10-K: Ranpak 2025 Annual Report: Revenue Up, Profit Down

Sentiment:

Annual Report


Ranpak Holdings Corp. reported a 7.1% increase in net revenue to $395.0 million for 2025, driven by void-fill and automation sales, but experienced a significant rise in net loss and a decrease in EBITDA.

Capital raiseOn January 28, 2025, issued a warrant to Amazon.com, Inc. to acquire up to 18,716,456 shares of Class A common stock at an exercise price of $6.8308 per share, vesting based on aggregate payments up to $400 million. 2,882,340 shares vested in 2025.On August 22, 2025, issued a warrant to Walmart Inc. to acquire up to 22,500,000 shares of Class A common stock at an exercise price of $6.8308 per share, vesting based on aggregate payments up to $300 million. 2,250,000 shares vested in 2025.On February 5, 2026, entered into a Simple Agreement for Future Equity (SAFE note) with Pickle Robot Co. in exchange for $10.0 million in cash, providing the right to receive preferred shares upon a qualifying equity financing event.
Worse than expectedNet loss significantly widened to $38.3 million in 2025 from $21.5 million in 2024, indicating a substantial deterioration in bottom-line performance.Gross profit decreased by 6.5% to $130.7 million, despite a 7.1% increase in net revenue, suggesting significant pressure on cost of goods sold and margins.EBITDA decreased by 23.8% to $53.5 million and Adjusted EBITDA (AEBITDA) decreased by 5.5% to $79.2 million, reflecting a decline in core operational profitability.Cash provided by operating activities decreased by $18.3 million, from $41.4 million in 2024 to $23.1 million in 2025, indicating weaker cash generation from operations.

Summary

  • Net revenue increased by 7.1% to $395.0 million in 2025, or 4.7% on a constant currency basis, compared to $368.9 million in 2024.
  • Net loss widened to $38.3 million in 2025 from $21.5 million in 2024.
  • Gross profit decreased by 6.5% to $130.7 million in 2025 from $139.8 million in 2024.
  • EBITDA decreased by 23.8% to $53.5 million in 2025 from $70.2 million in 2024.
  • Adjusted EBITDA (AEBITDA) decreased by 5.5% to $79.2 million in 2025 from $83.8 million in 2024, or 8.5% at constant currency.
  • Void-fill product revenue increased by 10.1% to $177.1 million, primarily due to increased volume from e-commerce activity in North America.
  • Automation product revenue surged by 34.4% to $39.1 million.
  • Cushioning product revenue decreased by 1.3% to $142.1 million, attributed to lower industrial activity.
  • Cost of sales increased by 15.4% to $264.3 million, primarily due to an 8.5% increase in production costs and a 4.5% increase in volume/mix.
  • Interest expense increased by 19.9% to $34.3 million, partly due to a $4.4 million decrease in interest income from the expiration of an interest rate swap.
  • Cash provided by operating activities decreased to $23.1 million in 2025 from $41.4 million in 2024, largely due to non-recurring litigation settlement proceeds in the prior year.
  • Remediated previously reported material weaknesses in internal control over financial reporting as of December 31, 2025.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a mixed bag. While revenue growth and strategic advancements in automation and sustainability are positive, the substantial increase in net loss and decline in key profitability metrics like EBITDA and gross profit are concerning, reflecting significant cost pressures and operational challenges.

Positives

  • Net revenue increased by 7.1% to $395.0 million in 2025, demonstrating overall sales growth.
  • Automation product line showed strong growth, with revenue increasing by 34.4% to $39.1 million, indicating success in a key strategic area.
  • Void-fill product revenue increased by 10.1% to $177.1 million, driven by increased e-commerce activity in North America and a shift from plastic to paper solutions.
  • North America segment net revenue increased by 14.0% to $186.0 million, showing strong regional performance.
  • Successfully remediated previously reported material weaknesses in internal control over financial reporting, enhancing financial reporting reliability.
  • Strategic investments in robotics (Pickle Robot Co.) and sustainable materials (Creapaper GmbH) align with future growth opportunities.
  • The Malaysia paper conversion facility, operational since the second half of 2024, is improving service capabilities and cost profile in the Asia Pacific (APAC) market.
  • Significant progress towards 2030 sustainability targets, including sourcing 56% post-consumer waste (PCW) or alternative pulp and 92% FSC-certified global raw paper supply in 2024.

