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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): October 28, 2025 (October 24, 2025)
CLW Logo.jpg
CLEARWATER PAPER CORPORATION
(Exact name of registrant as specified in its charter)
DE 001-34146 20-3594554
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
601 West Riverside, Suite 1100   99201
Spokane, WA
(Address of principal executive offices)   (Zip Code)
(509) 344-5900
(Registrant’s telephone number, including area code)
Not Applicable
(Former name of former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchanged on which registered
Common Stock, par value $0.0001 per share CLW New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





Item 2.02.     Results of Operations and Financial Condition.

On October 28, 2025, Clearwater Paper Corporation (the “Company”) announced its results of operations and financial condition for the third quarter ending September 30, 2025. A copy of the press release containing this announcement is furnished as Exhibit 99.1 hereto. In addition, a copy of the Company’s Third Quarter Supplemental Information is furnished as Exhibit 99.2 hereto.
In addition to disclosing financial results calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), the following are disclosed in the attached Adjusted EBITDA from continuing operations, which is defined as earnings before interest expense, taxes, depreciation and amortization, other operating credits and charges, net and other non-operating items from continuing operations. Adjusted net income (loss) from continuing operations is calculated by excluding from net income, goodwill impairment charges, other operating credits and charges, net, income (loss) from discontinued operations, net of tax and adjusts for a normalized tax rate. Adjusted EBITDA from continuing operations and adjusted net income (loss) from continuing operations are not a substitute for the GAAP measure of net income or other GAAP measures of operating performance.
The Company discloses Adjusted EBITDA in the attached because it is used as an important supplemental measure of its performance and believes that similarly-titled measures are frequently used by securities analysts, investors and other interested persons in the evaluation of companies in its industry, some of which present similarly-titled measures when reporting their results. The Company uses Adjusted EBITDA to evaluate its performance as compared to other companies in its industry that have different financing and capital structures and/or tax rates. It should be noted that companies calculate similarly-titled measures differently and, therefore, as presented by the Company may not be comparable to similarly-titled measures reported by other companies. In addition, Adjusted EBITDA has material limitations as a performance measure because it excludes interest expense, income tax expense and depreciation and amortization which are necessary to operate the Company's business or which the Company otherwise incurred or experienced in connection with the operation of its business.
The Company believes that adjusted net income (loss) from continuing operations, which excludes goodwill impairment charges, income (loss) from discontinued operations, net of tax and other operating credits and charges, net, adjusted for a normalized tax rate is a useful measure for evaluating our ability to generate earnings and that providing this measure will allow investors to 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 this measure is 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-titled measures differently and, therefore, as presented by the Company may not be comparable to similarly-titled measures reported by other companies. In addition, adjusted net income has material limitations as a performance measure because it excludes items that are actually incurred or experienced in connection with the operations of the Company's business.
The information in Item 2.02, including Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Steve Bowden, the Company’s Senior Vice President, Operations, will become the Company’s Senior Vice President, Commercial effective on January 1, 2026.





Item 9.01.     Financial Statements and Exhibits

(d) Exhibit Index
Exhibit Description
99.1
99.2





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: October 28, 2025
CLEARWATER PAPER CORPORATION
By: /s/ REBECCA A. BARCKLEY
Rebecca A. Barckley, Vice President, Corporate Controller (Principal Accounting Officer)

