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Item 8. Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data. 
 The Consolidated Financial Statements and Notes to the Consolidated Financial Statements are provided on pages F-1 through F-50 of this report. 
 44 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 
 

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
 
 To the Board of Directors and Shareholders of Sonoco Products Company 
 Opinions on the Financial Statements and Internal Control over Financial Reporting 
 
 
 We have audited the accompanying consolidated balance sheets of Sonoco Products Company and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of income, comprehensive income, changes in total equity and cash flows for each of the three years in the period ended December 31, 2025, including the related notes and financial statement schedule listed in the accompanying index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). 
 
 
 In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. 
 
 
 Basis for Opinions 
 
 
 The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 
 
 
 We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. 
 
 
 Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. 
 
 
 Definition and Limitations of Internal Control over Financial Reporting 
 
 
 A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 
 
 
 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 
 
 
 Critical Audit Matters 
 
 
 The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. 
 
 
 
 
 
 
 F-1 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 Goodwill Impairment Assessment – Metal Packaging EMEA Reporting Unit 
 
 
 As described in Notes 1 and 9 to the consolidated financial statements, the Company’s goodwill balance was $2.5 billion as of December 31, 2025, and the goodwill associated with the Metal Packaging EMEA reporting unit was $1.4 billion. Management assesses goodwill for impairment annually during the third quarter, or from time to time when warranted by the facts and circumstances surrounding individual reporting units or the Company as a whole. As disclosed by management, 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. When performing a quantitative analysis, management estimates the fair value of its reporting units using a weighted average of the income approach (a discounted cash flow model) and market approach (a guideline public companies model). Fair value estimated using a discounted cash flow model reflects significant management assumptions and estimates including the forecast of sales growth during the discrete period, EBITDA, and the discount rate. 
 
 
 The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the Metal Packaging EMEA reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management's significant assumptions related to the forecast of sales growth during the discrete period, EBITDA, and the discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. 
 
 
 Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Metal Packaging EMEA reporting unit. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Metal Packaging EMEA reporting unit; (ii) evaluating the appropriateness of the discounted cash flow model (income valuation approach) used by management; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow model (income valuation approach); and (iv) evaluating the reasonableness of the significant assumptions used by management related to the forecast of sales growth during the discrete period, EBITDA, and the discount rate. Evaluating management’s assumptions related to the forecast of sales growth during the discrete period and EBITDA involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Metal Packaging EMEA reporting unit; (ii) the consistency with external market data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow model (income valuation approach), and (ii) the reasonableness of the discount rate assumption. 
 
 
 
 
 /s/ PricewaterhouseCoopers LLP 
 Charlotte, North Carolina 
 February 26, 2026 
 
 
 We have served as the Company’s auditor since 1967. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 F-2 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 
 

 CONSOLIDATED BALANCE SHEETS 
 Sonoco Products Company 
 (Dollars and shares in thousands) 
 At December 31 
 2025 2024 
 Assets 
 Current Assets 
 Cash and cash equivalents $ 378,398 $ 431,010 
 Trade accounts receivable, net of allowances of $ 12,512 in 2025 and $ 10,989 in 2024 
 842,810 907,526 
 Other receivables 178,755 175,877 
 Inventories 1,121,009 1,016,139 
 
 
 
 Prepaid expenses 125,352 197,134 
 
 Current assets of discontinued operations — 450,874 
 Total Current Assets 2,646,324 3,178,560 
 Property, Plant and Equipment, Net 2,797,800 2,718,747 
 Goodwill 2,511,611 2,525,657 
 Other Intangible Assets, Net 2,683,474 2,586,698 
 Deferred Income Taxes 54,449 17,371 
 Right of Use Asset-Operating Leases 307,450 307,688 
 Other Assets 161,226 208,759 
 Noncurrent Assets of Discontinued Operations — 964,310 
 Total Assets $ 11,162,334 $ 12,507,790 
 Liabilities and Equity 
 Current Liabilities 
 Payable to suppliers $ 1,084,152 $ 1,130,500 
 Accrued expenses and other payables 638,770 463,543 
 Accrued wages and other compensation 138,982 140,912 
 Notes payable and current portion of long-term debt 537,952 2,054,525 
 Accrued taxes 128,821 6,755 
 
 Current liabilities of discontinued operations — 242,056 
 Total Current Liabilities 2,528,677 4,038,291 
 Long-term Debt 3,788,973 4,985,496 
 Noncurrent Operating Lease Liabilities 263,192 258,735 
 Pension and Other Postretirement Benefits 177,976 180,827 
 Deferred Income Taxes 557,034 583,470 
 Other Liabilities 214,650 60,847 
 Noncurrent Liabilities of Discontinued Operations — 113,911 
 Total Liabilities 7,530,502 10,221,577 
 Commitments and Contingencies (Note 18) 
 
 Sonoco Shareholders’ Equity 
 Serial preferred stock, no par value 
 Authorized 30,000 shares 
 
 0 shares issued and outstanding as of December 31, 2025 and 2024 
 
 Common shares, no par value 
 Authorized 300,000 shares 
 
 98,634 and 98,260 shares issued and outstanding as of December 31, 2025 and 2024, respectively 
 7,175 7,175 
 Capital in excess of stated value 191,855 183,250 
 Accumulated other comprehensive income/(loss) 37,204 ( 502,734 ) 
 Retained earnings 3,377,647 2,583,923 
 Total Sonoco Shareholders’ Equity 3,613,881 2,271,614 
 Noncontrolling Interests 17,951 14,599 
 Total Equity 3,631,832 2,286,213 
 Total Liabilities and Equity $ 11,162,334 $ 12,507,790 

 The Notes beginning on page F-8 are an integral part of these consolidated financial statements. 
 F-3 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 
 

 CONSOLIDATED STATEMENTS OF INCOME 
 Sonoco Products Company 
 
 (Dollars and shares in thousands except per share data)
Years ended December 31 2025 2024 2023 
 Net sales $ 7,518,753 $ 5,305,365 $ 5,441,426 
 Cost of sales 5,944,340 4,166,132 4,238,857 
 Gross profit 1,574,413 1,139,233 1,202,569 
 Selling, general and administrative expenses 862,180 723,833 644,540 
 Restructuring/Asset impairment charges, net 
 66,215 65,370 47,909 
 Gain/(Loss) on divestiture of business and other assets 371,717 ( 23,452 ) 78,929 
 Operating profit 1,017,735 326,578 589,049 
 Non-operating pension costs 12,215 13,842 14,312 
 Interest expense 233,485 172,620 135,393 
 Interest income 20,547 27,570 10,026 
 Other (expense)/income, net ( 27,481 ) ( 104,200 ) 39,657 
 
 Income from continuing operations before income taxes 765,101 63,486 489,027 
 Provision for income taxes 183,586 5,509 119,730 
 Income before equity in earnings of affiliates 581,515 57,977 369,297 
 Equity in earnings of affiliates, net of tax 9,523 9,588 10,347 
 Net income from continuing operations 591,038 67,565 379,644 
 Net income from discontinued operations 412,348 96,375 96,257 
 Net income 1,003,386 163,940 475,901 
 Net (income)/loss from continuing operations attributable to noncontrolling interests ( 375 ) 180 ( 768 ) 
 Net income from discontinued operations attributable to noncontrolling interests — ( 171 ) ( 174 ) 
 Net income attributable to Sonoco $ 1,003,011 $ 163,949 $ 474,959 
 Weighted average common shares outstanding: 
 Basic 99,124 98,637 98,294 
 Assuming exercise of awards 447 653 596 
 Diluted 99,571 99,290 98,890 
 Per common share: 
 Basic earnings per common share: 
 Continuing operations $ 5.96 $ 0.69 $ 3.85 
 Discontinued operations 4.16 0.97 0.98 
 Basic earnings per share attributable to Sonoco $ 10.12 $ 1.66 $ 4.83 
 Diluted earnings per common share: 
 Continuing operations $ 5.93 $ 0.68 $ 3.83 
 Discontinued operations 4.14 0.97 0.97 
 Diluted earnings per share attributable to Sonoco $ 10.07 $ 1.65 $ 4.80 
 

 The Notes beginning on page F-8 are an integral part of these consolidated financial statements. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 F-4 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 
 

 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 
 Sonoco Products Company 
 
 (Dollars in thousands) 
 Years ended December 31 
 2025 2024 2023 
 Net income $ 1,003,386 $ 163,940 $ 475,901 
 Other comprehensive income/(loss): 
 Foreign currency translation adjustments 536,942 ( 143,730 ) 70,308 
 Changes in defined benefit plans, net of tax 2,655 9,014 ( 8,654 ) 
 Changes in derivative financial instruments, net of tax 2,125 ( 2,133 ) 1,737 
 Other comprehensive income/(loss) 
 541,722 ( 136,849 ) 63,391 
 Comprehensive income 1,545,108 27,091 539,292 
 Net (income)/loss attributable to noncontrolling interests-continuing operations ( 375 ) 180 ( 768 ) 
 Net income attributable to noncontrolling interests-discontinued operations — ( 171 ) ( 174 ) 
 Other comprehensive (income)/loss attributable to noncontrolling interests ( 1,784 ) 377 430 
 Comprehensive income attributable to Sonoco $ 1,542,949 $ 27,477 $ 538,780 

 The Notes beginning on page F-8 are an integral part of these consolidated financial statements. 
 
 F-5 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 
 

 CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY 
 Sonoco Products Company 
 (Dollars and shares in thousands) Total 
 Equity 
 Common Shares Capital in 
 Excess of 
 Stated 
 Value 
 Accumulated 
 Other 
 Comprehensive 
 Income/(Loss) 
 Retained 
 Earnings 
 Non- 
 controlling 
 Interests 
 
 Outstanding Amount 
 January 1, 2023 $ 2,072,797 97,645 $ 7,175 $ 140,539 $ ( 430,083 ) $ 2,348,183 $ 6,983 
 Net income 475,901 474,959 942 
 Other comprehensive income/(loss): 
 Translation gain/(loss) 70,308 70,738 ( 430 ) 
 Defined benefit plan adjustment 1 
 ( 8,654 ) ( 8,654 ) 
 Derivative financial instruments 1 
 1,737 1,737 
 Other comprehensive income/(loss) 63,391 63,821 ( 430 ) 
 
 
 
 Dividends ( 198,762 ) ( 198,762 ) 
 
 Issuance of stock awards 1,345 488 1,345 
 Shares repurchased ( 10,617 ) ( 176 ) ( 10,617 ) 
 Share-based compensation 27,780 27,780 
 
 December 31, 2023 $ 2,431,835 97,957 $ 7,175 $ 159,047 $ ( 366,262 ) $ 2,624,380 $ 7,495 
 Net income/(loss) 163,940 163,949 ( 9 ) 
 Other comprehensive (loss)/income: 
 Translation loss ( 143,730 ) ( 143,353 ) ( 377 ) 
 Defined benefit plan adjustment 1 
 9,014 9,014 
 Derivative financial instruments 1 
 ( 2,133 ) ( 2,133 ) 
 Other comprehensive loss ( 136,849 ) ( 136,472 ) ( 377 ) 
 Divestiture of non-controlling interest ( 2,043 ) ( 2,043 ) 
 Non-controlling interest from acquisition 9,533 9,533 
 
 Dividends ( 204,406 ) ( 204,406 ) 
 
 Issuance of stock awards 915 467 915 
 Shares repurchased ( 9,246 ) ( 164 ) ( 9,246 ) 
 Share-based compensation 29,659 29,659 
 Other 2,875 2,875 
 December 31, 2024 $ 2,286,213 98,260 $ 7,175 $ 183,250 $ ( 502,734 ) $ 2,583,923 $ 14,599 
 Net income 1,003,386 1,003,011 375 
 Other comprehensive income: 
 Translation gain 536,942 535,158 1,784 
 Defined benefit plan adjustment 1 
 2,655 2,655 
 Derivative financial instruments 1 
 2,125 2,125 
 Other comprehensive income 541,722 539,938 1,784 
 Divestiture of non-controlling interest ( 910 ) ( 910 ) 
 Non-controlling interest from acquisition 2,346 2,346 
 
 Dividends ( 209,287 ) ( 209,287 ) 
 Dividends paid to noncontrolling interest ( 243 ) ( 243 ) 
 Issuance of stock awards 1,244 602 1,244 
 Shares repurchased ( 10,930 ) ( 228 ) ( 10,930 ) 
 Share-based compensation 18,044 18,044 
 Other 247 247 
 December 31, 2025 $ 3,631,832 98,634 $ 7,175 $ 191,855 $ 37,204 $ 3,377,647 $ 17,951 

 
 1 
 net of tax 

 The Notes beginning on page F-8 are an integral part of these consolidated financial statements. 
 F-6 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 
 

 CONSOLIDATED STATEMENTS OF CASH FLOWS 
 Sonoco Products Company 
 
 (Dollars in thousands)
Years ended December 31 2025 2024 2023 
 Cash Flows from Operating Activities 
 Net income $ 1,003,386 $ 163,940 $ 475,901 
 Adjustments to reconcile net income to net cash provided by operating activities: 
 Asset impairments 12,532 17,027 26,445 
 Depreciation and amortization 519,356 374,859 340,988 
 
 Share-based compensation expense 18,044 29,659 27,780 
 Net loss on foreign currency remeasurement — 113,697 — 
 Equity in earnings of affiliates, net of tax 
 ( 9,523 ) ( 9,588 ) ( 10,347 ) 
 Cash dividends from affiliated companies 24,822 11,926 9,389 
 Net gain on disposition of assets ( 22,631 ) ( 55 ) ( 65,947 ) 
 Net (gain)/loss on divestiture of business ( 978,350 ) 23,452 ( 57,104 ) 
 Gain on remeasurement of investment in affiliated companies — ( 6,012 ) — 
 Pension and postretirement plan expense 17,846 17,477 17,460 
 Pension and postretirement plan contributions ( 22,284 ) ( 19,633 ) ( 14,662 ) 
 Net decrease in deferred taxes 
 ( 22,758 ) ( 55,715 ) ( 12,209 ) 
 Change in assets and liabilities, net of effects from acquisitions, divestitures and foreign currency adjustments: 
 Trade accounts receivable 97,885 17,763 24,935 
 Inventories ( 80,901 ) ( 13,269 ) 342,713 
 Payable to suppliers ( 87,547 ) 123,615 ( 148,841 ) 
 Prepaid expenses 42,440 ( 19,144 ) 1,394 
 Income taxes payable and other income tax items 125,984 ( 11,269 ) ( 28,286 ) 
 Accrued expenses and other assets and liabilities 51,481 75,115 ( 46,691 ) 
 Net cash provided by operating activities 689,782 833,845 882,918 
 Cash Flows from Investing Activities 
 Purchases of property, plant and equipment ( 344,023 ) ( 393,235 ) ( 363,077 ) 
 Cost of acquisitions, net of cash acquired 1 
 16,528 ( 3,793,569 ) ( 372,616 ) 
 Proceeds from the sale of business, net 2,470,145 80,996 33,237 
 Proceeds from the sale of assets, net 46,968 15,649 80,339 
 Proceeds from settlement of net investment hedge — 9,068 
 Cash settlement of forward contract — ( 34,414 ) — 
 Investments in affiliated companies and other net investing proceeds 6,469 9,978 2,781 
 Net cash provided/(used) by investing activities 2,196,087 ( 4,105,527 ) ( 619,336 ) 
 Cash Flows from Financing Activities 
 Proceeds from issuance of debt 66,712 4,061,319 962,557 
 Principal repayment of debt ( 2,830,688 ) ( 151,534 ) ( 1,112,917 ) 
 
 Net (decrease)/increase in book cash overdrafts ( 3,705 ) ( 8,676 ) 6,408 
 Payment of loan financing costs — ( 19,000 ) — 
 Payment of contingent consideration — ( 948 ) — 
 Dividends paid to noncontrolling interests ( 243 ) — — 
 Cash dividends ( 208,106 ) ( 203,492 ) ( 197,416 ) 
 
 
 Payments for share repurchases ( 10,930 ) ( 9,246 ) ( 10,617 ) 
 
 Net cash (used)/provided by financing activities ( 2,986,960 ) 3,668,423 ( 351,985 ) 
 Effects of Exchange Rate Changes on Cash 36,429 ( 105,618 ) 12,902 
 (Decrease)/Increase in Cash and Cash Equivalents 
 ( 64,662 ) 291,123 ( 75,501 ) 
 Cash and cash equivalents at beginning of year 443,060 151,937 227,438 
 Cash and cash equivalents at end of year $ 378,398 $ 443,060 $ 151,937 
 Supplemental Schedule of Non-Cash Investing Activities: 
 Non-cash additions to property, plant and equipment $ 26,368 $ 29,561 $ 23,168 
 Supplemental Disclosures: 
 Interest paid, net of amounts capitalized $ 260,526 $ 151,182 $ 135,910 
 Income taxes paid, net of refunds $ 264,901 $ 92,427 $ 189,773 

 1 The Company received a final net working capital settlement of $ 16,528 during 2025 related to the acquisition of Titan Holdings I B.V. (“Eviosys”). 
 The Notes beginning on page F-8 are an integral part of these consolidated financial statements. 
 F-7 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 
 

 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
 Sonoco Products Company (dollars in thousands except per share data) 
 
 
 1. Summary of significant accounting policies 
 Basis of presentation 
 The Consolidated Financial Statements include the accounts of Sonoco Products Company and its majority-owned subsidiaries (the “Company” or “Sonoco”) after elimination of intercompany accounts and transactions. 
 On December 18, 2024, the Company announced that it had entered into an agreement to sell its Thermoformed and Flexibles Packaging business and its global Trident business (collectively, “TFP”) to TOPPAN Holdings Inc. (“Toppan”). The sale, which reflects the completion of the Company’s previously announced strategic review of TFP, closed on April 1, 2025. In accordance with applicable accounting guidance, the results of TFP, previously part of the Company’s Consumer Packaging segment, are presented as discontinued operations in the 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 Sheet as of December 31, 2024. 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. See Note 2 for additional information. Certain prior period financial information has been reclassified to conform with the current period presentation. 
 Investment in affiliates 
 Investments in affiliated companies in which the Company does not control the investee or in which the Company is not the primary beneficiary but has the ability to exercise significant influence over the investee’s financial and operating decisions, are accounted for by the equity method of accounting. Income applicable to these equity investments is reported in “Equity in earnings of affiliates, net of tax” in the Consolidated Statements of Income. 
 Affiliated companies over which the Company exercised a significant influence at December 31, 2025, included: 
 Entity Ownership Interest 
 
 Cascades Conversion, Inc. 50.0 % 
 Cascades Sonoco, Inc. 50.0 % 
 ISI Robotics, LLC 32.3 % 
 Showa Products Company Ltd. 22.2 % 
 Papertech Energía, S.L. 25.0 % 
 Weidenhammer New Packaging, LLC 40.0 % 

