Packaging Corp of America (PKG) 10-K risk factor changes: FY2025 vs FY2024

For our discussion and analysis of our results of operations, financial condition and cash flows for the year ended December 31, [removed: 2022,] [added: 2023,] the earliest of the years presented in the accompanying audited financial statements included in Item 8 herein, please refer to our Annual Report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] filed with the Securities and Exchange Commission on February [removed: 29, 2024.][added: 27, 2025.]

Such information is presented in Item 7 of such report under the subcaptions “Results of Operations —Year Ended December 31, [removed: 2023,] [added: 2024,] Compared with Year Ended December 31, [removed: 2022”] [added: 2023”] and “Liquidity and Capital Resources” and is incorporated by reference herein.

We operate [removed: eight] [added: ten] mills and [removed: 86] [added: 91] corrugated products manufacturing plants.

Included in this Item 7 are various non-GAAP financial measures, including earnings per diluted share excluding special items, net income excluding special items, earnings before non-operating pension [removed: income (expense),] [added: (expense) income,] interest, income taxes, and depreciation, amortization, and depletion (“EBITDA”), segment EBITDA, EBITDA excluding special items, and segment EBITDA excluding special items.

Net sales were [removed: $8.4] [added: $9.0] billion for the year ended December 31, [removed: 2024] [added: 2025] and [removed: $7.8] [added: $8.4] billion for [removed: 2023.][added: 2024.]

We reported [removed: $805] [added: $774] million of net income, or [removed: $8.93] [added: $8.58] per diluted share, in [removed: 2024,] [added: 2025,] compared to [removed: $765] [added: $805] million, or [removed: $8.48] [added: $8.93] per diluted share, in [removed: 2023.][added: 2024.]

Net income included [removed: $9] [added: $114] million of expense for special items in [removed: 2024,] [added: 2025,] compared to [removed: $19] [added: $9] million of expense for special items in [removed: 2023.][added: 2024.]

[removed: Excluding special items, we recorded $814 million of net income, or $9.04 per diluted share, in 2024, compared to $784 million, or $8.70 per diluted share, in 2023.1] The increase [added: in earnings of the legacy PCA business] was driven primarily by higher [removed: volumes] [added: prices and mix] in our Packaging and Paper segments, and lower [removed: freight and logistic expenses,] [added: fiber costs,] partially offset by [added: higher operating and converting costs,] lower [removed: prices] [added: sales] and [removed: mix] [added: production volumes] in our Packaging and Paper segments, higher [removed: operating] [added: annual outage expense, higher fixed] and [removed: converting costs driven in part by inflation across our cost base,] [added: other expense, higher freight] and [added: logistic expenses, and] higher [removed: annual outage] [added: interest] expense.

PCA ended the year with [removed: $852] [added: $668] million of cash and marketable debt securities and, including borrowing availability under its revolving credit facility, [removed: $1,175] [added: $1,241] million in liquidity.

Packaging segment operating income was [removed: $1,102] [added: $1,125] million in [removed: 2024,] [added: 2025,] compared to [removed: $1,074] [added: $1,102] million for [removed: 2023.][added: 2024.]

Packaging segment EBITDA excluding special items was [removed: $1,598] [added: $1,830] million in [removed: 2024,] [added: 2025,] compared to [removed: $1,556] [added: $1,598] million in [removed: 2023.1] [added: 2024.1] The increase was driven primarily by higher [removed: volumes, and lower freight and logistic expenses, partially offset by lower] containerboard and corrugated products prices and mix, higher [added: volumes as a result of the Greif containerboard business, and lower fiber costs, partially offset by higher] operating and converting [removed: costs and] [added: costs,] higher annual outage [removed: expense.][added: expense, higher fixed and other expense, and higher freight and logistic expenses.]

Our containerboard production was approximately [removed: 294] [added: 305] BSF, and containerboard inventory weeks-of-supply [removed: increased 0.3 weeks from] [added: at the end of 2025 was flat compared to] year end [removed: 2023.][added: 2024.]

We notified customers of a $70 per ton price increase for linerboard and [removed: a $90 per ton price increase for] medium effective [removed: January] [added: March] 1, [removed: 2025.][added: 2026.]

Paper segment operating income was $130 million in [removed: 2024, compared to $119 million] [added: 2025 and] in [removed: 2023.][added: 2024.]

Paper segment EBITDA excluding special items was [removed: $154] [added: $148] million in [removed: 2024,] [added: 2025,] compared to [removed: $151] [added: $154] million in [removed: 2023.1] [added: 2024.1] The [removed: increase] [added: decrease] was due primarily to higher [removed: paper volumes] [added: operating costs] and lower [removed: operating costs,] [added: paper volumes,] partially offset by [removed: lower] [added: higher] prices and mix.

Trade publications reported North American industry-wide corrugated products shipments were [removed: relatively flat] [added: down (1.8%)] in [removed: 2024,] [added: 2025,] compared to [removed: 2023.][added: 2024.]

Reported industry containerboard production [removed: increased 4.7%] [added: decreased (4.5%)] compared to [removed: 2023,] [added: 2024,] and reported industry containerboard inventories at the end of [removed: 2024] [added: 2025] were approximately 2.8 million tons, up [removed: 5.7%] [added: 1.3%] compared to [removed: 2023.][added: 2024.]

Reported containerboard export shipments [removed: increased 15.4%] [added: decreased (11.4%)] compared to [removed: 2023.][added: 2024.]

[removed: Index prices, in] [added: In] February [removed: 2024,] [added: 2025, index prices] increased $40 per ton for linerboard and [removed: $60 per ton] for corrugating [removed: medium, followed by an additional increase in June 2024 of $40 per ton for linerboard and corrugating] medium.

Trade publications reported North American uncoated freesheet paper shipments [removed: increased slightly 0.5%] [added: decreased (9.6%)] in [removed: 2024,] [added: 2025,] compared to [removed: 2023.][added: 2024.]

Average prices reported by a trade publication for cut size office papers were [removed: lower] [added: higher] by [removed: $36] [added: $47] per ton, or [removed: (2.4%),] [added: 3.3%,] in [removed: 2024] [added: 2025] compared to [removed: 2023.][added: 2024.]

[removed: Containerboard production] [added: We] will [removed: be lower] [added: produce less containerboard than the fourth quarter] with two [removed: less] [added: fewer] operating days [removed: and] [added: in the first quarter, a] scheduled maintenance [removed: outages] [added: outage] at our Counce, TN [added: mill] and [removed: Valdosta, GA mills.][added: lower production at the reconfigured Wallula, WA mill.]

In [removed: our] [added: the] Paper segment, we forecast slightly lower volume with two less mill operating days and prices and mix to be [removed: fairly flat.][added: slightly lower.]

With the exception of [removed: recycled] fiber prices, we expect [added: price] inflation across most of our direct, indirect and fixed operating and converting [removed: costs along with a higher cost mix of mill operations.][added: costs.]

In addition, wood, energy, and chemical costs will also increase due to [removed: the unusually cold seasonal weather] [added: winter conditions] negatively [removed: affecting] [added: impacting] usages and yields for these items.

[removed: Lastly, scheduled] [added: Scheduled] outage expenses [removed: should] [added: will] be [removed: slightly] lower and we assume a lower corporate tax rate.

Considering these items, we expect first quarter earnings to be lower than the fourth quarter of [removed: 2024.][added: 2025.]

Year Ended December 31, [removed: 2024,] [added: 2025] Compared with Year Ended December 31, [removed: 2023][added: 2024]

The historical results of operations of PCA for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] are set forth below (dollars in millions):

| | | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | | | Change | | |

| Corporate and other and eliminations | | | [removed: 67.7] [added: 80.0] | | | | [removed: 71.4] [added: 67.7] | | | | [removed: (3.7] [added: 12.3] | [removed: )] |

| Net sales | | $ | [removed: 8,383.3] [added: 8,989.3] | | | $ | [removed: 7,802.4] [added: 8,383.3] | | | $ | [removed: 580.9] [added: 606.0] | |

| Corporate and Other | | | [removed: (129.9] [added: (147.9] | ) | | | [removed: (118.1] [added: (129.9] | ) | | | [removed: (11.8] [added: (18.0] | ) |

| Income from operations | | | [removed: 1,101.3] [added: 1,107.0] | | | | [removed: 1,075.1] [added: 1,101.3] | | | | [removed: 26.2] [added: 5.7] | |

| Non-operating pension [removed: income (expense)] [added: expense (income)] | | | [removed: 4.5] [added: 0.1] | | | | [removed: (7.7] [added: (4.5] | ) | [removed: | | 12.2 | |]

| Interest expense, net | | | [removed: (41.4 | ) | | | (53.3] [added: 79.1] | [removed: )] | | | [removed: 11.9] [added: 41.4] | |

| Income before taxes | | | [removed: 1,064.4] [added: 1,027.8] | | | | [removed: 1,014.1] [added: 1,064.4] | | | | [removed: 50.3] [added: (36.6] | [added: )] |

| Income tax expense | | | [removed: (259.3] [added: (253.7] | ) | | | [removed: (248.9] [added: (259.3] | ) | | | [removed: (10.4] [added: 5.6] | [removed: )] |

| Net income | | $ | [removed: 805.1 | | | $ | 765.2] [added: 774.1] | | | $ | [removed: 39.9] [added: 805.1] | |

| Net income excluding special items (a) | | $ | [removed: 814.5] [added: 888.0] | | | $ | [removed: 784.4] [added: 814.5] | | | $ | [removed: 30.1] [added: 73.5] | |

On September 2, 2025, we completed the acquisition of the containerboard business of Greif, Inc. for $1.8 billion in cash.

