UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________

FORM 10-Q

_______________________________________________________________

(Mark One)


			x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


			o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________.

Commission File Number 001-38348

_______________________________________________________________

RANPAK HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

_______________________________________________________________


Delaware			98-1377160
(State or other jurisdiction of			(I.R.S. Employer
incorporation or organization)			Identification Number)

7990 Auburn Road

Concord Township, Ohio 44077

(Address of principal executive offices) (Zip Code)

(440) 354-4445

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and formal fiscal year, if changed since last report)

_______________________________________________________________

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 Ordinary Shares, par value $0.0001 per share	PACK	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	x
Non-accelerated filer	o	Smaller reporting company	o
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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of ~~July~~October 2923, 2025, the registrant had 84,~~361~~375,~~556~~870 of its Class A common shares, $0.0001 par value per share, outstanding.

Ranpak Holdings Corp.

Quarterly Report on Form 10-Q

For the Period Ended ~~June~~September 30, 2025

Table of Contents

			Page
Part I – Financial Information			1
Item 1. Condensed Consolidated Financial Statements (Unaudited)			1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2526
Item 3. Quantitative and Qualitative Disclosures About Market Risk			41
Item 4. Controls and Procedures			4241
Part II – Other Information			4342
Item 1. Legal Proceedings			4342
Item 1A. Risk Factors			4342
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			4342
Item 3. Defaults Upon Senior Securities			4342
Item 4. Mine Safety Disclosures			4342
Item 5. Other Information			4342
Item 6. Exhibits			4443
Signatures			4544

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Index to Unaudited Condensed Consolidated Financial Statements

Ranpak Holdings Corp.

Unaudited Condensed Consolidated Statements of Operations and Comprehensive ~~Income (~~Loss) for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2025 and 2024 Unaudited Condensed Consolidated Balance Sheets – ~~June~~September 30, 2025 and December 31, 2024 Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2025 and 2024 Unaudited Condensed Consolidated Statements of Cash Flows for the ~~Six~~Nine Months Ended ~~June~~September 30, 2025 and 2024 Notes to the Unaudited Condensed Consolidated Financial Statements

Ranpak Holdings Corp.

Unaudited Condensed Consolidated Statements of Operations

and Comprehensive ~~Income (~~Loss)

(in millions, except share and per share data)

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net product revenue	$	7783.86	$	7278.86	$	~~155~~239.40	$	~~145~~223.39
Machine lease revenue	1416.50		13.6		2844.1		2640.40
Net revenue	9299.36		8692.42		~~183~~283.51		~~171~~263.79
Cost of product sales	5657.06		4853.59		~~110~~168.89		94148.21
Cost of leased machines	7.46		63.29		1220.90		1317.54
Gross profit	2834.94		3134.74		5994.82		6498.04
Selling, general and administrative expenses	2829.86		2728.38		5787.73		5584.20
Depreciation and amortization expense	89.82		8.32		1727.80		1624.79
Other operating expense, net	1.03		1.36		23.03		23.17
Loss from operations	(95.7)		(54.2)		(1723.74)		(1014.02)
Interest expense	8.37		59.3		1725.07		1120.58
Foreign currency (gain) loss	(2.6)		0.1		(5.2)		(1.3)
Foreign currency loss (gain)	0.2		0.2		(5.0)		(1.1)
Other non-operating income, net	~~(5.9)~~—		(173.91)		(5.9)		(1721.90)
(Loss) income before income tax (benefit) expense	(9.5)		7.3		(23.6)		(2.3)
Loss before income tax benefit	(14.6)		(10.6)		(38.2)		(12.9)
Income tax (benefit) expense	(2.0)		1.8		(5.2)		0.3
Income tax benefit	(4.2)		(2.5)		(9.4)		(2.2)
Net (loss) income	$	(7.5)	$	5.5	$	(18.4)	$	(2.6)
Net loss	$	(10.4)	$	(8.1)	$	(28.8)	$	(10.7)
Basic and diluted (loss) income per share	$	(0.09)	$	0.07	$	(0.22)	$	(0.03)
Basic and diluted loss per share	$	(0.12)	$	(0.10)	$	(0.34)	$	(0.13)
Weighted average number of shares outstanding – basic	84,274,167		83,071,520		83,987,624		82,876,914
Weighted average number of shares outstanding – basic and diluted	84,363,456		83,227,887		84,114,278		82,994,759
Weighted average number of shares outstanding – diluted	84,274,167		83,123,636		83,987,624		82,876,914
Other comprehensive income (loss), before tax
Foreign currency translation adjustments	$	(40.6)8	$	(03.1)6	$	(76.24)	$	(21.2)4
Interest rate swap adjustments	—		~~(0.8)~~—		—		(3.4)
Cross currency swap adjustments	(0.6)		—		(1.2)		—
Cross-currency swap adjustments	0.1		—		(1.1)		—
Total other comprehensive loss, before tax	(5.2)		(0.9)		(8.4)		(5.6)
Total other comprehensive income (loss), before tax	0.9		3.6		(7.5)		(2.0)
Benefit for income taxes related to other comprehensive loss	(4.6)		(0.1)		(7.0)		—
Provision (benefit) for income taxes related to other comprehensive income (loss)	0.2		(0.8)		(6.8)		(0.8)
Total other comprehensive loss, net of tax	(0.6)		(0.8)		(1.4)		(5.6)
Total other comprehensive income (loss), net of tax	0.7		4.4		(0.7)		(1.2)
Comprehensive (loss) income, net of tax	$	(8.1)	$	4.7	$	(19.8)	$	(8.2)
Comprehensive loss, net of tax	$	(9.7)	$	(3.7)	$	(29.5)	$	(11.9)

______________________________________________________________________

See notes to unaudited condensed consolidated financial statements.

Ranpak Holdings Corp.

Unaudited Condensed Consolidated Balance Sheets

(in millions, except share data)

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
Assets
Current assets
Cash and cash equivalents	$	49.29	$	76.1
Accounts receivable, net	4546.45		43.9
Inventories	3836.10		21.7
Income tax receivable	510.80		1.8
Prepaid expenses and other current assets	~~13.~~4.3		7.7
Total current assets	~~151~~146.97		151.2
Property, plant and equipment, net	~~145~~142.26		137.6
Operating lease right-of-use assets, net	24.09		20.9
Goodwill	457.0		443.7
Intangible assets, net	~~306~~298.19		312.2
Deferred tax assets	0.1		0.1
Other assets	5359.74		38.5
Total assets	$	1,~~138~~129.06	$	1,104.2
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	3334.26	$	26.9
Accrued liabilities and other	3524.89		28.5
Current portion of long-term debt	5.49		5.6
Operating lease liabilities, current	43.09		4.0
Deferred revenue	8.9		3.4
Total current liabilities	8778.32		68.4
Long-term debt	397.72		400.8
Deferred tax liabilities	5557.14		62.0
Derivative instruments	3332.57		1.3
Operating lease liabilities, non-current	2425.21		20.8
Other liabilities	1.2		2.8
Total liabilities	~~599~~591.08		556.1
Commitments and contingencies – Note 13
Shareholders’ equity
Class A common stock, $0.0001 par, 200,000,000 shares authorized at June 30, 2025 and December 31, 2024; shares issued and outstanding: 84,346,019 and 83,267,367 at June 30, 2025 and December 31, 2024, respectively	—		—
Class A common stock, $0.0001 par, 200,000,000 shares authorized at September 30, 2025 and December 31, 2024; shares issued and outstanding: 84,365,754 and 83,267,367 at September 30, 2025 and December 31, 2024, respectively	—		—
Additional paid-in capital	~~710~~718.38		699.6
Accumulated deficit	(~~163~~174.71)		(145.3)
Accumulated other comprehensive loss	(7.6.9)		(6.2)
Total shareholders’ equity	~~539~~537.08		548.1
Total liabilities and shareholders’ equity	$	1,~~138~~129.06	$	1,104.2

______________________________________________________________________

See notes to unaudited condensed consolidated financial statements.

Ranpak Holdings Corp.

Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity

(in millions, except share data)

	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated OtherComprehensive Loss		Total
	Class A
	Shares	Amount
Balance at December 31, 2024	83,267,367	$	—	$	699.6	$	(145.3)	$	(6.2)	$	548.1
Stock-based awards vested and distributed	943,902	—		(1.2)		—		—		(1.2)
Director shares issued	11,060	—		—		—		—		—
Amortization of restricted stock units	—	—		2.1		—		—		2.1
Initial vesting of common stock warrants	—	—		6.0		—		—		6.0
Provision for common stock warrants	—	—		0.8		—		—		0.8
Net loss	—	—		—		(10.9)		—		(10.9)
Other comprehensive loss	—	—		—		—		(0.8)		(0.8)
Balance at March 31, 2025	84,222,329	$	—	$	707.3	$	(156.2)	$	(7.0)	$	544.1
Stock-based awards vested and distributed	3,500	—		—		—		—		—
Director shares issued	120,190	—		—		—		—		—
Amortization of restricted stock units	—	—		2.0		—		—		2.0
Provision for common stock warrants	—	—		1.0		—		—		1.0
Net loss	—	—		—		(7.5)		—		(7.5)
Other comprehensive income	—	—		—		—		(0.6)		(0.6)
Other comprehensive loss	—	—		—		—		(0.6)		(0.6)
Balance at June 30, 2025	84,346,019	$	—	$	710.3	$	(163.7)	$	(7.6)	$	539.0
Stock-based awards vested and distributed	4,198	—		—		—		—		—
Director shares issued	15,537	—		—		—		—		—
Amortization of restricted stock units	—	—		2.1		—		—		2.1
Initial vesting of common stock warrants	—	—		5.7		—		—		5.7
Provision for common stock warrants	—	—		0.7		—		—		0.7
Net loss	—	—		—		(10.4)		—		(10.4)
Other comprehensive income	—	—		—		—		0.7		0.7
Balance at September 30, 2025	84,365,754	$	—	$	718.8	$	(174.1)	$	(6.9)	$	537.8

_____________________________________________________________________

See notes to unaudited condensed consolidated financial statements.

Ranpak Holdings Corp.

Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity

(in millions, except share data)

	Common Stock						Additional Paid-In Capital		Accumulated Deficit		Accumulated OtherComprehensive Income (Loss)		Total
	Class A			Class C
	Shares	Amount		Shares	Amount
Balance at December 31, 2023	79,684,170	$	—	2,921,099	$	—	$	693.7	$	(123.8)	$	2.1	$	572.0
Stock-based awards vested and distributed	353,622	—		—	—		(0.4)		—		—		(0.4)
Director shares issued	16,110	—		—	—		—		—		—		—
Amortization of restricted stock units	—	—		—	—		1.3		—		—		1.3
Net loss	—	—		—	—		—		(8.1)		—		(8.1)
Other comprehensive loss	—	—		—	—		—		—		(4.8)		(4.8)
Balance at March 31, 2024	80,053,902	$	—	2,921,099	$	—	$	694.6	$	(131.9)	$	(2.7)	$	560.0
Stock-based awards vested and distributed	7,500	—		—	—		—		—		—		—
Director shares issued	228,510	—		—	—		—		—		—		—
Amortization of restricted stock units	—	—		—	—		1.5		—		—		1.5
Net income	—	—		—	—		—		5.5		—		5.5
Other comprehensive loss	—	—		—	—		—		—		(0.8)		(0.8)
Balance at June 30, 2024	80,289,912	$	—	2,921,099	$	—	$	696.1	$	(126.4)	$	(3.5)	$	566.2
Stock-based awards vested and distributed	7,500	—		—	—		—		—		—		—
Director shares issued	12,352	—		—	—		—		—		—		—
Amortization of restricted stock units	—	—		—	—		1.8		—		—		1.8
Net loss	—	—		—	—		—		(8.1)		—		(8.1)
Other comprehensive income	—	—		—	—		—		—		4.4		4.4
Balance at September 30, 2024	80,309,764	$	—	2,921,099	$	—	$	697.9	$	(134.5)	$	0.9	$	564.3

______________________________________________________________________

See notes to unaudited condensed consolidated financial statements.

Ranpak Holdings Corp.

Unaudited Condensed Consolidated Statements of Cash Flows

(in millions)

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025		2024
Cash Flows from Operating Activities
Net loss	$	(1828.48)	$	(210.67)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	3149.97		3549.54
Amortization of deferred financing costs	0.69		12.41
Loss on disposal of property, plant, and equipment	0.2		0.69
Gain on sale of patents	—		(5.4)
Deferred income taxes	~~(1.8)~~—		32.76
Amortization of initial value of interest rate swap	—		(1.2)
Foreign currency gain	(5.20)		(1.31)
Stock-based compensation expense	46.12		24.86
Provision for common stock warrants	2.08		—
Amortization of cloud-based software implementation costs	13.90		12.86
Unrealized (gain) loss on strategic investments	(5.8)		30.54
Changes in operating assets and liabilities:
Accounts receivable	10.25		(5.6.0)
Inventories	(1513.02)		(85.80)
Income tax receivable	(48.01)		(610.61)
Prepaid expenses and other current assets	(4.6)5		(21.6)
Accounts payable	56.28		96.52
Accrued liabilities and other	2(7.64)		37.47
Change in other assets and liabilities	0.(2.7)		(30.35)
Net cash (used in) provided by operating activities	(4.9)		24.8
Net cash provided by operating activities	3.6		34.9
Cash Flows from Investing Activities
Purchases of converter equipment	(1521.26)		(1521.3)
Purchases of other property, plant, and equipment	(23.15)		(4.40)
Proceeds from sale of patents	—		5.4
Cash paid for strategic investments	(2.5)		(4.8)
Net cash used in investing activities	(1927.86)		(1924.17)
Cash Flows from Financing Activities
Principal payments on term loans	(23.1)		(0.8)
Proceeds from hedging instruments	0.34		—
Proceeds from equipment financing	—		0.7
Proceeds from financing arrangements	1.1		0.7
Payments on equipment financing	(0.4)		(0.5)
Payments on financing arrangements	(0.7)		(0.9)
Payments on finance lease liabilities	(1.58)		(0.69)
Tax payments for withholdings on stock-based awards distributed	(1.2)		(0.4)
Net cash used in financing activities	(45.93)		(12.63)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	23.71		(1.0.4)
Net (Decrease) Increase in Cash and Cash Equivalents	(26.92)		37.15
Cash and Cash Equivalents, beginning of period	76.1		62.0
Cash and Cash Equivalents, end of period	$	49.29	$	6569.15

_________________________________________________________________

See notes to unaudited condensed consolidated financial statements.

Table of Contents

Ranpak Holdings Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

Note 1 — Nature of Operations

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

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

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

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

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

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

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

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

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

Recently Issued Accounting Standards — In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which

Table of Contents

Ranpak Holdings Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

~~Recently~~will ~~Issued~~require ~~Accounting~~us ~~Standards~~to —provide a tabular rate reconciliation that reconciles income tax attributable to continuing operations to the statutory federal income tax applied to our pre-tax income from continuing operations, including the nature and amount of significant reconciling items, and will require disclosure of additional disaggregated information on income taxes paid. ASU 2023-09 will become effective for us for annual periods beginning after December 15, 2024, with early adoption permitted. We expect to begin providing the additional disclosures required under this standard beginning with our Annual Report on Form 10-K for the year ending December 31, 2025.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require us to provide a tabular rate reconciliation that reconciles income tax attributable to continuing operations to the statutory federal income tax applied to our pre-tax income from continuing operations, including the nature and amount of significant reconciling items, and will require disclosure of additional disaggregated information on income taxes paid. ASU 2023-09 will become effective for us for annual periods beginning after December 15, 2024. Early adoption is permitted. We are in the process of evaluating the impact of future adoption of this standard on our consolidated financial statements.

