What changed in this filing

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Item 1. Financial Statements

2025-10-29 compared with 2025-07-28 · 367 added, 253 removed, 1136 unchanged (35% of the section changed)

3 unchanged sentences

(Dollars and shares in thousands)

September 28,

2025 December 31, 2024*

7 unchanged sentences

Prepaid expenses 136,939 197,134

Assets held for sale 322,352 —

Current assets of discontinued operations — 450,874

11 unchanged sentences

Payable to suppliers $ 1,133,643 $ 1,130,500

Accrued expenses and other 600,988 604,455

Accrued expenses and other payables 686,885 604,455

Notes payable and current portion of long-term debt 1,368,899 2,054,525

Accrued taxes 165,089 6,755

Liabilities held for sale 65,387 —

Current liabilities of discontinued operations — 242,056

11 unchanged sentences

Authorized 300,000 shares;

98,628 and 98,260 shares issued and outstanding at June 29, 2025 and December 31, 2024, respectively

98,631 and 98,260 shares issued and outstanding at September 28, 2025 and December 31, 2024, respectively

Capital in excess of stated value 190,538 183,250

10 unchanged sentences

(Dollars and shares in thousands except per share data)

Three Months Ended Six Months Ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Net sales $ 2,131,108 $ 1,354,652 $ 5,750,777 $ 3,942,089

3 unchanged sentences

Restructuring/Asset impairment charges 48,388 6,149 71,721 55,122

(Loss)/Gain on divestiture of business ( 2,083 ) 4,478 ( 6,266 ) 4,478

Loss on divestiture of business ( 3,031 ) ( 31,770 ) ( 9,297 ) ( 27,292 )

Operating profit 194,966 102,108 497,493 270,491

Other (expense)/income, net ( 6,559 ) 5,867 ( 13,076 ) 5,867

Non-operating pension costs 3,054 2,947 9,157 10,412

1 unchanged sentence

Interest income 4,634 5,585 16,104 11,777

Other (expense)/income, net ( 7,541 ) — ( 20,617 ) 5,867

Income from continuing operations before income taxes 127,762 44,103 302,186 158,242

5 unchanged sentences

Net income 123,065 51,209 670,753 207,433

Net loss/(income) from continuing operations attributable to noncontrolling interests 224 ( 110 ) 164 ( 158 )

Net (income)/loss from continuing operations attributable to noncontrolling interests ( 147 ) ( 241 ) 17 ( 399 )

Net income from discontinued operations attributable to noncontrolling interests — ( 47 ) — ( 125 )

17 unchanged sentences

(Dollars in thousands)

Three Months Ended Six Months Ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Net income $ 123,065 $ 51,209 $ 670,753 $ 207,433

Other comprehensive income/(loss):

Other comprehensive (loss)/income:

Foreign currency translation adjustments ( 8,518 ) 35,922 506,773 ( 17,272 )

1 unchanged sentence

Changes in derivative financial instruments, net of tax ( 912 ) 60 2,169 ( 1,432 )

Other comprehensive income/(loss) 343,711 ( 32,990 ) 521,851 ( 52,564 )

Other comprehensive (loss)/income:

( 8,733 ) 37,018 513,118 ( 15,546 )

Comprehensive income 114,332 88,227 1,183,871 191,887

Net loss/(income) attributable to noncontrolling interests-continuing operations 224 ( 110 ) 164 ( 158 )

Net (income)/loss attributable to noncontrolling interests-continuing operations ( 147 ) ( 241 ) 17 ( 399 )

Net income attributable to noncontrolling interests-discontinued operations — ( 47 ) — ( 125 )

Other comprehensive (income)/loss attributable to noncontrolling interests ( 1,779 ) 42 ( 1,754 ) 509

Other comprehensive loss/(income) attributable to noncontrolling interests 389 ( 711 ) ( 1,365 ) ( 202 )

Comprehensive income attributable to Sonoco $ 114,574 $ 87,228 $ 1,182,523 $ 191,161

25 unchanged sentences

Net income/(loss) 493,199 493,423 ( 224 )

Other comprehensive income/(loss):

Other comprehensive income:

Translation gain 339,452 337,673 1,779

8 unchanged sentences

June 29, 2025 $ 3,250,833 98,628 $ 7,175 $ 183,339 $ 17,363 $ 3,027,647 $ 15,309

Net income 123,065 122,918 147

Other comprehensive (loss)/income:

Translation loss ( 8,518 ) ( 8,129 ) ( 389 )

Defined benefit plan adjustment, net of tax 697 697

Derivative financial instruments, net of tax ( 912 ) ( 912 )

Other comprehensive loss ( 8,733 ) ( 8,344 ) ( 389 )

Divestiture of non-controlling interest ( 273 ) ( 273 )

Dividends ( 52,575 ) ( 52,575 )

Issuance of stock awards 366 3 366

Shares repurchased ( 4 ) — ( 4 )

Share-based compensation 6,775 6,775

September 28, 2025 $ 3,319,516 98,631 $ 7,175 $ 190,538 $ 9,019 $ 3,097,990 $ 14,794

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)

34 unchanged sentences

June 30, 2024 $ 2,441,867 98,258 $ 7,175 $ 167,114 $ ( 418,317 ) $ 2,678,673 $ 7,222

Net income 51,209 50,921 $ 288

Other comprehensive income:

Translation loss 35,922 35,211 711

Defined benefit plan adjustment, net of tax 1,036 1,036

Derivative financial instruments, net of tax 60 60

Other comprehensive income 37,018 36,307 711

Dividends ( 51,352 ) ( 51,352 )

Issuance of stock awards 265 265

Shares repurchased ( 10 ) ( 10 )

Share-based compensation 7,682 7,682

Other 481 481

September 29, 2024 $ 2,487,160 98,258 $ 7,175 $ 175,532 $ ( 382,010 ) $ 2,678,242 $ 8,221

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)

2 unchanged sentences

(Dollars in thousands)

Six Months Ended

June 29, 2025 June 30, 2024

Nine Months Ended

September 28, 2025 September 29, 2024

Cash Flows from Operating Activities:

Net income $ 670,753 $ 207,433

Adjustments to reconcile net income to net cash (used)/provided by operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Asset impairments 11,402 23,195

4 unchanged sentences

Net loss/(gain) on disposition of assets 3,770 ( 529 )

Net gain on divestiture of business and other assets ( 619,507 ) ( 4,478 )

Net (gain)/loss on divestiture of business ( 616,476 ) 27,292

Gain on remeasurement of investment in affiliated companies — ( 6,012 )

9 unchanged sentences

Accrued expenses and other assets and liabilities ( 44,848 ) 43,622

Net cash (used)/provided by operating activities ( 14,653 ) 275,489

Net cash provided by operating activities 276,896 437,638

Cash Flows from Investing Activities:

5 unchanged sentences

Proceeds from settlement of net investment hedge — 9,068

Investment in affiliated companies — ( 10,000 )

Other net investing activities 242 5,448

Investments in affiliated companies and other net investing proceeds 1,129 2,221

Net cash provided/(used) by investing activities 1,584,305 ( 178,059 )

3 unchanged sentences

Net change in commercial paper 90,000 33,983

Net increase in book cash overdrafts 6,476 3,725

Net increase/(decrease) in book cash overdrafts 14,741 ( 3,078 )

Payment of loan financing costs — ( 19,000 )

Payment of contingent consideration — ( 948 )

Dividends paid to noncontrolling interests ( 243 ) —

1 unchanged sentence

Payments for share repurchases ( 10,580 ) ( 9,172 )

Net cash used by financing activities ( 1,776,777 ) ( 177,991 )

Net cash (used)/provided by financing activities ( 2,090,258 ) 1,529,498

Effects of Exchange Rate Changes on Cash 31,863 ( 10,381 )

Net Decrease in Cash and Cash Equivalents ( 113,260 ) ( 11,704 )

Net (Decrease)/Increase in Cash and Cash Equivalents ( 197,194 ) 1,778,696

Cash and cash equivalents at beginning of period 443,060 151,937

Cash and cash equivalents at end of period $ 245,866 $ 1,930,633

1 During 2025, the Company received $ 16,528 in a final net working capital settlement related to the acquisition of Eviosys .

1 The Company received a final net working capital settlement of $ 16,528 during 2025 related to the acquisition of Titan Holdings I B.V.

(“Eviosys”) .

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)

4 unchanged sentences

On April 1, 2025, Sonoco Products Company (the “Company” or “Sonoco”) completed the previously announced sale of its Thermoformed and Flexibles Packaging business and its global Trident business (collectively, “TFP”) to TOPPAN Holdings Inc.

(“Toppan”) for $ 1,807,493 on a cash-free and debt-free basis and subject to customary adjustments.

In accordance with applicable accounting guidance, the results of TFP, previously part of the Company’s Consumer Packaging segment, are presented as discontinued operations in the Condensed Consolidated Statements of Income and, as such, have been excluded from both continuing operations and segment results for all periods presented in this Quarterly Report on Form 10-Q.

3 unchanged sentences

See Note 2 for additional information.

On September 7, 2025, the Company entered into a definitive agreement to sell its ThermoSafe business (“ThermoSafe”), part of the All Other group of businesses, to Arsenal Capital Partners (“Arsenal”), a private equity firm, for a total purchase price of up to $ 725,000 .

The purchase price consists of $ 650,000 on a cash-free and debt-free basis payable at closing and subject to customary adjustments, and additional consideration of up to $ 75,000 if certain performance measures for calendar year 2025 are met.

The transaction is subject to customary closing conditions, including regulatory review, and is expected to be completed by the end of 2025.

As a result, the Company has determined the criteria for classification as held for sale were met.

Consequently, the assets and liabilities associated with ThermoSafe are classified as held for sale on the Company's Condensed Consolidated Balance Sheet as of September 28, 2025.

The decision to sell ThermoSafe was made as part of the Company's efforts to simplify its operating structure in order to focus on growing its core Consumer Packaging and Industrial Paper Packaging businesses.

As of September 28, 2025, ThermoSafe employed approximately 900 associates working in operations in the Americas, Europe, the Middle East and Africa (“EMEA”) and Asia.

The sale does not represent a strategic shift for the Company that will have a major effect on the Company’s operations and financial results;

consequently, it does not meet the criteria for reporting as a discontinued operation.

In the opinion of the management of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments, unless otherwise stated) necessary to state fairly the consolidated financial position, results of operations and cash flows for the interim periods reported herein.

Operating results for the three- and six-month periods ended June 29, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Operating results for the three- and nine-month periods ended September 28, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Discontinued Operations

As disclosed in Note 1 , the Company completed the previously announced sale of TFP o n April 1, 2025 .

