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

Rhea-AI Filing Summary

Sonoco Products Company executive James A. Harrell III, President of Global Industrial Paper Packaging, reported multiple equity award transactions. On February 20 and 21, 2026, he exercised restricted stock units into 2,464 and 1,952 shares of common stock in separate transactions, with some shares converted at a stated value of $56.45 per unit.

Following these conversions, a total of 748 and 593 common shares were disposed of to cover tax obligations through share withholding, not open‑market sales. After these transactions, he held 59,956 common shares directly in one entry, and also reported 3,316.3074 shares held 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^*

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)
02/20/2026

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		1,952	A	$0.0000	58,833	D
Common Stock	02/20/2026		F		593	D	$56.45	58,240	D
Common Stock	02/21/2026		M		2,464	A	$0.0000	60,704	D
Common Stock	02/21/2026		F		748	D	$56.45	59,956	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)	02/20/2026		M			1,952	02/20/2025	(2)	Common Stock	1,952	$56.45	2,012	D
Restricted Stock Units	$0.0000(1)	02/21/2026		M			2,464	02/21/2026	(2)	Common Stock	2,464	$56.45	5,004	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 James A. Harrell, III	02/24/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did SON executive James A. Harrell III report on this Form 4?

James A. Harrell III reported exercises of restricted stock units into common stock and related tax-withholding dispositions. These transactions reflect equity awards converting into Sonoco common shares, with a portion of the stock withheld to satisfy tax obligations rather than being sold in the open market.

How many Sonoco (SON) shares did the executive acquire through equity award exercises?

He acquired common stock by exercising restricted stock units covering 2,464 shares in one set of transactions and 1,952 shares in another. Each restricted stock unit represents a contingent right to receive one Sonoco common share, according to the accompanying footnotes in the disclosure.

Were any of the Sonoco (SON) shares on this Form 4 sold on the open market?

The filing shows share dispositions coded as tax-withholding events, not open-market sales. A total of 748 and 593 common shares were delivered to cover tax liabilities associated with the restricted stock unit exercises, consistent with the “F” transaction code description.

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

One reported line shows 59,956 shares of Sonoco common stock held directly after the February 20, 2026 transactions. Another entry indicates 60,704 shares following a subsequent conversion, reflecting how individual transaction lines update share balances at different stages of the reported activity.

How are restricted stock units described in this Sonoco (SON) Form 4 footnote?

Each restricted stock unit represents a contingent right to receive one share of Sonoco common stock. The footnotes explain that these units vest over time, beginning one year from grant in three annual installments of 33%, 33%, and 34%, subject to the award’s terms.

Does the Sonoco (SON) executive hold any shares indirectly through a retirement plan?

Yes. The disclosure lists an indirect holding of 3,316.3074 Sonoco common shares described as held “By 401k.” This reflects shares credited to a retirement plan account, separate from the executive’s directly held common stock positions reported elsewhere in the filing.