PACKAGING CORP OF AMERICA Debt Disclosure

On August 11, 2025, the Company issued $500 million of 5.20% senior notes due 2035 through a registered public offering. The net proceeds from this transaction were used to finance the Greif Acquisition. The $4.9 million of debt issuance costs associated with the new notes will be amortized to interest expense using the effective interest method over the term of the notes.

On September 15, 2024, the Company used the net proceeds from the November 2023 issuance of the $400.0 million of 5.70% senior notes due 2033, together with a portion of cash on hand, to repay its outstanding 3.65% senior notes due 2024 at maturity. The repayment of these notes was $407.3 million, which included principal and accrued interest.

Credit Agreements

On July 31, 2025, the Company entered into two Credit Agreements (the first credit agreement being the “Commercial Credit Agreement” and the second credit agreement being the “Farm Credit Agreement,” collectively, the “Credit Agreements”). The Commercial Credit Agreement includes (i) a $500.0 million three-year unsecured term loan facility and (ii) a $600.0 million unsecured revolving credit facility. The Farm Credit Agreement includes a $500.0 million seven-year unsecured term loan facility. The proceeds of the term loan facilities under the Credit Agreements were fully drawn upon on September 2, 2025 to finance the Greif Acquisition.

Loans under the Commercial Credit Agreement bear interest at the secured overnight financing rate (SOFR) or the base rate plus a margin, which, under the Commercial Credit Agreement, is determined based upon: (i) in the case of the revolving credit facility, our leverage ratio or debt rating, and (ii) in the case of the term loan facility, our debt rating. Loans under the Farm Credit Agreement bear interest at SOFR or the base rate plus a margin, which is determined based upon our debt rating.

PCA may prepay loans under the Credit Agreements at any time without premium or penalty.

The Commercial Credit Agreement replaces our old Credit Agreement, dated June 8, 2021 and amended on April 27, 2023 (the “Old Credit Agreement”), which was terminated. Revolving loans under the Commercial Credit Agreement have a five-year term and are available for borrowings for working capital and general corporate purposes. Except for approximately $27.5 million of letters of credit, (i) no borrowings were outstanding under the Old Credit Agreement and (ii) no borrowings are outstanding under the revolving credit facility included in the Commercial Credit Agreement.

Borrowings under the Credit Agreements are guaranteed by PCA’s material subsidiaries.

Borrowings

As of December 31, 2025, the details of our borrowings were as follows:

The instruments governing our indebtedness contain financial and other covenants that limit the ability of PCA and its subsidiaries to enter into sale and leaseback transactions, incur liens, incur indebtedness at the subsidiary level, enter into certain transactions with affiliates, merge or consolidate with any other person or sell or otherwise dispose of all or substantially all of our assets. The Credit Agreements have a financial covenant for maximum leverage ratio calculated on a consolidated basis. Indebtedness as defined in the Credit Agreements includes certain guarantees of third‑party obligations; accordingly, amounts related to guarantees discussed in Note 20, Commitments, Guarantees, Indemnifications and Legal Proceedings, are included in the calculation of this ratio, although such guarantees do not constitute as debt under U.S. GAAP. A failure to comply with these restrictions could lead to an event of default, which could result in an acceleration of any outstanding indebtedness and/or prohibit us from drawing on the revolving credit facility. An acceleration under the revolving credit facility may also constitute an event of default under the senior notes indenture. At December 31, 2025, we were in compliance with this covenant.

At December 31, 2025, we have $2,992.5 million of fixed-rate senior notes and $1,000.0 million of variable-rate notes outstanding. At December 31, 2025, the fair value of our fixed-rate debt was estimated to be $2,679.7 million. The difference between the book value and fair value is due to the difference between the period-end market interest rate and the stated rate of our fixed-rate debt. We estimated the fair value of our fixed-rate debt using quoted market prices (Level 2 inputs), discussed further in Note 2, Summary of Significant Accounting Policies.

Repayments, Interest, and Other

In 2025, we did not repay any outstanding debt, as we did not have any maturities of our senior notes during 2025.

On September 15, 2024, we used the net proceeds from the November 2023 offering of the 5.70% senior notes due 2033 and cash on hand to repay our outstanding 3.65% senior notes due 2024. The repayment of the old 3.65% notes was $407.3 million, which included principal and accrued interest.

In 2023, we did not repay any outstanding debt, as we did not have any maturities of our senior notes during 2023.

As of December 31, 2025, annual principal maturities for debt, excluding unamortized debt discount, are: none for 2026; $500.0 million for 2027; $500.0 million for 2028; $500.0 million for 2029; and $2.5 billion for 2030 and thereafter.

Interest payments paid in connection with the Company’s debt obligations for the years ended December 31, 2025, 2024, and 2023 were $100.6 million, $107.7 million, and $84.8 million, respectively. As of December 31, 2025, the estimated future interest payments for the Company's debt obligations are: $118.4 million for 2026; $92.4 million for 2027; $75.4 million for 2028 and 2029; and $1,040.9 million, in aggregate, for 2030 and thereafter.

Included in interest expense, net, are amortization of financing costs, which includes the amortization of debt issuance costs and amortization of bond discount. For 2025, 2024, and 2023, amortization of debt issuance costs was $4.9 million, $1.8 million, and $1.6 million, respectively. For 2025, amortization of bond discount was $0.4 million, and for both 2024 and 2023, amortization of bond discount was $0.5 million.