What changed in this filing

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Item 1A. Risk Factors

2026-02-26 compared with 2025-02-28 · 102 added, 75 removed, 469 unchanged (27% of the section changed)

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We have operations throughout North and South America, Europe, Australia and Asia, with approxim ately 265 owned and leased facilities in 37 countries as of Decembe r 31, 2025.

In 2024, approximately 33% of consolidated sales came from operations outside of the United States, and we significantly expanded our international operations with the acquisition of Eviosys in December 2024.

In 2025, approximately 52% of consolidated sales came from operations outside of the United States, reflecting the significant expansion of our international operations with the December 2024 acquisition of Eviosys.

Management of global operations is extremely complex, and operations in foreign countries are subject to local statutory and regulatory requirements, differing legal environments, and other additional risks that may not exist, or be as significant, in the United States.

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• foreign governments’ restrictive trade policies, customs, import/export and other trade compliance regulations;

• compliance with and changes in applicable foreign laws and regulations, including with respect to data privacy, artificial intelligence (“AI”), consumer protection, environmental and antitrust matters;

• changes to multilateral conventions, treaties, tariffs and trade measures or other arrangements between or among sovereign nations;

• compliance with and changes in applicable foreign laws and regulations, including with respect to data privacy, AI, consumer protection, environmental and antitrust matters;

• compliance with U.S.

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• the potential for nationalization or expropriation of our enterprises or facilities without appropriate compensation;

• political, social, legal and economic instability, civil unrest, war and other geopolitical tensions (such as the ongoing conflicts between Russia and Ukraine and in the Middle East), catastrophic events, acts of terrorism, and health emergencies or widespread outbreaks of infectious diseases (such as COVID-19).

• political, social, legal and economic instability, civil unrest, war, expansion of same and other geopolitical tensions (such as the ongoing conflict between Russia and Ukraine and uncertainty in the Middle East, the potential escalation of tensions between China and Taiwan, and the potential impact of recent events in Venezuela on Latin America), catastrophic events, acts of terrorism, and health emergencies or widespread outbreaks of infectious diseases.

As discussed further elsewhere in this Annual Report on Form 10-K and in our other filings with the SEC, some of these risks have already affected us.

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Global economic conditions and disruptions in the credit markets could adversely affect our business, financial condition, and results of operations.

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Likewise, uncertainty about or a decline in global or regional economic conditions has in the past and could in the future have a significant impact on the financial stability of our suppliers and customers, and has and can in the future adversely impact demand for our products.

For example, during the COVID-19 pandemic, we previously experienced adverse effects on customer stability and demand for our products.

For example, during the COVID-19 pandemic, we experienced adverse effects on customer stability and demand for our products.

Potential effects on us include financial instability, inability to obtain credit to finance operations, and insolvency.

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We are subject to governmental export and import control laws, economic sanctions, anti-corruption laws and other regulations in certain jurisdictions where we do business that could subject us to liability or impair our ability to compete in these markets.

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We also ceased sourcing from Russian suppliers.

As part of the Eviosys acquisition, we acquired certain existing operations in Russia.

While we are still evaluating these operations, Russia carries a heightened risk from an export controls and sanctions perspective, including export control restrictions and restrictions concerning transactions involving sanctioned persons and the provision of certain services and investments.

These export control and sanctions restrictions may impair our ability to leverage these Russian operations and adversely affect its financial condition.

As part of the Eviosys acquisition in December 2024, we acquired certain existing operations in Russia.

These operations carry a heightened risk from an export controls and sanctions perspective, including export control restrictions and restrictions concerning transactions involving sanctioned persons and the provision of certain services and investments.

These export controls and sanctions may impair our ability to leverage these Russian operations.

We expect that continuing to operate in Russia in compliance with applicable U.S., EU, UK, and other laws and regulations will require us to expend substantial resources and devote significant management attention.

Any failure to comply with applicable requirements could expose us to significant penalties, expenses incurred relating to government investigations, inquiries, or subpoenas, and reputational harm.

Although we have policies and procedures in place to promote compliance with such laws, there can be no assurance that they will be followed at all times or effectively detect and prevent all a violations of export control laws and economic sanctions in connection with these operations in Russia will not occur.

Although we have policies and procedures in place to promote compliance with such laws, there can be no assurance that they will be followed at all times or effectively detect and prevent all violations of export control laws and economic sanctions in connection with these operations in Russia.

U.S., EU, UK, and other economic sanctions, export controls and related laws and regulations may increase and make continuing such Russia operations impracticable or impossible.

Further, the Russian government has recently seized the assets of several Western companies, including metal can manufacturers, placing them under state control, or “temporary administration,” and Russia or another country could take similar actions in the future.

Our operations in Russia accounted for approximately 1% of the Company’s net sales in 2025 and approximately 0.5% of the Company’s total assets at December 31, 2025.

