Executive Carter (NYSE: PKG) gains stock awards; shares withheld for taxes

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Packaging Corp of America EVP-Mill Ops. Charles J. Carter received equity compensation tied to prior performance awards. On March 27, 2026, the board’s compensation subcommittee certified that TSR performance units granted on February 22, 2023 paid out at 200%, delivering 8,282 shares of common stock.

Carter also received 634 shares as accumulated dividend payouts on those vesting performance units. To satisfy withholding taxes under the company’s Long-Term Equity Incentive Plan, the company withheld 3,509 shares at $212.25 per share. After these transactions, Carter holds 50,621 common shares directly and 6,550 shares indirectly through a 401(k) plan, reflecting a compensation-related award with tax withholding rather than an open-market trade.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Carter Charles J.

Role EVP-Mill Ops.

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	8,282	$0.00	--
Grant/Award	Common Stock	634	$0.00	--
Tax Withholding	Common Stock	3,509	$212.25	$745K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 53,496 shares (Direct); Common Stock — 6,550 shares (Indirect, Through 401(k) plan)

Footnotes (1)

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. Payout in shares of accumulated dividends on vesting performance units. 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.

Key Figures

TSR performance unit payout: 8,282 shares Dividend share payout: 634 shares Tax withholding shares: 3,509 shares +4 more

7 metrics

TSR performance unit payout 8,282 shares Common stock delivered from TSR performance units on March 27, 2026

Dividend share payout 634 shares Shares from accumulated dividends on vesting performance units

Tax withholding shares 3,509 shares Shares withheld to cover taxes on equity awards

Tax withholding price $212.25 per share Value used for shares withheld for tax obligations

Direct holdings after transactions 50,621 shares Carter’s direct PKG common stock ownership after March 27, 2026

Indirect 401(k) holdings 6,550 shares PKG common stock held through a 401(k) plan

TSR performance achievement 200% Performance level certified for 2023 TSR performance units

Key Terms

TSR performance units, Long-Term Equity Incentive Plan, withheld shares, accumulated dividends, +1 more

5 terms

TSR performance units financial

"certified attainment of the performance measure under the TSR performance units awarded"

Long-Term Equity Incentive Plan financial

"Pursuant to the terms of the Company's Long-Term Equity Incentive Plan, the Company withheld shares"

withheld shares financial

"the Company withheld shares to cover the withholding tax obligation associated with equity awards"

accumulated dividends financial

"Payout in shares of accumulated dividends on vesting performance units."

401(k) plan financial

"total_shares_following_transaction": "6550.0000" ... "Through 401(k) plan""

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

Form 4 Insider Transactions: What Each Field Means →

03/31/2026 - 11:07 AM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Carter Charles J.

(Last)

(First)

(Middle)

1 N. FIELD CT.

(Street)

LAKE FOREST

ILLINOIS

60045

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
PACKAGING CORP OF AMERICA [ PKG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP-Mill Ops.

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/27/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/27/2026		A⁽¹⁾		8,282	A	$0	53,496	D
Common Stock	03/27/2026		A⁽²⁾		634	A	$0	54,130	D
Common Stock	03/27/2026		F⁽³⁾		3,509	D	$212.25	50,621	D
Common Stock								6,550	I	Through 401(k) plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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.

2. Payout in shares of accumulated dividends on vesting performance units.

3. 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.

	Kent A. Pflederer, attorney in fact	03/31/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did PKG executive Charles J. Carter report on March 27, 2026?

Executive Charles J. Carter reported equity compensation transactions on March 27, 2026. TSR performance units paid out at 200%, delivering 8,282 shares, plus 634 dividend shares, while 3,509 shares were withheld at $212.25 each to cover tax obligations under the company’s equity plan.

How many Packaging Corp (PKG) shares did Charles J. Carter receive from performance units?

Carter received 8,282 PKG common shares from TSR performance units after the compensation committee certified 200% performance. These units were originally granted on February 22, 2023 and paid out in stock when the performance measure was achieved and certified by the board subcommittee.

Why were 3,509 PKG shares withheld in Charles J. Carter’s Form 4 filing?

The company withheld 3,509 PKG shares at $212.25 per share to satisfy tax obligations on vesting equity awards. This F-code transaction reflects tax-withholding by delivering shares, not an open-market sale, and is required under the Long-Term Equity Incentive Plan’s terms.

What are Carter’s Packaging Corp (PKG) shareholdings after these Form 4 transactions?

After the reported transactions, Carter directly owns 50,621 PKG common shares. He also holds 6,550 shares indirectly through a 401(k) plan. These figures reflect his updated stake following the performance unit payout, dividend share issuance, and associated tax withholding.

What does 200% performance attainment mean for PKG’s TSR performance units in this filing?

The filing states performance for TSR performance units was achieved at 200%, meaning the award paid out at double the target level. This certification by the compensation subcommittee triggered the March 27, 2026 share payout to Carter under the 2023 performance unit grant.

How were accumulated dividends treated in Charles J. Carter’s PKG equity awards?

Accumulated dividends on Carter’s TSR performance units were paid out in stock upon vesting. The Form 4 notes a separate payout of 634 PKG common shares representing dividends accumulated during the performance period, delivered when the performance units vested and paid.