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Item 2. Management’s Discussion and Analysis

2025-10-29 compared with 2025-07-28 · 287 added, 259 removed, 506 unchanged (52% of the section changed)

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Statements included in this Quarterly Report on Form 10-Q that are not historical in nature, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are intended to be, and are hereby identified as, “forward-looking statements” for purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In addition, Sonoco Products Company (the “Company” or “Sonoco”) and its representatives may from time to time make other oral or written statements that are also “forward-looking statements.” Words such as “aim,” “anticipate,” “assume,” “believe,” “can,” “committed,” “consider,” “continue,” “could,” “develop,” “estimate,” “expect,” “forecast,” “foresee,” “future,” “goal,” “guidance,” “intend,” “is designed to,” “likely,” “maintain,” “may,” “might,” “objective,” “ongoing,” “opportunity,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “strategy,” “target,” “will,” “would,” or the negative thereof, and similar expressions identify forward-looking statements.

In addition, Sonoco Products Company (the “Company” or “Sonoco”) and its representatives may from time to time make other oral or written statements that are also “forward-looking statements.” Words such as “aim,” “achieve,” “anticipate,” “assume,” “believe,” “can,” “commit,” “consider,” “continue,” “could,” “develop,” “estimate,” “expect,” “forecast,” “foresee,” “future,” “goal,” “guidance,” “intend,” “is designed to,” “likely,” “maintain,” “may,” “might,” “objective,” “ongoing,” “opportunity,” “outlook,” “persist,” “plan,” “position,” “possible,” “potential,” “predict,” “project,” “remain,” “seek,” “should,” “strategy,” “target,” “will,” “would,” or the negative thereof, and similar expressions identify forward-looking statements.

Forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, statements regarding:

• availability and supply of raw materials and energy, and offsetting high raw material and energy costs;

• supply chain disruptions and availability and supply of raw materials and energy, and offsetting high raw material and energy costs;

• the effects of economic downturns, tariffs or other changes in trade policy, inflation, volatility and other macroeconomic factors on the Company and its industry, including the Company’s ability to manage such matters and their effects on consumers and customers;

• the resiliency of the Company’s operating model;

• supply chain disruptions;

• consumer and customer actions in connection with political, social, and economic instability, war and other geopolitical tensions;

• improved productivity and cost containment;

• the Company’s ability to improve productivity, reduce its cost structure and the effects thereof;

• the Company’s integration of Titan Holdings I B.V.

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• effects and timing of, and anticipated costs, synergies and gains resulting from our other contemplated, pending, and completed acquisitions;

• effects and timing of, and anticipated gains and costs, of the Company’s restructuring and portfolio simplification activities, including with respect to streamlining of the Company’s organizational structure and the Company’s contemplated, pending, and completed divestitures, including the Company’s sale of its Thermoformed and Flexibles Packaging business and its global Trident business (collectively, “TFP”), and the potential divestiture of the Company’s ThermoSafe business;

• effects and timing of, and anticipated gains and costs, of the Company’s restructuring and portfolio simplification activities, including with respect to streamlining of the Company’s organizational structure and the Company’s contemplated, pending, and completed divestitures, including the Company’s sale of its Thermoformed and Flexibles Packaging business and its global Trident business (collectively, “TFP”), and the pending sale of the Company’s ThermoSafe business (“ThermoSafe”);

• adequacy and anticipated amounts and uses of cash flows;

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• expected impact of implementation of new accounting pronouncements;

• creation of near-term and long-term value and returns for shareholders;

• continued payment of dividends;

• creation of near-term and long-term value and returns for shareholders, including through the continued payment of dividends;

• planned stock repurchases.

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Such risks, uncertainties and assumptions include, without limitation:

• ability to manage the mix of business and execute on the Company’s portfolio simplification strategy, including with respect to divestitures, such as the potential divestiture of its ThermoSafe business;

• ability to manage the mix of business and execute on the Company’s portfolio simplification strategy, including with respect to divestitures, such as the pending divestiture of ThermoSafe;

• ability to identify suitable acquisitions at the levels needed to meet growth targets;

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• ability to successfully integrate newly acquired businesses, including Eviosys, into the Company’s operations, retain key employees, maintain relationships with customers and other third parties, and realize expected cost savings, synergies and other anticipated benefits relating thereto within the expected time period, or at all;

• availability, transportation and pricing of raw materials, energy and transportation, including the impact of changes in tariffs or sanctions and escalating trade wars, and the impact of war, general regional instability and other geopolitical tensions (such as the ongoing conflict between Russia and Ukraine as well as the economic sanctions related thereto, and the ongoing conflicts in the Middle East), and the Company’s ability to pass raw material, energy and transportation price increases and surcharges through to customers or otherwise manage these commodity pricing risks;

• costs of labor and employment, including the cost of employee and retiree medical, health, and life insurance benefits;

• work stoppages due to labor disputes;

• success of new product development, introduction and sales, including successful timing of new product or product innovation introductions;

• success of implementation of new manufacturing technologies and installation of manufacturing equipment, including the startup of new facilities and lines;

• availability, transportation and pricing of raw materials, energy and transportation, including the impact of changes in tariffs or sanctions and escalating trade wars, and the impact of war, general regional instability and other geopolitical tensions (such as the ongoing conflict between Russia and Ukraine as well as the economic sanctions related thereto, and uncertainty in the Middle East), and the Company’s ability to continue to pass raw material, energy and transportation price increases and surcharges through to customers or otherwise manage these commodity pricing risks;

• costs of labor and employment, including the cost of employee and retiree medical, health, and life insurance benefits and the impact of any work stoppages due to labor disputes;

• success of new product development, introduction and sales, including successful timing of new product or product innovation introductions, success of implementation of new manufacturing technologies and installation of manufacturing equipment, including the startup of new facilities and lines;

• consumer demand for products and changing consumer preferences, including changes related to inflation, tariffs, and other macroeconomic factors, and changes in consumer attitudes toward plastic packaging;

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• the adoption of new, or changes in, accounting standards or interpretations;

SONOCO PRODUCTS COMPANY

• accuracy of assumptions underlying projections related to goodwill impairment testing, and accuracy of management’s assessment of goodwill impairment;

SONOCO PRODUCTS COMPANY

• accuracy of assumptions underlying fair value measurements, accuracy of management’s assessments of fair value and fluctuations in fair value;

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• failure or disruptions in our information technology systems;

• loss of consumer or investor confidence;

• loss of consumer or investor confidence, including as a result of public concerns about products packaged in our containers, or chemicals or substances used in raw materials or in the manufacturing process;

• ability to protect our intellectual property rights;

• changes in laws and regulations relating to packaging for food products and foods packaged therein, other actions and public concerns about products packaged in our containers, or chemicals or substances used in raw materials or in the manufacturing process;

• changing climate and greenhouse gas effects;

• ability to meet environmental, sustainability and other similar goals;

• actions of domestic or foreign government agencies, the impact of new and evolving laws, regulations, rules and standards affecting the Company, and increased costs of compliance;

• actions of domestic or foreign government agencies, the impact of new and evolving laws, regulations, rules and standards affecting the Company, including laws and regulations relating to packaging for food products and foods packaged therein, and increased costs of compliance;

• international, national, and local economic and market conditions and levels of unemployment;

• economic disruptions resulting from changing tariff policies and trade wars, the overall uncertainty surrounding international trade relations, war,and other geopolitical tensions (such as the ongoing military conflict between Russia and Ukraine and the ongoing conflicts in the Middle East), public health events, terrorist activities, and natural disasters, and our ability to successfully mitigate any negative impacts of such disruptions;

• economic disruptions resulting from changing tariff policies and trade wars, the overall uncertainty surrounding international trade relations, war, and other geopolitical tensions (such as the ongoing military conflict between Russia and Ukraine and uncertainty in the Middle East), public health events, terrorist activities, and natural disasters, and our ability to successfully mitigate any negative impacts of such disruptions;

• inflation and the activities and operations in highly inflationary economies.

More information about the risks, uncertainties, and assumptions that may cause actual results to differ materially from those expressed or forecasted in forward-looking statements is provided in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 under Item 1A - “Risk Factors” and throughout other sections of that report and in other reports filed with the Securities and Exchange Commission.

In light of these various risks, uncertainties and assumptions, the forward-looking events discussed in this Quarterly Report on Form 10-Q might not occur.

The Company undertakes no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

You are, however, advised to review any further disclosures we make on related subjects, and about new or additional risks, uncertainties and assumptions, in our future filings with the Securities and Exchange Commission on Forms 10-K, 10-Q, and 8-K.

SONOCO PRODUCTS COMPANY

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On a standalone basis, TFP had revenue of $1.3 billion in 2024.

As previously disclosed, the Company has initiated a review of strategic alternatives for ThermoSafe, its leading temperature-assured packaging business.

On September 7, 2025, following the completion of the Company’s previously disclosed review of strategic alternatives for ThermoSafe, its temperature-assured packaging business, the Company entered into a definitive agreement to sell ThermoSafe to Arsenal Capital Partners, a private equity firm, for a total purchase price of up to $725 million.

The purchase price consists of $650 million on a cash-free and debt-free basis payable at closing and subject to customary adjustments, and additional consideration of up to $75 million 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.

On a standalone basis, ThermoSafe, which is part of the All Other group of businesses, had revenue of $245 million in 2024.

The Company expects to complete its review of strategic alternatives for ThermoSafe in the second half of 2025.

The Company believes that these completed and potential divestitures will enable greater strategic and operational focus while also generating proceeds to fund deleveraging and further focus capital investments in our core Consumer Packaging and Industrial Paper Packaging businesses.

The pending sale of ThermoSafe represents the next step in the Company’s portfolio transformation goal of streamlining its operations from a large portfolio of diversified businesses into two core global business segments.

The Company is focused on efficient capital deployment into these larger, core business units to improve economic returns and improve integration effectiveness and speed for acquired strategic assets.

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In parallel, the Company has continued to work on commercial, operational, and supply chain excellence programs to shift the mix of its business towards higher-valued products and increase overall productivity from procurement savings, production efficiencies, and fixed cost reduction initiatives, as well as strategic pricing initiatives intended to better capture input costs and the value of the services provided.

The Company is focused on improving its competitive position by further reducing its cost structure over the remainder of 2025.

These cost reduction efforts include targeted restructuring activities for operations and support functions intended to enable the Company’s businesses to better leverage market capabilities and generate cash flow.

The Company believes that its simplified structure will enable greater strategic and operational focus while also helping to generate proceeds to fund deleveraging and further focus capital investments in the Company’s core Consumer Packaging and Industrial Paper Packaging businesses.

SONOCO PRODUCTS COMPANY

Global Trade Developments

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On February 10, 2025, the Administration announced the expansion of Section 232 steel and aluminum tariffs (“Section 232 Tariffs”) on steel and aluminum imported into the United States, effective March 12, 2025, and the termination of the granting of new exclusions to mitigate these tariffs.

As a result, imported steel and aluminum is currently subject to a 50% duty.

SONOCO PRODUCTS COMPANY

Further, on April 2, 2025, the Administration announced reciprocal tariffs on imported goods from most countries.

The reciprocal tariffs were temporarily held at 10% until July 9, 2025, after which date the Administration began announcing higher country-specific tariff rates, which are expected to go into effect August 1.