The following table presents the assets and liabilities that are classified as discontinued operations in the Condensed Consolidated Balance Sheets as of December 31, 2024:

SONOCO PRODUCTS COMPANY

1 unchanged sentence

(Dollars and shares in thousands except per share data)

In conjunction with the pending sale of ThermoSafe, the following major classes of assets and liabilities were classified as held for sale on the Company’s Condensed Consolidated Balance Sheet as of September 28, 2025:

Cash and cash equivalents $ 1,011

Trade accounts receivable, net of allowances 47,770

Other receivables 245

Inventories 24,626

Prepaid expenses 2,299

Property, Plant and Equipment, net 37,556

Goodwill 173,394

Other Intangible Assets, net 9,430

Deferred Income Taxes 1,875

Right of Use Asset-Operating Leases 20,825

Other Assets 3,321

Assets held for sale $ 322,352

Payable to suppliers $ 32,481

Accrued expenses and other payables 12,047

Notes payable and current portion of long-term debt 445

Accrued taxes 177

Long-term Debt, Net of Current Portion 2,475

Noncurrent Operating Lease Liabilities 16,916

Deferred Income Taxes 846

Liabilities held for sale $ 65,387

Subsequent to entering the agreement to sell ThermoSafe on September 7, 2025, depreciation was not recognized on TFP’s property, plant and equipment, and amortization was not recognized on ThermoSafe’s other intangible assets or right of use assets-operating leases, in accordance with Accounting Standards Codification (“ASC”) 360, “Property, Plant, and Equipment.”

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

Discontinued Operations

As disclosed in Note 1, the Company completed the sale of TFP on April 1, 2025.

T he following table presents the assets and liabilities that are classified as discontinued operations in the Condensed Consolidated Balance Sheets as of December 31, 2024:

Cash and cash equivalents $ 12,050

Trade accounts receivable, net of allowances of $ 2,582 at December 31, 2024

7 unchanged sentences

Goodwill 502,621

Other intangible assets, net of accumulated amortization of $ 206,437 and December 31, 2024

Long-term deferred income taxes 262

Other intangible assets, net of accumulated amortization of $ 206,437 at December 31, 2024

Deferred income taxes 262

Right of use asset-operating leases 75,855

2 unchanged sentences

Payable to suppliers 172,720

Accrued expenses and other 62,562

Accrued expenses and other payables 62,562

Notes payable and current portion of long-term debt 6,774

8 unchanged sentences

(Dollars and shares in thousands except per share data)

The following table presents key components of “Net income from discontinued operations” for the three- and six-month periods ended June 29, 2025 and June 30, 2024:

Three Months Ended Six Months Ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

The following table presents key components of “Net income from discontinued operations” for the three- and nine-month periods ended September 28, 2025 and September 29, 2024:

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Net sales $ — $ 321,213 $ 320,678 $ 994,798

20 unchanged sentences

Diluted $ — $ 0.20 $ 4.32 $ 0.84

The following table presents significant cash flow items from discontinued operations for the six months ended June 29, 2025 and June 30, 2024:

Six Months Ended

June 29, 2025 June 30, 2024

The following table presents significant cash flow items from discontinued operations for the nine months ended September 28, 2025 and September 29, 2024:

Nine Months Ended

September 28, 2025 September 29, 2024

Depreciation and amortization (a)

1 unchanged sentence

Purchases of property, plant and equipment $ ( 5,572 ) $ ( 35,301 )

(a) Subsequent to entering the agreement on December 8, 2024 to sell TFP, depreciation was not recognized on TFP’s property, plant and equipment, and amortization was not recognized on TFP’s other intangible assets or right of use assets-operating leases, in accordance with Accounting Standards Codification (“ASC”) 360, “Property, Plant, and Equipment.”

(a) Subsequent to entering the agreement to sell TFP on December 8, 2024, depreciation was not recognized on TFP’s property, plant and equipment, and amortization was not recognized on TFP’s other intangible assets or right of use assets-operating leases, in accordance with ASC 360, “Property, Plant, and Equipment.”

SONOCO PRODUCTS COMPANY

19 unchanged sentences

ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted.

The Company will begin providing the required income tax disclosures starting with its Annual Report on Form 10-K for the year ending December 31, 2025.

During the six-month period ended June 29, 2025, there were no other newly issued or newly applicable accounting pronouncements that had, or are expected to have, a material impact on the Company’s condensed consolidated financial statements.

Further, at June 29, 2025, there were no other pronouncements pending adoption that are expected to have a material impact on the Company’s condensed consolidated financial statements.

The Company will begin providing the required income tax disclosures on a prospective basis starting with its Annual Report on Form 10-K for the year ending December 31, 2025.

During the nine-month period ended September 28, 2025, there were no other newly issued or newly applicable accounting pronouncements that had, or are expected to have, a material impact on the Company’s condensed consolidated financial statements.

Further, at September 28, 2025, there were no other pronouncements pending adoption that are expected to have a material impact on the Company’s condensed consolidated financial statements.

Acquisitions and Divestitures

Eviosys Acquisition

On December 4, 2024, the Company completed the acquisition of all issued and outstanding equity interests in Titan Holdings I B.V.

(“Eviosys”) from an affiliate of KPS Capital Partners, LP for net cash consideration of $ 3,773,298 , net of a final working capital settlement for which the Company received $ 16,528 during the second quarter of 2025, Eviosys is a global supplier of metal packaging that produces food cans and ends, aerosol cans, metal closures and promotional packaging with a large metal food can manufacturing footprint in the Europe, Middle East, and Africa region.

On December 4, 2024, the Company completed the acquisition of all issued and outstanding equity interests in Eviosys from an affiliate of KPS Capital Partners, LP for net cash consideration of $ 3,773,298 , net of a final working capital settlement for which the Company received $ 16,528 during the second quarter of 2025.

Eviosys, now operated as Sonoco Metal Packaging EMEA in the Company’s Consumer Packaging segment, is a global supplier of metal packaging that produces food cans and ends, aerosol cans, metal closures and promotional packaging with a large metal food can manufacturing footprint in the EMEA region.

The Company funded the Eviosys acquisition, including related fees and expenses, with the net proceeds from the registered public offering of senior unsecured notes, borrowings from two term loan facilities, and cash on hand.

See Note 11 to the Company’s Consolidated Financial Statements included in Part IV, Item 15 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for more information.

The financial results of Eviosys are included in the Company’s Consumer Packaging segment.

The Company’s initial preliminary fair values of the assets acquired and liabilities assumed in the Eviosys acquisition, as well as updated preliminary fair values reflecting adjustments made during the measurement period, are as follows:

12 unchanged sentences

Goodwill 1,285,518 ( 53,699 ) 1,231,819

Long-term deferred income taxes 39,023 ( 388 ) 38,635

Deferred income taxes 39,023 10,767 49,790

Other assets 3,330 24 3,354

Payable to suppliers ( 518,766 ) 1,672 ( 517,094 )

Accrued expenses and other ( 168,529 ) 324 ( 168,205 )

Accrued expenses and other payables ( 168,529 ) ( 227 ) ( 168,756 )

Accrued wages and other compensation ( 41,749 ) ( 57 ) ( 41,806 )

4 unchanged sentences

Deferred income taxes ( 599,941 ) 36,944 ( 562,997 )

Other long-term liabilities ( 16,714 ) 393 ( 16,321 )

Other liabilities ( 16,714 ) 1,246 ( 15,468 )

Noncontrolling interests

7 unchanged sentences

Factors comprising goodwill for Eviosys, none of which is expected to be deductible for income tax purposes, include increased access to certain markets and the value of the assembled workforce.

The following table presents the Company’s pro forma consolidated results for the three- and six-month periods ended June 30, 2024, assuming the acquisition of Eviosys had occurred on January 1, 2023.

The following table presents the Company’s pro forma consolidated results for the three- and nine-month periods ended September 29, 2024, assuming the acquisition of Eviosys had occurred on January 1, 2023.

This pro forma information is presented for informational purposes only and does not purport to represent the results of operations that would have been achieved if the acquisition had been completed at the beginning of 2023, nor is it necessarily indicative of future consolidated results.

Pro Forma Supplemental Information Three Months Ended Six Months Ended

Consolidated June 30, 2024 June 30, 2024

Pro Forma Supplemental Information Three Months Ended Nine Months Ended

Consolidated September 29, 2024 September 29, 2024

Net sales $ 2,059,353 $ 5,779,008

7 unchanged sentences

The pro forma information above does not project the Company’s expected results for any future period and gives no effect to any future synergistic benefits that may result from the combination or the costs of integrating the acquired operations with those of the Company.

Pro forma information for the period ended June 30, 2024 includes adjustments to depreciation, amortization, and income taxes based upon the updated fair value allocation of the purchase price to Eviosys’ tangible and intangible assets acquired and liabilities assumed as though the acquisition had occurred on January 1, 2023.

Pro forma information for the three- and nine-month periods ended September 29, 2024 includes adjustments to depreciation, amortization, and income taxes based upon the updated fair value allocation of the purchase price to Eviosys’ tangible and intangible assets acquired and liabilities assumed as though the acquisition had occurred on January 1, 2023.

Interest expense on the additional debt issued by the Company to fund the acquisition and retention bonuses incurred related to the acquisition are also included in the pro forma information as if the acquisition had occurred on January 1, 2023.

3 unchanged sentences

The financial results of this business are included in the Company’s Industrial Paper Packaging segment.

ThermoSafe Divestiture

On September 7, 2025, the Company entered into a definitive agreement to sell ThermoSafe, part of the All Other group of businesses, to Arsenal for a total purchase price of up to $ 725,000 .

The transaction is subject to customary closing conditions, including regulatory review, and is expected to be completed by the end of 2025.

The Company incurred transaction fees related to this pending divestiture of $ 3,000 during the third quarter of 2025.

These fees are included in “Loss on divestiture of business” in the Company’s Condensed Consolidated Statements of Income for the three- and nine-month periods ended September 28, 2025.

See Note 1 for additional information.

TFP Divestiture

3 unchanged sentences

The Company recognized a related tax provision of $ 201,225 , for an after-tax gain of $ 424,548 .

The after tax gain is included in “Net income from discontinued operations” in the Company’s Condensed Consolidated Statements of Income for the three- and six-month periods ended June 29, 2025.

The after tax gain is included in “Net income from discontinued operations” in the Company’s Condensed Consolidated Statements of Income for the nine-month period ended September 28, 2025.

The majority of cash proceeds generated from this transaction were used to repay debt, as further described in Note 10.

1 unchanged sentence

On April 30, 2025, the Company completed the sale of a recycling facility in Asheville, NC, part of the Industrial Paper Packaging segment, for cash proceeds of $ 3,924 .

The sale resulted in a loss of $ 2,083 , which is included in “(Loss)/Gain on divestiture of business” in the Company’s Condensed Consolidated Statements of Income.

The sale resulted in a loss of $ 2,114 , which is included in “Loss on divestiture of business” in the Company’s Condensed Consolidated Statements of Income.

On March 2, 2025, the Company completed the sale of its tube and core operations in Venezuela, part of the Industrial Paper Packaging segment, in exchange for a receivable in the amount of $ 145 .

The sale resulted in a loss of $ 5,390 , including $ 3,792 of cumulative translation losses that were reclassified from accumulated other comprehensive income.

This loss is included in “(Loss)/Gain on divestiture of business” in the Company’s Condensed Consolidated Statements of Income.

This loss is included in “Loss on divestiture of business” in the Company’s Condensed Consolidated Statements of Income.

