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Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of April 23, 2026, the registrant had 85,544,875 of its Class A common shares, $0.0001 par value per share, outstanding.

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			Three Months Ended March 31,
			2026						2025
Cash Flows from Operating Activities
Net loss			$	(10.2)					$	(10.9)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization			16.8						15.1
Amortization of deferred financing costs			0.3						0.3
Deferred income taxes			(1.5)						(1.1)
Foreign currency loss (gain)			1.3						(2.6)
Stock-based compensation expense			1.3						2.1
Provision for common stock warrants			1.7						0.8
Amortization of cloud-based software implementation costs			1.1						0.9
Changes in operating assets and liabilities:
Accounts receivable			3.6						2.3
Inventories			(3.4)						(13.3)
Income tax receivable			(2.2)						(1.1)
Prepaid expenses and other current assets			(3.5)						(2.4)
Accounts payable			(1.1)						8.9
Accrued liabilities and other			1.3						1.6
Change in other assets and liabilities			(1.1)						(1.9)
Net cash provided by (used in) operating activities			4.4						(1.3)
Cash Flows from Investing Activities
Purchases of converter equipment			(7.4)						(7.3)
Purchases of other property, plant, and equipment			(0.9)						(0.2)
Cash paid for strategic investments			(10.0)						—
Net cash used in investing activities			(18.3)						(7.5)
Cash Flows from Financing Activities
Principal payments on term loans			(1.0)						(1.0)
Proceeds from hedging instruments			0.1						—
Proceeds from financing arrangements			2.7						—
Payments on financing arrangements			(0.5)						(0.1)
Payments on finance lease liabilities			(0.4)						(0.5)
Tax payments for withholdings on stock-based awards distributed			(0.7)						(1.2)
Net cash provided by (used in) financing activities			0.2						(2.8)
Effect of Exchange Rate Changes on Cash and Cash Equivalents			(0.8)						1.0
Net Decrease in Cash and Cash Equivalents			(14.5)						(10.6)
Cash and Cash Equivalents, beginning of period			63.0						76.1
Cash and Cash Equivalents, end of period			$	48.5					$	65.5

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Note 1 — Nature of Operations

We are a leading provider of environmentally sustainable, systems-based, product protection and end-of-line automation solutions for e-commerce and industrial supply chains. We provide our protective packaging solutions (“PPS”) systems and paper consumables to distributors and certain select end-users. We operate manufacturing facilities in the United States, Europe, and Asia. For our Automation product lines, we currently have dedicated facilities in Shelton, Connecticut and the Netherlands.

Note 2 — Basis of Presentation and Summary of Significant Accounting Policies

Unaudited Interim Financial Statements — These interim unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and accompanying notes for each of the three years ended December 31, 2025, 2024, and 2023, which are included in our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 10-K”). The three months ended March 31, 2026 and 2025 may be further referred to herein as the “first quarter” of 2026 and 2025, respectively.

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with instructions to Form 10-Q and Rule 10-01 of the Securities and Exchange Commission (“SEC”) Regulation S-X as they apply to interim financial information. Accordingly, the unaudited interim condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements, although we believe that the disclosures made are adequate to make the information not misleading.

The interim condensed consolidated financial statements are unaudited but, in our opinion, include all adjustments that are necessary for a fair statement of operations and financial position for the periods presented. The interim financial results are not necessarily indicative of results that may be expected for any other interim period or the fiscal year. Certain prior period amounts in the unaudited condensed consolidated financial statements and accompanying notes have been reclassified to conform with current period presentation.

Principles of Consolidation — The unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries prepared in conformity with GAAP. All intercompany balances and transactions have been eliminated in consolidation. Throughout this report, when we refer to “Ranpak,” the “Company,” “we,” “our,” or “us,” we are referring to Ranpak Holdings Corp. and all of our subsidiaries, except where the context indicates otherwise. Ranpak Holdings Corp. and Ranger Intermediate LLC do not have any material assets, liabilities, revenues or operations of any kind other than the equity interests in Ranpak Corp. and Ranpak B.V.

Use of Estimates — The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and such differences could be material.

Foreign Currency — The Company is subject to currency translation exposure because the operations of its subsidiaries are measured in their functional currency, which is the currency of the primary economic environment in which the subsidiary operates. Any currency balances that are denominated in currencies other than the functional currency of the subsidiary are re-measured into the functional currency, with the resulting gain or loss recorded in foreign currency (gains) losses in our Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. In turn, subsidiary income statement balances that are denominated in currencies other than U.S. dollars (“USD”) are translated into USD, our reporting currency, in consolidation using the average exchange rate in effect during each fiscal month during the period, with any related gain or loss recorded as foreign currency translation adjustments in other comprehensive income (loss). The assets and liabilities of subsidiaries that use functional currencies other than the USD are translated into USD in consolidation using period-end exchange rates, with the effects of foreign currency translation adjustments included in accumulated other comprehensive income (loss).

Recently Adopted Accounting Standards — In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments - Credit Losses (“ASU 2025-05”), which introduces a practical expedient for all entities and an accounting policy election for entities other than public business entities related to applying Subtopic 326-20, Financial Instruments - Credit Losses, to current accounts receivable and contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers. ASU 2025-05 was effective for us for reporting periods beginning after December 15, 2025, with early adoption permitted. The standard introduces a practical expedient that permits an entity to assume current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets. This practical expedient is available to all entities.

We have elected to take the practical expedient, and the impact on the consolidated financial statements is insignificant.

Recently Issued Accounting Standards — In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (“ASU 2024-03”), which requires additional disclosures of specific expense categories in the notes of the financial statements on an annual and interim basis. ASU 2024-03 will become effective for us for annual periods beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027 on a retrospective or prospective basis. We are in the process of evaluating the impact of future adoption of this standard on our consolidated financial statements.

