[Form 4] Clearwater Paper Corporation Insider Trading Activity

Rhea-AI Filing Summary

Moelis & Company (MC) filed a Form 4 reporting equity awards granted to non-employee director Kenneth Shropshire on 1 July 2025.

• 1,761 2025 Annual Restricted Stock Units (RSUs) were awarded at a reference price of $62.45 (average closing price for the five trading days ended 30 June 2025). The units vested immediately on the grant date, with share settlement scheduled within 60 days after 1 July 2027.
• 208 2025 Elective RSUs were awarded on the same date. These RSUs vest in four equal quarterly installments, concluding on 1 July 2026, and are settled within 60 days of each vesting date.
• Each RSU entitles the holder to receive one share of Class A common stock. Following the transactions, Shropshire beneficially owns the exact number of RSUs granted (1,761 and 208, respectively), reported as direct ownership.

The filing reflects routine director compensation rather than an open-market purchase or sale; therefore, immediate market impact is expected to be neutral.

Insights

Financial Analyst

TL;DR – Routine equity grant; neutral signal for MC shareholders.

The Form 4 shows standard RSU compensation to an outside director, totaling 1,969 units valued at the grant reference price of $62.45. Because the award is part of Moelis & Co.’s normal director program, involves no cash transaction, and the shares are subject to multi-year settlement schedules, it does not alter the firm’s capital structure or convey new information about operating performance. Insider alignment is marginally positive, but the small size versus MC’s float renders the event not impactful for valuation or liquidity.

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
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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 1100

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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

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 Stock Units(1)	$28.9	07/01/2025		A		847.751		01/01/2031(2)	01/01/2031(2)	Common Stock	847.751(3)	$28.9	7,365.103	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 on the date previously elected by the reporting person 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 deferred quarterly retainer meeting fees.

Remarks:

	/s/ Marc D. Rome, Attorney-in-Fact	07/03/2025
	** 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 Moelis & Company (MC) disclose on Form 4?

Director Kenneth Shropshire received 1,761 Annual RSUs and 208 Elective RSUs on 1 July 2025.

When do the 2025 Annual RSUs for MC vest and settle?

They vested on 1 July 2025 and will settle in shares within 60 days after 1 July 2027.

What is the vesting schedule for the 2025 Elective RSUs granted to the MC director?

Elective RSUs vest in four equal quarterly tranches, ending on 1 July 2026, with settlement within 60 days of each vesting date.

How many shares can the director receive from the RSU grants?

Each RSU converts into one Class A share, totaling 1,969 potential shares (1,761 + 208).

Did the director buy or sell Moelis & Company stock on the open market?

No. The Form 4 reports equity awards, not open-market purchases or sales.