8-K

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 Report (Date of earliest event reported): November 27, 2024

SEALED AIR CORPORATION

(Exact name of registrant as specified in its charter)

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:

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain

Officers; Compensatory Arrangements of Certain Officers.

On November 27, 2024, Sealed Air Corporation (the “Company”) entered into an agreement with Sergio Pupkin, the Company’s former Senior Vice President, Chief Growth & Strategy Officer, regarding the cancellation of the performance share units granted to him on February 21, 2023 under the Corporation’s 2014 Omnibus Incentive Plan with performance goals based on certain environmental and social goals over a five-year performance period ending December 31, 2027 (the “ESG PSUs”). In accordance with the terms of the ESG PSUs, a prorated portion of Mr. Pupkin’s ESG PSUs have remained outstanding following his retirement from the Company on December 31, 2023, and remain subject to performance results for the full performance period. The Company and Mr. Pupkin agreed to instead immediately cancel and terminate those outstanding ESG PSUs in exchange for a one-time cash payment to Mr. Pupkin in the gross amount of $160,000, less applicable taxes.

SIGNATURE

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