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): April 1 29, 2025

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)

(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 52.02. Results ~~Departure~~ of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On April 29, 2025, Clearwater Paper Corporation (ethe “Company”) ~~Compensation~~announced ~~Arrangements~~its ~~with~~results ~~Certain~~of ~~Officers~~operations and financial condition for the first quarter ending March 31, 2025. A copy of the press release containing this announcement is furnished as Exhibit 99.1 hereto. In addition, a copy of the Company’s First Quarter Supplemental Information is furnished as Exhibit 99.2 hereto.

OnIn ~~April~~addition 1,to ~~2025,~~disclosing ~~Clearwater~~financial ~~Paper~~results ~~Corporation~~calculated ~~(the~~in ~~“Company”)~~accordance ~~and~~with ~~Arsen~~ U.S. ~~Kitch~~generally ~~entered~~accepted ~~into~~accounting aprinciples ~~new Employment Agreement~~ (~~the~~ “~~Agreement~~GAAP”), ~~effective~~the ~~April~~following 1,are ~~2025~~disclosed (in the ~~“Effective~~attached ~~Date”),~~Adjusted ~~pursuant~~EBITDA tofrom ~~which~~continuing ~~Mr.~~operations, ~~Kitch~~which ~~will~~is ~~continue~~defined toas ~~serve~~earnings asbefore ~~the~~interest ~~Company’s~~expense, ~~President~~taxes, depreciation and ~~Chief~~amortization, ~~Executive~~other ~~Officer.~~operating ~~The~~credits ~~Agreement~~and ~~supersedes~~charges, ~~the~~net ~~prior~~and ~~employment~~other ~~agreement,~~non-operating ~~dated~~items ~~effective~~from ascontinuing ofoperations. ~~April~~Adjusted 1,EBITDA ~~2020,~~from bycontinuing ~~and~~operations ~~between~~are ~~the~~not ~~Company~~a ~~and~~substitute ~~Mr.~~for ~~Kitch.~~the ~~The~~GAAP ~~material~~measure ~~terms~~of ~~and~~net ~~conditions~~income ofor ~~the~~other ~~Agreement~~GAAP ~~are~~measures ~~summarized~~of asoperating ~~follows:~~performance.

The ~~Agreement~~Company ~~will~~discloses beAdjusted ~~for~~EBITDA ain ~~term~~the ofattached ~~one~~because ~~year~~it ~~beginning~~is onused ~~the~~as ~~Effective Date, with~~ an ~~automatic~~important ~~extension~~supplemental ~~such~~measure ~~that~~of ~~the~~its ~~term~~performance ~~will~~and ~~thereafter~~believes bethat ~~extended for one~~similarly-~~year~~titled ~~terms~~measures ~~unless~~are ~~the~~frequently ~~Company~~used orby ~~Mr.~~securities ~~Kitch~~analysts, ~~give~~investors ~~notice~~and ~~that~~other ~~the~~interested ~~term~~persons ~~will~~in ~~not be extended. Mr. Kitch will continue to serve as a member of~~ the ~~Company’s~~evaluation ~~Board~~ of ~~Directors~~companies ~~(the~~in ~~“Board”)~~its ~~and~~industry, ~~thereafter~~some ~~during the term~~ of ~~the~~which ~~Agreement~~present ~~will be nominated for re~~similarly-~~election~~titled asmeasures awhen ~~member~~reporting oftheir ~~the Board~~results. The ~~Agreement~~Company ~~provides~~uses ~~that~~Adjusted ~~Mr.~~EBITDA ~~Kitch~~to ~~will~~evaluate beits ~~paid~~performance ~~an annual base salary of $1,000,000, which is unchanged from Mr. Kitch’s prior year salary,~~ as ofcompared ~~the Effective Date, subject~~ to ~~adjustment~~other ~~based~~companies onin ~~periodic~~its ~~executive~~industry ~~compensation~~that ~~assessments~~have ~~undertaken~~different byfinancing ~~the~~and ~~Compensation~~capital ~~Committee~~structures ofand/or ~~the~~tax ~~Board (the “Compensation Committee”)~~rates. HeIt ~~will~~should be ~~eligible~~noted ~~for~~that ancompanies ~~annual~~calculate ~~bonus~~similarly-titled ~~pursuant~~measures todifferently ~~the terms~~ and, ~~conditions~~therefore, ~~of the Company’s annual incentive program (~~as ~~described~~presented inby the Company’s ~~most~~may ~~recent~~not ~~definitive proxy statement) with an initial target annual bonus of 100% of annual base salary, also unchanged from the prior year. Mr. Kitch will~~ be ~~eligible~~comparable to ~~receive long~~similarly-~~term~~titled ~~incentive~~measures ~~awards~~reported ~~with~~by aother ~~target~~companies. ~~value~~In ~~of at least 200% of annual base salary~~addition, inAdjusted ~~accordance~~EBITDA ~~with~~has ~~the~~material ~~Company’s~~limitations ~~long-term incentive program (~~as ~~described~~a inperformance ~~the~~measure ~~Company’s~~because ~~most~~it ~~recent~~excludes ~~definitive~~interest ~~proxy statement)~~expense, ~~subject~~income totax ~~the~~expense ~~Board’s~~and ~~discretion~~depreciation and ~~adjustment~~amortization ~~based~~which onare ~~periodic~~necessary ~~executive~~to ~~compensation~~operate ~~assessments undertaken by~~ the ~~Compensation~~Company's ~~Committee.~~business Asor ofwhich the ~~Effective~~Company ~~Date~~otherwise ~~and~~incurred ~~until~~or ~~changed~~experienced ~~for~~in ~~future~~connection ~~awards,~~with ~~all long-term incentive awards will be granted in~~ the ~~form~~operation of ~~70%~~its ~~performance shares with three-year cliff vesting and 30% time-vested restricted stock units with three-year ratable vesting~~business.