Export control laws and economic sanctions may also have an indirect adverse effect on our business.

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Economic sanctions against Russia have also contributed to adverse changes in the global price and availability of natural gas, raw materials and finished goods, which could reduce our sales and earnings or otherwise have an adverse effect on our operations.

Any future additional export controls or sanctions imposed by the United States, the United Kingdom, the European Union, or other countries could further exacerbate these effects.

Any future additional export controls or sanctions imposed by the US, the UK, the EU, or other countries could further exacerbate these effects.

Further, our operations are subject to anti-corruption laws and sanctions regulations concerning both private and public-sector corruption in various jurisdictions where we do business.

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We continue to face uncertainty with respect to trade relations between the United States and many of its trading partners.

For example, the United States and China have imposed significant tariffs on certain products in recent years, and the current administration has proposed and in some cases implemented further increase of tariffs on Chinese and other foreign imports into the United States.

Such tariffs have had, and we expect that they will continue to have, an adverse effect on our costs of products sold and margins in our North America operations.

Additional measures targeting U.S.

trade with China, including the expansion of U.S.

export controls targeting China and Chinese companies, could potentially have an adverse effect on our consolidated financial condition and results of operations.

In addition, in July 2020, the United States-Mexico-Canada Agreement, which replaced the North American Free Trade Agreement, became effective.

In response to this agreement, other countries may change their own trade policies, including the imposition of additional tariffs and quotas, which could also adversely affect our business outside the United States.

For example, during 2025, the U.S.

government announced, delayed, re-imposed and revised a series of broad-based, as well as country-, bloc- and sector-specific, tariffs on imports, as well as other trade policy changes.

In August 2025, the U.S.

government set firmly established reciprocal tariff rates for various countries that were, for the most part, incremental increases over the previously established baseline rate of 10%.

Some countries announced retaliatory actions or plans for retaliatory actions, which gave rise to further escalations of trade measures by the United States and impacted countries.

Such tariffs and other trade restrictions, and uncertainty related thereto, have had, and may in the future have, an adverse direct effect on our costs of products sold and margins and have had, and may in the future have, an adverse indirect effect due to reduced demand for our products or other impacts to our customers, suppliers or other business partners.

On February 20, 2026, the U.S.

Supreme Court invalidated certain of the tariffs implemented by the U.S.

This ruling and any future changes in tariffs or other trade policies may result in additional changes and have further direct and indirect adverse effects on our consolidated financial

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condition and results of operations.

The Company is continuing to monitor and evaluate the full impact of the U.S.

Supreme Court ruling and changing trade policies and regulations.

In addition, in response to the United States-Mexico-Canada Agreement (“USMCA”), other countries may change their own trade policies, including the imposition of additional tariffs and quotas, which could also adversely affect our business outside the United States.

If further tariffs are imposed on a broader range of imports, further retaliatory trade measures are taken by countries in response to tariffs, or efforts are made to withdraw from or substantially modify such agreements, then we may be required to raise our prices or incur additional expenses, which may result in the loss of customers and harm our sales, earnings, business, financial condition, and results of operations.

In order to mitigate the impact of these trade-related increases on our costs of products sold, we have increased and may in the future increase prices in certain markets and, over the longer term, make changes in our supply chain and potentially, our U.S.

manufacturing strategy.

Implementing price increases may cause our customers to find alternative sources for their products.

We may be unable to successfully pass on these costs through price increases, adjust our supply chain without incurring significant costs, or locate alternative suppliers for raw materials or finished goods at acceptable costs or in a timely manner.

Further, the uncertainty surrounding U.S.

trade policy makes it difficult to make long-term strategic decisions regarding the best way to respond to these pressures and could also increase the volatility of currency exchange rates.

Furthermore, the duty preferential treatment for goods that qualify for the USMCA was temporarily exempted from the United States 25% tariff on Mexican and Canadian goods, and although Canada imposed retaliatory tariffs on goods coming from the United States that did not originally exempt USMCA-qualified goods, Canada lifted many of its retaliatory tariffs in September 2025, apart from those on steel, aluminum, and autos.

Some of the enumerated goods subject to these tariffs include products and materials shipped to Sonoco’s plants in Canada, and the Company may be unable to claim end-use exemptions to mitigate the impact of such tariffs.

These or any future retaliatory measures, the removal of the exemption by the United States, or other changes to the USMCA or other trade arrangements, could impact our operations by increasing the cost of imported raw materials and finished goods from Canada and Mexico.

Tariff increases have in the past had, and we expect that such measures and any additional measures will in the future have, an adverse effect on our costs of products sold and margins, including by increasing the cost of imported raw materials, which costs we may be unable to pass on to our customers without affecting demand, and potentially disrupting supply chains, causing delays and logistical challenges.

In order to mitigate the impact of these trade-related increases on our costs of products sold, we have increased, and may further increase in the future, prices in certain markets and, over the longer term, make changes in our supply chain and potentially, our global manufacturing strategy.

