Clearwater Paper (NYSE: CLW) SVP RSU vesting leads to tax share withholding

Rhea-AI Filing Summary

Clearwater Paper Corp senior vice president Mathew D. Passarello reported a routine tax-withholding transaction. On March 15, 2026, 390 shares of common stock were withheld by the company at $13.11 per share to cover taxes due on vested 2025 restricted stock units, leaving him with 26,393 directly held shares.

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^*

Passarello Mathew D

(Last) (First) (Middle)

601 W RIVERSIDE AVE. SUITE 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)
03/15/2026

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)	03/15/2026		F		390	D	$13.11	26,393	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 2025 grant of restricted stock units that vested March 15, 2026.

Remarks:

	/s/Marc D. Rome, Attorney-in-Fact	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Clearwater Paper (CLW) executive Mathew D. Passarello report on this Form 4?

Mathew D. Passarello reported that 390 shares of Clearwater Paper common stock were withheld on March 15, 2026. The shares were used to satisfy tax withholding obligations tied to his 2025 restricted stock unit grant when it vested, rather than being sold in the open market.

Was the Clearwater Paper (CLW) Form 4 a stock sale by the executive?

No, the filing shows a tax-withholding disposition, not an open-market sale. Clearwater Paper withheld 390 shares to cover taxes due at settlement of a 2025 restricted stock unit grant that vested on March 15, 2026, a common administrative step for equity compensation.

How many Clearwater Paper (CLW) shares were withheld for taxes and at what price?

Clearwater Paper withheld 390 shares of common stock from Mathew D. Passarello at $13.11 per share. This withholding satisfied tax requirements linked to the vesting of his 2025 restricted stock unit grant on March 15, 2026, according to the Form 4 footnote disclosure.

How many Clearwater Paper (CLW) shares does Mathew D. Passarello hold after this transaction?

After the tax-withholding transaction, Mathew D. Passarello directly holds 26,393 shares of Clearwater Paper common stock. The Form 4 indicates this total ownership following the 390-share withholding related to the vesting of his 2025 restricted stock unit grant on March 15, 2026.

What triggered the tax-withholding transaction for Clearwater Paper (CLW) executive Mathew D. Passarello?

The transaction was triggered by the vesting of a 2025 restricted stock unit grant on March 15, 2026. To meet tax withholding requirements at settlement, Clearwater Paper withheld 390 shares of common stock from Mathew D. Passarello instead of requiring a separate cash payment for the taxes.

Does this Clearwater Paper (CLW) Form 4 indicate a change in the executive’s investment view?

The Form 4 reflects routine tax withholding on vested restricted stock units, not a discretionary stock sale. Shares were withheld by Clearwater Paper to cover taxes, a standard feature of equity compensation programs, so it does not directly reflect a change in the executive’s market outlook.