Tax withholding takes 4,516 shares from Packaging Corp of America (NYSE: PKG)

Rhea-AI Filing Summary

Packaging Corp of America President Thomas A. Hassfurther reported a tax-related share disposition. On February 23, 2026, the company withheld 4,516 shares of common stock at $225.55 per share to cover withholding taxes on vesting equity awards.

After this withholding, he directly owned 192,546 common shares. He also had indirect interests in shares held by a 401(k) plan, his spouse, and an investment entity, while disclaiming beneficial ownership of the spouse’s shares and, for the investment entity, beyond his pecuniary interest.

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^*

Hassfurther Thomas A

(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)

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

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)		4,516	D	$225.55	192,546	D
Common Stock								12,061	I	by 401(k) plan
Common Stock								53,862	I	By Spouse(2)
Common Stock								34,293	I	Through investment entity(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. 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.

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

3. 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	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 insider transaction did PKG President Thomas A. Hassfurther report on this Form 4?

Thomas A. Hassfurther reported company share withholding for taxes, not an open-market trade. On February 23, 2026, Packaging Corp of America withheld 4,516 common shares at $225.55 per share to satisfy tax obligations tied to vesting long-term equity incentive awards.

Was the latest PKG Form 4 for Thomas Hassfurther a stock sale or tax withholding?

The Form 4 reflects tax withholding, not a discretionary stock sale. Shares were withheld under Packaging Corp of America’s Long-Term Equity Incentive Plan to cover the withholding tax obligation when equity awards vested on February 23, 2026, at $225.55 per share.

How many PKG shares does Thomas Hassfurther own directly after the reported transaction?

After the tax-withholding disposition, Thomas Hassfurther directly owned 192,546 shares of Packaging Corp of America common stock. This figure reflects his direct holdings only and excludes additional indirect interests through a 401(k) plan, his spouse, and an investment entity.

What indirect PKG share holdings are reported for Thomas Hassfurther on this Form 4?

Indirectly, the filing lists 12,061 shares held by a 401(k) plan, 53,862 shares held by his spouse, and 34,293 shares held through an investment entity. Hassfurther disclaims beneficial ownership of the spouse’s shares and, for the investment entity, beyond his pecuniary interest.

Why did Packaging Corp of America withhold 4,516 PKG shares from Thomas Hassfurther?

The company withheld 4,516 shares to satisfy withholding tax obligations from vesting equity awards. Under Packaging Corp of America’s Long-Term Equity Incentive Plan, shares can be withheld on vesting dates to pay required taxes instead of using cash, creating a non-market disposition.