[10-Q] SONOCO PRODUCTS CO Quarterly Earnings Report

Rhea-AI Filing Summary

Sonoco Products Company filed its Q3 2025 report, showing higher sales and profits from continuing operations while advancing portfolio moves. Net sales were $2,131.1 million versus $1,354.7 million a year ago, and operating profit rose to $195.0 million from $102.1 million. Diluted EPS from continuing operations was $1.23 compared with $0.31.

Year to date, net income was $670.8 million, aided by $429.7 million from discontinued operations tied to the April sale of the Thermoformed and Flexibles Packaging and Trident businesses. Operating cash flow was $276.9 million; investing activities provided $1,584.3 million largely from $1,814.9 million of TFP sale proceeds, and financing used $2,090.3 million, including $2,082.9 million of debt repayments. Long‑term debt declined to $3,787.7 million from $4,985.5 million, and shareholders’ equity rose to $3,319.5 million. Sonoco agreed to sell ThermoSafe for up to $725.0 million and classified its assets and liabilities as held for sale. Shares outstanding were 98,633,013 as of October 17, 2025.

Insights

Corporate finance analyst

Stronger operations, major divestiture cash, lower debt.

Sonoco reported Q3 continuing operations improvement: net sales of $2,131.1M and operating profit of $195.0M. Diluted EPS from continuing operations was $1.23, up year over year. These figures exclude the divested TFP business, which is reflected as discontinued operations.

Cash generation reflects portfolio actions. Investing inflows of $1,584.3M were driven by $1,814.9M TFP sale proceeds, while financing outflows of $2,090.3M include debt repayments of $2,082.9M. Long‑term debt fell to $3,787.7M, indicating deleveraging supported by divestiture cash.

Future activity could include the ThermoSafe sale (up to $725.0M) announced on September 7, 2025, with assets classified as held for sale. Actual impacts will depend on closing and any earnout; the excerpt lists customary conditions.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 28, 2025

or 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File No. 001-11261

Sonoco Products Company

(Exact name of registrant as specified in its charter)

South Carolina						57-0248420
(State or other jurisdiction of incorporation of organization)						(I.R.S. Employer Identification No.)
1 N. Second St., Hartsville, South Carolina						29550
(Address of principal executive offices)						(Zip Code)

(843) 383-7000

(Registrant’s telephone number, including area code)

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

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
No par value common stock			SON			New York Stock Exchange

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 ☒   No  ☐

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 such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

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.

 

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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. ☐

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

The number of shares outstanding of the registrant’s no par value common stock as of October 17, 2025 was 98,633,013.

SONOCO PRODUCTS COMPANY

INDEX

 

PART I. FINANCIAL INFORMATION						3
Item 1.			Financial Statements:			3
			Condensed Consolidated Balance Sheets – September 28, 2025 (unaudited) and December 31, 2024 (unaudited)			3
			Condensed Consolidated Statements of Income – Three and Nine Months Ended September 28, 2025 (unaudited) and September 29, 2024 (unaudited)			4
			Condensed Consolidated Statements of Comprehensive Income – Three and Nine Months Ended September 28, 2025 (unaudited) and September 29, 2024 (unaudited)			5
			Condensed Consolidated Statements of Changes in Total Equity – Three and Nine Months Ended September 28, 2025 (unaudited) and September 29, 2024 (unaudited)			6
			Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 28, 2025 (unaudited) and September 29, 2024 (unaudited)			8
			Notes to Condensed Consolidated Financial Statements (unaudited)			9
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations.			48
Item 3.			Quantitative and Qualitative Disclosures About Market Risk.			75
Item 4.			Controls and Procedures.			75
PART II. OTHER INFORMATION						76
Item 1.			Legal Proceedings.			76
Item 1A.			Risk Factors.			76
Item 5.			Other Information.			78
Item 6.			Exhibits.			78

2

PART I. FINANCIAL INFORMATION 

Item 1. Financial Statements.

SONOCO PRODUCTS COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

(Dollars and shares in thousands)

						September 28, 2025						December 31, 2024*
Assets
Current Assets
Cash and cash equivalents						$	244,855					$	431,010
Trade accounts receivable, net of allowances						1,092,445						907,526
Other receivables						199,759						175,877
Inventories, net:
Finished and in process						548,475						494,090
Materials and supplies						611,554						522,049
Prepaid expenses						136,939						197,134
Assets held for sale						322,352						—
Current assets of discontinued operations						—						450,874
Total Current Assets						3,156,379						3,178,560
Property, Plant and Equipment, Net						2,785,742						2,718,747
Goodwill						2,473,367						2,525,657
Other Intangible Assets, Net						2,721,123						2,586,698
Deferred Income Taxes						85,641						17,371
Right of Use Asset-Operating Leases						288,491						307,688
Other Assets						205,381						208,759
Non-current assets of discontinued operations						—						964,310
Total Assets						$	11,716,124					$	12,507,790
Liabilities and Equity
Current Liabilities
Payable to suppliers						$	1,133,643					$	1,130,500
Accrued expenses and other payables						686,885						604,455
Notes payable and current portion of long-term debt						1,368,899						2,054,525
Accrued taxes						165,089						6,755
Liabilities held for sale						65,387						—
Current liabilities of discontinued operations						—						242,056
Total Current Liabilities						3,419,903						4,038,291
Long-term Debt, Net of Current Portion						3,787,680						4,985,496
Noncurrent Operating Lease Liabilities						244,789						258,735
Pension and Other Postretirement Benefits						182,546						180,827
Deferred Income Taxes						554,575						583,470
Other Liabilities						207,115						60,847
Non-current liabilities of discontinued operations						—						113,911
Total Liabilities						8,396,608						10,221,577
Commitments and Contingencies (See Note 18)
Sonoco Shareholders’ Equity
Common stock, no par value
Authorized 300,000 shares; 98,631 and 98,260 shares issued and outstanding at September 28, 2025 and December 31, 2024, respectively						7,175						7,175
Capital in excess of stated value						190,538						183,250
Accumulated other comprehensive income/(loss)						9,019						(502,734)
Retained earnings						3,097,990						2,583,923
Total Sonoco Shareholders’ Equity						3,304,722						2,271,614
Noncontrolling Interests						14,794						14,599
Total Equity						3,319,516						2,286,213
Total Liabilities and Equity						$	11,716,124					$	12,507,790

* The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (the “United States” or “U.S.”).

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)

3

SONOCO PRODUCTS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited)

(Dollars and shares in thousands except per share data)

 

						Three Months Ended												Nine Months Ended
						September 28, 2025						September 29, 2024						September 28, 2025						September 29, 2024
Net sales						$	2,131,108					$	1,354,652					$	5,750,777					$	3,942,089
Cost of sales						1,663,757						1,054,800						4,523,462						3,085,829
Gross profit						467,351						299,852						1,227,315						856,260
Selling, general and administrative expenses						220,966						159,825						648,804						503,355
Restructuring/Asset impairment charges						48,388						6,149						71,721						55,122
Loss on divestiture of business						(3,031)						(31,770)						(9,297)						(27,292)
Operating profit						194,966						102,108						497,493						270,491
Non-operating pension costs						3,054						2,947						9,157						10,412
Interest expense						61,243						60,643						181,637						119,481
Interest income						4,634						5,585						16,104						11,777
Other (expense)/income, net						(7,541)						—						(20,617)						5,867
Income from continuing operations before income taxes						127,762						44,103						302,186						158,242
Provision for income taxes						7,717						15,519						68,364						40,146
Income before equity in earnings of affiliates						120,045						28,584						233,822						118,096
Equity in earnings of affiliates, net of tax						3,020						2,807						7,211						6,218
Net income from continuing operations						123,065						31,391						241,033						124,314
Net income from discontinued operations						—						19,818						429,720						83,119
Net income						123,065						51,209						670,753						207,433
Net (income)/loss from continuing operations attributable to noncontrolling interests						(147)						(241)						17						(399)
Net income from discontinued operations attributable to noncontrolling interests						—						(47)						—						(125)
Net income attributable to Sonoco						$	122,918					$	50,921					$	670,770					$	206,909
Weighted average common shares outstanding:
Basic						99,182						98,683						99,098						98,616
Diluted						99,648						99,267						99,519						99,221
Per common share:
Basic earnings per common share:
Continuing operations						$	1.24					$	0.32					$	2.43					$	1.26
Discontinued operations						—						0.20						4.34						0.84
Basic earnings per share attributable to Sonoco						$	1.24					$	0.52					$	6.77					$	2.10
Diluted earnings per common share:
Continuing operations						$	1.23					$	0.31					$	2.42					$	1.25
Discontinued operations						—						0.20						4.32						0.84
Diluted earnings per share attributable to Sonoco						$	1.23					$	0.51					$	6.74					$	2.09

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)

4

SONOCO PRODUCTS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME (unaudited)

(Dollars in thousands)

 

						Three Months Ended												Nine Months Ended
						September 28, 2025						September 29, 2024						September 28, 2025						September 29, 2024
Net income						$	123,065					$	51,209					$	670,753					$	207,433
Other comprehensive (loss)/income:
Foreign currency translation adjustments						(8,518)						35,922						506,773						(17,272)
Changes in defined benefit plans, net of tax						697						1,036						4,176						3,158
Changes in derivative financial instruments, net of tax						(912)						60						2,169						(1,432)
Other comprehensive (loss)/income:						(8,733)						37,018						513,118						(15,546)
Comprehensive income						114,332						88,227						1,183,871						191,887
Net (income)/loss attributable to noncontrolling interests-continuing operations						(147)						(241)						17						(399)
Net income attributable to noncontrolling interests-discontinued operations						—						(47)						—						(125)
Other comprehensive loss/(income) attributable to noncontrolling interests						389						(711)						(1,365)						(202)
Comprehensive income attributable to Sonoco						$	114,574					$	87,228					$	1,182,523					$	191,161

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)

5

SONOCO PRODUCTS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF

CHANGES IN TOTAL EQUITY (unaudited)

(Dollars and shares in thousands)

			Total Equity						Common Shares									Capital in Excess of Stated Value						Accumulated Other Comprehensive Income/(Loss)						Retained Earnings						Noncontrolling Interests
									Outstanding			Amount
December 31, 2024			$	2,286,213					98,260			$	7,175					$	183,250					$	(502,734)					$	2,583,923					$	14,599
Net income			54,489																											54,429						60
Other comprehensive income/(loss):
Translation gain/(loss)			175,839																					175,864												(25)
Defined benefit plan adjustment, net of tax			544																					544
Derivative financial instruments, net of tax			1,757																					1,757
Other comprehensive income/(loss)			178,140																					178,165												(25)
Divestiture of non-controlling interest			(637)																																	(637)
Dividends			(51,558)																											(51,558)
Dividends paid to noncontrolling interests			(243)																																	(243)
Issuance of stock awards			273						588									273
Shares repurchased			(10,573)						(220)									(10,573)
Share-based compensation			5,828															5,828
March 30, 2025			$	2,461,932					98,628			$	7,175					$	178,778					$	(324,569)					$	2,586,794					$	13,754
Net income/(loss)			493,199																											493,423						(224)
Other comprehensive income:
Translation gain			339,452																					337,673												1,779
Defined benefit plan adjustment, net of tax			2,935																					2,935
Derivative financial instruments, net of tax			1,324																					1,324
Other comprehensive income			343,711																					341,932												1,779
Dividends			(52,570)																											(52,570)
Issuance of stock awards			298						—									298
Shares repurchased			(3)						—									(3)
Share-based compensation			4,145															4,145
Other			121															121
June 29, 2025			$	3,250,833					98,628			$	7,175					$	183,339					$	17,363					$	3,027,647					$	15,309
Net income			123,065																											122,918						147
Other comprehensive (loss)/income:
Translation loss			(8,518)																					(8,129)												(389)
Defined benefit plan adjustment, net of tax			697																					697
Derivative financial instruments, net of tax			(912)																					(912)
Other comprehensive loss			(8,733)																					(8,344)												(389)
Divestiture of non-controlling interest			(273)																																	(273)
Dividends			(52,575)																											(52,575)
Issuance of stock awards			366						3									366
Shares repurchased			(4)						—									(4)
Share-based compensation			6,775															6,775
Other			62															62
September 28, 2025			$	3,319,516					98,631			$	7,175					$	190,538					$	9,019					$	3,097,990					$	14,794

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)

6

SONOCO PRODUCTS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF

CHANGES IN TOTAL EQUITY (unaudited)

(Dollars and shares in thousands)

			Total Equity						Common Shares									Capital in Excess of Stated Value						Accumulated Other Comprehensive Loss						Retained Earnings						Noncontrolling Interests
									Outstanding			Amount
December 31, 2023			$	2,431,835					97,957			$	7,175					$	159,047					$	(366,262)					$	2,624,380					$	7,495
Net income			65,273																											65,177						96
Other comprehensive (loss)/income:
Translation loss			(19,786)																					(19,319)												(467)
Defined benefit plan adjustment, net of tax			43																					43
Derivative financial instruments, net of tax			169																					169
Other comprehensive loss			(19,574)																					(19,107)												(467)
Dividends			(50,348)																											(50,348)
Issuance of stock awards			204						460									204
Shares repurchased			(9,139)						(162)									(9,139)
Share-based compensation			8,325															8,325
Other			906															906
March 31, 2024			$	2,427,482					98,255			$	7,175					$	159,343					$	(385,369)					$	2,639,209					$	7,124
Net income			90,951																											90,811						140
Other comprehensive (loss)/income:
Translation loss			(33,408)																					(33,366)												(42)
Defined benefit plan adjustment, net of tax			2,079																					2,079
Derivative financial instruments, net of tax			(1,661)																					(1,661)
Other comprehensive loss			(32,990)																					(32,948)												(42)
Dividends			(51,347)																											(51,347)
Issuance of stock awards			181						4									181
Shares repurchased			(23)						(1)									(23)
Share-based compensation			6,656															6,656
Other			957															957
June 30, 2024			$	2,441,867					98,258			$	7,175					$	167,114					$	(418,317)					$	2,678,673					$	7,222
Net income			51,209																											50,921						$	288
Other comprehensive income:
Translation loss			35,922																					35,211												711
Defined benefit plan adjustment, net of tax			1,036																					1,036
Derivative financial instruments, net of tax			60																					60
Other comprehensive income			37,018																					36,307												711
Dividends			(51,352)																											(51,352)
Issuance of stock awards			265															265
Shares repurchased			(10)															(10)
Share-based compensation			7,682															7,682
Other			481															481
September 29, 2024			$	2,487,160					98,258			$	7,175					$	175,532					$	(382,010)					$	2,678,242					$	8,221

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)

7

SONOCO PRODUCTS COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(Dollars in thousands)

						Nine Months Ended
						September 28, 2025						September 29, 2024
Cash Flows from Operating Activities:
Net income						$	670,753					$	207,433
Adjustments to reconcile net income to net cash provided by operating activities:
Asset impairments						11,402						23,195
Depreciation and amortization						382,623						270,691
Share-based compensation expense						16,748						22,663
Equity in earnings of affiliated companies, net						(7,211)						(6,218)
Cash dividends from affiliated companies						4,903						5,624
Net loss/(gain) on disposition of assets						3,770						(529)
Net (gain)/loss on divestiture of business						(616,476)						27,292
Gain on remeasurement of investment in affiliated companies						—						(6,012)
Pension and postretirement plan expense						13,145						13,068
Pension and postretirement plan contributions						(16,734)						(14,680)
Net decrease in deferred tax liabilities						(64,686)						(17,109)
Change in assets and liabilities, net of effects from acquisitions, divestitures and foreign currency adjustments:
Trade accounts receivable						(145,089)						(182,626)
Inventories						(108,492)						(6,703)
Payable to suppliers						(46,069)						73,504
Prepaid expenses						31,059						(38,851)
Income taxes payable and other income tax items						192,098						23,274
Accrued expenses and other assets and liabilities						(44,848)						43,622
Net cash provided by operating activities						276,896						437,638
Cash Flows from Investing Activities:
Purchases of property, plant and equipment						(253,411)						(271,332)
Cost of acquisitions, net of cash acquired1						16,528						(3,743)
Proceeds from the sale of business, net						1,814,899						81,212
Proceeds from the sale of assets, net						5,160						4,515
Proceeds from settlement of net investment hedge						—						9,068
Investments in affiliated companies and other net investing proceeds						1,129						2,221
Net cash provided/(used) by investing activities						1,584,305						(178,059)
Cash Flows from Financing Activities:
Proceeds from issuance of debt						54,531						1,813,754
Principal repayment of debt						(2,082,940)						(133,644)
Net change in commercial paper						90,000						33,983
Net increase/(decrease) in book cash overdrafts						14,741						(3,078)
Payment of loan financing costs						—						(19,000)
Payment of contingent consideration						—						(948)
Dividends paid to noncontrolling interests						(243)						—
Cash dividends						(155,767)						(152,397)
Payments for share repurchases						(10,580)						(9,172)
Net cash (used)/provided by financing activities						(2,090,258)						1,529,498
Effects of Exchange Rate Changes on Cash						31,863						(10,381)
Net (Decrease)/Increase in Cash and Cash Equivalents						(197,194)						1,778,696
Cash and cash equivalents at beginning of period						443,060						151,937
Cash and cash equivalents at end of period						$	245,866					$	1,930,633

1The Company received a final net working capital settlement of $16,528 during 2025 related to the acquisition of Titan Holdings I B.V. (“Eviosys”).

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)

8

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

Note 1: Basis of Interim Presentation

On April 1, 2025, Sonoco Products Company (the “Company” or “Sonoco”) completed the previously announced sale of its Thermoformed and Flexibles Packaging business and its global Trident business (collectively, “TFP”) to TOPPAN Holdings Inc. (“Toppan”). In accordance with applicable accounting guidance, the results of TFP, previously part of the Company’s Consumer Packaging segment, are presented as discontinued operations in the Condensed Consolidated Statements of Income and, as such, have been excluded from both continuing operations and segment results for all periods presented in this Quarterly Report on Form 10-Q. Further, the Company reclassified the assets and liabilities of TFP as assets and liabilities of discontinued operations in the Condensed Consolidated Balance Sheets as of December 31, 2024. The Condensed Consolidated Statements of Comprehensive Income, Changes in Total Equity, and Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations. All amounts, percentages and disclosures for all periods presented in this Quarterly Report on Form 10-Q reflect only the continuing operations of Sonoco unless otherwise noted. See Note 2 for additional information.

On September 7, 2025, the Company entered into a definitive agreement to sell its ThermoSafe business (“ThermoSafe”), part of the All Other group of businesses, to Arsenal Capital Partners (“Arsenal”), a private equity firm, for a total purchase price of up to $725,000. The purchase price consists of $650,000 on a cash-free and debt-free basis payable at closing and subject to customary adjustments, and additional consideration of up to $75,000 if certain performance measures for calendar year 2025 are met. The transaction is subject to customary closing conditions, including regulatory review, and is expected to be completed by the end of 2025. As a result, the Company has determined the criteria for classification as held for sale were met. Consequently, the assets and liabilities associated with ThermoSafe are classified as held for sale on the Company's Condensed Consolidated Balance Sheet as of September 28, 2025.

The decision to sell ThermoSafe was made as part of the Company's efforts to simplify its operating structure in order to focus on growing its core Consumer Packaging and Industrial Paper Packaging businesses. As of September 28, 2025, ThermoSafe employed approximately 900 associates working in operations in the Americas, Europe, the Middle East and Africa (“EMEA”) and Asia. The sale does not represent a strategic shift for the Company that will have a major effect on the Company’s operations and financial results; consequently, it does not meet the criteria for reporting as a discontinued operation.

In the opinion of the management of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments, unless otherwise stated) necessary to state fairly the consolidated financial position, results of operations and cash flows for the interim periods reported herein. Operating results for the three- and nine-month periods ended September 28, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

9

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

In conjunction with the pending sale of ThermoSafe, the following major classes of assets and liabilities were classified as held for sale on the Company’s Condensed Consolidated Balance Sheet as of September 28, 2025:

Assets:
Cash and cash equivalents						$	1,011
Trade accounts receivable, net of allowances						47,770
Other receivables						245
Inventories						24,626
Prepaid expenses						2,299
Property, Plant and Equipment, net						37,556
Goodwill						173,394
Other Intangible Assets, net						9,430
Deferred Income Taxes						1,875
Right of Use Asset-Operating Leases						20,825
Other Assets						3,321
Assets held for sale						$	322,352
Liabilities:
Payable to suppliers						$	32,481
Accrued expenses and other payables						12,047
Notes payable and current portion of long-term debt						445
Accrued taxes						177
Long-term Debt, Net of Current Portion						2,475
Noncurrent Operating Lease Liabilities						16,916
Deferred Income Taxes						846
Liabilities held for sale						$	65,387

Subsequent to entering the agreement to sell ThermoSafe on September 7, 2025, depreciation was not recognized on TFP’s property, plant and equipment, and amortization was not recognized on ThermoSafe’s other intangible assets or right of use assets-operating leases, in accordance with Accounting Standards Codification (“ASC”) 360, “Property, Plant, and Equipment.”

10

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

Note 2: Discontinued Operations

As disclosed in Note 1, the Company completed the sale of TFP on April 1, 2025. The following table presents the assets and liabilities that are classified as discontinued operations in the Condensed Consolidated Balance Sheets as of December 31, 2024:

												December 31, 2024
Cash and cash equivalents												$	12,050
Trade accounts receivable, net of allowances of $2,582 at December 31, 2024												209,379
Other receivables												46,001
Inventories, net:
Finished and in process												80,573
Materials and supplies												94,083
Prepaid expenses												8,788
Current assets of discontinued operations												$	450,874
Property, plant and equipment, net of accumulated depreciation of $465,923 at December 31, 2024												262,662
Goodwill												502,621
Other intangible assets, net of accumulated amortization of $206,437 at December 31, 2024												103,593
Deferred income taxes												262
Right of use asset-operating leases												75,855
Other assets												19,317
Non-current assets of discontinued operations												$	964,310
Payable to suppliers												172,720
Accrued expenses and other payables												62,562
Notes payable and current portion of long-term debt												6,774
Current liabilities of discontinued operations												$	242,056
Long-term debt												29,850
Noncurrent operating lease liabilities												67,789
Deferred income taxes												15,928
Other liabilities												344
Non-current liabilities of discontinued operations												$	113,911

11

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

The following table presents key components of “Net income from discontinued operations” for the three- and nine-month periods ended September 28, 2025 and September 29, 2024:

			Three Months Ended												Nine Months Ended
			September 28, 2025						September 29, 2024						September 28, 2025						September 29, 2024
Net sales			$	—					$	321,213					$	320,678					$	994,798
Cost of sales			—						262,328						250,854						797,414
Gross profit			—						58,885						69,824						197,384
Selling, general and administrative expenses			—						30,821						31,607						82,983
Restructuring/Asset impairment charges			—						2,041						426						3,936
Gain on divestiture of business			—						—						625,773						—
Operating profit			—						26,023						663,564						110,465
Other income, net			—						—						182						—
Interest expense			—						1,000						24,911						3,023
Interest income			—						430						281						1,352
Income from discontinued operations before income taxes			—						25,453						638,752						108,794
Provision for income taxes			—						5,635						209,032						25,675
Net income from discontinued operations			—						19,818						429,720						83,119
Net income from discontinued operations attributable to noncontrolling interests			—						(47)						—						(125)
Net income attributable to discontinued operations			$	—					$	19,771					$	429,720					$	82,994
Weighted average common shares outstanding:
Basic			99,182						98,683						99,098						98,616
Diluted			99,648						99,267						99,519						99,221
Per common share:
Net income attributable to discontinued operations:
Basic			$	—					$	0.20					$	4.34					$	0.84
Diluted			$	—					$	0.20					$	4.32					$	0.84

The following table presents significant cash flow items from discontinued operations for the nine months ended September 28, 2025 and September 29, 2024:

			Nine Months Ended
			September 28, 2025						September 29, 2024
Depreciation and amortization(a)			$	(311)					$	46,758
Purchases of property, plant and equipment			$	(5,572)					$	(35,301)

(a) Subsequent to entering the agreement to sell TFP on December 8, 2024, depreciation was not recognized on TFP’s property, plant and equipment, and amortization was not recognized on TFP’s other intangible assets or right of use assets-operating leases, in accordance with ASC 360, “Property, Plant, and Equipment.”

