Clearwater Paper director granted phantom stock units

TOELDTE ALEXANDER reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

TOELDTE ALEXANDER reported acquisition or exercise transactions in this Form 4 filing.

Clearwater Paper Corp director Alexander Toeldte received a compensation-related phantom stock award, not an open-market trade. On May 8, 2026, he was granted 8,391.608 phantom common stock units at $14.30 per unit under the Deferred Compensation Plan for Directors, bringing his total phantom units to 46,856.445. These units relate to board service from May 1, 2026 through April 30, 2027 and will vest on May 1, 2027, then be paid in cash based on Clearwater Paper’s common stock.

Insider Trade Summary

Grant/Award: 8,391.608 shares

Grant/Award 1 txn

Insider TOELDTE ALEXANDER

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Common Stock	8,391.608	$14.30	$120K

Holdings After Transaction: Phantom Common Stock — 46,856.445 contracts (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.

Key Figures

Phantom stock units granted: 8,391.608 units Grant reference price: $14.30 per unit Total phantom units after grant: 46,856.445 units +2 more

5 metrics

Phantom stock units granted 8,391.608 units Grant on May 8, 2026 for director service

Grant reference price $14.30 per unit Phantom Common Stock grant value basis

Total phantom units after grant 46,856.445 units Holdings following reported transaction

Service period for award May 1, 2026–April 30, 2027 Board service period covered by grant

Vesting date May 1, 2027 Phantom stock units vesting under plan

Key Terms

Phantom Common Stock, Deferred Compensation Plan for Directors, phantom stock units, annual award grant, +1 more

5 terms

Phantom Common Stock financial

"security_title: "Phantom Common Stock""

Deferred Compensation Plan for Directors financial

"in accordance with the provisions of 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 will be converted to cash and paid upon the reporting person's termination from service"

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.

annual award grant financial

"These phantom stock allocations represent an annual award grant for service from May 1, 2026 through April 30, 2027."

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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Clearwater Paper (CLW) director Alexander Toeldte report on this Form 4?

Director Alexander Toeldte reported receiving a grant of 8,391.608 phantom common stock units. The award was made under Clearwater Paper’s Deferred Compensation Plan for Directors as part of his board service compensation, not as an open-market stock purchase or sale.

How many phantom stock units does Alexander Toeldte hold after this CLW Form 4 transaction?

After the reported grant, Alexander Toeldte holds 46,856.445 phantom common stock units. This figure reflects his accumulated phantom stock balance in the Deferred Compensation Plan for Directors, including the new award credited for the May 2026–April 2027 service period.

When do the newly granted Clearwater Paper phantom stock units vest for Alexander Toeldte?

The newly granted phantom stock units vest on May 1, 2027. They represent an annual award for director service from May 1, 2026 through April 30, 2027, under Clearwater Paper’s Deferred Compensation Plan for Directors, and vesting must occur before payment is made.

How will Alexander Toeldte’s Clearwater Paper phantom stock units be paid out?

The phantom stock units will be converted to cash and paid on a 1-for-1 basis with Clearwater Paper’s common stock. Payment occurs under the Deferred Compensation Plan for Directors upon Toeldte’s termination from service with the company, according to the plan’s provisions.

Is the Form 4 transaction by Alexander Toeldte a market trade in Clearwater Paper common stock?

No, this Form 4 reports a grant of phantom stock units, not a market trade. The award is a deferred cash-based compensation tied to Clearwater Paper’s common stock value, granted under the company’s Deferred Compensation Plan for Directors for his board service.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/12/2026 - 06:06 PM Learn about SEC filing dates

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).

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^*

TOELDTE ALEXANDER

(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)

X	Director		10% 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)

X	Form 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)
			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 Common Stock(1)	$14.3	05/08/2026		A		8,391.608		(2)	(2)	Common Stock	8,391.608(3)	$14.3	46,856.445	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 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-fact	05/12/2026
	** 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.
* Form 4: SEC 1474 (03-26)