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Item 9A. Controls and Procedures

2025-02-28 compared with 2024-02-28 · 51 added, 26 removed, 162 unchanged (32% of the section changed)

10 unchanged sentences

Based on our evaluation under the framework in Internal Control - Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2024.

In conducting management's evaluation as described above, RTS Packaging, LLC (“RTS Packaging”) and the Chattanooga paper mill (the “Chattanooga Mill”), both acquired in a business combination on September 8, 2023, and Inapel, a wholly owned subsidiary based in Brazil and acquired in a business combination on December 1, 2023, were excluded.

In the aggregate, the operations of RTS Packaging, the Chattanooga Mill and Inapel represented approximately 1.3% of the Company's consolidated revenues and approximately 3.0% of total assets as of December 31, 2023.

In conducting management’s evaluation as described above, Eviosys, which was acquired in a business combination on December 4, 2024, was excluded.

The operations of Eviosys represented approximately 1.7% of the Company’s consolidated revenues and approximately 17.9% of total assets as of December 31, 2024.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2024 as stated in their report, which appears at the beginning of Item 8 of this Annual Report on Form 10-K.

20 unchanged sentences

Code of Ethics – The Company has adopted a code of ethics (as defined in Item 406 of Regulation S-K) that applies to its principal executive officer, principal financial officer, principal accounting officer, and other senior executive and senior financial officers.

This code of ethics is available through the Company’s website under “Investors—Governance—Documents & Charters”, and a copy will be provided without charge upon written request.

This code of ethics is available through the Company’s website under “Investors—Governance—Governance Documents”, and a copy will be provided without charge upon written request.

Requests should be directed to the Corporate Secretary, Sonoco Products Company, 1 North Second Street, Hartsville, SC 29550 USA or through email to CorporateSecretary@sonoco.com.

Any waivers or amendments to the provisions of this code of ethics will be posted to the same section of the Company’s website within four business days after the waiver or amendment.

Insider Trading Policy – The Company has adopted an insider trading policy (as defined in Item 408 of Regulation S-K) that applies to all

employees, including contractors and temporary workers, officers, directors, and their respective family members.

We believe that this insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable

to the Company.

Although this insider trading policy does not apply to the Company, it is the Company’s policy to comply with all applicable

securities and state laws when engaging in transactions in its own securities.

A copy of this insider trading policy is filed as Exhibit 19 to this

Annual Report on Form 10-K.

Audit Committee Members – The Company has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.

1 unchanged sentence

Drew, Chairperson;

Clark, Richard G.

and Thomas E.

34 unchanged sentences

At December 31, 2024, a total of 2,224,042 shares remain available for future grant under the 2024 Plan.

The weighted-average exercise price of $55.13 relates to SARs, which account for 729,515 of the 2,371,272 securities issuable upon exercise.

The remaining 1,641,757 securities relate to deferred compensation stock units, PCSUs and RSUs that have no exercise price requirement.

The weighted-average exercise price of $55.62 relates to SARs, which account for 663,404 of the 2,415,779 of securities issuable upon exercise.

The remaining 1,752,375 of securities relate to PCSUs, RSUs, and deferred compensation stock units that have no exercise price requirement.

47 FORM 10-K SONOCO 2024 ANNUAL REPORT

Certain Relationships and Related Transactions, and Director Independence.

1 unchanged sentence

Each current member of the Audit, Corporate Governance and Nominating, and Executive Compensation Committees is independent as defined in the listing standards of the New York Stock Exchange.

39 FORM 10-K SONOCO 2023 ANNUAL REPORT

Principal Accountant Fees and Services.

31 unchanged sentences

Form 10-K Summary.

40 FORM 10-K SONOCO 2023 ANNUAL REPORT

Exhibit Index

Equity Purchase Agreement, by and among Titan Holdings Coöperatief U.A., Titan Holdings I B.V.

and Sonoco Products Company, dated June 22, 2024 (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed August 23, 2024)

Share and Asset Purchase Agreement, dated as of December 18, 2024, by and between Sonoco Products Company and TOPPAN Holdings Inc.

(incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed December 18, 2024)

3-1 Restated Articles of Incorporation, as amended April 21, 2022 (incorporated by reference to Exhibit 3.1 to the Registrant's Form 8-K filed April 22, 2022)

6 unchanged sentences

4-6 Sixth Supplemental Indenture, dated as of January 21, 2022, between Sonoco Products Company and Regions Bank, as Trustee, including Forms of 1.800% Note due 2025, 2.250% Note due 2027 and 2.850% Note due 2032 (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K filed January 21, 2022)

Seventh Supplemental Indenture, dated as of September 19, 2024, between Sonoco Products Company and Regions Bank, as Trustee, including Forms of 4.450% Notes due 2026, 4.600% Notes due 2029 and 5.000% Notes due 2034 (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K filed September 19, 2024)

Sonoco Retirement and Savings Plan, amended and restated as of January 1, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-K, filed February 28, 2022)

8 unchanged sentences

Omnibus Benefit Restoration Plan of Sonoco Products Company, amended and restated as of January 1, 2022 (incorporated by reference to Exhibit 10.9 to the Registrant's Form 10-K, filed February 28, 2022)

10-10** Form of Executive Bonus Life Agreement between the Company and certain executive officers (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended September 26, 2004)

Description of Stock Appreciation Rights, Restricted Stock Units and Performance Contingent Restricted Stock Units granted to executive officers of the Registrant on February 8, 2017 (incorporated by reference to Registrant’s Form 8-K filed February 14, 2017)

4 unchanged sentences

Description of Restricted Stock Units and Performance Contingent Restricted Stock Units granted to executive officers of the Registrant on February 8, 2022 (incorporated by reference to the Registrant's Form 8-K filed February 11, 2022)

10-17** Sonoco Products Company 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit One to the Company's Proxy Statement for the Annual Meeting of Shareholders on April 17, 2019)

Sonoco Products Company 2024 Omnibus Incentive Plan (incorporated by reference to Appendix 2 to the Company's Proxy Statement for the Annual Meeting of Shareholders on April 17, 2024)

Credit Agreement, dated June 30, 2021, by and among the Company, Bank of America, N.A., and the other parties thereto (as amended) (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended July 4, 2021)

10-19* Credit Agre ement, dated as of August 7, 2023, among Sonoco Products Company, as Borrower, CoBank, ACB, as Administrative Agent, and the Lenders party hereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed August 10, 2023)

Credit Agreement, dated as of August 7, 2023, among Sonoco Products Company, as Borrower, CoBank, ACB, as Administrative Agent, and the Lenders party hereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed August 10, 2023)

Sonoco Products Company Change-In-Control Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed February 11, 2022)

1 unchanged sentence

Third Amendment, dated as of August 7, 2023, to the Credit Agreement dated as of June 30, 2021, and Incremental Increase Agreement, among Sonoco Products Company, as Borrower, CoBank, FCB, as Lender, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed August 10, 2023)

Amended and Restated Credit Agreement, dated as of May 3, 2024, by and among the Company, Bank of America, N.A., and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed May 7, 2024)

Term Credit Agreement, dated as of July 12, 2024, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed July 16, 2024)

364-Day Term Credit Agreement, dated as of September 16, 2024, by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed September 16, 2024)

Sonoco Products Company Insider Trading Policy

21 Subsidiaries of the Registrant

4 unchanged sentences

240.13a-14(b)

97 Sonoco Products Company Executive Compensation Clawback Policy

97 Sonoco Products Company Executive Compensation Clawback Policy (incorporated by reference to Exhibit 97 to the Registrant’s Form 10 -K filed February 28 , 2024)

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

5 unchanged sentences

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and attachments to the SEC or its staff upon request.

** Certain portions of these exhibits have been redacted pursuant to Item 601(b)(2)(ii) or Item 601(b)(10)(iv) of Regulation S-K.

The Company hereby agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.

The Company hereby agrees to furnish supplementally an unredacted copy of the exhibit to the SEC or its staff upon request.

*** Indicates management contract or compensatory plan.

3 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on t his 28 th day of February 2025.

/s/ Robert R.

Dillard /s/ Aditya Gandhi

Dillard Aditya Gandhi

Chief Financial Officer Vice President and Chief Accounting Officer

Cheatham /s/ Aditya Gandhi

Cheatham Aditya Gandhi

Interim Chief Financial Officer Vice President and Chief Accounting Officer

(principal financial officer) (principal accounting officer)

Haley/Director (Chairman) R.

Coker/President, Chief Executive Officer and Director

Boyd /s/ P.L.

Boyd/Director P.L.

Haley/Director (Chairman)

Howard Coker/President, Chief Executive Officer and Director

/s/ Steven L.

Boyd/Director

Clark/Director

/s/ Pamela L.

/s/ Theresa J.

Davies/Director

Drew/Director P.

Guillemot/Director

Hill, Jr./Lead Independent Director E.

Istavridis/Director

Kyle /s/ B.J.

Kyle/Director B.J.

Drew/Director

/s/ Philippe Guillemot

/s/ Robert R.

Philippe Guillemot/Director

Hill, Jr./Lead Independent Director

/s/ Eleni Istavridis

/s/ Richard G.

Eleni Istavridis/Director

Kyle/Director

/s/ Blythe J.

/s/ Thomas E.

McGarvie/Director

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures