Material Event (Form 8-K)

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 "Issuer"), Sword Merger Sub, Inc. and the Company.

This Current Report on Form 8-Kis being furnished to provide notice pursuant to Rule 135c under the Securities Act of 1933, as amended ("Rule 135c"), in connection with an expected unregistered offering of debt securities and related financing arrangements. The Company has been informed that the expected debt financing for the Transaction will include the following tranches, to be incurred and/or issued in connection with the consummation of the Transaction:

The final terms, structure and amounts of the debt financing remain subject to market and other conditions. The debt financing is expected to be used to finance the Transaction and related transactions, including related fees and expenses, and for related purposes.

Further, concurrently with and conditional upon the closing of the Transaction, the Company currently expects to redeem its outstanding 4.000% senior notes due 2027, 6.125% senior notes due 2028, 5.000% senior notes due 2029, 7.250% senior notes due 2031 and 6.500% senior notes due 2032, in each case in accordance with the applicable indenture. This disclosure does not constitute a notice of redemption. In addition, the Company expects that approximately $450 million aggregate principal amount of the Company's 6.875% senior notes due 2033 will remain outstanding and be secured following consummation of the Transaction.