Sonoco (SON) executive converts RSUs, withholds shares for taxes

Rhea-AI Filing Summary

Sonoco Products Company executive Ernest D. Haynes III reported equity award activity involving restricted stock units (RSUs) and common shares. On February 20 and February 21, RSUs converted into 1,134 and 1,848 shares of common stock, respectively, reflecting equity compensation vesting.

To cover tax obligations, 503 and 820 common shares were disposed of at $56.45 per share through tax-withholding transactions, rather than open-market sales. After these moves, he directly held 10,958 shares of common stock and 3,753 RSUs, plus 35.2594 common shares indirectly 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

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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^*

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)
02/20/2026

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	02/20/2026		M		1,134	A	$0.0000	10,433	D
Common Stock	02/20/2026		F		503	D	$56.45	9,930	D
Common Stock	02/21/2026		M		1,848	A	$0.0000	11,778	D
Common Stock	02/21/2026		F		820	D	$56.45	10,958	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(1)	02/20/2026		M			1,134	02/20/2025	(2)	Common Stock	1,134	$56.45	1,168	D
Restricted Stock Units	$0.0000(1)	02/21/2026		M			1,848	02/21/2026	(2)	Common Stock	1,848	$56.45	3,753	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%.

	By: Elizabeth R. Kremer - Power of Attorney for Ernest D. Haynes	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

Ernest D. Haynes III reported RSU conversions and related tax-withholding share dispositions. RSUs converted into 2,982 common shares over two days, while 1,323 shares were withheld at $56.45 per share to satisfy tax liabilities associated with those equity awards.

Did the Sonoco (SON) executive buy or sell shares on the open market?

The filing shows RSU exercises and tax-withholding dispositions, not open-market buying or selling. Shares were acquired through RSU conversions and some were delivered back to the issuer at $56.45 per share solely to cover tax obligations tied to those awards.

How many Sonoco common shares does Ernest D. Haynes III now hold?

Following the reported transactions, Ernest D. Haynes III directly holds 10,958 shares of Sonoco common stock. He also indirectly holds 35.2594 common shares through a 401(k) plan, reflecting both direct ownership and retirement-plan-based exposure to the company.

What happened to Ernest D. Haynes III’s restricted stock units at SON?

Restricted stock units converted into common shares in multiple transactions, reflecting equity award vesting. RSUs totaling 1,134 and 1,848 units were exercised into common stock, leaving 1,168 RSUs after one date and 3,753 RSUs held directly after the subsequent conversion activity.

At what price were Sonoco (SON) shares used to cover tax liabilities?

Common shares used for tax withholding were valued at $56.45 per share. In two separate transactions, 503 and 820 common shares were delivered to satisfy tax obligations arising from RSU conversions, with this same per-share value applied to those tax-related dispositions.

What role does Ernest D. Haynes III hold at Sonoco Products Company (SON)?

Ernest D. Haynes III serves as Pres. Consumer Pkg Americas at Sonoco Products Company. The reported equity award transactions and holdings relate to his position as an officer, reflecting standard stock-based compensation and associated tax-withholding mechanisms disclosed in the Form 4.