Clearwater Paper (NYSE: CLW) awards 15,220 RSUs to its CFO

Rhea-AI Filing Summary

Clearwater Paper Corp reported that its SVP and CFO, Sherri Baker, acquired 15,220 shares of common stock through a grant of restricted stock units (RSUs) on February 26, 2026. The RSUs were granted at no cash cost and can be settled one-for-one in common shares.

The award will vest in stages, with 33%, 33%, and 34% of the RSUs vesting on March 15, 2027, March 15, 2028, and March 15, 2029, assuming continued employment. Dividend equivalents during the vesting period will be converted into additional RSUs. After this grant, Baker directly holds 46,574 shares of Clearwater Paper 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

OMB APPROVAL

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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^*

Baker Sherri

(Last) (First) (Middle)

601 W RIVERSIDE AVE SUITE 300

(Street)

SPOKANE WA 99201

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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(1)	02/26/2026		A		15,220(2)	A	$0	46,574	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. 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 RSUs that will vest 33%, 33%, 34% on March 15, 2027, 2028 and 2029, 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	03/02/2026
	** 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 transaction did Clearwater Paper (CLW) report for Sherri Baker?

Clearwater Paper reported that SVP and CFO Sherri Baker received 15,220 restricted stock units. These RSUs are a stock-based compensation grant that can convert into common shares on a one-for-one basis, increasing her direct ownership stake in the company over time.

How many Clearwater Paper shares does Sherri Baker own after this Form 4?

After the restricted stock unit grant, Sherri Baker directly owns 46,574 shares of Clearwater Paper common stock. This total reflects her increased equity stake following the 15,220 RSU award disclosed in the Form 4 insider transaction filing.

What are the vesting terms of Sherri Baker’s 15,220 RSU award at Clearwater Paper?

The 15,220 RSUs vest in three tranches: 33%, 33%, and 34% on March 15, 2027, 2028, and 2029. Vesting is contingent on continued employment, so she must remain with Clearwater Paper through each vesting date to receive the underlying shares.

Does Sherri Baker receive dividends on her Clearwater Paper RSUs?

During the vesting period, an amount equal to dividends that would have been paid on the RSUs is converted into additional RSUs. This means she does not receive cash dividends directly on RSUs but gains more units that can later settle into shares.

Was cash paid for the 15,220 Clearwater Paper RSUs granted to Sherri Baker?

No cash was paid for this RSU grant; the transaction price per share is reported as 0.0000. The award represents equity-based compensation, giving Sherri Baker potential future shares without an upfront purchase cost.

What type of insider transaction code was used in Clearwater Paper’s Form 4?

The transaction is coded “A” for a grant, award, or other acquisition of securities. In this case, it represents a grant of restricted stock units to SVP and CFO Sherri Baker as part of her equity compensation package.