KOWLZAN MARK W 4
4 · PACKAGING CORP OF AMERICA · Filed Mar 31, 2026
Research Summary
AI-generated summary of this filing
Packaging Corp (PKG) CEO Mark Kowlzan Receives Award; Shares Withheld
What Happened
Mark W. Kowlzan, Chairman & CEO of Packaging Corporation of America (PKG), was paid out performance units on March 27, 2026. He was awarded 43,010 shares and 3,292 shares (total 46,302) at $0.00 as a settlement of TSR performance units (certified at 200% of target). To cover withholding tax obligations, 20,513 shares were withheld/disposed at $212.25 per share for a withholding value of $4,353,884. The payout included accumulated dividends on the vested performance units.
Key Details
- Transaction date: March 27, 2026; Form 4 filed March 31, 2026 (timely).
- Awards: 43,010 and 3,292 shares (transaction code A) settled at $0.00.
- Withholding: 20,513 shares (transaction code F) disposed at $212.25 = $4,353,884 to cover taxes.
- Performance certification: Compensation subcommittee certified attainment at 200% for TSR performance units awarded Feb 22, 2023 (footnote F1).
- Payout included accumulated dividends on vesting units (footnote F2).
- Reporting notes: Reporting person disclaims beneficial ownership of shares held by spouse (F3). Withholding per company LTIP to cover tax (F4).
- Shares owned after transaction: Not specified in the Form 4 filing.
Context
This was a performance-unit payout (not an open-market purchase or a voluntary sale). After withholding, Kowlzan effectively received 25,789 net shares (46,302 awarded minus 20,513 withheld). Withholding shares to satisfy tax obligations is a routine settlement mechanism and does not necessarily indicate discretionary selling by the insider.
Insider Transaction Report
- Award
Common Stock
[F1]2026-03-27+43,010→ 500,097 total - Award
Common Stock
[F2]2026-03-27+3,292→ 503,389 total - Tax Payment
Common Stock
[F4]2026-03-27$212.25/sh−20,513$4,353,884→ 482,876 total
- 20,478(indirect: By 401(k))
Common Stock
- 2,565(indirect: By Spouse)
Common Stock
[F3]
Footnotes (4)
- [F1]On March 27, 2026, the compensation subcommittee of the compensation committee of the registrant's board of directors certified attainment of the performance measure under the TSR performance units awarded to the reporting person on February 22, 2023. Performance was achieved at 200%. The units paid out on the date of certification.
- [F2]Payout in shares of accumulated dividends on vesting performance units.
- [F3]Reporting person disclaims beneficial ownership of shares held by spouse.
- [F4]Pursuant to the terms of the Company's Long-Term Equity Incentive Plan, the Company withheld shares to cover the withholding tax obligation associated with equity awards vesting on the transaction date.