The Greif containerboard business includes two containerboard mills with approximately 800,000 tons of production capacity and eight sheet feeder and corrugated plants located across the United States.

The operating results of the Greif Acquisition are included in PCA’s results in the Packaging segment after the date of acquisition.

Excluding special items, we recorded $888 million of net income, or $9.84 per diluted share, in 2025, compared to $814 million, or $9.04 per diluted share, in 2024.1 The increase was driven by improvement in legacy PCA’s earnings by $0.96 per share, partially offset by a loss of ($0.16) per share for the first four months of ownership of the Greif containerboard business.

The results of the acquired business included approximately $44 million of depreciation and amortization expense, $28 million of additional interest expense, and maintenance expense for initial mill outages to make reliability and quality improvements.

The lower increase in operating income as compared to Packaging segment EBITDA excluding special items was primarily due to higher depreciation and amortization expenses recorded in 2025.

Packaging prices and mix reflected our 2025 price increases for containerboard and corrugated products.

Corrugated product shipments were up 6.3% per workday and in total throughout 2025, compared with 2024, with the addition of the acquired Greif business.

Legacy corrugated product shipments were flat compared with 2024.

Paper prices and mix reflected our 2025 price increase for office, printing, and converting papers.

Reported index prices increased $30 per ton for cut size office papers and for offset printing papers in February 2025 and $10 per ton in April 2025.

Looking ahead to the first quarter of 2026, in our Packaging segment, we expect higher per-day volume in our legacy corrugated products plants over last year, reflecting improving demand, though shipment volume is seasonally slower than the fourth quarter and we experienced some disruption in shipments from weather events earlier in the quarter.

Domestic containerboard and corrugated products prices will be higher with an improved corrugated product mix throughout the quarter and we expect to benefit slightly from our previously announced containerboard price increases beginning in March.

Export volume is expected to be slightly higher and prices are expected to be flat to slightly down.

Our cost structure will begin to benefit from the Wallula reconfiguration late in the first quarter.

Freight will be slightly higher and we expect slightly lower depreciation expense.

| Packaging | | $ | 8,293.9 | | | $ | 7,690.9 | | | $ | 603.0 | |

| Paper | | | 615.4 | | | | 624.7 | | | | (9.3 | ) |

| Packaging | | $ | 1,125.3 | | | $ | 1,101.5 | | | $ | 23.8 | |

| Paper | | | 129.6 | | | | 129.7 | | | | (0.1 | ) |

Net sales increased $606 million, or 7.2%, to $8,989 million in 2025, compared to $8,383 million in 2024.

In 2025, export and domestic containerboard outside shipments decreased (7.8%) compared to 2024.

Corrugated products shipments from the legacy PCA business were flat per day and in total, compared to 2024.

Including the acquired business, shipments were up 6.3% per day and in total.

In 2025, our domestic containerboard prices were 5.3% higher, while export prices were 6.2% higher than 2024.

In 2025, gross profit included $70 million of special items expense related to Wallula mill restructuring, the Greif Acquisition, and corrugated facility closures.

| Wallula mill restructuring | | | (87.0 | ) | | | — | |

| Acquisition and integration-related costs | | | (13.3 | ) | | | — | |

Special items in 2025 included $128 million of expense for Wallula mill restructuring, $33 million of expense related to the Greif Acquisition and $10 million of income related to corrugated facility closures.

Special items in 2025 included $128 million of expense for Wallula mill restructuring, $20 million of expense related to the Greif Acquisition and $10 million of income related to corrugated facility closures.

Higher operating costs ($9 million), lower sale sand production volumes ($8 million) higher fiber costs ($2 million), and higher maintenance outage expenses ($1 million), were partially offset by higher prices and mix ($11 million), lower fixed and other costs ($2 million), and lower freight expense ($1 million).

On July 4, 2025, the President signed into law H.R.1, the One Big Beautiful Bill Act (“OBBBA”).

For additional information regarding the impact of the OBBBA, see Note 8, Income Taxes, of the Consolidated Financial Statements included in “Part II, Item 8.

On July 31, 2025, the Company entered into two credit agreements (the “Commercial Credit Agreement” and the “Farm Credit Agreement,” collectively, the “Credit Agreements”).

The Commercial Credit Agreement includes a $500 million three-year unsecured term loan facility and a $600 million unsecured revolving credit facility.

The Farm Credit Agreement includes a $500 million seven-year unsecured term loan facility.

The Credit Agreements were fully drawn upon on September 2, 2025.

Additionally, on August 11, 2025, we issued $500 million of 5.20% senior notes due 2035 through a registered public offering and used the net proceeds received from this issuance, together with the net proceeds from our term loan facilities and cash on hand, to finance the Greif Acquisition.

For more information on the Greif Acquisition financing, see Note 11, Debt, of the Consolidated Financial Statements included in “Part II, Item 8.

For more information on the Greif Acquisition, see Note 5, Acquisitions of the Consolidated Financial Statements included in “Part II, Item 8.

Packaging volumes were up throughout the year, compared to 2023, with record-breaking performance in the third and fourth quarters.

Overall, total corrugated products shipments were up 10.5% for the year.

Containerboard prices published by industry publications increased in the first and second quarter of 2024, after declining late in 2022 and throughout 2023.

In part due to the timing of these changes, our average prices were lower in 2024 than in 2023.

Over the past several years, we made extensive capital investments throughout the packaging segment to improve productivity and efficiencies at our containerboard mills and corrugated products facilities and believe that our success in execution of these capital investments has helped us deliver strong results while minimizing the continued inflationary impact across our cost structure.

We notified customers of a $60 per ton price increase for all office, printing, and converting papers, effective January 13, 2025.

For cut size office papers, index prices decreased $40 per ton in January, followed by increases of $20 per ton in April and May 2024.

For offset printing papers, index prices decreased $20 per ton in January, followed by increases of $20 per ton in April and May 2024.

For the first quarter of 2025, in our Packaging segment, we expect volume in our corrugated products plants to increase and set new first quarter records for total shipments and shipments-per-day.

Domestic prices are expected to be higher with an improved product mix together with our previously announced price increases.

Export prices are assumed to be stable.

First quarter rail rate increases at three of our mills will impact freight and logistics expenses and we expect higher depreciation expense.

| Packaging | | $ | 7,690.9 | | | $ | 7,135.6 | | | $ | 555.3 | |

| Paper | | | 624.7 | | | | 595.4 | | | | 29.3 | |

| Packaging | | $ | 1,101.5 | | | $ | 1,074.3 | | | $ | 27.2 | |

| Paper | | | 129.7 | | | | 118.9 | | | | 10.8 | |

Net sales increased $581 million, or 7.4%, to $8,383 million in 2024, compared to $7,802 million in 2023.

In 2024, our domestic containerboard prices increased 3.7% and export prices decreased (2.2%) compared to 2023.

Our containerboard outside shipments increased 16.1%, and total corrugated products shipments were up 10.5% in total and 10.1% per workday, compared to 2023.

| | | 2024 | | | | 2023 | | |

Special items in 2023 included $14 million of expense related to corrugated facility closure and other costs and $11 million for Jackson mill conversion-related activities.

Special items in 2023 included $14 million of expense for corrugated facility closure and other costs.

The increase, excluding special items, primarily related to higher sales and production volumes ($22 million), lower depreciation expense ($3 million), and lower operating costs ($2 million), partially offset by lower paper prices and mix ($19 million) and higher freight expense ($1 million).

Special items in 2023 included $11 million of expense for Jackson mill conversion-related activities.

On November 30, 2023, we issued $400 million of 5.70% senior notes due 2033 through a registered public offering and invested the net proceeds received from this issuance in time deposits, which are included in marketable debt securities at December 31, 2023.

a net unfavorable change in inventories in 2024 compared to 2023 primarily due to an increase in Packaging segment inventory balances related to higher volume, partially offset by a favorable change in Paper segment inventory balances due to a smaller increase in Paper segment inventory balances in 2024 compared to 2023; and

These unfavorable changes were partially offset by a net favorable change in accrued liabilities in 2024 compared to 2023 primarily related to higher accruals related to pending litigation in 2024 and higher accruals for employee compensation and benefit liabilities in 2024.

| | | $ | 669.7 | | | $ | 469.7 | |

We paid $449 million in dividends on our common stock in both 2024 and 2023.

We did not repurchase any shares of the Company’s common stock in 2024, compared to repurchases of 0.3 million shares for $42 million in 2023.

On November 30, 2023, we issued $400 million of 5.70% senior notes due 2033 through a registered public offering.

The Company paid $4 million of debt issuance costs associated with the new notes, of which $3 million was funded using the net proceeds received from the issuance of new notes and $1 million was funded using cash on hand.

The net proceeds received from the issuance of the new notes were invested in time deposits, which are included in marketable debt securities at December 31, 2023.

On September 15, 2024, we used the net proceeds from this issuance, together with a portion of cash on hand, to repay our outstanding 3.65% senior notes due 2024.

| Natural gas | | | 7.4 | | | | 6.8 | | | | 6.5 | | | | 7.4 | | | | 28.1 | | | $ | 3.54 | |

| Purchased bark | | | 1.8 | | | | 1.8 | | | | 1.8 | | | | 2.0 | | | | 7.4 | | | | 2.31 | |

| Total mills | | | 9.4 | | | | 8.7 | | | | 8.4 | | | | 9.5 | | | | 36.0 | | | $ | 3.34 | |

| Purchased electricity | | | 5.3 | | | | 5.2 | | | | 6.0 | | | | 5.9 | | | | 22.4 | | | $ | 6.32 | |

President Trump’s Executive Order to suspend all federal rulemaking has paused EPA’s review process.

At this time, we cannot predict with certainty how this assessment review will impact our pulp mill MACT compliance efforts or whether we will incur additional costs to comply with any revised standards.

As of December 31, [removed: 2024,] [added: 2025,] we are party to certain physical commodity transactions related to natural gas supply contracts.

At December 31, [removed: 2024,] [added: 2025,] the interest rates on [removed: 100%] [added: approximately 75%] of PCA’s [removed: outstanding] debt are fixed.

A one percent increase in interest rates related to variable-rate debt would have resulted in an increase in interest expense and a corresponding decrease in income before taxes of approximately $10 million annually.

We operate [removed: eight] [added: ten] mills and [removed: 86] [added: 91] corrugated products plants and related facilities.

We are headquartered in Lake Forest, Illinois and operate [removed: primarily] in the United States.

For segment financial information see Note [removed: 18,] [added: 19,] Segment Information, of the Notes to Consolidated Financial Statements in “Part II, Item 8, Financial Statements and Supplementary Data” of this Form 10-K.

| [removed: Containerboard Production (billion square feet)] | | | 2024 | | | | 67.3 | | | | 73.7 | | | | 76.0 | | | | 76.8 | | | | 293.8 | |

| [removed: Corrugated Products Shipments (billion square feet)] | | | 2024 | | | | 16.1 | | | | 16.5 | | | | 17.2 | | | | 17.1 | | | | 66.9 | |

| [removed: UFS Production (thousand tons)] | | | 2024 | | | | 124 | | | | 120 | | | | 127 | | | | 128 | | | | 499 | |

[removed: ][added: ]

During the year ended December 31, [removed: 2024,] [added: 2025,] our Packaging segment produced [removed: 294] [added: 5.2 million tons (305] billion square feet [removed: (BSF)] [added: (BSF))] of containerboard at our mills.

Our corrugated products manufacturing plants sold [removed: 67] [added: 71] BSF of corrugated products.

Total annual containerboard capacity was approximately [removed: 301 BSF] [added: 5.8 million tons (358 BSF)] as of December 31, [removed: 2024.][added: 2025.]

to [removed: 33] [added: 40] lb.

*Wallula.* Our Wallula, Washington mill produces [removed: corrugating medium on its No. 2 machine and] kraft linerboard and corrugating medium on its No. 3 machine.

and linerboard in basis weights from [removed: 31] [added: 26] lb.

to [removed: 52] [added: 40] lb.

As of December 31, [removed: 2024,] [added: 2025,] we produced corrugated and protective packaging products at [removed: 86] [added: 91] facilities, and operated a technical and development center, [removed: seven] [added: six] regional design centers, a rotogravure printing operation, and a complement of packaging supplies and distribution centers.

Of the [removed: 86] [added: 91] manufacturing facilities, [removed: 58] [added: 56] are combining operations, commonly called corrugated plants, which manufacture corrugated sheets and finished corrugated packaging products, [removed: 27] [added: 28] are sheet plants, which procure combined sheets and manufacture finished corrugated packaging products, and [removed: one is a] [added: seven are] corrugated sheet-only [removed: manufacturer.][added: manufacturers.]

All of our [removed: mills] [added: mills, other than the Massillon mill and the Wallula mill,] can utilize virgin wood fiber and all of our mills, other than the Valdosta mill, can utilize some recycled fiber in their containerboard production.

In [removed: 2024,] [added: 2025,] our usage of recycled fiber, net of internal generation, represents [removed: 21%] [added: 22%] of our containerboard [removed: production.][added: production, which is expected to increase in 2026 and future periods.]

In [removed: 2024,] [added: 2025,] our packaging mills consumed about 89 million MMBTUs of fuel to produce both steam and electricity.

Of the 89 million MMBTUs consumed, about [removed: 63%] [added: 62%] was from mill-generated biogenic fuels that are by-products of our containerboard manufacturing and pulping process and [removed: 37%] [added: 38%] was from purchased fuels.

Of the purchased fuels, 76% was from natural gas, [removed: 22%] [added: 23%] was from purchased wood waste and [removed: 2%] [added: 1%] was from other purchased fuels.

We sell containerboard and corrugated products to approximately [removed: 13,000] [added: 12,000] customers in approximately [removed: 29,000] [added: 27,000] locations.

The primary end-use markets in the United States for corrugated products are shown below as reported in the [removed: 2023] [added: 2024] Fibre Box Association annual report:

| Food, beverages, and agricultural products | | | [removed: 43] [added: 40] | % |

| Paper and other products | | | [removed: 9] [added: 10] | % |

| Miscellaneous manufacturing | | | [removed: 8] [added: 10] | % |

As of December 31, [removed: 2024,] [added: 2025,] we were the third largest producer of containerboard products in North America, according to industry sources and our own estimates.

According to industry sources, corrugated products are produced by about [removed: 380] [added: 370] U.S. companies operating approximately [removed: 1,100] [added: 1,080] plants.

On a national level, our primary competitors are International Paper, Smurfit WestRock, [removed: and] Georgia-Pacific [removed: LLC.][added: LLC, and Pratt Industries.]

In [removed: 2024,] [added: 2025,] our paper mill consumed about [removed: 12] [added: 11] million MMBTUs of fuel to produce both steam and electricity.

Of the [removed: 12] [added: 11] million MMBTUs consumed, about 74% was from mill-generated biogenic fuels that are by-products of the manufacturing and pulping process and 26% was from purchased natural gas.

We ship to customers both directly from our [removed: mills] [added: mill] and through distribution centers and a network of outside warehouses by rail or truck.

We have about 50 customers in approximately [removed: 200] [added: 180] locations.

Effective [removed: January] [added: March] 1, [removed: 2024,] [added: 2025,] we have amended the agreement with ODP in which we will continue to supply commodity and non-commodity office papers through December 31, [removed: 2025.][added: 2026.]

If the agreement is not renewed by the parties, ODP's obligation to purchase paper would phase down over a two-year period beginning January 1, [removed: 2026.][added: 2027.]

In [removed: 2024,] [added: 2025,] our sales revenue to ODP represented 58% of our Paper segment sales revenue and 4% of our consolidated sales revenue.

As of December 31, [removed: 2024,] [added: 2025,] we had approximately [removed: 15,400] [added: 16,800] employees, including [removed: 4,300] [added: 4,600] salaried and [removed: 11,100] [added: 12,200] hourly employees.

Approximately [removed: 60%] [added: 57%] of our hourly employees worked pursuant to collective bargaining agreements.

During [removed: 2024,] [added: 2025,] we experienced no work stoppages, and we believe we have satisfactory labor relations with our employees.

Brief statements setting forth the age at February [removed: 27, 2025,] [added: 26, 2026,] the principal occupation, employment during the past five years, the year in which such person first became an officer of PCA, and other information concerning each of our executive officers appears below.

