Clearwater Paper Q3 2026 loss narrows to $1.6M
Clearwater Paper expects seasonally lower fourth-quarter shipments and higher sales prices, with continued Augusta disruption early in the quarter.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
Rhea-AI Filing Summary
Clearwater Paper (CLW) reported third-quarter 2026 net sales of $384.9 million, down 4% from $399.0 million a year earlier, and a net loss of $1.6 million versus $53.3 million. Adjusted EBITDA from continuing operations was $24.4 million, compared with $17.8 million; the company attributed the increase to maintenance-outage timing at Lewiston, offset by lower sales prices. For the first nine months, Adjusted EBITDA was $18.0 million versus $87.4 million, while net cash provided by operating activities was $100.1 million, compared with $7.3 million, reflecting $50.0 million in insurance recoveries, $29 million in income-tax refunds and inventory reductions, partly offset by lower operating performance.
Clearwater Paper entered a new credit agreement with a $275 million fully drawn term loan and a maximum revolving commitment of $200 million, subject to borrowing-base limitations; $15 million was outstanding under the revolver as of September 30, 2026. It terminated its ABL facility and completed the redemption of $275 million of 4.75% 2020 Notes on October 3, 2026, releasing $276.7 million held as restricted cash. It will record a $1.0 million early debt-extinguishment loss in the fourth quarter.
3 points · 0 major0 major · 1 point
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointQuarterly net loss narrowed to $1.6 million from $53.3 million.
- Moderate pointQuarterly adjusted EBITDA increased to $24.4 million from $17.8 million.
- Moderate pointNine-month operating cash flow was $100.1 million, versus $7.3 million.
Negative
- Moderate pointNine-month adjusted EBITDA declined to $18.0 million from $87.4 million.
Filing Explained
At September 30, up to $79.5 million remained available for repurchases, an authorization rather than a commitment to buy shares.
The agreement requires a minimum current ratio of 1.75 to 1 and debt-service coverage tests; Clearwater reported compliance with all covenants at
The debt is secured by liens on substantially all personal property; liens on material real estate depend on post-closing conditions. The term loan also requires annual principal installments of
The repurchase program carries no purchase obligation, and no shares were repurchased during the quarter.
Key Figures
Net sales: $384.9 million; $399.0 million in Q3 2025
Net loss: $1.6 million loss; $53.3 million loss in Q3 2025
Adjusted EBITDA from continuing operations: $24.4 million; $17.8 million in Q3 2025
+5 more
8 metrics
Net sales
$384.9 million; $399.0 million in Q3 2025
Quarter ended September 30, 2026
Net loss
$1.6 million loss; $53.3 million loss in Q3 2025
Quarter ended September 30
Adjusted EBITDA from continuing operations
$24.4 million; $17.8 million in Q3 2025
Quarter ended September 30
Adjusted EBITDA from continuing operations
$18.0 million; $87.4 million in the prior-year period
Nine months ended September 30
Net cash provided by operating activities
$100.1 million; $7.3 million in the prior-year period
Nine months ended September 30
Term Loan
$275 million
Commitment, fully drawn and outstanding as of September 30, 2026
Revolving Loan
$200 million maximum commitment; $15 million outstanding
As of September 30, 2026; commitment subject to borrowing-base limitations
2020 Notes redeemed
$275 million
Redeemed October 3, 2026
Key Terms
Adjusted EBITDA from continuing operations, borrowing base limitations, Debt Service Coverage Ratio, secured overnight financing rate
4 terms
Adjusted EBITDA from continuing operations financial
"Adjusted EBITDA from continuing operations is not a substitute"
Earnings before interest, taxes, depreciation and amortization (EBITDA) from continuing operations is a measure of a company’s recurring operating profit that excludes discontinued business lines. Companies further adjust that EBITDA by removing one-time, noncash, or irregular items (for example restructuring costs or gains on asset sales) to show the underlying trend. For investors it is meant to act like a cleaned-up household budget that highlights core, ongoing business performance, though what gets adjusted can vary between companies.
borrowing base limitations financial
"subject to borrowing base limitations based on a percentage"
A borrowing base limitation is a cap a lender places on how much a borrower can borrow under a secured credit facility, based on the value of specified collateral (like accounts receivable or inventory) and rules about which assets qualify and at what percentage of their value. Think of it as a credit line tied to a changing pile of pledged assets; it matters to investors because it directly affects a company’s available short-term liquidity and its ability to draw funds without breaching lending terms.
Debt Service Coverage Ratio financial
"maintain a Debt Service Coverage Ratio"
Debt service coverage ratio measures how many times a company's available cash flow can pay its scheduled debt payments (interest plus principal). Think of it like checking how many months of take-home pay it would take to cover your mortgage and loan bills; a higher number means a bigger cushion against missed payments. Investors use it to gauge credit risk, the likelihood of default, and whether a company can afford dividends or new borrowing.
secured overnight financing rate financial
"term rates for the secured overnight financing rate"
A secured overnight financing rate (SOFR) is a daily benchmark interest rate that reflects the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Think of it as the market price to “rent” cash for a day with a very safe pledge, similar to paying a short-term rental fee for money backed by government bonds. Investors track SOFR because it underpins pricing for loans, bonds and derivatives, so movements change borrowing costs, interest income and the valuation of interest-rate–linked positions.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were CLW's sales and earnings in the third quarter of 2026?
Clearwater Paper reported $384.9 million in net sales and a $1.6 million net loss for the quarter ended September 30, 2026. In the same quarter of 2025, net sales were $399.0 million and net loss was $53.3 million.
How much operating cash did CLW generate in the first nine months of 2026?
