Ranpak Holdings Corp filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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| 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