On September 2, 2025, we completed the acquisition of the containerboard business of Greif, Inc. (“Greif” or “Greif Acquisition”) for $1.8 billion in cash.

The Greif containerboard business includes two containerboard mills with approximately 800,000 tons of production capacity and eight sheet feeder and corrugated plants located across the United States.

The operating results of Greif Acquisition are included in PCA’s results in the Packaging segment after the date of acquisition.

| Containerboard Production (billion square feet) | | | 2025 | | | | 72.5 | | | | 69.2 | | | | 77.4 | | | | 85.8 | | | | 304.9 | |

| Containerboard Production (thousand tons) | | | 2025 | | | | 1,250 | | | | 1,195 | | | | 1,302 | | | | 1,407 | | | | 5,154 | |

| | | | 2024 | | | | 1,162 | | | | 1,281 | | | | 1,293 | | | | 1,310 | | | | 5,046 | |

| | | | 2023 | | | | 1,086 | | | | 1,112 | | | | 1,118 | | | | 1,213 | | | | 4,529 | |

| Corrugated Products Shipments (billion square feet) | | | 2025 | | | | 16.4 | | | | 16.5 | | | | 18.1 | | | | 20.1 | | | | 71.1 | |

| UFS Production (thousand tons) | | | 2025 | | | | 124 | | | | 115 | | | | 124 | | | | 121 | | | | 484 | |

*Massillon.* We acquired the Massillon, Ohio mill with the Greif acquisition.

The mill produces recycled corrugating medium on two machines.

The mill can produce basis weights from 20 lb.

*Riverville.* We acquired the Riverville, Virginia mill with the Greif acquisition.

The mill produces corrugating medium on its No. 1 machine and corrugating medium and kraft linerboard and on its No. 2 machine.

to 42 lb.

The mill can produce basis weights from 23 lb.

to 26 lb.

During the fourth quarter of 2025, the Company announced that it will permanently shut down the No. 2 paper machine and kraft pulping facilities at the Wallula mill.

These activities were completed during the first quarter of 2026.

The Company continues to operate the No. 3 paper machine and recycled pulping facilities at the mill.

He previously served as General Counsel and Corporate Secretary from May 2007 to April 2025.

Due to the Greif Acquisition and the restructuring of the Wallula mill, recycled fiber will be a higher proportion of our fiber mix in the future.

Effective March 1, 2025, we have amended the agreement with ODP in which we will continue to supply commodity and non-commodity office papers through December 31, 2026.

If the agreement is not renewed by the parties, ODP’s obligation to purchase paper would phase down over a two-year period beginning January 1, 2027.

The expectations of these stakeholders continues to evolve and there can be no guarantee that our approach will align with the preferences of any particular stakeholder.

Both mandatory and voluntary ESG reporting requirements are also evolving and may not be uniform nor evenly interpreted, ESG information is often reliant on third-party information and ESG scoring service providers use differing methodologies which may impact how stakeholders perceive, justifiably or not, how we are performing.

Acquisition Integration – The business may underperform relative to our expectations, and we may not be able to successfully integrate the business into our existing business. On September 2, 2025, we completed the acquisition of the containerboard business of Greif, Inc. The business may underperform relative to our expectations, which may cause our financial results to differ from our own or the investment community’s expectations.

We are in the early stages of integrating the acquired business into our business, and are expending considerable time and resources on the integration.

There may be substantial difficulties, costs and delays involved in this integration and the integration process could result in the diversion of our management’s attention from our existing business.

We are relying on the Seller to provide transition services to us for key functions of the acquired business, including accounting, information technology systems and support, purchasing and other services.

We will be required to implement our own systems at the acquired business to perform these functions and exit the transition services agreement during the next year.

We may experience delays or higher than expected costs in connection with these activities.

We may face challenges in running the acquired business and achieving expected benefits from the acquisition if we experience difficulties in the implementation of our systems.

If the Greif containerboard business underperforms relative to our expectations, or if we fail to successfully integrate the business or experience difficulties in implementing our systems into the acquired business, it may have a material adverse effect on our business, financial condition and results of operations.

Our indebtedness includes $1.0 billion with floating interest rates.

An increase in interest rates will increase the amount we must pay to service our indebtedness.

| | | | 2022 | | | | 70.9 | | | | 71.8 | | | | 64.9 | | | | 55.8 | | | | 263.4 | |

| | | | 2022 | | | | 16.8 | | | | 16.5 | | | | 15.4 | | | | 14.7 | | | | 63.4 | |

| | | | 2022 | | | | 126 | | | | 127 | | | | 123 | | | | 130 | | | | 506 | |

We converted the mill from production of UFS to production of containerboard in 2021 and completed work to optimize the mill for containerboard production in 2024.

We publicly disclose in our annual responsibility report our employee demographics in the form of our annual EEO-1 report.

Our responsibility report is available on our website and is not intended to be incorporated by reference herein.

Robert P.

He previously served as Senior Vice President and Chief Financial Officer of Verso Corporation, a leading North American supplier of coated papers to catalog and magazine publishers, from 2006 to June 2015.

Verso Corporation filed for Chapter 11 bankruptcy in January 2016.

Prior to that, he worked at International Paper from 1983 to 2006, where he was Director of Finance of the Coated and Supercalendered Papers division from 2002 to 2006, Director of Finance Projects from 2001 to 2002, Controller of Masonite Corporation from 1999 to 2001, and Controller of the Petroleum and Minerals business from 1996 to 1999.

He served in various business positions at International Paper from 1983 to 1996.

Pflederer, 54, Senior Vice President, General Counsel and Secretary - Mr. Pflederer has served as Senior Vice President, General Counsel and Corporate Secretary since January 2013 and has led our legal department since June 2007.

As a result, we anticipate a continued interest in reporting on ESG metrics, more prescriptive reporting requirements with respect to ESG metrics, and expectations that companies establish goals and commitments regarding ESG metrics and take actions to achieve those goals and commitments.

All debt is comprised of fixed-rate senior notes.

Information concerning legal proceedings can be found in Note [removed: 19,] [added: 20,] Commitments, Guarantees, Indemnifications, and Legal Proceedings, of the Notes to Consolidated Financial Statements in “Part II, Item 8.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

At June 30, [removed: 2024,] [added: 2025,] the last day of the Registrant's most recently completed second fiscal quarter, the aggregate market value of Registrant’s common equity held by non-affiliates was approximately [removed: $16,124,636,098] [added: $16,692,388,603] based upon the closing sale price as reported on the New York Stock Exchange.

On February [removed: 21, 2025,] [added: 20, 2026,] there were [removed: 89,801,225] [added: 89,213,394] shares of Common Stock outstanding.

Specified portions of the Proxy Statement for the Registrant’s [removed: 2025] [added: 2026] Annual Meeting of Stockholders are incorporated by reference to the extent indicated in Part III of this Form 10-K.

| Item 6. | [Selected Financial Data](#item_6_selected_financial_data) | [removed: 18] [added: 19] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item_7_managements_discussion_analysis_f) | [removed: 19] [added: 20] |

| | [Overview](#overview) | [removed: 19] [added: 20] |

| | [Executive Summary](#executive_summary) | [removed: 19] [added: 20] |

| | [Industry and Business Conditions](#industry_business_conditions) | [removed: 20] [added: 21] |

| | [Results of Operations](#results_operations) | [removed: 21] [added: 22] |

| | [Liquidity and Capital Resources](#liquidity_capital_resources) | [removed: 23] [added: 24] |

| | [Commitments](#commitments) | [removed: 24] [added: 26] |

| | [Off-Balance Sheet Arrangements](#off_balance_sheet_arrangements) | [removed: 25] [added: 26] |

| | [Inflation and Other General Cost Increases](#inflation_or_general_cost_increases) | [removed: 25] [added: 26] |

| | [Regulatory and Environmental Matters](#environmental_matters) | [removed: 25] [added: 27] |

| | [Critical Accounting Policies and Estimates](#critical_accounting_policies_estimates) | [removed: 27] [added: 29] |

| | [New and Recently Adopted Accounting Standards](#new_recently_adopted_accounting_stards) | [removed: 28] [added: 30] |

| | [Non-GAAP Financial Measures](#reconciliations_nongaap_financial_measur) | [removed: 29] [added: 31] |

| Item 7A. | [Quantitative and Qualitative Disclosures About Market Risk](#item_7a_quantitative_and_qualitative) | [removed: 30] [added: 33] |

| Item 8. | [Financial Statements and Supplementary Data](#item_8_financial_statements_supplementar) | [removed: 31] [added: 34] |

| Item 9. | [Changes In and Disagreements With Accountants on Accounting and Financial Disclosure](#item_9_changes_in_disagreements_with_acc) | [removed: 69] [added: 76] |

| Item 9A. | [Controls and Procedures](#item_9a_controls_procedures) | [removed: 69] [added: 76] |

