Filing Analysis
Clearwater Paper Corporation announced its financial results for the second quarter ending June 30, 2026. The filing includes GAAP and non-GAAP (Adjusted EBITDA) measures to provide context on operating performance.
🚩 Red Flags
- None identified in the text of this 8-K filing.
📋 Key Facts
- Report date: July 28, 2026
- Reporting period: Second Quarter ending June 30, 2026
- Included non-GAAP metrics: Adjusted EBITDA from continuing operations and adjusted net income (loss) from continuing operations
- Exhibits provided: Press release (99.1) and Supplemental financial information (99.2)
Clearwater Paper Corporation reported the results of its 2026 Annual Meeting, including the approval of a new 2,000,000 share Stock Incentive Plan and amendments to corporate governance documents. Shareholders also ratified the appointment of KPMG LLP as the independent auditor and approved executive compensation on an advisory basis.
🚩 Red Flags
- Significant shareholder opposition to the 2026 Stock Incentive Plan, with 5,430,608 votes against versus 6,562,984 votes for (approximately 45% opposition among votes cast).
📋 Key Facts
- Stockholders approved the 2026 Stock Incentive Plan with a reserve of 2,000,000 new shares plus carryovers from prior plans.
- The Restated Certificate of Incorporation was amended to provide for officer exculpation as permitted by Delaware law.
- Bylaws were amended to include exclusive forum selection provisions for Delaware and federal courts.
- KPMG LLP was ratified as the independent auditor for the 2026 fiscal year.
- Five directors were re-elected to serve until the 2027 Annual Meeting.
Clearwater Paper Corporation announced its financial results for the first quarter ended March 31, 2026. The filing includes the press release and supplemental financial information, focusing on non-GAAP metrics like Adjusted EBITDA.
📋 Key Facts
- Reported Q1 2026 financial results on April 28, 2026.
- Disclosed Adjusted EBITDA from continuing operations as a key supplemental performance measure.
- Reported Adjusted net income (loss) from continuing operations, which excludes goodwill impairment and discontinued operations.
- Furnished Exhibit 99.1 (Press Release) and Exhibit 99.2 (Supplemental Financial Information).
Clearwater Paper Corporation announced its financial results for the fourth quarter and full fiscal year ending December 31, 2025. The filing serves as a formal announcement of quarterly earnings and provides supplemental non-GAAP financial measures.
📋 Key Facts
- Reported date: February 18, 2026
- Reporting period: Fourth quarter and full year ending December 31, 2025
- Company provided Adjusted EBITDA from continuing operations as a supplemental measure
- Company provided Adjusted net income (loss) from continuing operations as a supplemental measure
Clearwater Paper Corporation announced its third quarter 2025 financial results and a strategic internal leadership transition. The filing includes the release of GAAP and non-GAAP (Adjusted EBITDA) financial metrics for the period ending September 30, 2025.
📋 Key Facts
- Company reported Q3 2025 financial results on October 28, 2025.
- Steve Bowden will transition from Senior Vice President, Operations to Senior Vice President, Commercial effective January 1, 2026.
- The company provided both GAAP and non-GAAP measures (Adjusted EBITDA and Adjusted Net Income) in the supplemental exhibits.
Clearwater Paper Corporation announced its second quarter 2025 financial results for the period ending June 30, 2025. The filing includes GAAP and non-GAAP (Adjusted EBITDA) performance metrics.
📋 Key Facts
- Report date: July 29, 2025
- Reporting period: Second Quarter ended June 30, 2025
- Includes disclosure of Adjusted EBITDA from continuing operations as a supplemental non-GAAP measure
- Exhibits include a press release (99.1) and Supplemental Information (99.2)
Clearwater Paper Corporation announced the resignation of Michael Urlick from his position as Senior Vice President, Commercial. The departure is intended to allow him to pursue a new professional opportunity.
🚩 Red Flags
- None identified; resignation is for a 'new opportunity' rather than a disagreement with company operations.