In response to these tariff actions, Canada imposed retaliatory tariffs on goods coming from the United States, including a 25% tariff on a variety of enumerated goods, and has not exempted USMCA-qualified goods from these tariffs on U.S.-origin goods.

Some of the enumerated goods subject to this tariff include products and materials shipped to Sonoco’s plants in Canada.

The Company intends to claim end-use specific exemptions to mitigate the Canadian retaliatory tariffs where eligible.

While the exact scope of any tariffs or other trade policy changes that will ultimately be implemented is not known at this time, the Company does not currently expect these recently announced tariffs and proposed future tariffs to have a material direct effect on the Company’s profitability or cash flows over the remainder of 2025 because the Company’s manufacturing network is designed to serve local markets, reducing its exposure to cross-border disruptions and tariff-related risks, and while the Company is actively working with its customers to help manage the impacts of higher input costs driven by tariffs, its business model allows for pricing adjustments when necessary.

In addition, the Company believes its transformed portfolio following the Eviosys acquisition and the sale of TFP is significantly more resilient, with nearly two-thirds of the Company’s sales for the six-month period ended June 29, 2025 coming from the Consumer Packaging segment, a segment that has historically demonstrated strong performance across economic cycles.

As a result, imported steel and aluminum originating from most countries is currently subject to a 50% duty.

The Administration also imposed reciprocal tariffs at a baseline rate of 10%, effective April 5, 2025, and later set firmly established tariff rates for various countries at the beginning of August 2025.

For the most part, these reciprocal tariffs were incremental increases over the previously established 10% temporary reciprocal tariffs.

While future changes in tariff and trade policy may result in additional changes, and the exact scope of any such additional changes is not known at this time, the Company does not currently expect the current tariff environment to have a material direct effect on the Company’s profitability or cash flows over the remainder of 2025 because the Company’s manufacturing network is designed to serve local markets, reducing its exposure to cross-border disruptions and tariff-related risks.

While the Company is actively working with its customers to help manage the impacts of higher input costs driven by tariffs, its business model allows for pricing adjustments when necessary.

In addition, the Company believes its transformed portfolio following the Eviosys acquisition and the sale of TFP is significantly more resilient, with nearly two-thirds of the Company’s sales for the nine-month period ended September 28, 2025 coming from the Consumer Packaging segment, a segment that has historically demonstrated strong performance across economic cycles.

In addition, while the Section 232 Tariffs impact input costs for the Company’s U.S.-based metal packaging and rigid paper container businesses (part of the Consumer Packaging segment), which source a portion of their steel and aluminum purchases from outside the United States, the Company intends, and has the contractual ability, to pass such increases in cost due to tariffs to its customers.

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Other Recent Developments

On July 4, 2025, subsequent to the end of the quarter, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law in the United States.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law in the United States.

The OBBBA includes a broad range of tax reform provisions, including the extension of key provisions of the Tax Cuts and Jobs Act of 2017.

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Sonoco’s management considers a variety of both GAAP and non-GAAP financial and operating measures in assessing the Company’s financial performance.

The key GAAP measures used are net sales, operating profit, gross profit margin, net income attributable to Sonoco and diluted earnings per share.

The key non-GAAP measures used are Adjusted operating profit, Adjusted net income attributable to Sonoco, Adjusted diluted earnings per share, Adjusted EBITDA and Adjusted EBITDA margin.

The key GAAP measures used are net sales, operating profit, gross profit margin, net income attributable to Sonoco and diluted earnings per share (“EPS”).

The key non-GAAP measures used are Adjusted operating profit, Adjusted net income attributable to Sonoco, Adjusted diluted EPS, Adjusted EBITDA, Segment Adjusted EBITDA and Segment Adjusted EBITDA margin.

For information about the Company’s use of non-GAAP measures and reconciliations of these measures to the most directly comparable GAAP measures see “Non-GAAP Financial Measures” below.

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difference between applicable current period costs and prior year costs, excluding the impact of estimated inflation or deflation, and volume changes where appropriate.

SONOCO PRODUCTS COMPANY

On December 18, 2024, the Company announced that it had entered into an agreement to sell TFP to Toppan.

This sale was completed on April 1, 2025.

In accordance with applicable accounting guidance, the results of TFP 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.

Further, the Company reclassified the assets and liabilities of TFP as assets and liabilities of discontinued operations in the Condensed Consolidated Balance Sheets as of June 29, 2025 and December 31, 2024.

The Condensed Consolidated

SONOCO PRODUCTS COMPANY

Statements of Comprehensive Income, Changes in Total Equity, and Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations.

Further, the Company reclassified the assets and liabilities of TFP as assets and liabilities of discontinued operations in the Condensed Consolidated Balance Sheets as of December 31, 2024.

The Condensed Consolidated Statements of Comprehensive Income, Changes in Total Equity, and Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations.

All amounts, percentages and disclosures for all periods presented in this Quarterly Report on Form 10-Q reflect only the continuing operations of Sonoco unless otherwise noted.

Second Quarter 2025 Compared with Second Quarter 2024

The following discussion provides a review of results for the three-month period ended June 29, 2025 versus the three-month period ended June 30, 2024.

Consolidated net sales for the second quarter of 2025 were $1.9 billion, a $631.6 million or 49.4% increase from the second quarter of 2024.

The increase was primarily driven by $601.3 million in net sales from the December 2024 Eviosys acquisition including the impact of foreign exchange rates and increased net sales of $44.7 million as a result of increased selling prices across the Industrial Paper Packaging and Consumer Packaging segments.

GAAP operating profit for the second quarter of 2025 was $175.7 million, an increase of 83.3% from the $95.8 million reported in the second quarter of 2024.

The increase in GAAP operating profit was primarily due to a $121.0 million increase in gross profit, primarily related to the Eviosys acquisition, and a decrease in restructuring related costs of $8.2 million from the prior year, partially offset by an increase of $42.8 million in selling, general and administrative expenses.

Adjusted Operating Profit for the second quarter of 2025 was $246.9 million, an increase of 74.0% from the $141.9 million reported for the same period in 2024.

GAAP net income attributable to Sonoco for the second quarter of 2025 increased to $493.4 million, or $4.96 per diluted share, compared to $90.8 million, or $0.92 per diluted share, for the second quarter of 2024.

This increase was primarily due to the increase in GAAP operating profit as described above, and the increase in GAAP net income from discontinued operations due to the gain on the sale of the TFP divestiture.

Adjusted net income attributable to Sonoco and Adjusted diluted earnings per share for the second quarter of 2025 were $136.1 million ($1.37 per diluted share), compared with $126.8 million ($1.28 per diluted share) for the same period in 2024.

Third Quarter 2025 Compared with Third Quarter 2024

The following discussion provides a review of results for the three-month period ended September 28, 2025 versus the three-month period ended September 29, 2024.

Consolidated net sales for the third quarter of 2025 were $2.1 billion, a $776.5 million or 57.3% increase from the third quarter of 2024.

The increase was primarily driven by $758.2 million in net sales from the Metal Packaging EMEA business following the December 2024 Eviosys acquisition, including the impact of foreign exchange rates, and $63.9 million from increased selling prices across the Industrial Paper Packaging and Consumer Packaging segments, partially offset by an overall decline in volume/mix of $39.9 million and the loss of $14.1 million in net sales related to the 2024 divestiture of two production facilities in China.

GAAP operating profit for the third quarter of 2025 was $195.0 million, an increase of 90.9% from the $102.1 million reported in the third quarter of 2024.

The increase in GAAP operating profit was primarily due to a $167.5 million increase in gross profit, primarily attributable to the addition of the Metal Packaging EMEA business following the Eviosys acquisition, and the absence of a $30.0 million loss on the sale of two production facilities in China, partially offset by increased selling, general and administrative expenses of $61.1 million primarily related to the Eviosys acquisition and increased restructuring-related costs of $42.2 million.

Adjusted Operating Profit for the third quarter of 2025 was $308.3 million, an increase of 77.6% from the $173.6 million reported for the same period in 2024.

GAAP net income attributable to Sonoco for the third quarter of 2025 increased to $122.9 million, or $1.23 per diluted share, compared to $50.9 million, or $0.51 per diluted share, for the third quarter of 2024.

This increase was primarily due to the increase in GAAP operating profit as described above, and the decrease in GAAP net income from discontinued operations due to the sale of TFP in 2025.

Adjusted net income attributable to Sonoco and Adjusted diluted EPS for the third quarter of 2025 were $191.2 million ($1.92 per diluted share), compared with $147.9 million ($1.49 per diluted share) for the same period in 2024.

Costs and Expenses

Cost of goods sold increased by $510.6 million, or 51.4%, in the second quarter of 2025 compared with the second quarter of 2024.

This increase was primarily driven by the Eviosys acquisition.

Gross profit margins decreased from 22.3% in the second quarter of 2024 to 21.3% in the second quarter of 2025 .

Selling, general and administrative costs increased by $42.8 million, or 24.3%, and were 11.5% of sales in the second quarter of 2025, compared to 13.8% of sales in the second quarter of 2024.

This increase reflects a $61.5 million impact from the Eviosys acquisition, partially offset by an $11.0 million decrease in acquisition, integration and divestiture related costs and $7.1 million decrease in employee-related costs.

Restructuring/Asset impairment charges totaled $9.8 million in the second quarter of 2025, compared with $18.0 million during the same period last year.

The decrease was primarily related to the higher cost of restructuring actions in 2024, including the closure of a metal plant in Memphis, Tennessee, part of the Consumer Packaging segment.

Cost of goods sold increased by $609.0 million, or 57.7%, in the third quarter of 2025 compared with the third quarter of 2024.

This increase was primarily driven by additional costs attributable to the Metal Packaging EMEA business following the Eviosys acquisition.

Gross profit margins decreased from 22.1% in the third quarter of 2024 to 21.9% in the third quarter of 2025 .

Selling, general and administrative costs increased by $61.1 million, or 38.3%, and were 10.4% of sales in the third quarter of 2025, compared to 11.8% of sales in the third quarter of 2024.

This increase reflects a $70.8 million impact from the Eviosys acquisition, partially offset by declines of $6.4 million in acquisition, integration and divestiture-related costs and $3.8 million related to divested businesses.

Restructuring/Asset impairment charges totaled $48.4 million in the third quarter of 2025, compared with $6.1 million during the same period last year.

The increase was primarily related to the higher cost of restructuring actions in 2025, including restructuring projects related to Metal Packaging EMEA, part of the Consumer Packaging segment, and the closure of the Atizapán, Mexico paper mill, part of the Industrial Paper Packaging segment.

Additional information regarding restructuring and asset impairment charges is provided in Note 6 to the Company’s Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Loss on divestiture of business of $2.1 million in the second quarter of 2025 reflects a $2.1 million loss from the sale of the Asheville recycling operations, a part of the Industrial Paper Packaging segment.

Gain on divestiture of businesses during the second quarter of 2024 included $4.5 million in gains from the sales of the Protexic and S3 businesses.

See Note 4 to the Company’s Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

Other expenses, net of $6.6 million in the second quarter of 2025 represents charges from third-party financial institutions related to our centralized treasury program under which the Company sells certain trade accounts receivables in order to accelerate its cash collection cycle primarily within our Consumer Packaging segment.

Other income, net during the second quarter of 2024 was related to the $5.9 million gain upon the fair value remeasurement of one of the Company’s affiliate investments.

