O'Donnell John P 4

4 · Clearwater Paper Corp · Filed May 12, 2026

AI-generated summary of this filing

Updated May 12, 2026

Clearwater Paper (CLW) Director John O'Donnell Receives Award

What Happened

John P. O'Donnell, a director of Clearwater Paper Corporation, was granted 8,391.608 phantom stock units on 2026-05-08 valued at $14.30 each, totaling $120,000. This filing reports an award (transaction code A) under the company's Deferred Compensation Plan for Directors. These are phantom (derivative) units — not immediate common shares — that are payable in cash on a 1-for-1 basis with the issuer's common stock.

Key Details

Transaction date: 2026-05-08; Filing date: 2026-05-12 (filed within the SEC two-business-day window).
Units granted: 8,391.608 phantom stock units at $14.30 per unit; aggregate value $120,000.
Shares owned after transaction: Not specified in the Form 4 summary provided.
Notable footnotes:
- F1: Units credited to reporting person's deferred compensation account and convert to cash 1-for-1 with common stock.
- F2: Units will be converted to cash and paid upon termination of service.
- F3: These units represent an annual award for service from May 1, 2026 through April 30, 2027 and will vest May 1, 2027.
Transaction type: Award/grant (compensation), not an open-market purchase or sale.

Context

Phantom stock units are a form of deferred, cash-settled compensation tied to the company’s stock value; they do not convey immediate voting rights or actual share ownership until settlement. Director awards like this are routine compensation and do not by themselves indicate buying or selling sentiment in the open market.

Form 4

Period: 2026-05-08

Director

Transactions

Award
Phantom Common Stock
[F1][F2][F3]
2026-05-08$14.30/sh+8,391.608$120,000→ 43,574.528 total
Exercise: $14.30→ Common Stock (8,391.608 underlying)

Footnotes (3)

[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.
[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.
[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.

Signature

/s/ Carol K. Haugen, Attorney-in-fact|2026-05-12

1 file