KOWLZAN MARK W 4

What Happened
Mark W. Kowlzan, Chairman & CEO of Packaging Corp of America (PKG), received performance-unit awards that paid out in shares on March 6, 2026 (total 18,113 shares: 16,637 + 1,476 at $0.00). To cover the related tax withholding, 8,025 shares were withheld/disposed at $222.52 per share for proceeds of $1,785,723. The awards were paid upon certification of the ROIC performance measure tied to units granted Feb 23, 2022.

Key Details

• Transaction date: March 6, 2026; Form filed March 10, 2026 (filed late relative to the 2-business-day Form 4 rule).
• Awards: 16,637 shares and 1,476 shares granted/paid out (code A) at $0.00; total awarded = 18,113 shares.
• Withholding/tax disposition: 8,025 shares disposed (code F) at $222.52 each = $1,785,723 withheld to cover taxes.
• Shares owned after transaction: not stated in the supplied filing.
• Relevant footnotes: F1 — compensation committee certified attainment of ROIC performance measure; F2 — payout included accumulated dividends; F4 — shares withheld per LTIP to cover tax withholding; F3 — reporting person disclaims beneficial ownership of spouse-held shares.
• Transaction codes explained: A = award/acquisition; F = withholding/tax payment (not an open-market sale).

Context
These were performance-unit payouts (not open-market purchases or discretionary sales). The 8,025-share disposition was a company withholding to satisfy tax obligations on vesting—common in equity award settlements and not necessarily an indicator of the insider selling for investment reasons. The filing was submitted four days after the transaction date, which is later than the typical 2-business-day reporting window for Form 4s.