IfThe ~~Mr.~~information ~~Kitch~~in isItem ~~terminated for any reason other than cause~~2.02, ~~death~~including orExhibits ~~disability,~~99.1 orand he99.2 isshall ~~terminated because the Company does~~ not ~~extend~~be ~~the~~deemed ~~term~~“filed” offor ~~the~~purposes ~~Agreement beyond the end~~ of ~~the~~Section ~~one-year term then in effect, or he terminates his employment for good reason, he will receive (i) a cash severance payment equal to~~ 18 ~~months~~ of ~~base compensation; (ii) a pro-rated annual bonus for~~ the ~~termination~~Securities ~~year~~Exchange ~~under~~Act ~~the applicable bonus plan based on the Company’s performance; and (iii) 18 months~~ of ~~continued health and welfare benefit coverage. If Mr. Kitch’s employment terminates in connection with a change of control~~1934, oras onamended ~~or within two years after a change of control, he will receive~~ (~~i) a cash severance payment equal to 2.5 times his then current base salary plus target annual incentive bonus; (ii) a pro-rated annual bonus for~~ the ~~termination~~“Exchange ~~year under the applicable bonus plan at his target amount; and (iii~~Act”), ~~2.5~~nor ~~years~~shall ofit ~~continued~~be ~~health~~deemed ~~and~~incorporated ~~welfare~~by ~~benefit~~reference ~~coverage. Mr. Kitch will not receive an excise tax gross-up~~ in ~~connection with~~ any ~~change~~filing ofunder ~~control~~the ~~payments.~~Securities ~~Mr.~~Act ~~Kitch will be subject to covenants prohibiting disclosure~~ of ~~confidential information~~1933, ~~solicitation~~as ofamended, ~~customers~~or ~~and~~the ~~employees~~Exchange ~~and~~Act, ~~engaging~~except inas ~~competitive~~shall ~~activity~~be ~~for~~expressly 18set ~~months~~forth ~~from~~by aspecific ~~termination~~reference ofin ~~his~~such ~~employment~~filing.

~~The~~Item ~~above summary is qualified in its entirety by reference to the text of the Agreement, which is attached hereto as Exhibit 10~~9.101. Financial Statements and ~~incorporated herein by reference.~~Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit Index

Exhibit			Description
10.1			Employment Agreement between Arsen S. Kitch and the Company, dated effective April 1, 2025.
99.1			Press release issued by Clearwater Paper Corporation regarding the first quarter ended March 31, 2025 financial results.
104			Cover Page Interactive Data file (formatted as Inline XBRL).
99.2			Supplemental financial information for the first quarter ended March 31, 2025.

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 : April 4 29, 2025

CLEARWATER PAPER CORPORATION

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

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