See Note 4 to the Company’s Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information related to the 2024 gain.

Non-operating pension costs decreased $1.2 million during the second quarter of 2025 compared to the corresponding prior year quarter.

This decrease was primarily due to a year-over-year increase in expected return on plan assets and

SONOCO PRODUCTS COMPANY

lower amortization and settlement charges during the second quarter of 2025.

Additional information regarding costs of the Company’s retirement plans is provided in Note 13 to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Net interest expense for the second quarter of 2025 increased to $60.2 million, compared with $25.6 million during the second quarter of 2024.

The increase was primarily due to higher year-over-year debt levels resulting from financing transactions related to the Eviosys acquisition.

The effective tax rates for continuing operations reflected in GAAP net income and Adjusted net income attributable to Sonoco in the second quarter of 2025 were 37.3% and 25.6%, respectively, compared with 23.3% and 26.2%, respectively, in the corresponding prior year quarter.

The increase in the GAAP effective tax rate was primarily due to tax rate changes on deferred taxes and various other unfavorable tax adjustments.

Loss on divestiture of business totaled $3.0 million in the third quarter of 2025 reflecting a charge relating to the pending divestiture of ThermoSafe, part of the All Other group of businesses.

Loss on divestiture of business during the third quarter of 2024 totaled $31.8 million including a loss of $30.0 million related to the sale of two production facilities in China, part of the Industrial Paper Packaging segment, and $1.8 million related to the sale of the Protective Solutions business (“Protexic”), part of the All Other group of businesses.

See Note 4 to the Company’s Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

Other (expense)/income, net in the third quarter of 2025 was $(7.5) million, representing charges from third-party financial institutions related to our centralized treasury program under which the Company sells certain trade accounts receivable in order to accelerate its cash collection cycle primarily within our Consumer Packaging segment.

Net interest expense for the third quarter of 2025 increased to $56.6 million, compared with $55.1 million during the third quarter of 2024, primarily driven by the Eviosys acquisition.

The effective tax rates on GAAP income from continuing operations before income taxes and Adjusted income from continuing operations before income taxes in the third quarter of 2025 were 6.0% and 22.9%, respectively, compared with 35.2% and 21.1%, respectively, in the corresponding prior year quarter.

The decrease in the GAAP effective tax rate was primarily from the recording of a deferred tax benefit on the outside basis difference related to the ThermoSafe business being classified as held for sale.

Discontinued Operations

Net income from discontinued operations totaled $424.5 million for the second quarter of 2025, compared with $33.5 million for the second quarter of 2024.

The increase in net income reflects the gain on divestiture of business offset by lower sales upon completion of the sale of TFP on April 1, 2025.

Net income from discontinued operations totaled $19.8 million in the third quarter of 2024.

The sale of TFP was completed on April 1, 2025.

Reportable Segments

The Company’s operating and reporting structure consists of two reportable segments, Consumer Packaging and Industrial Paper Packaging, with all remaining businesses reported as All Other.

The following table summarizes net sales attributable to each of the Company’s segments and the All Other group of businesses for the second quarters of 2025 and 2024:

The following table summarizes net sales attributable to each of the Company’s segments and the All Other group of businesses for the third quarters of 2025 and 2024:

Three Months Ended

(Dollars in thousands) June 29, 2025 June 30, 2024 %

(Dollars in thousands) September 28, 2025 September 29, 2024 %

Consumer Packaging $ 1,438,246 $ 662,297 117.2 %

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Net sales $ 2,131,108 $ 1,354,652 57.3 %

The following table summarizes operating profit attributable to each of the Company’s reportable segments, the All Other group of businesses, and Corporate-related activity during the second quarters of 2025 and 2024:

SONOCO PRODUCTS COMPANY

Three Months Ended

(Dollars in thousands) June 29, 2025 June 30, 2024 %

(Dollars in thousands) September 28, 2025 September 29, 2024 %

Operating profit:

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Amortization of acquisition intangibles (49,034) (17,624)

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

Loss on divestiture of business (3,031) (31,770)

Acquisition, integration and divestiture-related costs (9,318) (15,605)

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(8,804) (10,368)

Other operating income/(expense), net (4,082) 6,922

Other operating expense, net (3,603) (317)

Operating profit $ 194,966 $ 102,108 90.9 %

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Consumer Packaging

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These products primarily serve the consumer staples market, focused on food, beverage, household, personal, and pharmaceutical products.

Segment net sales increased $644.0 million over the corresponding prior year quarter primarily as a result of $601.3 million of net sales, including the impact of foreign exchange rates, from the December 2024 Eviosys acquisition, as well as increased volume/mix of $24.1 million and higher sales prices of $14.8 million.

Segment operating profit increased over the corresponding prior year quarter primarily due to $65.9 million of operating profit from the Eviosys acquisition, strong productivity from procurement savings, production efficiencies, and fixed cost reduction initiatives of $7.6 million, and increased volume/mix of $3.2 million.

As a result, segment operating profit margin increased to 13.1% in the second quarter of 2025 from 12.7% in the same period last year.

Segment net sales increased $775.9 million over the corresponding prior year quarter primarily as a result of $758.2 million of net sales, including the impact of foreign exchange rates, attributable to Metal Packaging EMEA following the December 2024 acquisition of Eviosys, and price increases of $37.8 million implemented to offset the effects of inflation and tariffs, partially offset by softer volumes across the segment.

Segment operating profit increased over the corresponding prior year quarter primarily due to $101.6 million of operating profit from Metal Packaging EMEA, including the impact of foreign exchange rates and favorable price/cost of $24.2 million, partially offset by soft volume/mix of $15.1 million.

Segment operating profit margin was 14.5% in both the third quarter of 2025 and 2024.

Industrial Paper Packaging

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Products across this segment support end markets, primarily in paper, textile, and films.

Segment net sales decreased $12.5 million from the corresponding prior year quarter primarily due to a decline in volume/mix of $25.0 million and the disposition of facilities in China during the fourth quarter of 2024 of $12.6 million.

These headwinds were only partially offset by a $29.9 million increase from higher selling prices.

Segment operating profit increased over the corresponding prior year quarter primarily due to a $19.9 million increase from a positive price/cost environment combined with a $5.1 million increase attributable to strong productivity from procurement savings, production efficiencies, and fixed cost reduction initiatives.

These increases were partially offset by a decline of $8.1 million attributable to lower volumes.

As a result, segment operating profit margin increased to 13.8% in the second quarter of 2025 from 11.1% in the same period last year.

Segment net sales remained fairly flat from the corresponding prior year quarter as volume declines of $15.2 million across the segment and the loss of $14.1 million in net sales related to the 2024 divestiture of two production facilities in China offset year-over-year price increases of $26.1 million.

Segment operating profit increased over the corresponding prior year quarter primarily due to the positive impact of price/cost of $21.2 million and strong productivity from procurement savings, production efficiencies, and fixed cost reduction initiatives, partially offset by lower volume/mix.

As a result, segment operating profit margin increased to 15.4% in the third quarter of 2025 from 12.0% in the same period last year.

The primary products produced within the All Other group of businesses consist of a variety of packaging materials, including plastic, paper, foam, and various other specialty materials serving a wide variety of end markets including consumer staples, consumer discretionary, and industrial.

Net sales improved from the same period of the prior year primarily due to favorable pricing and volumes across the All Other group of businesses.

All Other operating profit decreased in the second quarter of 2025 compared to the same period last year, primarily due to volume declines in our Industrial Plastics business and the sale of the Protexic business in April 2024.

Price/cost was also a headwind from 2024, but this impact was largely offset by higher productivity from procurement savings, production efficiencies, and fixed cost reduction initiatives.

As a result, operating profit margin decreased to 13.8% in the second quarter of 2025 compared to 14.6% in the same period last year.

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

The following discussion provides a review of results for the six-month period ended June 29, 2025 compared with the six-month period ended June 30, 2024.

Consolidated net sales for the first six months of 2025 were $3.6 billion, a $1.0 billion or 39.9% increase from the same period last year.

The increase was driven by $1.1 billion in net sales from the December 2024 Eviosys acquisition, including the impact of foreign currency exchange rates, and a $66.8 million favorable impact as a result of selling price increases across the Industrial Paper Packaging and Consumer Packaging segments.

These increases were partially offset by the year-over-year loss of $63.1 million in sales due to divestitures not accounted for as discontinued operations.

SONOCO PRODUCTS COMPANY

GAAP operating profit for the first six months of 2025 was $302.5 million, an increase of 79.7% from the $168.4 million reported for the first six months of 2024.

The increase in GAAP operating profit reflected a $203.6 million increase in gross profit primarily related to the Eviosys acquisition and a decrease in restructuring related costs of $25.6 million from the prior year, partially offset by an increase of $84.3 million in selling, general and administrative expenses, including the amortization of intangible assets, and acquisition and integration costs.

Adjusted operating profit for the first six months of 2025 was $459.7 million, an increase of 68.7% from the $272.4 million reported for the same period in 2024.

GAAP net income attributable to Sonoco for the first six months of 2025 increased to $547.9 million, or $5.51 per diluted share, compared to $156.0 million, or $1.57 per diluted share, reported for the same period of 2024.

This increase reflects the increase in GAAP operating profit as described above and the gain on sale from the TFP divestiture.

Adjusted net income attributable to Sonoco and Adjusted diluted earnings per share for the six-month period ended June 29, 2025 decreased 14.6% to $273.0 million, or $2.74 per diluted share, from $238.3 million, or $2.40 per diluted share, in the six-month period ended June 30, 2024.

Net sales remained relatively flat from the same period of the prior year as volume gains in temperature-assured packaging were essentially offset by lower volume from industrial plastics.

All Other operating profit increased in the third quarter of 2025 compared to the same period last year as solid productivity from certain procurement savings, production efficiencies, and fixed cost reduction initiatives only partially offset lower volumes from industrial plastics and negative price/cost.

As a result, operating profit margin increased to 17.0% in the third quarter of 2025 compared to 16.3% in the same period last year.

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

The following discussion provides a review of results for the nine-month period ended September 28, 2025 compared with the nine-month period ended September 29, 2024.

Consolidated net sales for the first nine months of 2025 were $5.8 billion, a $1.8 billion or 45.9% increase from the same period last year.

The increase was driven by $1.8 billion in net sales attributable to Metal Packaging EMEA following the December 2024 Eviosys acquisition, including the impact of foreign currency exchange rates, and a $132.0 million favorable impact as a result of selling price increases across the business.

These increases were partially offset by the year-over-year loss of $78.4 million in sales due to divestitures (excluding the divestiture of TFP, which is accounted for as discontinued operations) and an unfavorable impact from decline in volume/mix of $49.3 million.

GAAP operating profit for the first nine months of 2025 was $497.5 million, an increase of 83.9% from the $270.5 million reported for the first nine months of 2024.

The increase in GAAP operating profit reflected a $371.1 million increase in gross profit primarily attributable to Metal Packaging EMEA following the Eviosys acquisition and the absence of $18.0 million of net losses related to divestitures, partially offset by increases of $145.4 million in selling, general and administrative expenses, including the amortization of intangible assets, and $16.6 million of restructuring costs.

Adjusted operating profit for the first nine months of 2025 was $768.0 million, an increase of 72.2% from the $446.0 million reported for the same period in 2024.

