PKG (PKG) CEO Kowlzan reports shares withheld for equity award taxes

Rhea-AI Filing Summary

PACKAGING CORP OF AMERICA Chairman & CEO Mark W. Kowlzan reported an automatic share disposition tied to equity compensation. On the transaction date, the company withheld 7,371 shares of Common Stock at $225.55 per share to cover withholding taxes under its Long-Term Equity Incentive Plan, rather than an open-market sale.

After this tax-withholding disposition, Kowlzan directly owned 430,007 common shares. The filing also shows indirect holdings of 20,263 shares in a 401(k) plan and 2,565 shares held by his spouse, with the reporting person disclaiming beneficial ownership of the spouse’s shares.

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)
02/23/2026

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)		7,371	D	$225.55	430,007	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. 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.

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

	Kent A. Pflederer, attorney in fact	02/24/2026
	** 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 transaction did PKG Chairman & CEO Mark Kowlzan report on this Form 4?

Mark Kowlzan reported a tax-withholding disposition of shares. The company withheld stock under its Long-Term Equity Incentive Plan to cover taxes due when equity awards vested, rather than executing an open-market sale of Packaging Corp of America shares.

How many PACKAGING CORP OF AMERICA (PKG) shares were withheld for taxes?

The filing shows 7,371 Common Stock shares withheld for taxes. These shares were valued at $225.55 per share and were applied to the withholding tax obligation tied to vesting equity awards under the company’s Long-Term Equity Incentive Plan.

How many PKG shares does Mark Kowlzan own directly after this transaction?

Following the tax-withholding disposition, Mark Kowlzan directly owned 430,007 Packaging Corp of America common shares. This figure reflects his direct holdings after the company withheld shares to satisfy the tax obligations associated with his vesting equity awards.

What indirect PKG share holdings are reported for Mark Kowlzan on this Form 4?

The Form 4 lists 20,263 Packaging Corp of America shares held indirectly through a 401(k) plan and 2,565 shares held by his spouse. The reporting person specifically disclaims beneficial ownership of the shares held by his spouse, as noted in the filing footnote.

Was Mark Kowlzan’s PKG Form 4 transaction an open-market stock sale?

The reported transaction was not an open-market sale. Shares were withheld automatically by Packaging Corp of America to cover withholding tax obligations on vesting equity awards, categorized as a tax-withholding disposition under the company’s Long-Term Equity Incentive Plan.

Why did PACKAGING CORP OF AMERICA withhold shares from Mark Kowlzan’s equity awards?

Shares were withheld under the Long-Term Equity Incentive Plan to cover withholding taxes. When equity awards vested on the transaction date, the company retained some shares, rather than cash, to satisfy the associated tax liability for the Chairman and CEO.