PACK 10-K & 10-Q changes, risk factors and insider trading

•Cyber risk and the failure to maintain the integrity and/or prevent disruptions of our operational or security systems or infrastructure, or those of third parties with which we do business, could have a material adverse effect.

•We have recorded and may record aadditional significant amount of goodwill and other identifiable intangible assets and we may never realize the full carrying value of the related assets.

•OurWe managementmay has identifiedidentify material weaknesses in our internal control over financial reporting,reporting or otherwise fail to maintain effective internal controls, which could,could ifadversely not promptly remediated, result in material misstatements inaffect our future financial statements.reporting, our reputation, operations, and market price of our common stock.

In order toTo compete in the protective packaging market, we must, among other things, adapt to changing consumer preferences and a competitive market through technological innovation. As a result of technological innovation as well as changing consumer preferences, new products can become standardized rapidly, leading to more intense competition and ongoing price erosion. In order to maintain our competitive advantage, we have invested, and will continue to invest, in R&D of new products and technologies. However, these investments may not yield the innovation or results expected on a timely basis, or at all, and any resulting technological innovations may not lead to successful new products or otherwise improve our performance and competitive advantage. Furthermore, our competitors may develop new products that are better suited to meet consumer demands, may develop and introduce such products before we are able to do so or may otherwise negatively impact the success of our new products, any of which could have a material adverse impact on our business, financial condition or results of operations.

We maintain production facilities in threefour countries and territories, and our products are distributed to over 50 countries and territories around the world. A substantial portion of our operations are located outside of the United States and 55.8%53% of our 20242025 revenue was generated outside of North America. These operations, particularly in developing regions, are subject to various risks that may not be present or as significant for our North American and European operations. Economic uncertainty in some of the geographic regions in which we operate, including developing regions, could result in the disruption of commerce and negatively impact our cash flows or operations in those areas. Risks inherent in our international operations include:

If significant tariffs or other restrictions are placed on the import or export of Chinese goods or if China places significant tariffs or other restrictions on the import of U.S. goods, our business, financial condition or results of operations may be materially adversely affected. For example, prior to being invalidated, in SeptemberFebruary 2018,and March 2025, the U.S. government assessed atariffs 10%of tariff20% on thousands of categories of goods, including parts that we import from China to our domestic facilities to assemble our protective systems, and inlegal Februaryuncertainty remains regarding the tariffs and Marchthe availability of 2025 the U.S. government assessed additionalany tariffs of 20%.refunds. Additionally, the U.S. government continues to signal that it may alter trade agreements and terms between China and the United States, including limiting trade with China, and may impose additional tariffs on imports from China and other countries from which we import goods. In addition, political tensions between the United States and China have escalated in recent years, including as a result of tensions in the South China Sea and with respect to Taiwan. Rising political tensions could reduce trade, investment, or other economic activities between the two major economies. If additional duties are imposed or increasingly retaliatory trade measures taken by either the United States or China, we could need to materially increase our capital expenditures relating to the assembly of our protective systems, which could require us to raise our prices and result in the loss of end-users and harm our operating performance. Alternatively, we may seek alternative supply sources outside of China which may result in significant costs and disruption to our operations. In any such event, our business could be impacted by retaliatory trade measures taken by China or other countries in response to existing or future tariffs, the imposition of additional tariffs, or as a result of increased political tensions, any of which could cause us to raise prices or make changes to our operations, and could materially harm our business, financial condition or results of operations.

These rules and regulations continue to evolve in scope and complexity, making compliance more difficult and uncertain. Further, new and emerging regulatory initiatives in the U.S., European Union (“EU”)EU, and the U.K. related to climate change and ESG could adversely affect our business, including initiatives and regulations deriving from the European Sustainability Reporting Standards promulgated by the EU in July 2023, under the EU’s Corporate Sustainability Reporting Directive (“CSRD”),CSRD, which will require that we make certain disclosures in 2026 relating to our ESG impacts, risks and opportunities for fiscal year 2025. While we have begun the process of analyzing our business to determine the scope of our required disclosures, CSRD, as well as other sustainability-related disclosure requirements that may be adopted in other jurisdictions in which we operate, could require that we change the processes by which we currently collect sustainability-related data about our business, this increased disclosure regime, which in turn may lead to additional increased compliance costs and have a material adverse effect on our business, financial condition, or results of operations.

In the United States, at the state level, in 2023 California enacted legislation in 2023 that will ultimately require certain companies that do business in California to publicly disclose their Scopes 1, 2 and 3 greenhouse gas emissions, with third-party assurance of such data, and issue public reports on their climate-related financial risk and related mitigation measures; and requires certain companies that operate in California and make certain climate-related claims to provide enhanced disclosures around the achievement of such claims. There is also a risk of mismatch between U.S., EU, and U.K initiatives.

