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. We provide our protective packaging solutions (“PPS”) systems and paper consumables to distributors and certain select end-users. We operate manufacturing facilities in the United States, Europe and Asia. For our Automation product lines, we currently have dedicated facilities in Shelton, Connecticut and the Netherlands.

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

Basis of Presentation— The accompanying 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-K and Rule 10-01 of the Securities and Exchange Commission (“SEC”) Regulation S-X as they apply to annual financial information.

Principles of Consolidation— The 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. All amounts are in millions, except share and per share amounts. 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 consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates include, among other items, assessing the collectability of receivables, the use and recoverability of inventory, the estimation of fair value of financial instruments, assumptions used in the calculation of income taxes, useful lives of long-lived assets, and assumptions used in our assessment of goodwill and trade name for impairment, costs for incentive and stock-based compensation, and accruals for commitments and contingencies. We review these estimates and assumptions periodically using historical experience and other factors and reflect the effects of any revisions in the consolidated financial statements in the period we determine any revisions to be necessary. 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 Consolidated Statements of Operations and Comprehensive Income (Loss). In turn, subsidiary income statement balances that are denominated in currencies other than 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).

Revenue Recognition— Revenue from contracts with customers is recognized using a five-step model consisting of the following: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. Performance obligations are satisfied when we transfer control of a good or service to a customer, which can occur over time or at a point in time. The amount of revenue recognized is based on the consideration to which we expect to be entitled in exchange for those goods or services, including the expected value of variable consideration. The customer’s ability and intent to pay the transaction price is assessed in determining whether a contract exists with the customer. If collectability of substantially all of the consideration in a contract is not probable, consideration received is not recognized as revenue unless the consideration is nonrefundable and we no longer have an obligation to transfer additional goods or services to the customer or collectability becomes probable.

We sell our PPS products to end-users primarily through an established distributor network and direct sales to select end-users. For both customer types, the customer is granted the right to use our machine(s) for which we charge a fixed fee or may waive the fee at management’s discretion. Our revenue associated with our PPS systems contains (i) a non-lease component (the paper consumables) accounted for as revenue under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), and (ii) a lease component (our PPS systems) accounted for as machine lease revenue under ASC Topic 842, Leases (“ASC 842”). Machine lease revenue is recognized on a straight-line basis over the terms of the PPS systems agreements with customers, which have durations of less than one year.

In paper consumables sales for both distributor agreements and direct agreements, we have determined the contract to be a combination of the master service agreement (“MSA”) and purchase order (“PO”). The MSA contains general terms and conditions which govern the agreement, including general payment terms. Individual POs must be placed underneath the terms of the MSA to order specific paper products which we promise to deliver. The PO contains relevant details of the contract including the type of paper, quantity, unit price, total price, as well as payment terms and estimated delivery date. Under the MSA, multiple POs for one customer may be placed at or near the same time. In situations where there are multiple POs issued at or near the same time to the same customer, we treat each PO in combination with the MSA as a separate contract for revenue recognition purposes.

Revenue is recognized when control of the promised goods or services is transferred to customers in an amount that reflects the consideration expected to be received in exchange for those goods or services. Revenue for paper consumables is recognized based on shipping terms, which is the point in time the customer obtains control of the promised goods. Maintenance revenue is based on a fixed fee that is recognized straight-line on the basis that the level of effort is consistent over the term of the contract.

We determine the standalone selling price for a performance obligation sold on a standalone basis for our paper products. We offer rebates to customers in their contracts that are related to the amount of consumables purchased. We believe that this form of variable consideration should only be allocated to consumables because the entire amount of variable consideration relates to the customer’s purchase of and our efforts to provide consumables. We allocate a percentage of PPS paper revenue to machine lease revenue using the residual approach to estimate the standalone selling price of our PPS systems to customers. The allocation is performed based on the number of PPS systems in the field. We do not sell or transfer ownership of our PPS systems to our customers. Our lease agreements with customer for PPS systems are for one year or less and renew annually.