For example, in 2025, the U.S.

government announced the expansion of Section 232 tariffs on steel and aluminum imported into the United States (“Section 232 Tariffs”).

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

A portion of the steel and aluminum we purchase for our metal packaging and industrial paper packaging businesses is sourced from outside the United States, and although we generally negotiate agreements to share tariff costs with brokers from which we purchase certain raw materials and have the contractual ability to pass on cost increases due to tariffs to our customers, we may be unable to maintain such cost sharing and cost pass-on practices, and any price increases may cause our customers to find alternative suppliers and result in reduced demand for our products.

If we are unable to successfully reduce or pass on these costs through price increases, adjust our supply chain without incurring significant costs, or locate alternative suppliers for raw materials or finished goods at acceptable costs or in a timely manner, our net sales, costs, and margins could be adversely affected.

Higher tariffs also may increase the cost of purchasing and maintaining manufacturing equipment used in our operations.

We believe the impact of higher tariffs on purchases of manufacturing equipment, while modest to our results of operations, will result in higher cash costs of such items and may therefore reduce both the number of capital projects we are able to undertake and the return on investment on such capital projects.

Further, the Company may incur higher costs due to tariffs on maintenance and repair spending.

If we are unable to effectively manage the impact of higher tariffs on our capital expenditures and repairs and maintenance spending through price pass-through mechanisms or locating lower-cost alternative suppliers, our results of operations, including our cash flows, could be materially and adversely affected.

Further, the uncertainty surrounding global trade policy and its broader economic impacts requires significant management attention and makes it difficult to make long-term strategic decisions regarding the best way to respond to these pressures.

Such uncertainty has in the past increased, and may in the future increase the volatility of currency exchange rates.

In addition, even if we are able to mitigate the direct impacts to our operations from changes in U.S.

and foreign trade policy, our sales volumes have been, and may in the future be, adversely affected by reduced sales of or demand for end products incorporating our packaging products or changes in consumer behavior, whether resulting from increased costs of such products attributable to increased tariffs or other trade barriers or the broader economic impact of such measures, such as increased inflation, decreased consumer spending or other adverse macroeconomic trends.

Our inability to effectively manage the adverse impacts of changing U.S.

and foreign trade policies could materially and adversely impact our consolidated financial condition and results of operations.

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Currency exchange rate fluctuations may adversely affect our results of operations and shareholders’ equity.

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Depending on the direction, changes in those rates will either increase or decrease net sales, costs, net income, and other balances reported in U.S.

Our acquisition of Eviosys increases our exposure to the effects of such changes.

Our acquisition of Eviosys increased our exposure to the effects of such changes.

Although we monitor our exposures and, from time to time, may use forward currency contracts to hedge certain forecasted foreign currency transactions or foreign currency denominated assets and liabilities, our hedging activities do not completely insulate us from the effects of foreign currency fluctuations and also expose us to counterparty risk of nonperformance.

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Changes in domestic and global economic conditions may have an adverse impact on our business operations and financial results.

Because of the nature of our products and services, general economic downturns in the United States and globally can adversely affect our business operations and financial results.

Current global economic challenges, including inflationary pressures, supply chain disruptions, currency fluctuations, geopolitical uncertainty, military conflicts, increased interest rates and recession risks, as well as the rising debt levels of the United States and other countries, are likely to continue to put pressure on the economy, and on us.

For example, during 2022 and 2023, the U.S.

Federal Reserve raised its benchmark interest rate to combat inflation.

Although the Federal Reserve lowered rates by a total of 100 basis points in three separate actions in September, November, and December 2024, and has indicated that it expects to further reduce interest rates in 2025, high interest rates may persist and may, among other things, reduce the availability and increase the costs of obtaining new variable rate debt and refinancing existing indebtedness, and adversely impact our financial condition and results of operations.

Current global economic challenges, including inflationary pressures, supply chain disruptions, changing tariffs and other trade restrictions, currency fluctuations, geopolitical uncertainty, military conflicts, increased interest rates and recession risks, as well as the rising debt levels of the United States and other countries, are likely to continue to put pressure on the economy, and on us.

For example, the U.S.

Federal Reserve raised its benchmark interest rate by a total of 525 basis points during 2022 and 2023 in order to combat inflation.

Although the Federal Reserve subsequently lowered rates by a total of 175 basis points during 2024 and 2025, relatively high interest rates may persist and may, among other things, reduce the availability and increase the costs of obtaining new variable rate debt and refinancing existing indebtedness, and adversely impact our financial condition and results of operations.

Additionally, such increases in rates put additional pressure on consumers and the economy in general, which can in turn lead, and has in recent periods led, to reduced consumption of products incorporating our packaging.

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Weakened global economic conditions may also result in unfavorable changes in our product price/mix and lower profit margins.

