Ranpak Holdings Corp.

As noted above, we believe that in order to better understand the performance of the Company, providing non-GAAP financial measures to users of our financial information is helpful. We believe presentation of these non-GAAP measures is useful because they are many of the key measures that allow management to evaluate more effectively our operating performance and compare the results of our operations from period to period and against peers without regard to financing methods or capital structure. Management does not consider these non-GAAP measures in isolation or as an alternative to similar financial measures determined in accordance with GAAP. The computations of EBITDA, AEBITDA and Constant Currency (Non-GAAP) % Change may not be comparable to other similarly titled measures of other companies. These non-GAAP financial measures should not be considered as alternatives to, or more meaningful than, measures of financial performance as determined in accordance with GAAP or as indicators of operating performance.

The following tables and related notes reconcile certain non-GAAP measures to GAAP information presented in this Quarterly Report for the three and nine months ended September 30, 2026 and 2025:

(see subsequent footnotes)

(1)Reconciliations of EBITDA and AEBITDA for each period presented are to net loss, the nearest GAAP equivalent.

(2)Adjustments are related to non-cash unusual or infrequent costs such as: effects of non-cash foreign currency remeasurement or adjustment; impairment of returned machines; costs associated with the evaluation of acquisitions; costs associated with executive severance; costs associated with restructuring actions such as plant rationalization or realignment, reorganization, and reductions in force; costs associated with the implementation of the global ERP system; and other items deemed by management to be unusual, infrequent, or non-recurring.

(3)Represents amortization of capitalized costs primarily related to the implementation of the global ERP system, which are included in SG&A.

(4)Third-party professional services and consulting fees related to post-implementation system remediation.

(5)The Constant Currency (Non-GAAP) % Change excludes the impact of foreign currency translation effects when comparing to the prior year. In calculating the Constant Currency (Non-GAAP) % Change, the current year results are translated at the average exchange rate for the prior year period, which in this case was 1 Euro to 1.1688 USD. Refer to further discussion in “Non-GAAP Measures.”

(see subsequent footnotes)

(1)Reconciliations of EBITDA and AEBITDA for each period presented are to net loss, the nearest GAAP equivalent.

(2)Adjustments are related to non-cash unusual or infrequent costs such as: effects of non-cash foreign currency remeasurement or adjustment; impairment of returned machines; costs associated with the evaluation of acquisitions; costs associated with executive severance; costs associated with restructuring actions such as plant rationalization or realignment, reorganization, and reductions in force; costs associated with the implementation of the global ERP system; and other items deemed by management to be unusual, infrequent, or non-recurring.

(3)Represents amortization of capitalized costs primarily related to the implementation of the global ERP system, which are included in SG&A.

(4)Third-party professional services and consulting fees related to post-implementation system remediation.

(5)In the nine months ended September 30, 2025, ‘Other adjustments’ includes non-recurring warehouse and transitory costs incurred related to conversion services, non-recurring excess above market procurement costs, and other insignificant items. Other adjustments for the nine months ended September 30, 2026 are comprised of individually insignificant items.

(6)The Constant Currency (Non-GAAP) % Change excludes the impact of foreign currency translation effects when comparing to the prior year. In calculating the Constant Currency (Non-GAAP) % Change, the current year results are translated at the average exchange rate for the prior year period, which in this case was 1 Euro to 1.1182 USD. Refer to further discussion in “Non-GAAP Measures.”

Liquidity and Capital Resources

We evaluate liquidity in terms of cash flows from operations and other sources and the sufficiency of such cash flows to fund our operating, investing and financing activities. We believe that our $53.4 million in cash and cash equivalents as of September 30, 2026 and cash flow from operations, together with borrowing capacity under the revolving portion of our senior secured credit facilities, will provide us with sufficient resources to cover our current requirements.

Our main liquidity needs relate to capital expenditures and expenses for the production and maintenance of PPS systems placed at end-user facilities, working capital, including the purchase of paper raw materials, and payments of principal and interest on our outstanding debt. Our Automated Paper Solutions (“APS”) and Automated Solutions (“AS”) (collectively, “Automation”) product lines are for the sale of capital goods and we do not require significant capital expenditures for production equipment to support growth. We expect our capital expenditures to increase as we continue to grow our business, expand our manufacturing footprint, and upgrade our existing systems and facilities. We continue to evaluate our inventory requirements and adjust according to our volume forecasts. Our future capital requirements and the adequacy of available funds will depend on many factors, and if we are unable to obtain needed additional funds, we may have to reduce our operating costs or incur additional debt, which could impair our growth prospects and/or otherwise negatively impact our business. Further, volatility in the equity and credit markets from macroeconomic factors could make obtaining new equity or debt financing more difficult or expensive.