In February 2025, the remaining $ 2,000 of proceeds from the July 1, 2023 sale of the Company’s U.S.

BulkSak business were released to the Company from escrow.

On January 17, 2025, the Company completed the sale of a small construction tube operation in France, part of the Industrial Paper Packaging segment, for cash proceeds of $ 1,513 and recognized a gain of $ 1,207 , which is included in “(Loss)/Gain on divestiture of business” in the Company’s Condensed Consolidated Statements of Income.

On April 1, 2024, the Company completed the sale of its Protective Solutions business (“Protexic”), part of the All Other group of businesses, to Black Diamond Capital Management, LLC for cash proceeds of $ 80,267 .

This business provided foam components and integrated material solutions for various industrial end markets.

This sale was the result of the Company’s continuing evaluation of its business portfolio and is consistent with the Company’s strategic and investment priorities.

In connection with the Protexic divestiture, the Company wrote off net assets totaling $ 74,126 , including $ 16,559 of allocated goodwill, and reclassified $ 2,913 of cumulative translation adjustment losses from accumulated other comprehensive loss, recognizing a preliminary pretax gain on the divestiture of $ 3,228 , which is included in “(Loss)/Gain on divestiture of business” in the Company’s Condensed Consolidated Statements of Income.

The Company used the majority of the cash proceeds from the sale to pay down debt.

On January 17, 2025, the Company completed the sale of a small construction tube operation in France, part of the Industrial Paper Packaging segment, for cash proceeds of $ 1,513 and recognized a gain of $ 1,207 , which is included in “Loss on divestiture of business” in the Company’s Condensed Consolidated Statements of Income.

SONOCO PRODUCTS COMPANY

1 unchanged sentence

(Dollars and shares in thousands except per share data)

In September 2024, the Company entered into agreements to sell two of its production facilities in China, both of which are part of the Company’s Industrial Paper Packaging segment, for approximately $ 419 .

The sale of these facilities was completed in the fourth quarter of 2024.

In the third quarter of 2024, as a result of the pending sale, the Company wrote down the carrying amounts of the asset group to their estimated fair values based on the expected selling price less estimated costs to sell and recognized a loss of $ 29,965 .

This loss is included in “Loss on divestiture of business” in the Company’s Condensed Consolidated Statements of Income.

This business provided foam components and integrated material solutions for various industrial end markets.

This sale was the result of the Company’s continuing evaluation of its business portfolio and is consistent with the Company’s strategic and investment priorities.

In the third quarter of 2024, the Company paid a final net working capital settlement of $ 1,805 to Black Diamond, resulting in a net pretax gain of $ 1,423 for the nine-month period ended September 29, 2024, which is included in “Loss on divestiture of business” in the Company’s Condensed Consolidated Statements of Income.

The Company used the majority of the cash proceeds from the sale to pay down debt.

On January 26, 2023, the Company completed the sale of its Sonoco Sustainability Solutions (“S3”) business, a provider of customized waste and recycling management programs and part of the Company’s Industrial Paper Packaging segment, to Northstar Recycling Co.

In the second quarter of 2024, upon resolution of certain contingencies, the Company received cash proceeds and recognized an additional pretax gain of $ 1,250 on the sale.

These gains are included in “(Loss)/Gain on divestiture of business and other assets” in the Company’s Condensed Consolidated Statements of Income for their respective periods.

These gains are included in “Loss on divestiture of business” in the Company’s Condensed Consolidated Statements of Income for their respective periods.

The sales of these operations did not represent a strategic shift for the Company and did not have a major effect on its operations or financial results.

4 unchanged sentences

The Company’s preferred stock investment increased by $ 18,512 , which included a $ 10,000 cash payment, a $ 5,400 remeasurement of the fair value of the existing investment, and a $ 2,500 conversion of the carrying value of the out standing convertible notes into a preferred stock investment, which yielded a $ 467 fair value increase and a $ 145 increase for interest income earned.

The outstanding preferred stock investment at both June 29, 2025 and December 31, 2024 was $ 21,212 and is included within “Other assets” in the Company’s Condensed Consolidated Balance Sheet.

The remeasurement of the carrying value of the historical investment to fair value resulted i n a gain of $ 5,867 and interest income of $ 145 , which are included in “Other (expenses)/income, net” and “Inte rest income,” respectively, in the Company’s Condensed Consolidated Statements of Income for the three- and six-month periods ended June 30, 2024 .

The outstanding preferred stock investment at both September 28, 2025 and December 31, 2024 was $ 21,212 and is included within “Other assets” in the Company’s Condensed Consolidated Balance Sheet.

The remeasurement of the carrying value of the historical investment to fair value resulted i n a gain of $ 5,867 and interest income of $ 145 in the second quarter of 2024.

These are included in “Other (expense)/income, net ” and “Interest income ,” respectively, in the Company’s Condensed Consolidated Statements of Income for the nine months ended September 29, 2024 .

Acquisition, Integration, and Divestitur e-Related Costs

Acquisition, integration, and divestiture-related costs from continuing operations during the three- and six-month periods ended June 29, 2025 and June 30, 2024 were recorded in the Company’s Condensed Consolidated Statements of Income as follows:

Three Months Ended Six Months Ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Acquisition, integration, and divestiture-related costs from continuing operations during the three- and nine-month periods ended September 28, 2025 and September 29, 2024 were recorded in the Company’s Condensed Consolidated Statements of Income as follows:

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Cost of sales $ 159 $ — $ 18,200 $ —

Selling, general and administrative expenses 9,159 15,605 29,545 43,201

Interest expense — 30,181 — 30,181

Total acquisition, integration, and divestiture-related costs $ 9,318 $ 45,786 $ 47,745 $ 73,382

Acquisition, integration, and divestiture-related costs included in “Selling, general and administrative expenses” consist primarily of legal and professional fees, representation and warranty insurance premiums, as well as employee-related costs, and other integration activity costs, while such costs included in “Cost of sales” consist primarily of amortization of the fair value step-up of finished goods inventory.

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

Acquisition, integration, and divestiture-related costs included in “Interest expense” include losses on treasury lock derivative instruments and amortization of financing fees related to debt instruments associated with the financing of the Eviosys acquisition.

Shareholders’ Equity

1 unchanged sentence

The following table sets forth the computation of basic and diluted earnings per share:

Three Months Ended Six Months Ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Net income from continuing operations $ 123,065 $ 31,391 $ 241,033 $ 124,314

Net loss/(income) from continuing operations attributable to noncontrolling interests 224 ( 110 ) 164 ( 158 )

Net (income)/loss from continuing operations attributable to noncontrolling interests ( 147 ) ( 241 ) 17 ( 399 )

Net income from continuing operations attributable to Sonoco $ 122,918 $ 31,150 $ 241,050 $ 123,915

1 unchanged sentence

Weighted average common shares outstanding:

Basic 99,182 98,683 99,098 98,616

Dilutive effect of shared-based compensation 466 584 421 605

Diluted outstanding shares 99,539 99,241 99,453 99,199

Diluted 99,648 99,267 99,519 99,221

Per common share:

7 unchanged sentences

No adjustments were made to “Net income attributable to Sonoco” in the computations of net income attributable to Sonoco per common share.

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

Anti-dilutive Securities

2 unchanged sentences

These SARs may become dilutive in the future if the market price of the Company’s common stock appreciates.

The average numbers of SARs that were anti-dilutive and, therefore, not included in the computation of diluted earnings per share during the three- and six-month periods ended June 29, 2025 and June 30, 2024 were as follows (in thousands):

Three Months Ended Six Months Ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

The average numbers of SARs that were anti-dilutive and, therefore, not included in the computation of diluted earnings per share during the three- and nine-month periods ended September 28, 2025 and September 29, 2024 were as follows (in thousands):

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Anti-dilutive stock appreciation rights 496 455 520 378

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

Stock Repurchases

3 unchanged sentences

The Company regularly repurchases shares of its common stock to satisfy employee tax withholding obligations in association with certain share-based compensation awards.

These repurchases, which are not part of a publicly announced plan or program, totaled 220 shares during the six-month period ended June 29, 2025, at a cost of $ 10,576 , and 163 shares during the six-month period ended June 30, 2024, at a cost of $ 9,162 .

These repurchases, which are not part of a publicly announced plan or program, totaled 220 shares during the nine-month period ended September 28, 2025, at a cost of $ 10,580 , and 163 shares during the nine-month period ended September 29, 2024, at a cost of $ 9,172 .

Dividend Declarations

6 unchanged sentences

This dividend is payable on September 10, 2025 to all shareholders of record as of August 8, 2025.

On October 14, 2025, subsequent to the end of the quarter, the Board declared a regular quarterly dividend of $ 0.53 per share.

This dividend is payable on December 10, 2025 to all shareholders of record as of November 10, 2025.

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

Restructuring and Asset Impairments

2 unchanged sentences

The amount of these costs can vary significantly from quarter to quarter and from year to year depending upon the scope, nature, and location of the restructuring activities.

Following are the total restructuring and asset impairment charges, net of adjustments, recognized during the periods presented:

Three Months Ended Six Months Ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Set forth below are the total restructuring and asset impairment charges, net of adjustments, recognized during the periods presented:

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Restructuring and restructuring-related asset impairment charges $ 48,388 $ 6,149 $ 71,721 $ 55,122

1 unchanged sentence

Restructuring/Asset impairment charges $ 48,388 $ 6,149 $ 71,721 $ 55,122

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

The table below sets forth restructuring and restructuring-related asset impairment charges by type incurred:

Three Months Ended Six Months Ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Severance and Termination Benefits $ 37,865 $ 1,378 $ 51,230 $ 24,649

3 unchanged sentences

The table below sets forth restructuring and restructuring-related asset impairment charges attributable to each reportable segment, the All Other group of businesses, and Corporate-related activity:

Three Months Ended Six Months Ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Consumer Packaging $ 34,885 $ 2,468 $ 37,623 $ 16,661

4 unchanged sentences

Restructuring and restructuring-related asset impairment charges are included in “Restructuring/Asset impairment charges” in the Company’s Condensed Consolidated Statements of Income.

The following table sets forth the activity in the restructuring accrual included in “Accrued expenses and other” in the Company’s Condensed Consolidated Balance Sheets:

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

The following table sets forth the activity in the restructuring accrual included in “Accrued expenses and other payables” in the Company’s Condensed Consolidated Balance Sheets:

and Termination

8 unchanged sentences

Foreign currency translation 842 — 324 1,166

Liability at June 29, 2025 $ 18,932 $ — $ 1,841 $ 20,773

“Severance and Termination Benefits” during the six-month period ended June 29, 2025 includes the cost of severance for approximately 120 employees whose positions were eliminated in conjunction with the Company’s ongoing organizational effectiveness efforts, as well as severance related to the closures of cone facilities in China and Mexico, and partitions facilities in Scarborough, Maine and Santa Fe Springs, California, all part of the Industrial Paper Packaging segment, and the closure of a metal can facility in Spain, part of the Consumer Packaging segment.

“Asset Impairment/Disposal of Assets” during the six-month period ended June 29, 2025 consists primarily of asset write-offs related to the closures of the cone facilities in China and Mexico and the partitions facilities in Maine and California, all part of the Industrial Paper Packaging segment.