12

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

Note 3: New Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires companies to disclose disaggregated amounts relating to (a) inventory purchases; (b) employee compensation; (c) depreciation; (d) intangible asset amortization; and (e) depreciation, depletion, and amortization. Further, this guidance will require companies to include certain amounts that are already required to be disclosed under current U.S. generally accepted accounting principles (“GAAP”) in the same disclosure as the other disaggregation requirements, disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The standard is intended to benefit investors by providing more detailed expense disclosures that would be useful in making capital allocation decisions. This guidance is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027 but early adoption is permitted. ASU 2024-03 should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which modifies the rules on income tax disclosures to require disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Company will begin providing the required income tax disclosures on a prospective basis starting with its Annual Report on Form 10-K for the year ending December 31, 2025.

During the nine-month period ended September 28, 2025, there were no other newly issued or newly applicable accounting pronouncements that had, or are expected to have, a material impact on the Company’s condensed consolidated financial statements. Further, at September 28, 2025, there were no other pronouncements pending adoption that are expected to have a material impact on the Company’s condensed consolidated financial statements.

Note 4: Acquisitions and Divestitures

Eviosys Acquisition

On December 4, 2024, the Company completed the acquisition of all issued and outstanding equity interests in Eviosys from an affiliate of KPS Capital Partners, LP for net cash consideration of $3,773,298, net of a final working capital settlement for which the Company received $16,528 during the second quarter of 2025. Eviosys, now operated as Sonoco Metal Packaging EMEA in the Company’s Consumer Packaging segment, is a global supplier of metal packaging that produces food cans and ends, aerosol cans, metal closures and promotional packaging with a large metal food can manufacturing footprint in the EMEA region. The Company funded the Eviosys acquisition, including related fees and expenses, with the net proceeds from the registered public offering of senior unsecured notes, borrowings from two term loan facilities, and cash on hand. See Note 11 to the Company’s Consolidated Financial Statements included in Part IV, Item 15 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for more information.

The Company’s initial preliminary fair values of the assets acquired and liabilities assumed in the Eviosys acquisition, as well as updated preliminary fair values reflecting adjustments made during the measurement period, are as follows:

13

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

			Initial Preliminary Allocation						Measurement Period Adjustments						Updated Preliminary Allocation
Trade accounts receivable			$	300,385					$	—					$	300,385
Other receivables			114,634						1,079						115,713
Inventories			445,945						404						446,349
Prepaid expenses			47,509						(2,977)						44,532
Property, plant and equipment			1,057,779						(54,044)						1,003,735
Right of use asset - operating leases			43,566						—						43,566
Other intangible assets			1,967,678						42,379						2,010,057
Goodwill			1,285,518						(53,699)						1,231,819
Deferred income taxes			39,023						10,767						49,790
Other assets			3,330						24						3,354
Payable to suppliers			(518,766)						1,672						(517,094)
Accrued expenses and other payables			(168,529)						(227)						(168,756)
Accrued wages and other compensation			(41,749)						(57)						(41,806)
Notes payable and current portion of long-term debt			(76,438)						(5)						(76,443)
Noncurrent operating lease liabilities			(32,022)						—						(32,022)
Pension and other postretirement benefits			(51,849)						—						(51,849)
Long-term debt			—						(34)						(34)
Deferred income taxes			(599,941)						36,944						(562,997)
Other liabilities			(16,714)						1,246						(15,468)
Noncontrolling interests			(9,533)						—						(9,533)
Net assets acquired			$	3,789,826					$	(16,528)					$	3,773,298

The allocation of the purchase price of Eviosys to the tangible and intangible assets acquired and liabilities assumed, as reflected under the heading “Updated Preliminary Allocation” in the table above, is based on the Company’s preliminary estimates of their respective fair values, based on information currently available. Management is continuing to finalize its valuation of certain assets and liabilities including, but not limited to: inventories, property, plant and equipment; goodwill; other intangible assets; and deferred income taxes, and expects to complete its valuations within one year of the date of acquisition.

Factors comprising goodwill for Eviosys, none of which is expected to be deductible for income tax purposes, include increased access to certain markets and the value of the assembled workforce.

The following table presents the Company’s pro forma consolidated results for the three- and nine-month periods ended September 29, 2024, assuming the acquisition of Eviosys had occurred on January 1, 2023. This pro forma information is presented for informational purposes only and does not purport to represent the results of operations that would have been achieved if the acquisition had been completed at the beginning of 2023, nor is it necessarily indicative of future consolidated results.

Pro Forma Supplemental Information									Three Months Ended			Nine Months Ended
Consolidated									September 29, 2024			September 29, 2024
Net sales									$	2,059,353		$	5,779,008
Net income from continuing operations									$	61,431		$	147,792
Net income attributable to Sonoco1									$	81,202		$	230,786

1 Includes results of discontinued operations

14

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

The pro forma information above does not project the Company’s expected results for any future period and gives no effect to any future synergistic benefits that may result from the combination or the costs of integrating the acquired operations with those of the Company. Pro forma information for the three- and nine-month periods ended September 29, 2024 includes adjustments to depreciation, amortization, and income taxes based upon the updated fair value allocation of the purchase price to Eviosys’ tangible and intangible assets acquired and liabilities assumed as though the acquisition had occurred on January 1, 2023. Interest expense on the additional debt issued by the Company to fund the acquisition and retention bonuses incurred related to the acquisition are also included in the pro forma information as if the acquisition had occurred on January 1, 2023. Acquisition-related costs are excluded from 2024 pro forma net income and were instead reflected in 2023 pro forma net income as though the acquisition had occurred on January 1, 2023.

Other Acquisitions

On June 1, 2024, the Company completed the purchase of a small tube and paper cone manufacturer in Brazil for $2,660. The financial results of this business are included in the Company’s Industrial Paper Packaging segment.

ThermoSafe Divestiture

On September 7, 2025, the Company entered into a definitive agreement to sell ThermoSafe, part of the All Other group of businesses, to Arsenal for a total purchase price of up to $725,000. The purchase price consists of $650,000 on a cash-free and debt-free basis payable at closing and subject to customary adjustments, and additional consideration of up to $75,000 if certain performance measures for calendar year 2025 are met. The transaction is subject to customary closing conditions, including regulatory review, and is expected to be completed by the end of 2025. The Company incurred transaction fees related to this pending divestiture of $3,000 during the third quarter of 2025. These fees are included in “Loss on divestiture of business” in the Company’s Condensed Consolidated Statements of Income for the three- and nine-month periods ended September 28, 2025. See Note 1 for additional information.

TFP Divestiture

On April 1, 2025, the Company completed the sale of TFP to Toppan for net cash consideration of $1,807,493 on a cash-free and debt-free basis and subject to customary adjustments. This sale was the result of the Company’s continuing evaluation of its business portfolio and was consistent with the Company’s strategic and investment priorities. In connection with the TFP divestiture, the Company wrote off net assets totaling $1,108,560, reclassified $47,955 of cumulative translation adjustment losses from accumulated other comprehensive income/(loss) and incurred transaction fees of $25,205, resulting in a net pretax gain of $625,773. The Company recognized a related tax provision of $201,225, for an after-tax gain of $424,548. The after tax gain is included in “Net income from discontinued operations” in the Company’s Condensed Consolidated Statements of Income for the nine-month period ended September 28, 2025. The majority of cash proceeds generated from this transaction were used to repay debt, as further described in Note 10.

Other Divestitures

On April 30, 2025, the Company completed the sale of a recycling facility in Asheville, NC, part of the Industrial Paper Packaging segment, for cash proceeds of $3,924. The sale resulted in a loss of $2,114, which is included in “Loss on divestiture of business” in the Company’s Condensed Consolidated Statements of Income.

On March 2, 2025, the Company completed the sale of its tube and core operations in Venezuela, part of the Industrial Paper Packaging segment, in exchange for a receivable in the amount of $145. The sale resulted in a loss of $5,390, including $3,792 of cumulative translation losses that were reclassified from accumulated other comprehensive income. This loss is included in “Loss on divestiture of business” in the Company’s Condensed Consolidated Statements of Income.

In February 2025, the remaining $2,000 of proceeds from the July 1, 2023 sale of the Company’s U.S. BulkSak business were released to the Company from escrow.

On January 17, 2025, the Company completed the sale of a small construction tube operation in France, part of the Industrial Paper Packaging segment, for cash proceeds of $1,513 and recognized a gain of $1,207, which is included in “Loss on divestiture of business” in the Company’s Condensed Consolidated Statements of Income.

15

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

In September 2024, the Company entered into agreements to sell two of its production facilities in China, both of which are part of the Company’s Industrial Paper Packaging segment, for approximately $419. The sale of these facilities was completed in the fourth quarter of 2024. In the third quarter of 2024, as a result of the pending sale, the Company wrote down the carrying amounts of the asset group to their estimated fair values based on the expected selling price less estimated costs to sell and recognized a loss of $29,965. This loss is included in “Loss on divestiture of business” in the Company’s Condensed Consolidated Statements of Income.

On April 1, 2024, the Company completed the sale of its Protective Solutions business (“Protexic”), part of the All Other group of businesses, to Black Diamond Capital Management, LLC (“Black Diamond”) for cash proceeds of $80,267. This business provided foam components and integrated material solutions for various industrial end markets. This sale was the result of the Company’s continuing evaluation of its business portfolio and is consistent with the Company’s strategic and investment priorities. In connection with the Protexic divestiture, the Company wrote off net assets totaling $74,126, including $16,559 of allocated goodwill, and reclassified $2,913 of cumulative translation adjustment losses from accumulated other comprehensive loss, recognizing a preliminary pretax gain on the divestiture of $3,228 during the second quarter of 2024. In the third quarter of 2024, the Company paid a final net working capital settlement of $1,805 to Black Diamond, resulting in a net pretax gain of $1,423 for the nine-month period ended September 29, 2024, which is included in “Loss on divestiture of business” in the Company’s Condensed Consolidated Statements of Income. The Company used the majority of the cash proceeds from the sale to pay down debt.

On January 26, 2023, the Company completed the sale of its Sonoco Sustainability Solutions (“S3”) business, a provider of customized waste and recycling management programs and part of the Company’s Industrial Paper Packaging segment, to Northstar Recycling Co. In the second quarter of 2024, upon resolution of certain contingencies, the Company received cash proceeds and recognized an additional pretax gain of $1,250 on the sale. These gains are included in “Loss on divestiture of business” in the Company’s Condensed Consolidated Statements of Income for their respective periods.

The sales of these operations did not represent a strategic shift for the Company and did not have a major effect on its operations or financial results. Consequently, these sales did not meet the criteria for reporting as discontinued operations.

Additional Ownership Investment

During the second quarter of 2024, the Company increased its ownership interest in a small South Carolina-based designer and manufacturer of sustainable protective packaging solutions from 20.5% to 39.9%. The Company acquired its initial ownership interest in June 2022. The Company’s preferred stock investment increased by $18,512, which included a $10,000 cash payment, a $5,400 remeasurement of the fair value of the existing investment, and a $2,500 conversion of the carrying value of the outstanding convertible notes into a preferred stock investment, which yielded a $467 fair value increase and a $145 increase for interest income earned. The outstanding preferred stock investment at both September 28, 2025 and December 31, 2024 was $21,212 and is included within “Other assets” in the Company’s Condensed Consolidated Balance Sheet. The remeasurement of the carrying value of the historical investment to fair value resulted in a gain of $5,867 and interest income of $145 in the second quarter of 2024. These are included in “Other (expense)/income, net” and “Interest income,” respectively, in the Company’s Condensed Consolidated Statements of Income for the nine months ended September 29, 2024.

Acquisition, Integration, and Divestiture-Related Costs

Acquisition, integration, and divestiture-related costs from continuing operations during the three- and nine-month periods ended September 28, 2025 and September 29, 2024 were recorded in the Company’s Condensed Consolidated Statements of Income as follows:

16

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

			Three Months Ended												Nine Months Ended
			September 28, 2025						September 29, 2024						September 28, 2025						September 29, 2024
Cost of sales			$	159					$	—					$	18,200					$	—
Selling, general and administrative expenses			9,159						15,605						29,545						43,201
Interest expense			—						30,181						—						30,181
Total acquisition, integration, and divestiture-related costs			$	9,318					$	45,786					$	47,745					$	73,382

Acquisition, integration, and divestiture-related costs included in “Selling, general and administrative expenses” consist primarily of legal and professional fees, representation and warranty insurance premiums, as well as employee-related costs, and other integration activity costs, while such costs included in “Cost of sales” consist primarily of amortization of the fair value step-up of finished goods inventory. Acquisition, integration, and divestiture-related costs included in “Interest expense” include losses on treasury lock derivative instruments and amortization of financing fees related to debt instruments associated with the financing of the Eviosys acquisition.

Note 5: Shareholders’ Equity

Earnings per Share

The following table sets forth the computation of basic and diluted earnings per share:

						Three Months Ended												Nine Months Ended
						September 28, 2025						September 29, 2024						September 28, 2025						September 29, 2024
Numerator:
Net income from continuing operations						$	123,065					$	31,391					$	241,033					$	124,314
Net (income)/loss from continuing operations attributable to noncontrolling interests						(147)						(241)						17						(399)
Net income from continuing operations attributable to Sonoco						$	122,918					$	31,150					$	241,050					$	123,915
Net income attributable to Sonoco						$	122,918					$	50,921					$	670,770					$	206,909
Denominator:
Weighted average common shares outstanding:
Basic						99,182						98,683						99,098						98,616
Dilutive effect of shared-based compensation						466						584						421						605
Diluted						99,648						99,267						99,519						99,221
Per common share:
Basic earnings per common share:
Net income from continuing operations						$	1.24					$	0.32					$	2.43					$	1.26
Net income attributable to Sonoco						$	1.24					$	0.52					$	6.77					$	2.10
Diluted earnings per common share:
Net income from continuing operations						$	1.23					$	0.31					$	2.42					$	1.25
Net income attributable to Sonoco						$	1.23					$	0.51					$	6.74					$	2.09
Cash dividends						$	0.53					$	0.52					$	1.58					$	1.55

No adjustments were made to “Net income attributable to Sonoco” in the computations of net income attributable to Sonoco per common share.

17

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

Anti-dilutive Securities

Potentially dilutive securities are calculated in accordance with the treasury stock method, which assumes the proceeds from the exercise of all dilutive stock appreciation rights (“SARs”) are used to repurchase the Company’s common stock. Certain SARs are not dilutive because either the exercise price is greater than the average market price of the stock during the reporting period or assumed repurchases from proceeds from the exercise of the SARs were anti-dilutive. These SARs may become dilutive in the future if the market price of the Company’s common stock appreciates.

The average numbers of SARs that were anti-dilutive and, therefore, not included in the computation of diluted earnings per share during the three- and nine-month periods ended September 28, 2025 and September 29, 2024 were as follows (in thousands):

Three Months Ended

Nine Months Ended

September 28, 2025

September 29, 2024

September 28, 2025

September 29, 2024

Anti-dilutive stock appreciation rights

496

455

520

378

Stock Repurchases

On April 20, 2021, the Company’s Board of Directors (the “Board”) authorized the repurchase of the Company’s common stock in an aggregate amount of up to $350,000. Following several repurchase transactions in 2021, a total of $137,972 remained available for share repurchases under this authorization as of December 31, 2021. Subsequent to 2021, no additional shares have been repurchased under this authorization.

The Company regularly repurchases shares of its common stock to satisfy employee tax withholding obligations in association with certain share-based compensation awards. These repurchases, which are not part of a publicly announced plan or program, totaled 220 shares during the nine-month period ended September 28, 2025, at a cost of $10,580, and 163 shares during the nine-month period ended September 29, 2024, at a cost of $9,172.

Dividend Declarations

On February 12, 2025, the Board declared a regular quarterly dividend of $0.52 per share. This dividend was paid on March 10, 2025 to all shareholders of record as of February 26, 2025.

On April 16, 2025, the Board declared a regular quarterly dividend of $0.53 per share. This dividend was paid on

June 10, 2025 to all shareholders of record as of May 9, 2025.

On July 16, 2025, the Board declared a regular quarterly dividend of $0.53 per share. This dividend is payable on September 10, 2025 to all shareholders of record as of August 8, 2025.

On October 14, 2025, subsequent to the end of the quarter, the Board declared a regular quarterly dividend of $0.53 per share. This dividend is payable on December 10, 2025 to all shareholders of record as of November 10, 2025.

18

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

Note 6: Restructuring and Asset Impairments

Due to its geographic footprint and the cost-competitive nature of its businesses, the Company is continually seeking more cost-effective means and structures to serve its customers and to respond to significant changes in its markets. As such, plant closures in connection with footprint rationalization and headcount reductions are an important component of the Company’s cost control initiatives. The amount of these costs can vary significantly from quarter to quarter and from year to year depending upon the scope, nature, and location of the restructuring activities.

Set forth below are the total restructuring and asset impairment charges, net of adjustments, recognized during the periods presented:

						Three Months Ended												Nine Months Ended
						September 28, 2025						September 29, 2024						September 28, 2025						September 29, 2024
Restructuring and restructuring-related asset impairment charges						$	48,388					$	6,149					$	71,721					$	55,122
Other asset impairments						—						—						—						—
Restructuring/Asset impairment charges						$	48,388					$	6,149					$	71,721					$	55,122

The table below sets forth restructuring and restructuring-related asset impairment charges by type incurred:

						Three Months Ended												Nine Months Ended
						September 28, 2025						September 29, 2024						September 28, 2025						September 29, 2024
Severance and Termination Benefits						$	37,865					$	1,378					$	51,230					$	24,649
Asset Impairment/Disposal of Assets						5,074						2,268						11,556						21,288
Other Costs						5,449						2,503						8,935						9,185
Total restructuring and restructuring-related asset impairment charges						$	48,388					$	6,149					$	71,721					$	55,122

The table below sets forth restructuring and restructuring-related asset impairment charges attributable to each reportable segment, the All Other group of businesses, and Corporate-related activity:

						Three Months Ended												Nine Months Ended
						September 28, 2025						September 29, 2024						September 28, 2025						September 29, 2024
Consumer Packaging						$	34,885					$	2,468					$	37,623					$	16,661
Industrial Paper Packaging						11,323						3,798						32,092						34,138
All Other						—						—						(16)						1,362
Corporate						2,180						(117)						2,022						2,961
Total restructuring and restructuring-related asset impairment charges						$	48,388					$	6,149					$	71,721					$	55,122

Restructuring and restructuring-related asset impairment charges are included in “Restructuring/Asset impairment charges” in the Company’s Condensed Consolidated Statements of Income.

19

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

The following table sets forth the activity in the restructuring accrual included in “Accrued expenses and other payables” in the Company’s Condensed Consolidated Balance Sheets:

						Severance and Termination Benefits						Asset Impairments/ Disposal of Assets						Other Costs						Total
Accrual Activity
Liability at December 31, 2024						$	24,034					$	—					$	909					$	24,943
2025 charges						51,230						11,556						8,935						71,721
Cash (payments)/receipts						(27,023)						4,295						(6,122)						(28,850)
Asset write downs/disposals						—						(15,851)						—						(15,851)
Foreign currency translation						842						—						324						1,166
Liability at September 28, 2025						$	49,083					$	—					$	4,046					$	53,129

“Severance and Termination Benefits” during the nine-month period ended September 28, 2025 includes the cost of severance for approximately 370 employees whose positions were eliminated in conjunction with the Company’s ongoing organizational effectiveness efforts, as well as severance costs related to the closures of metal can facilities in France and Spain, part of the Consumer Packaging segment, and the closures of a paper mill in Mexico, cone facilities in China and Mexico, and partitions facilities in Maine and California, all part of the Industrial Paper Packaging segment.

“Asset Impairment/Disposal of Assets” during the nine-month period ended September 28, 2025 consists primarily of asset write-offs related to the closures of the paper mill in Mexico, the cone facilities in China and Mexico, and the partitions facilities in Maine and California, all part of the Industrial Paper Packaging segment, and the closure of the metal packaging facility in France, part of the Consumer Packaging segment.

“Other Costs” during the nine-month period ended September 28, 2025 consists primarily of equipment removal, utilities, plant security, property taxes, insurance and environmental remediation costs related to the prior year’s closure of the Company’s paper mill in Washington, costs related to the current year’s closures of the metal can facilities in France and Spain and the paper mill in Mexico, and ongoing facility carrying costs of previously announced plant closures.

The Company expects to pay the majority of the remaining restructuring reserves by the end of 2026 using cash generated from operations. The Company also expects to recognize future additional charges totaling approximately $16,000 in connection with previously announced restructuring actions and believes that the majority of these charges will be incurred and paid by the end of 2026. The Company continually evaluates its cost structure, including its manufacturing capacity, and additional restructuring actions are likely to be undertaken.

20

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

Note 7: Accumulated Other Comprehensive Income/(Loss)

The following table summarizes the components of accumulated other comprehensive income/(loss) and the changes in the balances of each component of accumulated other comprehensive income/(loss), net of tax as applicable, for the nine-month periods ended September 28, 2025 and September 29, 2024:

						Foreign Currency Items						Defined Benefit Pension Items						Gains and Losses on Cash Flow Hedges						Accumulated Other Comprehensive Income/(Loss)
Balance at December 31, 2024						$	(410,931)					$	(90,613)					$	(1,190)					$	(502,734)
Other comprehensive income before reclassifications						453,661						2,007						1,821						457,489
Amounts reclassified from accumulated other comprehensive loss to net income						51,747						2,169						348						54,264
Other comprehensive income						505,408						4,176						2,169						511,753
Balance at September 28, 2025						$	94,477					$	(86,437)					$	979					$	9,019
Balance at December 31, 2023						$	(267,578)					$	(99,627)					$	943					$	(366,262)
Other comprehensive loss before reclassifications						(20,387)						(253)						(1,499)						(22,139)
Amounts reclassified from accumulated other comprehensive loss to net income						2,913						3,411						67						6,391
Other comprehensive (loss)/income						(17,474)						3,158						(1,432)						(15,748)
Balance at September 29, 2024						$	(285,052)					$	(96,469)					$	(489)					$	(382,010)

21

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

The following table summarizes the effects on net income of significant amounts reclassified from each component of accumulated other comprehensive income/(loss) for the three- and nine-month periods ended September 28, 2025 and September 29, 2024:

						Amount Reclassified from Accumulated Other Comprehensive Income/(Loss)
						Three Months Ended									Nine Months Ended
Details about Accumulated Other Comprehensive Income/(Loss) Components						September 28, 2025			September 29, 2024						September 28, 2025			September 29, 2024						Affected Line Item in the Condensed Consolidated Statements of Income
Foreign currency items
Currency translation adjustment loss on TFP sale(a)						$	—		$	—					$	(47,955)		$	—					Net income from discontinued operations
Currency translation adjustment loss on Venezuela sale(a)						—			—						(3,792)			—						Loss on divestiture of business
Currency translation adjustment loss on Protexic sale(a)						—			—						—			(2,913)						Loss on divestiture of business
						—			—						(51,747)			(2,913)						Net income
Gains/(losses) on cash flow hedges
Foreign exchange contracts(b)						(729)			(513)						1,038			153						Net sales
Foreign exchange contracts(b)						(1,129)			(86)						(1,321)			(225)						Cost of sales
Commodity contracts(b)						(175)			(21)						(175)			(21)						Cost of sales
						(2,033)			(620)						(458)			(93)						Income from continuing operations before income taxes
Income tax impact						520			185						110			26						Provision for income taxes
						(1,513)			(435)						(348)			(67)						Net income
Defined benefit pension items
Effect of settlement loss(c)						—			(18)						—			(529)						Non-operating pension costs
Amortization of defined benefit pension items(c)						(986)			(1,198)						(2,884)			(3,627)						Non-operating pension costs
						(986)			(1,216)						(2,884)			(4,156)						Income from continuing operations before income taxes
Income tax impact						264			108						715			745						Provision for income taxes
						(722)			(1,108)						(2,169)			(3,411)						Net income
Total reclassifications for the period						$	(2,235)		$	(1,543)					$	(54,264)		$	(6,391)					Net income

(a) See Note 4 for additional details.

(b) See Note 11 for additional details.

(c) See Note 13 for additional details.

