As filed with the Securities and Exchange Commission on April 28, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SONOCO PRODUCTS
COMPANY
(Exact name of registrant as specified in its charter)
|
South Carolina (State or other jurisdiction of |
57-0248420 (I.R.S. Employer | |
|
1 N. Second St. Hartsville, South Carolina 29550 | ||
Sonoco Products Company 2024 Omnibus Incentive
Plan, as amended
(Full title of the plan)
John M. Florence, Jr.
General Counsel, Secretary and Vice President
Sonoco Products Company
1 N. Second St.
Hartsville, South Carolina 29550
(Name and address of agent for service)
(843) 383-7000
(Telephone number, including area code, of agent for service)
Copy to:
Pamela L. Marcogliese
Freshfields US LLP
3 World Trade Center
175 Greenwich Street
New York, New York 10007
(212) 277-4016
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ |
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
| Emerging growth company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed pursuant to General Instruction E to Form S-8 by Sonoco Products Company (the “Company”) for the purpose of registering an additional 1,430,000 shares of common stock of the Company, no par value (the “Common Stock"), for issuance under the Sonoco Products Company 2024 Omnibus Incentive Plan, as amended (the “Plan”). The Board of Directors of the Company amended the Plan, subject to the approval of the shareholders of the Company, to increase the number of shares of Common Stock available for issuance under the Plan by 1,430,000 (the “Plan Amendment”). On April 15, 2026, the shareholders of the Company approved the Plan Amendment.
The Company previously filed with the U.S. Securities and Exchange Commission (the “Commission”) a Form S-8 (File No.333-279043) registering 2,900,000 Shares under the Plan on May 1, 2024 (together with all exhibits filed therewith or incorporated therein by reference, the “2024 Registration Statement”). In accordance with General Instruction E of Form S-8, the contents of the 2024 Registration Statement are hereby incorporated by reference herein, except to the extent supplemented, amended or superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:
| (a) | the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Commission on February 26, 2026 (the “2025 Form 10-K”); |
| (b) | the information specifically incorporated by reference into the 2025 Form 10-K from the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 13, 2026; |
| (c) | the Company’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2026, filed with the Commission on April 28, 2026; |
| (d) | the Company’s Current Report on Form 8-K filed with the Commission on January 20, 2026 (solely with respect to Item 5.02 therein), as amended by the Company’s Current Report on Form 8-K/A filed with the Commission on February 20, 2026, and the Company’s Current Reports on Form 8-K filed with the Commission on February 12, 2026 (solely with respect to Item 5.02 therein), March 23, 2026, and April 16, 2026; and |
| (e) | The description of the Company’s common stock, no par value, contained in Amendment No. 4 to the Company’s Registration Statement on Form 8-A, filed with the Commission on June 15, 2020, and any subsequent amendment or report filed for the purpose of updating such description. |
All reports and other documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (excluding any information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K), subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents, except as to specific sections of such statements as set forth therein.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock registered hereby has been passed upon for the Registrant by John M. Florence, Jr., General Counsel, Secretary, and Vice President of the Registrant. Mr. Florence owns shares of, and options on, the Common Stock, both directly and as a participant in various stock and employee benefit plans.
Item 8. Exhibits.
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hartsville, State of South Carolina on April 28, 2026.