In May 2025, the FASB issued ASU 2025-04, Compensation - Stock Compensation and Revenue from Contracts with Customers (“ASU 2025-04”), which clarifies the guidance for accounting for share-based payments to customers, including the treatment of vesting conditions tied to customer purchases and the requirement to estimate forfeitures. ASU 2025-04 will become effective for us for annual periods beginning after December 15, 2026, with early adoption permitted. We have evaluated the new guidance and determined that our current accounting policies for share-based payments to customers are consistent with the clarifications provided. As such, we anticipate that the adoption of ASU 2025‑04 will not have an impact on our consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) (“ASU 2025-06”), which modernizes the accounting for software costs that are accounted for under Subtopic 350-40, Intangibles - Goodwill and Other - Internal-Use Software. ASU 2025-06 will become effective for us for reporting periods beginning after December 15, 2027, with early adoption permitted. We are in the process of evaluating the impact of future adoption of this standard on our consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) - Narrow-Scope Improvements (“ASU 2025-11”), which clarifies the scope and applicability of interim reporting requirements, provides a comprehensive list of required interim disclosures, and introduces a disclosure principle for material events occurring after the end of the last annual reporting period. ASU 2025-11 will become effective for us for interim reporting periods beginning after December 15, 2027, with early adoption permitted. We do not expect the adoption to have a material impact on our consolidated financial statements.

Note 3 — Supplemental Balance Sheet Data and Cash Flow Information

Cash and cash equivalents — Cash and cash equivalents include securities with original maturities of three months or less and cash in banks, and our investment in a money market fund, which is classified as a cash equivalent because of its short-term, highly liquid nature that is readily convertible to cash. The balance in our money market account was approximately $15.6 million and $19.6 million at March 31, 2026 and December 31, 2025, respectively. The fair value of our investment in a money market fund is considered Level 1 in the fair value hierarchy because they are securities traded in active markets.

Accounts Receivable, net — The components of accounts receivable, net were as follows:

At March 31, 2026 and December 31, 2025, we had one customer with an accounts receivable balance that represented 24.3% and 33.2% of our accounts receivable balance, respectively.

Inventories — The components of inventories were as follows:

Property, Plant, and Equipment, net — The following table details our property, plant, and equipment, net:

Depreciation expense recorded in cost of sales, which includes the cost of product sales and cost of leased machines, and depreciation and amortization expense in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss was as follows:

Accrued Liabilities and Other – The components of accrued liabilities and other were as follows:

Supplemental Cash Flow Information and Non-Cash Investing Activities — Supplemental cash flow information is as follows:

Note 4 — Segment Information

Our business is organized on a geographic basis. We have identified two operating segments, North America and Europe/Asia, based on geographical region. North America and Europe/Asia are also our reportable segments. The combination of these segments represent our total consolidated operations. Our measure of segment profit or loss is earnings before interest, taxes, depreciation and amortization, or “EBITDA.”

The following tables present segment operating results by reportable segment for the three months ended March 31, 2026 and 2025:

The following table presents our long-lived assets by segment:

The following table presents our capital expenditures by segment:

Note 5 — Contracts with Customers

During the three months ended March 31, 2026 and 2025, one customer comprised 10.4% and 10.5%, respectively, of our total net revenue. We have forms of variable consideration present in our contracts with customers, including rebates on volume and other discounts. Charges for rebates and other allowances were approximately 11% of net revenue in each of the three months ended March 31, 2026 and 2025.

Warrant Agreements with Customers — On January 28, 2025 and August 22, 2025, the Company entered into separate equity agreements with two of our customers for the grant of non-voting common stock warrants that vest based on aggregate payments received on the sale of certain goods and services.

The grant date fair value of the warrants is accounted for as consideration paid to the customers, which is recorded as a reduction of revenue ratably over the term of the agreements based on sales to the customers. The Company recorded assets of $6.0 million on January 28, 2025 and $5.7 million on August 22, 2025 related to warrants that immediately vested under the agreements. The warrant-related assets are recognized as a reduction of revenue over the term of the related contract. As of March 31, 2026 and December 31, 2025, $1.0 million and $0.9 million, respectively, was included in Prepaid expenses and other current assets and $10.1 million and $10.4 million, respectively, was included in Other assets on the Unaudited Condensed Consolidated Balance Sheets related to these warrants. The Company recognized a reduction to revenue of $0.2 million and $0.1 million from the warrant asset balances during the three months ended March 31, 2026 and 2025, respectively, under these agreements. See additional discussion in Note 17.

Automation Product Sales Deferred revenue and Contract balances — Deferred revenue primarily represents contractual amounts received from customers that exceed revenue recognized for automation product sales. Our enforceable contractual obligations related to automation product sales have durations of less than one year and are included in current liabilities on the Unaudited Condensed Consolidated Balance Sheets, as it is expected to be recognized within twelve months. The following table presents our contract assets and contract liabilities related to automation product sales:

Note 6 — Goodwill and Intangible Assets, net

The following table shows our goodwill balances by reportable segment:

The following tables summarize our identifiable intangible assets, net with definite and indefinite useful lives:

The following table shows the remaining estimated amortization expense for our definite-lived intangible assets at March 31, 2026:

Amortization expense was $7.2 million and $7.3 million in the first quarter of 2026 and 2025, respectively.

Note 7 — Long-Term Debt

On December 19, 2024, the Company entered into a First Lien Credit Agreement (the “2024 Credit Agreement”), which consists of senior secured credit facilities of a $410.0 million USD-denominated first lien term facility (the “Term Facility”) and a $50.0 million revolving facility available in USD and Euros (the “Revolving Facility” and together with the Term Facility, the “Facilities”). The Term Facility matures in December 2031 and the Revolving Facility matures in December 2029. Borrowings under the Facilities, at our option, bear interest at either (1) the secured overnight financing rate (“SOFR”) plus 4.50% or (2) the base rate plus 3.50%, in each case assuming a First Lien Leverage Ratio, as defined in the 2024 Credit Agreement, of greater than 3.60:1.00, and subject to a leverage-based step-down to 4.25% for SOFR borrowings and 3.25% for base rate borrowings, respectively. The interest rate for the Term Facility as of March 31, 2026 and December 31, 2025 was 8.17%, and 8.42%, respectively, and the effective interest rate was 9.30%.

