Pflederer Kent A. 4

What Happened
Kent A. Pflederer, Executive Vice President & CFO of Packaging Corporation of America (PKG), had performance units vest on March 6, 2026, resulting in awards of 2,926 and 259 shares (total 3,185 shares). To satisfy tax withholding on the vesting, 1,412 shares were surrendered (reported as a disposition) at $222.52 per share, a value of $314,198. The awards were paid out in shares (including accumulated dividends) according to the company’s long‑term equity plan.

Key Details

• Transaction date: March 6, 2026; Form 4 filed March 9, 2026 (timely).
• Awards: 2,926 shares (A) and 259 shares (A) granted/paid out at $0.00 (these reflect vested performance units).
• Tax withholding/disposition: 1,412 shares (F) withheld/surrendered at $222.52 each = $314,198.
• Net shares received on vesting: 3,185 awarded − 1,412 withheld = 1,773 net shares.
• Shares owned after transaction: not disclosed in the filing.
• Footnotes: F1 — vesting triggered by certification of performance measures for units awarded Feb 23, 2022; F2 — payout included accumulated dividends in shares; F3 — shares were withheld per the LTIP to cover withholding tax.

Context
This was a routine equity award vesting and related tax withholding, not an open‑market sale or purchase. The disposition reported (code F) reflects shares withheld to satisfy taxes and is common after vesting of restricted or performance awards; it does not necessarily indicate a change in insider sentiment.