UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

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Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

Ranpak Holdings Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Dear Fellow Stockholders:

April 10, 2025

At this time last year, I shared with you that I believed 2024 would be an inflection year for our business. From our success with enterprise accounts and in Automation, to opening our Malaysia facility, to de-levering and reducing our capex, we executed our plan. I am very pleased with the way we delivered on our key goals throughout 2024, and I believe we have laid a solid foundation for the next chapter of Ranpak.

I want to cordially invite you to attend the 2025 Annual Meeting of Stockholders of Ranpak Holdings Corp. at www.virtualshareholdermeeting.com/PACK2025 on May 22, 2025 at 10:00 a.m. Eastern time. The meeting will be held virtually, via live webcast.

I also want to share that we will soon release our 2024 Sustainability and Impact Report that highlights our continuing commitment to deliver a better world. We are excited for the opportunity to share our progress and demonstrate our leadership in the very important area of sustainability.

The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and this Proxy Statement.

Your vote is important. Please cast your vote as soon as possible over the Internet, by telephone, or by completing and returning your proxy card in the postage-prepaid envelope so that your shares are represented. Your vote will mean that you are represented at the Annual Meeting regardless of whether or not you attend. Returning the proxy does not deprive you of your right to attend the virtual Annual Meeting and to vote your shares then. We will begin mailing the Notice of Internet Availability to our stockholders of record as of March 28, 2025 for the first time on or about April 10, 2025.

Sincerely,

Omar Asali

Chairman of the Board of Directors and

Chief Executive Officer

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RANPAK HOLDINGS CORP. 7990 AUBURN ROAD CONCORD TOWNSHIP, OH 44077

Notice of Annual Meeting of Stockholders to be Held on May 22, 2025

To the Stockholders of Ranpak Holdings Corp.:

NOTICE IS HEREBY GIVEN

Time and Date

May 22, 2025,

at 10:00 a.m.

(Eastern time)

Location

virtual meeting conducted

exclusively via live webcast at www.virtualshare

holdermeeting.com/

PACK2025

Record Date

The foregoing items of business are

more fully described in the Proxy Statement accompanying

this Notice of Annual Meeting of Stockholders.

Only stockholders who owned common stock of the Company at the close of business on March 28, 2025 (the “Record Date”) can vote at this meeting or any adjournments that take place.


	1.			to elect the three directors named in the Proxy Statement as Class III directors of Ranpak Holdings Corp., each to serve for three years and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal;
	2.			to ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;
	3.			to approve a non-binding advisory resolution approving the compensation of the named executive officers; and
	4.			to approve, for the purpose of complying with NYSE Listing Rule 312.03(c), the issuance of certain shares of our Class A Common Stock upon the exercise of a warrant issued by the Company to Amazon.com NV Investment Holdings LLC.


	The Company will also transact such other business as may properly come before the meeting, or any adjournment or postponement thereof.

The Board of Directors unanimously recommends that you vote:


	Proposal No. 1:			FOR the election of the three director nominees;
	Proposal No. 2:			FOR the ratification of the appointment of KPMG LLP, as the independent registered public accounting firm;
	Proposal No. 3:			FOR the approval of the non-binding advisory resolution to approve the compensation of our named executive officers; and
	Proposal No. 4:			FOR the approval of the issuance of certain shares of our Class A Common Stock upon the exercise of a warrant issued by the Company to Amazon.com NV Investment Holdings LLC.

2025 VIRTUAL ANNUAL STOCKHOLDER MEETING

The Board of Directors has determined to hold a virtual annual meeting in order to facilitate stockholder attendance and participation by enabling stockholders to participate from any location and at no cost. We believe this is the right choice for Ranpak currently, as it enables engagement with our stockholders, regardless of size, resources, or physical location. We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting by visiting

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www.virtualshareholdermeeting.com/PACK2025 at the meeting date and time. To log in, you will need the 16-digit control number included on your proxy card or voting instruction form. The meeting webcast will begin promptly at 10 a.m. Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:45 a.m., Eastern Time, and you should allow ample time for the check-in procedures. If you experience technical difficulties during the check-in process or during the meeting, please consult the information regarding technical assistance available at www.virtualshareholdermeeting.com/PACK2025 for assistance.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL MEETING ONLINE, WE ENCOURAGE YOU TO READ THE ACCOMPANYING PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024, AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE USING ONE OF THE THREE CONVENIENT VOTING METHODS DESCRIBED IN “INFORMATION ABOUT THE PROXY PROCESS AND VOTING” IN THE PROXY STATEMENT. IF YOU RECEIVE MORE THAN ONE SET OF PROXY MATERIALS OR NOTICE OF INTERNET AVAILABILITY BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SIGNED AND SUBMITTED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.

NOTICE AND ACCESS

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 22, 2025. The Proxy Statement and the Company’s 2024 Annual Report on Form 10-K are available, free of charge, at proxyvote.com.

The Notice of Annual Meeting of Stockholders to be held on May 22, 2025 contains instructions on how to access our proxy materials and vote over the internet at www.proxyvote.com and how stockholders can receive a paper copy of our proxy materials, including the accompanying Proxy Statement, a proxy card or voting instruction card and our 2024 Annual Report on Form 10-K. Stockholders can also request to receive future proxy materials in printed form by mail or electronically by email by contacting Investor Relations Department at ir@ranpak.com, at 440-354-4445 or at 7990 Auburn Road, Concord Township, OH 44077.

By Order of the Board of Directors

Sara A. Horvath

Executive Vice President, Chief Legal Officer & Secretary

April 10, 2025

7990 Auburn Road

Concord Township, Ohio 44077

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			Page
Proposal 1 - Election of Directors			2
Corporate Governance			5
Directors			11
Proposal 2 - Ratification of Selection of Independent Registered Public Accounting Firm			15
Report of the Audit Committee of the Board of Directors			17
Proposal 3 - Non-Binding Advisory Resolution to Approve the Compensation of the Named Executive Officers			18
Proposal 4 - Approval of the Issuance of Certain Shares of our Class A Common Stock upon the Exercise of a Warrant Issued to Amazon.com NV Investment Holdings LLC			19
Executive Compensation			23
Compensation Discussion and Analysis			23
Report of the Compensation Committee of the Board of Directors			36
Executive Compensation Tables			37
2024 Summary Compensation Table			37
Grants of Plan-Based Awards			38
Outstanding Equity Awards at Fiscal Year-End			39
Option Exercises and Stock Vested			40
Potential Payments Upon Termination or Change in Control			40
Pay Versus Performance			42
Director Compensation Table			48
Executive Officers			49
Certain Relationships and Related Person Transactions			51
Security Ownership of Certain Beneficial Owners and Management			52
Delinquent Section 16(a) Reports			54
Information About the Proxy Process and Voting			55
Additional Information			59

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RANPAK HOLDINGS CORP. 7990 AUBURN ROAD CONCORD TOWNSHIP, OH 44077

PROXY STATEMENT

For the 2025 Annual Meeting of Stockholders May 22, 2025

We have made available our proxy materials because the Board of Directors (the “Board”) of Ranpak Holdings Corp. (referred to herein as the “Company,” “Ranpak,” “we,” “us” or “our”) is soliciting your proxy to vote at our 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 22, 2025, at 10:00 a.m. Eastern time, at www.virtualshareholdermeeting.com/PACK2025.

•	This Proxy Statement summarizes information about the proposals to be considered at the Annual Meeting and other information you may find useful in determining how to vote.

•	The Proxy Card is the means by which you actually authorize another person to vote your shares in accordance with your instructions.

In addition to solicitations by mail, our directors, officers and employees, without additional remuneration, may solicit proxies by telephone, e-mail and personal interviews. All costs of solicitation of proxies will be borne by us. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names, and we will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.

Pursuant to the rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our Annual Meeting materials, which include this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, over the internet in lieu of mailing printed copies. We will begin mailing the Notice of Internet Availability to our stockholders of record as of March 28, 2025 (the “Record Date”) on or about April 10, 2025. The Notice of Internet Availability will contain instructions on how to access and review the Annual Meeting materials and will also contain instructions on how to request a printed copy of the Annual Meeting materials. Additionally, we have provided brokers, dealers, banks, voting trustees and their nominees, at our expense, with additional copies of our proxy materials and the Annual Report on Form 10-K so that our record holders can supply these materials to the beneficial owners of shares of our common stock as of the Record Date. The Annual Report on Form 10-K (and the 2025 Proxy Statement) are available, free of charge, at proxyvote.com and are also available on our website at ir.ranpak.com.

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Proposal No. 1

Election of Directors

The Company’s Board is divided into three classes, designated as Class I, Class II and Class III. One class of directors is elected by the stockholders at each annual meeting to serve a three-year term. Class I directors are Victoria Dolan, Michael Gliedman and Alicia Tranen; Class II directors are Thomas F. Corley, Michael A. Jones and Robert C. King; and Class III directors are Omar Asali, Pam El, Salil Seshadri and Kurt Zumwalt. The Board and Company wish to thank Mr. Zumwalt, who has not been renominated this year, for his service on the Company's Board. Mr. Zumwalt has demonstrated significant leadership and commitment during his tenure on the Board, and we have benefited from his insights and perspectives.

Class III directors standing for re-election at the Annual Meeting are Omar Asali, Pam El and Salil Seshadri. Class I and Class II directors will stand for election at the 2026 and 2027 annual meetings of stockholders, respectively.

Each of the nominees for election as Class III director is currently a director. If elected at the Annual Meeting, each of the nominees for election as Class III director would serve for three years and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. If any nominee is unable or unwilling to be a candidate for election, the Board may appoint another nominee or reduce the size of the Board. Our board currently consists of ten (10) seats. Proxies cannot be voted for a greater number of persons than the nominees named in this Proxy Statement.

The following table sets forth information for the nominees who are currently standing for election:


NAME	AGE	DIRECTOR SINCE
Omar Asali	54	2019
Pam El⁽¹⁾	67	2020
Salil Seshadri⁽¹⁾⁽²⁾	48	2019

(1)	Member of Nominating, Sustainability & Governance Committee

(2)	Member of Compensation Committee

Set forth below is biographical information for the nominees. The following includes certain information regarding the nominees’ individual experience, qualifications, attributes and skills that led the Board to conclude that they should serve as a director. See pages 11 through 14 for the biographical information for the other directors not standing for election.

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Omar Asali			Omar Asali, 54, has served as our Chief Executive Officer and Chairman of the Board since June 2019, and is a founding partner of One Madison Group. Mr. Asali has over two decades of experience with innovative, high-growth public and private companies as an operator, director, and investor through multiple market cycles. He is known as an advocate of corporate sustainability and a thought leader in the area of automation. One Madison Group is a registered investment advisor that invests across public and private markets with a focus on high quality, durable, operating businesses, founded by Mr. Asali, Jonathan Soros, and Salil Seshadri. The firm makes long-term public and private investments in themes including industrial technology, artificial intelligence, robotics, consumer brands, and other high growth sectors. Mr. Asali served previously as President and Chief Executive Officer of HRG. Mr. Asali was also the Vice Chairman of Spectrum Brands and a member of the board of directors of Fidelity and Guarantee Life, and Front Street Re Cayman Ltd., each a subsidiary of HRG. Prior to becoming President of HRG, Mr. Asali was a Managing Director and Head of Global Strategy of Harbinger Capital, a multi-billion dollar alternative asset manager. Prior to that, Mr. Asali was the co-head of Goldman Sachs Hedge Fund Strategies where he helped manage approximately $25 billion of capital. Mr. Asali also served as co-chair of the Investment Committee at Goldman Sachs HFS. Before joining Goldman Sachs HFS in 2003, Mr. Asali worked in Goldman Sachs’ Investment Banking Division. Mr. Asali received an M.B.A. from Columbia Business School and a B.S. in Accounting from Virginia Tech. Mr. Asali also currently serves as a director at Carbone Fine Food, Pickle Robot Company, and Plenty Unlimited. Mr. Asali has also served on the Virginia Tech Foundation Board and is currently active with the Mt. Sinai Cardiovascular Clinical Institute Philanthropic Advisory Council.
Omar Asali			Mr. Asali’s qualifications to serve on our Board include: his substantial experience in mergers and acquisitions, corporate finance and strategic business planning; his track record at HRG and in advising and managing multi-national companies; and his experience serving as a director for various public and private companies.