GAAP net income attributable to Sonoco for the first nine months of 2025 increased to $670.8 million, or $6.74 per diluted share, compared to $206.9 million, or $2.09 per diluted share, reported for the same period of 2024.

This increase reflects the increase in GAAP operating profit as described above and the gain on sale from the TFP divestiture, offset by lower sales following the completion of the TFP divestiture.

Adjusted net income attributable to Sonoco and Adjusted diluted EPS for the nine-month period ended September 28, 2025 increased 20.2% to $464.1 million, or $4.66 per diluted share, from $386.1 million, or $3.89 per diluted share, in the nine-month period ended September 29, 2024.

Costs and Expenses

Cost of goods sold increased by $828.7 million, or 40.8%, in the first six months of 2025 compared with the first six months of 2024.

This increase was primarily driven by the Eviosys acquisition, partially offset by lower materials pricing and the decline in costs from the sale of the Protexic business in April 2024.

Gross profit margins were 21.0% for the first six months of 2025 and 21.5% for the first six months of 2024 .

Selling, general and administrative costs for the first six months of 2025 increased $84.3 million, or 24.5%, year over year.

This increase reflected $99.5 million of additional costs related to the Eviosys acquisition, partially offset by an $11.0 million decrease in employee-related costs and a $7.2 million decrease in acquisition, integration and divestiture costs.

Restructuring/Asset impairment charges totaled $23.3 million during the first six months of 2025, compared with $49.0 million during the same period last year.

The decrease was primarily related to the higher cost of restructuring actions in 2024, including the closures of a paper mill in Sumner, Washington, part of the Industrial Paper Packaging segment, and a metal plant in Memphis, Tennessee, part of the Consumer Packaging segment.

Cost of goods sold increased by $1.4 billion, or 46.6%, in the first nine months of 2025 compared with the first nine months of 2024.

This increase was primarily driven by increased costs attributable to Metal Packaging EMEA following the Eviosys acquisition, partially offset by lower costs after the sales of the Protexic business and two production facilities in China in 2024.

Gross profit margins were 21.3% for the first nine months of 2025 and 21.7% for the first nine months of 2024 .

Selling, general and administrative costs for the first nine months of 2025 increased $145.4 million, or 28.9%, year over year.

This increase reflected $188.5 million of higher costs attributable to Metal Packaging EMEA following the Eviosys acquisition, partially offset by $14.5 million lower costs related to divested businesses, a $13.7 million decrease in acquisition, integration and divestiture-related costs and decreased labor and consulting fees.

Restructuring/Asset impairment charges totaled $71.7 million during the first nine months of 2025, compared with $55.1 million during the same period last year.

The increase was primarily related to the higher cost of restructuring actions in 2025, including Metal Packaging EMEA restructuring projects in the Consumer Packaging segment and the closure of the Atizapán, Mexico paper mill in the Industrial Paper Packaging segment.

Loss on divestiture of business of $6.3 million during the first six months of 2025 reflected losses from the sales of the Company’s tube and core operations in Venezuela and the Asheville recycling operations, partially offset by a gain from the sale of a small construction tube operation in France, all part of the Industrial Paper Packaging segment.

Gain on divestiture of businesses during the first six months of 2024 resulted from the sales of the Protexic and S3 businesses.

Loss on divestiture of business of $9.3 million during the first nine months of 2025 reflected losses from the sales of the Company’s tube and core operations in Venezuela and the recycling operations in Asheville and a charge on the pending sale of ThermoSafe, partially offset by a gain from the sale of a small construction tube operation in France.

Loss on divestiture of business during the first nine months of 2024 primarily resulted from the sales of two production facilities

SONOCO PRODUCTS COMPANY

See Note 4 to the Company’s Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

Other expense, net during the first six months of 2025 was $13.1 million, reflecting charges from third-party financial institutions related to our centralized treasury program under which the Company sells certain trade accounts receivables in order to accelerate its cash collection cycle primarily within our Consumer Packaging segment.

Other income, net during the first six months of 2024 reflected the $5.9 million gain upon the fair value remeasurement of one of the Company’s affiliate investments.

Other expense, net during the first nine months of 2025 was $20.6 million, reflecting charges from third-party financial institutions related to our centralized treasury program under which the Company sells certain trade accounts receivable in order to accelerate its cash collection cycle primarily within our Consumer Packaging segment.

Other income, net during the first nine months of 2024 reflected the $5.9 million gain upon the fair value remeasurement of one of the Company’s affiliate investments.

See Note 4 to the Company’s Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information related to the 2024 gain.

Non-operating pension costs decreased by $1.4 million during the first six months year over year.

The decrease is primarily due to higher expected return on plan assets and lower amortization and settlement charges, partially offset by higher interest costs during the first six months of 2025.

Non-operating pension costs decreased by $1.3 million during the first nine months year over year.

The decrease is primarily due to higher expected return on plan assets and lower amortization and settlement charges, partially offset by higher interest costs during the first nine months of 2025.

GAAP net interest expense during the first six months of 2025 increased to $108.9 million, compared with $52.6 million during the first six months of 2024.

GAAP net interest expense during the first nine months of 2025 increased to $165.5 million, compared with $107.7 million during the first nine months of 2024.

The increase of $57.8 million was primarily due to higher year-over-year debt levels resulting from financing transactions related to the Eviosys acquisition.

The effective tax rates reflected in GAAP net income and Adjusted net income attributable to Sonoco in the first six months of 2025 were 34.8% and 25.7%, respectively, compared with 21.6% and 26.2%, respectively, in the prior-year period.

The increase in the effective tax rate on GAAP net income attributable to Sonoco was primarily due to tax rate changes on deferred taxes and various other unfavorable tax adjustments.

SONOCO PRODUCTS COMPANY

The effective tax rates on GAAP income from continuing operations before income taxes and Adjusted income from continuing operations before income taxes in the first nine months of 2025 were 22.6% and 24.5%, respectively, compared with 25.4% and 24.2%, respectively, in the prior-year period.

Discontinued Operations

Net income from discontinued operations totaled $429.7 million for the first six months of 2025, compared with $63.3 million for the first six months of 2024.

Net income from discontinued operations totaled $429.7 million for the first nine months of 2025, compared with $83.1 million for the first nine months of 2024.

The increase in net income reflected the gain on the divestiture of TFP, partially offset by lower sales following the completion of the TFP divestiture on April 1, 2025.

SONOCO PRODUCTS COMPANY

Reportable Segments

The following table summarizes net sales attributable to each of the Company’s reportable segments, and the All Other group of businesses during the first six months of 2025 and 2024:

Six Months Ended

(Dollars in thousands) June 29, 2025 June 30, 2024 % Change

The following table summarizes net sales attributable to each of the Company’s reportable segments, and the All Other group of businesses during the first nine months of 2025 and 2024:

Nine Months Ended

(Dollars in thousands) September 28, 2025 September 29, 2024 % Change

Consumer Packaging $ 3,731,872 $ 1,827,018 104.3 %

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Net sales $ 5,750,777 $ 3,942,089 45.9 %

Six Months Ended

(Dollars in thousands) June 29, 2025 June 30, 2024 % Change

Nine Months Ended

(Dollars in thousands) September 28, 2025 September 29, 2024 % Change

Operating profit:

11 unchanged sentences

Consumer Packaging

Segment net sales increased 96.9% year to date compared to the prior-year period, primarily due to net sales of $1.1 billion related to the December 2024 acquisition of Eviosys, a $47.4 million favorable impact from higher volume/mix during the period and a $16.3 million favorable impact from increased pricing.

Year-to-date segment operating profit increased 127.6%, primarily from the Eviosys acquisition of $115.7 million, an increase from strong price/cost initiatives of $28.1 million, improved volume/mix profits of $8.8 million and strong productivity from procurement savings, production efficiencies, and fixed cost reduction initiatives of $8.5 million.

As a result, segment operating profit margin increased from 11.4% in the first six months of 2024 to 13.1% in the first six months of 2025.

Segment net sales increased 104.3% year to date compared to the prior-year period, primarily as a result of $1.8 billion of net sales, including the impact of foreign exchange rates, attributable to Metal Packaging EMEA following the December 2024 acquisition of Eviosys, a $54.1 million favorable impact from increased pricing, and a $21.1 million favorable impact from higher volume/mix during the period.

Year-to-date segment operating profit increased 123.1%, primarily due to $248.1 million of operating profit from Metal Packaging EMEA following the acquisition of Eviosys, an increase from strong price/cost initiatives of $49.0 million, and strong productivity from procurement savings, production efficiencies, and fixed cost reduction initiatives of $8.5 million, which overcame slight softness in volumes.

As a result, segment operating profit margin increased to 13.7% in the first nine months of 2025 from 12.5% in the same period last year.

Industrial Paper Packaging

Segment net sales declined year to date compared to the prior-year period primarily due to decline in volume/mix of $51.0 million, the decline in sales of $24.2 million related to the divestiture of two China operations during Q4 2024 and the unfavorable impact from foreign currency exchange rates.

These declines were partially offset by the $50.5 million increase in sales prices.

SONOCO PRODUCTS COMPANY

Segment net sales decreased year to date compared to the prior-year period primarily due to decline in volume/mix of $65.7 million, the loss of $38.3 million of net sales related to the 2024 divestiture of two production facilities in China and the unfavorable impact from foreign currency exchange rates.

These declines were partially offset by a $76.7 million favorable impact from higher selling prices.

Segment operating profit increased 19.3% versus the prior-year period primarily as a result of improved price/cost trends of $51.4 million and improved productivity from procurement savings, production efficiencies and fixed cost initiatives of $19.7 million.

This was partially offset by unfavorable impacts, primarily from lower volumes and foreign currency translation, totaling $22.9 million.

As a result, segment operating margin increased from 11.1% in the first six months of 2024 to 13.3% in the first six months of 2025.

Net sales for the All Other group of businesses declined 21.3% year to date compared to the prior-year period primarily due to the sale of Protexic and lower volumes in temperature assured packaging.

This was partially offset by $20.5 million in lower sales due to volume declines across the segment and

SONOCO PRODUCTS COMPANY

the unfavorable impact from foreign currency exchange rates.

As a result, segment operating margin increased to 14.0% in the first nine months of 2025 from 11.4% in the same period last year.

Net sales for the All Other group of businesses declined 14.3% year to date compared to the prior-year period primarily due to the sale of Protexic in 2024.

All Other operating profit declined 10.5% year to date compared to the prior-year period due to the sale of Protexic, lower volumes and negative price/cost, partially offset by higher productivity from procurement savings, production efficiencies, and fixed cost reduction initiatives.

Segment operating margin increased to 13.9% year to date compared to 13.5% in 2024.

Segment operating margin increased to 15.0% in the first nine months of 2025 compared to 14.4% in the same period in 2024.

SONOCO PRODUCTS COMPANY

1 unchanged sentence

The Company uses certain financial performance measures, both internally and externally, that are not in conformity with GAAP (referred to as “non-GAAP financial measures”) to assess and communicate the financial performance of the Company.