We have forms of variable consideration present in our contracts with customers, including rebates on volume and other discounts. For all contracts that contain a form of variable consideration, we estimate at contract inception, and periodically throughout the term of the contract, what volume of goods and/or services the customer will purchase in a given period and determine how much consideration is payable to the customer or how much consideration we would be able to recover from the customer based on the structure of the type of variable consideration, using either the expected value method or the most likely amount method. In most cases, the variable consideration in contracts with customers results in amounts payable to the customer by the Company. We adjust the contract transaction price based on any changes in estimates each reporting period and perform an inception to date cumulative adjustment to the amount of revenue previously recognized. We include in the transaction price some or all of an amount of variable consideration estimated to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

To provide Automation solution goods and services, a proposal contract for automation machines with separate proposals for related goods and services is documented and agreed to between Ranpak and the customer. Typically, machines have their own proposal, and other related goods and services such as preventative maintenance, and spare parts have a separate proposal with these goods and services all detailed. These written agreements outline the terms and conditions for respective transactions between us and our customers and represent contracts with enforceable rights.

We recognize revenue from each Automation product separately, on a contract-by-contract basis (i.e., by individual machine). Our automation machines are highly customized to customer specific needs and termination is only allowed in the case of breach of contract. As such, we are entitled to all consideration from the production of the machine. We cannot sell the machine to another customer due to the level of customization, and as such, there is not an alternative use for the product produced. Because of these factors, we recognize machine revenue over time on a contract-by-contract basis using an input method, based on the percentage of costs and effort incurred to complete the construction of the machine. We also sell extended warranties, preventative maintenance services, spare parts and spare part packages related to our sale of Automation products. We recognize revenue on maintenance contracts and spare parts separately from their Automation products. Revenue for the sale of spare parts is recognized based on shipping terms, which is the point in time the customer obtains control of the promised goods. Maintenance revenue is based on a fixed fee that is recognized straight-line on the basis that the level of effort is consistent over the term of the contract.

We recognize incremental costs to obtain a contract as an expense when incurred if the amortization period of the asset that otherwise would have been recognized is one year or less. For example, we generally expense sales commissions when incurred because the contract term is less than one year. These costs are recorded within selling, general and administrative (“SG&A”) expenses in our Consolidated Statements of Operations and Comprehensive Income (Loss). We elected to account for shipping and handling costs as fulfillment activities.

Sales, value-added, and other taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from revenue on the Consolidated Statements of Operations and Comprehensive Income (Loss).

We grant warrants in our common stock to certain customers which we account for as consideration payable to a customer. The value of the warrants is recognized as a reduction in the transaction price over the term of the contract. The reduction in revenue is recognized ratably as performance obligations are achieved. The Company presents the provision for common stock warrants within net product revenue in the Consolidated Statements of Operations and Comprehensive Income (Loss). Refer to notes Note 5— Contracts with Customers and Note 17—Shareholders’ Equity for further details.

Contract Balances and Deferred Revenue— The time between when a performance obligation is satisfied and when billing and payment occur is closely aligned and performance obligations do not extend beyond one year. The transfer of control of our products results in an unconditional right to receive consideration. Contract assets arise as revenue is recognized prior to billing the customer in accordance with the terms of the contract.

Deferred revenue represents contractual amounts received from customers that exceed revenue recognized for automation equipment sales, as well as prepayments for machine fees that are amortized over the next quarter. Our enforceable contractual obligations have durations of less than one year and are included in current liabilities on the Consolidated Balance Sheets.

Advertising Costs— We expense advertising costs as incurred within selling, general and administrative (“SG&A”) expense. Advertising costs totaled $1.0 million, $1.0 million, and $1.1 million in 2025, 2024, and 2023, respectively.

R&D Costs— We expense research and development (“R&D”) costs as incurred. R&D expense is included within other operating expense, net and collectively totaled $4.1 million, $4.4 million, and $3.7 million in 2025, 2024, and 2023, respectively.

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 fund, 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 $19.6 million and $40.9 million at December 31, 2025 and 2024, respectively. The fair value of the money market account is considered Level 1 in the fair value hierarchy because they are securities traded in active markets.