22

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

The following table summarizes the before- and after-tax amounts for the various components of other comprehensive income/(loss) for the three-month periods ended September 28, 2025 and September 29, 2024:

						Three Months Ended September 28, 2025												Three Months Ended September 29, 2024
						Before Tax Amount			Tax (Expense) Benefit			After Tax Amount						Before Tax Amount			Tax (Expense) Benefit			After Tax Amount
Foreign currency items:
Other comprehensive (loss)/income before reclassifications						$	(4,025)		$	(4,104)		$	(8,129)					$	30,458		$	4,753		$	35,211
Amounts reclassified from accumulated other comprehensive income/(loss) to net income(a)						—			—			—						—			—			—
Net other comprehensive (loss)/income from foreign currency items						(4,025)			(4,104)			(8,129)						30,458			4,753			35,211
Defined benefit pension items:
Other comprehensive loss before reclassifications						(34)			9			(25)						(82)			10			(72)
Amounts reclassified from accumulated other comprehensive income/(loss) to net income(b)						986			(264)			722						1,216			(108)			1,108
Net other comprehensive income from defined benefit pension items						952			(255)			697						1,134			(98)			1,036
Gains and losses on cash flow hedges:
Other comprehensive loss before reclassifications						(2,838)			413			(2,425)						(465)			90			(375)
Amounts reclassified from accumulated other comprehensive income/(loss) to net income(c)						2,033			(520)			1,513						620			(185)			435
Net other comprehensive (loss)/income from cash flow hedges						(805)			(107)			(912)						155			(95)			60
Other comprehensive (loss)/income						$	(3,878)		$	(4,466)		$	(8,344)					$	31,747		$	4,560		$	36,307

(a) See Note 4 for additional details.

(b) See Note 13 for additional details.

(c) See Note 11 for additional details.

23

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

The following table summarizes the before- and after-tax amounts for the various components of other comprehensive income/(loss) for the nine-month periods ended September 28, 2025 and September 29, 2024:

						Nine Months Ended September 28, 2025												Nine Months Ended September 29, 2024
						Before Tax Amount			Tax (Expense) Benefit			After Tax Amount						Before Tax Amount			Tax (Expense) Benefit			After Tax Amount
Foreign currency items:
Other comprehensive income/(loss) before reclassifications						$	399,075		$	54,586		$	453,661					$	(21,610)		$	1,223		$	(20,387)
Amounts reclassified from accumulated other comprehensive income/(loss) to net income(a)						51,747			—			51,747						2,913			—			2,913
Net other comprehensive income/(loss) from foreign currency items						450,822			54,586			505,408						(18,697)			1,223			(17,474)
Defined benefit pension items:
Other comprehensive income/(loss) before reclassifications						2,645			(638)			$	2,007					(287)			34			(253)
Amounts reclassified from accumulated other comprehensive income/(loss) to net income(b)						2,884			(715)			2,169						4,156			(745)			3,411
Net other comprehensive income from defined benefit pension items						5,529			(1,353)			4,176						3,869			(711)			3,158
Gains and losses on cash flow hedges:
Other comprehensive income/(loss) before reclassifications						2,405			(584)			$	1,821					(2,073)			574			(1,499)
Amounts reclassified from accumulated other comprehensive income/(loss) to net income(c)						458			(110)			348						93			(26)			67
Net other comprehensive income/(loss) from cash flow hedges						2,863			(694)			2,169						(1,980)			548			(1,432)
Other comprehensive income/(loss)						$	459,214		$	52,539		$	511,753					$	(16,808)		$	1,060		$	(15,748)

(a) See Note 4 for additional details.

(b) See Note 13 for additional details.

(c) See Note 11 for additional details.

24

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

Note 8: Goodwill and Other Intangible Assets

Goodwill

A summary of the changes in goodwill for the nine-month period ended September 28, 2025 is as follows: 

						Consumer Packaging						Industrial Paper Packaging						All Other						Total
Goodwill at December 31, 2024						$	1,807,971					$	486,636					$	231,050					$	2,525,657
Divestitures						—						(2,043)						—						(2,043)
Reclassified to assets held for sale						—						—						(173,394)						(173,394)
Measurement period adjustments						(53,699)						—						—						(53,699)
Foreign currency translation						157,421						21,844						(2,419)						176,846
Goodwill at September 28, 2025						$	1,911,693					$	506,437					$	55,237					$	2,473,367

Goodwill activity reflected under the caption “Measurement period adjustments” relates to the December 2024 acquisition of Eviosys. Goodwill activity reflected under the caption “Divestitures” relates to the April 2025 sale of a small recycling business in Asheville, North Carolina. See Note 4 for additional information.

As of September 28, 2025, the Company has reclassified $173,394 of goodwill related to ThermoSafe, part of the All Other group of businesses, to assets held for sale. See Note 1 for additional information.

The Company assesses goodwill for impairment annually during the third quarter, or from time to time when warranted by the facts and circumstances surrounding individual reporting units or the Company as a whole. The Company completed its most recent annual goodwill impairment testing during the third quarter of 2025 and analyzed certain qualitative and quantitative factors in determining whether a goodwill impairment existed. The Company’s assessments reflected a number of significant management assumptions and estimates including the Company’s forecast of sales growth, EBITDA, and discount rates. Changes in these assumptions could materially impact the Company’s conclusions. Based on its assessments, the Company concluded that there was no impairment of goodwill for any of its reporting units.

Although no reporting units failed the annual impairment test, in management’s opinion, the goodwill balances of the Metal Packaging EMEA and Global Paper Products Asia Pacific (“APAC”) reporting units are at risk of impairment in the near term if the reporting unit’s operations do not perform in line with management’s expectations, or if there is a negative change in the long-term financial outlook for the reporting unit or in other factors such as the discount rate. In the case of Metal Packaging EMEA, the lower differential between the fair value and carrying value of the reporting unit is due to the acquisition of Eviosys in December 2024, at which time the majority of assets and liabilities acquired were recorded at fair value.

In the annual goodwill impairment analysis completed during the third quarter of 2025, projected future cash flows for the Metal Packaging EMEA and Global Paper Products APAC reporting units were discounted at 12.0% and 13.0%, respectively, and their estimated fair values were determined to exceed their individual carrying values by approximately 3.1% and 9.0%, respectively.

Based on equal weighting of the income and market approaches and holding other valuation assumptions constant, the discount rates for the Metal Packaging EMEA and Global Paper Products APAC reporting units would have to increase to 12.7% and 15.4%, respectively, or projected EBITDA across all future periods would have to be reduced approximately 3.0% and 8.4%, respectively, in order for the estimated fair values of the reporting units to fall below carrying values. At September 28, 2025, the total goodwill associated with the Metal Packaging EMEA and Global Paper Products APAC reporting unit was $1,361,339 and $26,721, respectively.

During the time subsequent to the annual evaluation, and at September 28, 2025, the Company considered whether any events and/or changes in circumstances had resulted in the likelihood that the goodwill of any of its reporting units may have been impaired. It is management’s opinion that no such events and/or changes in circumstances have occurred.

25

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

Other Intangible Assets

A summary of other intangible assets as of September 28, 2025 and December 31, 2024 is as follows:    

						September 28, 2025						December 31, 2024
Other Intangible Assets, gross:
Patents						$	29,373					$	28,941
Customer lists						2,886,182						2,679,372
Trade names						28,306						38,623
Proprietary technology						233,413						226,936
Other						2,043						2,339
Total Other Intangible Assets, gross						$	3,179,317					$	2,976,211
Accumulated Amortization:
Patents						$	(17,902)					$	(15,955)
Customer lists						(392,286)						(332,680)
Trade names						(11,934)						(13,239)
Proprietary technology						(34,839)						(26,203)
Other						(1,233)						(1,436)
Total Accumulated Amortization						(458,194)						(389,513)
Other Intangible Assets, net						$	2,721,123					$	2,586,698

During the nine-month period ended September 28, 2025, the Company recorded measurement period adjustments related to the December 2024 acquisition of Eviosys that increased the previously reported fair value of customer lists by $42,379. The effect on amortization expense in the prior period was immaterial. In addition, the Company wrote off other intangible assets, primarily customer lists, with a net book value of $1,455 as a result of the divestiture of a small recycling business in Asheville, North Carolina. See Note 4 for additional information.

In conjunction with the pending sale of ThermoSafe, the Company reclassified intangible assets with a net book value of $9,430 to “Assets held for sale” at September 28, 2025. The gross value of these intangible assets, which consisted primarily of customer lists and trade names, was $89,703 and the accumulated amortization was $(80,273). See Note 1 for additional information.

Other intangible assets are amortized using the straight-line method over their respective useful lives when management has determined that the straight-line method approximates the pattern of consumption of the respective intangible assets or in relation to the asset’s specific pattern of consumption if management has determined that the straight-line method does not provide a fair approximation of the consumption of benefits. These lives generally range from three to twenty years. The Company has no intangible assets with indefinite lives.

Aggregate amortization expense was $49,034 and $17,624 for the three-month periods ended September 28, 2025 and September 29, 2024, respectively, and $135,188 and $52,997 for the nine-month periods ended September 28, 2025 and September 29, 2024, respectively. Amortization expense on other intangible assets is expected to total approximately $181,300 in 2025, $179,600 in 2026, $178,900 in 2027, $178,600 in 2028 and $176,300 in 2029.

Note 9: Supply Chain Financing

The Company facilitates voluntary supply chain financing programs (the “SCF Programs”) to provide certain of its suppliers with the opportunity to sell receivables due from the Company to the participating financial institutions in the programs. Such sales are conducted at the sole discretion of both the suppliers and the financial institutions on a nonrecourse basis at a rate that leverages the Company’s credit rating and thus might be more beneficial to the supplier. No guarantees are provided by the Company or any of its subsidiaries under the SCF Programs. The Company’s responsibility under the agreements is limited to making payment to the financial institutions for confirmed invoices based on the terms originally negotiated with its suppliers. Both the Company and the financial institutions have the right to terminate the SCF Programs by providing 30 days prior written notice to the other party. The Company does not enter into any agreements with suppliers regarding their participation in the SCF Programs.

26

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

The following table sets forth the balance sheet location and values of the obligations under the Company’s SCF Programs at September 28, 2025 and December 31, 2024:

Balance Sheet Line Item						September 28, 2025						December 31, 2024
Payable to suppliers(a)						$	31,965					$	28,496

(a) The payment of these obligations is included in net cash provided by operating activities in the Company’s Condensed Consolidated Statements of Cash Flows.

Note 10: Debt

Details of the Company’s debt at September 28, 2025 and December 31, 2024 are as follows:

			September 28, 2025						December 31, 2024
Commercial paper			$	90,000					$	—
364-Day term loan due December 2025			—						1,493,568
Term loan due December 2026			699,059						698,167
Syndicated term loan due August 2028			498,154						497,674
1.800% notes due February 2025			—						399,933
4.450% notes due September 2026			498,264						496,869
2.250% notes due February 2027			299,311						298,930
4.600% notes due September 2029			595,392						594,519
3.125% notes due May 2030			597,381						596,958
2.850% notes due February 2032			496,689						496,302
5.000% notes due September 2034			690,585						689,802
5.750% notes due November 2040			536,306						536,282
Other foreign denominated debt			72,822						155,048
Finance lease obligations			64,351						67,628
Other debt			18,265						18,341
Total debt			5,156,579						7,040,021
Less: Notes payable and current portion of long-term debt			(1,368,899)						(2,054,525)
Long-term debt			$	3,787,680					$	4,985,496

On February 3, 2025, the Company repaid the $400,000 aggregate principal amount of its 1.800% notes due February 2025 upon maturity using proceeds from the issuance of commercial paper.

On April 3, 2025, the Company repaid the outstanding $1,500,000 principal amount of borrowings under its 364-day term loan facility using a portion of the cash proceeds from the sale of TFP.

The outstanding $700,000 principal amount of borrowings under the term loan due December 2026 will become payable upon completion of the ThermoSafe divestiture. Accordingly, the net obligation of $699,059 has been classified as “Notes payable and current portion of long-term debt” in the Company’s Condensed Consolidated Balance Sheet at September 28, 2025.

Included in “Other foreign denominated debt” at September 28, 2025 and December 31, 2024 are $235 and $73,487, respectively, of transfers of certain trade receivables of Eviosys to third-party financial institutions for which the requirements to be accounted for as true sale in accordance with the guidance under ASC 860, “Transfers and Servicing,” were not met. Additions to and settlements of these obligations are reflected as “Proceeds from issuance of debt” and “Principal repayment of debt,” respectively, in “Net cash (used)/provided by financing activities” in the Company’s Condensed Consolidated Statements of Cash Flows.

27

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

The Company maintains a revolving credit facility with total commitments of $1,250,000 and a maturity date of May 3, 2029. The Company’s $1,250,000 commercial paper program is supported by the revolving credit facility. At September 28, 2025, the Company had $90,000 in commercial paper balances outstanding; accordingly, the committed capacity available for drawdown under its revolving credit facility at September 28, 2025 was $1,160,000.

Certain of the Company’s debt agreements impose restrictions with respect to the maintenance of financial ratios and the disposition of assets. The most restrictive covenants currently require the Company to maintain a minimum level of interest coverage and a minimum level of net worth, as defined in the agreements. As of September 28, 2025, the Company’s interest coverage and net worth were substantially above the minimum levels required under these covenants.

Note 11: Financial Instruments and Derivatives

The following table sets forth the carrying amounts and fair values of the Company’s significant financial instruments for which the carrying amount differs from the fair value.

						September 28, 2025												December 31, 2024
						Carrying Amount						Fair Value						Carrying Amount						Fair Value
Long-term debt, net of current portion						$	3,787,680					$	3,725,580					$	4,985,496					$	4,800,455

The carrying value of cash and cash equivalents and short-term debt approximates fair value. The fair value of long-term debt is determined based on recent trade information in the financial markets of the Company’s public debt or is determined by discounting future cash flows using interest rates available to the Company for issues with similar terms and maturities which is considered a Level 2 fair value measurement.

Cash Flow Hedges

At September 28, 2025 and December 31, 2024, the Company had derivative financial instruments outstanding to hedge anticipated transactions and certain asset and liability related cash flows. These contracts, which have maturities ranging from October 2025 to September 2027, qualify as cash flow hedges under GAAP. For derivative instruments that are designated and qualify as a cash flow hedge, the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item. Cash flows from derivative financial instruments designated as cash flow hedges are classified as cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows.

Commodity Cash Flow Hedges

Certain derivative contracts entered into to manage the cost of anticipated purchases of natural gas and aluminum have been designated by the Company as cash flow hedges. At September 28, 2025, there were no designated natural gas swaps covering anticipated natural gas usage in 2025. The Company has designated swap contracts covering 6,916 metric tons of aluminum as cash flow hedges. These contracts represented approximately 63.6% of anticipated aluminum usage for 2025. The fair value of the Company’s commodity cash flow hedges netted to a gain position of $358 and a gain position of $652 at September 28, 2025 and December 31, 2024, respectively. The amount of the gain included in accumulated other comprehensive income at September 28, 2025 expected to be reclassified to the income statement during the next twelve months is $288. The Company also has certain natural gas derivatives contracts that are not designated as cash flow hedges. See “Non-Designated Derivatives” below for a discussion of these hedges.

28

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

Foreign Currency Cash Flow Hedges

The Company has entered into forward contracts to hedge certain anticipated foreign currency denominated sales and purchases expected to occur from October 2025 to January 2027. The net positions of these contracts at September 28, 2025 were as follows (in thousands):

Currency			Action			Quantity
USD Contracts
Colombian peso			purchase			6,855,645
Mexican peso			purchase			103,800
Danish krone			purchase			40,513
Polish zloty			purchase			37,994
Czech koruna			purchase			28,535
Turkish lira			purchase			37,938
Euro			purchase			984
Canadian dollar			purchase			417
Swedish krona			sell			(1,712)
British pound			sell			(3,345)
Euro Contracts
Hungarian forint			purchase			1,236,677
Polish zloty			purchase			49,379
British pound			purchase			5,326
Swiss franc			purchase			2,274
USD			purchase			1,590

The fair value of foreign currency cash flow hedges related to forecasted sales and purchases netted to a gain position of $1,354 and a loss position of $(1,841) at September 28, 2025 and December 31, 2024, respectively. Gains of $1,352 are expected to be reclassified from accumulated other comprehensive income to the income statement during the next twelve months.

29

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

Net Investment Hedge

In 2023, the Company became a party to cross-currency swap agreements with a total notional amount of $500,000 to effectively convert a portion of the Company’s fixed-rate U.S. dollar denominated debt, including the semi-annual interest payments, to fixed-rate euro-denominated debt. The swap agreements, which had a maturity of December 18, 2026, provided for the Company to receive semi-annual interest payments in U.S. dollars at a fixed rate and to make semi-annual interest payments in euros at a fixed rate. On April 15, 2024, as a result of the strengthening of the U.S. dollar against the euro, as well as a reduction in the differential between U.S. and European interest rates, the Company terminated its swap agreements and received a net cash settlement of $9,068. The foreign currency translation gain of approximately $3,143, net of tax, is included as a component of “Accumulated other comprehensive income/(loss).”

Following the unwind of the swaps, in April 2024 the Company entered into new cross-currency swap agreements with a total notional amount of $500,000, maturing on May 1, 2027, to effectively convert a portion of the Company’s fixed-rate U.S. dollar-denominated debt, including the semi-annual interest payments, to fixed-rate euro-denominated debt.

In December 2024, the Company entered into additional cross-currency swap agreements with a total notional amount of $1,500,000, including $500,000 maturing on September 1, 2026, $500,000 maturing on September 1, 2029, and $500,000 maturing on May 1, 2030. The swaps effectively convert a portion of the Company’s fixed-rate U.S. dollar-denominated debt, including the semi-annual interest payments, to fixed-rate euro-denominated debt at the prevailing market rate at execution.

On June 30, 2025, the Company entered into additional cross-currency swap agreements with a total notional amount of $285,000, maturing on February 1, 2027. The swaps effectively convert a portion of the Company’s fixed-rate U.S. dollar-denominated debt, including the semi-annual interest payments, to fixed-rate euro-denominated debt at the prevailing market rate at execution.

All of the Company’s cross-currency swap agreements are designated as net investment hedges for accounting purposes and have the risk management objective of managing foreign currency risk relating to net investments in certain European subsidiaries denominated in euros.

The gain or loss on the net investment hedge derivative instruments is included in the “Foreign currency translation” component of “Accumulated other comprehensive income/(loss)” until the net investment is sold, diluted, or liquidated. Net interest income on the cross-currency swaps totaling $9,015 and $27,095 for the three- and nine-month periods ended September 28, 2025 are excluded from the net investment hedge effectiveness assessment and are recorded in “Interest expense” in the Company’s Condensed Consolidated Statements of Income. The assumptions used in measuring fair value of the cross-currency swaps are considered level 2 inputs, which are based upon the Euro-to-U.S. dollar exchange rate market.

The fair value of the Company’s net investment hedges was a loss position of $(202,145) and a gain position of $11,919 at September 28, 2025 and December 31, 2024, respectively. A foreign currency translation loss of $(150,598) (net of income taxes of $51,547) and a gain of $8,880 (net of income taxes of $3,039) were reported as components of “Accumulated other comprehensive income/(loss)” within “Foreign currency items” at September 28, 2025 and December 31, 2024, respectively.

Non-Designated Derivatives

The Company routinely enters into other derivative contracts which are not designated for hedge accounting treatment under ASC 815, “Derivatives and Hedging.” As such, changes in fair value of these non-designated derivatives are recorded directly to income and expense in the periods that they occur. Cash flows from derivative financial instruments not designated as hedges are classified as cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows.

30

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

Foreign Currency Hedges

The Company routinely enters into forward contracts or swaps to economically hedge the currency exposure of intercompany debt and foreign currency denominated receivables and payables. The net currency positions of these non-designated contracts at September 28, 2025, were as follows (in thousands):

Currency			Action			Quantity
USD Contracts
Colombian peso			purchase			66,638,516
Indonesian rupiah			purchase			6,386,142
Mexican peso			purchase			300,958
Turkish lira			purchase			15,549
Canadian dollar			purchase			2,322
Euro			sell			(9)
British pound			sell			(48)
Czech koruna			sell			(28,535)
Thai baht			sell			(33,503)
Euro Contracts
Hungarian forint			purchase			426,973
Moroccan Dirham			sell			(615)
USD			sell			(1,918)
British pound			sell			(10,322)
Polish zloty			sell			(121,195)
Thai baht			sell			(562,301)

Commodity Hedges

The Company has entered into non-designated derivative contracts to manage the cost of anticipated purchases of natural gas. At September 28, 2025, these contracts consisted of natural gas swaps covering approximately 3.5 million metric million British thermal units (“MMBTUs”) and represented approximately 87.7% of anticipated usage in North America for the remainder of 2025.

31

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

Interest Rate Hedges

On August 29, 2024, in anticipation of the registered public offering of $1,800,000 aggregate principal amount of senior unsecured notes of the Company (the “Notes”), the Company entered into treasury lock derivative instruments with eleven banks, with a total notional principal amount of $900,000. These instruments had the risk management objective of reducing the Company’s exposure to increases in the underlying Treasury index up to the date of pricing of the Notes. The derivatives were settled when the Notes priced on September 17, 2024, with the Company recognizing a loss on the settlement of $(11,088). The loss is included in “Interest expense” in the Company’s Condensed Consolidated Statements of Income for the year ended December 31, 2024.

The fair value of the Company’s non-designated derivatives position was a gain of $121 and a loss of $(2,694) at September 28, 2025 and December 31, 2024, respectively.

The following table sets forth the location and fair values of the Company’s derivative instruments at September 28, 2025 and December 31, 2024:

Description						Balance Sheet Location						September 28, 2025						December 31, 2024
Derivatives designated as hedging instruments:
Commodity Contracts						Prepaid expenses						$	539					$	671
Commodity Contracts						Other Assets						70						—
Commodity Contracts						Accrued expenses and other payables						(251)						(19)
Foreign Exchange Contracts						Prepaid expenses						3,294						2,068
Foreign Exchange Contracts						Other Assets						2						—
Foreign Exchange Contracts						Accrued expenses and other payables						(1,942)						(3,909)
Net investment hedge						Prepaid expenses						18,953						26,833
Net investment hedge						Other Assets						—						1,845
Net investment hedge						Accrued expenses and other payables						(56,713)						—
Net investment hedge						Other Liabilities						(164,385)						(16,759)
Derivatives not designated as hedging instruments:
Commodity Contracts						Prepaid expenses						199						961
Commodity Contracts						Other Assets						144						—
Commodity Contracts						Accrued expenses and other payables						(1,104)						(574)
Commodity Contracts						Other Liabilities						(34)						—
Foreign Exchange Contracts						Prepaid expenses						1,669						(59)
Foreign Exchange Contracts						Accrued expenses and other payables						(753)						(3,022)

While certain of the Company’s derivative contract arrangements with its counterparties provide for the ability to settle contracts on a net basis, the Company reports its derivative positions on a gross basis. There are no collateral arrangements or requirements in these agreements.

