Ranpak Holdings Corp 10-Q for FY2026 Q3
Ranpak Holdings Corp. (PACK)
10-Q
2026-10-29
For: 2026-09-30
View Original
Added on
October 29, 2026
About this 10-Q
Ranpak Holdings Corp filed this 10-Q on October 29, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Ranpak Holdings Corp. generated net revenue of $308.3 million and $283.1 million in the nine months ended September 30, 2026 and 2025, respectively. Automation net revenue rose 76.3% to $44.6 million, while AEBITDA increased 9.6% to $60.5 million. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $101.9M
- up 2.3% from $99.6M a year earlier
- Net loss
- $7.2M
- compared with a net loss of $10.4M a year earlier
- Diluted EPS
- -$0.08
- compared with -$0.12 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________
FORM 10-Q
_______________________________________________________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
Commission File Number 001-38348
_______________________________________________________________
_______________________________________________________________
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | ||||
(440 ) 354-4445
_______________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 | x | |||||||||
| Non-accelerated filer | o | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
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 October 22, 2026, the registrant had 85,786,446 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 September 30, 2026
Table of Contents
| Page | |||||
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Index to Unaudited Condensed Consolidated Financial Statements
Ranpak Holdings Corp.
Ranpak Holdings Corp.
Unaudited Condensed Consolidated Statements of Operations
and Comprehensive Loss
(in millions, except share and per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net product revenue | $ | $ | $ | $ | |||||||||||||||||||
| Machine lease revenue | |||||||||||||||||||||||
| Net revenue | |||||||||||||||||||||||
| Cost of product sales | |||||||||||||||||||||||
| Cost of leased machines | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||||||||
| Other operating expense, net | |||||||||||||||||||||||
| Loss from operations | ( | ( | ( | ||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Foreign currency loss (gain) | ( | ||||||||||||||||||||||
| Other non-operating expense (income), net | ( | ||||||||||||||||||||||
| Loss before income tax benefit | ( | ( | ( | ( | |||||||||||||||||||
| Income tax benefit | ( | ( | ( | ( | |||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Basic and diluted loss per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted average number of shares outstanding – basic and diluted | |||||||||||||||||||||||
| Other comprehensive income (loss), before tax | |||||||||||||||||||||||
| Foreign currency translation adjustments | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Cross-currency swap adjustments | ( | ( | ( | ||||||||||||||||||||
| Total other comprehensive (loss) income, before tax | ( | ( | ( | ||||||||||||||||||||
| Provision (benefit) for income taxes related to other comprehensive (loss) income | ( | ||||||||||||||||||||||
| Total other comprehensive (loss) income, net of tax | ( | ( | ( | ||||||||||||||||||||
| Comprehensive loss, net of tax | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
______________________________________________________________________
See notes to unaudited condensed consolidated financial statements.
1
Ranpak Holdings Corp.
Unaudited Condensed Consolidated Balance Sheets
(in millions, except share data)
| September 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Income tax receivable | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Operating lease right-of-use assets, net | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Deferred tax assets | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Shareholders’ Equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued liabilities and other | |||||||||||
| Current portion of long-term debt | |||||||||||
| Operating lease liabilities, current | |||||||||||
| Deferred revenue | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Deferred tax liabilities | |||||||||||
| Derivative instruments | |||||||||||
| Operating lease liabilities, non-current | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies – Note 13 | |||||||||||
| Shareholders’ equity | |||||||||||
Class A common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total shareholders’ equity | |||||||||||
| Total liabilities and shareholders’ equity | $ | $ | |||||||||
______________________________________________________________________
See notes to unaudited condensed consolidated financial statements.
2
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 Other Comprehensive Loss | Total | |||||||||||||||||||||||||||||||
| Class A | |||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Stock-based awards vested and distributed | — | ( | — | — | ( | ||||||||||||||||||||||||||||||
| Director shares issued | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Amortization of restricted stock units | — | — | — | — | |||||||||||||||||||||||||||||||
| Provision for common stock warrants | — | — | — | — | |||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Director shares issued | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Amortization of restricted stock units | — | — | — | — | |||||||||||||||||||||||||||||||
| Provision for common stock warrants | — | — | — | — | |||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Stock-based awards vested and distributed | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Director shares issued | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Amortization of restricted stock units | — | — | — | — | |||||||||||||||||||||||||||||||
| Provision for common stock warrants | — | — | — | — | |||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
See notes to unaudited condensed consolidated financial statements.
3
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 Other Comprehensive Loss | Total | |||||||||||||||||||||||||||||||
| Class A | |||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Stock-based awards vested and distributed | — | ( | — | — | ( | ||||||||||||||||||||||||||||||
| Director shares issued | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Amortization of restricted stock units | — | — | — | — | |||||||||||||||||||||||||||||||
| Initial vesting of common stock warrants | — | — | — | — | |||||||||||||||||||||||||||||||
| Provision for common stock warrants | — | — | — | — | |||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Stock-based awards vested and distributed | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Director shares issued | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Amortization of restricted stock units | — | — | — | — | |||||||||||||||||||||||||||||||
| Provision for common stock warrants | — | — | — | — | |||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Stock-based awards vested and distributed | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Director shares issued | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Amortization of restricted stock units | — | — | — | — | |||||||||||||||||||||||||||||||
| Initial vesting of common stock warrants | — | — | — | — | |||||||||||||||||||||||||||||||
| Provision for common stock warrants | — | — | — | — | |||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
______________________________________________________________________
See notes to unaudited condensed consolidated financial statements.
4
Ranpak Holdings Corp.
Unaudited Condensed Consolidated Statements of Cash Flows
(in millions)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash Flows from Operating Activities | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of deferred financing costs | |||||||||||
| Loss on disposal of property, plant, and equipment | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Foreign currency loss (gain) | ( | ||||||||||
| Stock-based compensation expense | |||||||||||
| Provision for common stock warrants | |||||||||||
| Amortization of cloud-based software implementation costs | |||||||||||
| Unrealized gain on strategic investments | ( | ||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | |||||||||||
| Inventories | ( | ||||||||||
| Income tax receivable | ( | ( | |||||||||
| Prepaid expenses and other current assets | ( | ||||||||||
| Accounts payable | ( | ||||||||||
| Accrued liabilities and other | ( | ||||||||||
| Change in other assets and liabilities | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash Flows from Investing Activities | |||||||||||
| Purchases of converter equipment | ( | ( | |||||||||
| Purchases of other property, plant, and equipment | ( | ( | |||||||||
| Cash paid for strategic investments | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash Flows from Financing Activities | |||||||||||
| Principal payments on term loans | ( | ( | |||||||||
| Proceeds from financing arrangements | |||||||||||
| Payments on financing arrangements | ( | ( | |||||||||
| Payments on finance lease liabilities | ( | ( | |||||||||
| Other financing activities, net | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Effect of Exchange Rate Changes on Cash and Cash Equivalents | ( | ||||||||||
| Net Decrease in Cash and Cash Equivalents | ( | ( | |||||||||
| Cash and Cash Equivalents, beginning of period | |||||||||||
| Cash and Cash Equivalents, end of period | $ | $ | |||||||||
See notes to unaudited condensed consolidated financial statements.
5
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. We provide our 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 have dedicated facilities in Shelton, Connecticut and the Netherlands.
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, 2025, 2024, and 2023, which are included in our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 10-K”). The three months ended September 30, 2026 and 2025 may be further referred to herein as the “third quarter” of 2026 and 2025, 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.
Use of Estimates — The preparation of condensed consolidated financial statements in conformity with 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 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 loss.
Recently Adopted Accounting Standards — In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 was effective for us for reporting periods beginning after December 15, 2025, with early adoption permitted. The standard introduces a practical expedient that permits an entity to assume current conditions as of the balance sheet date do
6
Ranpak Holdings Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
not change for the remaining life of the current accounts receivable and current contract assets. This practical expedient is available to all entities. We have elected to take the practical expedient, and the impact on the consolidated financial statements is insignificant.
Recently Issued Accounting Standards — 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 to 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 (“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 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.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) - Narrow-Scope Improvements (“ASU 2025-11”), which clarifies the scope and applicability of interim reporting requirements, provides a comprehensive list of required interim disclosures, and introduces a disclosure principle for material events occurring after the end of the last annual reporting period. ASU 2025-11 will become effective for us for interim reporting periods beginning after December 15, 2027, with early adoption permitted. We do not expect the adoption to have a material impact 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 fund, 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 $25.9 million and $19.6 million at September 30, 2026 and December 31, 2025, respectively. The fair value of our investment in a money market fund 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:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Accounts receivable | $ | $ | |||||||||
| Allowance for doubtful accounts | ( | ( | |||||||||
| Accounts receivable, net | $ | $ | |||||||||
At September 30, 2026 and December 31, 2025, we had one customer with an accounts receivable balance that represented 20.7 % and 33.2 % of our accounts receivable balance, respectively.