Accounts Receivable— We provide credit in the normal course of business to our customers and do not require collateral. Trade receivables, less allowance for doubtful accounts, reflect the net realizable value of receivables and approximate fair value. We maintain an allowance against accounts receivable for the estimated probable losses on uncollectible accounts and sales returns and allowances. The valuation reserve is based upon geographic historical loss experience, current economic conditions within the industries we serve as well as determination of the specific risk related to certain customers. Accounts receivable are charged off against the reserve when, in management’s estimation, further collection efforts would not result in a reasonable likelihood of receipt, or, if later, as prescribed by statutory regulations.

Inventories— Inventories consist of unprocessed and finished paper, as well as materials to produce automation machines. Inventories are stated at the lower of cost or net realizable value. Cost for all inventories is determined using a weighted average cost method applied on a consistent basis. An allowance for excess or inactive inventory is recorded based upon an analysis that considers current inventory levels, historical usage patterns, estimates of future sales expectations and salvage value. Refer to Note 3 — Supplemental Balance Sheet and Cash Flow Information for further detail.

Property, Plant, and Equipment— Property, plant, and equipment are stated at cost less accumulated depreciation. Renewals and betterments that substantially extend the useful life of an asset are capitalized and depreciated. Leasehold improvements are depreciated over the lesser of the useful life of the asset or the applicable lease term. Depreciation and amortization are computed using the straight-line method over the estimated useful lives as follows:

We consider converting machines that are returned for reconditioning to be only temporarily idled for a short period of time before they are returned to productive use, where we will continue to receive the ongoing benefit of the asset. Therefore, depreciation on these converting machines is not paused or ceased. When a converting machine undergoes a significant reconditioning, the useful life is evaluated and extended based on management’s judgment.

Capitalized Cloud-Based Software Implementation Costs— We are engaged with third-party software service providers for cloud computing hosting arrangements for various functions across our business, including our enterprise resource planning system, human resources information system, and customer relationship management system. In these arrangements, we do not take possession of the software, rather the software resides on the service providers’ hardware and we access it remotely. Costs associated with implementation of cloud-based software are capitalized into other assets, then amortized over seven years into SG&A expenses. The net balance of capitalized cloud-based software implementation costs was $16.6 million and $16.7 million at December 31, 2025 and 2024, respectively. Amortization expense of capitalized cloud-based software implementation costs was $4.1 million, $3.6 million, and $3.0 million in 2025, 2024, and 2023, respectively.

Leases — We determine if an arrangement is a lease at contract inception and exercise judgment and apply certain assumptions when determining the discount rate, lease term, and lease payments. Operating leases are included in operating lease right-of-use (“ROU”) assets and current and non-current operating lease liabilities in our Consolidated Balance Sheets. Finance leases are included in property, plant, and equipment, current portion of long-term debt, and long-term debt in our Consolidated Balance Sheets.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate, which we calculate based on the estimated interest rate for collateralized borrowing over a similar term of the lease payments at commencement. The lease term includes the non-cancelable period of the lease plus any additional periods covered by an option to extend that we are reasonably certain to exercise. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

For lease agreements that include lease and non-lease components, we combine lease and non-lease components for all classes of assets. Additionally, we elected to not record on the balance sheet leases with a term of twelve months or less.

Goodwill and Identifiable Intangible Assets, net— Goodwill represents the excess of purchase price over the fair value of net assets acquired. Trademarks and trade names are accounted for as indefinite-lived intangible assets and, accordingly, are not subject to amortization.

We review goodwill on a reporting unit basis and indefinite-lived assets for impairment annually on October 1st and on an interim basis whenever events or changes in circumstances indicate it is more likely than not that the carrying value of goodwill or indefinite-lived intangible assets may be impaired.

Long-Lived Assets Other than Goodwill — We review our long-lived assets, including definite-lived intangible assets and property, plant, and equipment, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. For long-lived assets, an impairment loss is indicated when the undiscounted future cash flows estimated to be generated by the asset group are not sufficient to recover the carrying value of the asset group. If indicators exist, the loss is measured as the excess of carrying value over the asset group’s fair value, as determined based on discounted future cash flows, asset appraisals or market values of similar assets.

Derivative Instruments — We use derivatives as part of the normal business operations to manage our exposure to fluctuations in interest rates associated with variable interest rate debt and adverse fluctuations in foreign currency translation associated with our global presence. We have established policies and procedures that govern the risk management of these exposures.

