PKG (PKG) SVP Olivier reports tax-withholding of 513 company shares

Rhea-AI Filing Summary

PACKAGING CORP OF AMERICA senior vice president Darla J. Olivier reported a Form 4 transaction involving company common stock. On the transaction date, 513 shares of common stock were disposed of at a price of $225.55 per share to cover withholding tax obligations tied to vesting equity awards, as permitted under the company’s Long-Term Equity Incentive Plan. After this tax-withholding disposition, Olivier directly owned 57,538 shares of PACKAGING CORP OF AMERICA common stock.

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

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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)
02/23/2026

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	02/23/2026		F(1)		513	D	$225.55	57,538	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. 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	02/25/2026
	** 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).
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FAQ

What insider transaction did PKG executive Darla J. Olivier report on this Form 4?

Darla J. Olivier reported a tax-related disposition of 513 shares of PACKAGING CORP OF AMERICA common stock. The shares were withheld by the company to satisfy withholding tax obligations arising from equity awards that vested on the transaction date.

Was the PKG Form 4 transaction an open-market sale of shares?

No, the PKG Form 4 transaction was a tax-withholding disposition, not an open-market sale. Shares were withheld under the Long-Term Equity Incentive Plan to cover tax obligations on vesting equity awards, rather than being sold on the open market.

How many PACKAGING CORP OF AMERICA shares were involved in the tax-withholding transaction?

The transaction involved 513 shares of PACKAGING CORP OF AMERICA common stock. These shares were withheld by the company at a price of $225.55 per share to satisfy the withholding tax liability associated with equity awards vesting on the reported date.

How many PKG shares does Darla J. Olivier own after this Form 4 transaction?

After the reported tax-withholding disposition, Darla J. Olivier directly owns 57,538 shares of PACKAGING CORP OF AMERICA common stock. This post-transaction balance reflects her remaining direct holdings following the 513 shares withheld for tax obligations on vested awards.

What does transaction code F mean in the PKG Form 4 filing?

Transaction code F indicates a disposition related to payment of exercise price or tax liability by delivering securities. In this PKG filing, it reflects shares withheld under the Long-Term Equity Incentive Plan to cover withholding tax due on vesting equity awards.

What plan governed the PKG tax-withholding share disposition for Darla J. Olivier?

The disposition was governed by PACKAGING CORP OF AMERICA’s Long-Term Equity Incentive Plan. Under this plan, the company may withhold shares of common stock to satisfy withholding tax obligations that arise when equity awards vest for participating executives.