Ranpak Holdings Corp.

Note 1— Nature of Operations

We are a leading provider of environmentally sustainable, systems-based, product protection and end-of-line automation solutions for e-commerce and industrial supply chains. Through our proprietary protective packaging solutions (“PPS”) systems and paper consumables, we offer a full suite of protective packaging solutions. Our business is global, with a strong presence in the United States, Europe, and Asia.

Note 2— Basis of Presentation and Summary of Significant Accounting Policies

Unaudited Interim Financial Statements— These interim unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and accompanying notes for each of the three years ended December 31, 2024, 2023, and 2022, which are included in our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 10-K”). The three months ended September 30, 2025 and 2024 may be further referred to herein as the “third quarter” of 2025 and 2024, respectively.

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with instructions to Form 10-Q and Rule 10-01 of the Securities and Exchange Commission (“SEC”) Regulation S-X as they apply to interim financial information. Accordingly, the unaudited interim condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements, although we believe that the disclosures made are adequate to make the information not misleading.

The interim condensed consolidated financial statements are unaudited but, in our opinion, include all adjustments that are necessary for a fair statement of operations and financial position for the periods presented. The interim financial results are not necessarily indicative of results that may be expected for any other interim period or the fiscal year. Certain prior period amounts in the unaudited condensed consolidated financial statements and accompanying notes have been reclassified to conform with current period presentation.

Principles of Consolidation— The unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries prepared in conformity with GAAP. All intercompany balances and transactions have been eliminated in consolidation.

Throughout this report, when we refer to “Ranpak,” the “Company,” “we,” “our,” or “us,” we are referring to Ranpak Holdings Corp. and all of our subsidiaries, except where the context indicates otherwise. Ranpak Holdings Corp. and Ranger Intermediate LLC do not have any material assets, liabilities, revenues or operations of any kind other than the equity interests in Ranpak Corp. and Ranpak B.V.

Use of Estimates— The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and such differences could be material.

Foreign Currency— The Company is subject to currency translation exposure because the operations of its subsidiaries are measured in their functional currency, which is the currency of the primary economic environment in which the subsidiary operates. Any currency balances that are denominated in currencies other than the functional currency of the subsidiary are re-measured into the functional currency, with the resulting gain or loss recorded in foreign currency (gains) losses in our Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. In turn, subsidiary income statement balances that are denominated in currencies other than U.S. dollars (“USD”) are translated into USD, our reporting currency, in consolidation using the average exchange rate in effect during each fiscal month during the period, with any related gain or loss recorded as foreign currency translation adjustments in other comprehensive income (loss). The assets and liabilities of subsidiaries that use functional currencies other than the USD are translated into USD in consolidation using period-end exchange rates, with the effects of foreign currency translation adjustments included in accumulated other comprehensive income (loss).

Recently Issued Accounting Standards— In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require us to provide a tabular rate reconciliation that reconciles income tax attributable to continuing operations to the statutory federal income tax applied to our pre-tax income from continuing operations, including the nature and amount of significant reconciling items, and will require disclosure of additional disaggregated information on income taxes paid. ASU 2023-09 will become effective for us for annual periods beginning after December 15, 2024, with early adoption permitted. We expect to begin providing the additional disclosures required under this standard beginning with our Annual Report on Form 10-K for the year ending December 31, 2025.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (“ASU 2024-03”), which requires additional disclosures of specific expense categories in the notes of the financial statements on an annual and interim basis. ASU 2024-03 will become effective for us for annual periods beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027 on a retrospective or prospective basis. We are in the process of evaluating the impact of future adoption of this standard on our consolidated financial statements.

