UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): March 2, 2026

Date of Report (Date of earliest event reported): February 25, 2026

SEALED AIR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

~~1-12139~~

~~65-0654331~~

1-12139

65-0654331

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)

(State or otherjurisdiction of incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

2415 Cascade Pointe Boulevard


2415 Cascade Pointe Boulevard
Charlotte	North Carolina	28208
(Address of principal executive offices)		(Zip Code)

Charlotte, North Carolina 28208

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (980)-221-3235

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.10 per share	SEE	New York Stock Exchange

Title of each class		TradingSymbol(s)		Name of each exchangeon which registered
Common Stock, $0.10 par value per share		SEE		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 under the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate 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. ☐

Item 52.0702 Results ~~Submission~~ of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

On ~~February~~March 252, 2026, Sealed Air Corporation (the “Company”) ~~held~~issued a ~~special~~press ~~meeting~~release ofannouncing ~~stockholders~~its ~~(the~~financial ~~“Special~~results ~~Meeting”)~~for ~~to consider certain proposals related to~~ the ~~Agreement~~quarter and ~~Plan~~full ofyear ~~Merger,~~ended ~~dated as of November~~December 1631, 2025. A ~~(as~~copy ~~amended,~~of ~~modified, supplemented or waived from time to time,~~ the ~~“Merger~~press ~~Agreement”),~~release ~~by and among Sword Purchaser, LLC, a Delaware limited liability company that~~ is ~~affiliated~~furnished ~~with~~herewith ~~Clayton,~~as ~~Dubilier~~Exhibit ~~& Rice, LLC (“Parent”), Sword Merger Sub, Inc~~99.1, ~~a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company, pursuant to~~ which, ~~subject~~is toincorporated ~~the~~herein ~~satisfaction~~by or waiver of the conditions set forth therein, Merger Sub will merge with and into the Company and the separate corporate existence of Merger Sub will cease, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parentreference.

~~Holders~~The ofinformation ~~the~~included ~~Company’s~~in ~~common~~this ~~stock~~item, ~~(the~~including ~~“Company~~Exhibit 99.1, ~~Common~~is ~~Stock”)~~hereby asfurnished ofand ~~the~~shall ~~close~~not ofbe ~~business~~deemed ~~on January 16, 2026 (the~~ “~~Record Date~~filed”), ~~were~~for ~~entitled~~purposes toof ~~vote~~Section 18 atof the ~~Special~~Securities ~~Meeting.~~Exchange AsAct of ~~the Record Date~~1934, ~~there~~as ~~were 147~~amended,~~271,147~~ ~~shares~~nor ofshall ~~Company~~it ~~Common~~be ~~Stock~~deemed ~~outstanding.~~incorporated ~~Each~~by ~~share~~reference ofin ~~Company~~any ~~Common~~filing ~~Stock~~under ~~was~~the ~~entitled~~Securities toAct ~~one vote on each proposal. A quorum, representing holders~~ of ~~115~~1933,~~910,678~~ ~~shares~~as ~~of Company Common Stock~~amended, orexcept ~~78.70% of the outstanding shares of Company Common Stock~~ as ofshall ~~the~~be ~~Record~~expressly ~~Date,~~set ~~was~~forth ~~present or represented~~ by ~~proxy~~specific atreference ~~the~~in ~~Special~~such ~~Meeting~~filing.

Set forth below is a brief description of each matter submitted to a vote of the Company’s stockholders at the Special Meeting:

1. Proposal 1: A proposal to adopt the Merger Agreement (the “Merger Proposal”); and

2. Proposal 2: A proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”).

The proposals are described further in the Company’s proxy statement filed on January 23, 2026, with the United States Securities and Exchange Commission (the “Proxy Statement”).

The Company’s inspector of elections certified the following vote tabulations.

Proposal No. 1: The Merger Proposal

The Merger Proposal was approved based upon the following votes:

For		Against		Abstain
114,636,120		1,063,721		210,837

Proposal No. 2: The Compensation Proposal

The Compensation Proposal was approved based upon the following votes:

For		Against		Abstain
111,927,877		3,539,301		443,500

Because the Company’s stockholders approved the Merger Proposal, a vote on the proposal to adjourn the Special Meeting, as described in the Proxy Statement, was not called during the Special Meeting.

Item 8.01 Other Events.

On February 25, 2026, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

ExhibitNumber		Description
99.1		Press Release, dated February 25, 2026.
104		Cover Page Interactive Data File (embedded within Inline XBRL document).

(d) Exhibits.


Exhibit Number						Description
99.1						Press Release of Sealed Air Corporation dated March 2, 2026
104						Cover Page Interactive Data File (formatted as Inline XBRL and embedded within document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

SEALED AIR CORPORATION By: /s/ Stefanie M. Holland Name: Stefanie M. Holland Title: Vice President, General Counsel and Secretary (Duly Authorized Officer)


	SEALED AIR CORPORATION


	By:	/s/ Kristen Actis-Grande
	Name:	Kristen Actis-Grande
	Title:	Chief Financial Officer
		(Duly Authorized Officer)
Date: March 2, 2026

Dated: February 25, 2026

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