What changed in this filing

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Item 1. Business

2026-02-26 compared with 2025-02-28 · 59 added, 54 removed, 185 unchanged (38% of the section changed)

14 unchanged sentences

On December 4, 2024 , the Company completed the acquisition of Eviosys, Europe’s leading food cans, ends and closures manufacturer, from KPS Capital Partners, LP (“KPS”), for an aggregate purchase price of approximately $3.8 billion.

The transaction advances Sonoco’s portfolio transformation strategy to simplify and realign its portfolio and position the Company for long-term growth and value creation.

The transaction is expected to expand Sonoco’s global leadership in metal food can and aerosol packaging and facilitate Sonoco’s ability to partner with global customers and advance innovation and sustainability in metal packaging offerings.

Following the integration process, Eviosys will transition to the Sonoco brand over the coming months and will operate under Sonoco’s Consumer Packaging segment.

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

(“Toppan”) for approximately $1.8 billion on a cash-free and debt-free basis and subject to customary adjustments (the “Transaction”).

The Transaction, which reflects the completion of the previously announced strategic review of Sonoco’s Thermoformed and Flexibles Packaging business, is subject to customary closing conditions, including regulatory approvals, and is expected to close in the first half of 2025.

In accordance with applicable accounting guidance, the results of TFP are presented as discontinued operations in the Consolidated Statements of Income and, as such, have been excluded from both continuing operations and segment results for all periods presented in this Annual Report on Form 10-K.

Further, the Company reclassified the assets and liabilities of TFP as assets and liabilities of discontinued operations in the Consolidated Balance Sheets as of December 31, 2024 and 2023.

The transaction advanced Sonoco’s portfolio transformation strategy to simplify and realign its portfolio.

The transaction, the largest in the Company’s history, expanded Sonoco’s global leadership in metal food can and aerosol packaging and facilitates Sonoco’s ability to partner with global customers and advance innovation and sustainability in metal packaging offerings.

Eviosys operates under the Consumer Packaging segment as Sonoco Metal Packaging, Europe, Middle East, and Africa (“EMEA”).

The Company’s decision in December 2024 to sell TFP represented a major strategic shift in operations.

Therefore, in accordance with applicable accounting guidance, the results of TFP are presented as discontinued operations in the Consolidated Statements of Income and, as such, have been excluded from both continuing operations and segment results for all periods presented in this Annual Report on Form 10-K and the assets and liabilities of TFP are classified as assets and liabilities of discontinued operations in the Consolidated Balance Sheets.

The 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 Annual Report on Form 10-K reflect only the continuing operations of Sonoco unless otherwise noted.

On April 1, 2025, the Company completed the sale of TFP to TOPPAN Holdings Inc.

(“Toppan”) for approximately $1.8 billion on a cash-free and debt-free basis and subject to customary adjustments.

See Notes 1 and 2 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K for additional information.

On November 3, 2025, the Company completed the sale of ThermoSafe, its temperature-assured packaging business and part of the All Other group of businesses, to Arsenal Capital Partners (“Arsenal”), a private equity firm, for net cash consideration of $656 million paid at closing on a cash-free and debt-free basis and subject to customary adjustments.

The sale of ThermoSafe substantially concluded the Company’s portfolio transformation goal of streamlining its operations from a large portfolio of diversified businesses into two core global business segments.

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Further information about the Company’s reportable segments is provided in Note 20 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

Following the sale of ThermoSafe, the Company’s industrial and specialty plastics business is the only remaining business in the All Other category.

Effective January 1, 2026, this business will be reported within the Industrial Paper Packaging segment and the use of the All Other category will be discontinued.

Effective January 1, 2024, the Company began conducting its recycling operations, part of the Industrial Paper Packaging segment, as a procurement function.

As a result, no recycling net sales were recorded and the margin from the Company’s recycling operations reduced “Cost of sales” in the Company’s Consolidated Statements of Income for the year ended December 31, 2024 as these activities are no longer a part of ongoing major operations.

As a result, no recycling net sales were recorded and the margin from the Company’s recycling operations reduced “Cost of sales” in the Company’s Consolidated Statements of Income for the years ended December 31, 2025 and 2024 as these activities are no longer a part of ongoing major operations.

Consumer Packaging

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With the acquisitions of Eviosys in December 2024 and Metal Packaging in January 2022, we expanded our manufacturing capability in steel and aluminum metal fabrication beyond our existing metal ends and closures products to include metal food and household packaging products for vegetables, tomatoes, fruit, spray cleaners, paint, and other products.

In 2024, Sonoco’s rigid paper containers were the Company’s largest revenue-producing group of products and services, representing approximately 27% of the Company’s consolidated net sales in the year ended December 31, 2024.

