Clearwater Paper (CLW) SVP Rome has 648 shares withheld for RSU tax obligations

Rhea-AI Filing Summary

Clearwater Paper Corp senior vice president and general counsel Marc D. Rome reported routine tax-related share dispositions tied to vesting restricted stock units. On March 15, 2026, a total of 648 shares of common stock were withheld by the company to satisfy tax withholding requirements on his 2024 and 2025 restricted stock unit grants that vested on that date. These are Form F transactions for tax-withholding, not open-market sales. After these withholdings, Rome directly holds 19,100 shares of Clearwater Paper common stock.

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^*

Rome Marc 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)
	SVP, Gen. Counsel & Corp. Sec.

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		355	D	$13.11	19,393	D
Common Stock(2)	03/15/2026		F		293	D	$13.11	19,100	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.

2. 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 March 15, 2026.

Remarks:

	/s/ Marc D. Rome	03/17/2026
	** 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.

FAQ

What insider transaction did Clearwater Paper (CLW) report for Marc D. Rome?

Clearwater Paper reported that Marc D. Rome had 648 shares of common stock withheld to cover tax obligations on vested restricted stock units. These Form 4 transactions are coded F, representing tax-withholding dispositions rather than open-market purchases or sales.

Were Marc D. Rome’s Clearwater Paper (CLW) Form 4 transactions open-market sales?

No, the Form 4 shows tax-withholding dispositions, not open-market sales. Clearwater Paper withheld shares to satisfy tax requirements when Rome’s 2024 and 2025 restricted stock unit grants vested on March 15, 2026, according to the footnotes.

How many Clearwater Paper (CLW) shares were withheld for Marc D. Rome’s taxes?

A total of 648 shares of Clearwater Paper common stock were withheld. One transaction covered 355 shares from the 2025 restricted stock unit grant and another covered 293 shares from the 2024 grant, both vesting on March 15, 2026.

How many Clearwater Paper (CLW) shares does Marc D. Rome hold after the Form 4 transactions?

Following the reported tax-withholding dispositions, Marc D. Rome directly holds 19,100 shares of Clearwater Paper common stock. This figure reflects his position after the company withheld shares to cover tax obligations on his vested restricted stock units.

What do the F-coded transactions mean in the Clearwater Paper (CLW) Form 4?

The F code indicates payment of tax liability by delivering securities. In this case, Clearwater Paper withheld shares from Marc D. Rome’s vested restricted stock units to satisfy tax withholding requirements, rather than executing open-market sales on an exchange.

Which equity awards triggered the share withholding for Clearwater Paper (CLW) insider Marc D. Rome?

The share withholdings relate to Rome’s 2024 and 2025 restricted stock unit grants. Footnotes explain that shares were withheld when these RSU awards vested on March 15, 2026, in order to cover associated tax withholding obligations.