7
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, 2026 | December 31, 2025 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Inventories | $ | $ | |||||||||
Property, Plant, and Equipment, net — The following table details our property, plant, and equipment, net:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Land | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| Leasehold improvements | |||||||||||
| Machinery and equipment | |||||||||||
| Computer and office equipment | |||||||||||
| Converting machines | |||||||||||
| Total property, plant, and equipment | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Property, plant, and equipment, net | $ | $ | |||||||||
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 Loss was as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Cost of sales | $ | $ | $ | $ | |||||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||||||||
| Total depreciation expense | $ | $ | $ | $ | |||||||||||||||||||
Accrued Liabilities and Other – The components of accrued liabilities and other were as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Employee compensation | $ | $ | |||||||||
| Taxes | |||||||||||
| Professional fees | |||||||||||
| Bonus | |||||||||||
| Warranty reserve | |||||||||||
| Other | |||||||||||
| Accrued liabilities and other | $ | $ | |||||||||
8
Ranpak Holdings Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
Supplemental Cash Flow Information and Non-Cash Investing Activities — Supplemental cash flow information is as follows:
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Supplemental cash flow information | |||||||||||
| Interest paid | $ | $ | |||||||||
| Income taxes paid | $ | $ | |||||||||
| Non-cash investing activities | |||||||||||
| Capital expenditures in accounts payable | $ | $ | |||||||||
Note 4 — Segment Information
Our business is organized on a geographic basis. We have identified two
The following tables present segment operating results by reportable segment for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, 2026 | Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||||
| North America | Europe/Asia | Consolidated | North America | Europe/Asia | Consolidated | ||||||||||||||||||||||||||||||
| Net product revenue | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Machine lease revenue | |||||||||||||||||||||||||||||||||||
| Net revenue | |||||||||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||
| Cost of sales excluding depreciation and amortization | |||||||||||||||||||||||||||||||||||
Compensation expense(1) | |||||||||||||||||||||||||||||||||||
| Professional fees | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||||||||||||||
| Other operating expense, net | |||||||||||||||||||||||||||||||||||
| Foreign currency (gain) loss | ( | ( | |||||||||||||||||||||||||||||||||
Other (income) expense, net(2) | ( | ( | |||||||||||||||||||||||||||||||||
Other segment items(3) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Segment profit | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Reconciliation of segment profit to loss before income tax benefit: | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization expense – COS | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||||||||
| Loss before income tax benefit | $ | ( | $ | ( | |||||||||||||||||||||||||||||||
(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) Includes labor and overhead allocation to cost of sales, information technology maintenance costs, amortization of cloud-based software, travel, and other insignificant items. | |||||||||||||||||||||||||||||||||||
9
Ranpak Holdings Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
| 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 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Machine lease revenue | |||||||||||||||||||||||||||||||||||
| Net revenue | |||||||||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||
| Cost of sales excluding depreciation and amortization | |||||||||||||||||||||||||||||||||||
Compensation expense(1) | |||||||||||||||||||||||||||||||||||
| Professional fees | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||||||||||||||
| Other operating expense, net | |||||||||||||||||||||||||||||||||||
| Foreign currency loss (gain) | ( | ||||||||||||||||||||||||||||||||||
Other (income) expense, net(2) | ( | ( | |||||||||||||||||||||||||||||||||
Other segment items(3) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Segment profit | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Reconciliation of segment profit to loss before income tax benefit: | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization expense – COS | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||||||||
| Loss before income tax benefit | $ | ( | $ | ( | |||||||||||||||||||||||||||||||
(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) 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, 2026 | December 31, 2025 | ||||||||||
| North America | $ | $ | |||||||||
| Europe/Asia | |||||||||||
| Total long-lived assets | $ | $ | |||||||||
The following table presents our capital expenditures by segment:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| North America | $ | $ | $ | $ | |||||||||||||||||||
| Europe/Asia | |||||||||||||||||||||||
| Capital expenditures for property, plant, and equipment | $ | $ | $ | $ | |||||||||||||||||||
10
Ranpak Holdings Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
Note 5 — Contracts with Customers
During the three months ended September 30, 2026, no customers comprised greater than 10 % of our total net revenue. During the nine months ended September 30, 2026, one customer comprised 10.0 % of our total net revenue. During the three and nine months ended September 30, 2025, one customer comprised 12.4 % and 11.9 %, respectively, of our total 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 12 % and 11 % of net revenue in each of the three and nine months ended September 30, 2026, and approximately 10
Warrant Agreements with Customers — The Company has equity agreements with two 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 customers, which is recorded as a reduction of revenue ratably over the term of the agreements based on sales to the customers. We have certain warrant-related assets included within prepaid expenses and other current assets and other assets in the Unaudited Condensed Consolidated Balance Sheets from warrant shares that immediately vested on the grant date. The warrant-related assets are recognized ratably as a reduction of revenue over the term of the warrant agreement. The Company recognized a reduction to revenue of $0.1 0.5 million and $0.3 million during the nine months ended September 30, 2026 and 2025, respectively, from the warrant-related asset balances. See additional discussion on the warrant agreements in Note 17 — Shareholders’ Equity.
The following table summarizes the warrant-related asset balances and the respective classification in the Unaudited Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025:
| Balance Sheet Classification | September 30, 2026 | December 31, 2025 | |||||||||||||||
| Warrant-related assets - current | Prepaid expenses and other current assets | $ | $ | ||||||||||||||
| Warrant-related assets - non-current | Other assets | $ | $ | ||||||||||||||
| $ | $ | ||||||||||||||||
Automation Equipment Sales Deferred Revenue and Contract Balances — Deferred revenue primarily represents contractual amounts received from customers that exceed revenue recognized for automation equipment sales. Our enforceable contractual obligations related to automation equipment sales have durations of less than one year and are included in current liabilities on the Unaudited Condensed Consolidated Balance Sheets, as the deferred revenue is expected to be recognized within twelve months . The following table presents our contract assets and contract liabilities related to automation equipment sales:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Contract Assets | $ | $ | |||||||||
| Contract Liabilities | $ | $ | |||||||||
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, 2025 | $ | $ | $ | ||||||||||||||
| Currency translation | ( | ( | |||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | ||||||||||||||
11
Ranpak Holdings Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
Intangible Assets, net
The following tables summarize our identifiable intangible assets, net with definite and indefinite useful lives:
| September 30, 2026 | |||||||||||||||||||||||
| Remaining Weighted-Average Useful Life (Years) | Gross Carrying Amount | Accumulated Amortization | Net | ||||||||||||||||||||
| Customer/distributor relationships | $ | $ | ( | $ | |||||||||||||||||||
| Patented/unpatented technology | ( | ||||||||||||||||||||||
| Intellectual property | ( | ||||||||||||||||||||||
| Total definite-lived intangible assets | ( | ||||||||||||||||||||||
| Trademarks/tradenames with indefinite lives | — | ||||||||||||||||||||||
| Identifiable intangible assets, net | $ | $ | ( | $ | |||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Remaining Weighted-Average Useful Life (Years) | Gross Carrying Amount | Accumulated Amortization | Net | ||||||||||||||||||||
| Customer/distributor relationships | $ | $ | ( | $ | |||||||||||||||||||
| Patented/unpatented technology | ( | ||||||||||||||||||||||
| Intellectual property | ( | ||||||||||||||||||||||
| Total definite-lived intangible assets | ( | ||||||||||||||||||||||
| Trademarks/tradenames with indefinite lives | — | ||||||||||||||||||||||
| Identifiable intangible assets, net | $ | $ | ( | $ | |||||||||||||||||||
The following table shows the remaining estimated amortization expense for our definite-lived intangible assets at September 30, 2026:
| Year | Amount | |||||||
| 2026 (Remaining three months) | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| $ | ||||||||
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 September 30, 2026 and December 31, 2025 was 8.19 % and 8.42 %, respectively, and the effective interest rate was 9.30
12
Ranpak Holdings Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
As of September 30, 2026, no borrowings 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 September 30, 2026, we had $2.9 million committed to outstanding letters of credit, leaving net availability under the Revolving Facility at $47.1 million.
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 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 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 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 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) no greater than 7.65 :1.00. This “springing” financial covenant will be tested on the last day of each fiscal quarter, 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, issue disqualified stock and make guarantees; (ii) incur liens on assets; (iii) engage in mergers or consolidations or fundamental changes or asset sales; (iv) pay dividends and distributions or repurchase capital stock; (v) make investments, loans and advances, including acquisitions; (vi) amend or otherwise alter organizational documents and other material agreements; (vii) 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; (viii) prepay, redeem or purchase certain junior indebtedness; and (ix) 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 U.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 September 30, 2026.
Long-term debt consisted of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Term Facility | $ | $ | |||||||||
| Finance lease liabilities | |||||||||||
| Financing arrangements | |||||||||||
| Deferred financing costs, net | ( | ( | |||||||||
| Total debt | |||||||||||
| Less: current portion of long-term debt | ( | ( | |||||||||
| Less: current portion of finance lease liabilities | ( | ( | |||||||||
| Long-term debt | $ | $ | |||||||||
13
Ranpak Holdings Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
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 Loss. Deferred financing costs related to our term loans and our revolving facilities are included in Long-term debt and Other assets on the Unaudited Condensed Consolidated Balance Sheets, respectively.
