Cairns Sean 4

What Happened

• Sean Cairns, President, Consumer Packaging EMEA/APAC at Sonoco Products Co. (SON), had derivative awards convert to 958 shares on 2026-02-13 (reported on Form 4). On the same date 958 shares were disposed as a derivative sale for $51.67/share ($49,500), and 221 shares were used/disposed to satisfy tax withholding at $51.67/share ($11,419). The filing shows the conversion/acquisition at $0.00 per share (conversion of derivative/award) and the subsequent disposals at $51.67 per share.
• Total reported proceeds from the disposals: $49,500 (sale) + $11,419 (tax withholding) = $60,919. These transactions appear routine for vested equity (conversion + share withholding/sale) rather than an open-market buy.

Key Details

• Transaction date: 2026-02-13; Form 4 filed 2026-02-17.
• Actions reported:
  • Conversion/exercise (code M): 958 shares acquired at $0.00.
  • Tax withholding/payment (code F): 221 shares disposed at $51.67 ($11,419).
  • Derivative disposal (code M): 958 shares disposed at $51.67 ($49,500).
• Shares owned after the transactions: not specified in the filing.
• Footnote: F1 — the restricted stock units vest 33%, 33%, 34% per year beginning one year from the grant date.
• No indication in the filing text provided that this was a 10b5-1 plan or that the filing was late.

Context

• The pattern (conversion of a derivative award at $0.00, followed by share withholding for taxes and a sale at market price) is consistent with vested restricted stock units (RSUs) or a cashless option exercise where shares are used to cover tax obligations and some/all shares are sold. This is typically a routine administrative step to satisfy tax withholding rather than an independent investment decision.
• Codes: M = exercise/conversion of derivative; F = payment of exercise price or tax liability.