Nelson Ann C 4

What Happened

Ann C. Nelson, a director of Clearwater Paper Corporation (CLW), was credited with 8,391.608 phantom stock units on May 8, 2026 as an award under the Clearwater Paper Deferred Compensation Plan for Directors. The units were recorded at $14.30 each, for a total grant value of $120,000. This transaction is an award (derivative grant), not a purchase of common stock.

Key Details

• Transaction date: 2026-05-08; Form 4 filed: 2026-05-12 (filing appears timely).
• Transaction type/code: Award/Grant (A) — phantom stock units (derivative).
• Units credited: 8,391.608 phantom stock units; price used: $14.30; total value: $120,000.
• Shares owned after transaction: not specified in the filing.
• Footnotes of note:
  • F1: Units credited on transaction date and will convert to cash and be paid on a 1-for-1 basis with the issuer’s common stock.
  • F2: Payment is triggered upon the reporting person’s termination of service per the Deferred Compensation Plan.
  • F3: These units represent the annual award for service from May 1, 2026 through April 30, 2027 and will vest on May 1, 2027.

Context

These are phantom stock units (deferred cash awards tied to the company’s share value), not issued common shares. They will convert to cash (based on 1-for-1 treatment with common stock) and are subject to vesting and payout rules in the directors’ deferred compensation plan, typically paid upon termination of service. Awards like this are routine compensation for directors and do not by themselves indicate an immediate buy or sell of company stock.