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-for-fixed cross-currency swap contracts between the Euro and USD designated as hedges and accounted for as net investment hedges. In May 2025, we entered into a fixed-for-fixed cross-currency swap (the “May 2025 Swap”) which converted notional amounts of $80.0 million at 5.84 % for €80.0 million at 4.12 %. In July 2026, we entered into a fixed-for-fixed cross-currency swap (the “July 2026 Swap”), whereby the May 2025 Swap was effectively terminated and voluntarily de-designated. The July 2026 Swap converted notional amounts of $80.0 million at 5.84 % for €80.0 million at 4.97 % and is accounted for as a net investment hedge. The July 2026 Swap has a maturity date of September 1, 2028.
In January 2025, we entered into a variable-for-variable cross-currency swap contract between the Euro and USD to protect the value of our investments in our foreign operations against adverse changes in foreign currency exchange rates, which we designated as a hedge and accounted for as a net investment hedge (the “January 2025 Swap”). The January 2025 Swap, with notional amounts of approximately $80.0 million and €77.9 million, respectively, is settled monthly at floating rates based on SOFR plus 4.50 % and Euro Interbank Offered Rate (“EURIBOR”) plus 4.69 %, respectively, on the first of every month.
The component of the gains 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 July 2026 Swap and the January 2025 Swap that are excluded from the assessment of hedge effectiveness are recognized in interest (income) expense using an amortization method over the lives of the respective swaps through their maturity dates of September 1, 2028 and February 1, 2028, respectively, with any difference between the change in fair value of the excluded components and the amounts recognized in earnings recorded in the cumulative translation adjustment component of accumulated other comprehensive income (loss).
Fair Value Hedge
In January 2025, we entered into a variable-to-variable cross-currency swap contract to reduce the effects of changes in foreign currency from Euro to USD on the portion of the term loan held by the Dutch Borrower. The cross-currency swap, with notional amounts of $50.0 million and €47.8 million, is settled monthly at floating rates based on SOFR plus 4.50 % 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.
The foreign currency gains or 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 gains or losses 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.
14
Ranpak Holdings Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
The following table summarizes the total fair values of derivative assets and liabilities (based on Level 2 inputs, as further discussed in Note 10 — Fair Value Measurement) and the respective classification in the Unaudited Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025:
Assets (Liabilities) | ||||||||||||||||||||
| Balance Sheet Classification | September 30, 2026 | December 31, 2025 | ||||||||||||||||||
| Cross-Currency Swaps | ||||||||||||||||||||
| Designated as fair value hedge | Prepaid expenses and other current assets | $ | $ | |||||||||||||||||
| Designated as net investment hedges | Prepaid expenses and other current assets | $ | $ | |||||||||||||||||
| Designated as fair value hedge | Derivative instruments | $ | ( | $ | ( | |||||||||||||||
| Designated as net investment hedges | Derivative instruments | $ | ( | $ | ( | |||||||||||||||
Income effects of our cross-currency swap designated as a fair value hedge were not significant for the three and nine months ended September 30, 2026 and 2025. The following table presents the effect of our cross-currency swaps designated as net investment hedges on our Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| Income Statement Classification | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||
| Cross-currency swaps designated as net investment hedges, amounts excluded from effectiveness testing | Interest expense | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||
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 loss. The components of accumulated other comprehensive loss at September 30, 2026 and December 31, 2025 were as follows:
| September 30, 2026 | |||||||||||||||||
Gross Balance | Tax Effect | Net Balance | |||||||||||||||
| Foreign currency translation | |||||||||||||||||
| Translation of foreign subsidiaries | $ | $ | $ | ||||||||||||||
| Realized gain on cross-currency swaps designated as net investment hedges | ( | ||||||||||||||||
| Unrealized loss on cross-currency swaps designated as net investment hedges | ( | ( | |||||||||||||||
| Total foreign currency translation | ( | ( | |||||||||||||||
| Unrealized loss on cross-currency swap designated as fair value hedge | ( | ( | |||||||||||||||
| Total | $ | ( | $ | $ | ( | ||||||||||||
15
Ranpak Holdings Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
| December 31, 2025 | |||||||||||||||||
| Gross Balance | Tax Effect | Net Balance | |||||||||||||||
| Foreign currency translation | |||||||||||||||||
| Translation of foreign subsidiaries | $ | $ | $ | ||||||||||||||
| Realized gain on cross-currency swaps designated as net investment hedges | ( | ||||||||||||||||
| Unrealized loss on cross-currency swaps designated as net investment hedges | ( | ( | |||||||||||||||
| Total foreign currency translation | ( | ( | |||||||||||||||
| Unrealized loss on cross-currency swap designated as fair value hedge | ( | ( | |||||||||||||||
| Total | $ | ( | $ | $ | ( | ||||||||||||
The following tables present the changes in accumulated other comprehensive loss by component for the nine months ended September 30, 2026 and 2025:
| Nine Months Ended September 30, 2026 | |||||||||||||||||
Foreign currency translation | Fair value hedge adjustments | Total | |||||||||||||||
| Beginning balance | $ | ( | $ | ( | $ | ( | |||||||||||
| Other comprehensive loss before reclassifications | ( | ( | ( | ||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | ( | ( | |||||||||||||||
| Tax effects | ( | ( | |||||||||||||||
| Ending balance | $ | ( | $ | ( | $ | ( | |||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||
Foreign currency translation | Fair value hedge adjustments | Total | |||||||||||||||
| Beginning balance | $ | ( | $ | $ | ( | ||||||||||||
| Other comprehensive loss before reclassifications | ( | ( | ( | ||||||||||||||
| Tax effects | |||||||||||||||||
| Ending balance | $ | ( | $ | ( | $ | ( | |||||||||||
Note 10 — Fair Value Measurement
The carrying values 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 September 30, 2026 and December 31, 2025.
We estimate the fair value of our Term Facility using Level 2 inputs.
Our derivative instruments, which at September 30, 2026 and December 31, 2025 were comprised of cross-currency swaps, are valued utilizing foreign currency forward curves 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.
16
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 and estimated fair value measurements of our financial instruments as of September 30, 2026 and December 31, 2025:
| Fair Value Measurements | |||||||||||||||||||||||
| Carrying Amount | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
| September 30, 2026 | |||||||||||||||||||||||
| Money market fund | $ | $ | $ | $ | |||||||||||||||||||
| Term Facility | |||||||||||||||||||||||
| Cross-currency swap designated as fair value hedge | |||||||||||||||||||||||
| Cross currency swaps designated as net investment hedges | |||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Money market fund | $ | $ | $ | $ | |||||||||||||||||||
| Term Facility | |||||||||||||||||||||||
| Cross-currency swap designated as fair value hedge | |||||||||||||||||||||||
| Cross currency swaps designated as net investment hedges | |||||||||||||||||||||||
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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Effective tax rate | |||||||||||||||||||||||
The fluctuation in the effective tax rate for the three and nine months ended September 30, 2026 and 2025 was primarily attributable to taxes related to foreign activities and the impact from stock-based compensation in the third quarter of 2025. The effective tax rate for the nine months ended September 30, 2026 was consistent with the same period in 2025.
Note 12 — Leases
We have operating and finance leases for vehicles, machinery, equipment, warehouses, and office buildings. Our leases have remaining terms ranging from less than one year to eleven years , some of which include options to extend the leases from to five years , and some of which include options to terminate the leases within one year .
Supplemental balance sheet information related to leases is as follows:
| Classification | September 30, 2026 | December 31, 2025 | |||||||||||||||
| Lease assets | |||||||||||||||||
| Operating lease right-of-use assets, net | Assets | $ | $ | ||||||||||||||
| Finance lease right of use assets, net | |||||||||||||||||
| Total lease assets | $ | $ | |||||||||||||||
| Lease liabilities | |||||||||||||||||
| Operating lease liabilities, current | Current liabilities | $ | $ | ||||||||||||||
| Operating lease liabilities, non-current | Non-current liabilities | ||||||||||||||||
| Finance lease liabilities, current | |||||||||||||||||
| Finance lease liabilities, non-current | L | ||||||||||||||||
| Total lease liabilities | $ | $ | |||||||||||||||
17
Ranpak Holdings Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
The components of lease costs included in our Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Operating leases | |||||||||||||||||||||||
| Operating lease costs | $ | $ | $ | $ | |||||||||||||||||||
| Variable lease costs | |||||||||||||||||||||||
| Total operating lease costs | $ | $ | $ | $ | |||||||||||||||||||
| Finance leases | |||||||||||||||||||||||
| Amortization of right-of-use asset | $ | $ | $ | $ | |||||||||||||||||||
| Total finance lease costs | $ | $ | $ | $ | |||||||||||||||||||
Maturities of lease liabilities as of September 30, 2026 are as follows:
Operating | Finance | Total | |||||||||||||||
| 2026 (Remaining three months) | $ | $ | $ | ||||||||||||||
| 2027 | |||||||||||||||||
| 2028 | |||||||||||||||||
| 2029 | |||||||||||||||||
| 2030 | |||||||||||||||||
| 2031 and thereafter | |||||||||||||||||
| Total lease payments | |||||||||||||||||
| Less lease interest | ( | ( | ( | ||||||||||||||
| Total lease liabilities | $ | $ | $ | ||||||||||||||
Additional information related to leases is presented as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Operating leases | |||||||||||
| Weighted average remaining lease term | |||||||||||
| Weighted average discount rate | |||||||||||
| Finance leases | |||||||||||
| Weighted average remaining lease term | |||||||||||
| Weighted average discount rate | |||||||||||
Supplemental cash flow information related to leases is presented as follows:
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | |||||||||||
| Operating cash flows from operating leases | $ | $ | |||||||||
| Financing cash flows from finance leases | |||||||||||
| Total cash paid | $ | $ | |||||||||
| Right-of-use assets obtained in exchange for lease liabilities | |||||||||||
| Leased assets obtained in exchange for new operating lease liabilities | $ | $ | |||||||||
| Leased assets obtained in exchange for new finance lease liabilities | |||||||||||
| Right-of-use assets obtained in exchange for lease liabilities | $ | $ | |||||||||
18
Ranpak Holdings Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
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 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 nine months ended September 30, 2026.