Negatives

  • Net loss significantly widened to $38.3 million in 2025 from $21.5 million in 2024, indicating a decline in overall profitability.
  • Gross profit decreased by 6.5% to $130.7 million, suggesting pressure on margins despite revenue growth.
  • EBITDA decreased by 23.8% to $53.5 million, and AEBITDA decreased by 5.5% to $79.2 million, reflecting reduced operational earnings.
  • Cost of sales increased by 15.4%, outpacing net revenue growth, primarily due to higher production costs (8.5%).
  • Cushioning product revenue decreased by 1.3% due to lower industrial activity, impacting a core product line.
  • Interest expense increased by 19.9% to $34.3 million, partly due to the expiration of an interest rate swap, increasing financing costs.
  • Cash provided by operating activities decreased to $23.1 million in 2025 from $41.4 million in 2024, indicating reduced cash generation from core operations.
  • Goodwill for the North America reporting unit indicated fair value close to carrying value, making it sensitive to changes in estimates and potentially vulnerable to future impairment charges.

Risks

  • Inability to secure a sufficient supply of paper to meet production requirements, given the limited number of suitable suppliers (e.g., 60% of North American raw paper from a single supplier, Smurfit WestRock Company).
  • Adverse changes in input costs, such as kraft paper, labor, energy, and freight, may negatively impact profit margins and financial condition.
  • Reliance on third-party suppliers for components and assembled Protective Packaging Solutions (PPS) systems, particularly from China, exposes the company to operational delays, disruptions, and increased trade barriers or tariffs.
  • Demand for products could be adversely affected by changes in end-user or consumer preferences, or a shift away from paper and fiber-based products.
  • Loss of significant end-users, particularly e-commerce customers, or a reduction in their production requirements (e.g., due to environmental responsibility initiatives to reduce consumables), could significantly impact net revenue and profitability.
  • Investments in research and development (R&D) may not yield expected results, or competitors may develop and introduce new products that are better suited to meet consumer demands.
  • Global operations expose the company to numerous risks, including foreign currency exchange controls and fluctuations, economic uncertainty, restrictive governmental actions (e.g., trade protection, tariffs), and political, social, legal, and economic instability.
  • A major loss of or disruption in assembly and distribution operations (e.g., fire, natural disasters, labor unrest, transportation interruption, inability to renew leases) could adversely affect business.
  • Potential for increased labor costs or disruptions in operations, especially in Europe where many employees are represented by labor unions or workers' councils.
  • Exposure to taxation in multiple jurisdictions and potential adverse developments in tax laws or disagreements with tax positions could have a material adverse effect.
  • Subject to evolving environmental and governmental regulations (e.g., EU's Corporate Sustainability Reporting Directive (CSRD), California's greenhouse gas emissions disclosure) and product registration laws, leading to increased compliance costs and potential financial liability.
  • Risks associated with climate and sustainability matters, including the inability to meet publicly disclosed targets, could harm reputation and stakeholder relationships.
  • Inability to protect or maintain trademarks, patents, and other intellectual property could lead to a loss of competitive advantage.
  • Non-compliance with anti-corruption and anti-money laundering laws can subject the company to criminal and civil liability and harm its business.
  • Product liability claims or regulatory actions could adversely affect financial results, reputation, or brand value.
  • Litigation in the ordinary course of business, with uninsured judgments or a rise in insurance premiums, may adversely impact results of operations and financial condition.
  • Sales of a substantial number of shares of common stock in the public market, including from major stockholders (JS Capital) and warrant exercises (Amazon, Walmart), could cause the market price to drop significantly and result in substantial dilution.
  • Certain stockholders, including JS Capital, own a significant portion of the outstanding voting stock, giving them strong influence over corporate actions.
  • Provisions in organizational documents may inhibit a takeover, potentially limiting the price investors might be willing to pay for Class A common stock.
  • Designation of the Court of Chancery of the State of Delaware as the sole and exclusive forum for substantially all disputes between the company and its stockholders could limit stockholders' ability to obtain a favorable judicial forum.
  • Risk of NYSE delisting if the company fails to maintain certain financial, distribution, and share price levels.
  • The price of securities has been and may continue to be volatile due to various market and company-specific factors.
  • The level of outstanding indebtedness could adversely affect financial condition and ability to fulfill obligations, and debt financing agreements impose operating and financial restrictions.
  • Competition in the markets for products and services from both large conglomerates and smaller specialists, some with greater resources.
  • Unfavorable end-user responses to price increases could have a material adverse impact on business.
  • Performance, competitive position, and future growth prospects could be negatively impacted if new products do not meet sales or margin expectations.
  • Efforts to expand beyond core product offerings and into adjacent markets (e.g., Automation and Machine Vision) may not succeed.
  • Uncertain global economic conditions, inflationary pressures, and geopolitical unrest have had and could continue to have an adverse effect on financial condition or results of operations.
  • Cyber risk and the failure to maintain the integrity and/or prevent disruptions of operational or security systems or infrastructure, or those of third parties, could have a material adverse effect.
  • Political and economic instability and risk of government actions affecting business and end-users or suppliers may adversely impact business, results of operations, and cash flows.
  • Reliance on third-party distributors to store, sell, market, service, and distribute products, exposing the company to risks of contract termination or failure to meet expectations.
  • Dependence on third parties for transportation services, with potential for delays or increased costs.
  • Insurance policies may not cover all operating risks, and a casualty loss beyond coverage limits could adversely impact business.
  • Ability to use net operating loss carryforwards and certain other tax attributes may be limited.
  • Unanticipated changes in effective tax rates or adverse outcomes from examination of income or other tax returns could adversely affect financial condition and results of operations.
  • Potential for additional significant amounts of goodwill and other identifiable intangible assets to be recorded, and the risk of not realizing their full carrying value (e.g., North America reporting unit's fair value close to carrying value).
  • Risk of identifying material weaknesses in internal control over financial reporting or otherwise failing to maintain effective internal controls.
  • Dependence upon certain key personnel, with the unexpected loss of services potentially having a detrimental effect.
  • Disruption and volatility of the financial and credit markets could affect external liquidity sources.
  • Inability to obtain additional financing to fund operations or growth.
  • Loss of any principal customers, including Amazon and Walmart, could significantly decrease sales and profitability.

