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What changed in Ranpak Holdings Corp.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Ranpak Holdings Corp.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+289 added−380 removedSource: 10-K (2026-03-05) vs 10-K (2025-03-17)

Top changes in Ranpak Holdings Corp.'s 2025 10-K

289 paragraphs added · 380 removed · 236 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

69 edited+17 added−54 removed27 unchanged
Biggest changeIn 2021, we created R Squared Robotics, a division of Ranpak, that uses three-dimensional computer vision and artificial intelligence technologies to improve end-of-line packaging and logistics functions and we advanced our focus on Automation with a strategic investment in Pickle Robot Co. (“Pickle”). All of these efforts complement and expand our focus on our Automation products.
Biggest changeWe believe Automation will be a crucial platform for growth, enabling us to better serve end-users with higher volume requirements and more sophisticated end-of-line needs. In 2021, we established R Squared Robotics, a division of Ranpak, that uses three-dimensional computer vision and artificial intelligence (“AI”) technologies to enhance end-of-line packaging and logistics.
E-commerce . We believe changing consumer preferences and buying habits will drive continued e-commerce growth, both among pure-play e-commerce companies, as well as among historical brick-and-mortar companies seeking to expand their e-commerce presence.
We believe changing consumer preferences and buying habits will drive continued e-commerce growth, both among pure-play e-commerce companies, as well as among historical brick-and-mortar companies seeking to expand their e-commerce presence.
These systems allow our end-users to both reduce their dunnage needs and end of line labor costs while optimizing logistics costs with smaller boxes. • Machine Vision Solutions. Our machine vision solutions combine a modular software architecture with the capability to perform machine learning-based machine vision inspections on greyscale or color 2D images and 3D point clouds.
These systems allow our end-users to both reduce their dunnage needs and end-of-line labor costs while optimizing palletization and logistics costs with smaller boxes. • Machine Vision Solutions. Our machine vision solutions combine a modular software architecture with the capability to perform machine learning-based machine vision inspections on greyscale or color 2D images and 3D point clouds.
Our Cushioning protective systems convert paper into cushioning pads by crimping paper to trap air between the layers so that objects are protected from external shocks and vibrations during shipping as well as to prevent movement of objects as they travel through the global supply chain.
Our Cushioning protective systems convert paper into cushioning pads by crimping paper to trap air between the layers so that objects are protected from external shocks and vibrations during shipping to prevent movement of objects as they travel through the global supply chain.
Seasonality We estimate that over a third of our net revenue in 2024, either directly or to distributors, was destined for end-users in the e-commerce sectors, whose businesses frequently follow traditional retail seasonal trends, including a concentration of sales in the holiday period in the fourth quarter.
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.
We have a long history of continuous systems innovation and product development supported by our comprehensive patent portfolio. We have maintained an extensive patenting program since our inception for our PPS systems and accessories, processes and paper packaging materials.
Our Intellectual Property We have a long history of continuous systems innovation and product development supported by our comprehensive patent portfolio. We have maintained an extensive patenting program since our inception for our PPS systems and accessories, processes and paper packaging materials.
Certain employees are also eligible for stock-based compensation programs that are designed to encourage long-term performance aligned with Company objectives. 11 Table of Contents In Europe, most of our employees, including most of our employees in the Netherlands, are represented by either labor unions or workers councils and are covered by collective labor agreements that are generally renewable on an annual or bi-annual basis.
Certain employees are also eligible for stock-based compensation programs that are designed to encourage long-term performance aligned with Company objectives. In Europe, most of our employees, including most of our employees in the Netherlands, are represented by either labor unions or workers councils and are covered by collective labor agreements that are generally renewable on an annual or bi-annual basis.
Given our comprehensive solution offering and distribution network, we are able to provide solutions that meet the needs of a broad spectrum of end-users from a single unit for a low volume end-user or a highly-customized base of hundreds of units across multiple facilities for a high-volume end-user. • Unique Approach to Automation.
Given our comprehensive solution offering and distribution network, we are able to provide solutions that meet the needs of a broad spectrum of end-users from a single unit for a low volume end-user or a highly-customized base of hundreds of units across multiple facilities for a high-volume end-user.
This qualification process involves an evaluation of the physical specifications of the potential supply source, as well as extensive testing for the 10 Table of Contents paper’s convertibility – on the fan-folding, rewinding and die-cutting raw paper converters in our facilities – and in the protective packaging systems we place with our end-users.
This qualification process involves an evaluation of the physical specifications of the potential supply source, as well as extensive testing for the paper’s convertibility – on the fan-folding, rewinding and die-cutting raw paper converters in our facilities – and in the protective packaging systems we place with our end-users.
North America The North America segment primarily consist of amounts earned from sales from our PPS and Automation products from our operations in Ohio, Missouri, Nevada, and Connecticut. Europe/Asia The Europe/Asia segment primarily consist of amounts earned from sales from our PPS and Automation products from our operations in the Netherlands, the Czech Republic and Malaysia.
The North America segment primarily consists of amounts earned from sales from our PPS and Automation products from our operations in Ohio, Missouri, Nevada, and Connecticut, and the Europe/Asia segment primarily consists of amounts earned from sales from our PPS and Automation products from our operations in the Netherlands, the Czech Republic and Malaysia.
These systems reduce the total cost of ownership for our end-users by reducing labor and dunnage costs. • Automated Box-Sizing . Our AS systems include several automated box-sizing solutions and corrugated case erectors to tailor the size of the corrugated box to the size of the product or products being shipped.
These systems reduce the total cost of ownership for our end-users by reducing labor and dunnage costs. 6 Table of Contents • Automated Box-Sizing . Our AS systems include several automated box-sizing solutions and corrugated case erectors to tailor the size of the corrugated box to the size of the product or products being shipped.
Our paper packaging materials are fiber-based, biodegradable, renewable, and curb-side recyclable to customers. Our paper packaging materials contain little or no plastic or other resin-based inputs. Additionally, a majority of our paper packaging materials are manufactured from entirely or partially recycled content.
Our paper packaging materials are fiber-based, biodegradable and curb-side recyclable, and contain little or no plastic or other resin-based inputs. Additionally, a majority of our paper packaging materials are manufactured from entirely or partially recycled content.
Included within our Wrapping systems are our Cold Chain products, which are used to provide insulation for goods that require temperatures to be controlled during transport. We have an installed base of approximately 22,600 Wrapping units, which were predominantly Geami converter units, as of December 31, 2024.
Included within our Wrapping systems are our Cold Chain products, which are used to provide insulation for goods that require temperatures to be controlled during transport. We have an installed base of approximately 22,900 Wrapping units, which were predominantly Geami converter units, as of December 31, 2025.
Most commonly, our e-commerce end-users purchase our Void-Fill solutions, but many also use our Automation, Wrapping, and Cushioning systems. Sales to our e-commerce end-users, directly and through distributors accounted for approximately 37% of our net revenue in 2024. Industrial Manufacturing.
Most commonly, our e-commerce end-users purchase our Void-Fill solutions, but many also use our Automation, Wrapping, and Cushioning systems. Sales to our e-commerce end-users, directly and through distributors accounted for approximately 40% of our net revenue in 2025. Industrial Manufacturing.
We, either directly or with our distributors, work 4 Table of Contents with end-users to examine their end-of-line operations to maximize throughput, minimize cost and reduce breakage.
We, either directly or with our distributors, work with end-users to examine their end-of-line operations to maximize throughput, minimize cost and reduce breakage.
Higher demand for advanced machines spurs increased spending on tools and robotics while higher demand for housing, infrastructure and commercial buildings benefits the tools and construction supplies sectors. Sales to industrial manufacturing end-users accounted for approximately 11% of our net revenue in 2024. Automotive Aftermarket .
Higher demand for advanced machines spurs increased spending on tools and robotics while higher demand for housing, infrastructure and commercial buildings benefits the tools and construction supplies sectors. Sales to industrial manufacturing end-users accounted for approximately 11% of our net revenue in 2025. Industrial Machinery .
We intend to maintain and extend our technological leadership, expertise and our environmentally sustainable value proposition through continuous improvement of our product and service offerings to bolster speed, improve efficacy, and decrease packing footprint, as well as by introducing new products that deliver the environmentally friendly solutions customers require for their business needs. • Grow via partnerships and acquisitions .
We intend to maintain and extend our technological leadership, expertise and our environmentally sustainable value proposition through continuous improvement of our product and service offerings to bolster speed, improve efficacy, and decrease packing footprint by introducing new products that deliver the environmentally friendly solutions customers require for their business needs.
Use of other suppliers’ paper on our PPS systems increases the likelihood of negative operating consequences, such as jamming, ineffective yield, and/or other performance deficiencies. We retain ownership of most of our PPS systems and require end users to use our paper consumables exclusively with our owned systems. • Environmentally Sustainable Product Portfolio .
We retain ownership of our PPS systems and require end users to use our paper consumables exclusively with our PPS systems, as the use of other suppliers’ paper on our PPS systems increases the likelihood of negative operating consequences, such as jamming, ineffective yield, and/or other performance deficiencies.
New and evolving ESG and climate change-related regulations may result in enhanced disclosure obligations, which could materially increase our regulatory burden and compliance costs and expose our business to additional risk, including those under the Task Force on Climate Related Financial Disclosures (“TCFD”) and the Corporate Sustainability Reporting Directive (“CSRD”).
New and evolving ESG and climate change-related regulations may result in enhanced disclosure obligations, which could materially increase our regulatory burden and compliance costs and expose our business to additional risk, including those under the Task Force on Climate Related Financial Disclosures (“TCFD”), the Corporate Sustainability Reporting Directive (“CSRD”) in the European Union (“EU”), and the EU Regulation on Deforestation Free Products.
Our paper-based Protective Packaging Solutions (“PPS”) business utilizes a razor/razor-blade model where our proprietary PPS systems are provided to our distributors and certain select end-users for a nominal user fee, charged on a per-unit basis, and are coupled with the sale of high-margin value-added paper consumables that work exclusively with our PPS systems.
Our PPS business utilizes a razor/razor-blade model where our proprietary PPS systems are provided to our distributors and end-users for a recurring nominal user fee, charged on a per-unit basis, and are coupled with the sale of high-margin value-added paper consumables that work exclusively with our PPS systems.
Information on our net revenue is contained in Item 8 of Part II, “Financial Statements and Supplementary Data — Note 7 — Segment Information .” The North America and Europe/Asia business segments each serve a similar customer base as discussed in “Our Markets” within this Item 1.
Additional information is contained in Item 8 of Part II, “Financial Statements and Supplementary Data — Note 4 — Segment Information .” The North America and Europe/Asia business segments each serve a similar customer base as discussed in “Our Market” within this Item 1.
Compliance with, or liability under, these laws and regulations can require us to incur significant costs and have a material adverse effect on our capital expenditures, earnings, and competitive position.
We monitor changes in these laws to maintain compliance with applicable requirements. Compliance with, or liability under, these laws and regulations can require us to incur significant costs and have a material adverse effect on our capital expenditures, earnings, and competitive position.
We believe demand for industrial machinery and equipment used in sectors such as agriculture, construction, mining, packaging, and food processing will increase as economies expand, thus requiring additional infrastructure spend as well as increasing the need to feed growing middle-class populations across the globe. Sales to our machinery end-users accounted for approximately 6% of our net revenue in 2024.
We believe demand for industrial machinery and equipment used in sectors such as agriculture, construction, mining, packaging, and food processing will increase as economies expand, thus requiring additional infrastructure spend as well as increasing the need to feed growing middle-class populations across the globe.
We also believe there are significant opportunities to increase penetration across end markets and existing geographies. For example, the APAC region has a large, well-developed parcel shipping business, but currently represents less than 10% of our net revenue in 2024. We believe that the new Malaysia facility can strengthen our performance in the APAC region.
We believe there are significant opportunities to increase penetration across new end markets and geographies. For example, while the APAC region has a large, well-developed parcel shipping business, it currently represents less than 10% of our net revenue in 2025. We believe our Malaysia facility will continue to strengthen our performance in this region.
Human Capital Resources We are a global organization that values life experiences, ideas, and cultures that each of our employees bring to Ranpak, striving to create an atmosphere of acceptance and respect, facilitating an encouraging environment, and helping employees attain professional and educational goals.
Moreover, in 2024, approximately 92% of our global raw paper supply was FSC-certified. Human Capital Resources We are a global organization that values life experiences, ideas, and cultures that each of our employees bring to Ranpak, striving to create an atmosphere of acceptance and respect, facilitating an encouraging environment, and helping employees attain professional and educational goals.
A disruption in operations or higher ongoing labor costs could materially adversely affect our business, financial condition or results of operations. As of December 31, 2024, we had over 800 full time employees worldwide, approximately 300 of whom were located in the United States.
A disruption in operations or higher ongoing labor costs could materially adversely affect our business, financial condition or results of operations. As of December 31, 2025, we had over 800 full time employees worldwide, approximately 300 of whom were located in the United States. Certain employees, primarily those located in European countries, are covered by collective labor agreements.
Approximately 37% of our net revenue is derived from sales to e-commerce end-users. We continue to believe that global investment in e-commerce provides a significant opportunity for us as e-commerce continues to grow and outpaces growth in retail sales. • Focus on Sustainability .
E-commerce is a significant growth driver in our business. Approximately 40% of our net revenue is derived from sales to e-commerce end-users. We continue to believe that global investment in e-commerce provides a significant opportunity for us as e-commerce continues to grow and outpaces growth in retail sales. • Demand for Automation and Machine Vision .
We sell our Cushioning products under the brand name PadPak ® and offer a variety of PadPak units. We have an installed base of approximately 6 Table of Contents 34,400 PadPak units as of December 31, 2024. Our Cushioning products generated $135.7 million in revenue in 2024 and accounted for 37% of our total net revenue. • Wrapping .
We sell our Cushioning products under the brand name PadPak ® and offer a variety of PadPak units. We have an installed base of approximately 34,100 PadPak units as of December 31, 2025. Our Cushioning products generated $142.1 million in revenue in 2025 and accounted for 36% of our total net revenue. • Wrapping .
We have an installed base of approximately 85,700 FillPak units as of December 31, 2024. Our Void-Fill products generated $167.0 million in revenue in 2024, accounting for 45% of our total net revenue. • Cushioning .
We have an installed base of approximately 88,800 FillPak units as of December 31, 2025. Our Void-Fill products generated $177.1 million in revenue in 2025, accounting for 45% of our total net revenue. • Cushioning .
We have recently established a full-service paper conversion facility in Malaysia, which became operational in the second half of 2024. We believe the Malaysia facility can improve our ability to serve customers in the region by shortening lead times as well as provide a more attractive cost profile to the APAC market than we have historically been able to offer.
Our full-service paper conversion facility in Malaysia became operational in the second half of 2024, and we believe the Malaysia facility has continued to improve our ability to serve customers in the region by shortening lead times as well and providing a more attractive cost profile to the Asia Pacific (“APAC”) market than we have historically 4 Table of Contents been able to offer.
We believe our ability to consistently innovate and add products to our portfolio through internal development and mergers and acquisitions (“M&A”) will provide us with additional growth opportunities. • Geographic Expansion .
We believe our ability to consistently innovate and add products to our portfolio through internal development and mergers and acquisitions (“M&A”) will provide us with additional growth opportunities. • Geographic Expansion . Historically, geographic expansion has fueled our growth, and we believe further geographic expansion and penetration of existing markets will continue to drive our future growth.
