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

Rhea-AI Filing Summary

Sonoco Products executive Sean Cairns reported several equity award transactions involving restricted stock units and common stock. On February 21, he exercised 1,848 restricted stock units at a reference price of $56.45 per share, converting them into an equal number of common shares and increasing his directly held common stock to 20,635 shares before tax withholding.

That same day, 426 common shares were withheld at $56.45 per share to cover tax obligations, leaving 20,209 common shares directly owned. On February 20, he similarly exercised 1,260 restricted stock units into common stock, with ownership rising to 19,077 shares before 290 shares were withheld for taxes, resulting in 18,787 directly held shares.

Insider Trade Summary

3,108 shares exercised/converted

Mixed 6 txns

Insider Cairns Sean

Role Pres Consumer Pkg EMEA/APAC

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,848	$56.45	$104K
Exercise	Common Stock	1,848	$0.00	--
Tax Withholding	Common Stock	426	$56.45	$24K
Exercise	Restricted Stock Units	1,260	$56.45	$71K
Exercise	Common Stock	1,260	$0.00	--
Tax Withholding	Common Stock	290	$56.45	$16K

Holdings After Transaction: Restricted Stock Units — 3,753 shares (Direct); Common Stock — 20,635 shares (Direct)

Footnotes (1)

1. Each restricted stock unit represents a contingent right to receive one share of Sonoco Products Company common stock. The restricted stock units vest beginning one year from date of grant in three annual installments of 33%, 33% and 34%.

Form 4 Insider Transactions: What Each Field Means →

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^*

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)
02/20/2026

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		1,260	A	$0.0000	19,077	D
Common Stock	02/20/2026		F		290	D	$56.45	18,787	D
Common Stock	02/21/2026		M		1,848	A	$0.0000	20,635	D
Common Stock	02/21/2026		F		426	D	$56.45	20,209	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			1,260	02/20/2025	(2)	Common Stock	1,260	$56.45	1,298	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 Sean Cairns	02/24/2026
	** 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 Sean Cairns report at Sonoco Products (SON)?

Cairns reported exercising restricted stock units into common shares and related tax-withholding dispositions. The filings show conversions of RSUs into Sonoco common stock on February 20 and 21, with a portion of the resulting shares withheld to satisfy tax liabilities at a reference price of $56.45.

Were Sean Cairns’ Form 4 transactions in SON stock open-market buys or sells?

The transactions were not open-market buys or sells. They reflect exercises or conversions of restricted stock units into common stock, plus share dispositions coded “F” that represent shares withheld by the company to cover tax obligations, rather than discretionary sales into the market.

How many Sonoco common shares did Sean Cairns own after these Form 4 transactions?

After the February 21 equity award activity and related tax withholding, Cairns directly owned 20,209 shares of Sonoco common stock. Following the February 20 set of transactions, he directly held 18,787 common shares, as reported in the ownership totals following each transaction.

What do the restricted stock unit transactions for SON represent in this Form 4?

Each restricted stock unit represents a right to receive one share of Sonoco common stock. The reported transactions show RSUs being exercised or converted into common shares on specific dates, consistent with equity award terms described in the footnotes to the filing.

How are tax obligations handled in Sean Cairns’ SON equity transactions?

Tax obligations are handled through transactions coded “F,” where a portion of the newly acquired common shares is delivered back to the issuer. These withheld shares, valued at $56.45 per share, are used to satisfy exercise price or tax liabilities.