EX-99.1 2 clw-2025930x8kexhibit991.htm EX-99.1 Document

Exhibit 99.1

Clearwater Paper Reports Third Quarter 2025 Results
SPOKANE, Wash.--(BUSINESS WIRE)--October 28, 2025 --Clearwater Paper Corporation (NYSE:CLW), a premier independent supplier of bleached paperboard to North American converters today reported financial results for the third quarter ended September 30, 2025.
THIRD QUARTER HIGHLIGHTS
•Net sales of $399 million, up 1% from the third quarter of 2024 primarily due to a 3% increase in shipment volumes, partially offset by lower pricing
•Net loss of $53 million, or $3.30 per diluted share compared to net income of $6 million, or $0.35 per diluted share in the third quarter of 2024, primarily due to a $45 million non-cash impairment of goodwill
•Adjusted net loss from continuing operations of $8 million, or $0.51 per diluted share compared to adjusted net loss from continuing operations of $11 million, or $0.64 per diluted share in the third quarter of 2024
•Adjusted EBITDA from continuing operations of $18 million compared to $21 million of Adjusted EBITDA from continuing operations in the third quarter of 2024
•Successfully completed the planned major maintenance outage at our Lewiston, Idaho mill at a direct cost of approximately $24 million
•Continued to capture benefits from fixed cost reduction actions; on track to deliver nearly $50 million of fixed cost reduction in 2025, ahead of our target of $30 to $40 million
“We delivered a strong third quarter that was on the upper end of our expected adjusted EBITDA range, driven by higher shipments, improved production, and continued execution of our fixed cost reduction efforts,” said Arsen Kitch, president and chief executive officer. “Our Lewiston team also did an outstanding job completing the major maintenance outage as planned”
OVERALL RESULTS
For the third quarter of 2025, Clearwater Paper reported net sales of $399 million compared to $393 million for the third quarter of 2024. Clearwater Paper reported net loss from continuing operations in the third quarter of 2025 of $54 million, or $3.34 per diluted share compared to net loss from continuing operations of $11 million, or $0.64 per diluted share for the third quarter of 2024. The increase in net loss was primarily driven by a $48 million, or $45 million tax affected, non-cash goodwill impairment charge. The Company accumulated $35.1 million of goodwill through the acquisition of Manchester Industries in 2016 and $12.9 million of goodwill through the acquisition of the Augusta facility in 2024. The impairment was driven by the decline in Clearwater Paper market capitalization as compared to the increase in book value driven by the gain on the divestiture of the Tissue business late in 2024. Adjusted EBITDA from continuing operations was $18 million for the third quarter of 2025 compared to $21 million in the third quarter of 2024. The decrease in Adjusted EBITDA from continuing operations was due to the timing of our major maintenance outage at our Lewiston facility and reduced sales prices, offset by higher sales volumes, lower input costs and our planned cost reduction activities. The Lewiston outage occurred in the second quarter of 2024 as compared to the third quarter of this year.
For the first nine months of 2025, Clearwater Paper reported net sales of $1.2 billion compared to $997 million for the first nine months of 2024. Clearwater Paper reported net loss from continuing operations in the first nine months of 2025 of $56 million, or $3.47 per diluted share, due primarily to the non-cash goodwill impairment charge, compared to net loss from continuing operations of $54 million, or $3.27 per diluted share for the first nine months of 2024. Adjusted EBITDA from continuing operations was $87 million compared to $27 million in the first nine months of 2024. The increase in Adjusted EBITDA from continuing operations was primarily driven by higher sales volume and benefits from our cost reduction plan, offset by lower sales prices.
Sales volumes and prices:



• Sales volumes were 324,198 tons in the third quarter of 2025, an increase of 3% compared to 314,320 tons in the third quarter of 2024. Sales volumes were 918,399 tons in the nine months of 2025, an increase of 19% compared to 774,207 tons in the first nine months of 2024.
• Paperboard average net selling price decreased 3% to $1,160 per ton for the third quarter of 2025, compared to $1,192 per ton in the third quarter of 2024. Paperboard average net selling price decreased 4% to 1,176 per ton for the first nine months of 2025, compared to $1,223 per ton in the first nine months of 2024.

COMPANY OUTLOOK
“SBS continues to be in an oversupplied position, which we believe is also impacting the broader consumer paperboard market. While we remain optimistic about a recovery, we are focused on what is within our control, namely reducing our fixed costs and maintaining our market share. We believe that our high quality assets are well positioned to generate significant cash flows and strong returns on capital in the long run,” concluded Kitch.
WEBCAST INFORMATION
Clearwater Paper Corporation will discuss these results during an earnings conference call that begins at 2:00 p.m. Pacific Time on October 28, 2025. A live webcast and accompanying supplemental information will be available on the company's website. A replay of the conference call will be available on the website beginning at 5:00 p.m. Pacific Time the same day.
ABOUT CLEARWATER PAPER CORPORATION
Clearwater Paper is a premier independent supplier of paperboard packaging products to North American converters. Headquartered in Spokane, Wash., our team produces high-quality paperboard that provides sustainable packaging solutions for consumer goods and food service applications. For additional information, please visit our website at www.clearwaterpaper.com.
USE OF NON-GAAP MEASURES
In this press release, the company presents certain non-GAAP financial information for the third quarter and first nine months of 2025 and 2024, including adjusted net income (loss) from continuing operations and Adjusted EBITDA from continuing operations. Because these amounts are not in accordance with GAAP, reconciliations to net income (loss) from continuing operations and Adjusted EBITDA from continuing operations as determined in accordance with GAAP are included in the tables at the end of this press release. The company presents these non-GAAP metrics because management believes they assist investors and analysts in comparing the company's performance across reporting periods on a consistent basis by excluding items that the company does not believe are indicative of its core operating performance. In addition, the company uses Adjusted EBITDA from continuing operations: (i) as a factor in evaluating management’s performance when determining incentive compensation, (ii) to evaluate the effectiveness of the company's business strategies, and (iii) because the company's credit agreement and the indentures governing the company's outstanding notes use metrics similar to Adjusted EBITDA from continuing operations to measure the company's compliance with certain covenants.
FORWARD-LOOKING STATEMENTS
This press release contains certain “forward-looking” statements within the meaning of Section 27A of 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: our outlook for the next quarter, our ability to continue realizing additional savings from our fixed cost reduction efforts and retain our market share, our focus on operational execution amid challenging SBS industry conditions and our emphasis on maintaining strategic actions and customer relationships to navigate the industry down cycle. 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 of operations may differ materially from those expressed or implied by the forward-looking statements contained in this press release.



