PKG · Packaging Corp Of America · Debt

(b) The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is initially limited to U.S. $500,000,000, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 905 or 1107 of the Indenture. However, the Notes may be reopened by the Company for the issuance of additional Notes, so long as any such additional Notes have the same form and terms (other than the date of issuance and, under certain circumstances, the issue price and the date from which interest thereon will begin to accrue), and carry the same right to receive accrued and unpaid interest, as the Notes theretofore issued; provided, however, that notwithstanding the foregoing, the Notes may not be reopened if the Company has effected satisfaction and discharge with respect to the Notes pursuant to Section 401 of the Indenture or defeasance or covenant defeasance with respect to the Notes pursuant to Section 402 of the Indenture; and provided, further, that no additional Notes may be issued at a price that would cause such additional Notes to have “original issue discount” within the meaning of Section 1273 of the U.S. Internal Revenue Code of 1986, as amended.

Issuer evidence: Pursuant to the authority granted by the Board of Directors of Packaging Corporation of America (the “Company”) in its Resolutions of the Board of Directors of the Company, dated June 26, 2025, and pursuant to Section 301 of the Indenture, dated as of July 21, 2003 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), there is hereby created a new series of Securities with the terms set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Indenture.

Supporting evidence: (e) The Stated Maturity of the Notes on which the principal thereof is due and payable shall be August 15, 2035.

Supporting evidence: (f) The principal of the Notes shall bear interest at the rate of 5.200% per annum, from and including August 15, 2025, or from and including the most recent date to which interest has been paid or duly provided for, to, but not including, the applicable Interest Payment Date or Maturity, as the case may be. Interest shall be payable semi-annually in arrears on February 15 and August 15 (each, an “Interest Payment Date”) of each year, beginning on February 15, 2026, to the Persons in whose names the Notes (or one or more Predecessor Securities of such series) are registered at the close of business on February 1 and August 1, as applicable, prior to such Interest Payment Date (each, a “Regular Record Date”), regardless of whether such Regular Record Date is a Business Day. Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

Supporting evidence: (b) The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture is initially limited to U.S. $500,000,000, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 905 or 1107 of the Indenture. However, the Notes may be reopened by the Company for the issuance of additional Notes, so long as any such additional Notes have the same form and terms (other than the date of issuance and, under certain circumstances, the issue price and the date from which interest thereon will begin to accrue), and carry the same right to receive accrued and unpaid interest, as the Notes theretofore issued; provided, however, that notwithstanding the foregoing, the Notes may not be reopened if the Company has effected satisfaction and discharge with respect to the Notes pursuant to Section 401 of the Indenture or defeasance or covenant defeasance with respect to the Notes pursuant to Section 402 of the Indenture; and provided, further, that no additional Notes may be issued at a price that would cause such additional Notes to have “original issue discount” within the meaning of Section 1273 of the U.S. Internal Revenue Code of 1986, as amended.

Supporting evidence: (a) The Securities shall be designated as the “5.200% Senior Notes due 2035” (the “Notes”).

On August 11, 2025, the Company priced an offering of $500 million aggregate principal amount of its 5.200% Senior Notes due 2035 (the “Notes”). In connection with the offering, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Mizuho Securities USA LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters listed therein (the “Underwriters”), pursuant to which the Company agreed to sell and the Underwriters agreed to purchase the Notes, subject to and upon the terms and conditions set forth therein. A copy of the Underwriting Agreement has been filed as an Exhibit 1.1 to this Current Report and is incorporated herein by reference.

Issuer evidence: Packaging Corporation of America (the “Company”) expects that it will close the issuance and sale of the Notes (defined below) on August 15, 2025. The information under Item 8.01 is incorporated herein by reference.

Supporting evidence: The Notes will be the Company’s unsecured senior obligations and will mature on August 15, 2035. The Notes will bear interest at a rate of 5.200% per year, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2026.

Supporting evidence: On August 11, 2025, the Company priced an offering of $500 million aggregate principal amount of its 5.200% Senior Notes due 2035 (the “Notes”). In connection with the offering, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Mizuho Securities USA LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters listed therein (the “Underwriters”), pursuant to which the Company agreed to sell and the Underwriters agreed to purchase the Notes, subject to and upon the terms and conditions set forth therein. A copy of the Underwriting Agreement has been filed as an Exhibit 1.1 to this Current Report and is incorporated herein by reference.

Supporting evidence: On August 11, 2025, the Company priced an offering of $500 million aggregate principal amount of its 5.200% Senior Notes due 2035 (the “Notes”). In connection with the offering, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Mizuho Securities USA LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters listed therein (the “Underwriters”), pursuant to which the Company agreed to sell and the Underwriters agreed to purchase the Notes, subject to and upon the terms and conditions set forth therein. A copy of the Underwriting Agreement has been filed as an Exhibit 1.1 to this Current Report and is incorporated herein by reference.