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Sonoco Products Company is asking shareholders to vote at its April 15, 2026 annual meeting on five items: electing 11 directors, ratifying PwC as auditor, an advisory say-on-pay vote, approving Amendment No. 1 to the 2024 Omnibus Incentive Plan, and an advisory shareholder proposal on political spending, which the Board opposes.
The proxy highlights a major portfolio transformation completed in 2025. Sonoco sold its Thermoformed and Flexibles Packaging and Trident businesses for approximately $1.8 billion and divested ThermoSafe for about $656 million, using proceeds to cut net debt by roughly $2.7 billion, a 40% reduction in 2025. Since 2020, revenue has grown about 50%, adjusted EBITDA by 67%, margins by 200 basis points, and adjusted earnings by 50%, while generating over $3 billion in operating cash flow and returning about $1.2 billion to shareholders via dividends and buybacks.
Sonoco Products Company director Scott A. Clark received a small compensation-related award of phantom stock units. On this date, he acquired 11.2 phantom stock units at an economic reference price of $53.29 per unit, bringing his total phantom stock holdings to 1,138.1 units. Each phantom stock unit is economically equivalent to one share of Sonoco common stock and was credited as part of a quarterly dividend under the directors' deferred compensation plan, to be settled in the future when his board service ends.
Haynes Ernest D III reported acquisition or exercise transactions in this Form 4 filing.
Sonoco Products Company executive Ernest D. Haynes III, President of Consumer Packaging Americas, received a grant of 73.2 dividend equivalents on restricted stock units on March 10, 2026. Each dividend equivalent is economically equal to one share of Sonoco common stock.
The award was credited at a reference price of $53.29 per unit, increasing his directly held dividend-equivalent balance to 841.8 units. These dividend-equivalent rights will be settled in connection with his retirement or other termination of service, reflecting ongoing equity-based compensation rather than an open-market stock purchase.
Sonoco Products Company VP Adam Wood received a grant of dividend equivalents tied to restricted stock units. He acquired 150.4 dividend-equivalent units, each economically equal to one share of Sonoco common stock, bringing his directly held restricted stock-related units to 4,098.7. These dividend equivalents will be settled in connection with his retirement or other termination of service and represent compensation-related accruals rather than an open-market share purchase or sale.
White Andrea B. reported acquisition or exercise transactions in this Form 4 filing.
Sonoco Products Company’s Chief Human Resources Officer, Andrea B. White, received an automatic compensation-related award of 24.8 dividend equivalent units tied to restricted stock units on common stock. Each unit is economically equivalent to one share of common stock and increases her balance to 100.3 units.
These dividend equivalent rights are credited quarterly and will be settled in common stock when she retires or her service otherwise ends, rather than through an immediate cash transaction or open-market share purchase or sale.
Joachimczyk Paul reported acquisition or exercise transactions in this Form 4 filing.
Sonoco Products Company CFO Paul Joachimczyk reported a compensation-related award of 26.5 dividend equivalents on restricted stock units on March 10, 2026. Each dividend equivalent is the economic equivalent of one share of Sonoco common stock and is tied to existing restricted stock units.
Following this grant, Joachimczyk holds 82.3 dividend equivalent units. These quarterly dividend equivalent rights will be settled in connection with his retirement or other termination of service, so they represent a deferred, non-cash form of equity-linked compensation rather than an open-market share purchase or sale.
Harrell James A. III reported acquisition or exercise transactions in this Form 4 filing.
Sonoco Products Company executive James A. Harrell III received an automatic grant of 231 dividend equivalent units tied to restricted stock. Each unit is economically equivalent to one share of common stock at a reference price of $53.29. Following this award, his directly held restricted and related units total about 8,084.4 units, which will be settled in shares when he retires or his service otherwise ends. This is a routine compensation-related accrual rather than an open-market share purchase or sale.
Sonoco Products Company Chief Operating Officer Rodger D. Fuller received a grant of 41.6 dividend equivalents on restricted stock units tied to the company’s common stock. These units were acquired as quarterly dividend equivalent rights on restricted stock and are economically equal to 41.6 common shares.
The award will be settled in connection with Fuller’s retirement or other termination of service, rather than through any immediate share transaction in the market. Following this grant, he holds a total of 456.6 dividend equivalent restricted stock units directly.
Sonoco Products Company executive John M. Florence, General Counsel, Secretary and Vice President, reported routine compensation-related awards. He acquired 367.2 dividend equivalent units on restricted stock units and 468 phantom stock units, each economically equivalent to one share of Sonoco common stock.
The dividend equivalents and phantom stock units were credited in connection with quarterly dividend activity and the company’s officers’ deferred compensation plan. According to the disclosure, these awards will be settled in Sonoco common stock upon Mr. Florence’s retirement or other termination of service, rather than through immediate market transactions.