25**\n** **\n\n**$**\n**42.00**\n** **\n\n**Wells Fargo**\n\n** **\n**11/4/25**\n** **\n\n**$**\n**46.00**\n** **\n\n* * *\n\n**Important Information and Where to Find It**\n\nThis Current Report on Form 8-K is being made in respect of the proposed transaction (the\n“Transaction”) involving the Company, Parent and Merger Sub. 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\nconnection with the Transaction, the Company filed with the SEC the Proxy Statement, which the Company first mailed to its stockholders on or about January 26, 2026. The Company may also file other relevant documents with the SEC regarding the\nTransaction. 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\nURGED 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\nTHEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS.\n\nInvestors and\nsecurity 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\nSEC’s website at www.sec.gov or the Company’s website at www.sealedair.com.\n\n**Participants in the Solicitation**\n\nThe Company and certain of its directors, executive officers and other members of management and employees may, under the rules of the SEC, be\ndeemed 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\nindirect 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\nStatement”), and 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\nthe 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\nregarding the interests of the Company’s directors and executive officers in the Transaction is included in the Proxy Statement. You may obtain free copies of these documents using the sources indicated above.\n\n**Cautionary Statement Regarding Forward-Looking Statements**\n\nThis communication includes certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by,\nthe 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\nexpected timing, completion and effects of the Transaction or that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking\nstatements may be identified by the use of words such as “expect,” “anticipate,” “intend,” “aim,” “plan,” “believe,” “could,” “seek,” “see,”\n“should,” “will,” “may,” “would,” “might,” “considered,” “potential,” “predict,” “projection,” “estimate,”\n“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\ndepend 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\nthe Company’s control, that could cause actual results to differ materially from those expressed in any forward-looking statements.\n\nThese risks, uncertainties, assumptions and other important factors that might materially affect such forward-looking statements include, but\nare not limited to: (i) the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Transaction that could reduce anticipated benefits or cause the parties to abandon the Transaction; (ii) the\npossibility that the Company’s stockholders may not approve the Transaction; (iii) 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\nTransaction; (iv) 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; (v) the risk of any litigation relating to the Transaction; (vi) the risk\nthat 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\nbusiness relationships and on the Company’s operating results and business generally; (vii) the risk that the Transaction and its announcement could have adverse effects on the market price of the Company’s common stock;\n(viii) the possibility that the parties to the\n\nTransaction 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’\nexpected plans or at all; (ix) 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; (x) the possibility that the\nTransaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger\nAgreement, including in circumstances requiring the Company to pay a termination fee; (xii) the risk that the Company’s stock price may decline significantly if the Transaction is not consummated; (xiii) the Company’s ability\nto raise capital and the terms of those financings; (xiv) the risk posed by legislative, regulatory and economic developments affecting the Company’s business; (xv) general economic and market developments and conditions, including\nwith 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\nmatters; (xvi) changes in consumer preferences and demand patterns that could adversely affect the Company’s sales, profitability and productivity; (xvii) the effects of animal and food-related health issues on the Company’s\nbusiness; and (xviii) the other risk factors and cautionary statements described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, the Company’s Quarterly\nReport on Form 10-Q for the quarter ended September 30, 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.\nThese 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\nevents, or otherwise, except as required by applicable law.\n\n**SIGNATURE**\n\nPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by\nthe undersigned hereunto duly authorized.\n\n**SEALED AIR CORPORATION**\n\nBy:\n\n/s/ Stefanie M. Holland\n\nName: Stefanie M. Holland\n\nTitle: Vice President, General Counsel and Secretary\n\n(Duly Authorized Officer)\n\nDated: February 18, 2026"}