Net cash provided by operating activities was $100.1 million for the nine months ended September 30, 2026, versus $7.3 million in the prior-year period. Clearwater Paper attributed the increase to $50.0 million in insurance recoveries, $29 million in income-tax refunds and inventory reductions, partly offset by lower operating performance.
What repayment and financial covenant terms apply to CLW's new credit agreement?
The term loan requires annual principal installments of $5.5 million on December 1, beginning December 1, 2027. The agreement requires a Debt Service Coverage Ratio of at least 2.65 to 1.00 through the quarter ending June 30, 2027, 2.75 to 1.00 for the quarter ending September 30, 2027, and 3.00 to 1.00 thereafter, plus a current ratio of at least 1.75 to 1.00.
How much remains in CLW's stock repurchase authorization?
Up to $79.5 million of authorized repurchases remained available as of September 30, 2026. The program authorizes repurchases of up to $100 million, has no expiration date, and no shares were repurchased during the quarter ended September 30, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 September 30, 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 October 25, 2026 was 16,141,717 .
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 fourth quarter 2026 operating performance, including maintenance-outage timing, energy costs and expected benefits from our fixed-cost-reduction initiatives; the timing of our planned major maintenance outage at our Augusta, Georgia facility in the first quarter of 2027; 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 and pension contributions for 2026; our ongoing assessment of potential asset dispositions, reorganizations or impairment charges; 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) | |||||||
Consolidated Balance Sheets | 2 | |||||||
Consolidated Statements of Operations | 3 | |||||||
Consolidated Statements of Comprehensive Loss | 4 | |||||||
Consolidated Statements of Cash Flows | 5 | |||||||
Consolidated Statements of Stockholders' Equity | 6 | |||||||
Notes to Consolidated Financial Statements | 8 | |||||||
| ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 18 | ||||||
| ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk | 24 | ||||||
| ITEM 4. | Controls and Procedures | 24 | ||||||
| PART II. | OTHER INFORMATION | |||||||
| ITEM 1. | Legal Proceedings | 25 | ||||||
| ITEM 1A. | Risk Factors | 25 | ||||||
| ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 25 | ||||||
| ITEM 5. | Other Information | 25 | ||||||
| ITEM 6. | Exhibits | 26 | ||||||
Signatures | 27 | |||||||
Part I: Financial Information
| ITEM 1. | Consolidated Financial Statements | ||||
CLEARWATER PAPER CORPORATION
Consolidated Balance Sheets (Unaudited)
| (In millions, except per-share data) | September 30, 2026 | December 31, 2025 | ||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash for redemption of debt | ||||||||
| 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 | ||||||||
| 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 September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (In millions, except per-share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||
| Costs and expenses: | |||||||||||||||||
| Cost of sales | |||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||
| Other operating charges, net | ( | ( | |||||||||||||||
| Goodwill impairment | |||||||||||||||||
| Total operating costs and expenses | |||||||||||||||||
| Income (loss) from continuing operations | ( | ( | ( | ||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||
| Early debt extinguishment | ( | ( | |||||||||||||||
| Other non-operating expense | ( | ( | ( | ( | |||||||||||||
| Total non-operating expense | ( | ( | ( | ( | |||||||||||||
| Loss from continuing operations before income taxes | ( | ( | ( | ( | |||||||||||||
| Income tax benefit | ( | ( | ( | ( | |||||||||||||
| Loss from continuing operations | ( | ( | ( | ( | |||||||||||||
| Income (loss) from discontinued operations, net of tax | ( | ||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||
| Net loss per common share (basic and diluted): | |||||||||||||||||
| Loss per share from continuing operations - basic | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||
| Income (loss) per share from discontinued operations - basic | ( | ||||||||||||||||
| 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 September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (In millions) | 2026 | 2025 | 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)
| Nine Months Ended September 30, | ||||||||
| (In millions) | 2026 | 2025 | ||||||
| Operating activities | ||||||||
| Net loss | $ | ( | $ | ( | ||||
| Adjustments to reconcile net loss to net cash flows provided by operating activities: | ||||||||
| Goodwill impairment | ||||||||
| Depreciation and amortization | ||||||||
| Equity-based compensation expense | ||||||||
| Deferred taxes | ( | ( | ||||||
| Defined benefit pension and other postretirement employee benefits | ( | ( | ||||||
| Gain on business divestiture | ( | |||||||
| Amortization of deferred debt costs and debt extinguishment | ||||||||
| Loss on sale or impairment associated with assets | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Decrease in accounts receivable | ||||||||
| (Increase) decrease in inventories | ( | |||||||
| Decrease in other current assets | ||||||||
| Increase (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 | ( | ( | ||||||
| Adjustment to proceeds from business divestiture | ( | |||||||
| Net cash flows used in investing activities | ( | ( | ||||||
| Financing activities | ||||||||
| Borrowings on long-term debt | ||||||||
| Repayments of long-term debt | ( | ( | ||||||
| Repurchases of common stock | ( | ( | ||||||
| Payments of debt issuance costs | ( | |||||||
| Taxes paid related to net share settlement of equity awards | ( | ( | ||||||
| Other, net | ( | |||||||
| Net cash flows provided by financing activities | ||||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | ( | |||||||
| Cash, cash equivalents and restricted cash at beginning of period | ||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | ||||||
1 Capital expenditures of $13.5 million and $11.8 million that have not been paid as of September 30, 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 | $ | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | ||||||||||||||||||||
| Issuance of shares under stock plans, net | — | ( | — | — | ||||||||||||||||||||||
| Pension and other postretirement employee benefits, net of immaterial tax | — | — | — | — | — | — | ||||||||||||||||||||
| Repurchases of common stock | — | ( | ( | — | — | ( | ||||||||||||||||||||
Balance at June 30, 2025 | $ | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Net loss | — | — | — | — | — | ( | — | ( | ||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | ||||||||||||||||||||
| Issuance of shares under stock plans, net | — | — | — | — | — | |||||||||||||||||||||
| Pension and other postretirement employee benefits, net of immaterial tax | — | — | — | — | — | — | ||||||||||||||||||||
| Repurchases of common stock | — | ( | ( | — | — | ( | ||||||||||||||||||||
Balance at September 30, 2025 | $ | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||
6
| 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 | $ | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Net loss | — | — | — | — | — | ( | — | ( | ||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | ||||||||||||||||||||
| Issuance of shares under stock plans, net | — | ( | — | — | ||||||||||||||||||||||
| Pension and other postretirement employee benefits, net of immaterial tax | — | — | — | — | — | — | ||||||||||||||||||||
| Repurchases of common stock | — | — | ( | — | — | ( | ||||||||||||||||||||
Balance at June 30, 2026 | $ | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| 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 September 30, 2026 | $ | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
7
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 May 2026, the Financial Accounting Standards Board (FASB) issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), which introduces an accounting model for the recognition, measurement, presentation, and disclosure of environmental credits and related compliance obligations settled by using environmental credits. This ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted. We are currently evaluating the impact this ASU will have on our consolidated financial position, results of operations and cash flows.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities (“ASU 2025-10”) which establishes the accounting for government grants received by business entities, including guidance for (1) a grant related to an asset and (2) a grant related to income. This ASU is effective for fiscal years beginning after December 15, 2028, and interim periods within those annual reporting periods. Early adoption is permitted. We are currently evaluating the impact this ASU will have on our consolidated financial position, results of operations and cash flows.