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

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

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

Note 3 — Supplemental Balance Sheet Data and Cash Flow Information

Cash and cash equivalents — Cash and cash equivalents include securities with original maturities of three months or less and cash in banks, and our investment in a money market account, which is classified as a cash equivalent because of its short-term, highly liquid nature that is readily convertible to cash. The balance in our money market account was approximately $2416.48 million and $40.9 million at ~~June~~September 30, 2025 and December 31, 2024, respectively. The fair value of our money market account is considered Level 1 in the fair value hierarchy because they are securities traded in active markets.

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

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
Accounts receivable	$	4547.83	$	44.4
Allowance for doubtful accounts	(0.48)		(0.5)
Accounts receivable, net	$	4546.45	$	43.9

One customer’s accounts receivable balance represented 2926.31% and 33.5% of our accounts receivable balance as of ~~June~~September 30, 2025 and December 31, 2024, respectively.

Inventories — The components of inventories were as follows:

	June 30, 2025		December 31, 2024
Raw materials	$	19.0	$	12.5
Work-in-process	6.0		—
Finished goods	13.1		9.2
Inventories	$	38.1	$	21.7

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Ranpak Holdings Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

Inventories — The components of inventories were as follows:


	September 30, 2025		December 31, 2024
Raw materials	$	16.5	$	12.5
Work-in-process	6.6		—
Finished goods	12.9		9.2
Inventories	$	36.0	$	21.7

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

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
Land	$	2.4	$	2.4
Buildings and improvements	12.78		12.5
Leasehold improvements	22.78		20.7
Machinery and equipment	4142.9		39.6
Computer and office equipment	19.78		18.7
Converting machines	~~248~~250.09		222.0
Total property, plant, and equipment	~~347~~351.46		315.9
Accumulated depreciation	(~~202~~209.20)		(178.3)
Property, plant, and equipment, net	$	~~145~~142.26	$	137.6

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

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Cost of sales	$	8.06	$	85.47	$	1422.17	$	1824.85
Depreciation and amortization expense	12.70		1.0.9		35.4		23.21
Total depreciation expense	$	910.76	$	96.46	$	1728.51	$	2127.06

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

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
Employee compensation	$	57.80	$	4.7
Taxes	175.41		7.9
Professional fees	34.51		2.2
Bonus	23.62		8.0
Interest	—		1.2
Warranty reserve	0.6		0.9
Current portion of cross currency swaps	2.0		—
Current portion of cross-currency swaps	1.6		—
Other	3.93		3.6
Accrued liabilities and other	$	3524.89	$	28.5

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

	Six Months Ended June 30,
	2025		2024
Supplemental cash flow information
Interest paid	$	19.4	$	14.4
Income taxes paid	$	1.5	$	1.2
Non-cash investing activities
Capital expenditures in accounts payable	$	2.1	$	0.1

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Ranpak Holdings Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

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


	Nine Months Ended September 30,
	2025		2024
Supplemental cash flow information
Interest paid	$	28.6	$	23.0
Income taxes paid	$	1.6	$	2.9
Non-cash investing activities
Capital expenditures in accounts payable	$	1.8	$	0.8

Note 4 — Segment Information

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

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

	Three Months Ended June 30, 2025						Six Months Ended June 30, 2025
	North America		Europe/Asia		Consolidated		North America		Europe/Asia		Consolidated
Net product revenue	$	35.7	$	42.1	$	77.8	$	71.9	$	83.5	$	155.4
Machine lease revenue	6.6		7.9		14.5		13.0		15.1		28.1
Net revenue	42.3		50.0		92.3		84.9		98.6		183.5
Less:
Cost of sales excluding depreciation and amortization	28.3		27.1				56.5		53.1
Compensation expense(1)	12.6		13.9				25.9		27.0
Professional fees	2.4		0.9				4.5		1.8
Stock-based compensation	1.5		0.5				3.1		1.0
Other operating expense, net	0.6		0.4				1.6		0.4
Foreign currency loss (gain)	8.8		(11.4)				6.6		(11.8)
Other (income) expense, net(2)	(13.5)		7.6				(18.7)		12.8
Other segment items(3)	(1.5)		(1.5)				(2.7)		(2.9)
Segment profit	$	3.1	$	12.5	$	15.6	$	8.1	$	17.2	$	25.3
Reconciliation of segment profit to loss before income tax benefit:
Depreciation and amortization expense – COS					8.0						14.1
Depreciation and amortization expense					8.8						17.8
Interest expense					8.3						17.0
Loss before income tax benefit					$	(9.5)					$	(23.6)
(1) Includes compensation expense for manufacturing and non-manufacturing employees.
(2) Includes intersegment royalty charges from North America to Europe/Asia for use of trademarks of $7.6 million and $12.8 million for the three and six months ended June 30, 2025, respectively, which eliminates between the segments on a consolidated basis. In addition, in North America, includes a $5.8 million gain on investment in Pickle.
(3) Includes labor and overhead allocation to cost of sales, information technology maintenance costs, amortization of cloud-based software, travel, and other insignificant items.

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Ranpak Holdings Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

	Three Months Ended June 30, 2024						Six Months Ended June 30, 2024
	North America		Europe/Asia		Consolidated		North America		Europe/Asia		Consolidated
Net product revenue	$	31.2	$	41.6	$	72.8	$	57.4	$	87.9	$	145.3
Machine lease revenue	6.5		7.1		13.6		12.2		14.2		26.4
Net revenue	37.7		48.7		86.4		69.6		102.1		171.7
Less:
Cost of sales excluding depreciation and amortization	22.3		24.0				39.3		49.6
Compensation expense(1)	12.2		12.6				24.4		25.9
Professional fees	2.4		1.0				4.9		2.0
Stock-based compensation	1.2		0.3				2.1		0.7
Other operating expense, net	1.1		0.1				2.0		—
Foreign currency loss (gain)	0.1		—				0.1		(1.4)
Other income, net(2)	(5.1)		(12.8)				(8.7)		(9.2)
Other segment items(3)	(2.1)		(0.2)				(3.6)		(1.1)
Segment profit	$	5.6	$	23.7	$	29.3	$	9.1	$	35.6	$	44.7
Reconciliation of segment profit to income (loss) before income tax expense:
Depreciation and amortization expense – COS					8.4						18.8
Depreciation and amortization expense					8.3						16.7
Interest expense					5.3						11.5
Income (loss) before income tax expense					$	7.3					$	(2.3)
(1) Includes compensation expense for manufacturing and non-manufacturing employees.
(2) Includes intersegment royalty charges from North America to Europe/Asia for use of trademarks of $3.3 million and $6.9 million in the three and six months ended June 30, 2024, respectively, which eliminates between the segments on a consolidated basis. In addition, in North America, includes non-operating income comprised primarily of a $5.4 million gain on sale of patents, partially offset by a $3.5 million loss on our investment in Pickle, and, in Europe/Asia, includes non-operating income comprised primarily of a $16.1 million gain on litigation settlement.
(3) Includes labor and overhead allocation to cost of sales, information technology maintenance costs, amortization of cloud-based software, travel, and other insignificant items.

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

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


	Three Months Ended September 30, 2025						Nine Months Ended September 30, 2025
	North America		Europe/Asia		Consolidated		North America		Europe/Asia		Consolidated
Net product revenue	$	37.2	$	46.4	$	83.6	$	109.1	$	129.9	$	239.0
Machine lease revenue	7.5		8.5		16.0		20.5		23.6		44.1
Net revenue	44.7		54.9		99.6		129.6		153.5		283.1
Less:
Cost of sales excluding depreciation and amortization	29.0		27.6				85.5		80.7
Compensation expense(1)	11.5		14.1				37.4		41.1
Professional fees	4.3		0.8				8.8		2.6
Stock-based compensation	1.6		0.5				4.7		1.5
Other operating expense, net	0.8		0.5				2.4		0.9
Foreign currency loss (gain)	—		0.2				6.6		(11.6)
Other (income) expense, net(2)	(3.8)		3.8				(22.5)		16.6
Other segment items(3)	(1.7)		(1.5)				(4.4)		(4.4)
Segment profit	$	3.0	$	8.9	$	11.9	$	11.1	$	26.1	$	37.2

Reconciliation of segment profit to loss before income tax benefit:
Depreciation and amortization expense – COS					8.6						22.7
Depreciation and amortization expense					9.2						27.0
Interest expense					8.7						25.7
Loss before income tax benefit					$	(14.6)					$	(38.2)

(1) Includes compensation expense for manufacturing and non-manufacturing employees.
(2) Includes intersegment royalty charges from North America to Europe/Asia for use of trademarks of $3.8 million and $16.6 million for the three and nine months ended September 30, 2025, respectively, which eliminates between the segments on a consolidated basis. In addition, in North America, for the nine months ended September 30, 2025, includes a $5.8 million gain on investment in Pickle.
(3) Includes labor and overhead allocation to cost of sales, information technology maintenance costs, amortization of cloud-based software, travel, and other insignificant items.

	June 30, 2025		December 31, 2024
North America	$	78.0	$	80.1
Europe/Asia	91.2		78.4
Total long-lived assets	$	169.2	$	158.5

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Ranpak Holdings Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)


	Three Months Ended September 30, 2024						Nine Months Ended September 30, 2024
	North America		Europe/Asia		Consolidated		North America		Europe/Asia		Consolidated
Net product revenue	$	33.9	$	44.7	$	78.6	$	91.3	$	132.6	$	223.9
Machine lease revenue	6.4		7.2		13.6		18.6		21.4		40.0
Net revenue	40.3		51.9		92.2		109.9		154.0		263.9
Less:
Cost of sales excluding depreciation and amortization	25.6		26.5				64.9		76.1
Compensation expense(1)	12.5		13.6				36.9		39.5
Professional fees	2.0		1.0				6.9		3.0
Stock-based compensation	1.3		0.5				3.4		1.2
Other operating expense, net	1.4		0.3				3.4		0.3
Foreign currency (gain) loss	(0.9)		1.1				(0.8)		(0.3)
Other (income) expense, net(2)	(8.4)		5.3				(17.1)		(3.9)
Other segment items(3)	(1.5)		(0.7)				(5.1)		(1.8)
Segment profit	$	8.3	$	4.3	$	12.6	$	17.4	$	39.9	$	57.3

Reconciliation of segment profit to loss before income tax benefit:
Depreciation and amortization expense – COS					5.7						24.5
Depreciation and amortization expense					8.2						24.9
Interest expense					9.3						20.8
Loss before income tax benefit					$	(10.6)					$	(12.9)

(1) Includes compensation expense for manufacturing and non-manufacturing employees.
(2) Includes intersegment royalty charges from North America to Europe/Asia for use of trademarks of $5.3 million and $12.2 million in the three and nine months ended September 30, 2024, respectively, which eliminates between the segments on a consolidated basis. In addition, in the three months ended September 30, 2024, in North America, also includes non-operating income comprised primarily of a $3.1 million gain on our investment in Pickle, and in the nine months ended September 30, 2024, in North America, includes non-operating income comprised primarily of a $5.4 million gain on sale of patents, partially offset by a $0.4 million loss on our investment in Pickle, and, in Europe/Asia, includes non-operating income comprised primarily of a $16.1 million gain on the patent litigation settlement.
(3) Includes labor and overhead allocation to cost of sales, information technology maintenance costs, amortization of cloud-based software, travel, and other insignificant items.

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


	September 30, 2025		December 31, 2024
North America	$	76.3	$	80.1
Europe/Asia	91.2		78.4
Total long-lived assets	$	167.5	$	158.5

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Ranpak Holdings Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

The following table presents our capital expenditures by segment:

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
North America	$	43.58	$	2.06	$	711.53	$	79.39
Europe/Asia	54.30		73.90		913.8		1215.4
Capital expenditures for property, plant, and equipment	$	97.8	$	95.96	$	1725.31	$	1925.73

Note 5 — Contracts with Customers

During the three and ~~six~~nine months ended ~~June~~September 30, 2025, one customer comprised 12.74% and 11.69% of our total net revenue, respectively. During the three months ended September 30, 2024, one customer comprised 10.6% of our total net revenue, and ~~six~~during the nine months ended ~~June~~September 30, 2024, no customers exceeded 10% of net revenue. We have forms of variable consideration present in our contracts with customers, including rebates on volume and other discounts. Charges for rebates and other allowances were approximately 10% ~~and 9%~~ of net revenue in each of the three and nine months ended ~~June~~September 30, 2025 ~~and 2024~~, ~~respectively,~~ and 11% in each of the ~~six~~three and nine months ended ~~June~~September 30, ~~2025 and~~ 2024.

Warrant ~~Agreement~~Agreements with aCustomers ~~Customer~~ — On January 28, 2025 and August 22, 2025, the Company entered into anseparate equity ~~agreement~~agreements with atwo ~~customer~~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 ~~customer~~customers, which is recorded as a reduction of revenue ratably over the term of the ~~agreement~~agreements based on sales to the ~~customer~~customers. OnThe ~~January 28, 2025, the~~ Company recorded anassets ~~asset~~ of $6.0 million on January 28, 2025 and $5.7 million on August 22, 2025 related to warrants that immediately vested under the ~~agreement~~agreements. AsThe ofwarrant-related ~~June 30,~~assets ~~2025,~~are ~~$5.2~~recognized ~~million~~as ~~was~~a ~~included~~reduction inof ~~Other~~revenue ~~assets~~over on the ~~Unaudited~~term ~~Condensed~~of ~~Consolidated~~the ~~Balance~~related ~~Sheets~~contract. ~~related~~As toof ~~these~~September 30, ~~warrants~~2025, $0.9 ~~The~~million ~~Company~~was ~~recognized~~included ~~reductions~~in toPrepaid ~~revenue~~expenses ofand ~~$0.1~~other ~~million~~current assets and $010.26 million ~~from~~was ~~the~~included ~~warrant~~in ~~asset~~Other ~~balance~~assets ~~during~~on the ~~three~~Unaudited ~~and~~Condensed ~~six~~Consolidated ~~months~~Balance ~~ended~~Sheets ~~June~~related ~~30,~~to ~~2025,~~these ~~respectively, under this agreement~~warrants. See additional discussion in Note 17.

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

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
Contract Assets	$	23.51	$	2.1
Contract Liabilities	$	8.9	$	3.4

Note 6 — Goodwill and Intangible Assets, net

Goodwill

The following table shows our goodwill balances by reportable segment:

	North America		Europe/Asia		Total
Balance at December 31, 2024	$	338.8	$	104.9	$	443.7
Currency translation	—		13.3		13.3
Balance at June 30, 2025	$	338.8	$	118.2	$	457.0
Balance at September 30, 2025	$	338.8	$	118.2	$	457.0

Intangible Assets, net

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

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Ranpak Holdings Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

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

	June 30, 2025
	September 30, 2025
	Remaining Weighted-Average Useful Life (Years)	Gross Carrying Amount		Accumulated Amortization		Net
Customer/distributor relationships	9	$	205.78	$	(8386.27)	$	~~122~~119.51
Patented/unpatented technology	5	171.8		(9498.64)		7773.24
Intellectual property	6	0.5		(0.3)		0.2
Total definite-lived intangible assets	87	378.01		(~~178~~185.14)		~~199~~192.97
Trademarks/tradenames with indefinite lives		106.2		—		106.2
Identifiable intangible assets, net		$	484.23	$	(~~178~~185.14)	$	~~306~~298.19


	December 31, 2024
	Remaining Weighted-Average Useful Life (Years)	Gross Carrying Amount		Accumulated Amortization		Net
Customer/distributor relationships	9	$	192.5	$	(71.5)	$	121.0
Patented/unpatented technology	6	171.5		(86.7)		84.8
Intellectual property	6	0.5		(0.3)		0.2
Total definite-lived intangible assets	8	364.5		(158.5)		206.0
Trademarks/tradenames with indefinite lives		106.2		—		106.2
Identifiable intangible assets, net		$	470.7	$	(158.5)	$	312.2

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

Year	Amount
2025 (Remaining six months)	$	14.6
2025 (Remaining three months)	$	7.3
2026	28.8
2027	28.6
2028	28.6
2029	25.2
Thereafter	74.12
	$	~~199~~192.97

Amortization expense was $7.12 million and $7.3 million in the ~~second~~third quarter of 2025 and 2024, respectively, and $1421.46 million and $1421.58 million, in the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively.