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

“Other Costs” during the six-month period ended June 29, 2025 consists primarily of equipment removal, utilities, plant security, property taxes, insurance and environmental remediation costs related to the prior year’s closure of the Company’s paper mill in Sumner, Washington, legal costs related to the closure of the metal can facility in Spain, and ongoing facility carrying costs of previously announced plant closures.

Liability at September 28, 2025 $ 49,083 $ — $ 4,046 $ 53,129

“Severance and Termination Benefits” during the nine-month period ended September 28, 2025 includes the cost of severance for approximately 370 employees whose positions were eliminated in conjunction with the Company’s ongoing organizational effectiveness efforts, as well as severance costs related to the closures of metal can facilities in France and Spain, part of the Consumer Packaging segment, and the closures of a paper mill in Mexico, cone facilities in China and Mexico, and partitions facilities in Maine and California, all part of the Industrial Paper Packaging segment.

“Asset Impairment/Disposal of Assets” during the nine-month period ended September 28, 2025 consists primarily of asset write-offs related to the closures of the paper mill in Mexico, the cone facilities in China and Mexico, and the partitions facilities in Maine and California, all part of the Industrial Paper Packaging segment, and the closure of the metal packaging facility in France, part of the Consumer Packaging segment.

“Other Costs” during the nine-month period ended September 28, 2025 consists primarily of equipment removal, utilities, plant security, property taxes, insurance and environmental remediation costs related to the prior year’s closure of the Company’s paper mill in Washington, costs related to the current year’s closures of the metal can facilities in France and Spain and the paper mill in Mexico, and ongoing facility carrying costs of previously announced plant closures.

The Company expects to pay the majority of the remaining restructuring reserves by the end of 2026 using cash generated from operations.

1 unchanged sentence

The Company continually evaluates its cost structure, including its manufacturing capacity, and additional restructuring actions are likely to be undertaken.

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

Accumulated Other Comprehensive Income/(Loss)

The following table summarizes the components of accumulated other comprehensive income/(loss) and the changes in the balances of each component of accumulated other comprehensive income/(loss), net of tax as applicable, for the six-month periods ended June 29, 2025 and June 30, 2024:

The following table summarizes the components of accumulated other comprehensive income/(loss) and the changes in the balances of each component of accumulated other comprehensive income/(loss), net of tax as applicable, for the nine-month periods ended September 28, 2025 and September 29, 2024:

Pension Items

4 unchanged sentences

Other comprehensive income before reclassifications 453,661 2,007 1,821 457,489

Amounts reclassified from accumulated other comprehensive income/(loss) to net income 51,747 1,447 ( 1,165 ) 52,029

Amounts reclassified from accumulated other comprehensive loss to net income 51,747 2,169 348 54,264

Other comprehensive income 505,408 4,176 2,169 511,753

Balance at June 29, 2025 $ 102,606 $ ( 87,134 ) $ 1,891 $ 17,363

Balance at September 28, 2025 $ 94,477 $ ( 86,437 ) $ 979 $ 9,019

Balance at December 31, 2023 $ ( 267,578 ) $ ( 99,627 ) $ 943 $ ( 366,262 )

Other comprehensive loss before reclassifications ( 20,387 ) ( 253 ) ( 1,499 ) ( 22,139 )

Amounts reclassified from accumulated other comprehensive income/(loss) to net income 2,913 2,303 ( 368 ) 4,848

Amounts reclassified from accumulated other comprehensive loss to net income 2,913 3,411 67 6,391

Other comprehensive (loss)/income ( 17,474 ) 3,158 ( 1,432 ) ( 15,748 )

Balance at June 30, 2024 $ ( 320,263 ) $ ( 97,505 ) $ ( 549 ) $ ( 418,317 )

Balance at September 29, 2024 $ ( 285,052 ) $ ( 96,469 ) $ ( 489 ) $ ( 382,010 )

SONOCO PRODUCTS COMPANY

1 unchanged sentence

(Dollars and shares in thousands except per share data)

The following table summarizes the effects on net income of significant amounts reclassified from each component of accumulated other comprehensive income/(loss) for the three- and six-month periods ended June 29, 2025 and June 30, 2024:

The following table summarizes the effects on net income of significant amounts reclassified from each component of accumulated other comprehensive income/(loss) for the three- and nine-month periods ended September 28, 2025 and September 29, 2024:

Amount Reclassified from Accumulated

Other Comprehensive Income/(Loss)

Three Months Ended Six Months Ended

Three Months Ended Nine Months Ended

Details about Accumulated Other

Comprehensive

Income/(Loss) Components June 29,

2025 June 30,

2024 June 29,

2025 June 30,

Income/(Loss) Components September 28,

2025 September 29,

2024 September 28,

2025 September 29,

2024 Affected Line Item in

5 unchanged sentences

Currency translation adjustment loss on Venezuela sale (a)

— — ( 3,792 ) — (Loss)/Gain on divestiture of business

— — ( 3,792 ) — Loss on divestiture of business

Currency translation adjustment loss on Protexic sale (a)

— ( 2,913 ) — ( 2,913 ) (Loss)/Gain on divestiture of business

— — — ( 2,913 ) Loss on divestiture of business

— — ( 51,747 ) ( 2,913 ) Net income

4 unchanged sentences

( 1,129 ) ( 86 ) ( 1,321 ) ( 225 ) Cost of sales

Commodity contracts (b)

( 175 ) ( 21 ) ( 175 ) ( 21 ) Cost of sales

( 2,033 ) ( 620 ) ( 458 ) ( 93 ) Income from continuing operations before income taxes

16 unchanged sentences

(Dollars and shares in thousands except per share data)

The following table summarizes the before and after tax amounts for the various components of other comprehensive income/(loss) for the three-month periods ended June 29, 2025 and June 30, 2024:

Three Months Ended June 29, 2025 Three Months Ended June 30, 2024

The following table summarizes the before- and after-tax amounts for the various components of other comprehensive income/(loss) for the three-month periods ended September 28, 2025 and September 29, 2024:

Three Months Ended September 28, 2025 Three Months Ended September 29, 2024

Benefit After Tax

2 unchanged sentences

Foreign currency items:

Net other comprehensive income/(loss) from foreign currency items $ 241,272 $ 48,446 $ 289,718 $ ( 35,280 ) $ ( 999 ) $ ( 36,279 )

Other comprehensive (loss)/income before reclassifications $ ( 4,025 ) $ ( 4,104 ) $ ( 8,129 ) $ 30,458 $ 4,753 $ 35,211

Amounts reclassified from accumulated other comprehensive income/(loss) to net income (a)

47,955 — 47,955 2,913 — 2,913

Net other comprehensive income/(loss) from foreign currency items 289,227 48,446 337,673 ( 32,367 ) ( 999 ) ( 33,366 )

Net other comprehensive (loss)/income from foreign currency items ( 4,025 ) ( 4,104 ) ( 8,129 ) 30,458 4,753 35,211

Defined benefit pension items:

Other comprehensive income/(loss) before reclassifications 3,025 ( 728 ) 2,297 671 80 751

Other comprehensive loss before reclassifications ( 34 ) 9 ( 25 ) ( 82 ) 10 ( 72 )

Amounts reclassified from accumulated other comprehensive income/(loss) to net income (b)

986 ( 264 ) 722 1,216 ( 108 ) 1,108

Net other comprehensive income/(loss) from defined benefit pension items

3,867 ( 932 ) 2,935 2,381 ( 302 ) 2,079

Net other comprehensive income from defined benefit pension items 952 ( 255 ) 697 1,134 ( 98 ) 1,036

Gains and losses on cash flow hedges:

Other comprehensive income/(loss) before reclassifications

2,528 ( 306 ) 2,222 ( 2,144 ) 502 ( 1,642 )

Other comprehensive loss before reclassifications ( 2,838 ) 413 ( 2,425 ) ( 465 ) 90 ( 375 )

Amounts reclassified from accumulated other comprehensive income/(loss) to net income (c)

2,033 ( 520 ) 1,513 620 ( 185 ) 435

Net other comprehensive income/(loss) from cash flow hedges 1,311 13 1,324 ( 2,310 ) 649 ( 1,661 )

Other comprehensive income/(loss) $ 294,405 $ 47,527 $ 341,932 $ ( 32,296 ) $ ( 652 ) $ ( 32,948 )

Net other comprehensive (loss)/income from cash flow hedges ( 805 ) ( 107 ) ( 912 ) 155 ( 95 ) 60

Other comprehensive (loss)/income $ ( 3,878 ) $ ( 4,466 ) $ ( 8,344 ) $ 31,747 $ 4,560 $ 36,307

(a) See Note 4 for additional details.

4 unchanged sentences

(Dollars and shares in thousands except per share data)

The following table summarizes the before and after tax amounts for the various components of other comprehensive income/(loss) for the six-month periods ended June 29, 2025 and June 30, 2024:

Six Months Ended June 29, 2025 Six Months Ended June 30, 2024

The following table summarizes the before- and after-tax amounts for the various components of other comprehensive income/(loss) for the nine-month periods ended September 28, 2025 and September 29, 2024:

Nine Months Ended September 28, 2025 Nine Months Ended September 29, 2024

Benefit After Tax

2 unchanged sentences

Foreign currency items:

Net other comprehensive income/(loss) from foreign currency items $ 403,100 $ 58,690 $ 461,790 $ ( 52,068 ) $ ( 3,530 ) $ ( 55,598 )

Other comprehensive income/(loss) before reclassifications $ 399,075 $ 54,586 $ 453,661 $ ( 21,610 ) $ 1,223 $ ( 20,387 )

Amounts reclassified from accumulated other comprehensive income/(loss) to net income (a)

5 unchanged sentences

2,884 ( 715 ) 2,169 4,156 ( 745 ) 3,411

Net other comprehensive (loss)/income from defined benefit pension items 4,577 ( 1,098 ) 3,479 2,735 ( 613 ) 2,122

Net other comprehensive income from defined benefit pension items 5,529 ( 1,353 ) 4,176 3,869 ( 711 ) 3,158

Gains and losses on cash flow hedges:

Other comprehensive (loss)/income before reclassifications 5,243 ( 997 ) $ 4,246 ( 1,608 ) 484 ( 1,124 )

Other comprehensive income/(loss) before reclassifications 2,405 ( 584 ) $ 1,821 ( 2,073 ) 574 ( 1,499 )

Amounts reclassified from accumulated other comprehensive income/(loss) to net income (c)

9 unchanged sentences

Goodwill and Other Intangible Assets

A summary of the changes in goodwill for the six-month period ended June 29, 2025 is as follows:

A summary of the changes in goodwill for the nine-month period ended September 28, 2025 is as follows:

Packaging Industrial Paper Packaging All Other Total

1 unchanged sentence

Divestitures — ( 2,043 ) — ( 2,043 )

Reclassified to assets held for sale — — ( 173,394 ) ( 173,394 )

Measurement period adjustments ( 53,699 ) — — ( 53,699 )

Foreign currency translation 157,421 21,844 ( 2,419 ) 176,846

Goodwill at June 29, 2025 $ 1,942,501 $ 506,808 $ 228,736 $ 2,678,045

Goodwill at September 28, 2025 $ 1,911,693 $ 506,437 $ 55,237 $ 2,473,367

Goodwill activity reflected under the caption “Measurement period adjustments” relates to the December 2024 acquisition of Eviosys.