| Item 9B. | [Other Information](#item_9b_or_information) | [removed: 69] [added: 77] |

| Item 9C. | [Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](#item_9c_foreign_jurisdictions) | [removed: 69] [added: 77] |

| Item 10. | [Directors, Executive Officers, and Corporate Governance](#item_10_directors_executive_ficers_corpo) | [removed: 70] [added: 78] |

| Item 11. | [Executive Compensation](#item_11_executive_compensation) | [removed: 70] [added: 78] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12_security_ownership_certain_benef) | [removed: 70] [added: 78] |

| Item 13. | [Certain Relationships and Related Transactions, and Director Independence](#item_13_certain_relationships_related_tr) | [removed: 71] [added: 79] |

| Item 14. | [Principal Accounting Fees and Services](#item_14_principal_accounting_fees_servic) | [removed: 71] [added: 79] |

| Item 15. | [Exhibits, Financial Statement Schedules](#item_15_exhibits_financial_statement_sch) | [removed: 72] [added: 80] |

| | [Signatures](#signatures) | [removed: 75] [added: 84] |

While we have experienced threats to our data and systems, as of December 31, [removed: 2024,] [added: 2025,] we are not aware of any cybersecurity incidents that have materially impacted, or are reasonably likely to materially impact, our operations or financial condition.

As of December 31, [removed: 2024,] [added: 2025,] we own buildings and land for our [removed: eight] [added: ten] mills.

Additionally, we have [removed: 86] [added: 91] corrugated manufacturing operations, of which the buildings and land for [removed: 53] [added: 56] are owned, including [removed: 45] [added: 44] combining operations, or corrugated plants, [removed: one] [added: five] corrugated sheet-only [removed: manufacturer,] [added: manufacturers,] and seven sheet plants.

We lease the buildings for [removed: 13] [added: 12] corrugated [removed: plants] [added: plants, two corrugated sheet-only manufacturers,] and [removed: 20] [added: 21] sheet plants.

On February [removed: 21, 2025,] [added: 20, 2026,] there were [removed: 151] [added: 146] holders of record of our common stock.

At December 31, [removed: 2024, $436.0] [added: 2025, $283.1] million of the authorized amount remained available for repurchase of the Company’s common stock.

During the [removed: third and] fourth [removed: quarters] [added: quarter] of [removed: 2022,] [added: 2025,] we paid [removed: $522.6] [added: $153.0] million, including fees, to repurchase [removed: 4.0] [added: 0.8] million shares of common stock.

We withheld [removed: 142,552] [added: 118,675] shares in [removed: 2024] [added: 2025] to cover [removed: $25.7] [added: $23.6] million in employee tax liabilities, [removed: 120,534] [added: 142,552] shares in [removed: 2023] [added: 2024] to cover [removed: $15.7] [added: $25.7] million in employee tax liabilities, and [removed: 110,827] [added: 120,534] shares in [removed: 2022] [added: 2023] to cover [removed: $15.4] [added: $15.7] million in employee tax liabilities.

The following table presents information related to our repurchases of common stock made under repurchase plans authorized by PCA’s Board of Directors, and shares withheld to cover taxes on vesting of equity awards, during the three months ended December 31, [removed: 2024:][added: 2025:]

| Period | | Total Number of Shares Purchased (a) | | | | Average Price Paid Per [removed: Share] [added: Share (b)] | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (in millions) | | |

[removed: All] [added: Includes 1,121] shares [removed: were] withheld from employees to cover income and payroll taxes on equity awards that vested during the period.

The graph below compares PCA’s cumulative 5-year total shareholder return on common stock with the cumulative total returns of the S&P 500 [removed: index and] [added: index,] the S&P Midcap 400 [removed: index.][added: index and a customized peer group of two companies that includes: International Paper and Smurfit Westrock.]

The graph tracks the performance of a $100 investment (including the reinvestment of all dividends) in our common stock and in each index from December 31, [removed: 2019] [added: 2020] through December 31, [removed: 2024.][added: 2025.]

[removed: ][added: ]

| | | [removed: 2019 | | | |] 2020 | | | | 2021 | | | | 2022 | | | | 2023 | | | | 2024 | | | [added: | 2025 | | |]

| October 1-31, 2025 | | | — | | | $ | — | | | | — | | | $ | 436.0 | |

| November 1-30, 2025 | | | 195 | | | | 201.22 | | | | — | | | | 436.0 | |

| December 1-31, 2025 | | | 761,674 | | | | 201.04 | | | | 760,748 | | | | 283.1 | |

| Total | | | 761,869 | | | $ | 201.04 | | | | 760,748 | | | $ | 283.1 | |

(b)

Excludes commissions.

| Packaging Corporation of America | | $ | 100.00 | | | $ | 101.61 | | | $ | 98.93 | | | $ | 130.46 | | | $ | 184.84 | | | $ | 173.59 | |

| S&P 500 | | | 100.00 | | | | 128.71 | | | | 105.40 | | | | 133.10 | | | | 166.40 | | | | 196.16 | |

| S&P Midcap 400 | | | 100.00 | | | | 124.76 | | | | 108.47 | | | | 126.29 | | | | 143.88 | | | | 154.68 | |

| Peer Group | | | 100.00 | | | | 103.66 | | | | 79.72 | | | | 87.83 | | | | 136.29 | | | | 102.63 | |

| October 1-31, 2024 | | | 2,119 | | | $ | 212.90 | | | | — | | | $ | 436.0 | |

| November 1-30, 2024 | | | — | | | | — | | | | — | | | | 436.0 | |

| December 1-31, 2024 | | | 2,146 | | | | 224.62 | | | | — | | | | 436.0 | |

| Total | | | 4,265 | | | $ | 218.79 | | | | — | | | $ | 436.0 | |

| Packaging Corporation of America | | $ | 100.00 | | | $ | 127.27 | | | $ | 129.32 | | | $ | 125.90 | | | $ | 166.04 | | | $ | 235.24 | |

| S&P 500 | | | 100.00 | | | | 118.40 | | | | 152.39 | | | | 124.79 | | | | 157.59 | | | | 197.02 | |

| S&P Midcap 400 | | | 100.00 | | | | 113.66 | | | | 141.80 | | | | 123.28 | | | | 143.54 | | | | 163.54 | |

| [Reports of Independent Registered Public Accounting Firm (KPMG LLP, Chicago, IL, Auditor Firm ID: 185)](#report_independent_registered_public_acc) | [removed: 32] [added: 35] |

| [Consolidated Statements of Income and Comprehensive Income for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#consolidated_statements_income_comprehen)] [added: 2023](#consolidated_statements_income_comprehen)] | [removed: 34] [added: 38] |

| [Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023](#consolidated_balance_sheets)] [added: 2024](#consolidated_balance_sheets)] | [removed: 35] [added: 39] |

| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#consolidated_statements_cash_flows)] [added: 2023](#consolidated_statements_cash_flows)] | [removed: 36] [added: 40] |

| [Consolidated Statement of Changes in Stockholders’ Equity for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#consolidated_statements_changes_in_stock)] [added: 2023](#consolidated_statements_changes_in_stock)] | [removed: 37] [added: 41] |

| [Notes to Consolidated Financial Statements](#notes_to_consolidated_financial_statemen) | [removed: 38] [added: 42] |

We have audited the accompanying consolidated balance sheets of Packaging Corporation of America and subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income and comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: *Internal] [added: Internal] Control – Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] based on criteria established in [removed: *Internal] [added: Internal] Control – Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

*Critical Audit [removed: Matter*][added: Matters*]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of [removed: a] critical audit [removed: matter] [added: matters] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

As discussed in Notes 2 and [removed: 12] [added: 13] to the consolidated financial statements, the Company’s estimated pension benefit obligation totaled [removed: $1,119] [added: $1,145] million as of December 31, [removed: 2024.][added: 2025.]