Future Outlook

The company anticipates continued pressure on gross margin in the medium term due to inflationary pressures and difficulty in fully passing on increased paper costs to customers. It expects capital expenditures to increase as the business grows, manufacturing footprint expands, and existing systems and facilities are upgraded. The company also expects continued seasonality in net revenue, with the highest sales typically recorded in the fourth fiscal quarter and the slowest sales in the first fiscal quarter of each fiscal year.

Management Comments

  • 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.
  • We 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.
  • 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.
  • We believe our Malaysia facility will continue to strengthen our performance in this region.
  • We expect to focus on identifying opportunities and executing an accretive M&A strategy to further solidify our position as a leader in environmentally sustainable solutions.
  • We expect some continued pressure on our gross margin in the medium term relative to our historical margin profile.
  • We will continue to evaluate the impact of inflationary pressures on our profitability and cash flows as well as our end-users.
  • We are focused on cost reduction and efficiencies to minimize the impact to our customers, and believe in the ongoing value proposition of our equipment.

Industry Context

StockSavvy.ai notes that Ranpak's strategic focus on sustainable, fiber-based protective packaging and end-of-line automation aligns well with broader industry trends, including the sustained growth of e-commerce, increasing demand for automated solutions to enhance efficiency, and rising environmental scrutiny of plastic packaging. The company's expansion into cold chain solutions and its growing presence in the APAC region are well-positioned to capitalize on these market shifts. However, the competitive landscape is intense, featuring large multi-national conglomerates and specialized automation providers like Packsize International, LLC and CMC Packaging Automation. Ranpak's 'razor/razor-blade' business model for its PPS systems provides a recurring revenue stream and a competitive advantage in the consumables market, but sustained profitability will depend on its ability to manage input costs and continue innovation against strong competitors.

