CLW Form 4: Director Deferred 1,197.458 Phantom Stock Units

Rhea-AI Filing Summary

Jeanne M. Hillman, a director of Clearwater Paper Corp (CLW), was credited with 1,197.458 phantom stock units under the company's Deferred Compensation Plan for Directors on 10/01/2025.

The phantom units have a reported per‑unit value of $20.46 and are recorded as payable on a 1‑for‑1 basis with the issuer's common stock; the filing notes these units will be converted to cash and paid on the date previously elected by the reporting person, with a referenced date of 01/01/2031. The filing shows 1,197.458 common‑stock‑equivalent shares from these units and lists total beneficial ownership following the transaction as 8,562.561 shares (direct).

Positive

• 1,197.458 phantom stock units credited as deferred compensation to a director
• Phantom units convert to cash on a 1-for-1 basis with common stock, clarifying payout mechanics
• Filing discloses the elected payout date of 01/01/2031, providing timing transparency

Negative

• Deferred payout delays cash realization until the elected date (referenced 01/01/2031)
• No open-market purchases or exercises reported, so no immediate increase in tradable share liquidity

Insights

Corporate Governance Expert

Director deferred compensation credited: 1,197.458 phantom units on 10/01/2025.

The Form 4 documents a non‑cash compensation credit to Jeanne M. Hillman under Clearwater Paper's Deferred Compensation Plan for Directors, recording 1,197.458 phantom stock units at $20.46 per unit on 10/01/2025. These units convert to cash on a 1‑for‑1 basis with common stock and will be paid on the reporting person's previously elected payment date (noted as 01/01/2031).

This filing is administrative and routine: it reports director compensation deferrals rather than open‑market trades or option exercises, and lists resulting beneficial ownership as 8,562.561 shares (direct). The document contains no indication of sales, purchases of company stock for cash, or changes to voting control.

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

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).

1. Name and Address of Reporting Person^*

HILLMAN JEANNE M

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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

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
Phantom Stock Units(1)	$20.46	10/01/2025		A		1,197.458		01/01/2031(2)	01/01/2031(2)	Common Stock	1,197.458(3)	$20.46	8,562.561	D

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 on the date previously elected by the reporting person 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 deferred quarterly retainer meeting fees.

Remarks:

	/s/ Marc D. Rome, Attorney-in-Fact	10/03/2025
	** 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 did Jeanne M. Hillman report on the Form 4 for CLW?

The Form 4 reports crediting of 1,197.458 phantom stock units to Jeanne M. Hillman on 10/01/2025 under Clearwater Paper's deferred compensation plan.

How are the phantom stock units valued and paid out?

The units carry a reported value of $20.46 per unit and will be converted to cash and paid on a 1‑for‑1 basis with the issuer's common stock on the reporting person's elected payment date.

When will the credited phantom stock units be paid?

The filing notes the units will be paid on the date previously elected by the reporting person, with a referenced date of 01/01/2031.

How many shares of beneficial ownership does the filing show after the transaction?

The Form 4 lists beneficial ownership following the reported transaction as 8,562.561 shares (direct).

Does this Form 4 show any open-market purchases or sales by the director?

No. The Form 4 reports credited phantom stock units (deferred compensation), not open‑market purchases or sales.