Sonoco (NYSE: SON) CAO converts RSUs and withholds 134 shares for taxes

Rhea-AI Filing Summary

Sonoco Products Chief Accounting Officer Aditya Gandhi exercised 374 restricted stock units into 374 shares of common stock at $51.67 per share. To cover tax obligations, 134 shares of common stock were withheld, leaving Gandhi with direct ownership of 3,024 Sonoco common shares after these transactions.

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)
02/13/2026

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		374	A	$0.0000	3,158	D
Common Stock	02/13/2026		F		134	D	$51.67	3,024	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			374	02/13/2024	(1)	Common Stock	374	$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 Aditya Ghandi	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).
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FAQ

What insider transactions did Sonoco (SON) CAO Aditya Gandhi report?

Aditya Gandhi reported exercising 374 restricted stock units into 374 Sonoco common shares and a related tax-withholding disposition of 134 shares. These transactions are equity-compensation related rather than open-market trades, and reflect routine management of stock-based awards.

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

After exercising restricted stock units and the related tax-withholding share disposition, Aditya Gandhi directly holds 3,024 shares of Sonoco common stock. This total reflects the net position following the 374-share acquisition and 134-share disposition on the transaction date.

What was the nature of the Sonoco (SON) CAO’s restricted stock unit transaction?

The CAO converted 374 restricted stock units into an equal number of Sonoco common shares through an exercise or conversion of a derivative security. A footnote states the units vest 33%, 33%, and 34% annually beginning one year from the grant date.

Were any of the Sonoco (SON) CAO’s transactions open-market stock sales?

No open-market sales were reported. The only disposition was coded “F,” meaning 134 Sonoco common shares were withheld to pay the exercise price or tax liability. This is a tax-withholding transaction tied to equity compensation, not a discretionary sale into the market.

At what price were the Sonoco (SON) equity transactions computed?

Both the restricted stock unit exercise and the related tax-withholding disposition used a price of $51.67 per Sonoco common share. This price applies to 374 shares acquired through conversion and 134 shares withheld to satisfy the associated tax or exercise obligations.