As of March 31, 2026, no amounts were outstanding under the Revolving Facility. The Revolving Facility includes borrowing capacity available for standby letters of credit of up to $50.0 million. Any issuance of letters of credit will reduce the amount available under the Revolving Facility. As of March 31, 2026, we had $5.8 million committed to outstanding letters of credit, leaving net availability under the Revolving Facility at $44.2 million.

The Facilities provide the Company with the option to increase commitments under the Facilities in an aggregate amount not to exceed the greater of $85.0 million and 100% of Consolidated Adjusted EBITDA (as defined in the 2024 Credit Agreement), plus certain voluntary prepayments (and in the case of the Revolving Facility, to the extent such voluntary prepayments are accompanied by permanent commitment reductions under the Revolving Facility), plus unlimited amounts subject to the relevant net leverage ratio tests and certain other conditions.

The obligations of (i) Ranpak Corp. (the “U.S. Borrower”) under the Facilities and certain of its obligations under hedging arrangements and cash management arrangements are guaranteed by Ranger Pledgor LLC (“Holdings”), a wholly owned subsidiary of Ranpak Holdings Corp., and each existing and subsequently acquired or organized direct or indirect wholly-owned U.S.-organized restricted subsidiary of the U.S. Borrower (together with Holdings, the “ U.S. Guarantors”) and (ii) Ranpak B.V. (the “Dutch Borrower”) under the Facilities are unconditionally guaranteed by the U.S. Borrower, the U.S. Guarantors and each existing and subsequently acquired or organized direct or indirect wholly-owned Dutch-organized restricted subsidiary of the U.S. Borrower (the “Dutch Guarantors”, and together with the U.S. Guarantors, the “Guarantors” or the “Borrowers”), in each case, other than certain excluded subsidiaries.

The Facilities are secured by (i) a first priority pledge of the equity interests of the Borrowers and of each direct, wholly-owned restricted subsidiary of any Borrower or any Guarantor and (ii) a first priority security interest in substantially all of the assets of the Borrowers and the Guarantors (in each case, subject to customary exceptions), provided that obligations of the U.S. Borrower and U.S. Guarantors under the Facilities were not secured by assets of the Dutch Borrower or any Dutch Guarantor.

The Revolving Facility requires the Borrowers to maintain a maximum First Lien Leverage Ratio (as defined in the 2024 Credit Agreement) no greater than 7.65:1.00. This “springing” financial covenant will be tested on the last day of each fiscal quarter, but only if on such date the sum of (i) the principal amount of outstanding revolving loans under the Revolving Facility and (ii) unreimbursed drawings on letters of credit under the Revolving Facility, net of certain unrestricted cash amounts, exceeds 40% of the total revolving commitments under the Revolving Facility.

The 2024 Credit Agreement also contains a number of customary negative covenants. Such covenants, among other things, limit or restrict the ability of the Borrowers, their restricted subsidiaries, and where applicable, Holdings, to: (i) incur additional indebtedness, issued disqualified stock and make guarantees; (ii) incur liens on assets; (iii) engage in mergers or consolidations or fundamental changes or asset sales; (v) pay dividends and distributions or repurchase capital stock; (vii) make investments, loans and advances, including acquisitions; (viii) amend or otherwise alter organizational documents and other material agreements; (ix) enter into certain agreements that would restrict the ability to incur liens on assets or restrict our ability to pay dividends, make loans or transfer assets among the Company’s subsidiaries; (x) prepay, redeem or purchase certain junior indebtedness; and (xi) enter into sale-leaseback transactions. The aforementioned restrictions are subject to certain exceptions, including customary exceptions that grant the Borrower continued flexibility to operate and develop its businesses. The 2024 Credit Agreement also contains certain customary representations and warranties, events of default and affirmative covenants, including covenants governing transactions with affiliates and permitted activities of the direct parent holding company of the U.S. Borrower other than passively holding the equity interest in the U.S. Borrower, as well as certain financial tests and ratios. We were in compliance with all financial covenants as of March 31, 2026.

Long-term debt consisted of the following:

Deferred financing costs represent costs incurred in connection with the issuance or amendment of our debt agreements, and are amortized over the terms of the related debt and recognized as a component of interest expense in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Deferred financing costs related to our term loans and our revolving facilities are included in Long-term debt and Other assets on the Unaudited Condensed Consolidated Balance Sheets, respectively.

Note 8 — Derivative Instruments

We use derivatives as part of the normal business operations to manage our exposure to fluctuations in foreign currency rates on USD-denominated debt held by subsidiaries with a functional currency other than USD and fluctuations in foreign currency translation associated with our global business presence.

To protect the value of our investments in our foreign operations against adverse changes in foreign currency exchange rates, we enter into fixed-for-fixed cross-currency swap contracts between the Euro and USD designated as hedges and accounted for as net investment hedges. In May 2025, we entered into a fixed-for-fixed cross-currency swap (the “May 2025 Swap”) which converts notional amounts of $80.0 million at 5.84% for €80.0 million at 4.12%.

In January 2025, we entered into a variable-for-variable cross-currency swap contract between the Euro and USD to protect the value of our investments in our foreign operations against adverse changes in foreign currency exchange rates, which we designated as a hedge and accounted for as a net investment hedge (the “January 2025 Swap”).

