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.

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)

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.

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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

Why did Packaging Corp withhold 20,513 shares from the CEO’s award?

Packaging Corp withheld 20,513 shares of common stock at $212.25 per share to satisfy the CEO’s withholding tax obligation on vesting equity awards. This F-code transaction is a tax-withholding disposition under the company’s Long-Term Equity Incentive Plan, not an open-market stock sale.

How many PKG shares does the CEO hold after these transactions?

After these transactions, the CEO directly owns 482,876 shares of Packaging Corp common stock. He also has indirect holdings of 20,478 shares through a 401(k) plan and 2,565 shares held by his spouse, though he disclaims beneficial ownership of the spouse’s shares.

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.

Does the CEO control all indirect PKG shares reported in this Form 4?

The CEO has indirect holdings of 20,478 shares through a 401(k) plan, while an additional 2,565 shares are held by his spouse. The filing states that he disclaims beneficial ownership of the shares held by his spouse, clarifying his economic interest and control over those shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/31/2026 - 01:40 PM EDT 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^*

KOWLZAN MARK W

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

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)		43,010	A	$0	500,097	D
Common Stock	03/27/2026		A(2)		3,292	A	$0	503,389	D
Common Stock	03/27/2026		F(4)		20,513	D	$212.25	482,876	D
Common Stock								20,478	I	401k plan
Common Stock								2,565	I	by spouse(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. 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.

	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)