We hedge some of our exposure to foreign currency translation with a cross-currency swap, designated as a net investment hedge. A cross-currency swap involves the receipt of fixed-rate amounts from a counterparty in exchange for us making fixed-rate payments over the life of the contract without exchange of the underlying notional amounts. The change in fair value of the cross-currency swap is recorded in currency translation in other comprehensive income (loss) and accumulated other comprehensive income (loss). Components of the cross-currency swap excluded from the assessment of effectiveness are amortized out of accumulated other comprehensive income (loss) and into interest expense over the life of the cross-currency swap to its maturity.

Stock-Based Compensation — The Ranpak Holdings Corp. 2019 Omnibus Incentive Plan (as amended, restated, supplemented or otherwise modified from time to time, the “2019 Plan”) provides incentives to employees, directors, or consultants of the Company through grants of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSU” or “RSUs”), performance awards, other cash-based awards and other stock-based awards.

We record stock-based compensation at fair value on the date of grant and record the expense for these awards in SG&A expenses in our Consolidated Statements of Operations and Comprehensive Income (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.

Income Taxes — We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the financial statement and tax basis of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. Our policy is to utilize an item-by-item approach to release income tax effects from accumulated other comprehensive income (loss).

We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If we determine that we will be able to realize our deferred tax assets in the future in excess of their net recorded amount, we will make an adjustment to the deferred tax asset valuation allowance, which will reduce the provision for income taxes.

We record uncertain tax positions on the basis of a two-step process in which (i) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

Fair Value Measurements — Financial instruments are required to be categorized within a valuation hierarchy based upon the lowest level of input that is significant to the fair value measurement. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market used to measure fair value:

•Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

•Level 2 — Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques such as discounted cash flows or option pricing models for which all significant inputs are observable in the market or can be derived from observable market data.

•Level 3 — Unobservable inputs that are supported by little or no market activities.

Comprehensive Income (Loss) — Comprehensive income (loss) includes net loss and other comprehensive income (loss) amounts attributable to foreign currency translation adjustments and the effect of our cross-currency swap agreements, net of tax, as applicable.

Related Party Transactions—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 Shared Services Agreement were not significant in 2025, 2024, or 2023.

Recently Adopted 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 requires 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 requires disclosure of additional disaggregated information on income taxes paid by jurisdiction. We have adopted ASU 2023-09 for the year ended December 31, 2025 on a prospective basis. Refer to Note 11 — Income Taxes for additional information.

Recently Issued Accounting Standards — 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.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) — Narrow-Scope Improvements (“ASU 2025-11”), which clarifies the scope and applicability of interim reporting requirements, provides a comprehensive list of required interim disclosures, and introduces a disclosure principle for material events occurring after the end of the last annual reporting period. ASU 2025-11 will become effective for us for interim reporting periods beginning after December 15, 2027, with early adoption permitted. We do not expect the adoption to have a material impact on our consolidated financial statements.

Note 3— Supplemental Balance Sheet and Cash Flow Information

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

At December 31, 2025 and 2024, we had one customer with an accounts receivable balance that represented 33.2% and 33.5% of our accounts receivable balance, 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 and depreciation and amortization in the 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 and Non-Cash Investing Activities— Supplemental cash flow information is as follows:

Individual jurisdictions equaling 5% or more of the total income taxes paid (net of refunds) for the year ended December 31, 2025 include U.S. federal at $1.2 million and all state and city taxes paid were less than 5% of the total income taxes paid.

Note 4— Segment Information

Our business is organized on a geographic basis. We have separate functional leaders that are responsible for the day-to-day operations of our PPS and Automation product lines for North America, Europe, and Asia. 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.

The North America segment and Europe/Asia segments both generate revenue from our PPS and Automation products and share similar types of customers, production, and distribution. The segments may, at times, be impacted differently by fluctuations in paper costs within the regions from which our paper supply is sourced. No production assets are shared between our reportable segments. The North America segment includes our corporate costs, which are primarily costs for global service functions. Allocation of costs and intercompany sales between our reportable segments are insignificant for the periods presented.

Our Chief Operating Decision Maker, or “CODM,” is our Chairman and Chief Executive officer, and the CODM is responsible for making decisions related to budgeting, the allocation of resources, and evaluating performance.