32

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

The following tables set forth the effect of the Company’s derivative instruments on financial performance for the three-month periods ended September 28, 2025 and September 29, 2024, excluding the amount of foreign currency cash flow hedges that were reclassified from accumulated other comprehensive income/(loss) to the carrying value of the capitalized expenditures:

Description						Amount of Gain or (Loss) Recognized in OCI on Derivatives						Location of Gain or (Loss) Reclassified from Accumulated OCI Into Income						Amount of Gain or (Loss) Reclassified from Accumulated OCI Into Income
Derivatives in Cash Flow Hedging Relationships:
Three-month period ended September 28, 2025
Foreign Exchange Contracts						$	(3,279)					Net sales						$	(729)
												Cost of sales						(1,129)
Commodity Contracts						441						Cost of sales						(175)
Three-month period ended September 29, 2024
Foreign Exchange Contracts						$	(444)					Net sales						$	(513)
												Cost of sales						(86)
Commodity Contracts						(21)						Cost of sales						(21)

 

Description

Gain or (Loss) Recognized

Location of Gain or (Loss) Recognized in Income Statement

Derivatives not Designated as Hedging Instruments:

Three-month period ended September 28, 2025

Commodity Contracts

$

(2,597)

Cost of sales

Foreign Exchange Contracts

(1,065)

Selling, general and administrative

Three-month period ended September 29, 2024

Commodity Contracts

$

(1,377)

Cost of sales

Foreign Exchange Contracts

(1,573)

Selling, general and administrative

						Three-month period ended September 28, 2025									Three-month period ended September 29, 2024
Description						Revenue			Cost of sales						Revenue			Cost of sales
Total amount of income and expense line items presented in the Condensed Consolidated Statements of Income						$	(729)		$	(1,304)					$	(513)		$	(107)
Gain or (loss) on cash flow hedging relationships:
Foreign exchange contracts:
Amount of gain or (loss) reclassified from accumulated other comprehensive loss into net income						$	(729)		$	(1,129)					$	(513)		$	(86)
Commodity contracts:
Amount of gain reclassified from accumulated other comprehensive income/(loss) into net income						$	—		$	(175)					$	—		$	(21)

33

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

The following tables set forth the effect of the Company’s derivative instruments on financial performance for the nine-month periods ended September 28, 2025 and September 29, 2024, excluding the amount of foreign currency cash flow hedges that were reclassified from accumulated other comprehensive income/(loss) to the carrying value of the capitalized expenditures:

Description						Amount of Gain or (Loss) Recognized in OCI on Derivatives						Location of Gain or (Loss) Reclassified from Accumulated OCI Into Income						Amount of Gain or (Loss) Reclassified from Accumulated OCI Into Income
Derivatives in Cash Flow Hedging Relationships:
Nine-month period ended September 28, 2025
Foreign Exchange Contracts						$	2,874					Net sales						$	1,038
												Cost of sales						(1,321)
Commodity Contracts						(469)						Cost of sales						(175)
Nine-month period ended September 29, 2024
Foreign Exchange Contracts						$	(2,094)					Net sales						$	153
												Cost of sales						(225)
Commodity Contracts						16						Cost of sales						(21)

 

Description

Gain or (Loss) Recognized

Location of Gain or (Loss) Recognized in Income Statement

Derivatives not Designated as Hedging Instruments:

Nine-month period ended September 28, 2025

Commodity Contracts

$

(1,149)

Cost of sales

Foreign Exchange Contracts

6,046

Selling, general and administrative

Nine-month period ended September 29, 2024

Commodity Contracts

$

(3,465)

Cost of sales

Foreign Exchange Contracts

(4,039)

Selling, general and administrative

						Nine-month period ended September 28, 2025									Nine-month period ended September 29, 2024
Description						Revenue			Cost of sales						Revenue			Cost of sales
Total amount of income and expense line items presented in the Condensed Consolidated Statements of Income						$	1,038		$	(1,496)					$	153		$	(246)
Gain or (loss) on cash flow hedging relationships:
Foreign exchange contracts:
Amount of gain/(loss) reclassified from accumulated other comprehensive income into net income						$	1,038		$	(1,321)					$	153		$	(225)
Commodity contracts:
Amount of gain reclassified from accumulated other comprehensive income into net income						$	—		$	(175)					$	—		$	(21)

34

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

Note 12: Fair Value Measurements

Fair value is defined as an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows:

Level 1 –			Observable inputs such as quoted market prices in active markets;
Level 2 –			Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
Level 3 –			Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

                     

Assets that are calculated at Net Asset Value per share (“NAV”) are not required to be categorized within the fair value hierarchy.

The following table sets forth information regarding the Company’s financial assets and financial liabilities, excluding retirement and postretirement plan assets, measured at fair value on a recurring basis:

Description						September 28, 2025						Assets measured at NAV			Level 1						Level 2						Level 3
Hedge derivatives, net:
Commodity contracts						$	358					$	—		$	—					$	358					$	—
Foreign exchange contracts						1,354						—			—						1,354						—
Net investment hedge						(202,145)						—			—						(202,145)						—
Non-hedge derivatives, net:
Commodity contracts						(795)						—			—						(795)						—
Foreign exchange contracts						916						—			—						916						—
Description						December 31, 2024						Assets measured at NAV			Level 1						Level 2						Level 3
Hedge derivatives, net:
Commodity contracts						$	652					$	—		$	—					$	652					$	—
Foreign exchange contracts						(1,841)						—			—						(1,841)						—
Net investment hedge						11,919						—			—						11,919						—
Non-hedge derivatives, net:
Commodity contracts						387						—			—						387						—
Foreign exchange contracts						(3,081)						—			—						(3,081)						—

As discussed in Note 11, the Company uses derivatives to mitigate the effect of commodity fluctuations, foreign currency fluctuations and, from time to time, interest rate movements. Fair value measurements for the Company’s derivatives are classified under Level 2 because such measurements are estimated based on observable inputs such as interest rates, yield curves, spot and future commodity prices and spot and future exchange rates.

None of the Company’s financial assets or liabilities are measured at fair value using significant unobservable inputs. There were no transfers in or out of Level 1 or Level 2 fair value measurements during the nine-month period ended September 28, 2025.

The Company has an investment in the preferred stock of a nonaffiliated private company. This investment is accounted for under the measurement alternative of cost less impairment, adjusted for any qualifying observable price changes on a non-recurring basis. Observable price changes would consist of Level 2 inputs based on privately negotiated transactions with the nonaffiliated company. The total investment in preferred stock of $21,212 is included in “Other Assets” in the Company’s Condensed Consolidated Balance Sheet as of September 28, 2025.

35

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

The Company measures certain non-financial assets and non-financial liabilities at fair value on a non-recurring basis. See Note 4 for a discussion of assets acquired and liabilities assumed in acquisitions and sold in dispositions, and Note 6 for a discussion of asset impairments associated with restructuring activities. The fair value of assets determined based on third-party appraisals and classified as Level 3 measurements due to the use of significant unobservable inputs was not material at September 28, 2025 or December 31, 2024.

Note 13: Employee Benefit Plans

Retirement Plans and Retiree Health and Life Insurance Plans

The Company provides non-contributory defined benefit pension plans for certain of its employees in the United States, Mexico, Belgium, Germany, France, and Turkey. Following the acquisition of Eviosys on December 4, 2024, the Company now also provides non-contributory defined benefit pension plans for certain of its employees in Italy, Switzerland, Spain, and Ireland. The Company also sponsors contributory defined benefit pension plans covering certain of its employees in the United Kingdom, Canada and the Netherlands, and provides postretirement healthcare and life insurance benefits to a limited number of its retirees and their dependents in the United States and Canada, based on certain age and/or service eligibility requirements.

The components of net periodic benefit cost/(income) include the following:

						Three Months Ended												Nine Months Ended
						September 28, 2025						September 29, 2024						September 28, 2025						September 29, 2024
Retirement Plans
Service cost						$	1,327					$	1,233					$	3,889					$	2,523
Interest cost						5,404						4,340						15,985						14,175
Expected return on plan assets						(3,462)						(2,740)						(10,087)						(8,312)
Amortization of prior service cost						203						220						600						660
Amortization of net actuarial loss						979						1,106						2,866						3,350
Effect of settlement loss						—						18						—						529
Net periodic benefit cost						$	4,451					$	4,177					$	13,253					$	12,925
Retiree Health and Life Insurance Plans
Service cost						$	33					$	45					$	99					$	133
Interest cost						229						228						682						685
Expected return on plan assets						(103)						(97)						(307)						(292)
Amortization of prior service cost						93						95						278						287
Amortization of net actuarial gain						(289)						(223)						(860)						(670)
Net periodic benefit (income)/cost						$	(37)					$	48					$	(108)					$	143

Settlement Charges

The Company recognized settlement charges of $18 and $529 during the three- and nine-month periods ended September 29, 2024, respectively. These charges resulted from payments made to certain participants in the Company’s non-union Canadian pension plan who elected a lump sum distribution option upon retirement.

Contributions

The Company made aggregate contributions of $16,734 and $14,680 to its defined benefit retirement and retiree health and life insurance plans during the nine-month periods ended September 28, 2025 and September 29, 2024, respectively. The Company expects to make additional aggregate contributions of approximately $6,200 to its defined benefit retirement and retiree health and life insurance plans over the remainder of 2025.

36

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

Note 14: Income Taxes

The Company’s effective tax rates for the three- and nine-month periods ended September 28, 2025 were 6.0% and 22.6%, respectively, and its effective tax rates for the three- and nine-month periods ended September 29, 2024 were 35.2% and 25.4%, respectively. The Company’s effective tax rates varied from the U.S. statutory rate due primarily to rate differences between U.S. and non-U.S. jurisdictions and the relative amounts earned in those jurisdictions, state income taxes, and discrete tax adjustments that were not consistent year over year, including the recording of a deferred tax benefit on the outside basis difference related to the ThermoSafe business being classified as held for sale.

The Company and/or its subsidiaries file federal, state and local income tax returns in the United States and various foreign jurisdictions. With few exceptions, the Company is no longer subject to income tax examinations by tax authorities for years prior to 2019.

The Company’s reserve for uncertain tax benefits increased by $700 from December 31, 2024 to September 28, 2025 due primarily to an increase in reserves related to existing tax positions. Although the Company’s estimate for the potential outcome for any uncertain tax issue is highly judgmental, management believes that any reasonably foreseeable outcomes related to these matters have been adequately provided for. However, future results may include favorable or unfavorable adjustments to estimated tax liabilities in the period the assessments are made or resolved or when statutes of limitation on potential assessments expire. Additionally, the jurisdictions in which earnings or deductions are realized may differ from current estimates. As a result, the Company’s effective tax rate may fluctuate significantly on a quarterly basis. The Company has operations and pays taxes in many countries outside of the U.S. and taxes on those earnings are subject to varying rates. The Company is not dependent upon the favorable benefit of any one jurisdiction to an extent that the loss of such benefit would have a material effect on the Company’s overall effective tax rate. 

Note 15: Leases

The Company routinely enters into leasing arrangements for real estate (including manufacturing facilities, office space, and warehouses), transportation equipment (automobiles, forklifts, and trailers), and office equipment (copiers and postage machines). The assessment of the certainty associated with the exercise of various lease renewal, termination, and purchase options included in the Company’s lease contracts is performed after contemplating all the relevant facts and circumstances in accordance with guidance under ASC 842, “Leases.” Most of the Company’s real estate leases, in particular, include one or more options to renew, with renewal terms that typically extend the lease term in increments from one to five years. The Company’s leases do not have any significant residual value guarantees or restrictive covenants.

As the implicit rate in the Company’s leases is normally not readily determinable, the Company generally calculates its lease liabilities using discount rates based upon the Company’s incremental secured borrowing rate, which contemplates and reflects a particular geographical region’s interest rate for the leases active within that region of the Company’s global operations. The Company further utilizes a portfolio approach by assigning a “short” rate to contracts with lease terms of 10 years or less and a “long” rate for contracts greater than 10 years.

The Company entered into a definitive agreement to sell ThermoSafe on September 7, 2025. As a result of the planned divestiture, operating and finance lease assets of $20,825 and $2,743, respectively, were reclassified to “Assets held for sale” on the Condensed Consolidated Balance Sheets as of September 28, 2025. In addition, current operating and finance lease liabilities of $4,166 and $445, respectively, and non-current operating and finance lease liabilities of $16,916 and $2,475, respectively, were reclassified to “Liabilities held for sale” on the Company’s Condensed Consolidated Balance Sheets at September 28, 2025. For additional information about the pending divestiture of ThermoSafe, see Note 1.

The Company completed the Eviosys acquisition on December 4, 2024. The acquisition included operating lease liabilities of $42,468 with a weighted-average remaining lease maturity term of 8.1 years and a weighted-average discount rate of 4.5%.

The Company completed the divestiture of Protexic on April 1, 2024. The divestiture included operating lease assets of $21,989 and operating lease liabilities of $22,396.

For additional information about the Company’s acquisitions and divestitures, see Note 4.

37

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

The following table sets forth the balance sheet location and aggregate values of the Company’s lease assets and lease liabilities at September 28, 2025 and December 31, 2024:

Classification						Balance Sheet Location						September 28, 2025			December 31, 2024
Lease Assets
Operating lease assets						Right of Use Asset-Operating Leases						$	288,491		$	307,688
Finance lease assets						Other Assets						69,484			76,831
Total lease assets												$	357,976		$	384,519
Lease Liabilities
Current operating lease liabilities						Accrued expenses and other payables						$	52,139		$	52,648
Current finance lease liabilities						Notes payable and current portion of long-term debt						23,294			22,284
Total current lease liabilities												$	75,433		$	74,932
Noncurrent operating lease liabilities						Noncurrent Operating Lease Liabilities						$	244,789		$	258,735
Noncurrent finance lease liabilities						Long-term Debt, Net of Current Portion						41,057			45,344
Total noncurrent lease liabilities												$	285,846		$	304,079
Total lease liabilities												$	361,278		$	379,011

Certain of the Company’s leases include variable costs. Variable costs include lease payments that were volume or usage-driven in accordance with the use of the underlying asset, and also non-lease components that were incurred based upon actual terms rather than contractually fixed amounts. In addition, variable costs are incurred for lease payments that are indexed to a change in rate or index. Because the right of use assets recorded on the balance sheet were determined based upon factors considered at the commencement date of the leases, subsequent changes in the rate or index that were not contemplated in the right of use asset balances recorded on the balance sheet for certain leases with rate or index-related terms result in variable expenses being incurred when paid during the lease term.

The following table sets forth the components of the Company’s total lease cost for the three- and nine-month periods ended September 28, 2025 and September 29, 2024:

						Three Months Ended						Nine Months Ended
Lease Cost						September 28, 2025			September 29, 2024			September 28, 2025			September 29, 2024
Operating lease cost			(a)			$	15,787		$	11,962		$	47,611		$	36,245
Finance lease cost:
Amortization of lease asset			(a)			3,503			3,253			9,790			9,464
Interest on lease liabilities			(b)			834			877			2,327			2,685
Variable lease cost			(a) (c)			13,393			8,174			37,084			23,475
Impairment charges			(d)			1,235			258			2,413			258
Total lease cost						$	34,752		$	24,524		$	99,225		$	72,127

(a) Production-related costs are included in “Cost of sales” and administrative costs are included in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Income.

(b) Included in “Interest expense” in the Condensed Consolidated Statements of Income.

(c) Also includes short term lease costs, which are deemed immaterial.

(d) Impairment charges are included in “Restructuring/Asset impairment charges” in the Company’s Condensed Consolidated Statements of Income. See Note 6 for additional information.

38

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

The following table sets forth certain lease-related information for the nine-month periods ended September 28, 2025 and September 29, 2024:

						Nine Months Ended
						September 28, 2025			September 29, 2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used by operating leases						$	44,819		$	34,577
Operating cash flows used by finance leases						2,327			2,685
Financing cash flows used by finance leases						10,995			11,457
Noncash investing and financing activities:
Leased assets obtained in exchange for new operating lease liabilities						20,661			44,185
Leased assets obtained in exchange for new finance lease liabilities						16,145			6,955
Modification to leased assets for increase in operating lease liabilities						10,462			12,021
Modification to leased assets for (decrease)/increase in finance lease liabilities						(10,440)			53
Termination reclasses to decrease operating lease assets						(8,267)			(2,932)
Termination reclasses to decrease operating lease liabilities						(8,372)			(3,166)
Termination reclasses to decrease finance lease assets						(87)			(164)
Termination reclasses to decrease finance lease liabilities						(88)			(165)

Note 16: Revenue Recognition

The Company records revenue when control is transferred to the customer, which is either upon shipment or over time in cases where the Company is entitled to payment with margin for products produced that are customer specific without alternative use. The Company recognizes over time revenue under the input method as goods are produced. Revenue that is recognized at a point in time is recognized when the customer obtains control of the goods. Customers obtain control either when goods are delivered to the customer facility, if the Company is responsible for arranging transportation, or when picked up by the customer’s designated carrier. The Company commonly enters into Master Supply Arrangements with customers to provide goods and/or services over specific time periods. Customers submit purchase orders with quantities and prices to create a contract for accounting purposes. Shipping and handling expenses are included in “Cost of sales,” and freight charged to customers is included in “Net sales” in the Company’s Condensed Consolidated Statements of Income.

The Company has rebate agreements with certain customers. These rebates are recorded as reductions of revenue and are accrued using sales data and rebate percentages specific to each customer agreement. Accrued customer rebates are included in “Accrued expenses and other payables” in the Company’s Condensed Consolidated Balance Sheets.

Payment terms under the Company’s sales arrangements are short term, generally no longer than 120 days. The Company does provide prompt payment discounts to certain customers if invoices are paid within a predetermined period. Prompt payment discounts are treated as a reduction of estimated revenue and are determinable within a short time period following the sale.

The following table sets forth the effects of contract assets and liabilities from contracts with customers. Contract assets and liabilities are reported in “Other receivables” and “Accrued expenses and other payables,” respectively, in the Company’s Condensed Consolidated Balance Sheets.

						September 28, 2025						December 31, 2024
Contract Assets						$	86,069					$	67,062
Contract Liabilities						(53,323)						(60,024)

39

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

Significant changes in the contract assets and liabilities balances during the nine-month period ended September 28, 2025 and the year ended December 31, 2024 were as follows:

						September 28, 2025												December 31, 2024
						Contract Asset						Contract Liability						Contract Asset						Contract Liability
Beginning Balance						$	67,062					$	(60,024)					$	14,754					$	(15,252)
Acquired as part of a business combination						—						—						62,439						(47,478)
Revenue deferred or rebates accrued						—						(76,709)						—						(25,736)
Recognized as revenue						—						778						—						2,341
Rebates paid to customers						—						82,063						—						26,101
Increases due to rights to consideration for customer specific goods produced, but not billed during the period						86,069						—						67,062						—
Transferred to receivables from contract assets recognized at the beginning of the period and acquired as part of business combination						(66,999)						—						(77,193)						—
Reclassified to assets/liabilities held for sale						(63)						569						—						—
Ending Balance						$	86,069					$	(53,323)					$	67,062					$	(60,024)

Contract assets represent goods produced without alternative use for which the Company is entitled to payment with margin prior to shipment. Upon shipment, the Company is entitled to bill the customer. Therefore, amounts included in contract assets will be reduced with the recording of an account receivable as they represent an unconditional right to payment. Contract liabilities represent revenue deferred due to pricing mechanisms utilized by the Company in certain multi-year arrangements, volume rebates, and receipts of advance payments. For multi-year arrangements with pricing mechanisms, the Company will generally defer revenue during the first half of the arrangement and will release the deferral over the second half of the contract term. Contract assets and liabilities are generally short in duration given the nature of products produced by the Company.

The following tables set forth information about revenue disaggregated by primary geographic regions for the three-month periods ended September 28, 2025 and September 29, 2024. The tables also include a reconciliation of disaggregated revenue with reportable segments. The Company’s reportable segments are aligned by product nature as disclosed in Note 17.

Three-month period ended September 28, 2025			Consumer Packaging						Industrial Paper Packaging						All Other						Total
Primary Geographical Markets:
United States			$	508,058					$	374,048					$	91,550					$	973,656
EMEA			873,751						89,990						15,166						978,907
Canada			4,579						19,687						—						24,266
APAC			23,768						38,778						368						62,914
Other			28,090						62,466						809						91,365
Total			$	1,438,246					$	584,969					$	107,893					$	2,131,108

40

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

Three-month period ended September 29, 2024			Consumer Packaging						Industrial Paper Packaging						All Other						Total
Primary Geographical Markets:
United States			$	504,236					$	355,492					$	90,483					$	950,211
EMEA			107,143						91,138						15,952						214,233
Canada			3,968						22,969						—						26,937
APAC			24,221						55,888						572						80,681
Other			22,729						59,595						266						82,590
Total			$	662,297					$	585,082					$	107,273					$	1,354,652

The following tables set forth information about revenue disaggregated by primary geographic regions for the nine-month periods ended September 28, 2025 and September 29, 2024. The tables also include a reconciliation of disaggregated revenue with reportable segments.

Nine-month period ended September 28, 2025			Consumer Packaging						Industrial Paper Packaging						All Other						Total
Primary Geographical Markets:
United States			$	1,423,239					$	1,104,974					$	240,242					$	2,768,455
EMEA			2,148,101						271,130						44,989						2,464,220
Canada			12,849						64,433						—						77,282
APAC			72,082						111,196						965						184,243
Other			75,601						179,184						1,792						256,577
Total			$	3,731,872					$	1,730,917					$	287,988					$	5,750,777

Nine-month period ended September 29, 2024			Consumer Packaging						Industrial Paper Packaging						All Other						Total
Primary Geographical Markets:
United States			$	1,356,318					$	1,073,073					$	279,783					$	2,709,174
EMEA			313,823						285,266						44,970						644,059
Canada			12,491						73,155						—						85,646
APAC			71,975						166,774						1,284						240,033
Other			72,411						180,644						10,122						263,177
Total			$	1,827,018					$	1,778,912					$	336,159					$	3,942,089

Note 17: Segment Reporting

The Company’s operating and reporting structure consists of two reportable segments, Consumer Packaging and Industrial Paper Packaging, with all remaining businesses reported as All Other.

The products produced and sold within the Consumer Packaging segment are generally used to package a variety of consumer products and consist primarily of round and shaped rigid paper, steel and plastic containers; and metal and peelable membrane ends, closures, and components.

The primary products produced and sold within the Industrial Paper Packaging segment include paperboard tubes, cones, and cores; paper-based protective packaging; and uncoated recycled paperboard.

The primary products produced within the All Other group of businesses consist of a variety of packaging materials, including plastic, paper, foam, and various other specialty materials.

41

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

The Company’s chief operating decision maker (“CODM”) is the chief executive officer. The CODM assesses segment performance and allocates resources to each segment by using each segment’s operating profit. The CODM uses operating profit for each segment in the annual budgeting and forecasting process and reviews segment operating profit quarterly when making decisions about allocating capital and operating resources to segments. Disaggregated assets by segment are not disclosed since segment assets are not regularly provided to the CODM.

Segment operating profit viewed by the Company to evaluate segment performance does not include the following: restructuring/asset impairment charges; amortization of acquisition intangibles; gains/losses from the sale of businesses or other assets; acquisition, integration and divestiture-related costs; changes in last-in, first-out (“LIFO”) inventory reserves; derivative gains/losses; or certain other items, if any, the exclusion of which the Company’s management believes improves the comparability and analysis of the ongoing operating performance of the business. All other general corporate expenses have been allocated as operating costs to each of the Company’s reportable segments and the All Other group of businesses, except for costs related to discontinued operations.

The following table sets forth financial information about each of the Company’s reportable segments:

SEGMENT FINANCIAL INFORMATION
Three-month period ended September 28, 2025						Consumer Packaging						Industrial Paper Packaging						Total Reportable Segments
Sales from external customers						$	1,438,246					$	584,969					$	2,023,215
Intersegment sales(1)						5,087						32,103						37,190
						1,443,333						617,072						2,060,405
Reconciliation of sales
Other sales(2)																		109,000
Elimination of intersegment sales																		(38,297)
Total consolidated sales																		2,131,108
Less:(3)
Cost of sales(4)						(1,153,538)						(433,109)
Other segment items(5)						(80,810)						(94,106)
Segment operating profit						$	208,985					$	89,857					$	298,842
Other segment disclosures:
Equity in earnings of affiliates, net of tax						$	190					$	2,830
Depreciation and amortization(6)						50,419						29,955

42

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

Three-month period ended September 29, 2024						Consumer Packaging						Industrial Paper Packaging						Total Reportable Segments
Sales from external customers						$	662,297					$	585,082					$	1,247,379
Intersegment sales(1)						2,057						26,678						28,735
						664,354						611,760						1,276,114
Reconciliation of sales
Other sales(2)																		109,148
Elimination of intersegment sales																		(30,610)
Total consolidated sales																		1,354,652
Less:(3)
Cost of sales(4)						(522,461)						(456,216)
Other segment items(5)						(45,598)						(85,338)
Segment operating profit						$	96,295					$	70,206					$	166,501
Other segment disclosures:
Equity in earnings of affiliates, net of tax						$	369					$	2,438
Depreciation and amortization(6)						25,576						28,989

Nine-month period ended September 28, 2025						Consumer Packaging						Industrial Paper Packaging						Total Reportable Segments
Sales from external customers						$	3,731,872					$	1,730,917					$	5,462,789
Intersegment sales(1)						10,404						85,640						96,044
						3,742,276						1,816,557						5,558,833
Reconciliation of sales
Other sales(2)																		291,630
Elimination of intersegment sales																		(99,686)
Total consolidated sales																		5,750,777
Less:(3)
Cost of sales(4)						(2,996,754)						(1,298,063)
Other segment items(5)						(235,413)						(276,282)
Segment operating profit						$	510,109					$	242,212					$	752,321
Other segment disclosures:
Equity in earnings of affiliates, net of tax						$	309					$	6,902
Depreciation and amortization(6)						152,175						88,126

43

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

Nine-month period ended September 29, 2024						Consumer Packaging						Industrial Paper Packaging						Total Reportable Segments
Sales from external customers						$	1,827,018					$	1,778,912					$	3,605,930
Intersegment sales(1)						5,881						81,982						87,863
						1,832,899						1,860,894						3,693,793
Reconciliation of sales
Other sales(2)																		341,684
Elimination of intersegment sales																		(93,388)
Total consolidated sales																		3,942,089
Less:(3)
Cost of sales(4)						(1,464,518)						(1,381,687)
Other segment items(5)						(139,763)						(276,199)
Segment operating profit						$	228,618					$	203,008					$	431,626
Other segment disclosures:
Equity in earnings of affiliates, net of tax						$	416					$	5,802
Depreciation and amortization(6)						75,705						86,133

(1)			Intersegment sales are recorded at a market-related transfer price.
(2)			Sales from businesses below the quantitative threshold are attributable to the group of businesses within All Other.
(3)			The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(4)			Cost of sales of reportable segments excludes certain costs, primarily changes in LIFO inventory reserves, net gains or losses from derivatives, and acquisition, integration and divestiture-related costs.
(5)			Other segment items consists of:
			Consumer Packaging: Labor and benefits, consulting and professional services, travel, communication, facilities and supplies. Industrial Paper Packaging: Labor and benefits, consulting and professional services, travel, communication, facilities and supplies.
(6)			Represents significant segment expenses that are regularly provided to the CODM and are included in cost of sales and other segment items within segment operating profit.

