PKG (PKG) SVP uses 531 shares to cover equity award taxes

Rhea-AI Filing Summary

PACKAGING CORP OF AMERICA senior vice president Joseph Vaughn reported a tax-related share disposition. On the vesting date of certain equity awards, the company withheld 531 shares of common stock at $225.55 per share to cover withholding tax obligations, rather than an open-market sale. Following this withholding transaction, Vaughn directly owns 9,687 common shares and indirectly holds 451 shares through a 401(k) plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Vaughn Joseph

(Last) (First) (Middle)

PACKAGING CORP. OF AMERICA

1 N. FIELD CT.

(Street)

LAKE FOREST IL 60045

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PACKAGING CORP OF AMERICA [ PKG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/23/2026		F(1)		531	D	$225.55	9,687	D
Common Stock								451	I	by 401(k) plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Pursuant to the terms of the Company's Long-Term Equity Incentive Plan, the Company withheld shares to cover the withholding tax obligation associated with equity awards vesting on the transaction date.

	Kent A. Pflederer, attorney in fact	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did PKG executive Joseph Vaughn report on this Form 4?

Joseph Vaughn reported a tax-withholding disposition of 531 shares of PACKAGING CORP OF AMERICA common stock. The company withheld these shares under its Long-Term Equity Incentive Plan to satisfy withholding tax obligations tied to equity awards vesting on the transaction date.

Was the PKG Form 4 transaction an open-market sale of shares?

The Form 4 reports a tax-withholding disposition, not an open-market sale. PACKAGING CORP OF AMERICA withheld 531 shares to cover taxes due on vesting equity awards, consistent with its Long-Term Equity Incentive Plan terms described in the filing footnote.

How many PACKAGING CORP OF AMERICA shares does Joseph Vaughn own after the reported transaction?

After the transaction, Joseph Vaughn directly owns 9,687 shares of PACKAGING CORP OF AMERICA common stock. He also indirectly holds 451 additional shares through a 401(k) plan, as disclosed in the Form 4 ownership detail section.

What does transaction code F mean in the PKG Form 4 for Joseph Vaughn?

Transaction code F indicates payment of a tax liability or exercise price by delivering securities. In Vaughn’s case, 531 shares were withheld by PACKAGING CORP OF AMERICA to satisfy withholding tax obligations on vesting equity awards, rather than being sold on the market.

What role does PACKAGING CORP OF AMERICA’s Long-Term Equity Incentive Plan play in this Form 4?

The Long-Term Equity Incentive Plan allows PACKAGING CORP OF AMERICA to withhold shares to cover tax obligations when equity awards vest. The reported 531-share disposition reflects this automatic withholding mechanism, as stated in the footnote to Joseph Vaughn’s Form 4 filing.

How is Joseph Vaughn’s 401(k) ownership in PKG shares reported on this Form 4?

The Form 4 shows 451 shares of PACKAGING CORP OF AMERICA common stock held indirectly by Joseph Vaughn through a 401(k) plan. This position is labeled as indirect ownership, distinguishing it from his directly held 9,687 shares after the transaction.