These “non-GAAP” financial measures, which are identified using the term “Adjusted” (for example, “Adjusted Operating Profit,” “Adjusted Net Income Attributable to Sonoco,” and “Adjusted Diluted EPS”) reflect adjustments to the Company’s GAAP operating results to exclude amounts, including the associated tax effects, relating to:

These “non-GAAP” financial measures, which are identified using the term “Adjusted” (for example, “Adjusted Operating Profit,” “Adjusted Net Income Attributable to Sonoco,” and “Adjusted Diluted EPS) reflect adjustments to the Company’s GAAP operating results to exclude amounts, including the associated tax effects, where applicable, relating to:

• restructuring/asset impairment charges 1 ;

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Although recurring, these charges are subject to significant fluctuations from period to period due to the varying levels of restructuring activity, the inherent imprecision in the estimates used to recognize the impairment of assets and the wide variety of costs and taxes associated with severance and termination benefits in the countries in which the restructuring actions occur.

The Company’s management believes the exclusion of these amounts improves the period-to-period comparability and analysis of the underlying financial performance of the business.

The Company’s management believes the exclusion of the amounts related to the above-listed items improves the period-to-period comparability and analysis of the underlying financial performance of the business.

More information about the Company’s use of non-GAAP financial measures is provided in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, under Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Non-GAAP Financial Measures.”

In addition to the “Adjusted” results described above, the Company also uses Adjusted EBITDA and Adjusted EBITDA Margin.

In addition to the “Adjusted” results described above, the Company also uses Adjusted EBITDA, Segment Adjusted EBITDA, and Segment Adjusted EBITDA Margin.

Adjusted EBITDA is defined as net income excluding the following:

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and other non-GAAP adjustments, if any, that may arise from time to time.

Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by net sales.

The Company’s non-GAAP financial measures are not calculated in accordance with, nor are they an alternative for, measures conforming to generally accepted accounting principles, and they may be different from non-GAAP financial measures used by other companies.

Segment Adjusted EBITDA is defined as segment operating profit plus depreciation and amortization expense and equity in earnings of affiliates, net of tax.

Segment Adjusted EBITDA Margin is defined as Segment Adjusted EBITDA divided by segment net sales.

The Company’s non-GAAP financial measures are not calculated in accordance with, nor are they an alternative for, measures conforming to GAAP, and they may be different from non-GAAP financial measures used by other companies.

In addition, these non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles.

2 unchanged sentences

In addition, these same non-GAAP financial measures are used in determining incentive compensation for the entire management team and in providing earnings guidance to the investing community.

SONOCO PRODUCTS COMPANY

Material limitations associated with the use of such measures include that they do not reflect all period costs included in operating expenses and may not be comparable with similarly named financial measures of other companies.

Furthermore, the calculations of these non-GAAP financial measures are based on subjective determinations of management regarding the nature and classification of events and circumstances that the investor may find material and view differently.

SONOCO PRODUCTS COMPANY

To compensate for any limitations in such non-GAAP financial measures, management believes that it is useful in evaluating the Company’s results to review both GAAP information, which includes all of the items impacting financial results, and the related non-GAAP financial measures that exclude certain elements, as described above.

Further, Sonoco management does not, nor does it suggest that investors should, consider any non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

Whenever reviewing a non-GAAP financial measure, investors are encouraged to review the related reconciliation to understand how it differs from the most directly comparable GAAP measure.

Whenever reviewing a non-GAAP financial measure, investors are encouraged to review and consider the related reconciliation to understand how it differs from the most directly comparable GAAP measure.

Quarterly Reconciliations of GAAP to Non-GAAP Financial Measures

The following tables reconcile the Company’s non-GAAP financial measures to their most directly comparable GAAP financial measures in the Company’s Condensed Consolidated Statements of Income for the three-month periods ended June 29, 2025 and June 30, 2024.

Adjusted Operating Profit, Adjusted Income Before Income Taxes, Adjusted Provision for Income Taxes, Adjusted Net Income Attributable to Sonoco, and Adjusted Diluted Earnings Per Share (“EPS”)

For the three-month period ended June 29, 2025

Dollars in thousands, except per share data Operating Profit Income Before Income Taxes Provision for Income Taxes Net Income Attributable to Sonoco Diluted EPS

Adjusted Operating Profit, Adjusted Income from Continuing Operations Before Income Taxes, Adjusted Provision for Income Taxes, Adjusted Net Income Attributable to Sonoco, and Adjusted Diluted EPS

For the three-month period ended September 28, 2025

Dollars in thousands, except per share data Operating Profit Income from Continuing Operations Before Income Taxes Provision for Income Taxes Net Income Attributable to Sonoco Diluted EPS

As Reported (GAAP) $ 194,966 $ 127,762 $ 7,717 $ 122,918 $ 1.23

$ 175,667 $ 105,881 $ 39,500 $ 493,423 $ 4.96

Acquisition, integration and divestiture-related costs 1

9,318 9,318 2,377 6,941 0.07

Changes in LIFO inventory reserves 1,193 1,193 291 902 0.01

Amortization of acquisition intangibles 49,034 49,034 10,581 38,453 0.39

1 unchanged sentence

Loss/(Gain) on divestiture of business 2

3,031 3,031 27,569 (24,538) (0.25)

Non-operating pension costs — 3,054 631 2,423 0.02

5 unchanged sentences

Due to rounding, individual items may not sum appropriately.

1 Operating profit, income before income taxes, and provision for income taxes exclude results related to discontinued operations of $625,773, $625,773 and $201,225, respectively.

2 Acquisition, integration and divestiture-related costs relate mostly to the Company’s December 2024 acquisition of Eviosys and the divestiture of the TFP business, which was completed on April 1, 2025.

3 Other adjustments include discrete tax items primarily related to tax rate changes on accumulated other comprehensive income (“AOCI”) and rate differences between non-US jurisdictions related to acquisitions/divestitures.

1 Acquisition, integration and divestiture-related costs relate primarily to the Company’s December 2024 acquisition of Eviosys and the April 2025 divestiture of TFP.

2 Loss/(Gain) on divestiture of business includes the recognition of a deferred tax benefit on the outside basis difference related to the ThermoSafe business being classified as held for sale.

3 Other adjustments include an adjustment to deferred taxes from post-acquisition restructuring of the partitions business, provision-to-return adjustments related to the divested TFP business, and an increase in the valuation allowance on foreign tax credits.

SONOCO PRODUCTS COMPANY

For the three-month period ended June 30, 2024

Dollars in thousands, except per share data Operating Profit Income Before Income Taxes Provision for Income Taxes Net Income Attributable to Sonoco Diluted EPS

For the three-month period ended September 29, 2024

Dollars in thousands, except per share data Operating Profit Income from Continuing Operations Before Income Taxes Provision for Income Taxes Net Income Attributable to Sonoco Diluted EPS

As Reported (GAAP) 1

1 unchanged sentence

Acquisition, integration and divestiture-related costs 2

15,605 45,786 5,595 43,292 0.44

Changes in LIFO inventory reserves 790 790 199 591 0.01

1 unchanged sentence

Restructuring/Asset impairment charges 6,149 6,149 1,097 6,560 0.07

Gain on divestiture of business (4,478) (4,478) 1,222 (5,700) (0.06)

Other income, net

— (5,867) — (5,867) (0.06)

Loss on divestiture of business 31,770 31,770 454 31,316 0.31

Non-operating pension costs — 2,947 738 2,209 0.02

Net gains from derivatives (210) (210) (53) (157) —

(3,485) (3,485) (876) (2,609) (0.03)

Other adjustments (263) (685) 3,324 (3,928) (0.04)

2 unchanged sentences

Due to rounding, individual items may not sum appropriately.

1 Operating profit, income before income taxes, and provision for income taxes exclude results related to discontinued operations of $44,561, $44,091 and $10,551 , respectively.

1 Operating profit, income from continuing operations before income taxes, and provision for income taxes exclude results related to discontinued operations of $26,023, $25,453 and $5,635 , respectively.

2 Acquisition, integration and divestiture-related costs include losses on treasury lock derivative instruments and amortization of financing fees totaling $30,181 related to debt instruments associated with the financing of the Eviosys acquisition.

These amortization costs are included in “ Interest expense ” in the Company’s Condensed Consolidated Statements of Income.

Adjusted EBITDA 1

Three Months Ended

Dollars in thousands June 29, 2025 June 30, 2024

Dollars in thousands September 28, 2025 September 29, 2024

Net income attributable to Sonoco $ 122,918 $ 50,921

4 unchanged sentences

Non-operating pension costs 3,054 2,947

Net (loss)/income attributable to noncontrolling interests (224) 140

Net income attributable to noncontrolling interests 147 288

Restructuring/Asset impairment charges 48,388 8,190

Changes in LIFO inventory reserves — 790

Gain on divestiture of business (623,690) (4,478)

Loss on divestiture of business

Acquisition, integration and divestiture-related costs 9,318 19,623

Other income, net

Net losses/(gains) from derivatives 2,154 (3,485)

Net loss/(gain) from derivatives

Other non-GAAP adjustments

1 unchanged sentence

1 Adjusted EBITDA is calculated on a total Company basis, including both continuing operations and discontinued operations.

SONOCO PRODUCTS COMPANY

The Company does not calculate net income by segment;

therefore, Adjusted EBITDA by segment is reconciled to the closest GAAP measure of segment profitability, segment operating profit.

Segment operating profit is the measure of segment profit or loss reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing their performance in accordance with Accounting Standards Codification 280, “Segment Reporting,” as prescribed by the Financial Accounting Standards Board.

SONOCO PRODUCTS COMPANY

Segment operating profit is the measure of segment profit or loss reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing their performance in accordance with Accounting Standards Codification (“ASC”) 280, “Segment Reporting,” as prescribed by the Financial Accounting Standards Board.

Segment results, which are reviewed by the Company’s management to evaluate segment performance, do not include the following:

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Segment and All Other Adjusted EBITDA and Adjusted EBITDA Margin Reconciliation

For the Three Months Ended June 29, 2025

For the Three Months Ended September 28, 2025

Excludes results of discontinued operations

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— — — 48,388 48,388

Changes in LIFO inventory reserves 4

— — — 1,193 1,193

Acquisition, integration and divestiture-related costs 4

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1 Included in Corporate is the amortization of acquisition intangibles associated with the Consumer Packaging segment of $43,397, the Industrial Paper Packaging segment of $5,485, and the All Other group of businesses of $152.

2 These expenses relate to charges from third-party financial institutions related to our 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.

3 Included in Corporate are restructuring/asset impairment charges associated with the Consumer Packaging segment of $1,479, the Industrial Paper Packaging segment of $8,228, and the All Other group of businesses of $5.

4 Included in Corporate are changes in LIFO inventory reserves associated with the Consumer Packaging segment of $1,193.

2 These expenses relate to charges from third-party financial institutions related to our 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.

3 Included in Corporate are restructuring/asset impairment charges associated with the Consumer Packaging segment of $35,027, and the Industrial Paper Packaging segment of $11,181.

4 Included in Corporate are acquisition, integration and divestiture-related costs associated with the Consumer Packaging segment of $1,293 and the Industrial Paper Packaging segment of $97.

6 Included in Corporate is a $2,083 loss on the sale of a recycling facility in Asheville, North Carolina associated with the Industrial Paper Packaging segment .

7 Included in Corporate are net losses from derivatives associated with the Consumer Packaging segment of $208, the Industrial Paper Packaging segment of $1,864, and the All Other group of businesses of $82.

5 Included in Corporate is a $31 loss on the sale of a recycling facility in Asheville, North Carolina associated with the Industrial Paper Packaging segment and a $3,000 charge related to the pending divestiture of ThermoSafe, part of the All Other group of businesses .