Some jurisdictions in which we operate have laws and regulations that govern the registration and labeling of some of our products. For example, we are subject to environmental compliance obligations for our European operations under the European Union (“EU”) Regulation “Registration, Evaluation, Authorization, and Restriction of Chemicals” (EU Regulation No. 2006/1907) enacted on December 18, 2006. The regulation, known as REACH, imposes several requirements related to the identification and management of risks related to chemical substances manufactured or marketed in Europe. The EU also enacted in 2008 a “Classification, Labeling and Packaging” regulation, known as the CLP Regulation, which aligns the EU system of classification, labeling and packaging of chemical substances to the Globally Harmonized System. Other jurisdictions may impose similar requirements. Compliance with these requirements can be costly.

We are subject to the Foreign Corrupt Practices Act, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, and possibly other anti-bribery and anti-money laundering laws in countries in which we conduct activities. Anti-corruption laws are interpreted broadly and prohibit us from authorizing, offering, or directly or indirectly providing improper payments or benefits to recipients in the public or private sector. We can be held liable for the corrupt or other illegal activities of these third parties, our employees, representatives, contractors and agents, even if we do not explicitly authorize such activities. In addition, although we have implemented policies and procedures to ensure compliance with anticorruptionanti-corruption and related laws, there can be no assurance that all of our employees, representatives, contractors, partners, or agents will comply with these laws at all times. Noncompliance with these laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and debarment from contracting with certain governments or other persons, the loss of export privileges, reputational harm, adverse media coverage, and other collateral consequences. If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, results of operations and financial condition could be materially harmed. In addition, responding to any action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees. Enforcement actions and sanctions could further harm our business, results of operations and financial condition.

Global tax developments applicable to multinational businesses may have a material impact to our business, cash flow from operating activities, or financial results. The Biden Administration has proposed a minimum tax on book income and increased taxation of international business operations. There can be no assurance that any of the proposed changes will be introduced as legislation, or if they are introduced that they will be enacted. We will continue to assess the ongoing impact of these current and pending changes to tax legislation and the impact on our future financial statements upon the finalization of laws, regulations and additional guidance. Many of these proposed changes to the taxation of our activities could increase our effective tax rate and have an adverse effect on our operating results, cash flow or financial condition.

In addition, on January 28, 2025, we entered into a transaction agreement with Amazon.com, Inc. (“Amazon”) under which, among other things, we agreed to issue to a wholly-owned affiliate of Amazon a warrant to acquire up to 18,716,456 shares of the Company’s Class A common stock (subject to customary anti-dilution adjustments) at an exercise price of $6.8308 per share on the terms and conditions set forth in the warrant. 1,871,6462,882,340 shares issuable under the warrantare vested onand theoutstanding dateas of the transactionyear agreement,ended December 31, 2025 and the remainder of the issuable shares are subject to vesting over time based on payments made to the Company by Amazon or on Amazon’s behalf under the current and any possible future commercial agreements with the Company, with all such shares vesting upon an aggregate spend of $400 million. The transaction agreement included customary registration rights relating to shares.

Cyber risk and the failure to maintain the integrity and/or prevent disruption of our operational or security systems or infrastructure, or those of third parties with which we do business, could have a material adverse effect on our business, financial condition or results of operations.

In addition, any additional disruptions or difficulties that may occur in connection with our ERP system or other systems (whether in connection with the regular operation, periodic enhancements, modifications or upgrades of such systems or the integration of any acquired businesses into such systems, or due to cybersecurity events such as ransomware attacks) could also adversely affect our ability to manufacture products, process orders, deliver products, provide customer support, fulfill contractual obligations, track inventories, or otherwise operate our business, in particular as a result of our limited experience implementing such systems and limited access to qualified information technology personnel. It is also possible that any further disruption or difficulties in connection with our ERP system could again adversely impact the effectiveness of our internal control over financial reporting, which could lead to further material weaknesses or significant deficiencies in our controls, which in turn could adversely affect our business, financial condition or results of operations.

We have recorded and may record aadditional significant amountamounts of goodwill and other identifiable intangible assets and we may never realize the full carrying value of the related assets.

We have recorded and may record aadditional significant amountamounts of goodwill and other identifiable intangible assets, including end-user relationships, trademarks and developed technologies. We test goodwill and intangible assets with indefinite useful lives for possible impairment annually during the fourth quarter of each fiscal year or more frequently if events or changes in circumstances indicate that the asset might be impaired. Amortizable intangible assets are periodically reviewed for possible impairment whenever there is evidence that events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment may result from, among other things, (i) a decrease in our expected net earnings; (ii) adverse equity market conditions; (iii) a decline in current market multiples; (iv) a decline in our common stock price; (v) a significant adverse change in legal factors or business climates; (vi) heightened competition; (vii) strategic decisions made in response to economic or competitive conditions; or (viii) a more- likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or disposed of. In the event that we determine that events or circumstances exist that indicate that the carrying value of goodwill or identifiable intangible assets may no longer be recoverable, we might have to recognize a non-cash impairment of goodwill or other identifiable intangible assets, which could have a material adverse effect on our consolidated financial condition or results of operations.