This group comprised 28% and 25% of consolidated net sales in 2023 and 2022, respectively.

In 2025, metal cans and rigid paper containers were the Company’s largest revenue-producing groups of products and services representing approximately 45% and 20%, respectively, of the Company’s consolidated net sales.

In 2024 and 2023, rigid paper containers were the Company’s largest revenue-producing group of products and services, representing 27% and 28%, respectively, of consolidated net sales.

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The Company is consolidating its global metal packaging and rigid paper containers businesses under one structure based on two geographies - Consumer Packaging, EMEA and Asia-Pacific (“APAC”) and Consumer Packaging, Americas.

The Company believes the new geographically integrated structure creates a simpler and more efficient operating model that will lead to further innovation, collaboration and growth opportunities.

Industrial Paper Packaging

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Products across this segment support multiple end markets in consumer staples (food and beverage, food distribution, household and personal products), consumer discretionary (home building, appliances, apparel, and home furnishings), and industrials (construction and building products, and industrial distribution), as well as various other end markets.

In 2024, Sonoco’s tubes and cores products were the Company’s second largest revenue-producing group of products, representing approximately 23% of the Company’s consolidated net sales in the year ended December 31, 2024.

In 2025, Sonoco’s tubes and cores products were the Company’s third largest revenue-producing group of products, representing approximately 16% of the Company’s consolidated net sales in the year ended December 31, 2025.

This group comprised 23% of cons olidated net sales in both 2024 and 2023.

The businesses grouped as All Other accounted for approximately 5%, 8%, and 11% of the Company’s consolidated net sales in the years ended December 31, 2025, 2024 and 2023, respectively.

The operations in All Other consisted of approximately 24 plants throughout the world as of December 31, 2024.

Products within the All Other businesses consist of a variety of packaging materials including plastic, paper, foam, and various other specialty materials.

All Other businesses serve a wide variety of end markets including consumer staples, consumer discretionary, and industrial.

On April 1, 2024, the Company completed the sale of Protexic, part of the All Other group of businesses, to Black Diamond Capital Management, LLC.

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

The declining percentages reflect the divestitures of the Protective Solutions business (“Protexic”), a business that provided foam components and integrated material solutions for various industrial end markets, on April 1, 2024, and ThermoSafe, the Company’s temperature-assured packaging business, on November 3, 2025.

As of December 31, 2025, the operations in All Other consisted of approximately 5 plants in the Company’s industrial and specialty plastics business.

As noted above, effective January 1, 2026, this business will be reported within the Industrial Paper Packaging segment and the use of All Other will be discontinued.

Other Aspects of the Company’s Business

4 unchanged sentences

Typically, product distribution is directly from the manufacturing plant to the customer, but in some cases, product is warehoused in a mutually advantageous location to be shipped to the customer as needed.

Raw Materials – The principal raw materials used by the Company are recovered paper, paperboard, steel, aluminum, and plastic resins.

Raw Materials – The principal raw materials used by the Company are recovered paper, paperboard, steel, and aluminum.

Raw materials are purchased from several outside sources.

3 unchanged sentences

Patents, trademarks, and proprietary technology are also acquired through acquisitions and business combinations.

The 2024 acquisition of Eviosys resulted in the Company acquiring trademarks including Eviosys ®, Mivisa ®, Easy Lift ®, and Bican ®, among others.

Patents and proprietary technology are managed globally by a Sonoco intellectual capital management team through the Company’s subsidiary, Sonoco Development, Inc.

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A second intellectual capital subsidiary of Sonoco, SPC Resources, Inc., globally manages Sonoco’s trademarks, service marks, copyrights, and internet domain names.

Most of Sonoco’s products are marketed worldwide under trademarks such as Sonoco ®, SmartSeal ®, Sonotube ®, Sealclick ®, Sonopost ®, and UltraSeal ®, among others.

Most of Sonoco’s products are marketed worldwide under trademarks such as Sonoco ®, Sonotube ®, and Sonopost ®, among others.

Sonoco’s registered web domain names provide information about Sonoco, including its people, products, locations, and governance.

Trademarks and domain names are licensed to outside companies, utilizing quality control metrics, where appropriate.

Seasonality – Although demand for the majority of the Company’s products is not seasonal to any significant degree, the Company’s Metal Packaging operations generally experience higher sales and operating profits during the second and third quarters of the year as demand for certain products increases during the peak of the food packaging season.

Seasonality – Although demand for the Company’s rigid paper containers and tube and cores products is not seasonal to any significant degree, the Company’s Metal Packaging operations generally experience higher sales and operating profits during the second and third quarters of the year as demand for certain products increases during the peak of the food packaging season.