44

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

The following table sets forth the reconciliation of segment operating profit to “Income from continuing operations before income taxes” for the periods presented.

			Three Months Ended															Nine Months Ended
			September 28, 2025						September 29, 2024									September 28, 2025												September 29, 2024
Segment operating profit			$	298,842					$	166,501								$	752,321											$	431,626
Other operating profits(1)			18,302						17,440									43,337												48,430
Unallocated amounts:
Restructuring/Asset impairment charges			(48,388)						(6,149)									(71,721)												(55,122)
Amortization of acquisition intangibles			(49,034)						(17,624)									(135,188)												(52,997)
Loss on divestiture of business			(3,031)						(31,770)									(9,297)												(27,292)
Acquisition, integration and divestiture-related costs			(9,318)						(15,605)									(47,745)												(43,201)
Changes in LIFO inventory reserves			—						(790)									(1,755)												197
Derivative (losses)/gains			(2,035)						210									(1,240)												3,981
Other corporate costs, net(2)			(8,804)						(10,368)									(27,657)												(34,091)
Other operating (charges)/income, net(3)			(1,568)						263									(3,562)												(1,040)
Other (expense)/income, net(4)			(7,541)						—									(20,617)												5,867
Non-operating pension costs			(3,054)						(2,947)									(9,157)												(10,412)
Interest expense			(61,243)						(60,643)									(181,637)												(119,481)
Interest income			4,634						5,585									16,104												11,777
Income from continuing operations before income taxes			$	127,762					$	44,103								$	302,186											$	158,242

(1)			Operating profit from segments below the quantitative threshold are attributable to the group of businesses within All Other.
(2)			Other corporate costs represent recurring operating expenses previously allocated to TFP that will remain with Sonoco subsequent to the divestiture, net of income earned under a transition services agreement with Toppan.
(3)			Primarily consists of highly inflationary accounting in Turkey and other miscellaneous charges in both 2025 and 2024.
(4)			In 2025, these expenses relate to charges from third-party financial institutions related to the Company’s centralized treasury program under which the Company sells certain trade accounts receivable in order to accelerate its cash collection cycle, primarily within the Consumer Packaging segment. In 2024, the income related primarily to the fair value remeasurement of an equity investment.

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SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

The following table sets forth the reconciliation of other segment disclosures to consolidated totals for the periods presented.

			Three Months Ended												Nine Months Ended
			September 28, 2025						September 29, 2024						September 28, 2025						September 29, 2024
Equity in earnings of affiliates, net of tax
Consumer Packaging			$	190					$	369					$	309					$	416
Industrial Paper Packaging			2,830						2,438						6,902						5,802
Reportable Segment Total			3,020						2,807						7,211						6,218
Adjustments			—						—						—						—
Consolidated Total			$	3,020					$	2,807					$	7,211					$	6,218
Depreciation and amortization
Consumer Packaging			$	50,419					$	25,576					$	152,175					$	75,705
Industrial Paper Packaging			29,955						28,989						88,126						86,133
Reportable Segment Total			80,374						54,565						240,301						161,838
Other(1)			51,282						20,353						142,633						62,095
Consolidated Total			$	131,656					$	74,918					$	382,934					$	223,933

(1) Other represents depreciation and amortization expense for the All Other group of businesses and total amortization of acquisition intangibles for Sonoco, excluding discontinued operations.

Note 18: Commitments and Contingencies

In accordance with the requirements of ASC 450, “Contingencies,” the Company records accruals for estimated losses at the time information becomes available indicating that losses are probable and that the amounts are reasonably estimable. As is the case with other companies in similar industries, the Company faces exposure from actual or potential claims and legal proceedings from a variety of sources. Some of these exposures, as discussed below, have the potential to be material.

Environmental Matters

The Company is subject to a variety of environmental and pollution control laws and regulations in all jurisdictions in which it operates.

Spartanburg

In connection with its acquisition of Tegrant in November 2011, the Company identified potential environmental contamination at a site in Spartanburg, South Carolina. At December 31, 2024, the Company’s accrual for environmental contingencies related to the Spartanburg site totaled $5,096 and was reflected in “Current liabilities of discontinued operations” on the Company’s Condensed Consolidated Balance Sheet at December 31, 2024. The Spartanburg site and related environmental liabilities were part of the sale of TFP to Toppan, which was completed on April 1, 2025.

Other environmental matters

The Company has been named as a potentially responsible party at several environmentally contaminated sites. All of the sites are also the responsibility of other parties. The potential remediation liabilities are shared with such other parties, and, in most cases, the Company’s share, if any, cannot be reasonably estimated at the current time. However, the Company does not believe that the resolution of these matters has a reasonable possibility of having a material adverse effect on the Company’s financial statements. At September 28, 2025 and December 31, 2024, the accruals for these

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SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

(unaudited)

other sites totaled $1,717 and $1,933, respectively, and are included in “Accrued expenses and other payables” on the Company’s Condensed Consolidated Balance Sheets.

Other Legal Matters

In addition to those matters described above, the Company is subject to other various legal proceedings, claims, and litigation arising in the ordinary course of business. While the outcome of these matters could differ from management’s expectations, the Company does not believe the resolution of these matters has a reasonable possibility of having a material adverse effect on the Company’s financial statements.

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SONOCO PRODUCTS COMPANY

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

Statements included in this Quarterly Report on Form 10-Q that are not historical in nature, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are intended to be, and are hereby identified as, “forward-looking statements” for purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, Sonoco Products Company (the “Company” or “Sonoco”) and its representatives may from time to time make other oral or written statements that are also “forward-looking statements.” Words such as “aim,” “achieve,” “anticipate,” “assume,” “believe,” “can,” “commit,” “consider,” “continue,” “could,” “develop,” “estimate,” “expect,” “forecast,” “foresee,” “future,” “goal,” “guidance,” “intend,” “is designed to,” “likely,” “maintain,” “may,” “might,” “objective,” “ongoing,” “opportunity,” “outlook,” “persist,” “plan,” “position,” “possible,” “potential,” “predict,” “project,” “remain,” “seek,” “should,” “strategy,” “target,” “will,” “would,” or the negative thereof, and similar expressions identify forward-looking statements. Forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, statements regarding:

•supply chain disruptions and availability and supply of raw materials and energy, and offsetting high raw material and energy costs;

•the effects of economic downturns, tariffs or other changes in trade policy, inflation, volatility and other macroeconomic factors on the Company and its industry, including the Company’s ability to manage such matters and their effects on consumers and customers;

•the resiliency of the Company’s operating model;

•consumer and customer actions in connection with political, social, and economic instability, war and other geopolitical tensions;

•the Company’s ability to improve productivity, reduce its cost structure and the effects thereof;

•the Company’s integration of Titan Holdings I B.V. (“Eviosys”) and the Company’s ability to realize the anticipated benefits of the acquisition, including with respect to market leadership, strategic alignment, customer relationships, sustainability, innovation and cost synergies;

•effects and timing of, and anticipated costs, synergies and gains resulting from our other contemplated, pending, and completed acquisitions;

•effects and timing of, and anticipated gains and costs, of the Company’s restructuring and portfolio simplification activities, including with respect to streamlining of the Company’s organizational structure and the Company’s contemplated, pending, and completed divestitures, including the Company’s sale of its Thermoformed and Flexibles Packaging business and its global Trident business (collectively, “TFP”), and the pending sale of the Company’s ThermoSafe business (“ThermoSafe”);

•adequacy and anticipated amounts and uses of cash flows;

•capital allocation, including expected amounts of capital spending;

•the Company’s capital structure, including the incurrence of debt and the repayment of debt;

•the Company’s ability to adhere to restrictive covenants in its debt agreements;

•financial and business strategies and the results expected of them;

•producing improvements in earnings;

•profitable sales growth and rates of growth;

•market opportunities and anticipated growth thereof;

•expected impact and costs of resolution of legal proceedings;

•extent of, and adequacy of provisions for, environmental liabilities;

•adequacy of income tax provisions, realization of deferred tax assets, outcomes of uncertain tax issues and tax rates;

•goodwill impairment charges and fair values of reporting units;

•future asset impairment charges and fair values of assets;

•anticipated contributions to pension and postretirement benefit plans, fair values of plan assets, long-term rates of return on plan assets, and projected benefit obligations and payments;

•expected impact of implementation of new accounting pronouncements;

•creation of near-term and long-term value and returns for shareholders, including through the continued payment of dividends; and

•planned stock repurchases.

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SONOCO PRODUCTS COMPANY

Such forward-looking statements are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management. Such information includes, without limitation, discussions as to guidance and other estimates, perceived opportunities, expectations, beliefs, plans, strategies, goals and objectives concerning our future financial and operating performance. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially from those expressed or forecasted in such forward-looking statements. Such risks, uncertainties and assumptions include, without limitation:

•ability to manage the mix of business and execute on the Company’s portfolio simplification strategy, including with respect to divestitures, such as the pending divestiture of ThermoSafe;

•ability to identify suitable acquisitions at the levels needed to meet growth targets;

•ability to satisfy closing conditions and close acquisitions, and to finance such acquisitions on acceptable terms;

•ability to successfully integrate newly acquired businesses, including Eviosys, into the Company’s operations, retain key employees, maintain relationships with customers and other third parties, and realize expected cost savings, synergies and other anticipated benefits relating thereto within the expected time period, or at all;

•availability, transportation and pricing of raw materials, energy and transportation, including the impact of changes in tariffs or sanctions and escalating trade wars, and the impact of war, general regional instability and other geopolitical tensions (such as the ongoing conflict between Russia and Ukraine as well as the economic sanctions related thereto, and uncertainty in the Middle East), and the Company’s ability to continue to pass raw material, energy and transportation price increases and surcharges through to customers or otherwise manage these commodity pricing risks;

•costs of labor and employment, including the cost of employee and retiree medical, health, and life insurance benefits and the impact of any work stoppages due to labor disputes;

•success of new product development, introduction and sales, including successful timing of new product or product innovation introductions, success of implementation of new manufacturing technologies and installation of manufacturing equipment, including the startup of new facilities and lines;

•consumer demand for products and changing consumer preferences, including changes related to inflation, tariffs, and other macroeconomic factors, and changes in consumer attitudes toward plastic packaging;

•ability to be the low-cost global leader in customer-preferred packaging solutions within targeted segments;

•competitive pressures, including new product development, and technological market leadership, reputation for quality, industry overcapacity, customer and supplier consolidation, and changes in competitors’ pricing for products;

•financial conditions of customers and suppliers;

•ability to maintain or increase productivity levels, contain or reduce costs, and maintain positive price/cost relationships;

•ability to negotiate or retain contracts with customers, including in segments with concentration of sales volume;

•inventory management strategies of customers;

•collection of receivables from customers;

•ability to maintain or improve margins and leverage, cash flows and financial position;

•ability to attract and retain talented and qualified employees, managers, and executives;

•ability to profitably maintain and grow existing domestic and international business and market share;

•availability of credit to us, our customers and suppliers in needed amounts and on reasonable terms;

•effects of our indebtedness on our cash flow and business activities;

•fluctuations in interest rates and our borrowing costs;

•fluctuations in obligations and earnings of pension and postretirement benefit plans, including the timing of funding plan obligations, and the accuracy of assumptions of underlying projections of benefit plan obligations and payments, valuation of plan assets, and projections of long-term rates of return;

•foreign currency exchange rate fluctuations, interest rate and commodity price risk and the effectiveness of related hedges;

•resolution of income tax contingencies;

•changes in U.S. and foreign tariffs, tax rates, tax laws, regulations and interpretations thereof, including income, sales and use, property, value added, employment, and other taxes;

•accuracy in valuation of deferred tax assets;

•the adoption of new, or changes in, accounting standards or interpretations;

•accuracy of assumptions underlying projections related to goodwill impairment testing, and accuracy of management’s assessment of goodwill impairment;

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SONOCO PRODUCTS COMPANY

•accuracy of assumptions underlying fair value measurements, accuracy of management’s assessments of fair value and fluctuations in fair value;

•ability to maintain effective disclosure controls and internal controls, including with regard to financial reporting, to prevent or detect errors or acts of fraud;

•liability for and costs of resolution of litigation, regulatory actions, or other legal proceedings;

•liability for and anticipated costs of environmental remediation actions;

•effects of environmental laws and regulations, including with respect to climate change and emissions reporting;

•operational disruptions at our major facilities;

•failure or disruptions in our information technology systems;

•loss of consumer or investor confidence, including as a result of public concerns about products packaged in our containers, or chemicals or substances used in raw materials or in the manufacturing process;

•ability to protect our intellectual property rights;

•changing climate and greenhouse gas effects;

•ability to meet environmental, sustainability and other similar goals;

•actions of domestic or foreign government agencies, the impact of new and evolving laws, regulations, rules and standards affecting the Company, including laws and regulations relating to packaging for food products and foods packaged therein, and increased costs of compliance;

•international, national, and local economic and market conditions and levels of unemployment;

•economic disruptions resulting from changing tariff policies and trade wars, the overall uncertainty surrounding international trade relations, war, and other geopolitical tensions (such as the ongoing military conflict between Russia and Ukraine and uncertainty in the Middle East), public health events, terrorist activities, and natural disasters, and our ability to successfully mitigate any negative impacts of such disruptions; and

•inflation and the activities and operations in highly inflationary economies.

More information about the risks, uncertainties, and assumptions that may cause actual results to differ materially from those expressed or forecasted in forward-looking statements is provided in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 under Item 1A - “Risk Factors” and throughout other sections of that report and in other reports filed with the Securities and Exchange Commission (“SEC”). In light of these various risks, uncertainties and assumptions, the forward-looking events discussed in this Quarterly Report on Form 10-Q might not occur.

The Company undertakes no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. You are, however, advised to review any further disclosures we make on related subjects, and about new or additional risks, uncertainties and assumptions, in our future filings with the SEC on Forms 10-K, 10-Q, and 8-K.

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SONOCO PRODUCTS COMPANY

COMPANY OVERVIEW

Sonoco is a multi-billion dollar global designer, developer, and manufacturer of a variety of highly engineered and sustainable packaging products serving multiple end markets serving some of the world’s best-known brands around the globe from approximately 285 locations in 40 countries. The Company’s operating and reporting structure consists of two reportable segments, Consumer Packaging and Industrial Paper Packaging, with all remaining businesses reported as All Other.

Sonoco competes in multiple product categories, with the majority of the Company’s revenues attributable to products and services sold to consumer and industrial products companies for use in the packaging of their products for sale or shipment. The Company also manufactures uncoated recycled paperboard for both internal use and open market sale. Each of the Company’s operating units has its own sales staff and maintains direct sales relationships with its customers.

Sonoco’s goal is to increase its long-term profitability and return capital to shareholders. Over the past several years, we have simplified our portfolio around fewer, bigger businesses, which has reduced operating complexity and improved agility. On December 4, 2024, Sonoco completed the acquisition of Eviosys, Europe’s leading food cans, ends and closures manufacturer, from KPS Capital Partners, LP, for net cash consideration of approximately $3.8 billion. The transaction advances Sonoco’s portfolio transformation strategy to simplify and realign its portfolio and position the Company for long-term growth and value creation. The transaction, the largest in the Company’s history, expands Sonoco’s global leadership in metal food can and aerosol packaging and facilitates our ability to partner with global customers to advance innovation and sustainability in metal packaging offerings. Eviosys operates under the Consumer Packaging segment as Sonoco Metal Packaging EMEA.

Sonoco’s portfolio transformation strategy also includes significant divestitures. For example, on April 1, 2025, the Company completed the sale of TFP to TOPPAN Holdings Inc. (“Toppan”) for a purchase price of approximately $1.8 billion on a cash-free and debt-free basis and subject to customary adjustments. On a standalone basis, TFP had revenue of $1.3 billion in 2024.

On September 7, 2025, following the completion of the Company’s previously disclosed review of strategic alternatives for ThermoSafe, its temperature-assured packaging business, the Company entered into a definitive agreement to sell ThermoSafe to Arsenal Capital Partners, a private equity firm, for a total purchase price of up to $725 million. The purchase price consists of $650 million on a cash-free and debt-free basis payable at closing and subject to customary adjustments, and additional consideration of up to $75 million if certain performance measures for calendar year 2025 are met. The transaction is subject to customary closing conditions, including regulatory review, and is expected to be completed by the end of 2025. On a standalone basis, ThermoSafe, which is part of the All Other group of businesses, had revenue of $245 million in 2024. The pending sale of ThermoSafe represents the next step in the Company’s portfolio transformation goal of streamlining its operations from a large portfolio of diversified businesses into two core global business segments.

The Company is focused on efficient capital deployment into these larger, core business units to improve economic returns and improve integration effectiveness and speed for acquired strategic assets. For example, in July 2025 the Company announced plans to invest $30 million of capital into three rigid paper can facilities in the United States to increase its production capacity in the adhesives and sealants sector. The investment is intended to improve supply chain reliability and ensure consistent access to materials for customers. In parallel, the Company has continued to work on commercial, operational, and supply chain excellence programs to shift the mix of its business towards higher-valued products and increase overall productivity from procurement savings, production efficiencies, and fixed cost reduction initiatives, as well as strategic pricing initiatives intended to better capture input costs and the value of the services provided.

The Company is focused on improving its competitive position by further reducing its cost structure over the remainder of 2025. These cost reduction efforts include targeted restructuring activities for operations and support functions intended to enable the Company’s businesses to better leverage market capabilities and generate cash flow.

The Company believes that its simplified structure will enable greater strategic and operational focus while also helping to generate proceeds to fund deleveraging and further focus capital investments in the Company’s core Consumer Packaging and Industrial Paper Packaging businesses.

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SONOCO PRODUCTS COMPANY

Global Trade Developments

Recent developments in U.S. and foreign trade policy have increased uncertainty for the global economy and the Company’s business. On March 4, 2025, the U.S. Government (the “Administration”) imposed a 25% tariff on all imports from Canada or Mexico. After imposing this tariff, the Administration allowed for the temporary exemption from the tariff for any goods that comply with the United States-Mexico-Canada Agreement (“USMCA”), which has helped mitigate the impact of the tariff on the Company’s operations in North America. On February 10, 2025, the Administration announced the expansion of Section 232 steel and aluminum tariffs (“Section 232 Tariffs”) on steel and aluminum imported into the United States, effective March 12, 2025, and the termination of the granting of new exclusions to mitigate these tariffs. As a result, imported steel and aluminum originating from most countries is currently subject to a 50% duty.

The Administration also imposed reciprocal tariffs at a baseline rate of 10%, effective April 5, 2025, and later set firmly established tariff rates for various countries at the beginning of August 2025. For the most part, these reciprocal tariffs were incremental increases over the previously established 10% temporary reciprocal tariffs. While future changes in tariff and trade policy may result in additional changes, and the exact scope of any such additional changes is not known at this time, the Company does not currently expect the current tariff environment to have a material direct effect on the Company’s profitability or cash flows over the remainder of 2025 because the Company’s manufacturing network is designed to serve local markets, reducing its exposure to cross-border disruptions and tariff-related risks. While the Company is actively working with its customers to help manage the impacts of higher input costs driven by tariffs, its business model allows for pricing adjustments when necessary. In addition, the Company believes its transformed portfolio following the Eviosys acquisition and the sale of TFP is significantly more resilient, with nearly two-thirds of the Company’s sales for the nine-month period ended September 28, 2025 coming from the Consumer Packaging segment, a segment that has historically demonstrated strong performance across economic cycles. In addition, while the Section 232 Tariffs impact input costs for the Company’s U.S.-based metal packaging and rigid paper container businesses (part of the Consumer Packaging segment), which source a portion of their steel and aluminum purchases from outside the United States, the Company intends, and has the contractual ability, to pass such increases in cost due to tariffs to its customers.

The ultimate resolution and consequences of these trade policy developments, and their effect on the Company, is uncertain and the Company will continue to monitor the Administration’s trade policy changes closely in order to adapt its strategies and to maintain competitiveness in a challenging market environment. See “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q.

Other Recent Developments

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law in the United States. The OBBBA includes a broad range of tax reform provisions, including the extension of key provisions of the Tax Cuts and Jobs Act of 2017. While the Company is continuing to assess the potential impact of this new legislation, it currently does not expect the OBBBA to have a material impact on its results of operations.

RESULTS OF OPERATIONS

The Company’s financial statements are prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). Sonoco’s management considers a variety of both GAAP and non-GAAP financial and operating measures in assessing the Company’s financial performance. The key GAAP measures used are net sales, operating profit, gross profit margin, net income attributable to Sonoco and diluted earnings per share (“EPS”). The key non-GAAP measures used are Adjusted operating profit, Adjusted net income attributable to Sonoco, Adjusted diluted EPS, Adjusted EBITDA, Segment Adjusted EBITDA and Segment Adjusted EBITDA margin. For information about the Company’s use of non-GAAP measures and reconciliations of these measures to the most directly comparable GAAP measures see “Non-GAAP Financial Measures” below.

Management may also assess year-over-year changes in operating performance in terms of productivity savings or usage, which is driven by procurement savings or losses, production efficiencies or inefficiencies and the effect of fixed cost reduction initiatives. Management views productivity as a measure of operational excellence of the business and uses it to evaluate improvements in manufacturing efficiency, including automation, and other fixed and variable cost reduction initiatives. Management provides investors with this information to evaluate Sonoco’s operating results in a manner similar to how management evaluates operating performance. The Company calculates productivity savings as the

difference between applicable current period costs and prior year costs, excluding the impact of estimated inflation or deflation, and volume changes where appropriate.

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SONOCO PRODUCTS COMPANY

On December 18, 2024, the Company announced that it had entered into an agreement to sell TFP to Toppan. This sale was completed on April 1, 2025. In accordance with applicable accounting guidance, the results of TFP are presented as discontinued operations in the Condensed Consolidated Statements of Income and, as such, have been excluded from both continuing operations and segment results for all periods prior to the completion of the sale presented in this Quarterly Report on Form 10-Q. Further, the Company reclassified the assets and liabilities of TFP as assets and liabilities of discontinued operations in the Condensed Consolidated Balance Sheets as of December 31, 2024. The Condensed Consolidated Statements of Comprehensive Income, Changes in Total Equity, and Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations. All amounts, percentages and disclosures for all periods presented in this Quarterly Report on Form 10-Q reflect only the continuing operations of Sonoco unless otherwise noted.

Third Quarter 2025 Compared with Third Quarter 2024

The following discussion provides a review of results for the three-month period ended September 28, 2025 versus the three-month period ended September 29, 2024.

Overview

Consolidated net sales for the third quarter of 2025 were $2.1 billion, a $776.5 million or 57.3% increase from the third quarter of 2024. The increase was primarily driven by $758.2 million in net sales from the Metal Packaging EMEA business following the December 2024 Eviosys acquisition, including the impact of foreign exchange rates, and $63.9 million from increased selling prices across the Industrial Paper Packaging and Consumer Packaging segments, partially offset by an overall decline in volume/mix of $39.9 million and the loss of $14.1 million in net sales related to the 2024 divestiture of two production facilities in China.