Pam El			Pam El, 67, has served as a director since November 2020. She founded Pam El Consulting in 2019, and currently serves as its CEO. From 2014 to 2018, Ms. El was EVP and CMO at the National Basketball Association, where she was responsible for global marketing for the NBA, WNBA, and NBA G League. Prior to her tenure at the NBA, from 2013 to 2014, Ms. El was SVP of Marketing for Nationwide Insurance and from 2002 to 2013, Marketing Vice President of State Farm Insurance, where she led sales and marketing strategy for the U.S. and Canada. She earned a B.S. in Mass Communications from Virginia Commonwealth University and was recently inducted into the VCU Communications Hall of Fame. She also serves as a director on the board of IDIQ, an industry leader in credit report and identity theft monitoring and data breach preparation, and serves as a director on the Exchange Subsidiaries Board of Farmers Insurance. Ms. El also serves on the national board of the non-profit WISE (Women in Sports & Events).
Pam El			Ms. El’s qualifications to serve on our Board include: her extensive corporate leadership experience and marketing experience.

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Salil Seshadri			Salil Seshadri, 48, has been a member of our Board since June 2019. Mr. Seshadri is the Chief Investment Officer and a founding partner of One Madison Group, LLC, a registered investment advisor that invests across public and private markets with a focus on high quality, durable, operating businesses. Prior to co-founding One Madison, Mr. Seshadri was the Chief Investment Officer and founding partner of JS Capital Management LLC, a private investment firm, where he served from 2011 to 2023. Prior to joining JS Capital, Mr. Seshadri was a senior member of the investment team at Soros Fund Management, where he served from 2009 to 2011. Prior to joining Soros Fund Management, Mr. Seshadri was employed for nearly a decade by Goldman Sachs Group, Inc. At Goldman Sachs, Mr. Seshadri served as Vice President in Goldman Sachs’ Hedge Fund Strategies group from 2002 to 2008. Currently, Mr. Seshadri serves as a Board member or Observer for private companies such as WheelsEye, Plenty, Pickle Robot, MUSIC, Anello Photonics and Carbone Fine Foods. Mr. Seshadri received a B.A. in Economics, with a concentration in Psychology from Columbia University.
Salil Seshadri			Mr. Seshadri’s qualifications to serve on our Board include: his strong business and financial acumen, including the ability to read operational financials and balance sheets; his extensive experience as an investor in public and private companies of all sizes across multiple industries; his background evaluating the financial performance of both public and private companies; and his experience as a director and/or a significant stockholder in numerous companies.


	The Board unanimously recommends a vote FOR the election of each of the above-named Class III nominees.

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Corporate Governance

At Ranpak, sustainability is at the center of our enterprise strategy. From our beginning over 50 years ago, our business has been built around providing our customers and end-users with effective and more sustainable alternatives to meet their secondary packaging needs. We believe that the manufacture, sale, and use of our packaging solutions directly contribute to the creation of a more sustainable – and more circular – global supply chain. We help our customers and end-users meet their own sustainability goals. At the same time, Ranpak is on its own journey as a company. In our sixth year as a public company, we have made substantial progress on sustainability matters since becoming a public company – we have identified sustainability metrics that are material to our business; we collect and analyze significant sustainability-related data relating to our internal operations; we have set long-term corporate-level sustainability targets; we have assigned oversight of our sustainability performance to a committee of our Board; and, in 2025, we will publish our sixth Sustainability and Impact Report – and we acknowledge that we have more to do. Moreover, we are committed to continuing our leadership in facilitating the emergence of a more sustainable supply chain.

Board Composition and Director Nominees

Our business and affairs are managed under the direction of our Board. Our certificate of incorporation and our bylaws provide for a classified Board consisting of three classes of directors, each serving staggered three-year terms. Our current directors are as follows:

•	Our Class I directors are Ms. Dolan, Mr. Gliedman and Ms. Tranen, with terms expiring at the 2026 annual meeting.

•	Our Class II directors are Messrs. Corley, Jones and King, with terms expiring at the 2027 Annual Meeting.

•	Our Class III directors are Messrs. Asali, Seshadri, Zumwalt and Ms. El, and Mr. Asali, Mr. Seshadri and Ms. El are nominated for re-election at the Annual Meeting.

At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election. Except as otherwise provided by law and subject to the rights of any class or series of preferred stock, vacancies on our Board (including a vacancy created by an increase in the size of the Board) may be filled only by the affirmative vote of a majority of the remaining directors. A director elected by the Board to fill a vacancy (other than a vacancy created by an increase in the size of the Board) serves for the unexpired term of such director’s predecessor in office and until such director’s successor is elected and qualified. A director appointed to fill a position resulting from an increase in the size of the Board serves until the next annual meeting of stockholders at which the class of directors to which such director is assigned by the Board is to be elected by stockholders and until such director’s successor is elected and qualified. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

In making recommendations to the Company’s Board of nominees to serve as directors, the Nominating, Sustainability & Governance Committee will examine each director nominee on a case-by-case basis regardless of who recommended the nominee (including with respect to stockholder recommendations) and will take into account all factors it considers appropriate, including enhanced independence, financial literacy and financial expertise. In evaluating Director nominees, the Board with assistance of the Nominating, Sustainability & Governance Committee, evaluates a nominee’s qualities, experience, performance and professional responsibilities, but also the then composition of the Board and the challenges and needs of the Board at that time. The Nominating, Sustainability & Governance Committee does not have a specific director diversity policy.

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In addition, three of our investors, JS Capital LLC, Soros Capital LLC and Schusterman Family Investments, each have the right to designate one observer to our Board. There are currently three observers.

Independence of the Board of Directors

Seven of our directors currently serving on our Board qualify as independent within the meaning of the independent director guidelines of the New York Stock Exchange (“NYSE”).

Consistent with our Corporate Governance Guidelines and charter of our Nominating, Sustainability & Governance Committee, our Board has made an affirmative determination as to the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, and as a result of this review, and upon the review and recommendation of the Nominating, Sustainability & Governance Committee, our Board has determined that each of Messrs. Corley, King, Seshadri and Zumwalt and Mses. Dolan, El and Tranen are independent, as defined in the rules of the NYSE.

Board Leadership Structure

Mr. Asali serves as both our Chief Executive Officer and the Chairman of the Board. The Board meets in executive session amongst non-management directors at each regularly scheduled quarterly Board meeting, which are presided over by Thomas F. Corley, who serves as an independent director and as Chair of the Nominating, Sustainability & Governance Committee. We also have fully independent Audit, Nominating, Sustainability & Governance, and Compensation committees along with governance practices that promote independent leadership and oversight.

The Board believes that the foregoing structure achieves an appropriate balance between the effective development of key strategic and operational objectives by the CEO and Chair, and independent oversight of management’s execution of such objectives.