the pattern of cash flows, including consideration of the plan type and plan provisions; [removed: and]

| | | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | |

| Net sales | | $ | [removed: 8,383.3] [added: 8,989.3] | | | $ | [removed: 7,802.4] [added: 8,383.3] | | | $ | [removed: 8,478.0] [added: 7,802.4] | |

| Cost of sales | | | [removed: (6,600.2] [added: (7,099.7] | ) | | | [removed: (6,103.5] [added: (6,600.2] | ) | | | [removed: (6,387.4] [added: (6,103.5] | ) |

| Gross profit | | | [removed: 1,783.1] [added: 1,889.6] | | | | [removed: 1,698.9] [added: 1,783.1] | | | | [removed: 2,090.6] [added: 1,698.9] | |

| Selling, general and administrative expenses | | | [removed: (610.3] [added: (634.2] | ) | | | [removed: (580.9] [added: (610.3] | ) | | | [removed: (608.6] [added: (580.9] | ) |

| Other expense, net | | | [removed: (71.5] [added: (148.4] | ) | | | [removed: (42.9] [added: (71.5] | ) | | | [removed: (61.3] [added: (42.9] | ) |

| Income from operations | | | [removed: 1,101.3] [added: 1,107.0] | | | | [removed: 1,075.1] [added: 1,101.3] | | | | [removed: 1,420.7] [added: 1,075.1] | |

| Non-operating pension [removed: income] (expense) [added: income] | | | [removed: 4.5] [added: (0.1] | [added: )] | | | [removed: (7.7] [added: 4.5] | [removed: )] | | | [removed: 14.5] [added: (7.7] | [added: )] |

| Interest expense, net | | | [removed: (41.4] [added: (79.1] | ) | | | [removed: (53.3] [added: (41.4] | ) | | | [removed: (70.4] [added: (53.3] | ) |

| Income before taxes | | | [removed: 1,064.4] [added: 1,027.8] | | | | [removed: 1,014.1] [added: 1,064.4] | | | | [removed: 1,364.8] [added: 1,014.1] | |

| Provision for income taxes | | | [removed: (259.3] [added: (253.7] | ) | | | [removed: (248.9] [added: (259.3] | ) | | | [removed: (335.0] [added: (248.9] | ) |

| Net income | | $ | [removed: 805.1] [added: 774.1] | | | $ | [removed: 765.2] [added: 805.1] | | | $ | [removed: 1,029.8] [added: 765.2] | |

| Basic | | $ | [removed: 8.97] [added: 8.61] | | | $ | [removed: 8.52] [added: 8.97] | | | $ | [removed: 11.08] [added: 8.52] | |

| Diluted | | $ | [removed: 8.93] [added: 8.58] | | | $ | [removed: 8.48] [added: 8.93] | | | $ | [removed: 11.03] [added: 8.48] | |

| Dividends declared per common share | | $ | 5.00 | | | $ | 5.00 | | | $ | [removed: 4.75] [added: 5.00] | |

| Foreign currency translation adjustment | | $ | — | | | $ | [removed: 0.1] [added: —] | | | $ | [removed: —] [added: 0.1] | |

| Changes in unrealized gains [removed: (losses)] on marketable debt securities, net of tax of [removed: ($0.1)] [added: $0.0] million, [removed: ($0.6)] [added: ($0.1)] million, and [removed: $0.5] [added: ($0.6)] million for [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] respectively | | | [removed: 0.3] [added: 0.1] | | | | [removed: 1.8] [added: 0.3] | | | | [removed: (1.7] [added: 1.8] | [removed: )] |

| Amortization of pension and postretirement plans actuarial loss and prior service cost, net of tax of [removed: ($1.4)] [added: ($1.3)] million, [removed: ($2.1)] [added: ($1.4)] million, and [removed: ($1.5)] [added: ($2.1)] million for [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] respectively | | | [removed: 4.1] [added: 3.8] | | | | [removed: 6.4] [added: 4.1] | | | | [removed: 4.7] [added: 6.4] | |

| Changes in unfunded employee benefit obligations, net of tax of [removed: ($7.6)] [added: $0.7] million, [removed: ($7.8)] [added: ($7.6)] million, and [removed: $10.1] [added: ($7.8)] million for [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] respectively | | | [removed: 23.1] [added: (2.1] | [added: )] | | | [removed: 23.2] [added: 23.1] | | | | [removed: (30.2] [added: 23.2] | [removed: )] |

| Other comprehensive income | | | [removed: 27.5] [added: 1.8] | | | | [removed: 31.5] [added: 27.5] | | | | [removed: (27.2] [added: 31.5] | [removed: )] |

| Comprehensive income | | $ | [removed: 832.6] [added: 775.9] | | | $ | [removed: 796.7] [added: 832.6] | | | $ | [removed: 1,002.6] [added: 796.7] | |

| | | [added: 2025 | | | |] 2024 | | | | 2023 | | |

| Cash and cash equivalents | | $ | [removed: 685.0] [added: 529.0] | | | $ | [removed: 648.0] [added: 685.0] | |

| Accounts receivable, net of allowance for credit losses and customer deductions of [removed: $20.6] [added: $17.0] million and [removed: $13.1] [added: $20.6] million as of December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] respectively | | | [removed: 1,144.0] [added: 1,255.8] | | | | [removed: 1,033.2] [added: 1,144.0] | |

| Inventories | | | [removed: 1,124.9] [added: 1,243.2] | | | | [removed: 1,013.1] [added: 1,124.9] | |

The Company acquired the containerboard business of Greif, Inc. during 2025, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, the containerboard business of Greif, Inc.’s internal control over financial reporting associated with approximately 18% of the Company’s consolidated total assets and approximately 4% of the Company’s consolidated net sales included in the consolidated financial statements of the Company as of and for the year ended December 31, 2025.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of the containerboard business of Greif, Inc.

*Fair value of acquired customer relationships intangible asset*

As discussed in Note 5 to the consolidated financial statements, the Company acquired the containerboard business of Greif, Inc. on September 2, 2025, for a total purchase consideration of $1.8 billion.

In connection with the acquisition, the Company recorded intangible assets with an acquisition-date fair value of $460.0 million as of December 31, 2025, of which $420.0 million related to customer relationships.

Management estimated the fair value of the customer relationships intangible asset using the income approach.

We identified the evaluation of the acquisition-date fair value of the customer relationships intangible asset as a critical audit matter.

Subjective auditor judgment was required to evaluate certain assumptions used to determine the fair value of the customer relationships intangible asset, including the forecasted revenues, forecasted earnings before interest, tax, depreciation and amortization (EBITDA) margins, and discount rate because of limited observable market information.

Changes to those assumptions could have had a significant effect on the determination of the fair value of the customer relationships intangible asset.

In addition, involvement of professionals with specialized skills and knowledge was required to evaluate the discount rate.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s acquisition-date valuation process, including controls over the development of the assumptions as described above.

We evaluated the Company’s forecasted revenues and forecasted EBITDA margins by comparing them to the Company’s historical results, actual results subsequent to the acquisition date, and available industry reports.

In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the discount rate by comparing it to a discount rate range that was independently developed using publicly available market data for peer entities.

| | February 26, 2026 |

| Net income | | $ | 774.1 | | | $ | 805.1 | | | $ | 765.2 | |

| | | 2025 | | | | 2024 | | |

| Short-term marketable debt securities | | | 71.8 | | | | 102.0 | |

| Net income | | $ | 774.1 | | | $ | 805.1 | | | $ | 765.2 | |

| Acquisition of business, net of cash acquired | | | (1,804.3 | ) | | | — | | | | — | |

| Common stock repurchases and retirements | | | (761 | ) | | | — | | | | (7.4 | ) | | | (145.6 | ) | | | — | | | | | (153.0 | ) |

| Share-based compensation and other | | | 291 | | | | — | | | | 46.5 | | | | 0.1 | | | | — | | | | | 46.6 | |

| Comprehensive income | | | — | | | | — | | | | — | | | | 774.1 | | | | 1.8 | | | | | 775.9 | |

| Balance at December 31, 2025 | | | 89,214 | | | $ | 0.9 | | | $ | 707.7 | | | $ | 3,931.0 | | | $ | (41.6 | ) | | | $ | 4,598.0 | |

On September 2, 2025, we completed the acquisition of the containerboard business of Greif, Inc. for $1.8 billion in cash.

The Greif containerboard business includes two containerboard mills with approximately 800,000 tons of production capacity and eight sheet feeder and corrugated plants located across the United States.

The operating results of the Greif Acquisition are included in PCA’s results after the date of acquisition.

On December 3, 2025, the Company approved and announced that it will permanently shut down the No. 2 paper machine and kraft pulping facilities at its Wallula, Washington containerboard mill.

The Company will continue to operate the No. 3 paper machine and recycled pulping facilities at the mill.

These actions, completed earlier in the first quarter of 2026, are estimated to result in approximately $205 million of pre-tax restructuring charges.

In the fourth quarter of 2025, we recorded $128.0 million of expenses associated with this shut down, which included non-cash impairment and accelerated depreciation charges, charges for contract termination, severance, and other costs.

These expenses were recorded in “Cost of sales” and “Other expense, net” in the Consolidated Statements of Income.

At December 31, 2025, we had no cash held by operations outside the United States, and at December 31, 2024, such amounts were insignificant.

| | | 2025 | | | | 2024 | | |

| | | 2025 | | | | 2024 | | |

In 2025, we recognized incremental depreciation expense of $49.1 million related to the announced discontinuation of the No. 2 paper machine and kraft pulping facilities at the Wallula, Washington mill and closures of corrugated products facilities.

