PKG CFO Kent Pflederer receives equity awards and tax share withholding

Rhea-AI Filing Summary

PACKAGING CORP OF AMERICA EVP & CFO Kent A. Pflederer reported equity compensation activity in company stock. On March 6, 2026, he acquired 2,926 shares of common stock from vested performance units and 259 shares as accumulated dividend payouts, both at no cash price.

The company then withheld 1,412 shares at $222.52 per share to cover tax obligations tied to these vesting equity awards. After these transactions, he held 69,707 shares of common stock directly and 4,214 shares 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^*

Pflederer Kent A.

(Last) (First) (Middle)

PACKAGING CORPORATION OF AMERICA

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)
	EVP & CFO

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)		2,926	A	$0	70,860	D
Common Stock	03/06/2026		A(2)		259	A	$0	71,119	D
Common Stock	03/06/2026		F(3)		1,412	D	$222.52	69,707	D
Common Stock								4,214	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 6, 2026, the compensation subcommittee of the compensation committee of the registrant's board of directors certified attainment of the performance measure under the 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	03/09/2026
	** 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 transactions did PKG CFO Kent Pflederer report on March 6, 2026?

He reported vesting-related equity awards and tax withholding. He acquired 2,926 shares from performance units and 259 dividend-equivalent shares, then 1,412 shares were withheld at $222.52 each to satisfy tax obligations under the company’s long-term equity incentive plan.

How many PKG shares does CFO Kent Pflederer hold after these Form 4 transactions?

After the March 6, 2026 transactions, he directly owns 69,707 shares of PACKAGING CORP OF AMERICA common stock and indirectly holds 4,214 shares through a 401(k) plan, according to the reported post-transaction ownership figures in the Form 4 filing.

Were the PKG Form 4 transactions open-market buys or sales by the CFO?

They were not open-market trades. The Form 4 shows share acquisitions from vesting performance units and dividend equivalents, plus a tax-withholding disposition where 1,412 shares were withheld by the company at $222.52 per share to cover related tax liabilities.

What performance awards triggered the PKG CFO’s share acquisition on March 6, 2026?

The compensation subcommittee certified attainment of a performance measure for performance units awarded on February 23, 2022. Those units paid out in shares on March 6, 2026, resulting in 2,926 shares issued to the CFO as part of long-term equity compensation.

Why did PACKAGING CORP OF AMERICA withhold 1,412 shares from the CFO’s awards?

Under the company’s Long-Term Equity Incentive Plan, shares were withheld to satisfy withholding tax obligations when equity awards vested. On March 6, 2026, this resulted in 1,412 shares withheld at $222.52 per share instead of a separate cash payment for taxes.

How were dividend equivalents handled in the PKG CFO’s Form 4 filing?

The filing notes a payout in shares of accumulated dividends upon vesting of performance units. This produced an additional 259 shares of PACKAGING CORP OF AMERICA common stock, granted at no cash price as part of the overall equity award settlement to the CFO.