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): ~~February 13~~April 1, 2025

CLEARWATER PAPER CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-34146	20-3594554
DE	001-34146	20-3594554
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)


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

(509) 344-5900

(Registrant’s telephone number, including area code)

Not Applicable

(Former name of former address, if changed since last 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 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 ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.02. ~~Results~~ Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~On February 13, 2025, Clearwater Paper Corporation~~ (~~the “Company”~~e) ~~announced~~Compensation ~~its~~Arrangements ~~results~~with ofCertain operations for the fourth quarter and year ending December 31, 2024. A copy of the press release containing this announcement is furnished as Exhibit 99.1 hereto. In addition, a copy of the Company’s Fourth Quarter 2024 Earnings Release Materials is furnished as Exhibit 99.2 hereto. Officers

InOn ~~addition~~April to1, ~~disclosing~~2025, ~~financial~~Clearwater ~~results~~Paper ~~calculated~~Corporation in(the ~~accordance~~“Company”) ~~with~~and U.Arsen S. ~~generally~~Kitch ~~accepted~~entered ~~accounting~~into ~~principles~~a new Employment Agreement (the “~~GAAP~~Agreement”), ~~the~~effective ~~following~~April ~~are~~1, ~~disclosed:~~2025 ~~Adjusted~~(the ~~EBITDA~~“Effective ~~from~~Date”), ~~continuing~~pursuant ~~operations~~to ~~and~~which ~~Adjusted~~Mr. ~~EBITDA~~Kitch ~~from~~will ~~total~~continue ~~operations~~to ~~which~~serve ~~includes~~as ~~both~~the ~~continuing~~Company’s ~~and~~President ~~discontinued operations~~ and ~~net~~Chief ~~sales~~Executive ~~from~~Officer. ~~total~~The ~~operations~~Agreement ~~which~~supersedes ~~includes~~the ~~both~~prior ~~continuing~~employment ~~and~~agreement, ~~discontinued.~~dated ~~Neither~~effective ~~Adjusted~~as ~~EBITDA~~of ~~from~~April ~~continuing~~1, ~~operations~~2020, ~~nor~~by ~~Adjusted~~and ~~EBITDA~~between ~~from~~the ~~total~~Company ~~operations~~and isMr. aKitch. ~~substitute~~The ~~for~~material ~~the~~terms ~~GAAP~~and ~~measure~~conditions of ~~net~~the ~~income~~Agreement orare ~~other~~summarized ~~GAAP~~as ~~measures of operating performance.~~ follows:

The ~~Company~~Agreement ~~discloses~~will ~~Adjusted~~be ~~EBITDA~~for ~~from~~a ~~continuing~~term ~~operations~~of ~~and~~one ~~Adjusted~~year ~~EBITDA~~beginning ~~total~~on ~~operations~~the inEffective Date, with an automatic extension such that the ~~attached~~term ~~because~~will ~~management~~thereafter ~~believes~~be ~~these~~extended ~~assist~~for ~~investors~~one-year ~~and~~terms ~~analysts~~unless inthe ~~comparing~~Company or Mr. Kitch give notice that the ~~company'~~term will not be extended. Mr. Kitch will continue to serve as a member of the Company’s ~~performance~~Board ~~across~~of ~~reporting~~Directors ~~periods~~(the on“Board”) and thereafter during the term of the Agreement will be nominated for re-election as a ~~consistent~~member ~~basis~~of bythe ~~excluding~~Board. ~~items~~The Agreement provides that ~~the~~Mr. ~~company~~Kitch ~~does~~will ~~not~~be ~~believe~~paid ~~are~~an ~~indicative~~annual base salary of ~~its~~$1,000,000, ~~core~~which ~~operating~~is ~~performance~~unchanged from Mr. InKitch’s ~~addition~~prior year salary, as of the ~~company~~Effective ~~uses~~Date, ~~Adjusted~~subject ~~EBITDA~~to ~~from~~adjustment ~~continuing~~based ~~operations~~on ~~and~~periodic ~~Adjusted~~executive ~~EBITDA~~compensation ~~from~~assessments ~~total~~undertaken ~~operations:~~by the Compensation Committee of the Board (ithe “Compensation Committee”). asHe awill ~~factor~~be eligible for an annual bonus pursuant to the terms and conditions of the Company’s annual incentive program (as described in ~~evaluating~~the ~~management~~Company’s ~~performance~~most ~~when~~recent ~~determining~~definitive ~~incentive~~proxy ~~compensation~~statement) with an initial target annual bonus of 100% of annual base salary, ~~(ii)~~also tounchanged ~~evaluate~~from the ~~effectiveness~~prior year. Mr. Kitch will be eligible to receive long-term incentive awards with a target value of at least 200% of annual base salary, in accordance with the ~~company'~~Company’s ~~business~~long-term ~~strategies,~~incentive ~~and~~program (~~iii)~~as ~~because~~described in the ~~company'~~Company’s ~~credit~~most ~~agreement~~recent definitive proxy statement), subject to the Board’s discretion and adjustment based on periodic executive compensation assessments undertaken by the ~~indentures~~Compensation ~~governing~~Committee. As of the ~~company's~~Effective ~~outstanding~~Date ~~notes~~and ~~use~~until ~~metrics~~changed ~~similar~~for tofuture ~~Adjusted~~awards, ~~EBITDA~~all ~~from~~long-term ~~total~~incentive ~~operations~~awards towill ~~measure~~be granted in the ~~company's~~form ~~compliance~~of 70% performance shares with ~~certain~~three-year ~~covenants~~cliff vesting and 30% time-vested restricted stock units with three-year ratable vesting.

~~The~~If ~~Company~~Mr. ~~believes~~Kitch ~~that~~is ~~Adjusted~~terminated ~~EBITDA~~for ~~from~~any ~~continuing~~reason ~~operations~~other ~~and~~than ~~Adjusted~~cause, ~~EBITDA~~death ~~from~~or ~~total operations~~disability, ~~which~~or ~~excludes~~he ~~other~~is ~~operating~~terminated ~~credits~~because ~~and~~the ~~charges,~~Company ~~net,~~does ~~interest~~not ~~expense,~~extend ~~net,~~the ~~income~~term ~~tax~~of ~~(benefit)~~the ~~expense~~Agreement ~~and~~beyond ~~depreciation~~the ~~and~~end ~~amortization,~~of ~~gain~~the onone-year ~~sale~~term ofthen ~~discontinued~~in ~~operations~~effect, ~~and~~or ~~other~~he ~~non-operating~~terminates ~~items~~his isemployment afor ~~useful~~good ~~measure~~reason, ~~for~~he ~~evaluating~~will ~~our~~receive ~~ability~~(i) toa ~~generate~~cash ~~earnings~~severance ~~and~~payment ~~that~~equal ~~providing~~to ~~this~~18 ~~measure~~months ~~will~~of ~~allow~~base ~~investors~~compensation; to(ii) ~~more~~a ~~readily~~pro-rated ~~compare~~annual ~~the~~bonus ~~earnings~~for ~~referred~~the totermination inyear under the ~~press~~applicable ~~release~~bonus toplan based on the Company'’s ~~earnings~~performance; ~~for~~and ~~past~~(iii) 18 months of continued health and ~~future~~welfare ~~periods~~benefit coverage. ~~The~~If ~~Company~~Mr. ~~believes~~Kitch’s ~~that~~employment ~~these~~terminates ~~measures~~in ~~are~~connection ~~particularly~~with ~~useful~~a ~~where~~change ~~the~~of ~~amounts~~control, ofor ~~the~~on ~~excluded~~or ~~items~~within ~~are~~two ~~not~~years ~~consistent~~after ~~between~~a ~~the~~change ~~periods~~of ~~presented.~~control, Ithe ~~should~~will bereceive ~~noted~~(i) ~~that~~a ~~other~~cash ~~companies~~severance ~~may~~payment ~~present~~equal ~~similarly-titled~~to ~~measures~~2.5 ~~differently~~times ~~and,~~his ~~therefore,~~then ascurrent ~~presented~~base bysalary ~~the~~plus ~~Company~~target ~~may~~annual ~~not~~incentive bebonus; ~~comparable~~(ii) toa ~~similarly~~pro-~~titled~~rated ~~measures~~annual ~~reported~~bonus byfor ~~other~~the ~~companies.~~termination Inyear ~~addition,~~under ~~Adjusted~~the ~~EBITDA~~applicable ~~from~~bonus ~~continuing~~plan ~~operations~~at ~~and~~his ~~Adjusted~~target ~~EBITDA~~amount; ~~from~~and ~~total~~(iii) ~~operations~~2.5 ~~has~~years ~~material~~of ~~limitations~~continued ashealth aand ~~performance~~welfare ~~measures~~benefit ~~because~~coverage. itMr. ~~excludes~~Kitch ~~items~~will ~~that~~not ~~are~~receive ~~actually~~an ~~incurred~~excise ortax ~~experienced~~gross-up in connection with ~~the~~any ~~operations~~change of ~~the~~control ~~Company's~~payments. ~~business~~Mr. Kitch will be subject to covenants prohibiting disclosure of confidential information, solicitation of customers and employees and engaging in competitive activity for 18 months from a termination of his employment.

~~Item~~The ~~9.01. Financial~~above ~~Statements~~summary is qualified in its entirety by reference to the text of the Agreement, which is attached hereto as Exhibit 10.1 and ~~Exhibits~~incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit Index

Exhibit			Description
99.1			Press release issued by Clearwater Paper Corporation regarding the quarter and full year ended December 31, 2024 financial results.
10.1			Employment Agreement between Arsen S. Kitch and the Company, dated effective April 1, 2025.
99.2			Supplemental financial information for the quarter and full year ended December 31, 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 : ~~February 13~~April 4, 2025

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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