Packaging Corp of America (PKG) SVP has 681 shares withheld for taxes

Rhea-AI Filing Summary

Packaging Corp of America senior vice president Heidi L. Patton reported a tax-related share disposition. On February 23, 2026, the company withheld 681 shares of common stock at $225.55 per share to cover withholding taxes under its Long-Term Equity Incentive Plan. After this transaction, Patton directly held 5,665 common shares and indirectly held 1,394 common shares 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^*

Patton Heidi L

(Last) (First) (Middle)

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)
	SVP

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		F(1)		681	D	$225.55	5,665	D
Common Stock								1,394	I	401k 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. 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 the transaction reported above.

	Kent A. Pflederer, attorney in fact	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Packaging Corp of America (PKG) report for Heidi L. Patton?

Packaging Corp of America reported a tax-related share disposition by SVP Heidi L. Patton. On February 23, 2026, 681 common shares were withheld at $225.55 per share to satisfy withholding tax obligations under the company’s Long-Term Equity Incentive Plan.

How many Packaging Corp of America (PKG) shares were involved in Heidi Patton’s Form 4 filing?

The Form 4 shows 681 common shares were withheld from Heidi Patton. These shares were not sold on the open market but retained by the company to cover tax liabilities tied to an equity incentive transaction, according to the Long-Term Equity Incentive Plan’s terms.

What was the price used for the 681 PKG shares withheld from Heidi Patton?

The 681 common shares were valued at $225.55 per share for the withholding. This price was used to calculate the number of shares needed to satisfy the tax obligation associated with the equity incentive transaction reported for Packaging Corp of America’s senior vice president.

How many Packaging Corp of America (PKG) shares does Heidi Patton own after the reported transactions?

After the reported transactions, Heidi Patton directly owns 5,665 common shares of Packaging Corp of America. She also indirectly holds 1,394 additional common shares through a 401(k) plan, as reflected in the holdings information accompanying the Form 4 filing.

Was Heidi Patton’s PKG share transaction an open-market sale?

The transaction was not an open-market sale. The Form 4 codes it as a tax-withholding disposition, where 681 shares were withheld by Packaging Corp of America itself to pay withholding taxes owed under the company’s Long-Term Equity Incentive Plan.

What indirect Packaging Corp of America (PKG) holdings does Heidi Patton report?

Heidi Patton reports indirect ownership of 1,394 common shares through a 401(k) plan. This indirect position is separate from her 5,665 directly held shares and is identified in the filing as ownership through a retirement plan rather than personal brokerage holdings.