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 condensed consolidated financial statements related to environmental contingencies.
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 Loss on a ratable basis over the requisite employee service period. Stock-based compensation expense includes actual forfeitures incurred. For performance-based restricted stock units (“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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Stock-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
| Tax effect on stock-based compensation | |||||||||||||||||||||||
| Stock-based compensation expense, net of tax | $ | $ | $ | $ | |||||||||||||||||||
As of September 30, 2026, there were approximately 6.1 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).
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Ranpak Holdings Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
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 at beginning of year | $ | $ | |||||||||||||||||||||
| Granted | $ | $ | |||||||||||||||||||||
| Vested | ( | $ | ( | $ | |||||||||||||||||||
| Forfeited | ( | $ | ( | $ | |||||||||||||||||||
| Outstanding, September 30, 2026 | $ | $ | |||||||||||||||||||||
Note 15 — Loss per Share
Basic loss per share (“EPS”) is computed by dividing net loss 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.
The following table sets forth the computation of our loss per share:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss attributable to common stockholders for basic and diluted EPS | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Basic and diluted weighted average common shares outstanding | |||||||||||||||||||||||
| Basic and diluted loss per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Approximately 7.4 million and 6.2 million of potential shares issuable subject to warrants, RSUs, and PRSUs were not included in the computation of diluted shares outstanding for the three months ended September 30, 2026 and 2025, respectively, and 6.9 million and 4.5 million for the nine months ended September 30, 2026 and 2025, respectively, because the effect would be anti-dilutive or the awards are contingent on the achievement of performance milestones.
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 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 amount of shares repurchased will depend on a variety of
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Ranpak Holdings Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
(in millions, except share and per share data)
different factors and may be modified, suspended or terminated at any time at the discretion of the board of directors. There have been no repurchases executed to date.
Warrant Agreements with Customers
The Company previously disclosed the terms of its warrant agreements with Amazon.com, Inc. (“Amazon”) and Walmart Inc. (“Walmart”) in its Annual Report on Form 10‑K for the year ended December 31, 2025. The Amazon warrants expire on January 28, 2033 and the Walmart warrants expire on August 22, 2035. There were no changes to the terms of the agreements during the nine months ended September 30, 2026.
A total of 168,449 and 673,796 additional shares vested under the Amazon warrant agreement during the three and nine months ended September 30, 2026, respectively. No no 3,556,136 and 2,882,340 shares were vested and outstanding, respectively, under the Amazon warrant agreement. As of September 30, 2026 and December 31, 2025, 2,250,000 1.2 million and $0.8 million for the three months ended September 30, 2026 and 2025, respectively, and $4.6 million and $2.8 million for the nine months ended September 30, 2026 and 2025, respectively.
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 our investment in Pickle 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 this investment. The investment is measured at cost and adjusted to fair value when there is an observable price change, and 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. Our strategic investments are included in Other assets on the Unaudited Condensed Consolidated Balance Sheets.
On February 5, 2026, we entered into a Simple Agreement for Future Equity (the “SAFE note”) with Pickle, in exchange for $10.0 million in cash. The SAFE note provides us the right to receive preferred shares of Pickle upon the occurrence of a qualifying equity financing event, subject to the terms of the SAFE note.
As of September 30, 2026, the carrying value of our investment in Pickle was $32.1 million, consisting of $22.1 9.3 million, and $10.0 million related to the SAFE note. As of December 31, 2025, the carrying value of our investment in Pickle was $22.1
As of September 30, 2026 and December 31, 2025, the carrying value of our investment in Creapaper was $4.5 million and $4.8 million, respectively.
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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,” or the negative of such terms or other 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 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 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 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, maintain the sustainable nature of our product portfolio and fulfill our obligations under new disclosure regimes relating to ESG matters and evolving ESG standards;
•our future operating results fluctuating, failing to match performance or to meet expectations;
•our ability to fulfill our public company obligations; and
•other risks and uncertainties indicated from time to time in filings made with the SEC.
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, 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.
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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 “Cautionary Notice Regarding Forward-Looking Statements” and our financial statements and related notes included in this Quarterly Report as well as the sections entitled “Risk Factors,” “Cautionary Notice Regarding Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Ranpak Holdings Corp. (“Ranpak”, the “Company,” “we,” or “us”) included in our 2025 10-K, filed with the SEC on March 5, 2026. Capitalized terms used and not defined herein have the meanings disclosed elsewhere in the Quarterly Report.
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 Notice 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. We provide our 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 generated net revenue of $308.3 million and $283.1 million in the nine months ended September 30, 2026 and 2025, respectively. We have two segments, North America and Europe/Asia. Management evaluates segment performance by net revenue and Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) by geographic region.
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 September 30, 2026 and 2025:
| September 30, 2026 | September 30, 2025 | Change | % Change | ||||||||||||||||||||
| PPS Systems | (in thousands) | ||||||||||||||||||||||
| Cushioning | 33.6 | 34.4 | (0.8) | (2.3) | |||||||||||||||||||
| Void-Fill | 87.1 | 88.2 | (1.1) | (1.2) | |||||||||||||||||||
| Wrapping | 22.1 | 23.0 | (0.9) | (3.9) | |||||||||||||||||||
| Total | 142.8 | 145.6 | (2.8) | (1.9) | |||||||||||||||||||
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. Energy price volatility has in the past increased the cost of paper, and we have experienced and expect to continue to experience headwinds from higher global energy prices resulting from the recent U.S.-Iran hostilities. 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, such as surcharges implemented during 2026 in response to rising energy costs, we are unable to predict the extent to
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which we will be able to do so. As such, we expect some continued pressure on our gross margin in fiscal 2026 relative to our historical margin profile.
Effect of Currency Fluctuations. We are a global business that generated approximately 53% of our 2025 net revenue outside of the United States. 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 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 2026, which have adversely impacted some of our end-users, such as automotive companies; 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 increases or pressure to reduce selling prices if end-users reduce their volume of purchases. Inflationary pressures and associated changing 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 for our PPS converters, some of which are sourced from China or contain parts and components from China and other Asian countries. We are taking steps to minimize the potential impact of these tariffs by evaluating alternative parts and global suppliers as well as stepping up our efforts to refabricate and refurbish existing machines in our fleet to reduce cost. Our box customization equipment is currently made in Europe and shipped to the United States and thus are subject to U.S. tariffs on European goods. We are focused on cost reduction and efficiencies to minimize the impact to our customers, and believe in the ongoing value proposition of our equipment.
Seasonality. We estimate that over a third of our net revenue in 2025, 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.
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Non-GAAP Measures
EBITDA and Adjusted EBITDA (“AEBITDA”)
Our unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We 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 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 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 GAAP. In particular, non-GAAP financial measures should not be viewed as substitutes for, or superior to, net income (loss) prepared in accordance with 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 September 30, 2026 and 2025, presented in millions of dollars. “NM” represents “not meaningful.”
In addition, in our discussion below, we include certain other unaudited, non-GAAP data and Constant Currency (Non-GAAP) % Change data for the three months ended September 30, 2026 and 2025. This data is based on our historical financial statements included elsewhere in this Quarterly Report. Refer to “Non-GAAP Measures” and “Reconciliation of
25
GAAP to Non-GAAP Measures” for additional information and a reconciliation of EBITDA and AEBITDA to our net loss under GAAP.