We have experienced most of these conditions to some extent as a result of the global economic impact of the pandemic.

All of these factors may have a material and adverse effect on our business, results of operations, financial condition, and prospects.

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Principal examples are recovered paper, paperboard, steel, aluminum and plastic resins.

Prices and availability of these raw materials are subject to substantial fluctuations that are beyond our control due to factors such as changing economic conditions, inflation, currency and commodity price fluctuations, tariffs, resource availability, transportation costs, weather conditions and natural disasters, war, political unrest and instability (such as the ongoing conflicts between Russia and Ukraine and in the Middle East), and other factors impacting supply and demand pressures.

Prices and availability of these raw materials are subject to substantial fluctuations that are beyond our control due to factors such as changing economic conditions, inflation, currency and commodity price fluctuations, tariffs, resource availability, transportation costs, weather conditions and natural disasters, war, political unrest and instability (such as the ongoing conflict between Russia and Ukraine and uncertainty in the Middle East, the potential escalation of tensions between China and Taiwan, and the potential impact of recent events in Venezuela on Latin America), and other factors impacting supply and demand pressures.

Increases in costs can have an adverse effect on our business and financial results.

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Any failure of a third-party transportation provider to deliver raw materials or finished products in a timely manner could harm our reputation, adversely impact our customer relationships, and have a material and adverse effect on our financial condition and results of operations.

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We may be unable to achieve, or may be delayed in achieving, adequate returns from our efforts to optimize our operations, which could have an adverse effect on our financial condition and results of operations.

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increased difficulty and costs in implementing these efforts;

and the incurrence of other unexpected costs associated with operating the business.

and the incurrence of other unexpected costs associated with operating the

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As a result, there can be no assurance that we will realize these benefits.

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Such a disruption could occur as a result of any number of events including but not limited to:

political events, trade and other international disputes, war (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), terrorism, industrial accidents, major equipment failure, labor stoppages, transportation failures affecting the supply and shipment of materials, disruptions at our suppliers, fire, severe weather conditions (including as a result of climate change), natural disasters and disruptions in utility services, as well as disruptions related to localized or widespread public health events (including epidemics or pandemics, such as the COVID-19 pandemic).

political events, trade and other international disputes, war (such as the ongoing conflict between Russia and Ukraine as well as the economic sanctions related thereto, and uncertainty in the Middle East, the potential escalation of tensions between China and Taiwan, and the potential impact of recent events in Venezuela on Latin America), terrorism, industrial accidents, major equipment failure, labor stoppages, transportation failures affecting the supply and shipment of materials, disruptions at our suppliers, fire, severe weather conditions (including as a result of climate change), natural disasters and disruptions in utility services, as well as disruptions related to localized or widespread public health events (including epidemics or pandemics).

These types of disruptions could materially and adversely affect our earnings to varying degrees depending upon the facility, the duration of the disruption, and our ability to shift business to another facility or find alternative sources of materials or energy.

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We continually evaluate potential acquisitions and strategic investments that are significant to our business both in the United States and internationally.

We have invested a substantial amount of capital in acquisitions, joint ventures, and strategic investments, including our acquisition of Eviosys in December 2024, the acquisitions of the Chattanooga Mill and the remaining equity interest in RTS Packaging in September 2023, and the acquisition of Metal Packaging in January 2022, and we expect that we will continue to evaluate potential acquisitions, joint ventures, and strategic investments in the future.

We have invested a substantial amount of capital in acquisitions, joint ventures, and strategic investments, including our acquisition of Eviosys in December 2024, the acquisition of a paper mill in Chattanooga, Tennessee (the “Chattanooga Mill”) and the remaining equity interest in RTS Packaging, LLC in September 2023, and the acquisition of Metal Packaging in January 2022, and we expect that we will continue to evaluate potential acquisitions, joint ventures, and strategic investments in the future.

Acquisitions, joint ventures, and strategic investments involve numerous risks.

As has happened from time to time in the past, acquired businesses may not achieve the expected levels of revenue, profitability or productivity, or otherwise perform as expected, and acquisitions may involve significant cash expenditures, debt incurrence, operating losses, and expenses that could have a material and adverse effect on our financial condition and results of operations.

Acquisitions also involve special risks, including, without limitation, the potential assumption of unanticipated liabilities and contingencies, and the challenges of effectively integrating acquired businesses.

Acquisitions also involve special risks, including, without limitation, the impairment of goodwill and other intangible assets, the potential assumption of unanticipated liabilities and contingencies, and the challenges of effectively integrating acquired businesses.

Other risks and challenges associated with acquisitions include, without limitation:

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• disruptions to our ongoing businesses;

• changes to our pricing model;

• inaccurate estimates of fair value in accounting for acquisitions and amortization of acquired intangible assets, which could reduce future reported earnings;

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• potential loss of major customers and suppliers;

• challenges associated with operating in new geographic regions;

• challenges associated with operating in new geographic regions and competitive environments;

• challenges associated with the operation of new, different or more complex operations;

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• potential failure to obtain sufficient indemnification rights to fully offset possible liabilities associated with acquired businesses.

