Carter Charles J. 4

What Happened
Charles J. Carter, EVP – Mill Operations at Packaging Corporation of America (PKG), received 8,916 shares on March 27, 2026 as the payout of TSR performance units (8,282 + 634 shares) following certification of performance at 200%. Simultaneously, 3,509 shares were withheld/disposed to cover the tax withholding obligation at $212.25 per share, resulting in a disposition value of $744,785. The grants were paid in shares (including accumulated dividends) rather than cash.

Key Details

• Transaction date: March 27, 2026; Form 4 filed March 31, 2026 (filed within required period).
• Awarded: 8,282 shares and 634 shares (total 8,916) at $0.00 (A = award/acquisition).
• Tax withholding/disposition: 3,509 shares withheld/disposed at $212.25 per share for $744,785 (F = tax withholding).
• Footnotes: Compensation committee certified TSR performance at 200% (F1); payout included accumulated dividends (F2); company withheld shares to satisfy tax withholding per plan (F3).
• Shares owned after the transaction: Not specified in the filing.

Context
This was a performance-unit payout (vesting) tied to prior awards (awarded Feb 22, 2023) and not an open-market purchase or discretionary sale. The share disposition was a routine withholding to cover taxes rather than a market-driven sale by the insider.