Business Combinations

The Company accounts for acquisitions under ASC 805, *Business Combinations*, ASU 2021-08, *Business Combinations* (Topic 805): *Accounting for Contract Assets and Contract Liabilities from Contracts with Customers*, and ASU 2017-01 (Topic 805): *Clarifying the Definition of a Business*.

ASU 2021-08 requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, *Revenue from Contracts with Customers*.

ASU 2017-01 provides additional guidance to assist entities with evaluating whether transfers of assets and activities should be accounted for as acquisitions of assets or businesses.

| | February 27, 2025 |

| Short-term marketable debt securities ($102.0 million and $93.5 million measured at fair value as of December 31, 2024 and December 31, 2023, respectively) | | | 102.0 | | | | 493.5 | |

| Current maturities of long-term debt | | $ | — | | | $ | 399.6 | |

| Balance at January 1, 2022 | | | 93,539 | | | | 0.9 | | | | 579.4 | | | | 3,102.1 | | | | (75.2 | ) | | | | 3,607.2 | |

| Common stock repurchases and retirements | | | (4,035 | ) | | | — | | | | (33.5 | ) | | | (489.1 | ) | | | — | | | | | (522.6 | ) |

| Share-based compensation and other | | | 302 | | | | — | | | | 36.8 | | | | (0.3 | ) | | | — | | | | | 36.5 | |

| Comprehensive income | | | — | | | | — | | | | — | | | | 1,029.8 | | | | (27.2 | ) | | | | 1,002.6 | |

At December 31, 2024 and 2023, we had $0.7 million and $2.1 million, respectively, of cash at our operations outside the United States.

Short-term investments classified as held-to-maturity (HTM) are financial instruments that the Company has the intent and ability to hold to maturity.

The Company reports its AFS marketable debt securities at fair value and held-to-maturity investments at amortized cost, which approximates fair value.

At December 31, 2023, deferred debt issuance costs were $19.9 million, of which $0.3 million was recorded in “Current maturities of long-term debt” and $19.6 million was recorded in “Long-term debt” on our Consolidated Balance Sheets.

Effective January 1, 2024, we adopted ASU 2023-07, *Segment Reporting* (Topic 280): *Improvements to Reportable Segment Disclosures*.

This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The new guidance is required to be applied retrospectively.

Early adoption is permitted.

The Company is currently assessing the impact of the disclosure requirements on its consolidated financial statements.

This ASU is effective for fiscal years beginning after December 15, 2024 on a prospective basis.

| 2025 | | $ | 91.4 | | | $ | 2.7 | |

| 2026 | | | 74.5 | | | | 2.7 | |

| 2027 | | | 53.6 | | | | 2.7 | |

| 2028 | | | 32.6 | | | | 1.8 | |

| 2029 | | | 19.5 | | | | — | |

| Thereafter | | | 52.1 | | | | — | |

On April 24, 2024, a jury for the remaining DeRidder mill lawsuit that was tried in the U.S. District Court for the Middle District of Louisiana awarded plaintiffs compensatory damages plus interest.

During the fourth quarter of 2024, the Company, certain of its insurers, and the plaintiffs agreed to settle the matter for $59.2 million.

A description of the settlement is included in Note 19, Commitments, Guarantees, Indemnifications, and Legal Proceedings for additional detail.

The remaining balance relates to other settlement amounts that are fully insured.

| Foreign | | | — | | | | — | | | | (0.2 | ) |

| State and local taxes, net of federal benefit | | | 39.8 | | | | 38.6 | | | | 51.6 | |

| Other | | | (4.0 | ) | | | (2.7 | ) | | | (3.2 | ) |

| Total | | $ | 259.3 | | | $ | 248.9 | | | $ | 335.0 | |

| Total | | $ | 12.8 | | | $ | 0.2 | | | $ | — | | | $ | 13.0 | |

PCA does not expect the unrecognized tax benefits to change significantly over the next 12 months.

| Other | | | 1.9 | | | | 4.4 | | | | 4.4 | | | | 2.9 | | | | 4.4 | | | | 4.3 | |

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total | | | 2,492.2 | | | | 2,891.7 | | |

| Less current portion (a) | | | — | | | | 399.6 | | |

As of December 31, 2024, there are no unamortized debt issuance costs associated with the current portion of long-term debt, as the 2024 senior notes due September 2024 were repaid on September 15, 2024.

As of December 31, 2023, the current portion of long-term debt excludes unamortized debt issuance costs of $0.3 million.

Prior to filing this report, PCA completed an evaluation under the supervision and with the participation of PCA’s management, including PCA’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of PCA’s disclosure controls and procedures as of December 31, [removed: 2024.][added: 2025.]

Based on this evaluation, PCA’s Chief Executive Officer and Chief Financial Officer concluded that PCA’s disclosure controls and procedures were effective at the reasonable assurance level as of December 31, [removed: 2024.][added: 2025.]

[removed: During] [added: Except as may relate to] the [removed: quarter ended December 31, 2024,] [added: integration of the Greif acquisition,] there were no [added: other] changes [removed: to] [added: in our] internal [removed: controls] [added: control] over financial reporting [added: (as defined in Rule 13a-15(f) under the Exchange Act)] that [added: occurred during the most recent fiscal quarter ended December 31, 2025 that] have materially affected, or are reasonably likely to materially affect, [removed: PCA’s] [added: our] internal control over financial reporting.

PCA’s management, under the supervision of and with the participation of the Chief Executive Officer and Chief Financial Officer, assessed the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment, PCA’s management concluded that its internal control over financial reporting was effective as of December 31, [removed: 2024] [added: 2025] based on the specified criteria.

Changes in Internal Control over Financial Reporting

On September 2, 2025, we completed the acquisition of the containerboard business of Greif, Inc. We are currently in the process of evaluating and integrating Greif’s controls over financial reporting which may result in changes or additions to PCA’s internal control over financial reporting.

Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company.

We excluded Greif from the assessment of internal control over financial reporting at December 31, 2025.

As of and for the year ended December 31, 2025, Greif accounted for approximately 18% of the Company’s consolidated total assets and approximately 4% of the Company’s consolidated net sales.

During the three months ended December 31, [removed: 2024,] [added: 2025,] none of the Company’s directors or officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any non-Rule 10b5-1 trading arrangements as defined in Item 408(a) of Regulation S-K.

The following information required by this Item 10 will be included in PCA’s Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders and is incorporated by reference herein:

Information regarding PCA’s stockholder nominating procedures included under the captions “Election of Directors - Nominating and Governance Committee,” “Other Information - Recommendations for Board - Nominated Director Nominees,” and “Other Information - Procedures for Nominating Directors or Bringing Business Before the [removed: 2025] [added: 2026] Annual Meeting”

A copy of our trading policy is incorporated herein by reference.

A copy of our trading policy is filed as Exhibit 19.1 to this Form 10-K.

*Authorization of Securities under Equity Compensation Plans —* Securities authorized for issuance under our equity compensation plans at December 31, [removed: 2024] [added: 2025] are as follows:

| Equity compensation plans approved by securityholders | | | — | | | $ | — | | | | [removed: 2,753,954] [added: 2,467,553] | |

Does not include [removed: 978,869] [added: 949,672] shares of unvested restricted stock and performance units granted pursuant to our Second Amended and Restated 1999 Long-Term Equity Incentive Plan.

| Total | | | — | | | $ | — | | | | 2,467,553 | |

| Total | | | — | | | $ | — | | | | 2,753,954 | |

| [removed: 4.14] [added: 4.15] | | [Description of Common Stock. (Incorporated herein by reference to Exhibit 4.13 to PCA’s Annual Report on Form 10-K for the year ended December 31, 2019, File No. 1-15399).](https://www.sec.gov/Archives/edgar/data/75677/000156459020006774/pkg-ex413_182.htm) |

| 10.1 | | [removed: [First Amendment to Credit] [added: [Credit] Agreement, dated [removed: April 27, 2023,] [added: July 31, 2025] between Packaging Corporation of America and the lenders and agents named therein. (Incorporated herein by reference to Exhibit 10.1 to PCA’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the period ended June 30, 2023,] [added: 8-K filed August 6, 2025,] File No. [removed: 1-15399).](https://www.sec.gov/Archives/edgar/data/75677/000095017023038396/pkg-ex10_1.htm)] [added: 1-15399).](https://www.sec.gov/Archives/edgar/data/75677/000119312525174557/d19330dex101.htm)] |

| [removed: 10.2] [added: 10.3] | | [Packaging Corporation of America Thrift Plan for Hourly Employees and First Amendment of Packaging Corporation of America Thrift Plan for Hourly Employees, effective February 1, 2000. (Incorporated herein by reference to Exhibit 4.5 to PCA’s Registration Statement on Form S-8, Registration No. 333-33176.)](https://www.sec.gov/Archives/edgar/data/75677/000091205700013220/0000912057-00-013220.txt) |