GAAP operating profit for the third quarter of 2025 was $195.0 million, an increase of 90.9% from the $102.1 million reported in the third quarter of 2024. The increase in GAAP operating profit was primarily due to a $167.5 million increase in gross profit, primarily attributable to the addition of the Metal Packaging EMEA business following the Eviosys acquisition, and the absence of a $30.0 million loss on the sale of two production facilities in China, partially offset by increased selling, general and administrative expenses of $61.1 million primarily related to the Eviosys acquisition and increased restructuring-related costs of $42.2 million. Adjusted Operating Profit for the third quarter of 2025 was $308.3 million, an increase of 77.6% from the $173.6 million reported for the same period in 2024.

GAAP net income attributable to Sonoco for the third quarter of 2025 increased to $122.9 million, or $1.23 per diluted share, compared to $50.9 million, or $0.51 per diluted share, for the third quarter of 2024. This increase was primarily due to the increase in GAAP operating profit as described above, and the decrease in GAAP net income from discontinued operations due to the sale of TFP in 2025. Adjusted net income attributable to Sonoco and Adjusted diluted EPS for the third quarter of 2025 were $191.2 million ($1.92 per diluted share), compared with $147.9 million ($1.49 per diluted share) for the same period in 2024.

Costs and Expenses

Cost of goods sold increased by $609.0 million, or 57.7%, in the third quarter of 2025 compared with the third quarter of 2024. This increase was primarily driven by additional costs attributable to the Metal Packaging EMEA business following the Eviosys acquisition. Gross profit margins decreased from 22.1% in the third quarter of 2024 to 21.9% in the third quarter of 2025.

Selling, general and administrative costs increased by $61.1 million, or 38.3%, and were 10.4% of sales in the third quarter of 2025, compared to 11.8% of sales in the third quarter of 2024. This increase reflects a $70.8 million impact from the Eviosys acquisition, partially offset by declines of $6.4 million in acquisition, integration and divestiture-related costs and $3.8 million related to divested businesses.

Restructuring/Asset impairment charges totaled $48.4 million in the third quarter of 2025, compared with $6.1 million during the same period last year. The increase was primarily related to the higher cost of restructuring actions in 2025, including restructuring projects related to Metal Packaging EMEA, part of the Consumer Packaging segment, and the closure of the Atizapán, Mexico paper mill, part of the Industrial Paper Packaging segment. Additional information regarding restructuring and asset impairment charges is provided in Note 6 to the Company’s Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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SONOCO PRODUCTS COMPANY

Loss on divestiture of business totaled $3.0 million in the third quarter of 2025 reflecting a charge relating to the pending divestiture of ThermoSafe, part of the All Other group of businesses. Loss on divestiture of business during the third quarter of 2024 totaled $31.8 million including a loss of $30.0 million related to the sale of two production facilities in China, part of the Industrial Paper Packaging segment, and $1.8 million related to the sale of the Protective Solutions business (“Protexic”), part of the All Other group of businesses. See Note 4 to the Company’s Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

Other (expense)/income, net in the third quarter of 2025 was $(7.5) million, representing charges from third-party financial institutions related to our centralized treasury program under which the Company sells certain trade accounts receivable in order to accelerate its cash collection cycle primarily within our Consumer Packaging segment.

Net interest expense for the third quarter of 2025 increased to $56.6 million, compared with $55.1 million during the third quarter of 2024, primarily driven by the Eviosys acquisition.

The effective tax rates on GAAP income from continuing operations before income taxes and Adjusted income from continuing operations before income taxes in the third quarter of 2025 were 6.0% and 22.9%, respectively, compared with 35.2% and 21.1%, respectively, in the corresponding prior year quarter. The decrease in the GAAP effective tax rate was primarily from the recording of a deferred tax benefit on the outside basis difference related to the ThermoSafe business being classified as held for sale.

Discontinued Operations

Net income from discontinued operations totaled $19.8 million in the third quarter of 2024. The sale of TFP was completed on April 1, 2025.

Reportable Segments

The Company’s operating and reporting structure consists of two reportable segments, Consumer Packaging and Industrial Paper Packaging, with all remaining businesses reported as All Other. The following table summarizes net sales attributable to each of the Company’s segments and the All Other group of businesses for the third quarters of 2025 and 2024:

						Three Months Ended
(Dollars in thousands)						September 28, 2025						September 29, 2024						%  Change
Net sales:
Consumer Packaging						$	1,438,246					$	662,297					117.2		%
Industrial Paper Packaging						584,969						585,082						—		%
Total reportable segments						2,023,215						1,247,379						62.2		%
All Other						107,893						107,273						0.6		%
Net sales						$	2,131,108					$	1,354,652					57.3		%

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SONOCO PRODUCTS COMPANY

The following table summarizes operating profit attributable to each of the Company’s reportable segments, the All Other group of businesses, and Corporate-related activity during the third quarters of 2025 and 2024:

						Three Months Ended
(Dollars in thousands)						September 28, 2025						September 29, 2024						% Change
Operating profit:
Consumer Packaging						$	208,985					$	96,295					117.0		%
Industrial Paper Packaging						89,857						70,206						28.0		%
Segment operating profit						298,842						166,501						79.5		%
All Other						18,302						17,440						4.9		%
Corporate
Restructuring/Asset impairment charges						(48,388)						(6,149)
Amortization of acquisition intangibles						(49,034)						(17,624)
Loss on divestiture of business						(3,031)						(31,770)
Acquisition, integration and divestiture-related costs						(9,318)						(15,605)
Other corporate costs						(8,804)						(10,368)
Other operating expense, net						(3,603)						(317)
Operating profit						$	194,966					$	102,108					90.9		%

Consumer Packaging

The products produced and sold within the Consumer Packaging segment are generally used to package a variety of consumer products and consist primarily of round and shaped rigid paper, steel and plastic containers; and metal and peelable membrane ends, closures, and components. These products primarily serve the consumer staples market, focused on food, beverage, household, personal, and pharmaceutical products.

Segment net sales increased $775.9 million over the corresponding prior year quarter primarily as a result of $758.2 million of net sales, including the impact of foreign exchange rates, attributable to Metal Packaging EMEA following the December 2024 acquisition of Eviosys, and price increases of $37.8 million implemented to offset the effects of inflation and tariffs, partially offset by softer volumes across the segment.

Segment operating profit increased over the corresponding prior year quarter primarily due to $101.6 million of operating profit from Metal Packaging EMEA, including the impact of foreign exchange rates and favorable price/cost of $24.2 million, partially offset by soft volume/mix of $15.1 million. Segment operating profit margin was 14.5% in both the third quarter of 2025 and 2024.

Industrial Paper Packaging    

The primary products produced and sold within the Industrial Paper Packaging segment include goods produced from recycled fiber, including paperboard tubes, cones, and cores; paper-based protective packaging; and uncoated recycled paperboard for folding cartons, can board and laminated structures. Products across this segment support end markets, primarily in paper, textile, and films.

Segment net sales remained fairly flat from the corresponding prior year quarter as volume declines of $15.2 million across the segment and the loss of $14.1 million in net sales related to the 2024 divestiture of two production facilities in China offset year-over-year price increases of $26.1 million.

Segment operating profit increased over the corresponding prior year quarter primarily due to the positive impact of price/cost of $21.2 million and strong productivity from procurement savings, production efficiencies, and fixed cost reduction initiatives, partially offset by lower volume/mix. As a result, segment operating profit margin increased to 15.4% in the third quarter of 2025 from 12.0% in the same period last year.

All Other    

The primary products produced within the All Other group of businesses consist of a variety of packaging materials, including plastic, paper, foam, and various other specialty materials serving a wide variety of end markets including consumer staples, consumer discretionary, and industrial.

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Net sales remained relatively flat from the same period of the prior year as volume gains in temperature-assured packaging were essentially offset by lower volume from industrial plastics.

All Other operating profit increased in the third quarter of 2025 compared to the same period last year as solid productivity from certain procurement savings, production efficiencies, and fixed cost reduction initiatives only partially offset lower volumes from industrial plastics and negative price/cost. As a result, operating profit margin increased to 17.0% in the third quarter of 2025 compared to 16.3% in the same period last year.

Nine Months Ended September 28, 2025 Compared with Nine Months Ended September 29, 2024

The following discussion provides a review of results for the nine-month period ended September 28, 2025 compared with the nine-month period ended September 29, 2024.

Overview

Consolidated net sales for the first nine months of 2025 were $5.8 billion, a $1.8 billion or 45.9% increase from the same period last year. The increase was driven by $1.8 billion in net sales attributable to Metal Packaging EMEA following the December 2024 Eviosys acquisition, including the impact of foreign currency exchange rates, and a $132.0 million favorable impact as a result of selling price increases across the business. These increases were partially offset by the year-over-year loss of $78.4 million in sales due to divestitures (excluding the divestiture of TFP, which is accounted for as discontinued operations) and an unfavorable impact from decline in volume/mix of $49.3 million.

GAAP operating profit for the first nine months of 2025 was $497.5 million, an increase of 83.9% from the $270.5 million reported for the first nine months of 2024. The increase in GAAP operating profit reflected a $371.1 million increase in gross profit primarily attributable to Metal Packaging EMEA following the Eviosys acquisition and the absence of $18.0 million of net losses related to divestitures, partially offset by increases of $145.4 million in selling, general and administrative expenses, including the amortization of intangible assets, and $16.6 million of restructuring costs. Adjusted operating profit for the first nine months of 2025 was $768.0 million, an increase of 72.2% from the $446.0 million reported for the same period in 2024.

GAAP net income attributable to Sonoco for the first nine months of 2025 increased to $670.8 million, or $6.74 per diluted share, compared to $206.9 million, or $2.09 per diluted share, reported for the same period of 2024. This increase reflects the increase in GAAP operating profit as described above and the gain on sale from the TFP divestiture, offset by lower sales following the completion of the TFP divestiture. Adjusted net income attributable to Sonoco and Adjusted diluted EPS for the nine-month period ended September 28, 2025 increased 20.2% to $464.1 million, or $4.66 per diluted share, from $386.1 million, or $3.89 per diluted share, in the nine-month period ended September 29, 2024.

Costs and Expenses

Cost of goods sold increased by $1.4 billion, or 46.6%, in the first nine months of 2025 compared with the first nine months of 2024. This increase was primarily driven by increased costs attributable to Metal Packaging EMEA following the Eviosys acquisition, partially offset by lower costs after the sales of the Protexic business and two production facilities in China in 2024. Gross profit margins were 21.3% for the first nine months of 2025 and 21.7% for the first nine months of 2024.

Selling, general and administrative costs for the first nine months of 2025 increased $145.4 million, or 28.9%, year over year. This increase reflected $188.5 million of higher costs attributable to Metal Packaging EMEA following the Eviosys acquisition, partially offset by $14.5 million lower costs related to divested businesses, a $13.7 million decrease in acquisition, integration and divestiture-related costs and decreased labor and consulting fees.

Restructuring/Asset impairment charges totaled $71.7 million during the first nine months of 2025, compared with $55.1 million during the same period last year. The increase was primarily related to the higher cost of restructuring actions in 2025, including Metal Packaging EMEA restructuring projects in the Consumer Packaging segment and the closure of the Atizapán, Mexico paper mill in the Industrial Paper Packaging segment. Additional information regarding restructuring and asset impairment charges is provided in Note 6 to the Company’s Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Loss on divestiture of business of $9.3 million during the first nine months of 2025 reflected losses from the sales of the Company’s tube and core operations in Venezuela and the recycling operations in Asheville and a charge on the pending sale of ThermoSafe, partially offset by a gain from the sale of a small construction tube operation in France. Loss on divestiture of business during the first nine months of 2024 primarily resulted from the sales of two production facilities

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in China. See Note 4 to the Company’s Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

Other expense, net during the first nine months of 2025 was $20.6 million, reflecting charges from third-party financial institutions related to our centralized treasury program under which the Company sells certain trade accounts receivable in order to accelerate its cash collection cycle primarily within our Consumer Packaging segment. Other income, net during the first nine months of 2024 reflected the $5.9 million gain upon the fair value remeasurement of one of the Company’s affiliate investments. See Note 4 to the Company’s Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information related to the 2024 gain.

Non-operating pension costs decreased by $1.3 million during the first nine months year over year. The decrease is primarily due to higher expected return on plan assets and lower amortization and settlement charges, partially offset by higher interest costs during the first nine months of 2025. Additional information regarding costs of the Company’s retirement plans is provided in Note 13 to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

GAAP net interest expense during the first nine months of 2025 increased to $165.5 million, compared with $107.7 million during the first nine months of 2024. The increase of $57.8 million was primarily due to higher year-over-year debt levels resulting from financing transactions related to the Eviosys acquisition.

The effective tax rates on GAAP income from continuing operations before income taxes and Adjusted income from continuing operations before income taxes in the first nine months of 2025 were 22.6% and 24.5%, respectively, compared with 25.4% and 24.2%, respectively, in the prior-year period. The decrease in the GAAP effective tax rate was primarily from the recording of a deferred tax benefit on the outside basis difference related to the ThermoSafe business being classified as held for sale.

Discontinued Operations

Net income from discontinued operations totaled $429.7 million for the first nine months of 2025, compared with $83.1 million for the first nine months of 2024. The increase in net income reflected the gain on the divestiture of TFP, partially offset by lower sales following the completion of the TFP divestiture on April 1, 2025.

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Reportable Segments

The following table summarizes net sales attributable to each of the Company’s reportable segments, and the All Other group of businesses during the first nine months of 2025 and 2024: 

						Nine Months Ended
(Dollars in thousands)						September 28, 2025						September 29, 2024						% Change
Net sales:
Consumer Packaging						$	3,731,872					$	1,827,018					104.3		%
Industrial Paper Packaging						1,730,917						1,778,912						(2.7)		%
Total reportable segments						5,462,789						3,605,930						51.5		%
All Other						287,988						336,159						(14.3)		%
Net sales						$	5,750,777					$	3,942,089					45.9		%

The following table summarizes operating profit attributable to each of the Company’s reportable segments, the All Other group of businesses, and Corporate-related activity during the first nine months of 2025 and 2024:

						Nine Months Ended
(Dollars in thousands)						September 28, 2025						September 29, 2024						% Change
Operating profit:
Consumer Packaging						$	510,109					$	228,618					123.1		%
Industrial Paper Packaging						242,212						203,008						19.3		%
Segment operating profit						752,321						431,626						74.3		%
All Other						43,337						48,430						(10.5)		%
Corporate
Restructuring/Asset impairment charges						(71,721)						(55,122)
Amortization of acquisition intangibles						(135,188)						(52,997)
(Loss)/Gain on divestiture of business						(9,297)						(27,292)
Acquisition, integration and divestiture-related costs						(47,745)						(43,201)
Other corporate costs						(27,657)						(34,091)
Other operating income/(expense), net						(6,557)						3,138
Operating profit						$	497,493					$	270,491					83.9		%

Consumer Packaging

Segment net sales increased 104.3% year to date compared to the prior-year period, primarily as a result of $1.8 billion of net sales, including the impact of foreign exchange rates, attributable to Metal Packaging EMEA following the December 2024 acquisition of Eviosys, a $54.1 million favorable impact from increased pricing, and a $21.1 million favorable impact from higher volume/mix during the period.

Year-to-date segment operating profit increased 123.1%, primarily due to $248.1 million of operating profit from Metal Packaging EMEA following the acquisition of Eviosys, an increase from strong price/cost initiatives of $49.0 million, and strong productivity from procurement savings, production efficiencies, and fixed cost reduction initiatives of $8.5 million, which overcame slight softness in volumes. As a result, segment operating profit margin increased to 13.7% in the first nine months of 2025 from 12.5% in the same period last year.

Industrial Paper Packaging

Segment net sales decreased year to date compared to the prior-year period primarily due to decline in volume/mix of $65.7 million, the loss of $38.3 million of net sales related to the 2024 divestiture of two production facilities in China and the unfavorable impact from foreign currency exchange rates. These declines were partially offset by a $76.7 million favorable impact from higher selling prices.

Segment operating profit increased 19.3% versus the prior-year period primarily as a result of improved price/cost trends of $51.4 million and improved productivity from procurement savings, production efficiencies and fixed cost initiatives of $19.7 million. This was partially offset by $20.5 million in lower sales due to volume declines across the segment and

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the unfavorable impact from foreign currency exchange rates. As a result, segment operating margin increased to 14.0% in the first nine months of 2025 from 11.4% in the same period last year.

All Other

Net sales for the All Other group of businesses declined 14.3% year to date compared to the prior-year period primarily due to the sale of Protexic in 2024.

All Other operating profit declined 10.5% year to date compared to the prior-year period due to the sale of Protexic, lower volumes and negative price/cost, partially offset by higher productivity from procurement savings, production efficiencies, and fixed cost reduction initiatives. Segment operating margin increased to 15.0% in the first nine months of 2025 compared to 14.4% in the same period in 2024.

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NON-GAAP FINANCIAL MEASURES

The Company uses certain financial performance measures, both internally and externally, that are not in conformity with GAAP (referred to as “non-GAAP financial measures”) to assess and communicate the financial performance of the Company. These “non-GAAP” financial measures, which are identified using the term “Adjusted” (for example, “Adjusted Operating Profit,” “Adjusted Net Income Attributable to Sonoco,” and “Adjusted Diluted EPS) reflect adjustments to the Company’s GAAP operating results to exclude amounts, including the associated tax effects, where applicable, relating to:

•restructuring/asset impairment charges1;

•acquisition, integration and divestiture-related costs;

•gains or losses from the divestiture of businesses and other assets;

•losses from the early extinguishment of debt;

•non-operating pension costs;

•amortization expense on acquisition intangibles;

•changes in last-in, first-out (“LIFO”) inventory reserves;

•certain income tax events and adjustments;

•derivative gains/losses;

•other non-operating income and losses; and

•certain other items, if any.

1 Restructuring and restructuring-related asset impairment charges are a recurring item as the Company’s restructuring programs usually require several years to fully implement, and the Company is continually seeking to take actions that could enhance its efficiency. Although recurring, these charges are subject to significant fluctuations from period to period due to the varying levels of restructuring activity, the inherent imprecision in the estimates used to recognize the impairment of assets and the wide variety of costs and taxes associated with severance and termination benefits in the countries in which the restructuring actions occur.

The Company’s management believes the exclusion of the amounts related to the above-listed items improves the period-to-period comparability and analysis of the underlying financial performance of the business. More information about the Company’s use of non-GAAP financial measures is provided in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, under Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Non-GAAP Financial Measures.”

In addition to the “Adjusted” results described above, the Company also uses Adjusted EBITDA, Segment Adjusted EBITDA, and Segment Adjusted EBITDA Margin. Adjusted EBITDA is defined as net income excluding the following: interest expense; interest income; provision for income taxes; depreciation and amortization expense; non-operating pension costs; net income/loss attributable to noncontrolling interests; restructuring/asset impairment charges; changes in LIFO inventory reserves; gains/losses from the divestiture of businesses and other assets; acquisition, integration and divestiture-related costs; other income; derivative gains/losses; and other non-GAAP adjustments, if any, that may arise from time to time. Segment Adjusted EBITDA is defined as segment operating profit plus depreciation and amortization expense and equity in earnings of affiliates, net of tax. Segment Adjusted EBITDA Margin is defined as Segment Adjusted EBITDA divided by segment net sales.

The Company’s non-GAAP financial measures are not calculated in accordance with, nor are they an alternative for, measures conforming to GAAP, and they may be different from non-GAAP financial measures used by other companies. In addition, these non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles.

The Company presents these non-GAAP financial measures to provide investors with information to evaluate Sonoco’s operating results in a manner similar to how management evaluates business performance. The Company consistently applies its non-GAAP financial measures presented herein and uses them for internal planning and forecasting purposes, to evaluate its ongoing operations, and to evaluate the ultimate performance of management and each business unit against plans/forecasts. In addition, these same non-GAAP financial measures are used in determining incentive compensation for the entire management team and in providing earnings guidance to the investing community.

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Material limitations associated with the use of such measures include that they do not reflect all period costs included in operating expenses and may not be comparable with similarly named financial measures of other companies. Furthermore, the calculations of these non-GAAP financial measures are based on subjective determinations of management regarding the nature and classification of events and circumstances that the investor may find material and view differently.

To compensate for any limitations in such non-GAAP financial measures, management believes that it is useful in evaluating the Company’s results to review both GAAP information, which includes all of the items impacting financial results, and the related non-GAAP financial measures that exclude certain elements, as described above. Further, Sonoco management does not, nor does it suggest that investors should, consider any non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Whenever reviewing a non-GAAP financial measure, investors are encouraged to review and consider the related reconciliation to understand how it differs from the most directly comparable GAAP measure.

Quarterly Reconciliations of GAAP to Non-GAAP Financial Measures

The following tables reconcile the Company’s non-GAAP financial measures to their most directly comparable GAAP financial measures in the Company’s Condensed Consolidated Statements of Income for the three-month periods ended September 28, 2025 and September 29, 2024.

Adjusted Operating Profit, Adjusted Income from Continuing Operations Before Income Taxes, Adjusted Provision for Income Taxes, Adjusted Net Income Attributable to Sonoco, and Adjusted Diluted EPS

			For the three-month period ended September 28, 2025
Dollars in thousands, except per share data			Operating Profit			Income from Continuing Operations Before Income Taxes			Provision for Income Taxes						Net Income Attributable to Sonoco			Diluted EPS
As Reported (GAAP)			$	194,966		$	127,762		$	7,717					$	122,918		$	1.23
Acquisition, integration and divestiture-related costs1			9,318			9,318			2,377						6,941			0.07
Amortization of acquisition intangibles			49,034			49,034			10,581						38,453			0.39
Restructuring/Asset impairment charges			48,388			48,388			11,117						37,221			0.37
Loss/(Gain) on divestiture of business2			3,031			3,031			27,569						(24,538)			(0.25)
Non-operating pension costs			—			3,054			631						2,423			0.02
Net losses from derivatives			2,035			2,035			502						1,533			0.02
Other adjustments3			1,568			1,568			(4,652)						6,220			0.07
Total adjustments			113,374			116,428			48,125						68,253			0.69
Adjusted			$	308,340		$	244,190		$	55,842					$	191,171		$	1.92
Due to rounding, individual items may not sum appropriately.

1 Acquisition, integration and divestiture-related costs relate primarily to the Company’s December 2024 acquisition of Eviosys and the April 2025 divestiture of TFP.

2 Loss/(Gain) on divestiture of business includes the recognition of a deferred tax benefit on the outside basis difference related to the ThermoSafe business being classified as held for sale.

3 Other adjustments include an adjustment to deferred taxes from post-acquisition restructuring of the partitions business, provision-to-return adjustments related to the divested TFP business, and an increase in the valuation allowance on foreign tax credits.

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			For the three-month period ended September 29, 2024
Dollars in thousands, except per share data			Operating Profit			Income from Continuing Operations Before Income Taxes			Provision for Income Taxes						Net Income Attributable to Sonoco			Diluted EPS
As Reported (GAAP)1			$	102,108		$	44,103		$	15,519					$	50,921		$	0.51
Acquisition, integration and divestiture-related costs2			15,605			45,786			5,595						43,292			0.44
Changes in LIFO inventory reserves			790			790			199						591			0.01
Amortization of acquisition intangibles			17,624			17,624			4,402						17,082			0.17
Restructuring/Asset impairment charges			6,149			6,149			1,097						6,560			0.07
Loss on divestiture of business			31,770			31,770			454						31,316			0.31
Non-operating pension costs			—			2,947			738						2,209			0.02
Net gains from derivatives			(210)			(210)			(53)						(157)			—
Other adjustments			(263)			(685)			3,324						(3,928)			(0.04)
Total adjustments			71,465			104,171			15,756						96,965			0.98
Adjusted			$	173,573		$	148,274		$	31,275					$	147,886		$	1.49
Due to rounding, individual items may not sum appropriately.

1 Operating profit, income from continuing operations before income taxes, and provision for income taxes exclude results related to discontinued operations of $26,023, $25,453 and $5,635, respectively.

2 Acquisition, integration and divestiture-related costs include losses on treasury lock derivative instruments and amortization of financing fees totaling $30,181 related to debt instruments associated with the financing of the Eviosys acquisition. These amortization costs are included in “Interest expense” in the Company’s Condensed Consolidated Statements of Income.

