What event triggered the share withholding in Clearwater Paper (CLW)’s Form 4?

The withholding was triggered by the vesting of Passarello’s 2024 restricted stock unit grant on May 15, 2026. At settlement, Clearwater Paper retained 179 shares to satisfy tax withholding requirements associated with that RSU vesting event.

[Form 4] Clearwater Paper Corp Insider Trading Activity

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Clearwater Paper Corp senior vice president Mathew D. Passarello reported a routine tax-related share disposition. On May 15, 2026, 179 shares of common stock were withheld by the company at $13.72 per share to satisfy tax withholding for his 2024 restricted stock unit grant that vested that day. Following this withholding, he directly holds 26,214 shares of Clearwater Paper common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Passarello Mathew D

Role Sr. V.P.

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	179	$13.72	$2K

Holdings After Transaction: Common Stock — 26,214 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 179 shares Withholding price per share: $13.72 per share Shares held after transaction: 26,214 shares +2 more

5 metrics

Shares withheld for taxes 179 shares Tax-withholding disposition on May 15, 2026

Withholding price per share $13.72 per share Value used for tax-withholding shares

Shares held after transaction 26,214 shares Direct ownership after May 15, 2026 withholding

Transaction code F Tax-withholding disposition of common stock

Security title Common Stock Underlying security in Form 4 transaction

Key Terms

restricted stock units, tax withholding requirements, tax-withholding disposition, Form 4

4 terms

restricted stock units financial

"2024 grant of restricted stock units that vested May 15, 2026"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding requirements financial

"shares withheld by Clearwater Paper Corporation to satisfy tax withholding requirements"

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 05:18 PM

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^*

Passarello Mathew D

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. V.P.

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	05/15/2026		F		179	D	$13.72	26,214	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares withheld by Clearwater Paper Corporation to satisfy tax withholding requirements due at settlement of the 2024 grant of restricted stock units that vested May 15, 2026.

Remarks:

	/s/Marc D. Rome, Attorney-in-Fact	05/19/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Clearwater Paper (CLW) report for Mathew D. Passarello?

Clearwater Paper reported that senior vice president Mathew D. Passarello had 179 shares of common stock withheld on May 15, 2026. The shares were withheld to cover tax obligations tied to his 2024 restricted stock unit grant that vested on that date.

Was the Clearwater Paper (CLW) Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition coded “F,” not an open-market sale. The company withheld 179 shares at $13.72 per share to satisfy tax withholding when restricted stock units vested on May 15, 2026.

How many Clearwater Paper (CLW) shares were withheld for taxes in this Form 4?

The filing shows 179 shares of Clearwater Paper common stock were withheld. These shares were retained by the company to satisfy Passarello’s tax withholding obligations linked to the settlement of his 2024 restricted stock unit grant upon vesting.

At what price were the withheld Clearwater Paper (CLW) shares valued in the Form 4?

The withheld shares were valued at $13.72 per share, according to the Form 4. This price was used to determine the number of Clearwater Paper shares needed to cover Passarello’s tax withholding at RSU vesting.

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

After the tax-withholding disposition, Passarello directly holds 26,214 shares of Clearwater Paper common stock. This figure reflects his remaining direct ownership following the 179 shares withheld by the company for tax purposes on May 15, 2026.