📋 Key Facts
- Michael Urlick is resigning from his role as Senior Vice President, Commercial.
- The effective date of the resignation is June 13, 2025.
- The announcement was made on May 16, 2025, with the filing occurring on May 21, 2025.
Clearwater Paper Corporation announced leadership transitions in its legal department and the results of its 2025 Annual Meeting of Stockholders. The filing includes a planned departure of the General Counsel, an internal promotion to succeed him, and stockholder approval for various corporate matters including auditor ratification.
🚩 Red Flags
- None identified; the officer departure is a planned transition with an internal successor.
📋 Key Facts
- Michael S. Gadd will step down as Senior Vice President, General Counsel on July 1, 2025, transitioning to a role as Senior Vice President to assist in the transition.
- Marc D. Rome will assume the role of Senior Vice President and General Counsel effective July 1, 2025.
- Stockholders approved an amendment to the 2017 Stock Incentive Plan, establishing a new share reserve of 600,000 shares plus forfeited/repurchased shares.
- KPMG, LLP was ratified as the independent registered public accounting firm for 2025.
- Stockholders approved the election of directors Jeanne M. Hillman and Ann C. Nelson.
Clearwater Paper Corporation announced its financial results and operating performance for the first quarter ended March 31, 2025. The filing includes GAAP results and supplemental non-GAAP Adjusted EBITDA measures.
📋 Key Facts
- Reporting period: First Quarter ending March 31, 2025.
- Report date: April 29, 2025.
- The company provided both GAAP financial statements and non-GAAP 'Adjusted EBITDA from continuing operations' as supplemental information.
Clearwater Paper Corporation entered into a new employment agreement with President and CEO Arsen S. Kitch, effective April 1, 2025. The agreement supersedes his previous contract and outlines updated compensation structures including base salary, bonus targets, and long-term incentives.
🚩 Red Flags
- Change in employment contract terms can sometimes precede leadership transitions, though here it is presented as a renewal/update.
📋 Key Facts
- New employment agreement for Arsen S. Kitch (President and CEO) effective April 1, 2025.
- Annual base salary remains unchanged at $1,000,000.
- Target annual bonus is 100% of base salary; target long-term incentive value is at least 200% of base salary.
- Long-term incentives consist of 70% performance shares (3-year cliff vesting) and 30% time-vested RSUs (3-year ratable vesting).
- Severance terms include 18 months of base compensation for non-cause termination, or 2.5x salary plus bonus in a change of control scenario.
- Includes 18-month post-termination restrictive covenants regarding confidentiality and non-solicitation.
Clearwater Paper Corporation announced its financial results for the fourth quarter and full year ended December 31, 2024. The filing includes GAAP and non-GAAP (Adjusted EBITDA) performance metrics.
📋 Key Facts
- Reporting period: Fourth Quarter and Full Year ending December 31, 2024.
- Filing date: February 13, 2025.
- The company utilizes Adjusted EBITDA from continuing operations and total operations as key non-GAAP metrics.
- Adjusted EBITDA is used for management incentive compensation and evaluating business strategy effectiveness.
Clearwater Paper Corporation has announced a temporary suspension of trading for insiders (SOX blackout period) due to an upcoming 401(k) plan blackout. This is a procedural requirement resulting from the sale of the company's consumer products division to Sofidel America Corp.
🚩 Red Flags
- None identified; this is a standard regulatory procedure following a major asset sale.
📋 Key Facts
- Blackout period scheduled to begin at 4:00 p.m. ET on December 6, 2024, and end on or about December 13, 2024.
- The blackout is triggered by the completion of the acquisition of Clearwater's consumer products division (tissue business) by Sofidel America Corp.
- Covered Persons and their immediate family members are prohibited from trading Company common stock during this window.
- The action is taken in accordance with Section 306(a) of the Sarbanes-Oxley Act and Regulation BTR.
