UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 23, 2021

Karat Packaging Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction

of Incorporation)

(626) 965-8882

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

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. ¨

Item 8.01. Other Events.

As previously disclosed on a Current Report on Form 8-K dated April 20, 2021, the Company completed its initial public offering (the "IPO") of 3,950,000 shares of its common stock, par value $0.001 per share (the "Common Stock"), at a price to the public of $16.00 per share on April 19, 2021. The gross proceeds to the Company from the IPO were $63,200,000, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. Pursuant to an underwriting agreement by and between the Company and Stifel, Nicolaus & Company, Incorporated, as representative of the several underwriters (the “Underwriters”), the Company granted the Underwriters an option to purchase up to an additional 592,500 shares of Common Stock solely to cover over-allotments, if any.

Subsequently, on April 23, 2021, the Underwriters exercised the over-allotment option in full, and the closing of the issuance and sale of the additional 592,500 shares of Common Stock (the “Over-Allotment Closing”) occurred on April 23, 2021, resulting in additional gross proceeds to the Company of approximately $9.5 million, less underwriting discounts and commissions.

On April 23, 2021, the Company issued a press release announcing the Over-Allotment Closing. The press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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SIGNATURES

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.

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Exhibit 99.1

Karat Packaging Inc. Announces Exercise andClosing of Over-Allotment Option

in Public Offering

CHINO, Calif., April 23, 2021 – Karat Packaging Inc. (“Karat Packaging” or the “Company”) (Nasdaq: KRT), a specialty distributor and manufacturer of environmentally-friendly disposable foodservice products and related items, today announced that the underwriters of its previously announced initial public offering (“IPO”) of 3,950,000 shares of its common stock have fully exercised their option to purchase an additional 592,500 shares of Karat Packaging common stock at the IPO price of $16.00 per share, resulting in additional gross proceeds of approximately $9.5 million, less underwriting discounts and commissions. The initial closing of the offering occurred on April 19, 2021 and the closing of the shares purchased in the over-allotment option occurred on April 23, 2021.

Stifel, William Blair and Truist Securities were lead bookrunning managers for the offering. National Securities Corporation and D.A. Davidson & Co. were co-managers. Akerman LLP served as legal counsel to Karat Packaging and McGuireWoods LLP served as legal counsel to the underwriters.

A registration statement relating to the securities sold in this offering has been filed with the Securities and Exchange Commission (the “SEC”) on Form S-1 (Reg. No. 333-253270) and was declared effective by the SEC on April 14, 2021. This registration statement can be obtained by visiting EDGAR on the SEC website at www.sec.gov.

Copies of the prospectus relating to this offering may be obtained from: Stifel, Nicolaus & Company, Incorporated, One South Street, 15^th^ Floor, Baltimore, MD 21202, Attention: Syndicate Department, Email: Syndprospectus@stifel.com; William Blair & Company, LLC, 150 North Riverside Plaza, Chicago, IL 60606, Attention: Prospectus Department, Phone: (800) 621-0687, Email: prospectus@williamblair.com; or Truist Securities, Inc., 3333 Peachtree Road NE, 9th floor, Atlanta, Georgia 30326, Attention: Prospectus Department, Email: TruistSecurities.prospectus@Truist.com.

This press release shall not constitute an offer to sell or thesolicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in whichsuch offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such stateor jurisdiction.

About Karat Packaging Inc.

Karat Packaging Inc. is a specialty distributor and manufacturer of a wide range of environmentally friendly, disposable foodservice products and related items, primarily used by national and regional restaurants and in foodservice settings throughout the United States. Its products include food and take-out containers, bags, tableware, cups, lids, cutlery, straws, specialty beverage ingredients, equipment, gloves and other products. The Company’s eco-friendly Karat Earth^®^ line offers quality, sustainably focused products that are made from renewable resources. Karat Packaging also offers customized solutions, including new product development and design, printing, and logistics services.

Cautionary Note Concerning Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement for the initial public offering filed with the SEC. Copies are available on the SEC’s website at www.sec.gov. Karat Packaging undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

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Investor Relations and Media Contact:

PondelWilkinson Inc.

Judy Lin Sfetcu or Roger Pondel

310-279-5980

karat@pondel.com