In May 2025, the FASB issued ASU 2025-04, Compensation - Stock Compensation and Revenue from Contracts with Customers (“ASU 2025-04”), which clarifies the guidance for accounting for share-based payments to customers, including the treatment of vesting conditions tied to customer purchases and the requirement to estimate forfeitures. ASU 2025-04 will become effective for us for annual periods beginning after December 15, 2026, with early adoption permitted. We have evaluated the new guidance and determined that our current accounting policies for share-based payments to customers are consistent with the clarifications provided. As such, we anticipate that the adoption of ASU 2025‑04 will not have an impact on our consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (“ASU 2025-05”), which introduces a practical expedient for all entities and an accounting policy election for entities other than public business entities related to applying Subtopic 326-20, Financial Instruments - Credit Losses, to current accounts receivable and contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers. ASU 2025-05 will become effective for us for reporting periods beginning after December 15, 2025, with early adoption permitted. We are in the process of evaluating the impact of future adoption of this standard on our consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) (“ASU 2025-06”), which modernizes the accounting for software costs that are accounted for under Subtopic 350-40, Intangibles - Goodwill and Other - Internal-Use Software. ASU 2025-06 will become effective for us for reporting periods beginning after December 15, 2027, with early adoption permitted. We are in the process of evaluating the impact of future adoption of this standard on our consolidated financial statements.

Note 3— Supplemental Balance Sheet Data and Cash Flow Information

Cash and cash equivalents— Cash and cash equivalents include securities with original maturities of three months or less and cash in banks, and our investment in a money market account, which is classified as a cash equivalent because of its short-term, highly liquid nature that is readily convertible to cash. The balance in our money market account was approximately $16.8 million and $40.9 million at September 30, 2025 and December 31, 2024, respectively. The fair value of our money market account is considered Level 1 in the fair value hierarchy because they are securities traded in active markets.

Accounts Receivable, net— The components of accounts receivable, net were as follows:

One customer’s accounts receivable balance represented 26.1% and 33.5% of our accounts receivable balance as of September 30, 2025 and December 31, 2024, respectively.

Inventories— The components of inventories were as follows:

Property, Plant, and Equipment, net —The following table details our property, plant, and equipment, net:

We did not capitalize any interest in the periods presented. Depreciation expense recorded in cost of sales, which includes the cost of product sales and cost of leased machines, and depreciation and amortization expense in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss was as follows:

Accrued Liabilities and Other – The components of accrued liabilities and other were as follows:

Supplemental Cash Flow Information— Supplemental cash flow information is as follows:

Note 4— Segment Information

Our business is organized on a geographic basis. We have identifiedtwo operating segments, North America and Europe/Asia, based on geographical region. North America and Europe/Asia are also our reportable segments. The combination of these segments represent our total consolidated operations. Our measure of segment profit or loss is earnings before interest, taxes, depreciation and amortization, or “EBITDA.”

The following tables present segment operating results by reportable segment for the three and nine months ended September 30, 2025 and 2024:

The following table presents our long-lived assets by segment:

The following table presents our capital expenditures by segment:

Note 5— Contracts with Customers

During the three and nine months ended September 30, 2025, one customer comprised 12.4% and 11.9% of our total net revenue, respectively. During the three months ended September 30, 2024, one customer comprised 10.6% of our total net revenue, and during the nine months ended September 30, 2024 no customers exceeded 10% of net revenue. We have forms of variable consideration present in our contracts with customers, including rebates on volume and other discounts. Charges for rebates and other allowances were approximately 10% of net revenue in each of the three and nine months ended September 30, 2025, and 11% in each of the three and nine months ended September 30, 2024.

Warrant Agreements with Customers —On January 28, 2025 and August 22, 2025, the Company entered into separate equity agreements withtwo of our customers for the grant of non-voting common stock warrants that vest based on aggregate payments received on the sale of certain goods and services. The grant date fair value of the warrants is accounted for as consideration paid to the customers, which is recorded as a reduction of revenue ratably over the term of the agreements based on sales to the customers. The Company recorded assets of $6.0 million on January 28, 2025 and $5.7 million on August 22, 2025 related to warrants that immediately vested under the agreements. The warrant-related assets are recognized as a reduction of revenue over the term of the related contract. As of September 30, 2025, $0.9 million was included in Prepaid expenses and other current assets and $10.6 million was included in Other assets on the Unaudited Condensed Consolidated Balance Sheets related to these warrants. See additional discussion in Note 17.

Automation Product Sales Deferred revenue and Contract balances — Deferred revenue primarily represents contractual amounts received from customers that exceed revenue recognized for automation product sales. Our enforceable contractual obligations related to automation product sales have durations of less than one year and are included in current liabilities on the Unaudited Condensed Consolidated Balance Sheets, as it is expected to be recognized within twelve months. The following table presents our contract assets and contract liabilities related to automation product sales:

Note 6— Goodwill and Intangible Assets, net

Goodwill

The following table shows our goodwill balances by reportable segment:

Intangible Assets, net

Finite-lived or amortizable intangible assets consist of patented and unpatented technology, customer/distributor relationships, and other intellectual property.