Factors that could cause or contribute to such material differences in actual results include, but are not limited to: there may be unexpected costs, charges or expenses resulting from the tissue business sale transaction; achievement of anticipated financial results and other benefits of the tissue business sale transaction; potential risks associated with operating without the tissue business, including less diversification in products offered; changes in the company’s capital structure; risks relating to the achievement of anticipated financial results and other benefits of the Augusta, Georgia paperboard manufacturing facility acquisition, including from our integration efforts and the recovery of any losses related to the representation-and-warranty insurance claim; competitive pricing pressures for the company’s products, including as a result of capacity additions, demand reduction and the impact of foreign currency fluctuations on the pricing of products globally; changes in the U.S. and international economies and in general economic conditions in the regions and industries in which we operate; increased regulation of retaliatory trade actions in response to announced or proposed U.S. tariffs, including potential impact on costs, structure, supply chains, or consumer demand; cyclical industry conditions; manufacturing or operating disruptions, including equipment malfunctions and damage to the company’s manufacturing facilities; the loss of, changes in prices in regard to, or reduction in, orders from a significant customer; changes in the cost and availability of wood fiber and wood pulp; changes in energy, chemicals, packaging and transportation costs and disruptions in transportation services impacting the company’s ability to receive inputs or ship products to customers; reliance on a limited number of third-party suppliers, vendors and service providers required for the production of the company’s products and the company’s operations; changes in customer product preferences and competitors’ product offerings; changes in labor contracts, including any related wage adjustments; labor disruptions; cyber-security risks; larger competitors having operational, financial and other advantages; consolidation and vertical integration of converting operations in the paperboard industry; the company’s ability to execute on the company’s growth and expansion strategies; the company’s ability to successfully execute capital projects and other activities to operate the company’s assets, including effective maintenance, implement the company’s 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 the company’s pension plans; environmental liabilities or expenditures and climate change; risks and costs associated with new or ongoing environmental litigation, including PFAS related claims or regulatory actions affecting recently acquired facilities; the company’s ability to attract, motivate, train and retain qualified and key personnel; the company’s ability to service the company’s debt obligations and restrictions on the company’s business from debt covenants and terms; changes in the company’s banking relations, or in the company’s customer supply chain financing; negative changes in the company’s credit agency ratings; changes in laws, regulations or industry standards affecting the company’s business; and other risks and uncertainties described from time to time in the company’s public filings with the Securities and Exchange Commission, including the company’s Annual Report on Form 10-K for the year ended December 31, 2024. The forward-looking statements are made as of the date of this press release and the company does not undertake to update any forward-looking statements based on new developments or changes in the company’s expectations after the date of this press release.




