Packaging Corp of America 10-Q 2026-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended March 31, 2026

or

For the transition period from to

Commission file number 1-15399

(Exact Name of Registrant as Specified in its Charter)

Registrant's telephone number, including area code

(847) 482-3000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 1, 2026, the Registrant had outstanding 89,098,647 shares of common stock, par value $0.01 per share.

Securities registered pursuant to Section 12(b) of the Exchange Act:

Table of Contents

All reports we file with the Securities and Exchange Commission (SEC) are available free of charge via the Electronic Data Gathering Analysis and Retrieval (EDGAR) System on the SEC website at www.sec.gov. We also provide copies of our SEC filings at no charge upon request and make electronic copies of our reports available through our website at www.packagingcorp.com as soon as reasonably practicable after filing such material with the SEC.

i

PART I

FINANCIAL INFORMATION

Packaging Corporation of America

Consolidated Statements of In****come and Comprehensive Income

(unaudited, dollars in millions, except per-share data)

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

Packaging Corporation of America

Consolidated B****alance Sheets

(unaudited, dollars and shares in millions, except per-share data)

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

Packaging Corporation of America

Consolidated Statem****ents of Cash Flows

(unaudited, dollars in millions)

Showing the first 8K of 73K characters. Open the full section

This management’s discussion and analysis includes statements regarding our expectations with respect to our future performance, expected business conditions, liquidity, and capital resources. Such statements, along with any other statements that are not historical in nature, are forward-looking. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in our 2025 Annual Report on Form 10-K, as well as those factors listed in other documents we file with the Securities and Exchange Commission (“SEC”). We do not assume any obligation to update any forward-looking statement. Our actual results may differ materially from those contained in or implied by any of the forward-looking statements in this Form 10-Q. Please see “Forward Looking Statements” elsewhere in this Item 2.

Overview

PCA is the third largest producer of containerboard products and a leading producer of UFS paper in North America. We operate ten mills and 91 corrugated products manufacturing plants. Our containerboard mills produce linerboard and corrugating medium, which are papers primarily used in the production of corrugated products. Our corrugated products manufacturing plants produce a wide variety of corrugated packaging products, including conventional shipping containers used to protect and transport manufactured goods, multi-color boxes and displays with strong visual appeal that help to merchandise the packaged product in retail locations, and honeycomb protective packaging. In addition, we are a large producer of packaging for meat, fresh fruit and vegetables, processed food, beverages, and other industrial and consumer products. We also manufacture and sell UFS papers, including both commodity and specialty papers, which may have custom or specialized features such as colors, coatings, high brightness, and recycled content. We are headquartered in Lake Forest, Illinois and operate primarily in the United States.

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

Included in this Item 2 are various non-GAAP financial measures, including earnings per diluted share excluding special items, net income excluding special items, earnings before non-operating pension income, interest, income taxes, and depreciation, amortization, and depletion (“EBITDA”), segment EBITDA, EBITDA excluding special items, and segment EBITDA excluding special items. We provide important disclosures regarding our presentation of non-GAAP financial measures and reconciliations of presented non-GAAP financial measures to the most comparable measures presented in accordance with GAAP later in this section under the caption “Non-GAAP Financial Measures.”

This Item 2 is intended to supplement, and should be read in conjunction with, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2025 Annual Report on Form 10-K.

Executive Summary

First quarter net sales were $2.37 billion in 2026 and $2.14 billion in 2025. We reported $171 million of net income, or $1.91 per diluted share, during the first quarter of 2026, compared to $204 million, or $2.26 per diluted share, during the same period in 2025. Net income included $44 million of expense for special items in the first quarter of 2026, primarily related to Wallula mill restructuring activities, compared to $4 million of expense for special items in 2025. Please see “Non-GAAP Financial Measures” elsewhere in this Item 2 for a description of special items. Excluding special items, net income was $215 million, or $2.40 per diluted share, during the first quarter of 2026, compared to $208 million, or $2.31 per diluted share, in the first quarter of 2025.1 The increase was driven by improvement in legacy PCA’s earnings by $0.15 per share, partially offset by a loss of ($0.06) per share for the acquired Greif containerboard business. The results of the acquired business included approximately $34 million of depreciation and amortization expense and $19 million of additional interest expense, primarily from new borrowings to finance the acquisition. The increase in the earnings of the legacy PCA business was driven primarily by higher prices and mix in the Packaging segment, lower fiber costs, lower maintenance outage expense, lower labor and operating costs in the Packaging segment, higher prices and mix and volume in the Paper segment, along with a lower tax rate and lower share count. These items were partially offset by higher freight expense, lower production and sales volume in the Packaging segment, higher depreciation expense, higher labor and operating costs in the Paper segment, and higher corporate and other expenses. For additional detail on special items included in reported GAAP results and other non-GAAP measures, see “Item 2. Non-GAAP Financial Measures.”

