Olivier Darla J. 4

What Happened

• Olivier Darla, Senior Vice President of Packaging Corporation of America (PKG), received a payout of performance units that vested on March 27, 2026. The award consisted of 2,260 shares and 173 shares (total 2,433 shares) granted at $0.00. To satisfy tax withholding obligations, 1,055 shares were withheld/disposed at a value of $212.25 per share, resulting in withheld value of approximately $223,924. Net shares delivered to the insider: 1,378 shares.

Key Details

• Transaction date: March 27, 2026 (reported on Form 4 filed March 31, 2026).
• Grant/award line(s): 2,260 shares @ $0.00 and 173 shares @ $0.00 (code A).
• Tax withholding (disposition) line: 1,055 shares @ $212.25 (code F) — value ≈ $223,924.
• Shares owned after transaction: not specified in the provided filing excerpt.
• Footnotes:
  • F1: The compensation subcommittee certified attainment of the TSR performance measure for units awarded Feb 22, 2023; performance achieved at 200%.
  • F2: Payout includes accumulated dividends paid in shares on vesting.
  • F3: Company withheld shares per its Long-Term Equity Incentive Plan to cover withholding tax.
• Timeliness: Filing dated March 31, 2026 for a March 27 transaction — filed within the typical 2 business-day Form 4 window.

Context

• This was a performance-based vesting payout (paid in shares) rather than an open-market sale or purchase. The 1,055-share "disposition" reflects shares withheld to cover tax withholding (a routine, non-market sale), not an active sale by the insider. The payout reflects achievement of performance goals at 200% of target.