Clearwater Paper Corporation
Consolidated Statements of Operations
(Unaudited)
Quarter Ended September 30, Nine Months Ended September 30,
(In millions, except per-share data) 2025 2024 2025 2024
Net sales $ 399.0  $ 393.3  $ 1,169.0  $ 996.5 
Costs and expenses:
Cost of sales 380.3  363.2  1,070.6  935.1 
Selling, general and administrative expenses 24.7  31.6  79.7  90.0 
Other operating charges, net 1
1.5  (0.3) 20.4  20.3 
Goodwill impairment 48.0  —  48.0  — 
Total operating costs and expenses 454.4  394.5  1,218.7  1,045.4 
Loss from continuing operations (55.4) (1.2) (49.6) (48.9)
Interest expense, net (4.7) (13.1) (12.0) (24.0)
Other non-operating income (expense) (0.3) 0.3  (0.9) 1.0 
Total non-operating expense (5.0) (12.8) (12.9) (22.9)
Loss from continuing operations before income taxes (60.4) (14.0) (62.6) (71.8)
Income tax benefit (6.5) (3.3) (6.3) (17.4)
Loss from continuing operations (53.9) (10.7) (56.2) (54.4)
Income (loss) from discontinued operations, net of tax 0.6  16.6  (0.7) 51.6 
Net income (loss) $ (53.3) $ 5.8  $ (56.9) $ (2.8)
Net income (loss) per common share (basic and diluted):
Loss per share from continuing operations $ (3.34) $ (0.64) $ (3.47) $ (3.27)
Income (loss) per share from discontinued operations 0.04  1.00  (0.04) 3.10 
Net income (loss) per share $ (3.30) $ 0.35  $ (3.51) $ (0.17)
Average shares outstanding (in thousands):
Basic and diluted 16,142  16,620  16,213  16,629 
1 Other operating charges, net consist of amounts unrelated to ongoing core operating activities. Please refer to Note 13 within Clearwater Paper's Form 10-Q filed with the SEC for the period ended September 30, 2025 for the detailed breakout of this amount.




Clearwater Paper Corporation
Condensed Consolidated Balance Sheets
(Unaudited)
(In millions) September 30, 2025 December 31, 2024
Assets
Current assets:
Cash and cash equivalents $ 34.4  $ 79.6 
Receivables, net 161.7  188.7 
Inventories, net 283.2  258.0 
Other current assets 8.7  19.1 
Total current assets 487.9  545.4 
Property, plant and equipment 2,379.5  2,328.4 
Accumulated depreciation and amortization (1,363.6) (1,305.4)
Property, plant and equipment, net 1,015.9  1,023.1 
Goodwill and intangible assets, net 2.7  52.9 
Other assets, net 54.9  57.9 
Total assets $ 1,561.4  $ 1,679.2 
Liabilities and stockholders' equity
Current liabilities:
Current portion of long-term debt $ 0.6  $ 0.6 
Accounts payable and accrued liabilities 231.7  319.7 
Total current liabilities 232.4  320.4 
Long-term debt 335.5  281.6 
Liability for pension and other postretirement employee benefits 51.6  52.5 
Deferred tax liabilities 80.9  89.7 
Other long-term obligations 78.2  80.5 
Total liabilities 778.5  824.7 
Stockholders' equity:
Common stock —  — 
Additional paid-in capital 8.2  11.5 
Treasury stock, at cost (14.8) (3.3)
Retained earnings 823.9  880.8 
Accumulated other comprehensive loss, net of tax (34.3) (34.5)
Total stockholders' equity 783.0  854.6 
Total liabilities and stockholders' equity $ 1,561.4  $ 1,679.2 



Clearwater Paper Corporation
Consolidated Statements of Cash Flows
(Unaudited)
Quarter Ended September 30, Nine Months Ended September 30,
(In millions) 2025 2024 2025 2024
Operating activities
Net income (loss) $ (53.3) $ 5.8  $ (56.9) $ (2.8)
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
Goodwill impairment 48.0  —  48.0  — 
Depreciation and amortization 23.8  24.2  68.7  78.3 
Equity-based compensation expense 0.6  (0.9) 4.1  7.2 
Deferred taxes (6.4) (4.9) (7.0) (10.0)
Defined benefit pension and other postretirement employee benefits —  (1.5) (0.3) (3.2)
Gain on business divestiture (1.1) —  (1.1) — 
Amortization of deferred debt costs 0.6  0.9  1.7  2.0 
Loss on sale or impairment associated with assets 2.0  0.7  5.1  1.6 
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable 4.2  (4.6) 26.8  (62.3)
Increase in inventories —  (6.6) (25.3) (5.6)
Decrease in other current assets 5.7  3.4  9.9  3.4 
Increase (decrease) in accounts payable and accrued liabilities 11.4  (0.1) (65.0) 89.8 
Other, net (1.3) (0.4) (1.4) (1.9)
Net cash flows provided by operating activities 33.9  16.1  7.3  96.5 
Investing activities
Additions to property, plant and equipment, net (18.3) (47.0) (73.9) (83.6)
Acquisition of business —  —  —  (708.2)
Adjustment to proceeds from business divestiture (12.1) —  (12.1) — 
Net cash flows used in investing activities (30.4) (47.0) (86.0) (791.8)
Financing activities
Borrowings on long-term debt 7.0  30.0  72.0  753.5 
Repayments of long-term debt (0.2) (0.4) (18.5) (50.9)
Taxes paid related to net share settlement of equity awards
Repurchases of common stock (2.1) (2.5) (17.2) (6.0)
Payments of debt issuance costs —  (0.4) —  (4.9)
Other, net (20.6) 0.1  (2.8) (2.7)
Net cash flows (used in) provided by financing activities (15.9) 26.8  33.5  688.9 
Decrease in cash and cash equivalents (12.3) (4.1) (45.2) (6.5)
Cash and cash equivalents at beginning of period 46.7  39.6  79.6  42.0 
Cash and cash equivalents at end of period $ 34.4  $ 35.5  $ 34.4  $ 35.5 