1 unchanged sentence

See Note 4 for additional information.

As of September 28, 2025, the Company has reclassified $ 173,394 of goodwill related to ThermoSafe, part of the All Other group of businesses, to assets held for sale.

See Note 1 for additional information.

The Company assesses goodwill for impairment annually during the third quarter, or from time to time when warranted by the facts and circumstances surrounding individual reporting units or the Company as a whole.

The Company completed its most recent annual goodwill impairment testing during the third quarter of 2025 and analyzed certain qualitative and quantitative factors in determining whether a goodwill impairment existed.

The Company’s assessments reflected a number of significant management assumptions and estimates including the Company’s forecast of sales growth, gross profit margins, and discount rates.

The Company’s assessments reflected a number of significant management assumptions and estimates including the Company’s forecast of sales growth, EBITDA, and discount rates.

Changes in these assumptions could materially impact the Company’s conclusions.

Based on its assessments, the Company concluded that there was no impairment of goodwill for any of its reporting units.

Although no reporting units failed the annual impairment test, in management’s opinion, the goodwill balance of the Metal Packaging - US reporting unit is at risk of impairment in the near term if the reporting unit’s operations do not perform in line with management’s expectations, or if there is a negative change in the long-term financial outlook for the reporting unit or in other factors such as the discount rate.

The total goodwill associated with the Metal Packaging - US reporting unit was $ 384,315 at June 29, 2025.

During the time subsequent to the annual evaluation, and at June 29, 2025, the Company considered whether any events and/or changes in circumstances had resulted in the likelihood that the goodwill of any of its reporting units may have been impaired.

Although no reporting units failed the annual impairment test, in management’s opinion, the goodwill balances of t he Metal Packaging EMEA and Global Paper Products Asia Pacific (“APAC”) reporting units are at risk of impairment in the near term if the reporting unit’s operations do not perform in line with management’s expectations, or if there is a negative change in the long-term financial outlook for the reporting unit or in other factors such as the discount rate.

In the case of Metal Packaging EMEA, the lower differential between the fair value and carrying value of the reporting unit is due to the acquisition of Eviosys in December 2024, at which time the majority of assets and liabilities acquired were recorded at fair value.

In the annual goodwill impairment analysis completed during the third quarter of 2025, projected future cash flows for the Metal Packaging EMEA and Global Paper Products APAC reporting units were discounted at 12.0 % and 13.0 %, respectively, and their estimated fair values were determined to exceed their individual carrying values by approximately 3.1 % and 9.0 %, respectively.

Based on equal weighting of the income and market approaches and holding other valuation assumptions constant, the discount rates for the Metal Packaging EMEA and Global Paper Products APAC reporting units would have to increase to 12.7 % and 15.4 %, respectively, or projected EBITDA across all future periods would have to be reduced approximately 3.0 % and 8.4 %, respectively, in order for the estimated fair values of the reporting units to fall below carrying values.

At September 28, 2025, the total goodwill associated with the Metal Packaging EMEA and Global Paper Products APAC reporting unit was $ 1,361,339 and $ 26,721 , respectively.

During the time subsequent to the annual evaluation, and at September 28, 2025, the Company considered whether any events and/or changes in circumstances had resulted in the likelihood that the goodwill of any of its reporting units may have been impaired.

It is management’s opinion that no such events and/or changes in circumstances have occurred.

3 unchanged sentences

Other Intangible Assets

A summary of other intangible assets as of June 29, 2025 and December 31, 2024 is as follows:

A summary of other intangible assets as of September 28, 2025 and December 31, 2024 is as follows:

September 28,

2025 December 31,

14 unchanged sentences

Other Intangible Assets, net $ 2,721,123 $ 2,586,698

During the six-month period ended June 29, 2025, the Company recorded measurement period adjustments related to the December 2024 acquisition of Eviosys that increased the previously reported fair value of customer lists by $ 10,859 .

During the nine-month period ended September 28, 2025, the Company recorded measurement period adjustments related to the December 2024 acquisition of Eviosys that increased the previously reported fair value of customer lists by $ 42,379 .

The effect on amortization expense in the prior period was immaterial.

1 unchanged sentence

See Note 4 for additional information.

In conjunction with the pending sale of ThermoSafe, the Company reclassified intangible assets with a net book value of $ 9,430 to “Assets held for sale” at September 28, 2025.

The gross value of these intangible assets, which consisted primarily of customer lists and trade names, was $ 89,703 and the accumulated amortization was $( 80,273 ).

See Note 1 for additional information.

Other intangible assets are amortized using the straight-line method over their respective useful lives when management has determined that the straight-line method approximates the pattern of consumption of the respective intangible assets or in relation to the asset’s specific pattern of consumption if management has determined that the straight-line method does not provide a fair approximation of the consumption of benefits.

These lives generally range from three to forty years .

These lives generally range from three to twenty years .

The Company has no intangible assets with indefinite lives.

Aggregate amortization expense was $ 44,193 and $ 17,479 for the three-month periods ended June 29, 2025 and June 30, 2024, respectively, and $ 86,154 and $ 35,373 for the six-month periods ended June 29, 2025 and June 30, 2024, respectively.

Aggregate amortization expense was $ 49,034 and $ 17,624 for the three-month periods ended September 28, 2025 and September 29, 2024, respectively, and $ 135,188 and $ 52,997 for the nine-month periods ended September 28, 2025 and September 29, 2024, respectively.

Amortization expense on other intangible assets is expected to total approximately $ 181,300 in 2025, $ 179,600 in 2026, $ 178,900 in 2027, $ 178,600 in 2028 and $ 176,300 in 2029.

9 unchanged sentences

(Dollars and shares in thousands except per share data)

The following table sets forth the balance sheet location and values of the obligations under the Company’s SCF Programs at June 29, 2025 and December 31, 2024:

Balance Sheet Line Item June 29, 2025 December 31, 2024

The following table sets forth the balance sheet location and values of the obligations under the Company’s SCF Programs at September 28, 2025 and December 31, 2024:

Balance Sheet Line Item September 28, 2025 December 31, 2024

Payable to suppliers (a)

1 unchanged sentence

(a) The payment of these obligations is included in net cash provided by operating activities in the Company’s Condensed Consolidated Statements of Cash Flows.

Details of the Company’s debt at June 29, 2025 and December 31, 2024 are as follows:

Details of the Company’s debt at September 28, 2025 and December 31, 2024 are as follows:

September 28,

2025 December 31, 2024

24 unchanged sentences

Long-term debt $ 3,787,680 $ 4,985,496

Included in “Other foreign denominated debt” at June 29, 2025 and December 31, 2024 are $ 4,597 and $ 73,487 , respectively, of transfers of certain trade receivables of Eviosys to third-party financial institutions for which the requirements to be accounted for as true sale in accordance with the guidance under ASC 860, “Transfers and Servicing,” were not met.

Additions to and settlements of these obligations are reflected as “Proceeds from issuance of debt” and “Principal repayment of debt,” respectively, in “Net c ash used by fi nancing activities” in the Company’s Condensed Consolidated Statements of Cash Flows.

On February 3, 2025, the Company repaid the $ 400,000 aggregate principal amount of its 1.800 % notes due February 2025 upon maturity using proceeds from the issuance of commercial paper.

On April 3, 2025, the Company repaid the outstanding $ 1,500,000 principal amount of borrowings under its 364 -day term loan facility using a portion of the cash proceeds from the sale of TFP.

The Company maintains a revolving credit facility with total commitments of $ 1,250,000 and a maturity date of May 3, 2029.

The Company’s $ 1,250,000 commercial paper program is supported by the revolving credit facility.

At June 29, 2025 , the Company had $ 354,600 in commercial paper balances outstanding;

accordingly, the committed capacity available for drawdown under its revolving credit facility at June 29, 2025 was $ 895,400 .

The outstanding $ 700,000 principal amount of borrowings under the term loan due December 2026 will become payable upon completion of the ThermoSafe divestiture.

Accordingly, the net obligation of $ 699,059 has been classified as “Notes payable and current portion of long-term debt” in the Company’s Condensed Consolidated Balance Sheet at September 28, 2025.

Included in “Other foreign denominated debt” at September 28, 2025 and December 31, 2024 are $ 235 and $ 73,487 , respectively, of transfers of certain trade receivables of Eviosys to third-party financial institutions for which the requirements to be accounted for as true sale in accordance with the guidance under ASC 860, “Transfers and Servicing,” were not met.

Additions to and settlements of these obligations are reflected as “ Proceeds from issuance of debt ” and “ Principal repayment of debt ,” respectively, in “ Net cash (used)/provided by financing activities ” in the Company’s Condensed Consolidated Statements of Cash Flows.

SONOCO PRODUCTS COMPANY

1 unchanged sentence

(Dollars and shares in thousands except per share data)

The Company maintains a revolving credit facility with total commitments of $ 1,250,000 and a maturity date of May 3, 2029.

The Company’s $ 1,250,000 commercial paper program is supported by the revolving credit facility.

At September 28, 2025 , the Company had $ 90,000 in commercial paper balances outstanding;

accordingly, the committed capacity available for drawdown under its revolving credit facility at September 28, 2025 was $ 1,160,000 .

Certain of the Company’s debt agreements impose restrictions with respect to the maintenance of financial ratios and the disposition of assets.

The most restrictive covenants currently require the Company to maintain a minimum level of interest coverage and a minimum level of net worth, as defined in the agreements.

As of June 29, 2025, the Company’s interest coverage and net worth were substantially above the minimum levels required under these covenants.

As of September 28, 2025, the Company’s interest coverage and net worth were substantially above the minimum levels required under these covenants.

Financial Instruments and Derivatives

The following table sets forth the carrying amounts and fair values of the Company’s significant financial instruments for which the carrying amount differs from the fair value.

June 29, 2025 December 31, 2024

September 28, 2025 December 31, 2024

Value Carrying

3 unchanged sentences

Cash Flow Hedges

At June 29, 2025 and December 31, 2024, the Company had derivative financial instruments outstanding to hedge anticipated transactions and certain asset and liability related cash flows.

These contracts, w hich have maturities ranging from July 2025 to December 2025, qualify as cash flow hedges under GAAP.

At September 28, 2025 and December 31, 2024, the Company had derivative financial instruments outstanding to hedge anticipated transactions and certain asset and liability related cash flows.

These contracts, w hich have maturities ranging from October 2025 to September 2027, qualify as cash flow hedges under GAAP.

For derivative instruments that are designated and qualify as a cash flow hedge, the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item.

2 unchanged sentences

Certain derivative contracts entered into to manage the cost of anticipated purchases of natural gas and aluminum have been designated by the Company as cash flow hedges.

At June 29, 2025, there were no designated natural gas swaps covering anticipated natural gas usage in 2025.

