Packaging Corp (NYSE: PKG) CFO gets TSR stock awards, shares withheld for taxes

Rhea-AI Filing Summary

PACKAGING CORP OF AMERICA EVP & CFO Kent A. Pflederer reported equity compensation activity in company common stock. On March 27, 2026, he acquired 5,596 shares from the payout of TSR performance units that were certified at 200% of the performance measure, and an additional 428 shares representing accumulated dividend equivalents on those units. These are compensation-related awards rather than open-market purchases.

Pursuant to the company’s Long-Term Equity Incentive Plan, the company then withheld 2,670 shares at $212.25 per share to satisfy tax obligations tied to the vesting awards, a non-market disposition. After these transactions, Pflederer held 73,061 shares directly, plus 4,242 shares held indirectly through a 401(k) plan.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Pflederer Kent A.

Role EVP & CFO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,596	$0.00	--
Grant/Award	Common Stock	428	$0.00	--
Tax Withholding	Common Stock	2,670	$212.25	$567K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 75,303 shares (Direct); Common Stock — 4,242 shares (Indirect, through 401(k) plan)

Footnotes (1)

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. Payout in shares of accumulated dividends on vesting performance units. 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

TSR performance unit payout: 5,596 shares Dividend equivalent shares: 428 shares Tax withholding shares: 2,670 shares +4 more

7 metrics

TSR performance unit payout 5,596 shares Common stock from TSR performance units on March 27, 2026

Dividend equivalent shares 428 shares Payout of accumulated dividends on vesting performance units

Tax withholding shares 2,670 shares Shares withheld to cover taxes on equity awards

Withholding price $212.25 per share Value used for tax-withholding disposition

Direct holdings after transaction 73,061 shares Common stock directly owned by Kent A. Pflederer

Indirect 401(k) holdings 4,242 shares Common stock held indirectly through 401(k) plan

TSR performance level 200% Certified performance for February 22, 2023 TSR units

Key Terms

TSR performance units, Long-Term Equity Incentive Plan, withholding tax obligation, accumulated dividends, +1 more

5 terms

TSR performance units financial

"certified attainment of the performance measure under the TSR performance units awarded"

Long-Term Equity Incentive Plan financial

"Pursuant to the terms of the Company's Long-Term Equity Incentive Plan, the Company withheld shares"

withholding tax obligation financial

"withheld shares to cover the withholding tax obligation associated with equity awards vesting"

accumulated dividends financial

"Payout in shares of accumulated dividends on vesting performance units"

401(k) plan financial

"total_shares_following_transaction: "4242.0000" ... nature_of_ownership: "through 401(k) plan""

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

Form 4 Insider Transactions: What Each Field Means →

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^*

Pflederer Kent A.

(Last) (First) (Middle)

PACKAGING CORPORATION OF AMERICA

1 N. FIELD CT.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & CFO

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)		5,596	A	$0	75,303	D
Common Stock	03/27/2026		A(2)		428	A	$0	75,731	D
Common Stock	03/27/2026		F(3)		2,670	D	$212.25	73,061	D
Common Stock								4,242	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 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. 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	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)

FAQ

What did PKG EVP & CFO Kent A. Pflederer report in this Form 4?

Kent A. Pflederer reported equity compensation activity in Packaging Corp of America common stock. He received performance-based share awards and related dividend shares, and a portion of the vested shares was withheld by the company to cover tax obligations under its Long-Term Equity Incentive Plan.

How many PKG shares did Kent A. Pflederer acquire through awards?

He acquired 5,596 shares from TSR performance units and 428 shares as accumulated dividend equivalents. These awards vested after the compensation committee certified performance at 200%, resulting in a share payout rather than any open-market purchases of Packaging Corp of America stock.

Why were 2,670 PKG shares disposed of in this filing?

The 2,670 shares were withheld by the company at $212.25 per share to cover withholding tax obligations on vested equity awards. This F-code disposition represents tax withholding under the Long-Term Equity Incentive Plan, not an open-market sale initiated by Kent A. Pflederer.

What is the 200% performance achievement mentioned for PKG TSR units?

The filing states that TSR performance units granted on February 22, 2023 achieved performance at 200%. After the compensation committee certified this result on March 27, 2026, the units paid out in shares to Kent A. Pflederer on the certification date as part of his compensation.

How many PKG shares does Kent A. Pflederer hold after these transactions?

After the reported transactions, Kent A. Pflederer directly holds 73,061 shares of Packaging Corp of America common stock. He also has an indirect holding of 4,242 shares through a 401(k) plan, as disclosed in the filing’s ownership table.

Are the PKG transactions in this Form 4 open-market buys or sells?

The transactions reflect equity awards and tax withholding, not open-market trades. Shares were acquired via performance-based grants and dividend equivalents, while shares disposed of under code F were withheld by the company to pay taxes on vesting, rather than being sold on the market.