PCA (NYSE: PKG) EVP receives performance share grants; tax shares withheld

Rhea-AI Filing Summary

PACKAGING CORP OF AMERICA executive vice president of mill operations Charles J. Carter reported stock-based compensation activity. On March 6, 2026, he acquired 4,331 shares of common stock when ROIC performance units granted on February 23, 2022 vested, and received an additional 384 shares as accumulated dividend equivalents. To cover withholding taxes tied to these equity awards, the company withheld 1,857 shares at a value of $222.52 per share. After these transactions, Carter directly held 45,214 common shares and indirectly held 6,474 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^*

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)
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)		4,331	A	$0	46,687	D
Common Stock	03/06/2026		A(2)		384	A	$0	47,071	D
Common Stock	03/06/2026		F(3)		1,857	D	$222.52	45,214	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. 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. 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What insider transactions did PKG executive Charles J. Carter report?

Charles J. Carter reported vesting-related equity transactions. He received 4,331 shares from ROIC performance units and 384 dividend-equivalent shares, while 1,857 shares were withheld to satisfy tax obligations. The activity reflects compensation events, not open‑market buying or selling.

How many PKG shares does Charles J. Carter hold after these transactions?

Following the March 6, 2026 equity events, Carter directly held 45,214 shares of PACKAGING CORP OF AMERICA common stock and indirectly held 6,474 shares through a 401(k) plan, according to the Form 4 ownership totals reported for his account.

Were the PKG Form 4 transactions open‑market purchases or sales?

The reported PKG transactions were not open‑market trades. They reflect stock granted upon vesting of ROIC performance units and accumulated dividends, plus shares withheld by the company to cover associated tax liabilities under its Long‑Term Equity Incentive Plan.

What performance award triggered Charles J. Carter’s PKG share grant?

The grant stemmed from ROIC performance units awarded on February 23, 2022. On March 6, 2026, a compensation subcommittee certified the performance measure, causing the units to pay out in PACKAGING CORP OF AMERICA shares and associated dividend‑equivalent shares.

At what price were PKG shares withheld for Charles J. Carter’s taxes?

Shares withheld to satisfy tax obligations were valued at $222.52 per PACKAGING CORP OF AMERICA share. A total of 1,857 shares were retained by the company under its Long‑Term Equity Incentive Plan to cover Carter’s withholding tax liability on vesting awards.