At September 28, 2025, there were no designated natural gas swaps covering anticipated natural gas usage in 2025.

The Company has designated swap contracts covering 6,916 metric tons of aluminum as cash flow hedges.

These contracts represented approximately 63.6 % of anticipated aluminum usage for 2025.

The fair value of the Company’s commodity cash flow hedges netted to a loss position of $( 258 ) and a gain position of $ 652 at June 29, 2025 and December 31, 2024, respectively.

The amount of the loss included in accumulated other comprehensive income at June 29, 2025 expected to be reclassified to the income statement during the next twelve months is $( 258 ).

The fair value of the Company’s commodity cash flow hedges netted to a gain position of $ 358 and a gain position of $ 652 at September 28, 2025 and December 31, 2024, respectively.

The amount of the gain included in accumulated other comprehensive income at September 28, 2025 expected to be reclassified to the income statement during the next twelve months is $ 288 .

The Company also has certain natural gas derivatives contracts that are not designated as cash flow hedges.

4 unchanged sentences

Foreign Currency Cash Flow Hedges

The Company has entered into forward contracts to hedge certain anticipated foreign currency denominated sales and purchases expected to occur in 2025.

The net positions of these contracts at June 29, 2025 were as follows (in thousands):

The Company has entered into forward contracts to hedge certain anticipated foreign currency denominated sales and purchases expected to occur from October 2025 to January 2027.

The net positions of these contracts at September 28, 2025 were as follows (in thousands):

Currency Action Quantity

11 unchanged sentences

Euro Contracts

Euro purchase 23,511

British pound sell ( 722 )

USD sell ( 2,588 )

Hungarian forint sell ( 2,556,665 )

The fair value of foreign currency cash flow hedges related to forecasted sales and purchases netted to a gain position of $ 1,171 and a loss position of $( 1,841 ) at June 29, 2025 and December 31, 2024, respectively.

Hungarian forint purchase 1,236,677

Polish zloty purchase 49,379

British pound purchase 5,326

purchase 2,274

USD purchase 1,590

The fair value of foreign currency cash flow hedges related to forecasted sales and purchases netted to a gain position of $ 1,354 and a loss position of $( 1,841 ) at September 28, 2025 and December 31, 2024, respectively.

Gains of $ 1,352 are expected to be reclassified from accumulated other comprehensive income to the income statement during the next twelve months.

10 unchanged sentences

and European interest rates, the Company terminated its swap agreements and received a net cash settlement of $ 9,068 .

The foreign currency translation gain of approximately $ 3,143 , net of tax, is included as a component of “Accumulated other comprehensive loss.”

The foreign currency translation gain of approximately $ 3,143 , net of tax, is included as a component of “Accumulated other comprehensive income/(loss).”

Following the unwind of the swaps, in April 2024 the Company entered into new cross-currency swap agreements with a total notional amount of $ 500,000 , maturing on May 1, 2027, to effectively convert a portion of the Company’s fixed-rate U.S.

3 unchanged sentences

dollar-denominated debt, including the semi-annual interest payments, to fixed-rate euro-denominated debt at the prevailing market rate at execution.

On June 30, 2025, subsequent to the end of the second quarter, the Company entered into additional cross-currency swap agreements with a total notional amount of $ 285,000 , maturing on February 1, 2027.

On June 30, 2025, the Company entered into additional cross-currency swap agreements with a total notional amount of $ 285,000 , maturing on February 1, 2027.

The swaps effectively convert a portion of the Company’s fixed-rate U.S.

1 unchanged sentence

All of the Company’s cross-currency swap agreements are designated as net investment hedges for accounting purposes and have the risk management objective of managing foreign currency risk relating to net investments in certain European subsidiaries denominated in euros.

The gain or loss on the net investment hedge derivative instruments is included in the “Foreign currency translation” component of “Accumulated other comprehensive loss” until the net investment is sold, diluted, or liquidated.

Net interest receivables for the cross-currency swaps totaling $ 9,088 and $ 18,080 for the three and six months ended June 29, 2025 are excluded from the net investment hedge effectiveness assessment and are recorded in “Interest expense” in the Company’s Condensed Consolidated Statements of Income.

The gain or loss on the net investment hedge derivative instruments is included in the “Foreign currency translation” component of “Accumulated other comprehensive income/(loss)” until the net investment is sold, diluted, or liquidated.

Net interest income on the cross-currency swaps totaling $ 9,015 and $ 27,095 for the three- and nine-month periods ended September 28, 2025 are excluded from the net investment hedge effectiveness assessment and are recorded in “Interest expense” in the Company’s Condensed Consolidated Statements of Income.

The assumptions used in measuring fair value of the cross-currency swaps are considered level 2 inputs, which are based upon the Euro-to-U.S.

dollar exchange rate market.

The fair value of the Company’s net investment hedges was a loss position of $( 218,240 ) and a gain position of $ 11,919 at June 29, 2025 and December 31, 2024, respectively.

A foreign currency translation loss of $( 162,589 ) (net of income taxes of $ 55,651 ) and a gain of $ 8,880 (net of income taxes of $ 3,039 ) were reported as components of “Accumulated other comprehensive income/(loss)” within “Foreign currency items” at June 29, 2025 and December 31, 2024, respectively.

The fair value of the Company’s net investment hedges was a loss position of $( 202,145 ) and a gain position of $ 11,919 at September 28, 2025 and December 31, 2024, respectively.

A foreign currency translation loss of $( 150,598 ) (net of income taxes of $ 51,547 ) and a gain of $ 8,880 (net of income taxes of $ 3,039 ) were reported as components of “Accumulated other comprehensive income/(loss)” within “Foreign currency items” at September 28, 2025 and December 31, 2024, respectively.

Non-Designated Derivatives

6 unchanged sentences

The Company routinely enters into forward contracts or swaps to economically hedge the currency exposure of intercompany debt and foreign currency denominated receivables and payables.

The net currency positions of these non-designated contracts at June 29, 2025, were as follows (in thousands):

The net currency positions of these non-designated contracts at September 28, 2025, were as follows (in thousands):

Currency Action Quantity

1 unchanged sentence

Colombian peso purchase 66,638,516

Mexican peso purchase 290,402

Indonesian rupiah purchase 6,386,142

Thai baht sell ( 20,283 )

Euro sell ( 11 )

Canadian dollar purchase 4,212

Mexican peso purchase 300,958

Turkish lira purchase 15,549

Canadian dollar purchase 2,322

Euro sell ( 9 )

British pound sell ( 48 )

Czech koruna sell ( 28,535 )

Thai baht sell ( 33,503 )

Euro Contracts

Hungarian forint purchase 426,973

Moroccan Dirham

USD sell ( 1,918 )

British pound sell ( 10,322 )

3 unchanged sentences

The Company has entered into non-designated derivative contracts to manage the cost of a nticipated purchases of natural gas.

At June 29, 2025, these contracts consisted of natural gas swaps covering approximately 3.9 million metric million British thermal units (“MMBTUs”) and represented approximately 89.6 % of anticipated usage in North America for the remainder of 2025.

At September 28, 2025, these contracts consisted of natural gas swaps covering approximately 3.5 million metric million British thermal units (“MMBTUs”) and represented approximately 87.7 % of anticipated usage in North America for the remainder of 2025.

SONOCO PRODUCTS COMPANY

1 unchanged sentence

(Dollars and shares in thousands except per share data)

The fair value of the Company’s non-designated deriva tives position was a gain of $ 4,342 and a loss of $( 2,694 ) at June 29, 2025 and December 31, 2024, respectively.

The following table sets forth the location and fair values of the Company’s derivative instruments at June 29, 2025 and December 31, 2024:

Description Balance Sheet Location June 29, 2025 December 31, 2024

Interest Rate Hedges

On August 29, 2024, in anticipation of the registered public offering of $ 1,800,000 aggregate principal amount of senior unsecured notes of the Company (the “Notes”), the Company entered into treasury lock derivative instruments with eleven banks, with a total notional principal amount of $ 900,000 .

These instruments had the risk management objective of reducing the Company’s exposure to increases in the underlying Treasury index up to the date of pricing of the Notes.

The derivatives were settled when the Notes priced on September 17, 2024, with the Company recognizing a loss on the settlement of $( 11,088 ).

The loss is included in “Interest expense” in the Company’s Condensed Consolidated Statements of Income for the year ended December 31, 2024.

The fair value of the Company’s non-designated deriva tives position was a gain of $ 121 and a loss of $( 2,694 ) at September 28, 2025 and December 31, 2024, respectively.

The following table sets forth the location and fair values of the Company’s derivative instruments at September 28, 2025 and December 31, 2024:

Description Balance Sheet Location September 28, 2025 December 31, 2024

Derivatives designated as hedging instruments:

Commodity Contracts Prepaid expenses $ 539 $ 671

Commodity Contracts Accrued expenses and other ( 1,569 ) ( 19 )

Commodity Contracts Other Assets 70 —

Commodity Contracts Accrued expenses and other payables ( 251 ) ( 19 )

Foreign Exchange Contracts Prepaid expenses 3,294 2,068

Foreign Exchange Contracts Accrued expenses and other ( 1,963 ) ( 3,909 )

Foreign Exchange Contracts Other Assets 2 —

Foreign Exchange Contracts Accrued expenses and other payables ( 1,942 ) ( 3,909 )

Net investment hedge Prepaid expenses 18,953 26,833

Net investment hedge Other Assets — 1,845

Net investment hedge Accrued expenses and other payables ( 56,713 ) —

Net investment hedge Other Liabilities ( 164,385 ) ( 16,759 )

2 unchanged sentences

Commodity Contracts Other Assets 144 —

Commodity Contracts Accrued expenses and other ( 216 ) ( 574 )

Commodity Contracts Accrued expenses and other payables ( 1,104 ) ( 574 )

Commodity Contracts Other Liabilities ( 34 ) —

Foreign Exchange Contracts Prepaid expenses 1,669 ( 59 )

Foreign Exchange Contracts Accrued expenses and other ( 236 ) ( 3,022 )

Foreign Exchange Contracts Accrued expenses and other payables ( 753 ) ( 3,022 )

While certain of the Company’s derivative contract arrangements with its counterparties provide for the ability to settle contracts on a net basis, the Company reports its derivative positions on a gross basis.

3 unchanged sentences

(Dollars and shares in thousands except per share data)

The following tables set forth the effect of the Company’s derivative instruments on financial performance for the three-month periods ended June 29, 2025 and June 30, 2024, excluding the amount of foreign currency cash flow hedges that were reclassified from accumulated other comprehensive income/(loss) to the carrying value of the capitalized expenditures:

The following tables set forth the effect of the Company’s derivative instruments on financial performance for the three-month periods ended September 28, 2025 and September 29, 2024, excluding the amount of foreign currency cash flow hedges that were reclassified from accumulated other comprehensive income/(loss) to the carrying value of the capitalized expenditures:

Description Amount of Gain or

8 unchanged sentences

Derivatives in Cash Flow Hedging Relationships:

Three-month period ended June 29, 2025

Three-month period ended September 28, 2025

Foreign Exchange Contracts $ ( 3,279 ) Net sales $ ( 729 )

1 unchanged sentence

Commodity Contracts 441 Cost of sales ( 175 )

Three-month period ended June 30, 2024

Three-month period ended September 29, 2024

Foreign Exchange Contracts $ ( 444 ) Net sales $ ( 513 )

5 unchanged sentences

Derivatives not Designated as Hedging Instruments:

Three-month period ended June 29, 2025

Three-month period ended September 28, 2025

Commodity Contracts $ ( 2,597 ) Cost of sales

Foreign Exchange Contracts ( 1,065 ) Selling, general and administrative

Three-month period ended June 30, 2024

Three-month period ended September 29, 2024

Commodity Contracts $ ( 1,377 ) Cost of sales

Foreign Exchange Contracts ( 1,573 ) Selling, general and administrative

Three-month period ended June 29, 2025 Three-month period ended June 30, 2024

Three-month period ended September 28, 2025 Three-month period ended September 29, 2024

Description Revenue Cost of sales Revenue Cost of sales

5 unchanged sentences

Amount of gain reclassified from accumulated other comprehensive income/(loss) into net income

$ — $ ( 175 ) $ — $ ( 21 )

SONOCO PRODUCTS COMPANY

1 unchanged sentence

(Dollars and shares in thousands except per share data)

The following tables set forth the effect of the Company’s derivative instruments on financial performance for the six-month periods ended June 29, 2025 and June 30, 2024, excluding the amount of foreign currency cash flow hedges that were reclassified from accumulated other comprehensive income/(loss) to the carrying value of the capitalized expenditures:

The following tables set forth the effect of the Company’s derivative instruments on financial performance for the nine-month periods ended September 28, 2025 and September 29, 2024, excluding the amount of foreign currency cash flow hedges that were reclassified from accumulated other comprehensive income/(loss) to the carrying value of the capitalized expenditures:

Description Amount of Gain or

8 unchanged sentences

Derivatives in Cash Flow Hedging Relationships:

Six-month period ended June 29, 2025

Nine-month period ended September 28, 2025

Foreign Exchange Contracts $ 2,874 Net sales $ 1,038

1 unchanged sentence

Commodity Contracts ( 469 ) Cost of sales ( 175 )

Six-month period ended June 30, 2024

Nine-month period ended September 29, 2024

Foreign Exchange Contracts $ ( 2,094 ) Net sales $ 153

5 unchanged sentences

Derivatives not Designated as Hedging Instruments:

Six-month period ended June 29, 2025

Nine-month period ended September 28, 2025

Commodity Contracts $ ( 1,149 ) Cost of sales

Foreign Exchange Contracts 6,046 Selling, general and administrative

Six-month period ended June 30, 2024

Nine-month period ended September 29, 2024

Commodity Contracts $ ( 3,465 ) Cost of sales

Foreign Exchange Contracts ( 4,039 ) Selling, general and administrative

Six-month period ended June 29, 2025 Six-month period ended June 30, 2024

Nine-month period ended September 28, 2025 Nine-month period ended September 29, 2024

Description Revenue Cost of

18 unchanged sentences

The following table sets forth information regarding the Company’s financial assets and financial liabilities, excluding retirement and postretirement plan assets, measured at fair value on a recurring basis:

Description June 29, 2025 Assets measured

Description September 28, 2025 Assets measured

at NAV Level 1 Level 2 Level 3

18 unchanged sentences

None of the Company’s financial assets or liabilities are measured at fair value using significant unobservable inputs.

There were no transfers in or out of Level 1 or Level 2 fair value measurements during the six-month period ended June 29, 2025.

There were no transfers in or out of Level 1 or Level 2 fair value measurements during the nine-month period ended September 28, 2025.

The Company has an investment in the preferred stock of a nonaffiliated private company.

1 unchanged sentence

Observable price changes would consist of Lev el 2 inputs based on privately negotiated transactions with the nonaffiliated company.

The total investment in p referred stock of $ 21,212 is included in “Other assets” in the Company’s Condensed Consolidated Balance Sheet as of June 29, 2025.

The total investment in p referred stock of $ 21,212 is included in “Other Assets” in the Company’s Condensed Consolidated Balance Sheet as of September 28, 2025.

SONOCO PRODUCTS COMPANY

3 unchanged sentences

See Note 4 for a discussion of assets acquired and liabilities assumed in acquisitions and sold in dispositions, and Note 6 for a discussion of asset impairments associated with restructuring activities.

The fair value of assets determined based on third-party appraisals and classified as Level 3 measurements due to the use of significant unobservable inputs was not material at June 29, 2025 or December 31, 2024.

The fair value of assets determined based on third-party appraisals and classified as Level 3 measurements due to the use of significant unobservable inputs was not material at September 28, 2025 or December 31, 2024.

Employee Benefit Plans

4 unchanged sentences

The components of net periodic benefit cost/(income) include the following:

Three Months Ended Six Months Ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Retirement Plans

14 unchanged sentences

Settlement Charges

The Company recognized settlement ch arges of $ 511 during the six-month period ended June 30, 2024.

The Company recognized settlement ch arges of $ 18 and $ 529 during the three- and nine-month periods ended September 29, 2024, respectively.

These charges resulted from payments made to certain participants in the Company’s non-union Canadian pension plan who elected a lump sum distribution option upon retirement.

Contributions

The Company made aggregate contributions of $ 10,458 and $ 9,125 to its defined benefit retirement and retiree health and life insurance plans during the six-month periods ended June 29, 2025 and June 30, 2024, respectively.

The Company made aggregate contributions of $ 16,734 and $ 14,680 to its defined benefit retirement and retiree health and life insurance plans during the nine-month periods ended September 28, 2025 and September 29, 2024, respectively.

The Company expects to make additional aggregate contributions of approximately $ 6,200 to its defined benefit retirement and retiree health and life insurance plans over the remainder of 2025.

2 unchanged sentences

(Dollars and shares in thousands except per share data)

The Company’s effective tax rates for the three- and six-month periods ended June 29, 2025 were 37.3 % and 34.8 %, respectively, and its effective tax rates for the three- and six-month periods ended June 30, 2024 were 23.3 % and 21.6 %, respectively.

The Company’s effective tax rates for the three- and nine-month periods ended September 28, 2025 were 6.0 % and 22.6 %, respectively, and its effective tax rates for the three- and nine-month periods ended September 29, 2024 were 35.2 % and 25.4 %, respectively.

The Company’s effective tax rates varied from the U.S.

statutory rate due primarily to rate differences between U.S.

jurisdictions and the relative amounts earned in those jurisdictions, state income taxes, and discrete tax adjustments that were not consistent year over year.

jurisdictions and the relative amounts earned in those jurisdictions, state income taxes, and discrete tax adjustments that were not consistent year over year, including the recording of a deferred tax benefit on the outside basis difference related to the ThermoSafe business being classified as held for sale.

The Company and/or its subsidiaries file federal, state and local income tax returns in the United States and various foreign jurisdictions.

With few exceptions, the Company is no longer subject to income tax examinations by tax authorities for years prior to 2019.

The Company’s reserve for uncertain tax benefits increased by $ 100 from December 31, 2024 to June 29, 2025 due primarily to an increase in reserves related to existing tax positions.

The Company’s reserve for uncertain tax benefits increased by $ 700 from December 31, 2024 to September 28, 2025 due primarily to an increase in reserves related to existing tax positions.

Although the Company’s estimate for the potential outcome for any uncertain tax issue is highly judgmental, management believes that any reasonably foreseeable outcomes related to these matters have been adequately provided for.

10 unchanged sentences

The Company further utilizes a portfolio approach by assigning a “short” rate to contracts with lease terms of 10 years or less and a “long” rate for contracts greater than 10 years.

The Company completed the divestiture of Protexic on April 1, 2024.

The divestiture included operating lease assets of $ 21,989 and operating lease liabilities of $ 22,396 .

The Company entered into a definitive agreement to sell ThermoSafe on September 7, 2025.

As a result of the planned divestiture, operating and finance lease assets of $ 20,825 and $ 2,743 , respectively, were reclassified to “Assets held for sale” on the Condensed Consolidated Balance Sheets as of September 28, 2025.

In addition, current operating and finance lease liabilities of $ 4,166 and $ 445 , respectively, and non-current operating and finance lease liabilities of $ 16,916 and $ 2,475 , respectively, were reclassified to “Liabilities held for sale” on the Company’s Condensed Consolidated Balance Sheets at September 28, 2025.

For additional information about the pending divestiture of ThermoSafe, see Note 1.

The Company completed the Eviosys acquisition on December 4, 2024.

The acquisition included operating lease liabilities of $ 42,468 with a weighted-average remaining lease maturity term of 8.1 years and a weighted-average discount rate of 4.5 %.

The Company completed the divestiture of Protexic on April 1, 2024.

The divestiture included operating lease assets of $ 21,989 and operating lease liabilities of $ 22,396 .

For additional information about the Company’s acquisitions and divestitures, see Note 4.

The following table sets forth the balance sheet location and aggregate values of the Company’s lease assets and lease liabilities at June 29, 2025 and December 31, 2024:

SONOCO PRODUCTS COMPANY

1 unchanged sentence

(Dollars and shares in thousands except per share data)

Classification Balance Sheet Location June 29, 2025 December 31, 2024

The following table sets forth the balance sheet location and aggregate values of the Company’s lease assets and lease liabilities at September 28, 2025 and December 31, 2024:

Classification Balance Sheet Location September 28, 2025 December 31, 2024

Operating lease assets Right of Use Asset-Operating Leases $ 288,491 $ 307,688

2 unchanged sentences

Lease Liabilities

Current operating lease liabilities Accrued expenses and other $ 56,851 $ 52,648

Current operating lease liabilities Accrued expenses and other payables $ 52,139 $ 52,648

Current finance lease liabilities Notes payable and current portion of long-term debt 23,294 22,284

8 unchanged sentences

Because the right of use assets recorded on the balance sheet were determined based upon factors considered at the commencement date of the leases, subsequent changes in the rate or index that were not contemplated in the right of use asset balances recorded on the balance sheet for certain leases with rate or index-related terms result in variable expenses being incurred when paid during the lease term.

The following table sets forth the components of the Company’s total lease cost for the three- and six-month periods ended June 29, 2025 and June 30, 2024:

Three Months Ended Six Months Ended

Lease Cost June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

The following table sets forth the components of the Company’s total lease cost for the three- and nine-month periods ended September 28, 2025 and September 29, 2024:

Three Months Ended Nine Months Ended

Lease Cost September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Operating lease cost (a) $ 15,787 $ 11,962 $ 47,611 $ 36,245

13 unchanged sentences

(Dollars and shares in thousands except per share data)

The following table sets forth certain lease-related information for the six-month periods ended June 29, 2025 and June 30, 2024:

Six Months Ended

June 29, 2025 June 30, 2024

The following table sets forth certain lease-related information for the nine-month periods ended September 28, 2025 and September 29, 2024:

Nine Months Ended

September 28, 2025 September 29, 2024

Cash paid for amounts included in the measurement of lease liabilities:

21 unchanged sentences

These rebates are recorded as reductions of revenue and are accrued using sales data and rebate percentages specific to each customer agreement.