Adjusted EBITDA1

			Three Months Ended
Dollars in thousands			September 28, 2025			September 29, 2024
Net income attributable to Sonoco			$	122,918		$	50,921
Adjustments
Interest expense			61,243			61,643
Interest income			(4,634)			(6,014)
Provision for income taxes			7,717			21,154
Depreciation and amortization			131,656			90,646
Non-operating pension costs			3,054			2,947
Net income attributable to noncontrolling interests			147			288
Restructuring/Asset impairment charges			48,388			8,190
Changes in LIFO inventory reserves			—			790
Loss on divestiture of business			3,031			31,770
Acquisition, integration and divestiture-related costs			9,318			19,623
Net loss/(gain) from derivatives			2,035			(210)
Other non-GAAP adjustments			1,568			(273)
Adjusted EBITDA			$	386,441		$	281,475

1Adjusted EBITDA is calculated on a total Company basis, including both continuing operations and discontinued operations.

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The Company does not calculate net income by segment; therefore, Adjusted EBITDA by segment is reconciled to the closest GAAP measure of segment profitability, segment operating profit. Segment operating profit is the measure of segment profit or loss reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing their performance in accordance with Accounting Standards Codification (“ASC”) 280, “Segment Reporting,” as prescribed by the Financial Accounting Standards Board.

Segment results, which are reviewed by the Company’s management to evaluate segment performance, do not include the following: restructuring/asset impairment charges; amortization of acquisition intangibles; acquisition, integration and divestiture-related costs; changes in LIFO inventory reserves; gains/losses from the sale of businesses or other assets; gains/losses from derivatives; or certain other items, if any, the exclusion of which the Company believes improves the comparability and analysis of the ongoing operating performance of the business. Accordingly, the term “segment operating profit” is defined as the segment’s portion of “operating profit” excluding those items. All other general corporate expenses have been allocated as operating costs to each of the Company’s reportable segments and All Other, except for costs related to discontinued operations. Total operating profit is composed of the sum of segment and All Other operating profit plus certain items that have been allocated to Corporate, including amortization of acquisition intangibles; restructuring/asset impairment charges; changes in LIFO inventory reserves; acquisition, integration and divestiture-related costs; gains/losses from the sale of businesses or other assets; gains/losses on derivatives; and certain other items that were excluded from segment and All Other operating profit.

Segment and All Other Adjusted EBITDA and Adjusted EBITDA Margin Reconciliation
For the Three Months Ended September 28, 2025
Excludes results of discontinued operations
Dollars in thousands			Consumer Packaging segment			Industrial Paper Packaging segment			All Other			Corporate			Total
Segment and Total Operating Profit			$	208,985		$	89,857		$	18,302		$	(122,178)		$	194,966
Adjustments:
Depreciation and amortization1			50,419			29,955			2,248			49,034			131,656
Other expense2			—			—			—			(7,541)			(7,541)
Equity in earnings of affiliates, net of tax			190			2,830			—			—			3,020
Restructuring/Asset impairment charges3			—			—			—			48,388			48,388
Acquisition, integration and divestiture-related costs4			—			—			—			9,318			9,318
Loss on divestiture of business5			—			—			—			3,031			3,031
Net loss from derivatives6			—			—			—			2,035			2,035
Other non-GAAP adjustments			—			—			—			1,568			1,568
Segment Adjusted EBITDA			$	259,594		$	122,642		$	20,550		$	(16,345)		$	386,441
Net Sales			$	1,438,246		$	584,969		$	107,893
Segment Operating Profit Margin			14.5		%	15.4		%	17.0		%
Segment Adjusted EBITDA Margin			18.0		%	21.0		%	19.0		%

1 Included in Corporate is the amortization of acquisition intangibles associated with the Consumer Packaging segment of $43,397, the Industrial Paper Packaging segment of $5,485, and the All Other group of businesses of $152.

2 These expenses relate to charges from third-party financial institutions related to our centralized treasury program under which the Company sells certain trade accounts receivable in order to accelerate its cash collection cycle, primarily within the Consumer Packaging segment.

3 Included in Corporate are restructuring/asset impairment charges associated with the Consumer Packaging segment of $35,027, and the Industrial Paper Packaging segment of $11,181.

4 Included in Corporate are acquisition, integration and divestiture-related costs associated with the Consumer Packaging segment of $1,293 and the Industrial Paper Packaging segment of $97.

5 Included in Corporate is a $31 loss on the sale of a recycling facility in Asheville, North Carolina associated with the Industrial Paper Packaging segment and a $3,000 charge related to the pending divestiture of ThermoSafe, part of the All Other group of businesses.

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6 Included in Corporate are net losses from derivatives associated with the Consumer Packaging segment of $196, the Industrial Paper Packaging segment of $1,760, and the All Other group of businesses of $79.

Segment and All Other Adjusted EBITDA and Adjusted EBITDA Margin Reconciliation
For the Three Months Ended September 29, 2024
Excludes results of discontinued operations
Dollars in thousands			Consumer Packaging segment			Industrial Paper Packaging segment			All Other			Corporate			Total
Segment and Total Operating Profit			$	96,295		$	70,206		$	17,440		$	(81,833)		$	102,108
Adjustments:
Depreciation and amortization1			25,576			28,989			2,729			17,624			74,918
Equity in earnings of affiliates, net of tax			369			2,438			—			—			2,807
Restructuring/Asset impairment charges2			—			—			—			6,149			6,149
Changes in LIFO inventory reserves3			—			—			—			790			790
Acquisition, integration and divestiture-related costs4			—			—			—			15,605			15,605
Loss on divestiture of business5			—			—			—			31,770			31,770
Net gains from derivatives6			—			—			—			(210)			(210)
Other non-GAAP adjustments			—			—			—			(263)			(263)
Segment Adjusted EBITDA			$	122,240		$	101,633		$	20,169		$	(10,368)		$	233,674
Net Sales			$	662,297		$	585,082		$	107,273
Segment Operating Profit Margin			14.5		%	12.0		%	16.3		%
Segment Adjusted EBITDA Margin			18.5		%	17.4		%	18.8		%

1 Included in Corporate is the amortization of acquisition intangibles associated with the Consumer Packaging segment of $11,110, the Industrial Paper Packaging segment of $6,306, and the All Other group of businesses of $208.

2 Included in Corporate are restructuring/asset impairment charges associated with the Consumer Packaging segment of $2,468 and the Industrial Paper Packaging segment of $3,798.

3 Included in Corporate are changes in LIFO inventory reserves associated with the Consumer Packaging segment of $758 and the Industrial Paper Packaging segment of $32.

4 Included in Corporate are acquisition, integration and divestiture-related costs associated with the Industrial Paper Packaging segment of $4,529 and the Consumer Packaging segment of $(137).

5 Included in Corporate are losses from the divestiture of business associated with the Industrial Paper Packaging segment of $29,965 related to the sale of two production facilities in China, and the All Other group of businesses of $1,805 related to the sale of Protexic.

6 Included in Corporate are net gains from derivatives associated with the Consumer Packaging segment of $(41), the Industrial Paper Packaging segment of $(160), and the All Other group of businesses of $(9).

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Year-to-Date Reconciliations of GAAP to Non-GAAP Financial Measures

The following tables reconcile the Company’s non-GAAP financial measures to their most directly comparable GAAP financial measures in the Company’s Condensed Consolidated Statements of Income for the nine-month periods ended September 28, 2025 and September 29, 2024.

Adjusted Operating Profit, Adjusted Income from Continuing Operations Before Income Taxes, Adjusted Provision for Income Taxes, Adjusted Net Income Attributable to Sonoco, and Adjusted Diluted EPS

			For the nine-month period ended September 28, 2025
Dollars in thousands, except per share data			Operating Profit			Income from Continuing Operations Before Income Taxes			Provision for Income Taxes						Net Income Attributable to Sonoco			Diluted EPS
As Reported (GAAP)1			$	497,493		$	302,186		$	68,364					$	670,770		$	6.74
Acquisition, integration and divestiture-related costs2			47,745			47,745			11,134						46,277			0.47
Changes in LIFO inventory reserves			1,755			1,755			433						1,322			0.01
Amortization of acquisition intangibles			135,188			135,188			29,586						105,389			1.06
Restructuring/Asset impairment charges			71,721			71,721			16,514						55,109			0.55
Loss/(Gain) on divestiture of business3			9,297			9,297			28,455						(443,706)			(4.46)
Non-operating pension costs			—			9,157			2,190						6,967			0.07
Net losses from derivatives			1,240			1,240			306						934			0.01
Other adjustments4			3,562			3,562			(14,456)						21,064			0.21
Total adjustments			270,508			279,665			74,162						(206,644)			(2.08)
Adjusted			$	768,001		$	581,851		$	142,526					$	464,126		$	4.66
Due to rounding, individual items may not sum appropriately.

1 Operating profit, income from continuing operations before income taxes, and provision for income taxes exclude results related to discontinued operations of $663,564, $638,752, and $209,032, respectively.

2 Acquisition, integration and divestiture-related costs relate primarily to the Company’s December 2024 acquisition of Eviosys and the April 2025 divestiture of TFP.

3 Loss/(Gain) on divestiture of business primarily consists of the gain on the sale of TFP, included in “Net income from discontinued operations” in the Company’s Condensed Consolidated Statements of Income, and the recognition of a deferred tax benefit on the outside basis difference related to the ThermoSafe business being classified as held for sale.

4 Other adjustments include discrete tax items primarily related to tax rate changes, an adjustment to deferred taxes from post-acquisition restructuring of the partitions business, provision-to-return adjustments related to the divested TFP business, and an increase in the valuation allowance on foreign tax credits.

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			For the nine-month period ended September 29, 2024
Dollars in thousands, except per share data			Operating Profit			Income from Continuing Operations Before Income Taxes			Provision for Income Taxes						Net Income Attributable to Sonoco			Diluted EPS
As Reported (GAAP)1			$	270,491		$	158,242		$	40,146					$	206,909		$	2.09
Acquisition, integration and divestiture-related costs2			43,201			73,382			12,659						64,064			0.64
Changes in LIFO inventory reserves			(197)			(197)			(49)						(148)			—
Amortization of acquisition intangibles			52,997			52,997			13,105						51,423			0.52
Restructuring/Asset impairment charges			55,122			55,122			10,938						47,260			0.48
Loss on divestiture of business			27,292			27,292			1,676						25,616			0.26
Other income, net			—			(5,867)			—						(5,867)			(0.06)
Non-operating pension costs			—			10,412			2,593						7,819			0.08
Net gains from derivatives			(3,981)			(3,981)			(1,001)						(2,980)			(0.03)
Other adjustments3			1,040			1,040			8,959						(7,961)			(0.09)
Total adjustments			175,474			210,200			48,880						179,226			1.80
Adjusted			$	445,965		$	368,442		$	89,026					$	386,135		$	3.89
Due to rounding, individual items may not sum appropriately.

1 Operating profit, income from continuing operations before income taxes, and provision for income taxes exclude results related to discontinued operations of $110,465, $108,794, and $25,675, respectively.

2 Acquisition, integration and divestiture related costs include losses on treasury lock derivative instruments and amortization of financing fees totaling $30,181 related to debt instruments associated with the financing of the Eviosys acquisition. These amortization costs are included in “Interest expense” in the Company’s Condensed Consolidated Statements of Income.

3 Other adjustments include discrete tax items primarily related to a $10,070 adjustment to deferred taxes from the post-acquisition restructuring of the partitions business.

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Adjusted EBITDA1

			Nine Months Ended
Dollars in thousands			September 28, 2025			September 29, 2024
Net income attributable to Sonoco			$	670,770		$	206,909
Adjustments
Interest expense			206,548			122,503
Interest income			(16,385)			(13,127)
Provision for income taxes			277,396			65,821
Depreciation and amortization			382,623			270,691
Non-operating pension costs			9,157			10,412
Net (loss)/income attributable to noncontrolling interests			(17)			524
Restructuring/Asset impairment charges			72,147			59,058
Changes in LIFO inventory reserves			1,755			(197)
(Gain)/Loss on divestiture of business			(616,476)			27,292
Acquisition, integration and divestiture-related costs			60,421			47,553
Other income, net			—			(5,867)
Net loss/(gain) from derivatives			1,240			(3,981)
Other non-GAAP adjustments			2,949			851
Adjusted EBITDA			$	1,052,128		$	788,442

1Adjusted EBITDA is calculated on a total Company basis, including both continuing operations and discontinued operations.

The following tables reconcile segment operating profit, the closest GAAP measure of profitability, to Segment Adjusted EBITDA.

Segment and All Other Adjusted EBITDA and Adjusted EBITDA Margin Reconciliation
For the Nine Months Ended September 28, 2025
Dollars in thousands			Consumer Packaging segment			Industrial Paper Packaging segment			All Other			Corporate			Total
Segment and Total Operating Profit			$	510,109		$	242,212		$	43,337		$	(298,165)		$	497,493
Adjustments:
Depreciation and amortization1			152,175			88,126			7,445			135,188			382,934
Other expense2			—			—			—			(20,617)			(20,617)
Equity in earnings of affiliates, net of tax			309			6,902			—			—			7,211
Restructuring/Asset impairment charges3			—			—			—			71,721			71,721
Changes in LIFO inventory reserves4			—			—			—			1,755			1,755
Acquisition, integration and divestiture-related costs5			—			—			—			47,745			47,745
Loss on divestiture of business6			—			—			—			9,297			9,297
Net loss from derivatives7			—			—			—			1,240			1,240
Other non-GAAP adjustments			—			—			—			3,562			3,562
Segment Adjusted EBITDA			$	662,593		$	337,240		$	50,782		$	(48,274)		$	1,002,341
Net Sales			$	3,731,872		$	1,730,917		$	287,988
Segment Operating Profit Margin			13.7		%	14.0		%	15.0		%
Segment Adjusted EBITDA Margin			17.8		%	19.5		%	17.6		%

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1 Included in Corporate is the amortization of acquisition intangibles associated with the Consumer Packaging segment of $118,232, the Industrial Paper Packaging segment of $16,405, and the All Other group of businesses of $551.

2 These expenses relate to charges from third-party financial institutions related to our centralized treasury program under which the Company sells certain trade accounts receivable in order to accelerate its cash collection cycle primarily within the Consumer Packaging segment.

3 Included in Corporate are restructuring/asset impairment charges/(income) associated with the Consumer Packaging segment of $37,736, the Industrial Paper Packaging segment of $31,944, and income associated with the All Other group of businesses of $(27).

4 Included in Corporate are changes in LIFO inventory reserves associated with the Consumer Packaging segment of $1,755.

5 Included in Corporate are acquisition, integration and divestiture-related costs associated with the Consumer Packaging segment of $22,502 and the Industrial Paper Packaging segment of $528.

6 Included in Corporate are net losses on the divestiture of businesses associated with the Industrial Paper Packaging segment of $6,297, including losses of $5,390 related to the sale of the Company’s operations in Venezuela and $2,114 from the sale of a recycling facility in Asheville, North Carolina, partially offset by a gain of $(1,207) from the sale of a production facility in France and a charge associated with the All Other group of businesses of $3,000 related to the pending divestiture of ThermoSafe.

7 Included in Corporate are net losses from derivatives associated with the Consumer Packaging segment of $120, the Industrial Paper Packaging segment of $1,072, and the All Other group of businesses of $48.

Segment and All Other Adjusted EBITDA and Adjusted EBITDA Margin Reconciliation
For the Nine Months Ended September 29, 2024
Dollars in thousands			Consumer Packaging segment			Industrial Paper Packaging segment			All Other			Corporate			Total
Segment and Total Operating Profit			$	228,618		$	203,008		$	48,430		$	(209,565)		$	270,491
Adjustments:
Depreciation and amortization1			75,705			86,133			9,098			52,997			223,933
Equity in earnings of affiliates, net of tax			416			5,802			—			—			6,218
Restructuring/Asset impairment charges2			—			—			—			55,122			55,122
Changes in LIFO inventory reserves3			—			—			—			(197)			(197)
Acquisition, integration and divestiture-related costs4			—			—			—			43,201			43,201
Loss on divestiture of business5			—			—			—			27,292			27,292
Net gains from derivatives6			—			—			—			(3,981)			(3,981)
Other non-GAAP adjustments			—			—			—			1,040			1,040
Segment Adjusted EBITDA			$	304,739		$	294,943		$	57,528		$	(34,091)		$	623,119
Net Sales			$	1,827,018		$	1,778,912		$	336,159
Segment Operating Profit Margin			12.5		%	11.4		%	14.4		%
Segment Adjusted EBITDA Margin			16.7		%	16.6		%	17.1		%

1 Included in Corporate is the amortization of acquisition intangibles associated with the Consumer Packaging segment of $33,209, the Industrial Paper Packaging segment of $19,168, and the All Other group of businesses of $620.

2 Included in Corporate are restructuring/asset impairment charges associated with the Consumer Packaging segment of $16,661, the Industrial Paper Packaging segment of $34,138, and the All Other group of businesses of $1,362.

3 Included in Corporate are changes in LIFO inventory reserves associated with the Consumer Packaging segment of $388 and the Industrial Paper Packaging segment of $(585).

4 Included in Corporate are acquisition, integration and divestiture-related costs associated with the Consumer Packaging segment of $144 and the Industrial Paper Packaging segment of $3,658.

5 Included in Corporate are net losses from the divestiture of businesses within the Industrial Paper Packaging segment of $28,715, including a loss of $29,965 from the sale of two production facilities in China, partially offset by a gain of

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$(1,250) from the sale of the S3 business, and a gain on divestiture of businesses associated with the the All Other group of businesses of $(1,423) related to the sale of Protexic.

6 Included in Corporate are net gains from derivatives associated with the Consumer Packaging segment of $(624), the Industrial Paper Packaging segment of $(2,628), and the All Other group of businesses of $(729).

FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

Operating activities provided cash of $276.9 million and $437.6 million in the first nine months of 2025 and 2024, respectively, a year-over-year decrease of $160.7 million. GAAP net income increased by $463.3 million year over year, primarily as a result of the gain on the divestiture of TFP, partially offset by higher depreciation and amortization. Net working capital used $299.7 million of cash in the first nine months of 2025, while using $115.8 million in the same period of 2024, for a year-over-year decrease in operating cash flow of $183.8 million. Accounts receivable used $37.5 million less cash during the first nine months of 2025 than in the same period of 2024 as a result of a changing mix in customer payment terms and strong focus on cash management. Inventory used cash of $108.5 million in the first nine months of 2025, while using $6.7 million in the same period of 2024 due to higher overall inventory levels, mainly in tinplate steel, reflecting the impacts of both inflation and seasonality. Accounts payable used cash of $46.1 million in the first nine months of 2025 and provided cash of $73.5 million in the same period of 2024 due to timing of purchases and scheduled payments. The Company has continued to actively manage inventories and review payment terms with customers and suppliers to address risk and balance economic benefit. Changes in accrued expenses and other assets and liabilities used $44.8 million of cash in the first nine months of 2025 and provided $43.6 million of cash in the same period of 2024, for a higher year-over-year use of cash of $88.5 million. The primary drivers contributing to the change include higher year-over-year payments related to management incentive compensation of $28.9 million, interest of $26.1 million, and acquisition/divestiture-related costs of $27.2 million. Additionally, prepaid expenses provided $31.1 million of cash in 2025 and used $38.9 million of cash in 2024, reflecting lower advance payments year over year for steel purchases from China. Income taxes payable provided $192.1 million of cash in 2025, compared to $23.3 million in 2024, primarily due to the deferral of payments on the gain from the sale of the TFP business. One-half of the related tax payments will be made in the fourth quarter of 2025 and the remainder in the first quarter of 2026.

Investing activities provided $1,584.3 million of cash in the first nine months of 2025, compared with using $178.1 million of cash in the same period of 2024. The higher year-over-year provision of cash of $1,762.4 million was primarily the result of the sale of the Company’s TFP business on April 1, 2025 for which the Company received net cash proceeds totaling $1,807.5 million, and a final working capital settlement of $16.5 million related to the December 2024 acquisition of Eviosys. Proceeds from sale of businesses in the first nine months of 2024 were $81.2 million, primarily from the sale of Protexic. Capital expenditures during the first nine months of 2025 totaled $253.4 million, a $17.9 million decrease from the prior year. Investing cash flows in the first nine months of 2024 also reflect the Company’s $10.0 million investment in a small South Carolina-based designer and manufacturer of sustainable protective packaging solutions. Additionally, proceeds from the settlement of a net investment hedge provided $9.1 million of cash in the first nine months of 2024.

Financing activities used $2,090.3 million of cash in the first nine months of 2025 and provided $1,529.5 million of cash in the same period of 2024. The use of cash during the first nine months of 2025 reflected net debt repayments totaling $1,938.4 million, including the repayment upon maturity of the $400 million aggregate principal amount of the Company’s 1.800% notes due February 2025, largely funded by commercial paper borrowings, and the April 2025 repayment of the outstanding $1,500 million principal amount of borrowings under its 364-day term loan facility and a portion of its outstanding commercial paper borrowings using cash proceeds from the sale of TFP. Net debt proceeds in the first nine months of 2024 were $1,714.1 million, including $1,779.9 million of net proceeds from the issuance of senior unsecured notes in September 2024 to fund a portion of the cash consideration for the Eviosys acquisition. These proceeds were partially offset by $74.5 million of principal repayments on the Company’s syndicated term loan during the first nine months of 2024. Other financing costs in the first nine months of 2024 included $19.0 million in fees related to a 364-day senior unsecured bridge term loan facility obtained in June 2024 in connection with the Eviosys acquisition. Cash used to pay dividends increased by $3.4 million year over year, reflecting the increase in the quarterly dividend payment from $0.52 per share to $0.53 per share approved by the Company’s Board of Directors in April 2025. Cash used to repurchase the Company’s common stock to satisfy employee tax withholding obligations in association with the exercise of certain share-based compensation awards was $10.6 million in the nine-month period ended September 28, 2025, compared to $9.2 million in the corresponding prior-year period.

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During the nine-month period ended September 28, 2025, the Company reported a net increase in cash and cash equivalents of $31.9 million due to currency translation adjustments resulting from a weaker U.S. dollar relative to the majority of the foreign currencies in which the Company’s cash and cash equivalents were held.

The Company’s cash balances are held in numerous locations throughout the world. At September 28, 2025 and December 31, 2024, approximately $186.5 million and $190.1 million, respectively, of the Company’s reported cash and cash equivalents balances of $244.9 million and $431.0 million, respectively, were held outside of the United States by its foreign subsidiaries. Cash held outside of the United States is available to meet local liquidity needs or for capital expenditures, acquisitions, and other offshore growth opportunities.

The Company uses a notional pooling arrangement with an international bank to help manage global liquidity requirements. Under this pooling arrangement, the Company and its participating subsidiaries may maintain either a cash deposit or a borrowing position through local currency accounts with the bank, so long as the aggregate position of the global pool is a notionally calculated net cash deposit. Because it maintains a security interest in the cash deposits and has the right to offset the cash deposits against the borrowings, the bank provides the Company and its participating subsidiaries favorable interest terms on both the cash deposit and borrowing positions.

The Company maintains a revolving credit facility with total commitments of $1.25 billion and a maturity date of May 3, 2029. The Company’s $1.25 billion commercial paper program is supported by the revolving credit facility. At September 28, 2025, the Company had $90.0 million in commercial paper balances outstanding; accordingly, the committed capacity available for drawdown under its revolving credit facility at September 28, 2025 was $1.16 billion. The Company has the contractual right to draw funds directly on the underlying revolving credit facility, which could possibly occur if there were a disruption in the commercial paper market.

On February 3, 2025, the Company repaid the $400 million aggregate principal amount of its 1.800% notes due February 2025 upon maturity using proceeds from the issuance of commercial paper.

On April 3, 2025, the Company repaid the outstanding $1.50 billion principal amount of borrowings under its 364-day term loan facility using a portion of the cash proceeds from the sale of TFP.

The outstanding $700 million principal amount of borrowings under the term loan due December 2026 will become payable upon completion of the ThermoSafe divestiture. Accordingly, the net obligation of $699.1 million has been classified as “Notes payable and current portion of long-term debt” in the Company’s Condensed Consolidated Balance Sheets.

At September 28, 2025, the Company had scheduled debt maturities of approximately $1.369 billion over the next twelve months. The Company believes that cash and cash equivalents on hand, expected net cash flows generated from operating and investing activities, available capacity under the Company’s increased borrowing arrangements, and proceeds from the pending ThermoSafe divestiture, will provide sufficient liquidity to cover the remaining debt maturities and other cash flow needs of the Company over the next twelve months and beyond.