Comparison of Third Quarter of 2026 to Third Quarter of 2025
| Three Months Ended September 30, | Constant Currency (Non-GAAP) % Change (1) | ||||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||||
| Net revenue | $ | 101.9 | $ | 99.6 | $ | 2.3 | 2.3 | 3.4 | |||||||||||||||||||||
| Cost of sales | 65.6 | 65.2 | 0.4 | 0.6 | 1.4 | ||||||||||||||||||||||||
| Gross profit | 36.3 | 34.4 | 1.9 | 5.5 | 7.3 | ||||||||||||||||||||||||
| Selling, general and administrative expenses | 25.7 | 29.6 | (3.9) | (13.2) | |||||||||||||||||||||||||
| Depreciation and amortization expense | 8.8 | 9.2 | (0.4) | (4.3) | |||||||||||||||||||||||||
| Other operating expense, net | 1.8 | 1.3 | 0.5 | 38.5 | |||||||||||||||||||||||||
| Loss from operations | — | (5.7) | 5.7 | (100.0) | |||||||||||||||||||||||||
| Interest expense | 8.7 | 8.7 | — | — | |||||||||||||||||||||||||
| Foreign currency loss | 0.3 | 0.2 | 0.1 | 50.0 | |||||||||||||||||||||||||
| Loss before income tax benefit | (9.0) | (14.6) | 5.6 | (38.4) | |||||||||||||||||||||||||
| Income tax benefit | (1.8) | (4.2) | 2.4 | (57.1) | |||||||||||||||||||||||||
| Net loss | $ | (7.2) | $ | (10.4) | $ | 3.2 | (30.8) | (30.8) | |||||||||||||||||||||
| Non-GAAP | |||||||||||||||||||||||||||||
| EBITDA | $ | 15.7 | $ | 11.9 | $ | 3.8 | 31.9 | 32.8 | |||||||||||||||||||||
| AEBITDA | $ | 22.5 | $ | 21.4 | $ | 1.1 | 5.1 | 6.1 | |||||||||||||||||||||
(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 1.1688 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 the three months ended September 30, 2026 and 2025 on a GAAP basis and also presents the Constant Currency (Non-GAAP) % Change. Refer to “Non-GAAP Measures” for further details:
| Three Months Ended September 30, | Constant Currency (Non-GAAP) % Change (1) | ||||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||||
| Cushioning | $ | 35.9 | $ | 35.8 | $ | 0.1 | 0.3 | 1.1 | |||||||||||||||||||||
| Void-Fill | 42.2 | 43.4 | (1.2) | (2.8) | (1.6) | ||||||||||||||||||||||||
| Wrapping | 9.2 | 8.5 | 0.7 | 8.2 | 10.6 | ||||||||||||||||||||||||
| Automation | 14.6 | 11.9 | 2.7 | 22.7 | 23.5 | ||||||||||||||||||||||||
| Net revenue | $ | 101.9 | $ | 99.6 | $ | 2.3 | 2.3 | 3.4 | |||||||||||||||||||||
(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 1.1688 USD. Refer to further discussion in "Non-GAAP Measures." | |||||||||||||||||||||||||||||
Net revenue for the third quarter of 2026 was $101.9 million compared to $99.6 million for the third quarter of 2025, an increase of $2.3 million or 2.3% (3.4% on a constant currency basis) and includes a non-cash reduction of $0.8 million to void-fill and $0.4 million to automation net revenue from the provision for warrants in the current period. Net revenue for the third quarter of 2025 includes a non-cash reduction of $0.8 million to void-fill from the provision for warrants. Net revenue was positively impacted by increases in automation equipment sales and wrapping, partially offset by a decrease in void-fill. Automation net revenue increased $2.7 million, or 22.7%, to $14.6 million from $11.9 million; wrapping increased $0.7 million, or 8.2%, to $9.2 million from $8.5 million; cushioning increased $0.1 million, or 0.3%, to $35.9
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million from $35.8 million; and void-fill decreased $1.2 million, or 2.8%, to $42.2 million from $43.4 million for the third quarter of 2026 compared to the third quarter of 2025.
The increase in net revenue for the third quarter of 2026 compared to the third quarter of 2025 is quantified by a 3.5% increase in the price or mix of our paper consumable products and a 2.8% increase in automation equipment sales, partially offset by a 2.5% decrease in the volume of sales of our paper consumable products, a 1.1% decrease from foreign currency fluctuations, and a 0.4% reduction from an increase in the non-cash provision for warrants.
Cost of Sales
Cost of sales for the third quarter of 2026 totaled $65.6 million, an increase of $0.4 million, or 0.6% (1.4% on a constant currency basis), compared to $65.2 million in the third quarter of 2025. We have quantified the change in cost of sales as follows:
| Volume/product mix | 2.2 | % | |||
| Production costs | (0.8) | % | |||
| Foreign currency impacts | (0.8) | % | |||
| Total | 0.6 | % | |||
The increase in cost of sales was primarily due to an increase in the volume/mix of products sold of 2.2%, partially offset by decreases in production costs of 0.8% and fluctuations in foreign currency rates of 0.8% compared to the third quarter of 2025. The 2.2% change in volume/mix is primarily attributable to an increase in automation equipment sales, which drove a 4.3% increase in cost of sales. 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 third quarter of 2026 were $25.7 million, a decrease of $3.9 million, or 13.2%, from $29.6 million in the third quarter of 2025. The decrease in SG&A expenses was primarily due to a $2.7 million decrease in professional service fees and a $0.9 million decrease in stock-based compensation expense for the third quarter of 2026 compared to the third quarter of 2025.
Depreciation and Amortization Expense. Depreciation and amortization expense for the third quarter of 2026 was $8.8 million, a decrease of $0.4 million from $9.2 million in the third quarter of 2025. The decrease in depreciation and amortization expense was primarily due to a decrease in amortization of finance leases and lower patent amortization as certain assets became fully amortized for the third quarter of 2026 compared to the third quarter of 2025.
Other Operating Expense, Net. Other operating expense, net for the third quarter of 2026 was $1.8 million, an increase of $0.5 million from $1.3 million in the third quarter of 2025. The increase was primarily due to a $1.0 million loss on the sublease of equipment classified as finance leases, partially offset by a $0.5 million decrease in research and development expense for the third quarter of 2026 compared to the third quarter of 2025.
Interest Expense
Interest expense for the third quarter of 2026 remained flat at $8.7 million compared to the third quarter of 2025.
Foreign Currency Loss
Foreign currency loss for the third quarter of 2026 was $0.3 million, a change of $0.1 million, from foreign currency loss of $0.2 million for the third quarter of 2025 due to the volatility in Euro exchange rates compared to USD.
Income Tax Benefit
Income tax benefit for the third quarter of 2026 was $1.8 million, or an effective tax rate of 20.0%. Income tax benefit was $4.2 million in the third quarter of 2025, or an effective tax rate of 28.1%. The fluctuation in the effective tax rate between periods is primarily attributable to taxes related to foreign activities and the impact from stock-based compensation for the same period in 2025.
EBITDA and AEBITDA
EBITDA and AEBITDA are non-GAAP measures. Refer to “Reconciliation of GAAP to Non-GAAP Measures.” EBITDA for the third quarter of 2026 was $15.7 million, an increase of $3.8 million, or 31.9%, compared to $11.9 million in the third quarter of 2025. AEBITDA for the third quarter of 2026 was $22.5 million, an increase of $1.1 million, or 5.1% (6.1% on a constant currency basis), compared to $21.4 million in the third quarter of 2025. AEBITDA for the third quarter
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of 2026 includes a non-cash reduction to net revenue from the provision for warrants of $1.2 million compared to $0.8 million for the third quarter of 2025.
Segment Results of Operations - Third Quarter of 2026 and Third Quarter of 2025
We have two segments, North America and Europe/Asia. Management evaluates segment performance by net revenue and EBITDA by geographic region. The following tables set forth our net revenue by segment for the third quarter of 2026 and the third quarter of 2025, presented in millions of dollars:
| North America | |||||||||||||||||||||||
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Cushioning | $ | 11.4 | $ | 10.0 | $ | 1.4 | 14.0 | ||||||||||||||||
| Void-Fill | 25.8 | 26.6 | (0.8) | (3.0) | |||||||||||||||||||
| Wrapping | 5.7 | 4.5 | 1.2 | 26.7 | |||||||||||||||||||
| Automation | 4.9 | 3.6 | 1.3 | 36.1 | |||||||||||||||||||
| Net revenue | $ | 47.8 | $ | 44.7 | $ | 3.1 | 6.9 | ||||||||||||||||
Net revenue in North America for the third quarter of 2026 totaled $47.8 million compared to $44.7 million in the third quarter of 2025. The increase of $3.1 million, or 6.9%, for the third quarter of 2026 compared to the third quarter of 2025 was attributable to increases in cushioning, automation equipment sales, and wrapping, partially offset by a decrease in void-fill, and includes a non-cash reduction of $0.8 million in void-fill and $0.4 million in automation net revenue from the provision for warrants. Net revenue in North America for the third quarter of 2025 includes a non-cash reduction of $0.7 million to void-fill from the provision for warrants. The increase in net revenue for North America can be quantified by a 3.3% increase in the price/mix of our paper consumable products, a 2.9% increase from automation equipment sales and a 1.8% increase in the volume of sales of our paper consumable products, partially offset by a 1.1% impact from the non-cash provision for warrants.
| Europe/Asia | Constant Currency (Non-GAAP) % Change (1) | ||||||||||||||||||||||||||||
| Three Months Ended September 30, | |||||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||||
| Cushioning | $ | 24.5 | $ | 25.8 | $ | (1.3) | (5.0) | (3.9) | |||||||||||||||||||||
| Void-Fill | 16.4 | 16.8 | (0.4) | (2.4) | 0.6 | ||||||||||||||||||||||||
| Wrapping | 3.5 | 4.0 | (0.5) | (12.5) | (7.5) | ||||||||||||||||||||||||
| Automation | 9.7 | 8.3 | 1.4 | 16.9 | 18.1 | ||||||||||||||||||||||||
| Net revenue | $ | 54.1 | $ | 54.9 | $ | (0.8) | (1.5) | 0.5 | |||||||||||||||||||||
(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 1.1688 USD. Refer to further discussion in "Non-GAAP Measures." | |||||||||||||||||||||||||||||
Net revenue in Europe/Asia for the third quarter of 2026 totaled $54.1 million compared to net revenue of $54.9 million in the third quarter of 2025. The decrease of $0.8 million, or 1.5% (0.5% increase on a constant currency basis), for the third quarter of 2026 compared to the third quarter of 2025 was attributable to a decrease in sales in cushioning, wrapping and void-fill, partially offset by an increase in automation equipment sales. The decrease in net revenue for Europe/Asia can be quantified primarily by a 4.9% decrease in volume of sales of our paper consumable products and a 2.0% decrease due to foreign currency fluctuations, partially offset by a 2.7% increase from automation equipment sales and a 2.5% increase in the price/mix of our paper consumable products.