SONOCO PRODUCTS COMPANY

6 Included in Corporate are net losses from derivatives associated with the Consumer Packaging segment of $196, the Industrial Paper Packaging segment of $1,760, and the All Other group of businesses of $79.

Segment and All Other Adjusted EBITDA and Adjusted EBITDA Margin Reconciliation

For the Three Months Ended June 30, 2024

For the Three Months Ended September 29, 2024

Excludes results of discontinued operations

10 unchanged sentences

— — — 15,605 15,605

Gain on divestiture of business 5

Loss on divestiture of business 5

— — — 31,770 31,770

7 unchanged sentences

1 Included in Corporate is the amortization of acquisition intangibles associated with the Consumer Packaging segment of $11,110, the Industrial Paper Packaging segment of $6,306, and the All Other group of businesses of $208.

2 Included in Corporate are restructuring/asset impairment charges associated with the Consumer Packaging segment of $9,876, the Industrial Paper Packaging segment of $7,737, and the All Other group of businesses of $214.

2 Included in Corporate are restructuring/asset impairment charges associated with the Consumer Packaging segment of $2,468 and the Industrial Paper Packaging segment of $3,798.

3 Included in Corporate are changes in LIFO inventory reserves associated with the Consumer Packaging segment of $758 and the Industrial Paper Packaging segment of $32.

4 Included in Corporate are acquisition, integration and divestiture-related costs associated with the Industrial Paper Packaging segment of $215.

5 Included in Corporate are gains from the divestiture of businesses including $(1,250) from the sale of the Sonoco Sustainability Solutions (“S3”) business, part of the Industrial segment, and $(3,228) from the sale of the Protective Solutions business, part of the the All Other group of businesses.

4 Included in Corporate are acquisition, integration and divestiture-related costs associated with the Industrial Paper Packaging segment of $4,529 and the Consumer Packaging segment of $(137).

5 Included in Corporate are losses from the divestiture of business associated with the Industrial Paper Packaging segment of $29,965 related to the sale of two production facilities in China, and the All Other group of businesses of $1,805 related to the sale of Protexic.

6 Included in Corporate are net gains from derivatives associated with the Consumer Packaging segment of $(41), the Industrial Paper Packaging segment of $(160), and the All Other group of businesses of $(9).

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Year-to-Date Reconciliations of GAAP to Non-GAAP Financial Measures

The following tables reconcile the Company’s non-GAAP financial measures to their most directly comparable GAAP financial measures in the Company’s Condensed Consolidated Statements of Income for the six-month periods ended June 29, 2025 and June 30, 2024.

Adjusted Operating Profit, Adjusted Income Before Income Taxes, Adjusted Provision for Income Taxes, Adjusted Net Income Attributable to Sonoco, and Adjusted Diluted EPS

For the six-month period ended June 29, 2025

Dollars in thousands, except per share data Operating Profit Income Before Income Taxes Provision for Income Taxes Net Income Attributable to Sonoco Diluted EPS

As Reported 1

The following tables reconcile the Company’s non-GAAP financial measures to their most directly comparable GAAP financial measures in the Company’s Condensed Consolidated Statements of Income for the nine-month periods ended September 28, 2025 and September 29, 2024.

Adjusted Operating Profit, Adjusted Income from Continuing Operations Before Income Taxes, Adjusted Provision for Income Taxes, Adjusted Net Income Attributable to Sonoco, and Adjusted Diluted EPS

For the nine-month period ended September 28, 2025

Dollars in thousands, except per share data Operating Profit Income from Continuing Operations Before Income Taxes Provision for Income Taxes Net Income Attributable to Sonoco

As Reported (GAAP) 1

$ 497,493 $ 302,186 $ 68,364 $ 670,770 $ 6.74

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Non-operating pension costs — 9,157 2,190 6,967 0.07

Net gains from derivatives

(795) (795) (196) (599) (0.01)

Net losses from derivatives 1,240 1,240 306 934 0.01

Other adjustments 4

3 unchanged sentences

Due to rounding, individual items may not sum appropriately.

1 Operating profit, income before income taxes, and provision for income taxes exclude results related to discontinued operations of $663,564, $638,752, and $209,032, respectively.

2 Acquisition, integration and divestiture related costs relate mostly to the Company’s December 2024 acquisition of Eviosys and the April 2025 divestiture of TFP.

3 Loss/(gain) on divestiture of business primarily consists of the gain on the sale of the Company’s Thermoformed and Flexibles Packaging business, included in “Net income from discontinued operations” in the Company’s Condensed Consolidated Statements of Income.

4 Other adjustments include discrete tax items primarily related to tax rate changes on AOCI and rate differences between non-U.S.

jurisdictions related to acquisitions/divestitures.

1 Operating profit, income from continuing operations before income taxes, and provision for income taxes exclude results related to discontinued operations of $663,564, $638,752, and $209,032, respectively.

2 Acquisition, integration and divestiture-related costs relate primarily to the Company’s December 2024 acquisition of Eviosys and the April 2025 divestiture of TFP.

3 Loss/(Gain) on divestiture of business primarily consists of the gain on the sale of TFP, included in “Net income from discontinued operations” in the Company’s Condensed Consolidated Statements of Income, and the recognition of a deferred tax benefit on the outside basis difference related to the ThermoSafe business being classified as held for sale.

4 Other adjustments include discrete tax items primarily related to tax rate changes, an adjustment to deferred taxes from post-acquisition restructuring of the partitions business, provision-to-return adjustments related to the divested TFP business, and an increase in the valuation allowance on foreign tax credits.

SONOCO PRODUCTS COMPANY

For the six-month period ended June 30, 2024

Dollars in thousands, except per share data Operating Profit Income Before Income Taxes Provision for Income Taxes Net Income Attributable to Sonoco Diluted EPS

As Reported 1

For the nine-month period ended September 29, 2024

Dollars in thousands, except per share data Operating Profit Income from Continuing Operations Before Income Taxes Provision for Income Taxes Net Income Attributable to Sonoco Diluted EPS

As Reported (GAAP) 1

$ 270,491 $ 158,242 $ 40,146 $ 206,909 $ 2.09

Acquisition, integration and divestiture-related costs 2

43,201 73,382 12,659 64,064 0.64

Changes in LIFO inventory reserves (197) (197) (49) (148) —

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Restructuring/Asset impairment charges 55,122 55,122 10,938 47,260 0.48

Gain on divestiture of business (4,478) (4,478) 1,222 (5,700) (0.06)

Loss on divestiture of business 27,292 27,292 1,676 25,616 0.26

Other income, net — (5,867) — (5,867) (0.06)

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Due to rounding, individual items may not sum appropriately.

1 Operating profit, income before income taxes, and provision for income taxes exclude results related to discontinued operations of $84,442, $83,341, and $20,040, respectively.

2 Other adjustments includes discrete tax items primarily related to a $4,455 adjustment to deferred taxes from the post-acquisition restructuring of the partitions business.

1 Operating profit, income from continuing operations before income taxes, and provision for income taxes exclude results related to discontinued operations of $110,465, $108,794, and $25,675, respectively.

2 Acquisition, integration and divestiture related costs include losses on treasury lock derivative instruments and amortization of financing fees totaling $30,181 related to debt instruments associated with the financing of the Eviosys acquisition.

These amortization costs are included in “ Interest expense ” in the Company’s Condensed Consolidated Statements of Income.

3 Other adjustments include discrete tax items primarily related to a $10,070 adjustment to deferred taxes from the post-acquisition restructuring of the partitions business.

SONOCO PRODUCTS COMPANY

Adjusted EBITDA 1

Six Months Ended

Dollars in thousands June 29, 2025 June 30, 2024

Nine Months Ended

Dollars in thousands September 28, 2025 September 29, 2024

Net income attributable to Sonoco $ 670,770 $ 206,909

7 unchanged sentences

Changes in LIFO inventory reserves 1,755 (197)

Gain on divestiture of business (619,507) (4,478)

(Gain)/Loss on divestiture of business

(616,476) 27,292

Acquisition, integration and divestiture-related costs 60,421 47,553

Other income, net

Net gains from derivatives (795) (3,771)

Net loss/(gain) from derivatives

1,240 (3,981)

Other non-GAAP adjustments 2,949 851

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1 Adjusted EBITDA is calculated on a total Company basis, including both continuing operations and discontinued operations.

SONOCO PRODUCTS COMPANY

The following tables reconcile segment operating profit, the closest GAAP measure of profitability, to Segment Adjusted EBITDA.

Segment and All Other Adjusted EBITDA and Adjusted EBITDA Margin Reconciliation

For the Six Months Ended June 29, 2025

For the Nine Months Ended September 28, 2025

Dollars in thousands Consumer Packaging segment Industrial Paper Packaging segment All Other Corporate Total

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— — — 9,297 9,297

Net gains from derivatives 7

Net loss from derivatives 7

— — — 1,240 1,240

4 unchanged sentences

Segment Adjusted EBITDA Margin 17.8 % 19.5 % 17.6 %

SONOCO PRODUCTS COMPANY

1 Included in Corporate is the amortization of acquisition intangibles associated with the Consumer Packaging segment of $118,232, the Industrial Paper Packaging segment of $16,405, and the All Other group of businesses of $551.

3 Included in Corporate are restructuring/asset impairment charges/(income) associated with the Consumer Packaging segment of $2,709, the Industrial Paper Packaging segment of $20,763, and the All Other group of businesses of $(27).

2 These expenses relate to charges from third-party financial institutions related to our 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.

3 Included in Corporate are restructuring/asset impairment charges/(income) associated with the Consumer Packaging segment of $37,736, the Industrial Paper Packaging segment of $31,944, and income associated with the All Other group of businesses of $(27).

4 Included in Corporate are changes in LIFO inventory reserves associated with the Consumer Packaging segment of $1,755.

5 Included in Corporate are acquisition, integration and divestiture-related costs associated with the Consumer Packaging segment of $22,502 and the Industrial Paper Packaging segment of $528.

6 Included in Corporate are net losses on the divestiture of businesses associated with the Industrial Paper Packaging segment of $6,266, including a loss of $2,083 from the sale of a recycling facility in Asheville, N.C.

and losses totaling $4,183 related to the sale of a production facility in France and the entirety of our business in Venezuela.

7 Included in Corporate are net gains from derivatives associated with the Consumer Packaging segment of $(76), the Industrial Paper Packaging segment of $(688), and the All Other group of businesses of $(31).

SONOCO PRODUCTS COMPANY

6 Included in Corporate are net losses on the divestiture of businesses associated with the Industrial Paper Packaging segment of $6,297, including losses of $5,390 related to the sale of the Company’s operations in Venezuela and $2,114 from the sale of a recycling facility in Asheville, North Carolina, partially offset by a gain of $(1,207) from the sale of a production facility in France and a charge associated with the All Other group of businesses of $3,000 related to the pending divestiture of ThermoSafe.

7 Included in Corporate are net losses from derivatives associated with the Consumer Packaging segment of $120, the Industrial Paper Packaging segment of $1,072, and the All Other group of businesses of $48.

