Packaging Corp (NYSE: PKG) SVP gets shares from TSR award vesting

Rhea-AI Filing Summary

PACKAGING CORP OF AMERICA senior vice president Darla J. Olivier received equity compensation shares tied to previously granted performance units that vested on March 27, 2026. She acquired 2,260 shares of common stock upon certification that TSR performance was achieved at 200%, and an additional 173 shares representing accumulated dividend payouts on those units. To cover withholding taxes on the vesting equity awards, the company withheld 1,055 shares at $212.25 per share. After these grant and tax-withholding transactions, Olivier directly held 27,397 shares of Packaging Corp common stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Olivier Darla J.

Role SVP

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,260	$0.00	--
Grant/Award	Common Stock	173	$0.00	--
Tax Withholding	Common Stock	1,055	$212.25	$224K

Holdings After Transaction: Common Stock — 28,279 shares (Direct)

Footnotes (1)

1. On March 27, 2026, the compensation subcommittee of the compensation committee of the registrant's board of directors certified attainment of the performance measure under the TSR performance units awarded to the reporting person on February 22, 2023. Performance was achieved at 200%. The units paid out on the date of certification. Payout in shares of accumulated dividends on vesting performance units. Pursuant to the terms of the Company's Long-Term Equity Incentive Plan, the Company withheld shares to cover the withholding tax obligation associated with equity awards vesting on the transaction date.

Key Figures

Performance-unit share payout: 2,260 shares Dividend-equivalent shares: 173 shares Shares withheld for taxes: 1,055 shares at $212.25 +2 more

5 metrics

Performance-unit share payout 2,260 shares Common stock from TSR performance units on March 27, 2026

Dividend-equivalent shares 173 shares Accumulated dividends paid in shares on vesting performance units

Shares withheld for taxes 1,055 shares at $212.25 Withholding under Long-Term Equity Incentive Plan on March 27, 2026

Shares held after transactions 27,397 shares Direct common stock ownership following March 27, 2026 activity

TSR performance achievement 200% Certified attainment for TSR performance units awarded February 22, 2023

Key Terms

TSR performance units, Long-Term Equity Incentive Plan, withholding tax obligation, accumulated dividends, +1 more

5 terms

TSR performance units financial

"certified attainment of the performance measure under the TSR performance units awarded"

Long-Term Equity Incentive Plan financial

"Pursuant to the terms of the Company's Long-Term Equity Incentive Plan"

withholding tax obligation financial

"withheld shares to cover the withholding tax obligation associated with equity awards"

accumulated dividends financial

"Payout in shares of accumulated dividends on vesting performance units"

compensation subcommittee financial

"the compensation subcommittee of the compensation committee of the registrant's board of directors certified"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Olivier Darla J.

(Last) (First) (Middle)

1. N. FIELD CT.

(Street)

LAKE FOREST ILLINOIS 60045

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
PACKAGING CORP OF AMERICA [ PKG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/27/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/27/2026		A(1)		2,260	A	$0	28,279	D
Common Stock	03/27/2026		A(2)		173	A	$0	28,452	D
Common Stock	03/27/2026		F(3)		1,055	D	$212.25	27,397	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On March 27, 2026, the compensation subcommittee of the compensation committee of the registrant's board of directors certified attainment of the performance measure under the TSR performance units awarded to the reporting person on February 22, 2023. Performance was achieved at 200%. The units paid out on the date of certification.

2. Payout in shares of accumulated dividends on vesting performance units.

3. Pursuant to the terms of the Company's Long-Term Equity Incentive Plan, the Company withheld shares to cover the withholding tax obligation associated with equity awards vesting on the transaction date.

	Kent A. Pflederer, attorney in fact	03/31/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did PKG executive Darla J. Olivier report?

Darla J. Olivier reported equity compensation activity, receiving 2,260 common shares from TSR performance units and 173 dividend-equivalent shares, while 1,055 shares were withheld by the company to satisfy tax obligations tied to these vesting equity awards.

How many PACKAGING CORP OF AMERICA (PKG) shares did Olivier acquire?

Olivier acquired 2,260 shares of common stock when TSR performance units paid out at 200% and an additional 173 shares representing accumulated dividends. These awards reflect the vesting of previously granted performance-based equity, not open-market share purchases.

Why were 1,055 PKG shares withheld in Olivier’s Form 4 filing?

1,055 shares of PACKAGING CORP OF AMERICA common stock were withheld under the company’s Long-Term Equity Incentive Plan to cover Olivier’s tax withholding obligations arising from the vesting of her equity awards on March 27, 2026, instead of paying those taxes in cash.

What does 200% performance achievement mean for Olivier’s TSR performance units at PKG?

The compensation subcommittee certified that the performance measure for Olivier’s TSR performance units was achieved at 200%, meaning the units paid out at twice the target level. This certification led to her receiving 2,260 common shares when the units paid out on March 27, 2026.

How many PACKAGING CORP OF AMERICA shares does Olivier hold after these transactions?

Following the March 27, 2026 transactions, Olivier directly held 27,397 shares of PACKAGING CORP OF AMERICA common stock. This figure reflects her equity position after receiving the vested performance-unit and dividend-equivalent shares and after the company’s share withholding for taxes.

Were Olivier’s PKG transactions open-market buys or compensation-related grants?

All reported transactions were compensation-related. The filings show grants or awards of common stock from vested TSR performance units and dividend-equivalent shares, plus a share withholding for taxes. No open-market purchases or sales of PACKAGING CORP OF AMERICA stock were reported.