 The Company has certain other equity investments in which it is not able to exercise significant influence that are accounted for under the measurement alternative (i.e., cost less impairment, adjusted for any qualifying observable price changes). These include a 19.5 % ownership in a small tubes and cores business in Chile and a 39.9 % ownership interest in a small South Carolina-based designer and manufacturer of sustainable protective packaging solutions, increased from 20.5 % during the second quarter of 2024. See Note 4 for additional information. 
 The Company’s 2.7 % equity interest in Northstar Recycling Company, LLC (“Northstar”), previously accounted for under the measurement alternative, was sold on December 23, 2024. This investment was acquired on January 26, 2023, as part of the sale of its Sonoco Sustainability Solutions (“S3”) business to Northstar. See Note 4 for additional information. 
 In the fourth quarter of 2025, the Company received cash dividends from Cascades Conversion, Inc. and Cascades Sonoco, Inc.(collectively, “Cascades”) totaling $ 26,266 . The Company determined that a total of $ 19,811 of the Cascades dividends represented a return on investment and included these in net cash provided by operating activities under the caption “Cash dividends from affiliated companies” in the Company’s Consolidated Statements of Cash Flows for the year ended December 31, 2025. The remaining Cascades dividends of $ 6,455 were determined to represent a return of investment and were included in net cash provided/(used) by investing activities under the caption “Investments in affiliated companies and other net investing proceeds” in the Company’s Consolidated Statements of Cash Flows for the year ended December 31, 2025. 
 The aggregate carrying value of equity investments is reported in “Other Assets” in the Company’s Consolidated Balance Sheets and totaled $ 49,644 a nd $ 67,801 at December 31, 2025 and 2024, respectively. 
 Estimates and assumptions 
 The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 
 Revenue recognition 
 The Company records revenue generally at a point in time when control transfers to the customer either upon shipment or delivery, depending on the terms of sale. Additionally, in certain cases, control transfers over time in conjunction with production where the Company is entitled to payment with margin for products produced that are customer specific and without alternative use. For products that meet these two criteria, the Company recognizes over time revenue under the input method as goods are produced. The Company commonly enters into Master Supply Arrangements with customers to provide goods and/or services over specific time periods. Customers submit purchase orders with quantities and prices to create a contract for accounting purposes. Shipping and handling expenses are considered a fulfillment cost, and are included in “Cost of sales,” and freight charged to customers is included in “Net sales” in the Company’s Consolidated Statements of Income. 
 The Company has rebate agreements with certain customers. These rebates are recorded as reductions of sales and are accrued using sales data and rebate percentages specific to each customer agreement. Accrued customer rebates are included in “Accrued expenses and other payables” in the Company’s Consolidated Balance Sheets. 
 F-8 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 Payment terms under the Company’s arrangements are typically short term in nature. The Company provides prompt payment discounts to certain customers if invoices are paid within a predetermined period. Prompt payment discounts are determinable within a short period after the originating sale and like sales returns, are treated as a reduction of revenue. 
 Accounts receivable and allowance for doubtful accounts 
 The Company’s trade accounts receivable are non-interest bearing and are recorded at the invoiced amounts. The allowance for doubtful accounts represents the Company’s best estimate of the amount of expected credit losses in existing accounts receivable. The Company performs an evaluation of lifetime expected credit losses inherent in its accounts receivable at each balance sheet date. Such an evaluation includes consideration of historical loss experience, trends in customer payment frequency, present economic conditions, and judgment about the future financial health of its customers and industry sector. The allowance for doubtful accounts is monitored on a regular basis and adjustments are made as needed to ensure that the account properly reflects the Company’s best estimate of uncollectible trade accounts receivable. Account balances are charged off against the allowance for doubtful accounts when the Company determines that the receivable will not be recovered. 
 No single customer comprised 10% or more of the Company’s consolidated net sales in 2025, 2024 or 2023, nor did the receivables balance from any single customer comprise 10% or more of the Company’s total trade accounts receivable at December 31, 2025 or December 31, 2024. 
 The Company engages with third-party financial institutions to sell certain trade accounts receivables from customers in order to accelerate its cash collection cycle. In addition, the Company also participates in supply chain finance arrangements promoted by certain of its customers. Receivables transferred under both these arrangements generally meet the requirements to be accounted for as a true sale in accordance with guidance under Accounting Standards Codification (“ASC”) 860, “Transfers and Servicing,” resulting in derecognition of such receivables from the Company’s consolidated balance sheets. The sales under these arrangements are made without recourse and the Company’s only continuing involvement with the sold receivables is providing collection services related to the transferred assets. The servicing fees for these arrangements are immaterial to the financial statements given the short-term nature of our arrangements. In total, approximately 10 % and 12 % of the Company’s consolidated net sales were subject to settlement under these arrangements in 2025 and 2024, respectively. 
 The acquisition of Eviosys on December 4, 2024, included arrangements under which certain trade receivables sold to third-party financial institutions are made with recourse and therefore do not meet the requirements under ASC 860 to be accounted for as a true sale with derecognition of such receivables from the Company’s consolidated balance sheets. Accordingly, receivables sold under such arrangements totaling $ 73,487 were included in “Notes payable and current portion of long-term debt” in the Company’s Consolidated Balance Sheets at December 31, 2024. All of these obligations had been settled as of December 31, 2025. 
 Accounts payable and supply chain financing 
 The Company facilitates voluntary supply chain financing programs (the “SCF Programs”) to provide certain of its suppliers with the opportunity to sell receivables due from the Company to the participating financial institutions in the programs. Such sales are conducted at the sole discretion of both the suppliers and the financial institutions on a nonrecourse basis at a rate that leverages the Company’s credit rating and thus might be more beneficial to the supplier. No guarantees are provided by the Company or any of our subsidiaries under the SCF Programs. The Company’s responsibility under the agreements is limited to making payment to the financial institutions for confirmed invoices based on the terms originally negotiated with its suppliers. Both the Company and the financial institutions have the right to terminate the SCF Programs by providing 30 days prior written notice to the other party. The Company does not enter into any agreements with suppliers regarding their participation in the SCF Programs. 
 Research and development 
 Research and development costs are charged to expense as incurred and include salaries and other directly related expenses. Research and development costs totaling approximately $ 21,500 in 2025 , $ 23,000 in 2024 and $ 23,900 in 2023 are included in “Selling, general and administrative expenses” in the Company’s Consolidated Statements of Income. 
 Restructuring and asset impairment 
 Costs associated with exit or disposal activities are recognized when the liability is incurred. Identifying and calculating the cost to exit operations requires certain assumptions to be made about anticipated future liabilities, including severance costs, contractual obligations, and disposition of property, plant and equipment and leased assets. If assets become impaired as a result of a restructuring action, they are written down to fair value, less estimated costs to sell, if applicable. A number of significant estimates and assumptions are involved in the determination of fair value. The Company considers historical experience and all available information at the time the estimates are made; however, the amounts that are ultimately realized upon the sale of divested assets may differ from the estimated fair values reflected in the Company’s Consolidated Financial Statements. For facility closures, the Company also generally expects to record costs for equipment relocation and facility carrying costs as incurred and to accrue costs to terminate a lease or other contracts before the end of their term. 
 Cash and cash equivalents 
 Cash equivalents are composed of highly liquid investments with an original maturity to the Company of three months or less when purchased. Cash equivalents are recorded at cost, which approximates fair market value. The Company’s cash and cash equivalents are primarily placed with large sophisticated creditworthy financial institutions thereby limiting the Company’s credit exposure. 
 Inventories 
 The majority of the Company’s inventories are accounted for using the first-in, first-out (FIFO) method or average cost methods and are stated at the lower of cost or net realizable value. 
 The last in, first out (“LIFO”) method is used for the valuation of certain of the Company’s domestic inventories, primarily metal, internally manufactured paper and paper purchased from third parties, and approximated 9 % of total inventories at both December 31, 2025 and December 31, 2024. Inventories accounted for using the LIFO method are stated at the lower of cost or market. If the FIFO method of accounting had been used for all inventories, total inventory would have been higher by $ 33,323 and $ 33,265 at December 31, 2025 and 2024, respectively. 
 F-9 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 Details of the Company’s inventory balances at December 31, 2025 and 2024 are as follows: 
 
 2025 2024 
 Inventories: 
 Finished goods $ 370,303 $ 359,086 
 Work in process 161,313 135,004 
 Materials and supplies 589,393 522,049 
 Inventories $ 1,121,009 $ 1,016,139 

 Property, plant and equipment 
 Property, plant and equipment assets represent the original cost of land, buildings and equipment, less depreciation, computed under the straight-line method over the estimated useful lives of the assets, and are reviewed for impairment whenever events indicate the carrying value may not be recoverable. Equipment lives generally range from 3 to 11 years, and buildings range from 15 to 40 years. 
 Expenditures for repairs and maintenance are charged to expense as incurred. When properties are retired or otherwise disposed of, the cost and accumulated depreciation are eliminated from the asset and related allowance accounts, respectively. Gains or losses upon disposal are credited or charged to income as incurred. 
 The Company sold its timberland properties in March 2023. Prior to the sale, these timber resources were stated at cost and depletion expense was recognized based on the estimated number of units of timber cut during the period. 
 Leases 
 At the inception of a contract, the Company assesses whether the contract is, or contains, a lease. The assessment is based on (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether the Company has the right to direct the use of the asset. When the Company determines a lease exists, a leased asset and corresponding lease liability are recorded on its consolidated balance sheet. Lease contracts with a term of 12 months or less are not recorded in the consolidated balance sheet in conjunction with the Company’s practical expedient election under ASC 842, “Leases.” Leased assets represent the Company’s right to use an underlying asset during the lease term and are reviewed for impairment whenever events indicate the carrying value may not be recoverable. Lease liabilities represent the Company’s obligation arising from the lease. The Company’s leased assets and liabilities may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise those options. The Company has lease agreements with non-lease components that relate to lease components (e.g., common area maintenance such as cleaning or landscaping, etc.). The Company accounts for each lease and any non-lease components associated with that lease as a single lease component for all underlying asset classes in accordance with the scope of the lease accounting standard. 
 Leased assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When the implicit rate in the Company’s leases is not readily determinable, the Company calculates its lease liabilities using discount rates based upon the Company’s incremental secured borrowing rate, which contemplates and reflects a particular geographical region’s interest rate for the leases active within that region of the Company’s global operations. The Company further utilizes a portfolio approach by assigning a “short” rate to contracts with lease terms of 10 years or less and a “long” rate for contracts greater than 10 years. Lease payments may be fixed or variable, however, only fixed payments or in-substance fixed payments are included in determining the lease liability. Variable lease payments are recognized in operating expenses in the period in which the expense is paid during the lease term. 
 The Company recognizes fixed lease expense for operating leases on a straight-line basis over the lease term. For finance leases, the Company recognizes interest expense on the lease liability using the effective interest method over the lease term and the finance lease asset balance is amortized on a straight-line basis. 
 Goodwill 
 Goodwill is not amortized. The Company assesses its goodwill for impairment annually during the third quarter, or from time to time when warranted by the facts and circumstances surrounding individual reporting units or the Company as a whole. In performing the impairment test, the Company compares the fair value of the reporting unit with its carrying amount, and if the carrying value of the reporting unit exceeds the fair value of that reporting unit, an impairment charge is recognized for the excess. 
 In determining the fair value of the reporting units, management considers both the income approach and the market approach. Fair value is estimated using a discounted cash flow model (income valuation approach) based on projections of future years’ operating results and associated cash flows combined with comparable trading and transaction multiples based on guideline public companies. The calculated estimated fair value of the reporting unit reflects a number of significant management assumptions and estimates including the forecast of sales growth during the discrete period, EBITDA, and discount rates. Changes in these assumptions could materially impact the estimated fair value. 
 The Company’s projections incorporate management’s best estimates of the expected future results, which include expectations related to new and retained business and future operating margins. Projected future cash flo ws are then discounted to present value using a discount rate management believes is commensurate with the risks inherent in the cash flows. 
 Impairment of long-lived, intangible and other assets 
 Other intangible assets are amortized using the straight-line method when management has determined that the straight-line method approximates the pattern of consumption of the respective intangible assets, or in relation to the specific pattern of consumption of the assets if the straight-line method does not provide a fair approximation of the consumption of benefits. The useful lives of the Company’s intangible assets generally range from 3 to 20 years. The Company has no intangibles with indefinite lives. The Company evaluates its intangible assets for impairment whenever indicators of impairment exist. 
 Assumptions and estimates used in the evaluation of potential impairment can result in adjustments affecting the carrying values of long-lived, intangible and other assets and the recognition of impairment expense in the Company’s Consolidated Financial Statements. The Company evaluates its long-lived assets (property, plant and equipment), definite-lived intangible assets and other assets (including right of use lease assets, notes receivable and equity and other investments) for impairment whenever indicators of impairment exist, or when it commits to sell the asset. If the sum of the undiscounted expected future cash flows from a long-lived asset, definite-lived intangible, or other asset group is less 
 F-10 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 than the carrying value of that asset group, an asset impairment charge is recognized. Key assumptions and estimates used in the projection of expected future cash flows generally include price levels, sales growth, profit margins and asset life. The amount of an impairment charge, if any, is calculated as the excess of the asset’s carrying value over its fair value, generally represented by the discounted future cash flows from that asset or, in the case of assets the Company evaluates for sale, estimated sale proceeds less costs to sell. The Company takes into consideration historical data and experience together with all other relevant information available when estimating the fair values of its assets. However, fair values that could be realized in actual transactions may differ from the estimates used to evaluate impairment. In addition, changes in the assumptions and estimates may result in a different conclusion regarding impairment. 
 Income taxes 
 The Company provides for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting requirements and tax laws. Assets and liabilities are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. 
 The Company recognizes liabilities for uncertain income tax positions based on its estimate of whether it is more likely than not that additional taxes will be required and the Company reports related interest and penalties within the “Provision for income taxes” line item in the Consolidated Statements of Income. 
 Derivatives 
 The Company uses derivatives to mitigate the effect of fluctuations in some of its raw material and energy costs, foreign currencies, and, from time to time, interest rates. The Company purchases commodities such as metal and energy, generally at market or at fixed prices that are established with the vendor as part of the purchase process for quantities expected to be consumed in the ordinary course of business. The Company may enter into commodity futures or swaps to manage the effect of price fluctuations. The Company may use foreign currency forward contracts and other risk management instruments to manage exposure to changes in foreign currency cash flows and the translation of monetary assets and liabilities on the Company’s consolidated financial statements. The Company is exposed to interest-rate fluctuations as a result of using debt as a source of financing for its operations. The Company may from time to time use traditional, unleveraged interest rate swaps to manage its exposure to interest rate movements. Additionally, the Company elected the normal purchase, normal sale scope exception for physical commodity contracts that meet the definition of a derivative. Derivative instruments, to the extent in an asset position, expose the Company to credit loss in the event of nonperformance by the counterparties to the derivative agreements. The Company manages its exposure to counterparty credit risk through minimum credit standards, diversification of counterparties and procedures to monitor concentrations of credit risk. The Company may enter into financial derivative contracts that may contain credit-risk-related contingent features, which could result in a counterparty requesting immediate payment or demanding immediate and ongoing full overnight collateralization on derivative instruments in net liability positions. 
 The Company records its derivatives as assets or liabilities on the balance sheet at fair value using published market prices or estimated values based on current price and/or rate quotes and discounted estimated cash flows. Changes in the fair value of derivatives designated as accounting hedges are recognized in net income, and otherwise are recognized in other comprehensive income. Amounts in accumulated other comprehensive income/(loss) are reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings. It is the Company’s policy not to speculate in derivative instruments. 
 Share-Based Compensation Plans 
 The Company utilizes share-based compensation in the form of restricted stock units (“RSUs”), performance contingent restricted stock units (“PCSUs”), and other share-based awards. The fair value of the Company’s RSUs is equal to the closing price of the Company’s stock on the date of grant discounted for any projected dividends that are not eligible to be received during the vesting period. The amount of share-based compensation expense associated with PCSUs is based on estimates of future performance using measures defined in the stock plan descriptions for each award granted. As of December 31, 2025, these performance measures include the following: 
 • Adjusted earnings per share — three-year sum of forecasted future and historical annual adjusted earnings per share for the three-year measurement period associated with each award; and 
 • Return on invested capital — three-year simple average of annual returns calculated by dividing 1) adjusted operating profit after tax (derived from historical or projected earnings) by 2) the average of total historical or projected debt plus equity for the respective annual periods. 
 For the awards granted in 2025 and 2024, the performance payout will be subject to adjustment by a total stock return modifier as determined by the Company’s relative performance within its targeted peer group for each grant. Changes in estimates regarding the future achievement of these performance measures may result in significant fluctuations from period to period in the amount of share-based compensation expense recognized in the Company’s Consolidated Financial Statements. 
 Pension and Postretirement Benefit Plans 
 The Company provides non-contributory defined benefit pension plans for certain of its employees in the United States, Mexico, Belgium, Germany, Greece, France, and Turkey. The Company also sponsors contributory defined benefit pension plans covering certain of its employees in the United Kingdom, Canada and the Netherlands, and provides postretirement healthcare and life insurance benefits to a limited number of its retirees and their dependents in the United States and Canada, based on certain age and/or service eligibility requirements. The actuarial valuations used to evaluate the plans employ key assumptions that can have a significant effect on the calculated amounts. 
 The Company adjusts its discount rates at the end of each fiscal year based on yield curves of high-quality debt instruments over durations that match the expected benefit payouts of each plan. The expected rate of return assumption is derived by taking into consideration the targeted plan asset allocation, projected future returns by asset class and active investment management. A third-party asset return model is used to develop an expected range of returns on plan investments over a 12 - to 30-year period, with the expected rate of return selected from a best estimate range within the total range of projected results. The Company periodically re-balances its plan asset portfolio in order to maintain the targeted allocation levels. The rate of compensation increase assumption is generally based on salary and incentive compensation increases. 
 Other assumptions and estimates impacting the projected liabilities of these plans include inflation, participant withdrawal and mortality rates, medical cost trends, and retirement ages. The Company evaluates the assumptions used in projecting the pension and postretirement liabilities and associated expenses annually. These judgments, assumptions and estimates may affect the carrying value of pension and postretirement plan net assets and liabilities and pension and postretirement plan expenses in the Company’s Consolidated Financial Statements. 
 F-11 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 Business combinations 
 The Company’s acquisitions of businesses are accounted for in accordance with ASC 805, “Business Combinations.” The Company recognizes the identifiable assets acquired, the liabilities assumed, and any noncontrolling interests in an acquired business at their fair values as of the date of acquisition. Goodwill is measured as the excess of consideration transferred, also measured at fair value, over the net of the acquisition date fair values of the identifiable assets acquired and liabilities assumed. The acquisition method of accounting requires the Company to make significant estimates and assumptions regarding the fair values of the elements of a business combination as of the date of acquisition, including the fair values of identifiable intangible assets; property, plant and equipment; deferred tax asset valuation allowances; liabilities including those related to debt, pensions and other postretirement plans; uncertain tax positions; contingent consideration and contingencies. This method also requires the Company to refine these estimates over a measurement period not to exceed one year to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. If the Company is required to adjust provisional amounts that were recorded for the fair values of assets and liabilities in connection with acquisitions, these adjustments could have a material impact on its financial condition and results of operations. 
 Significant estimates and assumptions in estimating the fair value of acquired patents, customer lists, trademarks, proprietary technology, and other identifiable intangible assets include future cash flows that the Company expects to generate from the acquired assets, discount rate, customer attrition rate, and long-term revenue growth projections. Projecting discounted future cash flows requires the Company to make significant estimates regarding projected revenues, projected earnings before interest, taxes, depreciation, and amortization margins, discount rates and customer attrition rates. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, the Company could record impairment charges. In addition, the Company has estimated the economic lives of certain acquired assets, and these lives are used to calculate depreciation on property, plant and equipment and amortization expense on definite-lived intangible assets. If the estimates of the economic lives change, depreciation or amortization expenses could be increased or decreased, or the acquired assets could be impaired. 
 For leases acquired in a business combination, the Company measures the lease liability at the present value of the remaining lease payments, as if the acquired lease were a new lease of the Company at the acquisition date. The Company measures the right-of-use asset at the same amount as the lease liability as adjusted to reflect favorable or unfavorable terms of the lease when compared with market terms. 
 Reportable segments 
 The Company identifies its reportable segments by evaluating the level of detail reviewed by the chief operating decision maker and the similarities among operating segments related to gross profit margins, nature of products sold, nature of the production processes, type and class of customer, methods used to distribute products, and nature of the regulatory environment. Of these factors, the Company believes that the most significant in determining the aggregation of operating segments are the nature of the products and the type of customers served. 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. Effective January 1, 2026, the All Other business will be reported within the Industrial Paper Packaging segment and the use of All Other will be discontinued. 
 Contingencies 
 Pursuant to GAAP for accounting for contingencies, accruals for estimated losses are recorded at the time information becomes available indicating that losses are probable and that the amounts are reasonably estimable. Amounts so accrued are not discounted. Changes in estimates and assumptions could impact the carrying value of the accruals from one period to another as additional information becomes known. 
 Foreign currency translation 
 The Company’s foreign operations are exposed to political, geopolitical, and cultural risks, but the risks are mitigated by diversification and the relative stability of the countries in which the Company has significant operations. Because the economy in Turkey is considered highly inflationary under GAAP, the Company considers the U.S. dollar to be the functional currency for these operations and uses the official exchange rate when remeasuring the financial assets and liabilities of these operations. The remeasurement adjustments are recorded against earnings within the Company’s Consolidated Statements of Income. 
 F-12 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 
 

 2. Discontinued operations 
 As disclosed in Note 1, as a result of the Company entering into an agreement to sell TFP on December 18, 2024, the assets and liabilities of TFP were classified as discontinued operations in the Consolidated Balance Sheet as of December 31, 2024 as presented below: 
 
 
 2024 
 Cash and cash equivalents $ 12,050 
 Trade accounts receivable, net of allowances of $ 2,582 
 209,379 
 Other receivables 46,001 
 Inventories 
 Finished and in process 80,573 
 Materials and supplies 94,083 
 Prepaid expenses 8,788 
 Current assets of discontinued operations $ 450,874 
 Property, plant and equipment, net of accumulated depreciation of $ 465,923 
 262,662 
 Goodwill 502,621 
 Other intangible assets, net of accumulated amortization of $ 206,437 
 103,593 
 Deferred income taxes 262 
 Right of use asset-operating leases 75,855 
 Other assets 19,317 
 Noncurrent Assets of Discontinued Operations $ 964,310 
 Payable to suppliers 172,720 
 Accrued expenses and other payables 62,562 
 Notes payable and current portion of long-term debt 6,774 
 Current liabilities of discontinued operations $ 242,056 
 Long-term debt 29,850 
 Noncurrent operating lease liabilities 67,789 
 
 Deferred income taxes 15,928 
 Other liabilities 344 
 Noncurrent Liabilities of Discontinued Operations $ 113,911 

 
 
 
 
 F-13 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 The following table presents key components of “Net income from discontinued operations” for the years ended December 31, 2025, 2024, and 2023: 
 Year Ended December 31, 
 
 2025 2024 2023 
 Net sales $ 320,678 $ 1,291,461 $ 1,339,866 
 Cost of sales 250,854 1,037,196 1,106,970 
 Gross profit 69,824 254,265 232,896 
 Selling, general and administrative expenses 31,607 122,488 97,131 
 Restructuring/Asset impairment charges, net 426 3,740 9,024 
 Gain on divestiture of business 
 606,633 — — 
 Operating profit 644,424 128,037 126,741 
 Other (expense)/income, net 
 ( 182 ) — — 
 Interest expense 1 
 24,911 13,396 1,293 
 Interest income 281 1,668 357 
 Income from discontinued operations before income taxes 619,612 116,309 125,805 
 Provision for income taxes 207,264 19,934 29,548 
 Net income from discontinued operations 412,348 96,375 96,257 
 Net income from discontinued operations attributable to noncontrolling interests — ( 171 ) ( 174 ) 
 Net income attributable to discontinued operations $ 412,348 $ 96,204 $ 96,083 
 
 Weighted average common shares outstanding: 
 Basic 99,124 98,637 98,294 
 Diluted 99,571 99,290 98,890 
 
 Per common share: 
 Net income attributable to discontinued operations: 
 Basic $ 4.16 $ 0.97 $ 0.98 
 Diluted $ 4.14 $ 0.97 $ 0.97 

 1 Includes $ 24,060 and $ 9,528 of interest expense in 2025 and 2024, respectively, relating to certain debt contractually required to be repaid by the Company upon completion of the TFP divestiture. No such interest expense is reflected in 2023 as the debt was drawn on December 2, 2024 and repaid on April 3, 2025. See Note 11 for additional information. 
 The following table presents significant cash flow items from discontinued operations for the years ended December 31, 2025, 2024, and 2023: 
 
 Year Ended December 31, 
 
 2025 2024 2023 
 Depreciation and amortization (a) 
 $ ( 311 ) $ 58,798 $ 58,959 
 Purchases of property, plant and equipment $ ( 5,572 ) $ ( 65,321 ) $ ( 55,624 ) 

 (a) Subsequent to entering the agreement to sell TFP on December 8, 2024, depreciation was no longer recognized on TFP’s property, plant and equipment, and amortization was no longer recognized on TFP’s other intangible assets or right of use assets-operating leases, in accordance with ASC 360, “Property, Plant, and Equipment.” 
 
 
 
 3. New accounting pronouncements 
 In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires companies to disclose disaggregated amounts relating to (a) inventory purchases; (b) employee compensation; (c) depreciation; (d) intangible asset amortization; and (e) depreciation, depletion, and amortization. Further, this guidance will require companies to include certain amounts that are already required to be disclosed under current U.S. GAAP in the same disclosure as the other disaggregation requirements, disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The standard is intended to benefit investors by providing more detailed expense disclosures that would be useful in making capital allocation decisions. This guidance is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027 but early adoption is permitted. ASU 2024-03 should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures. 
 
 
 F-14 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which modifies the rules on income tax disclosures to require disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The Company adopted this standard on a prospective basis as of January 1, 2025 and included the expanded annual disclosures in this Annual Report on Form 10-K. 
 Other than the pronouncements discussed above, there have been no other newly issued nor newly applicable accounting pronouncements that have had, or are expected to have, a material impact on the Company’s financial statements. 
 