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Even if we are successful in integrating our acquisitions, such acquisitions may not ultimately be successful or accretive to earnings, and we may not realize the expected benefits from such transactions within the anticipated time frame, or at all.

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However, we may not be able to identify suitable acquisition candidates or complete acquisitions on acceptable timing, terms, and conditions.

Other companies in our industries have similar investment and acquisition strategies to ours, and competition for acquisitions may intensify.

Other companies in our industries have similar investment and acquisition strategies to ours, and competition

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for acquisitions may intensify.

If we are unable to identify acquisition candidates that meet our criteria, our potential for growth may be restricted.

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From time to time, we have closed higher-cost facilities, implemented reductions in force, sold non-core assets and businesses, and otherwise restructured operations, and are likely to do so again, in an effort to improve cost competitiveness and profitability and reduce leverage.

For example, in 2024 we completed the divestiture of Protexic, which manufactured molded expanded polypropylene and expanded polystyrene foam components serving the automotive, electronics, appliances, and other markets, reached an agreement to sell TFP, and we have initiated a review of strategic alternatives for our ThermoSafe business.

In addition, in 2024, we permanently closed our uncoated paperboard mill operations in Sumner, Washington as part of our strategy to rationalize our mill network and lower operating costs.

In 2023 we divested our U.S.

and Mexico BulkSak businesses, sold our timberland properties, and closed several high-cost operations.

As a result, restructuring and divestiture costs have been, and are expected to continue to be, a recurring component of our operating costs, the magnitude of which could vary significantly from year to year depending on the scope of such activities.

For example, in 2025 we completed the divestitures of TFP and ThermoSafe, and in 2024, we completed the divestiture of Protexic.

In addition, during 2024 and 2025, we permanently closed a paper mill in Mexico and a paper mill in the United States as part of our strategy to rationalize our mill network and lower operating costs, closed metal can facilities in France and Spain, and closed several other high-cost operations.

A s a result, restructuring and divestiture costs have been, and are expected to continue to be, a recurring component of our operating costs, the magnitude of which could vary significantly from year to year depending on the scope of such activities.

Divestitures and restructuring may result, and have in the past resulted, in significant financial charges for the write-off or impairment of assets, including goodwill and other intangible assets.

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As a result, we may be unable to prevent violations of applicable laws or other misconduct by a joint venture, or the failure to satisfy contractual obligations by one or more parties.

Moreover, a joint venture may not be

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subject to or follow the same requirements regarding compliance, internal controls and internal control over financial reporting that we follow.

Moreover, a joint venture may not be subject to or follow the same requirements regarding compliance, internal controls and internal control over financial reporting that we follow.

To the extent another party makes decisions that adversely impact the joint venture or internal control issues arise within the joint venture, we may have to take responsive actions, or we may be subject to penalties, fines, or other punitive actions for these activities.

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We also face competition that may be larger, more diversified, or better funded than us.

These competitive advantages may enable our competition to adapt more quickly to changing customer or consumer preferences;

changes brought about by public health events, supply chain constraints, inflationary pressures, currency fluctuations, geopolitical uncertainty, and increased interest rates;

These competitive advantages may enable our competition to adapt more quickly to changing customer or consumer preferences, including with respect to more sustainable products and packaging;

changes brought about by public health events, supply chain constraints,

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inflationary pressures, currency fluctuations, geopolitical uncertainty, and increased interest rates;

or the introduction of new products, technologies, and equipment, including advanced technologies such as AI.

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If our competitors invest in, develop and utilize AI tools more effectively than us to innovate and introduce go-to-market solutions more rapidly and compete more effectively on quality and price, we could lose business and the profitability of our business could be reduced.

We have started to cautiously introduce certain AI capabilities via Microsoft CoPilot in our environment, and some of our business solution partners have also added AI capabilities to their tooling, but usage is still minimal.

We have started to introduce certain AI capabilities via Microsoft CoPilot in our environment, and some of our business solution partners have also added AI capabilities to their tooling, but usage is still minimal.

Any impact arising from the use of AI by our competitors, as well as the loss of business from our larger customers, customer changes to alternative forms of packaging, or renewal of business with less favorable terms, could have a significant and adverse effect on our results of operations.

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Such disruptions could have, and have in the past had, a material and adverse effect on our results of operations.

There has been increased focus from investors, customers, the general public, and governmental and nongovernmental authorities on climate change and GHG emissions.

There has been increased focus from investors, customers, the general public, and certain governmental and nongovernmental authorities on climate change and GHG emissions.