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 September 30, 2025, we recognized $0.6 million of income from discontinued operations, net of tax. For the nine months ended September 30, 2025, we recognized a loss of $0.7 million from discontinued operations, net of tax. Cash used in operating activities of discontinued operations was $1.4 million.
NOTE 4: SUPPLEMENTAL CASH FLOW INFORMATION
The following table provides supplemental cash flow information for the nine months ended September 30, 2026 and 2025.
8
| Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Supplemental cash flow disclosures: | ||||||||
| Cash paid for interest, net of amounts capitalized | $ | $ | ||||||
| Cash paid for income taxes, net of refunds received | $ | ( | $ | |||||
The table below reconciles the cash, cash equivalents and restricted cash balances from our consolidated balance sheets to the amounts reported on the consolidated statements of cash flows:
| September 30, 2026 | December 31, 2025 | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash for redemption of debt | ||||||||
| Restricted cash (included in other current assets) | ||||||||
| $ | $ | |||||||
Our restricted cash for redemption of debt consists of cash irrevocably deposited with the indenture trustee to satisfy the redemption of our 2020 Notes including associated accrued unpaid interest through the date of redemption (see Note 11). Additionally, we maintain restricted cash, included in other current assets, in accordance with the terms of our corporate credit card arrangement.
NOTE 5: FAIR VALUE MEASUREMENTS
Carrying amounts reported on the consolidated balance sheets for cash, cash equivalents and restricted cash, 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:
| September 30, 2026 | December 31, 2025 | |||||||
| 2020 Notes, maturing 2028 (to be redeemed in 2026), fixed interest rate | $ | $ | ||||||
| ABL Credit Agreement (revolving loan), maturing 2027, variable interest rate | ||||||||
| Term Loan, maturing 2031, variable interest rate | ||||||||
| Revolving Loan, maturing 2031, variable interest rate | ||||||||
| $ | $ | |||||||
NOTE 6: RECEIVABLES
Receivables consist of:
| September 30, 2026 | December 31, 2025 | |||||||
| Trade accounts receivable | $ | $ | ||||||
| Allowance for current expected credit losses | ( | ( | ||||||
| Unbilled receivables | ||||||||
| Taxes receivable | ||||||||
| Other | ||||||||
| $ | $ | |||||||
9
NOTE 7: INVENTORIES
Inventories are stated at the lower of net realizable value or current cost using the average cost method and consist of:
| September 30, 2026 | December 31, 2025 | |||||||
| Logs, chips and sawdust | $ | $ | ||||||
| Pulp | ||||||||
| Paperboard products | ||||||||
| Materials and supplies | ||||||||
| $ | $ | |||||||
NOTE 8: PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of:
| September 30, 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 | $ | $ | ||||||
NOTE 9: ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities consist of:
| September 30, 2026 | December 31, 2025 | |||||||
| Trade payables | $ | $ | ||||||
| Accrued compensation | ||||||||
| Operating lease liabilities | ||||||||
| Taxes payable | ||||||||
| Accrued discounts | ||||||||
| Other | ||||||||
| $ | $ | |||||||
Included in "Accounts payable and accrued liabilities" are $13.5 million and $7.4 million related to capital expenditures that had not yet been paid as of September 30, 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 September 30, 2026 and December 31, 2025, $2.7 million and $3.3 million of outstanding obligations under this program were included in "Other" in the table above.
