Sonoco (SON) CAO Aditya Gandhi granted RSUs and shares with tax withholding

Rhea-AI Filing Summary

Sonoco Products Company CAO Aditya Gandhi reported equity awards and related share withholding. On February 19, 2026, Gandhi received 3,367 restricted stock units valued at 56.0700 per unit and a grant of 478 shares of common stock at 43.6400 per share. To cover tax obligations, 171 common shares were disposed of through a tax-withholding transaction at 43.6400 per share. The restricted stock units vest over three years, beginning one year from the grant date, in annual installments of 33%, 33%, and 34%.

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)
02/19/2026

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	02/19/2026		A		478	A	$43.64	3,502	D
Common Stock	02/19/2026		F		171	D	$43.64	3,331	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)	02/19/2026		A		3,367		02/19/2027(2)	(2)	Common Stock	3,367	$56.07	3,367	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	02/23/2026
	** 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 Sonoco (SON) CAO Aditya Gandhi report?

Aditya Gandhi reported equity awards and a related tax withholding. He received restricted stock units and common shares, and some shares were withheld to satisfy tax obligations, reflecting compensation-based transactions rather than open market buying or selling activity.

How many restricted stock units did the Sonoco CAO receive in this Form 4?

The CAO received 3,367 restricted stock units. Each unit represents a contingent right to receive one share of Sonoco common stock, subject to vesting conditions and timing set out in the company’s equity compensation arrangements disclosed in the filing.

What is the vesting schedule for Aditya Gandhi’s Sonoco restricted stock units?

The restricted stock units vest over three years. Vesting begins one year from the grant date, with installments of 33%, 33%, and 34%, aligning Gandhi’s long-term compensation with Sonoco’s performance and his continued employment at the company.

Did the Sonoco CAO sell shares in the open market in this filing?

The filing shows a disposition of 171 common shares, but it is labeled as a tax-withholding transaction. This means shares were surrendered to cover tax liabilities, not sold through an open market trade or discretionary sale decision.

How many Sonoco common shares does the CAO hold after these transactions?

After the reported transactions, the CAO directly holds 3,331 shares of Sonoco common stock. This figure reflects the grants received and the shares disposed of to cover tax obligations associated with the equity awards on the grant date.

What were the reported prices for the Sonoco equity awards in this Form 4?

The restricted stock units were valued at $56.0700 per unit, while the common stock grants and tax-withholding disposition were reported at $43.6400 per share. These values are used for reporting purposes within the company’s equity compensation framework.