Clearwater Paper (CLW) SVP awarded 11,422 RSUs vesting through 2029

Rhea-AI Filing Summary

Clearwater Paper Corp senior vice president and general counsel Marc D. Rome received an equity award on February 26, 2026. He was granted 11,422 restricted stock units that settle into common stock on a one-for-one basis, increasing his directly held interest to 19,748 common shares.

The award vests in stages, with 33% vesting on March 15, 2027, 33% on March 15, 2028, and 34% on March 15, 2029, assuming continued employment. During this vesting period, dividend equivalents on the units will be converted into additional restricted stock units.

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^*

Rome Marc D.

(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, Gen. Counsel & Corp. Sec.

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		11,422(2)	A	$0	19,748	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	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 Marc D. Rome?

Clearwater Paper reported that Marc D. Rome received a grant of 11,422 restricted stock units on February 26, 2026. These units convert into common shares one-for-one and are a form of equity-based compensation rather than an open-market stock purchase.

How many Clearwater Paper (CLW) shares does Marc D. Rome hold after this Form 4?

Following the award, Marc D. Rome beneficially owns 19,748 shares of Clearwater Paper common stock directly. This figure reflects his holdings after the grant of 11,422 restricted stock units reported in the transaction summary of the Form 4 filing.

What type of equity award did Clearwater Paper (CLW) grant to Marc D. Rome?

Marc D. Rome received an award of restricted stock units, or RSUs, that settle only in Clearwater Paper common stock on a one-for-one basis. RSUs are a stock-based compensation vehicle that typically vest over time, aligning management’s interests with shareholders.

What is the vesting schedule for Marc D. Rome’s Clearwater Paper (CLW) RSUs?

The RSU grant vests in three installments: 33% on March 15, 2027, 33% on March 15, 2028, and 34% on March 15, 2029. Vesting is contingent on his continued employment through each respective vesting date with Clearwater Paper.

Do Marc D. Rome’s Clearwater Paper (CLW) RSUs receive dividends before vesting?

The RSUs themselves do not receive cash dividends, but dividend equivalents accrue. During the vesting period, an amount equal to dividends that would have been paid on the RSUs is converted into additional RSUs, which can increase the total units he receives.

Was Marc D. Rome’s Clearwater Paper (CLW) RSU grant a market purchase?

No, the filing classifies the transaction with code “A” as a grant, award, or other acquisition. This indicates the 11,422 RSUs were awarded as compensation, not bought in the open market, and therefore carried a reported price of zero dollars per unit.