NOTE 10: 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 nine months ended September 30, 2026 and 2025, we recognized an income tax benefit of $15.2 million and $6.3 million on loss from continuing operations. Our effective tax rate for the nine months ended September 30, 2026 varied from the U.S. federal statutory tax rate of 21 % primarily due to the effects of changes in state taxes, interest received on tax refunds, federal return to provision adjustments and nondeductible
10
NOTE 11: DEBT
Long-term debt at the balance sheet dates consisted of:
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| Interest Rate at September 30, 2026 | Principal | Unamortized Debt Costs | Total | Principal | Unamortized Debt Costs | Total | ||||||||||||||||||||
| 2020 Notes, maturing 2028 (to be redeemed in 2026), fixed interest rate | % | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||
| ABL Credit Agreement (revolving loan), maturing 2027, variable interest rate | % | — | — | |||||||||||||||||||||||
| Term Loan, maturing 2031, variable interest rate | % | ( | ||||||||||||||||||||||||
| Revolving Loan, maturing 2031, variable interest rate | % | ( | ||||||||||||||||||||||||
| Finance lease | — | — | ||||||||||||||||||||||||
| Total debt | ( | ( | ||||||||||||||||||||||||
| Less: current portion | ( | ( | ( | — | ( | |||||||||||||||||||||
| Net long-term portion | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||
CREDIT AGREEMENT
During the third quarter of 2026, we entered into a Second Amended and Restated Credit Agreement with AgWest Farm Credit, PCA, as administrative agent (the "Agent"), and the lenders party thereto (the “Credit Agreement”). The Credit Agreement amends and restates our Amended and Restated Credit Agreement dated May 1, 2024 with the Agent and the lenders party thereto that included a term revolver facility. The credit facilities provided under the Credit Agreement consist of (i) a revolving loan (Revolving Loan) commitment in the maximum principal amount (subject to borrowing base limitations based on a percentage of applicable eligible receivables and eligible inventory) of $200 million, of which $15 million was outstanding as of September 30, 2026 and (ii) a term loan (Term Loan) commitment in the aggregate principal amount of $275 million, which was fully drawn and is outstanding. A portion of the Revolving Loan of up to $10 million is available for the issuance of letters of credit. Upon our delivery of financial statements for the fiscal year ending December 31, 2027, we may increase commitments under the Revolving Loan by an aggregate principal amount of up to $100 million, in accordance with the requirements of the Credit Agreement and subject to obtaining commitments for such increase from participating lenders and certain other conditions.
The Credit Agreement matures and the lending obligations under the Revolving Loan terminate on September 18, 2031. The obligations under the Credit Agreement are secured by liens on substantially all of our personal property assets and, upon satisfaction of certain post-closing conditions, will be secured by all of our material real property assets (including our facilities in Georgia, Arkansas, and Idaho).
We may, at our option, prepay and reborrow any borrowings under the Revolving Loan, in whole or in part, at any time and from time to time without premium or penalty (except in certain circumstances). Borrowings under the Revolving Loan are also subject to mandatory prepayment in the event that borrowings exceed applicable borrowing base limits. We may, at our option, prepay any borrowings under the Term Loan, in whole or in part, at any time and from time to time without premium or penalty. We are required to repay the aggregate outstanding principal amount of the borrowings under the Term Loan in annual installments of $5.5 million on December 1 of each year, commencing on December 1, 2027. Furthermore, mandatory prepayments of principal under the Term Loan are required upon the occurrence of certain specified events, including certain asset sales (subject to customary reinvestment rights), receipt of proceeds from settlements of or payments in
11
respect of any property or casualty insurance claim or any condemnation proceeding (subject to customary reinvestment rights), and debt issuances not otherwise permitted under the Credit Agreement. Any remaining outstanding principal balance under the Credit Agreement is repayable on the maturity date.
Loans under the Credit Agreement generally bear interest based on the one-month or three-month term rates for the secured overnight financing rate ("SOFR"), a SOFR monthly variable base rate, or the Agent's fixed rate, as applicable, plus, in each case, an applicable margin between 2.50 % per annum and 4.75 % per annum based on our consolidated leverage ratio (as defined under and calculated in accordance with the Credit Agreement). We elected one year fixed rate plus applicable margin on the initial draw. We may receive patronage dividends under the Credit Agreement. Patronage dividends represent distributions of profits from banks in the farm credit system and are generally made in cash. Such dividends are accrued as earned and recorded as a reduction to interest expense.
The Credit Agreement contains certain customary representations, warranties, and affirmative and negative covenants and events of default applicable to the Company and its subsidiaries that, among other things, restrict the Company’s and its subsidiaries’ ability to take certain actions, including, incurrence of indebtedness, creation of liens, mergers or consolidations, making capital expenditures in excess of specified amounts, dispositions of assets, repurchase or redemption of capital stock and certain types of indebtedness, making certain investments and acquisitions, entering into certain transactions with affiliates or changing the nature of the Company’s business. In addition, the Credit Agreement contains financial covenants which require the Company to maintain (i) a Debt Service Coverage Ratio (as defined in the Credit Agreement) as of the end of any fiscal quarter of not less than: (a) through and including the fiscal quarter ending June 30, 2027, 2.65 to 1.00 , (b) with respect to the fiscal quarter ending September 30, 2027, 2.75 to 1.00 , and (c) for any fiscal quarter ending thereafter, 3.00 to 1.00 and (ii) a “current ratio” of current assets to current liability of not less than 1.75 to 1.00 as of the end of any fiscal quarter. As of September 30, 2026, we were in compliance with all covenants.
ABL CREDIT AGREEMENT
Concurrently with our entry into the Credit Agreement described above, we paid in full and terminated the ABL Credit Agreement. As a result, our obligations under the ABL Credit Agreement have been discharged.
2020 NOTES
Concurrently with our entry into the Credit Agreement described above, we notified the holders of our 2020 Notes of our election to redeem in full the outstanding $275 million aggregate principal amount on October 3, 2026, in accordance with that certain Indenture dated as of August 18, 2020, by and among us, the guarantors party thereto and U.S. Bank National Association, as indenture trustee, governing the 2020 Notes. Using the proceeds from the Credit Agreement, we irrevocably deposited with the indenture trustee sufficient funds to fund the redemption of the 2020 Notes. As a result, our obligations under the 2020 Notes Indenture have been discharged in accordance with its terms and the 2020 Notes were fully redeemed on October 3, 2026 (see Note 21 (Subsequent Event) for further information).
