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Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans | 12 Months Ended
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Dec. 31, 2025
Retirement Benefits [Abstract] |
Profit Sharing, Retirement Savings Plans and Defined Benefit Pension Plans | Profit Sharing, Retirement Savings Plans, and Defined Benefit Pension Plans Profit Sharing and Retirement Savings Plans We have a qualified non-contributory profit sharing plan covering most of our U.S. employees. Contributions to this plan, which are made at the discretion of our Board of Directors, may be made in cash, shares of our common stock, or in a combination of cash and shares of our common stock. We also maintain a qualified contributory retirement savings plan in which most of our U.S. employees are eligible to participate. The qualified contributory retirement savings plans generally provide for our contributions in cash, based upon the amount contributed to the plans by the participants. The expense associated with our contributions to the U.S. profit sharing plan and retirement savings plan are charged to operations and amounted to $45.0 million in 2025, $46.8 million in 2024 and $45.7 million in 2023. In 2025, 824,393 shares were contributed as part of our contribution to the profit sharing plan related to 2024; in 2024, 707,590 shares were contributed as part of our contribution to the profit sharing plan related to 2023; and in 2023, 504,626 shares were contributed as part of our contribution to the profit sharing plan related to 2022. These shares were issued out of treasury stock. We have various international defined contribution benefit plans which cover certain employees. We have expanded use of these plans in select countries where they have been used to supplement or replace defined benefit plans. Defined Benefit Pension Plans We recognize the funded status of each defined pension benefit plan as the difference between the fair value of plan assets and the projected benefit obligation of the employee benefit plans in the Consolidated Balance Sheets. Each overfunded plan is recognized as an asset and each underfunded plan is recognized as a liability on our Consolidated Balance Sheets. Subsequent changes in the funded status are reflected on the Consolidated Balance Sheets in Unrecognized pension items, a component of AOCL, within Total stockholders’ equity. The amount of unamortized pension items is recorded net of tax. We amortize actuarial gains or losses over the average future working lifetime (or remaining lifetime of inactive participants if there are no active participants). We use the corridor method, where the corridor is the greater of ten percent of the projected benefit obligation or fair value of assets at year end. If actuarial gains or losses do not exceed the corridor, then there is no amortization of gain or loss. The following table shows total benefit cost related to our pension plans and the classification on our Consolidated Statements of Operations for the three years ended December 31:
|  | Year Ended December 31,
(In millions) |  | 2025 |  | 2024 |  | 2023
U.S. and international net periodic benefit cost included in cost of sales(1) |  | $ | 1.2 |  |  | $ | 1.2 |  |  | $ | 1.0 |
U.S. and international net periodic benefit cost included in selling, general and administrative expenses |  | 2.5 |  |  | 2.5 |  |  | 2.4 |
U.S. and international net periodic benefit cost and cost of special events included in other expense, net |  | 0.3 |  |  | 2.1 |  |  | 4.8 |
Total benefit cost |  | $ | 4.0 |  |  | $ | 5.8 |  |  | $ | 8.2 |
(1)The amount recorded in inventory for the years ended December 31, 2025, 2024, and 2023 was not material. A number of our U.S. employees, including some employees who are covered by collective bargaining agreements, participate in defined benefit pension plans. Some of our international employees participate in defined benefit pension plans in their respective countries. The following table presents our funded status for 2025 and 2024 for our U.S. and international pension plans. The measurement date used to determine benefit obligations and plan assets is December 31 for all material plans.