The following tables summarize our identifiable intangible assets, net with definite and indefinite useful lives:

The following table shows the remaining estimated amortization expense for our definite-lived intangible assets at September 30, 2025:

Amortization expense was $7.2 million and $7.3 million in the third quarter of 2025 and 2024, respectively, and $21.6 million and $21.8 million, in the nine months ended September 30, 2025 and 2024, respectively.

Note 7— Long-Term Debt

On December 19, 2024, the Company entered into a First Lien Credit Agreement (the “2024 Credit Agreement”), which consists of senior secured credit facilities of a $410.0 million USD-denominated first lien term facility (the “Term Facility”) and a $50.0 million revolving facility available in USD and Euros (the “Revolving Facility” and together with the Term Facility, the “Facilities”). The Term Facility matures in December 2031 and the Revolving Facility matures in December 2029. Borrowings under the Facilities, at our option, bear interest at either (1) the secured overnight financing rate (“SOFR”) plus 4.50% or (2) the base rate plus 3.50%, in each case assuming a First Lien Leverage Ratio, as defined in the 2024 Credit Agreement, of greater than 3.60:1.00, and subject to a leverage-based step-down to 4.25% for SOFR borrowings and 3.25% for base rate borrowings, respectively. The interest rate for the Term Facility as of September 30, 2025 and December 31, 2024 was 8.80%, and the effective interest rate was 9.30%.

As of September 30, 2025, no amounts were outstanding under the Revolving Facility. The Revolving Facility includes borrowing capacity available for standby letters of credit of up to $50.0 million. Any issuance of letters of credit will reduce the amount available under the Revolving Facility. As of September 30, 2025, we had $5.9 million committed to outstanding letters of credit, leaving net availability of $44.1 million under the Revolving Facility.

The Facilities provide the Company with the option to increase commitments under the Facilities in an aggregate amount not to exceed the greater of $85.0 million and 100% of Consolidated Adjusted EBITDA (as defined in the 2024 Credit Agreement), plus certain voluntary prepayments (and in the case of the Revolving Facility, to the extent such voluntary prepayments are accompanied by permanent commitment reductions under the Revolving Facility), plus unlimited amounts subject to the relevant net leverage ratio tests and certain other conditions.

The obligations of (i) Ranpak Corp. (the “U.S. Borrower”) under the 2024 Credit Facilities and certain of its obligations under hedging arrangements and cash management arrangements are guaranteed by Ranger Pledgor LLC (“Holdings”), a wholly owned subsidiary of Ranpak Holdings Corp., and each existing and subsequently acquired or organized direct or indirect wholly-owned U.S.-organized restricted subsidiary of the U.S. Borrower (together with Holdings, the “ U.S. Guarantors”) and (ii) Ranpak B.V. (the “Dutch Borrower”) under the 2024 Credit Facilities are unconditionally guaranteed by the U.S. Borrower, the U.S. Guarantors and each existing and subsequently acquired or organized direct or indirect wholly-owned Dutch-organized restricted subsidiary of the U.S. Borrower (the “Dutch Guarantors”, and together with the U.S. Guarantors, the “Guarantors” or the “Borrowers”), in each case, other than certain excluded subsidiaries. The 2024 Credit Facilities are secured by (i) a first priority pledge of the equity interests of the Borrowers and of each direct, wholly-owned restricted subsidiary of any Borrower or any Guarantor and (ii) a first priority security interest in substantially all of the assets of the Borrowers and the Guarantors (in each case, subject to customary exceptions), provided that obligations of the U.S. Borrower and U.S. Guarantors under the 2024 Credit Facilities were not secured by assets of the Dutch Borrower or any Dutch Guarantor.

The Revolving Facility requires the Borrowers to maintain a maximum First Lien Leverage Ratio (as defined in the 2024 Credit Agreement) at a level equal to 7.65:1.00. This “springing” financial covenant will be tested on the last day of each fiscal quarter, but only if on such date the sum of (i) the principal amount of outstanding revolving loans under the Revolving Facility and (ii) unreimbursed drawings on letters of credit under the Revolving Facility, net of certain unrestricted cash amounts, exceeds 40% of the total revolving commitments under the Revolving Facility.

