Form 4: PKG President's Equity Award Payout & Tax Withholding

Packaging Corp of America's President, Thomas A. Hassfurther, reported the vesting of performance units at 200% attainment, resulting in share acquisition and subsequent tax-related disposition.

Summary

• Thomas A. Hassfurther, President of Packaging Corp of America (PKG), reported changes in beneficial ownership of common stock.
• On March 27, 2026, 29,778 shares of common stock were acquired due to the attainment of performance measures under TSR performance units awarded on February 22, 2023, with performance certified at 200%.
• An additional 2,279 shares of common stock were acquired on the same date as a payout of accumulated dividends on the vesting performance units.
• To cover withholding tax obligations associated with these equity awards, 12,615 shares of common stock were disposed of at a price of $212.25 per share.
• Following these transactions, Mr. Hassfurther directly owns 231,282 shares of common stock.
• Indirect beneficial ownership includes 12,143 shares by a 401(k) plan, 53,862 shares by a spouse (beneficial ownership disclaimed), and 34,293 shares through an investment entity (beneficial ownership disclaimed except to the extent of pecuniary interest).

Sentiment

Score: 8

Explanation: StockSavvy.ai views this positively as it indicates strong performance against executive compensation targets, reflecting positively on the company's operational achievements and the effectiveness of its long-term incentive plan.

Positives

• Performance measure under TSR performance units was attained at 200%, indicating strong achievement against executive compensation targets.
• The reporting person acquired a significant number of shares (29,778) due to this strong performance, plus an additional 2,279 shares from accumulated dividends.

Negatives

• 12,615 shares were disposed of to cover tax withholding obligations, reducing the direct beneficial ownership.

Future Outlook

The filing does not contain forward-looking statements or guidance, as it reports past transactions related to executive compensation.

Management Comments

• 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.

Industry Context

StockSavvy.ai notes that Form 4 filings detailing executive compensation payouts and subsequent tax-related share dispositions are routine disclosures. They provide transparency into how executive performance targets are met and how compensation structures translate into equity ownership, which is a common practice across publicly traded companies in the packaging and manufacturing sectors.

Stakeholder Impact

• Shareholders: The 200% performance attainment suggests strong company performance, which is generally positive for shareholders. The tax-related share disposition is a standard event and has minimal dilutive impact.
• Employees: Successful executive compensation payouts can signal a healthy company environment and potentially motivate other employees.

Key Dates

Recommendation

The filing details a routine executive compensation event where performance targets were significantly exceeded, leading to share vesting. While the subsequent tax-related sale is standard, the 200% performance attainment is a positive signal regarding the company's operational execution, supporting a 'hold' stance for existing investors as it confirms strong underlying performance.

Keywords

SEC Form 4, insider transaction, equity award, performance units, PKG, Packaging Corp of America, Thomas A. Hassfurther, stock vesting, tax withholding, executive compensation