PKG (PKG) EVP Donald Shirley reports stock awards and tax withholding

Rhea-AI Filing Summary

PACKAGING CORP OF AMERICA executive Donald R. Shirley reported equity award activity in company stock. On March 6, 2026, he acquired 3,270 shares of common stock when ROIC performance units granted on February 23, 2022 vested, and received an additional 290 shares as accumulated dividend payouts on those units.

To cover withholding taxes related to these vesting awards, the company withheld 1,402 shares of common stock at a value of $222.52 per share, recorded as a tax-withholding disposition rather than an open-market sale. After these transactions, he directly owned 27,028 shares, with an additional 6,439 shares held indirectly 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^*

Shirley Donald R.

(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)
	Exec. VP

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)		3,270	A	$0	28,140	D
Common Stock	03/06/2026		A(2)		290	A	$0	28,430	D
Common Stock	03/06/2026		F(3)		1,402	D	$222.52	27,028	D
Common Stock								6,439	I	by 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).
** 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 Donald R. Shirley report?

Donald R. Shirley reported equity award activity in PACKAGING CORP OF AMERICA common stock. Performance-based ROIC units vested into 3,270 shares, and 290 additional shares were issued as accumulated dividend payouts, increasing his direct ownership before tax withholding adjustments.

How many PKG shares did Donald R. Shirley acquire through awards?

On March 6, 2026, Donald R. Shirley acquired 3,270 PACKAGING CORP OF AMERICA shares from vested ROIC performance units and 290 shares from accumulated dividend payouts. These non-cash awards increased his direct holdings before the company withheld shares to satisfy tax obligations.

Why were 1,402 PKG shares disposed of in this Form 4 filing?

The 1,402 PACKAGING CORP OF AMERICA shares were withheld by the company to satisfy withholding tax obligations tied to equity awards vesting on March 6, 2026. This tax-withholding disposition, priced at $222.52 per share, was not an open-market sale by the executive.

What is Donald R. Shirley’s PKG share ownership after these transactions?

After the reported transactions, Donald R. Shirley directly owned 27,028 PACKAGING CORP OF AMERICA common shares. The filing also shows an additional 6,439 shares held indirectly through a 401(k) plan, reflecting his combined direct and retirement-plan-related exposure.

What triggered the vesting of PKG ROIC performance units for Donald R. Shirley?

The vesting was triggered when a compensation subcommittee certified attainment of the performance measure for ROIC performance units granted on February 23, 2022. Upon certification on March 6, 2026, the units paid out in PACKAGING CORP OF AMERICA common stock and related dividend-equivalent shares.

How were dividend equivalents handled on Donald R. Shirley’s PKG performance units?

Dividend equivalents accumulated on the ROIC performance units and were paid out in PACKAGING CORP OF AMERICA shares at vesting. This resulted in an additional 290 common shares being issued to Donald R. Shirley as part of the total equity award settlement.