Sonoco (SON) VP Adam Wood converts RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Sonoco Products executive Adam Wood reported equity award activity involving restricted stock units and common shares. On February 13, he exercised 635 restricted stock units at a reference price of $51.67 per unit, converting them into 635 shares of common stock at no cash cost to him.

To cover tax obligations tied to this vesting, 299 common shares were disposed of at $51.67 per share through a tax-withholding transaction, rather than an open-market sale. After these transactions, Wood directly held 32,889 shares of Sonoco common stock. The restricted stock units associated with this award vest in three tranches of 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

OMB APPROVAL

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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^*

Wood Adam

(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)
	VP Paper Products Europe

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		635	A	$0.0000	33,188	D
Common Stock	02/13/2026		F		299	D	$51.67	32,889	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			635	02/13/2024	(1)	Common Stock	635	$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 Adam Wood	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.
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FAQ

What did Sonoco (SON) executive Adam Wood report in this Form 4?

Adam Wood reported exercising 635 restricted stock units into common stock and a related tax-withholding share disposition. These transactions reflect routine equity compensation activity rather than open-market buying or selling of Sonoco Products common shares.

How many Sonoco (SON) restricted stock units did Adam Wood convert?

Adam Wood converted 635 restricted stock units on February 13 into 635 common shares. The transaction was coded as an exercise or conversion of a derivative security, meaning it stemmed from previously granted equity awards, not a market purchase.

Why were 299 Sonoco (SON) shares disposed of in Adam Wood’s Form 4?

The 299 shares were disposed of to satisfy tax obligations related to the restricted stock unit vesting. This tax-withholding disposition, at $51.67 per share, is distinct from an open-market sale and is commonly used to cover payroll tax liabilities.

What is Adam Wood’s Sonoco (SON) share ownership after these transactions?

Following the reported transactions, Adam Wood directly owned 32,889 shares of Sonoco Products common stock. This figure reflects both the 635 shares received from restricted stock unit conversion and the 299 shares withheld to cover taxes.

How do Adam Wood’s Sonoco (SON) restricted stock units vest over time?

The restricted stock units vest in three annual tranches of 33%, 33%, and 34%, starting one year after the grant date. This stepped vesting schedule is designed to align executive compensation with longer-term company performance and retention.