Packaging segment operating income was $260 million in the first quarter of 2026, compared to $278 million in the first quarter of 2025. Packaging segment EBITDA excluding special items was $482 million in the first quarter of 2026 compared to $409 million in the first quarter of 2025.1 The increase in EBITDA, excluding special items, was driven primarily by higher sales and production volume with the addition of the acquired business, higher prices and mix, lower fiber costs, and lower maintenance outage expense, partially offset by higher operating and converting costs, and higher freight and logistics expenses.

1 Net income excluding special items, earnings per diluted share excluding special items, and segment EBITDA excluding special items are non-GAAP financial measures. See “Non-GAAP Financial Measures” later in this Item 2.

Corrugated product shipments were up 21.8% per day and up 19.9% in total compared to the first quarter of 2025. Shipments from the legacy PCA business were up 2.8% per day and up 1.2% in total compared to the first quarter of 2025. Containerboard production in the first quarter of 2026 was approximately 1,398,000 tons, and containerboard inventory was down (7.8%) compared to the fourth quarter, and up 11.4% compared to the first quarter of 2025, primarily due to the acquisition.

Paper segment operating income was $33 million in the first quarter of 2026, compared to $36 million in the first quarter of 2025. Paper segment EBITDA excluding special items was $38 million in the first quarter of 2026, compared to $40 million in the first quarter of 2025.1 The decrease in EBITDA excluding special items was primarily due to higher operating costs, and higher freight and logistic expenses, partially offset by higher prices and mix, and higher sales volumes.

Industry and Business Conditions

Trade publications reported North American industry-wide corrugated products shipments were down (1.9%) in total and (0.3%) per workday during the first quarter of 2026 compared to the same quarter of 2025. Reported industry containerboard production decreased (8.3%) compared to the first quarter of 2025. Reported industry containerboard inventories at the end of the first quarter of 2026 were approximately 2.62 million tons, down (5.5%) compared to the same period in 2025. Reported containerboard export shipments were down (28.2%) compared to the first quarter of 2025. Reported index prices increased a net $20 per ton for linerboard and for corrugating medium during the first quarter of 2026 and an additional $30 per ton in April 2026.

The market for communication papers competes heavily with electronic data transmission and document storage alternatives. Increasing shifts to these alternatives have reduced usage of traditional print media and communication papers. Trade publications reported North American UFS paper shipments were down (8.8%) in the first quarter of 2026, compared to the same period of 2025. Average prices reported by a trade publication for cut size office papers were higher by $20 per ton, or 1.3%, in the first quarter of 2026, compared to the fourth quarter of 2025, and higher by $40 per ton, or 2.7%, compared to the first quarter of 2025. Reported index prices increased $60 per ton for cut size office papers and for offset printing papers in March 2026.

Outlook

We expect demand in the Packaging segment to remain strong and corrugated volume to increase with one more shipping day and some seasonal improvement in the second quarter compared to the first quarter. Prices for containerboard and corrugated products will move higher with the implementation of our previously announced price increases and improved corrugated mix. Packaging mill production will be slightly higher with one more operating day and production improvements at some of the mills more than offsetting the impact of maintenance outages at five Packaging mills during the second quarter. Mill maintenance outage expenses will be higher with more Packaging mills taking outages than in the first quarter. We expect flat volume and higher prices in the Paper segment as we continue to operate at full capacity and implement our previously announced paper price increases. Costs for freight, fiber and chemicals will be up due to higher prices and energy costs are expected to be seasonally lower with warmer weather in the second quarter. The sequential improvement in expenses for wages and benefits that we normally experience from first quarter to second quarter will be less than in past years due to higher expected stock compensation expenses and benefits costs in the second quarter. Finally, our tax rate will be higher in the second quarter due to the tax-related benefit of share-based compensation awards that vested in the first quarter. Considering these items, we expect second quarter earnings to be lower than the first quarter of 2026, excluding special items.

