Sonoco (SON) executive awarded stock units as shares withheld for taxes

Rhea-AI Filing Summary

Sonoco Products executive Ernest D. Haynes III reported equity awards and related tax withholding. He received 9,233 restricted stock units and 438 additional restricted stock units, plus 1,835 shares of common stock at $43.64 per share. To cover taxes, 814 common shares were disposed of through a tax-withholding transaction, leaving 9,299 common shares held directly and 35.2594 shares held indirectly via a 401(k). The restricted stock units vest over time and, in some cases, are 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

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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^*

Haynes Ernest D III

(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 Americas

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		1,835	A	$43.64	10,113	D
Common Stock	02/19/2026		F		814	D	$43.64	9,299	D
Common Stock								35.2594	I	By 401k

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		9,233		02/19/2027(2)	(2)	Common Stock	9,233	$0.0000	9,233	D
Restricted Stock Units II	$0.0000(1)	02/19/2026		A		438		(3)	(4)	Common Stock	438	$0.0000	1,579	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%.

3. The restricted stock units vest on 12/20/2027 and defer. Vested shares will be paid to the reporting person six months following retirement or termination of service.

4. 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 Ernest D. Haynes	02/23/2026
	** 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 did SON executive Ernest D. Haynes III report on this Form 4?

Ernest D. Haynes III reported grants of restricted stock units and common shares, plus a tax-withholding share disposition. The transactions involve Sonoco Products common stock and equity awards that vest over time and, in some cases, settle after retirement or termination.

How many restricted stock units did SON grant to Ernest D. Haynes III?

He received 9,233 restricted stock units and 438 additional restricted stock units. Each unit represents a contingent right to one share of Sonoco Products common stock, with vesting schedules that begin one year after grant or on a specified future date.

How many Sonoco common shares did Ernest D. Haynes III acquire and dispose of?

He acquired 1,835 shares of Sonoco common stock at $43.64 per share through an award, and 814 shares were disposed of to satisfy tax obligations. These transactions changed his direct ownership position reported in the filing.

What is Ernest D. Haynes III’s Sonoco share ownership after these transactions?

After the reported transactions, he directly owns 9,299 shares of Sonoco common stock. The filing also shows 35.2594 additional shares held indirectly through a 401(k) plan, reflecting retirement-plan holdings associated with his employment.

How do the restricted stock units for SON vest and pay out?

One grant vests in three annual installments of 33%, 33% and 34% starting one year from grant. Another vests on 12/20/2027 and is deferred, with vested shares paid six months after retirement or termination of service.

Was the Form 4 transaction for SON a market buy or sell by the executive?

The filing shows equity awards and a tax-withholding disposition, not an open-market buy or sell. Shares were granted as compensation, and some were withheld to cover tax liabilities associated with those awards.