The following table sets forth segment EBITDA, presented in millions of dollars:
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| North America | $ | 8.5 | $ | 3.0 | $ | 5.5 | 183.3 | ||||||||||||||||
| Europe/Asia | $ | 7.2 | $ | 8.9 | $ | (1.7) | (19.1) | ||||||||||||||||
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North America and Europe/Asia segment EBITDA includes intersegment royalty charges from North America to Europe/Asia for use of trademarks of $4.5 million and $3.8 million for the three months ended September 30, 2026 and 2025, respectively, which eliminates on a consolidated basis.
Segment EBITDA for North America was $8.5 million for the third quarter of 2026 compared to $3.0 million in the third quarter of 2025, an increase of $5.5 million, or 183.3%. The increase was primarily due to the increase in net revenue as described above and a $2.7 million decrease in professional services fees in the third quarter of 2026.
Segment EBITDA for Europe/Asia was $7.2 million for the third quarter of 2026 compared to $8.9 million in the third quarter of 2025, a decrease of $1.7 million, or 19.1%. The decrease was primarily due to the decrease in net revenue as described above.
Consolidated Results of Operations
The following tables set forth our consolidated results of operations for the nine months ended September 30, 2026 and 2025, presented in millions of dollars. “NM” represents “not meaningful.”
In addition, in our discussion below, we include certain other unaudited, non-GAAP data and Constant Currency (Non-GAAP) % Change data for the nine months ended September 30, 2026 and 2025. This data is based on our historical financial statements included elsewhere in this Quarterly Report. Refer to “Non-GAAP Measures” and “Reconciliation of GAAP to Non-GAAP Measures” for additional information and a reconciliation of EBITDA and AEBITDA to our net loss under GAAP.
Comparison of Nine Months Ended September 30, 2026 to Nine Months Ended September 30, 2025
| Nine Months Ended September 30, | Constant Currency (Non-GAAP) % Change (1) | ||||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||||
| Net revenue | $ | 308.3 | $ | 283.1 | $ | 25.2 | 8.9 | 6.6 | |||||||||||||||||||||
| Cost of sales | 202.6 | 188.9 | 13.7 | 7.3 | 5.2 | ||||||||||||||||||||||||
| Gross profit | 105.7 | 94.2 | 11.5 | 12.2 | 9.6 | ||||||||||||||||||||||||
| Selling, general and administrative expenses | 82.5 | 87.3 | (4.8) | (5.5) | |||||||||||||||||||||||||
| Depreciation and amortization expense | 26.4 | 27.0 | (0.6) | (2.2) | |||||||||||||||||||||||||
| Other operating expense, net | 3.0 | 3.3 | (0.3) | (9.1) | |||||||||||||||||||||||||
| Loss from operations | (6.2) | (23.4) | 17.2 | (73.5) | |||||||||||||||||||||||||
| Interest expense | 25.4 | 25.7 | (0.3) | (1.2) | |||||||||||||||||||||||||
| Foreign currency loss (gain) | 1.8 | (5.0) | 6.8 | (136.0) | |||||||||||||||||||||||||
| Other non-operating expense (income), net | 0.1 | (5.9) | 6.0 | (101.7) | |||||||||||||||||||||||||
| Loss before income tax benefit | (33.5) | (38.2) | 4.7 | (12.3) | |||||||||||||||||||||||||
| Income tax benefit | (8.2) | (9.4) | 1.2 | (12.8) | |||||||||||||||||||||||||
| Net loss | $ | (25.3) | $ | (28.8) | $ | 3.5 | (12.2) | (13.2) | |||||||||||||||||||||
| Non-GAAP | |||||||||||||||||||||||||||||
| EBITDA | $ | 40.5 | $ | 37.2 | $ | 3.3 | 8.9 | 7.0 | |||||||||||||||||||||
| AEBITDA | $ | 60.5 | $ | 55.2 | $ | 5.3 | 9.6 | 6.0 | |||||||||||||||||||||
(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 1.1182 USD. Refer to further discussion in "Non-GAAP Measures." | |||||||||||||||||||||||||||||
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Net Revenue
The following table and the discussion that follows compares our net revenue by product line for the nine months ended September 30, 2026 and 2025 on a GAAP basis and also presents the Constant Currency (Non-GAAP) % Change. See also “Non-GAAP Measures” for further details:
| Nine Months Ended September 30, | Constant Currency (Non-GAAP) % Change (1) | ||||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||||
| Cushioning | $ | 107.6 | $ | 107.8 | $ | (0.2) | (0.2) | (3.1) | |||||||||||||||||||||
| Void-Fill | 128.9 | 124.8 | 4.1 | 3.3 | 1.8 | ||||||||||||||||||||||||
| Wrapping | 27.2 | 25.2 | 2.0 | 7.9 | 6.3 | ||||||||||||||||||||||||
| Automation | 44.6 | 25.3 | 19.3 | 76.3 | 71.9 | ||||||||||||||||||||||||
| Net revenue | $ | 308.3 | $ | 283.1 | $ | 25.2 | 8.9 | 6.6 | |||||||||||||||||||||
(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 1.1182 USD. Refer to further discussion in "Non-GAAP Measures." | |||||||||||||||||||||||||||||
Net revenue for the nine months ended September 30, 2026 was $308.3 million compared to $283.1 million for the nine months ended September 30, 2025, an increase of $25.2 million or 8.9% (6.6% on a constant currency basis) and includes a non-cash reduction of $2.7 million to void-fill and $1.9 million to automation net revenue from the provision for warrants. Net revenue for the nine months ended September 30, 2025 includes a non-cash reduction of $2.8 million to void-fill from the provision for warrants. Net revenue was positively impacted by increases in automation equipment sales, void-fill and wrapping, partially offset by a slight decrease in cushioning. Automation net revenue increased $19.3 million, or 76.3%, to $44.6 million from $25.3 million; void-fill increased $4.1 million, or 3.3%, to $128.9 million from $124.8 million; wrapping increased $2.0 million, or 7.9%, to $27.2 million from $25.2 million; and cushioning decreased $0.2 million, or 0.2%, to $107.6 million from $107.8 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.
The increase in net revenue for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 is quantified by a 6.4% increase in automation equipment sales, a 2.3% increase from foreign currency fluctuations, a 0.6% increase in the price/mix of our paper consumable products, and a 0.2% increase in the volume of sales of our paper consumable products, partially offset by a 0.6% reduction from an increase in the non-cash provision for warrants.
Cost of Sales
Cost of sales for the nine months ended September 30, 2026 totaled $202.6 million, an increase of $13.7 million, or 7.3% (5.2% on a constant currency basis), compared to $188.9 million in the nine months ended September 30, 2025. We have quantified the change in cost of sales as follows:
| Volume/product mix | 7.1 | % | |||
| Production costs | (1.9) | % | |||
| Foreign currency impacts | 2.1 | % | |||
| Total | 7.3 | % | |||
The increase in cost of sales was primarily due to an increase in the volume/mix of products sold of 7.1% and fluctuations in foreign currency rates of 2.1%, partially offset by a decrease in production costs of 1.9% compared to the nine months ended September 30, 2025. The 7.1% change in volume/mix is primarily attributable to an increase in automation equipment sales, which drove a 6.9% increase in cost of sales. 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 nine months ended September 30, 2026 were $82.5 million, a decrease of $4.8 million, or 5.5%, from $87.3 million in the nine months ended September 30, 2025. The net change in SG&A expenses includes a $3.0 million decrease in professional service fees, a $2.5 million decrease in stock-based compensation expense, and a $0.7 million decrease in facility costs, partially offset by a $1.0 million increase
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in compensation expense and a $0.9 million increase in travel expenses. These changes are inclusive of a $1.5 million unfavorable impact from foreign currency fluctuations.
Depreciation and Amortization Expense. Depreciation and amortization expense for the nine months ended September 30, 2026 was $26.4 million, a decrease of $0.6 million from $27.0 million in the nine months ended September 30, 2025. The decrease in depreciation and amortization expense was primarily due to a decrease in amortization of finance leases for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.
Other Operating Expense, Net. Other operating expense, net for the nine months ended September 30, 2026 was $3.0 million, a decrease of $0.3 million from $3.3 million in the nine months ended September 30, 2025. The decrease was primarily due to a $0.6 million decrease in research and development expense, partially offset by a $0.5 million loss on the sublease of equipment classified as finance leases for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025.
Interest Expense
Interest expense for the nine months ended September 30, 2026 was $25.4 million, a decrease of $0.3 million, or 1.2%, from $25.7 million in the nine months ended September 30, 2025. The decrease was primarily due to the decrease in interest expense associated with our Term Facility for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.