Segment and All Other Adjusted EBITDA and Adjusted EBITDA Margin Reconciliation

For the Six Months Ended June 30, 2024

For the Nine Months Ended September 29, 2024

Dollars in thousands Consumer Packaging segment Industrial Paper Packaging segment All Other Corporate Total

9 unchanged sentences

— — — 43,201 43,201

Gain on divestiture of business 5

Loss on divestiture of business 5

— — — 27,292 27,292

10 unchanged sentences

4 Included in Corporate are acquisition, integration and divestiture-related costs associated with the Consumer Packaging segment of $144 and the Industrial Paper Packaging segment of $3,658.

5 Included in Corporate are gains from the divestiture of businesses, including $(1,250) from the sale of the S3 business, part of the Industrial Paper Packaging segment, and $(3,228) from the sale of the Protective Solutions business, part of the the All Other group of businesses.

6 Included in Corporate are net gains from derivatives associated with the Consumer Packaging segment of $(583), the Industrial Paper Packaging segment of $(2,467), and the All Other group of businesses of $(721).

5 Included in Corporate are net losses from the divestiture of businesses within the Industrial Paper Packaging segment of $28,715, including a loss of $29,965 from the sale of two production facilities in China, partially offset by a gain of

SONOCO PRODUCTS COMPANY

$(1,250) from the sale of the S3 business, and a gain on divestiture of businesses associated with the the All Other group of businesses of $(1,423) related to the sale of Protexic.

6 Included in Corporate are net gains from derivatives associated with the Consumer Packaging segment of $(624), the Industrial Paper Packaging segment of $(2,628), and the All Other group of businesses of $(729).

FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

Operating activities used cash of $14.7 million in the first six months of 2025 , while providing cash of $275.5 million in the same period of 2024, a year-over-year decrease of $290.1 million.

Operating activities provided cash of $276.9 million and $437.6 million in the first nine months of 2025 and 2024, respectively, a year-over-year decrease of $160.7 million.

GAAP net income increased by $463.3 million year over year, primarily as a result of the gain on the divestiture of TFP, partially offset by higher depreciation and amortization.

Net working capital used $263.4 million of cash in the first six months of 2025, while using $29.2 million in the same period of 2024, for a year-over-year decrease in operating cash flow of $234.2 million.

Accounts receivable used $34.8 million less cash during the first six months of 2025 than in the same period of 2024 as a result of the impact of the changing mix in customer payment terms and strong focus on cash management.

Inventory used cash of $203.8 million in the first six months of 2025, while it provided cash of $15.4 million in the same period of 2024 due to higher overall inventory levels, mainly in tinplate steel, reflecting the impacts of both inflation and seasonality.

Accounts payable provided cash of $8.1 million in the first six months of 2025 and provided cash of $57.9 million in the same period of 2024 due to timing of purchases and scheduled payments.

Net working capital used $299.7 million of cash in the first nine months of 2025, while using $115.8 million in the same period of 2024, for a year-over-year decrease in operating cash flow of $183.8 million.

Accounts receivable used $37.5 million less cash during the first nine months of 2025 than in the same period of 2024 as a result of a changing mix in customer payment terms and strong focus on cash management.

Inventory used cash of $108.5 million in the first nine months of 2025, while using $6.7 million in the same period of 2024 due to higher overall inventory levels, mainly in tinplate steel, reflecting the impacts of both inflation and seasonality.

Accounts payable used cash of $46.1 million in the first nine months of 2025 and provided cash of $73.5 million in the same period of 2024 due to timing of purchases and scheduled payments.

The Company has continued to actively manage inventories and review payment terms with customers and suppliers to address risk and balance economic benefit.

Changes in accrued expenses and other assets and liabilities used $98.2 million of cash in the first six months of 2025 and $3.7 million of cash in the same period of 2024, for a higher year-over-year use of cash of $94.5 million.

The primary drivers contributing to the change include higher year-over-year payments related to management incentive compensation of $30.3 million, interest of $14.2 million, and restructuring initiatives of $14.9 million.

Additionally, prepaid expenses provided $9.0 million of cash in 2025 and used $51.1 million of cash in 2024, reflecting lower advance payments year over year for steel purchases from China.

Income taxes payable provided $198 million of cash in 2025, compared to $6.6 million in 2024, primarily due to the gain from the sale of TFP business, and the deferral of the majority of the related payment to the second half of 2025.

Investing activities provided $1,645.3 million of cash in the first six months of 2025, compared with using $96.6 million in the same period of 2024.

Changes in accrued expenses and other assets and liabilities used $44.8 million of cash in the first nine months of 2025 and provided $43.6 million of cash in the same period of 2024, for a higher year-over-year use of cash of $88.5 million.

The primary drivers contributing to the change include higher year-over-year payments related to management incentive compensation of $28.9 million, interest of $26.1 million, and acquisition/divestiture-related costs of $27.2 million.

Additionally, prepaid expenses provided $31.1 million of cash in 2025 and used $38.9 million of cash in 2024, reflecting lower advance payments year over year for steel purchases from Ch ina.

Income taxes payable provided $192.1 million of cash in 2025, compared to $23.3 million in 2024, primarily due to the deferral of payments on the gain from the sale of the TFP business.

One-half of the related tax payments will be made in the fourth quarter of 2025 and the remainder in the first quarter of 2026.

Investing activities provided $1,584.3 million of cash in the first nine months of 2025, compared with using $178.1 million of cash in the same period of 2024.

The higher year-over-year provision of cash of $1,762.4 million was primarily the result of the sale of the Company’s TFP business on April 1, 2025 for which the Company received net cash proceeds totaling $1,807.5 million, and a final working capital settlement of $16.5 million related to the December 2024 acquisition of Eviosys.

Proceeds from sale of businesses in the first six months of 2024 were $81.5 million, primarily from the sale of the Company’s Protexic business.

Capital expenditures during the first six months of 2025 totaled $187.5 million, a $7.8 million increase year over year.

Financing activities used $1,776.8 million and $178.0 million of cash in the six-month periods ended June 29, 2025 and June 30, 2024, respectively.

The primary driver of the $1,598.8 million higher year-over-year use of cash was net debt repayments totaling $1,668.9 million during the first six months of 2025, including the repayment upon maturity of the $400 million aggregate principal amount of the Company’s 1.800% notes due February 2025, largely funded by commercial paper borrowings, and the April 2025 repayment of the outstanding $1,500 million principal amount of borrowings under its 364-day term loan facility and a portion of its outstanding commercial paper borrowings using cash proceeds from the sale of TFP.

Net debt repayments in the first six months of 2024 were $80.2 million.

Proceeds from sale of businesses in the first nine months of 2024 were $81.2 million, primarily from the sale of Protexic.

Capital expenditures during the first nine months of 2025 totaled $253.4 million, a $17.9 million decrease from the prior year.

Investing cash flows in the first nine months of 2024 also reflect the Company’s $10.0 million investment in a small South Carolina-based designer and manufacturer of sustainable protective packaging solutions.

Additionally, proceeds from the settlement of a net investment hedge provided $9.1 million of cash in the first nine months of 2024.

Financing activities used $2,090.3 million of cash in the first nine months of 2025 and provided $1,529.5 million of cash in the same period of 2024.

The use of cash during the first nine months of 2025 reflected net debt repayments totaling $1,938.4 million, including the repayment upon maturity of the $400 million aggregate principal amount of the Company’s 1.800% notes due February 2025, largely funded by commercial paper borrowings, and the April 2025 repayment of the outstanding $1,500 million principal amount of borrowings under its 364-day term loan facility and a portion of its outstanding commercial paper borrowings using cash proceeds from the sale of TFP.

Net debt proceeds in the first nine months of 2024 were $1,714.1 million, including $1,779.9 million of net proceeds from the issuance of senior unsecured notes in September 2024 to fund a portion of the cash consideration for the Eviosys acquisition.

These proceeds were partially offset by $74.5 million of principal repayments on the Company’s syndicated term loan during the first nine months of 2024.

Other financing costs in the first nine months of 2024 included $19.0 million in fees related to a 364-day senior unsecured bridge term loan facility obtained in June 2024 in connection with the Eviosys acquisition.

Cash used to pay dividends increased by $3.4 million year over year, reflecting the increase in the quarterly dividend payment from $0.52 per share to $0.53 per share approved by the Company’s Board of Directors in April 2025.

Cash used to repurchase the Company’s common stock to satisfy employee tax withholding obligations in association with the exercise of certain share-based compensation awards was $10.6 million in the six-month period ended June 29, 2025, compared to $9.2 million in the corresponding prior-year period.

During the six-month period ended June 29, 2025, the Company reported a net increase in cash and cash equivalents of $32.9 million due to currency translation adjustments resulting from a weaker U.S.

Cash used to repurchase the Company’s common stock to satisfy employee tax withholding obligations in association with the exercise of certain share-based compensation awards was $10.6 million in the nine-month period ended September 28, 2025, compared to $9.2 million in the corresponding prior-year period.

SONOCO PRODUCTS COMPANY

During th e nine-month period ended September 28, 2025, the Company reported a net increase in cash and cash equivalents of $31.9 million due to currency translation adjustments resulting from a weaker U.S.

dollar relative to the majority of the foreign currencies in which the Company’s cash and cash equivalents were held.

The Company’s cash balances are held in numerous locations throughout the world.

At June 29, 2025 and December 31, 2024, approximately $174.1 million and $190.1 million, respectively, of the Company’s reported cash and cash equivalents balances of $329.8 million and $431.0 million, respectively, were held outside of the United States by its foreign subsidiaries.

At September 28, 2025 and December 31, 2024, approximately $186.5 million and $190.1 million, respectively, of the Company’s reported cash and cash equivalents balances of $244.9 million and $431.0 million, respectively, were held outside of the United States by its foreign subsidiaries.

Cash held outside of the United States is available to meet local liquidity needs or for capital expenditures, acquisitions, and other offshore growth opportunities.

SONOCO PRODUCTS COMPANY

The Company uses a notional pooling arrangement with an international bank to help manage global liquidity requirements.

3 unchanged sentences

The Company’s $1.25 billion commercial paper program is supported by the revolving credit facility.

At June 29, 2025 , the Company had $354.6 million in commercial paper balances outstanding;

accordingly, the committed capacity available for drawdown under its revolving credit facility at June 29, 2025 was $895.4 million.

At September 28, 2025 , the Company had $90.0 million in commercial paper balances outstanding;

accordingly, the committed capacity available for drawdown under its revolving credit facility at September 28, 2025 was $1.16 billion.

The Company has the contractual right to draw funds directly on the underlying revolving credit facility, which could possibly occur if there were a disruption in the commercial paper market.

1 unchanged sentence

On April 3, 2025, the Company repaid the outstanding $1.50 billion principal amount of borrowings under its 364 -day term loan facility using a portion of the cash proceeds from the sale of TFP.

At June 29, 2025, the Company had scheduled debt maturities of approximately $437 million over the next twelve months.

The Company believes that cash and cash equivalents on hand, expected net cash flows generated from operating and investing activities, available capacity under the Company’s increased borrowing arrangements, and proceeds from potential divestitures, will provide sufficient liquidity to cover the remaining debt maturities and other cash flow needs of the Company over the next twelve months and beyond.

The outstanding $700 million principal amount of borrowings under the t erm loan due December 2026 will become payable upon completion of the ThermoSafe divestiture.

Accordingly, the net obligation of $699.1 million has been classified as “Notes payable and current portion of long-term debt” in the Company’s Condensed Consolidated Balance Sheets.