The Board notes that all directors are elected by the Company’s stockholders. The Board, therefore, does not believe it appropriate or necessary in serving the best interests of the Company to designate a lead director at this time. The Board does not believe that its role in risk oversight has been affected by the Board’s leadership structure.

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Board Diversity and Attributes

Our Board believes diversity is important and seeks representation across a range of backgrounds and professional experience, and regularly assesses our Board’s diversity when identifying and evaluating director candidates. As of December 31, 2024, our Board consisted of the following:

Committees of the Board of Directors

Our Board has three fully independent standing committees: the Audit Committee, the Compensation Committee and the Nominating, Sustainability & Governance Committee. Each of the committees reports to the Board as they deem appropriate and as the Board may request.

Audit Committee

Our Audit Committee is currently composed of Messrs. King and Zumwalt and Mses. Dolan and Tranen, with Ms. Dolan serving as the chair of the committee. Our Board has determined that each member of the Audit Committee meets the independence requirements and the financial literacy requirements under the applicable rules and regulations of the SEC and the applicable listing standards of the NYSE. Our Board has determined that each member qualifies as an “Audit Committee financial expert” as defined under SEC rules.

Our Audit Committee oversees our corporate accounting and financial reporting process. The Audit Committee is also responsible for preparing the audit committee report that SEC rules require to be included in this Proxy Statement. The Audit Committee charter details the principal responsibilities of the Audit Committee, including assisting the Board in its oversight of:

•	the integrity of the Company’s financial statements and internal controls;

•	the qualifications, independence and performance of the Company’s independent auditor;

•	the design and implementation of the internal audit function; and

•	the Company’s compliance with legal and regulatory requirements.

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Compensation Committee

Our Compensation Committee is composed of Messrs. Seshadri and King and Ms. Tranen, with Mr. Seshadri serving as the chair of the committee. Our Board has determined that each of Messrs. Seshadri and King and Ms. Tranen qualifies as independent under the applicable rules of the NYSE, and each is a “non-employee director” as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Compensation Committee reviews and recommends policies relating to compensation and benefits of our officers and employees. The Compensation Committee charter details the principal responsibilities of the Compensation Committee, including:

•	reviewing and approving compensation (including equity-based compensation) for the Company’s directors;

•

reviewing and approving the compensation of our CEO and each of the Company’s senior executive officers, including: (i) identifying, reviewing and approving corporate goals and objectives relevant to executive officer compensation; and (ii) evaluating each executive officer’s performance in light of such goals and objectives to determine such compensation;

•	reviewing the Company’s management succession planning in consultation with our CEO;

•	reviewing and evaluating the Company’s executive compensation and benefits plans generally; and

•	reviewing and assessing the risks arising from the Company’s employee compensation policies and practices.

The charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC. The Compensation Committee may delegate to one or more officers of the Company the authority to make grants and awards or options to any non-Section 16 officer of the Company under such of the Company’s incentive-compensation or other equity-based plans as the Committee deems appropriate and in accordance with the terms of such plans.

Nominating, Sustainability & Governance Committee

Our Nominating, Sustainability & Governance Committee is currently composed of Messrs. Corley, Seshadri and Zumwalt and Ms. El, with Mr. Corley serving as chair of the committee. Each of Messrs. Corley, Seshadri and Zumwalt and Ms. El is an independent director under the applicable rules of the NYSE relating to Nominating, Sustainability & Governance Committee independence.

The Nominating, Sustainability & Governance Committee is responsible for making recommendations to the Board regarding candidates for directorships and the size and composition of the Board. The Nominating, Sustainability and Governance Committee charter details the principal responsibilities of the Nominating, Sustainability and Governance Committee, including:

•	reviewing and evaluating the size, composition, function and duties of the Board consistent with its needs;

•	recommending criteria for the selection of candidates to the Board and its committees, and identifying individuals qualified to become Board members consistent with such criteria, including the consideration of nominees submitted by stockholders;

•	recommending to the Board director nominees for election;

•	recommending directors for appointment to Board committees;

•	making recommendations to the Board as to determinations of director independence;

•	overseeing the evaluation of the Board;

•	overseeing the Company’s corporate social responsibility program, including its ESG initiatives and related risks; and

•	developing and recommending to the Board the Corporate Governance Guidelines and Code of Ethics and Business Conduct for the Company and overseeing compliance with such Guidelines and Code.

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Stockholder Engagement

In connection with and following our 2024 Annual Meeting, we engaged with 28 of our largest stockholders, representing approximately 81% of our outstanding shares and 72% of institutional holders. We provided updates on the Company, discussed governance, executive compensation, and other matters of interest. We discuss stockholder and advisor feedback with the Committee members as we are continuously reviewing our governance practices and executive compensation programs and will continue to welcome feedback from our stockholders.

Code of Ethics

We have adopted a Code of Ethics and Business Conduct (the “Code”) applicable to our directors, officers and employees that complies with the rules and requirements of the NYSE. The Company intends to disclose any amendments to or waivers of certain provisions of the Code for executive officers or directors on its website at ir.ranpak.com within the time period required by the SEC and the NYSE.

Copies of our Code, along with our Corporate Governance Guidelines and the charter of each of our Audit, Compensation and Nominating, Sustainability & Governance Committees are available on our website at ir.ranpak.com. Information on or accessible through our website is not part of, or incorporated by reference into, this Proxy Statement. In addition, a copy of the Code will be provided without charge upon request.

Insider Trading Policy; Hedging and Pledging Policy

We have adopted an Insider Trading Policy governing the purchase, sale and/or other dispositions of the Company's securities by directors, officers and employees, that is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and any listing standards applicable to the Company.

Our Insider Trading Policy also covers hedging and pledging. Employees and directors are prohibited from engaging in any hedging transactions (including transactions involving options, puts, calls, prepaid variable forward contracts, equity swaps, collars and exchange funds or other derivatives) that are designed to hedge or speculate on any change in the market value of the Company’s equity securities. We prohibit employees and directors from pledging Company securities in any circumstance, and from holding Company securities on margin or holding Company securities in a margin account.

A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Meetings and Attendance

Our Board met six times during 2024. The Audit Committee met 11 times, the Compensation Committee met five times and the Nominating, Sustainability & Governance Committee met five times. During 2024, each Board member attended at least 75% of the meetings of the Board and of the committees of the Board on which he or she served. We encourage all of our directors and nominees for director to attend our annual meeting of stockholders; however, attendance is not mandatory. All of the nine directors then in service attended the 2024 annual stockholders meeting.