Results of Operations

Three Months Ended March 31, 2026, compared to Three Months Ended March 31, 2025

The historical results of operations of PCA for the three months ended March 31, 2026 and 2025 are set forth below (dollars in millions):

(a)

See “Non-GAAP Financial Measures” included in this Item 2 for a reconciliation of non-GAAP measures to the most comparable GAAP measure.

Net Sales

Net sales increased $227 million, or 10.6%, to $2,368 million during the three months ended March 31, 2026, compared to $2,141 million during the same period in 2025.

Packaging. Net sales increased $218 million, or 11.1%, to $2,189 million, compared to $1,970 million in the first quarter of 2025 due to higher volume related to the acquired business ($224 million) and higher containerboard and corrugated products prices and mix ($18 million), partially offset by lower legacy volume ($24 million). In the first quarter of 2026, export and domestic containerboard outside shipments decreased (15.8%) compared to the first quarter of 2025. Our total corrugated products shipments from the legacy PCA business were up 2.8% per day and up 1.2% overall, compared to the same period in 2025. Including the acquired business, shipments were up 21.8% per day and 19.9% in total. In the first quarter of 2026, our domestic containerboard prices were 2.6% higher, while export prices were flat compared to the same period in 2025.

Paper. Net sales increased $6 million, or 3.7%, to $160 million, compared to $154 million in the first quarter of 2025, due to higher volumes ($4 million) and higher prices and mix ($2 million).

Gross Profit

Gross profit decreased $2 million during the three months ended March 31, 2026, compared to the same period in 2025. The decrease was driven primarily by higher operating costs, and higher freight expense, largely offset by higher volumes and higher prices and mix in the Packaging and Paper segments, lower fiber costs, and lower maintenance outage expense. In the three months ended March 31, 2026, gross profit included $51 million of special items expense related to Wallula mill restructuring. In the three months ended March 31, 2025, gross profit included $4 million of special items expense related to corrugated facility closure and other costs.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses (“SG&A”) increased $19 million during the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily due to higher depreciation related to the acquired business, higher employee-related expenses, information technology expenses, and insurance costs.

Other Income (Expense), Net

Other income (expense), net, for the three months ended March 31, 2026 and 2025 are set forth below (dollars in millions):

We discuss these items in more detail in Note 6, Other Income (Expense), Net, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in “Part I, Item 1. Financial Statements” of this Form 10-Q.

Income from Operations

Income from operations decreased $29 million, or (10.3%), during the three months ended March 31, 2026 compared to the same period in 2025. The first quarter of 2026 included $60 million of special items expense related to Wallula mill restructuring, recent acquisitions and corrugated facility closures, compared to $6 million of special items expense related to corrugated products facilities closure costs in the first quarter of 2025.

Packaging. Packaging segment operating income decreased $18 million to $260 million, compared to $278 million during the three months ended March 31, 2025. The decrease related primarily to $56 million of special item expense related to the Wallula mill restructuring and corrugated facility closures, compared to $6 million of special items expense related to corrugated products facility costs in the first quarter of 2025. Excluding special items, operating income increased $33 million compared to the same period last year. The increase was driven primarily by higher containerboard and corrugated products prices and mix ($21 million), lower fiber costs ($13 million), the impact of newly acquired Greif operations ($12 million), lower maintenance outage expenses ($10 million), lower labor and operating costs ($7 million), and lower other expenses ($3 million), partially offset by higher freight expenses ($14 million), lower sales and production volumes ($13 million), higher depreciation expense ($6 million).

Paper. Paper segment operating income decreased $3 million to $33 million, compared to $36 million during the three months ended March 31, 2025. The decrease primarily related to higher operating costs ($4 million), and higher freight expenses ($1 million), partially offset by higher prices and mix ($2 million) and higher sales and production volumes ($1 million). There were no significant special items in the first quarter of 2026 or 2025.

Non-Operating Pension Income, Interest Expense, Net and Income Taxes

Non-operating pension income increased $1 million during the three months ended March 31, 2026, compared to the same period in 2025. The increase in non-operating pension income was related to favorable 2025 asset performance and favorable assumption changes.

Interest expense, net for the three months ended March 31, 2026 increased $20 million when compared to the same period in 2025. The increase in interest expense, net was primarily due to higher interest expense in 2026 as a result of the Company’s financing for the Greif Acquisition and lower interest income as a result of lower interest rates on lower cash balances.

During the three months ended March 31, 2026, we recorded $49 million of income tax expense, compared to $64 million of expense during the three months ended March 31, 2025. The effective tax rate for the three months ended March 31, 2026 and 2025 was 22.2% and 23.8%, respectively. The decrease in our effective tax rate for the three months ended March 31, 2026 compared to the same period in 2025 was primarily due to higher excess tax benefits associated with employee restricted stock and performance unit vests partially offset by higher nondeductible employee remuneration paid to covered employees.

Liquidity and Capital Resources

Sources and Uses of Cash

Our primary sources of liquidity are net cash provided by operating activities and available borrowing capacity under our revolving credit facility. At March 31, 2026, we had $397 million of cash and cash equivalents, $218 million of marketable debt securities and other, and $573 million of unused borrowing capacity under the revolving credit facility, net of letters of credit.

Currently, our primary uses of cash are for operations, capital expenditures, acquisitions, debt service, common stock dividends, and repurchases of common stock. We believe that net cash generated from operating activities, cash on hand, available borrowings under our revolving credit facility, and available capital through access to capital markets will be adequate to meet our liquidity and capital requirements, including payments of any declared common stock dividends, for the foreseeable future. As our debt or credit facilities become due, we will need to repay, extend, or replace such facilities. Our ability to do so will be subject to future economic conditions and financial, business, and other factors, many of which are beyond our control.

Below is a summary table of our cash flows, followed by a discussion of our sources and uses of cash through operating activities, investing activities, and financing activities (dollars in millions):

Operating Activities

Our operating cash flow is primarily driven by our earnings and changes in operating assets and liabilities, such as accounts receivable, inventories, accounts payable and other accrued liabilities, as well as factors described below. Cash requirements for operating activities are subject to PCA’s operating needs and the timing of collection of receivables and payments of payables and expenses.

During the three months ended March 31, 2026, net cash provided by operating activities was $329 million, compared to $339 million in the same period in 2025, a decrease of $10 million. Cash from operations excluding changes in cash used for operating assets and liabilities increased $58 million primarily due to the Greif Acquisition. Cash from operations decreased by $68 million when comparing the first three months of 2026 to the same period in 2025 due to changes in operating assets and liabilities primarily due to the following:

a)

a net unfavorable change in accounts receivable due to a larger increase in Packaging segment accounts receivable levels during 2026 primarily related to higher sales volumes in 2026 when compared to 2025 and a larger increase in Corporate accounts receivable levels in 2026 compared to 2025;

b)

a net unfavorable change in prepaid expenses and other current assets primarily related to the reduction of receivables against insurance carriers during 2025 related to the settlement of litigation, partially offset by a favorable change in prepaid expenses related to the timing and magnitude of the annual mill shutdowns during the first quarter of 2026 compared to the same period in 2025; and

c)

a net unfavorable change in income taxes resulting from a smaller decrease in income tax receivable amounts in the first quarter of 2026 compared to the first quarter of 2025.

These unfavorable changes were partially offset by the following:

d)

a net favorable change in accrued liabilities primarily related to the reduction of accrued liabilities in 2025 due to the settlement of litigation and an increase in compensation and benefits liabilities during the first quarter of 2026 compared to the same period in 2025; and

e)

a net favorable change in accounts payable primarily related to a larger increase in accounts payable levels during the first quarter of 2026 compared to the first quarter of 2025, partially offset by an unfavorable change related to the timing of payments.

