Clearwater Paper (NYSE: CLW) SVP discloses stock and RSU ownership

Rhea-AI Filing Summary

Clearwater Paper Corp’s Senior Vice President Sean M. Krajnik filed an initial ownership report, showing his current equity stake in the company. He directly holds 5,048 shares of Clearwater Paper common stock and has been granted several awards of restricted stock units (RSUs), each convertible into common shares on a one-for-one basis.

The filing notes RSU awards covering 637, 3,587 and 6,243 units. One grant made on February 27, 2023 is scheduled to vest on March 15, 2026, assuming continued employment. Another grant from February 26, 2024 will vest 49% on March 15, 2026 and 51% on March 15, 2027. A further RSU award will vest 33%, 33% and 34% on March 15, 2026, 2027 and 2028, respectively. During each vesting period, dividend equivalents are credited as additional RSUs.

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Krajnik Sean M.

(Last) (First) (Middle)

601 W RIVERSIDE SUITE 1100

(Street)

SPOKANE WA 99201

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2026

3. Issuer Name and Ticker or Trading Symbol
Clearwater Paper Corp [ CLW ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Vice President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,048	D
Common Stock(1)	637(2)	D
Common Stock(1)	3,587(3)	D
Common Stock(1)	6,243(4)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents award of restricted stock units ("RSUs"). RSUs may be settled only for shares of common stock on a one-for-one basis.

2. Represents award of RSU's that were granted on 2/27/2023 and will vest on 3/15/2026 assuming continued employment. During the vesting period, an amount equal to the dividends that would have been paid on the RSUs had they been in the form of common stock will be converted into additional RSUs.

3. Represents award of RSU's that were granted on 2/26/2024 and will vest 49% on 3/15/2026 and 51% on 3/15/2027, assuming continued employment. During the vesting period, an amount equal to the dividends that would have been paid on the RSUs had they been in the form of common stock will be converted into additional RSUs.

4. Represents award of RSUs that will vest 33%, 33%, 34% on March 15, 2026, 2027 and 2028, respectively, assuming continued employment. During the vesting period, an amount equal to the dividends that would have been paid on the RSUs had they been in the form of common stock will be converted into additional RSUs.

Remarks:

	/s/Marc D. Rome, Attorney-in-Fact	01/09/2026
	** 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 5 (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 does Clearwater Paper Corp (CLW) disclose in this Form 3 filing?

The filing shows Senior Vice President Sean M. Krajnik’s initial beneficial ownership in Clearwater Paper common stock and multiple restricted stock unit (RSU) awards, including their vesting schedules and dividend-equivalent features.

How many Clearwater Paper (CLW) common shares does Sean M. Krajnik directly hold?

Sean M. Krajnik directly holds 5,048 shares of Clearwater Paper common stock, as reported in the non-derivative securities table.

What RSU awards are reported for the Clearwater Paper (CLW) executive in this Form 3?

The report lists RSU-based holdings tied to common stock amounts of 637, 3,587 and 6,243 shares. Each RSU may be settled into one share of Clearwater Paper common stock.

When do the Clearwater Paper (CLW) RSUs reported by Sean M. Krajnik vest?

One RSU grant from February 27, 2023 vests on March 15, 2026. A grant from February 26, 2024 vests 49% on March 15, 2026 and 51% on March 15, 2027. Another RSU award vests 33%, 33% and 34% on March 15, 2026, 2027 and 2028, respectively, all subject to continued employment.

How are dividends treated on the Clearwater Paper (CLW) RSUs in this filing?

During each RSU vesting period, an amount equal to the dividends that would have been paid on the underlying shares is converted into additional RSUs, increasing the number of units tied to the awards.

Is this Clearwater Paper (CLW) Form 3 reporting a stock trade or just holdings?

This Form 3 reports beneficial holdings and RSU awards for Sean M. Krajnik as of January 1, 2026. It does not describe new purchases or sales, but rather his existing positions and award terms.