| Sonoco Products Company |
| By: | /s/ R. Howard Coker | |
| R. Howard Coker | ||
| President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”) this Registration Statement on Form S-8 (the “Registration Statement”) has been signed by the following persons in the capacities indicated below. Each of the directors and/or officers of the registrant whose signature appears below hereby appoints R. Howard Coker and Paul Joachimczyk, and each of them severally, as his or her attorney-in-fact to date and file with the Securities and Exchange Commission (the “Commission”) this Registration Statement, and to sign, date and file any and all amendments and post-effective amendments to this Registration Statement, in each case on his or her behalf, in any and all capacities stated below, as appropriate, in such forms as they or any one of them may approve, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such Registration Statement or Registration Statements shall comply with the Securities Act and the applicable rules and regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, and generally to do all such things on their behalf in their capacities as officers and directors to enable the Registrant to comply with the provisions of the Securities Act and all requirements of the Commission.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Date | |
| /s/ R. Howard Coker | April 28, 2026 | |
| R. Howard Coker | ||
| President and Chief Executive Officer (Principal Executive Officer) | ||
| /s/ Paul Joachimczyk | April 28, 2026 |
| Paul Joachimczyk | |
| Chief Financial Officer (Principal Financial Officer) |
/s/ Aditya J. Gandhi |
April 28, 2026 |
| Aditya J. Gandhi | |
| Chief Accounting Officer (Principal Accounting Officer) |
/s/ John R. Haley |
April 28, 2026 |
| John R. Haley | |
| Director |
/s/ Steven L. Boyd |
April 28, 2026 |
| Steven L. Boyd | |
| Director |
/s/ Scott A. Clark |
April 28, 2026 |
| Scott A. Clark | |
| Director |
| /s/ Pamela L. Davies | April 28, 2026 |
| Dr. Pamela L. Davies | |
| Director |
| /s/ Theresa J. Drew | April 28, 2026 |
| Theresa J. Drew | |
| Director |
/s/ Philippe Guillemot |
April 28, 2026 |
| Philippe Guillemot | |
| Director |
/s/ Robert R. Hill, Jr. |
April 28, 2026 |
| Robert R. Hill, Jr. | |
| Director |
/s/ Eleni Istavridis |
April 28, 2026 |
| Eleni Istavridis | |
| Director |
/s/ Richard G. Kyle |
April 28, 2026 |
| Richard G. Kyle | |
| Director |
/s/ Craig L. Nix |
April 28, 2026 |
| Craig L. Nix | |
| Director |
Exhibit 4.4
SONOCO PRODUCTS COMPANY
AMENDMENT NO. 1 TO 2024 OMNIBUS INCENTIVE PLAN
The Sonoco Products Company 2024 Omnibus Incentive Plan (the “Plan”) is hereby amended (this “Amendment”) as of February 11, 2026, subject to approval by the shareholders of Sonoco Products Company, a corporation organized under the laws of South Carolina (the “Company”).
WHEREAS, Section 10(a) of the Plan provides that the Board of the Directors of the Company (the “Board”) may amend the Plan to increase the Share Limit and the ISO Limit (each, as defined in the Plan), subject to the approval of the Company’s shareholders;
WHEREAS, the Board has determined that it is in the long-term best interest of the Company and its shareholders to amend the Plan to (1) increase the Share Limit and (2) increase the ISO Limit.
NOW THEREFORE, The Plan is hereby amended as follows, subject to the approval of the Company’s shareholders:
| 1. | Capitalized Terms. All capitalized terms used and not defined in this Amendment shall have the meanings given to them in the Plan. |
| 2. | Amendment to Section 4(a) of the Plan. Section 4(a) of the Plan is deleted and replaced in its entirety with the following: |
(a) Share Limits. Subject to adjustment as provided in Section 4(d), the maximum number of Shares that may be issued pursuant to Awards shall be equal to 4,330,000, less one (1) Share for each Share subject to any stock awards granted under any Prior Plan after December 31, 2023, (the “Share Limit”). Subject to adjustment as provided in Section 4(d), the maximum number of Shares that may be delivered upon the exercise of Incentive Stock Options shall be equal to the Share Limit (the “ISO Limit”). After the Effective Date no stock awards may be granted under any Prior Plan.
| 3. | Remainder of Plan Remains in Effect. Except as set forth in this Amendment, the Plan shall remain in full force and effect without modification. |
| 4. | Shareholder approval: This Amendment shall be subject to approval by the Company’s shareholders within 12 months after the date this Amendment is adopted. |
Approved by the Board of Directors on February 11, 2026
Approved by the Company’s shareholders on April 15, 2026
Exhibit 5.1
![]() | JOHN M. FLORENCE, JR. VP, General Counsel & Secretary |
April 28, 2026
Sonoco Products Company
1 N. Second St.
Hartsville, South Carolina 29550
Re: Registration of 1,430,000 additional shares reserved for issuance under the Sonoco Products Company 2024 Omnibus Incentive Plan, as amended
Ladies and Gentlemen:
I am General Counsel, Secretary and Vice President of Sonoco Products Company, a South Carolina corporation (the “Company”), and have acted in such capacity in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (as the same may be amended from time to time, the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), an additional 1,430,000 shares of common stock of the Company, no par value (the “Shares”), for issuance pursuant to the Sonoco Products Company 2024 Omnibus Incentive Plan, as amended (the “Plan”).
