Shirley Donald R. 4

What Happened
Shirley Donald, Executive Vice President of Packaging Corporation of America (PKG), received awards of 6,254 and 478 shares (total 6,732 shares) on March 27, 2026 as the payout of TSR performance units granted Feb 22, 2023. Performance was certified at 200%, so the units paid out in shares (including accumulated dividends). To satisfy the related withholding tax obligation, 2,650 shares were withheld/disposed at $212.25 per share, a value of $562,463. These withheld shares are routine tax withholding rather than an open-market sale.

Key Details

• Transaction date: March 27, 2026 (filed March 31, 2026 — within the typical two-business-day Form 4 window)
• Awards: 6,254 shares and 478 shares granted/acquired at $0.00 (codes A)
• Withholding: 2,650 shares withheld/disposed at $212.25 each — total value $562,463 (code F)
• Net shares delivered to the insider on vesting: 6,732 awarded − 2,650 withheld = 4,082 net shares
• Footnotes: F1 — TSR performance certified at 200% (award from Feb 22, 2023); F2 — payout includes accumulated dividends; F3 — shares withheld per the company’s LTIP to cover withholding tax
• Shares owned after transaction: not specified in the provided filing summary

Context
This was a performance-unit vesting and related tax-withholding event, not an open-market sell driven by personal liquidity. Withholding shares (code F) are a common, administrative step to satisfy tax obligations when equity awards vest. The payment reflects strong performance on the TSR metric (200% payout) for the award cycle that began in 2023.