12
NOTE 12: OTHER OPERATING CHARGES, NET
The major components of “Other operating charges, net” in the Consolidated Statements of Operations for the quarter and nine months ended September 30, 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 September 30, | Nine Months Ended September 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||
| Integration costs | $ | $ | $ | $ | ||||||||||
| Cost reduction plan | ||||||||||||||
| Union settlement | ||||||||||||||
| Loss on sale or impairment associated with assets | ||||||||||||||
| Representation and warranty insurance proceeds | ( | ( | ||||||||||||
| Directors' equity-based compensation expense | ( | ( | ||||||||||||
| Financing fees | ||||||||||||||
| Other | ||||||||||||||
| $ | ( | $ | $ | ( | $ | |||||||||
During the third quarter of 2026, we recorded $1.4 million of income in "Other Operating Charges, Net." The main components include:
•expense of $1.8 million associated with our cost reduction plan;
•loss of $1.9 million associated with impairment of assets;
•proceeds of $8.0 million related to claims made on our representations and warranties insurance policy;
•expense of $1.4 million relating to directors' equity-based compensation which is remeasured each period based upon changes in our stock price; and
•expense of $1.3 million related to costs incurred in connection with refinancing activities that were not consummated.
During the third quarter of 2025, we recorded $1.5 million of expense in "Other operating charges, net." The main components of the expense include:
•expense of $0.5 million associated with integration activities related to the Augusta operations;
•loss of $1.9 million associated with impairment of assets; and
•reversal of expense of $1.0 million relating to directors' equity-based compensation which is remeasured each period based upon changes in our stock price.
During the nine months ended September 30, 2026, we recorded $20.1 million of income in "Other operating charges, net." The main components include:
•expense of $3.7 million associated with our cost reduction plan (primarily severance cost);
•expense of $1.6 million associated with union settlement retroactive wage payments incurred for the year ended December 31, 2025;
•loss of $1.9 million associated with impairment of assets;
•proceeds of $31.3 million related to claims made on our representations and warranties insurance policy; and
•expense of $1.1 million relating to directors' equity-based compensation which is remeasured each period based upon changes in our stock price.
During the nine months ended September 30, 2025, we recorded $20.4 million of expense in "Other operating charges, net." The main components of the expense include:
•expense of $5.2 million associated with integration activities related to the Augusta operations;
•expense of $6.1 million associated with restructuring and integration activities (primarily professional services);
•loss of $5.1 million associated with impairment of assets; and
•reversal of expense of $0.5 million relating to directors' equity-based compensation which is remeasured each period based upon changes in our stock price.
13
NOTE 13: NON-OPERATING EXPENSE
The components of “Non-operating expense” in the Consolidated Statements of Operations for the quarter and nine months ended September 30, 2026 and 2025 are reflected in the table below:
| Quarter Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||
| Interest expense | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||
| Amortization of debt issuance costs | ( | ( | ( | ( | |||||||||||||
| Interest income | |||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||
| Early debt extinguishment | ( | ( | |||||||||||||||
| Non-operating pension and other postretirement employee benefits | ( | ( | ( | ( | |||||||||||||
| Total non-operating expense | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||
During the nine months ended September 30, 2026, we recognized $0.9 million in interest income on tax refunds received which was recorded within "Income tax benefit" on our Consolidated Statement of Operations.
Additionally, we recorded $1.1 million loss on extinguishment of debt associated with the termination of our ABL credit agreement. See Note 11, "Debt," for more information.
NOTE 14: 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 September 30, | Nine Months Ended September 30, | ||||||||||||||||
| Pension Benefit Plans | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||
| Interest cost | |||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||
| Amortization of actuarial loss | |||||||||||||||||
| Net periodic cost | $ | $ | $ | $ | |||||||||||||
| Quarter Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| Other Postretirement Employee Benefit Plans | 2026 | 2025 | 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 and nine months ended September 30, 2026, we recorded $0.6 million and $1.8 million to "Cost of sales" and $0.1 million and $0.3 million to "Selling, general, and administrative expenses." For the quarter and nine months ended September 30, 2025, we recorded $0.6 million and $2.0 million to "Cost of sales" and $0.2 million and $0.4 million to "Selling, general, and administrative expenses."
During the nine months ended September 30, 2026, we contributed $3.2 million to our qualified pension plans, which is included in "defined benefit pension and other postretirement employee benefits" on the statement of cash flows. We expect to contribute an additional $0.2 million to fund our pension benefit plans in 2026.
14
NOTE 15: 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 September 30, 2025 | $ | ( | $ | $ | ( | ||||||
| Balance at December 31, 2025 | $ | ( | $ | $ | ( | ||||||
| Amounts reclassified from accumulated other comprehensive loss | ( | ||||||||||
| Balance at September 30, 2026 | $ | ( | $ | $ | ( | ||||||
NOTE 16: 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 September 30, 2026, approximately 2.0 million shares were available for future issuance under our current plan.
| Quarter Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||
| Total stock-based compensation expense | $ | $ | $ | $ | |||||||||||||
| Income tax provision related to stock-based compensation | $ | $ | $ | $ | |||||||||||||
| Impact on cash flow due to taxes paid related to net share settlement of equity awards | $ | $ | $ | $ | |||||||||||||
As of September 30, 2026, there was $8.1 million of total unrecognized compensation costs related to outstanding restricted stock unit awards.
During the nine months ended September 30, 2026, we granted 328,558 restricted stock units (time vesting) at an average grant date fair value of $14.74 per share and 169,753 restricted stock units (performance vesting) at an average grant date fair value of $14.69 per share.
