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 6~~February 13, ~~2024~~2025

CLEARWATER PAPER CORPORATION

(Exact name of registrant as specified in its charter)

DE	001-34146	20-3594554
Delaware	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)

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

(Registrant’s telephone number, including area code)

Not Applicable

(Former ~~Name~~name orof ~~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))

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

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

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 ¨


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

IfIndicate ~~an emerging growth company, indicate~~ by check mark ifwhether the registrant ~~has~~is ~~elected~~an ~~not~~emerging togrowth ~~use~~company ~~the~~as ~~extended~~defined ~~transition~~in ~~period~~Rule ~~for~~405 ~~complying~~of ~~with~~the ~~any~~Securities ~~new~~Act orof ~~revised~~1933 ~~financial~~(§ 230.405 ~~accounting~~of ~~standards~~this ~~provided~~chapter) ~~pursuant~~or toRule ~~Section~~12b-2 ~~13(a)~~ of the Securities Exchange Act of 1934 (§ 240.12b-2 ¨of this chapter).

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

OnIf ~~November~~an 6,emerging ~~2024~~growth company, ~~Clearwater~~indicate ~~Paper~~by ~~Corporation~~check ~~(the~~mark ~~“Company”)~~if ~~delivered~~the toregistrant ~~its~~has ~~executive~~elected ~~officers~~not ~~and~~to ~~directors~~use ~~(collectively,~~ the ~~“Covered~~extended ~~Persons”)~~transition ~~and~~period ~~the~~for ~~Securities~~complying ~~and~~with ~~Exchange~~any ~~Commission~~new ~~(the~~or ~~“SEC”)~~revised afinancial ~~notice~~accounting ~~under~~standards ~~Rule~~provided ~~104(b)(2)(i) of Regulation BTR,~~ pursuant to ~~which the Company has imposed a “blackout” period in accordance with~~ Section ~~306~~13(a) of the ~~Sarbanes-Oxley~~Exchange Act ~~of 2002 (“SOX”) and Regulation BTR promulgated by the SEC~~. ☐

~~Because~~Item ~~a 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~~2.m02., 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 ~~the~~Operations ~~acquisition by Sofidel America Corp. of the Company’s consumer products division (tissue business) through the acquisition of certain wholly owned subsidiaries~~ and ~~certain~~Financial ~~assets of the Company (the “Transaction”), as previously disclosed in the Company’s Current Report on Form 8-K filed on November 1, 2024~~Condition.

~~While~~On ~~the~~February 13, ~~SOX~~2025, ~~blackout~~Clearwater ~~period~~Paper isCorporation in(the ~~effect,~~“Company”) ~~the~~announced ~~Covered~~its ~~Persons~~results ~~(including~~of ~~their~~operations ~~immediate~~for ~~family~~the ~~members~~fourth ~~who~~quarter ~~share~~and ~~their~~year ~~residence)~~ending ~~generally~~December ~~will~~31, be2024. A ~~prohibited~~copy ~~from~~of ~~effecting~~the ~~any~~press ~~direct~~release orcontaining ~~indirect~~this ~~transactions~~announcement inis ~~the~~furnished ~~Company’s~~as ~~common~~Exhibit ~~stock~~99.1 hereto. In addition, ~~par~~a ~~value~~copy ~~$0.0001~~of ~~per~~the ~~share~~Company’s ~~(including~~Fourth ~~any~~Quarter ~~derivative~~2024 ~~security~~Earnings ~~thereof,~~Release ~~inside~~Materials oris ~~outside~~furnished ofas ~~the~~Exhibit ~~Plan)~~99. 2 hereto.

