Packaging Corp of America (PKG) CFO shares withheld for tax

Rhea-AI Filing Summary

Packaging Corp of America EVP & CFO Kent A. Pflederer reported a tax-related share disposition under the company’s Long-Term Equity Incentive Plan. On the transaction date, 1,297 shares of common stock were withheld by the company at $225.55 per share to cover withholding taxes on vesting equity awards. After this withholding transaction, he directly held 65,160 common shares and indirectly held 4,224 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^*

Pflederer Kent A.

(Last) (First) (Middle)

PACKAGING CORPORATION 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)
	EVP & CFO

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)		1,297	D	$225.55	65,160	D
Common Stock								4,224	I	through 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	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did PKG EVP & CFO Kent A. Pflederer report in this Form 4?

Kent A. Pflederer reported a tax-withholding share disposition tied to equity awards vesting. The company withheld 1,297 Packaging Corp of America common shares to satisfy withholding tax obligations under its Long-Term Equity Incentive Plan.

How many PKG shares were withheld for taxes from the CFO’s awards?

The company withheld 1,297 common shares from the CFO’s equity awards. These shares were valued at $225.55 per share for the transaction, reflecting the amount used to cover the associated withholding tax obligation.

Was the PKG CFO’s Form 4 transaction an open-market sale?

The Form 4 describes a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to cover tax obligations on vesting equity awards under the Long-Term Equity Incentive Plan.

How many PKG shares does the CFO hold after this tax-withholding event?

After the withholding event, Kent A. Pflederer directly held 65,160 Packaging Corp of America common shares. He also had an additional 4,224 common shares held indirectly through a 401(k) plan.

What is the role of the Long-Term Equity Incentive Plan in this PKG filing?

The Long-Term Equity Incentive Plan governs the equity awards that vested on the transaction date. Under its terms, the company withheld shares from the vesting awards to satisfy the CFO’s tax withholding obligations.

How is the PKG CFO’s 401(k) ownership reported in this Form 4?

The filing lists 4,224 common shares as indirectly owned through a 401(k) plan. This holding is reported separately from his directly held 65,160 shares, reflecting retirement-plan ownership rather than direct share custody.