NOTE 17: EARNINGS (LOSS) PER SHARE
Basic income (loss) per share is based on the weighted-average number of shares of common stock outstanding. Diluted income (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 earnings (loss) per share were 0.4 0.3
NOTE 18: 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. During 2026, we announced further restructuring actions to reduce personnel at certain manufacturing facilities, incurring additional severance expense of $3.4 million which was recorded in "Other operating charges, net" in the Consolidated Statements of Operations.
15
Changes in our severance liability (included in accounts payable and accrued liabilities on the consolidated balance sheets) for the nine months ended September 30, 2026 and 2025 are as follows:
| Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Beginning balance | $ | $ | ||||||
| Employee severance charges | ||||||||
| Cost paid or otherwise settled | ( | ( | ||||||
| Ending balance | $ | $ | ||||||
NOTE 19: 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 (loss) from continuing operations is as follows:
| Quarter Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| 2026 | 2025 | 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 | |||||||||||||||||
| Goodwill impairment charge | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Interest expense, net | |||||||||||||||||
| Non-significant expenses | |||||||||||||||||
| Income tax benefit | ( | ( | ( | ( | |||||||||||||
| Loss from continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||
Non-significant expenses are primarily made up of other operating charges, net and changes in inventory.
NOTE 20: 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 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
16
submitted claims to the insurance carriers for losses arising from the alleged breaches. During the quarter and nine months ended September 30, 2026, we received total settlement proceeds of $17.5 million and $50.0 million related to these claims, of which $9.5 million and $18.7 million were related to reimbursable costs and recorded within "Cost of sales" and $8.0 million and $31.3 million related to other breaches and recorded within "Other operating charges, net" in our Consolidated Statements of Operations. This recovery is in addition to the recovery of $23.0 million received in the fourth quarter of 2025.
NOTE 21: SUBSEQUENT EVENT
On October 3, 2026, we completed the previously announced redemption of the outstanding 4.75% 2020 Notes at the redemption price of 100 % plus accrued and unpaid interest to, but excluding, the redemption date. This resulted in our releasing $276.7 million held as restricted cash for redemption of long-term debt. We will record $1.0 million in loss on early debt extinguishment associated with this redemption related to deferred debt costs on the Notes during the fourth quarter.
17
| 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 earnings from operations before interest expense, net, non-operating pension and other postretirement benefit costs, income tax expense (benefit), 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.
18
The following table reconciles our Net loss to Adjusted EBITDA from continuing operations for the periods presented.
| Quarter Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net loss | $ | (1.6) | $ | (53.3) | $ | (35.9) | $ | (56.9) | |||||||||
| Less: income (loss) from discontinued operations, net of tax | — | 0.6 | — | (0.7) | |||||||||||||
| Loss from continuing operations | (1.6) | (53.9) | (35.9) | (56.2) | |||||||||||||
| Income tax benefit | (2.9) | (6.5) | (15.2) | (6.3) | |||||||||||||
| Interest expense, net | 4.8 | 4.7 | 14.8 | 12.0 | |||||||||||||
| Goodwill impairment | — | 48.0 | — | 48.0 | |||||||||||||
| Depreciation and amortization | 23.3 | 23.8 | 69.9 | 68.7 | |||||||||||||
| Other operating charges, net | (1.4) | 1.5 | (20.1) | 20.4 | |||||||||||||
| Early debt extinguishment | 1.1 | — | 1.1 | — | |||||||||||||
| Other non-operating expense | 1.1 | 0.3 | 3.4 | 0.9 | |||||||||||||
| Adjusted EBITDA from continuing operations | $ | 24.4 | $ | 17.8 | $ | 18.0 | $ | 87.4 | |||||||||
OPERATING RESULTS FROM CONTINUING OPERATIONS
| Quarter Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | % change | 2026 | 2025 | % change | ||||||||||||||||||
| Net sales | $ | 384.9 | $ | 399.0 | (4) | % | $ | 1,120.0 | $ | 1,169.0 | (4) | % | |||||||||||
| Cost of sales | 363.7 | 380.3 | (4) | % | 1,110.1 | 1,070.6 | 4 | % | |||||||||||||||
| Selling, general and administrative expenses | 20.1 | 24.7 | (19) | % | 61.8 | 79.7 | (23) | % | |||||||||||||||
| Other operating charges, net | (1.4) | 1.5 | (198) | % | (20.1) | 20.4 | (199) | % | |||||||||||||||
| Goodwill impairment | — | 48.0 | nm | — | 48.0 | nm | |||||||||||||||||
| Income (loss) from continuing operations | 2.5 | (55.4) | nm | (31.8) | (49.6) | nm | |||||||||||||||||
| Adjusted EBITDA from continuing operations | $ | 24.4 | $ | 17.8 | 37 | % | $ | 18.0 | $ | 87.4 | (79) | % | |||||||||||
| Adjusted EBITDA margin | 6.3 | % | 4.5 | % | 1.6 | % | 7.5 | % | |||||||||||||||
NET SALES
Net sales decreased 4% for the quarter and nine months ended September 30, 2026 compared to the quarter and nine months ended September 30, 2025. These decreases primarily resulted from market driven price decreases. For the quarter ended September 30, 2026 as compared to the same period in the prior year, we saw a slight decline in sales volume due to production upsets at our Augusta facility. For the nine months ended September 30, 2026 compared to the same period in 2025, we saw an increase in sales volume associated with sales to existing customers. Additionally, pulp sales increased for the quarter ended September 30, 2026 compared to the same period in 2025 due to the timing of the planned major maintenance outage at our Lewiston facility which limited our pulp production capability. Pulp sales prices declined for the quarter and nine months ended September 30, 2026 due to market driven price decreases.