Our solutions deliver automation, productivity and sustainability enhancements to our end-users’ operations. Through our robust research and development (“R&D”) pipeline, we plan to continue to improve our value proposition by rolling-out next generation products to improve performance and efficiency as well as expanding product lines adapted to continuously evolving consumer and business preferences.
Through our research and development (“R&D”) pipeline, we plan to continue to improve our value proposition by rolling-out next generation products to improve performance and efficiency as well as expanding product lines adapted to continuously evolving consumer and business preferences. • Grow via partnerships and acquisitions .
The kraft paper we purchase includes paper that is substantially manufactured from virgin pulp, as well as paper that is substantially manufactured from recycled post-industrial and/or post-consumer waste. Much of our paper is sourced from suppliers that are Forest Stewardship Council (“FSC”) certified.
We purchase kraft paper from various suppliers for conversion into the paper consumables we sell. The kraft paper we purchase includes paper that is substantially manufactured from virgin pulp, as well as paper that is substantially manufactured from recycled post-industrial and/or post-consumer waste (“PCW”). Most of the paper we source is Forest Stewardship Council (“FSC”) certified.
We believe that preference for environmentally sustainable packaging solutions will be a key driver of growth moving forward, particularly to the extent plastics and other resin-based solutions come under increasing public scrutiny and regulatory pressure. • Attractive Financial Profile . In 2024, we generated net revenue of $368.9 million.
We believe that preference for environmentally sustainable packaging solutions will be a key driver of growth moving forward, particularly to the extent plastics and other resin-based solutions come under increasing public scrutiny and regulatory pressure, and we believe consumers are continuing to demonstrate an increasing preference for environmentally sustainable solutions.
In 2024, we purchased paper from approximately 27 paper suppliers, and our largest single source of paper supplies sold us approximately 73% and 39% of the paper supplies purchased in North America and globally, respectively.
In 2025, we purchased raw paper from approximately 30 paper mills, and our largest single source of raw paper sold us approximately 60% and 27% of the paper purchased in North America and globally, respectively.
We historically have benefited from net revenue that is recurring in nature with attractive profit margins from our installed base, resulting in strong payback periods and returns on invested capital per PPS system. • Diversified End-User Base .
We historically have benefited from net revenue that is recurring in nature with attractive profit margins from our installed base, resulting in strong payback periods and returns on invested capital per PPS system. Growth Opportunities We believe that our business benefits from multiple factors that will drive our future growth: • Growth of E-commerce .
Combined with the localized presence and connection to Southeast Asia, we believe the Malaysia facility can bring favorable growth opportunities. We seek to enhance our position as a leading global provider of innovative sustainable packaging solutions that our customers rely on to improve performance, cost competitiveness and automation to enhance productivity within their operations.
Combined with the localized presence and connection to Southeast Asia, we believe the Malaysia facility can continue to bring favorable growth opportunities. Our Strategy We seek to enhance our position as a leading global provider of innovative sustainable packaging and end-of-line automation and machine vision solutions.
Commitment to Sustainability In 2020, we committed to achieving the following sustainability targets by 2030: • Reducing greenhouse gas emissions by 46%; • Sourcing an aggregate paper supply consisting of at least 75% recycled pulp; • Obtaining Forest Stewardship Council, Sustainable Forestry Initiative, or Programme for the Endorsement of Forest Certification for 100% of our paper packaging; • Sourcing an aggregate paper supply consisting of at least 25% post-consumer waste (“PCW”) or alternative pulp In 2022, we announced that we had already met our goal of sourcing an aggregate paper supply consisting of at least 25% PCW or alternative pulp by 2030.
Commitment to Sustainability In 2020, we committed to achieving the following sustainability targets by 2030: • Reducing greenhouse gas emissions by 46%; • Sourcing an aggregate paper supply consisting of at least 75% recycled pulp; • Obtaining FSC, Sustainable Forestry Initiative, or Programme for the Endorsement of Forest Certification for 100% of our paper packaging; 9 Table of Contents • Sourcing an aggregate paper supply consisting of at least 25% PCW or alternative pulp Since announcing these goals, we have made meaningful progress.
Historically, growth in the protective packaging industry has been positively impacted by trends such as expedited delivery of individualized packages, globalization of the supply chain, and increased focus on efficiency and reduced shipping costs. As national and local governments continue to legislate for consumer recycling requirements, we anticipate an increase in market demand for our products.
Historically, growth in the protective packaging industry has been positively impacted by trends such as expedited delivery of individualized packages, globalization of the supply chain and increased focus on efficiency and reduced shipping costs.
We hold over 880 U.S. and foreign patents and patent applications directed to various innovations related to our business, as well as more than 300 U.S. and foreign trademark registrations and trademark applications that protect our branding. Our PPS Products Our PPS products are designed to be flexible and responsive to the needs of our end-users.
We hold over 855 U.S. and foreign patents and patent applications directed to various innovations related to our business, as well as more than 310 U.S. and foreign trademark registrations and trademark applications that protect our branding.
Our Market Our end-user market consists of any business that sells and ships products requiring packaging. Accordingly, these end-users are highly dependent on their ability to obtain a cost-effective and efficient in-the-box packaging solution. Our end- 9 Table of Contents users operate in a variety of businesses, including e-commerce, the automotive after-market, electronics, machinery/manufacturing, home goods, pharmaceuticals, retail and others.
Accordingly, these end-users are highly dependent on their ability to obtain a cost-effective and efficient in-the-box packaging solution. Our end-users operate in a variety of businesses, including e-commerce, industrial manufacturing and machinery, and others. E-commerce .
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.
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. Our Paper Suppliers We convert the vast majority of raw paper to create rolls and bundles of paper that integrate with our PPS systems and into direct or consumable products.
Our investment and acquisition activity demonstrates our continued focus on growing the Company through appropriate business acquisition opportunities as well as developing partnerships to expand the scope of our technologies, geographic presence and product offerings.
We believe that we are well-positioned to execute a growth strategy, targeting acquisitions or partnerships in our key areas of focus and adjacent business lines. Our investment and M&A activity demonstrates our continued focus on growing Ranpak through appropriate business acquisition opportunities as well as developing partnerships to expand the scope of our technologies, geographic presence and product offerings.
We believe there is a substantial opportunity to expand our consumable offering through environmentally friendly alternatives to traditional plastic mailers, such as Ranpak’s eco-friendly padded mailers. 5 Table of Contents • Continued Product Development and Innovation .
For example, we believe there is a substantial opportunity to expand our consumable offering through environmentally friendly alternatives to traditional plastic mailers, such as naturemailer™, a fully curbside recyclable mailer that utilizes honeycomb paper insulation. • Continued Product Development and Innovation .
As the market for our Automation products is rapidly evolving, we have extended our Automation services to offer data subscriptions, extended service warranties beyond the initial warranty period, packaging line solutions, and the sale of spare parts and consumables. Our Automation products generated $29.1 million in revenue in 2024, which accounted for 8% of our net revenue.
As the market for our Automation products is rapidly evolving, we have expanded our Automation services to offer data subscriptions, extended service warranties beyond the initial warranty period, packaging line solutions and the sale of spare parts and consumables. Our Automation systems are designed to solve distinct challenges facing end-users, including: • Automated Dunnage Insertion .
Our Wrapping protective systems create pads or paper mesh to securely wrap and protect fragile items from shock and surface damage sustained during the shipping and handling process. In addition to securely wrapping and protecting fragile items, our Wrapping systems are used to line boxes and provide separation when shipping multiple objects.
Our Wrapping protective systems create pads or paper mesh to securely wrap and protect fragile items from shock and surface damage sustained during the shipping and handling process. We sell our Wrapping products under the brand names WrapPak ® and Geami ® .
Our Distribution Model Distributors. We sell the vast majority of our paper packaging materials to an established network of over 300 distributors worldwide which, in turn, store, market and sell our products, including bundles and rolls, to end-users.
We sell the vast majority of our paper packaging materials to an established network of over 250 distributors worldwide which, in turn, store, market and sell our products to end-users. These distributors vary in size and, generally, offer a broad suite of packaging and other warehousing products and services to the end-users they serve.
Our business is global, with a strong presence in the U.S. and Europe along with an expanding footprint in Asia enabling us to serve multi-national customers across more than 50 countries. • Distinct Business Model .
Many end-customers utilize warehouse automation integrators to implement sophisticated and comprehensive warehouse automation and logistics solutions which can include end-of-line packaging needs. 7 Table of Contents Operating Segments Our business is global, with a strong presence in the U.S. and Europe along with an expanding footprint in Asia, enabling us to serve multi-national customers across more than 50 countries.
Rather, we design and sell our AS systems outright to our customers and derive revenue by designing, manufacturing, installing, and servicing AS systems at end-user facilities. Depending on the needs of a customer, our APS systems are sold outright to the customer or may include a mix of components sold outright and components of which we retain ownership.
Unlike our PPS systems, we do not retain ownership of our AS systems, and in most cases do not retain ownership of our APS systems. Rather, we design and sell our AS systems outright to our customers and derive revenue by designing, manufacturing, installing, and servicing AS systems at end-user facilities.
Our APS systems utilize proven Ranpak paper converter technology and help end users automate the void-filling and box closure processes after product packing is complete.
Our systems allow end-users to minimize dunnage use, utilize sustainable dunnage, and improve the speed and efficiency of end-of-line packaging operations as well as help reduce product returns from damage during shipment. Our APS systems utilize proven Ranpak paper converter technology and help end users automate the void-filling and box closure processes after product packing is complete.
ITEM 1. BUSINESS Our Business Ranpak is a leading provider of environmentally sustainable, systems-based, product protection and end-of-line automation solutions for e-commerce and industrial supply chains. Since our inception in 1972, we have delivered high quality protective packaging solutions, while maintaining our commitment to environmental sustainability. We differentiate ourselves by our: • Comprehensive Suite of Solutions.
ITEM 1. BUSINESS Overview Ranpak Holdings Corp. (“Ranpak,” the “Company,” “we,” or “us”) is a leading provider of Protective Packaging Solutions (“PPS”) products and end-of-line automation solutions for e-commerce and industrial supply chains. Since our inception in 1972, we have delivered a broad array of value-added solutions to global customers, while maintaining our commitment to environmental sustainability.
We believe our investments in paper innovations help close the price gap for sustainable solutions and provide an important tailwind for continued growth. • Demand for Automation and Machine Vision . Our Automation and Machine Vision product lines provide significant improvements to end-of-line packaging speed, lower labor costs, and valuable data and statistics on end-of-line performance for many high-volume businesses.
Our Automation and Machine Vision product lines provide many high-volume businesses with significant improvements to end-of-line packaging speed, reduced labor, material and shipping costs, and the generation of valuable data and statistics on end-of-line performance.
Governmental Regulation Federal, State, Local, and International Regulations We are required to comply with numerous laws and regulations covering areas such as workplace health and safety, data privacy and protection, labor and employment. We monitor changes in these laws to maintain compliance with applicable requirements.
We are also vigilant in protecting our intellectual property, by monitoring competitor activity, providing notice to potential infringers, and bringing litigation whenever and wherever necessary and appropriate. Governmental Regulation Federal, State, Local, and International Regulations We are required to comply with numerous laws and regulations covering areas such as workplace health and safety, data privacy and protection, labor and employment.
Business Segments Our business is global, with a strong presence in the U.S. and Europe along with an expanding footprint in Asia. We have organized our business into two operating segments, North America and Europe/Asia which reflects the way we evaluate our business performance and manage our operations.
We have organized our business on a geographic basis, and report our financial performance using two segments, North America and Europe/Asia, which reflects the way we evaluate our business performance and manage our operations.
We believe businesses and consumers are increasingly demonstrating preferences for environmentally sustainable cold chain solutions to keep food and beverages cold during transit. We have expanded our offering to include fiber-based liners and sustainable plant-based cool packs to keep perishable goods cool while they are being delivered to consumers. • Expansion into Consumables .
We have expanded our offering to include fiber-based liners and sustainable plant-based cool packs to keep perishable goods cool while they are being delivered to consumers, such as the RecyCold® climaliner Plus™.
Our machine vision solutions provide customers with insights into their business such as data on void-levels for compliance checks and improved packaging. These solutions offer end-users numerous benefits including the reduction of shipping costs, waste, and labor, resulting in improved efficiency.
Our machine vision solutions provide customers with insights into their business, such as data on void-levels for compliance checks and improved packaging. Our AS products are comprised of configurable automated systems that fulfill the needs of end-of-line packaging automation for product distribution and shipping.
Our systems provide for the capability to insert void-fill and close multiple dimensions of box sizes to suit the end user needs. Our APS systems can be fully automated or semi-automated, depending on end-user business process requirements.
Our systems provide for the capability to insert void-fill and close multiple dimensions of box sizes, and can be fully automated or semi-automated to suit the end user needs. These systems allow end-users to minimize labor, optimize their use of dunnage, improve protection for items being shipped and make end-of-line packaging operations more efficient.
In 2024, approximately 79% of our total net revenue was derived from sales to our distributors. End-Users. In addition, we sell our PPS systems and Automation products directly to certain select end-users. Our end-users vary in size from extremely small specialty manufacturers or retailers to some of the largest global e-commerce companies.
In 2025, approximately 80% of our total net revenue was derived from sales to our distributors. End-Users. In addition, we sell our PPS systems and Automation products directly to certain select end-users, including those that operate some of the largest, most complex and sophisticated warehouse operations into which our PPS and Automation systems are integrated.
We typically negotiate supply and pricing arrangements with most of our paper suppliers quarterly or semi-annually, many of which we have long-standing relationships with, which helps us mitigate shorter term fluctuations in paper cost. Our Competition We compete with companies producing competing products that are well-established, have significant scale, and have a broad product offering.
We typically negotiate supply and pricing arrangements with most of our paper suppliers quarterly or semi-annually, many of which we have long-standing relationships with, which helps us mitigate shorter term fluctuations in paper cost. Our Industry and Competition The protective packaging industry is highly competitive, featuring both large, scaled, multi-national conglomerates and smaller, regional specialists.
We work to respond to customer needs and develop innovative products and solutions that improve supply chain performance, reduce costs and environmental impact, and deliver value.
All of our packaging solutions are 100% recyclable, renewable, and biodegradable. Our automation solutions reduce packing time and materials, resulting in significant cost savings for our customers. We continue to work to respond to customer needs and develop innovative products and a comprehensive suite of solutions that improve supply chain performance, reduce costs and environmental impact, and deliver value.
Our Automation Products Our AS products are comprised of configurable automated systems that fulfill the needs of end-of-line packaging automation for product distribution and shipping. We utilize a right-sizing technique that optimizes the size of corrugated boxes to fit the contents being shipped.
We utilize a right-sizing technique that optimizes the size of corrugated boxes to fit the contents being shipped. In addition to optimizing box-size, we offer AS systems to automatically erect and form corrugated boxes.
Our revenues are geographically diverse, with approximately 44% of our 2024 net revenue generated in North America, approximately 48% generated in Europe, and approximately 8% generated in Asia and other locations.
In 2025, we generated net revenue of $395.0 million. Our revenues are geographically diverse, with approximately 47% of our 2025 net revenue generated in North America, approximately 45% generated in Europe, and approximately 8% generated in Asia and other locations. We have over 145,000 installed systems serving over 30,000 end-users as of December 31, 2025.
Direct sales to end-users accounted for approximately 21% of our net revenue in 2024. Integrators. We also sell our Automated Solutions to end-customers through a network of warehouse automation integrators. Many end-customers utilize warehouse automation integrators to implement sophisticated and comprehensive warehouse automation and logistics solutions which can include end-of-line packaging needs.
