Hassfurther Thomas A 4

What Happened
Thomas A. Hassfurther, President of Packaging Corporation of America (PKG), received 12,492 shares on March 6, 2026 as a payout from vested ROIC performance units (awarded Feb 23, 2022). Of those shares, 4,917 were surrendered/withheld to cover the tax withholding obligation at a per-share value of $222.52, generating $1,094,131. The award shares were issued at $0.00 (vested award), resulting in a net issuance to him of about 7,575 shares after withholding.

Key Details

• Transaction date: March 6, 2026; Form 4 filed March 10, 2026 (within the standard two-business-day window).
• Award: 11,474 shares + 1,018 shares = 12,492 shares issued at $0.00 (codes A).
• Tax withholding: 4,917 shares disposed at $222.52 each (code F) for $1,094,131 withheld.
• Shares owned after transaction: not specified in this Form 4.
• Footnotes of note:
  • F1: Certification of performance measure for ROIC performance units triggered payout.
  • F2: Payout included accumulated dividends on vesting performance units.
  • F4: Shares were withheld pursuant to the Company’s Long‑Term Equity Incentive Plan to cover tax withholding.
  • F3/F5: Reporting person disclaims beneficial ownership of certain shares held by spouse or an investment entity (per filing).

Context
This was not an open‑market sale or a purchase — it was the vesting and payout of long‑term performance units into shares, with a company withholding of shares to satisfy tax obligations (a routine administrative step). Such award vestings are compensation events rather than direct signals of buying or selling intent.