UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
For the quarterly period ended March 31, 2026
or
| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
For the transition period from to
Commission File Number: 001-34146
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(509 ) 344-5900
(Registrant’s telephone number, including area code)
__________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | ☒ | ||||||||||||
| Non-accelerated filer | ¨ | Smaller reporting company | ||||||||||||
| 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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý
The number of shares of common stock of the registrant outstanding as of April 27, 2026 was 16,125,253 .
FORWARD-LOOKING STATEMENTS
Our disclosure and analysis in this report contains, in addition to historical information, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements as to our expectations for second quarter 2026 operating performance, including maintenance-outage timing, energy costs and expected benefits from our fixed-cost-reduction initiatives; our cost-reduction and restructuring plan, including the amount and timing of severance and other related charges; our liquidity and capital resources, including our ability to generate cash flows from operations, access borrowing capacity and remain in compliance with financial covenants under our credit agreements; our expected capital expenditures for 2026; our belief that the representation-and-warranty insurance claim related to the Augusta acquisition is meritorious and the extent to which we may recover any losses; our ongoing assessment of potential asset dispositions, reorganizations or impairment charges; our expectations regarding labor contract negotiations at the Lewiston, Idaho facility and related retroactive wage adjustments; our evaluation of macroeconomic factors, including related cost changes in energy, chemicals, pulp and freight; our expectations concerning accounting standards; our expectations with respect to environmental matters, including the PFAS-related litigation involving the Augusta facility and potential insurance recoveries; and our ability to execute our growth, expansion and strategic initiatives and other plans described in this report. Words such as “anticipate,” “expect,” “intend,” “plan,” “project,” “believe,” “estimate,” “may,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are based on management’s current expectations, estimates, assumptions and projections that are subject to change. Our actual results of operations may differ materially from those expressed or implied by the forward-looking statements contained in this report. Important factors that could cause or contribute to such differences in operating results include those risks discussed in Item 1A “Risk Factors” in our 2025 Form 10-K, as well as the following:
•competitive pricing pressures for our products, including as a result of capacity additions, demand reduction and the impact of foreign currency fluctuations on the pricing of products globally;
•the loss of, change in price in regard to, or reduction in, orders from a significant customer;
•changes in customer or consumer preferences for paperboard grades or substrates;
•consolidation and vertical integration of converting operations in the paperboard industry;
•cyclical industry conditions;
•continued changes in the United States and international economies and in general economic conditions in the regions and industries in which we operate;
•manufacturing or operating disruptions, including equipment malfunctions and damage to our manufacturing facilities;
•larger competitors having operational, financial and other advantages;
•labor disruptions;
•reliance on a limited number of third-party suppliers, vendors and service providers required for the production of our products and our operations;
•cyber-security risks;
•environmental liabilities or expenditures and climate change;
•our ability to execute on our growth and expansion strategies and other strategic initiatives;
•our ability to successfully execute capital projects and other activities to operate our assets, including effective maintenance, implement our operational efficiencies and realize higher throughput or lower costs;
•IT system disruptions and IT system implementation failures;
•changes in expenses, required contributions and potential withdrawal costs associated with our pension plans;
•our ability to attract, motivate, train and retain qualified and key personnel;
•our ability to service our debt obligations and restrictions on our business from debt covenants and terms;
•changes in our banking relations;
•negative changes in our credit agency ratings;
•changes in laws, regulations or industry standards affecting our business;
•our inability to realize the expected benefits of the Augusta, Georgia paperboard manufacturing facility acquisition, including anticipated financial results;
•unexpected costs, charges or expenses resulting from the sale of our consumer products division (“tissue business”);
•the inability to successfully implement our restructuring initiatives in response to the sale of our tissue business;
•increased regulation or retaliatory trade actions in response to announced or proposed U.S. tariffs, including potential impacts on costs, structure, supply chains, or consumer demand;
•changes in the cost and availability of wood fiber and wood pulp;
•changes in energy, chemicals, packaging and freight costs and disruptions in transportation services impacting our ability to receive inputs or ship products to customers; and
•risks and costs associated with new or ongoing environmental litigation, including PFAS-related claims or regulatory actions affecting recently acquired facilities.
Forward-looking statements contained in this report present management’s views only as of the date of this report. Except as required under applicable law, we do not intend to issue updates concerning any future revisions of management’s views to reflect events or circumstances occurring after the date of this report. You are advised, however, to consult any further disclosures we make on related subjects in our quarterly reports on Form 10-Q and current reports on Form 8-K filed with the Securities and Exchange Commission, or SEC.