|  | December 31, 2025 |  | December 31, 2024
(In millions) |  | U.S. |  | International |  | Total |  | U.S. |  | International |  | Total
Change in benefit obligation: |  |  |  |  |  |  |  |  |  |  |  |
Projected benefit obligation at beginning of period |  | $ | 126.7 |  |  | $ | 476.5 |  |  | $ | 603.2 |  |  | $ | 135.5 |  |  | $ | 538.6 |  |  | $ | 674.1 |
Service cost |  | 0.1 |  |  | 3.6 |  |  | 3.7 |  |  | 0.1 |  |  | 3.6 |  |  | 3.7 |
Interest cost |  | 6.3 |  |  | 19.9 |  |  | 26.2 |  |  | 6.6 |  |  | 20.1 |  |  | 26.7 |
Actuarial loss (gain) |  | 4.0 |  |  | (10.8) |  |  | (6.8) |  |  | (3.7) |  |  | (25.5) |  |  | (29.2) |
Settlement |  | — |  |  | (5.0) |  |  | (5.0) |  |  | — |  |  | (4.6) |  |  | (4.6) |
Benefits paid |  | (11.4) |  |  | (28.4) |  |  | (39.8) |  |  | (11.8) |  |  | (26.3) |  |  | (38.1) |
Employee contributions |  | — |  |  | 0.9 |  |  | 0.9 |  |  | — |  |  | 0.9 |  |  | 0.9 |
Other |  | — |  |  | (0.5) |  |  | (0.5) |  |  | — |  |  | (0.4) |  |  | (0.4) |
Foreign exchange impact |  | — |  |  | 46.1 |  |  | 46.1 |  |  | — |  |  | (29.9) |  |  | (29.9) |
Projected benefit obligation at end of period |  | $ | 125.7 |  |  | $ | 502.3 |  |  | $ | 628.0 |  |  | $ | 126.7 |  |  | $ | 476.5 |  |  | $ | 603.2 |
Change in plan assets: |  |  |  |  |  |  |  |  |  |  |  |
Fair value of plan assets at beginning of period |  | $ | 105.0 |  |  | $ | 442.6 |  |  | $ | 547.6 |  |  | $ | 106.6 |  |  | $ | 489.5 |  |  | $ | 596.1 |
Actual return on plan assets |  | 9.7 |  |  | 16.9 |  |  | 26.6 |  |  | 3.5 |  |  | (0.8) |  |  | 2.7 |
Employer contributions |  | 4.4 |  |  | 7.9 |  |  | 12.3 |  |  | 6.7 |  |  | 8.7 |  |  | 15.4 |
Employee contributions |  | — |  |  | 0.9 |  |  | 0.9 |  |  | — |  |  | 0.9 |  |  | 0.9 |
Benefits paid |  | (11.4) |  |  | (28.4) |  |  | (39.8) |  |  | (11.8) |  |  | (26.3) |  |  | (38.1) |
Settlement |  | — |  |  | (5.0) |  |  | (5.0) |  |  | — |  |  | (4.6) |  |  | (4.6) |
Other |  | — |  |  | (0.5) |  |  | (0.5) |  |  | — |  |  | (0.4) |  |  | (0.4) |
Foreign exchange impact |  | — |  |  | 40.6 |  |  | 40.6 |  |  | — |  |  | (24.4) |  |  | (24.4) |
Fair value of plan assets at end of period |  | $ | 107.7 |  |  | $ | 475.0 |  |  | $ | 582.7 |  |  | $ | 105.0 |  |  | $ | 442.6 |  |  | $ | 547.6 |
Underfunded status at end of year |  | $ | (18.0) |  |  | $ | (27.3) |  |  | $ | (45.3) |  |  | $ | (21.7) |  |  | $ | (33.9) |  |  | $ | (55.6) |
Accumulated benefit obligation at end of year |  | $ | 125.7 |  |  | $ | 492.4 |  |  | $ | 618.1 |  |  | $ | 126.7 |  |  | $ | 468.2 |  |  | $ | 594.9 |
Actuarial gains resulting in a decrease in our projected benefit obligation for the year ended December 31, 2025, were primarily due to a decrease in the price inflation rate for our U.K. plans of 20 to 40 basis points. Additional gains arose from a small increase in the weighted-average discount rate for our global plans, as well as from the adoption of updated mortality assumptions in the U.K. Actuarial gains resulting in a decrease in our projected benefit obligation for the year ended December 31, 2024, were primarily due to an increase in weighted average discount rates for our U.S. and International plans of 40 basis points and 20 basis points, respectively. Amounts included in the Consolidated Balance Sheets are summarized in the following table:
|  | December 31, 2025 |  | December 31, 2024
(In millions) |  | U.S. |  | International |  | Total |  | U.S. |  | International |  | Total
Other non-current assets |  | $ | — |  |  | $ | 53.5 |  |  | $ | 53.5 |  |  | $ | — |  |  | $ | 39.6 |  |  | $ | 39.6 |
Other current liabilities |  | — |  |  | (4.6) |  |  | (4.6) |  |  | — |  |  | (3.5) |  |  | (3.5) |
Other non-current liabilities |  | (18.0) |  |  | (78.9) |  |  | (96.9) |  |  | (21.7) |  |  | (71.1) |  |  | (92.8) |