Our engineering and other teams also assist our direct-sale end-users in ensuring the optimal customized installation of our products at their facilities. Direct sales to end-users accounted for approximately 20% of our net revenue in 2025. Integrators. We also sell our Automated Solutions to end-customers through a network of warehouse automation integrators.
We expect that, beginning in 2026, we will be required to disclose certain environmental, social and governance impacts, risks and opportunities for our fiscal year 2025 pursuant to CSRD. Compliance with, or liability under, these laws and regulations can require us to incur significant costs and have a material adverse effect on our capital expenditures, earnings, and competitive position.
Compliance 10 Table of Contents with, or liability under, these laws and regulations can require us to incur significant costs and have a material adverse effect on our capital expenditures, earnings, and competitive position. Available Corporate Information We maintain a website at www.ranpak.com.
Through our extensive distributor network and select direct sales, we have over 140,000 installed systems serving over 30,000 end-users as of December 31, 2024. We have a full suite of paper-based PPS systems to meet the needs of diversified and growing end-user markets, from small businesses to global corporations.
Our PPS Products We offer a full suite of paper-based PPS systems to meet the needs of diversified and growing end-user markets, from small businesses to global corporations. We believe our PPS systems are known for their reliability, speed and total cost 5 Table of Contents effectiveness.
Other . Our end-users also operate in many other industries, including Warehousing (approximately 6% of net revenue in 2024), Home Furnishings (approximately 4%), Food and Beverage (approximately 3%), medical supplies (approximately 2%), Printing and Business Services (approximately 2%), and other various industries (14%).
Sales to our machinery end-users accounted for approximately 6% of our net revenue in 2025. 8 Table of Contents Others . Our end-users also operate in many other industries, including the automotive aftermarket, electronics, pharmaceuticals, home furnishing, food and beverage, warehousing, and other various industries and accounted for approximately 43% of our net revenue in 2025, in the aggregate.
We believe that growing environmental awareness world-wide, combined with an increasing regulatory trend to limit the use of polymer-based foams and plastic films in many jurisdictions, present an opportunity for our paper-based protective packaging solutions in an ever-expanding number of geographies.
Furthermore, growing environmental awareness and increasing regulatory trends to limit the use of polymer-based foams and plastics present an opportunity for our fiber-based protective packaging solutions. We aim to grow beyond our current PPS systems by expanding our offerings into new end-markets. • Drive innovation .
It is a highly efficient paper-based sustainable thermal liner designed to support Cold Chain shipping needs across a variety of end markets, by ensuring that products stay within their ideal temperature range for up to 72 hours, while simultaneously ensuring recyclability and sustainability. • Intellectual Property .
Innovative solutions such as the RecyCold Climaliner plus represent a 100% paper-based recyclable liner replacement for expanded polystyrene foam or other less sustainable cold chain options, while still ensuring that products stay within their ideal temperature range for up to 72 hours. • Focus on Sustainability .
Most competing manufacturers offer multi-substrate solutions including foam, loose-fill, plastic air pillows, and plastic bubble wrap in addition to a fiber-based offering.
Our primary competitors for our PPS products include Sealed Air Protective Division, Pregis (FP International/Easypack), Intertape Polymer Group (IPG), Storopack and Sprick. Most of these manufacturers offer multi-substrate solutions including traditional plastic- and petroleum-based materials like foam, loose-fill, plastic air pillows, and plastic bubble wrap, alongside fiber-based products.
Removed
Ranpak provides a comprehensive suite of environmentally friendly end-of-line Protective Packaging, Automation, and Cold Chain solutions. Ranpak believes its ability to provide a broad array of value-added solutions to global customers is a key differentiator compared to our Protective Packaging competition and enables Ranpak to have deeper relationships with its end customers.
Added
Sales to end-users in the food and beverage industry represented approximately 3% of our net revenue in 2025, but we believe businesses and consumers are increasingly demonstrating preferences for environmentally sustainable cold chain solutions to keep food and beverages cold during transit.
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These end-users include leading e-commerce companies, as well as suppliers and sellers of automotive after-market parts, information technology (“IT”)/electronics, machinery, home goods, industrial, warehousing/transport services, healthcare, and other products. • Well Established, Long-Term Distributor Relationships . We have arrangements with over 300 distributors globally, which enable us to reach thousands of small and medium-sized end-users.
Added
To achieve these goals, we are focused on the following strategic priorities: • Automation and Machine Vision . Our Automation products represented 10% of our net revenue in 2025, compared to 8% of our net revenue in 2024.
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We have long-term, established relationships with our distributors and the continuity of these relationships evidences the strength of our business model, as well as the value proposition we provide for our distributors and end-users.
Added
We have continued to strengthen our focus on Automation through strategic investments in Pickle Robot Co. (“Pickle”) and a commercial partnership with Rabot Inc. (“Rabot”). Pickle is a robotics-solutions company which has developed robots for sorting, loading and unloading packaged goods.
Removed
Furthermore, the depth and longevity of these relationships have created a distributor network that is highly knowledgeable and well versed in conveying the benefits of our systems to new and existing end-users.
Added
Rabot’s physical AI platform uses machine vision to provide actionable insights to help businesses optimize packing workflows and minimize material waste. Together with our strategic partners, we provide customized solutions for packing environments, and believe we are uniquely positioned to respond to demand for intelligent warehouse automation. • Geographic and Market Expansion .
Removed
Moreover, substantially all of our net revenue from distributors is generated by those who have agreed to sell our products exclusively and not to sell or promote our competitors’ paper-based solutions. • Reputation as a Reliable Leader in Comprehensive Fiber-Based Solutions . We believe our PPS systems are known for their reliability, speed, and total cost effectiveness.
Added
Our recent innovations include: • TheFillPak® Mini, which has an ultra-compact design that provides high efficiency even in tight packaging spaces; • GrasiKraft™, a sustainable paper-based void fill solution crafted from a combination of grass fibers and recycled paper; • Geami Wrap ‘n Go™, which uses patented technology to expand die-cut kraft paper into a protective 3D honeycomb structure, which can be used on its own or combined with soft-tissue interleaf paper for delicate items and special purchases; • Print’it!™, an in-line printing solution that allows customers to print full-color customized designs on packaging, supporting branding while optimizing efficiency; and • Cut’it!™ XL, which enables a standard packing process for oversized, bulky or multi-item orders by providing rightsizing automation for extra-large boxes.
Removed
Our Automated Paper Solutions (“APS”) and Automated Solutions (“AS”) (collectively, “Automation”) product lines provide end-of-line automation systems that solve distinct challenges facing end-users of our products: • Automated Dunnage Insertion .

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThis could cause the market price of our common stock to drop significantly, even if our business is doing well. • Certain of our stockholders, including JS Capital, own a significant portion of our outstanding voting stock. • Provisions in our organizational documents may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A common stock and could entrench management. • Our organizational documents designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for substantially all disputes between the Company and our stockholders, to the fullest extent permitted by law, which could limit the Company’s stockholders’ ability to obtain a favorable judicial forum for disputes. • The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. • The price of our securities has been and may continue to be volatile. 13 Table of Contents • If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or adversely change their recommendations, the price and trading volume of our common stock could decline. • Our level of outstanding indebtedness could adversely affect us and our ability to fulfill our obligations. • Our debt financing may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us. • We experience competition in the markets for our products and services. • Unfavorable end-user responses to price increases could have a material adverse impact. • Our performance, competitive position and prospects for future growth could be negatively impacted if new products we develop do not meet sales or margin expectations. • Our efforts to expand beyond our core product offerings and into adjacent markets may not succeed. • Uncertain global economic conditions, inflationary pressures, and geopolitical unrest have had and could continue to have an adverse effect. • Cyber risk and the failure to maintain the integrity of our operational or security systems or infrastructure, or those of third parties with which we do business, could have a material adverse effect. • We may not be able to successfully implement our strategic transformation initiatives, including our enterprise resource planning (“ERP”) system implementation. • Political and economic instability and risk of government actions affecting our business and our end-users or suppliers may adversely impact our business, results of operations and cash flows. • We rely on third-party distributors to store, sell, market, service and distribute our products. • We depend on third parties for transportation services. • Our insurance policies may not cover all operating risks and a casualty loss beyond the limits of our coverage could adversely impact us. • Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited. • Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect us. • We may record a significant amount of goodwill and other identifiable intangible assets and we may never realize the full carrying value of the related assets. • Our management has identified material weaknesses in our internal control over financial reporting, which could, if not promptly remediated, result in material misstatements in our future financial statements. • We are dependent upon certain key personnel. • Disruption and volatility of the financial and credit markets could affect our external liquidity sources. • We may be unable to obtain additional financing to fund our operations or growth.
Biggest changeThis could cause the market price of our common stock to drop significantly, even if our business is doing well. • Certain of our stockholders, including JS Capital, own a significant portion of our outstanding voting stock. • Provisions in our organizational documents may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A common stock and could entrench management. • Our organizational documents designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for substantially all disputes between the Company and our stockholders, to the fullest extent permitted by law, which could limit the Company’s stockholders’ ability to obtain a favorable judicial forum for disputes. • The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. • The price of our securities has been and may continue to be volatile. • If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or adversely change their recommendations, the price and trading volume of our common stock could decline. • Our level of outstanding indebtedness could adversely affect us and our ability to fulfill our obligations. • Our debt financing may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us. • We experience competition in the markets for our products and services. • Unfavorable end-user responses to price increases could have a material adverse impact. • Our performance, competitive position and prospects for future growth could be negatively impacted if new products we develop do not meet sales or margin expectations. • Our efforts to expand beyond our core product offerings and into adjacent markets may not succeed. • Uncertain global economic conditions, inflationary pressures, and geopolitical unrest have had and could continue to have an adverse effect. • Cyber risk and the failure to maintain the integrity and/or prevent disruptions of our operational or security systems or infrastructure, or those of third parties with which we do business, could have a material adverse effect. • Political and economic instability and risk of government actions affecting our business and our end-users or suppliers may adversely impact our business, results of operations and cash flows. • We rely on third-party distributors to store, sell, market, service and distribute our products. • We depend on third parties for transportation services. • Our insurance policies may not cover all operating risks and a casualty loss beyond the limits of our coverage could adversely impact us. • Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited. • Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect us. • We have recorded and may record additional significant amount of goodwill and other identifiable intangible assets and we may never realize the full carrying value of the related assets. • We may identify material weaknesses in our internal control over financial reporting or otherwise fail to maintain effective internal controls, which could adversely affect our financial reporting, our reputation, operations, and market price of our common stock. • We are dependent upon certain key personnel. • Disruption and volatility of the financial and credit markets could affect our external liquidity sources. • We may be unable to obtain additional financing to fund our operations or growth. 12 Table of Contents Risks Related to Our Business We may be unable to secure a sufficient supply of paper to meet our production requirements given the limited number of suppliers that produce paper suitable for our products.
In the United States, at the state level, in 2023 California enacted legislation that will ultimately require certain companies that do business in California to publicly disclose their Scopes 1, 2 and 3 greenhouse gas emissions, with third-party assurance of such data, and issue public reports on their climate-related financial risk and related mitigation measures; and requires companies that operate in California and make certain climate-related claims to provide enhanced disclosures around the achievement of such claims.
In the United States, at the state level, California enacted legislation in 2023 that will ultimately require certain companies that do business in California to publicly disclose their Scopes 1, 2 and 3 greenhouse gas emissions, with third-party assurance of such data, and issue public reports on their climate-related financial risk and related mitigation measures; and requires certain companies that operate in California and make certain climate-related claims to provide enhanced disclosures around the achievement of such claims.
In addition, any additional disruptions or difficulties that may occur in connection with our ERP system or other systems (whether in connection with the regular operation, periodic enhancements, modifications or upgrades of such systems or the integration of any acquired businesses into such systems, or due to cybersecurity events such as ransomware attacks) could also adversely affect our ability to manufacture products, process orders, deliver products, provide customer support, fulfill contractual obligations, track inventories, or otherwise operate our business, in particular as a result of our limited experience implementing such systems and limited access to qualified information technology personnel.
In addition, disruptions or difficulties that may occur in connection with our ERP system or other systems (whether in connection with the regular operation, periodic enhancements, modifications or upgrades of such systems or the integration of any acquired businesses into such systems, or due to cybersecurity events such as ransomware attacks) could also adversely affect our ability to manufacture products, process orders, deliver products, provide customer support, fulfill contractual obligations, track inventories, or otherwise operate our business, in particular as a result of our limited experience implementing such systems and limited access to qualified information technology personnel.
As a result, any adverse development in the tax laws of any of these jurisdictions or any disagreement with our tax positions could have a material adverse effect. • We are subject to a variety of evolving environmental and governmental regulations and product registration laws that expose us to potential financial liability and increased operating costs. • We face risks associated with climate and sustainability matters, including climate change. • If we are not able to protect or maintain our trademarks, patents and other intellectual property, we may not be able to prevent competitors from developing similar products or from capitalizing on our trademarks. • We are subject to anti-corruption and anti-money laundering laws with respect to both our domestic and international operations, and non-compliance with such laws can subject us to criminal and civil liability and harm our business. • Product liability claims or regulatory actions could adversely affect us, our reputation or the value of our brands. • Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect us. • We are subject to litigation in the ordinary course of business, and uninsured judgments or a rise in insurance premiums may adversely impact us. • A significant portion of our total outstanding shares may be sold into the market in the near future.
As a result, any adverse development in the tax laws of any of these jurisdictions or any disagreement with our tax positions could have a material adverse effect. • We are subject to a variety of evolving environmental and governmental regulations and product registration laws that expose us to potential financial liability and increased operating costs. • We face risks associated with climate and sustainability matters, including climate change. • If we are not able to protect or maintain our trademarks, patents and other intellectual property, we may not be able to prevent competitors from developing similar products or from capitalizing on our trademarks. • We are subject to anti-corruption and anti-money laundering laws with respect to both our domestic and international operations, and non-compliance with such laws can subject us to criminal and civil liability and harm our business. • Product liability claims or regulatory actions could adversely affect us, our reputation or the value of our brands. • Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect us. 11 Table of Contents • We are subject to litigation in the ordinary course of business, and uninsured judgments or a rise in insurance premiums may adversely impact us. • A significant portion of our total outstanding shares may be sold into the market in the near future.
We have outstanding debt, and the outstanding indebtedness may: • adversely impact our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions or other general corporate purposes; • require us to dedicate a substantial portion of our cash flow to payment of principal and interest on our debt and fees on our letters of credit, which reduces the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes; • subject us to the risk of increased sensitivity to interest rate increases based upon variable interest rates, including our outstanding borrowings; • increase the possibility of an event of default under the financial and operating covenants contained in our existing debt instruments; and • limit our ability to adjust to rapidly changing market conditions, reduce our ability to withstand competitive pressures and make it more vulnerable to a downturn in general economic conditions of our business than their competitors with less debt.
We have outstanding debt, and the outstanding indebtedness may: • adversely impact our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions or other general corporate purposes; • require us to dedicate a substantial portion of our cash flow to payment of principal and interest on our debt and fees on our letters of credit, which reduces the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes; • subject us to the risk of increased sensitivity to interest rate increases based upon variable interest rates, including our outstanding borrowings; • increase the possibility of an event of default under the financial and operating covenants contained in our existing debt instruments; and 22 Table of Contents • limit our ability to adjust to rapidly changing market conditions, reduce our ability to withstand competitive pressures and make it more vulnerable to a downturn in general economic conditions of our business than their competitors with less debt.