OurWe managementmay has identifiedidentify material weaknesses in our internal control over financial reporting,reporting or otherwise fail to maintain effective internal controls, which could,could ifadversely not promptly remediated, result in material misstatements inaffect our future financial statements.reporting, our reputation, operations, and market price of our common stock.

The information in this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read together with our consolidated financial statements and related notes set forth in Part II, Item 8, as well as the discussion included in Part I, Item 1A, “Risk Factors,” of this Report. AllThis amountssection generally discusses the results of our operations for the year ended December 31, 2025 compared to the year ended December 31, 2024. For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, please refer to Part II, Item 7, “Management’s Discussion and percentagesAnalysis areof approximateFinancial dueCondition toand rounding.Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024.

We are a leading provider of environmentally sustainable, systems-based, product protection solutions and end-of-line automation solutions for e-commerce and industrial supply chains. We generate revenue by providingprovide our PPS systems and paper consumables to customers, which include direct end-usersdistributors and certain select end-users. We operate manufacturing facilities in the United States, Europe and Asia. For our networkAutomation product lines, we currently have dedicated facilities in Shelton, Connecticut and the Netherlands. R Squared Robotics, a division of exclusiveRanpak, paperuses three-dimensional computer vision and artificial intelligence technologies to improve end-of-line packaging solution distributors, and bylogistics providing end-of-line automation systems that solve challenges, including optimization, customization, and efficiency.functions.

We use the following key performance indicators and monitor the following other factors to analyze our business performance, determine financial forecasts, and help develop long-term strategic plans:

Paper and Other Costs. Paper is a key component of our cost of productgoods salessold and paper costs can fluctuate significantly between periods. We purchase both 100% virgin and 100% recycled paper, as well as blends, from various suppliers for conversion into the paper consumables we sell. The cost of paper supplies is our largest input cost, and we historically have negotiated supply and pricing arrangements with most of our paper suppliers annually, with a view towards mitigating fluctuations in paper cost. Nevertheless, as paper is a commodity, its price on the open market, and in turn the prices we negotiate with suppliers at a given point in time, can fluctuate significantly, and is affected by several factors outside of our control, including inflationary pressures, supply and demand and the cost of other commodities that are used in the manufacture of paper, including wood, energy, and chemicals. For example, energy prices in Europe have experienced recent increased volatility, and such volatility has, in the past, increased the cost of paper. The market for our solutions is competitive and it may be difficult to pass on increases in paper and other commodity prices to our customers immediately, or at all, which has in the past, and could in the future, adversely affect our operating results. Although we look to pass increased market costs on to our customers to mitigate the impact of these costs, we are unable to predict our ability to pass these costs on to our customers and how much of these increases we will be able to pass on to our customers. As such, we expect some continued pressure on our gross margin in the medium term relative to our historical margin profile.

EffectsEffect of Currency Fluctuations. As a result of the geographic diversity of our operations, we are exposed to the effects of currency translation, which has affected the comparability of our results of operations between the periods presented in this Report and may affect the comparability of our results of operations in future periods. Currency transaction exposure results when we generate net revenue in one currency at one time and incur expenses in another currency at another time, or when we realize gain or loss on intercompany transfers. While we seek to limit currency transaction exposure by matching the currencies in which we incur sales and expenses, we may not always be able to do so.

We hedge some of our exposure to foreign currency translation with a cross-currency swap. Refer to Note 128 — Derivative Instruments to the consolidated financial statements included elsewhere in this Report for additional information. Significant currency fluctuations could impact the comparability of our results between periods, while such fluctuations coupled with material mismatches in net revenue and expenses could also adversely impact our cash flows. See “Quantitative and Qualitative Disclosures About Market Risk.”

Inflationary Pressures and Other Costs. We have continued to experience inflationary pressures in 2024,2025, which have adversely impacted some of our end-users, such as automotive companies; distributors; electronic manufacturers; machinery manufacturers; e-commerce and mail-order fulfillment firms; and other end-users that are particularly sensitive to reductions in business and consumer spending by their respective customers, and which in turn have impacted our net revenue. Higher costs due to inflation were partially offset by price increases, which mitigated the impact on our operating results. However, our ability to predict or further offset inflationary cost increases in the future or during economic downturns or recessions may be limited or impacted by heightened competition for netmarket revenue,share, an unwillingness by our customers to accept price increases or pressure to reduce selling prices if end-users reduce their volume of purchases. Inflationary pressures and associated increases inchanging interest rates and borrowing costs may also impact the ability of some of our end-users orand suppliers to obtain funds for operations and capital expenditures, which could negatively impact our ability to obtain necessary supplies as well as the sales of materials and equipment to affected end-users. This could also result in reduced or delayed collections of outstanding accounts receivable from end-users, which could impact our cash flows. As a result, to the extent inflationary pressures continue, we expect additional pressure on our net revenue and gross margin. We will continue to evaluate the impact of inflationary pressures on our profitability and cash flows as well as our end-users.

Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) and Adjusted EBITDA (“AEBITDA”)

Our consolidated financial statements are prepared in accordance with U.S.accounting GAAP.principles generally accepted in the United States of America (“GAAP”). We also present Earnings Before Interest, Taxes, DepreciationEBITDA and Amortization (“EBITDA”) and adjusted EBITDA (“AEBITDA”),AEBITDA, which are non-GAAP financial measures, because they are key measures used by our management and board of directors to understand and evaluate our operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating EBITDA and AEBITDA can provide a useful measure for period-to-period comparisons of our primary business operations. We believe that EBITDA and AEBITDA provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

EBITDA is a non-GAAP financial measure that we calculate as net loss,income (loss), adjusted to exclude: benefit from (provision for) income taxes; interest expense; and depreciation and amortization.

AEBITDA is a non-GAAP financial measure that we calculate as net loss,income (loss), adjusted to exclude: benefit from (provision for) income taxes; interest expense; depreciation and amortization; stock-based compensation expense; foreign currency (gain) loss; amortization of cloud-based software implementation costs; and, in certain periods, other income and expense items.

We reconcile this data to our U.S. GAAP data for the same periods presented.

We operate globally, and a substantial portion of our net revenue and operations is denominated in foreign currencies, primarily the Euro. We calculate the year over-yearyear-over-year impact of foreign currency movements using prior period foreign currency rates applied to current year results. These “constant currency” change amounts are non-GAAP measures and are not in accordance with, or an alternative to, measures prepared in accordance with U.S. GAAP. In addition, constant currency change measures are not based on any established set of accounting rules or principles.

We are changing our presentation of supplemental non-GAAP constant currency metrics, beginning with our 2024 results, to no longer utilize an exchange rate of 1 Euro to 1.15 USD when calculating and discussing these metrics. In calculating the Constant Currency (Non-GAAP) % Change, the current year is translated at the average exchange rate for the comparable prior year period, when comparing the current year to the prior year. We believe that our Constant Currency (Non-GAAP) % Change presentation provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

Non-GAAP measures, such as EBITDA, AEBITDA, and constant currency change, have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under U.S. GAAP. In particular, non-GAAP financial measures should not be viewed as substitutes for, or superior to, net income (loss) prepared in accordance with U.S. GAAP as a measure of profitability or liquidity. Some of these limitations are:

The following tables set forth our consolidated results of operations for 20242025 and 2023,2024, presented in millions of dollars. “NM” represents “not meaningful.”

In addition, in our discussion below, we include certain other unaudited, non-GAAP data and Constant Currency (Non-GAAP) % Change data for 20242025 and 2023.2024. This data is based on our historical financial statements included elsewhere in this Report. Refer to “Non-GAAP Measures” and “Reconciliation of U.S. GAAP to Non-GAAP Measures” for additional information and a reconciliation of EBITDA and AEBITDA to our net loss under U.S. GAAP.

The following table and the discussion that follows compares our net revenue by product line for 20242025 and 20232024 on a U.S. GAAP basis and also presents the Constant Currency (Non-GAAP) % Change. See also “Non-GAAP Measures” for further details:

Net revenue for 20242025 was $368.9$395.0 million compared to net revenue of $336.3$368.9 million in 2023,2024, an increase of $32.6$26.1 million or 9.7%.7.1% (4.7% on a constant currency basis) and includes a non-cash reduction of $4.1 million to void-fill and $1.0 million to Automation net revenue from the provision for warrants. Net revenue was positively impacted by increases in void-fill, wrapping,automation equipment sales, and other revenue,wrapping, partially offset by a decrease in cushioning. Cushioning decreased $10.1$1.8 million, or 6.9% (7.1% at constant currency),1.3%, to $135.7$142.1 million from $145.8$143.9 million; void-fill increased $33.1$16.3 million, or 24.7% (24.9% at constant currency),10.1%, to $167.0$177.1 million from $133.9$160.8 million; wrapping increased $1.1$1.6 million, or 3.1%,4.6%, to $37.1$36.7 million from $36.0$35.1 million; and otherAutomation net revenue increased $8.5$10.0 million, or 41.3%,34.4%, to $29.1$39.1 million from $20.6$29.1 million, for 20242025 compared to 2023.2024. The increase in void-fill was primarily due to increased volume from e-commerce activity in North America as we seeobserved more companies shifting from plastic to paper solutions. The increase in net revenue is quantified by an increase in the volume of our paper consumable products of approximately 10.2% and a 2.5% increase in sales of automated box sizing equipment,solutions, partially offset by a 3.1% decreasedecreases in thecushioning price/mixfrom oflower ourindustrial paper consumable products.activity.