~~The~~In ~~Company~~addition ~~received~~to ~~notice~~disclosing offinancial ~~the~~results ~~Plan~~calculated ~~blackout~~in ~~period~~accordance ~~required~~with byU.S. ~~the~~generally ~~Employment~~accepted ~~Retirement~~accounting ~~Income~~principles ~~Security~~(“GAAP”), ~~Act~~the offollowing ~~1974~~are ondisclosed: ~~November~~Adjusted 6,EBITDA ~~2024,~~from continuing operations and ~~provided~~Adjusted ~~the~~EBITDA ~~SOX~~from ~~blackout~~total ~~notice~~operations towhich ~~the~~includes ~~Covered~~both ~~Persons~~continuing onand ~~the~~discontinued ~~same~~operations ~~day~~and net sales from total operations which includes both continuing and todiscontinued. Neither Adjusted EBITDA from continuing operations nor Adjusted EBITDA from total operations is a substitute for the ~~SEC~~GAAP onmeasure ~~November~~of 8,net ~~2024~~income or other GAAP measures of operating performance.

IfThe Company discloses Adjusted EBITDA from continuing operations and Adjusted EBITDA total operations in the ~~Covered~~attached ~~Persons~~because ~~have~~management ~~any~~believes ~~questions~~these ~~pertaining~~assist toinvestors and analysts in comparing the ~~SOX~~company's ~~blackout~~performance ~~period,~~across ~~they~~reporting periods on a consistent basis by excluding items that the company does not believe are ~~directed~~indicative toof ~~contact~~its ~~Marc~~core ~~Rome~~operating performance. In addition, ~~Associate~~the ~~General~~company ~~Counsel~~uses Adjusted EBITDA from continuing operations and ~~Corporate~~Adjusted ~~Secretary~~EBITDA from total operations: (i) as a factor in evaluating management’s performance when determining incentive compensation, (ii) to evaluate the effectiveness of the ~~Company,~~company's bybusiness ~~telephone~~strategies, atand (~~509~~iii) ~~344-5900~~because orthe bycompany's ~~mail~~credit atagreement ~~601~~and ~~West~~the ~~Riverside,~~indentures ~~Suite~~governing ~~1100,~~the ~~Spokane,~~company's ~~WA,~~outstanding ~~99201~~notes use metrics similar to Adjusted EBITDA from total operations to measure the company's compliance with certain covenants.

AThe ~~copy~~Company believes that Adjusted EBITDA from continuing operations and Adjusted EBITDA from total operations, which excludes other operating credits and charges, net, interest expense, net, income tax (benefit) expense and depreciation and amortization, gain on sale of ~~the~~discontinued ~~SOX~~operations, ~~blackout~~and ~~notice~~other non-operating items is ~~attached~~a useful measure for evaluating our ability to generate earnings and that providing this ~~Current~~measure ~~Report~~will onallow ~~Form~~investors 8to more readily compare the earnings referred to in the press release to the Company's earnings for past and future periods. The Company believes that these measures are particularly useful where the amounts of the excluded items are not consistent between the periods presented. It should be noted that other companies may present similarly-Ktitled measures differently and, therefore, as ~~Exhibit~~presented 99by the Company may not be comparable to similarly-titled measures reported by other companies.1 In addition, Adjusted EBITDA from continuing operations and isAdjusted ~~incorporated~~EBITDA byfrom ~~reference~~total ~~herein~~operations has material limitations as a performance measures because it excludes items that are actually incurred or experienced in connection with the operations of the Company's business.

~~Forward-Looking~~Item 9.01. Financial Statements and Exhibits

This Current Report on Form 8-K contains certain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995 as amended, including statements regarding the Plan blackout period and the SOX blackout period, including their imposition, prohibitions on trading, and anticipated beginning and ending dates. These forward-looking statements are based on management’s current expectations, estimates, assumptions, and projections that are subject to change. The Company’s actual 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 such material differences in actual results 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 risks and 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 other documents filed with the SEC. The foregoing list of important factors is not exhaustive and undue reliance should not be placed on any forward-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, except as may be required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit Index

Exhibit			Description
99.1			~~Blackout~~Press ~~Notice~~release ~~dated~~issued ~~November~~by 6Clearwater Paper Corporation regarding the quarter and full year ended December 31, 2024 financial results.
104			Cover Page Interactive Data file (formatted as Inline XBRL).
99.2			Supplemental financial information for the quarter and full year ended December 31, 2024.

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 6~~February 13, ~~2024~~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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