The increasing concern over climate change has resulted, and will continue to result, in transition risks such as shifting customer preferences in favor of more environmentally friendly products, which we may be unable to address, and increased regulation intended to reduce overall GHG emissions.

Such rules and regulations could include, among other things, cap-and-trade programs, carbon taxes, and mandates within certain industries or activities to reduce GHG emissions.

In the United States, the Environmental Protection Agency has issued a number of regulations under the Clean Air Act with the goal of reducing GHG emissions.

Some of our facilities are subject to these regulations, and compliance with such rules and any other regulatory responses to climate change could in the future significantly increase costs and add complexity to our operations.

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In order to align with customer and other stakeholder expectations, we have voluntarily established and publicly disclosed our GHG reduction targets and other environmental, social and governance (“ESG”) goals and sustainability targets.

These targets could prove more costly or difficult to achieve than we expect, and we may be unable to achieve these targets at acceptable cost or at all.

These targets could prove more costly or difficult to achieve than we expect, and we may be unable to achieve these targets at an acceptable cost or at all.

If we are unable to meet these targets and goals on our projected timelines or at all, whether as a result of cost, operational or technological limitations, or if such targets or our progress against them are not perceived to be sufficiently robust, our reputation, as well as our relationships with investors, customers and other stakeholders, could be harmed, which could in turn adversely affect our business, results of operations and prospects.

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In addition, ESG matters have recently been the subject of increased regulatory and stakeholder attention, and emerging and evolving regulatory requirements and frameworks regarding ESG matters.

The changes to existing or imposition of new laws, regulatory requirements, policies, international accords or changing interpretations thereof, changes in the enforcement priorities of regulators, and differing or competing regulations and standards across the markets where we manufacture, distribute and sell our products, as well as relating to

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matters beyond our core products, including environmental sustainability, climate change, human capital and employment matters, has in the past and could continue to result in higher production and manufacturing costs, compliance costs, capital expenditures and other costs, resulting in adverse effects on our business.

past and could continue to result in higher production and manufacturing costs, compliance costs, capital expenditures and other costs, resulting in adverse effects on our business.

In addition, we expect to need to be prepared to contend with overlapping, yet distinct, climate-related disclosure requirements in multiple jurisdictions.

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companies doing business in California to make broad-based climate-related disclosures starting as early as 2026, and other states are also considering new climate change disclosure requirements.

In the European Union, the Corporate Sustainability Reporting Directive, which became effective in 2023, applies to both E.U.

In the European Union, the Corporate Sustainability Reporting Directive, which became effective in 2023, but is in the process of being revised, applies to both E.U.

in-scope entities and would require them to provide expansive disclosures on various sustainability topics.

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Because our supply chain is complex, we may also face reputational risk with our customers and other stakeholders if we are unable to sufficiently verify the origins of all such minerals used in our products.

Changes to laws and regulations dealing with environmental, health and safety, and corporate social responsibility issues (e.g., sustainability) are made or proposed with some frequency, and some of the proposals, if adopted, might, directly or indirectly, result in a material reduction in

For example, we may be subject to future policy changes and regulations that

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the results of operations of one or more of our operating un its.

For example, we may be subject to future policy changes and regulations that discourage the use of single-use plastics and packaging containing per- and polyfluoroalkyl substances (PFAs), mandate certain waste management practices, recycling or the use of recycled content, or place limitations on certain kinds of packaging materials.

discourage the use of single-use plastics and packaging containing per- and polyfluoroalkyl substances (PFAs), mandate certain waste management practices, recycling or the use of recycled content, or place limitations on certain kinds of packaging materials.

Such regulations could both result in customers switching to other packaging formats, and therefore result in lost revenue, and result in increased costs associated with sourcing recycled resins and designing and producing products with enhanced recyclability.

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In addition to interest payments, a significant portion of our cash flow may need to be used to service our indebtedness, and, therefore, may not be available for use in our business.

In addition, although we plan to use the net proceeds of our pending divestiture of TFP and certain future dispositions to reduce our indebtedness, as required under the terms of such term loan facilities, we may be unable to complete this or other contemplated divestitures on the timing we anticipate or at all, which would further burden our debt service and operations and limit our ability to invest in our business.

Although we used the net proceeds from our divestitures of TFP and ThermoSafe in 2025 to reduce our indebtedness, as required under the terms of such term loan facilities, our ability to generate cash from the sale of assets or divestitures of business in the future is limited following the simplification of our portfolio into two core global business segments.

Our ability to generate cash flow is subject to general economic, financial, competitive, legislative, regulatory, and other factors that may be beyond our control.

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Some of our indebtedness is subject to floating interest rates, which would result in our interest expense increasing if interest rates rise.

We on occasion utilize debt instruments with a variable rate of interest, including term loan facilities, under which we had outstanding indebtedness tot aling $2.7 billion as of December 31, 2024.

