PKG (NYSE: PKG) CEO receives 16,992 RSU equity award in new Form 4

Rhea-AI Filing Summary

PACKAGING CORP OF AMERICA Chairman & CEO Mark W. Kowlzan reported an equity compensation grant. He acquired 16,992 shares of common stock on a grant or award basis, described as restricted stock units, with no cash price per share. This brought his directly held common stock to 446,999 shares.

In addition, he reports indirect ownership of 20,263 shares through a 401(k) plan and 2,565 shares held by his spouse, for which he disclaims beneficial ownership. Each restricted stock unit represents a contingent right to receive one share of common stock.

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^*

KOWLZAN MARK W

(Last) (First) (Middle)

1 N. FIELD COURT

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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	02/25/2026		A(1)		16,992	A	$0	446,999	D
Common Stock								20,263	I	401k plan
Common Stock								2,565	I	by spouse(2)

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. Represents restricted stock units ("RSUs") issued to the reporting person. Each RSU represents a contingent right to receive one share of the registrant's common stock.

2. Reporting person disclaims beneficial ownership of shares held by spouse.

	Kent A. Pflederer, attorney in fact	02/26/2026
	** 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.

FAQ

What insider transaction did PKG Chairman & CEO Mark Kowlzan report on this Form 4?

Mark W. Kowlzan reported an equity compensation award of 16,992 restricted stock units of PACKAGING CORP OF AMERICA common stock. The grant was recorded at a price of $0.00 per share, reflecting a non-cash award rather than an open-market purchase.

How many PACKAGING CORP OF AMERICA shares does Mark Kowlzan hold after this Form 4 grant?

After the reported grant, Mark W. Kowlzan directly holds 446,999 shares of PACKAGING CORP OF AMERICA common stock. He also reports indirect holdings of 20,263 shares in a 401(k) plan and 2,565 shares held by his spouse, with beneficial ownership disclaimed.

What are the 16,992 units reported by PKG CEO Mark Kowlzan on this Form 4?

The 16,992 units are restricted stock units (RSUs) issued to Mark W. Kowlzan. Each RSU represents a contingent right to receive one share of PACKAGING CORP OF AMERICA common stock, making this a stock-based compensation award rather than a cash transaction.

How are Mark Kowlzan’s indirect PACKAGING CORP OF AMERICA holdings structured?

Indirectly, Mark W. Kowlzan reports 20,263 shares of PACKAGING CORP OF AMERICA common stock in a 401(k) plan and 2,565 shares held by his spouse. He expressly disclaims beneficial ownership of the shares held by his spouse, as noted in the filing footnote.

Does this PKG Form 4 show an open-market stock purchase or sale by Mark Kowlzan?

The Form 4 reflects a grant or award acquisition of 16,992 restricted stock units, not an open-market purchase or sale. The transaction code is “A,” indicating a grant, with no purchase price per share, consistent with stock-based compensation rather than trading activity.