UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________________________________

FORM 8-K

~~CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~________________________________________________________________________________

~~August~~CURRENT ~~22, 2025 (Date of Report, Date of earliest event reported)~~REPORT

~~RANPAK~~Pursuant ~~HOLDINGS CORP. (Exact~~to ~~name~~Section 13 or 15(d) of ~~registrant~~the asSecurities ~~specified~~Exchange inAct ~~its~~of ~~charter)~~ 1934

~~____________________________~~October 30, 2025

Delaware	001-38348	98-1377160
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

(Date of Report, Date of earliest event reported)

________________________________________________________________________________

RANPAK HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

________________________________________________________________________________


Delaware	001-38348	98-1377160
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

7990 Auburn Road

Concord Township, Ohio 44077 ~~(Address~~ ~~of principal executive offices) (Zip Code)~~

(~~440)~~Address ~~354-4445 (Registrant’s~~of ~~telephone~~principal ~~number,~~executive ~~including~~offices) ~~area~~(Zip ~~code~~Code)

~~Not Applicable~~ (~~Former~~440) ~~name~~354-4445 ~~or former address, if changed since last report)~~

~~____________________________~~(Registrant’s telephone number, including area code)

~~Check~~Not ~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~Applicable

☐(Former ~~Written~~name ~~communications~~or ~~pursuant~~former toaddress, ~~Rule~~if ~~425~~changed ~~under~~since ~~the~~last ~~Securities Act (17 CFR 230.425~~report)

~~☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~________________________________________________________________________________

☐Check ~~Pre~~the appropriate box below if the Form 8-~~commencement~~K ~~communications~~filing ~~pursuant~~is intended to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy the filing obligation of the registrant under any of the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR~~General ~~240~~Instruction A.~~14d-~~2(b. below)):

☐o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	PACK	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐o

Item 12.~~01.~~02 Results ~~Entry~~of ~~into~~Operations aand ~~Material~~Financial ~~Definitive Agreement~~Condition.

On ~~August 22~~October 30, 2025, Ranpak Holdings Corp. (~~“Ranpak” or~~ the “Company”) ~~and~~issued ~~Walmart~~a ~~Inc.~~press ~~(“Walmart”)~~release ~~entered~~announcing ~~into~~its afinancial ~~Transaction~~results ~~Agreement~~for (the ~~“Transaction~~third ~~Agreement”), under~~quarter ~~which~~ended September 30, ~~among~~2025. ~~other~~A ~~things,~~copy ~~Ranpak~~of ~~agreed~~the topress ~~issue~~release tois ~~Walmart~~furnished aherewith ~~warrant~~as ~~(the~~Exhibit ~~“Warrant”)~~99.1, towhich ~~acquire~~is upincorporated toherein 22by reference. On October 30,~~500~~ 2025,~~000~~ ~~shares (the~~at ~~“Warrant~~8:30 ~~Shares”~~a.m. (ET), of the Company’s ~~common~~will ~~stock~~host ~~(“Common~~a ~~Stock”)~~conference atcall anand ~~exercise~~webcast ~~price~~in ofwhich ~~$6.8308~~its ~~per share,~~financial ~~and~~results onfor the ~~terms~~third ~~and~~quarter ~~conditions~~ended ~~set~~September 30, ~~forth~~2025 inwill ~~the~~be ~~Warrant~~discussed.

~~2,250,000~~The ~~Warrant~~information ~~Shares~~included ~~vested~~in onthis ~~the~~item, ~~date~~including ~~of the~~Exhibit ~~Transaction Agreement~~99.1, ~~The~~is ~~remainder~~hereby offurnished ~~the~~and ~~Warrant~~shall ~~Shares~~not ~~are~~be ~~subject~~deemed to“filed” ~~vesting~~for ~~over~~purposes ~~time~~of ~~based~~Section on18 ~~payments~~of ~~made~~the bySecurities ~~Walmart~~Exchange orAct ~~on Walmart’s~~of ~~behalf~~1934, ~~under~~as amended (the ~~current~~“Exchange ~~and~~Act”), ~~any~~nor ~~possible~~shall ~~future~~it ~~commercial~~be ~~agreement~~deemed ~~with~~incorporated ~~the~~by ~~Company,~~reference ~~with~~in ~~all~~any ~~Warrant~~filing ~~Shares~~under ~~vesting upon~~the anSecurities ~~aggregate~~Act ~~spend~~ of ~~$300~~1933, ~~million~~as ~~(minus~~amended (the ~~price~~“Securities ofAct”), ~~paper~~or ~~procurement~~the ~~incurred~~Exchange byAct, ~~the~~except ~~Company~~as ~~and/or~~shall ~~any~~be ofexpressly ~~its~~set ~~affiliates~~forth ~~in connection~~by ~~with~~specific reference in such ~~payment)~~filing.

~~The~~Item ~~Company~~9.01 Financial ~~expects~~Statements ~~over~~and ~~$100 million of the spend, if made, would be allocated to Automation Solutions, leaving the remainder to be focused on Protective Packaging Solutions~~Exhibits.

The Warrant allows for cashless exercise in part or in full at Walmart’s discretion and expires August 22, 2035. So long as the Warrant is unexercised, the Warrant does not entitle Walmart to any voting rights or any other common stockholder rights. The exercise price and the number of Warrant Shares are subject to customary anti-dilution adjustments. The Transaction Agreement includes customary registration rights relating to the Warrant Shares.(d)Exhibits

The Warrant was issued, and the Warrant Shares are expected to be issued, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder. This current report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.


			Exhibit No.						Description

			99.1(*)						Press release dated October 30, 2025 entitled “Ranpak Holdings Corp. Reports Third Quarter 2025 Financial Results”

			104(*)						Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

~~The~~(*)Furnished foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Warrant, which is filed as Exhibit 4.1 hereto, and the Transaction Agreement, which is filed as Exhibit 10.1, and each is incorporated herein by reference.herewith

~~Item 3.02. Unregistered Sales of Equity Securities.~~SIGNATURES

~~The~~Pursuant ~~information~~to ~~provided~~the ~~under~~requirements ~~Item~~of ~~1.01~~the Securities Exchange Act of ~~this Current~~1934, ~~Report~~as onamended, ~~Form~~the ~~8-K~~registrant ~~with~~has ~~respect~~duly tocaused ~~the~~this ~~issuance~~report ofto ~~the~~be ~~Warrant~~signed ison ~~incorporated~~its behalf by ~~reference~~the ~~into~~undersigned ~~this~~hereunto ~~Item~~duly 3authorized.~~02.~~

Item 9.01. Financial Statements and Exhibits.


		RANPAK HOLDINGS CORP.

Date:	October 30, 2025	By:	/s/ William Drew
			William Drew
			Executive Vice President and Chief Financial Officer

(d) Exhibits.

Exhibit No.	Description
4.1	Warrant to Purchase Common Stock of Ranpak Holdings Corp. by and between Ranpak Holdings Corp. and Walmart Inc., dated as of August 22, 2025*
10.1	Transaction Agreement, by and between Ranpak Holdings Corp. and Walmart Inc., dated as of August 22, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RANPAK HOLDINGS CORP. By: /s/ William Drew William Drew Executive Vice President and Chief Financial Officer

Date: August 26, 2025

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