We define our measure of segment profit or loss as earnings before interest, taxes, depreciation and amortization, or “EBITDA.” EBITDA is the key measure used by our CODM to understand and evaluate our operating performance and trends. Adjusting for non-cash items, such as amortization and depreciation expense, is helpful to our CODM in evaluating the performance of the business as we continue to focus on improving our leverage ratio and cash generation. Performance metrics related to working capital, such as days sales outstanding and inventory turnover, are provided to our CODM in monitoring the cash management of the business but no asset balances are reported to or regularly reviewed by our CODM.

The following table presents segment operating results by reportable segment:

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 2025 and 2024, one customer comprised 12.6% and 10.2% of our net revenue, respectively. During 2023, 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%,10%, and 12% of net revenue in 2025, 2024, and 2023, respectively.

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 December 31, 2025, $0.9 million was included in Prepaid expenses and other current assets and $10.4 million was included in Other assets on the Consolidated Balance Sheets related to these warrants. The Company recognized a reduction to revenue of $0.5 million from the warrant asset balances during the year ended December 31, 2025 under these agreements. See additional discussion in Note 17 — Shareholders’ Equity.

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 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

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 December 31, 2025:

Amortization expense was $28.8 million, $29.0 million, and $29.4 million in 2025, 2024, and 2023, 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 December 31, 2025 and 2024 was 8.42% and 8.85%, respectively, and the effective interest rate was 9.30%.

As of December 31, 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 December 31, 2025, we had $5.9 million committed to outstanding letters of credit, leaving net availability under the Revolving Facility at $44.1 million.

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 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 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 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 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) no greater than 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 December 31, 2025.

Long-term debt consisted of the following:

Maturities of the Term Facility at December 31, 2025 are as follows:

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 Consolidated Statements of Operations and Comprehensive Loss. Deferred financing costs related to our term loans and our revolving facilities are included in long-term debt and other assets on the Consolidated Balance Sheets, respectively.

The following table presents deferred financing costs as of December 31, 2025 and 2024:

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-for-fixed cross-currency swap contracts between the Euro and USD designated as hedges and accounted for as net investment hedges. In May 2024, we entered into a fixed-for-fixed cross-currency swap in a transaction commonly referred to as a “blend-and-extend,” 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% to €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 USD 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, which 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 4.50% and Euro Interbank Offered Rate (“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 or 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 gains or losses 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 (income) expense over the life of the swap to maturity on February 1, 2028.

Interest Rate Swap

We historically entered into an interest rate swap to hedge the floating interest rates on our outstanding indebtedness. At December 31, 2025 and 2024, we had no outstanding interest rate swaps.

The following table summarizes the total fair values of derivative assets and liabilities (based on Level 2 inputs, as further discussed in Note 10 — Fair Value Measurement) and the respective classification in the Consolidated Balance Sheets as of December 31, 2025 and 2024:

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

The income effects of our derivative activities are reflected in interest expense.

Note 9— Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) is a separate line within the 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 income (loss) at December 31, 2025 and 2024 were as follows:

The following tables present the changes in accumulated other comprehensive income (loss) by component for 2025 and 2024:

Note 10— Fair Value Measurement

The carrying values 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 December 31, 2025 and 2024.

We estimate the fair value of our Term Facility using Level 2 inputs.

Our derivative instruments, which at December 31, 2025 and 2024 were comprised of cross-currency swaps, are valued utilizing foreign currency forward curves 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 and estimated fair value measurements of our financial instruments as of December 31, 2025 and 2024:

Note 11— Income Taxes

The components of earnings and loss before income tax benefit were as follows:

The components of our income tax benefit were as follows:

The differences between income taxes expected at the U.S. federal statutory income tax rate and the reported income tax benefit are summarized as follows:

As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, the effective income tax rate differs from the statutory federal income tax rate as follows:

Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, which will result in taxable or deductible amounts in the future.