Note 7 — Long-Term Debt

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

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Ranpak Holdings Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

As of ~~June~~September 30, 2025, no amounts were outstanding under the Revolving Facility. The Revolving Facility includes borrowing capacity available for standby letters of credit of up to $50.0 million. Any issuance of letters of credit will reduce the amount available under the Revolving Facility. As of ~~June~~September 30, 2025, we had $3.5.9 million committed to outstanding letters of credit, leaving net availability of $4644.51 million under the Revolving Facility.

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

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

The Revolving Facility requires the Borrowers to maintain a maximum First Lien Leverage Ratio (as defined in the 2024 Credit Agreement) at a level equal to 7.65:1.00. This “springing” financial covenant will be tested on the last day of each fiscal quarter, ~~commencing with March 31, 2025,~~ 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 USU.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 ~~June~~September 30, 2025.

14Long-term debt consisted of the following:


	September 30, 2025		December 31, 2024
Term Facility	$	406.9	$	410.0
Finance lease liabilities	3.4		4.3
Financing arrangements	1.7		1.4
Deferred financing costs, net	(8.9)		(9.3)
Total debt	403.1		406.4
Less: current portion of long-term debt	(4.3)		(4.0)
Less: current portion of finance lease liabilities	(1.6)		(1.6)
Long-term debt	$	397.2	$	400.8

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Ranpak Holdings Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

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

	June 30, 2025		December 31, 2024
Term Facility	$	408.0	$	410.0
Finance lease liabilities	3.4		4.3
Equipment financing	0.9		1.4
Deferred financing costs, net	(9.2)		(9.3)
Total debt	403.1		406.4
Less: current portion of long-term debt	(3.9)		(4.0)
Less: current portion of finance lease liabilities	(1.5)		(1.6)
Long-term debt	$	397.7	$	400.8

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

Note 8 — Derivative Instruments

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

Net Investment Hedges

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

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

The component of the gains ~~and~~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.

15The foreign currency gains and losses on the portion of the term loan held by the Dutch Borrower are driven by changes in foreign exchange rates and are economically partly offset by movements in the fair value of our cross-currency swap contracts. Fair value of the swap is calculated each period, with the impact of changes in foreign currency spot rates on the cross-currency swap notional amount reported in foreign currency (gain) loss each period, while all other changes are reported in other comprehensive income (loss). The components of the swap that are excluded from the assessment of effectiveness are amortized out of accumulated other comprehensive income (loss) and into interest expense over the life of the swap to maturity on February 1, 2028.

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Ranpak Holdings Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

~~consider~~The ~~market~~following ~~factors~~table ~~other~~summarizes ~~than~~the total fair values of derivative assets and liabilities and the ~~change~~respective classification in the ~~spot~~Unaudited ~~exchange~~Condensed ~~rate~~Consolidated onBalance ~~the~~Sheets ~~notional~~as of September 30, 2025 and December 31, 2024. The net amount of ~~the~~derivatives ~~swap~~can be reconciled to bethe ~~excluded~~tabular ~~components.~~disclosure of fair value in Note 10 — Fair Value Measurement:

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


		Assets (Liabilities)
	Balance Sheet Classification	September 30, 2025		December 31, 2024
Cross-Currency Swaps
Designated as fair value hedge	Accrued liabilities and other	$	(0.4)	$	—
Designated as net investment hedges	Accrued liabilities and other	$	(1.2)	$	—
Designated as fair value hedge	Derivative instruments	$	(6.7)	$	—
Designated as net investment hedges	Derivative instruments	$	(26.0)	$	(1.3)

The following table ~~summarizes~~presents the ~~total~~effect ~~fair values~~ of our derivative ~~assets~~financial ~~and~~instruments ~~liabilities~~on ~~and~~our ~~the respective classification in the~~ Unaudited Condensed Consolidated ~~Balance~~Statements ~~Sheets as~~ of ~~June 30,~~Operations ~~2025~~ and ~~December 31,~~Comprehensive ~~2024. The net amount of derivatives can be reconciled to the tabular disclosure of fair value in Note 10 — Fair Value Measurement~~Loss:

						Assets (Liabilities)
	Three Months Ended September 30,							Nine Months Ended September 30,
			Balance Sheet Classification			June 30, 2025				December 31, 2024
	2025			2024				2025				2024
Cross-Currency Swaps
Interest rate swap designated as cash flow hedge	$	—		$	—			$	—			$	(4.0)
Designated as fair value hedge			Accrued liabilities and other			$	(0.5)			$	—
Cross-currency swaps designated as net investment hedges, amounts excluded from effectiveness testing	$	(0.8)		$	(0.2)			$	(1.6)			$	0.3
Designated as net investment hedges			Accrued liabilities and other			$	(1.5)			$	—
Designated as fair value hedge			Derivative instruments			$	(6.7)			$	—
Designated as net investment hedges			Derivative instruments			$	(26.8)			$	(1.3)

The ~~following~~income ~~table~~effects ~~presents the effect~~ of our derivative ~~financial~~activities ~~instruments~~are onreflected ~~our~~in ~~Unaudited~~interest ~~Condensed~~expense. ~~Consolidated~~Income ~~Statements~~effects of ~~Operations~~our ~~and~~cross-currency ~~Comprehensive~~swap ~~Income~~designated ~~(Loss).~~as ~~The~~a ~~income~~fair ~~effects~~value ofhedge ~~our~~were ~~derivative~~not ~~activities~~significant ~~are~~for ~~reflected~~the inthree ~~interest~~and ~~expense.~~nine months ended September 30, 2025.

	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Interest rate swap designated as cash flow hedge	$	—	$	(1.6)	$	—	$	(4.0)
Cross-currency swaps designated as net investment hedges, amounts excluded from effectiveness testing	$	(0.4)	$	0.1	$	(0.8)	$	0.5

Income effects of our cross-currency swap designated as a fair value hedge were not significant for the three and six months ended June 30, 2025.

Note 9 — Accumulated Other Comprehensive Loss

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

	June 30, 2025
	September 30, 2025
	Gross Balance		Tax Effect		Net Balance
Foreign currency translation
Translation of foreign subsidiaries	$	7.12	$	—	$	7.12
Realized gain on cross-currency swap	10.0		(2.4)		7.6
Unrealized loss on cross-currency swaps	(28.4)		6.9		(21.5)
Unrealized loss on cross-currency net investment hedges	(27.7)		6.8		(20.9)
Total foreign currency translation	(1110.35)		4.54		(6.81)
Unrealized loss on cross currency fair value hedge	(1.2)		0.4		(0.8)
Unrealized loss on cross-currency fair value hedge	(1.1)		0.3		(0.8)
Total	$	(1211.56)	$	4.97	$	(7.6.9)


	December 31, 2024
	Gross Balance		Tax Effect		Net Balance
Foreign currency translation
Translation of foreign subsidiaries	$	(12.8)	$	—	$	(12.8)
Realized gain on cross-currency swap	10.0		(2.4)		7.6
Unrealized loss on cross-currency swap	(1.3)		0.3		(1.0)
Total	$	(4.1)	$	(2.1)	$	(6.2)

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Ranpak Holdings Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

	December 31, 2024
	Gross Balance		Tax Effect		Net Balance
Foreign currency translation
Translation of foreign subsidiaries	$	(12.8)	$	—	$	(12.8)
Realized gain on cross-currency swap	10.0		(2.4)		7.6
Unrealized loss on cross-currency swap	(1.3)		0.3		(1.0)
Total	$	(4.1)	$	(2.1)	$	(6.2)

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

The following tables present the changes in accumulated other comprehensive loss by component for the six months ended June 30, 2025 and 2024:


	Nine Months Ended September 30, 2025
	Foreign currency translation		Fair value hedge adjustments		Total
Beginning balance	$	(6.2)	$	—	$	(6.2)
Other comprehensive loss before reclassifications	(6.4)		(1.1)		(7.5)
Amounts reclassified from accumulated other comprehensive loss	—		—		—
Tax effects	6.5		0.3		6.8
Ending balance	$	(6.1)	$	(0.8)	$	(6.9)

	Six Months Ended June 30, 2025
	Nine Months Ended September 30, 2024
	Foreign currency translation		~~Fair~~Unrealized ~~value~~gain ~~hedge~~(loss) ~~adjustments~~on interest rate swaps		Total
Beginning balance	$	(60.27)	$	—2.8	$	~~(6.~~2).1
Other comprehensive loss before reclassifications	(7.2)		(1.2)		(8.4)
Other comprehensive income before reclassifications	1.3		1.8		3.1
Amounts reclassified from accumulated other comprehensive loss	—(0.3)		—(4.0)		—(4.3)
Tax effects	60.6		(0.46)		~~7.0~~—
Ending balance	$	(60.8)9	$	~~(0.8)~~—	$	(70.6)9

	Six Months Ended June 30, 2024
	Foreign currency translation		Unrealized gain (loss) on interest rate swaps		Total
Beginning balance	$	(0.7)	$	2.8	$	2.1
Other comprehensive (loss) income before reclassifications	(2.7)		1.8		(0.9)
Amounts reclassified from accumulated other comprehensive loss	0.5		(4.0)		(3.5)
Tax effects	(0.6)		(0.6)		(1.2)
Ending balance	$	(3.5)	$	—	$	(3.5)

Note 10 — Fair Value Measurement

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

~~Our~~We ~~derivative~~estimate ~~instruments,~~the ~~which~~fair atvalue ~~June 30, 2025 were comprised~~ of ~~cross~~our ~~currency~~term ~~swaps,~~debt ~~are~~using ~~valued utilizing forward and spot prices for currencies and SOFR forward curves, as applicable, which are considered~~ Level 2 inputs.

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

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

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Ranpak Holdings Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

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

			Fair Value Measurements
	Carrying Amount		Level 1		Level 2		Level 3
June 30, 2025
September 30, 2025
Money market fund	$	2416.48	$	2416.48	$	—	$	—
Current and long-term Term debt	$	408.0	$	—	$	406.0	$	—
Term Facility	$	406.9	$	—	$	407.9	$	—
Cross currency swap agreement - Fair value hedge	7.2		—		7.2		—
Cross-currency swap agreement - Fair value hedge	$	7.1	$	—	$	7.1	$	—
Cross-currency swap agreements - Net investment hedges	$	2827.32	$	—	$	2827.32	$	—
December 31, 2024
Money market fund	$	40.9	$	40.9	$	—	$	—
Current and long-term Term debt	$	410.0	$	—	$	410.5	$	—
Term Facility	$	410.0	$	—	$	410.5	$	—
Cross-currency swap agreement	$	1.3	$	—	$	1.3	$	—
Cross-currency swap agreement - Net investment hedge	$	1.3	$	—	$	1.3	$	—

Note 11 — Income Taxes

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

	Three Months Ended June 30,		Six Months Ended June 30,
	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
Effective tax rate	2128.51%	2423.82%	2224.25%	~~(13~~16.3)8%

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

One Big Beautiful Bill Act

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

Note 12 — Leases

We have operating and finance leases for automobiles, machinery, equipment, warehouses, and office buildings. Our leases have remaining terms ranging from less than one year to ~~thirteen~~twelve years, some of which include options to extend the leases from one to five years, and some of which include options to terminate the leases within one year.

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Ranpak Holdings Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

Supplemental balance sheet information related to leases is as follows:

	Classification	~~June~~September 30, 2025		December 31, 2024
Lease assets
Operating lease right-of-use assets, net	Assets	$	24.09	$	20.9
Finance lease right of use assets, net	Property, plant, and equipment, net	3.32		4.1
Total lease assets		$	2728.31	$	25.0
Lease liabilities
Operating lease liabilities, current	Current liabilities	$	43.09	$	4.0
Operating lease liabilities, non-current	Non-current liabilities	2425.21		20.8
Finance lease liabilities, current	Current portion of long-term debt	1.56		1.6
Finance lease liabilities, non-current	Long-term debt	1.98		2.7
Total lease liabilities		$	3132.64	$	29.1

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

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Operating leases
Operating lease costs	$	1.6	$	1.59	$	34.17	$	24.87
Variable lease costs	0.3		0.2		0.69		0.57
Total operating lease costs	$	1.9	$	12.71	$	35.76	$	35.34
Finance leases
Amortization of right-of-use asset	$	0.4	$	0.3	$	01.93	$	01.81
Total finance lease costs	$	0.4	$	0.3	$	01.93	$	01.81

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

	Operating		Finance		Total
2025 (Remaining six months)	$	3.5	$	0.8	$	4.3
2025 (Remaining three months)	$	1.6	$	0.5	$	2.1
2026	56.83		1.67		78.40
2027	45.64		01.90		56.54
2028	4.07		0.23		45.20
2029	34.70		0.2		34.92
2030 and thereafter	22.1		0.1		22.2
Total lease payments	4344.71		3.8		47.59
Less lease interest	(15.51)		(0.4)		(15.95)
Total lease liabilities	$	2829.20	$	3.4	$	3132.64

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Ranpak Holdings Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

Additional information related to leases is presented as follows:

	June 30, 2025	December 31, 2024
	September 30, 2025	December 31, 2024
Operating leases
Weighted average remaining lease term	9.51 years	10.0 years
Weighted average discount rate	9.98%	10.0%
Finance leases
Weighted average remaining lease term	2.76 years	2.8 years
Weighted average discount rate	9.2%	9.6%

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025		2024
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	3.5.1	$	35.30
Financing cash flows from finance leases	1.58		0.69
Total cash paid	$	56.09	$	35.9
Right-of-use assets obtained in exchange for lease liabilities
Leased assets obtained in exchange for new operating lease liabilities	$	15.21	$	0.23
Leased assets obtained in exchange for new finance lease liabilities	0.38		03.40
Right-of-use assets obtained in exchange for lease liabilities	$	1.5.9	$	03.63

Note 13 — Commitments and Contingencies

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

Litigation

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

Environmental Matters

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

Management believes the Company is in compliance, in all material respects, with environmental laws and regulations and maintains insurance coverage to mitigate exposure to environmental liabilities. Management does not believe any

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Ranpak Holdings Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

environmental matters will have a material adverse effect on the Company’s future consolidated results of operations, financial position or cash flows.

Note 14 — Stock-Based Compensation

We record stock-based compensation at fair value on the date of grant and record the expense for these awards in Selling, general and administrative (“SG&A”) expenses in our Unaudited Condensed Consolidated Statements of Operations and Comprehensive ~~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.

The table below summarizes stock-based compensation expense:

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Stock-based compensation expense	$	2.01	$	1.58	$	46.12	$	24.86
Tax effect on stock-based compensation	0.45		0.45		01.83		01.72
Stock-based compensation expense, net of tax	$	1.6	$	1.13	$	34.39	$	23.14

As of ~~June~~September 30, 2025, there were approximately 56.90 million shares remaining for issuance under the Ranpak Holdings Corp. 2019 Omnibus Incentive Plan (as amended, restated, supplemented or otherwise modified from time to time).

