PKG director receives 591-share equity award

MENCOFF SAMUEL M reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

MENCOFF SAMUEL M reported acquisition or exercise transactions in this Form 4 filing.

Packaging Corp of America director Samuel M. Mencoff received a share award of 591 shares of Common Stock as the equity portion of his directors fees. After this grant, he directly holds 270,193.616 shares of Common Stock. Separately, 75,525.985 shares are held indirectly through Temple Hall Partners, LP, a family limited partnership, where he disclaims beneficial ownership beyond his pecuniary interest. The filing also notes prior increases in both direct and indirect balances from dividend reinvestments that were exempt from reporting under Rule 16a-11 of the Exchange Act.

Insider Trade Summary

Grant/Award: 591 shares

Grant/Award 2 txns

Insider MENCOFF SAMUEL M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	591	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 270,193.616 shares (Direct); Common Stock — 75,525.985 shares (Indirect, Through family limited partnership)

Footnotes (4)

1. F1. Share award for equity portion of directors fees.
2. F2. The beginning share balance increased from the previously reported amount due to reinvestment of dividends in transactions exempt from reporting pursuant to Rule 16a-11 under the Securities Exchange Act of 1934.
3. F3. The share balance increased from the previously reported amount due to reinvestment of dividends in transactions exempt from reporting pursuant to Rule 16a-11 under the Securities Exchange Act of 1934.
4. F4. Held by Temple Hall Partners, LP, a family limited partnership. Reporting person disclaims beneficial interest of such shares except to the extent of his pecuniary interest therein.

Key Figures

Share award: 591 shares Direct holdings after grant: 270,193.616 shares Indirect holdings via partnership: 75,525.985 shares +1 more

4 metrics

Share award 591 shares Equity portion of directors fees

Direct holdings after grant 270,193.616 shares Common Stock held directly after 591-share award

Indirect holdings via partnership 75,525.985 shares Held by Temple Hall Partners, LP family limited partnership

Award price per share $0.00 per share Reported price for 591-share director fee award

Key Terms

Rule 16a-11, family limited partnership, pecuniary interest, directors fees

4 terms

Rule 16a-11 regulatory

"reinvestment of dividends in transactions exempt from reporting pursuant to Rule 16a-11 under the Securities Exchange Act"

family limited partnership financial

"Held by Temple Hall Partners, LP, a family limited partnership."

pecuniary interest financial

"disclaims beneficial interest of such shares except to the extent of his pecuniary interest therein."

directors fees financial

"Share award for equity portion of directors fees."

FAQ

What did PKG director Samuel M. Mencoff report in this Form 4?

Samuel M. Mencoff reported receiving a 591-share Common Stock award as the equity portion of his directors fees. The filing also updates his direct and indirect holdings after exempt dividend reinvestment transactions.

How many PKG shares does Samuel M. Mencoff hold directly after the grant?

After the grant, Samuel M. Mencoff directly holds 270,193.616 shares of Packaging Corp of America Common Stock. This reflects the 591-share award plus prior holdings, including earlier dividend reinvestments noted in the Form 4 footnotes.

What are Samuel M. Mencoff’s indirect holdings of PKG stock?

Indirectly, 75,525.985 shares of Packaging Corp of America are held through Temple Hall Partners, LP, a family limited partnership. Mencoff disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.

What is the nature of the 591 PKG shares awarded to Mencoff?

The 591-share award is described as the equity portion of directors fees. This means part of Mencoff’s compensation as a director was paid in company stock rather than cash, with a reported price per share of $0.00 on the form.

How did dividend reinvestment affect Mencoff’s PKG share balances?

Footnotes explain that both the beginning and current share balances increased due to dividend reinvestment transactions. These were exempt from reporting under Rule 16a-11 of the Securities Exchange Act, so only the updated balances appear in this Form 4.

Does Mencoff fully control the PKG shares held by Temple Hall Partners, LP?

The filing states the indirect shares are held by Temple Hall Partners, LP, a family limited partnership. Mencoff disclaims beneficial interest in those shares except for his pecuniary interest, indicating limited ownership rights beyond economic participation.

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Accepted by SEC EDGAR 05/13/2026 - 03:02 PM 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^*

MENCOFF SAMUEL M

(Last) (First) (Middle)

THREE FIRST NATIONAL PLAZA

(Street)

CHICAGO ILLINOIS 60602

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026

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	05/12/2026		A(1)		591	A	$0	270,193.616(2)	D
Common Stock								75,525.985(3)	I	Through family limited partnership(4)

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. Share award for equity portion of directors fees.

2. The beginning share balance increased from the previously reported amount due to reinvestment of dividends in transactions exempt from reporting pursuant to Rule 16a-11 under the Securities Exchange Act of 1934.

3. The share balance increased from the previously reported amount due to reinvestment of dividends in transactions exempt from reporting pursuant to Rule 16a-11 under the Securities Exchange Act of 1934.

4. Held by Temple Hall Partners, LP, a family limited partnership. Reporting person disclaims beneficial interest of such shares except to the extent of his pecuniary interest therein.

	Kent A. Pflederer, attorney in fact	05/13/2026
	** 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)