The 2024 Credit Agreement also contains a number of customary negative covenants. Such covenants, among other things, limit or restrict the ability of the Borrowers, their restricted subsidiaries, and where applicable, Holdings, to: (i) incur additional indebtedness, issued disqualified stock and make guarantees; (ii) incur liens on assets; (iii) engage in mergers or consolidations or fundamental changes or asset sales; (v) pay dividends and distributions or repurchase capital stock; (vii) make investments, loans and advances, including acquisitions; (viii) amend or otherwise alter organizational documents and other material agreements; (ix) enter into certain agreements that would restrict the ability to incur liens on assets or restrict our ability to pay dividends, make loans or transfer assets among the Company’s subsidiaries; (x) prepay, redeem or purchase certain junior indebtedness; and (xi) enter into sale-leaseback transactions. The aforementioned restrictions are subject to certain exceptions, including customary exceptions that grant the Borrower continued flexibility to operate and develop its businesses. The 2024 Credit Agreement also contains certain customary representations and warranties, events of default and affirmative covenants, including covenants governing transactions with affiliates and permitted activities of the direct parent holding company of the U.S. Borrower other than passively holding the equity interest in the U.S. Borrower, as well as certain financial tests and ratios. We were in compliance with all financial covenants as of September 30, 2025.

Long-term debt consisted of the following:

Deferred financing costs represent costs incurred in connection with the issuance or amendment of our debt agreements, and are amortized over the terms of the related debt and recognized as a component of interest expense in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Deferred financing costs related to our term loans are included in long-term debt on the Unaudited Condensed Consolidated Balance Sheets. Deferred financing costs related to our revolving facilities are included in other assets.

Note 8— Derivative Instruments

We use derivatives as part of the normal business operations to manage our exposure to fluctuations in foreign currency rates on USD-denominated debt held by subsidiaries with a functional currency other than USD and fluctuations in foreign currency translation associated with our global business presence.

Net Investment Hedges

To protect the value of our investments in our foreign operations against adverse changes in foreign currency exchange rates, we enter into fixed-to-fixed cross-currency rate swap contracts between the Euro and U.S. dollar designated as hedges and accounted for as net investment hedges. In May 2024, we entered into a fixed-for-fixed cross-currency swap, whereby the November 2022 Swap was effectively terminated and voluntarily de-designated, and the modified swap (the “May 2024 Swap”) converted notional amounts of $80.0 million at 5.84% for €78.4 million at 4.54%. In May 2025, we entered into a fixed-for-fixed cross-currency swap, whereby the May 2024 Swap was effectively terminated and voluntarily de-designated, and the modified swap (the “May 2025 Swap”) converted notional amounts of $80.0 million at 5.84% for €80.0 million at 4.12%.

On January 15, 2025, we entered into a variable-for-variable cross-currency swap contract between the Euro and U.S. Dollar to protect the value of our investments in our foreign operations against adverse changes in foreign currency exchange rates, with notional amounts of approximately $80.0 million and €77.9 million, respectively, and that we designated as a hedge and accounted for as a net investment hedge (the “January 2025 Swap”). The January 2025 swap is settled monthly at floating rates based on SOFR plus 4.5% and EURIBOR plus 4.69%, respectively, on the first of every month.

The component of the gains or losses on our net investment in these designated foreign operations driven by changes in foreign exchange rates are economically partly offset by movements in the fair value of our cross-currency swap contracts. The fair value of the swaps is calculated each period, with changes in fair value recorded in currency translation in other comprehensive income (loss) and accumulated other comprehensive income (loss). Components of the May 2025 Swap and the January 2025 Swap excluded from the assessment of effectiveness are amortized out of accumulated other comprehensive income (loss) and into interest (income) expense over the life of these swaps to maturity on September 1, 2027 and February 1, 2028, respectively.

Fair Value Hedge

On January 24, 2025, we entered into a variable-to-variable cross-currency swap contract to reduce the effects of changes in foreign currency from Euro to U.S. Dollar on the portion of the term loan held by the Dutch Borrower. The cross-currency swap contract has notional amounts of $50.0 million and €47.8 million. The swap is settled monthly at floating rates based on SOFR plus 4.5% and EURIBOR plus 4.69%, respectively. We apply fair value hedge accounting and we consider market factors other than the change in the spot exchange rate on the notional amount of the swap to be excluded components.