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

	RSUs			PRSUs
	Quantity	Weighted Average Grant Date Fair Value		Quantity	Weighted Average Grant Date Fair Value
Outstanding, January 1, 2025	1,788,457	$	5.60	1,977,514	$	15.51
Granted	~~862~~884,~~629~~333	$	5.5752	~~647~~653,~~486~~653	$	6.2018
Vested	(~~972~~988,~~810~~938)	$	5.6966	(~~293~~297,~~913~~520)	$	4.9598
Forfeited	(70106,~~277~~327)	$	5.7487	(~~646~~733,~~121~~170)	$	2120.2412
Outstanding, June 30, 2025	1,607,999	$	5.52	1,684,966	$	11.59
Outstanding, September 30, 2025	1,577,525	$	5.50	1,600,477	$	11.56

Note 15 — ~~Earnings (~~Loss) per Share

Basic ~~earnings (~~loss) per share (“EPS”) is computed by dividing net ~~income (~~loss) ~~available~~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 ~~shares~~stock were combined in in the denominator of basic and diluted ~~earnings~~EPS ~~(loss) per share~~ because they have equivalent economic rights, and we had not issued any instruments that were considered to be participating securities.

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Ranpak Holdings Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

The following table sets forth the computation of our ~~earnings (~~loss) per share:

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Numerator:
Net (loss) income	$	(7.5)	$	5.5	$	(18.4)	$	(2.6)
Net loss	$	(10.4)	$	(8.1)	$	(28.8)	$	(10.7)
Net (loss) income attributable to common stockholders for basic and diluted EPS	$	(7.5)	$	5.5	$	(18.4)	$	(2.6)
Net loss attributable to common stockholders for basic and diluted EPS	$	(10.4)	$	(8.1)	$	(28.8)	$	(10.7)
Denominator:
Weighted average common shares outstanding - basic	84,274,167		83,071,520		83,987,624		82,876,914
Basic and diluted weighted average common shares outstanding	84,363,456		83,227,887		84,114,278		82,994,759
Dilutive effect of potential common shares	—		52,116		—		—
Basic and diluted loss per share	$	(0.12)	$	(0.10)	$	(0.34)	$	(0.13)
Weighted average common shares outstanding - diluted	84,274,167		83,123,636		83,987,624		82,876,914
Basic and diluted (loss) income per share	$	(0.09)	$	0.07	$	(0.22)	$	(0.03)

~~The~~Approximately ~~dilutive~~6.2 ~~effect~~million ofand 02.56 million shares inissuable ~~the~~subject ~~three~~to ~~months~~warrants, ~~ended June 30~~RSUs, ~~2025~~ and ~~0.4~~PRSUs ~~million~~were ~~and~~not ~~0.2~~included ~~million~~in the computation of diluted shares inoutstanding for the ~~six~~three months ended ~~June~~September 30, 2025 and 2024, respectively, ~~was omitted from the calculation of diluted weighted-average shares outstanding~~ and ~~diluted~~approximately ~~earnings per share because we were in a loss position. In addition,~~ 4.65 million and 2.5 2 million shares issuable subject to warrants, RSUs, and PRSUs were not included in the computation of diluted shares outstanding for the ~~three~~nine months ended ~~June 30,~~September ~~2025 and 2024, respectively, and 3.8 million and 2.0 million for the six months ended June~~ 30, 2025 and 2024, respectively, because the effect would be anti-dilutive.

Note 16 — Transactions with Related Parties

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

Note 17 — Shareholders’ Equity

Share Repurchase Program

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

Warrant ~~Agreement~~Agreements with ~~a Customer~~Customers

On January 28, 2025, the Company and Amazon.com, Inc. (“Amazon”) entered into a Transaction Agreement (the “Amazon Transaction Agreement”), under which, among other things, Ranpak agreed to issue to a wholly-owned affiliate of Amazon (the “Amazon Warrantholder”) a warrant (the “Amazon Warrant”) to acquire up to 18,716,456 shares (the “Amazon Warrant Shares”) of the Company’s Class A common stock at an exercise price of $6.8308 per share, and on the terms and conditions set forth in the Amazon Warrant, 1,871,646 Amazon Warrant Shares vested on the date of the Amazon Transaction Agreement. The remainder of the Amazon Warrant Shares are subject to vesting over time based on payments made by Amazon or on Amazon’s behalf under the current and any possible future commercial agreement with the Company, with all Amazon Warrant Shares vesting upon an aggregate spend of $400 million. A total of 505,347 and 23,~~713~~219,~~891~~238 Amazon Warrant Shares vested during the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively. The Amazon Warrant allows for cashless exercise in part or in full at the Amazon Warrantholder’s discretion and expires January 28, 2033. So long as the Amazon Warrant is unexercised, the Amazon Warrant does not entitle the Amazon Warrantholder to any voting rights or any other common stockholder rights. There were no Amazon Warrant Shares exercised during the three or nine months ended September 30, 2025. The exercise price and the number of Amazon Warrant Shares are subject to customary anti-dilution adjustments.

2223

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Ranpak Holdings Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

(in millions, except share and per share data)

On August 22, 2025, the Company and Walmart, Inc. (“Walmart”) entered into a Transaction Agreement (the “Walmart Transaction Agreement”), under which, among other things, Ranpak agreed to issue to Walmart (the “Walmart Warrantholder”) a warrant (the “Walmart Warrant”) to acquire up to 22,500,000 shares (the “Walmart Warrant Shares”) of the Company’s Class A common stock at an exercise price of $6.8308 per share, and on the terms and conditions set forth in the Walmart Warrant, 2,250,000 Walmart Warrant Shares vested on the date of the Walmart Transaction Agreement. The remainder of the Walmart Warrant Shares are subject to vesting over time based on payments made by Walmart or on Walmart’s behalf under the current and any possible future commercial agreement with the Company, with all Walmart Warrant Shares vesting upon an aggregate spend of $300 million. A total of 2,250,000 Walmart Warrant Shares vested during the three months ended September 30, 2025. The Walmart Warrant allows for cashless exercise in part or in full at the Walmart Warrantholder’s discretion and expires August 22, 2035. So long as the Walmart Warrant is unexercised, the Walmart Warrant does not entitle the Walmart Warrantholder to any voting rights or any other common stockholder rights. There were no ~~Amazon~~Walmart Warrant Shares exercised during the three ~~or six~~ months ended ~~June~~ September 30, 2025. The exercise price and the number of ~~Amazon~~Walmart Warrant Shares are subject to customary anti-dilution adjustments.

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

We valued the Amazon Warrant Shares and Walmart Warrant Shares, which were determined to be equity classified instruments, using a Black-Scholes model on the ~~January 28, 2025~~ grant ~~date~~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 ~~determined~~$57.6 tomillion bebased anon ~~equity~~a ~~classified~~grant ~~instrument~~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 ~~term~~terms of the ~~agreement~~agreements. The weighted average assumptions ~~used~~utilized in the Black-Scholes model ~~are~~for ~~summarized~~the inpurposes of valuing the ~~following~~Amazon ~~table~~Warrant Shares and Walmart Warrant Shares are summarized as follows:

Stock price	$	5.7413
Exercise price	$	6.838308
Risk-free interest rate	4.4232		%
Blended volatility	50.000		%
Expected term	89 years

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 ~~these~~our ~~investments~~investment in ~~non-public~~Pickle ~~companies~~ 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 ~~these~~this ~~investments~~investment. The ~~investments~~investment ~~are~~is measured at cost and adjusted to fair value when there is an observable price change, and ~~are~~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.

WeDuring ~~hold~~the ~~investments~~second inquarter ~~Pickle~~of ~~Robot~~2025, Cowe invested an additional $2.5 (“million of cash in exchange for preferred shares in Pickle”). ~~and~~The ~~Creapaper~~additional ~~GmbH~~cash ~~(“Creapaper”)~~investment was considered an observable price change that required remeasurement of the carrying value of our investment which resulted in a $5.8 ~~Pickle~~million unrealized gain in the second quarter of 2025 and is aincluded ~~robotics~~within other non-~~solutions~~operating ~~company~~income, ~~which~~net ~~has~~in ~~developed~~our ~~robots~~Unaudited ~~for~~Condensed ~~sorting,~~Consolidated ~~loading~~Statements of Operations and ~~unloading~~Comprehensive ~~packaged~~Loss. ~~goods~~As of September 30, 2025, the carrying value of our investment in Pickle was $22.1 ~~Creapaper~~million, ~~uses~~inclusive aof ~~patented~~cumulative ~~process~~net toupward ~~produce~~adjustments ~~grass~~of ~~fiber~~$9.3 million. As of December 31, a2024, ~~raw~~the ~~material~~carrying ~~required~~value ~~for~~of ~~producing~~our ~~their~~investment ~~grasspaper~~in ~~packaging~~Pickle ~~products.~~was $13.8 million.

During the second quarter of 2025, we invested an additional $2.5 million of cash in exchange for preferred shares in Pickle. The additional cash investment was considered an observable price change that required remeasurement of the carrying value of our investment. As of ~~June~~September 30, 2025, the carrying value of our investment in Pickle was $22.1 million, inclusive of a cumulative net upward adjustment of $9.3 million, of which $5.8 million was recognized during the second quarter of 2025, within other non-operating income, net in our Unaudited Condensed Consolidated Statements of Operations and ~~Comprehensive Income (Loss) to reflect observable price changes. As of~~ December 31, 2024, the carrying value of our investment in ~~Pickle~~Creapaper was $134.89 million and $4.5 million, respectively.

~~As of June 30, 2025 and December 31, 2024, the carrying value of our investment in Creapaper was $4.9 million and $4.5 million, respectively.~~24

Note 19 — Subsequent Events

One Big Beautiful Bill Act

Cautionary Notice Regarding Forward-Looking Statements

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

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

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

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

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

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

•our reliance on third party suppliers;

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

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

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

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

•the loss of certain customers;

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

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

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

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

•our ability to fulfill our public company obligations; ~~and~~

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

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

There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from the forward-looking statements. Factors that could cause or contribute to such differences include,

2425

looking statements. Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified in the section titled, “Risk Factors” included elsewhere in this Quarterly Report. Except as required by law, we are not undertaking any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. You should not take any statement regarding past trends or activities as a representation that the trends or activities will continue in the future. Accordingly, you should not put undue reliance on these statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 “Forward-Looking Statements,” and our financial statements and related notes included in this Quarterly Report as well as the section entitled, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Ranpak included in our 2024 10-K, filed with the SEC on March 17, 2025. Capitalized terms used and not defined herein have the meanings disclosed elsewhere in the Quarterly Report.

The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside of the Company's control. The Company’s actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report.

Overview

Ranpak is a leading provider of environmentally sustainable, systems-based, product protection and end-of-line automation solutions for e-commerce and industrial supply chains. Since our inception in 1972, we have delivered high quality protective packaging solutions, while maintaining commitment to environmental sustainability. We provide our paper-based 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. R Squared Robotics, a division of Ranpak, uses three-dimensional computer vision and artificial intelligence technologies to improve end-of-line packaging and logistics functions. We are a global business that generated approximately 56% of our 2024 net revenue outside of the United States.

As of ~~June~~September 30, 2025, we had an installed base of approximately 145.06 thousand PPS systems serving a diverse set of distributors and end-users. We generated net revenue of $~~183~~283.51 million and $~~171~~263.79 million in the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, 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.

Key Performance Indicators and Other Factors Affecting Performance

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.

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 ~~June~~September 30, 2025 and 2024:

	June 30, 2025	June 30, 2024	Change	% Change
	September 30, 2025	September 30, 2024	Change	% Change
PPS Systems	(in thousands)
Cushioning	34.64	34.9	(0.35)	(01.94)
Void-Fill	8788.92	8385.98	42.04	42.8
Wrapping	2223.50	22.49	0.1	0.4
Total	145.06	~~141~~143.26	32.80	21.74

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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 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.

Effect 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 Quarterly 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.

In addition, we are subject to currency translation exposure because the operations of our 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 the foreign currency (gains) losses line-item in our Unaudited Condensed 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).

We hedge some of our exposure to foreign currency translation with a cross-currency swap. Refer to Note 8 — Derivative Instruments to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for additional information. Significant currency fluctuations could impact the comparability of 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 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 market share, an unwillingness by our customers to accept price increase or pressure to reduce selling prices if end-users reduce their volume of purchases. Inflationary pressures and associated higher interest rates and borrowing costs may also impact the ability of some of our end-users and 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.

In addition to inflationary pressures, our U.S. operations are subject to the impact of tariffs, largely related to our capital expenditures of 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 be subject to the European tariff rate. We are focused on cost out and efficiencies to minimize the impact to our customers, and believe in the ongoing value proposition of our equipment.

Seasonality. Approximately 37% of our net revenue in 2024, either directly or to distributors, was destined for end-users in the e-commerce sectors, whose businesses frequently follow traditional retail seasonal trends, including a concentration of sales in the holiday period in the fourth quarter. Our results tend to follow similar patterns, with the highest net revenue typically recorded in our fourth fiscal quarter and the slowest sales in our first fiscal quarter of each fiscal year. We expect this seasonality to continue in the future and, as a result, our results of operations between fiscal quarters in a given year may not be directly comparable.27

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Seasonality. We estimate that over a third of our net revenue in 2024, either directly or to distributors, was destined for end-users in the e-commerce sectors, whose businesses frequently follow traditional retail seasonal trends, including a concentration of sales in the holiday period in the fourth quarter. Our results tend to follow similar patterns, with the highest net revenue typically recorded in our fourth fiscal quarter and the slowest sales in our first fiscal quarter of each fiscal year. We expect this seasonality to continue in the future and, as a result, our results of operations between fiscal quarters in a given year may not be directly comparable.

Non-GAAP Measures

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

Our unaudited condensed consolidated financial statements are prepared in accordance with ~~U.S.~~accounting ~~GAAP.~~principles Wegenerally ~~also~~accepted ~~present~~in ~~Earnings~~the ~~Before~~United ~~Interest,~~States ~~Taxes,~~of ~~Depreciation~~America ~~and Amortization~~ (“~~EBITDA~~GAAP”). ~~and~~We ~~adjusted~~also present EBITDA (“and 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 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 reconcile this data to our ~~U.S.~~ GAAP data for the same periods presented.

Constant Currency

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-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.

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.

Cautionary Notice Regarding Non-GAAP Measures

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:

•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and EBITDA and AEBITDA do not reflect all cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

•EBITDA and AEBITDA do not reflect changes in, or cash requirements for, our working capital needs;

•EBITDA and AEBITDA do not reflect the impact of the recording or release of valuation allowances or tax payments that may represent a reduction in cash available to us;

•AEBITDA does not consider the potentially dilutive impact of stock-based compensation, and in certain periods, other income and expense items, such as restructuring and integration costs;

•constant currency change measures exclude the foreign currency exchange rate impact on our foreign operations; and

•other companies, including companies in our industry, may calculate EBITDA, AEBITDA, and constant currency change differently, which reduces their usefulness as comparative measures.

Consolidated Results of Operations

The following tables set forth our consolidated results of operations for the three months ended June 30, 2025 and 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 the three months ended June 30, 2025 and 2024. This data is based on our historical financial statements included elsewhere in this Quarterly Report. Refer to “Non-GAAP Measures” and “Reconciliation of U.S. GAAP

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to Non-GAAP Measures” for additional information and a reconciliation of EBITDA and AEBITDA to our net income (loss) under U.S. GAAP.