Net amount recognized(1) |  | $ | (18.0) |  |  | $ | (30.0) |  |  | $ | (48.0) |  |  | $ | (21.7) |  |  | $ | (35.0) |  |  | $ | (56.7) |
(1)Includes the underfunded status of material plans as presented in the previous table, as well as the underfunded status of other plans deemed to be immaterial. The following table shows the components of our net periodic benefit cost for the years ended December 31, for our pension plans:
|  | December 31, 2025 |  | December 31, 2024 |  | December 31, 2023
(In millions) |  | U.S. |  | International |  | Total |  | U.S. |  | International |  | Total |  | U.S. |  | International |  | Total
Components of net periodic benefit cost: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Service cost |  | $ | 0.1 |  |  | $ | 3.6 |  |  | $ | 3.7 |  |  | $ | 0.1 |  |  | $ | 3.6 |  |  | $ | 3.7 |  |  | $ | 0.1 |  |  | $ | 3.3 |  |  | $ | 3.4 |
Interest cost |  | 6.3 |  |  | 19.9 |  |  | 26.2 |  |  | 6.6 |  |  | 20.1 |  |  | 26.7 |  |  | 7.2 |  |  | 21.4 |  |  | 28.6 |
Expected return on plan assets |  | (7.4) |  |  | (24.3) |  |  | (31.7) |  |  | (7.0) |  |  | (22.6) |  |  | (29.6) |  |  | (7.2) |  |  | (21.8) |  |  | (29.0) |
Amortization of net prior service cost |  | — |  |  | 0.2 |  |  | 0.2 |  |  | — |  |  | 0.3 |  |  | 0.3 |  |  | — |  |  | 0.2 |  |  | 0.2 |
Amortization of net actuarial loss |  | 1.7 |  |  | 3.7 |  |  | 5.4 |  |  | 1.7 |  |  | 3.9 |  |  | 5.6 |  |  | 1.5 |  |  | 3.3 |  |  | 4.8 |
Net periodic benefit cost |  | 0.7 |  |  | 3.1 |  |  | 3.8 |  |  | 1.4 |  |  | 5.3 |  |  | 6.7 |  |  | 1.6 |  |  | 6.4 |  |  | 8.0 |
Settlement cost (income) |  | — |  |  | 0.2 |  |  | 0.2 |  |  | — |  |  | (0.9) |  |  | (0.9) |  |  | — |  |  | 0.2 |  |  | 0.2 |
Total benefit cost |  | $ | 0.7 |  |  | $ | 3.3 |  |  | $ | 4.0 |  |  | $ | 1.4 |  |  | $ | 4.4 |  |  | $ | 5.8 |  |  | $ | 1.6 |  |  | $ | 6.6 |  |  | $ | 8.2 |
The amounts included in AOCL that have not yet been recognized as components of net periodic benefit cost at December 31, 2025 and 2024 are:
|  | December 31, 2025 |  | December 31, 2024
(In millions) |  | U.S. |  | International |  | Total |  | U.S. |  | International |  | Total
Unrecognized net prior service cost |  | $ | 0.3 |  |  | $ | 4.0 |  |  | $ | 4.3 |  |  | $ | 0.3 |  |  | $ | 4.2 |  |  | $ | 4.5 |
Unrecognized net actuarial loss |  | 41.4 |  |  | 139.7 |  |  | 181.1 |  |  | 41.3 |  |  | 146.9 |  |  | 188.2 |
Total |  | $ | 41.7 |  |  | $ | 143.7 |  |  | $ | 185.4 |  |  | $ | 41.6 |  |  | $ | 151.1 |  |  | $ | 192.7 |
Changes in plan assets and benefit obligations reflected in AOCL for the years ended December 31, 2025 and 2024 were as follows:
|  | December 31, 2025 |  | December 31, 2024
(In millions) |  | U.S. |  | International |  | Total |  | U.S. |  | International |  | Total
Current year actuarial loss (gain) |  | $ | 1.7 |  |  | $ | (3.4) |  |  | $ | (1.7) |  |  | $ | (0.2) |  |  | $ | (2.0) |  |  | $ | (2.2) |
Prior service cost occurring during the year |  | 0.1 |  |  | — |  |  | 0.1 |  |  | — |  |  | — |  |  | — |
Amortization of net actuarial loss |  | (1.7) |  |  | (3.6) |  |  | (5.3) |  |  | (1.7) |  |  | (3.9) |  |  | (5.6) |
Amortization of net prior service cost |  | — |  |  | (0.2) |  |  | (0.2) |  |  | — |  |  | (0.2) |  |  | (0.2) |
Settlement |  | — |  |  | (0.2) |  |  | (0.2) |  |  | — |  |  | 0.9 |  |  | 0.9 |
Total |  | $ | 0.1 |  |  | $ | (7.4) |  |  | $ | (7.3) |  |  | $ | (1.9) |  |  | $ | (5.2) |  |  | $ | (7.1) |
Information for plans with accumulated benefit obligations in excess of plan assets as of December 31, 2025 and 2024 are as follows:
|  | December 31, 2025 |  | December 31, 2024
(In millions) |  | U.S. |  | International |  | Total |  | U.S. |  | International |  | Total
Accumulated benefit obligation |  | $ | 125.7 |  |  | $ | 102.5 |  |  | $ | 228.2 |  |  | $ | 126.7 |  |  | $ | 93.5 |  |  | $ | 220.2 |