The increase in cost of sales was primarily related to increasedan salesincrease in production costs of 8.5%, an increase in the volume/productmix mixof products sold of 4.5%, and increasedfluctuations laborin andforeign overheadcurrency costs,rates partiallyof offset by lower material costs.2.4%. Production costs include costs from materials,materials and labor and overhead.

Depreciation and Amortization. Depreciation and amortization expenses for 20242025 were $35.1$36.0 million, an increase of $1.3$0.9 million, or 3.8%,2.6%, from $33.8$35.1 million in 2023.2024. The increase in depreciation and amortization was primarily due to an increase ofin $0.7 milliondepreciation of amortizationbuilding relatedimprovements toand ourinternal-use finance leases.software.

Other Operating Expense, Net. Other operating expense, net for 20242025 was $5.6$4.5 million, ana increasedecrease of $0.4$1.1 million, or 7.7%,19.6%, from $5.2$5.6 million in 2023.2024. The increasedecrease in other operating expense, net was primarily due to a $0.7 million increase in research and development costs, partially offset by a decrease in loss on disposal of assets of $0.2$0.9 million and a $0.3 million decrease in 2024research and development costs in 2025 compared to 2023.2024.

Interest expense for 20242025 was $28.6$34.3 million, an increase of $4.3$5.7 million, or 17.7%,19.9%, from $24.3$28.6 million in 2023.2024. The increase was primarily due to thea effects$4.4 ofmillion decrease in interest income due to the expiration of our interest rate swap induring Junethe second quarter of 2024 and additionala $2.2 million increase in interest expense ofassociated $0.6with our First Lien Credit Facilities, partially offset by a $1.5 million fromdecrease in amortization of deferred financing costs during 20242025 compared to 2023.2024.

Other non-operating income, net was $5.8 million in 2025 and primarily represents a $5.8 million unrealized gain on our strategic investment in Pickle. Other non-operating income, net was $20.9 million in 2024 and primarily represents $16.1 million in litigation proceeds and a $5.4 million gain on the sale of patents, partially offset by a $0.4 million unrealized loss on our strategic investment in Pickle. Other non-operating income, net was $0.2 million in 2023 and was comprised of insignificant items.

Income tax benefit for 20242025 was $2.2$9.2 million, or an effective tax rate of 9.4%.19.4%. Income tax benefit was $4.2$2.2 million in 2023,2024, or an effective tax rate of 13.4%.9.4%. The fluctuation in the effective tax rate between periods,periods is primarily attributable to taxes related to foreign activities and stock-based compensation for the same period in 2025. The difference between the effective tax rate and the U.S.combined federal and state statutory rate,rates wasis primarily attributabledue to stock-basedstate compensationincome adjustments that were made in 2023 and did not reoccur in 2024 and stock-based compensation in foreign jurisdictions that is non-deductible.taxes.

EBITDA and AEBITDA are Non-GAAP measures. Refer to the section “Presentation and Reconciliation of U.S. GAAP to Non-GAAP MeasuresMeasures.” for important information. EBITDA for 20242025 was $70.2$53.5 million, ana increasedecrease of $7.6$16.7 million, or 12.1%,23.8%, compared to $62.6$70.2 million in 2023.2024. AEBITDA for 20242025 and 20232024 totaled $83.8$79.2 million and $73.4$83.8 million, respectively, ana increasedecrease of $10.4$4.6 million, or 14.2%5.5% year over year (14.3%8.5% increasedecrease at constant currency).

Net revenue in North America for 20242025 totaled $163.2$186.0 million compared to net revenue in North America of $137.3$163.2 million in 2023.2024. The increase of $25.9$22.8 million, or 18.9%,14.0%, was attributable to an increase in void-fillvoid-fill, sales of $27.4 million, or 39.3%,automation, and an increase in other net revenue of $2.7 million, or 60.0%,wrapping, partially offset by a decrease in cushioning salessales, and includes a non-cash reduction of $3.7 million in void-fill and a$1.0 decreasemillion in wrappingAutomation salesfrom ofthe $0.5provision million.for warrants. The change in net revenue for North America can be quantified by an increase in volume of 21.6%14.3% and a 2.0%an increase from increaseautomated fromequipment sales of automated box sizing equipment,3.4%, partially offset by a 4.8%non-cash decrease infrom the provision for warrants of 2.9% and a decrease in the price/mix of our paper consumable products.products of 0.8%.

