Walmart-linked warrant ties up to 22.5M Ranpak (NYSE: PACK) shares

Rhea-AI Filing Summary

Ranpak Holdings Corp. entered into a Transaction Agreement with Walmart Inc. under which Ranpak issued Walmart a warrant to acquire up to 22,500,000 shares of Ranpak common stock at an exercise price of $6.8308 per share. Of these, 2,250,000 warrant shares vested immediately, with the rest vesting over time based on payments Walmart makes, or has made on its behalf, under current and potential future commercial agreements, fully vesting once an aggregate spend of $300 million is reached, net of certain paper procurement costs. Ranpak expects over $100 million of this potential spend, if made, to be directed to Automation Solutions, with the balance toward Protective Packaging Solutions. The warrant, which permits cashless exercise at Walmart’s discretion and expires on August 22, 2035, carries no voting or other stockholder rights until exercised, includes customary anti-dilution and registration rights, and relies on a private-offering exemption from registration.

Positive

• Strategic commercial alignment with Walmart via a warrant for up to 22,500,000 shares tied to as much as $300 million of aggregate spend across Automation and Protective Packaging solutions.
• Meaningful potential Automation Solutions demand, with the company expecting over $100 million of any qualifying Walmart spend, if made, to be directed to this higher-value offering area.

Negative

• Potential dilution from a sizable warrant, as up to 22,500,000 new shares may be issued to Walmart upon vesting and exercise, increasing the company’s share count over time if fully utilized.

Insights

Equity & Strategic Partnerships Analyst

Ranpak granted Walmart a large performance-based warrant tied to up to $300M in spending.

Ranpak has issued Walmart a warrant for up to 22,500,000 common shares at an exercise price of $6.8308 per share, with 2,250,000 shares vesting immediately. The remaining warrant shares vest as Walmart makes payments under existing and possible future commercial agreements, with full vesting once Walmart’s aggregate spend reaches $300 million, adjusted for specified paper procurement costs.

The company notes that it expects over $100 million of any such spend, if made, to be allocated to Automation Solutions, with the rest focused on Protective Packaging Solutions. This structure links Walmart’s purchasing activity directly to Walmart’s potential equity stake, aligning incentives between the two companies and signaling an expanded commercial relationship if the spending thresholds are met.

The warrant can be exercised on a cashless basis at Walmart’s discretion and expires on August 22, 2035, and Walmart has no voting or other common stockholder rights until exercise. While the arrangement could ultimately increase Ranpak’s share count if the warrant is exercised, it is paired with sizable potential commercial volumes, and the warrant terms include customary anti-dilution adjustments and registration rights for the underlying shares.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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

August 22, 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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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 ☐

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

Item 1.01. Entry into a Material Definitive Agreement.

On August 22, 2025, Ranpak Holdings Corp. (“Ranpak” or the “Company”) and Walmart Inc. (“Walmart”) entered into a Transaction Agreement (the “Transaction Agreement”), under which, among other things, Ranpak agreed to issue to Walmart a warrant (the “Warrant”) to acquire up to 22,500,000 shares (the “Warrant Shares”) of the Company’s common stock (“Common Stock”) at an exercise price of $6.8308 per share, and on the terms and conditions set forth in the Warrant.

2,250,000 Warrant Shares vested on the date of the Transaction Agreement. The remainder of the Warrant Shares are subject to vesting over time based on payments made by Walmart or on Walmart’s behalf under the current and any possible future commercial agreement with the Company, with all Warrant Shares vesting upon an aggregate spend of $300 million (minus the price of paper procurement incurred by the Company and/or any of its affiliates in connection with such payment).

The Company expects over $100 million of the spend, if made, would be allocated to Automation Solutions, leaving the remainder to be focused on Protective Packaging Solutions.

The Warrant allows for cashless exercise in part or in full at Walmart’s discretion and expires August 22, 2035. So long as the Warrant is unexercised, the Warrant does not entitle Walmart to any voting rights or any other common stockholder rights. The exercise price and the number of Warrant Shares are subject to customary anti-dilution adjustments. The Transaction Agreement includes customary registration rights relating to the Warrant Shares.

The Warrant was issued, and the Warrant Shares are expected to be issued, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder. This current report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Warrant, which is filed as Exhibit 4.1 hereto, and the Transaction Agreement, which is filed as Exhibit 10.1, and each is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit  No.	Description
4.1	Warrant to Purchase Common Stock of Ranpak Holdings Corp. by and between Ranpak Holdings Corp. and Walmart Inc., dated as of August 22, 2025*
10.1	Transaction Agreement, by and between Ranpak Holdings Corp. and Walmart Inc., dated as of August 22, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

SIGNATURE

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

	RANPAK HOLDINGS CORP.
	By:	/s/ William Drew
		William Drew
		Executive Vice President and Chief Financial Officer

Date: August 26, 2025

FAQ

What did Ranpak Holdings Corp. (PACK) announce with Walmart in this 8-K?

Ranpak Holdings Corp. reported that it entered into a Transaction Agreement with Walmart Inc. under which Ranpak agreed to issue Walmart a warrant to acquire up to 22,500,000 shares of Ranpak common stock at an exercise price of $6.8308 per share, subject to specified vesting conditions.

How do the Ranpak warrant shares issued to Walmart vest?

Ranpak stated that 2,250,000 warrant shares vested on the date of the Transaction Agreement, and the remaining warrant shares will vest over time based on payments made by Walmart or on its behalf under current and future commercial agreements, with all shares vesting once an aggregate spend of $300 million is reached, adjusted for certain paper procurement costs.

How long does Walmart have to exercise the Ranpak warrant and what are the terms?

The warrant issued to Walmart allows for cashless exercise in part or in full at Walmart’s discretion and expires on August 22, 2035. The warrant carries no voting or other common stockholder rights until exercised and includes customary anti-dilution adjustments.

How much potential Walmart spend does Ranpak expect to go to Automation Solutions?

Ranpak noted that it expects over $100 million of any aggregate Walmart spend qualifying under the agreement, if made, would be allocated to its Automation Solutions, with the balance focused on Protective Packaging Solutions.

Are the Ranpak warrant shares issued to Walmart registered with the SEC?

Ranpak indicated that the warrant was issued, and the underlying warrant shares are expected to be issued, in reliance on the Section 4(a)(2) exemption from registration under the Securities Act of 1933, and that the Transaction Agreement provides customary registration rights relating to the warrant shares.

Does Walmart receive any shareholder rights in Ranpak before exercising the warrant?

Ranpak specified that, for so long as the warrant remains unexercised, it does not entitle Walmart to any voting rights or other rights of a common stockholder in respect of the warrant shares.