Deferred tax assets (liabilities) consisted of the following:

In evaluating our ability to recover our deferred tax assets in the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In evaluating the objective evidence that historical results provide, we consider all available positive and negative evidence. Negative evidence includes, but is not limited to, cumulative losses in recent years; a history of operating loss or tax credit carryforwards expiring unused; losses expected in early future years; unsettled circumstances; profit levels on a continuing basis in future years; and carryback or carryforward periods that would limit realization of tax benefits. Positive evidence includes, but is not limited to, future reversals of existing taxable temporary differences; future taxable income exclusive of reversing temporary differences and carryforwards; taxable income in prior year(s) if carryback is permitted under the tax law; and tax-planning strategies.

As of December 31, 2025 and 2024, we had $2.9 million and $0.3 million, respectively, in federal net operating loss carryforwards, $0.3 million that expired in 2025 and $2.9 million can be carried forward indefinitely; $1.0 million and $0.2 million, respectively, of tax benefits related to state net operating loss carryforwards, a portion of which expire in 2026 through 2045, with the remainder subject to an indefinite carryforward period; and $1.3 million and $5.6 million, respectively, of foreign net operating loss carryforwards, a portion of which expire in 2026 through 2030 with an indefinite carryforward period. Management does not believe it is more likely than not that a portion of the foreign net operating losses will be utilized. In recognition of this risk, we have provided a valuation allowance at December 31, 2025 and 2024 of $1.4 million and $1.7 million, respectively, which was recorded through income tax expense.

We consider the undistributed earnings of our foreign subsidiaries as of December 31, 2025 to be indefinitely reinvested and, accordingly, no U.S. income taxes have been provided thereon. As of December 31, 2025, the amount of undistributed earnings and profits associated with indefinitely reinvested foreign earnings was approximately $61.3 million. We do not anticipate the need to repatriate funds to the U.S. to satisfy domestic liquidity needs arising in the ordinary course of business.

We are subject to taxation in the United States (federal, state, local) and foreign jurisdictions. As of December 31, 2025, tax years 2019 through 2025 are subject to examination by the tax authorities.

The components of our unrecognized tax benefits, which would impact the effective tax rate if recognized, were as follows:

As of December 31, 2025 and 2024, we had accrued interest and penalties of $0.7 million and $0.6 million. We recognize interest and penalties related to unrecognized tax benefits in income tax benefit in the Consolidated Statements of Operations and Comprehensive Loss. Accrued interest and penalties are included in accrued liabilities and other in the Consolidated Balance Sheets. As of each balance sheet date, we assess our uncertain tax positions to determine whether factors underlying the sustainability assertion have changed.

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 was as follows:

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

Maturities of lease liabilities as of December 31, 2025 are as follows:

Additional information related to leases is presented as follows:

Supplemental cash flow 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 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 consolidated financial statements related to contingencies for 2025 and 2024.

In April 2024, we entered into a settlement agreement (“the Settlement Agreement”) with a competitor (the “Defendant”) in connection with a patent infringement action we filed against the Defendant regarding a patented feature on some of our machines. Pursuant to the Settlement Agreement, in April 2024, we received a cash payment in the amount of €15 million (approximately $16.1 million USD), and a second cash payment of €5 million (approximately $5.4 million USD) related to the sale of two patents, both of which were recorded in other non-operating income, net in our Consolidated Statements of Operations and Comprehensive Loss. The patents sold were never used in a commercial product or arrangement and the combined carrying value at the time of sale was insignificant.

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 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

The table below summarizes stock-based compensation expense:

As of December 31, 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).

2021 LTIP PRSUs —As appropriate, the Company evaluates both its long- and short-term incentive plan, and, as part of that evaluation, the likelihood of attaining performance criteria related to management’s variable compensation arrangements. In 2023, management’s assessment of the Company’s attainment of certain performance metrics primarily related to the 2021 LTIP PRSUs resulted in a reduction of approximately $19.5 million in stock-based compensation expense for the year ended December 31, 2023, which is included within SG&A expenses on the Consolidated Statements of Operations and Comprehensive Income (Loss).

Activity related to our RSUs and PRSUs is as follows:

The total fair value of awards vested during the years ended December 31, 2025, 2024, and 2023 was $7.2 million, $6.9 million and $4.0 million, respectively. The weighted average fair value of awards granted during the years ended December 31, 2025, 2024, and 2023 was $5.80, $5.22, and $5.77, respectively. We measure the fair value of grants of performance share units and restricted stock units based primarily on the closing market price of a share of our common stock on the date of the grant, modified as appropriate to take into account the features of such grants.