| [removed: 10.3] [added: 10.4] | | [Packaging Corporation of America Retirement Savings Plan, effective February 1, 2000. (Incorporated herein by reference to Exhibit 4.6 to PCA’s Registration Statement on Form S-8, Registration No. 333-33176.)*](https://www.sec.gov/Archives/edgar/data/75677/000091205700013220/0000912057-00-013220.txt) |

| [removed: 10.4] [added: 10.5] | | [Packaging Corporation of America Supplemental Executive Retirement Plan, as Amended and Restated Effective as of January 1, 2023. (Incorporated herein by reference to Exhibit 10.4 to PCA’s Annual Report on Form 10-K for the year ended December 31, 2022, File No. 1-15399).*](https://www.sec.gov/Archives/edgar/data/75677/000095017023003990/pkg-ex10_4.htm) |

| [removed: 10.5] [added: 10.6] | | [Packaging Corporation of America Deferred Compensation Plan, as Amended and Restated Effective as of February 27, 2019. (Incorporated herein by reference to Exhibit 10.5 to PCA's Annual Report on Form 10-K for the year ended December 31, 2019, File No. 1-15399).*](https://www.sec.gov/Archives/edgar/data/75677/000156459020006774/pkg-ex105_433.htm) |

| [removed: 10.6] [added: 10.7] | | [Second Amended and Restated 1999 Long-Term Equity Incentive Plan, effective as of May 8, 2024, conformed to incorporate all amendments. (Incorporated herein by reference to Appendix B to PCA’s Proxy Statement for the 2024 Annual Meeting of Stockholders)*](https://www.sec.gov/Archives/edgar/data/75677/000119312524079613/d701024ddef14a.htm#toc701024_15) |

| [removed: 10.7] [added: 10.8] | | [Amended and Restated Executive Incentive Compensation Plan, effective as of December 29, 2017. (Incorporated herein by reference to Exhibit 10.10 to PCA’s Annual Report on Form 10-K for the year ended December 31, 2017, File No. 1-15399.)*](https://www.sec.gov/Archives/edgar/data/75677/000156459018003690/pkg-ex1010_155.htm) |

| [removed: 10.8] [added: 10.9] | | [Trade Vendor Purchasing Agreement, dated December 6, 2019, between Boise White Paper, L.L.C. and Office Depot, Inc. (Incorporated by reference to Exhibit 10.11 to PCA’s Annual Report on Form 10-K for the year ended December 31, 2019, File No. 1-15399)](https://www.sec.gov/Archives/edgar/data/75677/000156459020006774/pkg-ex1011_301.htm) |

| [removed: 10.9] [added: 10.10] | | [Form of Return on Invested Capital Performance Unit Agreement for executive officer awards. (Incorporated by reference to Exhibit 10.2 to PCA’s Quarterly Report on Form 10-Q for the period ended June 30, 2018, File No. 1-15399).*](https://www.sec.gov/Archives/edgar/data/75677/000156459018020254/pkg-ex102_54.htm) |

| [removed: 10.10] [added: 10.11] | | [Form of Total Shareholder Return Performance Unit Agreement for executive officer awards. (Incorporated by reference to Exhibit 10.3 to PCA’s Quarterly Report on Form 10-Q for the period ended June 30, 2018, File No. 1-15399).*](https://www.sec.gov/Archives/edgar/data/75677/000156459018020254/pkg-ex103_53.htm) |

| [removed: 10.11] [added: 10.12] | | [Form of Restricted Stock Agreement for executive officer awards. (Incorporated by reference to Exhibit 10.1 to PCA’s Quarterly Report on Form 10-Q for the period ended June 30, 2018, File No. 1-15399).*](https://www.sec.gov/Archives/edgar/data/75677/000156459018020254/pkg-ex101_55.htm) |

| 19.1 | | [Packaging Corporation of America Insider Trading Policy adopted December 7, 2011 with Addendum applicable to certain designated persons. [removed: †](https://www.sec.gov/Archives/edgar/data/75677/000095017025028533/pkg-ex19_1.htm)] [added: (Incorporated herein by reference to Exhibit 19 to PCA’s Annual Report on Form 10-K for the year ended December 31, 2024, File No. 1-15399).](https://www.sec.gov/Archives/edgar/data/75677/000095017025028533/pkg-ex19_1.htm)] |

| 21.1 | | [Subsidiaries of the [removed: Registrant.†](https://www.sec.gov/Archives/edgar/data/75677/000095017025028533/pkg-ex21_1.htm)] [added: Registrant.†](https://www.sec.gov/Archives/edgar/data/75677/000119312526074129/pkg-ex21_1.htm)] |

| 23.1 | | [Consent of KPMG [removed: LLP.†](https://www.sec.gov/Archives/edgar/data/75677/000095017025028533/pkg-ex23_1.htm)] [added: LLP.†](https://www.sec.gov/Archives/edgar/data/75677/000119312526074129/pkg-ex23_1.htm)] |

| 24.1 | | [Powers of [removed: Attorney.†](https://www.sec.gov/Archives/edgar/data/75677/000095017025028533/pkg-ex24_1.htm)] [added: Attorney.†](https://www.sec.gov/Archives/edgar/data/75677/000119312526074129/pkg-ex24_1.htm)] |

| 31.1 | | [Certification of Chief Executive Officer, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.†](https://www.sec.gov/Archives/edgar/data/75677/000095017025028533/pkg-ex31_1.htm)] [added: 2002.†](https://www.sec.gov/Archives/edgar/data/75677/000119312526074129/pkg-ex31_1.htm)] |

| 31.2 | | [Certification of Chief Financial Officer, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.†](https://www.sec.gov/Archives/edgar/data/75677/000095017025028533/pkg-ex31_2.htm)] [added: 2002.†](https://www.sec.gov/Archives/edgar/data/75677/000119312526074129/pkg-ex31_2.htm)] |

| 32 | | [Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. §1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.†](https://www.sec.gov/Archives/edgar/data/75677/000095017025028533/pkg-ex32.htm)] [added: 2002.†](https://www.sec.gov/Archives/edgar/data/75677/000119312526074129/pkg-ex32.htm)] |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized on February [removed: 27, 2025.][added: 26, 2026.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February [removed: 27, 2025,] [added: 26, 2026,] by the following persons on behalf of the registrants and in the capacities indicated.

| /s/ [removed: ROBERT P. MUNDY] [added: KENT A. PFLEDERER] | | Executive Vice President and Chief Financial Officer |

| [removed: Robert P. Mundy] [added: Kent A. Pflederer] | | (Principal Financial Officer and Principal Accounting Officer) |

| 2.4 | | [Purchase and Sale Agreement, dated June 30, 2025, between PCA, Greif, Inc., and Greif Packaging LLC (Incorporated herein by reference to Exhibit 10.1 to PCA’s Current Report on Form 8-K filed July 3, 2025, File No. 1-15399). PCA will furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request; provided, however, that PCA may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.](https://www.sec.gov/Archives/edgar/data/75677/000119312525155530/d92547dex101.htm) |

| 4.13 | | [Officers’ Certificate, dated August 15, 2025, pursuant to Section 301 of the Indenture establishing 5.200% Senior Notes due 2035. (Incorporated herein by reference to Exhibit 4.1 to PCA's Current Report on Form 8-K filed August 15, 2025, File No. 1-15399).](https://www.sec.gov/Archives/edgar/data/75677/000119312525181330/d42733dex41.htm) |

| 4.14 | | [5.200% Senior Notes due 2035 (Incorporated herein by reference to Exhibit 4.2 to PCA’s Current Report on Form 8-K filed August 15, 2025, File No. 1-15399).](https://www.sec.gov/Archives/edgar/data/75677/000119312525181330/d42733dex42.htm) |

| 10.2 | | [Credit Agreement, dated July 31, 2025 between Packaging Corporation of America and the lenders and agents named therein. (Incorporated herein by reference to Exhibit 10.2 to PCA’s Current Report on Form 8-K filed August 6, 2025, File No. 1-15399).](https://www.sec.gov/Archives/edgar/data/75677/000119312525174557/d19330dex102.htm) |

| | | /s/ KENT A. PFLEDERER |

| | | Kent A. Pflederer |

| --- | --- | --- |

| | | |

| | | |

| | | |

| | | |

| | | |

| /s/ KENT A. PFLEDERER | | |

| Kent A. Pflederer | | |

| | | /s/ ROBERT P. MUNDY |

| | | Robert P. Mundy |

| /s/ ROBERT P. MUNDY | | |

| Robert P. Mundy | | |