| Table of Contents | Page Number | |||||||
| PART I. | FINANCIAL INFORMATION | |||||||
| ITEM 1. | Consolidated Financial Statements (Unaudited) | |||||||
| ITEM 2. | ||||||||
| ITEM 3. | ||||||||
| ITEM 4. | ||||||||
| PART II. | OTHER INFORMATION | |||||||
| ITEM 1. | ||||||||
| ITEM 1A. | ||||||||
| ITEM 2. | ||||||||
| ITEM 5. | ||||||||
| ITEM 6. | ||||||||
Part I: Financial Information
| ITEM 1. | Consolidated Financial Statements | ||||
CLEARWATER PAPER CORPORATION
Consolidated Balance Sheets (Unaudited)
| (In millions, except per-share data) | March 31, 2026 | December 31, 2025 | ||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Receivables, net of allowance for current expected credit losses | ||||||||
| Inventories, net | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment | ||||||||
| Accumulated depreciation and amortization | ( | ( | ||||||
| Property, plant and equipment, net | ||||||||
| Other assets, net | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and stockholders' equity | ||||||||
| Current liabilities: | ||||||||
| Current portion of long-term debt | $ | $ | ||||||
| Accounts payable and accrued liabilities | ||||||||
| Total current liabilities | ||||||||
| Long-term debt, net | ||||||||
| Liability for pension and other postretirement employee benefits | ||||||||
| Deferred tax liabilities | ||||||||
| Other long-term obligations | ||||||||
| Total liabilities | ||||||||
| Stockholders' equity: | ||||||||
Preferred stock, par value $ | ||||||||
Common stock, par value $ | ||||||||
| Additional paid-in capital | ||||||||
Treasury stock, at cost, | ( | ( | ||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss, net of tax | ( | ( | ||||||
| Total stockholders' equity | ||||||||
| Total liabilities and stockholders' equity | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
2
CLEARWATER PAPER CORPORATION
Consolidated Statements of Operations
(Unaudited)
| Quarter Ended March 31, | ||||||||
| (In millions, except per-share data) | 2026 | 2025 | ||||||
| Net sales | $ | $ | ||||||
| Costs and expenses: | ||||||||
| Cost of sales | ||||||||
| Selling, general and administrative expenses | ||||||||
| Other operating charges, net | ( | |||||||
| Total operating costs and expenses | ||||||||
| Loss from continuing operations | ( | ( | ||||||
| Interest expense, net | ( | ( | ||||||
| Other non-operating expense | ( | ( | ||||||
| Total non-operating expense | ( | ( | ||||||
| Loss from continuing operations before income taxes | ( | ( | ||||||
| Income tax benefit | ( | ( | ||||||
| Loss from continuing operations | ( | ( | ||||||
| Loss from discontinued operations, net of tax | ( | |||||||
| Net loss | $ | ( | $ | ( | ||||
| Net loss per common share (basic and diluted): | ||||||||
| Loss per share from continuing operations | $ | ( | $ | ( | ||||
| Loss per share from discontinued operations | ( | |||||||
| Net loss per share - basic and diluted | $ | ( | $ | ( | ||||
| Average shares of common stock used to compute net loss per share (in thousands): | ||||||||
| Basic and diluted | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
CLEARWATER PAPER CORPORATION
Consolidated Statements of Comprehensive Loss
(Unaudited)
| Quarter Ended March 31, | ||||||||
| (In millions) | 2026 | 2025 | ||||||
| Net loss | $ | ( | $ | ( | ||||
| Other comprehensive income: | ||||||||
| Defined benefit pension and other postretirement employee benefits: | ||||||||
Amortization of actuarial loss included in net periodic cost, net of tax of $ | ||||||||
| Other comprehensive income, net of tax | ||||||||
| Comprehensive loss | $ | ( | $ | ( | ||||
The accompanying notes are an integral part of these consolidated financial statements.
4
CLEARWATER PAPER CORPORATION
Consolidated Statements of Cash Flows
(unaudited)
| Quarter Ended March 31, | |||||||||||
| (In millions) | 2026 | 2025 | |||||||||
| Operating activities | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash flows provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Equity-based compensation expense | |||||||||||
| Deferred taxes | ( | ( | |||||||||
| Defined benefit pension and other postretirement employee benefits | ( | ||||||||||
| Loss on sale or impairment associated with assets | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| (Increase) decrease in accounts receivable | ( | ||||||||||
| Decrease in inventories | |||||||||||
| (Increase) decrease in other current assets | ( | ||||||||||
| Decrease in accounts payable and accrued liabilities | ( | ( | |||||||||
| Other, net | ( | ( | |||||||||
| Net cash flows provided by operating activities | |||||||||||
| Investing activities | |||||||||||
Additions to property, plant and equipment, net 1 | ( | ( | |||||||||
| Net cash flows used in investing activities | ( | ( | |||||||||
| Financing activities | |||||||||||
| Borrowings on long-term debt | |||||||||||
| Repayments of long-term debt | ( | ( | |||||||||
| Taxes paid related to net share settlement of equity awards | ( | ( | |||||||||
| Repurchases of common stock | ( | ||||||||||
| Other, net | |||||||||||
| Net cash flows provided by (used in) financing activities | ( | ||||||||||
| Increase (decrease) in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Supplemental disclosures of cash flow information: | |||||||||||
| Cash paid for interest, net of amounts capitalized | $ | $ | |||||||||
| Cash (received) paid for income taxes | $ | ( | $ | ||||||||
1 Capital expenditures of $6.9 million and $16.6 million that have not been paid as of March 31, 2026 and 2025 were excluded from the Statements of Cash Flows.
The accompanying notes are an integral part of these consolidated financial statements.
5
CLEARWATER PAPER CORPORATION
Consolidated Statements of Stockholders’ Equity
(Unaudited)
| Common Stock | Additional Paid-In Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | |||||||||||||||||||||
| (In millions, except share amounts which are in thousands) | Shares | Amount | Shares | Amount | ||||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Net loss | — | — | — | — | — | ( | — | ( | ||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | ||||||||||||||||||||
| Issuance of shares under stock plans, net | — | ( | — | — | ( | |||||||||||||||||||||
| Repurchases of common stock | — | ( | ( | — | — | ( | ||||||||||||||||||||
Balance at March 31, 2025 | $ | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Common Stock | Additional Paid-In Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | |||||||||||||||||||||
| (In millions, except share amounts which are in thousands) | Shares | Amount | Shares | Amount | ||||||||||||||||||||||
Balance at December 31, 2025 | $ | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Net loss | — | — | — | — | — | ( | — | ( | ||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | ||||||||||||||||||||
| Issuance of shares under stock plans, net | — | ( | — | — | ( | |||||||||||||||||||||
| Pension and other postretirement employee benefits, net of immaterial tax | — | — | — | — | — | — | ||||||||||||||||||||
Balance at March 31, 2026 | $ | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
Clearwater Paper Corporation
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 1: DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Description of Business
We are a premier manufacturer and supplier of bleached paperboard focused on servicing independent converters in North America. We also offer services that include custom sheeting, slitting, and cutting.