The foreign currency gains and losses on the portion of the term loan held by the Dutch Borrower are driven by changes in foreign exchange rates and are economically partly offset by movements in the fair value of our cross-currency swap contracts. Fair value of the swap is calculated each period, with the impact of changes in foreign currency spot rates on the cross-currency swap notional amount reported in foreign currency (gain) loss each period, while all other changes are reported in other comprehensive income (loss). The components of the swap that are excluded from the assessment of effectiveness are amortized out of accumulated other comprehensive income (loss) and into interest expense over the life of the swap to maturity on February 1, 2028.

The following table summarizes the total fair values of derivative assets and liabilities and the respective classification in the Unaudited Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024. The net amount of derivatives can be reconciled to the tabular disclosure of fair value in Note 10 — Fair Value Measurement:

The following table presents the effect of our derivative financial instruments on our Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss:

The income effects of our derivative activities are reflected in interest expense. Income effects of our cross-currency swap designated as a fair value hedge were not significant for the three and nine months ended September 30, 2025.

Note 9— Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss is a separate line within the Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity that presents our other comprehensive income (loss) that has not been reported as part of net loss. The components of accumulated other comprehensive loss at September 30, 2025 and December 31, 2024 were as follows:

The following tables present the changes in accumulated other comprehensive income (loss) by component for the nine months ended September 30, 2025 and 2024:

Note 10— Fair Value Measurement

The carrying value of our assets and liabilities, other than term debt and derivative instruments, approximate their fair values due to the short-term nature of these instruments as of September 30, 2025 and December 31, 2024.

We estimate the fair value of our term debt using Level 2 inputs.

Our derivative instruments, which at September 30, 2025 were comprised of cross-currency swaps, are valued utilizing forward and spot prices for currencies and SOFR forward curves, as applicable, which are considered Level 2 inputs.

We estimate the fair value of our strategic investments in unconsolidated affiliates when there is an observable price change. The estimated fair value of our strategic investments were calculated using valuation techniques that included both observable (Level 2) and unobservable (Level 3) inputs.

The following table provides the carrying amounts, estimated fair values and the respective fair value measurements of our financial instruments as of September 30, 2025 and December 31, 2024:

Note 11— Income Taxes

For each interim reporting period, we make an estimate of the effective tax rate we expect to be applicable for the full year for our operations. This estimated effective tax rate is used in providing for income taxes on a year-to-date basis. Our effective tax rate was as follows:

The fluctuation in the effective tax rate for the three months ended September 30, 2025 and 2024 was primarily attributable to taxes related to foreign activities and no impact from stock-based compensation for the same period of 2024. The fluctuation in the effective tax rate for the nine months ended September 30, 2025 and 2024 was primarily attributable to state income taxes, taxes related to foreign activities and tax expense related to a stock-based compensation windfall and shortfall recognized for the nine months ended September 30, 2025 and 2024, respectively. The effective tax rate is higher than the U.S. federal statutory rate due primarily to state income taxes.

One Big Beautiful Bill Act

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We expect the impact on the Company will be a reduction in cash taxes due to the additional deductions related to 100% bonus depreciation, 100% expensing for domestic research and development costs and an increase in the interest expense deduction.

Note 12 —Leases

We have operating and finance leases for automobiles, machinery, equipment, warehouses, and office buildings. Our leases have remaining terms ranging from less thanone year totwelve years, some of which include options to extend the leases fromone tofive years, and some of which include options to terminate the leases withinone year.

Supplemental balance sheet information related to leases is as follows:

The components of lease costs included in our Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss were as follows:

Maturities of lease liabilities as of September 30, 2025 are as follows:

Additional information related to leases is presented as follows:

Note 13— Commitments and Contingencies

On an ongoing basis, we assess the potential liabilities related to any lawsuits or claims brought against us. While it is typically difficult to determine the timing and ultimate outcome of these actions, we use our best judgment to determine if it is probable that we will incur an expense related to the settlement or final adjudication of these matters and whether a reasonable estimation of the probable loss, if any, can be made. In assessing probable losses, we make estimates of the amount of any insurance recoveries, if any. We accrue a liability when we believe a loss is probable and the amount of loss can be reasonably estimated. Due to the inherent uncertainties related to the eventual outcome of litigation and potential insurance recovery, it is possible that disputed matters may be resolved for amounts materially different from any provisions or disclosures that we have previously made. We expense legal costs as incurred.