Net revenue in Europe/Asia for 20242025 totaled $205.7$209.0 million compared to net revenue in Europe/Asia of $199.0$205.7 million in 2023.2024. The increase of $6.7$3.3 million, or 3.4%,1.6%, was driven by increases in void-fillautomated ofequipment $5.7 million, wrapping of $1.6 million,sales and other net revenue of $5.8 million,void-fill, partially offset by a decrease in cushioning netand revenuewrapping of $6.4 million.sales. The increase in net revenue for Europe/Asia can be quantified asby a 4.7%an increase inof volume4.3% from foreign currency fluctuations and a 2.9%an increase fromof automated equipment sales of automated box sizing equipment,1.5%, partially offset by a decrease of 4.3% in the price/mix and volume of sales of our paper consumable products.products of 3.6% and 0.5%, respectively.

The following discussion and analysis is intended to help the reader understand our business, financial condition, results of operations, liquidity and capital resources. You should read this discussion in conjunction with the sections entitled “Risk Factors” and “Cautionary Notice Regarding Forward-Looking Statements” and our financial statements and related notes included in this Quarterly Report as well as the sections entitled “Risk Factors,” “Cautionary Notice Regarding Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Ranpak Holdings CorpCorp. (“Ranpak”, the “Company,” “we,” or “us”) included in our 2025 10-K, filed with the SEC on March 5, 2026. Capitalized terms used and not defined herein have the meanings disclosed elsewhere in the Quarterly Report.

We generated net revenue of $101.2$206.4 million and $91.2$183.5 million in the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. We have two segments, North America and Europe/Asia. Management evaluates segment performance by net revenue and Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) by geographic region.

PPS Systems Base — We closely track the number of PPS systems installed with end-users as it is a leading indicator of underlying business trends and near-term and ongoing net revenue expectations. Our installed base of PPS systems also drives our capital expenditure budgets. The following table presents our installed base of PPS systems as of MarchJune 31,30, 2026 and 2025:

Paper and Other Costs. Paper is a key component of our cost of goods sold and paper costs can fluctuate significantly between periods. We purchase both 100% virgin and 100% recycled paper, as well as blends, from various suppliers for conversion into the paper consumables we sell. The cost of paper supplies is our largest input cost, and we historically have negotiated supply and pricing arrangements with most of our paper suppliers annually, with a view towards mitigating fluctuations in paper cost. Nevertheless, as paper is a commodity, its price on the open market, and in turn the prices we negotiate with suppliers at a given point in time, can fluctuate significantly, and is affected by several factors outside of our control, including inflationary pressures, supply and demand and the cost of other commodities that are used in the manufacture of paper, including wood, energy, and chemicals. For example, energy prices in Europe have experienced recent increased volatility, and such volatility has, in the past, increased the cost of paper. The market for our solutions is competitive and it may be difficult to pass on increases in paper prices to our customers immediately, or at all, which has in the past, and could in the future, adversely affect our operating results. Although we look to pass increased market costs on to our customers to mitigate the impact of these costs, we are unable to predict the extent to which we will be able to do so. As such, we expect some continued pressure on our gross margin in thefiscal medium term2026 relative to our historical margin profile.

In addition to inflationary pressures, our U.S. operations are subject to the impact of tariffs, largely related to our capital expenditures for our PPS converters, some of which are sourced from China or contain parts and components from China and other Asian countries. We are taking steps to minimize the potential impact of these tariffs by evaluating alternative parts and global suppliers as well as stepping up our efforts to refabricate and refurbish existing machines in our fleet to reduce cost. Our box customization equipment is currently made in Europe and shipped to the United States and thus will beare subject to the U.S. tarifftariffs on European goods. We are focused on cost reduction and efficiencies to minimize the impact to our customers, and believe in the ongoing value proposition of our equipment.

We have experienced and expect certainto continue to experience headwinds from the recent U.S.-Iran hostilities which have resulted in increased energy prices globally. The market for our solutions is competitive and it may be difficult to pass on increases in paper prices to our customers immediately, or at all, which has in the past, and could in the future, adversely affect our operating results. Although we look to pass increased market costs on to our customers to mitigate the impact of these costs, we are unable to predict the extent to which we will be able to do so. As such, there could be continued pressure on our gross margin in our results for fiscal 2026 relative to our historical margin profile.

EBITDA is a non-GAAP financial measure that we calculate as net income (loss), adjusted to exclude: (benefit from) (provision for) income taxes; interest expense; and depreciation and amortization.

AEBITDA is a non-GAAP financial measure that we calculate as net income (loss), adjusted to exclude: (benefit from) (provision for) income taxes; interest expense; depreciation and amortization; stock-based compensation expense; foreign currency (gain) loss; amortization of cloud-based software implementation costs; and, in certain periods, other income and expense items.