The January 2025 swap, with notional amounts of approximately $80.0 million and €77.9 million, respectively, is settled monthly at floating rates based on SOFR plus 4.50% and Euro Interbank Offered Rate (“EURIBOR”) plus 4.69%, respectively, on the first of every month.

The component of the gains or losses on our net investment in these designated foreign operations driven by changes in foreign exchange rates are economically partly offset by movements in the fair value of our cross-currency swap contracts. The fair value of the swaps is calculated each period, with changes in fair value recorded in currency translation in other comprehensive income (loss) and accumulated other comprehensive income (loss). Components of the May 2025 Swap and the January 2025 Swap excluded from the assessment of effectiveness are amortized out of accumulated other comprehensive income (loss) and into interest (income) expense over the life of these swaps to maturity on September 1, 2027 and February 1, 2028, respectively.

In January 2025, we entered into a variable-to-variable cross-currency swap contract to reduce the effects of changes in foreign currency from Euro to USD on the portion of the term loan held by the Dutch Borrower. The cross-currency swap. with notional amounts of $50.0 million and €47.8 million, is settled monthly at floating rates based on SOFR plus 4.5% and EURIBOR plus 4.69%, respectively. We apply fair value hedge accounting and we consider market factors other than the change in the spot exchange rate on the notional amount of the swap to be excluded components.

The foreign currency gains or losses on the portion of the term loan held by the Dutch Borrower are driven by changes in foreign exchange rates and are economically partly offset by movements in the fair value of our cross-currency swap contracts. Fair value of the swap is calculated each period, with the impact of changes in foreign currency spot rates on the cross-currency swap notional amount reported in foreign currency gains or losses each period, while all other changes are reported in other comprehensive income (loss). The components of the swap that are excluded from the assessment of effectiveness are amortized out of accumulated other comprehensive income (loss) and into interest expense over the life of the swap to maturity on February 1, 2028.

The following table summarizes the total fair values of derivative assets and liabilities (based on Level 2 inputs, as further discussed in Note 10 — Fair Value Measurement) and the respective classification in the Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025:

Income effects of our cross-currency swap designated as a fair value hedge were not significant for the three months ended March 31, 2026 and 2025. The following table presents the effect of our cross-currency swaps designated as net investment hedges on our Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss:

Note 9 — Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss is a separate line within the Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity that presents our other comprehensive income (loss) that has not been reported as part of net loss.

The components of accumulated other comprehensive income (loss) at March 31, 2026 and December 31, 2025 were as follows:

The following tables present the changes in accumulated other comprehensive income (loss) by component for the three months ended March 31, 2026 and 2025:

Note 10 — Fair Value Measurement

The carrying values of our assets and liabilities, other than term debt and derivative instruments, approximate their fair values due to the short-term nature of these instruments as of March 31, 2026 and December 31, 2025.

We estimate the fair value of our Term Facility using Level 2 inputs.

Our derivative instruments, which at March 31, 2026 and December 31, 2025 were comprised of cross-currency swaps, are valued utilizing foreign currency forward curves and SOFR forward curves, as applicable, which are considered Level 2 inputs.

We estimate the fair value of our strategic investments in unconsolidated affiliates when there is an observable price change. The estimated fair value of our strategic investments were calculated using valuation techniques that included both observable (Level 2) and unobservable (Level 3) inputs.

The following table provides the carrying amounts and estimated fair value measurements of our financial instruments as of March 31, 2026 and December 31, 2025:

Note 11 — Income Taxes

For each interim reporting period, we make an estimate of the effective tax rate we expect to be applicable for the full year for our operations. This estimated effective tax rate is used in providing for income taxes on a year-to-date basis. Our effective tax rate was as follows:

The fluctuation in the effective tax rate for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 was primarily attributable to taxes related to foreign activities and the impact from stock-based compensation for the same period in 2025. The effective tax rate is higher than the U.S. federal statutory rate due primarily to state income taxes.

We have operating and finance leases for automobiles, machinery, equipment, warehouses, and office buildings. Our leases have remaining terms ranging from less than one year to twelve years, some of which include options to extend the leases from one to five years, and some of which include options to terminate the leases within one year.

Supplemental balance sheet information related to leases is as follows:

The components of lease costs included in our Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss were as follows:

Maturities of lease liabilities as of March 31, 2026 are as follows:

Additional information related to leases is presented as follows:

Supplemental cash flow information related to leases is presented as follows:

Note 13 — Commitments and Contingencies

On an ongoing basis, we assess the potential liabilities related to any lawsuits or claims brought against us. While it is typically difficult to determine the timing and ultimate outcome of these actions, we use our best judgment to determine if it is probable that we will incur an expense related to the settlement or final adjudication of these matters and whether a reasonable estimation of the probable loss, if any, can be made. In assessing probable losses, we make estimates of the amount of insurance recoveries, if any. We accrue a liability when we believe a loss is probable and the amount of loss can be reasonably estimated. Due to the inherent uncertainties related to the eventual outcome of litigation and potential insurance recovery, it is possible that disputed matters may be resolved for amounts materially different from any provisions or disclosures that we have previously made. We expense legal costs as incurred.

We are subject to legal proceedings and claims that arise in the ordinary course of our business. Management evaluates each claim and provides for potential loss when the claim is probable to be paid and reasonably estimable. While adverse decisions in certain of these litigation matters, claims and administrative proceedings could have a material effect on a particular period’s results of operations, subject to the uncertainties inherent in estimating future costs for contingent liabilities, management believes that any future accruals with respect to these currently known contingencies would not have a material effect on the financial condition, liquidity or cash flows of the Company. There are no amounts required to be reflected in these unaudited interim condensed consolidated financial statements related to contingencies for the three months ended March 31, 2026.

