Clearwater Paper (NYSE: CLW) SVP has 81 shares withheld for taxes

Rhea-AI Filing Summary

Clearwater Paper Corp executive Marc D. Rome, SVP, General Counsel and Corporate Secretary, reported a small share withholding related to equity compensation. On January 15, 2026, 81 shares of Clearwater Paper common stock were withheld at a price of $20.33 per share to cover tax obligations arising from the vesting of a 2024 restricted stock unit grant. After this withholding, Rome directly beneficially owns 8,326 shares of Clearwater Paper common stock. This filing reflects an administrative tax-settlement event rather than an open-market sale.

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^*

Rome Marc D.

(Last) (First) (Middle)

601 W RIVERSIDE AVE. SUITE 1100

(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)
01/15/2026

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)	01/15/2026		F		81	D	$20.33	8,326	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 shares withheld by Clearwater Paper Corporation to satisfy tax withholding requirements due at settlement of the 2024 grant of restricted stock units that vested January 15, 2026.

Remarks:

	/s/ Marc D. Rome	01/20/2026
	** 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 Corp reported that Marc D. Rome, its SVP, General Counsel and Corporate Secretary, had 81 shares of common stock withheld on January 15, 2026 to satisfy tax withholding requirements tied to a vested restricted stock unit grant.

Was the Clearwater Paper (CLW) insider transaction an open-market sale?

No. The 81 Clearwater Paper common shares were withheld by the company to satisfy tax withholding obligations upon settlement of a 2024 restricted stock unit grant that vested on January 15, 2026, rather than sold in the open market.

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

Following the reported tax withholding transaction, Marc D. Rome beneficially owns 8,326 shares of Clearwater Paper common stock in direct ownership.

What does transaction code "F" mean in this Clearwater Paper (CLW) Form 4?

In this Form 4, transaction code "F" indicates that 81 shares of Clearwater Paper common stock were used to pay tax withholding due upon the vesting and settlement of equity awards, specifically a 2024 restricted stock unit grant.

At what price were the withheld Clearwater Paper (CLW) shares valued for tax purposes?

The 81 Clearwater Paper common shares withheld for taxes were valued at $20.33 per share for the reported transaction on January 15, 2026.

What type of equity award led to the share withholding reported by Clearwater Paper (CLW)?

The share withholding resulted from the settlement of a 2024 grant of restricted stock units that vested on January 15, 2026, triggering tax withholding satisfied by 81 Clearwater Paper common shares.