Stockholder Communications with the Board

Should stockholders or other interested parties wish to communicate with the Board, non-management or independent directors as a group or any specified individual directors, such correspondence should be sent to the attention of Sara Horvath, Secretary at Ranpak, 7990 Auburn Road, Concord Township, Ohio 44077. The Secretary will forward correspondence relating to the Board’s duties or responsibilities to the specified recipient. Correspondence that is unrelated to a director’s duties will be handled at the Secretary’s discretion. Stockholders may also submit recommendations of director candidates by following the same procedures.

Role of the Board in Risk Oversight

The Board oversees our risk management. The Board, directly and through the Audit and other Committees carries out this oversight role by reviewing the Company’s policies and practices with respect to risk assessment and risk management, and by discussing with management the risks inherent in the operation of our business.

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Sustainability Reporting

To highlight our commitment to Sustainability practices, we publish an annual Sustainability and Impact Report. For more information, and a copy of our most recent Sustainability and Impact Report, please visit our website at ranpak.com/sustainability.

Board Oversight of Material Environmental and Social Risk

Ranpak takes into account considerations that affect our key stakeholders, including our stockholders, customers, employees, communities, regulators and suppliers. In recognition of this, our Nominating, Sustainability & Governance Committee of the Board oversees, reviews and assesses Ranpak’s sustainability and corporate social responsibility program and initiatives. The Nominating, Sustainability & Governance Committee reviews our annual Sustainability and Impact Report, and receives regular briefings from our Chief Sustainability Officer. The committee reports to our full Board which has ultimate responsibility to oversee material risks and opportunities.

Human Capital Resources

We are a global organization that values life experiences, ideas, and cultures that each of our employees bring to Ranpak, striving to create an atmosphere of acceptance and respect, facilitating an encouraging environment, and helping employees attain professional and educational goals. We utilize interview guides in our hiring processes to help identify different competencies and to ensure that new hires are developed in these areas. Additionally, we developed robust training to ensure that every potential candidate is given a fair and merit-based evaluation of their skills.

We strive to maintain an active dialogue with our employees and provide employees a comprehensive benefits package including competitive wages, medical, life, and accident insurance, incentive bonus programs, and a 401(k) plan with an employer matching contribution. We have departmental budgets set aside for training and also provide a tuition reimbursement program for employees seeking bachelor's or master's degrees. Certain employees are also eligible for stock-based compensation programs that are designed to encourage long-term performance aligned with Company objectives. In June 2019 and September 2021, every employee (excluding those eligible for stock-based compensation programs) received an equity award, providing a community of employee-owners who can personally share in the reward of our collective success.

Note About Website and Sustainability and Impact Reports

The reports mentioned above, or any other information from our website, are not part of, or incorporated by reference into this Proxy Statement. Some of the statements and reports contain cautionary statements regarding forward-looking information that should be carefully considered. Our statements and reports about our objectives may include statistics or metrics that are estimates, make assumptions based on developing standards that may change, and provide aspirational goals that are not intended to be promises or guarantees. The statements and reports may also change at any time and we undertake no obligation to update them, except as required by law.

Web links to our website throughout this document are provided for convenience only. Please note that information on or accessible through our website is not part of, or incorporated by reference into, this Proxy Statement.

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Directors

The following table sets forth the name, age as of April 10, 2025, and position of the nominees for election at the Annual Meeting and the other current directors of Ranpak Holdings Corp. whose terms extend past the Annual Meeting. The following also includes certain information regarding our directors’ individual experience, qualifications, attributes and skills and brief statements of those aspects of our directors’ backgrounds that led us to conclude that they are qualified to serve as directors (information for Mr. Asali, Ms. El and Mr. Seshadri is set forth above in “Proposal No. 1 Election of Directors”).


NAME	AGE	DIRECTOR SINCE	POSITION	INDEPENDENT
Omar Asali	54	2019	Chairman and Chief Executive Officer
Thomas F. Corley⁽¹⁾	62	2019	Director
Victoria Dolan⁽²⁾	65	2024	Director
Pam El⁽¹⁾	67	2020	Director
Michael S. Gliedman	61	2019	Director and Chief Technology Officer
Michael A. Jones	62	2019	Director
Robert C. King⁽²⁾⁽³⁾	66	2019	Director
Salil Seshadri⁽¹⁾⁽³⁾	48	2019	Director
Alicia Tranen⁽²⁾⁽³⁾	52	2019	Director

(1)	Member of the Nominating, Sustainability & Governance Committee

(2)	Member of the Audit Committee

(3)	Member of the Compensation Committee

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Thomas F. Corley			Thomas F. Corley, 62, has been a member of our Board since June 2019, and served as a member of One Madison Corporation from July 2017 until the consummation of the Business Combination. Mr. Corley is currently the Chief Executive Officer and President of Community Coffee, Inc. He previously served as the Executive Vice President, Chief Global Revenue Officer for Catalina responsible for all worldwide engagements, retailer and manufacturer revenue from October 2017 to January 2020. Mr. Corley also served as Chief Operating Officer of Acosta, Inc. from January 2016 until December 1, 2016. While at Acosta, Mr. Corley oversaw the Sales and Foodservice divisions, designed operating strategies, developed a differentiated sales organization and cultivated excellent customer relationships. Prior to serving at Acosta, Mr. Corley held several senior roles at Kraft Foods Group over a thirty-year tenure. Mr. Corley served as an Executive Vice President and President of Retail Sales and Foodservice from October 2012 through July 2015. Prior to that, Mr. Corley served as Senior Vice President of Sales from June 2009 to October 2012. His additional roles at Kraft included Vice President of Walmart/Customer Development Organization, Area Vice President, East Customer Development Organizations and Area Vice President of South Area Field Sales Organization. Mr. Corley has extensive experience with customer collaboration, new business development, field sales commercialization, acquisition integration and organizational development. Mr. Corley also serves on the Board of Directors at Carbone Sauce USA. He previously worked as an advisor to Cacique Foods, Plenty Indoor Agriculture, Revlon, Inc., Verde Farms, Trax USA, Bowery Farms, Vybes Beverages, Genpact USA. He is also a former Board Member/Independent Director for Advantage Sales and Marketing and PRE-Brands. Mr. Corley received a B.A. in Business Administration and Management from the University of St. Thomas in Minnesota.
Thomas F. Corley			Mr. Corley’s qualifications to serve on our Board include his 35 years of industry experience, senior leadership roles at Kraft Foods Group, global and data services experience at Catalina and senior relationships across the CPG/Retail industry.


