LAYMON JOE W 4

What Happened
Joe W. Laymon, a director of Clearwater Paper Corporation (CLW), was credited on 2026-05-08 with 8,391.608 phantom stock units as an award under the company's Deferred Compensation Plan for Directors. The filing values the award at $14.30 per share, totaling $120,000. This was an awards/grant transaction (derivative phantom units), not an open-market purchase or sale.

Key Details

• Transaction date: 2026-05-08; Form 4 filed: 2026-05-12. (Filing occurred several days after the transaction; the filing does not explicitly note timeliness status.)
• Award: 8,391.608 phantom stock units; per-unit valuation used: $14.30; total reported value: $120,000.
• Shares/units owned after transaction: filing reports the awarded phantom units but does not specify total holdings after the grant.
• Footnotes:
  • F1: Phantom units credited on the transaction date and will be converted to cash and paid on a 1-for-1 basis with the issuer's common stock.
  • F2: Phantom units will be converted to cash and paid upon the reporting person's termination from service.
  • F3: These units represent an annual award for service from May 1, 2026 through April 30, 2027 and will vest on May 1, 2027.
• Transaction code: A = Award/Grant (derivative phantom stock units).

Context
This was a deferred-compensation director award (phantom stock units) rather than a direct stock purchase or sale. According to the footnotes, the units vest on May 1, 2027 and are payable in cash (converted 1-for-1 with common stock) upon vesting/termination per plan terms. Such grants are routine for board compensation and do not represent an immediate change in common stock ownership on the open market.