Investing Activities

We used $261 million for investing activities during the three months ended March 31, 2026 compared to $144 million during the same period in 2025. We spent $165 million for internal capital investments during the three months ended March 31, 2026, compared to $148 million during the same period in 2025. We completed an acquisition in the Packaging segment during the first quarter of 2026 for $15 million, including working capital adjustments. In March 2026, we used $50 million of cash on hand to invest in a time deposit.

We expect capital investments in 2026 to be within a range of $840 million to $870 million. These expenditures could increase or decrease as a result of a number of factors, including our financial results, strategic opportunities, future economic conditions, and our regulatory compliance requirements. We currently estimate capital expenditures to comply with environmental regulations will be about $21 million in 2026. Our estimated environmental expenditures could vary significantly depending upon the enactment of new environmental laws and regulations. For additional information, see “Environmental Matters” in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2025 Annual Report on Form 10-K.

Financing Activities

During the three months ended March 31, 2026, net cash used for financing activities was $200 million, compared to $128 million of net cash used for financing activities during the same period in 2025. We paid $112 million of dividends during the first three months of both 2026 and 2025. In addition, we withheld shares to cover $29 million of employee restricted stock taxes during the first three months of 2026 compared to $15 million of employee restricted stock taxes withheld during the same period in 2025. We repurchased and retired 0.3 million shares of the Company’s common stock for $59 million during the first three months of 2026. We did not have any repurchases and retirements of the Company’s common stock during the same period in 2025.

In addition to the items discussed in Note 12, Debt, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Part I, Item 1. Financial Statements" of this Form 10-Q, see Note 11, Debt, of the Notes to Consolidated Financial Statements in “Part II, Item 8. Financial Statements and Supplementary Data” of our 2025 Annual Report on Form 10-K for more information.

Contractual Obligations

There have been no material changes to the contractual obligations disclosed in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2025 Annual Report on Form 10-K.

Non-GAAP Financial Measures

Earnings per diluted share excluding special items, net income excluding special items, EBITDA, segment EBITDA, EBITDA excluding special items, and segment EBITDA excluding special items are non-GAAP financial measures. Management excludes special items, as it believes that these items are not necessarily reflective of the ongoing operations of our business. These measures are presented because they provide a means to evaluate the performance of our segments and our Company on an ongoing basis using the same measures that are used by our management, because these measures assist in providing a meaningful comparison between periods and because these measures are frequently used by investors and other interested parties in the evaluation of companies and the performance of their segments. Any analysis of non-GAAP financial measures should be done in conjunction with results presented in accordance with GAAP. The non-GAAP measures are not intended to be substitutes for GAAP financial measures and should not be used as such. Reconciliations of the non-GAAP measures to the most comparable measure reported in accordance with GAAP are detailed below.

The following table reconciles earnings per diluted share to earnings per diluted share excluding special items for the periods indicated (dollars in millions):

(a)

For the three months ended March 31, 2026 and March 31, 2025, includes $2.9 million and $5.9 million, respectively, of charges consisting of closure costs related to corrugated products facilities.

(b)

Includes $53.3 million of charges related to the announced discontinuation of the No. 2 machine and kraft pulping facilities at the Wallula, Washington mill.

(c)

Includes $3.4 million of charges for acquisition and integration costs related to recent acquisitions.

The following table reconciles net income to net income excluding special items for the periods indicated (dollars in millions):

(d)

Includes charges consisting of closure costs related to corrugated products facilities.

(e)

Includes charges related to the announced discontinuation of the No. 2 machine and kraft pulping facilities at the Wallula, Washington mill.

(f)

Includes acquisition and integration costs related to recent acquisitions.

The following table reconciles net income to EBITDA and EBITDA excluding special items for the periods indicated (dollars in millions):

The following table reconciles segment operating income (loss) to segment EBITDA and segment EBITDA excluding special items for the periods indicated (dollars in millions):

Market Risk and Risk Management Policies

PCA is exposed to the impact of commodity price changes, interest rate changes, and changes in the market value of its financial instruments. To manage these risks, we may from time to time enter into transactions, including certain physical commodity transactions, that are determined to be derivatives. As of March 31, 2026, we are party to certain physical commodity transactions related to natural gas supply contracts. These contracts qualify for the normal purchase normal sale ("NPNS") exception, and we have elected that exception. For a discussion of derivatives and hedging activities, see Note 2, Summary of Significant Account Policies, of the Notes to Consolidated Financial Statements in “Part II, Item 8. Financial Statements and Supplementary Data” of our 2025 Annual Report on Form 10-K.

