SEEHIGH SIGNALFINANCIAL10-K

Sealed Air Corporation is being acquired by CD&R for $10.3 billion in an all-cash transaction approved by shareholders in February 2026, with the company set to go private and delist from NYSE upon closing expected in mid-2026.

This represents a complete transformation of the investment opportunity, as shareholders will receive cash and the company will cease to exist as a publicly traded entity. The transaction has already received shareholder approval and is pending only regulatory clearances and customary closing conditions, making it highly likely to complete.

Comparing 2026-03-02 vs 2025-02-26View on EDGAR →
FINANCIAL ANALYSIS

The financial picture shows mixed signals with net income nearly doubling to $505.5M and stockholders' equity increasing 98.2% to $1.2B, likely reflecting merger-related accounting adjustments and improved profitability. However, operating fundamentals show some strain with operating cash flow declining 13.7% to $628M, interest expense surging 62% to $263M, and current liabilities increasing 28.5%, suggesting higher leverage and working capital pressures. The 23% reduction in capital expenditure to $169.5M may indicate preparation for the pending acquisition or capital allocation shifts ahead of going private.

FINANCIAL STATEMENT CHANGES
Stockholders Equity
Balance Sheet
+98.2%
$624.5M→$1.2B

Equity base grew 98.2% — retained earnings accumulation or equity issuance strengthening the balance sheet.

Net Income
P&L
+91%
$264.7M→$505.5M

Net income grew 91% — bottom-line growth signals improving overall business health.

Interest Expense
P&L
+62%
$162.3M→$263.0M

Interest expense surged 62% — significant debt increase or rising rates materially impacting earnings.

Current Liabilities
Balance Sheet
+28.5%
$1.6B→$2.1B

Current liabilities rose 28.5% — increased short-term obligations, watch current ratio.

Capital Expenditure
Cash Flow
-23%
$220.2M→$169.5M

Capex reduced 23% — investment cycle winding down or capital discipline; may improve near-term free cash flow.

Accounts Receivable
Balance Sheet
+17.9%
$443.1M→$522.2M

Receivables grew 17.9% — monitor days sales outstanding for collection efficiency.

Operating Cash Flow
Cash Flow
-13.7%
$728.0M→$628.0M

Operating cash flow softened — monitor whether temporary working capital timing or structural deterioration.

R&D Expense
P&L
-12.3%
$93.4M→$81.9M

R&D spending cut 12.3% — could signal cost discipline or concerning reduction in innovation investment.

LANGUAGE CHANGES
NEW — 2026-03-02
PRIOR — 2025-02-26
ADDED
There were 147,373,648 shares of the registrant s common stock, par value $0.10 per share, issued and outstanding as of February 23, 2026.
In 2025, we generated net sales of $5.4 billion, net earnings from continuing operations of $441 million, and net cash provided by operating activities of $628 million.
Sealed Air s business strategy is focused on creating long-term, value-added partnerships with customers to advance automated packaging solutions, leveraging industry-leading expertise in materials, automation systems, sustainability, science, technologies, and engineering.
Under the terms of the Merger Agreement, CD R will acquire the Company for a total purchase price of $10.3 billion, to be paid in cash.
3 The transaction, which was unanimously approved by the Company s Board of Directors and was adopted by Sealed Air's stockholders at a special meeting on February 25, 2026, is currently expected to close in mid-2026, subject to regulatory clearances and the satisfaction of other customary closing conditions.
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REMOVED
There were 145,761,886 shares of the registrant s common stock, par value $0.10 per share, issued and outstanding as of February 18, 2025.
Form 10-K Summary 137 Signatures 138 1 Cautionary Notice Regarding Forward-Looking Statements This report contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 concerning our business, consolidated financial condition, results of operations and cash flows.
The Securities and Exchange Commission ( SEC ) encourages companies to disclose forward-looking statements so that investors can better understand a company s future prospects and make informed investment decisions.
Examples of forward-looking statements include, among others, statements we make regarding expected future operating results, expectations regarding the results of restructuring and other programs, expectations regarding future impacts resulting from acquisitions, anticipated levels of capital expenditures and expectations of the effect on our financial condition of claims, litigation, environmental costs, contingent liabilities and governmental and regulatory investigations and proceedings.
In 2024, we generated net sales of $5.4 billion, net earnings from continuing operations of $270 million, and net cash provided by operating activities of $728 million.
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