Clearwater Paper director granted phantom stock units

Nelson Ann C reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Nelson Ann C reported acquisition or exercise transactions in this Form 4 filing.

Clearwater Paper Corp director Ann C. Nelson received an award of 8,391.608 phantom common stock units on May 8, 2026 under the company’s Deferred Compensation Plan for Directors. These units track Clearwater Paper’s common stock on a 1-for-1 basis but are settled in cash, not shares.

The award represents the annual grant for board service from May 1, 2026 through April 30, 2027 and will vest on May 1, 2027. Following this grant, Nelson’s deferred compensation account reflects a total of 30,593.613 phantom stock units, which will be paid in cash after her service with Clearwater Paper ends.

Insider Trade Summary

Grant/Award: 8,391.608 shares

Grant/Award 1 txn

Insider Nelson Ann C

Role Director

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

Holdings After Transaction: Phantom Common Stock — 30,593.613 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 units granted: 8,391.608 units Grant reference price: $14.30 per unit Total phantom units after grant: 30,593.613 units +2 more

5 metrics

Phantom units granted 8,391.608 units Grant on May 8, 2026 under Deferred Compensation Plan for Directors

Grant reference price $14.30 per unit Transaction price per phantom common stock unit

Total phantom units after grant 30,593.613 units Phantom stock balance following the reported transaction

Service period covered May 1, 2026–April 30, 2027 Board service period tied to this annual phantom stock award

Vesting date May 1, 2027 Date on which the reported phantom stock units will vest

Key Terms

Phantom Common Stock, Deferred Compensation Plan for Directors, phantom stock units, beneficial ownership

4 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 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.

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.

FAQ

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

What did Clearwater Paper (CLW) director Ann C. Nelson report on this Form 4?

Ann C. Nelson reported receiving 8,391.608 phantom common stock units as a grant under Clearwater Paper’s Deferred Compensation Plan for Directors. The units were credited on May 8, 2026, increasing her total phantom stock holdings in the plan to 30,593.613 units.

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

The phantom common stock units are bookkeeping entries in a deferred compensation account that track Clearwater Paper’s common stock on a 1-for-1 basis. They do not deliver actual shares; instead, they will be converted to cash and paid out based on the stock’s value.

When do Ann C. Nelson’s new Clearwater Paper (CLW) phantom stock units vest?

These phantom stock units vest on May 1, 2027. The footnotes explain that this grant represents the annual award for board service from May 1, 2026 through April 30, 2027, with vesting scheduled one year after the service period begins.

How many Clearwater Paper (CLW) phantom stock units does Ann C. Nelson hold after this transaction?

After receiving 8,391.608 new phantom stock units, Ann C. Nelson’s deferred compensation account totals 30,593.613 phantom stock units. This figure reflects her cumulative phantom stock allocations reported to date under Clearwater Paper’s Deferred Compensation Plan for Directors.

Are the Clearwater Paper (CLW) phantom stock units acquired by Ann C. Nelson open-market purchases?

No. The Form 4 classifies the transaction with code A, a grant or award acquisition. Footnotes clarify the phantom stock units are credited under Clearwater Paper’s Deferred Compensation Plan for Directors, not bought on the open market.

When will Ann C. Nelson receive cash for her Clearwater Paper (CLW) phantom stock units?

According to the footnotes, the phantom stock units will be converted to cash and paid on a 1-for-1 basis with Clearwater Paper common stock after her termination from service with the company, consistent with the director deferred compensation plan terms.

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

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Accepted by SEC EDGAR 05/12/2026 - 06:05 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^*

Nelson Ann C

(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	30,593.613	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)