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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 10, 2026
SONOCO PRODUCTS COMPANY
(Exact name of registrant as specified in its charter)
| South Carolina |
001-11261 |
57-0248420 |
| (State or other jurisdiction of
incorporation) |
(Commission File Number) |
(IRS 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)
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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. ¨
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
On February 10, 2026, upon the recommendation of its Corporate Governance
and Nominating Committee, the Board of Directors (the “Board”) of Sonoco Products Company (the “Company”) appointed
Craig L. Nix to the Board. Mr. Nix has been appointed to serve on the Audit Committee and the Financial Policy Committee of the Board,
is an independent member of the Board and will stand for election at the Company’s 2026 Annual General Meeting.
Mr. Nix will receive compensation as a non-employee director in accordance
with the Company’s non-employee director compensation practices described in “Proposal 1: Election of Directors – Director
Compensation” of the Company’s Annual Proxy Statement filed with the U.S. Securities and Exchange Commission on March 14,
2025. There are no arrangements or understandings with any other person pursuant to which Mr. Nix was elected to the Board. Mr. Nix has
no direct or indirect material interest in any transaction required to be disclosed by the Company pursuant to Item 404(a) of Regulation
S-K.
| Item 7.01 | Regulation FD Disclosure. |
On February 12, 2026 the Company issued a press release announcing
the appointment of Mr. Nix to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
The information furnished pursuant to Item 7.01 of this Current Report
on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall
not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange
Act, except as may be expressly set forth by specific reference in such filing.
Forward-Looking Statements
Certain statements made in this Current Report on Form 8-K and Exhibit
99.1 hereto are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “next”
and “will” or the negative thereof, and similar expressions identify forward-looking statements.
Forward-looking statements in this Current Report on Form 8-K and Exhibit
99.1 hereto include, but are not limited to, statements regarding expectations for the Company’s board refreshment process. These
forward-looking statements are made based on current expectations, estimates and projections about the Company’s 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 the Company’s 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. Risks and uncertainties include, among other things, risks related to the Company’s
ability to execute on its strategy, including with respect to portfolio simplification, organizational streamlining, and capital investments,
and achieve the benefits it expects therefrom, and the other risks, uncertainties and assumptions discussed in the Company’s filings
with the Securities and Exchange Commission, including its most recent reports on Forms 10-K and 10-Q, particularly under the heading
“Risk Factors.” Except as required by applicable law, the Company undertakes no obligation to publicly update or revise forward-looking
statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions,
the forward-looking events discussed herein might not occur.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description of Exhibit |
| 99.1 |
|
Press Release of Sonoco Products Company, dated February 12, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
SONOCO PRODUCTS COMPANY |
| |
|
|
| Date: February 12, 2026 |
By: |
/s/ John M. Florence, Jr. |
| |
|
John M. Florence, Jr. |
| |
|
General Counsel, Secretary and Vice President |
Exhibit 99.1

| February
12, 2026 |
Contact: |
Roger Schrum |
| |
|
843-339-6018 |
| |
|
roger.schrum@sonoco.com |
Craig L. Nix Appointed to Sonoco Board of Directors
HARTSVLLE, S.C., U.S. – Sonoco Products
Company (“Sonoco” or the “Company”) (NYSE: SON), a global leader in high-value sustainable packaging, today announced
that, Craig L. Nix has been appointed to its Board of Directors (the “Board”).
Mr. Nix serves as Chief Financial Officer of First
Citizens BancShares, Inc. (Nasdaq: FCNCA), a top 20 financial institution and the largest family-controlled bank in the United States,
based in Raleigh, N.C. At First Citizens, he is responsible for all corporate finance functions, including accounting, financial planning
and analysis, external reporting, investor relations and the tax, treasury and controller groups. Prior to taking this role in 2014, Mr.
Nix served across a range of roles at First Citizens Bancorporation, Inc., based in Columbia, S.C., starting in 1999, including as Executive
Vice President and Chief Financial Officer from 2001 to 2014. After First Citizens Bancorporation, Inc. merged with First Citizens in
2014, Mr. Nix was appointed to the First Citizens post-merger executive leadership team and oversaw the transition and evolution of the
newly combined company’s corporate finance functions. Prior to that, Mr. Nix served as an audit manager at PricewaterhouseCoopers
LLP.
“We are pleased to welcome Craig to Sonoco’s
Board of Directors,” said John R. Haley, Chairman of the Board. “Craig is a seasoned and respected financial expert who has
overseen significant finance-related decision-making at the highest levels of banking and business. The Board believes that Craig’s
extensive experience in corporate finance, capital allocation and corporate restructuring, along with his current executive management
role, will be a valuable perspective on the Board as Sonoco continues to execute its strategy, including portfolio simplification, organizational
streamlining, and capital investments. As the current CFO of a top financial institution, he is well-positioned to share insight on financial
operations practices to respond to and navigate changing business trends and dynamics.”
Mr. Nix is an independent member of the Board and
will stand for election at the Company’s next scheduled Annual General Meeting. He joins the Company’s Audit Committee and
the Financial Policy Committee.
About Sonoco
Founded in 1899, Sonoco (NYSE: SON) is a global
leader in value-added, sustainable metal and fiber consumer and industrial packaging. The Company is now a multi-billion-dollar enterprise
with approximately 22,500 employees working in 265 operations in 37 countries, serving some of the world’s best-known brands. Guided
by our purpose of Better Packaging. Better Life., we strive to foster a culture of innovation, collaboration and excellence to
provide solutions that better serve all our stakeholders and support a more sustainable future. Sonoco was named one of the World’s
Most Admired Companies by Fortune in 2026 as well as one of America’s Most Admired and Responsible Companies by Fortune and Newsweek
and by USA TODAY’s list of America’s Climate Leaders. For more
information on the Company, visit our website at www.sonoco.com.
North Second Street
Hartsville, S.C. 29550 USA
843/383-7794
www.sonoco.com
Forward-Looking Statements
Certain statements made in this communication
are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believe,”
“continue,” “expect,” “future,” “next,” “positioned,” “purpose,”
“strive,” “will,” or the negative thereof, and similar expressions identify forward-looking statements.
Forward-looking statements in this communication
include, but are not limited to, statements regarding the effects of the changes to the board; the board’s alignment with and the
Company’s ability to execute its strategy; and the Company’s ability to serve stakeholders and support a more sustainable
future. These forward-looking statements are made based on current expectations, estimates and projections about the Company’s 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 the Company’s
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. Risks and uncertainties include, among other things, risks related
to the Company’s ability to execute on its strategy, including with respect to portfolio simplification, organizational streamlining,
and capital investments, and achieve the benefits it expects therefrom, and the other risks, uncertainties and assumptions discussed in
the Company’s filings with the Securities and Exchange Commission, including its most recent reports on Forms 10-K and 10-Q, particularly
under the heading “Risk Factors”. Except as required by applicable law, the Company undertakes no obligation to publicly update
or revise forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties
and assumptions, the forward-looking events discussed herein might not occur.
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