As of December 31, 2025, unrecognized compensation cost related to RSUs and PRSUs was $3.3 million and $0.7 million, which we expect to recognize over a weighted average remaining period of 1.3 years and 1.2 years, respectively. The aggregate intrinsic value of outstanding RSUs and PRSUs as of December 31, 2025 was $8.5 million and $8.7 million, respectively, based on the closing price of the Company’s common stock on December 31, 2025.

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 tables set forth the computation of our loss per share:

Approximately 4.9 million,2.2 million, and 1.3 million shares issuable subject to RSUs and PRSUs were not included in the computation of diluted shares outstanding for the years ended December 31, 2025, 2024, and 2023, respectively, because the effect would be anti-dilutive or the awards are contingent on the achievement of performance milestones.

Note 16— Employee Benefit Plans

Defined Contribution Plan

We maintain a 401(k) defined contribution savings and retirement plan (the “Plan”) for substantially all of our U.S. employees. Eligible U.S. employees may elect to contribute a portion of their compensation during each plan year, subject to certain limitations, and we match a portion of participant contributions to the Plan. Total employer contributions made under the Plan were approximately $1.1 million, $0.9 million, and $0.6 million for 2025, 2024, and 2023, respectively.

Multi-employer Benefit Plan

We maintain and participate in multi-employer benefit plans in various European countries. The largest of these is the Corporate Pension Fund for Cardboard and Flexible Packaging Business, a multi-employer benefit plan in the Netherlands, which provides retirement benefits to all Ranpak B.V. employees. In accordance with the collective labor agreements and Dutch laws, employee and employer contributions are paid to a third-party retirement fund administrator. Per Dutch laws, the retirement plans are required to be fully funded. Employer contributions into these various European multi-employer plans were approximately $3.3 million, $3.0 million, and $3.5 million for 2025, 2024, and 2023, respectively.

Note 17—Shareholders’ Equity

Capital Stock

The Company is authorized to issue 426.0 million shares of capital stock, consisting of (i)200.0 million shares of Class A common stock, par value $0.0001 per share, (ii)25.0 million shares of Class B common stock, par value $0.0001 per share, and (iii)200.0 million shares of Class C common stock, par value $0.0001 per share and (iv)1.0 million shares of preferred stock, par value $0.0001 per share.

Common Shares

Each holder of Class A Common Stock (“Class A”) is entitled toone vote for each Class A share held of record. Holders of shares of Class C Common Stock (“Class C”) have no such voting rights and, as such, shall not have the right to receive notice of, attend at or vote on any matters on which stockholders generally are entitled to vote. Class C shares have a right of conversion that upon sale or other transfer convert to Class A shares.

Preferred Shares

Shares of preferred stock may be issued from time to time in one or more series. The Directors are authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The Directors are able, without stockholder approval, to issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. As of December 31, 2025, we hadno preferred stock outstanding.

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 amount 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 board of 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 2,882,340 Amazon Warrant Shares vested during the year ended December 31, 2025. 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 year ended December 31, 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 year ended December 31, 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 year ended December 31, 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 (each as defined below), the unvested portion of shares would 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. Our strategic investments are included in Other assets on the Consolidated Balance Sheets.

In 2025, we invested an additional $2.5 million in 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 and is included within other non-operating income, net in our Consolidated Statements of Operations and Comprehensive Loss. As of December 31, 2025, the carrying value of our investment in Pickle was $22.1 million, inclusive of a 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 December 31, 2025 and 2024, the carrying value of our investment in Creapaper was $4.8 million and $4.5 million, respectively.

Note 19—Subsequent Events

We have evaluated for subsequent events and have concluded no subsequent events have occurred that require disclosure, except for those referenced below:

Strategic Investments — Pickle

On February 05, 2026, we entered into a Simple Agreement for Future Equity (“SAFE note”) with Pickle Robot Co. in exchange for $10.0 million in cash. The SAFE note provides us the right to receive preferred shares of Pickle Robot Co. upon the occurrence of a qualifying equity financing event, subject to the terms of the SAFE note.