Certain of the Company’s debt agreements impose restrictions with respect to the maintenance of financial ratios and the disposition of assets. The most restrictive covenants currently require the Company to maintain a minimum level of interest coverage and a minimum level of net worth, as defined in the agreements. As of September 28, 2025, the Company’s interest coverage and net worth were substantially above the minimum levels required under these covenants.

The Company continually explores strategic acquisition opportunities that may result in the use of cash. Given the nature of the acquisition process, the timing and amounts of such expenditures are not always predictable. The Company expects that any additional acquisitions requiring funding in excess of cash on hand would be financed using existing credit facilities or additional borrowings.

The Company anticipates making additional contributions to its other pension and postretirement plans of approximately $6 million during the remainder of 2025, resulting in expected total contributions to these plans of approximately $23 million in 2025. Future funding requirements beyond the current year will vary depending largely on investment performance, future actuarial assumptions, and legislative actions.

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OTHER ITEMS

Fair Value Measurements, Foreign Exchange Exposure and Risk Management

Certain assets and liabilities are reported in the Company’s financial statements at fair value, the fluctuation of which can impact the Company’s financial position and results of operations. Items reported by the Company at fair value on a recurring basis include derivative contracts and pension-related assets. The valuation of a majority of these items is based either on quoted prices in active and accessible markets or on other observable inputs.

As a result of operating globally, the Company is exposed to changes in foreign exchange rates. The exposure is well diversified, as the Company’s facilities are located throughout the world, and the Company generally sells in the same countries where it produces with both revenue and costs transacted in the local currency. The Company monitors these exposures and uses foreign currency forward contracts and other risk management instruments to manage exposure to changes in foreign currency cash flows and the translation of monetary assets and liabilities on the Company’s condensed consolidated financial statements by hedging a portion of forecasted transactions that are denominated in foreign currencies, foreign currency assets and liabilities, or its net investment in foreign subsidiaries. The Company’s foreign operations are exposed to political, geopolitical, and cultural risks, but these risks are mitigated by diversification and the relative stability of the countries in which the Company has significant operations.

The economy in Venezuela has been considered highly inflationary under U.S. GAAP since 2010. Accordingly, the Company considered the U.S. dollar to be the functional currency of its Venezuelan operations and used the official exchange rate when remeasuring the financial results of those operations since January 1, 2010. Economic conditions in Venezuela worsened considerably over the past several years with no indications that conditions were likely to improve in the foreseeable future. As a result, the Company sold its operations in Venezuela during the first quarter of 2025, recognizing a loss in the amount of $5.4 million, including $3.8 million of cumulative translation losses that were reclassified from accumulated other comprehensive income/(loss).

Turkey has been deemed to be a highly inflationary economy under U.S. GAAP since the first quarter of 2022. Accordingly, the Company considers the U.S. dollar to be the functional currency of its operations in Turkey and has remeasured monetary assets and liabilities denominated in Turkish lira to U.S. dollars with changes recorded through earnings. The cumulative impact of applying highly inflationary accounting to Turkey has been a pretax charge to earnings of $9.5 million ($7.3 million after tax), including $1.6 million ($1.2 million after tax) during the nine-month period ended September 28, 2025. The magnitude of future earnings impacts, however, is uncertain as such impacts are dependent upon unpredictable movements in the Turkish lira relative to the U.S. dollar. In addition to remeasurement-related charges, significant deterioration in the Turkish economy could result in the recognition of future impairment charges. However, the Company believes its exposure is limited to its net investment in Turkey, which was approximately $49 million as of September 28, 2025.

The Company is a purchaser of various raw material inputs such as recovered paper, energy, steel, aluminum, and plastic resin. The Company generally does not engage in significant hedging activities for these purchases other than for energy and, from time to time, aluminum, because there is usually a high correlation between the primary input costs and the ultimate selling price of its products. Inputs are generally purchased at market or at fixed prices that are established with individual suppliers as part of the purchase process for quantities expected to be consumed in the ordinary course of business. On occasion, where the correlation between selling price and input price is less direct, the Company may enter into derivative contracts such as futures or swaps to manage the effect of price fluctuations. In addition, the Company may occasionally use traditional, unleveraged interest-rate swaps to manage its mix of fixed and variable rate debt and control its exposure to interest rate movements within select ranges.

At September 28, 2025, the Company had derivative contracts outstanding to hedge the prices on a portion of anticipated aluminum purchases. These contracts, some of which qualify as cash flow hedges, include aluminum swaps totaling 6,916 metric tons. The total fair value of the Company’s commodity cash flow hedges netted to a gain position of $0.4 million and a gain position of $0.7 million at September 28, 2025 and December 31, 2024, respectively. The amount of the gain included in accumulated other comprehensive income/(loss) at September 28, 2025 expected to be reclassified to the income statement during the next twelve months is $0.3 million.

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SONOCO PRODUCTS COMPANY

The Company routinely enters into derivative currency contracts to mitigate the risk of unfavorable fluctuations in the exchange rate on certain anticipated foreign currency cash flows. The total market value of these instruments resulted in a net gain position of $1.4 million and a net loss position of $1.8 million at September 28, 2025 and December 31, 2024, respectively. In addition, at September 28, 2025, the Company had various currency contracts outstanding to hedge the currency exposure of intercompany debt and foreign currency denominated receivables and payables. Although placed as economic hedges, the Company does not apply hedge accounting to these instruments. As such, changes in fair value are recorded directly to income and expense in the periods that they occur. The fair value of the Company’s non-designated derivatives position was a gain of $0.1 million and a loss of $2.7 million at September 28, 2025 and December 31, 2024, respectively.

In 2023, the Company became a party to cross-currency swap agreements with a total notional amount of $500 million to effectively convert a portion of the Company’s fixed-rate U.S. dollar denominated debt, including the semi-annual interest payments, to fixed-rate euro-denominated debt. The swap agreements, which had a maturity of December 18, 2026, provided for the Company to receive semi-annual interest payments in U.S. dollars at a fixed rate and to make semi-annual interest payments in euros at a fixed rate. On April 15, 2024, as a result of the strengthening of the U.S. dollar against the euro, as well as a reduction in the differential between U.S. and European interest rates, the Company terminated its swap agreements and received a net cash settlement of $9.1 million. The foreign currency translation gain of approximately $3.1 million, net of tax, is included as a component of “Accumulated other comprehensive income/(loss).”

Following the unwind of the swaps, in April 2024 the Company entered into new cross-currency swap agreements with a total notional amount of $500 million, maturing on May 1, 2027, to effectively convert a portion of the Company’s fixed-rate U.S. dollar-denominated debt, including the semi-annual interest payments, to fixed-rate euro-denominated debt.

In December 2024, the Company entered into additional cross-currency swap agreements with a total notional amount of $1.5 billion, including $500 million maturing on September 1, 2026, $500 million maturing on September 1, 2029, and $500 million maturing on May 1, 2030. The swaps effectively convert a portion of the Company’s fixed-rate U.S. dollar-denominated debt, including the semi-annual interest payments, to fixed-rate euro-denominated debt at the prevailing market rate at execution.

On June 30, 2025, the Company entered into additional cross-currency swap agreements with a total notional amount of $285 million, maturing on February 1, 2027. The swaps effectively convert a portion of the Company’s fixed-rate U.S. dollar-denominated debt, including the semi-annual interest payments, to fixed-rate euro-denominated debt at the prevailing market rate at execution.

All of the Company’s cross-currency swap agreements are designated as net investment hedges for accounting purposes and have the risk management objective of managing foreign currency risk relating to net investments in certain European subsidiaries denominated in euros.

The gain or loss on the net investment hedge derivative instruments is included in the “Foreign currency translation” component of “Accumulated other comprehensive income/(loss)” until the net investment is sold, diluted, or liquidated. Net interest receivables for the cross-currency swaps totaling $9.0 million and $27.1 million for the three- and nine-month periods ended September 28, 2025 are excluded from the net investment hedge effectiveness assessment and are recorded in “Interest expense” in the Company’s Condensed Consolidated Statements of Income. The assumptions used in measuring fair value of the cross-currency swaps are considered level 2 inputs, which are based upon the Euro-to-U.S. dollar exchange rate market.

The fair value of the Company’s net investment hedges was a loss position of $202.1 million and a gain position of $11.9 million at September 28, 2025 and December 31, 2024, respectively. Foreign currency translation loss of $150.6 million (net of income taxes of $51.5 million) and gain of $8.9 million (net of income taxes of $3.0 million) were reported as components of “Accumulated other comprehensive income/(loss)” within “Foreign currency items” at September 28, 2025 and December 31, 2024, respectively.

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The Company has an investment in preferred stock of a nonaffiliated private company that is accounted for under the measurement alternative of cost less impairment, adjusted for any qualifying observable price changes. Observable price changes would consist of Level 2 inputs based on privately negotiated transactions with the nonaffiliated company. The preferred stock balance of $21.2 million is included in “Other Assets” in the Company’s Condensed Consolidated Balance Sheet as of September 28, 2025.

During the first nine months of 2025, the U.S. dollar weakened against most of the functional currencies in which the Company’s foreign investments are held, including the euro, the British pound, the Moroccan dirham, the Polish zloty, the Mexican peso, and the Brazilian real. The impact of these changes, and the changes in the net investment hedge discussed above, resulted in a net translation gain of approximately $454 million being recorded in “Accumulated other comprehensive income/(loss)” during the nine-month period ended September 28, 2025.

Restructuring and Impairment

Information regarding restructuring charges and restructuring-related asset impairment charges is provided in Note 6 to the Company’s Condensed Consolidated Financial Statements, included in Part I, Item 1 of this Form 10-Q.

New Accounting Pronouncements

Information regarding new accounting pronouncements is provided in Note 3 to the Company’s Condensed Consolidated Financial Statements, included in Part I, Item 1 of this Form 10-Q.

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Critical Accounting Estimates

Impairment of Goodwill

The Company assesses its goodwill for impairment annually and from time to time when warranted by the facts and circumstances surrounding individual reporting units or the Company as a whole. If the fair value of a reporting unit exceeds the carrying value of that reporting unit, there is no impairment. If the carrying value of a reporting unit exceeds the fair value of that reporting unit, an impairment charge to goodwill is recognized for the excess. The Company’s reporting units, as determined in accordance with ASC 350, “Intangibles-Goodwill and Other,” are the same as, or one level below, its operating segments, as determined in accordance with ASC 280, “Segment Reporting.”

The Company completed its most recent annual goodwill impairment testing during the third quarter of 2025. For testing purposes, the Company performed an assessment of each reporting unit using either a qualitative evaluation or a quantitative test. The qualitative evaluations involved consideration of factors such as the macroeconomic environment, the industry, the Company’s overall financial performance, the current and projected financial performance of specific reporting units, and business strategy changes. The quantitative tests, described further below, relied on management’s long-term financial projections for the reporting units and took into consideration, among other things, specific business unit risk, the countries in which the reporting units operate, and implied fair values based on comparable trading multiples.

When performing a quantitative analysis, the Company estimates the fair value of its reporting units using an equal weighting of the income and market approaches. Under the income approach, the Company uses a discounted cash flow model based on projections of future years’ operating results and associated cash flows. The Company’s assessments reflect significant management assumptions and estimates related to the Company’s forecast of sales growth, EBITDA, and discount rates, which are validated by observed comparable trading and transaction multiples based on guideline public companies under the market approach. The Company’s model discounts projected future cash flows, forecasted over a five-year period, with an estimated residual growth rate. The Company’s projections incorporate management’s estimates of the most-likely expected future results. Projected future cash flows are discounted to present value using a discount rate that management believes is appropriate for the reporting unit.

The Company’s assessments, whether qualitative or quantitative, incorporate management’s expectations for the future, including forecasted growth rates and/or margin improvements. Therefore, should there be changes in the relevant facts and circumstances and/or expectations, management’s conclusions regarding goodwill impairment may change as well.

In considering the level of uncertainty regarding the potential for goodwill impairment, management has concluded that any such impairment would, in most cases, likely be the result of adverse changes in more than one assumption. Management considers the assumptions used to be its best estimates across a range of possible outcomes based on available evidence at the time of the assessment. Other than in the Metal Packaging EMEA and Global Paper Products Asia Pacific (“APAC”) reporting units, which are discussed below, there is no specific singular event or single change in circumstances management has identified that it believes could reasonably result in a change to the expected future results in any of its reporting units significant enough to result in goodwill impairment. In the case of Metal Packaging EMEA, the lower differential between the fair value and carrying value of the reporting unit is due to the acquisition of Eviosys in December 2024, at which time the majority of assets and liabilities acquired were recorded at fair value. In management’s opinion, a change of such magnitude would more likely be the result of changes to some combination of the factors identified above, a general deterioration in competitive position, introduction of a superior technology, significant unexpected changes in customer preferences, an inability to pass through significant raw material cost increases, and other such items as identified in “Item 1A. Risk Factors” in the Company’s 2024 Annual Report on Form 10-K.

Although no reporting units failed the annual impairment test, in management’s opinion the goodwill balances of the Metal Packaging EMEA and Global Paper Products APAC reporting units are individually at risk of impairment in the near term if each reporting unit’s operation does not perform in line with management’s expectations, or if there is a negative change in the long-term financial outlook for each reporting unit or in other factors such as the particular discount rates used. Total goodwill associated with the Metal Packaging EMEA and Global Paper Products APAC reporting units was $1,361.3 million and $26.7 million, respectively, at September 28, 2025.

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Sensitivity Analysis

In the annual goodwill impairment analysis completed during the third quarter of 2025, projected future cash flows for the Metal Packaging EMEA and Global Paper Products APAC reporting units were discounted at 12.0% and 13.0%, respectively, and their estimated fair values were determined to exceed their carrying values by approximately 3.1% and 9.0%, respectively. Based on an equal weighting of the income and market approaches.and holding other valuation assumptions constant, the discount rates for the Metal Packaging EMEA and Global Paper Products APAC reporting units would have to increase to 12.7% and 15.4%, respectively, or projected EBITDA across all future periods would have to be reduced approximately 3.0% and 8.4%, respectively, in order for the estimated fair values of the reporting units to fall below their individual carrying values.

Other Critical Accounting Estimates

See Part II, Item 7, “Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Information about the Company’s exposure to market risk is discussed under Part I, Item 2 in this Quarterly Report on Form 10-Q and was disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission (“SEC”) on February 28, 2025. There have been no other material quantitative or qualitative changes in market risk exposure since the date of that filing. 

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Under the supervision, and with the participation, of our management, including our Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), we conducted an evaluation pursuant to Rule 13a-15(b) under the Exchange Act of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on this evaluation, our CEO and CFO concluded that such controls and procedures, as of September 28, 2025, the end of the period covered by this Quarterly Report on Form 10-Q, were effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. For this purpose, disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information that is required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

On December 4, 2024, we acquired Titan Holdings I B.V. (“ Eviosys”) and, as disclosed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2024, management excluded Eviosys from our assessment of internal control over financial reporting as of December 31, 2024 as permitted by SEC rules and regulations. We are in the process of integrating Eviosys, now operated as Sonoco Metal Packaging EMEA, into Sonoco’s internal control structure during fiscal 2025. Except as it relates to the integration activities of the Metal Packaging EMEA business, there were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended September 28, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

Information with respect to legal proceedings and other exposures appears in Part I - Item 3 - “Legal Proceedings” and Part II - Item 8 - “Financial Statements and Supplementary Data” (Note 18 - “Commitments and contingencies”) in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and in Part I - Item 1 - “Financial Statements” (Note 18 - “Commitments and Contingencies”) of this Quarterly Report on Form 10-Q.

Environmental Matters

The Company has been named as a potentially responsible party (“PRP”) at several environmentally contaminated sites not owned by the Company. All of the sites are also the responsibility of other parties. The Company’s liability, if any, is shared with such other parties, but the Company’s share has not been finally determined in most cases. In some cases, the Company has cost-sharing arrangements with other PRPs with respect to a particular site. Such agreements relate to the sharing of legal defense costs or cleanup costs, or both. The Company has assumed, for purposes of estimating amounts to be accrued, that the other parties to such cost-sharing agreements will perform as agreed. It appears that final resolution of some of the sites is years away, and actual costs to be incurred for these environmental matters in future periods is likely to vary from current estimates because of the inherent uncertainties in evaluating environmental exposures. Accordingly, the ultimate cost to the Company with respect to such sites, beyond what has been accrued at September 28, 2025, cannot be determined. As of September 28, 2025 and December 31, 2024, the Company had accrued $1.7 million and $7.0 million, respectively, related to environmental contingencies. Of the total amount accrued as of December 31, 2024, $5.1 million was attributable to environmental contingencies at a site in Spartanburg, South Carolina, that was part of the Company’s Thermoformed and Flexibles Packaging business and part of the sale of TFP to Toppan completed on April 1, 2025.

The Company periodically reevaluates the assumptions used in determining the appropriate reserves for environmental matters as additional information becomes available and, when warranted, makes appropriate adjustments.

Other Legal Matters

Information regarding other legal proceedings is provided in Note 18 to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q. 

Item 1A. Risk Factors

This Quarterly Report on Form 10-Q should be read together with, and supplement, the risk factors in Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which describes various risks and uncertainties to which the Company is or may become subject. The risk factor below updates certain risk factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 in light of recent events. The below risk factor and the risk factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect its business, financial condition and/or operating results.

Risks Related to the Domestic and Global Economies and to Doing Business Globally

Changes in United States trade policies and global regulations, as well as the overall uncertainty surrounding international trade relations, could materially and adversely affect our consolidated financial condition and results of operations.

We continue to face uncertainty with respect to trade relations between the United States and many of its trading partners. For example, in the first nine months of 2025, the U.S. government has announced, delayed, re-imposed and revised a series of broad-based, as well as country-, bloc- and sector-specific, tariffs on imports, as well as other trade policy changes. In August 2025, The U.S. government set firmly established reciprocal tariff rates for various countries that were, for the most part, incremental increases over the previously established baseline rate of 10%. Some countries have announced retaliatory actions or plans for retaliatory actions, which may continue to give rise to further escalations of trade measures by the United States and impacted countries. Such tariffs and other trade restrictions have had, and may in the future have, an adverse direct effect on our costs of products sold and margins

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and may also have an adverse indirect effect due to reduced demand for our products or other impacts to our customers, suppliers or other business partners. Future changes in tariffs or other trade policies may result in additional changes and have further direct and indirect adverse effects on our consolidated financial condition and results of operations. The Company is continuing to monitor and evaluate the full impact of changing trade policies and regulations.

In addition, in July 2020, the USMCA, which replaced the North American Free Trade Agreement, became effective. In response to this agreement, other countries may change their own trade policies, including the imposition of additional tariffs and quotas, which could also adversely affect our business outside the United States. If further tariffs are imposed on a broader range of imports, further retaliatory trade measures are taken by countries in response to tariffs, or efforts are made to withdraw from or substantially modify such agreements, then we may be required to raise our prices or incur additional expenses, which may result in the loss of customers and harm our sales, earnings, business, financial condition, and results of operations. Furthermore, while the duty preferential treatment for goods that qualify for the USMCA was temporarily exempted from the Administration’s 25% tariff on Mexican and Canadian goods, Canada has imposed retaliatory tariffs on goods coming from the United States that do not exempt USMCA-qualified goods. Some of the enumerated goods subject to this tariff include products and materials shipped to Sonoco’s plants in Canada, and the Company may be unable to claim end-use exemptions to mitigate the impact of such tariffs. These or any future retaliatory measures, or the removal of the exemption by the Administration, could impact our operations by increasing the cost of imported raw materials and finished goods from Canada and Mexico.

Tariff increases have in the past had, and we expect that such measures and any additional measures will in the future have, an adverse effect on our costs of products sold and margins, including by increasing the cost of imported raw materials, which costs we may be unable to pass on to our customers without affecting demand, and potentially disrupting supply chains, causing delays and logistical challenges. In order to mitigate the impact of these trade-related increases on our costs of products sold, we have increased, and may further increase in the future, prices in certain markets and, over the longer term, make changes in our supply chain and potentially, our global manufacturing strategy. For example, the U.S. government recently announced the expansion of Section 232 tariffs on steel and aluminum imported into the United States. As a result, imported steel and aluminum originating from most foreign countries is currently subject to a 50% duty. A portion of the steel and aluminum we purchase for our metal packaging and industrial paper packaging businesses is sourced from outside the United States, and although we generally negotiate agreements to share tariff costs with brokers from which we purchase certain raw materials and have the contractual ability to pass on cost increases due to tariffs to our customers, we may be unable to maintain such cost sharing and cost pass-on practices, and any price increases may cause our customers to find alternative suppliers and result in reduced demand for our products. If we are unable to successfully reduce or pass on these costs through price increases, adjust our supply chain without incurring significant costs, or locate alternative suppliers for raw materials or finished goods at acceptable costs or in a timely manner, our net sales, costs, and margins could be adversely affected.

Higher tariffs also may increase the cost of purchasing and maintaining manufacturing equipment used in our operations. We believe the impact of higher tariffs on purchases of manufacturing equipment, while modest to our results of operations, will result in higher cash costs of such items and may therefore reduce both the number of capital projects we are able to undertake and the return on investment on such capital projects. Further, the Company may incur higher costs due to tariffs on maintenance and repair spending. If we are unable to effectively manage the impact of higher tariffs on our capital expenditures and repairs and maintenance spending through price pass-through mechanisms or locating lower-cost alternative suppliers, our results of operations, including our cash flows, could be materially and adversely affected.

Further, the uncertainty surrounding global trade policy and its broader economic impacts requires significant management attention and makes it difficult to make long-term strategic decisions regarding the best way to respond to these pressures. Such uncertainty has in the past increased, and may in the future increase the volatility of currency exchange rates. In addition, even if we are able to mitigate the direct impacts to our operations from changes in U.S. and foreign trade policy, our sales volumes have been, and may in the future be, adversely affected by reduced sales of or demand for end products incorporating our packaging products or changes in consumer behavior, whether resulting from increased costs of such products attributable to increased tariffs or other trade barriers or the broader economic impact of such measures, such as increased inflation, decreased consumer spending or other adverse macroeconomic trends.

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Our inability to effectively manage the adverse impacts of changing U.S. and foreign trade policies could materially and adversely impact our consolidated financial condition and results of operations.

Item 5. Other Information.

Insider Trading Arrangements

During the three months ended September 28, 2025, none of the Company’s officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company’s securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any non-Rule 10b5-1 trading arrangement.

Item 6. Exhibits.

			Exhibit Index
3.1			Restated Articles of Incorporation, as amended April 21, 2022 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed April 22, 2022)
3.2			By-Laws of Sonoco Products Company, as amended October 17, 2023 (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K, filed October 19, 2023)
31			Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and 17 C.F.R. 240.13a-14(a)
32			Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and 17 C.F.R. 240.13a-14(b)
101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH			XBRL Taxonomy Extension Schema Document
101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF			XBRL Taxonomy Extension Definition Linkbase Document
101.LAB			XBRL Taxonomy Extension Label Linkbase Document
101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

 

SONOCO PRODUCTS COMPANY

(Registrant)

Date:

October 29, 2025

By:

/s/ Paul Joachimczyk

Paul Joachimczyk

Chief Financial Officer

(principal financial officer)

/s/ Aditya Gandhi

Aditya Gandhi

Chief Accounting Officer

(principal accounting officer)

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FAQ

How did SON (Sonoco) perform in Q3 2025 from continuing operations?

Net sales were $2,131.1 million, operating profit was $195.0 million, and diluted EPS from continuing operations was $1.23.

What drove Sonoco’s year-to-date net income in 2025?

Year-to-date net income was $670.8 million, including $429.7 million from discontinued operations tied to the TFP divestiture.

How did Sonoco’s debt and equity change in 2025?

Long-term debt declined to $3,787.7 million from $4,985.5 million; shareholders’ equity increased to $3,319.5 million.

What are the terms of Sonoco’s pending ThermoSafe sale?

Agreement to sell ThermoSafe for up to $725.0 million ($650.0 million at closing plus up to $75.0 million earnout), subject to customary conditions.

How were TFP divestiture proceeds used?

TFP sale generated $1,814.9 million of proceeds; the company reported $2,082.9 million of debt repayments year to date.

What were Sonoco’s cash flows year to date 2025?

Operating cash flow was $276.9 million; investing provided $1,584.3 million; financing used $2,090.3 million.

How many SON shares were outstanding?

Shares outstanding were 98,633,013 as of October 17, 2025.