UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4 6, 2024

CLEARWATER PAPER CORPORATION

(Exact name of registrant as specified in its charter)


DE	001-34146	20-3594554
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


601 West Riverside,	Suite 1100	99201
Spokane,	WA
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (509) 344-5900

(Registrant’s telephone number, including area code)

Not Applicable

(Former ~~name~~Name ofor ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	CLW	New York Stock Exchange

Title of each class			Trading Symbol(s)			Name of each exchanged on which registered
Common Stock, par value $0.0001 per share			CLW			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ¨

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant ishas anelected ~~emerging~~not ~~growth~~to ~~company~~use asthe ~~defined~~extended intransition ~~Rule~~period ~~405~~for ofcomplying ~~the~~with ~~Securities~~any ~~Act~~new ofor ~~1933~~revised ~~(§ 230.405~~financial ofaccounting ~~this~~standards ~~chapter)~~provided orpursuant ~~Rule~~to ~~12b-2~~Section 13(a) of the ~~Securities~~ Exchange Act ~~of 1934 (§ 240~~.~~12b-2~~ ~~of this chapter).~~ ¨

~~Emerging~~Item ~~growth~~5.04. ~~company ☐~~Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

IfOn anNovember ~~emerging~~6, ~~growth company~~2024, ~~indicate~~Clearwater byPaper ~~check~~Corporation ~~mark~~(the if“Company”) ~~the~~delivered ~~registrant~~to ~~has~~its ~~elected~~executive ~~not~~officers toand ~~use~~directors (collectively, the ~~extended~~“Covered ~~transition~~Persons”) ~~period~~and ~~for~~the ~~complying~~Securities ~~with~~and ~~any~~Exchange ~~new~~Commission or(the ~~revised~~“SEC”) ~~financial~~a ~~accounting~~notice ~~standards~~under ~~provided~~Rule 104(b)(2)(i) of Regulation BTR, pursuant to which the Company has imposed a “blackout” period in accordance with Section 13306(a) of the ~~Exchange~~Sarbanes-Oxley Act~~. ☐~~ of 2002 (“SOX”) and Regulation BTR promulgated by the SEC.

~~Item~~Because 2a blackout period has been imposed under the Clearwater Paper 401(k) Plan and the Clearwater Paper Represented 401(k) Plan (collectively, the “Plan”) that is expected to begin at 4:00 p.02m. ~~Results~~, Eastern time, on December 6, 2024 and end on or about December 13, 2024, the Company is imposing a SOX blackout period that will begin at 4:00 p.m., Eastern time, on December 6, 2024 and end on or about December 13, 2024. The Company will advise the Covered Persons if the SOX blackout period begins or ends earlier or later than the specified dates and times. The blackout period for the Plan is being implemented in connection with the completion of ~~Operations~~the acquisition by Sofidel America Corp. of the Company’s consumer products division (tissue business) through the acquisition of certain wholly owned subsidiaries and ~~Financial~~certain ~~Condition~~assets of the Company (the “Transaction”), as previously disclosed in the Company’s Current Report on Form 8-K filed on November 1, 2024.

OnWhile ~~November 4,~~the ~~2024,~~SOX ~~Clearwater~~blackout ~~Paper~~period ~~Corporation~~is ~~(the~~in ~~“Company”)~~effect, ~~announced~~the ~~its~~Covered ~~results~~Persons of(including ~~operations~~their ~~and~~immediate ~~financial~~family ~~condition~~members ~~for~~who ~~the~~share ~~third~~their ~~quarter~~residence) ~~ending~~generally ~~September 30,~~will ~~2024. A~~be ~~copy~~prohibited offrom ~~the~~effecting ~~press~~any ~~release~~direct ~~containing~~or ~~this~~indirect ~~announcement~~transactions isin ~~furnished~~the asCompany’s ~~Exhibit~~common ~~99.1 hereto. In addition~~stock, apar ~~copy~~value of$0.0001 ~~the~~per ~~Company’s~~share ~~Third~~(including ~~Quarter~~any ~~Supplemental~~derivative ~~Information~~security isthereof, ~~furnished~~inside asor ~~Exhibit~~outside ~~99.2~~of ~~hereto.~~the Plan).

InThe ~~addition~~Company toreceived ~~disclosing~~notice ~~financial~~of ~~results~~the ~~calculated~~Plan inblackout ~~accordance~~period ~~with~~required ~~U.S.~~by ~~generally accepted accounting principles (“GAAP”),~~ the ~~following~~Employment ~~are~~Retirement ~~disclosed~~Income inSecurity ~~the~~Act ~~attached~~of ~~Adjusted~~1974 ~~EBITDA~~on ~~from~~November ~~continuing and Adjusted EBITDA from total operations.which is defined as earnings before interest expense~~6, ~~taxes~~2024, ~~depreciation~~ and ~~amortization,~~provided ~~other~~the ~~operating~~SOX ~~credits~~blackout ~~and~~notice ~~charges,~~to ~~net~~the ~~and~~Covered ~~other~~Persons ~~non-operating~~on ~~items~~the ~~from~~same ~~continuing~~day ~~operations~~ and ~~total~~to ~~operations. Adjusted EBITDA from continuing and total operations are not a substitute for~~ the ~~GAAP~~SEC ~~measure~~on ofNovember ~~net~~8, ~~income or other GAAP measures of operating performance~~2024.

