Shirley Donald R. 4

What Happened
Shirley Donald, Executive Vice President of Packaging Corporation of America (PKG), received performance-share awards that vested on March 6, 2026 (3,270 and 290 shares). To satisfy withholding tax on the payout, 1,402 shares were withheld/disposed at $222.52 each, generating $311,973. The awards were recorded at $0.00 acquisition price (standard for vested awards).

Key Details

• Transaction date: March 6, 2026; Form 4 filed March 10, 2026 (timely within the two-business-day rule).
• Awards: 3,270 shares and 290 shares acquired at $0.00 on vesting.
• Tax withholding/disposition: 1,402 shares disposed at $222.52 each for $311,973.
• Net shares delivered from this vesting: 3,560 awarded − 1,402 withheld = 2,158 shares retained by the insider.
• Footnotes: F1 — certification of ROIC performance-unit attainment (awarded Feb 23, 2022) paid out on certification; F2 — payout included accumulated dividends in shares; F3 — company withheld shares to cover the tax withholding obligation.
• Shares owned after transaction: Not specified in the provided filing excerpt.

Context
This was a vesting of long-term performance units and routine tax-withholding, not an open-market sale or cash purchase. The withholding (reported as a disposition) is a common, administrative cashless settlement to cover taxes and does not necessarily indicate a change in the insider’s investment stance.