Clearwater Paper Corporation
Reconciliation of Non-GAAP Financial Measures
Adjusted EBITDA
(Unaudited)
Quarter Ended September 30, Nine Months Ended September 30,
(In millions) 2025 2024 2025 2024
Net income (loss) $ (53.3) $ 5.8  $ (56.9) $ (2.8)
Add (deduct):
Less: income (loss) from discontinued operations, net of tax 0.6  16.6  (0.7) 51.6 
Loss from continuing operations (53.9) (10.7) (56.2) (54.4)
Income tax benefit (6.5) (3.3) (6.3) (17.4)
Interest expense, net 4.7  13.1  12.0  24.0 
Goodwill impairment 48.0  —  48.0  — 
Depreciation and amortization 23.8  22.4  68.7  48.3 
Inventory revaluation on acquired business —  —  —  6.8 
Other operating charges, net 1
1.5  (0.3) 20.4  20.3 
Other non-operating expense (income) 0.3  (0.3) 0.9  (1.0)
Adjusted EBITDA from continuing operations $ 17.8  $ 20.9  $ 87.4  $ 26.6 

1 Other operating charges, net consist of amounts unrelated to ongoing core operating activities. Please refer to Note 13 within Clearwater Paper's Form 10-Q filed with the SEC for the period ended September 30, 2025 for the detailed breakout of this amount.





Clearwater Paper Corporation
Reconciliation of Non-GAAP Financial Measures
(Unaudited)
Quarter Ended September 30, Nine Months Ended September 30,
(In millions, except per share data) 2025 2024 2025 2024
Adjusted income (loss) from continuing operations:
Net income (loss) $ (53.3) $ 5.8  $ (56.9) $ (2.8)
Add (deduct):
Less: income (loss) from discontinued operations, net of tax 0.6  16.6  (0.7) 51.6 
Loss from continuing operations (53.9) (10.7) (56.2) (54.4)
Add back:
Income tax benefit (6.5) (3.3) (6.3) (17.4)
Goodwill impairment 48.0  —  48.0  — 
Other operating charges, net 1.5  (0.3) 20.4  20.3 
Adjusted income (loss) from continuing operations before tax (11.0) (14.3) 5.8  (51.5)
Normalized income tax provision1
(2.7) (3.6) 1.4  (12.9)
Adjusted income (loss) from continuing operations $ (8.2) $ (10.7) $ 4.3  $ (38.6)
Weighted average diluted shares (thousands) 16,142  16,620  16,213  16,629 
Adjusted income (loss) from continuing operations per diluted share $ (0.51) $ (0.64) $ 0.27  $ (2.32)

1 Calculated at 25% which is an estimate of Clearwater Paper's statutory tax rate



Clearwater Paper Corporation

Investors contact:
Sloan Bohlen
Solebury Strategic Communications
509-344-5906
investorinfo@clearwaterpaper.com

News media:
Virginia Aulin, Vice President, Public Affairs
509-344-5967
Virginia.aulin@clearwaterpaper.com


EX-99.2 3 q32025supplementalsfinal.htm EX-99.2 q32025supplementalsfinal
Third Quarter Earnings Release Materials October 28, 2025 ARSEN KITCH President, Chief Executive Officer and Director SHERRI BAKER Senior Vice President and Chief Financial Officer