19
| Quarter Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | % change | 2026 | 2025 | % change | ||||||||||||||||||
| Paperboard shipments (short tons) | 322,265 | 324,198 | (1) | % | 953,906 | 918,399 | 4 | % | |||||||||||||||
| Paperboard sales price (per short ton) | $ | 1,111 | $ | 1,160 | (4) | % | $ | 1,096 | $ | 1,176 | (7) | % | |||||||||||
| Pulp shipments (short tons) | 39,334 | 29,033 | 35 | % | 109,713 | 113,200 | (3) | % | |||||||||||||||
| Pulp sales price (per short ton) | $ | 573 | $ | 651 | (12) | % | $ | 564 | $ | 671 | (16) | % | |||||||||||
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 and nine months ended September 30, 2026 and 2025.
| Quarter Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | % change | 2026 | 2025 | % change | ||||||||||||||||||
| Input cost | $ | 171.6 | $ | 173.5 | (1) | % | 504.2 | 518.5 | (3) | % | |||||||||||||
| Labor and overhead | 114.7 | 142.1 | (19) | % | 380.4 | 387.2 | (2) | % | |||||||||||||||
| Supply chain costs | 46.1 | 40.6 | 14 | % | 129.8 | 116.0 | 12 | % | |||||||||||||||
| Other | 9.2 | 1.2 | 638 | % | 29.2 | (16.7) | nm | ||||||||||||||||
| Depreciation and amortization | 22.2 | 22.8 | (3) | % | 66.6 | 65.6 | 2 | % | |||||||||||||||
| Cost of sales | $ | 363.7 | $ | 380.3 | (4) | % | $ | 1,110.1 | $ | 1,070.6 | 4 | % | |||||||||||
In 2025, planned major maintenance outage occurred at our Cypress Bend, Arkansas facility in the second quarter, our Lewiston, Idaho facility in the third quarter and our Augusta, Georgia facility in the fourth quarter. We completed the planned major maintenance outage at our Lewiston, Idaho facility in the second quarter of 2026. We anticipate completing the planned major maintenance outage at our Cypress Bend, Arkansas facility in the fourth quarter of 2026. We anticipate completing our planned major maintenance outage at our Augusta, Georgia location in the first quarter of 2027.
Cost of sales decreased 4% for the quarter ended September 30, 2026 compared to the quarter ended September 30, 2025 due to the timing of the planned major maintenance outage. During the later portion of the third quarter of 2026, we experienced operational disruptions at our Augusta facility which were largely offset by a portion of our RWI settlements. Input costs decreased slightly due to lower production and lower energy costs offset by increases in chemicals. Our labor and overhead decreased due to the absence of a planned major maintenance outage and cost reimbursements associated with operational disruption at our Augusta facility. Supply chain costs increased due to higher freight costs per ton due to inflation. Other costs increased due to inventory reductions driven by lower production at our Augusta facility.
Cost of sales increased 4% for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. Input costs decreased due to the weather event in the first quarter of 2026 and operational upsets at our Augusta facility which reduced production offset by per unit increases in chemicals and other petroleum based products due to inflation. Our labor and overhead decreased due to restructuring completed in 2026 and cost reimbursements associated with operational upsets at our Augusta facility. Supply chain costs increased due to higher sales volumes and higher freight costs per ton due to inflation. Other costs increased due to inventory reductions driven by lower production caused by the weather events and operational upsets at our Augusta facility.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses decreased 19% and 23% for the quarter and nine months ended September 30, 2026 primarily as a result of our planned cost reduction efforts and lower incentive pay due to
20
financial performance.
OTHER OPERATING CHARGES
See Note 12, "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 increased for the quarter ended September 30, 2026 as compared to the quarter ended September 30, 2025 due to timing of the planned major maintenance outage at our Lewiston, Idaho facility, absence of goodwill impairment that occurred in the third quarter of 2025 and insurance recoveries offset by lower sales prices. For the quarter ended September 30, 2026, Adjusted EBITDA from continuing operations increased as compared to the quarter ended September 30, 2025 due to the timing of our planned major maintenance outage at our Lewiston, Idaho facility offset by lower sales prices.
Operating income from continuing operations decreased for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025 due to the weather event in the first quarter of 2026 and lower sales prices, offset by higher sales volumes, absence of goodwill impairment and insurance recoveries. For the nine months ended September 30, 2026, Adjusted EBITDA from continuing operations decreased as compared to the nine months ended September 30, 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 fourth quarter of fiscal 2026, we expect seasonally lower shipments with higher sales prices due to market driven price increases and lower production as a result of continued operational disruption at Augusta in the early fourth quarter. We expect our operating cost to be lower due to lower major maintenance at our Cypress Bend facility versus our Augusta outage which occurred in the fourth quarter of 2025. These reduced costs are expected to be partially offset by expected increases in petroleum based input costs, including chemicals and transportation related costs.
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 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 nine months ended September 30, 2026 we received proceeds of $50.0 million, which represents the final payments under the policy, of which $18.7 million was related to reimbursable costs and recorded within "Cost of sales" and $31.3 million related to other breaches and reported within "Other operating charges, net" in our Consolidated Statements of Operations. The total recovery under this policy was $73 million, including the recovery of $23.0 million received in the fourth quarter of 2025.
21
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 nine months ended September 30, 2026 were $100.1 million compared to cash provided by operating activities of $7.3 million for the nine months ended September 30, 2025. This increase was driven by insurance recoveries of $50.0 million, income tax refunds of $29 million and targeted inventory reductions offset by lower operating performance. Additionally, we used $3.9 million of cash to collateralize outstanding letters of credit previously issued under our ABL Credit Agreement. Accounts receivable and accounts payable agings as of September 30, 2026 have remained relatively consistent with balances as of December 31, 2025.
Investing Activities
Net cash flows used in investing activities for the nine months ended September 30, 2026 were $33.4 million compared to $86.0 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 $13.5 million and $11.8 million related to unpaid capital expenditures at September 30, 2026 and 2025.