Litigation

We are subject to legal proceedings and claims that arise in the ordinary course of our business. Management evaluates each claim and provides for potential loss when the claim is probable to be paid and reasonably estimable. While adverse decisions in certain of these litigation matters, claims and administrative proceedings could have a material effect on a particular period’s results of operations, subject to the uncertainties inherent in estimating future costs for contingent liabilities, management believes that any future accruals with respect to these currently known contingencies would not have a material effect on the financial condition, liquidity or cash flows of the Company. There are no amounts required to be reflected in these unaudited interim condensed consolidated financial statements related to contingencies for the three and nine months ended September 30, 2025.

Environmental Matters

Our operations are subject to extensive and changing U.S. federal, state and local laws and regulations, as well as the laws of other countries that establish health and environmental quality standards. These standards, among others, relate to air and water pollutants and the management and disposal of hazardous substances and wastes. We are exposed to potential liability for personal injury or property damage caused by any release, spill, exposure or other accident involving such pollutants, substances or wastes. There are no amounts required to be reflected in these unaudited interim consolidated financial statements related to environmental contingencies.

Management believes the Company is in compliance, in all material respects, with environmental laws and regulations and maintains insurance coverage to mitigate exposure to environmental liabilities. Management does not believe any environmental matters will have a material adverse effect on the Company’s future consolidated results of operations, financial position or cash flows.

Note 14—Stock-Based Compensation

We record stock-based compensation at fair value on the date of grant and record the expense for these awards in Selling, general and administrative (“SG&A”) expenses in our Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss on a ratable basis over the requisite employee service period. Stock-based compensation expense includes actual forfeitures incurred. For performance-based awards, including performance-based restricted stock units (“PRSUs”) and our 2021 LTIP PRSUs, we reassess at each reporting date whether achievement of the performance condition is probable and accrue compensation expense if and when achievement of the performance condition is probable.

The table below summarizes stock-based compensation expense:

As of September 30, 2025, there were approximately 6.0 million shares remaining for issuance under the Ranpak Holdings Corp. 2019 Omnibus Incentive Plan (as amended, restated, supplemented or otherwise modified from time to time).

Activity related to our restricted stock units (“RSUs”) and PRSUs is as follows:

Note 15 —Loss per Share

Basic loss per share (“EPS”) is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS is computed using the weighted average number of common shares and dilutive potential common shares outstanding. Dilutive potential shares represent outstanding warrants and unvested RSUs and PRSUs. If there is a net loss in any period, basic and diluted EPS are computed in the same manner.

In December 2024, outstanding shares of the Company’s Class C common stock were converted into shares of the Company’s Class A common stock. Prior to the conversion, weighted average shares of Class A common stock and Class C common stock were combined in the denominator of basic and diluted EPS because they have equivalent economic rights, and we had not issued any instruments that were considered to be participating securities.

The following table sets forth the computation of our loss per share:

Approximately 6.2 million and 2.6 million shares issuable subject to warrants, RSUs, and PRSUs were not included in the computation of diluted shares outstanding for the three months ended September 30, 2025 and 2024, respectively, and approximately 4.5 million and 2.2 million shares issuable subject to warrants, RSUs, and PRSUs were not included in the computation of diluted shares outstanding for the nine months ended September 30, 2025 and 2024, respectively, because the effect would be anti-dilutive.

Note 16—Transactions with Related Parties

In 2019, the Company entered into a shared services agreement (the “Shared Services Agreement”) with an entity controlled by our chief executive officer, One Madison Group LLC (the “Sponsor”), pursuant to which the Sponsor may provide, or cause to be provided, certain services to the Company. The Shared Services Agreement provides for a broad array of potential services, including administrative and “back office” or corporate-type services and requires the Company to indemnify the Sponsor in connection with the services provided by the Sponsor to the Company. Total fees under the agreement are not significant.