~~The~~If ~~Company discloses Adjusted EBITDA in~~ the ~~attached~~Covered ~~because~~Persons ithave isany ~~used~~questions aspertaining anto ~~important~~the ~~supplemental~~SOX ~~measure~~blackout ofperiod, ~~its~~they ~~performance and believes that similarly-titled measures~~ are ~~frequently~~directed ~~used~~to bycontact ~~securities~~Marc ~~analysts~~Rome, ~~investors~~Associate ~~and~~General ~~other~~Counsel ~~interested~~and ~~persons~~Corporate inSecretary ~~the evaluation~~ of ~~companies~~the ~~in its industry~~Company, ~~some~~by oftelephone ~~which~~at ~~present~~(509) ~~similarly~~344-~~titled~~5900 measures when reporting their results. The Company uses Adjusted EBITDA to evaluate its performance as compared to other companies in its industry that have different financing and capital structures and/or ~~tax~~by ~~rates.~~mail Itat ~~should~~601 beWest ~~noted~~Riverside, ~~that~~Suite ~~companies calculate similarly-titled measures differently and~~1100, ~~therefore~~Spokane, ~~as presented by the Company may not be comparable to similarly-titled measures reported by other companies. In addition~~WA, Adjusted EBITDA has material limitations as a performance measure because it excludes interest expense, income tax expense and depreciation and amortization which are necessary to operate the Company's business or which the Company otherwise incurred or experienced in connection with the operation of its business99201.

~~The~~A ~~information~~copy ~~in Item 2.02, including Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes~~ of ~~Section 18 of~~ the ~~Securities~~SOX ~~Exchange~~blackout ~~Act~~notice ofis ~~1934,~~attached asto ~~amended~~this ~~(the~~Current ~~“Exchange~~Report ~~Act”),~~on ~~nor~~Form ~~shall~~8-K ~~it be deemed incorporated by reference in any filing under the Securities Act of 1933,~~ as ~~amended,~~Exhibit or99.1 ~~the~~and ~~Exchange~~is ~~Act,~~incorporated ~~except as shall be expressly set forth~~ by ~~specific~~ reference ~~in such filing~~herein.

~~Item~~Forward-Looking ~~5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Statements

InThis ~~connection~~Current ~~with~~Report on Form 8-K contains certain “forward-looking” statements within the ~~Company's~~meaning ~~sale~~of Section 27A of ~~it's~~ ~~consumer~~the ~~products~~Securities ~~division~~Act of 1933, as amended, and Section 21E of the ~~Company~~Securities ~~intends~~Exchange toAct ~~make~~of ~~certain~~1934, ~~changes~~as toamended ~~our~~by ~~functional~~the ~~and~~Private ~~leadership~~Securities ~~structure.~~Litigation AsReform ~~part~~Act of ~~the~~1995 ~~revised~~as ~~structure~~amended, ~~Steve~~including ~~Bowden~~statements ~~will~~regarding ~~become~~the Plan blackout period and the ~~Company~~SOX blackout period, including their imposition, prohibitions on trading, and anticipated beginning and ending dates. These forward-looking statements are based on management’s ~~Senior~~current ~~Vice~~expectations, ~~President~~estimates, ~~Operations~~assumptions, and projections that are subject to change. The Company’s ~~also~~actual ~~intends~~results may differ materially from those expressed or implied by the forward-looking statements contained in this Current Report on Form 8-K. Factors that could cause or contribute to ~~establish~~such ~~senior~~material ~~vice~~differences ~~president~~in ~~roles~~actual ~~for~~results ~~each~~include, but are not limited to: unexpected costs, charges, or expenses resulting from the recent tissue business sale transaction, including potential purchase price adjustments; competitive responses to the recent tissue business sale transaction; achievement of anticipated financial results and other benefits of the recent tissue business sale transaction; potential risks associated with operating without the tissue business, including less diversification in products offered; stockholder litigation in connection with the recent tissue business sale transaction; and other ~~key~~risks ~~functions~~and ~~(Commercial~~uncertainties described from time to time in the Company’s public filings with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, periodic Quarterly Reports on Form 10-Q, periodic Current Reports on Form 8-K, and ~~Supply~~other ~~Chain)~~documents filed with the SEC. The ~~Company~~foregoing ~~expects~~list ~~these~~of ~~changes~~important tofactors ~~become~~is ~~effective~~not exhaustive and undue reliance should not be placed on ~~January~~any 1forward-looking statements. The forward-looking statements are made as of the date of this Current Report on Form 8-K and the Company does not undertake to update any forward-looking statements, ~~2025~~except as may be required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit Index

Exhibit			Description
99.1			~~Press~~Blackout ~~release~~Notice ~~issued~~dated byNovember ~~Clearwater Paper Corporation regarding the third quarter ended September 30~~6, 2024 ~~financial results~~.
99.2			Supplemental financial information for the third quarter ended September 30, 2024.
104			Cover Page Interactive Data file (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 4 6, 2024

CLEARWATER PAPER CORPORATION

By: /s/ ~~REBECCA~~Marc A.Rome ~~BARCKLEY~~Marc ~~Rebecca~~Rome, A.Associate ~~Barckley,~~General ~~Vice~~Counsel ~~President,~~and Corporate ~~Controller (Principal Accounting Officer)~~Secretary

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