We on occasion utilize debt instruments with a variable rate of interest, including term loan facilities, under which we had outstanding indebtedness totaling $0.5 billion as of December 31, 2025.

Fluctuations in interest rates can increase borrowing costs and, depending on the magnitude of variable-rate borrowings outstanding, could potentially have a material and adverse effect on our business.

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While we will have to effect any new financing in compliance with the agreements governing our then existing indebtedness, changes in our debt levels and or debt structure may impact our credit rating and costs to borrow, as well as constrain our future financial flexibility in the event of a deterioration in our financial operating performance or financial condition.

At December 31, 2024, scheduled debt maturities in 2025 totaled $2.1 billion .

At December 31, 2025, scheduled debt maturities in 2026 totaled approximately $0.5 billion.

Risks Related to Information Technology and Cybersecurity

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We rely on the successful and uninterrupted functioning of our information technologies to securely manage operations and various business functions, and we rely on diverse technologies to process, store and report information about our business, and to interact with customers, vendors and employees around the world.

As with all large environments, our information technology systems may be susceptible to damage, disruption or shutdown due to natural disaster, hardware or software failure, obsolescence, cyberattack, support infrastructure failure, user errors or malfeasance resulting in malicious or accidental destruction of information or functionality, or other catastrophic events.

As with all large environments, our IT systems may be susceptible to damage, disruption or shutdown due to natural disaster, hardware or software failure, obsolescence, cyberattack, support infrastructure failure, user errors or malfeasance resulting in malicious or accidental destruction of information or functionality, or other catastrophic events.

In addition, we may be subject to cybersecurity-related liabilities from businesses or assets that we acquire.

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Although we attempt to mitigate these risks by employing a number of administrative, physical, technical and process-based measures, including employee training, comprehensive monitoring of our networks and systems, and maintenance of backup and protective systems, our systems, networks, products, and services remain potentially vulnerable to cyber threats.

Furthermore, the tactics, techniques, and procedures used by malicious actors to obtain unauthorized access to information technology systems and networks change frequently and often are not recognizable until launched against a target.

Furthermore, the tactics, techniques, and procedures used by malicious actors to obtain unauthorized access to IT systems and networks change frequently and often are not recognizable until launched against a target.

Accordingly, we may be unable to anticipate these techniques or implement adequate preventative measures.

It is possible that we may in the future suffer a criminal attack whereby unauthorized parties gain access to our information technology networks and systems, including sensitive, confidential or proprietary data, and we may not be able to identify and respond to such an incident in a timely manner.

It is possible that we may in the future suffer a criminal attack whereby unauthorized parties gain access to our IT networks and systems, including sensitive, confidential or proprietary data, and we may not be able to identify and respond to such an incident in a timely manner.

We have continued to explore AI use cases in our operations, but there is no guarantee that our investment in such technologies will result in improvements in productivity, efficiency, or other anticipated benefits.

While we are continuing to analyze potential risks arising from our use of AI, because AI technology is highly complex and rapidly developing, we may not be able to predict all of the risks that may arise relating to our current or any future use of AI.

A security breach of customer, employee, supplier or company information may have a material and adverse effect on our business, financial condition and results of operations.

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Among other factors, changes in discount rates and lower-than-expected investment returns could substantially increase our future plan funding requirements and have an adverse impact on our results of operations and cash flows.

As of December 31, 2024, these plans held a total of approximately $304 million in assets consisting primarily of fixed income securities and mutual funds, funding a portion of the PBOs of the plans.

As of December 31, 2025, these plans held a total of approximately $320 million in assets consisting primarily of mutual funds and fixed income securities, funding a portion of the PBOs of the plans.

If the performance of these assets does not meet our assumptions, or discount rates decline, the net underfunding of the plans may increase and we may be required to contribute additional funds to these plans, and our pension expense may increase, which could adversely affect results of operations and shareholders’ equity.

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The impairment test requires us to analyze a number of factors and make estimates that require judgment.

As a result of this testing, we have in the past recognized goodwill impairment charges , and we have identified three reporting units that are currently at risk of a future impairment charge if actual results fall short of expectations.

As a result of this testing, we have in the past recognized goodwill impairment charges , and we have identified two reporting units, Metal Packaging EMEA and Global Paper Products APAC, that are currently at risk of a future impairment charge if each does not perform in line with management’s expectations, or if there is a negative change in the long-term financial outlook or in other factors such as each reporting unit’s particular discount rate used.

Total goodwill associated with the Metal Packaging EMEA and Global Paper Products APAC reporting units was $1.4 billion at December 31, 2025.

Future changes in the cost of capital, expected cash flows, changes in our business strategy, and external market conditions, among other factors, could require us to record an impairment charge for goodwill, which could lead to decreased assets and reduced net income.

If a significant write down were required, the charge could have a material and adverse effect on our results of operations and shareholders’ equity.

20 FORM 10-K SONOCO 2025 ANNUAL REPORT

Full realization of our deferred tax assets may be affected by a number of factors.

We have deferred tax assets, including United States and foreign operating loss carryforwards, capital loss carryforwards, employee and retiree benefit items, foreign tax credits, and other accruals not yet deductible for tax purposes.

We have established valuation allowances to reduce those deferred tax assets to an amount that we believe is more likely than not to be realized prior to expiration of such deferred tax

19 FORM 10-K SONOCO 2024 ANNUAL REPORT

We have established valuation allowances to reduce those deferred tax assets to an amount that we believe is more likely than not to be realized prior to expiration of such deferred tax assets.

Our ability to use these deferred tax assets depends in part upon our having future taxable income during the periods in which these temporary differences reverse or our ability to carry back any losses created by the deduction of these temporary differences.

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Tax laws and regulations are continuously evolving with corporate tax reform, base-erosion efforts, global minimum tax, and increased transparency continuing to be high priorities in many tax jurisdictions in which we operate.

For example, changes to tax laws and regulations, including various provisions of the Tax Cut and Jobs Act which will expire in 2025 if not extended, may negatively impact our effective tax rate, financial results, or the amount of any tax assets or liabilities.

Changes in this and other laws or regulations, or any change in the position of taxing authorities regarding their application, administration or interpretation, could have a material adverse effect on our business, consolidated financial condition or results of our operations.

The Organisation for Economic Co-operation and Development (“OECD”) has issued the Global Anti-Base Erosion Model Rules (“Pillar II”) which generally provides for multinational organizations to have a minimum effective corporate tax rate of 15% in each jurisdiction in which they operate.

For example, 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 and extends certain provisions of the Tax Cuts and Jobs Act of 2017.

While we do not currently anticipate any material effect on our effective tax rate, financial results, or cash flows for 2026 arising from the OBBBA, any changes in tax laws or regulations, or any change in the position of taxing authorities regarding their application, administration or interpretation, could have a material adverse effect on our business, consolidated financial condition or results of our operations.

The Organisation for Economic Co-operation and Development (“OECD”) has issued the Base Erosion and Profit Shifting (“BEPS”) Pillar II rules which generally provide for multinational organizations to have a minimum effective corporate tax rate of 15% in each jurisdiction in which they operate.

While it is uncertain whether the United States will enact legislation to adopt Pillar II, certain countries in which we operate have enacted legislation, and other countries have introduced legislation to implement the minimum tax directive.

Many aspects of Pillar II were effective for us in 2025, with additional components becoming effective in 2026.

On January 5, 2026, the OECD announced the implementation of a side-by-side (“SbS”) system, which allows U.S.-parented multinationals to be exempt from certain components of the GMT due to having an eligible taxation system already in place under existing U.S.

The SbS system is effective for fiscal years beginning on or after January 1, 2026.

As each country in which we operate evaluates their alignment with the recommendations and enacts GMT rules, the ultimate impact of any such changes on our effective tax rate remains uncertain.

We do not currently anticipate any material effect on our effective tax rate, financial results or cash flows for fiscal 2025 based on currently enacted laws as a result of Pillar II;

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Future changes in tax law could significantly impact our provision for income taxes, the amount of taxes payable, and our deferred tax asset and liability balances.

21 FORM 10-K SONOCO 2025 ANNUAL REPORT

If we fail to continue to maintain effective internal control over financial reporting at a reasonable assurance level, we may not be able to accurately report our financial results, and may be required to restate previously published financial information, which could have a material and adverse effect on our operations, investor confidence in our business and the trading prices of our securities.

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The integration of acquired businesses into our internal control over financial reporting has required, and will continue to require , significant time and resources from our management and other personnel and will increase our compliance costs.

Additionally, maintaining effectiveness of our internal control over financial reporting is made more challenging by the fact that as of December 31, 2024, we had approximately 210 subsidiaries and joint ventures in 40 countri es around the world.

Additionally, maintaining effectiveness of our internal control over financial reporting is made more challenging by the fact that as of December 31, 2025, we had approximately 166 subsidiaries and joint ventures in 37 countries around the world.

There is no assurance that, in the future, material weaknesses will not be identified that would cause management to change its current conclusion as to the effectiveness of our internal controls.

If we fail to maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we could be subject to regulatory scrutiny, civil or criminal penalties or litigation.

If we fail to maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we cou ld be subject to regulatory scrutiny, civil or criminal penalties or litigation.

In addition, failure to maintain adequate internal controls could result in financial statements that do not accurately reflect our financial condition, and we may be required to restate previously published financial information, which could have a material and adverse effect on our operations, investor confidence in our business and the trading prices of our securities.

20 FORM 10-K SONOCO 2024 ANNUAL REPORT

Our disclosure controls and procedures and internal controls may not prevent or detect all errors or acts of fraud.

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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 1A. Risk Factors