Clearwater Paper (CLW) SVP Steve Bowden receives 13,278-stock-unit grant

Rhea-AI Filing Summary

Clearwater Paper Corp senior vice president Steve M. Bowden reported an equity compensation grant in the form of restricted stock units (RSUs) tied to the company’s common stock. He acquired 13,278 RSUs, each convertible into one share of common stock when settled.

The award will vest in three tranches, with 33%, 33% and 34% scheduled to vest on March 15, 2027, 2028 and 2029, assuming continued employment. During the vesting period, dividend equivalents on these RSUs will be converted into additional RSUs. Following this grant, Bowden’s directly held common stock (including RSU-related holdings) is reported at 81,794 shares, reflecting a meaningful long-term, stock-based component in his compensation.

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^*

Bowden Steve M

(Last) (First) (Middle)

601 W RIVERSIDE AVE STE 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)
	Sr. V.P.

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		13,278(2)	A	$0	81,794	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, Attorney-in-Fact	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 Steve M. Bowden?

Clearwater Paper reported that senior vice president Steve M. Bowden received an equity compensation grant of 13,278 restricted stock units. These RSUs convert one-for-one into common shares upon settlement and represent a non-cash award tied to future vesting conditions and continued employment.

How many Clearwater Paper (CLW) RSUs were granted to Steve M. Bowden?

Steve M. Bowden was granted 13,278 restricted stock units linked to Clearwater Paper common stock. Each RSU can be settled into one share, making the award a sizeable long-term incentive that directly aligns his compensation with future company share performance over several years.

What is the vesting schedule for Steve M. Bowden’s Clearwater Paper (CLW) RSU award?

The RSU award vests in three installments: 33%, 33% and 34% on March 15, 2027, 2028 and 2029. Vesting is conditioned on his continued employment, tying the ultimate receipt of shares to multi-year service with Clearwater Paper Corporation.

Do Clearwater Paper (CLW) RSUs granted to Steve M. Bowden receive dividends?

During the vesting period, an amount equal to dividends that would have been paid on the RSUs is converted into additional RSUs. This means Bowden’s award can grow over time as dividend-equivalent amounts are reinvested into more restricted stock units rather than being paid in cash.

What is Steve M. Bowden’s total Clearwater Paper (CLW) shareholding after this RSU grant?

After the reported RSU grant, Steve M. Bowden’s total directly held common stock position is disclosed as 81,794 shares. This figure reflects his ownership following the award and highlights the scale of his equity-based stake in Clearwater Paper’s future performance.

Was cash involved in Steve M. Bowden’s Clearwater Paper (CLW) Form 4 transaction?

No cash payment was reported for this Form 4 transaction, as the RSUs were granted at a price of $0.00 per unit. This characterizes the transaction as a non-cash equity compensation award rather than an open-market purchase of Clearwater Paper common shares.