I am a member of the Bar of the State of South Carolina, and the opinion expressed herein is limited to the laws of the State of South Carolina. The opinion expressed herein is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. In connection with the opinion expressed herein, I have examined such documents and such matters of fact and law as I have deemed necessary for purposes of such opinion. I have assumed the genuineness and authenticity of all documents submitted to me as originals, the conformity to originals of all documents submitted to me as copies thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.
Subject to the foregoing and in reliance thereon, I advise you that, in my opinion, as of the date hereof, the Shares have been duly authorized and, when and to the extent issued, delivered and paid for in accordance with the Plan, will be legally issued, fully paid and nonassessable.
This opinion letter is rendered solely in connection with the issuance and delivery of the Shares as described in the Registration Statement and in accordance with the terms of the Plan and the applicable award agreement or form of instrument evidencing purchase rights thereunder. This opinion letter is rendered as of the date hereof, and I assume no obligation to advise you or any other person with regard to any change after the date hereof in the circumstances or the law that may bear on the matters set forth herein, even if the change may affect the legal analysis or a legal conclusion or other matters in this opinion letter.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement referred to above. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Commission thereunder.
| Very truly yours, | ||
| /s/ John M. Florence, Jr. | ||
| John M. Florence, Jr. |
1 North Second Street
Hartsville, S.C. 29550 USA
www.sonoco.com
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Sonoco Products Company of our report dated February 26, 2026 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Sonoco Products Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
/s/ PricewaterhouseCoopers LLP
Charlotte, North Carolina
April 28, 2026
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Calculation of Filing Fee Tables |
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Table 1: Newly Registered Securities |
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Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
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|---|---|---|---|---|---|---|---|---|
| 1 |
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$
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$
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$
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Total Offering Amounts: |
$
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$
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Total Fee Offsets: |
$
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Net Fee Due: |
$
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Offering Note |
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1 |
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| Table 2: Fee Offset Claims and Sources |
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| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rule 457(p) | |||||||||||||
| Fee Offset Claims | |||||||||||||
| Fee Offset Sources | |||||||||||||
Submission |
Apr. 27, 2026 |
|---|---|
| Submission [Line Items] | |
| Central Index Key | 0000091767 |
| Registrant Name | SONOCO PRODUCTS CO |
| Form Type | S-8 |
| Submission Type | S-8 |
| Fee Exhibit Type | EX-FILING FEES |
Offerings - Offering: 1 |
Apr. 27, 2026
USD ($)
shares
|
|---|---|
| Offering: | |
| Fee Previously Paid | false |
| Other Rule | true |
| Security Type | Equity |
| Security Class Title | Common Stock |
| Amount Registered | shares | 1,430,000 |
| Proposed Maximum Offering Price per Unit | 48.93 |
| Maximum Aggregate Offering Price | $ 69,969,900.00 |
| Fee Rate | 0.01381% |
| Amount of Registration Fee | $ 9,662.84 |
| Offering Note | (1) This Registration Statement covers an additional 1,430,000 shares of common stock, no par value ("Common Stock"), of Sonoco Products Company issuable pursuant to the Sonoco Products Company 2024 Omnibus Incentive Plan, as amended. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover any additional shares of Common Stock that become issuable by reason of stock splits, stock dividends or other similar transactions. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h)(1) of the Securities Act, based on the average of the high and low trading prices of a share of Common Stock as reported on the New York Stock Exchange on April 24, 2026. |
Fees Summary |
Apr. 27, 2026
USD ($)
|
|---|---|
| Fees Summary [Line Items] | |
| Total Offering | $ 69,969,900.00 |
| Total Fee Amount | 9,662.84 |
| Total Offset Amount | 0.00 |
| Net Fee | $ 9,662.84 |
| Offering Table N/A | |
| Offset Table N/A | N/A |