Basis of Presentation
The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) for interim financial information. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete consolidated financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal and recurring nature. These consolidated financial statements and related Notes should be read in conjunction with our annual report on Form 10-K for the fiscal year ended December 31, 2025. Results of operations for interim periods are not necessarily indicative of results to be expected for an entire year. All dollar amounts are shown in millions, except per share amounts.
NOTE 2: RECENTLY ISSUED ACCOUNTING STANDARDS
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40), which requires disaggregated disclosure of certain types of expenses, such as inventory purchases, employee compensation, depreciation, and amortization in commonly presented expense captions such as cost of revenue and selling, general and administrative expenses. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. Adoption of this ASU will result in additional disclosure, but it will not impact our consolidated financial position, results of operations or cash flows.
NOTE 3: DISCONTINUED OPERATIONS
In November 2024, we sold our tissue operations. The results of our tissue operations were classified as discontinued operations in our Consolidated Statements of Operations for all periods presented. For the quarter ended March 31, 2025, we recognized $0.4 million of loss from discontinued operations, net of tax and net cash used in operating activities of discontinued operations was $0.7 million.
NOTE 4: FAIR VALUE MEASUREMENTS
Carrying amounts reported on the consolidated balance sheets for cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturity of these instruments. The fair value of our debt is included in the following table:
| March 31, 2026 | December 31, 2025 | |||||||
| 2020 Notes, maturing 2028, fixed interest rate | $ | $ | ||||||
| ABL Credit Agreement (revolving loan), maturing 2027, variable interest rate | ||||||||
| $ | $ | |||||||
7
NOTE: 5 RECEIVABLES
Receivables consist of:
| March 31, 2026 | December 31, 2025 | |||||||
| Trade accounts receivable | $ | $ | ||||||
| Allowance for current expected credit losses | ( | ( | ||||||
| Unbilled receivables | ||||||||
| Taxes receivable | ||||||||
| Other | ||||||||
| $ | $ | |||||||
NOTE 6: INVENTORIES
Inventories are stated at the lower of net realizable value or current cost using the average cost method and consist of:
| March 31, 2026 | December 31, 2025 | |||||||
| Logs, chips and sawdust | $ | $ | ||||||
| Pulp | ||||||||
| Paperboard products | ||||||||
| Materials and supplies | ||||||||
| $ | $ | |||||||
NOTE 7: PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of:
| March 31, 2026 | December 31, 2025 | |||||||
| Land and land improvements | $ | $ | ||||||
| Buildings and improvements | ||||||||
| Machinery and equipment | ||||||||
| Construction in progress | ||||||||
| Property, plant and equipment | ||||||||
| Less accumulated depreciation and amortization | ( | ( | ||||||
| Property, plant and equipment, net | $ | $ | ||||||
8
NOTE 8: ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities consist of:
| March 31, 2026 | December 31, 2025 | |||||||
| Trade payables | $ | $ | ||||||
| Accrued compensation | ||||||||
| Operating lease liabilities | ||||||||
| Accrued discounts | ||||||||
| Other | ||||||||
| $ | $ | |||||||
Included in "Accounts payable and accrued liabilities" are $6.9 million and $7.4 million related to capital expenditures that had not yet been paid as of March 31, 2026 and December 31, 2025.
We maintain a program with a financial institution to provide our vendors with an option to receive payment earlier than our standard payment terms. As of March 31, 2026 and December 31, 2025, $2.8 million and $3.3 million of outstanding obligations under this program were included in "Other" in the table above.
NOTE 9: INCOME TAXES
For interim periods, accounting standards require that income tax expense be determined by applying the estimated annual effective income tax rate to year-to-date results, unless this method does not result in a reliable estimate of year-to-date income tax expense. Each period, the income tax accrual is adjusted to the latest estimate and the difference from the previously accrued year-to-date balance is adjusted to the current quarter.
For the quarters ended March 31, 2026 and 2025, we recognized an income tax benefit of $3.7 million and $1.8 million on loss from continuing operations. Our effective tax rate for the quarter ended March 31, 2026 varied from the U.S. federal statutory tax rate of 21 % primarily due to the effects of changes in state taxes and nondeductible compensation.
NOTE 10: DEBT
Long-term debt at the balance sheet dates consisted of:
| March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| Interest Rate at March 31, 2026 | Principal | Unamortized Debt Costs | Total | Principal | Unamortized Debt Costs | Total | ||||||||||||||||||||
| 2020 Notes, maturing 2028, fixed interest rate | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||
| ABL Credit Agreement (revolving loan), maturing 2027, variable interest rate | — | — | ||||||||||||||||||||||||
| Finance leases | — | — | ||||||||||||||||||||||||
| Total debt | ( | ( | ||||||||||||||||||||||||
| Less: current portion | ( | — | ( | ( | — | ( | ||||||||||||||||||||
| Net long-term portion | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||
ABL CREDIT AGREEMENT
Our ABL Credit Agreement matures on November 7, 2027. The revolving loan commitment under the ABL Credit Agreement is $375.0 million, subject to borrowing base limitations based on a percentage of applicable eligible receivables and eligible inventory. As of March 31, 2026, our eligible receivables and inventory supported up to $213.3 million availability under the line, of which we utilized $82.5 million, consisting of $79.0 million borrowings outstanding and $3.5 million to issue letters of credit. Borrowings under the ABL Credit Agreement are also subject to mandatory prepayment in certain circumstances, including in the event that borrowings exceed applicable borrowing base limits.
9
We may, at our option, prepay any borrowings under the ABL Credit Agreement, in whole or in part, at any time and from time to time without premium or penalty (except in certain circumstances). We may also increase the revolving commitments under the ABL Credit Agreement in an aggregate amount of up to $100 million, subject to obtaining commitments from any participating lenders and certain other conditions.
NOTE 11: OTHER OPERATING CHARGES, NET
The major components of “Other operating charges, net” in the Consolidated Statements of Operations for the quarter ended March 31, 2026 and 2025 are reflected in the table below and described in the paragraphs following the table. These items are considered outside of our core operations.
| Quarter Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Integration costs | ||||||||
| Cost reduction plan | ||||||||
| Loss on sale or impairment associated with assets | ||||||||
| Representation and warranty insurance proceeds | ( | |||||||
| Directors' equity-based compensation expense | ( | ( | ||||||
| Other | ||||||||
| $ | ( | $ | ||||||
During the first quarter of 2026, we recorded $11.1 million of income in "Other Operating Charges, Net." The main components include:
•expense of $0.1 million associated with integration activities (primarily professional services);
•expense of $0.7 million associated with our cost reduction plan;
•proceeds of $11.9 million related to claims made on our representations and warranties insurance policy; and
•reversal of expense of $0.7 million relating to directors' equity-based compensation which is remeasured each period based upon changes in our stock price.
During the first quarter of 2025, we recorded $11.8 million of expense in "Other Operating Charges, Net." The main components include:
•expense of $3.8 million associated with integration activities related to the Augusta operations;
•expense of $5.3 million associated with our cost reduction plan (primarily severance cost);
•loss of $0.1 million associated with impairment of assets; and
•reversal of expense of $0.4 million relating to directors' equity-based compensation which is remeasured each period based upon changes in our stock price.
NOTE 12: NON-OPERATING EXPENSE
The components of “Non-operating expense” in the Consolidated Statements of Operations for the quarter ended March 31, 2026 and 2025 are reflected in the table below:
| Quarter Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Interest expense | $ | ( | $ | ( | ||||
| Amortization of debt issuance costs | ( | ( | ||||||
| Interest income | ||||||||
| Interest expense, net | ( | ( | ||||||
| Non-operating pension and other postretirement employee benefits | ( | ( | ||||||
| Total non-operating expense | $ | ( | $ | ( | ||||
10
NOTE 13: RETIREMENT PLANS AND POSTRETIREMENT BENEFITS
The following table details the components of net periodic cost of our company-sponsored pension and other postretirement employee benefit plans for the periods presented:
| Quarter Ended March 31, | ||||||||
| Pension Benefit Plans | 2026 | 2025 | ||||||
| Service cost | $ | $ | ||||||
| Interest cost | ||||||||
| Expected return on plan assets | ( | ( | ||||||
| Amortization of actuarial loss | ||||||||
| Net periodic cost | $ | $ | ||||||
| Quarter Ended March 31, | ||||||||
| Other Postretirement Employee Benefit Plans | 2026 | 2025 | ||||||
| Service cost | $ | $ | ||||||
| Interest cost | ||||||||
| Amortization of actuarial gain | ( | ( | ||||||
| Net periodic cost | $ | $ | ||||||
We record the service component of net periodic cost as part of "Cost of sales" and "Selling, general, and administrative expenses," while the non-service component of net periodic cost is recorded in "Other non-operating expense" on our Consolidated Statements of Operations. For the quarter ended March 31, 2026, we recorded $0.6 million to "Cost of sales" and $0.1 million to "Selling, general, and administrative expenses." For the quarter ended March 31, 2025, we recorded $0.7 million to "Cost of sales" and $0.1 million to "Selling, general, and administrative expenses."
NOTE 14: ACCUMULATED OTHER COMPREHENSIVE LOSS
Accumulated other comprehensive loss, net of tax, is comprised of the following:
| Pension Plan Adjustments | Other Post Retirement Employee Benefit Plan Adjustments | Total | |||||||||
| Balance at December 31, 2024 | $ | ( | $ | $ | ( | ||||||
| Amounts reclassified from accumulated other comprehensive loss | ( | ||||||||||
| Balance at March 31, 2025 | $ | ( | $ | $ | ( | ||||||
| Balance at December 31, 2025 | $ | ( | $ | $ | ( | ||||||
| Amounts reclassified from accumulated other comprehensive loss | ( | ||||||||||
| Balance at March 31, 2026 | $ | ( | $ | $ | ( | ||||||
NOTE 15: STOCKHOLDERS' EQUITY
Common Stock Plans
We have stock-based compensation plans under which restricted stock awards and stock options are outstanding or granted subject to time or performance vesting requirements. At March 31, 2026, approximately 0.2 million shares were available for future issuance under our current plan.
11
| Quarter Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Total stock-based compensation expense | $ | $ | ||||||
| Income tax provision (benefit) related to stock-based compensation | $ | $ | ( | |||||
| Impact on cash flow due to taxes paid related to net share settlement of equity awards | $ | $ | ||||||
As of March 31, 2026, there was $11.6 million of total unrecognized compensation costs related to outstanding restricted stock unit awards.
During the quarter ended March 31, 2026, we granted 313,404 restricted stock units (time vesting) at an average grant date fair value of $14.73 per share and 169,753 restricted stock units (performance vesting) at an average grant date fair value of $14.69 per share.
NOTE 16: LOSS PER SHARE
Basic loss per share is based on the weighted-average number of shares of common stock outstanding. Diluted loss per share is based upon the weighted-average number of shares of common stock outstanding plus all potentially dilutive securities that were assumed to be converted into common shares at the beginning of the period under the treasury stock method. This method requires the effect of potentially dilutive common stock equivalents be excluded from the calculation of diluted earnings per share for the periods in which net losses from continuing operations are reported because the effect is anti-dilutive.
Shares excluded from the computation of diluted loss per share were 0.4 million for the quarter ended March 31, 2026 and 0.6 million for the quarter ended March 31, 2025 due to our loss position on continuing operations in both periods presented.
