PKG (PKG) SVP Olivier gets ROIC share payout with tax withholding

Rhea-AI Filing Summary

PACKAGING CORP OF AMERICA senior vice president Darla J. Olivier received equity compensation in the form of common stock. On the certification of a return-on-invested-capital performance award granted on February 23, 2022, she acquired 1,182 shares, and a separate payout of accumulated dividend equivalents added 104 shares. To cover withholding taxes on the vesting equity awards, the company withheld 559 shares at a price of $222.52 per share, which is recorded as a tax-related share disposition rather than a market sale. After these transactions, Olivier directly holds 26,019 shares of common stock.

Insights

Equity Compensation Analyst

Routine equity vesting and tax withholding with no open-market trading.

The transactions show Darla J. Olivier receiving 1,182 shares from ROIC performance units granted in February 2022, plus 104 shares tied to accumulated dividends. These awards reflect long-term incentive compensation tied to performance certification by a board committee.

The 559-share F-code disposition at $222.52 per share represents shares withheld to satisfy tax obligations on vesting, not an open-market sale. Following the net share delivery, Olivier directly holds 26,019 common shares, indicating a continuing equity stake and suggesting these are routine compensation events rather than discretionary trading.

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
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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 IL 60045

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

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

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

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

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	03/06/2026		A(1)		1,182	A	$0	26,474	D
Common Stock	03/06/2026		A(2)		104	A	$0	26,578	D
Common Stock	03/06/2026		F(3)		559	D	$222.52	26,019	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 6, 2026, the compensation subcommittee of the compensation committee of the registrant's board of directors certified attainment of the performance measure under the ROIC performance units awarded to the reporting person on February 23, 2022. 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	03/10/2026
	** 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.

FAQ

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

Darla J. Olivier reported equity compensation transactions, receiving 1,182 common shares from ROIC performance units and 104 shares from accumulated dividends. The company simultaneously withheld 559 shares to cover tax obligations, leaving her with 26,019 directly held shares after the vesting events.

Was the PKG insider transaction a stock sale or routine compensation event?

The activity reflects routine compensation, not an open-market sale. Olivier received performance-based and dividend-equivalent shares, while 559 shares were withheld at $222.52 each solely to satisfy tax obligations associated with vesting, which is standard treatment for equity awards.

How many PKG shares does Darla J. Olivier hold after these transactions?

After the reported transactions, Darla J. Olivier directly holds 26,019 shares of PACKAGING CORP OF AMERICA common stock. This figure reflects the net impact of performance share vesting, dividend-equivalent share payout, and shares withheld to cover tax liabilities on the vesting awards.

What triggered the PKG performance unit payout for Darla J. Olivier?

The payout was triggered when a compensation subcommittee certified attainment of the return-on-invested-capital performance measure for units granted on February 23, 2022. Upon certification on March 6, 2026, those ROIC performance units paid out in shares to Olivier as part of long-term incentives.

Why did PACKAGING CORP OF AMERICA withhold 559 shares from Olivier?

The company withheld 559 shares under its Long-Term Equity Incentive Plan to cover withholding tax obligations on equity awards vesting that day. This F-code transaction at $222.52 per share is a tax-withholding mechanism, not a discretionary share sale in the open market.

What are dividend-equivalent shares in the PKG insider transaction?

Dividend-equivalent shares represent accumulated dividends credited on unvested performance units and paid out in stock at vesting. In this case, Olivier received 104 such common shares when her ROIC performance units vested, enhancing the overall value of her long-term incentive award.