Our investments in R&D may not yield the results expected. In order to compete in the protective packaging market, we must, among other things, adapt to changing consumer preferences and a competitive market through technological innovation.
Our investments in R&D may not yield the results expected. To compete in the protective packaging market, we must, among other things, adapt to changing consumer preferences and a competitive market through technological innovation.
These risks include, but are not limited to: • the risk that our supplier agreements will be terminated, or that we will not be able to renew our agreements on favorable economic terms, and as a result our cost of sales will increase; • the risk that our suppliers, including those in China that supply a majority of the components and systems provided to our end-users, will experience operational delays or disruptions that will affect our ability to produce protective packaging systems or provide them to our distributors and end-users; • the risk that our suppliers will fail, or will no longer be able to provide the components which we use to produce our protective packaging systems; • the risk that our suppliers will not be able to meet an increase in demand for the components which we use to produce our protective packaging systems; • the risk that our suppliers’ costs will increase, and that they will increase the prices of components or fully assembled protective packaging systems; • the risk that suppliers of fully assembled protective packaging systems will increase their prices or will no longer be able to provide us with protective packaging systems; and • the risk that our suppliers in China will be subject to increased trade barriers as a result of U.S.-Chinese trade measures, and such trade barriers will increase the costs of these components and systems or negatively impact our ability to purchase these components and systems.
These risks include, but are not limited to: • the risk that our supplier agreements will be terminated, or that we will not be able to renew our agreements on favorable economic terms, and as a result our cost of sales will increase; • the risk that our suppliers, including those in China that supply a majority of the components and systems provided to our end-users, will experience operational delays or disruptions that will affect our ability to produce protective packaging systems or provide them to our distributors and end-users; • the risk that our suppliers will fail, or will no longer be able to provide the components which we use to produce our protective packaging systems; • the risk that our suppliers will not be able to meet an increase in demand for the components which we use to produce our protective packaging systems; • the risk that our suppliers’ costs will increase, and that they will increase the prices of components or fully assembled protective packaging systems; 13 Table of Contents • the risk that suppliers of fully assembled protective packaging systems will increase their prices or will no longer be able to provide us with protective packaging systems; and • the risk that our suppliers in China will be subject to increased trade barriers as a result of U.S.-Chinese trade measures, and such trade barriers will increase the costs of these components and systems or negatively impact our ability to purchase these components and systems.
We rely on third-party distributors to store, sell, market, service and distribute our products. We rely on our network of third-party distributors to store, sell (in the case of paper consumables), market, service and distribute our protective packaging systems and paper consumables to a majority of our end-users.
We rely on our network of third-party distributors to store, sell (in the case of paper consumables), market, service and distribute our protective packaging systems and paper consumables to a majority of our end-users.
Risks inherent in our international operations include: • foreign currency exchange controls and tax rates, and exchange rate fluctuations, including devaluations; • the potential for changes in regional and local economic conditions, including regional or local inflationary pressures and/or regional or local energy disruptions or price increases; 16 Table of Contents • laws and regulations governing foreign investment, foreign trade and currency exchange, such as those on transfer or repatriation of funds, which may affect our ability to repatriate cash as dividends or otherwise and may limit our ability to convert foreign cash flows into USD; • restrictive governmental actions such as those on trade protection matters, including antidumping duties, tariffs, embargoes and prohibitions or restrictions on acquisitions or joint ventures; • burdens and risks of complying with a number and variety of foreign laws and regulations, including the U.S.
Risks inherent in our international operations include: • foreign currency exchange controls and tax rates, and exchange rate fluctuations, including devaluations; • the potential for changes in regional and local economic conditions, including regional or local inflationary pressures and/or regional or local energy disruptions or price increases; • laws and regulations governing foreign investment, foreign trade and currency exchange, such as those on transfer or repatriation of funds, which may affect our ability to repatriate cash as dividends or otherwise and may limit our ability to convert foreign cash flows into USD; • restrictive governmental actions such as those on trade protection matters, including antidumping duties, tariffs, embargoes and prohibitions or restrictions on acquisitions or joint ventures; • burdens and risks of complying with a number and variety of foreign laws and regulations, including the U.S.
Some jurisdictions in which we operate have laws and regulations that govern the registration and labeling of some of our products. For example, we are subject to environmental compliance obligations for our European operations under the European Union (“EU”) Regulation “Registration, Evaluation, Authorization, and Restriction of Chemicals” (EU Regulation No. 2006/1907) enacted on December 18, 2006.
Some jurisdictions in which we operate have laws and regulations that govern the registration and labeling of some of our products. For example, we are subject to environmental compliance obligations for our European operations under the EU Regulation “Registration, Evaluation, Authorization, and Restriction of Chemicals” (EU Regulation No. 2006/1907) enacted on December 18, 2006.
If this were to occur, we could face significant material adverse consequences, including: • a limited availability of market quotations for our securities; 22 Table of Contents • reduced liquidity for our securities; • a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; • a limited amount of news and analyst coverage; and • a decreased ability to issue additional securities or obtain additional financing in the future.
If this were to occur, we could face significant material adverse consequences, including: • a limited availability of market quotations for our securities; • reduced liquidity for our securities; • a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; • a limited amount of news and analyst coverage; and • a decreased ability to issue additional securities or obtain additional financing in the future.
If Smurfit or one of our other major suppliers of paper in any of the markets in which we operate, fails or experiences an interruption or delay in service, there may be short-term or long-term disruption in our ability to secure paper from qualified sources and we may not have enough inventory to maintain our production schedule or continue to 14 Table of Contents provide paper consumables to our distributors and end-users on a timely basis, or at all.
If Smurfit or one of our other major suppliers of paper in any of the markets in which we operate, fails or experiences an interruption or delay in service, there may be short-term or long-term disruption in our ability to secure paper from qualified sources and we may not have enough inventory to maintain our production schedule or continue to provide paper consumables to our distributors and end-users on a timely basis, or at all.
Cyber risk and the failure to maintain the integrity of our operational or security systems or infrastructure, or those of third parties with which we do business, could have a material adverse effect on our business, financial condition or results of operations.
Cyber risk and the failure to maintain the integrity and/or prevent disruption of our operational or security systems or infrastructure, or those of third parties with which we do business, could have a material adverse effect on our business, financial condition or results of operations.
Our organizational documents designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for substantially all disputes between the Company and our stockholders, to the fullest extent permitted by law, which could limit the Company’s stockholders’ ability to obtain a favorable judicial forum for disputes with the Company or our directors, officers, stockholders, employees or agents.
Our organizational documents designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for substantially all disputes between the Company and our stockholders, to the fullest extent permitted by law, 20 Table of Contents which could limit the Company’s stockholders’ ability to obtain a favorable judicial forum for disputes with the Company or our directors, officers, stockholders, employees or agents.
ITEM 1A. RISK FACTORS Summary Risk Factors Our business faces significant risks. In addition to the summary below, you should carefully review the “Risk Factors” section of this Report. We may be subject to additional risks and uncertainties not presently known to us or that we 12 Table of Contents currently deem immaterial.
ITEM 1A. RISK FACTORS Summary Risk Factors Our business faces significant risks. In addition to the summary below, you should carefully review the “Risk Factors” section of this Report. We may be subject to additional risks and uncertainties not presently known to us or that we currently deem immaterial.
Many countries in the European Union, as well as a number of other countries and organizations such as the Organization for Economic Cooperation and Development, are actively considering changes to existing tax laws that, if enacted, could increase our tax obligations in countries where we do business.
Many countries in the European Union, as well as a number of other countries and organizations such as the Organization for Economic Cooperation and Development, are actively considering changes to existing tax laws that, if enacted, could increase our tax obligations in countries where we do 16 Table of Contents business.
It is also possible that any further disruption or difficulties in connection with our ERP system could again adversely impact the effectiveness of our internal control over financial reporting, which could lead to further material weaknesses or significant deficiencies in our controls, which in turn could adversely affect our business, financial condition or results of operations.
It is also possible that disruption or difficulties in connection with our ERP system could adversely impact the effectiveness of our internal control over financial reporting, which could lead to material weaknesses or significant deficiencies in our controls, which in turn could adversely affect our business, financial condition or results of operations.
Any failure of a third-party transportation provider to deliver raw materials or finished products in a timely manner could harm our 27 Table of Contents reputation, negatively impact our end-user relationships and have a material adverse effect on our financial condition or results of operations.
Any failure of a third-party transportation provider to deliver raw materials or finished products in a timely manner could harm our reputation, negatively impact our end-user relationships and have a material adverse effect on our financial condition or results of operations.
We test goodwill and intangible assets with indefinite useful lives for possible 28 Table of Contents impairment annually during the fourth quarter of each fiscal year or more frequently if events or changes in circumstances indicate that the asset might be impaired.
We test goodwill and intangible assets with indefinite useful lives for possible impairment annually during the fourth quarter of each fiscal year or more frequently if events or changes in circumstances indicate that the asset might be impaired.
These and other factors may have a material adverse effect on our business, results of operation or financial condition. 15 Table of Contents Demand for our products could be adversely affected by changes in end-user or consumer preferences, which could have a material adverse effect on our business, financial condition or results of operations.
These and other factors may have a material adverse effect on our business, results of operation or financial condition. Demand for our products could be adversely affected by changes in end-user or consumer preferences, which could have a material adverse effect on our business, financial condition or results of operations.
Factors affecting the trading price of our securities may include: • actual or anticipated fluctuations in our annual or quarterly financial results or the annual or quarterly financial results of companies perceived to be similar to us; • changes in the market’s expectations about our operating results; • success of competitors; • our operating results failing to meet the expectation of securities analysts or investors in a particular period; • changes in financial estimates and recommendations by securities analysts concerning the Company or the market in general; • operating and stock price performance of other companies that investors deem comparable to the Company; • changes in laws and regulations affecting our business; • commencement of, or involvement in, litigation involving the Company; • changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; • the volume of common stock available for public sale; • any major change in our board of directors or management; • sales of substantial amounts of common stock by our directors, executive officers or significant shareholders or the perception that such sales could occur; and • general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.
In such circumstances, the trading price of our securities may not recover and may experience a further decline. 21 Table of Contents Factors affecting the trading price of our securities may include: • actual or anticipated fluctuations in our annual or quarterly financial results or the annual or quarterly financial results of companies perceived to be similar to us; • changes in the market’s expectations about our operating results; • success of competitors; • our operating results failing to meet the expectation of securities analysts or investors in a particular period; • changes in financial estimates and recommendations by securities analysts concerning the Company or the market in general; • operating and stock price performance of other companies that investors deem comparable to the Company; • changes in laws and regulations affecting our business; • commencement of, or involvement in, litigation involving the Company; • changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; • the volume of common stock available for public sale; • any major change in our board of directors or management; • sales of substantial amounts of common stock by our directors, executive officers or significant shareholders or the perception that such sales could occur; and • general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.
For example, we could encounter difficulties in attracting new end-users due to lower levels of familiarity with our brand among potential distributor partners and end-users in 25 Table of Contents markets we do not currently serve and customer acceptance of our products is not guaranteed.
For example, we could encounter difficulties in attracting new end-users due to lower levels of familiarity with our brand among potential distributor partners and end-users in markets we do not currently serve and customer acceptance of our products is not guaranteed.
This 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 distributors or end-users.
This could 24 Table of Contents 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 distributors or end-users.
If any of the analysts who may cover us change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our 23 Table of Contents competitors, the price of our common stock would likely decline.
If any of the analysts who may cover us change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, the price of our common stock would likely decline.
For example, in 2024, we purchased approximately 73% and 39% of our raw paper requirements in North America and globally, respectively, from a single supplier, Smurfit WestRock Company (“Smurfit”). Increasing consolidation among our suppliers or the paper supply market more broadly may increase our reliance on existing suppliers or impact our ability to obtain alternative suppliers, if necessary.
For example, in 2025, we purchased approximately 60% and 27% of our raw paper requirements in North America and globally, respectively, from a single supplier, Smurfit WestRock Company (“Smurfit”). Increasing consolidation among our suppliers or the paper supply market more broadly may increase our reliance on existing suppliers or impact our ability to obtain alternative suppliers, if necessary.
We could also be required to recall possibly defective products, or voluntarily do so, 20 Table of Contents which could result in adverse publicity and significant expenses and reduced net revenue.
We could also be required to recall possibly defective products, or voluntarily do so, which could result in adverse publicity and significant expenses and reduced net revenue.
In addition, although we have implemented policies and procedures to ensure compliance with anticorruption and related laws, there can be no assurance that all of our employees, representatives, contractors, partners, or agents will comply with these laws at all times.
In addition, although we have implemented policies and procedures to ensure compliance with anti-corruption and related laws, there can be no assurance that all of our employees, 18 Table of Contents representatives, contractors, partners, or agents will comply with these laws at all times.
Further, new and emerging regulatory initiatives in the U.S., European Union (“EU”) and the U.K. related to climate change and ESG could adversely affect our business, including initiatives and regulations deriving from the European 18 Table of Contents Sustainability Reporting Standards promulgated by the EU in July 2023, under the EU’s Corporate Sustainability Reporting Directive (“CSRD”), which will require that we make certain disclosures in 2026 relating to our ESG impacts, risks and opportunities for fiscal year 2025.
Further, new and emerging regulatory initiatives in the U.S., EU, and the U.K. related to climate change and ESG could adversely affect our business, including initiatives and regulations deriving from the European Sustainability Reporting Standards promulgated by the EU in July 2023, under the EU’s CSRD, which will require that we make certain disclosures in 2026 relating to our ESG impacts, risks and opportunities for fiscal year 2025.
If one of our key assembly or paper converter facilities is unable to assemble our products or convert raw paper into our paper consumables, respectively, for an extended period of time, our net revenue may be reduced by the shortfall caused by the disruption and we may not be able to meet our distributors’ and end-users’ needs, which could have a material adverse effect on our business, financial condition or results of operations.
If one of our key assembly or paper converter facilities is unable to assemble our products or convert raw paper into our paper consumables, respectively, for an extended period of time, our net revenue may be reduced by the shortfall caused by the disruption and we may not be able to meet our distributors’ and end-users’ needs, which could have a material adverse effect on our business, financial condition or results of operations. 15 Table of Contents Fluctuations between foreign currencies and USD could materially impact our consolidated financial condition or results of operations.
(“Amazon”) under which, among other things, we agreed to issue to a wholly-owned affiliate of Amazon a warrant to acquire up to 18,716,456 shares of the Company’s Class A common stock (subject to customary anti-dilution adjustments) at an exercise price of $6.8308 per share on the terms and conditions set forth in the warrant. 1,871,646 shares issuable under the warrant vested on the date of the transaction agreement, and the remainder of the issuable shares are subject to vesting over time based on payments made to the Company by Amazon or on Amazon’s behalf under the current and any possible future commercial agreements with the Company, with all such shares vesting upon an aggregate spend of $400 million.
(“Amazon”) under which, among other things, we agreed to issue to a wholly-owned affiliate of Amazon a warrant to acquire up to 18,716,456 shares of the Company’s Class A common stock (subject to customary anti-dilution adjustments) at an exercise price of $6.8308 per share on the terms and conditions set forth in the warrant. 2,882,340 shares are vested and outstanding as of the year ended December 31, 2025 and the remainder of the issuable shares are subject to vesting over time based on payments made to the Company by Amazon or on Amazon’s behalf under the current and any possible future commercial agreements with the Company, with all such shares vesting upon an aggregate spend of $400 million.