NOTE 17: COST REDUCTION PLAN
During 2025, we announced a plan to reduce our cost structure across operations and selling, general and administrative expenses as we right-size our operations after the sale of our tissue operations (discussed at Note 3). In connection with these activities, we incurred severance expense of $0.6 million associated with this plan, which was recorded in "Other operating charges, net" in the Consolidated Statement of Operations.
Changes in our severance liability (included in accounts payable and accrued liabilities on the consolidated balance sheet) for the quarter ended March 31, 2026 and 2025 are as follows:
| Quarter Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Beginning balance | $ | $ | ||||||
| Employee severance charges | ||||||||
| Cost paid or otherwise settled | ( | ( | ||||||
| Ending balance | $ | $ | ||||||
NOTE 18: SEGMENT DISCLOSURE
Our Chief Operating Decision Maker (CODM) evaluates performance and makes operating decisions about allocating resources based on financial data presented on a consolidated basis. Since our CODM evaluates financial performance on a consolidated basis, we have determined that we have a single operating segment composed of the consolidated financial results of Clearwater Paper.
Our CODM also reviews total assets, as reported on our consolidated balance sheets, and purchases of property and equipment, as reported on our consolidated statements of cash flows.
Our CODM utilizes other key operating metrics, including disaggregated measures of net sales by product line, disaggregation of significant segment expenses and Adjusted EBITDA in order to assess our financial performance.
Net sales classified by major product lines and a reconciliation of significant expenses to consolidated income from continuing operations is as follows:
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| Quarter Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net sales by product line: | ||||||||
| Food service | $ | $ | ||||||
| Folding carton | ||||||||
| Sheeting and distribution | ||||||||
| Pulp and other | ||||||||
| Total net sales | $ | $ | ||||||
| Input cost (raw materials and energy) | ||||||||
| Labor and overhead | ||||||||
| Supply chain costs (principally freight) | ||||||||
| Selling, general and administrative expenses | ||||||||
| Depreciation and amortization | ||||||||
| Interest expense, net | ||||||||
| Non-significant expenses | ( | |||||||
| Income tax benefit | ( | ( | ||||||
| Loss from continuing operations | $ | ( | $ | ( | ||||
Non-significant expenses is primarily made up of other operating charges, net and changes in inventory.
NOTE 19: INSURANCE RECOVERY
In connection with the acquisition of a paperboard manufacturing facility and associated business, we obtained representation and warranty insurance, subject to exclusions, a policy limit of $105 million, and certain other terms and conditions, to cover losses resulting from a breach of representations and warranties warranties in the Asset Purchase Agreement made by Graphic Packaging International, LLC, a wholly owned subsidiary of Graphic Packaging Holding Company. We have notified the insurance carriers of alleged breaches of certain representations and warranties contained in the Asset Purchase Agreement. In July and November 2025, we submitted claims to the insurance carriers for losses arising of the alleged breaches. During the quarter ended March 31, 2026, we received a partial settlement of $17.5 million related to these claims, of which $5.6 million was related to reimbursable costs and recorded within "Cost of Sales" and $11.9 million related to other breaches and reported within "Other operating charges, net" in our Consolidated Statements of Operations. This recovery is in addition to the recovery of $23 million received in the fourth quarter of 2025.
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| ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | ||||
The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto included herein and our audited Consolidated Financial Statements and Notes thereto for the year ended December 31, 2025, as well as the information under the heading “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are part of our Annual Report on Form 10-K for the year ended December 31, 2025.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in accordance with generally accepted accounting principles (GAAP) requires our management to select and apply accounting policies that best provide the framework to report our results of operations and financial position. The selection and application of those policies requires management to make difficult, subjective and complex judgments concerning reported amounts of revenue and expenses during the reporting period and the reported amounts of assets and liabilities at the date of the financial statements. As a result, it is possible that materially different amounts would be reported under different conditions or using different assumptions.
For a discussion of our critical accounting policies and estimates, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. There have been no material changes to the critical accounting policies and estimates disclosed in our Annual Report.
NON-GAAP MEASURES
In evaluating our business, we utilize several non-GAAP financial measures. A non-GAAP financial measure is generally defined by the SEC as one that purports to measure historical or future financial performance, financial position or cash flows, but excludes or includes amounts that would not be so excluded or included under applicable GAAP guidance. In this report on Form 10-Q, we disclose overall and segment earnings from operations before interest expense, net, non-operating pension and other post employment benefit costs, income tax expense, depreciation and amortization, other operating charges, net, and debt retirement costs as Adjusted EBITDA from continuing operations which is a non-GAAP financial measure. Adjusted EBITDA from continuing operations is not a substitute for the GAAP measure of net income or for any other GAAP measures of operating performance.
We have included Adjusted EBITDA from continuing operations on a consolidated basis in this report because we use it as an important supplemental measure of our performance and believe that it is frequently used by securities analysts, investors and other interested persons in the evaluation of companies in our industry, some of which present Adjusted EBITDA when reporting their results. We use Adjusted EBITDA from continuing operations to evaluate our performance as compared to other companies in our industry that have different financing and capital structures and/or tax rates. It should be noted that companies calculate Adjusted EBITDA differently and, therefore, our Adjusted EBITDA from continuing operations measure may not be comparable to Adjusted EBITDA reported by other companies. Our Adjusted EBITDA from continuing operations measure has material limitations as a performance measure because it excludes interest expense, net, income tax (benefit) expense and depreciation and amortization which are necessary to operate our business or which we otherwise incur or experience in connection with the operation of our business. In addition, we exclude other income and expense items which are outside of our core operations.