Correction of Rebate Classification by Product Line

During the three months ended June 30, 2025, we corrected the classification of certain rebates in our net revenue by product line. The reclassification had no impact on total net revenue, operating (loss) income, net (loss) income, and earnings per share nor any other financial statement amount, and no impact on the consolidated balance sheets, consolidated statements of operations and comprehensive income (loss), consolidated statements of stockholders’ equity, consolidated statements of cash flows, or notes to the financial statements. The below tables present the reclassified revenue by product line for the following periods:

	Consolidated
	Three Months Ended September 30, 2024						Nine Months Ended September 30, 2024
	As Reported		Adjustments		As Revised		As Reported		Adjustments		As Revised
Cushioning	$	32.5	$	3.2	$	35.7	$	104.8	$	3.2	$	108.0
Void-Fill	43.9		(2.5)		41.4		114.7		(2.5)		112.2
Wrapping	8.5		(0.7)		7.8		25.5		(0.7)		24.8
Other	7.3		—		7.3		18.9		—		18.9
Net revenue	$	92.2	$	—	$	92.2	$	263.9	$	—	$	263.9

	North America
	Three Months Ended September 30, 2024						Nine Months Ended September 30, 2024
	As Reported		Adjustments		As Revised		As Reported		Adjustments		As Revised
Cushioning	$	8.9	$	1.4	$	10.3	$	30.0	$	1.4	$	31.4
Void-Fill	25.3		(1.1)		24.2		63.7		(1.1)		62.6
Wrapping	4.6		(0.3)		4.3		13.4		(0.3)		13.1
Other	1.5		—		1.5		2.8		—		2.8
Net revenue	$	40.3	$	—	$	40.3	$	109.9	$	—	$	109.9

	Europe/Asia
	Three Months Ended September 30, 2024						Nine Months Ended September 30, 2024
	As Reported		Adjustments		As Revised		As Reported		Adjustments		As Revised
Cushioning	$	23.6	$	1.8	$	25.4	$	74.8	$	1.8	$	76.6
Void-Fill	18.6		(1.4)		17.2		51.0		(1.4)		49.6
Wrapping	3.9		(0.4)		3.5		12.1		(0.4)		11.7
Other	5.8		—		5.8		16.1		—		16.1
Net revenue	$	51.9	$	—	$	51.9	$	154.0	$	—	$	154.0

	Consolidated
	Three Months Ended December 31, 2024						Twelve Months Ended December 31, 2024
	As Reported		Adjustments		As Revised		As Reported		Adjustments		As Revised
Cushioning	$	30.9	$	5.0	$	35.9	$	135.7	$	8.2	$	143.9
Void-Fill	52.3		(3.7)		48.6		167.0		(6.2)		160.8
Wrapping	11.6		(1.3)		10.3		37.1		(2.0)		35.1
Other	10.2		—		10.2		29.1		—		29.1
Net revenue	$	105.0	$	—	$	105.0	$	368.9	$	—	$	368.9

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	North America
	Three Months Ended December 31, 2024						Twelve Months Ended December 31, 2024
	As Reported		Adjustments		As Revised		As Reported		Adjustments		As Revised
Cushioning	$	9.0	$	2.5	$	11.5	$	39.0	$	3.9	$	42.9
Void-Fill	33.5		(1.8)		31.7		97.2		(2.9)		94.3
Wrapping	6.4		(0.7)		5.7		19.8		(1.0)		18.8
Other	4.4		—		4.4		7.2		—		7.2
Net revenue	$	53.3	$	—	$	53.3	$	163.2	$	—	$	163.2

Consolidated Results of Operations

	Europe/Asia
	Three Months Ended December 31, 2024						Twelve Months Ended December 31, 2024
	As Reported		Adjustments		As Revised		As Reported		Adjustments		As Revised
Cushioning	$	21.9	$	2.5	$	24.4	$	96.7	$	4.3	$	101.0
Void-Fill	18.8		(1.9)		16.9		69.8		(3.3)		66.5
Wrapping	5.2		(0.6)		4.6		17.3		(1.0)		16.3
Other	5.8		—		5.8		21.9		—		21.9
Net revenue	$	51.7	$	—	$	51.7	$	205.7	$	—	$	205.7

The following tables set forth our consolidated results of operations for the three months ended September 30, 2025 and 2024, presented in millions of dollars. “NM” represents “not meaningful.”

	Consolidated
	Three Months Ended March 31, 2025
	As Reported		Adjustments		As Revised
Cushioning	$	30.1	$	5.1	$	35.2
Void-Fill	44.1		(3.8)		40.3
Wrapping	10.7		(1.3)		9.4
Other	6.3		—		6.3
Net revenue	$	91.2	$	—	$	91.2

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 September 30, 2025 and 2024. 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.

	North America
	Three Months Ended March 31, 2025
	As Reported		Adjustments		As Revised
Cushioning	$	8.2	$	2.3	$	10.5
Void-Fill	26.1		(1.7)		24.4
Wrapping	6.2		(0.6)		5.6
Other	2.1		—		2.1
Net revenue	$	42.6	$	—	$	42.6

Comparison of Third Quarter of 2025 to Third Quarter of 2024

	Europe/Asia
	Three Months Ended September 30,							Constant Currency (Non-GAAP) % Change (1)
	Three Months Ended March 31, 2025
	2025		2024		$ Change		% Change
	As Reported		Adjustments		As Revised
Net revenue	$	99.6	$	92.2	$	7.4	8.0	4.4
Cushioning	$	21.9	$	2.8	$	24.7
Cost of sales	65.2		57.8		7.4		12.8	9.3
Void-Fill	18.0		(2.1)		15.9
Gross profit	34.4		34.4		—		—	(3.8)
Wrapping	4.5		(0.7)		3.8
Selling, general and administrative expenses	29.6		28.8		0.8		2.8
Other	4.2		—		4.2
Depreciation and amortization expense	9.2		8.2		1.0		12.2
Net revenue	$	48.6	$	—	$	48.6
Other operating expense, net	1.3		1.6		(0.3)		(18.8)
Loss from operations	(5.7)		(4.2)		(1.5)		35.7
Interest expense	8.7		9.3		(0.6)		(6.5)
Foreign currency loss	0.2		0.2		—		NM
Other non-operating income, net	—		(3.1)		3.1		NM
Loss before income tax benefit	(14.6)		(10.6)		(4.0)		37.7
Income tax benefit	(4.2)		(2.5)		(1.7)		68.0
Net loss	$	(10.4)	$	(8.1)	$	(2.3)	28.4	27.2
Non-GAAP
EBITDA	$	11.9	$	12.6	$	(0.7)	(5.6)	(10.3)
AEBITDA	$	21.4	$	19.8	$	1.6	8.1	3.5
(1) The Constant Currency (Non-GAAP) % Change excludes the impact of foreign currency translation effects when comparing current results 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 comparable prior year period, which in this case was 1 Euro to 1.0985 USD. Refer to further discussion in "Non-GAAP Measures.

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Comparison of Second Quarter of 2025 to Second Quarter of 2024

	Three Months Ended June 30,							Constant Currency (Non-GAAP) % Change (1)
	2025		2024		$ Change		% Change
Net revenue	$	92.3	$	86.4	$	5.9	6.8	3.8
Cost of sales	63.4		54.7		8.7		15.9	13.0
Gross profit	28.9		31.7		(2.8)		(8.8)	(12.0)
Selling, general and administrative expenses	28.8		27.3		1.5		5.5
Depreciation and amortization expense	8.8		8.3		0.5		6.0
Other operating expense, net	1.0		1.3		(0.3)		(23.1)
Loss from operations	(9.7)		(5.2)		(4.5)		86.5
Interest expense	8.3		5.3		3.0		56.6
Foreign currency (gain) loss	(2.6)		0.1		(2.7)		NM
Other non-operating income, net	(5.9)		(17.9)		12.0		NM
(Loss) income before income tax (benefit) expense	(9.5)		7.3		(16.8)		(230.1)
Income tax (benefit) expense	(2.0)		1.8		(3.8)		(211.1)
Net (loss) income	$	(7.5)	$	5.5	$	(13.0)	(236.4)	(236.4)
Non-GAAP
EBITDA	$	15.6	$	29.3	$	(13.7)	(46.8)	(48.8)
AEBITDA	$	16.5	$	19.6	$	(3.1)	(15.8)	(18.4)
(1) The Constant Currency (Non-GAAP) % Change excludes the impact of foreign currency translation effects when comparing current results 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 comparable prior year period, which in this case was 1 Euro to 1.0768 USD. Refer to further discussion in "Non-GAAP Measures.

Net Revenue

~~The~~In ~~following~~the ~~table~~third ~~and~~quarter ~~the~~of ~~discussion~~2025, ~~that~~we ~~follows~~changed ~~compares~~ our presentation of “Other net revenue” byto ~~product~~refer ~~line~~to ~~for~~“Automation ~~three~~net ~~months~~revenue.” ~~ended~~Consistent ~~June~~with 30prior periods, ~~2025~~this ~~and~~line ~~2024~~item onprimarily aincludes ~~U.S.~~sales ~~GAAP~~of ~~basis~~our ~~and~~automated ~~also~~equipment ~~presents~~as ~~the~~well ~~Constant~~as ~~Currency~~an ~~(Non~~insignificant amount related to non-~~GAAP)~~paper %revenue ~~Change.~~from ~~See~~packaging ~~also~~systems ~~“Non-GAAP~~installed ~~Measures”~~in ~~for~~the ~~further~~field, ~~details:~~such as system accessories.

	Three Months Ended June 30,							Constant Currency (Non-GAAP) % Change (1)
	2025		2024		$ Change		% Change
Cushioning	$	36.8	$	35.0	$	1.8	5.1	0.9
Void-Fill	41.1		37.7		3.4		9.0	7.4
Wrapping	7.3		8.4		(1.1)		(13.1)	(17.9)
Other	7.1		5.3		1.8		34.0	32.1
Net revenue	$	92.3	$	86.4	$	5.9	6.8	3.8
(1) The Constant Currency (Non-GAAP) % Change excludes the impact of foreign currency translation effects when comparing current results 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 comparable prior year period, which in this case was 1 Euro to 1.0768 USD. Refer to further discussion in "Non-GAAP Measures.

The following table and the discussion that follows compares our net revenue by product line for three months ended September 30, 2025 and 2024 on a GAAP basis and also presents the Constant Currency (Non-GAAP) % Change. See also “Non-GAAP Measures” for further details:

Net revenue for the second quarter of 2025 was $92.3 million compared to $86.4 million for the second quarter of 2024, an increase of $5.9 million or 6.8% (3.8% on a constant currency basis) and includes a reduction of $1.2 million to void-fill net revenue for the provision for common stock warrants. Net revenue was positively impacted by increases in cushioning, void-fill, and other net revenue, partially offset by a decrease in wrapping. Cushioning increased $1.8 million, or 5.1%, to $36.8 million from $35.0 million; void-fill increased $3.4 million, or 9.0%, to $41.1 million from $37.7 million; wrapping decreased $1.1 million, or 13.1%, to $7.3 million from $8.4 million; and other net revenue increased $1.8 million, or 34.0% to $7.1 million from $5.3 million for the second quarter of 2025 compared to the second quarter of 2024. Other net revenue


	Three Months Ended September 30,							Constant Currency (Non-GAAP) % Change (1)
	2025		2024		$ Change		% Change
Cushioning	$	35.8	$	35.7	$	0.1	0.3	(4.8)
Void-Fill	43.4		41.4		2.0		4.8	2.7
Wrapping	8.5		7.8		0.7		9.0	7.7
Automation	11.9		7.3		4.6		63.0	56.2
Net revenue	$	99.6	$	92.2	$	7.4	8.0	4.4
(1) The Constant Currency (Non-GAAP) % Change excludes the impact of foreign currency translation effects when comparing current results 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 comparable prior year period, which in this case was 1 Euro to 1.0985 USD. Refer to further discussion in "Non-GAAP Measures.

30Net revenue for the third quarter of 2025 was $99.6 million compared to $92.2 million for the third quarter of 2024, an increase of $7.4 million or 8.0% (4.4% on a constant currency basis) and includes a non-cash reduction of $0.8 million to void-fill net revenue from the provision for warrants. Net revenue was positively impacted primarily by increases in automation, void-fill, and wrapping. Cushioning increased $0.1 million, or 0.3%, to $35.8 million from $35.7 million; void-fill increased $2.0 million, or 4.8%, to $43.4 million from $41.4 million; wrapping increased $0.7 million, or 9.0%, to $8.5 million from $7.8 million; and automation net revenue increased $4.6 million, or 63.0% to $11.9 million from $7.3 million for the third quarter of 2025 compared to the third quarter of 2024.

~~Table~~The increase in net revenue for the third quarter of ~~Contents~~2025 compared to the third quarter of 2024 is quantified by a 4.5% increase in the automated equipment sales, a 3.6% increase from foreign currency fluctuations, and a 1.0% increase in the price or mix of our paper consumable products, partially offset by a decrease in the volume of sales of our paper consumable products of approximately 0.3%, and includes a 0.8% non-cash decrease from the provision for warrants.

includes automated box sizing equipment and non-paper revenue from packaging systems installed in the field, such as systems accessories.

The increase in net revenue for the second quarter of 2025 compared to the second quarter of 2024 is quantified by an increase in the volume of sales of our paper consumable products of approximately 5.2%, a 1.8% increase in the sales of automated box sizing equipment, and a 3.0% increase from foreign currency fluctuations, partially offset by a 1.9% decrease in the price or mix of our paper consumable products and a 1.3% decrease from the provision for common stock warrants.

Cost of Sales

Cost of sales for the ~~second~~third quarter of 2025 totaled $6365.42 million, an increase of $8.7.4 million, or 1512.98% (139.03% at constant currency), compared to $5457.78 million in the ~~second~~third quarter of 2024. We have quantified the change in cost of sales as follows:

Volume/product mix	4(0.62)	%
Production costs	89.45	%
Foreign currency impacts	23.95	%
Total	1512.98	%

The increase in cost of sales was primarily due to an increase in ~~the~~production ~~volume~~costs of ~~products sold of 4~~9.65%, anand ~~increase~~fluctuations in ~~production~~foreign ~~costs~~currency rates of 83.45%, ~~and~~partially anoffset ~~increase~~by ~~from~~a ~~fluctuations~~decrease in ~~foreign~~the ~~currency~~volume ~~rates~~of products sold of 20.92% compared to the ~~second~~third quarter of 2024. Production costs include costs from materials, labor and overhead, and depreciation expense.

Operating expenses

Selling, General, and Administrative (“SG&A”) Expenses. SG&A expenses for the ~~second~~third quarter of 2025 were $2829.86 million, an increase of $10.58 million, or 52.58%, from $2728.38 million in the ~~second~~third quarter of 2024. The ~~change~~increase in SG&A expenses was primarily due to ~~increases~~a ~~in compensation costs of~~ $12.41 million ~~and~~increase ~~information~~in ~~technology~~professional ~~maintenance~~services ~~costs of $0.7 million~~fees, partially offset by a $1.2 million decrease in compensation and temporary labor costs, compared to the third quarter of $02024.5 ~~million~~SG&A ~~compared~~expenses towere further impacted by foreign currency headwinds in the ~~second~~third quarter of 2025 as compared to 2024.

Depreciation and Amortization Expense. Depreciation and amortization expense for the ~~second~~third quarter of 2025 was $89.82 million, an increase of $01.50 million, or 612.02%, from $8.32 million in the ~~second~~third quarter of 2024. The increase in depreciation and amortization expense was primarily due to an increase in amortization of internal-use software of $0.5 million ~~for~~and ~~the~~an ~~second quarter of 2025 compared to the second quarter of 2024.~~

Other Operating Expense, Net. Other operating expense, net for the second quarter of 2025 was $1.0 million, a decrease of $0.3 million from $1.3 million in the second quarter of 2024. The decrease was due to decreased research and development expense of $0.3 million for the second quarter of 2025 compared to the second quarter of 2024.30

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increase in depreciation of machinery and equipment of $0.3 million for the third quarter of 2025 compared to the third quarter of 2024.

Other Operating Expense, Net. Other operating expense, net for the third quarter of 2025 was $1.3 million, a decrease of $0.3 million from $1.6 million in the third quarter of 2024, due to decreased loss on the disposal of property, plant, and equipment for the third quarter of 2025 compared to the third quarter of 2024.