 
2 Forward Looking Statements Cautionary Statement Regarding Forward Looking Statements This presentation of supplemental information contains, in addition to historical information, 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 as to: our expectations regarding capturing volume at the Augusta mill; our expectations regarding additional savings from our fixed cost reduction efforts; the Company’s strategic positioning to capitalize on the paperboard industry’s cyclical nature and deliver strong returns; product demand and industry trends; assumptions for Q4 2025 and full year 2025, including operational factors, capital, input costs, lower pricing and inflation; our capital allocation priorities; our strategy, including achieving target leverage ratio and maintaining liquidity; our focus on free cash flow generation through operational efficiencies and demand; our plans to explore avenues for strategic growth opportunities, particularly to expand our own product offerings and broaden such offerings to North American customers; continued investments into our assets to strengthen our competitive advantages and maintain our long-term performance; expectations regarding the paperboard market; inventory management; and our financial flexibility; and repurchases under the existing share buyback authorization. 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 presentation. Important factors that could cause or contribute to such differences include the risks and uncertainties described from time to time in the Company's public filings with the Securities and Exchange Commission, including but not limited to the following: there may be unexpected costs, charges or expenses resulting from the tissue business sale transaction; achievement of anticipated financial results and other benefits of the tissue business sale transaction; potential risks associated with operating without the tissue business, including less diversification in products offered; changes in our capital structure; risks relating to the achievement of anticipated financial results and other benefits of the Augusta, Georgia paperboard manufacturing facility acquisition, including from our integration efforts and the recovery of any losses related to the representation- and-warranty insurance claim; 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; changes in the U.S. and international economies and in general economic conditions in the regions and industries in which we operate; increased regulation of retaliatory trade actions in response to announced or proposed U.S. tariffs, including potential impact on costs, structure, supply chains, or consumer demand; cyclical industry conditions; manufacturing or operating disruptions, including equipment malfunctions and damage to our manufacturing facilities; the loss of, changes in prices in regard to, or reduction in, orders from a significant customer; changes in the cost and availability of wood fiber and wood pulp; changes in energy, chemicals, packaging and transportation costs and disruptions in transportation services impacting our ability to receive inputs or ship products to customers; reliance on a limited number of third-party suppliers, vendors and service providers required for the production of our products and our operations; changes in customer product preferences and competitors’ product offerings; changes in labor contracts, including any related wage adjustments; labor disruptions; cyber-security risks; larger competitors having operational, financial and other advantages; consolidation and vertical integration of converting operations in the paperboard industry; our ability to execute on our growth and expansion strategies; 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; environmental liabilities or expenditures and climate change; risks and costs associated with new or ongoing environmental litigation, including PFAS related claims or regulatory actions affecting recently acquired facilities; 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, or in our customer supply chain financing; negative changes in our credit agency ratings; and changes in laws, regulations or industry standards affecting our business. Forward-looking statements contained in this presentation present management’s views only as of the date of this presentation. We undertake no obligation to publicly update forward-looking statements or to retract future revisions of management's views based on events or circumstances occurring after the date of this presentation. Non-GAAP Financial Measures This presentation includes certain financial measures that are not calculated in accordance with GAAP, including Adjusted EBITDA from continuing operations. The Company’s management believes that the presentation of these financial measures provides useful information to investors because these measures are regularly used by management in assessing the Company’s performance. These financial measures should be considered in addition to results prepared in accordance with GAAP but should not be considered substitutes for or superior to GAAP results. In addition, these non-GAAP financial measures may not be comparable to similarly-titled measures utilized by other companies, since such other companies may not calculate such measure in the same manner as we do. A reconciliation of Adjusted EBITDA to the most relevant GAAP measure is available in the appendix of this presentation.


 
3 Clearwater is Well Positioned to Deliver Strong Returns Across the Cycle >16% Cycle peak (>95% utilization, 50-60% FCF conversion) Average across cycle (90-95% utilization, 40-50% FCF conversion) ~13 to 14% Downcycle (<85% utilization, 0-20% FCF conversion) <10% TARGETING STRONG CASH FLOW GENERATION ACROSS THE CYCLE Paperboard industry is cyclical, driven by supply and demand balance Currently in downcycle as new capacity is added ahead of demand recovery Across the cycle Adjusted EBITDA margins target of 13% to 14% Delivering a 40-50% Adjusted EBITDA to free cash flow conversion rate1, or $100M+ per year Near-term focus on reducing fixed cost structure by $30- 40M in 2025; tracking to deliver ~$50M Continued investment in assets to enhance competitiveness Exploring growth opportunities to expand product offering through internal investments or acquisitions Strong balance sheet to sustain the business and create strategic options across the cycle Clearwater is focused on value creation across the cycle 1. Cash flow from operating activities adjusted for other operating charges less capital, divided by Adjusted EBITDA ADJUSTED EBITDA TARGET MARGINS