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The following table reconciles our Net loss to Adjusted EBITDA from continuing operations for the periods presented.
| Quarter Ended March 31, | ||||||||
| (In millions) | 2026 | 2025 | ||||||
| Net loss | $ | (12.8) | $ | (6.3) | ||||
| Less: loss from discontinued operations, net of tax | — | (0.4) | ||||||
| Loss from continuing operations | (12.8) | (5.9) | ||||||
| Income tax benefit | (3.7) | (1.8) | ||||||
| Interest expense, net | 5.0 | 3.3 | ||||||
| Depreciation and amortization | 23.4 | 22.0 | ||||||
| Other operating charges, net | (11.1) | 11.8 | ||||||
| Other non-operating expense | 1.1 | 0.3 | ||||||
| Adjusted EBITDA from continuing operations | $ | 1.9 | $ | 29.8 | ||||
OPERATING RESULTS FROM CONTINUING OPERATIONS
| Quarter Ended March 31, | |||||||||||
| 2026 | 2025 | % change | |||||||||
| Net sales | $ | 360.3 | $ | 378.2 | (5) | % | |||||
| Cost of sales | 361.2 | 341.5 | 6 | % | |||||||
| Selling, general and administrative expenses | 20.6 | 28.9 | (29) | % | |||||||
| Other operating charges, net | (11.1) | 11.8 | nm | ||||||||
| Loss from continuing operations | (10.4) | (4.0) | 160 | % | |||||||
| Adjusted EBITDA from continuing operations | $ | 1.9 | $ | 29.8 | (94) | % | |||||
| Adjusted EBITDA margin | 1 | % | 8 | % | |||||||
NET SALES
Net sales decreased 5% for the quarter ended March 31, 2026 compared to the quarter ended March 31, 2025 with increased sales volume to existing customers more than offset by market driven price decreases and changes in our product mix.
| Quarter Ended March 31, | |||||||||||
| 2026 | 2025 | % change | |||||||||
| Paperboard shipments (short tons) | 302,918 | 289,487 | 4.6 | % | |||||||
| Paperboard sales price (per short ton) | $ | 1,101 | $ | 1,188 | (7.3) | % | |||||
COST OF SALES
Costs included in our cost of sales include input costs (principally raw materials and energy), labor and overhead and supply chain costs (principally freight and outside warehousing). The table below provides the details of our cost of sales for the quarters ended March 31, 2026 and 2025.
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| Quarter Ended March 31, | |||||||||||
| 2026 | 2025 | % change | |||||||||
| Input cost | $ | 167.6 | $ | 168.4 | (0.5) | % | |||||
| Labor and overhead | 121.7 | 117.1 | 3.9 | % | |||||||
| Supply chain costs | 39.6 | 36.3 | 9.1 | % | |||||||
| Other | 9.9 | (1.3) | nm | ||||||||
| Depreciation and amortization | 22.4 | 21.0 | 6.6 | % | |||||||
| Cost of sales | $ | 361.2 | $ | 341.5 | 5.8 | % | |||||
Cost of sales increased 6% for the quarter ended March 31, 2026 compared to the quarter ended March 31, 2025 due to price spikes in natural gas and other adverse impacts associated with the cold weather events that occurred early in the first quarter of 2026. Input costs were relatively flat with minor increases in chemicals and energy. Our labor and overhead increased due to higher maintenance costs associated with the weather events. Supply chain costs increased due to higher volumes and higher freight costs per ton because of inefficiencies due to the weather events. Other cost increased due to inventory reductions in the first quarter of 2026 which was driven by lower production which was caused by weather events.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses decreased 29% for the quarter ended March 31, 2026 compared to the quarter ended March 31, 2025 primarily as a result of our planned cost reduction efforts.
OTHER OPERATING CHARGES
See Note 11, "Other operating charges," of the Notes to the Consolidated Financial Statements included in Item 1 of this report for additional information.
OVERALL INCOME FROM CONTINUING OPERATIONS AND ADJUSTED EBITDA
Operating income from continuing operations decreased for the quarter ended March 31, 2026 as compared to the quarter ended March 31, 2025 due to the weather event and lower sales prices, offset by higher sales volumes and insurance recovery. For the quarter ended March 31, 2026, Adjusted EBITDA from continuing operations decreased as compared to the quarter ended March 31, 2025 due to the weather event and lower sales prices, offset by higher sales volumes.
POTENTIAL IMPAIRMENTS
We review from time to time possible dispositions or reorganization of various assets in light of current and anticipated economic and industry conditions, our strategic plan and other relevant factors. Because a determination to dispose or reorganize particular assets may require management to make assumptions regarding the transaction structure of the disposition or reorganization and to estimate the net sales proceeds, which may be less than previous estimates of undiscounted future net cash flows, we may be required to record impairment charges in connection with decisions to dispose of assets.
OUTLOOK
Looking forward to the second quarter of fiscal 2026, we expect operating costs to be higher due to our planned major maintenance outage at our Lewiston, Idaho facility and increases in petroleum based input costs, including chemicals, energy and transportation related costs.
In the second quarter of 2026, we announced planned cost reductions and production curtailments at our Cypress Bend, Arkansas facility. We expect these actions to deliver $8 to $12 million of annualized cost savings, while not impacting shipment volumes.
One of our union agreements associated with our Lewiston, Idaho facility expired in the third quarter of 2025. Early in the second quarter of 2026, we ratified the agreement and expect to incur retroactive payments on wage increases back to the expiration date of $2.0 million to $2.5 million.
AUGUSTA ACQUISITION - REPRESENTATION AND WARRANTY INSURANCE CLAIM
In connection with our acquisition of our Augusta, Georgia mill from Graphic Packaging International, LLC, a wholly owned subsidiary of Graphic Packaging Holding Company, we obtained representation and warranty insurance, subject to exclusions, a policy limit of $105 million, and certain other terms and conditions, to cover
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losses resulting from a breach of these representations and warranties. During 2025, we notified the insurance carriers of alleged breaches of certain representations and warranties contained in the Purchase Agreement. During the quarter ended March 31, 2026, we received a partial settlement of $17.5 million related to these claims, of which $5.6 million was related to reimbursable costs and recorded within "Cost of sales" and $11.9 million related to other breaches and reported within "Other operating charges, net" in our Consolidated Statements of Operations. As of March 31, 2026, we have $50 million remaining under our policy limit. Although we believe that our claims are meritorious, no assurance can be given as to whether we will recover additional proceeds related to these claims.