We may record a significant amount of goodwill and other identifiable intangible assets and we may never realize the full carrying value of the related assets. We record a significant amount of goodwill and other identifiable intangible assets, including end-user relationships, trademarks and developed technologies.
We have recorded and may record additional significant amounts of goodwill and other identifiable intangible assets and we may never realize the full carrying value of the related assets. We have recorded and may record additional significant amounts of goodwill and other identifiable intangible assets, including end-user relationships, trademarks and developed technologies.
In particular, if additional restrictions on trade with Russia were adopted by the European Union or the United States, and were applicable to our products, we could lose revenue and experience lower growth rates in the future, which could have a material adverse effect on our business, financial condition or results of operations.
In particular, if additional restrictions on trade with Russia were adopted by the European Union or the United States, and were applicable to our products, we could lose revenue and experience lower growth rates in the future, which could have a material adverse effect on our business, financial condition or results of operations. 25 Table of Contents We rely on third-party distributors to store, sell, market, service and distribute our products.
Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.
Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them.
Furthermore, our competitors may develop new products that are better suited to meet consumer demands, may develop and introduce such products before we are able to do so or may otherwise negatively impact the success of our new products, any of which could have a material adverse impact on our business, financial condition or results of operations.
Furthermore, our competitors may develop new products that are better suited to meet consumer demands, may develop and introduce such products before we are able to do so or may otherwise negatively impact the success of our new products, any of which could have a material adverse impact on our business, financial condition or results of operations. 14 Table of Contents The global nature of our operations exposes us to numerous risks that could materially adversely affect our financial condition or results of operations.
The price of our securities has been and may continue to be volatile. The price of our securities can vary due to general market and economic conditions and forecasts, our general business condition and the release of our financial reports. During 2024 our Class A common shares traded between $3.85 and $9.04 per share.
The price of our securities has been and may continue to be volatile. The price of our securities can vary due to general market and economic conditions and forecasts, our general business condition and the release of our financial reports. During 2025, our Class A common shares traded between $2.91 and $8.70 per share.
Failure to comply with any of the covenants in our existing or future financing agreements, including with respect to the senior secured credit facilities, could result in a default under those agreements and under other agreements containing 24 Table of Contents cross-default provisions.
Further, various risks, uncertainties and events beyond our control could affect our ability to comply with these covenants. Failure to comply with any of the covenants in our existing or future financing agreements, including with respect to the senior secured credit facilities, could result in a default under those agreements and under other agreements containing cross-default provisions.
For example, in 2022, energy prices increased significantly, compared to 2021, before declining throughout 2023 compared to 2022. Because we operate in a highly competitive business, we may not be able to pass these increased market costs on to our customers to mitigate the impact of these or future increases in input costs.
Because we operate in a highly competitive business, we may not be able to pass these increased market costs on to our customers to mitigate the impact of these or future increases in input costs.
For example, in September 2018, the U.S. government assessed a 10% tariff on thousands of categories of goods, including parts that we import from China to our domestic facilities to assemble our protective systems, and in February and March of 2025 the U.S. government assessed additional tariffs of 20%.
For example, prior to being invalidated, in February and March 2025, the U.S. government assessed tariffs of 20% on thousands of categories of goods, including parts that we import from China to our domestic facilities to assemble our protective systems, and legal uncertainty remains regarding the tariffs and the availability of any tariffs refunds.
We will continue to assess the ongoing impact of these current and pending changes to tax legislation and the impact on our future financial statements upon the finalization of laws, regulations and additional guidance.
There can be no assurance that any of the proposed changes will be introduced as legislation, or if they are introduced that they will be enacted. We will continue to assess the ongoing impact of these current and pending changes to tax legislation and the impact on our future financial statements upon the finalization of laws, regulations and additional guidance.
Our suppliers rely heavily on the use of certain raw materials, energy sources, and third-party companies for transportation services. Fluctuations in the cost of these inputs may result in variability related to paper costs. In 2023 and 2022, global inflation and other macroeconomic factors, including geopolitical conflicts, contributed to the increases in the cost of paper.
Our suppliers rely heavily on the use of certain raw materials, energy sources, and third-party companies for transportation services. Fluctuations in the cost of these inputs may result in variability related to paper costs. Kraft paper pricing increased in 2025 compared to 2024 due to global inflation and supplier constraints.
Many of our existing competitors also invest substantial resources in ongoing R&D, and we anticipate increased competition as consumer preferences and other trends increase the appeal of our product areas. To the extent that our competitors introduce new products or technologies, such developments could render our products obsolete, less competitive or uneconomical.
Many of our existing competitors also invest substantial resources in ongoing R&D, and we anticipate increased competition as consumer preferences and other trends increase the appeal of our product areas.
As exchange rates vary, our results of operations and profitability may be harmed. 17 Table of Contents We could experience disruptions in operations and/or increased labor costs.
We cannot predict the effects of exchange rate fluctuations on our future operating results or business. As exchange rates vary, our results of operations and profitability may be harmed. We could experience disruptions in operations and/or increased labor costs.
If we are unable to meet these targets or commitments on our projected timelines or at all, or if they are perceived negatively, including the perception that they are not sufficiently robust, or conversely, too costly, our reputation as well as our relationships with our investors, customers and other stakeholders could be harmed, which could adversely impact our business, financial condition or results of operations. 19 Table of Contents If we are not able to protect or maintain our trademarks, patents and other intellectual property, we may not be able to prevent competitors from developing similar products or from marketing their products in a manner that capitalizes on our trademarks, and this loss of a competitive advantage may have a material adverse effect on our business, financial position or results of operations.
If we are unable to meet these targets or commitments on our projected timelines or at all, or if they are perceived negatively, including the perception that they are not sufficiently robust, or conversely, too costly, our reputation as well as our relationships with our investors, customers and other stakeholders could be harmed, which could adversely impact our business, financial condition or results of operations.
Increased compliance costs, increasing risks and penalties associated with violations, or our inability to market some of our products in certain jurisdictions may have a material adverse effect on our business, financial condition or results of operations.
As a result of such requirements, we may be subject to an increased regulatory burden, including significant future environmental compliance, hygiene, health and safety obligations. 17 Table of Contents Increased compliance costs, increasing risks and penalties associated with violations, or our inability to market some of our products in certain jurisdictions may have a material adverse effect on our business, financial condition or results of operations.
As a result, we are exposed to currency fluctuations both in receiving cash from our international operations and in translating our financial results back to USD. During periods of a strengthening USD, reported international net revenue and net earnings could be reduced because foreign currencies may translate into fewer USD.
We translate net revenue and other results denominated in foreign currency into USD for our consolidated financial statements. As a result, we are exposed to currency fluctuations both in receiving cash from our international operations and in translating our financial results back to USD.
Such distributors must convert their local currency into USD or European currency in their business with us, for which foreign exchange rate fluctuations may present additional challenges for the operation of their business. We cannot predict the effects of exchange rate fluctuations on our future operating results or business.
For example, many of our distributors are local entities in the markets in which they operate and utilize foreign currencies to operate their business. Such distributors must convert their local currency into USD or European currency in their business with us, for which foreign exchange rate fluctuations may present additional challenges for the operation of their business.
Economic uncertainty in some of the geographic regions in which we operate, including developing regions, could result in the disruption of commerce and negatively impact our cash flows or operations in those areas.
These operations, particularly in developing regions, are subject to various risks that may not be present or as significant for our North American and European operations. Economic uncertainty in some of the geographic regions in which we operate, including developing regions, could result in the disruption of commerce and negatively impact our cash flows or operations in those areas.
Our environmental costs and operating expenses will be subject to these evolving regulatory requirements and will depend on the scope and timing of the effectiveness of requirements in these various jurisdictions. As a result of such requirements, we may be subject to an increased regulatory burden, including significant future environmental compliance, hygiene, health and safety obligations.
Our environmental costs and operating expenses will be subject to these evolving regulatory requirements and will depend on the scope and timing of the effectiveness of requirements in these various jurisdictions.
We compete with these companies on, among other factors, the performance characteristics of our products, service, price, and the ability to develop new packaging products and solutions.
To the extent that our competitors introduce new products or technologies, such developments could render our products obsolete, less competitive or uneconomical. 23 Table of Contents We compete with these companies on, among other factors, the performance characteristics of our products, service, price, and the ability to develop new packaging products and solutions.
As of December 31, 2024, JS Capital held approximately 37% of our total outstanding shares. In addition, on January 28, 2025, we entered into a transaction agreement with Amazon.com, Inc.
These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. As of December 31, 2025, JS Capital held approximately 36% of our total outstanding shares. In addition, on January 28, 2025, we entered into a transaction agreement with Amazon.com, Inc.
Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations. We are subject to income and other taxes in the United States, and our domestic tax liabilities are subject to the allocation of expenses in differing jurisdictions.
We are subject to income and other taxes in the United States, and our domestic tax liabilities are subject to the allocation of expenses in differing jurisdictions.
Sales of a substantial number of shares of common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock.
This could cause the market price of our common stock to drop significantly, even if our business is doing well. Sales of a substantial number of shares of common stock in the public market could occur at any time.
Foreign exchange rates may also impact the ability of our customers to secure sufficient funds in USD or European currency to purchase goods for export. For example, many of our distributors are local entities in the markets in which they operate and utilize foreign currencies to operate their business.
These changes may impact the value received for the sale of our goods versus those of our competitors. Foreign exchange rates may also impact the ability of our customers to secure sufficient funds in USD or European currency to purchase goods for export.
There can be no assurance as to the actual amount of these liabilities or the timing thereof. We cannot be certain that the outcome of current or future litigation will not have a material adverse impact on our business, results of operations and financial condition.
We cannot be certain that the outcome of current or future litigation will not have a material adverse impact on our business, results of operations and financial condition. 19 Table of Contents Risk Related to Ownership of Our Securities A significant portion of our total outstanding shares may be sold into the market in the near future.
Our effective tax rate would increase if we were required to increase our valuation allowances against our deferred tax assets. In addition, changes in statutory tax rates or other legislation or regulation may change our deferred tax assets or liability balances, with either favorable or unfavorable impacts on our effective tax rate.
Our effective tax rate would increase if we were required to increase our valuation allowances against our deferred tax assets.
Foreign exchange rates can also impact the competitiveness of products produced in certain jurisdictions and exported for sale into other jurisdictions. These changes may impact the value received for the sale of our goods versus those of our competitors.
During periods of a strengthening USD, reported international net revenue and net earnings could be reduced because foreign currencies may translate into fewer USD. Foreign exchange rates can also impact the competitiveness of products produced in certain jurisdictions and exported for sale into other jurisdictions.
The global nature of our operations exposes us to numerous risks that could materially adversely affect our financial condition or results of operations. We maintain production facilities in three countries and territories, and our products are distributed to over 50 countries and territories around the world.
We maintain production facilities in four countries and territories, and our products are distributed to over 50 countries and territories around the world. A substantial portion of our operations are located outside of the United States and 53% of our 2025 revenue was generated outside of North America.
The transaction agreement included customary registration rights relating to shares. Sales of our common stock in the market may cause the market price of our common stock to drop significantly. 21 Table of Contents Certain of our stockholders, including JS Capital, own a significant portion of the outstanding voting stock of the Company.
The issued warrants, if vested and exercised, could result in the issuance of a significant number of shares of our Class A common stock and substantial dilution to existing stockholders. Further, the warrants are subject to customary anti-dilution adjustments. Certain of our stockholders, including JS Capital, own a significant portion of the outstanding voting stock of the Company.
Removed
Risks Related to Our Business We may be unable to secure a sufficient supply of paper to meet our production requirements given the limited number of suppliers that produce paper suitable for our products.
Added
Energy markets have been favorable in 2025 compared to 2024, however, volatility in energy markets driven by geopolitical conflict, including the recent U.S.–Iran hostilities, could increase our cost of goods sold and have a materially adverse effect on our results of operations.
Removed
A substantial portion of our operations are located outside of the United States and 55.8% of our 2024 revenue was generated outside of North America. These operations, particularly in developing regions, are subject to various risks that may not be present or as significant for our North American and European operations.
Added
These cost increases may occur rapidly and may not be fully mitigated by our operational initiatives, sourcing actions, or contractual arrangements. In addition, energy cost inflation can indirectly increase the cost of materials and other inputs across our supplier base, and may increase the costs of warehousing, outsourced processing and other supply-chain services.
Removed
Fluctuations between foreign currencies and USD could materially impact our consolidated financial condition or results of operations. We translate net revenue and other results denominated in foreign currency into USD for our consolidated financial statements.
Added
If we are not able to protect or maintain our trademarks, patents and other intellectual property, we may not be able to prevent competitors from developing similar products or from marketing their products in a manner that capitalizes on our trademarks, and this loss of a competitive advantage may have a material adverse effect on our business, financial position or results of operations.
Removed
The Biden Administration has proposed a minimum tax on book income and increased taxation of international business operations. There can be no assurance that any of the proposed changes will be introduced as legislation, or if they are introduced that they will be enacted.
Added
There can be no assurance as to the actual amount of these liabilities or the timing thereof.
Removed
Risk Related to Ownership of Our Securities A significant portion of our total outstanding shares may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.
Added
The transaction agreement included customary registration rights relating to shares. On August 22, 2025, we entered into a transaction agreement with Walmart Inc.
Removed
Further, various risks, uncertainties and events beyond our control could affect our ability to comply with these covenants.
Added
(“Walmart”) under which, among other things, we agreed to issue to Walmart a warrant to acquire up to 22,500,000 shares of the Company’s Class A common stock (subject to customary anti-dilution adjustments) at an exercise price of $6.8308 per share on the terms and conditions set forth in the warrant. 2,250,000 shares are vested and outstanding as of the year ended December 31, 2025 and the remainder of issuable shares are subject to vesting over time based on payments made to the Company by Walmart or on Walmart’s behalf under the current and any possible future commercial agreements with the Company, with all such shares vesting upon an aggregate spend of $300 million.
Removed
We may not be able to successfully implement our strategic transformation initiatives, including our enterprise resource planning system implementation. We have undertaken several projects to enhance productivity and performance, increase efficiency, and deliver cost savings throughout our business, which may not be achieved on the anticipated timelines, or at all.
Added
The transaction agreement included customary registration rights relating to shares. Immediately prior to the consummation of certain change of control transactions, as defined in the Amazon Transaction Agreement and Walmart Transaction Agreement, the unvested portion of shares will become immediately vested and exercisable.
Removed
For example, during 2022, we implemented a new enterprise resource planning (“ERP”) system that is used to manage our business and summarize our operating results. The implementation of the new ERP system required the investment of significant financial and human capital resources.
Added
In addition, changes in statutory tax rates or other legislation or regulation may change our deferred tax assets or liability balances, with either favorable or unfavorable impacts on our effective tax rate. 26 Table of Contents Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.
Removed
In addition, the implementation of the new ERP system affected operations, including scheduled 26 Table of Contents downtime, processing and shipping inefficiencies, and the delay of pricing increases.
Added
We may identify material weaknesses in our internal control over financial reporting or otherwise fail to maintain effective internal controls, which could adversely affect our financial reporting, our reputation, operations, and market price of our common stock.
Removed
Moreover, the implementation of our new ERP negatively impacted our internal control over financial reporting leading management to conclude that our internal control over financial reporting and our disclosure controls and procedures were ineffective at December 31, 2023. As disclosed in “ Item 9A.
