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Clearwater Paper (NYSE: CLW) director awarded phantom stock units

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Clearwater Paper Corp director Joe W. Laymon received an award of 8,391.608 phantom common stock units on May 8, 2026 at a reference price of $14.30 per unit under the company’s Deferred Compensation Plan for Directors.

These phantom stock units represent the annual award for board service from May 1, 2026 through April 30, 2027 and will vest on May 1, 2027. They are credited to a deferred compensation account and will be converted to cash and paid on a 1‑for‑1 basis with Clearwater Paper common stock upon Laymon’s termination of service. Following this grant, Laymon’s reported phantom stock balance is 35,818.273 units, reflecting deferred, cash‑settled director compensation rather than an open‑market share purchase or sale.

Positive

  • None.

Negative

  • None.
Insider LAYMON JOE W
Role Director
Type Security Shares Price Value
Grant/Award Phantom Common Stock 8,391.608 $14.30 $120K
Holdings After Transaction: Phantom Common Stock — 35,818.273 shares (Direct)
Footnotes (3)
  1. F1. Phantom stock units are credited to the reporting person's account on the transaction date in accordance with the provisions of the Clearwater Paper Corporation Deferred Compensation Plan for Directors and will be converted to cash and paid on a 1-for-1 basis with the issuer's common stock.
  2. F2. Phantom stock units will be converted to cash and paid upon the reporting person's termination from service with Clearwater Paper in accordance with the provisions of the Clearwater Paper Corporation Deferred Compensation Plan for Directors.
  3. F3. Phantom stock unit beneficial ownership represents phantom stock allocated to the reporting person's Deferred Compensation Account since the reporting person's last report. These phantom stock allocations represent an annual award grant for service from May 1, 2026 through April 30, 2027. These phantom stock units will vest May 1, 2027.
Phantom stock units granted 8,391.608 units Annual award grant dated May 8, 2026
Reference price per unit $14.30 per unit Grant/award acquisition price for phantom stock
Phantom units after transaction 35,818.273 units Total phantom stock units credited after grant
Underlying common stock units 8,391.608 shares Underlying security shares for this phantom award
Service period for award May 1, 2026–April 30, 2027 Board service period covered by annual grant
Vesting date May 1, 2027 Date phantom stock units vest
Phantom Common Stock financial
"security_title: Phantom Common Stock; underlying security is Common Stock"
Deferred Compensation Plan for Directors financial
"credited in accordance with the Clearwater Paper Corporation Deferred Compensation Plan for Directors"
A deferred compensation plan for directors is an arrangement that lets board members postpone receiving part of their pay until a later date—often retirement or a set future time—so the money can grow or be paid under specified conditions. Think of it like directing a portion of your paycheck into a locked savings account that pays out later; investors care because it creates future cash or stock obligations, signals how the company motivates and retains leadership, and can affect shareholder value through timing of payouts or potential dilution.
phantom stock units financial
"Phantom stock units are credited to the reporting person's account on the transaction date"
Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.
beneficial ownership financial
"Phantom stock unit beneficial ownership represents phantom stock allocated to the reporting person's Deferred Compensation Account"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
vest financial
"These phantom stock units will vest May 1, 2027"
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

FAQ

What insider transaction did Clearwater Paper (CLW) report for Joe W. Laymon?
Clearwater Paper reported that director Joe W. Laymon received 8,391.608 phantom common stock units as an annual award. The grant was made at a reference price of $14.30 per unit under the Deferred Compensation Plan for Directors as part of his board compensation.

How many phantom stock units does Joe W. Laymon hold after this CLW Form 4?
After this transaction, Joe W. Laymon holds 35,818.273 phantom stock units in his deferred compensation account. This total reflects the new 8,391.608‑unit award plus prior allocations, all tied to Clearwater Paper’s common stock for cash‑settled director compensation.

What period of service does the new phantom stock award at Clearwater Paper cover?
The new phantom stock award to Joe W. Laymon covers board service from May 1, 2026 through April 30, 2027. The footnotes state that these phantom stock allocations represent an annual grant for this service period under the Deferred Compensation Plan for Directors.

When will Joe W. Laymon’s new Clearwater Paper phantom stock units vest and be paid?
The phantom stock units will vest on May 1, 2027, one year after the service period begins. Payment occurs in cash upon Laymon’s termination from service with Clearwater Paper, based on a 1‑for‑1 value relative to the company’s common stock.

Are Joe W. Laymon’s Clearwater Paper phantom stock units actual shares of CLW stock?
The phantom stock units are not actual shares; they are bookkeeping units in a deferred compensation account. According to the plan, they track Clearwater Paper common stock value and will be converted to cash and paid on a 1‑for‑1 basis at termination of service.

Does this Clearwater Paper Form 4 show an open‑market buy or sell by Joe W. Laymon?
No, the Form 4 shows a grant of phantom stock units as compensation, coded as a grant or award acquisition. It does not reflect an open‑market purchase or sale of Clearwater Paper common shares, but rather a deferred, cash‑settled director award.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
LAYMON JOE W
(Last)(First)(Middle)
601 W RIVERSIDE AVE. SUITE 300
(Street)
SPOKANE WASHINGTON 99201
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Clearwater Paper Corp [ CLW ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Common Stock(1)$14.305/08/2026A8,391.608 (2) (2)Common Stock8,391.608(3)$14.335,818.273D
Explanation of Responses:
1. Phantom stock units are credited to the reporting person's account on the transaction date in accordance with the provisions of the Clearwater Paper Corporation Deferred Compensation Plan for Directors and will be converted to cash and paid on a 1-for-1 basis with the issuer's common stock.
2. Phantom stock units will be converted to cash and paid upon the reporting person's termination from service with Clearwater Paper in accordance with the provisions of the Clearwater Paper Corporation Deferred Compensation Plan for Directors.
3. Phantom stock unit beneficial ownership represents phantom stock allocated to the reporting person's Deferred Compensation Account since the reporting person's last report. These phantom stock allocations represent an annual award grant for service from May 1, 2026 through April 30, 2027. These phantom stock units will vest May 1, 2027.
Remarks:
/s/ Carol K. Haugen, Attorney-in-Fact05/12/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR