What changed in this filing

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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-28 · 24 added, 28 removed, 185 unchanged (22% of the section changed)

10 unchanged sentences

Based on our evaluation under the framework in Internal Control - Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

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

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

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2025 as stated in their report, which appears at the beginning of Item 8 of this Annual Report on Form 10-K.

11 unchanged sentences

Other Information.

Not applicable.

During the three months ended December 31, 2025, none of the Company’s officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company’s securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

11 unchanged sentences

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

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

to the Company.

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

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

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

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

Annual Report on Form 10-K.

A copy of this insider trading policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

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

The audit committee is comprised of the following members:

Drew, Chairperson;

The Audit Committee was comprised of the following members during the year ended December 31, 2025:

Drew, Chairperson, Steven L.

Boyd, Scott A.

Clark (beginning in February 2025), Richard G.

Kyle, Blythe J.

McGarvie (until April 2025), and Thomas E.

The Audit Committee as of the date of this Annual Report on Form 10-K is comprised of the following members:

Drew, Chairperson, Steven L.

Boyd, Scott A.

Clark, Richard G.

and Thomas E.

Kyle, Craig L.

Nix (since February 2026), and Thomas E.

Audit Committee Financial Expert – The Company’s Board has determined that the Company has at least two “audit committee financial experts,” as that term is defined by Item 407(d)(5) of Regulation S-K promulgated by the SEC, serving on its Audit Committee.

33 unchanged sentences

At December 31, 2025, a total of 1,674,656 shares remain available for future grant under the 2024 Plan.

46 FORM 10-K SONOCO 2025 ANNUAL REPORT

The weighted-average exercise price of $55.79 relates to SARs, which account for 516,153 of the 2,034,803 of securities issuable upon exercise.

The remaining 1,518,650 of securities relate to PCSUs, RSUs, and deferred compensation stock units that have no exercise price requirement.

47 FORM 10-K SONOCO 2024 ANNUAL REPORT

Certain Relationships and Related Transactions, and Director Independence.

34 unchanged sentences

Form 10-K Summary.

47 FORM 10-K SONOCO 2025 ANNUAL REPORT

Exhibit Index

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

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

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

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

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

7 unchanged sentences

4-7* Seventh Supplemental Indenture, dated as of September 19, 2024, between Sonoco Products Company and Regions Bank, as Trustee, including Forms of 4.450% Notes due 2026, 4.600% Notes due 2029 and 5.000% Notes due 2034 (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K filed September 19, 2024)

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

10-1** Sonoco Retirement and Savings Plan, amended and restated as of January 1, 2026

10-2** Sonoco Products Company 2008 Long-term Incentive Plan (incorporated by reference to Exhibit 1 to the Company’s Proxy Statement for the Annual Meeting of Shareholders on April 16, 2008)

14 unchanged sentences

10-16** Sonoco Products Company 2024 Omnibus Incentive Plan (incorporated by reference to Appendix 2 to the Company's Proxy Statement for the Annual Meeting of Shareholders on April 17, 2024)

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

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

3 unchanged sentences

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

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

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

Sonoco Products Company Insider Trading Policy

Sonoco Products Company Insider Trading Policy (incorporated by reference to Exhibit 19 to the Registrant’s Form 10-K, filed February 28, 2025)

21 Subsidiaries of the Registrant

12 unchanged sentences

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

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

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

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

1 unchanged sentence

** Indicates management contract or compensatory plan.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on th is 28 th day of February 2025.

SONOCO PRODUCTS COMPANY

President and Chief Executive Officer

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

Cheatham /s/ Aditya Gandhi

Cheatham Aditya Gandhi

Interim Chief Financial Officer Vice President and Chief Accounting Officer

/s/ Paul Joachimczyk /s/ Aditya Gandhi

Paul Joachimczyk Aditya Gandhi

Chief Financial Officer Vice President and Chief Accounting Officer

(principal financial officer) (principal accounting officer)

17 unchanged sentences

/s/ Blythe J.

/s/ Thomas E.

McGarvie/Director

/s/ Thomas E.

Whiddon/Director

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

What changed 10-K

Item 9A. Controls and Procedures