Fair value of plan assets |  | 107.6 |  |  | 29.3 |  |  | 136.9 |  |  | 105.0 |  |  | 25.9 |  |  | 130.9 |
Information for plans with projected benefit obligations in excess of plan assets as of December 31, 2025 and 2024 are as follows:
|  | December 31, 2025 |  | December 31, 2024
(In millions) |  | U.S. |  | International |  | Total |  | U.S. |  | International |  | Total
Projected benefit obligation |  | $ | 125.7 |  |  | $ | 111.1 |  |  | $ | 236.8 |  |  | $ | 126.7 |  |  | $ | 99.5 |  |  | $ | 226.2 |
Fair value of plan assets |  | 107.6 |  |  | 30.2 |  |  | 137.8 |  |  | 105.0 |  |  | 25.9 |  |  | 130.9 |
Actuarial Assumptions Weighted average assumptions used to determine benefit obligations at December 31, 2025 and 2024 were as follows:
|  | December 31, 2025 |  | December 31, 2024
|  | U.S. |  | International |  | U.S. |  | International
Benefit obligations |  |  |  |  |  |  |  |
Discount rate |  | 5.2 | % |  | 4.4 | % |  | 5.6 | % |  | 4.2 | %
Rate of compensation increase |  | N/A |  | 2.4 | % |  | N/A |  | 2.1 | %
Cash balance interest credit rate |  | 4.0 | % |  | 1.5 | % |  | 4.3 | % |  | 1.5 | %
Weighted average assumptions used to determine net periodic benefit cost for the years ended December 31, were as follows:
|  | December 31, 2025 |  | December 31, 2024 |  | December 31, 2023
|  | U.S. |  | International |  | U.S. |  | International |  | U.S. |  | International
Net periodic benefit cost |  |  |  |  |  |  |  |  |  |  |  |
Discount rate |  | 5.6 | % |  | 4.2 | % |  | 5.1 | % |  | 3.9 | % |  | 5.5 | % |  | 4.5 | %
Expected long-term rate of return |  | 7.3 | % |  | 5.4 | % |  | 6.7 | % |  | 4.9 | % |  | 6.7 | % |  | 4.8 | %
Rate of compensation increase |  | N/A |  | 2.1 | % |  | N/A |  | 2.5 | % |  | N/A |  | 2.5 | %
Cash balance interest credit rate |  | 4.3 | % |  | 1.5 | % |  | 3.9 | % |  | 1.4 | % |  | 4.2 | % |  | 2.2 | %
Estimated Future Benefit Payments We expect the following estimated future benefit payments, which reflect expected future service as appropriate, to be paid in the years indicated:
|  | Amount (In millions)
Year |  | U.S. |  | International |  | Total
2026 |  | $ | 11.4 |  |  | $ | 31.2 |  |  | $ | 42.6 |
2027 |  | 11.1 |  |  | 29.7 |  |  | 40.8 |
2028 |  | 10.8 |  |  | 31.1 |  |  | 41.9 |
2029 |  | 10.9 |  |  | 33.8 |  |  | 44.7 |
2030 |  | 10.6 |  |  | 33.6 |  |  | 44.2 |
2031 to 2035 (combined) |  | 49.6 |  |  | 179.5 |  |  | 229.1 |
Total |  | $ | 104.4 |  |  | $ | 338.9 |  |  | $ | 443.3 |
Plan Assets We review the expected long-term rate of return on plan assets annually, taking into consideration our asset allocation, historical returns, and the current economic environment. The expected return on plan assets is calculated based on the fair value of plan assets at year end. To determine the expected return on plan assets, expected cash flows have been taken into account. Our long-term objectives for plan investments are to ensure that (a) there is an adequate level of assets to support benefit obligations to participants over the life of the plans, (b) there is sufficient liquidity in plan assets to cover current benefit obligations, and (c) there is a high level of investment return consistent with a prudent level of investment risk. The investment strategy is focused on a long-term total return in excess of a pure fixed income strategy with short-term volatility less than that of a pure equity strategy. To accomplish these objectives, in many instances the plan assets are invested on a glide-path which reduces the exposure to return-seeking assets as a plan's funded status increases. Overall, we invest assets primarily in a diversified mix of equity and fixed income investments. For our U.S. plan, the target asset allocation includes approximately 70% in return seeking assets, which are primarily comprised of global equities. The remainder