Note 17—Shareholders’ Equity

Share Repurchase Program

On July 30, 2025, the Company’s board of directors authorized an extension of our general share repurchase program of the Company’s Class A common stock of up to $50.0 million, with a 36-month expiration. These Class A common stock repurchases may occur in transactions that may include, without limitation, tender offers, open market purchases, accelerated share repurchases, negotiated block purchases, and transactions effected through plans under Rule 10b5-1 of the Securities Exchange Act of 1934. The timing and actual number of shares repurchased will depend on a variety of different factors and may be modified, suspended or terminated at any time at the discretion of the Directors. There have been no repurchases executed to date.

Warrant Agreements with Customers

On January 28, 2025, the Company and Amazon.com, Inc. (“Amazon”) entered into a Transaction Agreement (the “Amazon Transaction Agreement”), under which, among other things, Ranpak agreed to issue to a wholly-owned affiliate of Amazon (the “Amazon Warrantholder”) a warrant (the “Amazon Warrant”) to acquire up to 18,716,456 shares (the “Amazon Warrant Shares”) of the Company’s Class A common stock at an exercise price of$6.8308 per share, and on the terms and conditions set forth in the Amazon Warrant,1,871,646 Amazon Warrant Shares vested on the date of the Amazon Transaction Agreement. The remainder of the Amazon Warrant Shares are subject to vesting over time based on payments made by Amazon or on Amazon’s behalf under the current and any possible future commercial agreement with the Company, with all Amazon Warrant Shares vesting upon an aggregate spend of $400 million. A total of 505,347 and 3,219,238 Amazon Warrant Shares vested during the three and nine months ended September 30, 2025, respectively. The Amazon Warrant allows for cashless exercise in part or in full at the Amazon Warrantholder’s discretion and expires January 28, 2033. So long as the Amazon Warrant is unexercised, the Amazon Warrant does not entitle the Amazon Warrantholder to any voting rights or any other common stockholder rights. There wereno Amazon Warrant Shares exercised during the three or nine months ended September 30, 2025. The exercise price and the number of Amazon Warrant Shares are subject to customary anti-dilution adjustments.

On August 22, 2025, the Company and Walmart, Inc. (“Walmart”) entered into a Transaction Agreement (the “Walmart Transaction Agreement”), under which, among other things, Ranpak agreed to issue to Walmart (the “Walmart Warrantholder”) a warrant (the “Walmart Warrant”) to acquire up to 22,500,000 shares (the “Walmart Warrant Shares”) of the Company’s Class A common stock at an exercise price of$6.8308 per share, and on the terms and conditions set forth in the Walmart Warrant,2,250,000 Walmart Warrant Shares vested on the date of the Walmart Transaction Agreement. The remainder of the Walmart Warrant Shares are subject to vesting over time based on payments made by Walmart or on Walmart’s behalf under the current and any possible future commercial agreement with the Company, with all Walmart Warrant Shares vesting upon an aggregate spend of $300 million. A total of 2,250,000 Walmart Warrant Shares vested during the three months ended September 30, 2025. The Walmart Warrant allows for cashless exercise in part or in full at the Walmart Warrantholder’s discretion and expires August 22, 2035. So long as the Walmart Warrant is unexercised, the Walmart Warrant does not entitle the Walmart Warrantholder to any voting rights or any other common stockholder rights. There wereno Walmart Warrant Shares exercised during the three months ended September 30, 2025. The exercise price and the number of Walmart Warrant Shares are subject to customary anti-dilution adjustments.

Immediately prior to the consummation of certain change of control transactions, as defined in the Amazon Transaction Agreement and Walmart Transaction Agreement, the unvested portion of shares will become immediately vested and exercisable.