Comparison to Industry Standards

  • Ranpak's primary competitors for PPS products include Sealed Air Protective Division, Pregis (FP International/Easypack), Intertape Polymer Group (IPG), Storopack, and Sprick, most of whom offer multi-substrate solutions including traditional plasticand petroleum-based materials alongside fiber-based products.
  • In the warehouse automation market, competitors include specialized providers of box-making and high-volume machinery such as Packsize International, LLC, CMC Packaging Automation, and Smurfit WestRock Company, which primarily focus on optimizing carton dimensions and reducing void space.
  • Ranpak believes it is the only global in-the-box protective packaging specialist singularly focused on sustainable, fiber-based solutions and a leader in automated void reduction systems technology, differentiating itself through its suite of Automated Paper Solutions (APS) and Automated Solutions (AS) solutions.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Executive role (unspecified)Michael A. JonesNANovember 28, 2022Separation Agreement and General Release.
Executive role (unspecified)Mark SiebertNAMay 7, 2025Separation Agreement and General Release.
Executive role (unspecified)NAPaul AramJuly 1, 2025Employment Agreement.
Executive role (unspecified)Eric LaurensseNAJune 30, 2025Separation Agreement.
Executive role (unspecified)Antonio GrassottiNAJuly 2, 2025Separation Agreement.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Policy AdoptionAdopted a Compensation Recoupment Policy on October 26, 2023, to comply with Section 10D of the Exchange Act and NYSE Listing Rule 303A.14, allowing for recoupment of incentive-based compensation in the event of an accounting restatement.October 26, 2023Enhances corporate accountability and aligns executive compensation with financial reporting accuracy, potentially reducing the risk of financial misstatements.
Policy AmendmentAmended the Insider Trading Policy on May 2, 2023, to include pre-approval requirements and other limitations on trading in company securities for directors and certain employees (Window Group), and restrictions on hedging/derivatives and pledging securities.May 2, 2023Strengthens controls against insider trading and market manipulation, promoting fair and transparent trading practices among insiders.
Internal Control RemediationRemediated previously reported material weaknesses in internal control over financial reporting related to revenue processes, depreciation expense for converting machines, income taxes, and the manual journal entry process.December 31, 2025Improves the reliability of financial reporting and reduces the risk of material misstatements, thereby enhancing investor confidence.

Legal Proceedings

  • In April 2024, the company entered into a settlement agreement with a competitor in a patent infringement action, receiving a cash payment of $16.1 million and an additional $5.4 million from the sale of two patents.

Related Party Transactions

  • The company has a shared services agreement with One Madison Group LLC, an entity controlled by the chief executive officer, but total fees under this agreement were not significant in 2025, 2024, or 2023.

Stakeholder Impact

  • Shareholders face potential dilution from the warrants issued to Amazon and Walmart, which could lead to a decrease in the market price of common stock. The influence of major stockholders like JS Capital on corporate actions remains significant.
  • Employees benefit from a comprehensive benefits package, competitive wages, incentive bonus programs, and a 401(k) plan. However, employees in Europe covered by collective labor agreements face the risk of strikes or work stoppages and potential increases in labor costs.
  • Customers benefit from sustainable packaging solutions and automation designed for efficiency and cost savings. However, they may be impacted by potential price increases due to rising input costs, and there is a risk of reduced purchases from key e-commerce customers.
  • Suppliers, particularly those providing kraft paper, are critical to the company's operations, with a reliance on a limited number of suppliers exposing the company to supply chain risks and price fluctuations.
  • Creditors are impacted by the company's outstanding debt and increased interest expense, requiring compliance with debt covenants under the senior secured credit facilities.

Next Steps

  • Continue to evaluate the impact of inflationary pressures on profitability and cash flows.
  • Focus on cost reduction and efficiencies to minimize the impact of tariffs and other costs.
  • Identify opportunities and execute an accretive M&A strategy to enhance growth in key areas or acquire adjacent businesses.
  • Roll-out next generation products to improve performance and efficiency.
  • Expand product lines adapted to continuously evolving consumer and business preferences.
  • Hold the 2026 Annual Meeting of Stockholders on May 21, 2026.
  • Evaluate the impact of future adoption of new accounting standards (ASU 2024-03, ASU 2025-05, ASU 2025-06, and ASU 2025-11) on consolidated financial statements.