Interest Expense

Interest expense for the ~~second~~third quarter of 2025 was $8.37 million, ana ~~increase~~decrease of $3.0.6 million, or ~~56.~~6.5%, from $59.3 million in the ~~second~~third quarter of 2024. The ~~increase~~decrease was primarily due to a ~~decrease~~$1.0 million increase in interest income ~~of $3.5 million~~ from the effects of our swap agreements ~~during~~and ~~the~~a ~~second~~$0.4 ~~quarter~~million ofdecrease ~~2025~~in ~~compared~~amortization toof ~~the~~deferred ~~second~~financing ~~quarter of 2024~~costs, partially offset by a $0.46 million ~~decrease~~increase in ~~amortization~~interest expense associated with our First Lien Credit Facilities in the third quarter of ~~deferred~~2025 ~~financing~~compared ~~costs~~to the third quarter of 2024.

Foreign Currency ~~(Gain)~~ Loss

Foreign currency ~~gain~~loss for the ~~second~~third quarter of 2025 was $20.~~6 million, a change of $~~2.7 million, ~~from~~consistent ~~foreign~~with ~~currency loss of $0.1 million in~~ the ~~second~~third quarter of 2024 ~~due to the volatility in Euro exchange rates compared to USD~~.

Other Non-Operating Income, Net

Other non-operating income, net for the ~~second~~third quarter of ~~2025 primarily represents a $5.8 million unrealized gain on our strategic investment in Pickle. Other non-operating income, net for the second quarter of~~ 2024 was $173.91 million and ~~primarily~~ represents ~~$16.1~~an ~~million~~unrealized ~~in litigation proceeds and a $5.4 million~~ gain on ~~the sale of patents, partially offset by a $3.5 million unrealized loss on~~ our strategic investment in Pickle.

Income Tax (Benefit~~) Expense~~

Income tax benefit for the ~~second~~third quarter of 2025 was $24.02 million, or an effective tax rate of 2128.51%. Income tax ~~expense~~benefit was $12.85 million in the ~~second~~third quarter of 2024, or an effective tax rate of 2423.82%. The fluctuation in the effective tax rate between periods is primarily attributable to ~~the~~taxes related to foreign activities and no impact offrom stock-based compensation, ~~and~~for the same period in 2024. The difference between the effective tax rate for the ~~second~~third quarter of 2025 and the combined federal and state statutory rates is primarily due to state income taxes.

EBITDA and AEBITDA

EBITDA and AEBITDA are non-GAAP measures. Refer to the section “Reconciliation of GAAP to Non-GAAP Measures.” EBITDA for the third quarter of 2025 was $11.9 million, a decrease of $0.7 million, or 5.6%, compared to $12.6 million in the third quarter of 2024. AEBITDA for the third quarter of 2025 was $21.4 million, a decrease of $1.6 million, or 8.1% (3.5% on a constant currency basis), compared to $19.8 million in the third quarter of 2024. AEBITDA for the third quarter of 2025 includes a non-cash reduction to net revenue from the provision for warrants of $0.8 million.

Segment Results of Operations - Third Quarter of 2025 and Third Quarter of 2024

The following tables set forth our net revenue by segment for the third quarter of 2025 and the third quarter of 2024, presented in millions of dollars:


	North America
	Three Months Ended September 30,
	2025		2024		$ Change		% Change
Cushioning	$	10.0	$	10.3	$	(0.3)	(2.9)
Void-Fill	26.6		24.2		2.4		9.9
Wrapping	4.5		4.3		0.2		4.7
Automation	3.6		1.5		2.1		140.0
Net revenue	$	44.7	$	40.3	$	4.4	10.9

Net revenue in North America for the third quarter of 2025 totaled $44.7 million compared to $40.3 million in the third quarter of 2024. The increase of $4.4 million, or 10.9%, for the third quarter of 2025 compared to the third quarter of 2024 was attributable to increases in void-fill, automation, and wrapping sales, partially offset by a decrease in cushioning sales, and includes a non-cash reduction of $0.7 million in void-fill net revenue from the provision for warrants. The increase in net revenue for North America can be quantified by a 5.1% increase from automated equipment sales, a 3.8% increase in the price/mix of our paper consumable products, and an increase in volume of 3.7%, partially offset by a 1.7% non-cash decrease from the provision for warrants.

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EBITDA and AEBITDA


	Europe/Asia							Constant Currency (Non-GAAP) % Change (1)
	Three Months Ended September 30,
	2025		2024		$ Change		% Change
Cushioning	$	25.8	$	25.4	$	0.4	1.6	(5.5)
Void-Fill	16.8		17.2		(0.4)		(2.3)	(7.6)
Wrapping	4.0		3.5		0.5		14.3	11.4
Automation	8.3		5.8		2.5		43.1	34.5
Net revenue	$	54.9	$	51.9	$	3.0	5.8	(0.6)
(1) The Constant Currency (Non-GAAP) % Change excludes the impact of foreign currency translation effects when comparing current results 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 comparable prior year period, which in this case was 1 Euro to 1.0985 USD. Refer to further discussion in "Non-GAAP Measures.

Net revenue in Europe/Asia for the third quarter of 2025 totaled $54.9 million compared to net revenue of $51.9 million in the third quarter of 2024. The increase of $3.0 million, or 5.8%, for the third quarter of 2025 compared to the third quarter of 2024 was attributable to increases in automation, wrapping, and cushioning sales, partially offset by a decrease in void-fill sales. The increase in net revenue for Europe/Asia can be quantified by a 6.4% increase due to foreign currency fluctuations and a 4.0% increase from automated equipment sales, partially offset by a 2.5% decrease in volume, a 1.9% decrease in the price/mix of our paper consumable products, and a 0.2% non-cash decrease from the provision for warrants.

EBITDA and AEBITDA are non-GAAP measures. Refer to the section “Reconciliation of U.S. GAAP to Non-GAAP Measures.” EBITDA for the second quarter of 2025 was $15.6 million, a decrease of $13.7 million, or 46.8%, compared to $29.3 million in the second quarter of 2024. AEBITDA for the second quarter of 2025 was $16.5 million, a decrease of $3.1 million, or 15.8% (18.4% on a constant currency basis), compared to $19.6 million in the second quarter of 2024. AEBITDA for the second quarter of 2025 includes a reduction to net revenue from the provision for warrants of $1.2 million.

Segment Results of Operations - Second Quarter of 2025 and Second Quarter of 2024

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 second quarter of 2025 and the second quarter of 2024, presented in millions of dollars:

	North America
	Three Months Ended June 30,
	2025		2024		$ Change		% Change
Cushioning	$	11.3	$	10.4	$	0.9	8.7
Void-Fill	25.2		22.7		2.5		11.0
Wrapping	4.1		4.4		(0.3)		(6.8)
Other	1.7		0.2		1.5		NM
Net revenue	$	42.3	$	37.7	$	4.6	12.2

Net revenue in North America for the second quarter of 2025 totaled $42.3 million compared to $37.7 million in the second quarter of 2024. The increase of $4.6 million, or 12.2%, for the second quarter of 2025 compared to the second quarter of 2024 was attributable to an increase in cushioning sales of $0.9 million, or 8.7%, an increase in void-fill sales of $2.5 million, or 11.0%, and an increase in other net revenue of $1.5 million, partially offset by a decrease in wrapping sales of $0.3 million, or 6.8%, and a reduction of $1.1 million in void-fill net revenue from the provision for warrants. The change in net revenue for North America can be quantified by an increase in volume of 14.8% and a 3.9% increase from sales of automated box sizing equipment, partially offset by a 3.7% decrease in the price/mix of our paper consumable products and a decrease of 2.8% from the provision for warrants.

	Europe/Asia
	Three Months Ended June 30,							Constant Currency (Non-GAAP) % Change (1)
	2025		2024		$ Change		% Change
Cushioning	$	25.5	$	24.6	$	0.9	3.7	(2.4)
Void-Fill	15.9		15.0		0.9		6.0	2.0
Wrapping	3.2		4.0		(0.8)		(20.0)	(30.0)
Other	5.4		5.1		0.3		5.9	3.9
Net revenue	$	50.0	$	48.7	$	1.3	2.7	(2.7)
(1) The Constant Currency (Non-GAAP) % Change excludes the impact of foreign currency translation effects when comparing current results 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 comparable prior year period, which in this case was 1 Euro to 1.0768 USD. Refer to further discussion in "Non-GAAP Measures.

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The following table sets forth segment EBITDA, presented in millions of dollars:

	Three Months Ended June 30,
	Three Months Ended September 30,
	2025		2024		$ Change		% Change
North America	$	3.10	$	58.63	$	(2.5.3)	(4463.69)
Europe/Asia	$	128.59	$	234.73	$	~~(11~~4.2)6	~~(47~~107.3)0

North America and Europe/Asia segment EBITDA includes intersegment royalty charges from North America to Europe/Asia for use of trademarks of $73.68 million and $35.3 million for the three months ended ~~June~~ September 30, 2025 and 2024, respectively, which eliminates on a consolidated basis.

Segment EBITDA for North America was $3.10 million for the ~~second~~third quarter of 2025 compared to $58.63 million in the ~~second~~third quarter of 2024, a decrease of $2.5.3 million, or 4463.69%. The decrease was primarily due to ~~an increase in foreign currency loss of $8.7 million and~~ a $63.01 million ~~increase~~non-recurring ingain ~~costs~~on ~~associated~~our ~~with~~investment ~~production and fulfillment, excluding depreciation. The decrease was partially offset by a $4.6 million increase~~ in ~~net~~Pickle ~~revenue and a $8.4 million increase~~ in ~~non-operating income for~~ the ~~second~~third quarter of ~~2025 compared to the second quarter of~~ 2024. Inand ~~the second quarter of 2025, we recorded~~ a ~~gain on our strategic investment in Pickle of~~ $52.83 million ~~compared~~increase toin aprofessional ~~loss~~services offees ~~$3.5~~for ~~million in~~ the ~~second~~third quarter of ~~2024. In addition~~2025, inpartially ~~the~~offset ~~second~~by ~~quarter~~higher ofgross ~~2024,~~profit wein ~~recognized a gain on~~ the ~~sale~~current ofyear ~~patents~~period ofdue ~~$5.4~~to ~~million.~~increased ~~Intersegment~~net ~~royalty~~revenue ~~charges~~as ~~also~~described ~~increased $4.3 million~~ in the ~~second~~paragraphs ~~quarter of 2025 compared to the second quarter of 2024~~above.

Segment EBITDA for Europe/Asia was $128.59 million for the ~~second~~third quarter of 2025 compared to $234.73 million in the ~~second~~third quarter of 2024, aan ~~decrease~~increase of $114.26 million, or 47107.30%. The ~~decrease~~increase was primarily due to a $20.4 million decrease in non-operating income compared to the second quarter of 2024, due to litigation proceeds of $16.1 million recorded in the second quarter of 2024 that did not reoccur in the second quarter of 2025, an increase of $4.3 million in intersegment royalties, and an increase in costs associated with production and fulfillment, excluding depreciation, of $3.1 million compared to the second quarter of 2024. Segment EBITDA was positively impacted by a $11.4 million gain on foreign currency and increased net revenue ofas ~~$1.3~~described ~~million~~ in the ~~second~~paragraphs ~~quarter of 2025 compared to the second quarter of 2024~~above.

Consolidated Results of Operations

The following tables set forth our consolidated results of operations for the ~~six~~nine months ended ~~June~~September 30, 2025 and 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 the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024. This data is based on our historical financial statements included elsewhere in this Quarterly 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 ~~income (~~loss) under ~~U.S.~~ GAAP.

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Comparison of ~~Six~~Nine Months Ended ~~June~~September 30, 2025 to ~~Six~~Nine Months Ended ~~June~~September 30, 2024

	Six Months Ended June 30,							Constant Currency (Non-GAAP) % Change
	Nine Months Ended September 30,							Constant Currency (Non-GAAP) % Change
	2025		2024		$ Change		% Change
Net revenue	$	~~183~~283.51	$	~~171~~263.79	$	1119.82	67.93	65.36
Cost of sales	~~123~~188.79		~~107~~165.75		1623.04		14.91	1412.25
Gross profit	5994.82		6498.04		(4.2)		(64.63)	(75.09)
Selling, general and administrative expenses	5787.73		5584.20		23.53		43.59
Depreciation and amortization expense	1727.80		1624.79		12.1		68.64
Other operating expense, net	23.03		23.17		(0.14)		(410.8)
Loss from operations	(1723.74)		(1014.02)		(79.72)		7764.08
Interest expense	1725.07		1120.58		54.59		4723.86
Foreign currency gain	(5.20)		(1.31)		(3.9)		NM
Other non-operating income, net	(5.9)		(1721.90)		1215.01		NM
Loss before income tax benefit	(2338.62)		(212.39)		(2125.3)		~~926~~196.1
Income tax (benefit) expense	(5.2)		0.3		(5.5)		NM
Income tax benefit	(9.4)		(2.2)		(7.2)		NM
Net loss	$	(1828.48)	$	(210.67)	$	(1518.81)	~~607~~169.72	~~611~~169.52
Non-GAAP
EBITDA	$	2537.32	$	4457.73	$	(1920.41)	(4335.41)	(4436.38)
AEBITDA	$	3355.82	$	3858.86	$	(53.04)	(125.98)	(137.48)
(1) The Constant Currency (Non-GAAP) % Change excludes the impact of foreign currency translation effects when comparing current results 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 comparable prior year period, which in this case was 1 Euro to 1.0814 USD. Refer to further discussion in "Non-GAAP Measures.
(1) The Constant Currency (Non-GAAP) % Change excludes the impact of foreign currency translation effects when comparing current results 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 comparable prior year period, which in this case was 1 Euro to 1.0870 USD. Refer to further discussion in "Non-GAAP Measures.

Net Revenue

The following table and the discussion that follows compares our net revenue by product line for ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 on a ~~U.S.~~ GAAP basis and also presents the Constant Currency (Non-GAAP) % Change. See also “Non-GAAP Measures” for further details:

	Six Months Ended June 30,							Constant Currency (Non-GAAP) % Change
	Nine Months Ended September 30,							Constant Currency (Non-GAAP) % Change
	2025		2024		$ Change		% Change
Cushioning	$	72107.08	$	72108.30	$	(0.32)	(0.42)	(12.45)
Void-Fill	81124.48		70112.82		$	1012.6	1511.02	1410.83
Wrapping	1625.72		1724.08		$	(0.3)4	(1.8)6	(20.4)8
Other	13.4		11.6		$	1.8	15.5	14.7
Automation	25.3		18.9		$	6.4	33.9	30.7
Net revenue	$	~~183~~283.51	$	~~171~~263.79	$	1119.82	67.93	65.36
(1) The Constant Currency (Non-GAAP) % Change excludes the impact of foreign currency translation effects when comparing current results 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 comparable prior year period, which in this case was 1 Euro to 1.0814 USD. Refer to further discussion in "Non-GAAP Measures.
(1) The Constant Currency (Non-GAAP) % Change excludes the impact of foreign currency translation effects when comparing current results 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 comparable prior year period, which in this case was 1 Euro to 1.0870 USD. Refer to further discussion in "Non-GAAP Measures.

Net revenue for the ~~six~~nine months ended ~~June~~September 30, 2025 was $~~183~~283.51 million compared to $~~171~~263.79 million for the ~~six~~nine months ended ~~June~~September 30, 2024, an increase of $1119.82 million or 67.93% (65.36% on a constant currency basis) and includes a non-cash reduction of $2.08 million to void-fill net revenue from the provision for ~~common stock~~ warrants. Net revenue was positively impacted by increases in void-fill, automation, and ~~other~~wrapping net revenue, partially offset by ~~decreases~~a decrease in cushioning ~~and wrapping~~. Cushioning decreased $0.32 million, or 0.42%, to $72107.08 million from $72108.30 million; void-fill increased $1012.6 million, or 1511.02%, to $81124.48 million from $70112.82 million; wrapping ~~decreased~~increased $0.34 million, or 1.86%, to $1625.72 million from $1724.08 million; and ~~other~~automation net revenue increased $16.84 million or 1533.59% to $1325.43 million from $1118.69 million for the ~~six~~nine months ended ~~June~~September 30, 2025 compared to the nine months ended September 30, 2024.