Added
Maintaining effective internal controls over financial reporting is essential to providing reliable and timely financial reports and, together with adequate disclosure controls and procedures, detecting and preventing fraud. Section 404 of the Sarbanes-Oxley Act of 2002 requires both management and our independently registered public accounting firm to evaluate and report on our internal control over financial reporting.
Removed
Controls and Procedures ” of this Report, while we have successfully remediated the material weaknesses related to our ERP system, our internal control over financial reporting and our disclosure controls and procedures continued to be ineffective at December 31, 2024, and there can be no assurances as to the time frame as to when these material weaknesses will be remediated.
Added
Designing, implementing, maintaining, and continuously improving our internal controls requires significant management attention and company resources. Failure to maintain existing or implement new or improved controls, or difficulties encountered in their implementation, could harm our results of operations or cause us to fail to meet our reporting obligations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

4 edited+0 added−1 removed8 unchanged
Biggest changeManagement, together with third-party information security service providers, is responsible for assessing material cybersecurity risks on an ongoing basis, ensuring processes are established to monitor and respond to such potential cybersecurity risks, putting in place appropriate mitigation measures and maintaining cybersecurity programs.
Biggest changeWhen covered during an audit committee meeting, the audit committee reports on its discussion of cybersecurity risks to the full board of directors. 28 Table of Contents Management, together with third-party information security service providers, is responsible for assessing material cybersecurity risks on an ongoing basis, ensuring processes are established to monitor and respond to such potential cybersecurity risks, putting in place appropriate mitigation measures and maintaining cybersecurity programs.
This roadmap includes steps for assessing the severity of a cybersecurity threat, 29 Table of Contents identifying the source of a cybersecurity threat including whether the cybersecurity threat is associated with a third-party service provider, implementing cybersecurity countermeasures and mitigation strategies and informing management and our board of directors of material cybersecurity threats and incidents.
This roadmap includes steps for assessing the severity of a cybersecurity threat, identifying the source of a cybersecurity threat including whether the cybersecurity threat is associated with a third-party service provider, implementing cybersecurity countermeasures and mitigation strategies and informing management and our board of directors of material cybersecurity threats and incidents.
For more information about these risks, please see “ Risk Factors – General Risk Factors – Cyber risk and the failure to maintain the integrity of our operational or security systems or infrastructure, or those of third parties with which we do business, could have a material adverse effect on our business, financial condition or results of operations. ” in this annual report on Form 10-K.
For more information about these risks, please see “ Risk Factors – General Risk Factors – Cyber risk and the failure to maintain the integrity and/or prevent disruption of our operational or security systems or infrastructure, or those of third parties with which we do business, could have a material adverse effect on our business, financial condition or results of operations.”
Our CTO and technology team are experienced information systems security professionals and information security managers with many years of experience.
Our CTO and technology team are experienced information systems security professionals and information security managers with many years of experience. The CTO has over 30 years of experience in technology and information security with companies in various sectors.
Removed
When covered during an audit committee meeting, the audit committee reports on its discussion of cybersecurity risks to the full board of directors.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+1 added−3 removed3 unchanged
Biggest changeThe actual number of holders is greater than the number of record holders and includes holders who are beneficial owners but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include holders whose shares may be held in trust by other entities.
Biggest changeThe actual number of holders is greater than the number of record holders and includes holders who are beneficial owners but whose shares are held in 29 Table of Contents street name by brokers and other nominees. This number of holders of record also does not include holders whose shares may be held in trust by other entities.
In addition, our Board of Directors is not currently contemplating and does not anticipate declaring stock dividends in the foreseeable future. Our ability to declare dividends is limited by restrictive covenants contained within our senior secured credit facilities. Refer to Note 11— Long-Term Debt to our consolidated financial statements for further information.
In addition, our board of directors is not currently contemplating and does not anticipate declaring stock dividends in the foreseeable future. Our ability to declare dividends is limited by restrictive covenants contained within our senior secured credit facilities. Refer to Note 7 — Long-Term Debt to our consolidated financial statements for further information.
We have not paid any cash dividends and, therefore, the cumulative total return calculation for us is based solely upon share price appreciation 31 Table of Contents and not upon reinvestment of cash dividends. The share price performance shown on the graph is not necessarily indicative of future price performance.
We have not paid any cash dividends and, therefore, the cumulative total return calculation for us is based solely upon share price appreciation and not upon reinvestment of cash dividends. The share price performance shown on the graph is not necessarily indicative of future price performance.
The graph below compares the cumulative total return of our common stock from December 31, 2019 through December 31, 2024, with the comparable cumulative return of two indices, the Russell 2000 Index (“RTY”) and the Dow Jones U.S. Containers and Packaging Index (“DJUSCP”).
The graph below compares the cumulative total return of our common stock from December 31, 2020 through December 31, 2025, with the comparable cumulative return of two indices, the Russell 2000 Index (“RTY”) and the Dow Jones U.S. Containers and Packaging Index (“DJUSCP”).
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our Class A Common Shares are listed on the NYSE under the symbol, “PACK.” Holders of Record As of March 11, 2025, there were 15 holders of record of our Class A Common Shares.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our Class A Common Shares are listed on the NYSE under the symbol, “PACK.” Holders of Record As of February 26, 2026, there were 15 holders of record of our Class A Common Shares.
Removed
Issuer Purchases of Equity Securities On July 26, 2022, the Company's Board of Directors approved the repurchase of up to $50.0 million of shares of the Company's Class A common stock, with a 36-month expiration.
Added
Issuer Purchases of Equity Securities Refer to Note 17 — Shareholder’s Equity to our consolidated financial statements for details on our share repurchase program. There have been no repurchases under the program to-date.
Removed
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.
Removed
The timing and actual amount of shares repurchased will depend on a variety of different factors and may be modified, suspended or terminated at any time at the discretion of the Directors. There have been no repurchases under the program to-date.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

93 edited+16 added−68 removed45 unchanged
Biggest changeGAAP information presented in this Report for 2024 and 2023: Non-GAAP Measures Constant Currency (Non-GAAP) % Change (6) Year Ended December 31, $ Change % Change 2024 2023 Net loss $ (21.5) $ (27.1) $ 5.6 (20.7) (20.3) Depreciation and amortization expense – COS 30.2 35.8 (5.6) (15.6) Depreciation and amortization expense – D&A 35.1 33.8 1.3 3.8 Interest expense 28.6 24.3 4.3 17.7 Income tax benefit (2.2) (4.2) 2.0 (47.6) EBITDA (1) 70.2 62.6 7.6 12.1 12.1 Adjustments (2) : Foreign currency gain (1.6) (0.3) (1.3) 433.3 Non-cash impairment losses 1.2 1.5 (0.3) (20.0) M&A, restructuring, severance 8.3 5.8 2.5 43.1 Stock-based compensation expense 6.3 (10.2) 16.5 (161.8) Amortization of cloud-based software implementation costs (3) 3.6 3.0 0.6 20.0 Cloud-based software implementation costs (4) 2.3 4.3 (2.0) (46.5) SOX remediation costs 5.4 4.2 1.2 28.6 Loss on extinguishment of debt 4.8 — 4.8 NM Gain on sale of patents (5.4) — (5.4) NM Patent litigation settlement (16.1) — (16.1) NM Unrealized loss on strategic investments 0.4 — 0.4 NM Other adjustments (5) 4.4 2.5 1.9 76.0 AEBITDA (1) $ 83.8 $ 73.4 $ 10.4 14.2 14.3 (see subsequent footnotes) (1) Reconciliations of EBITDA and AEBITDA for each period presented are to net loss, the nearest U.S.
Biggest changeThese 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. 37 Table of Contents The following tables and related notes reconcile certain non-GAAP measures to GAAP information presented in this Report for 2025 and 2024: Non-GAAP Measures Constant Currency (Non-GAAP) % Change (6) Year Ended December 31, $ Change % Change 2025 2024 Net loss $ (38.3) $ (21.5) $ (16.8) 78.1 77.7 Depreciation and amortization expense – COS 30.7 30.2 0.5 1.7 Depreciation and amortization expense – D&A 36.0 35.1 0.9 2.6 Interest expense 34.3 28.6 5.7 19.9 Income tax benefit (9.2) (2.2) (7.0) NM EBITDA (1) 53.5 70.2 (16.7) (23.8) (26.2) Adjustments (2) : Foreign currency gain (5.3) (1.6) (3.7) 231.3 Non-cash impairment losses 0.3 1.2 (0.9) (75.0) M&A, restructuring, severance 15.9 8.3 7.6 91.6 Stock-based compensation expense 7.6 6.3 1.3 20.6 Amortization of cloud-based software implementation costs (3) 4.1 3.6 0.5 13.9 Cloud-based software implementation costs (4) 2.4 2.3 0.1 4.3 SOX remediation costs 1.5 5.4 (3.9) (72.2) Loss on extinguishment of debt — 4.8 (4.8) NM Gain on sale of patents — (5.4) 5.4 NM Patent litigation settlement — (16.1) 16.1 NM Unrealized (gain) loss on strategic investments (5.8) 0.4 (6.2) NM Other adjustments (5) 5.0 4.4 0.6 13.6 AEBITDA (1) $ 79.2 $ 83.8 $ (4.6) (5.5) (8.5) (see subsequent footnotes) (1) Reconciliations of EBITDA and AEBITDA for each period presented are to net loss, the nearest GAAP equivalent.
EBITDA is a non-GAAP financial measure that we calculate as net loss, adjusted to exclude: benefit from (provision for) income taxes; interest expense; and depreciation and amortization.
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.
Cash Flows Used in Investing Activities Net cash used in investing activities was $32.5 million in 2024 and reflects cash used for production of converter equipment and purchases of machinery and equipment, and an additional investment in Pickle of $4.8 million, partially offset by proceeds from sale of patents of $5.4 million.
Net cash used in investing activities was $32.5 million in 2024 and reflects cash used for production of converter equipment and purchases of machinery and equipment, and an additional investment in Pickle of $4.8 million, partially offset by proceeds from sale of patents of $5.4 million.
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; 34 Table of Contents • 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.
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.
We have continued to experience inflationary pressures in 2024, which have adversely impacted some of our end-users, such as automotive companies; distributors; electronic manufacturers; machinery manufacturers; e-commerce and mail-order fulfillment firms; and other end-users that are particularly sensitive to reductions in business and consumer spending by their respective customers, and which in turn have impacted our net revenue.
We have continued to experience inflationary pressures in 2025, which have adversely impacted some of our end-users, such as automotive companies; distributors; electronic manufacturers; machinery manufacturers; e-commerce and mail-order fulfillment firms; and other end-users that are particularly sensitive to reductions in business and consumer spending by their respective customers, and which in turn have impacted our net revenue.
The obligations of (i) Ranpak Corp. (the “U.S. Borrower”) under the 2024 Credit Facilities and certain of its obligations under hedging arrangements and cash management arrangements are guaranteed by Ranger Pledgor LLC (“Holdings”) 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.
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”) 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.
Refer to Note 12 — Derivative Instruments to the consolidated financial statements included elsewhere in this Report for additional information. Significant currency fluctuations could impact the comparability of our results between periods, while such fluctuations coupled with material mismatches in net revenue and expenses could also adversely impact our cash flows.
Refer to Note 8 — Derivative Instruments to the consolidated financial statements included elsewhere in this 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.
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.
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.
(6) 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 prior year period, which in this case was 1 Euro to 1.0818 USD.
(6) 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 prior year period, which in this case was 1 Euro to 1.0822 USD.
Management does not consider these non-GAAP measures in isolation or as an alternative to similar financial measures determined in accordance with U.S. GAAP. The computations of EBITDA, AEBITDA and Constant Currency (Non-GAAP) % Change may not be comparable to other similarly titled measures of other companies.
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.
We allocate a percentage of PPS paper revenue to machine lease revenue using the residual approach to estimate the standalone selling price of our PPS systems to customers. The allocation is performed based on the number of PPS systems in the field. We do not sell or transfer ownership of our PPS systems to our customers.
Judgment is applied to allocate a percentage of PPS paper revenue to machine lease revenue using the residual approach to estimate the standalone selling price of our PPS systems to customers. The allocation is performed based on the number of PPS systems in the field. We do not sell or transfer ownership of our PPS systems to our customers.
Guarantors”) and (ii) Ranpak B.V. (the “Dutch Borrower”) under the 2024 Credit Facilities are unconditionally guaranteed by the U.S. Borrower, the U.S. Guarantors and each existing and subsequently acquired or organized direct or indirect wholly-owned Dutch-organized restricted subsidiary of the U.S. Borrower (the “Dutch Guarantors”, and together with the U.S.
Guarantors”) 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.
Cautionary Notice Regarding Non-GAAP Measures Non-GAAP measures, such as EBITDA, AEBITDA, and constant currency change, have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under U.S. GAAP.
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.
Refer to further discussion in “Non-GAAP Measures.” 43 Table of Contents 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.
Refer to further discussion in “Non-GAAP Measures.” 38 Table of Contents 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.
The market for our solutions is competitive and it may be difficult to pass on increases in paper and other commodity prices to our customers immediately, or at all, which has in the past, and could in the future, adversely affect our operating results.
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.
These “constant currency” change amounts are non-GAAP measures and are not in accordance with, or an alternative to, measures prepared in accordance with U.S. GAAP. In addition, constant currency change measures are not based on any established set of accounting rules or principles.
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 results are translated at the average exchange rate for the comparable prior year period, which in this case was 1 Euro to 1.0818 USD.
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 1.0822 USD.
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 1.0818 USD.
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 1.0822 USD.
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 1.0535 USD.
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 1.0822 USD.
We sell our PPS products to end-users primarily through an established distributor network and direct sales to select end-users. For both customer types, the customer is granted the right to use our machine(s) for which we charge an annual or quarterly fixed fee or may waive the fee at management’s discretion.
We sell our PPS products to end-users primarily through an established distributor network and direct sales to select end-users. For both customer types, the customer is granted the right to use our machine(s) for which we charge a fixed fee or may waive the fee at management’s discretion.
Proceeds from the 2024 Credit Agreement were used to repay amounts outstanding under the Company’s previously outstanding senior secured credit facilities. We recorded a loss on extinguishment of debt of $4.8 million in 2024, comprised primarily of the write-off of unamortized debt issuance costs.
Proceeds from the 2024 Credit Agreement were used to repay amounts outstanding under the Company’s 35 Table of Contents previously outstanding senior secured credit facilities. We recorded a loss on extinguishment of debt of $4.8 million in 2024, comprised primarily of the write-off of unamortized debt issuance costs.
We include in the transaction price some or all of an amount of variable consideration estimated to 46 Table of Contents the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.
We include in the transaction price some or all of an amount of variable consideration estimated to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.
Our AS and APS businesses are for the sale of capital goods and we do not require significant capital expenditures for production equipment to support growth. We expect our capital expenditures to increase as we continue to grow our business, expand our manufacturing footprint, and upgrade our existing systems and facilities.
Our AS and APS 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.
As such, we expect some continued pressure on our gross margin in the medium term relative to our historical margin profile. Effects of Currency Fluctuations.
As such, we expect some continued pressure on our gross margin in the medium term relative to our historical margin profile. Effect of Currency Fluctuations.
Inflationary pressures and associated increases in interest rates and borrowing costs may also impact the ability of some of our end-users or 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.
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.
In particular, non-GAAP financial measures should not be viewed as substitutes for, or superior to, net loss prepared in accordance with U.S. GAAP as a measure of profitability or liquidity.
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.