Foreign Currency Loss (Gain)
Foreign currency loss for the nine months ended September 30, 2026 was $1.8 million, a change of $6.8 million from foreign currency gain of $5.0 million in the nine months ended September 30, 2025 due to the volatility in Euro exchange rates compared to USD.
Other Non-Operating Expense (Income), Net
Other non-operating expense, net for the nine months ended September 30, 2026 was $0.1 million compared to other non-operating income, net of $5.9 million for the nine months ended September 30, 2025. Other non-operating income, net for the nine months ended September 30, 2025 included a $5.8 million unrealized gain on our strategic investment in Pickle that did not recur for the nine months ended September 30, 2026.
Income Tax Benefit
Income tax benefit for the nine months ended September 30, 2026 was $8.2 million, or an effective tax rate of 24.5%. Income tax benefit was $9.4 million in the nine months ended September 30, 2025, or an effective tax rate of 24.5%. The effective tax rate is consistent with the combined federal and state statutory rates.
EBITDA and AEBITDA
EBITDA and AEBITDA are non-GAAP measures. Refer to “Reconciliation of GAAP to Non-GAAP Measures.” EBITDA for the nine months ended September 30, 2026 was $40.5 million, an increase of $3.3 million, or 8.9%, compared to $37.2 million in the nine months ended September 30, 2025. AEBITDA for the nine months ended September 30, 2026 was $60.5 million, an increase of $5.3 million, or 9.6% (6.0% on a constant currency basis), compared to $55.2 million in the nine months ended September 30, 2025. AEBITDA for the nine months ended September 30, 2026 includes a non-cash reduction to net revenue from the provision for warrants of $4.6 million compared to $2.8 million for the nine months ended September 30, 2025.
Segment Results of Operations - Nine Months Ended September 30, 2026 and Nine Months Ended September 30, 2025
The following tables set forth our net revenue by segment for the nine months ended September 30, 2026 and the nine
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months ended September 30, 2025, presented in millions of dollars:
| North America | |||||||||||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Cushioning | $ | 30.6 | $ | 31.8 | $ | (1.2) | (3.8) | ||||||||||||||||
| Void-Fill | 76.4 | 76.2 | 0.2 | 0.3 | |||||||||||||||||||
| Wrapping | 14.7 | 14.2 | 0.5 | 3.5 | |||||||||||||||||||
| Automation | 14.5 | 7.4 | 7.1 | 95.9 | |||||||||||||||||||
| Net revenue | $ | 136.2 | $ | 129.6 | $ | 6.6 | 5.1 | ||||||||||||||||
Net revenue in North America for the nine months ended September 30, 2026 totaled $136.2 million compared to $129.6 million for the nine months ended September 30, 2025. The increase of $6.6 million, or 5.1%, was attributable to increases in automation equipment sales, wrapping, and void-fill, partially offset by a decrease in cushioning, and includes a non-cash reduction of $2.5 million in void-fill and $1.9 million in automation net revenue from the provision for warrants. Net revenue in North America for the nine months ended September 30, 2025 includes a non-cash reduction of $2.6 million in void-fill from the provision for warrants. The increase in net revenue for North America can be quantified by a 5.5% increase from automation equipment sales and a 1.8% increase in the price/mix of our paper consumable products, partially offset by a 0.8% decrease in volume of sales of our paper consumable products and a 1.4% reduction from an increase in the non-cash provision for warrants.
| Europe/Asia | Constant Currency (Non-GAAP) % Change (1) | ||||||||||||||||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||||
| Cushioning | $ | 77.0 | $ | 76.0 | $ | 1.0 | 1.3 | (2.8) | |||||||||||||||||||||
| Void-Fill | 52.5 | 48.6 | 3.9 | 8.0 | 4.3 | ||||||||||||||||||||||||
| Wrapping | 12.5 | 11.0 | 1.5 | 13.6 | 10.0 | ||||||||||||||||||||||||
| Automation | 30.1 | 17.9 | 12.2 | 68.2 | 62.0 | ||||||||||||||||||||||||
| Net revenue | $ | 172.1 | $ | 153.5 | $ | 18.6 | 12.1 | 7.9 | |||||||||||||||||||||
(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 1.1182 USD. Refer to further discussion in "Non-GAAP Measures." | |||||||||||||||||||||||||||||
The following table sets forth segment EBITDA, presented in millions of dollars:
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| North America | $ | 21.9 | $ | 11.1 | $ | 10.8 | 97.3 | ||||||||||||||||
| Europe/Asia | $ | 18.6 | $ | 26.1 | $ | (7.5) | (28.7) | ||||||||||||||||
North America and Europe/Asia segment EBITDA includes intersegment royalty charges from North America to Europe/Asia for use of trademarks of $14.4 million and $16.6 million for the nine months ended September 30, 2026 and 2025, respectively, which eliminates on a consolidated basis.
Segment EBITDA for North America was $21.9 million for the nine months ended September 30, 2026 compared to $11.1 million in the nine months ended September 30, 2025, an increase of $10.8 million, or 97.3%. The increase was primarily due to an increase in net revenue as described above, a change in foreign currency of $10.5 million from a loss of $6.6 million in the nine months ended September 30, 2025 to a gain of $3.9 million for the nine months ended September 30, 2026, and a decrease in professional services fees of $3.2 million. The increase was partially offset by a $2.2 million
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decrease in intersegment royalty charges and a $5.8 million unrealized gain on our strategic investment in Pickle during the nine months ended September 30, 2025 that did not recur for the nine months ended September 30, 2026.
Segment EBITDA for Europe/Asia was $18.6 million for the nine months ended September 30, 2026 compared to $26.1 million in the nine months ended September 30, 2025, a decrease of $7.5 million, or 28.7%. The decrease was primarily due to the foreign currency loss of $5.7 million for the nine months ended September 30, 2026 compared to the foreign currency gain of $11.6 million for the nine months ended September 30, 2025. The decrease was partially offset by the increase in net revenue as described above.
Reconciliation of 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 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 to GAAP information presented in this Quarterly Report for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Constant Currency (Non-GAAP) % Change (5) | ||||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||||
| Net loss | $ | (7.2) | $ | (10.4) | $ | 3.2 | (30.8) | (30.8) | |||||||||||||||||||||
| Depreciation and amortization expense – COS | 7.2 | 8.6 | (1.4) | (16.3) | |||||||||||||||||||||||||
| Depreciation and amortization expense – D&A | 8.8 | 9.2 | (0.4) | (4.3) | |||||||||||||||||||||||||
| Interest expense | 8.7 | 8.7 | — | — | |||||||||||||||||||||||||
| Income tax benefit | (1.8) | (4.2) | 2.4 | (57.1) | |||||||||||||||||||||||||
EBITDA(1) | 15.7 | 11.9 | 3.8 | 31.9 | 32.8 | ||||||||||||||||||||||||
Adjustments(2): | |||||||||||||||||||||||||||||
| Foreign currency loss | 0.3 | 0.2 | 0.1 | 50.0 | |||||||||||||||||||||||||
| Non-cash impairment losses | 1.0 | — | 1.0 | NM | |||||||||||||||||||||||||
| M&A, restructuring, severance | 2.8 | 5.1 | (2.3) | (45.1) | |||||||||||||||||||||||||
| Stock-based compensation expense | 1.2 | 2.1 | (0.9) | (42.9) | |||||||||||||||||||||||||
Amortization of cloud-based software implementation costs(3) | 1.0 | 1.1 | (0.1) | (9.1) | |||||||||||||||||||||||||
Cloud-based software implementation costs(4) | 0.3 | 0.2 | 0.1 | 50.0 | |||||||||||||||||||||||||
SOX remediation costs | — | 0.6 | (0.6) | (100.0) | |||||||||||||||||||||||||
| Other adjustments | 0.2 | 0.2 | — | — | |||||||||||||||||||||||||
AEBITDA(1) | $ | 22.5 | $ | 21.4 | $ | 1.1 | 5.1 | 6.1 | |||||||||||||||||||||
(see subsequent footnotes)
(1)Reconciliations of EBITDA and AEBITDA for each period presented are to net loss, 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)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 1.1688 USD. Refer to further discussion in “Non-GAAP Measures.”