Our operations are subject to extensive and changing U.S. federal, state and local laws and regulations, as well as the laws of other countries that establish health and environmental quality standards. These standards, among others, relate to air and water pollutants and the management and disposal of hazardous substances and wastes. We are exposed to potential liability for personal injury or property damage caused by any release, spill, exposure or other accident involving such pollutants, substances or wastes. There are no amounts required to be reflected in these unaudited interim consolidated financial statements related to environmental contingencies.

Management believes the Company is in compliance, in all material respects, with environmental laws and regulations and maintains insurance coverage to mitigate exposure to environmental liabilities. Management does not believe any environmental matters will have a material adverse effect on the Company’s future consolidated results of operations, financial position or cash flows.

Note 14 — Stock-Based Compensation

We record stock-based compensation at fair value on the date of grant and record the expense for these awards in Selling, general and administrative (“SG&A”) expenses in our Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss on a ratable basis over the requisite employee service period. Stock-based compensation expense includes actual forfeitures incurred. For performance-based restricted stock units (“PRSUs”), we reassess at each reporting date whether achievement of the performance condition is probable and accrue compensation expense if and when achievement of the performance condition is probable.

The table below summarizes stock-based compensation expense:

As of March 31, 2026, there were approximately 6.1 million shares remaining for issuance under the Ranpak Holdings Corp. 2019 Omnibus Incentive Plan (as amended, restated, supplemented or otherwise modified from time to time).

Activity related to our restricted stock units (“RSUs”) and PRSUs is as follows:

Basic loss per share (“EPS”) is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS is computed using the weighted average number of common shares and dilutive potential common shares outstanding. Dilutive potential shares represent outstanding warrants and unvested RSUs and PRSUs. If there is a net loss in any period, basic and diluted EPS are computed in the same manner.

The following table sets forth the computation of our loss per share:

Approximately 6.3 million and 3.1 million of potential shares issuable subject to warrants, RSUs, and PRSUs were not included in the computation of diluted shares outstanding for the three months ended March 31, 2026 and 2025, respectively, because the effect would be anti-dilutive or the awards are contingent on the achievement of performance milestones.

Note 16 — Transactions with Related Parties

In 2019, the Company entered into a shared services agreement (the “Shared Services Agreement”) with an entity controlled by our chief executive officer, One Madison Group LLC (the “Sponsor”), pursuant to which the Sponsor may provide, or cause to be provided, certain services to the Company. The Shared Services Agreement provides for a broad array of potential services, including administrative and “back office” or corporate-type services and requires the Company to indemnify the Sponsor in connection with the services provided by the Sponsor to the Company. Total fees under the agreement are not significant.

Note 17 — Shareholders’ Equity

On July 30, 2025, the Company’s board of directors authorized an extension of our general share repurchase program of the Company’s Class A common stock of up to $50.0 million, with a 36-month expiration. These Class A common stock repurchases may occur in transactions that may include, without limitation, tender offers, open market purchases, accelerated share repurchases, negotiated block purchases, and transactions effected through plans under Rule 10b5-1 of the Securities Exchange Act of 1934. The timing and actual amount of shares repurchased will depend on a variety of different factors and may be modified, suspended or terminated at any time at the discretion of the board of directors. There have been no repurchases executed to date.

The Company previously disclosed the terms of its warrant agreements with Amazon.com, Inc. (“Amazon”) and Walmart Inc. (“Walmart”) in its Annual Report on Form 10‑K for the year ended December 31, 2025. The Amazon warrants expire on January 28, 2033 and the Walmart warrants expire on August 22, 2035. There were no changes to the terms of the agreements during the three months ended March 31, 2026.

During the three months ended March 31, 2026, 336,898 additional shares vested under the Amazon warrant agreement. No additional shares were vested under the Walmart warrant agreement and no shares were exercised under either the Amazon or Walmart warrant agreements. As of March 31, 2026 and December 31, 2025, 3,219,238 and 2,882,340 shares were vested and outstanding, respectively, under the Amazon warrant agreement. As of both March 31, 2026 and December 31, 2025, 2,250,000 shares were vested and outstanding under the Walmart warrant agreement. We recognized $1.7 million and $0.8 million for provision for warrants as a reduction in net sales during the three months ended March 31, 2026 and 2025, respectively.

Note 18 — Strategic Investments

As part of our strategy, we continuously evaluate opportunities for strategic investments that align with our mission. We hold investments in Pickle Robot Co. (“Pickle”) and Creapaper GmbH (“Creapaper”). Pickle is a robotics-solutions company which has developed robots for sorting, loading and unloading packaged goods. Creapaper uses a patented process to produce grass fiber, a raw material required for producing their grasspaper packaging products. We account for our investment in Pickle under the ASC Topic 321, Investments - Equity Securities, measurement alternative for equity securities without readily determinable fair values, as there are no quoted market prices for this investment. The investment is measured at cost and adjusted to fair value when there is an observable price change, and is assessed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. We account for our investment in Creapaper under ASC Topic 323, Investments - Equity Method and Joint Ventures, using the equity method and adjust the carrying value of our investment by our proportionate ownership of Creapaper’s earnings or losses. Our strategic investments are included in Other assets on the Unaudited Condensed Consolidated Balance Sheets.

On February 5, 2026, we entered into a Simple Agreement for Future Equity (the “SAFE note”) with Pickle, in exchange for $10.0 million in cash. The SAFE note provides us the right to receive preferred shares of Pickle upon the occurrence of a qualifying equity financing event, subject to the terms of the SAFE note.

As of March 31, 2026, the carrying value of our investment in Pickle was $32.1 million, consisting of $22.1 million related to preferred shares, inclusive of cumulative net upward adjustments of $9.3 million, and $10.0 million related to the SAFE note. As of December 31, 2025, the carrying value of our investment in Pickle was $22.1 million.

As of March 31, 2026 and December 31, 2025, the carrying value of our investment in Creapaper was $4.7 million and $4.8 million, respectively.