The 2024 Credit Facilities are secured by (i) a first priority pledge of the equity interests of the Borrowers and of each direct, wholly-owned restricted subsidiary of any Borrower or any Guarantor and (ii) a first priority security interest in substantially all of the assets of the Borrowers and the Guarantors (in each case, 44 Table of Contents subject to customary exceptions), provided that obligations of the U.S.
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.
Cash Flows Provided by (Used In) Financing Activities Net cash provided by financing activities was $1.8 million in 2024 and reflects the proceeds from the 2024 Credit Agreement, partially offset by repayments of our prior debt facilities and related exit costs, payments for financing costs related to our 2024 Credit Agreement, payments on finance lease liabilities, net repayments on our equipment financing arrangement, and tax payments for withholdings on stock-based compensation.
Net cash provided by financing activities was $1.8 million in 2024 and reflects the proceeds from the 2024 Credit Agreement, partially offset by repayments of our prior debt facilities and related exit costs, payments for financing costs related to our 2024 Credit Agreement, payments on finance lease liabilities, net repayments on our financing arrangements, and tax payments for withholdings on stock-based compensation.
Paper is a key component of our cost of product sales 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.
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.
Cash Flows The following table sets forth our summary cash flow information for the periods indicated: Year Ended December 31, 2024 2023 Net cash provided by operating activities $ 41.4 $ 52.6 Net cash used in investing activities (32.5) (52.4) Net cash provided by (used in) financing activities 1.8 (1.8) Effect of exchange rate changes on cash and cash equivalents 3.4 0.8 Net increase (decrease) in cash and cash equivalents 14.1 (0.8) Cash and Cash Equivalents, beginning of period 62.0 62.8 Cash and Cash Equivalents, end of period $ 76.1 $ 62.0 Cash Flows Provided by Operating Activities Net cash provided by operating activities was $41.4 million in 2024.
Cash Flows The following table sets forth our summary cash flow information for the periods indicated: Year Ended December 31, 2025 2024 Net cash provided by operating activities $ 23.1 $ 41.4 Net cash used in investing activities (32.8) (32.5) Net cash (used in) provided by financing activities (7.0) 1.8 Effect of exchange rate changes on cash and cash equivalents 3.6 3.4 Net (decrease) increase in cash and cash equivalents (13.1) 14.1 Cash and Cash Equivalents, beginning of period 76.1 62.0 Cash and Cash Equivalents, end of period $ 63.0 $ 76.1 Cash Flows Provided by Operating Activities Net cash provided by operating activities was $23.1 million in 2025.
Contractual Obligations and Other Commitments We have cash obligations under our leases for facilities and automobiles and under our Term Facility , which are described in more detail in Note 17 — Leases and in Note 11 — Long-Term Debt in the Notes to our Consolidated Financial Statements.
Contractual Obligations and Other Commitments We have cash obligations under our leases for facilities and automobiles and under our Term Facility , which are described in more detail in Note 12 — Leases and in Note 7 — Long-Term Debt in the Notes to our Consolidated Financial Statements.
At December 31, 2024, we did not have amounts outstanding under our $50.0 million revolving credit facility, and we had no borrowings under such facility through March 17, 2025. Debt Profile The material terms of our debt are summarized in Note 11 — Long-Term Debt to the consolidated financial statements included elsewhere in this Report.
At December 31, 2025, we did not have amounts outstanding under our $50.0 million revolving credit facility, and we had no borrowings under such facility through March 5, 2026. Debt Profile The material terms of our debt are summarized in Note 7 — Long-Term Debt to the consolidated financial statements included elsewhere in this Report.
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.
Currency transaction exposure results when we generate net revenue in one currency at one time and incur expenses in another currency at another time, 31 Table of Contents or when we realize gain or loss on intercompany transfers.
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 net revenue, an unwillingness by our 33 Table of Contents customers to accept price increases or pressure to reduce selling prices if end-users reduce their volume of purchases.
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.
We believe that our cash and cash equivalents of $76.1 million as of December 31, 2024 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.
We believe that our cash and cash equivalents of $63.0 million as of December 31, 2025 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.
Borrower and U.S. Guarantors under the 2024 Credit Facilities were not secured by assets of the Dutch Borrower or any Dutch Guarantor. The Facilities are secured by substantially all of the assets of the Company. No mandatory prepayments were required as of December 31, 2024, and the Company was in compliance with all debt covenants.
Borrower and U.S. Guarantors under the Facilities were not secured by assets of the Dutch Borrower or any Dutch Guarantor. 39 Table of Contents The Facilities are secured by substantially all of the assets of the Company. No mandatory prepayments were required as of December 31, 2025, and the Company was in compliance with all debt covenants.
The assumptions that have the most significant effect on the fair values of our Europe/Asia reporting unit based on the Discounted Cash Flow Method are (i) the expected revenue growth rate, (ii) gross margin, (iii) projected operating expense, and (iv) the WACC.
The assumptions that have the most significant effect on the fair values of our North America reporting unit based on the Discounted Cash Flow Method are (i) the expected revenue growth rate, (ii) gross margin, (iii) projected operating expense, and (iv) discount rate.
AEBITDA is a non-GAAP financial measure that we calculate as net loss, adjusted to exclude: benefit from (provision for) income taxes; interest expense; depreciation and amortization; stock-based compensation expense; foreign currency (gain) loss; amortization of cloud-based software implementation costs; and, in certain periods, other income and expense items. We reconcile this data to our U.S.
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 32 Table of Contents currency (gain) loss; amortization of cloud-based software implementation costs; and, in certain periods, other income and expense items.
Consolidated Results of Operations The following tables set forth our consolidated results of operations for 2024 and 2023, presented in millions of dollars. In addition, in our discussion below, we include certain other unaudited, non-GAAP data and Constant Currency (Non-GAAP) % Change data for 2024 and 2023.
Consolidated Results of Operations The following tables set forth our consolidated results of operations for 2025 and 2024, presented in millions of dollars. “NM” represents “not meaningful.” In addition, in our discussion below, we include certain other unaudited, non-GAAP data and Constant Currency (Non-GAAP) % Change data for 2025 and 2024.
The following table presents our installed base of PPS systems as of December 31, 2024 and 2023: December 31, 2024 December 31, 2023 Change % Change PPS systems (in thousands) Cushioning 34.4 34.8 (0.4) (1.1) Void-Fill 85.7 83.7 2.0 2.4 Wrapping 22.6 22.7 (0.1) (0.4) Total 142.7 141.2 1.5 1.1 Paper and Other Costs.
The following table presents our installed base of PPS systems as of December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Change % Change PPS Systems (in thousands) Cushioning 34.1 34.4 (0.3) (0.9) Void-Fill 88.8 85.7 3.1 3.6 Wrapping 22.9 22.6 0.3 1.3 Total 145.8 142.7 3.1 2.2 Paper and Other Costs.
The following table sets forth segment EBITDA, presented in millions of dollars: Year Ended December 31, 2024 2023 $ Change % Change North America $ 28.7 $ 36.0 $ (7.3) (20.3) Europe/Asia $ 41.5 $ 26.6 $ 14.9 56.0 Segment EBITDA for North America and Europe/Asia includes intersegment royalty charges from North America to Europe/Asia for use of trademarks of $24.0 million for 2024 and $18.8 million for 2023, which eliminates between the segments on a consolidated basis.
The following table sets forth segment EBITDA, presented in millions of dollars: Year Ended December 31, 2025 2024 $ Change % Change North America $ 17.9 $ 28.7 $ (10.8) (37.6) Europe/Asia $ 35.6 $ 41.5 $ (5.9) (14.2) Segment EBITDA for North America and Europe/Asia includes intersegment royalty charges from North America to Europe/Asia for use of trademarks of $20.4 million for 2025 and $24.0 million for 2024, which eliminates between the segments on a consolidated basis.
Including finance lease liabilities and equipment financing and excluding deferred financing costs, we had $415.7 million in debt, $5.6 million of which was classified as short-term, as of December 31, 2024, compared to $407.4 million in debt, $2.5 million of which was classified as short-term, as of December 31, 2023.
Including finance lease liabilities and financing arrangements and excluding deferred financing costs, we had $410.5 million in debt, $5.5 million of which was classified as short-term, as of December 31, 2025, compared to $415.7 million in debt, $5.6 million of which was classified as short-term, as of December 31, 2024.
We also present Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) and adjusted EBITDA (“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.
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.
Foreign Currency Gain Foreign currency gain for 2024 was $1.6 million, a change of $1.3 million, or 433.3%, from a foreign currency gain of $0.3 million in 2023 due to the volatility in Euro exchange rates compared to USD.
Foreign Currency Gain Foreign currency gain for 2025 was $5.3 million, a change of $3.7 million from a foreign currency gain of $1.6 million in 2024 due to the volatility in Euro exchange rates compared to USD.
The test for goodwill used unobservable inputs that required significant judgment and were performed using a combination of the Discounted Cash Flow Method and the Guideline Public Company Method in order to determine fair value. Upon completion of the annual impairment assessment, we concluded that each area was not impaired.
The test for goodwill used unobservable inputs that required significant judgment and was performed using a combination of the Discounted Cash Flow Method and the Guideline Public Company Method to estimate fair value. Upon completion of the annual impairment assessment, we concluded that neither reporting unit was impaired.
Other Non-Operating Income, Net Other non-operating income, net was $20.9 million in 2024 and primarily represents $16.1 million in litigation proceeds and a $5.4 million gain on the sale of patents, partially offset by a $0.4 million unrealized loss on our strategic investment in Pickle. Other non-operating income, net was $0.2 million in 2023 and was comprised of insignificant items.
Other non-operating income, net was $20.9 million in 2024 and primarily represents $16.1 million in litigation proceeds and a $5.4 million gain on the sale of patents, partially offset by a $0.4 million unrealized loss on our strategic investment in Pickle. Income Tax Benefit Income tax benefit for 2025 was $9.2 million, or an effective tax rate of 19.4%.
The increase in void-fill was primarily due to increased volume from e-commerce activity in North America as we see more companies shifting from plastic to paper solutions.
The increase in void-fill was primarily due to increased volume from e-commerce activity in North America as we observed more companies shifting from plastic to paper solutions, partially offset by decreases in cushioning from lower industrial activity.
Our lease agreements with customer for PPS systems are for one year or less and renew annually. We have forms of variable consideration present in our contracts with customers, including rebates on volume and other discounts. Charges for rebates and other allowances were approximately 10%, 12%, and 10% of net revenue in 2024, 2023, and 2022, respectively.
Our lease agreements with customer for PPS systems are for one year or less and renew annually. We have forms of variable consideration present in our contracts with customers, including rebates on volume and other discounts.
Our Automation machines are highly customized to customer specific needs and termination is only allowed in the case of breach of contract. As such, we are entitled to all consideration from the production of the machine.
We recognize revenue from each Automation product separately, on a contract-by-contract basis (i.e., by individual machine). Our automation machines are highly customized to customer specific needs and termination is only allowed in the case of breach of contract. As such, we are entitled to all consideration from the production of the machine.
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 2023 and 2022 on a U.S. GAAP basis and also presents the Constant Currency (Non-GAAP) % Change.
The following table and the discussion that follows compares our net revenue by product line for 2025 and 2024 on a GAAP basis and also presents the Constant Currency (Non-GAAP) % Change.
The increase in other operating expense, net was primarily due to a $0.7 million increase in research and development costs, partially offset by a decrease in loss on disposal of assets of $0.2 million in 2024 compared to 2023. 36 Table of Contents Interest Expense Interest expense for 2024 was $28.6 million, an increase of $4.3 million, or 17.7%, from $24.3 million in 2023.
The decrease in other operating expense, net was primarily due to a decrease in loss on disposal of assets of $0.9 million and a $0.3 million decrease in research and development costs in 2025 compared to 2024. Interest Expense Interest expense for 2025 was $34.3 million, an increase of $5.7 million, or 19.9%, from $28.6 million in 2024.
The increase in net revenue for Europe/Asia can be quantified as a 4.7% increase in volume and a 2.9% increase from sales of automated box sizing equipment, partially offset by a decrease of 4.3% in the price/mix of our paper consumable products.
The increase in net revenue for Europe/Asia can be quantified by an increase of 4.3% from foreign currency fluctuations and an increase of automated equipment sales of 1.5%, partially offset by a decrease in the price/mix and volume of sales of our paper consumable products of 3.6% and 0.5%, respectively.
(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. 42 Table of Contents (5) In 2024, Other adjustments includes $1.8 million related to non-recurring costs incurred from the outsourcing of paper conversion services.
(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 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.
We have various contractual obligations and commercial commitments that are recorded as liabilities in our Consolidated Financial Statements. Off-Balance Sheet Arrangements We did not have any off-balance sheet arrangements as of December 31, 2024. Critical Accounting Policies and Estimates Our accounting principles and the methods of applying these principles are in accordance with U.S.
We have various contractual obligations and commercial commitments that are recorded as liabilities in our Consolidated Financial Statements. Off-Balance Sheet Arrangements We did not have any off-balance sheet arrangements as of December 31, 2025.
Comparison of 2024 to 2023 Year Ended December 31, Constant Currency (Non-GAAP) % Change (1) 2024 2023 $ Change % Change Net revenue $ 368.9 $ 336.3 $ 32.6 9.7 9.7 Cost of sales 229.1 213.0 16.1 7.6 7.5 Gross profit 139.8 123.3 16.5 13.4 13.4 Selling, general and administrative expenses 111.9 91.8 20.1 21.9 Depreciation and amortization expense 35.1 33.8 1.3 3.8 Other operating expense, net 5.6 5.2 0.4 7.7 Loss from operations (12.8) (7.5) (5.3) 70.7 Interest expense 28.6 24.3 4.3 17.7 Foreign currency gain (1.6) (0.3) (1.3) 433.3 Loss on extinguishment of debt 4.8 — 4.8 NM Other non-operating income, net (20.9) (0.2) (20.7) NM Loss before income tax benefit (23.7) (31.3) 7.6 (24.3) Income tax benefit (2) (2.2) (4.2) 2.0 (47.6) Net loss (2) $ (21.5) $ (27.1) $ 5.6 (20.7) (30.6) Non-GAAP EBITDA $ 70.2 $ 62.6 $ 7.6 12.1 12.0 AEBITDA $ 83.8 $ 73.4 $ 10.4 14.2 14.3 (1) The Constant Currency (Non-GAAP) % Change excludes the impact of foreign currency translation effects when comparing current results to the prior year.
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. 33 Table of Contents Comparison of 2025 to 2024 Year Ended December 31, Constant Currency (Non-GAAP) % Change (1) 2025 2024 $ Change % Change Net revenue $ 395.0 $ 368.9 $ 26.1 7.1 4.7 Cost of sales 264.3 229.1 35.2 15.4 13.0 Gross profit 130.7 139.8 (9.1) (6.5) (9.0) Selling, general and administrative expenses 114.5 111.9 2.6 2.3 Depreciation and amortization expense 36.0 35.1 0.9 2.6 Other operating expense, net 4.5 5.6 (1.1) (19.6) Loss from operations (24.3) (12.8) (11.5) 89.8 Interest expense 34.3 28.6 5.7 19.9 Foreign currency gain (5.3) (1.6) (3.7) 231.3 Loss on extinguishment of debt — 4.8 (4.8) NM Other non-operating income, net (5.8) (20.9) 15.1 NM Loss before income tax benefit (47.5) (23.7) (23.8) 100.4 Income tax benefit (9.2) (2.2) (7.0) NM Net loss $ (38.3) $ (21.5) $ (16.8) 78.1 77.7 Non-GAAP EBITDA $ 53.5 $ 70.2 $ (16.7) (23.8) (26.2) AEBITDA $ 79.2 $ 83.8 $ (4.6) (5.5) (8.5) (1) The Constant Currency (Non-GAAP) % Change excludes the impact of foreign currency translation effects when comparing current results to the prior year.