Key Dates

DateDescription
1972Company inception.
August 1, 2019Statement of Policy Concerning Trading in Company Securities adopted.
October 30, 2019Statement of Policy Concerning Trading in Company Securities amended.
2020Commitment to achieving sustainability targets by 2030.
2021R Squared Robotics, a division of Ranpak, established.
2022Met goal of sourcing an aggregate paper supply consisting of at least 25% post-consumer waste (PCW) or alternative pulp by 2030.
November 28, 2022Separation and Release of Claims Agreement with Michael A. Jones.
May 2, 2023Statement of Policy Concerning Trading in Company Securities amended.
July 2023EU's Corporate Sustainability Reporting Directive (CSRD) promulgated.
October 26, 2023Compensation Recoupment Policy adopted by the Board of Directors.
December 31, 2023Fiscal year ended.
April 2024Settlement agreement with a competitor in a patent infringement action, resulting in a $16.1 million cash payment.
May 2024Entered into a fixed-for-fixed cross-currency swap (May 2024 Swap).
Second quarter of 2024Expiration of interest rate swap.
Second half of 2024Full-service paper conversion facility in Malaysia became operational.
December 19, 2024Entered into a First Lien Credit Agreement, consisting of a $410.0 million USD-denominated first lien term facility and a $50.0 million revolving facility.
December 31, 2024Fiscal year ended.
January 15, 2025Entered into a variable-for-variable cross-currency swap (January 2025 Swap).
January 28, 2025Entered into a Transaction Agreement with Amazon.com, Inc. for warrants to acquire up to 18,716,456 shares of Class A common stock.
May 7, 2025Separation Agreement and General Release with Mark Siebert.
May 2025Entered into a fixed-for-fixed cross-currency swap (May 2025 Swap).
July 1, 2025Employment Agreement with Paul Aram.
July 2, 2025Separation Agreement with Antonio Grassotti.
July 3, 2025Separation Agreement with Eric Laurensse.
July 30, 2025Board authorized an extension of the general share repurchase program of up to $50.0 million.
August 22, 2025Entered into a Transaction Agreement with Walmart Inc. for warrants to acquire up to 22,500,000 shares of Class A common stock.
August 20252024 Sustainability and Impact Report issued.
October 1, 2025Annual goodwill impairment test date.
December 31, 2025Fiscal year ended.
February 5, 2026Entered into a Simple Agreement for Future Equity (SAFE note) with Pickle Robot Co. for $10.0 million in cash.
February 26, 202684,721,378 Class A common shares outstanding.
March 5, 2026Report of Independent Registered Public Accounting Firm dated.
May 21, 20262026 Annual Meeting of Stockholders to be held.
December 15, 2026ASU 2024-03 (Expense Disaggregation Disclosures) effective for annual periods beginning after this date.
December 15, 2026ASU 2025-04 (Share-based payments to customers) effective for annual periods beginning after this date.
December 15, 2025ASU 2025-05 (Financial Instruments Credit Losses) effective for reporting periods beginning after this date.
September 1, 2027Maturity date for the May 2025 Swap.
December 15, 2027ASU 2024-03 (Expense Disaggregation Disclosures) effective for interim periods within fiscal years beginning after this date.
December 15, 2027ASU 2025-06 (Intangibles Goodwill and Other Internal-Use Software) effective for reporting periods beginning after this date.
December 15, 2027ASU 2025-11 (Interim Reporting) effective for interim reporting periods beginning after this date.
February 1, 2028Maturity date for the January 2025 Swap and the Fair Value Hedge swap.
December 2029Maturity date for the Revolving Facility.
2030Target year for sustainability goals (reducing greenhouse gas emissions by 46%, sourcing 75% recycled pulp, 100% FSC/SFI/PEFC certified paper, 25% PCW or alternative pulp).
December 2031Maturity date for the Term Facility.
January 28, 2033Expiration date for the Amazon Warrant.
August 22, 2035Expiration date for the Walmart Warrant.

Recommendation

hold

While Ranpak demonstrates promising growth in automation and void-fill segments, driven by e-commerce and sustainability trends, the significant increase in net loss and decline in gross profit and EBITDA raise concerns about profitability and cost management. The strategic partnerships with Amazon and Walmart, along with the remediation of internal control weaknesses, are positive, but the overall financial performance for 2025 suggests underlying challenges. A 'hold' recommendation is appropriate as investors should monitor whether the company can translate its revenue growth and strategic initiatives into improved profitability and cash flow in the coming periods, especially given ongoing inflationary pressures and competitive risks.

Keywords

Protective Packaging, E-commerce, Automation, Sustainable Packaging, Paper-based Packaging, Cold Chain, Machine Vision, SEC Filing, 10-K, Financial Results, Ranpak, PACK, Robotics, Supply Chain, Kraft Paper, Goodwill, Warrants, Amazon, Walmart, Internal Controls

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