[8-K] Ranpak Holdings Corp. Reports Material Event

Rhea-AI Filing Summary

Ranpak Holdings Corp. (NYSE: PACK) filed an 8-K dated 30 Jul 2025 reporting two key events.

• Item 2.02 – Earnings release furnished: Exhibit 99.1 (not included in this filing) will disclose Q2-25 results; management will host a webcast on 5 Aug 2025 at 8:30 a.m. ET. Because the release is only referenced, no revenue, EPS or margin figures appear in the form.
• Item 8.01 – Share-repurchase extension: The board renewed its authorisation to buy back up to $50 million of Class A common stock over the next 36 months. Repurchases may occur via open-market, tender offer, block, accelerated or Rule 10b5-1 plans and can be altered at any time.

The information is furnished, not filed, limiting Section 18 liability. No other material changes, financial statements or governance actions were disclosed.

Positive

• $50 million share-repurchase extension provides potential EPS accretion and signals management confidence.

Negative

• No financial metrics for Q2-25 are included, limiting immediate insight into operating performance.

Insights

Equity Research Analyst

TL;DR: $50 M buyback is mildly accretive; lack of numbers keeps impact limited.

The renewed three-year authorisation covers roughly 6-7% of PACK’s current $750 M market cap, offering incremental EPS support and signalling confidence in free cash flow generation. However, the filing withholds actual Q2-25 metrics, so investors cannot gauge operational momentum until the press release is published. Overall valuation impact is modest but directionally positive.

Corporate Governance Specialist

TL;DR: Board flexibility preserved; disclosure standard routine.

The board’s discretionary language allows suspension or modification of purchases, ensuring capital-allocation agility. Furnishing rather than filing the earnings release reduces litigation exposure but offers no additional transparency. Governance risk remains neutral.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________________________________

FORM 8-K

________________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

July 30, 2025

(Date of Report, Date of earliest event reported)

________________________________________________________________________________

RANPAK HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

________________________________________________________________________________

Delaware			001-38348			98-1377160
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

7990 Auburn Road

Concord Township, Ohio 44077

(Address of principal executive offices) (Zip Code)

(440) 354-4445

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

________________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share			PACK			New York Stock Exchange

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

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02    Results of Operations and Financial Condition.

On August 5, 2025, Ranpak Holdings Corp. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2025. A copy of the press release is furnished herewith as Exhibit 99.1, which is incorporated herein by reference. On August 5, 2025, at 8:30 a.m. (ET), the Company will host a conference call and webcast in which its financial results for the second quarter ended June 30, 2025 will be discussed.

The information included in this item, including Exhibit 99.1, is hereby furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01    Other Events.

On July 30, 2025, the Company’s board of directors authorized an extension of our general share repurchase program of the Company’s Class A common stock of up to $50.0 million, with a 36-month expiration. These Class A common stock repurchases may occur in transactions that may include, without limitation, tender offers, open market purchases, accelerated share repurchases, negotiated block purchases, and transactions effected through plans under Rule 10b5-1 of the Securities Exchange Act of 1934. The timing and actual number of shares repurchased will depend on a variety of different factors and may be modified, suspended or terminated at any time at the discretion of the Directors.

Item 9.01    Financial Statements and Exhibits.

(d)Exhibits

			Exhibit No.						Description
			99.1(*)						Press release dated August 5, 2025 entitled “Ranpak Holdings Corp. Reports Second Quarter 2025 Financial Results”
			104(*)						Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

(*)Furnished herewith

SIGNATURES

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

						RANPAK HOLDINGS CORP.
Date:			August 5, 2025			By:			/s/ William Drew
									William Drew
									Executive Vice President and Chief Financial Officer

FAQ

When will Ranpak (PACK) release its Q2 2025 results?

The press release is scheduled for 5 Aug 2025, with a conference call at 8:30 a.m. ET.

How large is Ranpak's new share-repurchase authorisation?

The board authorised up to $50 million of Class A common-stock repurchases.

What is the duration of the PACK buyback program?

The authorisation carries a 36-month expiration from 30 Jul 2025.

Which methods can Ranpak use to repurchase shares?

Possible methods include open-market buys, tender offers, accelerated repurchases, block trades and Rule 10b5-1 plans.

Is the earnings release considered "filed" or "furnished"?

It is furnished, not filed, meaning it is not subject to Section 18 liability unless later incorporated by reference.