Olivier Darla J. 4

What Happened
Olivier Darla, Senior Vice President at Packaging Corporation of America (PKG), received a payout of performance units that vested on March 6, 2026 — 1,182 shares from the ROIC performance units and 104 shares representing accumulated dividends, for a total of 1,286 shares granted at $0.00. To satisfy withholding tax obligations under the company plan, the company withheld/disposed 559 of those shares at $222.52 each, yielding proceeds of $124,389. The primary event is an award/vesting (A); the share disposition (F) was tax withholding, not a market sale for cash proceeds beyond covering taxes.

Key Details

• Transaction date: March 6, 2026 (filed March 10, 2026). Awards reported as acquired at $0.00; 559 shares disposed at $222.52 for $124,389.
• Award breakdown: 1,182 ROIC performance-unit shares + 104 shares of accumulated dividends = 1,286 shares vested.
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Footnotes:
  • F1: Compensation subcommittee certified attainment of the ROIC performance measure; units paid out on certification (awarded Feb 23, 2022).
  • F2: 104 shares represent payout in shares of accumulated dividends on vesting performance units.
  • F3: Company withheld shares to cover the withholding tax obligation associated with the vesting equity awards.
• Timeliness: Filing dated March 10, 2026 for a March 6 transaction — filed within the typical 2 business-day Form 4 window (timely).

Context
This was a vesting of performance-based equity (not an open-market purchase or voluntary sale). The 559-share disposition was a routine share-withholding to cover taxes under the company’s long-term equity incentive plan (a cashless tax-withholding mechanism), so it should not be read as a directional market bet by the insider.