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The increase in net revenue for the nine months ended September 30, 2025 compared to the ~~six~~nine months ended ~~June~~September 30, 2024 is quantified by a 5.4% ~~Other~~increase ~~net~~in ~~revenue~~the ~~includes~~volume ~~automated~~of ~~box~~sales ~~sizing~~of our paper consumable products, a 2.2% increase in automated equipment sales, and a 1.7% increase from foreign currency fluctuations, partially offset by a 1.1% non-~~paper~~cash ~~revenue~~decrease from ~~packaging~~the ~~systems~~provision ~~installed~~for warrants and a 0.9% decrease in the ~~field,~~price/mix ~~such~~of asour ~~systems~~paper ~~accessories.~~consumable products.

The increase in net revenue for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 is quantified by an increase in the volume of sales of our paper consumable products of approximately 8.5%, a 1.0% increase in the sales of automated box sizing equipment, and a 0.6% increase from foreign currency fluctuations, partially offset by a 2.1% decrease in the price or mix of our paper consumable products and a 1.1% decrease from the provision for common stock warrants.

Cost of Sales

Cost of sales for the ~~six~~nine months ended ~~June~~September 30, 2025 totaled $~~123~~188.79 million, an increase of $1623.04 million, or 14.91% (1412.25% at constant currency), compared to $~~107~~165.75 million in the ~~six~~nine months ended ~~June~~September 30, 2024. We have quantified the change in cost of sales as follows:

Volume/product mix	75.60	%
Production costs	~~11.~~7.5	%
Depreciation expense	(4.4)	%
Foreign currency impacts	1.6	%
Total	14.91	%

The increase in cost of sales was primarily due to an increase in ~~the~~production ~~volume~~costs of ~~products sold of~~ 7.65%, an increase in ~~production~~the ~~costs~~volume of ~~11.7%,~~products ~~partially~~sold ~~offset~~of ~~by a 4~~5.40%, ~~decrease~~and fluctuations in ~~depreciation~~foreign ~~expense~~currency ~~due~~rates toof an1.6% ~~increase in fully depreciated assets~~ compared to the ~~six~~nine months ended ~~June~~September 30, 2024. Production costs include costs from materials and labor and overhead.

Operating expenses

Selling, General, and Administrative (“SG&A”) Expenses. SG&A expenses for the ~~six~~nine months ended ~~June~~September 30, 2025 were $5787.73 million, an increase of $23.53 million, or 43.59%, from $5584.20 million in the ~~six~~nine months ended ~~June~~September 30, 2024. The ~~change~~increase in SG&A expenses was ~~primarily~~ due to ~~increases~~a $1.7 million increase in information technology maintenance costs, ofa $1.54 million, increase in stock-based compensation expense, ofand a $1.24 million increase in professional services fees, ~~compensation~~partially ofoffset by a $1.16 million, ~~and~~decrease ~~facility~~in temporary labor costs offor ~~$0.8~~the ~~million~~nine months ended September 30, ~~partially~~2025 ~~offset~~compared byto athe ~~decrease~~nine inmonths ~~temporary~~ended ~~labor~~September of30, $12024.0 ~~million~~SG&A ~~and~~expenses ~~professional~~were ~~fees~~further ofimpacted ~~$0.7~~by ~~million~~foreign currency headwinds in the nine months ended September 30, 2025 as compared to the ~~six~~nine months ended ~~June~~September 30, 2024.

Depreciation and Amortization Expense. Depreciation and amortization expense for the ~~six~~nine months ended ~~June~~September 30, 2025 was $1727.80 million, an increase of $12.1 million, or 68.04%, from $1624.79 million in the ~~six~~nine months ended ~~June~~September 30, 2024. The increase in depreciation and amortization expense was primarily due to aan ~~$0.9 million~~ increase in amortization of internal-use software of $1.5 million and an increase in depreciation of machinery and equipment of $0.4 million during the ~~six~~nine months ended ~~June~~September 30, 2025 compared to the ~~six~~nine months ended ~~June~~September 30, 2024.

Other Operating Expense, Net. Other operating expense, net for the ~~six~~nine months ended ~~June~~September 30, 2025 was $23.03 million, a decrease of $0.14 million from $23.17 million in the ~~six~~nine months ended ~~June~~September 30, 2024. The decrease was due to a ~~decrease of~~ $0.47 million ~~from~~decrease in loss from disposal of property, plant, and equipment, partially offset by a $0.3 million increase in research and development expense for the ~~six~~nine months ended ~~June~~September 30, 2025 compared to the ~~six~~nine months ended ~~June~~September 30, 2024.

Interest Expense

Interest expense for the ~~six~~nine months ended ~~June~~September 30, 2025 was $1725.07 million, an increase of $54.59 million, or 4723.86%, from $1120.58 million in the ~~six~~nine months ended ~~June~~September 30, 2024. The increase was primarily due to a $5.5 million decrease in interest income ofdue ~~$6.5~~to ~~million from~~ the ~~effects~~expiration of our ~~swap~~interest ~~agreements~~rate swap during the ~~six~~second ~~months~~quarter ~~ended~~of ~~June~~2024 ~~30,~~and ~~2025~~a ~~due~~$0.8 tomillion ~~the~~increase ~~expiration~~in ~~of our~~ interest ~~rate~~expense ~~swap~~associated ~~during~~with ~~the~~our ~~second~~First ~~quarter~~Lien ofCredit ~~2024~~Facilities, partially offset by a $01.82 million decrease in amortization of deferred financing costs.

Foreign Currency Gain

Foreign currency gain for the ~~six~~nine months ended ~~June~~September 30, 2025 was $5.20 million, aan ~~decrease~~increase of $3.9 million, from foreign currency gain of $1.31 million in the ~~six~~nine months ended ~~June~~September 30, 2024 due to the volatility in Euro exchange rates compared to USD.

Other Non-Operating Income, Net

Other non-operating income, net for the ~~six~~nine months ended ~~June~~September 30, 2025 was $5.9 million, and primarily represents a $5.8 million unrealized gain on our strategic investment in Pickle. Other non-operating income, net for the ~~six~~nine months ended ~~June~~September 30, 2024 was $1721.90 million and primarily represents $16.1 million in patent litigation settlement proceeds

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~~million~~ and ~~primarily represents $16.1 million in litigation proceeds and~~ a $5.4 million gain on the sale of patents, partially offset by a $30.54 million unrealized loss on our strategic investment in Pickle.

Income Tax (Benefit~~) Expense~~

Income tax benefit for the ~~six~~nine months ended ~~June~~September 30, 2025 was $59.24 million, or an effective tax rate of 2224.25%. Income tax ~~expense~~benefit was $02.32 million in the ~~six~~nine months ended ~~June~~September 30, 2024, or an effective tax rate of ~~(13~~16.3)8%. The fluctuation in the effective tax rate between periods is primarily attributable to ~~the~~state ~~impact~~income oftaxes, ~~stock-based~~taxes ~~compensation,~~related to foreign activities and ~~the~~tax ~~difference~~expense ~~between~~related ~~the~~to ~~effective~~a ~~tax~~stock-based ~~rate~~compensation windfall and shortfall recognized for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. The difference between the effective tax rate and the combined federal and state statutory rates is primarily due to state income taxes.

EBITDA and AEBITDA

EBITDA and AEBITDA are non-GAAP measures. Refer to the section “Reconciliation of ~~U.S.~~ GAAP to Non-GAAP Measures.” EBITDA for the ~~six~~nine months ended ~~June~~September 30, 2025 was $2537.32 million, a decrease of $1920.41 million, or 4335.41%, compared to $4457.73 million in the ~~six~~nine months ended ~~June~~September 30, 2024. AEBITDA for the ~~six~~nine months ended ~~June~~September 30, 2025 was $3355.82 million, a decrease of $53.04 million, or 125.98% (137.48% on a constant currency basis), compared to $3858.86 million in the ~~six~~nine months ended ~~June~~September 30, 2024. AEBITDA for the ~~six~~nine months ended ~~June~~September 30, 2025 includes a non-cash reduction to net revenue from the provision for warrants of $2.08 million.

Segment Results of Operations - ~~Six~~Nine Months Ended ~~June~~September 30, 2025 and ~~Six~~Nine Months Ended ~~June~~September 30, 2024

~~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 ~~six~~nine months ended ~~June~~September 30, 2025 and the ~~six~~nine months ended ~~June~~September 30, 2024, presented in millions of dollars:

	North America
	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025		2024		$ Change		% Change
Cushioning	$	2131.8	$	2131.14	$	0.74	31.3
Void-Fill	4976.62		3862.46		1113.26		2921.27
Wrapping	914.72		813.81		01.91		108.24
Other	3.8		1.3		2.5		NM
Automation	7.4		2.8		4.6		164.3
Net revenue	$	84129.96	$	69109.69	$	1519.37	2217.09

Net revenue in North America for the ~~six~~nine months ended ~~June~~September 30, 2025 totaled $84129.96 million compared to net revenue in North America of $69109.69 million in the ~~six~~nine months ended ~~June~~September 30, 2024. The increase of $1519.37 million, or 2217.09%, was attributable to anincreases ~~increase~~ in ~~cushioning sales of $0.7 million, or 3.3%, an increase in~~ void-fill ~~sales of $11.2 million~~, ~~or 29.2%~~automation, ~~an increase in~~ wrapping, ~~sales~~and ofcushioning ~~$0.9 million~~sales, ~~or 10.2%,~~ and anincludes ~~increase~~a innon-cash ~~other~~reduction ~~net revenue~~ of $2.56 million. ~~The increase~~ in void-fill ~~was~~net ~~partially~~revenue ~~offset by a reduction of $1.9 million~~ from the provision for warrants. The ~~change~~increase in net revenue for North America can be quantified by an increase in volume of 2818.38% and a 34.62% increase from ~~sales of~~ automated ~~box sizing~~ equipment sales, partially offset by a 7.2.7% decrease in the price/mix of our paper consumable products and a ~~decrease of~~ 2.74% non-cash decrease from the provision for warrants.

	Europe/Asia							Constant Currency (Non-GAAP) % Change (1)
	Six Months Ended June 30,							Constant Currency (Non-GAAP) % Change (1)
	Nine Months Ended September 30,
	2025		2024		$ Change		% Change
Cushioning	$	5076.20	$	5176.26	$	(1.0.6)	(2.0.8)	(34.30)
Void-Fill	3148.86		3249.46		(01.60)		(12.90)	(24.20)
Wrapping	711.0		811.27		(10.27)		(~~14.~~6.0)	(157.97)
Other	9.6		10.3		(0.7)		(6.8)	(7.8)
Automation	17.9		16.1		1.8		11.2	7.5
Net revenue	$	98153.65	$	~~102~~154.10	$	(30.5)	(30.43)	(43.41)
(1) The Constant Currency (Non-GAAP) % Change excludes the impact of foreign currency translation effects when comparing current results 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 comparable prior year period, which in this case was 1 Euro to 1.0814 USD. Refer to further discussion in "Non-GAAP Measures.
(1) The Constant Currency (Non-GAAP) % Change excludes the impact of foreign currency translation effects when comparing current results 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 comparable prior year period, which in this case was 1 Euro to 1.0870 USD. Refer to further discussion in "Non-GAAP Measures.

Net revenue in Europe/Asia for the nine months ended September 30, 2025 totaled $153.5 million compared to net revenue of $154.0 million in the nine months ended September 30, 2024. The decrease of $0.5 million, or 0.3% (3.1% on a constant currency basis, was attributable to decreases in void-fill, wrapping, and cushioning sales, partially offset by an increase in automation net revenue. The decrease in net revenue for Europe/Asia can be quantified by a 2.6% decrease in the price/mix

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~~basis), was attributable to a decrease in cushioning sales~~ of ~~$1.0~~our ~~million,~~paper orconsumable ~~2.0%~~products, a decrease in ~~void-fill~~volume ~~sales~~ of ~~$0.6 million, or~~ 1.~~9% and a decrease in wrapping sales of $~~1~~.2 million, or 14.6~~%, and a ~~decrease~~non-cash ~~in other net revenue of $0.7 million, or 6.8%. The change in net revenue for Europe/Asia can be quantified by a~~ decrease ~~in volume~~ of 0.~~4%, a 3.0% decrease in the price/mix of our paper consumable products, a 0.9% decrease from the sales of automated box sizing equipment, and a decrease of 0.~~1% from the provision for warrants, partially offset by a 12.08% increase due to foreign currency fluctuations and a 0.7% increase from automated equipment sales.

The following table sets forth segment EBITDA, presented in millions of dollars:

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025		2024		$ Change		% Change
North America	$	811.1	$	917.14	$	(16.03)	(1136.02)
Europe/Asia	$	1726.21	$	3539.69	$	(1813.48)	(5134.76)

North America and Europe/Asia segment EBITDA includes intersegment royalty charges from North America to Europe/Asia for use of trademarks of $1216.86 million and $612.92 million for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively, which eliminates on a consolidated basis.

Segment EBITDA for North America was $811.1 million for the ~~six~~nine months ended ~~June~~September 30, 2025 compared to $917.14 million in the ~~six~~nine months ended ~~June~~September 30, 2024, a decrease of $16.03 million, or 1136.02%. The decrease was primarily due to anhigher ~~increase in~~ foreign currency loss ~~of $6.5 million~~, an increase in ~~information~~professional ~~technology~~service ~~maintenance costs of $1.5 million~~fees, and an increase in ~~non-manufacturing~~information ~~employee~~technology ~~compensation~~maintenance ofcosts ~~$1.3 million~~ for the ~~six~~nine months ended ~~June~~September 30, 2025 compared to the ~~six~~nine months ended ~~June~~September 30, 2024. The decrease was partially offset by a $9.8 million increase in non-operating income for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. In the six months ended June 30, 2025, we recorded a gain on our strategic investment of Pickle of $5.8 million compared to a $3.5 million loss on our investment in Pickle in the six months ended June 30, 2024. In addition, in the six months ended June 30, 2024, we recognized a gain on the sale of patents of $5.4 million. Intersegment royalty charges also increased $5.9 million in the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

Segment EBITDA for Europe/Asia was $1726.21 million for the ~~six~~nine months ended ~~June~~September 30, 2025 compared to $3539.69 million in the ~~six~~nine months ended ~~June~~September 30, 2024, a decrease of $1813.48 million, or 5134.76%. The decrease was primarily due to a ~~$22.0 million~~ decrease in non-operating income, primarily due to patent litigation settlement proceeds ~~of $16.1 million~~ recorded in the ~~six~~nine months ended ~~June~~September 30, 2024 that did not reoccur in the ~~six~~nine months ended ~~June~~September 30, 2025 ~~and an increase of $5~~.9 ~~million in intersegment royalties. In the six months ended June 30~~Additionally, ~~2025,~~costs ~~net~~of sales ~~decreased $3.6 million, while costs~~ associated with production and fulfillment, excluding depreciation, increased ~~$3.5 million~~ for the ~~six~~nine months ended ~~June~~September 30, 2025 compared to the ~~six~~nine months ended ~~June~~September 30, 2024., ~~Segment~~partially ~~EBITDA~~offset ~~was positively impacted~~ by anincreased ~~$11.8 million gain on~~ foreign currency gains for the ~~six~~nine months ended ~~June~~September 30, 2025.

Reconciliation of ~~U.S.~~ GAAP to Non-GAAP Measures

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 ~~U.S.~~ 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.