Dependence on Customers – On an aggregate basis during 2025, the five largest customers in the Consumer Packaging and Industrial Paper Packaging segments accounted for approximately 23% and 11%, respectively, of each segment’s net sales.

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The Company does not carry a significant backlog and, in general, aligns its customer deliveries on a built-to-order basis.

Competition – The Company sells its products in highly competitive markets, which include paper, textile, film, food, packaging, construction, and wire and cable.

Competition – The Company sells its products in highly competitive markets, which include paper, packaging, textile, film, food, construction, and wire and cable.

All of these markets are influenced by the overall rate of economic activity, and their behavior is principally driven by supply and demand.

Because we operate in highly competitive markets, we regularly bid for new and continuing business.

Losses or awards of business from our largest customers, customer changes to alternative forms of packaging, and the repricing of business can have a significant effect on our operating results.

Losses or awards of business from our largest customers, customer changes to alternative forms of packaging, and the repricing of business can have a significant effect on

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our operating results.

The Company manufactures and sells many of its products globally.

1 unchanged sentence

The Company also believes that its technological leadership, reputation for quality, and vertical integration are competitive advantages.

Expansion of the Company’s

5 FORM 10-K SONOCO 2024 ANNUAL REPORT

product lines and global presence is driven by the rapidly changing needs of its major customers, who demand high-quality, state-of-the-art, environmentally compatible packaging, wherever they choose to do business.

Expansion of the Company’s product lines and global presence is driven by the rapidly changing needs of its major customers, who demand high-quality, state-of-the-art, environmentally compatible packaging, wherever they choose to do business.

It is important to be a low-cost producer in order to compete effectively.

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Sustainability – Packaging plays a fundamental role in providing safe and hygienic delivery systems for food, medicines, and other essential products around the world.

During 2024, our VP-led Global Sustainability team, which leads the Company’s global sustainability programs, became a part of our Legal & Compliance department.

This change allows us to continue our focus on global sustainability efforts to provide our customers with a wide selection of sustainable products and support related disclosure requirements.

Since 2024, our VP-led Global Sustainability team, which leads the Company’s global sustainability programs, has been part of our Legal & Compliance department, allowing us to continue our focus on global sustainability efforts to provide our customers with a wide selection of sustainable products and support related disclosure requirements.

In partnership with our employees, we are committed to promoting sustainable practices in our business.

We emphasize a culture of accountability and strive to conduct our business in a manner that is fair, ethical, and responsible to earn the trust of our employees.

Our sustainability goals include reducing greenhouse gas emissions, energy and water usage, the use of single use plastics, and the environmental impact of our packaging products.

Our sustainability goals include reducing greenhouse gas emissions, energy and water usage, and using life cycle assessment to measure and reduce the environmental impact of our packaging products.

We are working to continue to ensure we can make relevant on-pack recyclability claims for our consumer-based product portfolio, while also ensuring we are closing the loop through continued use of post-consumer recycled content.

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This focus on human capital is reinforced by our global Policies on Business Conduct and through increasing employee awareness, education, communication, and training.

As of December 31, 2024, Sonoco had approximately 28,000 full-t ime equivalent employees, including approximately 6,500 who joined the Company effective December 4, 2024 in connection with the Eviosys acquisition.

The majority of our employees have historically been concentrated in the United States;

however, with the acquisition of Eviosys, a significant portion of our employees are also concentrated in Europe.

We consider our employee relations to be strong.

Following the divestitures of TFP and ThermoSafe in 2025, Sonoco had approximately 22,000 full-t ime equivalent employees as of December 31, 2025, of which approximately 35% are located in the United States, 42% in Europe, and 23% in other geographies .

The majority of our employees were historically concentrated in the United States;

however, with the divestitures of TFP and ThermoSafe in 2025 and the acquisition of Eviosys in December 2024, a significant portion of our employees are now also concentrated in Europe.

We have la bor unions in all regions of our operations.

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We have focused on attracting qualified candidates, the professional development of our employees, our promotion and compensation structure, and employee retention efforts.

We made significant progress in talent acquisition during 2024 despite a challenging labor market.

We believe talent acquisition remained a strength for the organization in 2025 despite challenging labor market conditions globally.

People Objectives

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Protecting the health and safety of our employees is a priority, and we are committed to providing a safe and healthy working environment for all our employees.

6 FORM 10-K SONOCO 2025 ANNUAL REPORT

We use global and local incident data, along with a strong set of leading indicators, to create program and safety improvement action plans to reduce exposures that lead to at-risk situations.

Injury rates in 2024 were generally stable year over year with decr eases observed in total injuries, high potential injuries and serious injuries compared to 2023.

Injury rates in 2025 were generally stable year over year with decreases observed in total injuries, high potential injuries and serious injuries compared to 2024.

