Hassfurther Thomas A 4

What Happened

• Thomas A. Hassfurther, President of Packaging Corporation of America (PKG), received performance-unit payouts on March 27, 2026 that resulted in 29,778 shares awarded plus 2,279 shares of accumulated dividends (total 32,057 shares). To satisfy the tax-withholding obligation, 12,615 shares were withheld (disposed) at $212.25 per share, a value of $2,677,534. The compensation subcommittee certified that the TSR performance units (awarded Feb 22, 2023) achieved 200% payout.

Key Details

• Transaction types: A = Award/Grant (32,057 shares acquired); F = Tax withholding (12,615 shares disposed).
• Transaction date: March 27, 2026. Filing date: March 31, 2026 (timely file).
• Withholding price/value: 12,615 shares × $212.25 = $2,677,534.
• Net shares delivered to the reporting person on vesting: 32,057 − 12,615 = 19,442 shares.
• Notable footnotes: F1 (performance achieved at 200%); F2 (dividend shares paid on vesting); F4 (shares withheld per Long‑Term Equity Incentive Plan to cover taxes); F3 and F5 disclaimers regarding shares held by spouse and an investment entity.
• Post-transaction total holdings: Not specified in the filing.

Context

• This was a performance-based award payout (not an open‑market sale or purchase). The withholding of shares to cover taxes is a routine cashless/net settlement step and should not be read as a discretionary sale signal.
• The payout reflects the committee’s certification of relative TSR performance for the 2023 award (200% payout), amplifying the size of the award relative to target.