GAAP, which often require the judgment of management in the selection and application of certain accounting principles and methods.
Critical Accounting Policies and Estimates Our accounting principles and the methods of applying these principles are in accordance with GAAP, which often require the judgment of management in the selection and application of certain accounting principles and methods.
See also “ Non-GAAP Measures ” for further details: Year Ended December 31, Constant Currency (Non-GAAP) % Change (1) 2024 2023 $ Change % Change Cushioning $ 135.7 $ 145.8 $ (10.1) (6.9) (7.1) Void-Fill 167.0 133.9 33.1 24.7 24.9 Wrapping 37.1 36.0 1.1 3.1 3.1 Other 29.1 20.6 8.5 41.3 41.3 Net revenue $ 368.9 $ 336.3 $ 32.6 9.7 9.7 (1) The Constant Currency (Non-GAAP) % Change excludes the impact of foreign currency translation effects when comparing current results to the prior year.
See also “ Non-GAAP Measures ” for further details: Year Ended December 31, Constant Currency (Non-GAAP) % Change (1) 2025 2024 $ Change % Change Cushioning $ 142.1 $ 143.9 $ (1.8) (1.3) (4.2) Void-Fill 177.1 160.8 16.3 10.1 8.4 Wrapping 36.7 35.1 1.6 4.6 2.8 Automation 39.1 29.1 10.0 34.4 29.9 Net revenue $ 395.0 $ 368.9 $ 26.1 7.1 4.7 (1) The Constant Currency (Non-GAAP) % Change excludes the impact of foreign currency translation effects when comparing current results to the prior year.
The Revolving Facility includes borrowing capacity available for standby letters of credit of up to $50.0 million. Any issuance of letters of credit reduces the amount available under the revolving facility. As of December 31, 2024, we had $1.2 million committed to outstanding letters of credit, leaving net availability under the Revolving Facility at $48.8 million.
Any issuance of letters of credit reduces the amount available under the revolving facility. As of December 31, 2025, we had $5.9 million committed to outstanding letters of credit, leaving net availability under the Revolving Facility at $44.1 million.
We 45 Table of Contents consider the following accounting policies to be critical to understanding our financial statements because the application of these policies requires significant judgment on the part of management, which could have a material impact on our financial statements.
We consider the following accounting policies to be critical to understanding our financial statements because the application of these policies requires significant judgment on the part of management, which could have a material impact on our financial statements. The following accounting policies include estimates that require management’s subjective or complex judgments about the effects of matters that are inherently uncertain.
Segment Results of Operations — 2023 and 2022 The following tables set forth our results of net revenue by segment for 2023 and 2022, presented in millions of dollars: North America Year Ended December 31, 2023 2022 $ Change % Change Cushioning $ 42.7 $ 42.6 $ 0.1 0.2 Void-Fill 69.8 65.1 4.7 7.2 Wrapping 20.3 25.6 (5.3) (20.7) Other 4.5 1.4 3.1 221.4 Net revenue $ 137.3 $ 134.7 $ 2.6 1.9 Net revenue in North America for 2023 totaled $137.3 million compared to net revenue in North America of $134.7 million in 2022.
The following tables set forth our net revenue by segment for 2025 and 2024, presented in millions of dollars: North America Year Ended December 31, 2025 2024 $ Change % Change Cushioning $ 42.2 $ 42.9 $ (0.7) (1.6) Void-Fill 110.1 94.3 15.8 16.8 Wrapping 20.9 18.8 2.1 11.2 Automation 12.8 7.2 5.6 77.8 Net revenue $ 186.0 $ 163.2 $ 22.8 14.0 Net revenue in North America for 2025 totaled $186.0 million compared to net revenue in North America of $163.2 million in 2024.
The following accounting policies include estimates that require management’s subjective or complex judgments about the effects of matters that are inherently uncertain. For information on our significant accounting policies, including the policies discussed below, see Note 2 — Basis of Presentation and Summary of Significant Accounting Policies to the audited consolidated financial statements included elsewhere in this Report.
For information on our significant accounting policies, 40 Table of Contents including the policies discussed below, see Note 2 — Basis of Presentation and Summary of Significant Accounting Policies to the audited consolidated financial statements included elsewhere in this Report.
Refer to further discussion in "Non-GAAP Measures." Net revenue for 2024 was $368.9 million compared to net revenue of $336.3 million in 2023, an increase of $32.6 million or 9.7%. Net revenue was positively impacted by increases in void-fill, wrapping, and other revenue, partially offset by a decrease in cushioning.
Refer to further discussion in "Non-GAAP Measures." Net revenue in Europe/Asia for 2025 totaled $209.0 million compared to net revenue in Europe/Asia of $205.7 million in 2024. The increase of $3.3 million, or 1.6%, was driven by increases in automated equipment sales and void-fill, partially offset by a decrease in cushioning and wrapping sales.
These estimates and judgments include, but are not limited to, projected revenues, gross margin, operating expense, residual growth rate, and discount rate, which are dependent on business plans, anticipated future cash flows, economic projections, and other market data.
We assess, use estimates, and make judgments regarding a variety of factors that may impact the fair value of the goodwill reporting unit being tested. These estimates and judgments include, but are not limited to, projected revenues, gross margin, operating expense, and discount rate, which are dependent on business plans, anticipated future cash flows, economic projections, and other market data.
Cost of Sales Cost of sales for 2024 totaled $229.1 million, an increase of $16.1 million, or 7.6% (7.5% at constant currency), compared to $213.0 million in 2023.
Cost of Sales Cost of sales for 2025 totaled $264.3 million, an increase of $35.2 million, or 15.4% (13.0% at constant currency), compared to $229.1 million in 2024.
Key Performance Indicators and Other Factors Affecting Performance We use the following key performance indicators and other factors to analyze our business performance, determine financial forecasts, and help develop long-term strategic plans: 32 Table of Contents PPS Systems Base.
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.
The increase in depreciation and amortization was primarily due to an increase of $0.7 million of amortization related to our finance leases. Other Operating Expense, Net. Other operating expense, net for 2024 was $5.6 million, an increase of $0.4 million, or 7.7%, from $5.2 million in 2023.
The increase in depreciation and amortization was primarily due to an increase in depreciation of building improvements and internal-use software. Other Operating Expense, Net. Other operating expense, net for 2025 was $4.5 million, a decrease of $1.1 million, or 19.6%, from $5.6 million in 2024.
The increase in net revenue is quantified by an increase in the volume of our paper consumable products of approximately 10.2% and a 2.5% increase in sales of automated box sizing equipment, partially offset by a 3.1% decrease in the price/mix of our paper consumable products.
The increase in net revenue for 2025 compared to 2024 is quantified by a 4.8% increase in volume of sales of our paper consumable products, an increase of 2.4% from fluctuations in foreign currency and a 2.3% increase in automated equipment sales, partially offset by a 1.4% non-cash decrease from the provision for warrants, and a 1.0% decrease from price or mix of our paper consumable products.
The increase of $2.6 million, or 1.9%, was attributable to an increase in cushioning sales of $0.1 million, an increase in void-fill sales of $4.7 million, and an increase in other net revenue of $3.1 million, partially offset by a decrease in wrapping sales of $5.3 million.
The increase of $22.8 million, or 14.0%, was attributable to an increase in void-fill, automation, and wrapping, partially offset by a decrease in cushioning sales, and includes a non-cash reduction of $3.7 million in void-fill and $1.0 million in Automation from the provision for warrants.
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.
Additionally, cost of sales increased due to higher production costs during 2025 compared to 2024, partially offset by increased foreign currency gains for 2025. 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.
Application of the goodwill impairment test requires judgment, including the identification of reporting units (North America and Europe/Asia), assignment of goodwill to reporting units, and determination of the fair value of reporting units. We assess, use estimates, and make judgments regarding a variety of factors that may impact the fair value of the goodwill reporting unit being tested.
Application of the goodwill impairment test requires judgment, including the identification of reporting units (North America and Europe/Asia), assignment of goodwill to reporting units, and determination of the fair value of reporting 41 Table of Contents units.
We have quantified the change in cost of sales as follows: Volume/product mix 0.4 % Production costs (7.8) % Foreign currency impacts 1.3 % Total (6.1) % The decrease in cost of sales was primarily related to lower production costs due to lower material costs, partially offset by higher labor and overhead costs.
We have quantified the change in cost of sales as follows: Volume/product mix 4.5 % Production costs 8.5 % Foreign currency impacts 2.4 % Total 15.4 % The increase in cost of sales was primarily related to an increase in production costs of 8.5%, an increase in the volume/mix of products sold of 4.5%, and fluctuations in foreign currency rates of 2.4%.
Other adjustments also includes $0.8 million for legal expenses and fees primarily related to the Company’s patent litigation, which was settled in the second quarter of 2024. The remaining $1.8 million is comprised of individually insignificant items.
In 2024, Other adjustments represents primarily non-recurring costs incurred from the outsourcing of paper conversion services, legal expenses and fees related to the Company’s patent litigation which was settled in the second quarter of 2024, and other insignificant items.
Production costs include costs from materials, labor and overhead. Operating expenses Selling, General, and Administrative (“SG&A”) Expenses. SG&A expenses for 2023 were $91.8 million, a decrease of $13.7 million, or 13.0%, from $105.5 million in 2022.
Production costs include costs from materials and labor and overhead. Operating expenses Selling, General and Administrative (“SG&A”) Expenses. SG&A expenses for 2025 were $114.5 million, an increase of $2.6 million, or 2.3% (2.0% attributable to fluctuations in foreign currency), from $111.9 million in 2024.
All amounts and percentages are approximate due to rounding. Overview We are a leading provider of environmentally sustainable, systems-based, product protection solutions and end-of-line automation solutions for e-commerce and industrial supply chains.
Overview 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 PPS systems and paper consumables to distributors and certain select end-users. We operate manufacturing facilities in the United States, Europe and Asia.
Machine lease revenue is recognized on a straight-line basis over the terms of the PPS systems agreements with customers, which have durations of less than one year. In paper consumables sales for both distributor agreements and direct agreements, we have determined the contract to be a combination of the master service agreement (“MSA”) and purchase order (“PO”).
Machine lease revenue is recognized on a straight-line basis over the terms of the PPS systems agreements with customers, which have durations of less than one year. We determine the standalone selling price for a performance obligation sold on a standalone basis for our paper products.
Because of these factors, we recognize machine revenue over time on a contract-by-contract basis using an input method, based on the percentage of costs and effort incurred to complete the construction of the machine. We also sell extended warranties, preventative maintenance services, spare parts and spare part packages related to our sale of Automation products.
Because of these factors, we recognize machine revenue over time on a contract-by-contract basis using an input method, based on the percentage of costs and effort incurred to complete the construction of the machine. We grant warrants in our common stock to certain customers which we account for as consideration payable to a customer.
Cushioning decreased $10.1 million, or 6.9% (7.1% at constant currency), to $135.7 million from $145.8 million; void-fill increased $33.1 million, or 24.7% (24.9% at constant currency), to $167.0 million from $133.9 million; wrapping increased $1.1 million, or 3.1%, to $37.1 million from $36.0 million; and other net revenue increased $8.5 million, or 41.3%, to $29.1 million from $20.6 million, for 2024 compared to 2023.
Cushioning decreased $1.8 million, or 1.3%, to $142.1 million from $143.9 million; void-fill increased $16.3 million, or 10.1%, to $177.1 million from $160.8 million; wrapping increased $1.6 million, or 4.6%, to $36.7 million from $35.1 million; and Automation net revenue increased $10.0 million, or 34.4%, to $39.1 million from $29.1 million, for 2025 compared to 2024.
AEBITDA for 2024 and 2023 totaled $83.8 million and $73.4 million, respectively, an increase of $10.4 million, or 14.2% year over year (14.3% increase at constant currency). Segment Results of Operations — 2024 and 2023 We have two segments, North America and Europe/Asia. Management evaluates segment performance by net revenue and EBITDA by geographic region.
Segment Results of Operations — 2025 and 2024 We have two segments, North America and Europe/Asia. Management evaluates segment performance by net revenue and EBITDA by geographic region.
The interest rate for the Term Facility as of December 31, 2024, was 8.85% and the effective interest rate was 9.30%. Proceeds from the 2024 Credit Agreement were used to repay amounts outstanding under the Company’s previously outstanding senior secured credit facilities. As of December 31, 2024, no amounts were outstanding under the Revolving Facility.
The interest rate for the Term Facility as of December 31, 2025 was 8.42% and the effective rate is 9.30%. As of December 31, 2025, no amounts were outstanding under the Revolving Facility. The Revolving Facility includes borrowing capacity available for standby letters of credit of up to $50.0 million.
A hypothetical decrease in the expected long-term revenue growth rate by approximately 1.2%, a hypothetical decrease in the long-term gross profit assumption of approximately 2.1%, a hypothetical increase in the long-term operating expense assumption of 2.1%, or a hypothetical decrease in the residual growth rate of 1.2%, would have resulted in an impairment 47 Table of Contents charge.
An impairment charge would have resulted from a hypothetical 1.8% reduction in long-term revenue growth, a 3.1% decline in long-term gross margin, a 3.1% increase in long-term operating expenses, or a 1.3% increase in the discount rate.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+0 added−0 removed1 unchanged
Biggest changeA hypothetical 100 basis point increase or decrease in the applicable base interest rates would have resulted in a $9.9 million impact on our interest expense under our outstanding senior secured credit facilities for 2024. Refer to Note 11 — Long-Term Debt to the Notes to consolidated financial statements included elsewhere in this Report for additional information on our indebtedness.
Biggest changeA hypothetical 100 basis point increase or decrease in the applicable base interest rates under our Facilities would have resulted in a $4.0 million impact on our cash interest expense for 2025. Refer to Note 7 — Long-Term Debt to the Notes to consolidated financial statements included elsewhere in this Report for additional information on our indebtedness.
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 7 previously for more information about our foreign currency exchange rate exposure.
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 7 previously for more information about our foreign currency exchange rate exposure.
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. 48 Table of Contents
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 42 Table of Contents and other macroeconomic factors, we may be subject to significantly more commodity price volatility than we have historically experienced. 43 Table of Contents
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 a cross-currency swap.
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.
ITEM 7A. 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 outstanding senior secured credit facilities.
ITEM 7A. 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 10% increase or decrease in the value of the Euro to USD would have caused our reported net revenue for 2024 to increase or decrease by approximately $20.6 million.
A 10% increase or decrease in the value of the Euro to USD would have caused our reported net revenue for 2025 to increase or decrease by approximately $20.9 million.
Refer to Note 12 — Derivative Instruments to the Notes to consolidated financial statements included elsewhere in this Report for additional information. For 2024, net revenue denominated in currencies other than USD amounted to $205.7 million or 55.8% of our net revenue for the period. Substantially all of this amount was denominated in Euro.
Refer to Note 8 — Derivative Instruments to the Notes to consolidated financial statements included elsewhere in this Report for additional information. For 2025, net revenue denominated in currencies other than USD amounted to $209.0 million or 52.9% of our net revenue for the period. Substantially all of this amount was denominated in Euro.

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