All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q (“Quarterly Report”), including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Quarterly Report, words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions, as they relate to us or our management, identify forward-looking statements.

Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. No assurance can be given that results in any forward-looking statement will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially. The cautionary statements made in this Quarterly Report should be read as being applicable to all forward-looking statements whenever they appear in this Quarterly Report. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

The forward-looking statements contained in this Quarterly Report are based on our current expectations and beliefs concerning future developments and their potential effects on us taking into account information currently available to us. There can be no assurance that future developments affecting us will be those that we have anticipated. These risks include, but are not limited to:

•our inability to secure a sufficient supply of paper to meet our production requirements;

•the impact of rising prices on production inputs, including labor, energy, and freight on our results of operations;

•the impact of the price of kraft paper on our results of operations;

•our reliance on third party suppliers;

•geopolitical conflicts and other social and political unrest or potential tariffs on the import of goods;

•the high degree of competition and continued consolidation in the markets in which we operate;

•consumer sensitivity to increases in the prices of our products, changes in consumer preferences with respect to paper products generally, or customer inventory rebalancing;

•economic, competitive and market conditions generally, including macroeconomic uncertainty, the impact of inflation, and variability in energy, freight, labor and other input costs;

•the loss of certain customers;

•our failure to develop new products that meet our sales or margin expectations, or the failure of those products to achieve market acceptance;

•our ability to achieve our environmental, social and governance (“ESG”) goals, maintain the sustainable nature of our product portfolio and fulfill our obligations under new disclosure regimes relating to ESG matters and evolving ESG standards;

•our future operating results fluctuating, failing to match performance or to meet expectations;

•our ability to fulfill our public company obligations; and

•other risks and uncertainties indicated from time to time in filings made with the SEC.

There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified in the section titled, “Risk Factors” included elsewhere in this Quarterly Report. Except as required by law, we are not undertaking any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. You should not take any statement regarding past trends or activities as a representation that the trends or activities will continue in the future. Accordingly, you should not put undue reliance on these statements.

The following discussion and analysis is intended to help the reader understand our business, financial condition, results of operations, liquidity and capital resources. You should read this discussion in conjunction with the sections entitled “Risk Factors” and “Cautionary Notice Regarding Forward-Looking Statements”and our financial statements and related notes included in this Quarterly Report as well as the sections entitled “Risk Factors,”“Cautionary Notice Regarding Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Ranpak Holdings Corp (“Ranpak”, the “Company,” “we,” or “us”) included in our 2025 10-K, filed with the SEC on March 5, 2026. Capitalized terms used and not defined herein have the meanings disclosed elsewhere in the Quarterly Report.

The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside of the Company’s control. The Company’s actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the sections titled “Risk Factors” and “Cautionary Notice Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report.

Ranpak is a leading provider of environmentally sustainable, systems-based, product protection and end-of-line automation solutions for e-commerce and industrial supply chains. We provide our Protective Packaging Solutions (“PPS”) systems and paper consumables to distributors and certain select end-users. We operate manufacturing facilities in the United States, Europe and Asia. For our Automation product lines, we currently have dedicated facilities in Shelton, Connecticut and the Netherlands. R Squared Robotics, a division of Ranpak, uses three-dimensional computer vision and artificial intelligence technologies to improve end-of-line packaging and logistics functions.

We generated net revenue of $101.2 million and $91.2 million in the three months ended March 31, 2026 and 2025, respectively. We have two segments, North America and Europe/Asia. Management evaluates segment performance by net revenue and Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) by geographic region.

We use the following key performance indicators and monitor the following other factors to analyze our business performance, determine financial forecasts, and help develop long-term strategic plans.

PPS Systems Base — We closely track the number of PPS systems installed with end-users as it is a leading indicator of underlying business trends and near-term and ongoing net revenue expectations. Our installed base of PPS systems also drives our capital expenditure budgets. The following table presents our installed base of PPS systems as of March 31, 2026 and 2025:

Paper and Other Costs. Paper is a key component of our cost of goods sold and paper costs can fluctuate significantly between periods. We purchase both 100% virgin and 100% recycled paper, as well as blends, from various suppliers for conversion into the paper consumables we sell. The cost of paper supplies is our largest input cost, and we historically have negotiated supply and pricing arrangements with most of our paper suppliers annually, with a view towards mitigating fluctuations in paper cost. Nevertheless, as paper is a commodity, its price on the open market, and in turn the prices we negotiate with suppliers at a given point in time, can fluctuate significantly, and is affected by several factors outside of our control, including inflationary pressures, supply and demand and the cost of other commodities that are used in the manufacture of paper, including wood, energy, and chemicals. For example, energy prices in Europe have experienced recent increased volatility, and such volatility has, in the past, increased the cost of paper. The market for our solutions is competitive and it may be difficult to pass on increases in paper prices to our customers immediately, or at all, which has in the past, and could in the future, adversely affect our operating results. Although we look to pass increased market costs on to our customers to mitigate the impact of these costs, we are unable to predict the extent to which we will be able to do so. As such, we expect some continued pressure on our gross margin in the medium term relative to our historical margin profile.

Effect of Currency Fluctuations. We are a global business that generated approximately 53% of our 2025 net revenue outside of the United States. As a result of the geographic diversity of our operations, we are exposed to the effects of currency translation, which has affected the comparability of our results of operations between the periods presented in this Quarterly Report and may affect the comparability of our results of operations in future periods. Currency transaction exposure results when we generate net revenue in one currency at one time and incur expenses in another currency at another time, or when we realize gain or loss on intercompany transfers. While we seek to limit currency transaction exposure by matching the currencies in which we incur sales and expenses, we may not always be able to do so.