The interest rates on approximately 75% of PCA’s 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.

Off-Balance-Sheet Activities

The Company does not have any off-balance sheet arrangements as of March 31, 2026.

Environmental Matters

There have been no material changes to the disclosure set forth in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Environmental Matters” filed with our 2025 Annual Report on Form 10-K.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, PCA evaluates its estimates, including those related to business combinations, pensions and other postretirement benefits, goodwill and intangible assets, long-lived asset impairment, environmental liabilities, and income taxes, among others. PCA bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

PCA has included in its 2025 Annual Report on Form 10-K a discussion of its critical accounting policies and estimates which require management’s most difficult, subjective, or complex judgments used in the preparation of its consolidated financial statements. PCA has not had any changes to these critical accounting estimates during the first three months of 2026.

New and Recently Adopted Accounting Standards

For a listing of our new and recently adopted accounting standards, see Note 2, New and Recently Adopted Accounting Standards, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in “Part I, Item 1. Financial Statements” of this Form 10-Q.

Forward-Looking Statements

Some of the statements in this Quarterly Report on Form 10-Q, and in particular, statements found in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, that are not historical in nature are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about our expectations regarding our future liquidity, earnings, expenditures, and financial condition. These statements are often identified by the words “will,” “should,” “anticipate,” “believe,” “expect,” “intend,” “estimate,” “hope,” or similar expressions. These statements reflect management’s current views with respect to future events and are subject to risks and uncertainties. There are important factors that could cause actual results to differ materially from those in forward-looking statements, many of which are beyond our control. These factors, risks and uncertainties include the following:

the impact of general economic conditions;

the impact of acquired businesses and risks and uncertainties regarding operation, expected benefits and integration of such businesses;

containerboard, corrugated products, and white paper general industry conditions, including competition, product demand, product pricing, and input costs;

fluctuations in wood fiber and recycled fiber costs;

fluctuations in purchased energy costs;

the possibility of unplanned outages or interruptions at our principal facilities; and

governmental, legislative or regulatory actions or requirements, particularly concerning environmental or tax matters or trade policy.

Our actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements, and accordingly, we can give no assurances that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do occur, what impact they will have on our results of operations or financial condition. Given these uncertainties, investors are cautioned not to place undue reliance on these forward-looking statements. We expressly disclaim any obligation to publicly revise any forward-looking statements that have been made to reflect the occurrence of events after the date hereof. For a discussion of other factors, risks and uncertainties that may affect our business, see Item 1A. Risk Factors included in our Annual Report on Form 10-K for the year ended December 31, 2025.

For a discussion of market risks related to PCA, see Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Market Risk and Risk Management Policies” in this Quarterly Report on Form 10-Q.

PCA maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) that are designed to provide reasonable assurance that information required to be disclosed in PCA’s filings under the Securities Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to PCA’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

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 March 31, 2026. The evaluation of PCA’s disclosure controls and procedures included a review of the controls’ objectives and design, PCA’s implementation of the controls, and the effect of the controls on the information generated for use in this report. 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 March 31, 2026.

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 assessing and integrating Greif’s internal control over financial reporting with our existing internal control over financial reporting.

Except as described above, there have been no changes in the Company’s internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the quarter ended March 31, 2026.

PART II

OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

The disclosure set forth under the caption “Legal Proceedings” in Note 19, Commitments, Guarantees, Indemnifications and Legal Proceedings, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in “Part I, Item 1. Financial Statements” of this Form 10-Q is incorporated herein by reference.

There have been no material changes to the risk factors disclosed in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 2. UNREGISTERED SALES OF EQUI****TY SECURITIES AND USE OF PROCEEDS

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 March 31, 2026:

(a)

Includes 131,920 shares withheld from employees to cover income and payroll taxes on equity awards that vested during the period.

(b)

Excludes commissions.

Item 3. DEFAULTS UPO****N SENIOR SECURITIES

None.

Item 4. MINE SAF****ETY DISCLOSURES

Not applicable.

During the three months ended March 31, 2026, 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.

† Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 8, 2026