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Director at Clearwater Paper (NYSE: CLW) awarded phantom stock units as deferred pay

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Clearwater Paper Corp director Jeanne M. Hillman received a grant of 1,676.934 phantom stock units on April 1, 2026 under the company’s Deferred Compensation Plan for Directors. These units, valued using a reference price of $14.61 per unit, represent deferred quarterly retainer and meeting fees. Hillman now holds a total of 11,623.676 phantom stock units, which will be converted to cash on a 1-for-1 basis with Clearwater Paper common stock and paid on dates she previously elected.

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Insider HILLMAN JEANNE M
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock Units 1,676.934 $14.61 $25K
Holdings After Transaction: Phantom Stock Units — 11,623.676 shares (Direct)
Footnotes (1)
  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. 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. 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.
Phantom units granted 1,676.934 units Grant on April 1, 2026 to director Jeanne M. Hillman
Reference grant price $14.61 per unit Price used for phantom stock unit grant
Total phantom units after grant 11,623.676 units Director’s phantom stock balance following transaction
Underlying common stock linkage 1-for-1 basis Phantom units converted to cash based on CLW common stock
Transaction code A (grant/award acquisition) Form 4 derivative transaction classification
Exercise/expiration date January 1, 2031 Reported exercise and expiration date for phantom units
Phantom Stock Units financial
"Phantom stock units are credited to the reporting person's account on the transaction date"
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.
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.
beneficial ownership financial
"Phantom stock unit beneficial ownership represents phantom stock allocated to the reporting person's Deferred Compensation Account"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
HILLMAN JEANNE M
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Units(1)$14.6104/01/2026A1,676.93401/01/2031(2)01/01/2031(2)Common Stock1,676.934(3)$14.6111,623.676D
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-Fact04/03/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did CLW director Jeanne Hillman report?

Director Jeanne M. Hillman reported receiving 1,676.934 phantom stock units as a grant. The units were credited as part of deferred quarterly retainer and meeting fees under Clearwater Paper’s Deferred Compensation Plan for Directors, rather than through an open-market stock purchase or sale.

What are phantom stock units in the Clearwater Paper (CLW) Form 4?

The phantom stock units track the value of Clearwater Paper common stock on a 1-for-1 basis in cash. They are credited to the director’s deferred compensation account and later converted to cash, providing equity-linked compensation without issuing actual shares or voting rights to the director.

How many phantom stock units does the CLW director hold after this grant?

After this grant, Jeanne M. Hillman holds 11,623.676 phantom stock units. This total reflects phantom stock allocated to her deferred compensation account since her last report, representing previously deferred quarterly director retainer and meeting fees accumulated over time.

At what reference price were the CLW phantom stock units granted?

The 1,676.934 phantom stock units were granted using a reference price of $14.61 per unit. This price is used for accounting and reporting under the Form 4 and links the deferred compensation value to Clearwater Paper’s common stock performance for the director.

When will the Clearwater Paper phantom stock units be paid to the director?

The phantom stock units will be converted to cash and paid on dates previously elected by the director. Those payments follow the terms of Clearwater Paper’s Deferred Compensation Plan for Directors, which governs timing of cash settlement instead of immediate share delivery.

Is this CLW Form 4 an open-market buy or sell of stock?

No, this Form 4 reflects a grant of phantom stock units as deferred compensation, not an open-market trade. The transaction is coded as a grant or award acquisition and will eventually be settled in cash linked to Clearwater Paper’s common stock value.