At September 28, 2025, the Company had scheduled debt maturities of approximately $1.369 billion over the next twelve months.

The Company believes that cash and cash equivalents on hand, expected net cash flows generated from operating and investing activities, available capacity under the Company’s increased borrowing arrangements, and proceeds from the pending ThermoSafe divestiture, will provide sufficient liquidity to cover the remaining debt maturities and other cash flow needs of the Company over the next twelve months and beyond.

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.

The Company continually explores strategic acquisition opportunities that may result in the use of cash.

3 unchanged sentences

Future funding requirements beyond the current year will vary depending largely on investment performance, future actuarial assumptions, and legislative actions.

SONOCO PRODUCTS COMPANY

Fair Value Measurements, Foreign Exchange Exposure and Risk Management

6 unchanged sentences

The Company’s foreign operations are exposed to political, geopolitical, and cultural risks, but these risks are mitigated by diversification and the relative stability of the countries in which the Company has significant operations.

SONOCO PRODUCTS COMPANY

The economy in Venezuela has been considered highly inflationary under U.S.

3 unchanged sentences

Economic conditions in Venezuela worsened considerably over the past several years with no indications that conditions were likely to improve in the foreseeable future.

As a result, the Company sold its operations in Venezuela during the first quarter of 2025, recognizing a loss in the amount of $5.4 million, including $3.8 million of cumulative translation losses that were reclassified from accumulated other comprehensive income.

Turkey has been deemed to be a highly inflationary economy under U.S.

3 unchanged sentences

dollars with changes recorded through earnings.

The cumulative impact of applying highly inflationary accounting to Turk ey has been a pretax charge to earnings of $8.1 million ($6.3 million after tax), including $0.2 million ($0.2 million after tax) during th e six-month period ended June 29, 2025.

The cumulative impact of applying highly inflationary accounting to Turk ey has been a pretax charge to earnings of $9.5 million ($7.3 million after tax), including $1.6 million ($1.2 million after tax) during th e nine-month period ended September 28, 2025.

Th e magnitude of future earnings impacts, however, is uncertain as such impacts are dependent upon unpredictable movements in the Turkish lira relative to the U.S.

In addition to remeasurement-related charges, significant deterioration in the Turkish economy could result in the recognition of future impairment charges.

However, the Company believes its exposure is limited to its net investment in Turkey, which was approximat ely $48 million as of June 29, 2025.

However, the Company believes its exposure is limited to its net investment in Turkey, which was approximat ely $49 million as of September 28, 2025.

The Company is a purchaser of various raw material inputs such as recovered paper, energy, steel, aluminum, and plastic resin.

3 unchanged sentences

In addition, the Company may occasionally use traditional, unleveraged interest-rate swaps to manage its mix of fixed and variable rate debt and control its exposure to interest rate movements within select ranges.

At June 29, 2025, t he Company had derivative contracts outstanding to hedge the prices on a portion of anticipated aluminum purchases.

At September 28, 2025, t he Company had derivative contracts outstanding to hedge the prices on a portion of anticipated aluminum purchases.

These contracts, some of which qualify as cash flow hedges, include aluminum swaps totaling 6,916 metric tons.

The total fair value of the Company’s commodity cash flow hedges netted to a loss position of $0.3 million and a gain position of $0.7 million 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 $0.3 million .

The total fair value of the Company’s commodity cash flow hedges netted to a gain position of $0.4 million and a gain position of $0.7 million at September 28, 2025 and December 31, 2024, respectively.

The amount of the gain included in accumulated other comprehensive income/(loss) at September 28, 2025 expected to be reclassified to the income statement during the next twelve months is $0.3 million .

SONOCO PRODUCTS COMPANY

The Company routinely enters into derivative currency contracts to mitigate the risk of unfavorable fluctuations in the exchange rate on certain anticipated foreign currency cash flows.

T he total market value of these instruments resulted in a net gain po sition of $1.2 million and a net loss position of $1.8 million at June 29, 2025 and December 31, 2024, respectively .

In addition, at June 29, 2025, the Company had various currency contracts outstanding to hedge the currency exposure of intercompany debt and foreign currency denominated receivables and payables.

T he total market value of these instruments resulted in a net gain po sition of $1.4 million and a net loss position of $1.8 million at September 28, 2025 and December 31, 2024, respectively .

In addition, at September 28, 2025, the Company had various currency contracts outstanding to hedge the currency exposure of intercompany debt and foreign currency denominated receivables and payables.

Although placed as economic hedges, the Company does not apply hedge accounting to these instruments.

As such, changes in fair value are recorded directly to income and expense in the periods that they occur.

The fair value of the Company’s non-designated deriva tives position was a gain o f $4.3 million and a loss of $2.7 million at June 29, 2025 and December 31, 2024, respectively.

The fair value of the Company’s non-designated deriva tives position was a gain o f $0.1 million and a loss of $2.7 million at September 28, 2025 and December 31, 2024, respectively.

In 2023, the Company became a party to cross-currency swap agreements with a total notional amount of $500 million to effectively convert a portion of the Company’s fixed-rate U.S.

6 unchanged sentences

The foreign currency translation gain of approximately $3.1 million, net of tax, is included as a component of “Accumulated other comprehensive income/(loss).”

SONOCO PRODUCTS COMPANY

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 million, 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 million, 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 million, maturing on February 1, 2027.

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

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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 $9.1 million and $18.1 million 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 receivables for the cross-currency swaps totaling $9.0 million and $27.1 million 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 $218.2 million and a gain position of $11.9 million at June 29, 2025 and December 31, 2024, respectively.

Foreign currency translati on loss of $162.6 million (net of income taxes of $55.7 million ) and gain of $8.9 million (net of income taxes of $3.0 million) 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 $202.1 million and a gain position of $11.9 million at September 28, 2025 and December 31, 2024, respectively.

Foreign currency translati on loss of $150.6 million (net of income taxes of $51.5 million ) and gain of $8.9 million (net of income taxes of $3.0 million) were reported as components of “Accumulated other comprehensive income/(loss)” withi n “Foreign currency items” at September 28, 2025 and December 31, 2024, respectively.

SONOCO PRODUCTS COMPANY

The Company has an investment in preferred stock of a nonaffiliated private company that is accounted for under the measurement alternative of cost less impairment, adjusted for any qualifying observable price changes.

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

The preferred stock balance of $21.2 million is included in “Other assets” in the Company’s Condensed Consolidated Balance Sheet as of June 29, 2025 .

During the first six months of 2025, the U.S.

dollar weakened appreciably against most of the functional currencies in which the Company’s foreign investments are held, including the euro, the British pound, the Moroccan dirham, the Polish zloty, and the Mexican peso .

The impact of these changes, and the changes in the net investment hedge discussed above, resulted in a net translation gain of approximately $462 million being recor ded in “Accumulated other comprehensive income/(loss)” during the six-month period ended June 29, 2025.

The preferred stock balance of $21.2 million is included in “ Other Assets ” in the Company’s Condensed Consolidated Balance Sheet as of September 28, 2025 .

During the first nine months of 2025, the U.S.

dollar weakened against most of the functional currencies in which the Company’s foreign investments are held, including the euro, the British pound, the Moroccan dirham, the Polish zloty, the Mexican peso, and the Brazilian real.

The impact of these changes, and the changes in the net investment hedge discussed above, resulted in a net translation gain of approximately $454 million being recor d ed in “Accumulated other comprehensive income/(loss)” during the nine-month period ended September 28, 2025.

Restructuring and Impairment

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Information regarding new accounting pronouncements is provided in Note 3 to the Company’s Condensed Consolidated Financial Statements, included in Part I, Item 1 of this Form 10-Q.

SONOCO PRODUCTS COMPANY

Critical Accounting Estimates

Impairment of Goodwill

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

If the fair value of a reporting unit exceeds the carrying value of that reporting unit, there is no impairment.

If the carrying value of a reporting unit exceeds the fair value of that reporting unit, an impairment charge to goodwill is recognized for the excess.

The Company’s reporting units, as determined in accordance with ASC 350, “Intangibles-Goodwill and Other,” are the same as, or one level below, its operating segments, as determined in accordance with ASC 280, “Segment Reporting.”

The Company completed its most recent annual goodwill impairment testing during the third quarter of 2025.

For testing purposes, the Company performed an assessment of each reporting unit using either a qualitative evaluation or a quantitative test.

The qualitative evaluations involved consideration of factors such as the macroeconomic environment, the industry, the Company’s overall financial performance, the current and projected financial performance of specific reporting units, and business strategy changes.

The quantitative tests, described further below, relied on management’s long-term financial projections for the reporting units and took into consideration, among other things, specific business unit risk, the countries in which the reporting units operate, and implied fair values based on comparable trading multiples.

When performing a quantitative analysis, the Company estimates the fair value of its reporting units using an equal weighting of the income and market approaches.

Under the income approach, the Company uses a discounted cash flow model based on projections of future years’ operating results and associated cash flows.

The Company’s assessments reflect significant management assumptions and estimates related to the Company’s forecast of sales growth, EBITDA, and discount rates, which are validated by observed comparable trading and transaction multiples based on guideline public companies under the market approach.

The Company’s model discounts projected future cash flows, forecasted over a five-year period, with an estimated residual growth rate.

The Company’s projections incorporate management’s estimates of the most-likely expected future results.

Projected future cash flows are discounted to present value using a discount rate that management believes is appropriate for the reporting unit.

The Company’s assessments, whether qualitative or quantitative, incorporate management’s expectations for the future, including forecasted growth rates and/or margin improvements.

Therefore, should there be changes in the relevant facts and circumstances and/or expectations, management’s conclusions regarding goodwill impairment may change as well.

In considering the level of uncertainty regarding the potential for goodwill impairment, management has concluded that any such impairment would, in most cases, likely be the result of adverse changes in more than one assumption.

Management considers the assumptions used to be its best estimates across a range of possible outcomes based on available evidence at the time of the assessment.

Other than in the Metal Packaging EMEA and Global Paper Products Asia Pacific (“APAC”) reporting units, which are discussed below, there is no specific singular event or single change in circumstances management has identified that it believes could reasonably result in a change to the expected future results in any of its reporting units significant enough to result in goodwill impairment.

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 management’s opinion, a change of such magnitude would more likely be the result of changes to some combination of the factors identified above, a general deterioration in competitive position, introduction of a superior technology, significant unexpected changes in customer preferences, an inability to pass through significant raw material cost increases, and other such items as identified in “Item 1A.

Risk Factors” in the Company’s 2024 Annual Report on Form 10-K.

Although no reporting units failed the annual impairment test, in management’s opinion the goodwill balances of the Metal Packaging EMEA and Global Paper Products APAC reporting units are individually at risk of impairment in the near term if each reporting unit’s operation does not perform in line with management’s expectations, or if there is a negative change in the long-term financial outlook for each reporting unit or in other factors such as the particular discount rates used.

Total goodwill associated with the Metal Packaging EMEA and Global Paper Products APAC reporting units was $1,361.3 million and $26.7 million, respectively, at September 28, 2025.

SONOCO PRODUCTS COMPANY

Sensitivity Analysis

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 carrying values by approximately 3.1% and 9.0%, respectively.

Based on an 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 their individual carrying values.

Other Critical Accounting Estimates

See Part II, Item 7, “Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2024.

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 2. Management’s Discussion and Analysis