We operate globally, and a substantial portion of our net revenue and operations is denominated in foreign currencies, primarily the Euro. We calculate the year over-yearyear-over-year impact of foreign currency movements using prior period foreign currency rates applied to current year results. These “constant currency” change amounts are non-GAAP measures and are not in accordance with, or an alternative to, measures prepared in accordance with GAAP. In addition, constant currency change measures are not based on any established set of accounting rules or principles.

The following tables set forth our consolidated results of operations for the three months ended MarchJune 31,30, 2026 and 2025, presented in millions of dollars. “NM” represents “not meaningful.”

In addition, in our discussion below, we include certain other unaudited, non-GAAP data and Constant Currency (Non-GAAP) % Change data for the three months ended MarchJune 31,30, 2026 and 2025. This data is based on our historical financial statements included elsewhere in this Quarterly Report. Refer to “Non-GAAP Measures” and “Reconciliation of GAAP to Non-GAAP Measures” for additional information and a reconciliation of EBITDA and AEBITDA to our net loss under GAAP.

Comparison of FirstSecond Quarter of 2026 to FirstSecond Quarter of 2025

The following table and the discussion that follows compares our net revenue by product line for the three months ended MarchJune 31,30, 2026 and 2025 on a GAAP basis and also presents the Constant Currency (Non-GAAP) % Change. SeeRefer alsoto “Non-GAAP Measures” for further details:

Net revenue for the firstsecond quarter of 2026 was $101.2$105.2 million compared to $91.2$92.3 million for the firstsecond quarter of 2025, an increase of $10.0$12.9 million or 11.0%14.0% (4.5%12.2% on a constant currency basis) and includes a non-cash reduction of $0.9$1.0 million to void-fill and $0.8$0.7 million to automation net revenue from the provision for warrants in the current period. Net revenue for the firstsecond quarter of 2025 includes a non-cash reduction of $0.8$1.2 million to void-fill from the provision for warrants. Net revenue was positively impacted primarily by increases in automation equipment sales.sales, Thevoid-fill, increaseand wrapping, partially offset by a decrease in cushioning. Automation net revenue increased $9.5 million, or 133.8% to $16.6 million from $7.1 million; void-fill andincreased cushioning$3.7 wasmillion, primarilyor driven9.0%, byto favorable$44.8 foreignmillion currencyfrom fluctuations.$41.1 Cushioningmillion; wrapping increased $1.4 million, or 4.0%,19.2%, to $36.6$8.7 million from $35.2 million; void-fill increased $1.6 million, or 4.0%, to $41.9 million from $40.3 million; wrapping decreased $0.1 million, or 1.1%, to $9.3 million from $9.4$7.3 million; and automationcushioning netdecreased revenue increased $7.1$1.7 million, or 112.7%4.6%, to $13.4$35.1 million from $6.3$36.8 million for the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025.

The increase in net revenue for the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025 is quantified by a 6.8%10.0% increase in automation equipment sales, a 6.5% increase from foreign currency fluctuations, and a 0.8%2.4% increase in the volume of sales of our paper consumable products, partiallya offset1.8% byincrease from foreign currency fluctuations, and a 2.1%0.2% decreaseincrease in the price or mix of our paper consumable productsproducts, andpartially offset by a 1.0%0.4% non-cash decreaseimpact from an increase in the non-cash provision for warrants.

Cost of sales for the firstsecond quarter of 2026 totaled $66.3$70.7 million, an increase of $6.0$7.3 million, or 10.0%11.5% (4.1%9.8% aton a constant currency basis), compared to $60.3$63.4 million in the firstsecond quarter of 2025. We have quantified the change in cost of sales as follows:

The increase in cost of sales was primarily due to an increase in the volume/mix of products sold of 7.9%11.3% and fluctuations in foreign currency rates of 5.9%,1.7%, partially offset by a decrease in production costs of 3.8%1.5% compared to the firstsecond quarter of 2025. The 7.9%11.3% change in volume/mix is primarily attributable to an increase in automation equipment sales, which drove a 7.2%9.4% increase in cost of sales. Production costs include costs from materials, labor and overhead, and depreciation expense.

Selling, General, and Administrative (“SG&A”) Expenses. SG&A expenses for the firstsecond quarter of 2026 were $29.2$27.6 million, ana increasedecrease of $0.3$1.2 million, or 1.0%,4.2%, from $28.9$28.8 million in the firstsecond quarter of 2025. The net increasedecrease in SG&A expenses includeswas primarily due to a $1.5$0.8 million unfavorabledecrease impactin fromfacility foreign currency fluctuationscosts and a $2.3 million increase in compensation expense, partially offset by a $0.9$0.7 million decrease in stock-based compensation andexpense reductionsfor inthe discretionarysecond spendquarter fromof cost2026 reductioncompared initiatives.to the second quarter of 2025.

