PKG (PKG) EVP Carter reports 1,705-share tax-withholding disposition

Rhea-AI Filing Summary

Packaging Corp of America executive Charles J. Carter reported an automatic tax-withholding share disposition under the company’s equity plan. On the transaction date, the company withheld 1,705 shares of Common Stock at $225.55 per share to cover withholding tax obligations tied to vesting equity awards. After this tax-withholding disposition, Carter directly owned 38,143 shares. He also indirectly held 6,474 shares of Common Stock 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^*

Carter Charles J.

(Last) (First) (Middle)

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-Mill Ops.

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)		1,705	D	$225.55	38,143	D
Common Stock								6,474	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, 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 Charles J. Carter report?

Charles J. Carter reported a tax-withholding share disposition. The company withheld 1,705 shares of Common Stock at $225.55 per share to satisfy withholding tax obligations related to vesting equity awards under its Long-Term Equity Incentive Plan.

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

The transaction was not an open-market sale. It was a tax-withholding disposition, where the company withheld 1,705 shares to cover withholding tax obligations associated with equity awards that vested on the reported transaction date.

How many PKG shares does Charles J. Carter own after the reported transaction?

After the reported tax-withholding disposition, Charles J. Carter directly owned 38,143 shares of Packaging Corp of America Common Stock. He also indirectly held 6,474 additional shares through a 401(k) plan, according to the ownership details reported in the Form 4 filing.

What price per share was used for the PKG tax-withholding disposition?

The tax-withholding disposition used a price of $225.55 per share. This price was applied to 1,705 shares of Common Stock that the company withheld to satisfy withholding tax obligations tied to equity awards vesting on the transaction date.

What plan governed the PKG tax-withholding share transaction for Charles J. Carter?

The transaction was governed by the company’s Long-Term Equity Incentive Plan. Under this plan, the company withheld 1,705 shares of Common Stock to cover the withholding tax obligation linked to equity awards that vested on the transaction date reported.