Sonoco (SON) senior executive awarded stock and RSUs with tax withholding moves

Rhea-AI Filing Summary

Sonoco Products Company executive James A. Harrell III, President of Global Industrial Paper Packaging, reported equity compensation changes. He received 9,233 Restricted Stock Units and 494 additional Restricted Stock Units II on February 19, 2026, all at a stated price of $0.0000 per unit, reflecting awards rather than open-market purchases.

On the same date, he also acquired 3,556 shares of common stock as a grant at $43.6400 per share. To cover tax obligations, 18 Restricted Stock Units II and 1,080 shares of common stock were disposed of through tax-withholding transactions. Following these moves, he directly held 56,881 shares of common stock and 3,600 Restricted Stock Units II, plus an indirect 3,316.3074 common shares through a 401(k) plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Harrell James A. III

(Last) (First) (Middle)

ONE NORTH SECOND ST

P O BOX 160

(Street)

HARTSVILLE SC 29551-0160

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SONOCO PRODUCTS CO [ SON ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Pres. Global Ind. Paper Pkg.

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/19/2026		A		3,556	A	$43.64	57,961	D
Common Stock	02/19/2026		F		1,080	D	$43.64	56,881	D
Common Stock								3,316.3074	I	By 401k

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0.0000(1)	02/19/2026		A		9,233		02/19/2027(2)	(2)	Common Stock	9,233	$0.0000	9,233	D
Restricted Stock Units II	$0.0000(1)	02/19/2026		A		494		(3)	(4)	Common Stock	494	$0.0000	3,618	D
Restricted Stock Units II	$0.0000(1)	02/19/2026		F			18	(5)	(4)	Common Stock	18	$56.07	3,600	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Sonoco Products Company common stock.

2. The restricted stock units vest beginning one year from date of grant in three annual installments of 33%, 33% and 34%.

3. The restricted stock units vest on 12/31/2016 and deferred. Vested shares will be paid to the reporting person six months following retirement or termination of service.

4. Vested shares will be paid to the reporting person six months following retirement or termination of service.

5. Each share of Restricted Stock Unit is the equivalent of one share of Sonoco Products Company common stock. The shares were cashed out to account for withholding taxes.

	By: Elizabeth R. Kremer - Power of Attorney for James A. Harrell, III	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What equity awards did Sonoco (SON) executive James A. Harrell III receive?

James A. Harrell III received equity awards consisting of 9,233 Restricted Stock Units and 494 Restricted Stock Units II. These were granted on February 19, 2026 as stock-based compensation, not open-market purchases, strengthening his alignment with Sonoco’s long-term shareholder value.

How many Sonoco (SON) common shares were granted to James A. Harrell III?

He was granted 3,556 shares of Sonoco common stock at a reference price of $43.6400 per share. These shares are part of his compensation package, increasing his direct ownership stake in the company’s equity on the grant date.

Were any Sonoco (SON) shares or units disposed of for tax withholding?

Yes. To satisfy tax obligations, 18 Restricted Stock Units II and 1,080 shares of common stock were disposed of. These “F” code transactions represent tax-withholding dispositions rather than discretionary sales in the open market by the executive.

What is James A. Harrell III’s direct Sonoco (SON) common stock ownership after these transactions?

After the reported transactions, he directly held 56,881 shares of Sonoco common stock. This figure reflects the net result of the common stock grant and the related tax-withholding disposition completed on February 19, 2026, as disclosed in the filing.

How many Restricted Stock Units II does the Sonoco (SON) executive hold after the Form 4 events?

Following the Form 4 transactions, he held 3,600 Restricted Stock Units II. This balance results from a 494-unit award and an 18-unit tax-withholding disposition, with each unit representing the contingent right to receive one Sonoco common share.

Does James A. Harrell III hold any Sonoco (SON) shares indirectly through retirement plans?

Yes. He indirectly held 3,316.3074 shares of Sonoco common stock through a 401(k) plan. These shares are reported as indirect ownership, separate from his directly held shares and restricted stock units disclosed in the Form 4.