Victoria L. Dolan			Victoria L. Dolan, 65, has been a member of our Board since October 2024. Ms. Dolan previously served as Chief Financial Officer of Revlon, Inc. from March 2018 to September 2022. From 2016 to 2018, Ms. Dolan served as Chief Transformation Officer of Colgate-Palmolive Company, for which she also served as Corporate Controller and Principal Accounting Officer from 2011 to 2017, and as Vice President, Finance and Strategic Planning, European and South Pacific Division from 2008 to 2011. Prior to joining Colgate, Ms. Dolan held multiple management positions with Marriott International, Inc., most recently as Executive Vice President and Chief Financial Officer of Marriott Vacation Club International, and The Coca-Cola Company. Ms. Dolan also serves on the board of directors of Instacart (CART) and Ideal Industries, Inc., and she previously served on the board of Stericycle from 2023-2024. Ms. Dolan holds a B.A. in Economics from the University of California, Los Angeles and an M.B.A. from the Anderson School of Management at the University of California, Los Angeles.
Victoria L. Dolan			Ms. Dolan's qualifications to serve on our Board include her experience as a chief financial officer of a large multinational company, experience with consumer product companies, and detailed knowledge regarding complex financial reporting matters.

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Michael S. Gliedman			Michael S. Gliedman, 61, has served as our Chief Technology Officer since March 2020. In this capacity, Mr. Gliedman oversees all aspects of technology for the Company. He has been a member of our Board since June 2019. Mr. Gliedman is also Managing Director of Blue Strat Advisors, a technology strategy and digital transformation consulting firm that he founded in November 2017. Previously, Mr. Gliedman was Senior Vice President and Chief Information Officer for the National Basketball Association from July 1999 to July 2017, where he was responsible for identifying and applying technologies to enhance the fan experience, technology strategy formulation, systems design and implementation and cybersecurity for the league. Prior to joining the NBA, Mr. Gliedman served as Senior Vice President, Application Development at Viacom from May 1997 to June 1999. Prior to joining Viacom, he was a Principal in the Media & Entertainment practice at Booz Allen & Hamilton, from October 1991 to May 1997. Mr. Gliedman received an M.B.A. with a concentration in Marketing from Columbia Business School and a B.A. in Computer Science from Brandeis University.
Michael S. Gliedman			Mr. Gliedman’s qualifications to serve on our Board include: his extensive experience driving business focused technology initiatives developed through years as a management consultant and as an operator at both Viacom and the NBA; his substantial expertise in digital marketing and social media; and his 18 years of corporate leadership experience as a senior executive at the NBA.


Michael A. Jones			Michael A. Jones, 62, has been a member of our Board since June 2019, and served as a member of One Madison Corporation from July 2017 until the consummation of the Business Combination. He also served as our Vice Chairman and Managing Director, North America from September 2019 until he stepped down from these roles in November 2022. In December of 2022, Mr. Jones became President & CEO of Positec North America, while continuing to serve on our Board. Mr. Jones previously served as Chief Customer Officer of Lowe’s Companies, Inc. from May 2014 through October 2016. In this role, Mr. Jones was responsible for store environment, merchandising, customer experience, marketing, strategy and research for Lowe’s U.S. stores operations. Prior to this role, Mr. Jones served as the Chief Merchandising Officer of Lowe’s Companies Inc. since January 2013. In this capacity, Mr. Jones was responsible for both domestic and global sourcing for the merchandising offering for Lowe’s U.S. stores, and U.S. pricing operations. Mr. Jones served as Head of Business Unit Americas and Executive Vice President at Husqvarna AB from June 2011 to January 2013. In this role, Mr. Jones led sales, service and manufacturing operations for Husqvarna’s North and Latin American businesses. Prior to this role, Mr. Jones served as Head of Sales and Service for North and Latin America at Husqvarna AB since October 2009. Mr. Jones served as the General Manager of Cooking Products within the appliances division of General Electric (“GE”) from June 2007 to October 2009, and from 1994 to 2007, held various leadership positions with GE in Sales, Service, Product Management and international business. He began his career at GE in appliance builder sales and held roles with increasing responsibility during his time at GE, including Chief Commercial Officer in Europe, Middle East and Africa and for GE Consumer and Industrial. He is currently on the Board of Johnson C. Smith University, and Children’s National in Washington, DC. Mr. Jones received a B.S. in Business Administration from California Coast University in Santa Ana, California.
Michael A. Jones			Mr. Jones’s qualifications to serve on our Board include: his strong business and financial acumen, including the ability to read operational financials and balance sheets; his sell-side and buy-side analyst experience including presentations to analyst and investors and business positioning; his substantial experience in strategy development and extensive leadership positions in various companies.

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Robert C. King			Robert C. King, 66, has been a member of our Board since June 2019, and served as a member of One Madison Corporation from July 2017 until the consummation of the Business Combination. Mr. King served as the Chief Executive Officer of CytoSport, Inc. from June 2013 to August 2014. Prior to joining CytoSport, Mr. King served as an Advisor to TSG Consumer Partners from March 2011 to July 2013. Mr. King spent 21 years in the North America Pepsi system from 1989 to 2010. Before joining the North America Pepsi system, Mr. King worked in various sales and marketing positions with E&J Gallo Winery from 1984 to 1989 and with Procter & Gamble from 1980 to 1984. Previously, Mr. King served as an Executive Vice President and President of North America at Pepsi Bottling Group Inc. from November 2008 to 2010, with responsibility for all PBG business in the United States, Canada and Mexico. He served as the President of PBG’s North American business at Bottling Group from December 2006 to November 2008. Mr. King served as the President of North American Field Operations at Pepsi Bottling Group Inc. from October 2005 to December 2006. He served as Senior Vice President and General Manager of Pepsi Bottling Group’s Mid-Atlantic Business Unit from 2002 to 2005. Mr. King has served as a director and advisor to CytoSport, Island Oasis Frozen Cocktail Co., Inc. and Neurobrands, LLC, a producer of premium functional beverages, and Exal Corporation. Mr. King has been an Executive Advisory Partner at Wind Point Partners and Chairman of Gehl Foods, a WPP portfolio company since May 2015. Mr. King served as a Director of Freshpet Inc. and, currently, he serves as Chairman of Arctic Glacier, a Carlyle LLC portfolio company, since August 2017, and as Chairman of ProDriven Global Brands, a Triton Partner portfolio company, since June 2020. Mr. King received a B.A. in English from Fairfield University.
Robert C. King			Mr. King’s qualifications to serve on our Board include: his corporate leadership and public company experience; and his more than 44 years of substantial expertise in managing businesses and operations in the consumer packaged goods industry, including his 21 years in the North America Pepsi system.


