Packaging Corp president gets 29,778-share award

Packaging Corp of America President Thomas A. Hassfurther reported equity compensation activity in company common stock.

Rhea-AI Filing Summary

Packaging Corp of America President Thomas A. Hassfurther reported equity compensation activity in company common stock. On March 27, 2026, he acquired 29,778 shares through a grant tied to TSR performance units awarded in February 2023, after performance was certified at 200%. He also received 2,279 shares as a payout of accumulated dividends on vesting performance units. To cover withholding tax obligations on these equity awards, the company withheld 12,615 shares at a price of $212.25 per share. Following these transactions, he held 231,282 shares directly, plus indirect holdings through a 401(k) plan, his spouse and an investment entity, with beneficial ownership over spouse and investment entity shares disclaimed as noted.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Hassfurther Thomas A

Role President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	29,778	$0.00	$0.00
Grant/Award	Common Stock	2,279	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	12,615	$212.25	$2.68M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 231,282 shares (Direct); Common Stock — 12,143 shares (Indirect, by 401(k) plan); Common Stock — 53,862 shares (Indirect, By Spouse); Common Stock — 34,293 shares (Indirect, Through investment entity)

Footnotes (5)

1. F1. On March 27, 2026, the compensation subcommittee of the compensation committee of the registrant's board of directors certified attainment of the performance measure under the TSR performance units awarded to the reporting person on February 22, 2023. Performance was achieved at 200%. The units paid out on the date of certification.
2. F2. Payout in shares of accumulated dividends on vesting performance units.
3. F3. Reporting person disclaims beneficial ownership of shares held by spouse.
4. F4. 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.
5. F5. Reporting person disclaims beneficial ownership of shares held by investment entity except to the extent of his pecuniary interest therein.

Key Figures

TSR award shares granted: 29,778 shares Dividend payout shares: 2,279 shares Shares withheld for taxes: 12,615 shares +5 more

8 metrics

TSR award shares granted 29,778 shares Common Stock grant from TSR performance units on March 27, 2026

Dividend payout shares 2,279 shares Payout in shares of accumulated dividends on vesting performance units

Shares withheld for taxes 12,615 shares Withheld to cover withholding tax obligation on equity awards

Withholding price per share $212.25 per share Value used for tax-withholding share disposition

Direct holdings after transactions 231,282 shares Common Stock directly owned after March 27, 2026 transactions

401(k) indirect holdings 12,143 shares Common Stock held indirectly by 401(k) plan

Spouse holdings 53,862 shares Common Stock held by spouse; beneficial ownership disclaimed

Investment entity holdings 34,293 shares Common Stock held through investment entity; beneficial ownership largely disclaimed

Key Terms

TSR performance units, accumulated dividends, Long-Term Equity Incentive Plan, withholding tax obligation, +1 more

5 terms

TSR performance units financial

"certified attainment of the performance measure under the TSR performance units awarded"

accumulated dividends financial

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

Long-Term Equity Incentive Plan financial

"Pursuant to the terms of the Company's Long-Term Equity Incentive Plan, the Company withheld shares"

withholding tax obligation financial

"withheld shares to cover the withholding tax obligation associated with equity awards vesting"

beneficial ownership financial

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

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

What insider transaction did PKG President Thomas Hassfurther report?

Thomas Hassfurther reported equity compensation activity involving grants and tax withholding in Packaging Corp of America common stock. He received shares from vesting TSR performance units and related dividend payouts, while the company withheld shares to satisfy tax obligations linked to these equity awards on March 27, 2026.

How many PKG shares were granted to Thomas Hassfurther in this Form 4?

He was granted 29,778 shares of common stock when TSR performance units from February 22, 2023 paid out at 200% performance, plus 2,279 additional shares as a payout of accumulated dividends. These awards reflect compensation rather than open-market purchases of Packaging Corp of America stock.

How many PKG shares were withheld for taxes on Hassfurther’s awards?

The company withheld 12,615 shares of common stock at $212.25 per share to cover withholding tax obligations associated with the vesting equity awards. This F-code disposition is a tax payment mechanism, not an open-market sale, and reduced the net shares delivered to the executive.

What are Thomas Hassfurther’s direct PKG holdings after these transactions?

After the reported transactions, Thomas Hassfurther directly owned 231,282 shares of Packaging Corp of America common stock. This figure reflects the net result of the stock grants and the shares withheld for taxes on March 27, 2026, as shown in the Form 4 filing.

What indirect PKG holdings are reported for Thomas Hassfurther?

The filing shows 12,143 shares held indirectly through a 401(k) plan, 53,862 shares held by his spouse, and 34,293 shares through an investment entity. He disclaims beneficial ownership of spouse-held shares and of investment-entity shares except to the extent of any pecuniary interest.

What are TSR performance units mentioned in the PKG Form 4 footnotes?

TSR performance units are equity awards tied to total shareholder return performance measures. In this case, performance for units awarded on February 22, 2023 was certified at 200%, triggering payout in shares on March 27, 2026, along with accumulated dividend-equivalent shares.

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Accepted by SEC EDGAR 03/31/2026 - 03:24 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Hassfurther Thomas A

(Last) (First) (Middle)

1 N. FIELD COURT

(Street)

LAKE FOREST ILLINOIS 60045

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/27/2026

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

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

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

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	03/27/2026		A(1)		29,778	A	$0	241,618	D
Common Stock	03/27/2026		A(2)		2,279	A	$0	243,897	D
Common Stock	03/27/2026		F(4)		12,615	D	$212.25	231,282	D
Common Stock								12,143	I	by 401(k) plan
Common Stock								53,862	I	By Spouse(3)
Common Stock								34,293	I	Through investment entity(5)

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 27, 2026, the compensation subcommittee of the compensation committee of the registrant's board of directors certified attainment of the performance measure under the TSR performance units awarded to the reporting person on February 22, 2023. Performance was achieved at 200%. 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.

5. Reporting person disclaims beneficial ownership of shares held by investment entity except to the extent of his pecuniary interest therein.

	Kent A. Pflederer, attorney in fact	03/31/2026
	** 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.
* Form 4: SEC 1474 (03-26)