 
4 Exploring Options to Expand Our Product Offering Post consumer recycled content Developed and in market Provide options for converter customers to service sustainability driven Consumer Packaged Goods (CPG) and Quick Service Restaurants (QSR) customers Compostable plate BPI certified at two locations Enable our plate converter customers to meet demands of leading domestic retailers Lightweight folding carton Developing and expected in market H1 2026 Offer alternatives to Folding Boxboard (FBB) imports with superior performance Poly-free coatings / barriers Continuing to develop options in addition to current offering Meet current and future needs of sustainability driven cup converters looking for a poly-free offering Unbleached paperboard grade (CUK) Technical feasibility and market opportunity near completion; decision on hold Enable independent converters to better compete with large integrated incumbents Recycled paperboard grade (CRB) Open to evaluating M&A Options Provide a more complete paperboard offering to existing Solid Bleached Sulfate (SBS) customers Initiative Status Objective


 
5 INDUSTRY TRENDS 1. Based on data from AF&PA. 2. Based on data reported by RISI Fastmarkets, other industry sources, and Company estimates. EXPECT DEMAND RECOVERY IN 2026 Current SBS oversupply impacting broader paperboard market Price gap between substrates outside of historical norms Modest shipment growth expected in 20252 Demand growth of ~3%2 projected for 2026 INDUSTRY IMPACTED BY SBS CAPACITY ADDITIONS; RISI PROJECTING IMPROVEMENT IN 2026 Industry operating rates1 at 83% Q2’25 vs. 84% Q2’24 New N.A. industry capacity added in Q2’252 SBS operating rates expected to decrease in 2H of 20252 Balanced market will have utilization rates between 90 and 95%2 RISI forecasting a 350K ton net capacity reduction in Q1’26 and an increase in 2026 operating rates to 94% BLEACHED PAPERBOARD NET EXPORTS ARE EXPECTED TO IMPROVE IN 2025 Imports forecasted to decrease by ~4%2 in 2025 vs. 2024 Exports forecasted to decrease by ~2%2 in 2025 vs. 2024 Tariffs and other trade actions could impact viability of imports European imports of FBB are down 10% July YTD vs prior year


 
6 +3% increase in Q3’25 vs. Q3’24, +6% vs. Q2’25 Maintaining share in a competitive environment -3% decrease in Q3’25 average pricing vs. Q3’24 Consistent with industry trends Q3 2025 Financial Summary NET SALES FROM CONTINUING OPERATIONS $399M NET LOSS FROM CONTINUING OPERATIONS $54M* PARTIALLY OFFSET BY MARKET DRIVEN PRICING ADJUSTED EBITDA FROM CONTINUING OPERATIONS $18M ADJUSTED EBITDA MARGIN FROM CONTINUING OPERATIONS 4% ADJUSTED EBITDA TOWARD HIGH END OF GUIDANCE RANGE Higher volumes, on target execution of Lewiston planned maintenance outage at a cost of $24 million, and improved cost structure, partly offset by lower pricing COMBINED WITH A STRONG BALANCE SHEET Net leverage ratio at 2.7x Available liquidity $455 million Repurchased $2M of shares, $20M since new $100M authorization in November of 2024 GROWTH IN PAPERBOARD SALES VOLUMES See Appendix for Non-GAAP reconciliations * Includes a non-cash goodwill impairment of $45M (tax adjusted)


 
7 Q3’25 VS Q3’24 Adjusted EBITDA Results from Continuing Operations ($ in millions) $20.9 -$5.7 $7.0 $17.8 -$9.7 $5.3 Q3'24 Adj. EBITDA Price/Mix Volume Costs/Other SGA Q3'25 Adj. EBITDA Lower paperboard market pricing Higher sales volumes on paperboard and pulp Higher cost due to timing of annual outage partly offset by benefits from cost reduction initiatives Lower expenses primarily driven by cost reduction initiatives


 
8 Outlook and Assumptions for Q4 and Initial 2026 Q4 2025: $13 to $23M of Adjusted EBITDA1 Slightly lower paperboard shipments vs. Q3 2025 due to seasonality 3-4% lower production volumes driving less cost absorption vs. Q3 2025 Continued benefits from fixed cost reduction efforts, other input costs stable ~$16M of major maintenance outage cost at Augusta, GA mill completed in October FY 2026 Initial Assumptions Revenue of $1.45-1.55B, with capacity utilization rate in the mid 80% range Carryover impact of 2025 market driven pricing Productivity and cost reduction efforts offsetting 2-3% input cost inflation Targeted working capital improvements of $20M, primarily in inventory Capital expenditures of $65 – 75M 1. As there is uncertainty in connection with calculating the adjustments necessary to prepare reconciliations from Adjusted EBITDA to the comparable GAAP financial measure, the Company is unable to reconcile the Adjusted EBITDA projections without unreasonable efforts. Therefore, no reconciliation is being provided at this time. These items could result in significant adjustments from the most comparable GAAP measure.


