Sonoco (NYSE: SON) counsel exercises RSUs, withholds shares to cover taxes

Rhea-AI Filing Summary

Sonoco Products Co executive John M. Florence reported derivative and stock transactions related to equity awards. On February 13, 2026, he exercised 74 Restricted Stock Units at $51.67 per unit, converting them into 74 shares of common stock held directly.

On the same date, 74 common shares were disposed of in a tax-withholding transaction at $51.67 per share to cover obligations arising from the award, leaving 7,052 common shares held directly. He also reports 22.9274 common shares held indirectly by his spouse. A footnote states the restricted stock units vest 33%, 33%, 34% annually beginning one year from grant, with vested shares paid six months after retirement or termination.

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^*

Florence John M

(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)
	Gnl Council, Secy, VP

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		74	A	$0.0000	7,126	D
Common Stock	02/13/2026		F		74	D	$51.67	7,052	D
Common Stock								22.9274	I	By Spouse

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			74	02/13/2024	(1)	Common Stock	74	$51.67	6,664	D

Explanation of Responses:

1. The restricted stock units vest 33%, 33%, 34% per year beginning one year from date of grant. Vested shares will be paid to the reporting person six months following retirement or termination of service.

	By:Elizabeth R Kremer - Power of Attorney for John M. Florence	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 John M. Florence report?

John M. Florence reported exercising 74 Restricted Stock Units at $51.67 each into 74 common shares, then disposing of 74 common shares in a tax-withholding transaction at the same price. These moves reflect equity award activity rather than open-market buying or selling.

Did John M. Florence of SON buy or sell Sonoco common stock on the market?

The filing shows no open-market purchases or sales. Florence exercised 74 Restricted Stock Units into common shares, then had 74 common shares disposed of to satisfy tax obligations, a non-market tax-withholding transaction commonly used to cover required withholding on equity awards.

How many Sonoco (SON) shares does John M. Florence hold after these transactions?

After the reported transactions, Florence directly holds 7,052 shares of Sonoco common stock. The filing also reports an additional 22.9274 common shares held indirectly by his spouse, reflecting family holdings associated with him under beneficial ownership reporting rules.

What were the prices involved in John M. Florence’s SON equity transactions?

The Restricted Stock Units were exercised at $51.67 per unit, converting into common shares. The tax-withholding disposition of 74 common shares also used a price of $51.67 per share, aligning the valuation for both the derivative exercise and the related tax payment transaction.

How do the restricted stock units for SON’s John M. Florence vest and pay out?

According to the footnote, these restricted stock units vest 33%, 33%, and 34% per year starting one year from the grant date. Vested shares are scheduled to be paid to Florence six months after his retirement or termination of service from Sonoco Products Co.

What type of disposition did John M. Florence report for his SON common stock?

Florence reported a tax-withholding disposition coded “F,” meaning 74 common shares were delivered to satisfy exercise price or tax liabilities. This is distinct from an open-market sale and typically occurs automatically in connection with equity award vesting or exercise events.