Packaging Corp CEO receives stock awards
PACKAGING CORP OF AMERICA Chairman & CEO Mark W. Kowlzan received equity compensation in the form of common stock.
Rhea-AI Filing Summary
PACKAGING CORP OF AMERICA Chairman & CEO Mark W. Kowlzan received equity compensation in the form of common stock. On March 27, 2026, he was granted 43,010 shares tied to TSR performance units that paid out at 200% of the performance measure, plus 3,292 shares representing accumulated dividend equivalents.
To cover withholding taxes on these equity awards, the company withheld 20,513 shares at a price of $212.25 per share, a non-market tax-withholding disposition rather than an open-market sale. After these transactions, he directly holds 482,876 shares of common stock, with additional indirect holdings of 20,478 shares in a 401(k) plan and 2,565 shares held by his spouse, which he disclaims beneficial ownership of.
Positive
- None.
Negative
- None.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
KOWLZAN MARK W
Role
Chairman & CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 43,010 | $0.00 | $0.00 |
| Grant/Award | Common Stock | 3,292 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 20,513 | $212.25 | $4.35M |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 482,876 shares (Direct);
Common Stock — 20,478 shares (Indirect, 401k plan);
Common Stock — 2,565 shares (Indirect, by spouse)
Footnotes (4)
- 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.
- F2. Payout in shares of accumulated dividends on vesting performance units.
- F3. Reporting person disclaims beneficial ownership of shares held by spouse.
- 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.
Key Figures
Performance unit shares granted: 43,010 shares
Dividend equivalent shares: 3,292 shares
Tax-withheld shares: 20,513 shares
+4 more
7 metrics
Performance unit shares granted
43,010 shares
TSR performance units payout on March 27, 2026
Dividend equivalent shares
3,292 shares
Payout of accumulated dividends on vesting units
Tax-withheld shares
20,513 shares
Shares withheld to cover tax obligation on vesting equity
Tax withholding price
$212.25 per share
Value used for F-code tax-withholding disposition
Direct holdings after transactions
482,876 shares
Common stock directly owned after March 27, 2026 events
401(k) indirect holdings
20,478 shares
Common stock held indirectly through 401(k) plan
Spouse-held shares
2,565 shares
Shares held by spouse; beneficial ownership disclaimed
Key Terms
TSR performance units, accumulated dividends, beneficial ownership, 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."
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.
withholding tax obligation financial
"the Company withheld shares to cover the withholding tax obligation associated with equity awards vesting"
Long-Term Equity Incentive Plan financial
"Pursuant to the terms of the Company's Long-Term Equity Incentive Plan, the Company withheld shares"
FAQ
What did PKG Chairman & CEO Mark Kowlzan receive in this Form 4 filing?
Mark Kowlzan received 43,010 shares of Packaging Corp common stock from TSR performance units and 3,292 shares from accumulated dividend equivalents. These equity awards reflect certified performance for a grant originally awarded on February 22, 2023, that ultimately paid out at 200% of its performance measure.
How were the TSR performance units for PKG’s CEO determined to vest?
The compensation subcommittee certified that the CEO’s TSR performance units achieved performance at 200% of the target measure. As a result, the units, originally granted on February 22, 2023, paid out in shares on March 27, 2026, directly increasing his equity ownership in the company.
What is the role of dividend equivalents in the PKG CEO’s equity payout?
In addition to performance-based shares, the CEO received 3,292 shares as a payout of accumulated dividends tied to the vesting TSR performance units. These dividend equivalent shares reflect dividends that would have been paid on the underlying units during the performance period, delivered upon vesting.
AI-generated analysis. How Rhea-AI works. Not financial advice.
