Carter Charles J. 4

What Happened
Charles J. Carter, EVP — Mill Operations at Packaging Corporation of America (PKG), received 4,715 shares on March 6, 2026 as a payout of vested performance units (4,331 shares) and accumulated dividend shares (384 shares). To satisfy tax withholding, the company withheld 1,857 shares at $222.52 per share (total value ~$413,220), so Carter received a net 2,858 shares. The acquired shares were awarded (code A) and the withheld shares are recorded as a disposition for tax withholding (code F).

Key Details

• Transaction date: March 6, 2026; Form 4 filed March 10, 2026 (filed on time).
• Awards: 4,331 shares (performance units) and 384 shares (accumulated dividends) acquired at $0.00.
• Withholding: 1,857 shares disposed at $222.52 each for tax withholding; total withheld value ~$413,220.
• Net shares issued to insider: 4,715 − 1,857 = 2,858 shares.
• Footnotes: F1 — ROIC performance units (awarded Feb 23, 2022) were certified and paid out; F2 — payout includes accumulated dividends in shares; F3 — company withheld shares to cover tax withholding obligations.
• Shares owned after transaction: not specified in the provided Form 4 details.

Context
This was a routine settlement of vested long-term incentive awards (performance units), not an open-market purchase or voluntary sale. The withholding of shares to cover taxes is a common net-settlement method and does not indicate a market sale by the insider.