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| Nine Months Ended September 30, | Constant Currency (Non-GAAP) % Change (6) | ||||||||||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||||
| Net loss | $ | (25.3) | $ | (28.8) | $ | 3.5 | (12.2) | (13.2) | |||||||||||||||||||||
| Depreciation and amortization expense – COS | 22.2 | 22.7 | (0.5) | (2.2) | |||||||||||||||||||||||||
| Depreciation and amortization expense – D&A | 26.4 | 27.0 | (0.6) | (2.2) | |||||||||||||||||||||||||
| Interest expense | 25.4 | 25.7 | (0.3) | (1.2) | |||||||||||||||||||||||||
| Income tax benefit | (8.2) | (9.4) | 1.2 | (12.8) | |||||||||||||||||||||||||
EBITDA(1) | 40.5 | 37.2 | 3.3 | 8.9 | 7.0 | ||||||||||||||||||||||||
Adjustments(2): | |||||||||||||||||||||||||||||
| Foreign currency loss (gain) | 1.8 | (5.0) | 6.8 | (136.0) | |||||||||||||||||||||||||
| Non-cash impairment losses | 1.0 | 0.2 | 0.8 | 400.0 | |||||||||||||||||||||||||
| M&A, restructuring, severance | 8.8 | 11.6 | (2.8) | (24.1) | |||||||||||||||||||||||||
| Stock-based compensation expense | 3.7 | 6.2 | (2.5) | (40.3) | |||||||||||||||||||||||||
Amortization of cloud-based software implementation costs(3) | 3.2 | 3.0 | 0.2 | 6.7 | |||||||||||||||||||||||||
Cloud-based software implementation costs(4) | 1.0 | 1.6 | (0.6) | (37.5) | |||||||||||||||||||||||||
| SOX remediation costs | 0.1 | 1.5 | (1.4) | (93.3) | |||||||||||||||||||||||||
| Unrealized gain on strategic investments | — | (5.8) | 5.8 | (100.0) | |||||||||||||||||||||||||
Other adjustments(5) | 0.4 | 4.7 | (4.3) | (91.5) | |||||||||||||||||||||||||
AEBITDA(1) | $ | 60.5 | $ | 55.2 | $ | 5.3 | 9.6 | 6.0 | |||||||||||||||||||||
(1)Reconciliations of EBITDA and AEBITDA for each period presented are to net loss, 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 nine months ended 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. Other adjustments for the nine months ended September 30, 2026 are comprised of individually 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 1.1182 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 $53.4 million in cash and cash equivalents as of September 30, 2026 and cash flow 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 Automated Paper Solutions (“APS”) and Automated Solutions (“AS”) (collectively, “Automation”) product lines 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
35
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.
Debt Profile
The material terms of our debt, which principally 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 credit facility available in USD and Euros (“Revolving Facility” and together with the Term Facility, the “Facilities”), are summarized in Note 7 — Long-Term Debt to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.
Including finance lease liabilities and financing arrangements and excluding deferred financing costs, we had $416.0 million in debt, $9.0 million of which was classified as short-term, as of September 30, 2026, compared to $410.5 million in debt, $5.5 million of which was classified as short-term, as of December 31, 2025.
At September 30, 2026, we did not have amounts outstanding under the Revolving Facility, and we had no borrowings under such facility through October 29, 2026. 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 September 30, 2026, we had $2.9 million committed to outstanding letters of credit, leaving net availability of $47.1 million under the Revolving Facility.
The Facilities are secured by substantially all of the assets of the Company. No mandatory prepayments were required under our Facilities as of September 30, 2026, and the Company was in compliance with all debt covenants.
Cash Flows
The following table sets forth our summary cash flow information for the periods indicated:
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net cash provided by operating activities | $ | 24.8 | $ | 3.6 | |||||||
| Net cash used in investing activities | (35.2) | (27.6) | |||||||||
| Net cash provided by (used in) financing activities | 1.8 | (5.3) | |||||||||
| Effect of Exchange Rate Changes on Cash and Cash Equivalents | (1.0) | 3.1 | |||||||||
| Net Decrease in Cash and Cash Equivalents | (9.6) | (26.2) | |||||||||
| Cash and Cash Equivalents, beginning of period | 63.0 | 76.1 | |||||||||
| Cash and Cash Equivalents, end of period | $ | 53.4 | $ | 49.9 | |||||||
Cash Flows Provided by Operating Activities
Net cash provided by operating activities was $24.8 million and $3.6 million in the nine months ended September 30, 2026 and 2025, respectively. The changes in operating cash flows reflect an $11.8 million improvement in net loss adjusted for non-cash items and a $9.4 million favorable change in working capital. The non-cash items include a $5.8 million unrealized gain on our strategic investment in Pickle in the prior year period that did not recur for the nine months ended September 30, 2026 and foreign currency loss for the nine months ended September 30, 2026 compared to foreign currency gains for the nine months ended September 30, 2025. The working capital changes are largely due to a decrease in the purchase of inventory compared to the nine months ended September 30, 2025, which included a significant inventory build that did not recur in the current period, and a favorable change in accrued liabilities, partially offset by less favorable changes in accounts payable.
Cash Flows Used in Investing Activities
Net cash used in investing activities was $35.2 million and $27.6 million for the nine months ended September 30, 2026 and 2025, respectively, and reflects cash used for production of converter equipment and purchases of machinery and equipment. Net cash used in investing activities in the nine months ended September 30, 2026 also included $10.0 million in cash paid for the Pickle SAFE note.
Cash Flows Provided by (Used in) Financing Activities
Net cash provided by financing activities was $1.8 million in the nine months ended September 30, 2026 and reflects proceeds from our financing arrangements, partially offset by principal payments on our term loans, payments on financing arrangements, payments on finance lease liabilities, and other financing activities, net. Net cash used in financing activities was $5.3 million in the nine months ended September 30, 2025 and reflects proceeds from our financing arrangements,
36
partially offset by principal payments on our term loans, payments on finance lease liabilities, payments on our equipment financing arrangement, and other financing activities, net.
Contractual Obligations and Other Commitments
We have cash obligations under our financing arrangements, which are primarily related to our Term Facility, and under our leases for facilities, automobiles and equipment, which are described in more detail in Note 7 — Long-Term Debt and Note 12 — Leases 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 September 30, 2026.
Critical Accounting Policies and Estimates
Our unaudited condensed consolidated financial statements have been prepared in conformity with GAAP, which often requires estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. There have been no material changes to our critical accounting policies and estimates as compared to those disclosed in our 2025 10-K.
The Company evaluated whether events and circumstances since the last goodwill assessment date indicated if it was more-likely-than-not that the fair value of our reporting units were less than their respective carrying amounts. The factors evaluated included an assessment of macroeconomic conditions, industry and market conditions, key financial metrics, overall financial performance of the reporting units, or any other specific events or changes. We assessed whether the above factors constituted a triggering event requiring quantitative impairment testing of our reporting units for goodwill and indefinite-lived intangible assets and we concluded that there was no triggering event as of September 30, 2026.
Management cannot predict the occurrence of certain events or changes in circumstances that might adversely affect the value of goodwill. As reported in “Critical Accounting Policies and Estimates” Part II, Item 7 in our 2025 10-K, the annual impairment test of goodwill for one of the reporting units that encompasses our business in North America indicated that the fair value of the reporting unit was close to approximating carrying value. We continue to monitor the general macroeconomic environment, including interest rates, inflationary pressures, changes in energy and paper costs, and the potential for a prolonged economic downturn or recession, as well as other factors such as the Company’s market capitalization, along with those listed in "Cautionary Statement Regarding Forward-Looking Statements" of this Quarterly Report and "Risk Factors" in Item 1A in our 2025 10-K. Further downward trends in the aforementioned factors could result in impairment charges in future periods.
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 and cash equivalents 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 $3.0 million impact on our cash interest expense for the nine months ended September 30, 2026.
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
37
unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for additional information.
For the nine months ended September 30, 2026, net revenue denominated in currencies other than USD amounted to $172.1 million or 56% 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, 2026 to increase or decrease by approximately $17.2 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 effective as of September 30, 2026.
Changes in Internal Control Over Financial Reporting
There was no change in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2026, 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
As of the date of this Form 10-Q, there are no material changes to the risk factors as disclosed in Item 1A. “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2025.
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.
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Item 5. Other Information
None.
Item 6. Exhibits
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 4.1 | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32** | ||||||||
| 101 | The following financial information from Ranpak Holdings Corp.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations and Comprehensive Loss, (iii) the Condensed Consolidated Statements of Changes in Shareholders’ Equity, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements. | |||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |||||||
*Filed herewith
** Furnished herewith
39
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: | October 29, 2026 | By: | /s/ William Drew | ||||||||
| William Drew | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
| (Principal Financial Officer and Duly Authorized Officer) | |||||||||||
40
Exhibit 31.1
CERTIFICATION BY CHIEF EXECUTIVE OFFICER
PURSUANT TO SECURITIES EXCHANGE ACT RULE 13A-14(a),
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
I, Omar M. Asali, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Ranpak Holdings Corp. (the “company”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the company’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5.The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
| Date: | October 29, 2026 | |||||||
| By: | /s/ Omar M. Asali | |||||||
| Omar M. Asali | ||||||||
| Chairman and Chief Executive Officer | ||||||||
Exhibit 31.2
CERTIFICATION BY CHIEF FINANCIAL OFFICER
PURSUANT TO SECURITIES EXCHANGE ACT RULE 13A-14(a),
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
I, William Drew, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Ranpak Holdings Corp. (the “company”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the company’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5.The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
| Date: | October 29, 2026 | |||||||
| By: | /s/ William Drew | |||||||
| William Drew | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
Exhibit 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
The certification set forth below is being submitted in connection with Ranpak Holdings Corp.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
Omar M. Asali, the Chairman and Chief Executive Officer and William Drew, the Executive Vice President and Chief Financial Officer of Ranpak Holdings Corp. (the “Company”), each certifies that, to the best of such officer’s knowledge, that:
1.the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | October 29, 2026 | |||||||
| By: | /s/ Omar M. Asali | |||||||
| Omar M. Asali | ||||||||
| Chairman and Chief Executive Officer | ||||||||
| By: | /s/ William Drew | |||||||
| William Drew | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||