Debt Profile

The material terms of our debt, which principally 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 credit facility available in USD and Euros (“Revolving Facility” and together with the Term Facility, the “Facilities”), are summarized in Note 7 — Long-Term Debtto the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.

Including finance lease liabilities and financing arrangements and excluding deferred financing costs, we had $416.0 million in debt, $9.0 million of which was classified as short-term, as of September 30, 2026, compared to $410.5 million in debt, $5.5 million of which was classified as short-term, as of December 31, 2025.

At September 30, 2026, we did not have amounts outstanding under the Revolving Facility, and we had no borrowings under such facility through October 29, 2026. 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, 2026, we had $2.9 million committed to outstanding letters of credit, leaving net availability of $47.1 million under the Revolving Facility.

The Facilities are secured by substantially all of the assets of the Company. No mandatory prepayments were required under our Facilities as of September 30, 2026, and the Company was in compliance with all debt covenants.

Cash Flows

The following table sets forth our summary cash flow information for the periods indicated:

Cash Flows Provided by Operating Activities

Net cash provided by operating activities was $24.8 million and $3.6 million in the nine months ended September 30, 2026 and 2025, respectively. The changes in operating cash flows reflect an $11.8 million improvement in net loss adjusted for non-cash items and a $9.4 million favorable change in working capital. The non-cash items include a $5.8 million unrealized gain on our strategic investment in Pickle in the prior year period that did not recur for the nine months ended September 30, 2026 and foreign currency loss for the nine months ended September 30, 2026 compared to foreign currency gains for the nine months ended September 30, 2025. The working capital changes are largely due to a decrease in the purchase of inventory compared to the nine months ended September 30, 2025, which included a significant inventory build that did not recur in the current period, and a favorable change in accrued liabilities, partially offset by less favorable changes in accounts payable.

Cash Flows Used in Investing Activities

Net cash used in investing activities was $35.2 million and $27.6 million for the nine months ended September 30, 2026 and 2025, respectively, and reflects cash used for production of converter equipment and purchases of machinery and equipment. Net cash used in investing activities in the nine months ended September 30, 2026 also included $10.0 million in cash paid for the Pickle SAFE note.

Cash Flows Provided by (Used in) Financing Activities

Net cash provided by financing activities was $1.8 million in the nine months ended September 30, 2026 and reflects proceeds from our financing arrangements, partially offset by principal payments on our term loans, payments on financing arrangements, payments on finance lease liabilities, and other financing activities, net. Net cash used in financing activities was $5.3 million in the nine months ended September 30, 2025 and reflects proceeds from our financing arrangements, partially offset by principal payments on our term loans, payments on finance lease liabilities, payments on our equipment financing arrangement, and other financing activities, net.

Contractual Obligations and Other Commitments

We have cash obligations under our financing arrangements, which are primarily related to our Term Facility, and under our leases for facilities, automobiles and equipment, which are described in more detail in Note 7 — Long-Term Debt and Note 12 — Leases in the notes to our unaudited condensed consolidated financial statements. We have various contractual obligations and commercial commitments that are recorded as liabilities in our unaudited condensed consolidated financial statements.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of September 30, 2026.

Critical Accounting Policies and Estimates

Our unaudited condensed consolidated financial statements have been prepared in conformity with GAAP, which often requires estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. There have been no material changes to our critical accounting policies and estimates as compared to those disclosed in our 2025 10-K.

The Company evaluated whether events and circumstances since the last goodwill assessment date indicated if it was more-likely-than-not that the fair value of our reporting units were less than their respective carrying amounts. The factors evaluated included an assessment of macroeconomic conditions, industry and market conditions, key financial metrics, overall financial performance of the reporting units, or any other specific events or changes. We assessed whether the above factors constituted a triggering event requiring quantitative impairment testing of our reporting units for goodwill and indefinite-lived intangible assets and we concluded that there was no triggering event as of September 30, 2026.

Management cannot predict the occurrence of certain events or changes in circumstances that might adversely affect the value of goodwill. As reported in “Critical Accounting Policies and Estimates” Part II, Item 7 in our 2025 10-K, the annual impairment test of goodwill for one of the reporting units that encompasses our business in North America indicated that the fair value of the reporting unit was close to approximating carrying value. We continue to monitor the general macroeconomic environment, including interest rates, inflationary pressures, changes in energy and paper costs, and the potential for a prolonged economic downturn or recession, as well as other factors such as the Company’s market capitalization, along with those listed in "Cautionary Statement Regarding Forward-Looking Statements" of this Quarterly Report and "Risk Factors" in Item 1A in our 2025 10-K. Further downward trends in the aforementioned factors could result in impairment charges in future periods.

Recently Issued and Adopted Accounting Pronouncements

For recently issued and adopted accounting pronouncements, see Note 2 — Basis of Presentation and Summary of Significant Accounting Policies to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.