KOWLZAN MARK W 4

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.