of the target asset allocation for the U.S. plan is comprised of liability hedging assets which are primarily fixed income investments. In some of our international pension plans, we have purchased bulk annuity contracts (buy-ins). These annuity contracts provide cash flows that match the future benefit payments for a specific group of pensioners. These contracts are issued by third party insurance companies with no affiliation to Sealed Air. Insurance companies from which we purchase the annuity contracts are assessed as credit worthy. As of December 31, 2025 and 2024, buy-ins represented $97.5 million and $94.7 million of total plan assets, respectively. The value of these assets is actuarially determined based on the present value of the underlying liabilities. We currently expect our contributions to the pension plans to be approximately $9.9 million in 2026. Additionally, we expect benefits paid directly by the Company related to our defined benefit pension plans to be $4.7 million in 2026. The fair values of our U.S. and international pension plan assets, by asset category and by the level of fair values are as follows:
|  | December 31, 2025 |  | December 31, 2024
|  | Total |  |  |  |  |  |  |  |  |  | Total |  |  |  |  |  |  |  |
(In millions) |  | Fair Value |  | Level 1 |  | Level 2 |  | Level 3 |  | NAV(5) |  | Fair Value |  | Level 1 |  | Level 2 |  | Level 3 |  | NAV(5)
Cash and cash equivalents(1) |  | $ | 9.6 |  |  | $ | 2.9 |  |  | $ | 6.7 |  |  | $ | — |  |  | $ | — |  |  | $ | 10.0 |  |  | $ | 2.2 |  |  | $ | 7.8 |  |  | $ | — |  |  | $ | — |
Fixed income funds(2) |  | 269.7 |  |  | — |  |  | 163.5 |  |  | — |  |  | 106.2 |  |  | 253.6 |  |  | — |  |  | 146.6 |  |  | — |  |  | 107.0 |
Equity funds(3) |  | 78.7 |  |  | — |  |  | 42.7 |  |  | — |  |  | 36.0 |  |  | 73.4 |  |  | — |  |  | 39.0 |  |  | — |  |  | 34.4 |
Other(4) |  | 224.7 |  |  | — |  |  | 1.4 |  |  | 169.8 |  |  | 53.5 |  |  | 210.6 |  |  | — |  |  | 1.2 |  |  | 157.0 |  |  | 52.4 |
Total |  | $ | 582.7 |  |  | $ | 2.9 |  |  | $ | 214.3 |  |  | $ | 169.8 |  |  | $ | 195.7 |  |  | $ | 547.6 |  |  | $ | 2.2 |  |  | $ | 194.6 |  |  | $ | 157.0 |  |  | $ | 193.8 |
(1)Short-term investment fund that invests in a collective trust that holds short-term highly liquid investments with principal preservation and daily liquidity as its primary objectives. Investments are primarily comprised of certificates of deposit, government securities, commercial paper, and time deposits. (2)Fixed income funds that invest in a diversified portfolio primarily consisting of publicly traded government bonds and corporate bonds. There are no restrictions on these investments, and they are valued at the net asset value of shares held at year end. (3)Equity funds that invest in a diversified portfolio of publicly traded domestic and international common stock. There are no restrictions on these investments, and they are valued at the net asset value of shares held at year end. (4)The largest component of other assets are bulk annuity contracts (buy-ins). The other assets also include real estate and other alternative investments. (5)These assets are measured at Net Asset Value (“NAV”) as a practical expedient under ASC Topic 820, “Fair Value Measurement” (“ASC Topic 820”). The following table shows the activity of our U.S. and international plan assets that are measured at fair value using Level 3 inputs:
|  | December 31,
(In millions) |  | 2025 |  | 2024
Balance at beginning of period |  | $ | 157.0 |  |  | $ | 169.2 |
Gain (loss) on assets still held at end of year |  | 7.6 |  |  | (0.7) |
Purchases, sales, issuance, and settlements |  | (7.9) |  |  | (7.8) |
Foreign exchange gain (loss) |  | 13.1 |  |  | (3.7) |
Balance at end of period |  | $ | 169.8 |  |  | $ | 157.0 |

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