Alicia Tranen			Alicia Tranen, 52, has been a member of our Board since June 2019. Ms. Tranen is currently the Founder, General Partner and Portfolio Manager of Boulevard Capital Management, which she founded in June 2008. Boulevard Capital Management is an investment fund that primarily invests in public companies. Ms. Tranen is also a Senior Advisor to 3L Capital Management, a growth equity firm based in New York City and Los Angeles. Previously, she served as a Senior Analyst at Cantillon Capital, an $11 billion long-short equity hedge fund, from inception in February 2003 to March 2008. At Cantillon, Ms. Tranen was a senior member of the investment team. Prior to that, she was a Principal at RRE Ventures, a venture capital firm with $500 million in assets, from September 1999 to March 2002. While at RRE Ventures, Ms. Tranen served on the boards of directors, or as an observer to the board, of 10 RRE Ventures portfolio companies. From September 1994 to August 1997, Ms. Tranen was a Research Associate at Fidelity Management & Research Co, where she was responsible for research, analysis and coverage of over 100 public companies. Ms. Tranen received an M.B.A. from Harvard Business School and a B.A. in Economics from Tufts University.
Alicia Tranen			Ms. Tranen’s qualifications to serve on our Board include: her strong business and financial acumen, including the knowledge of operational financials and balance sheets; her extensive experience as an investor in public companies of all sizes across multiple industries; her background evaluating the financial performance of late stage private companies and public companies; and her experience as a director and/or a significant stockholder in numerous companies.

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Proposal No. 2

Ratification of Selection of Independent Registered Public Accounting Firm

The Audit Committee of our Board has engaged KPMG LLP (“KPMG”), as our independent registered public accounting firm for the fiscal year ending December 31, 2025, and is seeking ratification of such selection by our stockholders at the Annual Meeting. A representative of KPMG is expected to be present at the Annual Meeting, and will have an opportunity to make a statement if they desire to do so, and will be available to respond to questions.

Neither our bylaws nor other governing documents or applicable law require stockholder ratification of the selection of KPMG as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of KPMG to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain KPMG. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and our stockholders.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table provides information regarding the fees incurred to KPMG during the fiscal year ended December 31, 2024 and 2023. The Audit Committee approved all of the fees described below.


	FISCAL YEAR ENDED DECEMBER 31,
	2024	2023
Audit fees⁽¹⁾	$3,597,552	$3,945,986
Tax fees⁽²⁾	—	—
Audit-related fees⁽³⁾	19,440	—
All other fees	—	—
Total fees	$3,616,992	$3,945,986

(1)

Audit fees for the years ended 2024 and 2023 consist of fees billed for professional services rendered for the audit of our consolidated financial statements, review of the financial statements included in the Company’s Form 10-Q filings and services that are normally provided by KPMG in connection with regulatory filings, and for 2024, includes $1,140,054 in fees that relate to the year ended December 31, 2023. For 2023, audit fees include $1,453,038 in fees that relate to the year ended December 31, 2022.

(2)	Fees for professional services performed with respect to tax compliance, tax advice and tax planning.

(3)	Fees for assurance and related services that are reasonably related to the performance of the audit or review of our year-end consolidated financial statements and internal controls. Fees for comfort processes in coordination with Company’s registration statements filings.

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Pre-Approval Policies and Procedures

The Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent auditors. In recognition of this responsibility, the audit committee shall review and, in its sole discretion, pre-approve all audit and permitted non-audit services to be provided by the independent auditors as provided under the Audit Committee charter. The Audit Committee may delegate its authority to pre-approve services to the Chair of the Committee, provided that such designees present any such approvals to the full Audit Committee at the next Audit Committee meeting.


	The Board unanimously recommends a vote FOR ratification of our independent registered public accounting firm.

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Report of the Audit Committee of the Board of Directors

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of Ranpak under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

The primary purpose of the Audit Committee is to oversee our financial reporting processes on behalf of our Board. The Audit Committee’s functions are more fully described in its charter. Management has the primary responsibility for our financial statements and reporting processes, including our systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management Ranpak’s audited financial statements as of and for fiscal year 2024.

The Audit Committee has discussed with KPMG, the Company’s independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. In addition, the Audit Committee has received from KPMG the written disclosures and the letter required by the applicable requirements of the PCAOB regarding KPMG’s communications with the Audit Committee concerning independence, and has discussed with KPMG their independence. Finally, the Audit Committee discussed with KPMG, with and without management present, the scope and results of KPMG’s audit of Ranpak’s audited financial statements as of and for fiscal year 2024.

Based on these reviews and discussions, the Audit Committee has recommended to our Board that such audited financial statements be included in our Annual Report on Form 10-K for fiscal year 2024 for filing with the SEC. The Audit Committee also has engaged KPMG as our independent registered public accounting firm for fiscal year 2025 and is seeking ratification of such selection by the stockholders.

Audit Committee

Victoria Dolan, Chair

Robert C. King

Alicia Tranen

Kurt Zumwalt

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Proposal No. 3

Non-Binding Advisory Resolution to Approve the Compensation of the Named Executive Officers

We are asking our stockholders to vote to approve, on a non-binding advisory basis, the compensation of our named executive officers for 2024 as described in this Proxy Statement, in accordance with the requirements of Section 14A of the Exchange Act. As described in detail under the heading “Compensation Discussion and Analysis,” our executive compensation program is designed to drive and reward performance and align the compensation of our named executive officers with the long-term interests of our stockholders. Please read the “Compensation Discussion and Analysis” and the compensation tables and narrative disclosure that follow for additional details about our executive compensation program, including information about the 2024 compensation of our named executive officers.

This proposal, commonly known as a “say on pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation as a whole. This vote is not intended to address any specific element of compensation but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. Our Board and our Compensation Committee believe that these policies and practices are effective in implementing our compensation philosophy and in achieving our compensation program objectives.

Accordingly, we are asking our stockholders to vote “For” the following resolution:

RESOLVED, that the stockholders hereby approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers, as described in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders, pursuant to the compensation disclosure rules of the SEC, including in the Compensation Discussion and Analysis, the compensation tables and the narrative disclosure that accompanies the compensation tables.

