Sonoco (NYSE: SON) CAO converts RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Sonoco Products Company's Chief Accounting Officer Aditya Gandhi reported multiple equity award transactions. On February 20 and 21, 2026, he exercised restricted stock units into a total of 1,435 shares of common stock through derivative conversions. To cover tax obligations, 512 common shares were withheld and disposed of in tax-withholding transactions at $56.45 per share. After these moves, he directly owned 4,254 shares of common stock and 1,956 restricted stock units, each RSU representing the right to receive one share that vests over three years in 33%, 33% and 34% annual installments.

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^*

Gandhi Aditya

(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)
	CAO

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		473	A	$0.0000	3,804	D
Common Stock	02/20/2026		F		169	D	$56.45	3,635	D
Common Stock	02/21/2026		M		962	A	$0.0000	4,597	D
Common Stock	02/21/2026		F		343	D	$56.45	4,254	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(1)	02/20/2026		M			473	02/20/2025	(2)	Common Stock	473	$56.45	487	D
Restricted Stock Units	$0.0000(1)	02/21/2026		M			962	02/21/2026	(2)	Common Stock	962	$56.45	1,956	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 Aditya Ghandi	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 SON’s CAO Aditya Gandhi report on this Form 4?

Aditya Gandhi exercised restricted stock units into common shares and had shares withheld for taxes. He converted 1,435 RSUs into common stock and disposed of 512 shares to satisfy tax-withholding obligations at $56.45 per share on February 20 and 21, 2026.

How many Sonoco (SON) shares does the CAO own after these Form 4 transactions?

After the reported transactions, Aditya Gandhi directly owns 4,254 shares of Sonoco common stock. He also holds 1,956 restricted stock units, each representing a contingent right to receive one share of common stock, subject to the awards’ vesting schedule over three years.

Were the SON insider disposals open-market sales or tax withholding events?

The disposals were tax-withholding events, not open-market sales. Code F transactions show 343 and 169 common shares delivered at $56.45 per share specifically to satisfy tax liabilities arising from the RSU exercises, according to the Form 4 transaction descriptions.

What do the restricted stock units reported by SON’s CAO represent?

Each restricted stock unit represents a contingent right to receive one share of Sonoco Products common stock. According to the footnotes, these RSUs vest beginning one year from the grant date, in three annual installments of 33%, 33% and 34%, subject to continued service.

How many SON restricted stock units did the CAO convert and how many remain?

The CAO converted 962 and 473 restricted stock units on consecutive days through derivative exercises. Following these RSU conversions, he reported holding 1,956 remaining restricted stock units, which will settle into Sonoco common shares as they vest under the award terms.