Ranpak Holdings (PACK) risk factors, FY2025 10-K

Risks Related to Our Business

1. 01We may be unable to secure a sufficient supply of paper to meet our production requirements given the limited number of suppliers that produce paper suitable for our products
2. 02Adverse changes in input costs, such as kraft paper, may negatively impact our results of operations, including our profit margins, and financial condition73% rewritten
3. 03Our business is exposed to risks associated with our reliance on third-party suppliers to provide both the components used in our protective packaging systems as well as certain fully assembled protective packaging systems
4. 04Demand for our products could be adversely affected by changes in end-user or consumer preferences, which could have a material adverse effect on our business, financial condition or results of operations
5. 05The loss of end-users, particularly our e-commerce end-users, or a reduction in their production requirements, could have a significant adverse impact on our net revenue and profitability
6. 06Our investments in R&D may not yield the results expected
7. 07The global nature of our operations exposes us to numerous risks that could materially adversely affect our financial condition or results of operations
8. 08A major loss of or disruption in our assembly and distribution operations could adversely affect our business, financial condition or results of operations
9. 09Fluctuations between foreign currencies and USD could materially impact our consolidated financial condition or results of operations
10. 10We could experience disruptions in operations and/or increased labor costs

Legal and Regulatory Risks

1. 11We are subject to taxation in multiple jurisdictions. As a result, any adverse development in the tax laws of any of these jurisdictions or any disagreement with our tax positions could have a material adverse effect on our business, consolidated financial condition or results of operations
2. 12We are subject to a variety of evolving environmental and governmental regulations and product registration laws that expose us to potential financial liability and increased operating costs
3. 13We cannot guarantee that our practices will meet future regulatory requirements, reporting frameworks, or best practices, increasing the risk of related enforcement, and compliance with new requirements may lead to increased management burden and related costs
4. 14We face risks associated with climate and sustainability matters, including climate change
5. 15We are subject to anti-corruption and anti-money laundering laws with respect to both our domestic and international operations, and non-compliance with such laws can subject us to criminal and civil liability and harm our business
6. 16Product liability claims or regulatory actions could adversely affect our financial results or harm our reputation or the value of our brands
7. 17Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations
8. 18We are subject to litigation in the ordinary course of business, and uninsured judgments or a rise in insurance premiums may adversely impact our results of operations and financial condition

Risk Related to Ownership of Our Securities

1. 19A significant portion of our total outstanding shares may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well
2. 20As of December 31, 2025, JS Capital held approximately 36% of our total outstanding shares46% rewritten
3. 21Immediately prior to the consummation of certain change of control transactions, as defined in the Amazon Transaction Agreement and Walmart Transaction Agreement, the unvested portion of shares will become immediately vested and exercisableNew
4. 22Certain of our stockholders, including JS Capital, own a significant portion of the outstanding voting stock of the Company
5. 23Provisions in our organizational documents may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A common stock and could entrench management78% rewritten
6. 24which could limit the Company’s stockholders’ ability to obtain a favorable judicial forum for disputes with the Company or our directors, officers, stockholders, employees or agentsNew
7. 25The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions
8. 26The price of our securities has been and may continue to be volatile
9. 27If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our common stock adversely, the price and trading volume of our common stock could decline

Risks Related to Our Indebtedness

1. 28Our level of outstanding indebtedness could adversely affect our financial condition and ability to fulfill our obligations
2. 29Our debt financing may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us
3. 30We experience competition in the markets for our products and services
4. 31Unfavorable end-user responses to price increases could have a material adverse impact on our business, results of operations and financial condition
5. 32Our performance, competitive position and prospects for future growth could be negatively impacted if new products we develop do not meet sales or margin expectations, which could have a material adverse effect on our business, financial condition or results of operations
6. 33Our efforts to expand beyond our core product offerings and into adjacent markets may not succeed and could adversely impact our business, financial condition or results of operations
7. 34Uncertain global economic conditions, inflationary pressures, and geopolitical unrest have had and could continue to have an adverse effect on our financial condition or results of operations
8. 35Cyber risk and the failure to maintain the integrity and/or prevent disruption of our operational or security systems or infrastructure, or those of third parties with which we do business, could have a material adverse effect on our business, financial condition or results of operations
9. 36While we attempt to mitigate these risks, our systems, networks, products, solutions and services remain potentially vulnerable to advanced and persistent threats54% rewritten
10. 37Political and economic instability and risk of government actions affecting our business and our end-users or suppliers may adversely impact our business, results of operations and cash flows
11. 38We rely on third-party distributors to store, sell, market, service and distribute our products
12. 39We depend on third parties for transportation services
13. 40Our insurance policies may not cover all operating risks and a casualty loss beyond the limits of our coverage could adversely impact our business
14. 41Our ability to use our net operating loss carryforwards and certain other tax attributes, including our deferred tax assets, may be limited
15. 42Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations
16. 43We have recorded and may record additional significant amounts of goodwill and other identifiable intangible assets and we may never realize the full carrying value of the related assets
17. 44We may identify material weaknesses in our internal control over financial reporting or otherwise fail to maintain effective internal controls, which could adversely affect our financial reporting, our reputation, operations, and market price of our common stockNew
18. 45We are dependent upon certain key personnel
19. 46Disruption and volatility of the financial and credit markets could affect our external liquidity sources
20. 47We may be unable to obtain additional financing to fund our operations or growth
21. 48Loss of any of our principal customers could significantly decrease our sales and profitabilityNew