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LIQUIDITY AND CAPITAL RESOURCES
Our principal sources of liquidity are existing cash, cash generated by our operations and our ability to borrow under such credit facilities as we may have in effect from time to time. At times, we may also issue equity, debt or hybrid securities or engage in other capital market transactions. Due to the competitive and cyclical nature of the markets in which we operate, there is uncertainty regarding the amount of cash flows we will generate during the next twelve months. However, we believe that our cash flows from operations, our cash on hand and our borrowing capacity under our credit agreements will be adequate to fund debt service requirements and provide cash to support our ongoing operations, capital expenditures and working capital needs for the next twelve months.
Our principal uses of liquidity are paying the costs and expenses associated with our operations, servicing outstanding indebtedness and making capital expenditures. We may also from time to time prepay or repurchase outstanding indebtedness or shares or acquire assets or businesses that are complementary to our operations. Any such repurchases may be commenced, suspended, discontinued or resumed, and the method or methods of affecting any such repurchases may be changed at any time or from time to time without prior notice.
Operating Activities
Net cash flows provided by operating activities for the quarter ended March 31, 2026 were $0.5 million compared to $1.5 million for the quarter ended March 31, 2025. This decrease was driven by lower operating performance offset by insurance recoveries of $17.5 million and income tax refunds of $4 million. Accounts receivable and accounts payable agings as of March 31, 2026 have remained relatively consistent with balances as of December 31, 2025.
Investing Activities
Net cash flows used in investing activities for the quarter ended March 31, 2026 were $9.1 million compared to $32.7 million in the same period of the prior year related to capital expenditures. Included in "Accounts payable and accrued liabilities" on our Consolidated Balance Sheets were $6.9 million and $16.6 million related to unpaid capital expenditures at March 31, 2026 and 2025.
During 2026, we expect cash paid for capital expenditures to be approximately $65 million to $75 million.
Financing Activities
During the quarter ended March 31, 2026, net cash provided by financing activities was $14.3 million. We borrowed $15.0 million under our credit agreements. We used $0.5 million in connection with income tax withholding requirements associated with our employee stock-based compensation plans.
During the quarter ended March 31, 2025, net cash used in financing activities was $4.4 million. We used $10.9 million to repurchase stock and $2.3 million in connection with income tax withholding requirements associated with our employee stock-based compensation plans. Additionally, as of March 31, 2025, we collected $8.9 million in cash related to the transition services agreement which was remitted during the second quarter of 2025.
ABL Credit Agreement
We are party to a Credit Agreement, dated July 26, 2019, with JPMorgan Chase Bank, N.A., as administrative agent and several lenders (which may be amended from time to time, the “ABL Credit Agreement”) consists of a $375 million revolving loan commitment, subject to borrowing base limitations. The ABL Credit Agreement matures on November 7, 2027. As of March 31, 2026, our eligible receivables and inventory supported up to $213.3 million availability under the ABL of which we utilized $82.5 million, consisting of $79.0 million borrowings outstanding and $3.5 million under letters of credit. Borrowings under the ABL Credit Agreement are subject to mandatory prepayment in certain circumstances. We may also increase commitments under the ABL Credit Agreement in an aggregate principal amount of up to $100 million, subject to obtaining commitments from any participating lenders and certain other conditions. We may, at our option, prepay and reborrow any borrowings under the ABL Credit Agreement, in whole or in part, at any time and from time to time without premium or penalty (except in certain circumstances).
Under the ABL Credit Agreement, loans may bear interest based on SOFR (secured overnight financing rate) or annual base rate, as applicable, plus, in each case, an applicable margin that is based on availability, as calculated under the ABL Credit Agreement that may vary from 1.25% per annum to 1.75% per annum in the case of SOFR loans and 0.25% per annum to 0.75% per annum in the case of annual base rate loans. In addition, a commitment fee based on unused availability is also payable which may vary from 0.25% per annum to 0.375% per annum.
The ABL Credit Agreement also contains a financial covenant, which requires us to maintain a consolidated fixed charge coverage ratio of not less than 1.10x to 1.00x, provided that the financial covenant under the ABL Credit Agreement is only applicable during an event of default or if availability, as calculated under the ABL Credit
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Agreement, is at any time less than or equal to the greater of (i) 10.0% of the lesser of the borrowing base and the maximum $375 million of current revolving loan commitments and (ii) $25 million.
PCA CREDIT AGREEMENT
We are party to an amended and restated credit agreement dated as of May 1, 2024 with AgWest Farm Credit, PCA, as administrative agent and several lenders (which may be amended from time to time, the “PCA Credit Agreement”) that consists of a term revolver commitment in the amount of $264.6 million and which is subject to an annual reduction of 2% of the commitments then in effect. As of March 31, 2026, we had no borrowings on the term revolver. We may increase term revolver commitments under the PCA Credit Agreement in an aggregate amount of up to $60.0 million, subject to obtaining commitments from any participating lenders and certain other conditions. The PCA Credit Agreement matures on May 1, 2029, subject to a springing maturity beginning on the day that is 91 days prior to the maturity of the Company’s 2020 Notes if the outstanding principal amount of the 2020 Notes plus $50.0 million is at any time during such 91 day period greater than the sum of our available borrowing liquidity and unrestricted cash.
We may prepay and reborrow any borrowings under the PCA Credit Agreement, in whole or in part, at any time and from time to time without premium or penalty (except in certain circumstances). In addition, we must make mandatory prepayments of principal under the PCA Credit Agreement upon the occurrence of certain asset sales.