Clearwater Paper Corporation announced its third quarter 2024 financial results and disclosed organizational restructuring following the sale of its consumer products division. The company is implementing leadership changes to align with its new functional structure, effective January 1, 2025.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- Announced Q3 2024 financial results on November 4, 2024.
- Steve Bowden appointed as Senior Vice President, Operations, effective January 1, 2025.
- Company is establishing new SVP roles for Commercial and Supply Chain functions.
- Organizational changes are a direct result of the sale of the company's consumer products division.
Clearwater Paper Corporation completed the sale of its consumer product division assets and membership interests in Clearwater Paper Tissue, LLC to Sofidel America Corp. The transaction is valued at approximately $1.06 billion in cash.
🚩 Red Flags
- Significant divestiture of a major business segment (Consumer Products) may lead to structural changes in revenue streams.
📋 Key Facts
- Completed sale on November 1, 2024.
- Transaction value: Approximately $1.06 billion in cash (subject to adjustments).
- Buyer: Sofidel America Corp. and its wholly owned subsidiary.
- Assets sold include facilities in Las Vegas, NV; Elwood, IL; Shelby, NC; and Lewiston, ID.
- The sale involves the entirety of the Company's consumer product division.
Clearwater Paper Corporation announced its second quarter 2024 financial results for the period ending June 30, 2024. The filing includes GAAP and non-GAAP (Adjusted EBITDA) performance metrics.
📋 Key Facts
- Reporting date: August 6, 2024
- Period covered: Second Quarter ended June 30, 2024
- Financial results include both GAAP measures and Adjusted EBITDA
- Exhibits provided: Press release (99.1) and Supplemental Information (99.2)
Clearwater Paper Corporation has entered into a definitive agreement to sell its consumer products division to Sofidel America Corp. for $1.06 billion. The transaction involves both a membership interest purchase and an asset purchase, expected to close in Q4 2024.
🚩 Red Flags
- Significant divestiture of a major business division (Consumer Products).
- The company remains liable for certain 'Retained Pre-Closing Environmental Liabilities'.
- Transaction is subject to significant regulatory/antitrust hurdles (HSR Act).
📋 Key Facts
- Total transaction value: $1.06 billion (subject to adjustments).
- Buyer has deposited $450 million into a third-party escrow account as of the signing date.
- The sale includes manufacturing facilities in Las Vegas, NV; Elwood, IL; and Shelby, NC via Clearwater Paper Tissue, LLC.
- Sofidel obtained debt commitments up to 600 million euros to fund the transaction.
- Transaction is subject to regulatory approvals (HSR Act) and expected to close in Q4 2024.
- Post-closing, Clearwater will provide transition services and lease land/facilities in Lewiston, ID to Sofidel.
This 8-K/A filing is an amendment to a previous report regarding the acquisition of assets from Graphic Packaging Holding Company. It provides the necessary pro forma financial information and audited financial statements for the acquired Augusta Mill business.
📋 Key Facts
- Acquisition target: Augusta Mill (a business of Graphic Packaging Holding Company).
- Filing date: July 15, 2024 (reporting event date May 1, 2024).
- Includes audited combined financial statements for the years ended Dec 31, 2023, and 2022.
- Includes unaudited pro forma condensed combined balance sheet as of March 31, 2024.
- Includes unaudited pro forma condensed combined statements of income for FY 2023 and Q1 2024.
Clearwater Paper Corporation reported the results of its 2024 Annual Meeting of Stockholders, where shareholders approved a significant amendment to declassify the Board of Directors. The meeting also included the election of Class I directors and the ratification of KPMG, LLP as independent auditors.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- Stockholders approved the Restated Certificate of Incorporation on May 9, 2024, which will declassify the Board over a three-year period starting in 2025.
- The declassification process includes transitioning to annual elections for all directors commencing at the 2027 annual meeting.
- Amended and Restated Bylaws were adopted, allowing directors to be removed with or without cause.