 4. Acquisitions and divestitures 
 Eviosys Acquisition 
 On December 4, 2024, the Company completed the acquisition of all issued and outstanding equity interests in Eviosys from an affiliate of KPS Capital Partners, LP for net cash consideration of $ 3,789,826 , partially reduced by a final working capital settlement for which the Company received $ 16,528 during the second quarter of 2025. E viosys, now operated as Sonoco Metal Packaging EMEA in the Company’s Consumer Packaging segment, is a global supplier of metal packaging that produces food cans and ends, aerosol cans, metal closures and promotional packaging with a large metal food can manufacturing footprint in the EMEA region. The Company funded the Eviosys acquisition, including related fees and expenses, with the net proceeds from the registered public offering of senior unsecured notes, borrowings from two term loan facilities, and cash on hand. See Note 11 for more information. 
 In order to fund the Eviosys acquisition in euros, the Company entered into foreign currency forward contracts during the month of October 2024 with varying settlement dates to sell USD and buy euro. Upon settlement of these trades, the Company, a USD functional currency entity, held euro denominated cash balances between the date of settlement and the December 4, 2024 closing date of the acquisition. Such euro cash balances, being monetary assets, were subject to remeasurement in the intervening period between settlement and December 4, 2024, resulting in the recognition of a $ 113,697 remeasurement loss. This loss is reflected in “ Other (expense)/income, net ” in the Company’s Consolidated Statement of Income for the year ended December 31, 2024. The majority of the remeasurement loss was non-cash in nature; however, included in the remeasurement loss are cash payments to counterparties totaling $ 34,414 reflecting the settlement of a tranche of the foreign currency forward contracts. The Company no longer holds significant euro-denominated cash on its USD functional currency entity that would be subject to future remeasurement gain/loss. 
 During 2025, the Company finalized its valuation of the assets acquired and liabilities assumed in the Eviosys acquisition. The final fair values, reflecting adjustments made during the measurement period, are as follows: 
 
 Initial Preliminary Allocation Measurement Period Adjustments Final Allocation 
 Trade accounts receivable $ 300,385 $ ( 5,151 ) $ 295,234 
 Other receivables 114,634 2,009 116,643 
 Inventories 445,945 ( 12,938 ) 433,007 
 Prepaid expenses 47,509 ( 2,976 ) 44,533 
 Property, plant and equipment 1,057,779 ( 55,127 ) 1,002,652 
 Right of use asset - operating leases 43,566 5 43,571 
 Other intangible assets 1,967,678 42,379 2,010,057 
 Goodwill 1,285,518 ( 27,399 ) 1,258,119 
 Long-term deferred income taxes 39,023 14,853 53,876 
 Other assets 3,330 23 3,353 
 Payable to suppliers ( 518,766 ) 1,673 ( 517,093 ) 
 Accrued expenses and other payables ( 168,529 ) ( 3,167 ) ( 171,696 ) 
 Accrued wages and other compensation ( 41,749 ) ( 57 ) ( 41,806 ) 
 
 Notes payable and current portion of long-term debt ( 76,438 ) ( 5 ) ( 76,443 ) 
 Noncurrent operating lease liabilities ( 32,022 ) — ( 32,022 ) 
 Pension and other postretirement benefits ( 51,849 ) ( 69 ) ( 51,918 ) 
 Long-term debt — ( 34 ) ( 34 ) 
 Deferred income taxes ( 599,941 ) 31,772 ( 568,169 ) 
 Other long-term liabilities ( 16,714 ) 27 ( 16,687 ) 
 Noncontrolling Interests 
 ( 9,533 ) ( 2,346 ) ( 11,879 ) 
 Net assets acquired $ 3,789,826 $ ( 16,528 ) $ 3,773,298 

 
 
 Goodwill for Eviosys, $ 485,000 of which is expected to be deductible for income tax purposes, consists of increased access to certain markets and the value of the assembled workforce. 
 
 
 
 
 
 
 F-15 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 The following table presents the financial results for Eviosys from December 4, 2024, the date of acquisition, through December 31, 2024: 
 
 
 Supplemental Information December 4 to 
 
 Eviosys 
 December 31, 2024 
 
 Net sales $ 115,031 
 Net loss 
 $ 15,086 

 The following table presents the Company’s pro forma consolidated results for the years ended December 31, 2024 and December 31, 2023, assuming the acquisition of Eviosys had occurred on January 1, 2023. This pro forma information is presented for informational purposes only and does not purport to represent the results of operations that would have been achieved if the acquisition had been completed at the beginning of 2023, nor is it necessarily indicative of future consolidated results. 
 
 Pro Forma Supplemental Information Years Ended 
 Consolidated December 31, 2024 December 31, 2023 
 
 Net sales $ 7,546,920 $ 8,032,135 
 Net income from continuing operations 
 $ 157,389 $ 105,116 
 Net income attributable to Sonoco 1 
 $ 253,593 $ 200,589 

 1 Includes results of discontinued operations 
 The pro forma information above does not project the Company’s expected results for any future period and gives no effect to any future synergistic benefits that may result from the combination or the costs of integrating the acquired operations with those of the Company. Pro forma information for the years ended December 31, 2024 and 2023 includes adjustments to depreciation, amortization, and income taxes based upon the final fair value allocation of the purchase price to Eviosys’ tangible and intangible assets acquired and liabilities assumed as though the acquisition had occurred on January 1, 2023. Interest expense on the additional debt issued by the Company to fund the acquisition and retention bonuses incurred related to the acquisition are also included in the pro forma information as if the acquisition had occurred on January 1, 2023. Transaction-related costs of $ 267,886 , i ncluding the $ 113,697 remeasurement loss discussed above and charges related to fair value adjustments to acquisition-date inventory, incurred in 2024 are e xcluded from 2024 pro forma net income and are instead reflected in 2023 pro forma net income as though the acquisition had occurred on January 1, 2023. 
 Other Acquisitions 
 On June 1, 2024, the Company completed the purchase of a small tube and paper cone manufacturer in Brazil for $ 2,660 . The financial results of this business are included in the Company’s Industrial Paper Packaging segment. 
 The Company completed two acquisitions during 2023 at a net cash cost of $ 372,616 . On December 1, 2023, the Company completed the acquisition of Inapel Embalagens Ltda. (“Inapel”), a manufacturer of single-layer and multilayer materials for flexible packaging in Brazil, for net consideration of $ 64,390 , including $ 59,228 of cash paid at closing. During the second quarter of 2024, the Company paid additional consideration in the amount of $ 2,340 and a final net working capital settlement in the amount of $ 489 . As Inapel was one of the operations included in the April 1, 2025 divestiture of TFP, the acquired assets and liabilities are reflected as assets and liabilities of discontinued operations on the Company’s Consolidated Balance Sheet as of December 31, 2024. The remaining obligations to the seller as of December 31, 2024 totaled $ 2,333 and are reflected in “Current liabilities of discontinued operations.” These obligations were subsequently assumed by the buyers of TFP. 
 On September 8, 2023, the Company completed the acquisitions of the remaining 65 % ownership interest in RTS Packaging, LLC (“RTS Packaging”) from joint venture partner WestRock Company (“WestRock”) and a paper mill in Chattanooga, Tennessee (the “Chattanooga Mill”) from WestRock for net cash consideration of $ 313,388 . In December 2023, the Company agreed to a final working capital settlement of $ 452 , which was paid to WestRock in January 2024. Prior to completing the acquisitions, the Company held a 35 % ownership interest in the RTS Packaging joint venture, which was formed in 1997, and combined the former protective packaging operations of WestRock and Sonoco to market recycled paperboard to glass container manufacturers and producers of wine, liquor, food, and pharmaceuticals. Prior to the acquisitions, the Company reported its 35 % interest in the RTS Packaging joint venture using the equity method of accounting. Subsequent to the acquisitions, the financial results of RTS Packaging and the Chattanooga Mill are accounted for under the acquisition method and their results of operations are included in the Company’s Industrial Paper Packaging segment. 
 On September 8, 2023, the fair value of the Company’s 35 % ownership interest in RTS Packaging was determined to be $ 59,472 based on the cash consideration exchanged for acquiring the remaining 65 % ownership interest in RTS Packaging adjusted for the deemed payment of a control premium, and the carrying value of the 35 % ownership interest in RTS Packaging was $ 8,654 . The Company recognized a net gain of $ 44,029 resulting from this remeasurement to fair value and the reclassification of certain amounts related to the Company’s 35 % ownership interest in RTS Packaging out of “Accumulated other comprehensive income/(loss),” including foreign currency translation losses of $ 2,033 and losses related to defined benefit pension plans of $ 4,756 . The net gain from such remeasurement and reclassification was recorded in “ Other (expense)/income, net ” in the Company’s Consolidated Statements of Income for the year ended December 31, 2023. 
 The Company also recognized a loss of $ 7,086 on the settlement of a contract associated with the Chattanooga Mill. The contract was determined to have unfavorable terms given market conditions at the time of the acquisition. This loss is reflected in “ Other (expense)/income, net ” in the Company’s Consolidated Statements of Income for the year ended December 31, 2023. This loss, along with the settlement of a note receivable from RTS Packaging held by the Company on the acquisition date, are reflected as components of purchase consideration transferred in connection with these acquisitions. 
 F-16 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 The following table provides a summary of the purchase consideration (as defined under ASC 805) transferred for the acquisition of the remaining interest in RTS Packaging and the acquisition of the Chattanooga Mill: 
 Purchase Consideration 
 Cash consideration, net of cash acquired $ 313,388 
 Fair value of previously held interest in RTS Packaging 59,472 
 Final working capital settlement 
 452 
 Settlement of preexisting relationships 1,235 
 Purchase consideration transferred $ 374,547 

 Goodwill for RTS Packaging and the Chattanooga Mill, of which $ 83,000 is expected to be deductible for income tax purposes, consists of increased manufacturing capacity, access to certain markets, and the capability to support marquee customers in growing markets. 
 The Company has accounted for these acquisitions as business combinations under the acquisition method and has included the results of operations of the acquired businesses in the Company’s Consolidated Statements of Income from their respective dates of acquisition. 
 TFP Divestiture 
 On April 1, 2025, the Company completed the sale of TFP, part of the Consumer Packaging segment, to Toppan for net cash consideration of $ 1,807,493 paid at closing on a cash-free and debt-free basis. A final working capital settlement was reached in January 2026 that will require a payment of $ 15,211 to be made to the buyers during the first quarter of 2026. The Company has recorded a liability in this amount in “Accrued expenses and other payables” on its consolidated balance sheet as of December 31, 2025. This sale was the result of the Company’s continuing evaluation of its business portfolio and was consistent with the Company’s strategic and investment priorities. In connection with the TFP divestiture, the Company wrote off net assets totaling $ 1,112,489 , reclassified $ 47,955 of cumulative translation adjustment losses from accumulated other comprehensive income/(loss) and incurred transaction fees of $ 25,205 , resulting in a net pretax gain, including the final working capital settlement, of $ 606,633 . The Company recognized a related tax provision of $ 199,457 , for an after-tax gain of $ 407,176 . The after tax gain is included in “Net income from discontinued operations” in the Company’s Consolidated Statements of Income for the year ended December 31, 2025. See Notes 1 and 2 for additional information. The majority of cash proceeds generated from this transaction were used to repay debt, as further described in Note 11. 
 ThermoSafe and Other Divestitures 
 On November 3, 2025, the Company completed the sale of ThermoSafe, part of the All Other group of businesses, to Arsenal for net cash consideration of $ 655,827 paid at closing on a cash-free and debt-free basis and subject to customary adjustments. The sale also allowed for additional consideration of up to $ 75,000 if certain performance measures for calendar year 2025 were met. However, as these performance measures were not met, no additional cash consideration is anticipated. In connection with the ThermoSafe divestiture, the Company wrote off net assets totaling $ 265,777 , including $ 173,250 of goodwill, reclassified $ 1,197 of cumulative translation adjustment gains from accumulated other comprehensive income/(loss) and incurred transaction fees of $ 13,233 , resulting in a net pretax gain of $ 378,014 , which is included in “ Gain/(Loss) on divestiture of business and other assets ” in the Company’s Consolidated Statements of Income. The Company used the majority of the cash proceeds from the sale to pay down debt, as further described in Note 11. 
 On April 30, 2025, the Company completed the sale of a recycling facility in Asheville, North Carolina, part of the Industrial Paper Packaging segment, for cash proceeds of $ 3,924 . The sale resulted in a loss of $ 2,114 , which is included in “ Gain/(Loss) on divestiture of business and other assets ” in the Company’s Consolidated Statements of Income. 
 On March 2, 2025, the Company completed the sale of its tube and core operations in Venezuela, part of the Industrial Paper Packaging segment, in exchange for a receivable in the amount of $ 145 . The sale resulted in a loss of $ 5,390 , including $ 3,792 of cumulative translation losses that were reclassified from accumulated other comprehensive income/(loss). This loss is included in “ Gain/(Loss) on divestiture of business and other assets ” in the Company’s Consolidated Statements of Income. 
 On January 17, 2025, the Company completed the sale of a small construction tube operation in France, part of the Industrial Paper Packaging segment, for cash proceeds of $ 1,513 and recognized a gain of $ 1,207 , which is included in “ Gain/(Loss) on divestiture of business and other assets ” in the Company’s Consolidated Statements of Income. 
 In November 2024, the Company completed the sale of two production facilities in China, both of which were part of the Company’s Industrial Paper Packaging segment, for $ 302 . As a result of the sale, the Company reclassified $ 590 of cumulative translation losses from accumulated other comprehensive income/(loss) and recognized a loss of $ 25,607 , which is included in “ Gain/(Loss) on divestiture of business and other assets ” in the Company’s Consolidated Statements of Income. 
 On April 1, 2024, the Company completed the sale of its Protective Solutions business (“Protexic”), part of the All Other group of businesses, to Black Diamond Capital Management, LLC (“Black Diamond”) for cash proceeds of $ 80,267 at closing. Upon final settlement of working capital in the third quarter of 2024, the Company paid Black Diamond $ 1,805 . This business provided foam components and integrated material solutions for various industrial end markets. This sale was the result of the Company’s continuing evaluation of its business portfolio and is consistent with the Company’s strategic and investment priorities. In connection with the Protexic divestiture, the Company wrote off net assets totaling $ 74,644 , including $ 16,559 of allocated goodwill and reclassified $ 2,913 of cumulative translation adjustment losses from accumulated other comprehensive loss, resulting in a net pretax gain of $ 905 , which is included in “ Gain/(Loss) on divestiture of business and other assets ” in the Company’s Consolidated Statements of Income. 
 On July 1, 2023, the Company completed the sale of its U.S. BulkSak business, which consisted of the manufacturing and distribution of flexible intermediate bulk containers, plastic and fiber pallets, and custom fit liners and was a part of the Company’s Industrial Paper Packaging segment, to U.S. BulkSak Holdings, LLC. The cash selling price, as adjusted for the final working capital settlement, was $ 20,271 with net cash proceeds totaling $ 18,271 received in 2023 and the remaining $ 2,000 released to the Company from escrow in February 2025. As a result of the U.S. BulkSak divestiture, the Company wrote off net assets totaling $ 13,437 , including $ 3,333 of allocated goodwill, and resulting in a net pretax gain of $ 6,834 , which is included in “ Gain/(Loss) on divestiture of business and other assets ” in the Company’s Consolidated Statements of Income. 
 F-17 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 Also on July 1, 2023, the Company agreed to the sale of its Mexico BulkSak business. The sale closed in December 2023 for a cash selling price, as adjusted for working capital, of $ 1,096 . As a result of the Mexico BulkSak sale, the Company recognized a pretax gain of $ 85 which is included in “ Gain/(Loss) on divestiture of business and other assets ” in the Company’s Consolidated Statements of Income. 
 On January 26, 2023, the Company completed the sale of its S3 business, a provider of customized waste and recycling management programs and part of the Company’s Industrial Paper Packaging segment, to Northstar. The Company received cash proceeds of $ 13,839 at closing. An additional $ 1,500 of cash proceeds were released to the Company from escrow in September 2024. The Company wrote off net assets totaling $ 4,274 as part of the divestiture of the business, including $ 3,042 of allocated goodwill, and recognized a pretax gain of $ 11,065 during the first quarter of 2023. In the second quarter of 2024, upon resolution of certain contingencies, the Company received cash proceeds and recognized an additional pretax gain of $ 1,250 on the sale. These gains are included in “ Gain/(Loss) on divestiture of business and other assets ” in the Company’s Consolidated Statements of Income for their respective periods. 
 On January 26, 2023, in connection with the sale of the S3 business, the Company acquired a 2.7 % equity interest in Northstar valued at $ 5,000 . This Company sold its equity interest in Northstar on December 23, 2024 for cash proceeds of $ 8,630 . The resulting pretax gain of $ 3,630 is included in “ Other (expense)/income, net ” in the Company’s Consolidated Statements of Income for the year ended December 31, 2024. 
 The ThermoSafe and other divestitures did not represent a strategic shift for the Company or have a major effect on its operations or financial results. Consequently, these divestitures did not meet the criteria for reporting as discontinued operations. Cash proceeds from these sales were used to pay down debt and for general corporate purposes. 
 The Company continually assesses its operational footprint as well as its overall portfolio of businesses and may consider the divestiture of plants and/or business units it considers to be suboptimal or nonstrategic. 
 Sale of Assets 
 With the completion of Project Horizon, the Company’s project to convert the corrugated medium machine in Hartsville, South Carolina, to produce uncoated recycled paperboard was realized. The Company now produces paper exclusively from recycled fibers and no longer requires natural tree fiber for production. Accordingly, on March 29, 2023, the Company sold its timberland properties, consisting of approximately 55,000 acres, to Manulife Investment Management for net cash proceeds of $ 70,802 . The Company disposed of assets with a net book value of $ 9,857 as part of the sale and recognized a pretax gain from the sale of these assets of $ 60,945 during the year ended December 31, 2023, which is included in “ Gain/(Loss) on divestiture of business and other assets ” in the Company’s Consolidated Statements of Income. 
 Additional Ownership Investment 
 During the second quarter of 2024, the Company increased its ownership investment in a small South Carolina-based designer and manufacturer of sustainable protective packaging solutions from 20.5 % to 39.9 %. The Company acquired its initial ownership interest in June 2022. The preferred stock investment increased by $ 18,512 during the second quarter of 2024, which included a $ 10,000 cash payment, a $ 5,400 remeasurement of the fair value of the existing investment, and a $ 2,500 conversion of the carrying value of the outstanding convertible notes into a preferred series stock investment, which yielded a $ 467 fair value increase and a $ 145 increase for interest income earned. The outstanding investment of $ 21,212 as of December 31, 2025 is included within “Other assets” in the Company’s Consolidated Balance Sheet. The remeasurement of the carrying value of the existing investment to fair value during the second quarter of 2024 resulted in a gain of $ 5,867 and interest income of $ 145 , which are included in “ Other (expense)/income, net ” and “Interest income,” respectively, in the Company’s Consolidated Statements of Income. 
 Acquisition, Integration, and Divestiture-Related Costs 
 Acquisition, integration, and divestiture-related costs from continuing operations incurred in 2025, 2024 and 2023, were as follows: 
 
 Year Ended December 31, 
 2025 2024 2023 
 Cost of sales $ 17,053 $ 5,806 $ 5,227 
 Selling, general and administrative expenses 37,078 85,794 19,397 
 Interest expense — 33,569 — 
 Total acquisition, integration, and divestiture-related costs $ 54,131 $ 125,169 $ 24,624 

 Acquisition, integration, and divestiture-related costs included in “Cost of sales” in the Company’s Consolidated Statements of Income consist primarily of amortization of the fair value step-up of finished goods inventory, while such costs included in “Selling, general and administrative expenses” consist primarily of legal and professional fees, investment banking fees, representation and warranty insurance premiums, as well as employee-related costs, and other integration activity costs. Acquisition, integration, and divestiture-related costs included in “Interest expense” include losses on treasury lock derivative instruments and amortization of financing fees related to debt instruments associated with the financing of the Eviosys acquisition. 
 
 5. Restructuring and asset impairment 
 Due to its geographic footprint and the cost-competitive nature of its businesses, the Company is continually seeking more cost-effective means and structures to serve its customers and to respond to fundamental changes in its markets. As such, plant closures in connection with footprint rationalization and headcount reductions are an important component of the Company’s cost control initiatives. The amount of these costs can vary significantly from quarter to quarter and from year to year depending upon the scope, nature, and location of the restructuring activities. 
 F-18 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 Following are the total restructuring and asset impairment charges, net of adjustments, recognized during the periods presented: 
 
 Year Ended December 31, 
 
 2025 2024 2023 
 Restructuring and restructuring-related asset impairment charges, net 
 $ 66,215 $ 65,370 $ 47,909 
 Other asset impairments — — — 
 Restructuring/Asset impairment charges, net 
 $ 66,215 $ 65,370 $ 47,909 
 

 The table below sets forth restructuring and restructuring-related asset impairment charges by type incurred: 
 
 Year Ended December 31, 
 2025 2024 2023 
 Severance and Termination Benefits $ 68,795 $ 37,307 $ 15,543 
 Asset Impairment/Disposal of Assets ( 15,333 ) 15,719 24,415 
 Other Costs 12,753 12,344 7,951 
 Restructuring and restructuring-related asset impairment charges, net 
 $ 66,215 $ 65,370 $ 47,909 

 The table below sets forth restructuring and restructuring-related asset impairment charges by reportable segment: 
 Year Ended December 31, 
 2025 2024 2023 
 Consumer Packaging $ 54,200 $ 19,259 $ 4,111 
 Industrial Paper Packaging 8,307 33,923 38,754 
 All Other 5 1,434 2,547 
 Corporate 3,703 10,754 2,497 
 Restructuring and restructuring-related asset impairment charges, net 
 $ 66,215 $ 65,370 $ 47,909 

 “Restructuring and restructuring-related asset impairment charges” and “Other asset impairments” are included in “Restructuring/Asset impairment charges, net” in the Consolidated Statements of Income. 
 The following table sets forth the activity in the restructuring accrual included in “Accrued expenses and other payables” in the Company’s Consolidated Balance Sheets: 
 Accrual Activity Severance
and Termination
Benefits Asset
Impairment/ Disposal
of Assets Other
Costs Total 
 Liability at December 31, 2023 $ 8,864 $ — $ 272 $ 9,136 
 2024 charges 37,307 15,719 12,344 65,370 
 Cash (payments)/receipts ( 21,653 ) 9,680 ( 11,610 ) ( 23,583 ) 
 Asset write downs/disposals — ( 25,399 ) — ( 25,399 ) 
 Foreign currency translation ( 484 ) — ( 97 ) ( 581 ) 
 Liability at December 31, 2024 $ 24,034 $ — $ 909 $ 24,943 
 2025 charges/(gains) 68,795 ( 15,333 ) 12,753 66,215 
 Cash (payments)/receipts ( 38,367 ) 45,675 ( 10,779 ) ( 3,471 ) 
 Asset write downs/disposals — ( 30,342 ) — ( 30,342 ) 
 Foreign currency translation 1,166 — 644 1,810 
 Liability at December 31, 2025 $ 55,628 $ — $ 3,527 $ 59,155 

 
 
 “ Severance and Termination Benefits ” in 2025 include the cost of severance for approximately 450 employees whose positions were eliminated in conjunction with the Company’s ongoing organizational effectiveness efforts, as well as severance costs related to the closures of metal can facilities in France and Spain, part of the Consumer Packaging segment, and the closures of a paper mill in Mexico, cone facilities in Taiwan and Mexico, and partitions facilities in Maine and California, all part of the Industrial Paper Packaging segment. 
 “Severance and Termination Benefits” in 2024 include the cost of severance for approximately 300 employees whose positions were eliminated in conjunction with the Company’s ongoing organizational effectiveness efforts, including the relocation of certain facilities in Greece and Germany, and severance related to the closures of paper mills in Sumner, Washington (the “Sumner Mill”) and Kilkis, Greece (the “Kilkis Mill”), the closures of two small industrial converted products facilities in China, and the closure of an industrial converted products facility in Mississauga, Canada, all part of the Industrial Paper Packaging segment. 
 “Asset Impairment/Disposal of Assets” in 2025 consist primarily of asset impairment charges related to the closures of the paper mill in Mexico, the cone facilities in China and Mexico, and the partitions facilities in Maine and California, all part of the Industrial Paper Packaging segment, and the closure of the metal packaging facility in France, part of the Consumer Packaging segment. These charges were offset by gains from the sales of the land and buildings associated with previously closed facilities, primarily the cone facility in Taiwan and the partitions facility in Maine. Also offsetting the impairment charges was a gain from the sale of water rights at our former paper mill in Hutchinson, Kansas, which was closed in 2023. 
 F-19 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 “Asset Impairment/Disposal of Assets” in 2024 consist primarily of asset impairment charges related to the closures of the Sumner Mill and the Kilkis Mill, both part of the Industrial Paper Packaging segment, and the exit of a small metal canning lid business within Metal Packaging, part of the Consumer Packaging segment. These charges were partially offset by gains from the sales of previously closed facilities that were part of the Industrial Paper Packaging and Consumer Packaging segments. 
 “Other Costs” in 2025 consist primarily of equipment removal, utilities, plant security, property taxes, insurance and environmental remediation costs related to the prior year’s closure of the Company’s paper mill in Washington, costs related to the current year’s closures of the metal can facilities in France and Spain, the paper mill in Mexico, the cone facility in Taiwan, and ongoing facility carrying costs of previously announced plant closures. 
 “ Other Costs ” in 2024 consist primarily of equipment removal, utilities, plant security, property taxes, insurance and environmental remediation costs related to the closure of the Sumner Mill, and ongoing facility carrying costs of previously announced plant closures. 
 The Company expects to pay the majority of the remaining restructuring reserves by the end of 2026 using cash generated from operations. The Company also expects to recognize future additional charges totaling approximately $ 11,000 in connection with previously announced restructuring actions and believes that the majority of these charges will be incurred and paid by the end of 2026. The Company continually evaluates its cost structure, including its manufacturing capacity, and additional restructuring actions are likely to be undertaken. 
 
 6. Book cash overdrafts and cash pooling 
 As part of its cash management system, the Company uses “zero balance” accounts to fund disbursements. Under this system, the bank balance is zero at the end of each day, while the book balance is usually a negative amount due to reconciling items such as outstanding checks. At December 31, 2025 and 2024, outstanding checks totaling $ 11,996 and $ 15,799 , respectively, were included in “Payable to suppliers” in the Company’s Consolidated Balance Sheets. In addition, outstanding payroll checks of $ 260 and $ 162 as of December 31, 2025 and 2024, respectively, were included in “Accrued wages and other compensation” in the Company’s Consolidated Balance Sheets. Changes in these book cash overdrafts are reported as cash flows from financing activities. 
 The Company uses a notional pooling arrangement with an international bank to help manage global liquidity requirements. Under this pooling arrangement, the Company and its participating subsidiaries may maintain either cash deposit or borrowing positions through local currency accounts with the bank, so long as the aggregate position of the global pool is a notionally calculated net cash deposit. Because it maintains a security interest in the cash deposits, and has the right to offset the cash deposits against the borrowings, the bank provides the Company and its participating subsidiaries favorable interest terms on both. The Company’s Consolidated Balance Sheets reflect a net cash deposit under this pooling arrangement of $ 2,170 and $ 12,915 as of December 31, 2025 and 2024, respectively. 
 
 7. Property, plant and equipment 
 Details of the Company’s property, plant and equipment at December 31 are as follows: 
 2025 2024 
 Land $ 324,635 $ 314,278 
 
 Buildings 1,046,723 967,237 
 Machinery and equipment 4,020,202 3,726,377 
 Construction in progress 282,948 337,796 
 5,674,508 5,345,688 
 Accumulated depreciation ( 2,876,708 ) ( 2,626,941 ) 
 Property, plant and equipment, net $ 2,797,800 $ 2,718,747 

 Depreciation expense amounted to $ 324,185 in 2025, $ 224,595 in 2024 and $ 202,917 in 2023. 
 
 8. Leases 
 The Company routinely enters into leasing arrangements for real estate (including manufacturing facilities, office space, and warehouses), transportation equipment (automobiles, forklifts, and trailers), and office equipment (copiers and postage machines). The assessment of the certainty associated with the exercise of various lease renewal, termination, and purchase options included in the Company’s lease contracts is performed after contemplating all the relevant facts and circumstances in accordance with guidance under ASC 842, “Leases.” Most real estate leases, in particular, include one or more options to renew, with renewal terms that typically extend the lease term in increments from one to five years . The Company’s leases do not have any significant residual value guarantees or restrictive covenants. 
 On November 3, 2025, the Company completed the sale of ThermoSafe, part of the All Other group of businesses. The divestiture included operating lease assets of $ 20,825 and operating lease liabilities of $ 21,082 as well as finance lease assets of $ 2,743 with finance lease liabilities of $ 2,920 . 
 The Company completed the Eviosys acquisition on December 4, 2024. The acquisition included operating lease liabilities of $ 42,468 with a weighted-average remaining lease maturity term of 8.1 years and weighted-average discount rate of 4.5 %. 
 The Company completed the divestiture of Protexic on April 1, 2024. The divestiture included operating lease assets of $ 21,989 and operating lease liabilities of $ 22,396 . 
 For additional information about the Company’s acquisitions and divestitures, see Note 4. 
 F-20 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 
 
 The following table sets forth the balance sheet location and values of the Company’s lease assets and lease liabilities at December 31, 2025 and December 31, 2024: 
 
 Classification Balance Sheet Location December 31, 2025 December 31, 2024 
 Lease Assets 
 Operating lease assets Right of Use Asset-Operating Leases $ 307,450 $ 307,688 
 Finance lease assets Other Assets 49,059 76,831 
 Total lease assets $ 356,509 $ 384,519 
 
 Lease Liabilities 
 Current operating lease liabilities Accrued expenses and other payables $ 53,978 $ 52,648 
 Current finance lease liabilities Notes payable and current portion of long-term debt 11,617 22,284 
 Total current lease liabilities $ 65,595 $ 74,932 
 
 Noncurrent operating lease liabilities Noncurrent Operating Lease Liabilities $ 263,192 $ 258,735 
 Noncurrent finance lease liabilities Long-term Debt 41,925 45,344 
 Total noncurrent lease liabilities $ 305,117 $ 304,079 
 Total lease liabilities $ 370,712 $ 379,011 

 Certain of the Company’s leases include variable costs. Variable costs include lease payments that were volume or usage-driven in accordance with the use of the underlying asset, and also non-lease components that were incurred based upon actual terms rather than contractually fixed amounts. In addition, variable costs are incurred for lease payments that are indexed to a change in rate or index. Because the right of use asset recorded on the balance sheet was determined based upon factors considered at the commencement date, subsequent changes in the rate or index that were not contemplated in the right of use asset balances recorded on the balance sheet result in variable expenses being incurred when paid during the lease term. 
 The following table sets forth the components of the Company’s total lease cost for the years ended December 31, 2025, 2024, and 2023: 
 Lease Cost 2025 2024 2023 
 Operating lease cost (a) $ 62,687 $ 49,327 $ 43,524 
 Finance lease cost: 
 Amortization of lease asset (a) (b) 13,051 12,871 11,789 
 Interest on lease liabilities (c) 3,100 3,711 3,912 
 Variable lease cost (a) (d) 48,807 31,404 32,016 
 Impairment charges (e) 2,526 — — 
 Total lease cost $ 130,171 $ 97,313 $ 91,241 

 (a) Production-related costs are included in “Cost of sales” and administrative costs are included in “Selling, general and administrative expenses” in the Consolidated Statements of Income. 
 (b) Included in depreciation and amortization. 
 (c) Included in interest expense. 
 (d) Also includes short term lease costs, which are deemed immaterial. 
 (e) Impairment charges are included in “Restructuring/Asset impairment charges, net” in the Company’s Consolidated Statements of Income. See Note 5 for additional information. 
 
 
 The following table sets forth the five-year maturity schedule of the Company’s lease liabilities as of December 31, 2025: 
 Maturity of Lease Liabilities Operating Leases Finance Leases Total 
 2026 $ 54,712 $ 11,841 $ 66,553 
 2027 47,158 10,382 57,540 
 2028 42,551 8,750 51,301 
 2029 39,459 6,512 45,971 
 2030 35,978 4,845 40,823 
 Beyond 2030 177,821 20,207 198,028 
 Total lease payments $ 397,679 $ 62,537 $ 460,216 
 Less: Interest ( 80,509 ) ( 8,995 ) ( 89,504 ) 
 Lease Liabilities $ 317,170 $ 53,542 $ 370,712 

 
 
 
 
 F-21 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 The following tables set forth the Company’s weighted average remaining lease term and discount rates used in the calculation of its outstanding lease liabilities at December 31, 2025, 2024, and 2023, along with other lease-related information for those years: 
 
 Lease Term and Discount Rate 2025 2024 2023 
 Weighted-average remaining lease term (years): 
 Operating leases 9.6 10.1 10.0 
 Finance leases 8.2 6.7 7.1 
 Weighted-average discount rate: 
 Operating leases 5.09 % 4.97 % 5.07 % 
 Finance leases 4.65 % 5.16 % 5.27 % 
 
 Other Information 2025 2024 2023 
 Cash paid for amounts included in the measurement of lease liabilities: 
 Operating cash flows used by operating leases $ 59,172 $ 48,380 $ 43,638 
 Operating cash flows used by finance leases $ 3,100 $ 3,711 $ 3,912 
 Financing cash flows used by finance leases $ 14,997 $ 15,433 $ 14,617 
 Noncash investing and financing activities: 
 Leased assets obtained in exchange for new operating lease liabilities $ 42,646 $ 66,585 $ 18,225 
 Leased assets obtained in exchange for new finance lease liabilities $ 20,579 $ 11,925 $ 7,755 
 Modification to leased assets for increase in operating lease liabilities $ 17,621 $ 37,731 $ 4,431 
 Modification to leased assets for increase/(decrease) in finance lease liabilities $ ( 31,502 ) $ 53 $ 18 
 Termination reclasses to decrease operating lease assets $ 8,440 $ 5,765 $ 5,702 
 Termination reclasses to decrease operating lease liabilities $ 8,544 $ 5,768 $ 6,063 
 Termination reclasses to decrease finance lease assets $ 303 $ 270 $ 1,429 
 Termination reclasses to decrease finance lease liabilities $ 305 $ 271 $ 482 

 F-22 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 
 

 9. Goodwill and other intangible assets 
 Goodwill 
 Changes in the carrying amount of goodwill by segment for the year ended December 31, 2025, are as follows: 
 Consumer
Packaging Industrial Paper Packaging All Other Total 
 Balance as of January 1, 2025 
 $ 1,807,971 $ 486,636 $ 231,050 $ 2,525,657 
 
 Divestitures — ( 2,043 ) ( 173,250 ) ( 175,293 ) 
 
 
 Measurement period adjustments ( 27,399 ) — — ( 27,399 ) 
 Foreign currency translation 167,419 23,783 ( 2,556 ) 188,646 
 Balance as of December 31, 2025 
 $ 1,947,991 $ 508,376 $ 55,244 $ 2,511,611 

 
 
 Goodwill activity reflected under the caption “Measurement period adjustments” relates to the December 2024 acquisition of Eviosys. Goodwill activity reflected under the caption “Divestitures” relates to the November 2025 sale of the ThermoSafe business, part of the All Other group of businesses, and the April 2025 sale of a small recycling business in Asheville, North Carolina, part of the Industrial Paper Packaging segment. See Note 4 for additional information. 
 The Company assesses goodwill for impairment annually during the third quarter, or from time to time when warranted by the facts and circumstances surrounding individual reporting units or the Company as a whole. The Company completed its most recent annual goodwill impairment testing during the third quarter of 2025 and analyzed certain qualitative and quantitative factors in determining whether a goodwill impairment existed. The Company’s assessments reflected a number of significant management assumptions and estimates including the Company’s forecast of sales growth during the discrete period, EBITDA, and discount rates. Changes in these assumptions could materially impact the Company’s conclusions. Based on its assessments, the Company concluded that there was no impairment of goodwill for any of its reporting units. 
 Although no reporting units failed the annual impairment test, in management’s opinion, the goodwill balances of t he Metal Packaging EMEA and Global Paper Products Asia Pacific (“APAC”) reporting units are at risk of impairment in the near term if the reporting unit’s operations do not perform in line with management’s expectations, or if there is a negative change in the long-term financial outlook for the reporting unit or in other factors such as the discount rate. In the case of Metal Packaging EMEA, the lower differential between the fair value and carrying value of the reporting unit is due to the acquisition of Eviosys in December 2024, at which time the majority of assets and liabilities acquired were recorded at fair value. 
 In the annual goodwill impairment analysis completed during the third quarter of 2025, projected future cash flows for the Metal Packaging EMEA and Global Paper Products APAC reporting units were discounted at 12.0 % and 13.0 %, respectively, and their estimated fair values were determined to exceed their individual carrying values by approximately 3.1 % and 9.0 %, respectively. 
 Based on equal weighting of the income and market approaches and holding other valuation assumptions constant, the discount rates for the Metal Packaging EMEA and Global Paper Products APAC reporting units would have to increase to 12.7 % and 15.4 %, respectively, or projected EBITDA across all future periods would have to be reduced by approximately 3.0 % and 8.4 %, respectively, in order for the estimated fair values of the reporting units to fall below carrying values. At December 31, 2025, the total goodwill associated with the Metal Packaging EMEA and Global Paper Products APAC reporting unit was $ 1,397,039 and $ 26,867 , respectively. 
 During the time subsequent to the annual evaluation, and at December 31, 2025, the Company considered whether any events and/or changes in circumstances had resulted in the likelihood that the goodwill of any of its reporting units may have been impaired. It is management’s opinion that no such events and/or changes in circumstances have occurred. 
 Other intangible assets 
 Details at December 31 are as follows: 
 2025 2024 
 Other Intangible Assets, Gross: 
 Patents $ 29,403 $ 28,941 
 Customer lists 2,895,345 2,679,372 
 Trade names 28,417 38,623 
 Proprietary technology 234,336 226,936 
 Other 2,054 2,339 
 Total Other Intangible Assets, Gross $ 3,189,555 $ 2,976,211 
 Accumulated Amortization: 
 Patents $ ( 18,706 ) $ ( 15,955 ) 
 Customer lists ( 431,704 ) ( 332,680 ) 
 Trade names ( 12,488 ) ( 13,239 ) 
 Proprietary technology 
 ( 41,990 ) ( 26,203 ) 
 Other ( 1,193 ) ( 1,436 ) 
 Total Accumulated Amortization $ ( 506,081 ) $ ( 389,513 ) 
 Other Intangible Assets, Net $ 2,683,474 $ 2,586,698 

 
 
 During 2025, the Company recorded measurement period adjustments related to the December 2024 acquisition of Eviosys that increased the previously reported fair value of customer lists by $ 42,379 . The effect on amortization expense in the prior period was immaterial. In addition, the Company wrote off other intangible assets, primarily customer lists, with a net book value of $ 1,455 as a result of the divestiture of a small recycling business in Asheville, North Carolina. See Note 4 for additional information. 
 F-23 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 In conjunction with the sale of ThermoSafe on November 3, 2025, the Company disposed of intangible assets with a net book value of $ 9,405 . The gross value of these intangible assets, which consisted primarily of customer lists and trade names, was $ 89,607 and the accumulated amortization was $ 80,202 at the time of the sale. 
 Other intangible assets are amortized using the straight-line method over their respective useful lives when management determines that the straight-line method approximates the pattern of consumption of the respective intangible assets or in relation to the asset’s specific pattern of consumption if management determines that the straight-line method does not provide a fair approximation of the consumption of benefits. These lives generally range from three to twenty years . The Company has no intangible assets with indefinite lives. 
 Aggregate amortization expense on intangible assets was $ 182,431 , $ 78,595 , and $ 67,323 for the years ended December 31, 2025, 2024, and 2023, respectively. Amortization expense on other intangible assets is expected to approximate $ 182,100 in 2026, $ 181,900 in 2027, $ 181,800 in 2028, $ 180,800 in 2029 and $ 178,500 in 2030 based on intangible assets as of December 31, 2025. 
 
 10. Supply chain financing 
 The following table sets forth the balance sheet location and rollforward of the Company’s outstanding obligations confirmed under its SCF Programs for the years ended December 31, 2025 and 2024: 
 
 Balance Sheet Location 2025 2024 
 Confirmed obligations outstanding at the beginning of the year Payable to suppliers $ 28,496 $ 24,779 
 Invoices confirmed during the year (a) (b) 
 187,392 96,785 
 Confirmed invoices paid during the year (b) (c) 
 ( 162,766 ) ( 93,068 ) 
 Confirmed obligations outstanding at the end of the year Payable to suppliers $ 53,122 $ 28,496 

 
 
 (a) Invoices confirmed in 2025 exclude $ 7,763 of obligations under SCF Programs divested upon the sale of ThermoSafe on November 3, 2025 and invoices confirmed in 2024 include $ 7,547 of obligations assumed upon the acquisition of Eviosys on December 4, 2024. 
 (b) The net payment of these obligations, exclusive of the $ 7,547 of obligations acquired in the acquisition of Eviosys in 2024, is included in “Net cash provided by operating activities” in the Company’s Consolidated Statements of Cash Flows. 
 (c) Excludes $ 6,342 of obligations under SCF Programs divested upon the sale of ThermoSafe on November 3, 2025. 
 
 
 
 11. Debt 
 Details of the Company’s debt at December 31 were as follows: 
 2025 2024 
 
 364-Day term loan due December 2025 $ — $ 1,493,568 
 Term loan due December 2026 — 698,167 
 Syndicated term loan due August 2028 498,320 497,674 
 1.80 % notes due February 2025 
 — 399,933 
 4.45 % notes due September 2026 
 498,749 496,869 
 2.25 % notes due February 2027 
 299,443 298,930 
 4.60 % notes due September 2029 
 595,694 594,519 
 3.125 % notes due May 2030 
 597,528 596,958 
 2.85 % notes due February 2032 
 496,824 496,302 
 5.00 % notes due September 2034 
 690,857 689,802 
 5.75 % notes due November 2040 
 536,314 536,282 
 Other foreign denominated debt, average rate of 5.5 % in 2025 and 6.0 % in 2024 
 40,016 155,048 
 Finance lease obligations 53,542 67,628 
 Other debt 19,638 18,341 
 Total debt $ 4,326,925 $ 7,040,021 
 Less: Notes payable and current portion of long-term debt ( 537,952 ) ( 2,054,525 ) 
 Long-term debt $ 3,788,973 $ 4,985,496 

 On February 3, 2025, the Company repaid the $ 400,000 aggregate principal amount of its 1.80 % notes upon their maturity using proceeds from the issuance of commercial paper. 
 On September 16, 2024, the Company entered into a credit agreement with the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent which provides the Company with the ability to borrow up to $ 1,500,000 on an unsecured basis (the “ 364 -Day Term Loan Facility”) to finance a portion of the cash consideration for the Company’s acquisition of Eviosys. The Company drew down the entire 364 -Day Term Loan Facility on December 2, 2024 in connection with the consummation of the Eviosys acquisition on December 4, 2024. Borrowings under the 364 -Day Term Loan Facility, became payable upon completion of the TFP divestiture. Accordingly, on April 3, 2025, the Company repaid the outstanding $ 1,500,000 principal amount of borrowings using a portion of the cash proceeds from the sale of TFP. 
 F-24 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 On July 12, 2024, the Company entered into a credit agreement with the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent which provided the Company with the ability to borrow up to $ 700,000 on an unsecured basis (the “Term Loan Facility”) to finance a portion of the cash consideration for the Company’s acquisition of Eviosys. The Company drew down the entire Term Loan Facility on December 2, 2024 in connection with the consummation of the Eviosys acquisition on December 4, 2024. Borrowings under the Term Loan Facility became payable upon completion of the ThermoSafe divestiture. Accordingly, on November 5, 2025, the Company repaid the outstanding $ 700,000 principal amount of borrowings using cash proceeds from the sale of ThermoSafe and the issuance of commercial paper. 
 On September 19, 2024, the Company completed a registered public offering of senior unsecured notes (the “Notes”) in a combined aggregate principal amount of $ 1,800,000 . The Notes consisted of the following: 
 
 Principal Amount Issuance Costs and Discounts Net Proceeds Interest Rate Maturity 
 2026 Notes $ 500,000 ( 3,697 ) $ 496,303 4.45 % September 1, 2026 
 2029 Notes 600,000 ( 5,851 ) 594,149 4.60 % September 1, 2029 
 2034 Notes 700,000 ( 10,542 ) 689,458 5.00 % September 1, 2034 
 Total $ 1,800,000 $ ( 20,090 ) $ 1,779,910 

 The Company used the net proceeds from the Notes, together with the borrowings under the Term Loan Facility and 364 -Day Term Loan Facility and cash on hand to fund the cash consideration payable by the Company in connection with the Eviosys acquisition and to pay related fees and expenses. See Note 4 for more information. 
 Included in “Other foreign denominated debt” at December 31, 2024 are $ 73,487 of transfers of certain trade receivables of Eviosys to third-party financial institutions for which the requirements to be accounted for as true sale in accordance with the guidance under ASC 860 “Transfers and Servicing,” were not met. Additions to and settlements of these obligations during the year ended December 31, 2025 are reflected as “ Proceeds from issuance of debt ” and “ Principal repayment of debt ,” respectively, in “ Net cash (used)/provided by financing activities ” in the Company’s Consolidated Statements of Cash Flows. All of these obligations had been settled as of December 31, 2025. 
 In conjunction with the announcement of the acquisition of Eviosys, the Company entered into a commitment letter with certain financial institutions that provided for a 364 -day senior unsecured bridge term loan facility (the “Bridge Loan Facility”) on June 22, 2024 in an aggregate amount of up to $ 4,000,000 to secure funding of the acquisition. As a result of obtaining financing for the Eviosys acquisition through the Term Loan Facility, the 364 -Day Term Loan Facility, and the Notes, the Company terminated the commitments under the Bridge Loan Facility and the related commitment letter effective September 19, 2024. Fees related to the Bridge Loan Facility of $ 19,000 were amortized to interest expense during the year ended December 31, 2024 . 
 On August 7, 2023, the Company entered into a credit agreement with a consortium of Farm Credit System institutions and CoBank, ACB, as Administrative Agent (the “Syndicated Term Loan Agreement”). The Syndicated Term Loan Agreement provides the Company with the ability to borrow up to $ 900,000 on an unsecured basis (the “Syndicated Term Loan Facility”). A total of $ 600,000 was drawn from the Syndicated Term Loan Facility on August 7, 2023 and used to repay the syndicated term loans that were due in December 2023 and January 2025, and to make certain capital expenditures and reimburse the Company for certain capital expenditures it had made in its operation of waste disposal facilities in rural areas. An additional $ 270,000 was drawn from the Syndicated Term Loan Facility on September 8, 2023 and used to partially fund the acquisition of the remaining interest in RTS Packaging and the acquisition of the Chattanooga Mill (see Note 4 for more information). Borrowings under the Syndicated Term Loan Facility, net of any prepayments, will become payable in full on August 7, 2028. During the years ended December 31, 2024 and 2023 , the Company repaid $ 75,000 and $ 295,000 , respectively, of the amounts drawn under the Syndicated Term Loan Facility. Borrowings under the Syndicated Term Loan Facility bear interest at a fluctuating rate per annum equal to, at the Company’s option, (i) the forward-looking SOFR term rate (“Term SOFR” and such borrowings, “Syndicated Term SOFR Loans”), (ii) a base rate set forth in the Syndicated Term Loan Agreement, or (iii) a combination thereof, plus, in each case, an applicable margin calculated based on the Company’s credit ratings and, in the of case of Syndicated Term SOFR Loans, a SOFR Adjustment (as defined in the Syndicated Term Loan Agreement) of 0.1 %. The Company has designated its borrowings under the Syndicated Term Loan Facility as Syndicated Term SOFR Loans. The margin currently applicable to Syndicated Term SOFR Loans based on the Company’s credit ratings, together with the SOFR Adjustment, is 1.90 %. If Term SOFR ceases to be available, the benchmark rate shall switch to Daily Simple SOFR (as defined in the Syndicated Term Loan Agreement). There is no required amortization under the Syndicated Term Loan Facility, and voluntary prepayments are permissible without penalty, subject to certain conditions pertaining to minimum notice and minimum prepayment and reduction amounts as described in the Syndicated Term Loan Agreement. 
 The Syndicated Term Loan Agreement contains various customary representations and warranties and affirmative and negative covenants, as more fully described in the Syndicated Term Loan Agreement. The Syndicated Term Loan Agreement also contains various customary events of default (subject to grace periods, as applicable) including, among others: nonpayment of principal, interest or fees; breach of covenant; payment default on, or acceleration under, certain other material indebtedness; inaccuracy of the representations or warranties in any material respect; bankruptcy or insolvency; inability to pay debts; certain unsatisfied judgments; certain ERISA-related events; the invalidity or unenforceability of the Syndicated Term Loan Agreement or certain other documents executed in connection therewith; and the occurrence of a change of control. 
 On May 3, 2024, the Company entered into an Amended and Restated Credit Agreement (the “Agreement”) to extend the maturity and make certain other changes to the terms under the Company’s existing five -year credit agreement dated June 21, 2021. The Agreement increases the commitments under the Company’s revolving credit facility by $ 350,000 to $ 1,250,000 and extends the maturity date to May 3, 2029. The Company also increased its $ 500,000 commercial paper program by $ 750,000 to $ 1,250,000 . The revolving credit facility continues to support the commercial paper program. At December 31, 2025, the Company had no commercial paper balances outstanding; accordingly, the committed capacity available for drawdown under its revolving credit facility at December 31, 2025 was $ 1,250,000 . Based on the pricing grid, the credit agreement for the revolving credit facility and Sonoco’s current credit ratings, any drawings are subject to the Term SOFR plus the 137.5 basis points margin. 
 F-25 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 The principal requirements of debt maturing in the next five years are: 
 
 2026 2027 2028 2029 2030 
 Debt maturities by year $ 537,952 $ 316,438 $ 513,555 $ 600,802 $ 602,236 

 As of December 31, 2025, the Company has scheduled debt maturities through the next twelve months of $ 537,952 . At December 31, 2025, the Company had $ 378,398 in cash and cash equivalents on hand, and $ 1,250,000 in committed capacity available for drawdown under its revolving credit facility. The Company believes that these amounts, combined with expected net cash flows from operating activities, provide ample liquidity to cover debt maturities and other cash flow needs of the Company over the course of the next year. 
 In addition, the Company had approximately $ 287,325 available under unused short-term lines of credit at December 31, 2025. These short-term lines of credit are available for general corporate purposes of our subsidiaries, including working capital and hedging requirements. 
 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 December 31, 2025, the Company’s interest coverage and net worth were substantially above the minimum levels required under these covenants. 
 
 12. Financial instruments and derivatives 
 The following table sets forth the carrying amounts and fair values of the Company’s significant financial instruments for which the carrying amount differs from the fair value. 
 December 31, 2025 December 31, 2024 
 
 Carrying
Amount Fair
Value Carrying
Amount Fair
Value 
 Long-term debt, net of current portion $ 3,788,973 $ 3,728,480 $ 4,985,496 $ 4,800,455 

 The carrying value of cash and cash equivalents and short-term debt approximates fair value. The fair value of long-term debt is determined based on recent trade information in the financial markets of the Company’s public debt or is determined by discounting future cash flows using interest rates available to the Company for issues with similar terms and maturities, which is considered a Level 2 fair value measurement. 
 Cash Flow Hedges 
 At December 31, 2025 and 2024, the Company had derivative financial instruments outstanding to hedge anticipated transactions and certain asset and liability related cash flows. These contracts, which have maturities ranging through December 2026, qualify as cash flow hedges under GAAP. For derivative instruments that are designated and qualify as a cash flow hedge, the gain or loss on the derivative instrument is reported as a component of other comprehensive income/(loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item. Cash flows from derivative financial instruments designated as cash flow hedges are classified as cash flows from operating activities in the Company’s Consolidated Statements of Cash Flows. 
 Commodity Cash Flow Hedges 
 Certain derivative contracts entered into to manage the cost of anticipated purchases of natural gas and aluminum have been designated by the Company as cash flow hedges. At December 31, 2025, there were no natural gas swaps covering anticipated natural gas usage in 2026 and aluminum swaps covering 6,133 metric tons of aluminum represented approximately 27 % of anticipated aluminum usage for 2026. The fair values of the Company’s commodity cash flow hedges netted to a gain position of $ 1,683 and $ 652 at December 31, 2025 and December 31, 2024, respectively. The amount of t he gain included in accumulated other comprehensive income/(loss) at December 31, 2025, expected to be reclassified to the income statement during the next twelve months is $ 1,508 . The Company also has certain natural gas hedges that are not designated as cash flow hedges. See “Non-Designated Derivatives” below for a discussion of these hedges. 
 F-26 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 Foreign Currency Cash Flow Hedges 
 The Company has entered into forward contracts to hedge certain anticipated foreign currency denominated sales and purchases expected to occur in 2026. The net positions of these contracts at December 31, 2025, were as follows (in thousands): 
 Currency Action Quantity 
 USD Contracts 
 Colombian peso purchase 9,732,940 
 Mexican peso purchase 163,250 
 Polish zloty purchase 87,110 
 Danish krone purchase 105,120 
 Swedish krona sell ( 1,902 ) 
 
 Canadian dollar purchase 15,274 
 Euro purchase 3,326 
 Turkish lira purchase 79,562 
 British pound sell ( 6,985 ) 
 USD purchase 9,639 
 Euro Contracts 
 Euro purchase 4,741 
 Polish zloty purchase 3,650 
 British pound purchase 2,850 
 USD purchase 8,720 
 
 
 
 Hungarian forint purchase 9,026,735 
 Swiss franc purchase 2,274 

 
 The fair value of foreign currency cash flow hedges related to forecasted sales and purchases netted to a gain position of $ 49 at December 31, 2025, and a loss position of $( 1,841 ) at December 31, 2024. The amount of the loss expected to be reclassified from accumulated other comprehensive income/(loss) to the income statement during the next twelve months is $ 103 . 
 Net Investment Hedge 
 In 2023, the Company became a party to cross-currency swap agreements with a total notional amount of $ 500,000 to effectively convert a portion of the Company’s fixed-rate U.S. dollar denominated debt, including the semi-annual interest payments, to fixed-rate euro-denominated debt. The swap agreements, which had a maturity of December 18, 2026, provided for the Company to receive semi-annual interest payments in U.S. dollars at a fixed rate and to make semi-annual interest payments in euros at a fixed rate. On April 15, 2024, as a result of the strengthening of the U.S. dollar against the euro, as well as a reduction in the differential between U.S. and European interest rates, the Company terminated its swap agreements and received a net cash settlement of $ 9,068 . The foreign currency translation gain of approximately $ 3,143 , net of tax, is included as a component of “Accumulated other comprehensive income/(loss).” 
 Following the unwind of the swaps, in April 2024 the Company entered into new cross-currency swap agreements with a total notional amount of $ 500,000 , maturing on May 1, 2027, to effectively convert a portion of the Company’s fixed-rate U.S. dollar-denominated debt, including the semi-annual interest payments, to fixed-rate euro-denominated debt. 
 In December 2024, the Company entered into additional cross-currency swap agreements with a total notional amount of $ 1,500,000 , including $ 500,000 maturing on September 1, 2026, $ 500,000 maturing on September 1, 2029, and $ 500,000 maturing on May 1, 2030. The swaps effectively convert a portion of the Company’s fixed-rate U.S. 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, the Company entered into additional cross-currency swap agreements with a total notional amount of $ 285,000 , maturing on February 1, 2027. The swaps effectively convert a portion of the Company’s fixed-rate U.S. dollar-denominated debt, including the semi-annual interest payments, to fixed-rate euro-denominated debt at the prevailing market rate at execution. 
 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 income on the cross-currency swaps totaling $ 36,480 for the year ended December 31, 2025 is excluded from the net investment hedge effectiveness assessment and is recorded in “Interest expense” in the Company’s 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 $( 207,203 ) and a gain position of $ 11,919 at December 31, 2025 and December 31, 2024, respectively. A foreign currency translation loss of $( 154,366 ) (net of income taxes of $ 52,837 ) and gain of $ 8,880 (net of income taxes of $ 3,039 ) were reported as components of “Accumulated other comprehensive income/(loss)” within “Foreign currency items” at December 31, 2025 and December 31, 2024, respectively. 
 Non-Designated Derivatives 
 The Company routinely enters into other derivative contracts which are not designated for hedge accounting treatment under ASC 815, “Derivatives and Hedging.” As such, changes in fair value of these non-designated derivatives are recorded directly to income and expense in the periods that they occur. 
 F-27 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 Foreign Currency Hedges 
 The Company routinely enters into forward contracts or swaps to economically hedge the currency exposure of intercompany debt and foreign currency denominated receivables and payables. The net currency positions of these non-designated contracts at December 31, 2025, were as follows (in thousands): 
 
 Currency Action Quantity 
 USD Contracts 
 Indonesian rupiah purchase 10,632,390 
 Colombian peso purchase 67,686,355 
 Mexican peso purchase 276,516 
 
 
 
 
 Canadian dollar purchase 4,224 
 
 Euro Contracts 
 British pound sell ( 395 ) 
 Polish zloty sell ( 51,337 ) 
 Thai baht sell ( 550,013 ) 
 Hungarian forint purchase 356,793 
 
 
 USD sell ( 2,880 ) 

 Commodity Hedges 
 The Company has entered into non-designated derivative contracts to manage the cost of anticipated purchases of natural gas. At December 31, 2025, these contracts consisted of natural gas swaps covering approximately 3.0 million metric million British thermal units (“MMBTUs”) representing approximately 52.3 % of anticipated usage in North America for 2026. At December 31, 2025, there were no non-designated contracts covering anticipated aluminum usage for 2026. 
 Interest Rate Hedges 
 In anticipation of the offering of the Notes (see Note 11 for additional information), the Company entered into treasury lock derivative instruments with eleven banks, with a total notional principal amount of $ 900,000 , on August 29, 2024. These instruments had the risk management objective of reducing the Company’s exposure to increases in the underlying Treasury index up to the date of pricing of the Notes. The derivatives were settled when the Notes priced on September 17, 2024, with the Company recognizing a loss on the settlement of $( 11,088 ). The loss is included in “Interest expense” in the Company’s Consolidated Statements of Income for the year ended December 31, 2024. 
 The fair value of the Company’s non-designated derivatives position was a loss of $( 1,113 ) and $( 2,694 ) at December 31, 2025 and December 31, 2024, respectively. 
 The following table sets forth the location and fair values of the Company’s derivative instruments at December 31, 2025 and December 31, 2024: 
 
 Fair Value at December 31 
 Description Balance Sheet Location 2025 2024 
 Derivatives designated as hedging instruments: 
 Commodity Contracts Prepaid expenses $ 1,508 $ 671 
 Commodity Contracts Other Assets 175 — 
 Commodity Contracts Accrued expenses and other payables — ( 19 ) 
 
 Foreign Exchange Contracts Prepaid expenses 1,131 2,068 
 Foreign Exchange Contracts Other Assets 33 — 
 Foreign Exchange Contracts Accrued expenses and other payables ( 1,028 ) ( 3,909 ) 
 Foreign Exchange Contracts Other Liabilities ( 87 ) — 
 Net investment hedge Prepaid expenses 19,358 26,833 
 Net investment hedge Other Assets — 1,845 
 Net investment hedge Accrued expenses and other payables ( 58,594 ) — 
 Net investment hedge Other Liabilities ( 167,967 ) ( 16,759 ) 
 Derivatives not designated as hedging instruments: 
 Commodity Contracts Prepaid expenses $ 185 $ 961 
 
 Commodity Contracts Accrued expenses and other payables ( 1,517 ) ( 574 ) 
 
 Foreign Exchange Contracts Prepaid expenses 1,106 ( 59 ) 
 
 Foreign Exchange Contracts Accrued expenses and other payables ( 887 ) ( 3,022 ) 
 
 

 While certain of the Company’s derivative contract arrangements with its counterparties provide for the ability to settle contracts on a net basis, the Company reports its derivative positions on a gross basis. There are no collateral arrangements or requirements in these agreements. 
 F-28 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 The following tables set forth the effect of the Company’s derivative instruments on financial performance for the year ended December 31, 2025 and December 31, 2024, excluding the gains or losses on foreign currency cash flow hedges that were reclassified from accumulated other comprehensive income/(loss) to the carrying value of the capitalized expenditures: 
 Description Amount of Gain or (Loss) Recognized in OCI on Derivatives Location of Gain or (Loss) Reclassified from Accumulated OCI into Income Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income 
 Derivatives in Cash Flow Hedging Relationships: 
 Year Ended December 31, 2025 
 Foreign Exchange Contracts $ 2,879 Net sales $ 3,811 
 Cost of sales $ ( 2,557 ) 
 Commodity Contracts $ 1,478 Cost of sales $ 447 
 
 Year Ended December 31, 2024 
 Foreign Exchange Contracts $ ( 4,994 ) Net sales $ ( 1,174 ) 
 Cost of sales $ ( 253 ) 
 Commodity Contracts $ 665 Cost of sales $ ( 28 ) 

 
 Description 
 Gain or (Loss) Recognized Location of Gain or (Loss) Recognized in Income Statement 
 Derivatives not Designated as Hedging Instruments: 
 Year Ended December 31, 2025 
 Commodity Contracts $ ( 1,546 ) Cost of sales 
 Foreign Exchange Contracts $ 6,683 Selling, general and administrative 
 
 Year Ended December 31, 2024 
 Commodity Contracts $ ( 2,976 ) Cost of sales 
 Foreign Exchange Contracts $ ( 8,168 ) Selling, general and administrative 
 

 
 Year Ended December 31, 2025 Year Ended December 31, 2024 
 Description Net Sales Cost of sales Net Sales Cost of sales 
 Total amount of income and expense line items presented in the Consolidated Statements of Income $ 3,811 $ ( 2,110 ) $ ( 1,174 ) $ ( 281 ) 
 
 Gain or (loss) on cash flow hedging relationships: 
 Foreign exchange contracts: 
 Amount of gain or (loss) reclassified from accumulated other comprehensive income into net income $ 3,811 $ ( 2,557 ) $ ( 1,174 ) $ ( 253 ) 
 
 Commodity contracts: 
 Amount of gain or (loss) reclassified from accumulated other comprehensive income into net income $ — $ 447 $ — $ ( 28 ) 

 
 
 F-29 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 
 

 13. Fair value measurements 
 Fair value is defined as an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: 
 Level 1 – Observable inputs such as quoted market prices in active markets; 
 
 Level 2 – Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and 
 
 Level 3 – Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. 

 Assets that are calculated at net asset value (“NAV”) per share are not required to be categorized within the fair value hierarchy. 
 The following tables set forth information regarding the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis: 
 Description December 31, 2025 Assets measured at NAV (f) 
 Level 1 Level 2 Level 3 
 Hedge derivatives, net: 
 Commodity contracts $ 1,683 $ — $ — $ 1,683 $ — 
 Foreign exchange contracts 49 — — 49 — 
 Net investment hedge ( 207,203 ) — — ( 207,203 ) — 
 Non-hedge derivatives, net: 
 Commodity contracts ( 1,332 ) — — ( 1,332 ) — 
 Foreign exchange contracts 219 — — 219 — 
 Postretirement benefit plan assets: 
 Common Collective Trust (a) 
 13,139 13,139 — — — 
 Mutual funds (b) 
 25,885 — — 25,885 — 
 Fixed income securities (c) 
 263,441 63,517 — 199,924 — 
 Short-term investments (d) 
 3,184 — — 3,184 — 
 Real estate funds (e) 
 5,019 5,019 — — — 
 Cash and accrued income 9,789 — 9,789 — — 
 Total postretirement benefit plan assets $ 320,457 $ 81,675 $ 9,789 $ 228,993 $ — 
 Description December 31, 2024 Assets measured at NAV (f) 
 Level 1 Level 2 Level 3 
 Hedge derivatives, net: 
 Commodity contracts 652 $ — $ — $ 652 $ — 
 Foreign exchange contracts ( 1,841 ) — — ( 1,841 ) — 
 Net investment hedge 11,919 — — 11,919 — 
 Non-hedge derivatives, net: 
 Commodity contracts 387 — — 387 — 
 Foreign exchange contracts ( 3,081 ) — — ( 3,081 ) — 
 Postretirement benefit plan assets: 
 Common Collective Trust (a) 
 13,259 13,259 — — — 
 Mutual funds (b) 
 43,059 — — 43,059 — 
 Fixed income securities (c) 
 235,952 62,458 — 173,494 — 
 Short-term investments (d) 
 3,493 — — 3,493 — 
 Real estate funds (e) 
 480 480 — — — 
 Cash and accrued income 7,757 — 7,757 — — 
 Total postretirement benefit plan assets $ 304,000 $ 76,197 $ 7,757 $ 220,046 $ — 

 a. Common collective trust investments consist of domestic and international large and mid capitalization equities, including emerging markets and funds invested in both short-term and long-term bonds. Underlying investments are generally valued at closing prices from national exchanges. Commingled funds, private securities, and limited partnerships are valued at unit values or NAVs provided by the investment managers. 
 b. Mutual fund investments are comprised of equity securities of corporations with large capitalizations and also include funds invested in corporate equities in international and emerging markets and funds invested in long-term bonds, which are valued at closing prices from national exchanges. 
 c. Fixed income securities include funds that invest primarily in government securities and long-term bonds. Underlying investments are generally valued at closing prices from national exchanges, fixed income pricing models, and independent financial analysts. Fixed income commingled funds are valued at unit values provided by the investment managers. 
 d. Short-term investments include several money market funds used for managing overall liquidity. Underlying investments are generally valued at closing prices from national exchanges. Commingled funds are valued at unit values provided by the investment managers. 
 e. Includes investments in real estate funds (including office, industrial, residential and retail). Underlying real estate securities are generally valued at closing prices from national exchanges. 
 F-30 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 f. Certain assets that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. 
 The Company’s pension plan assets comprise more than 96 % of its total postretirement benefit plan assets. Accordingly, the assets of the Company’s various pension plans and retiree health and life insurance plans are not shown separately, but are combined in the tables above. Postretirement benefit plan assets are netted against postretirement benefit obligations to determine the funded status of each plan. The funded status is recognized in the Company’s Consolidated Balance Sheets as shown in Note 15. 
 As discussed i n Note 12, the Company uses derivatives to mitigate the effect of commodity fluctuations, foreign currency fluctuations and, from time to time, interest rate movements. Fair value measurements for the Company’s derivatives are classified under Level 2 because such measurements are estimated based on observable inputs such as interest rates, yield curves, spot and future commodity prices and spot and future exchange rates. There were no transfers in or out of Level 1 or Level 2 fair value measurements during the years ended December 31, 2025 or 2024. 
 The Company measures certain non-financial assets and non-financial liabilities at fair value on a non-recurring basis. See Note 4 for a discussion of assets acquired and liabilities assumed in acquisitions and sold in dispositions, and Note 5 for a discussion of asset impairments associated with restructuring activities. The fair value of assets determined based on third-party appraisals and classified as Level 3 measurements due to the use of significant unobservable inputs was not material at December 31, 2025 or 2024. 
 The Company has an investment in the preferred stock of a nonaffiliated private company. This investment is accounted for under the measurement alternative of cost less impairment, adjusted for any qualifying observable price changes on a non-recurring basis. Observable price changes would consist of Level 2 inputs based on privately negotiated transactions with the nonaffiliated company. The total investment in preferred stock of $ 21,212 is included in “Other Assets” in the Company’s Consolidated Balance Sheet as of December 31, 2025. 
 For additional fair value information on the Company’s financial instruments, see Note 12. 
 
 14. Share-based compensation plans 
 The Company provides share-based compensation to certain employees and non-employee directors in the form of RSUs, PCSUs, and other share-based awards. Beginning in 2024, share-based awards were issued pursuant to the Sonoco Products Company 2024 Omnibus Incentive Plan (the “2024 Plan”), which became effective upon approval by the shareholders on April 17, 2024. Awards issued from 2019 through 2023 were issued pursuant to the Sonoco Products Company 2019 Omnibus Incentive Plan (the “2019 Plan”). 
 As of the April 17, 2024 effective date, the 2024 Plan superseded the 2019 Plan and became the only plan under which equity-based compensation may be awarded to employees and non-employee directors. However, any awards under any of the prior plans that were outstanding on the effective date of the 2024 Plan remain subject to the terms and conditions, and continue to be governed, by such prior plans. Awards issued between January 1 and April 16, 2024 were effectively issued under the 2024 Plan when such awards were transferred over to be applied against the 2024 Plan’s reserve. Share reserve reductions for restricted and performance-based stock awards and stock appreciation rights originally granted under the 2019 Plan were weighted equally on a one-for-one basis in accordance with the shareholder-approved conversion formula included within the 2024 Plan. Share awards granted under all previous plans which are forfeited, expire or are canceled without delivery of shares, or which result in forfeiture of shares back to the Company, will be added back to the total shares available under the 2024 Plan. Shares of the Company’s common stock repurchased to satisfy employee tax withholding obligations in association with the exercise of RSUs and PCSUs, but not stock appreciation rights (“SARs”), will also be added back to the total shares available under the 2024 Plan. 
 At December 31, 2025, a total of 1,674,656 shares remain available for future grant under the 2024 Plan. The Company issues new shares for stock unit conversions and stock appreciation right exercises. 
 Accounting for share-based compensation 
 Total compensation cost for share-based payment arrangements was $ 17,787 , $ 26,948 and $ 24,738 , for 2025, 2024 and 2023, respectively. The related tax benefit recognized in net income was $ 4,475 , $ 6,852 , and $ 6,162 , for the same years, respectively. Share-based compensation expense is included in “Selling, general and administrative expenses” in the Company’s Consolidated Statements of Income. The Company accounts for forfeitures of its share-based payment arrangements as they occur. 
 An “excess” tax benefit is created when the tax deduction for an exercised stock appreciation right or converted stock unit exceeds the compensation cost that has been recognized in income. The additional net excess tax benefit realized was $ 501 , $ 257 and $ 978 for 2025, 2024 and 2023, respectively. 
 Restricted Stock Units 
 The Company grants awards of RSUs to executive officers and certain key management employees annually on a discretionary basis. These awards vest over a three-year period with one-third vesting on each anniversary date of the grant. The expense for these RSUs is recognized following the graded-vesting method, which results in front-loaded expense being recognized during the early years of the required service period. For awards granted prior to 2021, participants must be actively employed by the Company on the vesting date for shares to be issued, except in the event of the participant’s death, disability, or involuntary (or good reason) termination within two years of a change in control prior to full vesting, in which case shares will immediately vest. For awards granted since 2020, in the event of the participant’s death, disability or retirement prior to full vesting, shares will be issued on a pro rata basis up through the time the participant’s employment or service ceases. Once vested, these awards do not expire. 
 The Company from time to time grants special RSUs to certain of its executive officers and directors. These awards normally vest over a five-year period with one-third vesting on each of the third, fourth and fifth anniversaries of the grant, but in some circumstances may vest over a shorter period, or cliff vest at the end of the five-year period. Normally a participant must be actively employed by, or serving as a director of, the Company on the vesting date for shares to be issued, but the Company may make other arrangements in connection with termination of employment prior to the vesting date. Officers and directors can elect to defer receipt of RSUs, which will be issued in shares of Sonoco common stock in installments beginning no earlier than six months following separation from the Company or the Board of Directors (the “Board”), respectively. Key management employees are required to take receipt of the stock issued upon the vest date. 
 The weighted-average grant-date fair value of RSUs granted was $ 42.75 , $ 52.41 and $ 56.87 per share in 2025, 2024 and 2023, respectively. The fair value of shares vesting during the year was $ 15,348 , $ 13,190 , and $ 10,320 for 2025, 2024 and 2023, respectively. Non-cash stock-based compensation associated with restricted stock grants totaled $ 13,421 , $ 14,748 and $ 12,888 for 2025, 2024 and 2023, respectively. As of December 31, 2025, there was $ 11,264 of total unrecognized compensation cost related to nonvested RSUs. This cost is expected to be recognized over a weighted-average period of 30 months. 
 F-31 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 The activity related to RSUs for the year ended December 31, 2025 is as follows: 
 Nonvested Vested Total Average Grant Date Fair Value Per Share 
 Outstanding, December 31, 2024 681,616 75,580 757,196 $ 53.43 
 Granted 451,499 — 451,499 $ 42.75 
 Vested ( 327,019 ) 327,019 — 
 Converted — ( 284,530 ) ( 284,530 ) $ 54.28 
 Cancelled ( 118,243 ) — ( 118,243 ) $ 50.13 
 Dividend equivalents 517 5,790 6,307 $ 43.90 
 Outstanding, December 31, 2025 688,370 123,859 812,229 $ 47.43 

 Performance Contingent Restricted Stock Units 
 The Company grants PCSUs annually on a discretionary basis to executive officers and certain key management employees. The ultimate number of PCSUs awarded is dependent upon the degree to which performance, relative to defined targets related to earnings and return on invested capital is achieved over a three-year performance cycle and for the 2025 and 2024 PCSU grants only, a modifier for total stock return performance. 
 The Company estimates the fair value of its PCSUs based upon the Company’s stock price on the dates of grant and an estimate of the Company’s payout modifier based upon the projected total stock return performance relative to its peer group companies. The comparative market index for the awards that vest based on total stock return to shareholders is the S&P Composite 1500 Materials Index. If the Company’s actual total stock return for the three-year measurement period is determined to be between the 25th and 75th percentile relative to its peers, no additional modifier is triggered for the particular PCSU grant upon vesting. If the Company’s total stock return for the three-year measurement period is determined to be above the 75th percentile, the modifier adds 20 % to the award’s vested share payout for total stock return performance in the top quartile, and if the Company’s return falls below the 25th percentile relative to its peers, the modifier reduces the award’s share payout by 20 % for performance in the bottom quartile. 
 PCSUs granted vest at the end of the three-year performance period if the respective performance targets are met. No units will be awarded if the performance targets are not met. Upon vesting, PCSUs are convertible into common shares on a one-for-one basis. Officers can elect to defer receipt of PCSUs, which will be issued in shares of Sonoco common stock in installments beginning no earlier than six months following separation from the Company. Key management employees are required to take receipt of the stock issued upon the vest date. Except in the event of the participant’s death, disability, or retirement, if a participant is not employed by the Company at the end of the performance period, no PCSUs will vest. However, in the event of the participant’s death, disability or retirement prior to full vesting, shares will be issued on a pro rata basis up through the time the participant’s employment or service ceases. In the event of a change in control, as defined under the 2024 Plan, all unvested PCSUs will vest at target on a pro rata basis if the change in control occurs during the three-year performance period. 
 The activity related to PCSUs for the year ended December 31, 2025 is as follows: 
 Nonvested Vested Total Average Grant Date Fair Value Per Share 
 Outstanding, December 31, 2024 283,675 350,081 633,756 $ 52.13 
 Granted 272,478 — 272,478 $ 40.95 
 Performance adjustments ( 258,333 ) — ( 258,333 ) $ 42.17 
 Vested ( 75,263 ) 75,263 — 
 Converted — ( 309,397 ) ( 309,397 ) $ 51.94 
 Cancelled ( 46,162 ) — ( 46,162 ) $ 48.58 
 Dividend equivalents — 1,932 1,932 $ 45.20 
 Outstanding, December 31, 2025 176,395 117,879 294,274 $ 51.25 

 2025 PCSU. As of December 31, 2025, the 2025 PCSUs to be awarded are estimated to range from 0 to 580,331 units, including the 20 % total stock return modifier, and are tied to the three-year performance period ending December 31, 2027. 
 2024 PCSU. As of December 31, 2024, the 2024 PCSUs to be awarded are estimated to range from 0 to 415,611 units, including the 20 % total stock return modifier, and are tied to the three-year performance period ending December 31, 2026. 
 2023 PCSU. The performance cycle for the 20 23 PCSUs was completed on December 31, 2025. Outstanding stock units of 75,263 units were determined to have been earned. The fair value of these earned units was $ 3,285 a s of December 31, 202 5. No ad ditional units were earned for the total stock return modifier since the Company’s stock return was between the 25th and 75th percentiles relative to its peers for the measurement period ended December 31, 2025. 
 2022 PCSU. The performance cycle for the 2022 PCSUs was completed on December 31, 2024. Outstanding stock units of 330,888 units were determined to have been earned. The fair value of these units was $ 16,164 as of December 31, 2024. 
 2021 PCSU. The performance cycle for the 2021 PCSUs was completed on December 31, 2023. Outstanding stock units of 225,530 units were determined to have been earned. The fair value of these units was $ 12,600 as of December 31, 2023. 
 The weighted-average grant-date fair value of PCSUs granted was $ 40.95 , $ 50.54 , and $ 55.04 per share in 2025, 2024 and 2023, respectively. Non-cash stock-based compensation associated with PCSUs totaled $ 2,599 , $ 10,176 and $ 9,826 for 2025, 2024 and 2023, respectively. As of December 31, 2025, there was approximately $ 3,250 of total unrecognized compensation cost related to nonvested PCSUs. This cost is expected to be recognized over a weighted-average period of 15 months. 
 F-32 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 Deferred compensation plans 
 Certain officers of the Company receive a portion of their compensation, either current or deferred, in the form of stock equivalent units. Units are granted as of the day the cash compensation would have otherwise been paid using the closing price of the Company’s common stock on that day. Deferrals into stock equivalent units are converted into phantom stock equivalents as if Sonoco shares were actually purchased. The units immediately vest and earn dividend equivalents. Units are distributed in the form of common stock upon retirement over a period elected by the employee. 
 Non-employee directors may elect to defer a portion of their cash retainer or other fees (except chair retainers) into phantom stock equivalent units as if Sonoco shares were actually purchased. The deferred stock equivalent units accrue dividend equivalents, and are issued in shares of Sonoco common stock beginning six months following termination of Board service. Directors must elect to receive these deferred distributions in one , three or five annual installments. 
 The activity related to deferred compensation for equity award units granted to both employees and non-employee directors combined is as follows: 
 Total 
 Outstanding, December 31, 2024 361,423 
 Deferred 42,013 
 Converted ( 8,146 ) 
 Dividend equivalents 16,857 
 Outstanding, December 31, 2025 412,147 

 Compensation deferrals for employees and directors, all of which will be settled in Company stock after retirement, totaled $ 1,767 , $ 2,024 , and $ 2,024 , during 2025, 2024, and 2023, respectively. 
 Stock appreciation rights 
 Through 2019, the Company granted SARs annually on a discretionary basis to key employees. These SARs had an exercise price equal to the closing market price on the date of the grant and can be settled only in stock. All outstanding SARs are vested as of December 31, 2025. The weighted average remaining contractual life for outstanding and exercisable SARs at December 31, 2025 was 3.3 years. 
 The activity related to SARs for the year ended December 31, 2025 is as follows: 
 
 Nonvested Vested Total Weighted-average Exercise Price 
 Outstanding, December 31, 2024 — 663,404 663,404 $ 55.62 
 Vested — — — $ — 
 Granted — — — $ — 
 Exercised — ( 35,972 ) ( 35,972 ) $ 45.11 
 Forfeited/Expired — ( 111,279 ) ( 111,279 ) $ 58.22 
 Outstanding, December 31, 2025 — 516,153 516,153 $ 55.79 
 Exercisable, December 31, 2025 — 516,153 516,153 $ 55.79 

 Noncash stock-based compensation expense associated with SARs totaled $ 0 for 2025, 2024 and 2023. As of December 31, 2025, there is no unrecognized compensation cost remaining. 
 The aggregate intrinsic value of SARs exercised during 2025, 2024, and 2023 was $ 0 , $ 74 , and $ 158 using the fair market value of the Company’s stock at December 31, 2025, 2024, and 2023, respectively. The aggregate intrinsic value for outstanding and exercisable SARs was $ 79 at December 31, 2025 using the fair market value of the Company’s stock on that date of $ 43.64 per share. 
 
 
 F-33 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 
 
 
 15. Employee benefit plans 
 Retirement plans and retiree health and life insurance plans 
 The Company provides non-contributory defined benefit pension plans for certain of its employees in the United States, Mexico, Belgium, Germany, France, Italy, Switzerland, Spain, Ireland and Turkey. The Company also sponsors contributory defined benefit pension plans covering certain of its employees in the United Kingdom, Canada and the Netherlands, and provides postretirement healthcare and life insurance benefits to a limited number of its retirees and their dependents in the United States and Canada, based on certain age and/or service eligibility requirements. 
 The components of net periodic benefit cost/(income) include the following: 
 2025 2024 2023 
 Retirement Plans 
 Service cost $ 5,497 $ 3,456 $ 2,878 
 Interest cost 21,588 19,097 18,101 
 Expected return on plan assets ( 13,667 ) ( 11,133 ) ( 9,451 ) 
 Amortization of prior service cost 923 864 926 
 Amortization of net actuarial loss 3,871 4,472 4,300 
 Effect of settlement loss 42 530 1,010 
 Effect of curtailment gain ( 263 ) — — 
 Net periodic benefit cost $ 17,991 $ 17,286 $ 17,764 
 Retiree Health and Life Insurance Plans 
 Service cost $ 134 $ 178 $ 230 
 Interest cost 919 919 507 
 Expected return on plan assets ( 413 ) ( 392 ) ( 313 ) 
 Amortization of prior service cost 375 385 — 
 Amortization of net actuarial gain ( 1,160 ) ( 899 ) ( 768 ) 
 Net periodic benefit (income)/cost $ ( 145 ) $ 191 $ ( 344 ) 

 The following tables set forth the Plans’ obligations and assets at December 31: 
 Retirement Plans Retiree Health and
Life Insurance Plans 
 
 2025 2024 2025 2024 
 Change in Benefit Obligation 
 Benefit obligation at January 1 $ 452,275 $ 413,340 $ 19,832 $ 22,571 
 Service cost 5,497 3,456 134 178 
 Interest cost 21,588 19,097 919 919 
 Plan participant contributions 306 31 — — 
 Plan amendments 675 615 ( 321 ) — 
 Actuarial (gain)/loss ( 6,621 ) ( 18,935 ) 1,027 ( 2,389 ) 
 Benefits paid ( 27,380 ) ( 28,263 ) ( 1,181 ) ( 1,418 ) 
 Impact of foreign exchange rates 23,875 ( 8,926 ) 16 ( 29 ) 
 Effect of settlements ( 8,576 ) ( 2,218 ) — — 
 Effect of curtailments ( 408 ) — — — 
 Other 1,639 — — — 
 Acquisitions 42 74,078 — — 
 Benefit obligation at December 31 $ 462,912 $ 452,275 $ 20,426 $ 19,832 

 F-34 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 
 Retirement Plans Retiree Health and
Life Insurance Plans 
 
 2025 2024 2025 2024 
 Change in Plan Assets 
 Fair value of plan assets at January 1 $ 290,825 $ 295,587 $ 13,175 $ 13,213 
 Actual return on plan assets 13,722 ( 5,203 ) 669 535 
 Company contributions 21,490 18,798 794 835 
 Plan participant contributions 306 77 — — 
 Benefits paid ( 27,380 ) ( 28,263 ) ( 1,181 ) ( 1,360 ) 
 Impact of foreign exchange rates 17,588 ( 7,200 ) — — 
 Effect of settlements ( 8,576 ) ( 2,218 ) — — 
 Expenses paid ( 1,945 ) ( 1,976 ) ( 29 ) ( 48 ) 
 Other 999 — — — 
 Acquisitions — 21,223 — — 
 Fair value of plan assets at December 31 $ 307,029 $ 290,825 $ 13,428 $ 13,175 
 Funded status of the Plans $ ( 155,883 ) $ ( 161,450 ) $ ( 6,998 ) $ ( 6,657 ) 

 
 
 
 
 Retirement Plans Retiree Health and
Life Insurance Plans 
 
 2025 2024 2025 2024 
 Total Recognized Amounts in the Consolidated Balance Sheets 
 Noncurrent assets $ 27,283 $ 24,919 $ — $ — 
 Current liabilities ( 11,402 ) ( 11,382 ) ( 786 ) ( 817 ) 
 Noncurrent liabilities ( 171,764 ) ( 174,987 ) ( 6,212 ) ( 5,840 ) 
 Net liability $ ( 155,883 ) $ ( 161,450 ) $ ( 6,998 ) $ ( 6,657 ) 

 Items not yet recognized as a pre-tax component of net periodic benefit cost that are included in Accumulated Other Comprehensive Loss as of December 31, 2025 and 2024, are as follows: 
 Retirement Plans Retiree Health and
Life Insurance Plans 
 
 2025 2024 2025 2024 
 Net actuarial loss/(gain) $ 100,220 $ 109,718 $ ( 5,747 ) $ ( 7,706 ) 
 Prior service cost 5,683 5,020 10,555 11,251 
 
 $ 105,903 $ 114,738 $ 4,808 $ 3,545 

 The pre-tax amounts recognized in Other Comprehensive Loss/(Income) include the following: 
 Retirement Plans Retiree Health and 
Life Insurance Plans 
 
 2025 2024 2023 2025 2024 2023 
 Adjustments arising during the period: 
 Net actuarial (gain)/loss $ ( 4,998 ) $ ( 238 ) $ 10,709 $ 799 $ ( 2,485 ) $ ( 451 ) 
 Prior service cost 736 327 430 ( 321 ) — 11,637 
 Net settlement/curtailment gain/(loss) 
 221 ( 530 ) ( 1,010 ) — — — 
 Amortization recognized during the period: 
 Net actuarial (loss)/gain ( 3,871 ) ( 4,472 ) ( 4,300 ) 1,160 899 768 
 Prior service cost ( 923 ) ( 864 ) ( 926 ) ( 375 ) ( 385 ) — 
 
 Total recognized in other comprehensive (income)/loss $ ( 8,835 ) $ ( 5,777 ) $ 4,903 $ 1,263 $ ( 1,971 ) $ 11,954 
 Total recognized in net periodic benefit cost and other comprehensive loss/(income) $ 9,156 $ 11,509 $ 22,707 $ 1,118 $ ( 1,780 ) $ 11,610 

 The accumulated benefit obligation (“ABO”) for all defined benefit plans was $ 469,719 and $ 440,126 at December 31, 2025 and 2024, respectively. 
 The projected benefit obligation (“PBO”), ABO and fair value of plan assets for pension plans with ABOs in excess of plan assets were, $ 293,402 , $ 283,773 and $ 105,647 , respectively, as of December 31, 2025, and $ 279,472 , $ 270,720 and $ 94,384 , respectively, as of December 31, 2024. 
 Eviosys acquisition 
 On December 4, 2024, the Company completed the acquisition of Eviosys, which included the assumption of several defined benefit plans (the “Eviosys Plans”), including non-contributory defined benefit pension plans for certain of its employees, primarily in Germany, France, Italy, Switzerland, Spain, and Ireland. The Company determined the acquisition-date fair values of the PBO and plan assets of the Eviosys Plans to be $ 74,120 and $ 21,223 , respectively, resulting in a long-term and short-term unfunded pension obligations of $ 51,918 and $ 979 , respectively. 
 F-35 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 RTS Packaging defined benefit plan 
 On September 8, 2023, the Company completed the acquisition of the remaining 65 % ownership interest of the RTS Packaging joint venture, which included the assumption of the RTS Packaging Pension Plan (the “RTS Plan”). Since the formation of the original joint venture, the Company had recognized its 35 % share of actuarial gains and losses related to the RTS Plan in “Accumulated other comprehensive loss.” Upon the acquisition of the remaining 65 % interest in RTS Packaging, a pre-tax loss of $ 4,756 ($ 3,543 after tax) was reclassified out of “Accumulated other comprehensive loss” into earnings. The pre-tax loss is reflected in “Other (expenses)/ income, net” in the Company’s Consolidated Statements of Income for the year ended December 31, 2023. 
 Plan settlements, changes and amendments 
 On January 2, 2025, the RTS Plan was merged with the U.S. Active Plan. Accordingly, disclosures referring to the “U.S. Retirement Plans” or the “U.S. Active Plan” include the legacy RTS Plan. 
 The Company recognized net settlement losses totaling $ 42 , $ 530 , and $ 1,010 in 2025, 2024, and 2023, respectively, resulting primarily from payments made to certain participants in the Company’s non-union Canadian pension plan who elected a lump sum distribution option upon retirement. The net settlement losses in 2025 also reflect settlement gains related to lump sum distributions to participants for certain Eviosys plans as a result of plant closures. Settlements in 2023 also included payments associated with the termination of a pension plan in Taiwan. The curtailment gains recognized in 2025 relate primarily to the termination of certain Eviosys Plan participants as a result of plant closures. 
 The Company amended its U.S. Retiree Health and Life Insurance Plan in 2023 to expand the eligibility requirements for certain non-union hourly employees. The amendment resulted in an increase in both the accumulated postretirement benefit obligation and prior service cost component of accumulated other comprehensive loss of $ 11,637 . The service cost is being amortized over the average life expectancy of the plan participants beginning in 2024. 
 Projected benefit payments 
 The following table sets forth the Company’s projected benefit payments for the next ten years: 
 Year Retirement Plans Retiree Health and Life Insurance Plans 
 2026 $ 33,035 $ 1,341 
 2027 $ 31,416 $ 1,419 
 2028 $ 33,787 $ 1,483 
 2029 $ 33,314 $ 1,509 
 2030 $ 33,853 $ 1,387 
 2031-2035 $ 178,345 $ 8,723 

 Assumptions 
 The following tables set forth the major actuarial assumptions used in determining the benefit obligation and net periodic benefit cost: 
 Weighted-average assumptions
used to determine benefit
obligations at December 31 U.S. Retirement Plans U.S. Retiree Health and Life Insurance Plans Foreign Plans 
 Discount Rate 
 2025 5.28 % 5.13 % 5.02 % 
 2024 5.52 % 5.32 % 6.52 % 
 Rate of Compensation Increase 
 2025 — % 2.99 % 2.46 % 
 2024 — % 3.02 % 3.59 % 

 
 Weighted-average assumptions
used to determine net periodic benefit
cost for years ended December 31 U.S. Retirement Plans U.S. Retiree Health and Life Insurance Plans Foreign Plans 
 Discount Rate 
 2025 5.52 % 5.32 % 6.52 % 
 2024 4.84 % 4.68 % 4.79 % 
 2023 5.01 % 4.92 % 4.97 % 
 Expected Long-term Rate of Return 
 2025 3.89 % 4.64 % 5.45 % 
 2024 3.08 % 3.05 % 4.36 % 
 2023 2.48 % 2.45 % 4.70 % 
 Rate of Compensation Increase 
 2025 — % 2.99 % 2.46 % 
 2024 — % 3.03 % 3.11 % 
 2023 — % 2.99 % 3.29 % 

 The Company adjusts its discount rates at the end of each fiscal year based on yield curves of high-quality debt instruments over durations that match the expected benefit payouts of each plan. The expected long-term rate of return assumption is based on the Company’s current and expected future portfolio mix by asset class, and expected nominal returns of these asset classes using an economic “building block” approach. 
 F-36 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 Expectations for inflation and real interest rates are developed and various risk premiums are assigned to each asset class based primarily on historical performance. The assumed rate of compensation increase reflects historical experience and management’s expectations regarding future salary and incentive increases. 
 Medical trends 
 The U.S. Retiree Health and Life Insurance Plan makes up approximately 98 % of the Retiree Health liability. Therefore, the following information relates to the U.S. plan only. 
 Healthcare Cost Trend Rate Pre-age 65 Post-age 65 
 2025 6.20 % 7.00 % 
 2024 6.17 % 7.28 % 
 Ultimate Trend Rate Pre-age 65 Post-age 65 
 2025 4.50 % 4.50 % 
 2024 4.50 % 4.50 % 
 Year at which the Rate Reaches
the Ultimate Trend Rate Pre-age 65 Post-age 65 
 2025 2036 2036 
 2024 2035 2035 

 
 
 Based on amendments to the U.S. plan approved in 1999, which became effective in 2003, cost increases borne by the Company are limited to the Urban CPI, as defined. 
 Retirement plan assets 
 The assets of the U.S., Eviosys, U.K., and Canadian defined benefit plans comprise approximately 92 % of the total postretirement benefit plan assets. Therefore, the following disclosures relate only to the assets of these plans. 
 The following table sets forth the weighted-average asset allocations of the Company’s retirement plans at 2025 and 2024, by asset category. 
 Asset Category 
 U.S. Eviosys U.K. Canada 
 Equity securities 2025 34.3 % — % 9.5 % 31.5 % 
 2024 20.9 % — % 21.0 % 31.4 % 
 Debt securities 2025 63.1 % 79.9 % 88.4 % 68.5 % 
 2024 77.9 % 85.1 % 77.1 % 68.6 % 
 
 
 Cash and short-term investments 2025 2.6 % 20.1 % 2.1 % — % 
 2024 1.2 % 14.9 % 1.9 % — % 
 Total 2025 100.0 % 100.0 % 100.0 % 100.0 % 
 2024 100.0 % 100.0 % 100.0 % 100.0 % 

 The Company employs a total-return investment approach whereby a mix of equities and fixed income investments are used to maximize the long-term return of plan assets for a desired level of risk. Alternative assets such as real estate funds, private equity funds and hedge funds may also be used to enhance expected long-term returns while improving portfolio diversification. Risk tolerance is established through consideration of plan liabilities, plan funded status and corporate financial condition. Investment risk is measured and monitored on an ongoing basis through periodic investment portfolio reviews and periodic asset/liability studies. 
 U.S. defined benefit plans 
 The Company has adopted investment guidelines for the Active Plan based on asset/liability studies. These guidelines established a dynamic derisking framework for shifting the allocation of assets to long-duration domestic fixed income from equity and other asset categories, as the relative funding ratio of the plan increased over time. The current target allocation (midpoint) for the Active Plan investment portfolio is: Equity Securities - 35 % and Debt Securities – 65 %. 
 United Kingdom defined benefit plan 
 The equity investments consist of direct ownership and funds and are diversified among U.K. and international stocks of small and large capitalization. The current target allocation (midpoint) for the investment portfolio is: Equity Securities – 10 % and Debt Securities – 90 %. 
 Canada defined benefit plan 
 The equity investments consist of direct ownership and funds and are diversified among Canadian and international stocks of primarily large capitalizations and short to intermediate duration corporate and government bonds. The current target allocation (midpoint) for the investment portfolio is 30 % Equity Securities and 70 % Debt Securities. 
 Eviosys defined benefit plans 
 The equity investments consist of direct ownership and funds and are diversified among international stocks of primarily large capitalizations and short to intermediate duration corporate and government bonds. The current target allocation (midpoint) for the investment portfolio is — % Equity Securities, 30 % Cash and Short Term Investments and 70 % Debt Securities. 
 F-37 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 Retiree health and life insurance plan assets 
 The following table sets forth the weighted-average asset allocations by asset category of the Company’s retiree health and life insurance plan. 
 Asset Category 2025 2024 
 Equity securities — % — % 
 Debt securities 100.0 % 100.0 % 
 
 Cash — % — % 
 Total 100.0 % 100.0 % 

 Contributions 
 Based on current actuarial estimates, the Company anticipates that contributions to its defined benefit plans will be approximately $ 23,200 in 2026. No assurances can be made about funding requirements beyond 2026, however, as they will depend largely on actual investment returns and future actuarial assumptions, legislative actions, and changes to the Company’s benefit offerings. 
 Sonoco Retirement and Savings Plan 
 The Sonoco Retirement and Savings Plan (“Savings Plan”) is a defined contribution retirement plan provided for certain of the Company’s U.S. employees designed to meet the requirements of section 401(k) of the Internal Revenue Code. The Savings Plan allows participants to set aside a portion of their wages and salaries for retirement and encourages saving by matching a portion of their contributions with contributions from the Company. The Savings Plan provides for participant contributions of 1 % to 100 % of gross pay with the Company matching 100 % of the first 6 % of pretax and/or Roth compensation contributed by the participant. Participants are immediately fully vested in these matching contributions. The Company’s expenses related to the Savings Plan for 2025, 2024, and 2023 were approximately $ 33,300 , $ 33,700 and $ 30,684 , respectively. 
 Other plans 
 The Company also provides retirement and postretirement benefits to certain other non-U.S. employees through various Company-sponsored and local government sponsored defined contribution arrangements. For the most part, the liabilities related to these arrangements are funded in the period they arise. The Company’s expenses for these plans were not material for all years presented. 
 
 16. Income taxes 
 The provision for taxes on income for the years ended December 31 consists of the following: 
 2025 2024 2023 
 Pretax income 
 Domestic $ 529,172 $ ( 35,733 ) $ 280,916 
 Foreign 235,929 99,219 208,111 
 Total pretax income $ 765,101 $ 63,486 $ 489,027 
 Current 
 Federal $ 59,956 $ 3,693 $ 54,319 
 State 10,732 1,916 11,282 
 Foreign 97,293 57,034 63,617 
 Total current $ 167,981 $ 62,643 $ 129,218 
 Deferred 
 Federal $ 30,415 $ ( 34,828 ) $ ( 3,307 ) 
 State 14,220 ( 9,837 ) ( 1,646 ) 
 Foreign ( 29,030 ) ( 12,469 ) ( 4,535 ) 
 Total deferred $ 15,605 $ ( 57,134 ) $ ( 9,488 ) 
 Total taxes $ 183,586 $ 5,509 $ 119,730 

 F-38 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 Deferred tax (liabilities)/assets are comprised of the following at December 31: 
 2025 2024 
 Property, plant and equipment $ ( 235,929 ) $ ( 266,278 ) 
 Intangibles ( 488,519 ) ( 545,330 ) 
 Leases ( 109,707 ) ( 76,225 ) 
 Outside basis in Metal Packaging ( 63,105 ) ( 68,649 ) 
 Other ( 192 ) — 
 Gross deferred tax liabilities $ ( 897,452 ) $ ( 956,482 ) 
 Retiree health benefits $ 4 $ 245 
 Foreign loss carryforwards 110,055 79,314 
 U.S. Federal loss and credit carryforwards 31,980 34,082 
 Capital loss carryforwards 3,983 3,755 
 U.S. State loss and credit carryforwards 23,413 26,181 
 Capitalized research and development costs 67,894 103,043 
 Net investment hedge 50,524 — 
 Employee benefits 54,258 56,192 
 Leases 116,184 82,031 
 Accrued liabilities and other assets 44,023 71,370 
 Gross deferred tax assets $ 502,318 $ 456,213 
 Valuation allowance on deferred tax assets $ ( 107,451 ) $ ( 81,496 ) 
 Total deferred taxes, net 1 
 $ ( 502,585 ) $ ( 581,765 ) 

 1 Total deferred taxes, net includes $( 15,666 ) reclassified to discontinued operations on the Consolidated Balance Sheets at December 31, 2024. This includes a valuation allowance on deferred tax assets of $( 4,628 ). 
 The Company has total federal net operating loss (“NOL”) carryforwards of approximately $ 31,556 remaining at December 31, 2025. These losses were acquired as part of an acquisition and annual usage is limited based on certain attributes existing at that time. The losses expire between 2029 and 2041. U.S. foreign tax credit carryforwards of approximately $ 25,601 exist at December 31, 2025, $ 22,474 of which expire in 2027, and $ 3,127 of which expire in 2035. Foreign subsidiary loss carryforwards of approximately $ 532,745 remain at December 31, 2025. Their use is limited to future taxable earnings of the respective foreign subsidiaries or filing groups. Approximately $ 309,722 of these loss carryforwards do not have an expiration date. Of the remaining foreign subsidiary loss carryforwards, approximately $ 193,878 expire within the next five years and approximately $ 29,145 expire between 2031 and 2045. Foreign subsidiary capital loss carryforwards of approximately $ 16,108 exist at December 31, 2025 and do not have an expiration date. Their use is limited to future capital gains of the respective foreign subsidiaries. 
 Approximately $ 9,242 in tax value of state loss carryforwards and $ 20,395 of state credit carryforwards remain at December 31, 2025. These state loss and credit carryforwards are limited based upon future taxable earnings of the respective entities or filing group and expire between 2026 and 2046. State loss and credit carryforwards are reflected at their “tax” value, as opposed to the amount of expected gross deduction due to the vastly different apportionment and statutory tax rates applicable to the various entities and states in which the Company files. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 F-39 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 Statutory tax rate reconciliation 
 A reconciliation of the U.S. federal statutory tax rate to the actual provision for income taxes in the expanded format set forth by ASU 2023-09 for the year ended December 31, 2025 is as follows: 
 
 2025 
 U.S. Federal statutory tax rate $ 160,671 21.0 % 
 State and local income taxes, net of Federal income tax effect (a) 
 16,129 2.1 % 
 Foreign tax effects 
 Luxembourg 
 Valuation allowances 10,826 1.4 % 
 Other ( 5,572 ) ( 0.7 ) % 
 Finland 
 Nontaxable income ( 8,115 ) ( 1.1 ) % 
 Other ( 479 ) ( 0.1 ) % 
 Other foreign jurisdictions 18,402 2.4 % 
 U.S. Federal tax effects 
 Effect of changes in tax laws or rates enacted in the current period — — % 
 Effect of cross-border tax laws 
 Global intangible low-taxed income (GILTI), net of foreign tax credit (FTC) 9,525 1.2 % 
 Tax on undistributed earnings of subsidiaries 11,756 1.5 % 
 Foreign branch inclusion 10,479 1.4 % 
 Other 4,380 0.6 % 
 Tax credits ( 9,627 ) ( 1.3 ) % 
 Changes in valuation allowances 34 — % 
 Nontaxable or nondeductible items 
 Benefit for purchased credits ( 14,875 ) ( 1.9 ) % 
 Other 5,927 0.8 % 
 Changes in unrecognized tax benefits 2,622 0.3 % 
 Other adjustments 
 Disposition of business ( 29,994 ) ( 3.9 ) % 
 Other 1,497 0.2 % 
 
 Provision For Income Taxes $ 183,586 24.0 % 

 
 
 (a) State taxes in Tennessee, Illinois, California, Wisconsin and New Jersey make up the majority (greater than 50 percent) of the tax effect in this category. 
 F-40 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 A reconciliation of the U.S. federal statutory tax rate to the actual provision for income taxes for the years ended December 31, 2024 and 2023 is as follows: 
 
 2024 2023 
 U.S. Federal statutory tax rate $ 13,332 21.0 % $ 102,696 21.0 % 
 State income taxes, net of federal tax benefit ( 883 ) ( 1.4 ) % 12,263 2.5 % 
 Valuation allowance 7,763 12.2 % 4,486 0.9 % 
 Tax examinations including change in reserve for uncertain tax positions ( 8,613 ) ( 13.6 ) % 1,819 0.4 % 
 Adjustments to prior year deferred taxes ( 9,129 ) ( 14.4 ) % ( 2,489 ) ( 0.5 ) % 
 Foreign earnings taxed at other than U.S. rates 12,271 19.3 % 13,108 2.7 % 
 Divestiture of business ( 2,954 ) ( 4.7 ) % 464 0.1 % 
 Effect of tax rate changes ( 1,552 ) ( 2.4 ) % 387 0.1 % 
 Foreign withholding taxes 5,344 8.4 % 4,591 0.9 % 
 Tax credits ( 11,834 ) ( 18.6 ) % ( 18,848 ) ( 3.9 ) % 
 Global intangible low-taxed income (GILTI) ( 5,604 ) ( 8.8 ) % 4,853 1.0 % 
 Foreign-derived intangible income ( 858 ) ( 1.4 ) % ( 1,106 ) ( 0.2 ) % 
 Foreign currency gain/(loss) on distributions of previously taxed income 642 1.0 % ( 2,614 ) ( 0.5 ) % 
 IRC Subpart F Income 916 1.4 % 119 — % 
 Executive compensation limitation 2,569 4.0 % 3,767 0.8 % 
 Capitalized acquisition costs 7,202 11.3 % 104 — % 
 Other, net ( 3,103 ) ( 4.9 ) % ( 3,870 ) ( 0.8 ) % 
 
 Provision for income taxes $ 5,509 8.7 % $ 119,730 24.5 % 

 
 
 The “Change in unrecognized tax benefits” for 2025 and the change in “Tax examinations including change in reserve for uncertain tax positions” for 2024 and 2023 is shown net of associated deferred taxes and includes accrued interest. Included in the change are current year increases of approximately $ 1,732 , $ 3,405 and $ 2,710 for 2025, 2024 and 2023, respectively. The change also includes adjustments for prior year items such as decreases related to lapses of statutes of limitations in international, federal and state jurisdictions as well as overall changes in facts and judgment. These adjustments changed the reserve by a total of approximately $( 899 ), $( 13,229 ) and $( 891 ) in 2025, 2024 and 2023, respectively. 
 In many of the countries in which the Company operates, earnings are taxed at rates different than the U.S. federal tax rate. This difference is reflected in “Foreign tax effects” for 2025 and “Foreign earnings taxed at other than U.S. rates” for 2024 and 2023, along with other items, if any, that impacted taxes on foreign earnings in the periods presented. 
 The benefits included in “Adjustments to prior year deferred taxes” for 2024 and 2023 consist primarily of adjustments to deferred tax assets and liabilities arising from changes in estimates. The adjustment to deferred tax assets and liabilities in 2024 was driven largely by post-acquisition entity restructuring. 
 Of the $ 9,627 of tax credits for 2025, $ 3,008 relates to research and development tax credits. The GILTI tax, net of FTC in 2025 of $ 9,525 consists primarily of a prior year provision to return adjustment. 
 The benefit of $ 29,994 shown in “Disposition of business” is attributable to the sale of the U.S. ThermoSafe business and is due to a tax basis in the shares sold that is greater than the basis for accounting purposes. 
 The Company maintains its assertion that its undistributed foreign earnings prior to the Sonoco Metal Packaging EMEA acquisition, as well as current and future undistributed foreign earnings of its non-Sonoco Metal Packaging EMEA business, are indefinitely reinvested and, accordingly, has not recorded any deferred income tax liabilities that would be due if those earnings were repatriated. However, the Company does not assert that certain current and future earnings of its Sonoco Metal Packaging EMEA business are permanently reinvested. While the majority of the Company’s undistributed foreign earnings have already been taxed in the United States, a portion would be subject to foreign withholding and U.S. income taxes and credits if distributed. Computation of the deferred tax liability associated with unremitted earnings deemed to be indefinitely reinvested is not practicable at this time. 
 Income taxes paid 
 The following table sets forth income taxes paid, including payments for the acquisition of income tax credits, net of refunds, for the year ended December 31, 2025, disaggregated between foreign, domestic and state: 
 
 2025 
 Federal taxes paid $ 125,868 
 State taxes paid 30,926 
 Foreign taxes paid 108,107 
 Total $ 264,901 

 
 
 F-41 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 Income taxes paid, net of refunds, exceeded 5 percent of total income taxes paid, net of refunds, in the following jurisdictions: 
 
 2025 
 Foreign Taxes Paid 
 Spain $ 20,109 
 Brazil $ 17,688 
 Other $ 70,310 

 Reserve for uncertain tax positions 
 The following table sets forth the reconciliation of the gross amounts of unrecognized tax benefits at the beginning and ending of the periods indicated: 
 2025 2024 2023 
 Gross Unrecognized Tax Benefits at January 1 $ 12,138 $ 21,677 $ 18,621 
 Increases in prior years’ unrecognized tax benefits 2,743 627 378 
 Decreases in prior years’ unrecognized tax benefits ( 1,404 ) ( 1,915 ) ( 572 ) 
 Increases in current year unrecognized tax benefits 688 4,325 4,395 
 Decreases in unrecognized tax benefits from the lapse of statutes of limitations ( 235 ) ( 12,100 ) ( 1,094 ) 
 Settlements ( 748 ) ( 476 ) ( 51 ) 
 Gross Unrecognized Tax Benefits at December 31 $ 13,182 $ 12,138 $ 21,677 

 Of the unrecognized tax benefit balances at December 31, 2025 and December 31, 2024, $ 11,102 and $ 9,857 , respectively, would have an impact on the effective tax rate if ultimately recognized. 
 Interest and/or penalties related to income taxes are reported as part of income tax expense. The Company had $ 2,817 and $ 1,667 accrued for interest related to uncertain tax positions at December 31, 2025 and December 31, 2024, respectively. Tax expense for the year ended December 31, 2025, includes net interest expense of $ 1,150 , which is comprised of an interest benefit of $ 384 related to the adjustment of prior years’ items and interest expense of $ 1,534 on unrecognized tax benefits. The amounts listed above for accrued interest and interest expense do not reflect the benefit of a federal tax deduction which would be available if the interest were ultimately paid. 
 The Company and/or its subsidiaries file federal, state and local income tax returns in the United States and various foreign jurisdictions. With few exceptions, the Company is no longer subject to income tax examinations by tax authorities for years before 2019. 
 Although the Company’s estimate for the potential outcome for any uncertain tax issue is highly judgmental, management believes that any reasonably foreseeable outcomes related to these matters have been adequately provided for. However, future results may include favorable or unfavorable adjustments to estimated tax liabilities in the period the assessments are made or resolved or when statutes of limitation on potential assessments expire. Additionally, the jurisdictions in which earnings or deductions are realized may differ from current estimates. As a result, the effective tax rate may fluctuate significantly on a quarterly basis. The Company has operations in many countries outside of the United States and the taxes paid on those earnings are subject to varying rates. The Company is not dependent upon the favorable benefit of any one jurisdiction to an extent that loss of those benefits would have a material effect on the Company’s overall effective tax rate. 
 F-42 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 
 

 17. Revenue recognition 
 The following tables set forth information about revenue disaggregated by primary geographic regions for the years ende d December 31, 2025, 2024 and 2023. The tables also include a reconciliation of disaggregated revenue with reportable segments. The Company’s reportable segments are aligned by product nature as disclosed in Note 20. 
 
 Year Ended December 31, 2025 Consumer Packaging Industrial Paper Packaging All Other Total 
 Primary geographical markets: 
 United States $ 1,864,861 $ 1,464,574 $ 285,486 $ 3,614,921 
 EMEA 2,789,400 361,878 56,160 3,207,438 
 Canada 18,539 85,875 — 104,414 
 APAC 100,482 148,012 1,065 249,559 
 Other 101,009 238,894 2,518 342,421 
 Total $ 4,874,291 $ 2,299,233 $ 345,229 $ 7,518,753 

 
 Year Ended December 31, 2024 Consumer Packaging Industrial Paper Packaging All Other Total 
 Primary geographical markets: 
 United States $ 1,785,857 $ 1,431,232 $ 352,717 $ 3,569,806 
 EMEA 524,699 371,896 58,925 955,520 
 Canada 17,486 95,863 — 113,349 
 APAC 96,154 213,127 1,771 311,052 
 Other 107,656 237,370 10,612 355,638 
 Total $ 2,531,852 $ 2,349,488 $ 424,025 $ 5,305,365 

 
 Year Ended December 31, 2023 Consumer Packaging Industrial Paper Packaging All Other Total 
 Primary geographical markets: 
 United States $ 1,817,268 $ 1,389,492 $ 494,112 $ 3,700,872 
 EMEA 431,189 389,261 64,936 885,386 
 Canada 16,076 100,095 — 116,171 
 APAC 94,136 233,446 1,812 329,394 
 Other 112,379 261,819 35,405 409,603 
 Total $ 2,471,048 $ 2,374,113 $ 596,265 $ 5,441,426 

 
 
 Contract assets represent goods produced without alternative use for which the Company is entitled to payment with margin prior to shipment. Upon shipment, the Company is entitled to bill the customer, and therefore amounts included in contract assets will be reduced with the recording of an account receivable as they represent an unconditional right to payment. Contract liabilities represent revenue deferred due to pricing mechanisms utilized by the Company in certain multi-year arrangements, volume rebates, and receipts of advanced payments. For multi-year arrangements with pricing mechanisms, the Company will generally defer revenue during the initial term of the arrangement, and will release the deferral over the back half of the contract term. Contract assets and liabilities are generally short in duration given the nature of products produced by the Company. 
 The following table sets forth information about contract assets and liabilities from contracts with customers. The balances of the contract assets and liabilities are located in “Other receivables” and “Accrued expenses and other payables”, respectively, in the Consolidated Balance Sheets. 
 
 December 31, 2025 December 31, 2024 
 Contract Assets $ 77,978 $ 67,062 
 Contract Liabilities $ ( 58,784 ) $ ( 60,024 ) 

 
 
 
 
 F-43 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 Significant changes in the contract assets and liabilities balances during the twelve months ended December 31, 2025 and 2024 were as follows: 
 December 31, 2025 December 31, 2024 
 Contract Assets 
 Contract Liabilities 
 Contract Assets 
 Contract Liabilities 
 
 Beginning balance $ 67,062 $ ( 60,024 ) $ 14,754 $ ( 15,252 ) 
 Acquired/ sold as part of a business combination/ divestiture ( 53 ) ( 324 ) 62,439 ( 47,478 ) 
 Revenue deferred or rebates accrued — ( 94,947 ) — ( 25,736 ) 
 Recognized as revenue — 1,183 — 2,341 
 Rebates paid to customers — 95,328 — 26,101 
 Increases due to rights to consideration for customer specific goods produced, but not billed during the period 77,978 — 67,062 — 
 Transferred to receivables from contract assets recognized at the beginning of the period and acquired as part of business combination ( 67,009 ) — ( 77,193 ) — 
 
 Ending balance $ 77,978 $ ( 58,784 ) $ 67,062 $ ( 60,024 ) 

 
 
 
 18. Commitments and contingencies 
 In accordance with the requirements of ASC 450, “Contingencies,” the Company records accruals for estimated losses at the time information becomes available indicating that losses are probable and that the amounts are reasonably estimable. As is the case with other companies in similar industries, the Company faces exposure from actual or potential claims and legal proceedings from a variety of sources. Some of these exposures, as discussed below, have the potential to be material. 
 Environmental matters 
 The Company is subject to a variety of environmental and pollution control laws and regulations in all jurisdictions in which it operates. 
 Spartanburg 
 In connection with its acquisition of Tegrant in November 2011, the Company identified potential environmental contamination at a site in Spartanburg, South Carolina. At December 31, 2024, the Company’s accrual for environmental contingencies related to the Spartanburg site totaled $ 5,096 and was reflected in “Current liabilities of discontinued operations” on the Company’s Consolidated Balance Sheet at December 31, 2024 . The Spartanburg site and related environmental liabilities were part of the sale of TFP to Toppan, which was completed on April 1, 2025. 
 Other environmental matters 
 The Company has been named as a potentially responsible party at several other environmentally contaminated sites. All of the sites are also the responsibility of other parties. The potential remediation liabilities are shared with such other parties, and, in most cases, the Company’s share, if any, cannot be reasonably estimated at the current time. However, the Company does not believe that the resolution of these matters has a reasonable possibility of having a material adverse effect on the Company’s financial statements. At December 31, 2025 and 2024, the Company’s accrual for these other sites totaled $ 1,779 and $ 1,933 , respectively, and are included in “Accrued expenses and other payables” on the Company’s Consolidated Balance Sheets. 
 Commitments 
 As of December 31, 2025, the Company had long-term obligations to purchase electricity and steam, which it uses in its production processes, as well as long-term purchase commitments for raw materials. These purchase commitments require the Company to make total payments of approximately $ 71,200 , as follows: $ 23,700 in 2026; $ 24,500 in 2027; $ 23,000 in 2028; $ 0 in 2029, and a total of $ 0 from 2030 through 2034. 
 In addition,as of December 31, 2025, the Company has purchase commitments of approximately $ 93,900 to be paid in 2026 for the acquisition of tax credits that are expected to offset a portion of taxes payable currently recorded within “Accrued taxes” on the Company’s Consolidated Balance Sheets at December 31, 2025. 
 
 
 F-44 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 
 

 19. Shareholders’ equity and earnings per share 
 Earnings per share 
 The following table sets forth the computation of basic and diluted earnings/(loss) per share (in thousands, except per share data): 
 2025 2024 2023 
 Numerator: 
 Net income from continuing operations $ 591,038 $ 67,565 $ 379,644 
 Net (income)/loss from continuing operations attributable to noncontrolling interests ( 375 ) 180 ( 768 ) 
 Net income from continuing operations attributable to Sonoco 590,663 67,745 378,876 
 
 Net income attributable to Sonoco $ 1,003,011 $ 163,949 $ 474,959 
 
 Denominator: 
 Weighted average common shares outstanding: 
 Basic 99,124 98,637 98,294 
 Dilutive effect of shared-based compensation 447 653 596 
 Diluted 99,571 99,290 98,890 
 
 Per common share: 
 Basic earnings per common share: 
 Net income from continuing operations $ 5.96 $ 0.69 $ 3.85 
 Net income attributable to Sonoco $ 10.12 $ 1.66 $ 4.83 
 Diluted earnings per common share: 
 Net income from continuing operations $ 5.93 $ 0.68 $ 3.83 
 Net income attributable to Sonoco $ 10.07 $ 1.65 $ 4.80 
 
 Cash dividends $ 2.11 $ 2.07 $ 2.02 

 No adjustments were made to “Net income attributable to Sonoco” in the computations of net income attributable to Sonoco per common share. 
 Anti-dilutive securities 
 Potentially dilutive securities are calculated in accordance with the treasury stock method, which assumes the proceeds from the exercise of all dilutive SARs are used to repurchase the Company’s common stock. Certain SARs are not dilutive because either the exercise price is greater than the average market price of the stock during the reporting period or assumed repurchases from proceeds from the exercise of the SARs were anti-dilutive. 
 The average number of shares that were not dilutive and therefore not included in the computation of diluted income per share was as follows for the years ended December 31, 2025, 2024 and 2023 (in thousands): 
 2025 2024 2023 
 Anti-dilutive stock appreciation rights 513 408 352 

 These SARs may become dilutive in future periods if the market price of the Company’s common stock appreciates. 
 Share repurchases 
 On April 20, 2021, the Board authorized the repurchase of the Company’s common stock i n an aggregate amount of up to $ 350,000 . No shares were purchased under this authorization during 2025 or 2024. A total of $ 137,972 remained available for share repurchases under this authorization as of December 31, 2025 and December 31, 2024. 
 The Company occasionally repurchases shares of its common stock to satisfy employee tax withholding obligations in association with the exercise of RSUs, PCSUs, and SARs. These repurchases, which are not part of a publicly announced plan or program, totaled 227,560 shares during 2025, 164,402 shares during 2024, and 175,665 shares during 2023, at a cost of $ 10,930 , $ 9,246 and $ 10,617 , respectively. 
 Noncontrolling interests 
 On April 1, 2025, the Company completed the sale of TFP which included the disposition of a noncontrolling interest position of $ 600 , which is reflected in the Company’s total gain on the divestiture in “Net income from discontinued operations” i n the Company’s Consolidated Statements of Income for the year ended December 31, 2025. See Note 4 for additional information. 
 On March 2, 2025, the Company completed the sale of its tube and core operations in Venezuela which included the disposition of a noncontrolling interest position of $ 310 which is reflected in the Company’s total loss on the divestiture. This loss is reported in “ Gain/(Loss) on divestiture of business and other assets ” in the Company’s Consolidated Statements of Income for the year ended December 31, 2025. See Note 4 for additional information. 
 On December 4, 2024, the Company completed the acquisition of Eviosys. The acquisition included operations in the Ivory Coast and Morocco, which are owned 85.2 % and 99.34 %, respectively, by the Company. The Company fully consolidates these operations and reflects the partner’s ownership in noncontrolling interests in its Consolidated Balance Sheets. During the twelve-month period ended December 31, 2025, the Company recorded measurement-period adjustments based on updated valuation information related to facts and circumstances existing as of the acquisition date that increased the previously reported fair value of noncontrolling interests by $ 2,346 . 
 F-45 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 In November 2024, the Company completed the sale of two production facilities in China. In addition, a production facility that was less than 100% owned by the Company was divested as a part of the sale and the disposition of the noncontrolling interest of $ 2,043 is reflected in the Company’s total loss on the divestiture. This loss is reported in “ Gain/(Loss) on divestiture of business and other assets ” in the Company’s Consolidated Statements of Income for the year ended December 31, 2024. See Note 4 for additional information. 
 
 
 
 20. Segment reporting 
 The Company operates under two reportable segments, Consumer Packaging and Industrial Paper Packaging, with all remaining businesses reported as All Other. 
 The products produced and sold within the Consumer Packaging segment are generally used to package a variety of consumer products and consist primarily of round and shaped rigid paper, steel and plastic containers; and metal and peelable membrane ends, closures, and components. 
 The primary products produced and sold within the Industrial Paper Packaging segment include paperboard tubes, cones, and cores; paper-based protective packaging; and uncoated recycled paperboard. 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” for the years ended December 31, 2025 and 2024 as these activities are no longer a part of ongoing major operations. 
 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. Following the sale of ThermoSafe in November 2025, 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. 
 The Company’s chief operating decision maker (“CODM”) is the chief executive officer. The CODM assesses segment performance and allocates resources to each segment by using each segment’s operating profit. The chief operating decision maker uses operating profit for each segment in the annual budgeting and forecasting process as well as reviewing segment operating profit quarterly when making decisions about allocating capital and operating resources to segments. Disaggregated assets by segment are not disclosed since segment assets are not regularly provided to the CODM. 
 Segment operating profit viewed by the Company to evaluate segment performance does not include the following: restructuring/asset impairment charges; amortization of acquisition intangibles; gains/losses from the sale of businesses or other assets; acquisition, integration and divestiture-related costs; changes in LIFO inventory reserves; derivative gains/losses; or certain other items, if any, the exclusion of which the Company’s management believes improves the comparability and analysis of the ongoing operating performance of the business. All other general corporate expenses have been allocated as operating costs to each of the Company’s reportable segments and the All Other group of businesses, except for costs related to discontinued operations. 
 Segment financial information 
 The following table sets forth financial information about each of the Company’s reportable segments: 
 
 Year Ended December 31, 2025 Consumer Packaging Industrial Paper Packaging Total Reportable Segments 
 Sales from external customers $ 4,874,291 $ 2,299,233 $ 7,173,524 
 Intersegment sales (1) 
 22,547 121,153 143,700 
 $ 4,896,838 $ 2,420,386 $ 7,317,224 
 Reconciliation of sales 
 Other sales (2) 
 349,888 
 Elimination of intersegment sales ( 148,359 ) 
 Total consolidated sales $ 7,518,753 
 Less: (3) 
 
 Cost of sales (4) 
 $ ( 3,950,750 ) $ ( 1,726,225 ) 
 Other segment items (5) 
 ( 319,168 ) ( 381,707 ) 
 Segment operating profit $ 626,920 $ 312,454 $ 939,374 
 
 Other segment disclosures: 
 Equity in earnings of affiliates, net of tax $ 226 $ 9,297 
 Depreciation and amortization (6) 
 $ 209,618 $ 118,889 

 
 
 
 
 F-46 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 
 Year Ended December 31, 2024 Consumer Packaging Industrial Paper Packaging Total Reportable Segments 
 Sales from external customers $ 2,531,852 $ 2,349,488 $ 4,881,340 
 Intersegment sales (1) 
 8,022 111,682 119,704 
 $ 2,539,874 $ 2,461,170 $ 5,001,044 
 Reconciliation of sales 
 Other sales (2) 
 431,107 
 Elimination of intersegment sales ( 126,786 ) 
 Total consolidated sales $ 5,305,365 
 Less: (3) 
 
 Cost of sales (4) 
 $ ( 2,041,078 ) $ ( 1,818,324 ) 
 Other segment items (5) 
 ( 203,964 ) ( 371,192 ) 
 Segment operating profit $ 294,832 $ 271,654 $ 566,486 
 
 Other segment disclosures: 
 Equity in earnings of affiliates, net of tax $ 365 $ 9,223 
 Depreciation and amortization (6) 
 $ 109,355 $ 116,149 

 
 
 
 
 
 Year Ended December 31, 2023 Consumer Packaging Industrial Paper Packaging Total Reportable Segments 
 Sales from external customers $ 2,471,048 $ 2,374,113 $ 4,845,161 
 Intersegment sales (1) 
 5,171 101,822 106,993 
 $ 2,476,219 $ 2,475,935 $ 4,952,154 
 Reconciliation of sales 
 Other sales (2) 
 604,442 
 Elimination of intersegment sales ( 115,170 ) 
 Total consolidated sales $ 5,441,426 
 Less: (3) 
 
 Cost of sales (4) 
 $ ( 1,999,514 ) $ ( 1,809,803 ) 
 Other segment items (5) 
 ( 190,943 ) ( 348,215 ) 
 Segment operating profit $ 285,762 $ 317,917 $ 603,679 
 
 Other segment disclosures: 
 Equity in earnings of affiliates, net of tax $ 564 $ 9,783 
 Depreciation and amortization (6) 
 $ 95,340 $ 104,723 

 
 (1) 
 Intersegment sales are recorded at a market-related transfer price. 
 (2) 
 Sales from businesses below the quantitative threshold are attributable to the group of businesses within All Other. 
 
 (3) 
 The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. 
 
 (4) 
 Cost of sales of reportable segments excludes certain costs, primarily changes in LIFO inventory reserves, net gains or losses from derivatives, and acquisition, integration and divestiture-related costs. 
 
 (5) 
 Other segment items consists of: 
 Consumer Packaging: Labor and benefits, consulting and professional services, travel, communication, facilities and supplies.
Industrial Paper Packaging: Labor and benefits, consulting and professional services, travel, communication, facilities and supplies. 
 (6) 
 Represents significant segment expenses that are regularly provided to the CODM and are included in cost of sales and other segment items within segment operating profit. 

 
 
 F-47 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 
 Reconciliation of segment operating profit to income from continuing operations before income taxes: 2025 2024 2023 
 Segment operating profit $ 939,374 $ 566,486 $ 603,679 
 Other operating profits (1) 
 50,813 53,278 85,148 
 Unallocated amounts: 
 Restructuring/Asset impairment charges, net 
 ( 66,215 ) ( 65,370 ) ( 47,909 ) 
 Amortization of acquisition intangibles ( 182,431 ) ( 78,595 ) ( 67,323 ) 
 Gain/(Loss) on divestiture of business 371,717 ( 23,452 ) 78,929 
 Acquisition, integration and divestiture-related costs ( 54,158 ) ( 91,600 ) ( 24,624 ) 
 Changes in LIFO inventory reserves ( 58 ) 6,263 11,817 
 Derivative (losses)/gains ( 1,730 ) 7,225 1,912 
 Other corporate costs, net (2) 
 ( 35,242 ) ( 46,675 ) ( 42,254 ) 
 Other operating (charges)/income, net (3) 
 ( 4,335 ) ( 982 ) ( 10,326 ) 
 Other (expense)/income, net (4) 
 ( 27,481 ) ( 104,200 ) 39,657 
 Non-operating pension costs ( 12,215 ) ( 13,842 ) ( 14,312 ) 
 Interest expense ( 233,485 ) ( 172,620 ) ( 135,393 ) 
 Interest income 20,547 27,570 10,026 
 Income from continuing operations before income taxes $ 765,101 $ 63,486 $ 489,027 

 
 
 
 (1) 
 Operating profit from segments below the quantitative threshold are attributable to the group of businesses within All Other. 
 (2) 
 Other corporate costs represent recurring operating expenses previously allocated to TFP that will remain with Sonoco subsequent to the divestiture, net of income earned under a transition services agreement with Toppan. 
 
 (3) 
 Primarily consists of highly inflationary accounting in Turkey and other miscellaneous charges in 2025, 2024, and 2023. 
 (4) 
 In 2025, these expenses relate to charges from third-party financial institutions related to the Company’s centralized treasury program under which the Company sells certain trade accounts receivable in order to accelerate its cash collection cycle, primarily within the Consumer Packaging segment. In 2024, the expense primarily relates to a net loss on foreign currency remeasurement, partially offset by a gain from the fair value remeasurement of an equity investment. 
 

 
 Reconciliation of other segment disclosures to consolidated totals: 2025 2024 2023 
 Equity in earnings of affiliates, net of tax 
 Consumer Packaging $ 226 $ 365 $ 564 
 Industrial Paper Packaging 9,297 9,223 9,783 
 Reportable Segment Total 9,523 9,588 10,347 
 Adjustments — — — 
 Consolidated Total $ 9,523 $ 9,588 $ 10,347 
 
 Depreciation and amortization 
 Consumer Packaging $ 209,618 $ 109,355 $ 95,340 
 Industrial Paper Packaging 118,889 116,149 104,723 
 Reportable Segment Total 328,507 225,504 200,063 
 Other (1) 
 191,160 90,557 81,966 
 Consolidated Total $ 519,667 $ 316,061 $ 282,029 

 
 (1) 
 Other represents depreciation and amortization expense for the All Other group of businesses and total amortization of acquisition intangibles for Sonoco, excluding discontinued operations. 

 F-48 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 Geographic regions 
 Sales to unaffiliated customers and long-lived assets by geographic region are as follows: 
 2025 2024 2023 
 Sales to Unaffiliated Customers 
 United States $ 3,614,921 $ 3,569,806 $ 3,700,872 
 EMEA 3,207,438 955,520 885,386 
 Canada 104,414 113,349 116,171 
 APAC 249,559 311,052 329,394 
 All other 342,421 355,638 409,603 
 Total $ 7,518,753 $ 5,305,365 $ 5,441,426 
 Long-lived Assets 
 United States $ 2,462,090 $ 2,695,885 $ 2,779,178 
 EMEA 4,893,882 4,690,098 617,949 
 Canada 27,214 35,750 39,842 
 APAC 180,882 176,547 157,235 
 All other 478,462 300,623 149,530 
 Total $ 8,042,530 $ 7,898,903 $ 3,743,734 

 Sales are attributed to countries/regions based upon the plant location from which products are shipped. Long-lived assets are comprised of property, plant and equipment, goodwill, other intangible assets, and investments in affiliates (see Notes 1, 7 and 9). 
 
 21. Accumulated other comprehensive loss 
 The following table summarizes the components of accumulated other comprehensive loss and the changes in accumulated other comprehensive loss, net of tax as applicable, for the years ended December 31, 2025 and 2024: 
 Foreign 
 Currency 
 Items 
 Defined 
 Benefit 
 Pension Items 
 Gains and Losses on Cash Flow Hedges Accumulated 
 Other 
 Comprehensive 
 Loss 
 
 Balance at December 31, 2023 
 $ ( 267,578 ) $ ( 99,627 ) $ 943 $ ( 366,262 ) 
 Other comprehensive (loss)/income before reclassifications ( 146,856 ) 4,636 ( 3,213 ) ( 145,433 ) 
 Amounts reclassified from accumulated other comprehensive loss to net income 3,503 4,378 1,080 8,961 
 
 Other comprehensive (loss)/income ( 143,353 ) 9,014 ( 2,133 ) ( 136,472 ) 
 
 Balance at December 31, 2024 
 $ ( 410,931 ) $ ( 90,613 ) $ ( 1,190 ) $ ( 502,734 ) 
 Other comprehensive income before reclassifications 484,608 1,159 3,486 489,253 
 Amounts reclassified from accumulated other comprehensive loss to net income 50,550 1,496 ( 1,361 ) 50,685 
 
 Other comprehensive income 535,158 2,655 2,125 539,938 
 
 Balance at December 31, 2025 
 $ 124,227 $ ( 87,958 ) $ 935 $ 37,204 

 
 
 
 
 
 
 The following table summarizes the amounts reclassified from accumulated other comprehensive loss and the affected line items in the consolidated statements of net income for the years ended December 31, 2025 and 2024: 
 F-49 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 

 
 Amount Reclassified from Accumulated Other Comprehensive Income/(Loss) 
 Details about Accumulated Other
Comprehensive
Income/(Loss) Components Year Ended December 31, 2025 Year Ended December 31, 2024 Affected Line Item in the Consolidated Statements of Net Income 
 Foreign currency items (see Note 4) 
 Currency translation adjustment (“CTA”) loss on TFP divestiture 
 $ ( 47,955 ) $ — Net income from discontinued operations 
 CTA loss on Venezuela divestiture ( 3,792 ) — Gain/(Loss) on divestiture of business and other assets 
 CTA gain on ThermoSafe divestiture 1,197 — Gain/(Loss) on divestiture of business and other assets 
 CTA loss on Protexic and China divestitures — ( 3,503 ) Gain/(Loss) on divestiture of business and other assets 
 ( 50,550 ) ( 3,503 ) Net income 
 Defined benefit pension items (see Note 15) 
 Effect of settlement loss ( 42 ) ( 530 ) Non-operating pension costs 
 Effect of curtailment gain 263 — Non-operating pension costs 
 Amortization of defined benefit pension items ( 4,009 ) ( 4,822 ) Non-operating pension costs 
 ( 3,788 ) ( 5,352 ) Income from continuing operations before income taxes 
 Income tax impact 2,292 974 Provision for income taxes 
 ( 1,496 ) ( 4,378 ) Net income 
 Gains/(losses) on cash flow hedges (see Note 12) 
 Foreign exchange contracts 3,811 ( 1,174 ) Net Sales 
 Foreign exchange contracts ( 2,557 ) ( 253 ) Cost of sales 
 Commodity contracts 447 ( 28 ) Cost of sales 
 1,701 ( 1,455 ) Income from continuing operations before income taxes 
 Income tax impact ( 340 ) 375 Provision for income taxes 
 1,361 ( 1,080 ) Net income 
 Amounts reclassified to net income from accumulated other comprehensive income/(loss) $ ( 50,685 ) $ ( 8,961 ) Net income 

 
 
 The following table summarizes the tax expense/(benefit) for the components of other comprehensive income/(loss): 
 For the year ended December 31, 2025 
 For the year ended December 31, 2024 
 
 Before Tax Amount Tax After Tax Amount Before Tax Amount Tax After Tax Amount 
 Foreign currency items: 
 Other comprehensive income/(loss) before reclassifications $ 428,732 $ 55,876 $ 484,608 $ ( 140,210 ) $ ( 6,646 ) $ ( 146,856 ) 
 Amounts reclassified from accumulated other comprehensive income/(loss) to net income 50,550 — 50,550 3,503 — 3,503 
 Net other comprehensive income/(loss) from foreign currency items 479,282 55,876 535,158 ( 136,707 ) ( 6,646 ) ( 143,353 ) 
 Defined benefit pension items: 
 Other comprehensive income before reclassifications 3,784 ( 2,625 ) 1,159 2,395 2,241 4,636 
 Amounts reclassified from accumulated other comprehensive income/(loss) to net income 3,788 ( 2,292 ) 1,496 5,352 ( 974 ) 4,378 
 Net other comprehensive income from defined benefit pension items 7,572 ( 4,917 ) 2,655 7,747 1,267 9,014 
 Cash flow hedges: 
 Other comprehensive income/(loss) before reclassifications 4,357 ( 871 ) 3,486 ( 4,329 ) 1,116 ( 3,213 ) 
 Amounts reclassified from accumulated other comprehensive (loss)/income to net income 
 ( 1,701 ) 340 ( 1,361 ) 1,455 ( 375 ) 1,080 
 
 Net other comprehensive income/(loss) from cash flow hedges 2,656 ( 531 ) 2,125 ( 2,874 ) 741 ( 2,133 ) 
 Other comprehensive income/(loss) $ 489,510 $ 50,428 $ 539,938 $ ( 131,834 ) $ ( 4,638 ) $ ( 136,472 ) 

 F-50 FORM 10-K SONOCO 2025 ANNUAL REPORT 

 
 
 

 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 
 None.
SONOCO PRODUCTS CO 10-K

Item 8. Financial Statements and Supplementary Data
