Packaging Corp (NYSE: PKG) CEO gets stock awards and tax withholding entry

Rhea-AI Filing Summary

Packaging Corp of America Chairman & CEO Mark W. Kowlzan received stock-based compensation rather than making open-market trades. On March 6, 2026, he acquired 16,637 shares from ROIC performance units granted in 2022 and 1,476 dividend-equivalent shares. To cover taxes on vesting, 8,025 shares were withheld at $222.52 per share. He now holds 457,087 shares directly, plus 20,263 shares through a 401(k) plan, while 2,565 shares are held by his spouse, whose beneficial ownership he disclaims.

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^*

KOWLZAN MARK W

(Last) (First) (Middle)

1 N. FIELD COURT

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

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	03/06/2026		A(1)		16,637	A	$0	463,636	D
Common Stock	03/06/2026		A(2)		1,476	A	$0	465,112	D
Common Stock	03/06/2026		F(4)		8,025	D	$222.52	457,087	D
Common Stock								20,263	I	401k plan
Common Stock								2,565	I	by spouse(3)

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. On March 6, 2026, the compensation subcommittee of the compensation committee of the registrant's board of directors certified attainment of the performance measure under the ROIC performance units awarded to the reporting person on February 23, 2022. The units paid out on the date of certification.

2. Payout in shares of accumulated dividends on vesting performance units.

3. Reporting person disclaims beneficial ownership of shares held by spouse.

4. 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	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did PKG Chairman & CEO Mark W. Kowlzan report on this Form 4?

Mark W. Kowlzan reported stock-based compensation and related tax withholding, not open-market trading. He received shares from performance units and dividend equivalents, while some shares were withheld by the company to satisfy tax obligations tied to these equity awards.

How many Packaging Corp of America (PKG) shares did the CEO acquire?

He acquired 16,637 shares from ROIC performance units granted in February 2022 and 1,476 additional shares representing accumulated dividends. These awards paid out in shares on March 6, 2026, following certification that the performance conditions had been met.

What is the 8,025-share transaction at $222.52 reported for PKG?

The 8,025-share entry at $222.52 per share reflects shares withheld for taxes, not a market sale. Under the company’s Long-Term Equity Incentive Plan, Packaging Corp of America retained these shares to satisfy the CEO’s withholding tax obligations when his equity awards vested.

How many PKG shares does the CEO hold after these transactions?

After the reported transactions, Mark W. Kowlzan directly holds 457,087 Packaging Corp of America common shares. He also has indirect holdings of 20,263 shares in a 401(k) plan, and his spouse holds 2,565 shares for which he disclaims beneficial ownership.

Were any of the CEO’s PKG transactions open-market purchases or sales?

None of the reported entries are open-market buys or sells. The acquisitions are equity awards paying out in shares, and the 8,025-share disposition is a tax-withholding transaction where the company withheld shares to cover tax obligations on vesting awards.

What do the footnotes in this PKG Form 4 reveal about the awards?

Footnotes explain that ROIC performance units granted on February 23, 2022, paid out on March 6, 2026, once performance was certified. Additional shares reflect accumulated dividend payouts, while separate notes clarify tax withholding mechanics and the CEO’s disclaimer of beneficial ownership of spouse-held shares.