Vote Required

The affirmative vote of a majority of votes cast will be required to approve this non-binding advisory proposal. Proposal No. 3 is a “non-routine” matter on which a broker, bank or other nominee is not entitled to vote shares held on behalf of a beneficial owner without receiving voting instructions from the beneficial owner. Consequently, if you hold your shares in street name (such as through a brokerage account) and you do not instruct your broker, bank or other nominee on how to vote on this Proposal No. 3, a “broker non-vote” will occur with respect to Proposal No. 3. Abstentions, if any, and broker non-votes with respect to Proposal No. 3 are not treated as votes cast and will not be counted in determining the outcome of Proposal No. 3.

While we intend to carefully consider the voting results of this proposal, this vote is advisory and therefore not binding on the Company, the Compensation Committee or the Board. The Board and the Compensation Committee value the opinions of our stockholders and, to the extent there is any significant vote against the named executive officer compensation as disclosed in this Proxy Statement, we will consider those stockholders’ concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.


	The Board unanimously recommends a vote FOR the approval of the named executive officer compensation, described in this proxy statement.

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Proposal No. 4

Approval of the Issuance of Certain Shares of our Class A Common Stock upon the Exercise of a Warrant Issued to Amazon.com NV Investment Holdings LLC

Background

On January 28, 2025, we entered into the Transaction Agreement (the “Transaction Agreement”) with Amazon.com, Inc. (“Amazon”), under which, among other things, we agreed to issue to Amazon.com NV Investment Holdings LLC, a wholly owned subsidiary of Amazon (the “Warrantholder”) a warrant (the “Warrant”) to purchase up to 18,716,456 shares of our Class A Common Stock (the “Warrant Shares”), subject to adjustment and vesting in accordance with the terms and conditions set forth in the Warrant. The Transaction Agreement was entered into, and the Warrant was issued in connection with, the entry into certain commercial arrangements between us and Amazon and certain of its affiliates.

The Warrant Shares may vest over time based on payments to us by Amazon (whether made directly from Amazon or its affiliates or by a third party on behalf of Amazon) under existing and future commercial arrangements of up to a total of $400 million (the “Qualified Payments”). Upon the issuance of the Warrant, 1,871,646 Warrant Shares vested. Subject to vesting and certain conditions set forth in the Warrant, the Warrant Shares may be exercised, in whole or in part and for cash or on a net exercise basis, at any time before 5:00 p.m., Seattle time, on January 28, 2033 at an exercise price of $6.8308 per share. The exercise price and the number of Warrant Shares issuable upon exercise of the Warrant are subject to customary antidilution adjustments.

The Warrant also limits the Warrantholder’s beneficial ownership to 4.999% of our outstanding shares unless the Warrantholder amends or waives this limit by written notice to us, which will not be effective until the 61st day after such notice or sooner notice in connection with certain acquisition transactions.

The Transaction Agreement sets forth certain provisions relating to the Warrantholder’s interest in us, including, among other things, customary registration rights relating to the Warrant Shares, restrictions on transferring the Warrant, certain standstill provisions, and rights of notice of certain acquisition transactions, and includes customary representations, warranties and covenants of each party.

Stockholder Approval Requirement

Under the terms of the Transaction Agreement, we are required to use our commercially reasonable efforts to obtain the approval of our stockholders (the “Stockholder Approval”) with respect to any Warrant Shares in excess of 16,645,146 shares (the “Excess Warrant Shares”), as may be required pursuant to NYSE Listing Rule 312.03(c). Until the Stockholder Approval is obtained, if an adjustment or other change to the number of Warrant Shares issuable upon exercise of the Warrant would result in the issuance of Excess Warrant Shares, NYSE Listing Rule 312.03(c) may restrict the issuance of the Excess Warrant Shares, in the event of an exercise of the Warrant. In connection with obtaining the Stockholder Approval and under the Transaction Agreement, we agreed to file a proxy statement to obtain the Stockholder Approval. If the Stockholder Approval is not obtained at the time we seek such approval, we are required, at Amazon’s request, to seek to obtain Stockholder Approval no less frequently than every four months for up to three special meetings of stockholders or, if such approval has not yet been received, at our next annual meeting of stockholders, and every annual meeting of our stockholders thereafter until either the Stockholder Approval is obtained or the term of the Warrant expires.

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Support Agreement

In connection with the requirement for Stockholder Approval and under the terms of the Transaction Agreement, we have entered into a Support Agreement (the “Support Agreement”) by and among us, Amazon, and JS Capital LLC (“JS Capital”), under which JS Capital has irrevocably agreed, among other things, to vote the shares of our common stock beneficially owned by JS Capital and for which it has or shares voting power in favor of the Stockholder Approval. JS Capital’s agreements under the Support Agreement will continue until either the Stockholder Approval is obtained or the term of the Amazon Warrant expires. As of March 28, 2025 the record date for the Annual Meeting, an aggregate of 30,530,897 shares of our common stock, representing 36.3% of the outstanding shares of our common stock as of such date, were owned or controlled by JS Capital and are subject to the Support Agreement.

Reasons for Requesting Stockholder Approval

Our Class A Common Stock is listed on NYSE, and as a result, we are subject to NYSE Listing Rule 312.03(c). NYSE Listing Rule 312.03(c) requires stockholder approval if the voting power or number of shares of listed common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the voting power or number of shares of listed common stock outstanding before the issuance of the listed common stock or of securities convertible into or exercisable for listed common stock. If the Warrant vests in full and Warrantholder exercises the Warrant to purchase all of the Warrant Shares initially subject to the Warrant, Amazon would become a holder of approximately 22.5% of the voting power and shares of our Class A Common Stock issued and outstanding at the time of the execution of the Transaction Agreement and the Warrant. As of immediately after the execution of the Transaction Agreement, including the issuance of Warrant Shares in full, the number of Warrant Shares equals 16.67% of the outstanding shares of common stock on a fully diluted basis, assuming the issuance of all shares reserved for issuance under the Company’s incentive compensation plans.

Accordingly, we are seeking stockholder approval pursuant to NYSE Listing Rule 312.03(c) to permit the issuance of the Excess Warrant Shares, which represent the shares in excess of the highest number of shares of Class A Common Stock that can be issued pursuant to the Warrant without potentially requiring the approval of our stockholders pursuant to NYSE Listing Rule 312.03(c).

SEC Form DEF 14A filed by Ranpak Holdings Corp