Clearwater Paper director granted phantom stock units

HILLMAN JEANNE M reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

HILLMAN JEANNE M reported acquisition or exercise transactions in this Form 4 filing.

Clearwater Paper Corp director Jeanne M. Hillman received 8,391.608 phantom stock units valued at $14.30 per unit as an annual board compensation award for service from May 1, 2026 through April 30, 2027. These units vest on May 1, 2027 and will be settled in cash on a 1-for-1 basis with Clearwater Paper common stock after her service ends, bringing her total phantom stock holdings to 21,324.556 units.

Insider Trade Summary

Grant/Award: 8,391.608 shares

Grant/Award 1 txn

Insider HILLMAN JEANNE M

Role Director

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

Holdings After Transaction: Phantom Common Stock — 21,324.556 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 value per unit: $14.30 per unit Total phantom units after grant: 21,324.556 units +2 more

5 metrics

Phantom units granted 8,391.608 units Annual director award for service May 1, 2026–April 30, 2027

Grant value per unit $14.30 per unit Value used to credit phantom stock on May 8, 2026

Total phantom units after grant 21,324.556 units Phantom stock holdings following this award

Underlying common stock equivalent 1-for-1 ratio Each phantom unit paid in cash based on one common share

Vesting date May 1, 2027 Date phantom stock units vest under director plan

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 in accordance with the provisions of the Clearwater Paper Corporation Deferred Compensation Plan for Directors"

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 since the reporting person's last report."

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.

FAQ

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

What did Clearwater Paper (CLW) director Jeanne Hillman report in this Form 4?

Jeanne M. Hillman reported receiving 8,391.608 phantom stock units as a board compensation award. The units are tied to Clearwater Paper’s common stock value and increase her total phantom stock holdings to 21,324.556 units.

Is Jeanne Hillman buying or selling Clearwater Paper (CLW) stock in this transaction?

This transaction is a compensation grant, not an open-market stock trade. Hillman received phantom stock units credited to her deferred compensation account rather than buying or selling Clearwater Paper common shares in the market.

When do Jeanne Hillman’s new Clearwater Paper (CLW) phantom stock units vest and pay out?

The 8,391.608 phantom stock units vest on May 1, 2027. They will be converted to cash and paid after her termination of service with Clearwater Paper, under the Deferred Compensation Plan for Directors.

How are Clearwater Paper (CLW) phantom stock units valued for Jeanne Hillman’s award?

The award is based on a value of $14.30 per phantom stock unit, matching Clearwater Paper’s common stock value on the grant date. Each unit will ultimately be paid in cash on a 1-for-1 basis with common shares.

What period of service does Jeanne Hillman’s phantom stock award at Clearwater Paper (CLW) cover?

The phantom stock allocation represents an annual award for her board service from May 1, 2026 through April 30, 2027. It is part of Clearwater Paper’s Deferred Compensation Plan for Directors.

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

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Accepted by SEC EDGAR 05/12/2026 - 06:03 PM EDT 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^*

HILLMAN JEANNE M

(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	21,324.556	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)