Director at Clearwater Paper (NYSE: CLW) awarded new phantom stock units

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Clearwater Paper Corp director John P. O'Donnell received a grant of 8,391.608 phantom common stock units on May 8, 2026 as compensation. These units are credited under the Clearwater Paper Corporation Deferred Compensation Plan for Directors at a reference price of $14.30 per unit and track the value of the company’s common stock on a 1-for-1 basis.

The award represents the annual grant for board service from May 1, 2026 through April 30, 2027 and will vest on May 1, 2027. After this grant, O'Donnell holds a total of 43,574.528 phantom stock units in his deferred compensation account, which will be converted to cash and paid after his service with the company ends.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider O'Donnell John P

Role null

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

Holdings After Transaction: Phantom Common Stock — 43,574.528 shares (Direct, null)

Footnotes (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 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. 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 Reference price per unit: $14.30 per unit Total phantom units after grant: 43,574.528 units +3 more

6 metrics

Phantom units granted 8,391.608 units Grant on May 8, 2026

Reference price per unit $14.30 per unit Phantom common stock grant

Total phantom units after grant 43,574.528 units Holdings following transaction

Underlying security shares 8,391.608 shares Common stock equivalent basis

Service period for award May 1, 2026–April 30, 2027 Annual director service award window

Vesting date May 1, 2027 Phantom stock units vesting

Key Terms

Phantom stock units, Deferred Compensation Plan for Directors, beneficial ownership, vest

4 terms

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.

vest financial

"These phantom stock units will vest May 1, 2027."

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

Form 4 Insider Transactions: What Each Field Means →

05/12/2026 - 06:05 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^*

O'Donnell John P

(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)
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)

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)
Phantom Common Stock⁽¹⁾	$14.3	05/08/2026		A		8,391.608		⁽²⁾	⁽²⁾	Common Stock	8,391.608⁽³⁾	$14.3	43,574.528	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Clearwater Paper (CLW) report for John P. O'Donnell?

Clearwater Paper reported that director John P. O'Donnell received 8,391.608 phantom common stock units on May 8, 2026. This was a compensation-related grant under the company’s Deferred Compensation Plan for Directors, not an open-market stock purchase or sale.

What are the terms of the phantom stock grant reported by Clearwater Paper (CLW)?

The grant covers 8,391.608 phantom stock units credited at $14.30 per unit. These units track Clearwater Paper’s common stock value on a 1-for-1 basis and will ultimately be settled in cash rather than shares when O'Donnell’s service ends.

For what service period was John P. O'Donnell’s phantom stock grant at Clearwater Paper (CLW) awarded?

The phantom stock allocation represents an annual award for O'Donnell’s board service from May 1, 2026 through April 30, 2027. This timing ties the grant directly to a defined year of director service at Clearwater Paper Corporation.

When do John P. O'Donnell’s Clearwater Paper (CLW) phantom stock units vest and pay out?

The phantom stock units granted to O'Donnell will vest on May 1, 2027. They will be converted to cash and paid in accordance with the Deferred Compensation Plan after his termination from service with Clearwater Paper Corporation.

How many Clearwater Paper (CLW) phantom stock units does John P. O'Donnell hold after this Form 4?

Following the reported grant, O'Donnell holds a total of 43,574.528 phantom stock units. These units are maintained in his Deferred Compensation Account and are designed to mirror Clearwater Paper’s common stock value over time.