Under the PCA Credit Agreement, loans generally may bear interest based on SOFR or the administrative agent’s fixed rate, as applicable, plus, in each case, an applicable margin of 3.65% per annum. We may receive patronage dividends under the PCA Credit Agreement. Patronage dividends are distributions of profits from banks in the farm credit system. Patronage dividends, which are generally made in cash, are accrued as earned and recorded as a reduction to interest expense.
At March 31, 2026, we were in compliance with the covenants associated with our ABL Credit Agreement and PCA Credit Agreement, and based on our current financial projections, we expect to remain in compliance. However, if our financial position, results of operations or market conditions deteriorate, we may not be able to remain in compliance. There can be no assurance that we will be able to remain in compliance with our credit agreements.
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| ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk | ||||
There have been no significant developments with regard to our exposure to market risk for the quarter ended March 31, 2026. For a discussion of certain market risks to which we may be exposed, see Part II, “Item 7A, Quantitative and Qualitative Disclosures about Market Risk,” of our Annual Report on Form 10-K for the year ended December 31, 2025.
| ITEM 4. | Controls and Procedures | ||||
As of March 31, 2026, our Chief Executive Officer (CEO) and Chief Financial Officer (CFO) have carried out, with the participation of our Disclosure Committee and management, an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the Act). Based upon this evaluation, the CEO and CFO have concluded that our disclosure controls and procedures are effective to provide reasonable assurance that material information required to be disclosed by us in reports we file under the Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and that information required to be disclosed by us in the reports we file or submit under the Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the quarter ended March 31, 2026 that has materially affected, or is likely to materially affect, our internal control over financial reporting.
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Part II
| ITEM 1. | Legal Proceedings | ||||
We may from time to time be involved in claims, proceedings and litigation arising from our business and property ownership. We believe, based on currently available information, that the results of such proceedings, in the aggregate, will not have a material adverse effect on our financial condition, results of operations and cash flows.
The matter below is included per Item 103(c)(3) of Regulation S-K of the Securities Exchange Act of 1934, as amended.
Environmental Lawsuit Related to the Company’s Facility in Augusta, Georgia
The Company was named as a defendant in a complaint filed on February 5, 2025 in the Superior Court of Chatham County in the State of Georgia, styled The Mayor and Aldermen of the City of Savannah, Georgia v. 3M Company, et al. (the “Environmental Lawsuit”).
The plaintiff seeks monetary damages and equitable and injunctive relief in connection with the alleged presence of per- and poly-fluoroalkyl substances (“PFAS”) in the plaintiffs’ source water supply used to produce drinking water.
The Environmental Lawsuit names over fifty defendants and categorizes them separately as: (1) the “PFAS Manufacturer” defendants who allegedly created and sold PFAS or PFAS-containing products to various industries in Georgia and South Carolina, and (2) the “PFAS User” defendants who allegedly “purchased and used PFAS and products containing or degrading into PFAS in their industrial processes” and discharged PFAS. The plaintiff alleges the Company, which operates a facility in Augusta, Georgia that it recently acquired in May of 2024, is a PFAS User defendant. In 2025 the case was transferred to the multidistrict litigation established for Aqueous Film-Forming Foams (AFFF) Products Liability Litigation, in federal district court for the District of South Carolina, where it is presently pending. The Company believes it has meritorious defenses to the claims and intends to vigorously defend this matter.
| ITEM 1A. | Risk Factors | ||||
There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025. See Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, entitled “Risk Factors.”
| ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | ||||
Our Board of Directors approved a new stock repurchase program on October 31, 2024 authorizing the repurchase of up to $100 million of our common stock. As of March 31, 2026, we had up to $79.5 million of authorized repurchases available.
The repurchase program authorizes purchases of our common stock from time to time through open market purchases, negotiated transactions or other means, including accelerated stock repurchases and 10b5-1 trading plans in accordance with applicable securities laws and other restrictions. We have no obligation to repurchase stock under this program and may suspend or terminate the program at any time. The authorization has no expiration date.
No shares were repurchased during the quarter ended March 31, 2026.
| ITEM 5. | Other Information. | ||||
Rule 10b5-1 Trading Arrangements
During the quarter ended March 31, 2026, none of our officers or directors adopted or terminated a Rule 10b5-1 arrangement or non-Rule 10b5-1 trading arrangement, as each is defined in Item 408(a) of Regulation S-K.
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ITEM 6. Exhibits
The following exhibits are filed as part of, or are incorporated by reference in, this report:
| Incorporated by Reference | |||||||||||||||||
| EXHIBIT | EXHIBIT DESCRIPTION | Filed herewith? | Form | Exhibit No. | Date Filed | ||||||||||||
| 31* | X | ||||||||||||||||
| 32* | X | ||||||||||||||||
| 101.INS | XBRL Instance Document. | ||||||||||||||||
| 101.SCH | XBRL Taxonomy Extension Schema. | ||||||||||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase. | ||||||||||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase. | ||||||||||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase. | ||||||||||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase. | ||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | ||||||||||||||||
* | In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibit 32 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act. | ||||
| ** | Certain schedules, annexes and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules, annexes and exhibits, or any section thereof, to the SEC upon request. | ||||
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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 thereunto duly authorized.
| CLEARWATER PAPER CORPORATION | ||||||||||||||
| (Registrant) | ||||||||||||||
| April 28, 2026 | By: | /s/ ARSEN S. KITCH | ||||||||||||
| Arsen S. Kitch | ||||||||||||||
| President, Chief Executive Officer and Director (Principal Executive Officer) | ||||||||||||||
| April 28, 2026 | By: | /s/ SHERRI J. BAKER | ||||||||||||
| Sherri J. Baker | ||||||||||||||
| Senior Vice President, Chief Financial Officer (Principal Financial Officer) | ||||||||||||||
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