Sonoco (SON) executive exercises 958 RSUs and withholds 476 shares for taxes

Rhea-AI Filing Summary

Sonoco Products executive Ernest D. Haynes III reported equity transactions involving restricted stock units and common stock. On February 13, 2026, he exercised 958 restricted stock units at an indicated value of $51.67 per unit, receiving 958 shares of common stock at $0 per share as part of the conversion. To cover the exercise price or related tax obligations, 476 common shares were disposed of at $51.67 per share in a tax-withholding transaction, rather than an open-market sale. After these transactions, he held 8,278 shares of common stock directly and 35.2594 shares indirectly through a 401(k) account. The filing notes that restricted stock units vest over three years in installments of 33%, 33% and 34% beginning one year after grant.

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
Estimated average burden
hours per response:			0.5

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^*

Haynes Ernest D 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. Consumer Pkg Americas

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		M		958	A	$0.0000	8,754	D
Common Stock	02/13/2026		F		476	D	$51.67	8,278	D
Common Stock								35.2594	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	02/13/2026		M			958	02/13/2024	(1)	Common Stock	958	$51.67	0.0000	D

Explanation of Responses:

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

	By: Elizabeth R. Kremer - Power of Attorney for Ernest D. Haynes	02/17/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did SON executive Ernest D. Haynes III report?

Ernest D. Haynes III reported exercising 958 restricted stock units into 958 common shares and disposing of 476 common shares to satisfy exercise price or tax obligations. After these transactions, he held 8,278 shares directly and 35.2594 shares indirectly through a 401(k) account.

Did the SON insider Form 4 show a net purchase or sale of shares?

The Form 4 shows both acquisition and disposition activity. 958 restricted stock units converted into 958 common shares, while 476 shares were disposed of for tax-withholding purposes, leaving 8,278 directly held shares. The filing classifies this as a mix of acquire and dispose directions.

How many Sonoco (SON) shares does Ernest D. Haynes III hold after these transactions?

After the reported transactions, Ernest D. Haynes III directly owns 8,278 shares of Sonoco common stock. He also has an indirect holding of 35.2594 shares through a 401(k) plan, as disclosed in the Form 4’s ownership detail section.

What price is associated with the SON restricted stock unit exercise and tax disposition?

The filing shows an indicated value of $51.67 per unit for exercising 958 restricted stock units and a price of $51.67 per share for the 476-share tax-withholding disposition. The newly issued 958 common shares are reported at $0 per share as part of the conversion.

How do the SON restricted stock units reported by Haynes vest over time?

The restricted stock units vest over three years, beginning one year after the grant date. Vesting occurs in annual installments of 33%, 33%, and 34%, as described in the Form 4 footnote detailing the award’s vesting schedule.

Is the 476-share SON disposition an open-market sale by the insider?

The 476-share disposition is coded as a tax-withholding transaction, not an open-market sale. The filing states the shares were delivered to satisfy the exercise price or tax liability associated with the restricted stock unit conversion.