In addition, we are subject to currency translation exposure because the operations of our subsidiaries are measured in their functional currency, which is the currency of the primary economic environment in which the subsidiary operates. Any currency balances that are denominated in currencies other than the functional currency of the subsidiary are re-measured into the functional currency, with the resulting gain or loss recorded in the foreign currency (gains) losses line-item in our Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. In turn, subsidiary income statement balances that are denominated in currencies other than USD are translated into USD, our reporting currency, in consolidation using the average exchange rate in effect during each fiscal month during the period, with any related gain or loss recorded as foreign currency translation adjustments in other comprehensive income (loss). The assets and liabilities of subsidiaries that use functional currencies other than the USD are translated into USD in consolidation using period end exchange rates, with the effects of foreign currency translation adjustments included in accumulated other comprehensive income (loss).

We hedge some of our exposure to foreign currency translation with a cross-currency swap. Refer to Note 8 — Derivative Instruments to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for additional information. Significant currency fluctuations could impact the comparability of results between periods, while such fluctuations coupled with material mismatches in net revenue and expenses could also adversely impact our cash flows. See “Quantitative and Qualitative Disclosures About Market Risk.”

Inflationary Pressures and Other Costs. We have continued to experience inflationary pressures in 2026, which have adversely impacted some of our end-users, such as automotive companies; electronic manufacturers; machinery manufacturers; e-commerce and mail order fulfillment firms; and other end-users that are particularly sensitive to reductions in business and consumer spending by their respective customers, and which in turn have impacted our net revenue. Higher costs due to inflation were partially offset by price increases, which mitigated the impact on our operating results. However, our ability to predict or further offset inflationary cost increases in the future or during economic downturns or recessions may be limited or impacted by heightened competition for market share, an unwillingness by our customers to accept price increase or pressure to reduce selling prices if end-users reduce their volume of purchases. Inflationary pressures and associated changing interest rates and borrowing costs may also impact the ability of some of our end-users and suppliers to obtain funds for operations and capital expenditures, which could negatively impact our ability to obtain necessary supplies as well as the sales of materials and equipment to affected end-users. This could also result in reduced or delayed collections of outstanding accounts receivable from end-users, which could impact our cash flows. As a result, to the extent inflationary pressures continue, we expect additional pressure on our net revenue and gross margin. We will continue to evaluate the impact of inflationary pressures on our profitability and cash flows as well as our end-users.

In addition to inflationary pressures, our U.S. operations are subject to the impact of tariffs, largely related to our capital expenditures for our PPS converters, some of which are sourced from China or contain parts and components from China and other Asian countries. We are taking steps to minimize the potential impact of these tariffs by evaluating alternative parts and global suppliers as well as stepping up our efforts to refabricate and refurbish existing machines in our fleet to reduce cost. Our box customization equipment is currently made in Europe and shipped to the United States and thus will be subject to the U.S. tariff on European goods. 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.

We expect certain headwinds from the recent U.S.-Iran hostilities which have resulted in increased energy prices globally. The market for our solutions is competitive and it may be difficult to pass on increases in paper prices to our customers immediately, or at all, which has in the past, and could in the future, adversely affect our operating results. Although we look to pass increased market costs on to our customers to mitigate the impact of these costs, we are unable to predict the extent to which we will be able to do so. As such, there could be continued pressure on our gross margin in our results for fiscal 2026 relative to our historical margin profile.

Seasonality. We estimate that over a third of our net revenue in 2025, either directly or to distributors, was destined for end-users in the e-commerce sectors, whose businesses frequently follow traditional retail seasonal trends, including a concentration of sales in the holiday period in the fourth quarter. Our results tend to follow similar patterns, with the highest net revenue typically recorded in our fourth fiscal quarter and the slowest sales in our first fiscal quarter of each fiscal year. We expect this seasonality to continue in the future and, as a result, our results of operations between fiscal quarters in a given year may not be directly comparable.

Our unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We also present EBITDA and AEBITDA, which are non-GAAP financial measures, because they are key measures used by our management and board of directors to understand and evaluate our operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating EBITDA and AEBITDA can provide a useful measure for period-to-period comparisons of our primary business operations. We believe that EBITDA and AEBITDA provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

EBITDA is a non-GAAP financial measure that we calculate as net income (loss), adjusted to exclude: benefit from (provision for) income taxes; interest expense; and depreciation and amortization.

AEBITDA is a non-GAAP financial measure that we calculate as net income (loss), adjusted to exclude: benefit from (provision for) income taxes; interest expense; depreciation and amortization; stock-based compensation expense; foreign currency (gain) loss; amortization of cloud-based software implementation costs; and, in certain periods, other income and expense items.

We reconcile this data to our GAAP data for the same periods presented.

We operate globally, and a substantial portion of our net revenue and operations is denominated in foreign currencies, primarily the Euro. We calculate the year over-year impact of foreign currency movements using prior period foreign currency rates applied to current year results. These “constant currency” change amounts are non-GAAP measures and are not in accordance with, or an alternative to, measures prepared in accordance with GAAP. In addition, constant currency change measures are not based on any established set of accounting rules or principles.

In calculating the Constant Currency (Non-GAAP) % Change, the current year is translated at the average exchange rate for the comparable prior year period, when comparing the current year to the prior year. We believe that our Constant Currency (Non-GAAP) % Change presentation provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

Non-GAAP measures, such as EBITDA, AEBITDA, and constant currency change, have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. In particular, non-GAAP financial measures should not be viewed as substitutes for, or superior to, net income (loss) prepared in accordance with GAAP as a measure of profitability or liquidity. Some of these limitations are:

•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and EBITDA and AEBITDA do not reflect all cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

•EBITDA and AEBITDA do not reflect changes in, or cash requirements for, our working capital needs;

•EBITDA and AEBITDA do not reflect the impact of the recording or release of valuation allowances or tax payments that may represent a reduction in cash available to us;

•AEBITDA does not consider the potentially dilutive impact of stock-based compensation, and in certain periods, other income and expense items, such as restructuring and integration costs;

•constant currency change measures exclude the foreign currency exchange rate impact on our foreign operations; and

•other companies, including companies in our industry, may calculate EBITDA, AEBITDA, and constant currency change differently, which reduces their usefulness as comparative measures.