- KPMG, LLP was ratified as the independent registered public accounting firm for 2024 (14,918,834 votes in favor).
- Three Class I Directors (John J. Corkrean, Arsen S. Kitch, and Alexander Toeldte) were elected to terms ending in 2027.
- Named Executive Officer compensation was approved on an advisory basis.
Clearwater Paper Corp completed the acquisition of Graphic Packaging International's consumer packaging business in Augusta, Georgia for approximately $700 million. To fund this transaction and support working capital, the company entered into significant new credit agreements including a $270 million term revolver and various term loans.
🚩 Red Flags
- Significant increase in debt load to finance the $700M acquisition.
- New restrictive financial covenants regarding leverage and liquidity ratios.
- Mandatory prepayments required for Term Loan Facilities based on excess cash flows.
📋 Key Facts
- Acquired assets of GPK’s consumer packaging business in Augusta, Georgia on May 1, 2024.
- Transaction value: approximately $700 million in cash (subject to adjustments).
- Entered into an amended and restated Non-ABL Credit Agreement with AgWest Farm Credit, PCA.
- New debt includes a $270M Term Revolver Facility and $130M in combined Term Loan Facilities ($400M and $90M commitments respectively).
- The ABL Credit Agreement commitment was increased from $275 million to $375 million.
- New financial covenants include a maximum consolidated leverage ratio (initially 4.50:1, scaling down to 4.00:1) and a minimum current ratio of 1.25:1.
Clearwater Paper Corporation announced its financial results and operating performance for the first quarter ended March 31, 2024. The filing serves as a formal announcement of quarterly earnings via press release and supplemental information.
📋 Key Facts
- Reporting period: First Quarter ending March 31, 2024.
- Filing date: April 29, 2024.
- The company provided non-GAAP measures including Adjusted EBITDA and Adjusted net income to supplement GAAP results.
- Exhibits 99.1 and 99.2 contain the detailed press release and supplemental financial information.
Clearwater Paper Corporation has released an updated investor relations presentation as part of its regular communication with the market. The filing is a standard Regulation FD disclosure and does not contain material changes to business operations or financial standing.
📋 Key Facts
- The company issued an updated investor relations presentation dated March 2024 (Exhibit 99.1).
- The report was filed on March 8, 2024, regarding events occurring on March 7, 2024.
- Information provided is for disclosure purposes under Regulation FD and is not considered 'filed' for liability purposes under Section 18 of the Exchange Act.
Clearwater Paper Corporation entered into an agreement to acquire the consumer packaging business assets of Graphic Packaging International, LLC (GPK) located in Augusta, Georgia. The transaction is valued at $700 million and is expected to close in Q2 2024.
🚩 Red Flags
- Reverse termination fee of $30 million represents significant deal risk if closing conditions are not met.
- Transaction involves assuming certain liabilities related to the transferred business and environmental liabilities (though some are indemnified).
📋 Key Facts
- Acquisition price: $700,000,000 (subject to inventory adjustments).
- Target assets: Manufacturing, marketing, and sale of paperboard from GPK's Augusta, Georgia mill facility.
- Expected closing date: Second quarter of 2024.
- Reverse termination fee: $30,000,000 payable to GPK if the Company fails to consummate the deal under specific conditions.
- Financing: Secured commitments for various facilities including a $270M Term Revolver, $340M Farm Credit Term Loan, and $150M Commercial Bank Term Loan.
Clearwater Paper Corporation announced its financial results for the fourth quarter and full year ended December 31, 2023. The filing serves as a formal announcement of earnings and provides supplemental non-GAAP financial measures.
📋 Key Facts
- Reported results cover the fourth quarter and full fiscal year ending December 31, 2023.
- The company provided Adjusted EBITDA and Adjusted income from operations as supplemental non-GAAP measures.
- Filing includes a press release (Exhibit 99.1) and supplemental financial information (Exhibit 99.2).
- Report date: February 20, 2024.