Ranpak Holdings Corp. Files 8-K with Material Agreements

TL;DR

Ranpak 8-K: Material agreement signed, equity sales, and financials filed. Watch for updates.

AI Summary

On August 22, 2025, Ranpak Holdings Corp. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing details are associated with accession number 0000950103-25-010681.

Why It Matters

This 8-K filing indicates significant corporate actions, including definitive agreements and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered sales of equity securities can introduce financial and operational risks that require careful monitoring.

Key Players & Entities

• Ranpak Holdings Corp. (company) — Registrant
• 0000950103-25-010681 (document_id) — Accession Number
• August 22, 2025 (date) — Date of Report

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share PACK New York Stock Exchang
• $6.8308 — "Common Stock") at an exercise price of $6.8308 per share, and on the terms and conditi
• $300 million — ares vesting upon an aggregate spend of $300 million (minus the price of paper procurement i
• $100 million — uch payment). The Company expects over $100 million of the spend, if made, would be allocat

Filing Documents

• dp233343_8k.htm (8-K) — 27KB
• dp233343_ex0401.htm (EX-4.1) — 138KB
• dp233343_ex1001.htm (EX-10.1) — 330KB
• 0000950103-25-010681.txt ( ) — 763KB
• pack-20250822.xsd (EX-101.SCH) — 3KB
• pack-20250822_lab.xml (EX-101.LAB) — 33KB
• pack-20250822_pre.xml (EX-101.PRE) — 22KB
• dp233343_8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry into a Material Definitive Agreement. On August 22, 2025, Ranpak Holdings Corp. ("Ranpak" or the "Company") and Walmart Inc. ("Walmart") entered into a Transaction Agreement (the "Transaction Agreement"), under which, among other things, Ranpak agreed to issue to Walmart a warrant (the "Warrant") to acquire up to 22,500,000 shares (the "Warrant Shares") of the Company's common stock ("Common Stock") at an exercise price of $6.8308 per share, and on the terms and conditions set forth in the Warrant. 2,250,000 Warrant Shares vested on the date of the Transaction Agreement. The remainder of the 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 Warrant Shares vesting upon an aggregate spend of $300 million (minus the price of paper procurement incurred by the Company and/or any of its affiliates in connection with such payment). The Company expects over $100 million of the spend, if made, would be allocated to Automation Solutions, leaving the remainder to be focused on Protective Packaging Solutions. The Warrant allows for cashless exercise in part or in full at Walmart's discretion and expires August 22, 2035. So long as the Warrant is unexercised, the Warrant does not entitle Walmart to any voting rights or any other common stockholder rights. The exercise price and the number of Warrant Shares are subject to customary anti-dilution adjustments. The Transaction Agreement includes customary registration rights relating to the Warrant Shares. The Warrant was issued, and the Warrant Shares are expected to be issued, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder. This current report on Form 8-K does not constitute an offer to sell, or a sol

02

Item 3.02. Unregistered Sales of Equity Securities. The information provided under Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Warrant is incorporated by reference into this Item 3.02.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Warrant to Purchase Common Stock of Ranpak Holdings Corp. by and between Ranpak Holdings Corp. and Walmart Inc., dated as of August 22, 2025* 10.1 Transaction Agreement, by and between Ranpak Holdings Corp. and Walmart Inc., dated as of August 22, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RANPAK HOLDINGS CORP. By: /s/ William Drew William Drew Executive Vice President and Chief Financial Officer Date: August 26, 2025

View Full Filing

View this 8-K filing on SEC EDGAR