We valued the Amazon Warrant Shares and Walmart Warrant Shares, which were determined to be equity classified instruments, using a Black-Scholes model on the grant dates. The total fair value of the Amazon Warrant Shares on the grant date was $60.5 million based on a grant date fair value of $3.23 per Amazon Warrant Share and the total fair value of the Walmart Warrant Shares on the grant date was $57.6 million based on a grant date fair value of $2.56 per Walmart Warrant Share. We used a blended volatility based on our historical stock price and the historical stock price of our peer companies with a 50/50 weighting. A blended volatility is more indicative of our expected future volatility given the heightened volatility of our stock price from 2021 through 2022 during the COVID pandemic that we do not expect to reoccur in future periods. Additionally, the length of time our historical stock price has been available is less than the terms of the agreements. The weighted average assumptions utilized in the Black-Scholes model for the purposes of valuing the Amazon Warrant Shares and Walmart Warrant Shares are summarized as follows:

Note 18—Strategic Investments

As part of our strategy, we continuously evaluate opportunities for strategic investments that align with our mission. We hold investments in Pickle Robot Co. (“Pickle”) and Creapaper GmbH (“Creapaper”). Pickle is a robotics-solutions company which has developed robots for sorting, loading and unloading packaged goods. Creapaper uses a patented process to produce grass fiber, a raw material required for producing their grasspaper packaging products. We account for our investment in Pickle under the ASC Topic 321, Investments - Equity Securities, measurement alternative for equity securities without readily determinable fair values, as there are no quoted market prices for this investment. The investment is measured at cost and adjusted to fair value when there is an observable price change, and is assessed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. We account for our investment in Creapaper under ASC Topic 323, Investments - Equity Method and Joint Ventures, using the equity method and adjust the carrying value of our investment by our proportionate ownership of Creapaper’s earnings or losses.

During the second quarter of 2025, we invested an additional $2.5 million of cash in exchange for preferred shares in Pickle. The additional cash investment was considered an observable price change that required remeasurement of the carrying value of our investment which resulted in a $5.8 million unrealized gain in the second quarter of 2025 and is included within other non-operating income, net in our Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. As of September 30, 2025, the carrying value of our investment in Pickle was $22.1 million, inclusive of cumulative net upward adjustments of $9.3 million. As of December 31, 2024, the carrying value of our investment in Pickle was $13.8 million.

As of September 30, 2025 and December 31, 2024, the carrying value of our investment in Creapaper was $4.9 million and $4.5 million, respectively.

Cautionary Notice Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q (“Quarterly Report”), including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are “forward-looking statements.”. When used in this Quarterly Report, words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” and similar expressions, as they relate to us or our management, identify forward-looking statements.

Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. No assurance can be given that results in any forward-looking statement will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially. The cautionary statements made in this Quarterly Report should be read as being applicable to all forward-looking statements whenever they appear in this Quarterly Report. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

The forward-looking statements contained in this Quarterly Report and the Exhibits attached hereto are based on our current expectations and beliefs concerning future developments and their potential effects on us taking into account information currently available to us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks include, but are not limited to:

•our inability to secure a sufficient supply of paper to meet our production requirements;

•the impact of rising prices on production inputs, including labor, energy, and freight on our results of operations;

•the impact of the price of kraft paper on our results of operations;

•our reliance on third party suppliers;

•geopolitical conflicts, government shutdowns and other social and political unrest or potential tariffs on the import of goods;

•the high degree of competition and continued consolidation in the markets in which we operate;

•consumer sensitivity to increases in the prices of our products, changes in consumer preferences with respect to paper products generally, or customer inventory rebalancing;

•economic, competitive and market conditions generally, including macroeconomic uncertainty, the impact of inflation, and variability in energy, freight, labor and other input costs;

•the loss of certain customers;

•our failure to develop new products that meet our sales or margin expectations, or the failure of those products to achieve market acceptance;

•our ability to achieve our environmental, social and governance (“ESG”) goals and maintain the sustainable nature of our product portfolio and fulfill our obligations under evolving ESG standards;

•our ability to fulfill our obligations under new disclosure regimes relating to ESG matters, such as the European Sustainability Disclosure Standards recently adopted by the European Union (“EU”) under the EU’s Corporate Sustainability Reporting Directive (“CSRD”);

•our future operating results fluctuating, failing to match performance or to meet expectations;

•our ability to fulfill our public company obligations;

•our ability to profitably collaborate with strategic partners and enter new markets; and

•other risks and uncertainties indicated from time to time in filings made with the SEC.

There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward- looking statements. Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified in the section titled, “Risk Factors” included elsewhere in this Quarterly Report. Except as required by law, we are not undertaking any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. You should not take any statement regarding past trends or activities as a representation that the trends or activities will continue in the future. Accordingly, you should not put undue reliance on these statements.