 
9 Optimized Capital Allocation Approach Supports Value Creation $70-80M EXPECTED ANNUAL MAINTENANCE CAPEX, EXCLUDING LARGE REPLACEMENT PROJECTS 1-2x TARGET LEVERAGE RATIO Investing to maintain the long-term performance of our assets Evaluating capital investments to diversify product portfolio Opportunistic M&A to support strategic priorities Return capital to shareholders through share buybacks Utilizing free cash flow (FCF) to deleverage our balance sheet


 
10 Optimistic About Long-Term Value Creation Sharp focus on improving and growing our paperboard business • De-levered balance sheet with proceeds from tissue sale • Focus on growing our position as a premier independent paperboard packaging supplier to North American converters Well invested asset base to support future growth • High quality paperboard assets well positioned across the U.S. to efficiently service North American converters • Strong legacy of prioritizing sustainability • Focused on expanding product portfolio through internal investment and opportunistic M&A Focused on optimizing business to deliver free cash flows • Driving improvement in operational performance • Consistently investing to maintain competitiveness of our assets • Strategically deploy capital to create long-term shareholder value


 
11 Appendix


 
12 Financial Performance ($ IN MILLIONS, UNAUDITED) September 30, 2025 June 30, 2025 September 30, 2024 Net sales $ 399.0 $ 391.8 $ 393.3 Costs and expenses: Cost of sales 380.3 348.8 363.2 Selling, general and administrative expenses 24.7 26.1 31.6 Other operating charges, net 1.5 7.1 (0.3) Goodwill impairment 48.0 - - Total operating costs and expenses 454.5 382.1 394.5 Total income (loss) from operations (55.4) 9.8 (1.2) Total non-operating expense (5.0) (4.2) (12.8) Total income (loss) from operations before income taxes (60.4) 5.5 (14.0) Income tax provision (benefit) (6.5) 1.9 (3.3) Total income (loss) from operations (53.9) 3.6 (10.7) Income from discontinued operations, net of tax 0.6 (0.9) 16.6 Net income $ (53.3) $ 2.7 $ 5.8 Quarter Ended


 
13 Reconciliation of Adjusted EBITDA ($ IN MILLIONS, UNAUDITED) September 30, 2025 June 30, 2025 September 30, 2024 Net income (loss) $ (53.3) $ 2.7 $ 5.8 Add (deduct): Less: Income from discontinued operations, net of tax 0.6 (0.9) 16.6 Income from continuing operations (53.9) 3.6 (10.7) Income tax provision (benefit) (6.5) 1.9 (3.3) Interest expense, net 4.7 3.9 13.1 Depreciation and amortization expense 23.8 23.0 22.4 Goodwill impairment 48.0 - - Other operating charges, net 1.5 7.1 (0.3) Other non-operating expense (income) 0.3 0.3 (0.3) Adjusted EBITDA from continuing operations 17.8 39.9 20.9 Adjusted EBITDA Margin 4.5% 10.2% 5.3% Quarter Ended


 
14 Q2’25 VS Q3’25 Adjusted EBITDA Results from Continuing Operations ($ in millions) $39.9 -$18.7 $1.2 $17.8 -$3.9 -$0.7 Q2'25 Adj. EBITDA Price/Mix Volume Costs/Other SGA Q3'25 Adj. EBITDA Higher paperboard sales offset by lower pulp sales and production Higher annual outage- related maintenance costs and increases in chemical and energy costs Cost reduction activities Lower market pricing


 
15 Key Metrics September 30, 2025 June 30, 2025 September 30, 2024 Food service $ 182.0 $ 166.1 $ 142.1 Folding carton 143.0 147.6 182.1 Sheeting & distribution 37.9 39.9 41.6 Pulp and other 36.1 38.2 27.5 Net sales 399.0 391.8 $ 393.3 Input cost (raw materials & energy) $ 173.5 $ 174.5 $ 177.2 Labor and overhead 142.1 128.0 129.4 Supply chain costs (principally freight) 40.6 39.0 39.5 Depreciation 22.8 21.8 21.2 Other 1.2 (14.5) (4.1) Cost of sales $ 380.2 $ 348.8 $ 363.2 Paperboard sale volumes 324,198 304,713 314,320 Paperboard production volumes 319,615 323,489 321,904 Net sales price per ton $ 1,160 $ 1,182 $ 1,192 Quarter Ended