OtherDepreciation Operatingand Expense,Amortization Net.Expense. OtherDepreciation operatingand expense,amortization netexpense for the firstsecond quarter of 2026 was $0.5$8.6 million, a decrease of $0.5$0.2 million from $1.0$8.8 million in the firstsecond quarter of 2025,2025. The decrease in depreciation and amortization expense was primarily due to decreaseda researchdecrease in amortization of finance leases, partially offset by an increase in depreciation of machinery and development expense of $0.4 millionequipment for the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025.

Interest expense for the firstsecond quarter of 2026 was $8.6$8.1 million, a decrease of $0.1$0.2 million, or 1.1%,2.4%, from $8.7$8.3 million in the firstsecond quarter of 2025. The decrease was primarily due to the decrease in interest expense associated with our FirstTerm Lien Credit FacilitiesFacility in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025.

Foreign currency loss for the firstsecond quarter of 2026 was $1.3$0.2 million, a change of $3.9$2.8 million, from foreign currency gain of $2.6 million for the firstsecond quarter of 2025 due to the volatility in Euro exchange rates compared to USD.

Income tax benefit for the firstsecond quarter of 2026 was $3.5$2.9 million, or an effective tax rate of 26.0%.26.9%. Income tax benefit was $3.2$2.0 million in the firstsecond quarter of 2025, or an effective tax rate of 22.6%.21.5%. The fluctuation in the effective tax rate between periods is primarily attributable to taxes related to foreign activities and the impact from stock-based compensation for the same period in 2025. The difference between the effective tax rate for the firstsecond quarter of 2026 and the combined federal and state statutory rates is primarily due to international and state income taxes.benefits.

EBITDA and AEBITDA are non-GAAP measures. Refer to “Reconciliation of GAAP to Non-GAAP Measures.” EBITDA for the firstsecond quarter of 2026 was $11.7$13.1 million, ana increasedecrease of $2.0$2.5 million, or 20.6%,16.0%, compared to $9.7$15.6 million in the firstsecond quarter of 2025. AEBITDA for the firstsecond quarter of 2026 was $18.9$19.1 million, an increase of $1.6$2.6 million, or 9.2%15.8% (flat13.9% on a constant currency basis), compared to $17.3$16.5 million in the firstsecond quarter of 2025. AEBITDA for the firstsecond quarter of 2026 includes a non-cash reduction to net revenue from the provision for warrants of $1.7 million compared to $0.8$1.2 million for the firstsecond quarter of 2025.

Segment Results of Operations - FirstSecond Quarter of 2026 and FirstSecond Quarter of 2025

We have two segments, North America and Europe/Asia. Management evaluates segment performance by net revenue and EBITDA by geographic region. The following tables set forth our net revenue by segment for the firstsecond quarter of 2026 and the firstsecond quarter of 2025, presented in millions of dollars:

Net revenue in Europe/AsiaNorth America for the firstsecond quarter of 2026 totaled $58.7$45.9 million compared to net revenue of $48.6$42.3 million in the firstsecond quarter of 2025. The increase of $10.1$3.6 million, or 20.8%,8.5%, for the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025 was attributable to increases in automation equipment sales, cushioning, void-fill, and wrappingwrapping, sales.partially offset by a decrease in cushioning, and includes a non-cash reduction of $0.9 million in void-fill and $0.7 million in automation net revenue from the provision for warrants. Net revenue in North America for the second quarter of 2025 includes a non-cash reduction of $1.1 million to void-fill from the provision for warrants. The increase in net revenue for Europe/AsiaNorth America can be quantified by aan 12.2% increase due to foreign currency fluctuations and a 8.2%8.5% increase from automation equipment sales,sales and a 3.4%1.9% increase in volumethe of salesprice/mix of our paper consumable products, partially offset by a 2.8%1.2% impact from an increase in the non-cash provision for warrants and a 0.7% decrease in the price/mixvolume of sales of our paper consumable products and a 0.2% non-cash decrease from the provision for warrants.products.

North America and Europe/Asia segment EBITDA includes intersegment royalty charges from North America to Europe/Asia for use of trademarks of $5.0$4.9 million and $5.2$7.6 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, which eliminates on a consolidated basis.

Segment EBITDA for Europe/AsiaNorth America was $4.9$6.6 million for the firstsecond quarter of 2026 compared to $4.6$3.1 million in the firstsecond quarter of 2025, an increase of $0.3$3.5 million, or 6.5%.112.9%. The increase was primarily due to increased net revenue as described above,above and an increase in foreign currency gain of $9.3 million. The increase was partially offset by increaseda foreign$2.7 currencymillion lossesdecrease forin intersegment royalty charges and a $5.8 million unrealized gain on our strategic investment in Pickle in the threesecond monthsquarter endedof March2025 31,that did not recur in the second quarter of 2026.