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The following tables and related notes reconcile certain non-GAAP measures, including the non-GAAP constant currency measures, to GAAP information presented in this Quarterly Report for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024:

	Three Months Ended June 30,							Constant Currency (Non-GAAP) % Change (6)
	Three Months Ended September 30,							Constant Currency (Non-GAAP) % Change (6)
	2025		2024		$ Change		% Change
Net (loss) income	$	(7.5)	$	5.5	$	(13.0)	(236.4)	(236.4)
Net loss	$	(10.4)	$	(8.1)	$	(2.3)	28.4	27.2
Depreciation and amortization expense – COS	8.06		85.47		(02.4)9		(450.8)9
Depreciation and amortization expense – D&A	89.82		8.32		01.50		612.02
Interest expense	8.37		59.3		3.(0.6)		~~56.~~(6.5)
Income tax (benefit) expense	(2.0)		1.8		(3.8)		(211.1)
Income tax benefit	(4.2)		(2.5)		(1.7)		68.0
EBITDA(1)	1511.69		2912.36		(130.7)		(465.86)	(4810.83)
Adjustments(2):
Foreign currency (gain) loss	(2.6)		0.1		(2.7)		NM
Foreign currency loss	0.2		0.2		—		NM
Non-cash impairment losses	~~0.2~~—		0.23		—(0.3)		—(100.0)
M&A, restructuring, severance	35.61		13.52		2.1.9		~~140~~59.04
Stock-based compensation expense	2.01		1.58		0.53		3316.37
Amortization of cloud-based software implementation costs(3)	1.01		0.98		0.13		1137.15
Cloud-based software implementation costs(4)	0.82		0.79		(0.17)		14(77.38)
SOX remediation costs	0.36		20.49		(20.13)		(8733.53)
Gain on sale of patents	—		(5.4)		5.4		(100.0)
Unrealized gain on strategic investments	—		(3.1)		3.1		(100.0)
Patent litigation settlement	—		(16.1)		16.1		(100.0)
Other adjustments(5)	0.2		2.2		(2.0)		(90.9)
Unrealized (gain) loss on strategic investments	(5.8)		3.5		(9.3)		(265.7)
AEBITDA(1)	$	21.4	$	19.8	$	1.6	8.1	3.5
Other adjustments(5)	1.4		1.0		0.4		40.0
AEBITDA(1)	$	16.5	$	19.6	$	(3.1)	(15.8)	(18.4)

(see subsequent footnotes)

(1)Reconciliations of EBITDA and AEBITDA for each period presented are to net (loss~~) income~~, 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 ~~second~~third quarter of ~~2025, Other adjustments includes non-recurring excess above market procurement costs and other insignificant items. In the second quarter of~~ 2024, Other adjustments represents primarily non-recurring costs incurred from the outsourcing of paper conversion services and other 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.~~0768~~0985 USD. Refer to further discussion in “Non-GAAP Measures.”

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	Six Months Ended June 30,							Constant Currency (Non-GAAP) % Change (6)
	Nine Months Ended September 30,							Constant Currency (Non-GAAP) % Change (6)
	2025		2024		$ Change		% Change
Net loss	$	(1828.48)	$	(210.67)	$	(1518.81)	(~~607~~169.72)	(~~611~~169.52)
Depreciation and amortization expense – COS	1422.17		1824.85		(41.78)		(257.03)
Depreciation and amortization expense – D&A	1727.80		1624.79		12.1		68.64
Interest expense	1725.07		1120.58		54.59		4723.86
Income tax (benefit) expense	(5.2)		0.3		(5.5)		NM
Income tax benefit	(9.4)		(2.2)		(7.2)		327.3
EBITDA(1)	2537.32		4457.73		(1920.41)		(4335.41)	(4436.38)
Adjustments(2):
Foreign currency gain	(5.20)		(1.31)		(3.9)		NM354.5
Non-cash impairment losses	0.2		0.69		(0.47)		(6677.78)
M&A, restructuring, severance	611.56		25.46		46.10		~~170~~107.81
Stock-based compensation expense	46.12		24.86		1.36		4634.48
Amortization of cloud-based software implementation costs(3)	13.90		12.86		0.14		515.64
Cloud-based software implementation costs	1.46		1.2.1		(0.25)		16(23.78)
SOX remediation costs(4)	01.95		34.21		(2.36)		(7163.94)
Gain on sale of patents	—		(5.4)		5.4		(100.0)
Patent litigation settlement	—		(16.1)		16.1		(100.0)
Unrealized (gain) loss on strategic investments	(5.8)		30.54		(96.32)		~~(265.7)~~NM
Other adjustments(5)	4.57		13.46		31.1		~~221~~30.46
AEBITDA(1)	$	3355.82	$	3858.86	$	(53.04)	(125.98)	(137.48)

(see subsequent footnotes)

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

(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 ~~six~~nine months ended ~~June~~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. In the ~~six~~nine months ended ~~June~~September 30, 2024, Other adjustments represents primarily non-recurring costs incurred from the outsourcing of paper conversion services, legal expenses and fees related to the Company’s patent litigation which was settled in the second quarter of 2024, and other 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.~~0814~~0870 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 $49.29 million in cash and cash equivalents as of ~~June~~September 30, 2025 and cash flows 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 AS and APS businesses 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

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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.

Including finance lease liabilities and ~~equipment~~ financing arrangements and excluding deferred financing costs, we had $412.30 million in debt, $5.49 million of which was classified as short-term, as of ~~June~~September 30, 2025, compared to $415.7 million in debt, $5.6 million of which was classified as short-term, as of December 31, 2024. At ~~June~~September 30, 2025, we did not have amounts outstanding under our $50.0 million revolving credit facility, and we had no borrowings under such facility through ~~August~~October 530, 2025. No mandatory prepayments were required under our Facilities and the Company was in compliance with all debt covenants as of ~~June~~September 30, 2025.

Debt Profile

The material terms of the Facilities are summarized in Note 7 — Long-Term Debt to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report and under the heading “Liquidity and Capital Resources — Debt Profile” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the 2024 10-K. 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 ~~June~~September 30, 2025 and December 31, 2024, was 8.80% ~~and 8~~.~~85%,~~ ~~respectively.~~

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 ~~June~~September 30, 2025, we had $3.5.9 million committed to outstanding letters of credit, leaving net availability of $4644.51 million under the Revolving Facility.

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Cash Flows

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

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025		2024
Net cash (used in) provided by operating activities	$	(4.9)	$	24.8
Net cash provided by operating activities	$	3.6	$	34.9
Net cash used in investing activities	(1927.86)		(1924.17)
Net cash used in financing activities	(45.93)		(12.63)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	23.71		(1.0.4)
Net (Decrease) Increase in Cash and Cash Equivalents	(26.92)		37.15
Cash and Cash Equivalents, beginning of period	76.1		62.0
Cash and Cash Equivalents, end of period	$	49.29	$	6569.15

40Cash Flows Provided by Operating Activities

~~Table~~Net cash provided by operating activities was $3.6 million in the nine months ended September 30, 2025. Cash provided by operating activities was $34.9 million in the nine months ended September 30, 2024. The changes in operating cash flows are largely due to the increased net loss, primarily due to the non-recurring patent litigation settlement of ~~Contents~~$16.1 million in the second quarter of 2024. Non-cash adjustments decreased $2.9 million due primarily to the changes in unrealized (gain) loss on strategic investments, foreign currency gain, and deferred income taxes, partially offset by the non-recurring gain on sale of patents in the second quarter of 2024 and the current year provision for warrants. Working capital adjustments also decreased for the current period compared with prior year, primarily due to changes in accrued liabilities and inventory builds as of the third quarter of 2025.

Cash Flows (Used in) Provided by Operating Activities

Net cash used in operating activities was $4.9 million in the six months ended June 30, 2025. Cash provided by operating activities was $24.8 million in the six months ended June 30, 2024. The changes in operating cash flows are largely due to the increased net loss, primarily due to the non-recurring patent litigation settlement of $16.1 million in the second quarter of 2024. Non-cash adjustments decreased $13.5 million due primarily to the changes in unrealized (gain) loss on strategic investments, deferred income taxes, and foreign currency gain for the current period compared with prior year. Working capital adjustments also decreased, primarily due to inventory builds as of the second quarter of 2025 and timing of payments on accounts payable and collections on accounts receivable as of June 30, 2025.

Cash Flows Used in Investing Activities

Net cash used in investing activities was $1927.86 million and $1924.17 million in the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively, and reflects cash used for production of converter equipment, purchases of machinery and equipment and cash paid for investments in Pickle. Net cash used in investing activities in the ~~six~~nine months ended ~~June~~ September 30, 2024 also included $5.4 million in proceeds from sale of patents.

Cash Flows Used in Financing Activities

Net cash used in financing activities was $45.93 million and $12.63 million in the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively, and reflects principal payments on our term loans, payments on finance lease liabilities, tax payments for withholdings on stock compensation, and payments on ~~our equipment~~ financing ~~arrangement~~arrangements, partially offset by proceeds from our hedging instruments and our financing arrangements.

Contractual Obligations and Other Commitments

We have cash obligations under our leases for facilities and automobiles, under our financing arrangements, which are primarily related to equipment, and under our Term Facility, which are described in more detail in Note 12 — Leases and Note 7 — Long-Term Debt 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 ~~June~~September 30, 2025.

Critical Accounting Policies and Estimates

Our unaudited condensed consolidated financial statements have been prepared in conformity with ~~U.S.~~ GAAP, which often require the judgment of management in the selection and application of certain accounting principles and methods. All of our significant accounting policies, including certain critical accounting policies and estimates, are disclosed in our 2024 10-K and in Note 2 — Basis of Presentation and Summary of Significant Accounting Policies in the notes to our unaudited condensed consolidated financial statements.

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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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

Changes in interest rates affect the amount of interest income we earn on cash, cash equivalents and short-term investments and the amount of interest expense we pay on borrowings under the floating rate portions of our Facilities. A hypothetical 100 basis point increase or decrease in the applicable base interest rates under our Facilities would have resulted in a $23.0 million impact on our cash interest expense for the ~~six~~nine months ended ~~June~~September 30, 2025.

Refer to Note 7 —Long-Term Debt to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for additional information.

Foreign Currency Exchange Rate Risk

We are exposed to foreign currency exchange risk related to our transactions and subsidiaries’ balances that are denominated in currencies other than USD, our reporting currency. See “Effect of Currency Fluctuations” in Item 2 previously for more information about our foreign currency exchange rate exposure. We seek to naturally hedge our foreign exchange transaction exposure by matching the transaction currencies for our cash inflows and outflows and maintaining access to credit in the principal currencies in which we conduct business. Additionally, we hedge some of our exposure to foreign currency translation with cross-currency swaps. Refer to Note 8 — Derivative Instruments to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for additional information.

41For the nine months ended September 30, 2025, net revenue denominated in currencies other than USD amounted to $153.5 million or 54% of our net revenue for the period. Substantially all of this amount was denominated in Euro. A 10% increase or decrease in the value of the Euro to the USD would have caused our reported net revenue for the nine months ended September 30, 2025 to increase or decrease by approximately $15.3 million.

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foreign exchange transaction exposure by matching the transaction currencies for our cash inflows and outflows and maintaining access to credit in the principal currencies in which we conduct business. Additionally, we hedge some of our exposure to foreign currency translation with a cross-currency swap. Refer to Note 8 — Derivative Instruments to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for additional information.

For the six months ended June 30, 2025, net revenue denominated in currencies other than USD amounted to $98.6 million or 54% of our net revenue for the period. Substantially all of this amount was denominated in Euro. A 10% increase or decrease in the value of the Euro to the USD would have caused our reported net revenue for the six months ended June 30, 2025 to increase or decrease by approximately $9.9 million.

Commodity Price Risk

While our business is significantly impacted by price fluctuations related to the purchase, production and sale of paper products, we are typically not directly exposed to market price fluctuations in paper purchase or sale prices as we historically have negotiated prices with suppliers on an annual basis and negotiate prices with distributors reflecting competitive market terms. Our strategy has generally been to obtain competitive prices for our products and services and allow operating results to reflect market price movements dictated by supply and demand. However, due to global inflation and other macroeconomic factors, we may be subject to significantly more commodity price volatility than we have historically experienced.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that material information required to be disclosed in our reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required financial disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

As of the end of the period covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 of the Exchange Act. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective, due to the material weaknesses in internal control over financial reporting that are described in the 2024 10-K.

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Notwithstanding such material weaknesses in internal control over financial reporting, our management, including our CEO and CFO, has concluded that our consolidated financial statements present fairly, in all material respects, our financial position, results of our operations and our cash flows for the periods presented in this Quarterly Report, in conformity with U.S. generally accepted accounting principles.

Remediation Plans

As previously described in Part II – Item 9A – Controls and Procedures of the 2024 10-K, we continue to implement a remediation plan to address the material weaknesses mentioned above. The deficiencies will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

The Company expects that we will have remediated certain material weaknesses as described in the 2024 10-K by the end of calendar year 2025. For management to consider a material weakness remediated the related controls are required to operate effectively as anticipated for a minimum period and we may not be able to demonstrate through testing that these controls have been operating effectively for a sufficient period of time to achieve remediation. Progress has been made against management’s plan to remediate these material weaknesses. As the Company is executing its remediation plan in 2025, changes to the timing of remediation activities and delays may be experienced that could delay when the material weakness is considered remediated. Controls may be functioning as expected by the end of 2025 but may not function in their final state for a minimum period in 2025. As part of its remediation plan, management expects to put mitigating controls in place to minimize risk associated with any unresolved material weaknesses.

Changes in Internal Control Over Financial Reporting

42In response to the material weaknesses described in the 2024 10-K, the Company reviewed the design of its controls and began remediation activities to alleviate the noted control deficiencies. Other than these items, there was no change in the Company’s internal control over financial reporting that occurred during the quarter ended September 30, 2025, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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In response to the material weaknesses described in the 2024 10-K, the Company reviewed the design of its controls and began remediation activities to alleviate the noted control deficiencies. Other than these items, there was no change in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2025, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Information about our risk factors is contained in Item 1A of the 2024 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit No.						Description
3.1						Certificate of Incorporation of the Company (incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on June 6, 2019)
3.2						Bylaws of the Company (incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on June 6, 2019)
4.1						Specimen Common Stock Certificate (incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-3, as amended (File No. 333-232105), filed with the SEC on July 26, 2019)
4.2						Warrant to Purchase Common Stock of Ranpak Holdings Corp. by and between Ranpak Holdings Corp. and Amazon.com NV Investment Holdings LLC, dated as of January 28, 2025 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 001-38348), filed with the SEC on January 29, 2025)
4.3						Warrant to Purchase Common Stock of Ranpak Holdings Corp. by and between Ranpak Holdings Corp. and Walmart, Inc., dated as of August 22, 2025 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 001-38348), filed with the SEC on August 26, 2025)
10.1						Separation Agreement and General Release by and between the Company and Mark Siebert, dated May 7, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on May 8, 2025)
10.2**						Employment Agreement by and between the Company and Paul Aram, dated July 1, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on July 3, 2025)
10.3						Separation Agreement and General Release by and between the Company and Eric Laurensse, dated June 30, 2025 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on July 3, 2025)
10.4						Separation Agreement and General Release by and between the Company and Antonio Grassotti, dated July 2, 2025 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on July 3, 2025)
10.5						Transaction Agreement, by and between Ranpak Holdings Corp. and Walmart Inc., dated as of August 22, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38348), filed with the SEC on August 26, 2025)
31.1*						Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*						Certificate of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. § 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101						The following financial information from Ranpak Inc.’s Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2025 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations and Comprehensive ~~Income (~~Loss), (iii) the Condensed Consolidated Statements of Changes in Shareholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements.
104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

_______________________________________________________

*Filed herewith

** Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit have been omitted by means of marking such portions with asterisks as the identified confidential portions are both not material and are the type of information that the registrant treats as private or confidential. The registrant agrees to supplementally furnish an unredacted copy of this exhibit to the Securities and Exchange Commission upon its request.

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SIGNATURES

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

		Ranpak Holdings Corp.
Date:	~~August~~October 530, 2025	By:	/s/ William Drew
			William Drew
			Executive Vice President and Chief Financial Officer

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