Accrued customer rebates are included in “Accrued expenses and other” in the Company’s Condensed Consolidated Balance Sheets.

Accrued customer rebates are included in “Accrued expenses and other payables” in the Company’s Condensed Consolidated Balance Sheets.

Payment terms under the Company’s sales arrangements are short term, generally no longer than 120 days.

2 unchanged sentences

The following table sets forth the effects of contract assets and liabilities from contracts with customers.

Contract assets and liabilities are reported in “Other receivables” and “Accrued expenses and other,” respectively, in the Company’s Condensed Consolidated Balance Sheets.

June 29, 2025 December 31, 2024

Contract assets and liabilities are reported in “Other receivables” and “Accrued expenses and other payables,” respectively, in the Company’s Condensed Consolidated Balance Sheets.

September 28, 2025 December 31, 2024

Contract Assets $ 86,069 $ 67,062

3 unchanged sentences

(Dollars and shares in thousands except per share data)

Significant changes in the contract assets and liabilities balances during the six-month period ended June 29, 2025 and the year ended December 31, 2024 were as follows:

June 29, 2025 December 31, 2024

Significant changes in the contract assets and liabilities balances during the nine-month period ended September 28, 2025 and the year ended December 31, 2024 were as follows:

September 28, 2025 December 31, 2024

Asset Contract

8 unchanged sentences

Transferred to receivables from contract assets recognized at the beginning of the period and acquired as part of business combination ( 66,999 ) — ( 77,193 ) —

Reclassified to assets/liabilities held for sale ( 63 ) 569 — —

Ending Balance $ 86,069 $ ( 53,323 ) $ 67,062 $ ( 60,024 )

Contract assets represent goods produced without alternative use for which the Company is entitled to payment with margin prior to shipment.

Upon shipment, the Company is entitled to bill the customer, and therefore amounts included in contract assets will be reduced with the recording of an account receivable as they represent an unconditional right to payment.

Upon shipment, the Company is entitled to bill the customer.

Therefore, amounts included in contract assets will be reduced with the recording of an account receivable as they represent an unconditional right to payment.

Contract liabilities represent revenue deferred due to pricing mechanisms utilized by the Company in certain multi-year arrangements, volume rebates, and receipts of advance payments.

1 unchanged sentence

Contract assets and liabilities are generally short in duration given the nature of products produced by the Company.

The following tables set forth information about revenue disaggregated by primary geographic regions for the three-month periods ended June 29, 2025 and June 30, 2024.

The following tables set forth information about revenue disaggregated by primary geographic regions for the three-month periods ended September 28, 2025 and September 29, 2024.

The tables also include a reconciliation of disaggregated revenue with reportable segments.

The Company’s reportable segments are aligned by product nature as disclosed in Note 17 .

Three-month period ended June 29, 2025 Consumer Packaging Industrial Paper Packaging All Other Total

Three-month period ended September 28, 2025 Consumer Packaging Industrial Paper Packaging All Other Total

Primary Geographical Markets:

United States $ 508,058 $ 374,048 $ 91,550 $ 973,656

Europe, Middle East and Africa (EMEA) 707,327 95,032 15,350 817,709

EMEA 873,751 89,990 15,166 978,907

Canada 4,579 19,687 — 24,266

Asia Pacific 23,675 36,582 345 60,602

APAC 23,768 38,778 368 62,914

Other 28,090 62,466 809 91,365

3 unchanged sentences

(Dollars and shares in thousands except per share data)

Three-month period ended June 30, 2024 Consumer Packaging Industrial Paper Packaging All Other Total

Three-month period ended September 29, 2024 Consumer Packaging Industrial Paper Packaging All Other Total

Primary Geographical Markets:

2 unchanged sentences

Canada 3,968 22,969 — 26,937

Asia Pacific 23,290 53,937 359 77,586

APAC 24,221 55,888 572 80,681

Other 22,729 59,595 266 82,590

Total $ 662,297 $ 585,082 $ 107,273 $ 1,354,652

The following tables set forth information about revenue disaggregated by primary geographic regions for the six-month periods ended June 29, 2025 and June 30, 2024.

The following tables set forth information about revenue disaggregated by primary geographic regions for the nine-month periods ended September 28, 2025 and September 29, 2024.

The tables also include a reconciliation of disaggregated revenue with reportable segments.

Six-month period ended June 29, 2025 Consumer Packaging Industrial Paper Packaging All Other Total

Nine-month period ended September 28, 2025 Consumer Packaging Industrial Paper Packaging All Other Total

Primary Geographical Markets:

2 unchanged sentences

Canada 12,849 64,433 — 77,282

Asia Pacific 48,314 72,419 596 121,329

APAC 72,082 111,196 965 184,243

Other 75,601 179,184 1,792 256,577

Total $ 3,731,872 $ 1,730,917 $ 287,988 $ 5,750,777

Six-month period ended June 30, 2024 Consumer Packaging Industrial Paper Packaging All Other Total

Nine-month period ended September 29, 2024 Consumer Packaging Industrial Paper Packaging All Other Total

Primary Geographical Markets:

2 unchanged sentences

Canada 12,491 73,155 — 85,646

Asia Pacific 47,754 110,886 712 159,352

APAC 71,975 166,774 1,284 240,033

Other 72,411 180,644 10,122 263,177

26 unchanged sentences

SEGMENT FINANCIAL INFORMATION

Three-month period ended June 29, 2025 Consumer Packaging Industrial Paper Packaging Total Reportable Segments

Three-month period ended September 28, 2025 Consumer Packaging Industrial Paper Packaging Total Reportable Segments

Sales from external customers $ 1,438,246 $ 584,969 $ 2,023,215

18 unchanged sentences

(Dollars and shares in thousands except per share data)

SONOCO PRODUCTS COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

Three-month period ended June 30, 2024 Consumer Packaging Industrial Paper Packaging Total Reportable Segments

Three-month period ended September 29, 2024 Consumer Packaging Industrial Paper Packaging Total Reportable Segments

Sales from external customers $ 662,297 $ 585,082 $ 1,247,379

15 unchanged sentences

25,576 28,989

Six-month period ended June 29, 2025 Consumer Packaging Industrial Paper Packaging Total Reportable Segments

Nine-month period ended September 28, 2025 Consumer Packaging Industrial Paper Packaging Total Reportable Segments

Sales from external customers $ 3,731,872 $ 1,730,917 $ 5,462,789

9 unchanged sentences

Other segment items (5)

( 235,413 ) ( 276,282 )

Segment operating profit $ 510,109 $ 242,212 $ 752,321

6 unchanged sentences

(Dollars and shares in thousands except per share data)

Six-month period ended June 30, 2024 Consumer Packaging Industrial Paper Packaging Total Reportable Segments

Nine-month period ended September 29, 2024 Consumer Packaging Industrial Paper Packaging Total Reportable Segments

Sales from external customers $ 1,827,018 $ 1,778,912 $ 3,605,930

9 unchanged sentences

Other segment items (5)

( 139,763 ) ( 276,199 )

Segment operating profit $ 228,618 $ 203,008 $ 431,626

17 unchanged sentences

The following table sets forth the reconciliation of segment operating profit to “Income from continuing operations before income taxes” for the periods presented.

Three Months Ended Six Months Ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Segment operating profit $ 298,842 $ 166,501 $ 752,321 $ 431,626

4 unchanged sentences

Amortization of acquisition intangibles ( 49,034 ) ( 17,624 ) ( 135,188 ) ( 52,997 )

(Loss)/Gain from divestiture of business ( 2,083 ) 4,478 ( 6,266 ) 4,478

Loss on divestiture of business ( 3,031 ) ( 31,770 ) ( 9,297 ) ( 27,292 )

Acquisition, integration and divestiture-related costs ( 9,318 ) ( 15,605 ) ( 47,745 ) ( 43,201 )

1 unchanged sentence

Derivative (losses)/gains ( 2,035 ) 210 ( 1,240 ) 3,981

Other corporate costs (2)

Other corporate costs, net (2)

( 8,804 ) ( 10,368 ) ( 27,657 ) ( 34,091 )

1 unchanged sentence

( 1,568 ) 263 ( 3,562 ) ( 1,040 )

Other (expenses)/income, net (4)

Other (expense)/income, net (4)

( 7,541 ) — ( 20,617 ) 5,867

4 unchanged sentences

Operating profit from segments below the quantitative threshold are attributable to the group of businesses within All Other.

Other corporate costs represent recurring operating expenses previously allocated to TFP that will remain with Sonoco subsequent to the divestiture.

Other corporate costs represent recurring operating expenses previously allocated to TFP that will remain with Sonoco subsequent to the divestiture, net of income earned under a transition services agreement with Toppan.

Primarily consists of highly inflationary accounting in Turkey and other miscellaneous charges in both 2025 and 2024.

In 2025, these expenses relate to charges from third-party financial institutions related to the Company’s centralized treasury program under which the Company sells certain trade accounts receivables in order to accelerate its cash collection cycle, primarily within the Consumer Packaging segment.

In 2025, these expenses relate to charges from third-party financial institutions related to the Company’s centralized treasury program under which the Company sells certain trade accounts receivable in order to accelerate its cash collection cycle, primarily within the Consumer Packaging segment.

In 2024, the income related primarily to the fair value remeasurement of an equity investment.

3 unchanged sentences

The following table sets forth the reconciliation of other segment disclosures to consolidated totals for the periods presented.

Three Months Ended Six Months Ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Equity in earnings of affiliates, net of tax

18 unchanged sentences

In connection with its acquisition of Tegrant in November 2011, the Co mpany identified potential environmental contamination at a site in Spartanburg, South Carolina.

At December 31, 2024, the Company’s accrual for environmental contingencies related to the Spartanburg site totaled $ 5,096 .

At December 31, 2024, the Company’s accrual for environmental contingencies related to the Spartanburg site totaled $ 5,096 and was reflected in “Current liabilities of discontinued operations” on the Company’s Condensed Consolidated Balance Sheet at December 31, 2024.

The Spartanburg site and related environmental liabilities were part of the sale of TFP to Toppan, which was completed on April 1, 2025.

This accrual is reflected in “Current liabilities of discontinued operations” on the Company’s Condensed Consolidated Balance Sheet at December 31, 2024 .

Other environmental matters

3 unchanged sentences

However, the Company does not believe that the resolution of these matters has a reasonable possibility of having a material adverse effect on the Company’s fi nancial statements.

At June 29, 2025 and December 31, 2024, the accruals for these other sites

At September 28, 2025 and December 31, 2024, the accruals for these

SONOCO PRODUCTS COMPANY

totaled $ 1,773 and $ 1,933 , respectively , and are included in “Accrued expenses and other” on the Company’s Condensed Consolidated Balance Sheets.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and shares in thousands except per share data)

other sites totaled $ 1,717 and $ 1,933 , respectively , and are included in “Accrued expenses and other payables” on the Company’s Condensed Consolidated Balance Sheets.

Other Legal Matters

3 unchanged sentences

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-Q

Item 1. Financial Statements