🧾 What This Document Is

This is a preliminary proxy statement (PRE 14A) for Ranpak Holdings Corp. Think of it as a detailed "meeting agenda" and voter's guide sent to shareholders ahead of the company's annual meeting. It explains what will be voted on, provides background on the company and its leaders, and asks shareholders to vote on specific proposals. The final, official version will be sent before the meeting.

Key details:

Meeting: Virtual Annual Meeting of Stockholders.
Date & Time: May 21, 2026, at 10:00 a.m. Eastern Time.
How to Attend/Vote: Online at www.virtualshareholdermeeting.com/PACK2026. You can vote in advance via the internet, phone, or mail, or during the live meeting.
Record Date: You must own shares as of March 27, 2026, to vote.

🏢 What Ranpak Does

👉 In simple terms, Ranpak is a global company that makes eco-friendly, paper-based packaging solutions to protect products during shipping. They help other businesses replace plastic bubble wrap and foam with sustainable paper alternatives. Their mission is to "deliver a better world" through sustainable packaging.

🗳️ The Four Proposals to Vote On

The Board of Directors recommends a "FOR" vote on all four proposals. Here's what they are:

Elect Directors: Vote to re-elect three current board members (Victoria Dolan, Michael Gliedman, Alicia Tranen) for another 3-year term.
Ratify Auditor: Confirm the selection of KPMG LLP as the company's independent accounting firm for 2026.
Approve Executive Pay (Advisory): A non-binding "say on pay" vote to approve how the top executives were compensated in 2025.
Approve Walmart Warrant Shares: The major strategic proposal. Approve the potential issuance of a large number of shares to Walmart (more details below).

🤝 The Big Deal: The Walmart Partnership & Warrant

This is the most significant and complex proposal. Here’s the breakdown:

The Deal: In August 2025, Ranpak and Walmart signed an agreement. Walmart got a "warrant"—basically a long-term coupon allowing them to buy up to 22.5 million shares of Ranpak stock at a fixed price of $6.8308 per share.
Why Issue It? It's tied to a major commercial partnership. As Walmart (or its affiliates) buys Ranpak's packaging products and services, more of those warrant shares "vest" (become available for Walmart to buy). The goal is to align Walmart's interests as a major customer with Ranpak's success.
The NYSE Rule Problem: If Walmart bought all the shares available under the warrant, it would own about 26.7% of Ranpak. New York Stock Exchange rules require shareholder approval before a company can issue that many new shares to a single entity. Proposal #4 is asking for that approval.
What Happens If You Vote "FOR"? It removes the regulatory hurdle. Walmart can continue to earn and exercise the warrant as they buy products, potentially bringing Ranpak hundreds of millions in revenue and strengthening their balance sheet.
What Happens If You Vote "AGAINST"? Ranpak cannot issue the "excess" shares without shareholder approval. They would have to keep asking for approval at future meetings, which could weaken the strategic partnership with Walmart.

👥 Board & Governance Snapshot

The board is structured into three classes. This vote is for Class I directors:

Victoria Dolan (Age 66): Former CFO of Revlon. Brings deep financial and consumer goods expertise.
Michael Gliedman (Age 62): Ranpak's own Chief Technology Officer. Former tech executive at the NBA.
Alicia Tranen (Age 53): Founder of an investment fund. Strong financial and investment analysis background.

👉 Why it matters: The board oversees management and big decisions like the Walmart deal. These nominees have skills in finance, technology, and investing that are relevant to Ranpak's business.

💰 How Executives Are Paid

The compensation philosophy focuses on "pay for performance." A significant portion of executive pay is "at-risk," meaning it's not guaranteed.

Base Salary: Fixed cash pay.
Annual Bonus: Cash bonus based on hitting a key financial target: Constant Currency Adjusted EBITDA.
Long-Term Incentives: Restricted Stock Units (RSUs) and Performance-based RSUs (PRSUs) that vest over three years, linking pay to the stock's long-term performance and acting as a retention tool.

👉 Key Insight: For the CEO, 50% of his target compensation was "at-risk." For other top executives, it was about 36%. This structure is meant to align executive interests directly with those of shareholders.

🔮 What's Next & Strategic Signals

Sustainability Focus: The company highlights its commitment to sustainability, noting it will release its 7th Sustainability and Impact Report in 2026. This is central to its brand and customer appeal.
Strategic Bet on Walmart: The warrant proposal signals that management believes a deep, long-term partnership with a giant like Walmart is a crucial catalyst for growth, diversifying revenue and providing scale.
Governance & Engagement: The board notes it engaged with its largest shareholders (representing ~76% of shares) in 2025 to discuss governance and compensation, showing responsiveness to investor feedback.

⚖️ Strengths & Risks

👍 Strengths:
- Strong strategic partnership with Walmart.
- Clear focus on sustainability, a growing market trend.
- Experienced board with relevant industry backgrounds.
- Compensation structure tied to performance.
⚠️ Risks:
- Dilution: Approving the Walmart warrant will dilute existing shareholders if the warrant is fully exercised.
- Concentration of Power: Walmart could become a very large (26.7%) and influential shareholder.
- Execution Risk: The success of the Walmart partnership depends on meeting commercial goals and integrating the relationship effectively.

🧠 The Analogy

Think of this proxy statement as the agenda for a very important family business meeting. The "family" is all the shareholders. You're being asked to: 1) Re-elect the experienced family members to the board, 2) Re-approve the trusted family accountant, 3) Give a non-binding "thumbs up" on how the managers were paid, and 4) Make the biggest decision: vote on whether to officially welcome a powerful new partner (Walmart) into the business with a special deal that could bring lots of customers but also give them a big slice of ownership.

📇 Key Contacts & People

Omar Asali: Chairman of the Board & Chief Executive Officer
Sara A. Horvath: Executive Vice President, Chief Legal & HR Officer & Secretary
Investor Contact: [email protected], (440) 354-4445, 7990 Auburn Road, Concord Township, OH 44077
To Request Proxy Materials: Contact Investor Relations at the email or phone above.

🧩 Final Takeaway

This annual meeting is about routine governance, but the headline event is Proposal #4. Shareholders must decide if the potential strategic benefits of a deep partnership with Walmart—bringing revenue and scale—outweigh the costs of significant stock dilution and giving a major customer a potentially huge ownership stake in the company. The Board strongly believes it's worth it.

Ranpak Holdings Corp. — PRE 14A Filing