Sonoco Products (NYSE: SON) exec exercises RSUs, withholds shares for tax

Rhea-AI Filing Summary

Sonoco Products executive Sean Cairns exercised 958 restricted stock units on February 13, 2026, converting them into 958 shares of common stock at $51.67 per share. To cover tax obligations, 221 shares were disposed of at $51.67, leaving him with 16,405 directly held common shares. The restricted stock units vest 33%, 33%, and 34% annually beginning one year from the grant date.

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^*

Cairns Sean

(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 EMEA/APAC

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	16,626	D
Common Stock	02/13/2026		F		221	D	$51.67	16,405	D

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 33%, 33%, 34% per year beginning one year from date of grant.

	By:Elizabeth R. Kremer - Power of Attorney for Sean Cairns	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 Sean Cairns report on this Form 4?

Sean Cairns reported exercising 958 restricted stock units into 958 shares of Sonoco Products common stock at $51.67 per share, with 221 shares disposed of to satisfy tax obligations, resulting in 16,405 directly held common shares after the transactions.

Did Sean Cairns buy or sell Sonoco Products (SON) shares in the open market?

The transactions involved exercising 958 restricted stock units and a tax-withholding disposition of 221 shares at $51.67 per share. The Form 4 does not show open-market purchases or sales, only derivative conversion and shares withheld to cover tax liabilities.

How many Sonoco Products (SON) shares does Sean Cairns own after these transactions?

After converting restricted stock units and the related tax-withholding disposition, Sean Cairns directly holds 16,405 shares of Sonoco Products common stock, as reported in the Form 4 following the February 13, 2026 transactions.

What was the purpose of the 221 Sonoco Products (SON) shares disposed of by Sean Cairns?

The 221 Sonoco Products common shares were disposed of at $51.67 per share to pay the tax liability associated with exercising restricted stock units, as indicated by transaction code F for payment of tax obligations using shares.

How do Sean Cairns’ restricted stock units in Sonoco Products (SON) vest over time?

The restricted stock units vest in three annual installments: 33%, 33%, and 34%, beginning one year from the grant date. This schedule gradually delivers shares over three years as long as vesting conditions are met.

What transaction codes appear in Sean Cairns’ Sonoco Products (SON) Form 4 and what do they mean?

The Form 4 uses code M for exercising or converting 958 restricted stock units into common stock, and code F for the disposition of 221 common shares to pay tax liabilities arising from that derivative exercise.