clw-20241106

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, 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

Not Applicable

(Former Name or 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 exchange 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 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On November 6, 2024, Clearwater Paper Corporation (the “Company”) delivered to its executive officers and directors (collectively, the “Covered Persons”) and the Securities and Exchange Commission (the “SEC”) a notice under Rule 104(b)(2)(i) of Regulation BTR, pursuant to which the Company has imposed a “blackout” period in accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 (“SOX”) and Regulation BTR promulgated by the SEC.

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

While the SOX blackout period is in effect, the Covered Persons (including their immediate family members who share their residence) generally will be prohibited from effecting any direct or indirect transactions in the Company’s common stock, par value $0.0001 per share (including any derivative security thereof, inside or outside of the Plan).

The Company received notice of the Plan blackout period required by the Employment Retirement Income Security Act of 1974 on November 6, 2024, and provided the SOX blackout notice to the Covered Persons on the same day and to the SEC on November 8, 2024.

If the Covered Persons have any questions pertaining to the SOX blackout period, they are directed to contact Marc Rome, Associate General Counsel and Corporate Secretary of the Company, by telephone at (509) 344-5900 or by mail at 601 West Riverside, Suite 1100, Spokane, WA, 99201.

A copy of the SOX blackout notice is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

Forward-Looking Statements

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 Notice dated November 6, 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 6, 2024

CLEARWATER PAPER CORPORATION


By:			/s/ Marc Rome
			Marc Rome, Associate General Counsel and Corporate Secretary

Exhibit 99.1


To:			Directors and Section 16 officers of Clearwater Paper Corporation (the “Company”), and the Securities and Exchange Commission (the “SEC”)
From:			Marc Rome, Associate General Counsel and Corporate Secretary
Date:			November 6, 2024
Re:			Notice of Blackout Period – Stock Trading Restrictions (As Required by Rule 104 Under SEC Regulation Blackout Trading Restriction)

As you are aware, the Company previously announced the completion of the acquisition by Sofidel America Corp. (“Sofidel”) of the Company’s consumer products division (tissue business) through the acquisition of certain wholly owned subsidiaries and certain assets of the Company (the “Transaction”). This notice is intended to alert you to prohibitions on your trading in the Company’s common stock, par value $0.0001 per share (together with any derivative security thereof including options, “CLW Stock”) during a “blackout period” that will be imposed in connection with the completion of the Transaction.

These trading prohibitions are imposed on the Company’s directors and executive officers who are subject to Section 16 of the Securities Exchange Act of 1934, as amended (“Section 16 Officers”) by Section 306(a) of the Sarbanes-Oxley Act of 2002 (“SOX”) and SEC Regulation Blackout Trading Restriction (“BTR”) because the transactions by certain participants in the Clearwater Paper 401(k) Plan and the Clearwater Paper Represented 401(k) Plan (collectively, the “Plan”) will be restricted in order to accommodate the liquidation of their Plan account balances, including CLW Stock, and their related group rollover to the Sofidel Retirement Plan.

During the blackout period, whether or not you participate in the Plan or are impacted by the group rollover, pursuant to SOX Section 306(a) and Regulation BTR, you will be prohibited from, directly or indirectly, purchasing, selling, or otherwise acquiring or transferring any CLW Stock that was acquired in connection with your service or employment as a director or Section 16 Officer of the Company. This trading prohibition includes indirect trading where you have a pecuniary interest in the transaction (such as transactions by family members, partnerships, corporations, or trusts in which you have a pecuniary interest).

The blackout period is currently expected to begin at 4:00 p.m., Eastern time, on December 6, 2024 and end on or about December 13, 2024.

There are limited exceptions to SOX Section 306(a) and Regulation BTR for certain transactions in CLW Stock, including bona fide gifts, transactions involving CLW Stock that were not acquired in connection with your service or employment as the Company’s director or Section 16 Officer (which you must be able to prove), scheduled deliveries of CLW Stock pursuant to outstanding equity award grants, and other non-discretionary transactions, including transactions pursuant to a plan intended to comply with the affirmative defense conditions of Rule 10b5-1, provided that you did not enter into or modify such 10b5-1 plan during the blackout period and you were unaware of the actual or approximate beginning or ending dates of the blackout period at the time of the transaction. Because these exemptions are narrow, please contact me before engaging in any transactions involving CLW Stock during the blackout period.

Please note that the trading prohibitions implemented because of the blackout period are in addition to other trading restrictions under the Company’s Insider Trading Policy.

Before and during the blackout period and for a period of two years after the end date thereof, inquiries concerning the blackout period, including the beginning and ending dates of the blackout period, may be directed without charge to:

Clearwater Paper Corporation 601 West Riverside, Suite 1100 Spokane, WA, 99201 Attention: Marc Rome, Associate General Counsel and Corporate Secretary Telephone: (509) 344-5900

Thank you for your attention to this matter.