The following tables set forth our consolidated results of operations for the three months ended March 31, 2026 and 2025, presented in millions of dollars. “NM” represents “not meaningful.”

In addition, in our discussion below, we include certain other unaudited, non-GAAP data and Constant Currency (Non-GAAP) % Change data for the three months ended March 31, 2026 and 2025. This data is based on our historical financial statements included elsewhere in this Quarterly Report. Refer to “Non-GAAP Measures” and “Reconciliation of GAAP to

The following table and the discussion that follows compares our net revenue by product line for three months ended March 31, 2026 and 2025 on a GAAP basis and also presents the Constant Currency (Non-GAAP) % Change. See also “Non-GAAP Measures” for further details:

Net revenue for the first quarter of 2026 was $101.2 million compared to $91.2 million for the first quarter of 2025, an increase of $10.0 million or 11.0% (4.5% on a constant currency basis) and includes a non-cash reduction of $0.9 million to void-fill and $0.8 million to automation net revenue from the provision for warrants in the current period. Net revenue for the first quarter of 2025 includes a non-cash reduction of $0.8 million to void-fill from the provision for warrants. Net revenue was positively impacted primarily by increases in automation equipment sales. The increase in void-fill and cushioning was primarily driven by favorable foreign currency fluctuations. Cushioning increased $1.4 million, or 4.0%, to $36.6 million from $35.2 million; void-fill increased $1.6 million, or 4.0%, to $41.9 million from $40.3 million; wrapping decreased $0.1 million, or 1.1%, to $9.3 million from $9.4 million; and automation net revenue increased $7.1 million, or 112.7% to $13.4 million from $6.3 million for the first quarter of 2026 compared to the first quarter of 2025.

The increase in net revenue for the first quarter of 2026 compared to the first quarter of 2025 is quantified by a 6.8% increase in automation equipment sales, a 6.5% increase from foreign currency fluctuations, and a 0.8% increase in the volume of sales of our paper consumable products, partially offset by a 2.1% decrease in the price or mix of our paper consumable products and a 1.0% non-cash decrease from the provision for warrants.

Cost of sales for the first quarter of 2026 totaled $66.3 million, an increase of $6.0 million, or 10.0% (4.1% at constant currency), compared to $60.3 million in the first quarter of 2025. We have quantified the change in cost of sales as follows:

The increase in cost of sales was primarily due to an increase in the volume/mix of products sold of 7.9% and fluctuations in foreign currency rates of 5.9%, partially offset by a decrease in production costs of 3.8% compared to the first quarter of 2025. The 7.9% change in volume/mix is primarily attributable to an increase in automation equipment sales, which drove a 7.2% increase in cost of sales. Production costs include costs from materials, labor and overhead, and depreciation expense.

Selling, General, and Administrative (“SG&A”) Expenses. SG&A expenses for the first quarter of 2026 were $29.2 million, an increase of $0.3 million, or 1.0%, from $28.9 million in the first quarter of 2025. The net increase in SG&A expenses includes a $1.5 million unfavorable impact from foreign currency fluctuations and a $2.3 million increase in compensation expense, partially offset by a $0.9 million decrease in stock-based compensation and reductions in discretionary spend from cost reduction initiatives.

Depreciation and Amortization Expense. Depreciation and amortization expense for the first quarter of 2026 was $9.0 million, consistent with the first quarter of 2025.

Other Operating Expense, Net. Other operating expense, net for the first quarter of 2026 was $0.5 million, a decrease of $0.5 million from $1.0 million in the first quarter of 2025, due to decreased research and development expense of $0.4 million for the first quarter of 2026 compared to the first quarter of 2025.

Interest expense for the first quarter of 2026 was $8.6 million, a decrease of $0.1 million, or 1.1%, from $8.7 million in the first quarter of 2025. The decrease was primarily due to the decrease in interest expense associated with our First Lien Credit Facilities in the first quarter of 2026 compared to the first quarter of 2025.

Foreign currency loss for the first quarter of 2026 was $1.3 million, a change of $3.9 million, from foreign currency gain of $2.6 million for the first quarter of 2025 due to the volatility in Euro exchange rates compared to USD.

Income tax benefit for the first quarter of 2026 was $3.5 million, or an effective tax rate of 26.0%. Income tax benefit was $3.2 million in the first quarter of 2025, or an effective tax rate of 22.6%. The fluctuation in the effective tax rate between periods is primarily attributable to taxes related to foreign activities and the impact from stock-based compensation for the same period in 2025. The difference between the effective tax rate for the first quarter of 2026 and the combined federal and state statutory rates is primarily due to state income taxes.

EBITDA and AEBITDA are non-GAAP measures. Refer to “Reconciliation of GAAP to Non-GAAP Measures.” EBITDA for the first quarter of 2026 was $11.7 million, an increase of $2.0 million, or 20.6%, compared to $9.7 million in the first quarter of 2025. AEBITDA for the first quarter of 2026 was $18.9 million, an increase of $1.6 million, or 9.2% (flat on a constant currency basis), compared to $17.3 million in the first quarter of 2025. AEBITDA for the first quarter of 2026 includes a non-cash reduction to net revenue from the provision for warrants of $1.7 million compared to $0.8 million for the first quarter of 2025.

Segment Results of Operations - First Quarter of 2026 and First Quarter of 2025

We have two segments, North America and Europe/Asia. Management evaluates segment performance by net revenue and EBITDA by geographic region. The following tables set forth our net revenue by segment for the first quarter of 2026 and the first quarter of 2025, presented in millions of dollars: