Sonoco Products Co S-3ASR, filed Mar 4, 2026

Sonoco Products Co (SON)

S-3ASR 2026-03-04

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	Large accelerated filer ☒			Accelerated filer ☐
	Non-accelerated filer ☐			Smaller reporting company ☐
				Emerging growth company ☐

	ABOUT THIS PROSPECTUS					1
	THE COMPANY					2
	RISK FACTORS					3
	FORWARD-LOOKING STATEMENTS					4
	USE OF PROCEEDS					5
	DESCRIPTION OF DEBT SECURITIES					6
	DESCRIPTION OF CAPITAL STOCK					15
	DESCRIPTION OF WARRANTS					17
	DESCRIPTION OF DEPOSITARY SHARES					18
	DESCRIPTION OF PURCHASE CONTRACTS					19
	DESCRIPTION OF GUARANTEES					20
	DESCRIPTION OF UNITS					21
	FORMS OF SECURITIES					22
	PLAN OF DISTRIBUTION					24
	SELLING SECURITYHOLDERS					26
	LEGAL MATTERS					27
	EXPERTS					28
	WHERE YOU CAN FIND MORE INFORMATION					29
	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE					30

	SEC Registration fee					*
	FINRA Fees					(1)
	Legal fees and expenses					(1)
	Fees and expenses of qualification under state securities laws (including legal fees)					(1)
	Accounting fees and expenses					(1)
	Printing fees					(1)
	Rating agency fees					(1)
	Trustee’s fees and expenses					(1)
	Miscellaneous					(1)
	Total					(1)

	1.1*			Form of Underwriting Agreement.
	3.1			Restated Articles of Incorporation, as amended April 21, 2022 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed April 22, 2022).
	3.2			By-Laws of Sonoco Products Company, as amended October 17, 2023 (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K, filed October 19, 2023).
	4.1**			Form of Indenture, between Sonoco Products Company and Regions Bank, as Trustee.
	5.1**			Opinion of Freshfields US LLP.
	5.2**			Opinion of John M. Florence, Jr.
	23.1**			Consent of PricewaterhouseCoopers LLP.
	23.2**			Consent of Freshfields US LLP (included in Exhibit 5.1).
	23.3**			Consent of John M. Florence, Jr. (included in Exhibit 5.2).
	24.1**			Power of Attorney (included on the signature page hereto).
	25.1**			Statement of eligibility of the Trustee on Form T-1.
	107**			Calculation of Registration Fee.

	Signature			Date
	/s/ R. Howard Coker R. Howard Coker President and Chief Executive Officer (Principal Executive Officer)			March 4, 2026
	/s/ Paul Joachimczyk Paul Joachimczyk Chief Financial Officer (Principal Financial Officer)			March 4, 2026
	/s/ Aditya J. Gandhi Aditya J. Gandhi Vice President and Chief Accounting Officer (Principal Accounting Officer)			March 4, 2026

				Sonoco Products Company
				By: /s/ R. Howard Coker R. Howard Coker President and Chief Executive Officer

	Signature			Date
	/s/ John R. Haley John R. Haley Director			March 4, 2026
	/s/ Steven L. Boyd Steven L. Boyd Director			March 4, 2026
	/s/ Scott A. Clark Scott A. Clark Director			March 4, 2026
	/s/ Pamela L. Davies Pamela L. Davies Director			March 4, 2026
	/s/ Theresa J. Drew Theresa J. Drew Director			March 4, 2026
	/s/ Philippe Guillemot Philippe Guillemot Director			March 4, 2026
	/s/ Robert R. Hill, Jr. Robert R. Hill, Jr. Director			March 4, 2026
	/s/ Eleni Istavridis Eleni Istavridis Director			March 4, 2026
	/s/ Richard G. Kyle Richard G. Kyle Director			March 4, 2026
	/s/ Blythe J. McGarvie Blythe J. McGarvie Director			March 4, 2026

	Signature			Date
	/s/ Craig L. Nix Craig L. Nix Director			March 4, 2026
	/s/ Thomas E. Whiddon Thomas E. Whiddon Director			March 4, 2026

Article I DEFINITIONS			1
	Section 1.01	Certain Terms Defined; Rules of Construction	1
Article II SECURITIES			6
	Section 2.01	Forms Generally	6
	Section 2.02	Form of Trustee’s Certification of Authentication	7
	Section 2.03	Amount Unlimited; Issuable in Series	7
	Section 2.04	Authentication and Delivery of Securities	9
	Section 2.05	Execution of Securities	10
	Section 2.06	Certificate of Authentication	11
	Section 2.07	Denomination and Date of Securities; Payments of Interest	11
	Section 2.08	Registration, Transfer and Exchange	12
	Section 2.09	Mutilated, Defaced, Destroyed, Lost and Stolen Securities	13
	Section 2.10	Cancellation of Securities; Disposal Thereof	14
	Section 2.11	Temporary Securities	14
	Section 2.12	Authenticating Agent	15
	Section 2.13	Global Securities	15
	Section 2.14	CUSIP Numbers	17
Article III COVENANTS OF THE ISSUER			17
	Section 3.01	Payment of Principal and Interest	17
	Section 3.02	Offices for Payments, etc.	18
	Section 3.03	Paying Agents	19
	Section 3.04	Certificate of the Issuer	20
	Section 3.05	Reports by the Issuer	20
	Section 3.06	Limitation on Liens	20
	Section 3.07	Limitation on Sale and Lease-Back Transactions	22
	Section 3.08	Existence	22
	Section 3.09	Certain Definitions	22
Article IV REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT			24
	Section 4.01	Event of Default; Acceleration of Maturity; Waiver of Default	24

	Section 4.02	Collection of Indebtedness by Trustee; Trustee May Prove Debt	26
	Section 4.03	Application of Proceeds	28
	Section 4.04	Suits for Enforcement	28
	Section 4.05	Restoration of Rights on Abandonment of Proceedings	29
	Section 4.06	Limitations on Suits by Holder	29
	Section 4.07	Unconditional Right of Holders to Institute Certain Suits	29
	Section 4.08	Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default	30
	Section 4.09	Control by Holders	30
	Section 4.10	Waiver of Past Defaults	30
	Section 4.11	Trustee to Give Notice of Default, But May Withhold in Certain Circumstances	31
	Section 4.12	Right of Court to Require Filing of Undertaking to Pay Costs	31
Article V CONCERNING THE TRUSTEE			31
	Section 5.01	Duties and Responsibilities of the Trustee; During Default; Prior to Default	31
	Section 5.02	Trustee’s Obligations with Respect to the Covenants	32
	Section 5.03	Moneys Held by Trustee	32
	Section 5.04	Reports by the Trustee to Holders	32
	Section 5.05	Certain Rights of the Trustee	32
	Section 5.06	Trustee and Agents May Hold Securities; Collections, etc.	35
	Section 5.07	Compensation and Indemnification of Trustee and Its Prior Claim	35
	Section 5.08	Right of Trustee to Rely on Officer’s Certificate, etc.	36
	Section 5.09	Disqualification; Conflicting Interests	36
	Section 5.10	Persons Eligible for Appointment as Trustee	36
	Section 5.11	Resignation and Removal; Appointment of Successor Trustee	36
	Section 5.12	Acceptance of Appointment by Successor	38
	Section 5.13	Merger, Conversion, Consolidation or Succession to Business of Trustee	38
	Section 5.14	Preferential Collection of Claims Against the Issuer	39
	Section 5.15	Trustee’s Disclaimer	39
Article VI CONCERNING THE HOLDERS			39
	Section 6.01	Evidence of Action Taken by Holders	39

	Section 6.02	Proof of Execution of Instruments and of Holding of Securities; Record Date	40
	Section 6.03	Holders to Be Treated as Owners	40
	Section 6.04	Securities Owned by Issuer Deemed Not Outstanding	40
	Section 6.05	Right of Revocation of Action Taken	41
Article VII AMENDMENTS, SUPPLEMENTS AND WAIVERS			41
	Section 7.01	Supplemental Indentures without Consent of Holders	41
	Section 7.02	Supplemental Indentures with Consent of Holders	42
	Section 7.03	Execution of Amendments or Supplemental Indentures or Waivers	43
	Section 7.04	Effect of Amendment, Supplemental Indenture or Waiver	44
	Section 7.05	Effect of Consent	44
	Section 7.06	Notation on Securities in Respect of Amendments, Supplemental Indentures or Waivers	44
	Section 7.07	Conformity with the Trust Indenture Act	45
Article VIII CONSOLIDATION, MERGER, SALE OR CONVEYANCE			45
	Section 8.01	Consolidation, Merger or Sale of Assets by the Issuer	45
	Section 8.02	Successor Substituted	46
Article IX DEFEASANCE AND DISCHARGE; UNCLAIMED MONEYS			46
	Section 9.01	Satisfaction and Discharge of Indenture	46
	Section 9.02	Legal Defeasance	46
	Section 9.03	Covenant Defeasance	48
	Section 9.04	Conditions to Legal Defesance and Covenant Defesance	48
	Section 9.05	Application by Trustee of Funds Deposited for Payment of Securities	49
	Section 9.06	Repayment of Moneys Held by Paying Agent	49
	Section 9.07	Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years	50
Article X MISCELLANEOUS PROVISIONS			50
	Section 10.01	Incorporators, Stockholders, Employees, Officers and Directors of Issuer Exempt from Individual Liability	50
	Section 10.02	Provisions of Indenture for the Sole Benefit of Parties and Holders	50
	Section 10.03	Successors and Assigns of Issuer Bound by Indenture	50
	Section 10.04	Notices and Demands on Issuer, Trustee and Holders	51

	Section 10.05	Officer’s Certificates and Opinions of Counsel; Statements to Be Contained Therein	51
	Section 10.06	Payments Due on Saturdays, Sundays and Holidays	52
	Section 10.07	Trust Indenture Act of 1939	53
	Section 10.08	New York Law to Govern	53
	Section 10.09	Counterparts	53
	Section 10.10	Effect of Headings	53
	Section 10.11	Separability	53
	Section 10.12	Force Majeure	54
	Section 10.13	U.S.A. Patriot Act	54
	Section 10.14	Waiver of Jury Trial	54
Article XI REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS			54
	Section 11.01	Applicability of Article	54
	Section 11.02	Notice of Redemption; Partial Redemptions	54
	Section 11.03	Payment of Securities Called for Redemption	56
	Section 11.04	Exclusion of Certain Securities from Eligibility for Selection for Redemption	56

	SONOCO PRODUCTS COMPANY, as Issuer

	By:
		Name:
		Title:

	REGIONS BANK, as Trustee

	By:
		Name:
		Title:

	Very truly yours,


	/s/ John M. Florence, Jr.
	John M. Florence, Jr.

Exhibit 1.		A copy of the Articles of Incorporation of the trustee now in effect.

Exhibit 2.		The authority of Regions Bank to commence business was granted under the Articles of Incorporation for Regions Bank, incorporated herein by reference to Exhibit 1 of Form T-1.

Exhibit 3.		The authorization to exercise corporate trust powers was granted under the Articles of Incorporation for Regions Bank, incorporated herein by reference to Exhibit 1 of Form T-1.

Exhibit 4.		A copy of the bylaws of the trustee as now in effect.

Exhibit 5.		Not applicable.

Exhibit 6.		The consent of the trustee required by Section 321(b) of the Act.

Exhibit 7.		A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8.		Not applicable.

Exhibit 9.		Not applicable.

	REGIONS BANK

	By:	/s/ Craig Kaye
	NAME:	Craig Kaye
	TITLE:	Vice President

Shares		Outstanding		Entitled to Vote
Common Stock, par value $5.00		21,546		21,546

Shares		Total Voted FOR		Total Voted AGAINST
Common Stock		21,546		0

	BANK:

	REGIONS BANK
	an Alabama banking corporation

	By:	/s/ Hope D. Mehlman
		Hope D. Mehlman
		Executive Vice President, Corporate Secretary, Chief Governance Officer, and Deputy General Counsel

ASSETS		Thousands of Dollars
Cash and balances due from depository institutions:		11,845,000
Securities:		33,894,000
Federal funds sold and securities purchased under agreement to resell:		0
Loans and leases held for sale:		486,000
Loans and leases held for investment, net of allowance:		94,081,000
Trading Assets:		25,000
Premises and fixed assets:		2,096,000
Other real estate owned:		17,000
Investments in unconsolidated subsidiaries and associated companies:		180,000
Direct and indirect investments in real estate ventures:		0
Intangible assets:		6,407,000
Other assets:		9,187,000
Total Assets:		158,218,000

LIABILITIES		Thousands of Dollars
Deposits		131,987,000
Federal funds purchased and securities sold under agreements to repurchase		0
Trading liabilities:		0
Other borrowed money:		3,418,000
Subordinated notes and debentures:		497,000
Other Liabilities:		4,185,000
Total Liabilities		140,087,000

EQUITY CAPITAL	Thousands of Dollars
Common Stock	0
Surplus	16,454,000
Retained Earnings	3,153,000
Accumulated other comprehensive income	(1,536,000	)
Total Equity Capital	18,131,000
Total Liabilities and Equity Capital	158,218,000