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Shareholders' Equity
 3 Months Ended
Mar. 31, 2025
Equity [Abstract]  
Shareholders' Equity Shareholders’ Equity
Share Repurchase Program
On July 26, 2022, the Company’s board of directors authorized a 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 number 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 Directors. There have been no repurchases executed to date.
Warrant Agreement with a Customer
On January 28, 2025, Ranpak Holdings Corp. (“Ranpak” or the “Company”) and Amazon.com, Inc. (“Parent”) entered into a Transaction Agreement (the “Transaction Agreement”), under which, among other things, Ranpak agreed to issue to a wholly-owned affiliate of Parent (the “Warrantholder”) a warrant (the “Warrant”) to acquire up to 18,716,456 shares (the “Warrant Shares”) of the Company’s Class A common stock (“Common Stock”) at an exercise price of $6.8308 per share, and on the terms and conditions set forth in the Warrant, 1,871,646 Warrant Shares vested on the date of the Transaction Agreement. The remainder of the Warrant Shares are subject to vesting over time based on payments made by Parent or on Parent’s behalf under the current and any possible future commercial agreement with the Company, with all Warrant Shares vesting upon an aggregate spend of $400 million. The Warrant allows for cashless exercise in part or in full at the Warrantholder’s discretion and expires January 28, 2033. So long as the Warrant is unexercised, the Warrant does not entitle the Warrantholder to any voting rights or any other common stockholder rights. The exercise price and the number of Warrant Shares are subject to customary anti-dilution adjustments.
Immediately prior to the consummation of certain change of control transactions, as defined in the Transaction Agreement, the unvested portion of shares will become immediately vested and exercisable.
We valued the Warrant Shares using a Black-Scholes model on the January 28, 2025 grant date. The total fair value of the Warrant Shares on the grant date was $60.5 million based on a grant date fair value of $3.23 per Warrant Share and was
determined to be an equity classified instrument. We used a blended volatility based on our historical stock price and the historical stock price of our peer companies with a 50/50 weighting. A blended volatility is more indicative of our expected future volatility given the heightened volatility of our stock price from 2021 through 2022 during the COVID pandemic that we do not expect to reoccur in future periods. Additionally, the length of time our historical stock price has been available is less than the term of the agreement. The assumptions used in the Black-Scholes model are summarized in the following table:
Stock price$5.74 
Exercise price$6.83 
Risk-free interest rate4.42 %
Blended volatility50.00 %
Expected term8 years