We continue to focus on preventing serious and disabling injuries across the organization and have demonstrated progress in reducing exposure to high-risk hazards within the manufacturing operations.

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In addition, our Making Decisions Differently initiative, which we started in October 2023, aims to enhance employees’ ability to make better safety decisions on the manufacturing floor.

This is the largest training initiative in the history of the company with over 12,000 employees starting the program in the past 15 months.

We expect this initiative to positively impact our safety, quality and productivity by increasing engagement using improved decision making techniques.

6 FORM 10-K SONOCO 2024 ANNUAL REPORT

This initiative has been administered to manufacturing employees globally and continues to grow as a routine part of our daily operations to identify and communicate about workplace exposures.

We believe that this initiative has positively impacted our safety, quality and productivity by increasing engagement using improved decision making techniques.

Other employee well-being resources include wellness courses and a variety of online training classes, as well as other programs to promote mental and physical health.

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In addition, we conduct regular talent succession assessments along with individual performance reviews for salaried employees in which managers provide regular feedback and coaching to assist with the development of our employees, including the use of individual development plans to assist with individual career development.

We o ffer competitive benefits packages that we believe reflect the needs of our workforce.

We o ffer competitive benefits packages that we believe reflect the needs of our workforc e.

In the United States, we provide medical, dental, and vision benefits, life and disability coverage, education reimbursement, and paid time off.

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Joined Sonoco in 1985.

Coker is the brother-in-law of J.R.

Coker is the brother-in-law of John R.

Haley, Chairman of Sonoco’s Board of Directors.

Cheatham 62 Interim Chief Financial Officer since January 2025 and Vice President Global Finance, Industrial Paper Packaging since 2022.

Previously, Staff Vice President of Finance, Industrial North America, 2019-2022;

Director of Finance - Global Tubes and Cores, 2015-2022.

Paul Joachimczyk 53 Chief Financial Officer since June 30, 2025.

Previously, Senior Vice President, Chief Financial Officer and Corporate Secretary of American Woodmark Corporation, 2022-2025;

Vice President, Chief Financial Officer and Corporate Secretary of American Woodmark Corporation, 2020-2022.

Joined Sonoco in 2025.

Fuller 64 Chief Operating Officer since 2022 .

Retiring effective April 11, 2026.

Previously, Executive Vice President, Global Industrial and Consumer, 2020-2022;

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Florence, Jr.

46 General Counsel, Secretary, and Vice President and General Manager, Industrial Paper Packaging, North America since 2025.

Previously, General Counsel, Secretary, Vice President and General Manager, Converted Paper Products, North America, 2022-2025;

47 Vice President, General Counsel and Secretary since 2016.

Additionally, General Counsel, Secretary, and Vice President and General Manager, Industrial Paper Packaging, North America 2025;

General Counsel, Secretary, Vice President and General Manager, Converted Paper Products, North America, 2022-2025;

Vice President, General Counsel, Human Resources and Secretary, 2019-2022.

1 unchanged sentence

Joined Sonoco in 2015.

Sean Cairns 54 President, Global Rigid Paper Packaging since 2022.

Previously, Vice President and General Manager, Rigid Paper Products Europe, 2008-2022.

Joined Sonoco in 2008.

Grissett 55 President, Global Flexibles and Thermoforming since 2024.

Previously, President, Global Flexibles Division, 2022-2023;

Vice President and General Manager, Global Flexibles, 2019-2022;

Vice President and General Manager, Global Protective Solutions, 2017-2019.

Sean Cairns 55 President, Consumer Packaging, EMEA/APAC since November 2025.

Previously, President, Global Rigid Paper Packaging, 2022-2025.

Vice President and General Manager, Rigid Paper Products Europe, 2008-2022.

Joined Sonoco in 2008.

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Joined Sonoco in 1985.

Haynes III 52 President, Sonoco Metal Packaging Division since 2022.

Previously, Vice President, Rigid Paper Containers, North America, 2021-2022;

Haynes III 53 President, Consumer Packaging, Americas since November 2025.

Previously, President, Sonoco Metal Packaging Division, 2022-2025.

Vice President, Rigid Paper Containers, North America, 2021-2022;

Division Vice President and General Manager of Rigid Paper and Containers, North America, 2018-2021.

2 unchanged sentences

Joined Sonoco in 1997.

Cheatham 63 Vice President, Corporate FP&A since July 2025.

Previously, Interim Chief Financial Officer, January 2025 - June 2025;

Vice President, Global Finance, Industrial Paper Packaging 2022-2025;

Staff Vice President of Finance, Industrial North America, 2019-2022;

Director of Finance - Global Tubes and Cores, 2015-2022.

Joined Sonoco in 1988.

51 Vice President, Global Human Resources since 2023.

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

What changed 10-K

Item 1. Business