During 2026, we expect cash paid for capital expenditures to be approximately $55 million to $60 million.
Financing Activities
During the nine months ended September 30, 2026, net cash provided by financing activities was $222.3 million. We borrowed $305.0 million under our credit agreements and repaid $79.4 million under our ABL Credit agreement. We used $0.7 million in connection with income tax withholding requirements associated with our employee stock-based compensation plans and paid $2.6 million in debt issuance costs associated with the entry into our Credit Agreement and related refinancing transactions.
During the third quarter ended September 30, 2026, we irrevocably deposited $276.7 million with the indenture trustee for the redemption of our 4.75% 2020 Notes in the fourth quarter of 2026. This cash is shown as restricted cash for redemption of long-term debt on our Consolidated Balance Sheet as of September 30, 2026.
During the nine months ended September 30, 2025, net cash provided by financing activities was $33.5 million. We borrowed $72.0 million and repaid $18.0 million under our ABL Credit Agreement. We used $17.2 million to repurchase stock and $2.3 million in connection with income tax withholding requirements associated with our employee stock-based plans.
Credit Agreements
During the third quarter of 2026, we entered into a Second Amended and Restated Credit Agreement with AgWest Farm Credit, PCA, as administrative agent (the "Agent"), and the lenders party thereto (the Credit Agreement). The Credit Agreement amends and restates our Amended and Restated Credit Agreement dated May 1, 2024 with the Agent and the lenders party thereto that included a term revolver facility. The credit facilities provided under the Credit Agreement consist of (i) a revolving loan (Revolving Loan) commitment in the maximum principal amount (subject to borrowing base limitations based on a percentage of applicable eligible receivables and eligible inventory) of $200 million, of which $15 million was outstanding as of September 30, 2026 and (ii) a term loan (Term Loan) commitment in the aggregate principal amount of $275 million, which was fully drawn and is outstanding. A portion of the Revolving Loan of up to $10 million is available for the issuance of letters of credit. Upon our delivery of financial statements for the fiscal year ending December 31, 2027, we may increase commitments under the Revolving Loan by an aggregate principal amount of up to $100 million, in accordance with the requirements of the
22
Credit Agreement and subject to obtaining commitments for such increase from participating lenders and certain other conditions.
The Credit Agreement matures and the lending obligations under the Revolving Loan terminate on September 18, 2031. The obligations under the Credit Agreement are secured by liens on substantially all of our personal property assets and, upon satisfaction of certain post-closing conditions, will be secured by all of our material real property assets (including our facilities in Georgia, Arkansas, and Idaho).
We may, at our option, prepay and reborrow any borrowings under the Revolving Loan, in whole or in part, at any time and from time to time without premium or penalty (except in certain circumstances). Borrowings under the Revolving Loan are also subject to mandatory prepayment in the event that borrowings exceed applicable borrowing base limits. We may, at our option, prepay any borrowings under the Term Loan, in whole or in part, at any time and from time to time without premium or penalty. We are required to repay the aggregate outstanding principal amount of the borrowings under the Term Loan in annual installments of $5.5 million on December 1 of each year, commencing on December 1, 2027. Furthermore, mandatory prepayments of principal under the Term Loan are required upon the occurrence of certain specified events, including certain asset sales (subject to customary reinvestment rights), receipt of proceeds from settlements of or payments in respect of any property or casualty insurance claim or any condemnation proceeding (subject to customary reinvestment rights), and debt issuances not otherwise permitted under the Credit Agreement. Any remaining outstanding principal balance under the Credit Agreement is repayable on the maturity date.
Loans under the Credit Agreement generally bear interest based on the one-month or three-month term rates for the secured overnight financing rate ("SOFR"), a SOFR monthly variable base rate, or the Agent's fixed rate, as applicable, plus, in each case, an applicable margin between 2.50% per annum and 4.75% per annum based on our consolidated leverage ratio (as defined under and calculated in accordance with the Credit Agreement). We elected one year fixed rate plus applicable margin on the initial draw. We may receive patronage dividends under the Credit Agreement. Patronage dividends represent distributions of profits from banks in the farm credit system and are generally made in cash. Such dividends are accrued as earned and recorded as a reduction to interest expense.
The Credit Agreement contains certain customary representations, warranties, and affirmative and negative covenants and events of default applicable to the Company and its subsidiaries that, among other things, restrict the Company’s and its subsidiaries’ ability to take certain actions, including, incurrence of indebtedness, creation of liens, mergers or consolidations, making capital expenditures in excess of specified amounts, dispositions of assets, repurchase or redemption of capital stock and certain types of indebtedness, making certain investments and acquisitions, entering into certain transactions with affiliates or changing the nature of the Company’s business. In addition, the Credit Agreement contains financial covenants which require the Company to maintain (i) a Debt Service Coverage Ratio (as defined in the Credit Agreement) as of the end of any fiscal quarter of not less than: (a) through and including the fiscal quarter ending June 30, 2027, 2.65 to 1.00, (b) with respect to the fiscal quarter ending September 30, 2027, 2.75 to 1.00, and (c) for any fiscal quarter ending thereafter, 3.00 to 1.00 and (ii) a “current ratio” of current assets to current liability of not less than 1.75 to 1.00 as of the end of any fiscal quarter.
At September 30, 2026, we were in compliance with the covenants in our Credit Agreement. 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 the Credit Agreement.
ABL Credit Agreement
Concurrently with our entry into the Credit Agreement described above, we paid in full and terminated the ABL Credit Agreement. As a result, our obligations under the ABL Credit Agreement have been discharged.
23
| 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 September 30, 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 September 30, 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 September 30, 2026 that has materially affected, or is likely to materially affect, our internal control over financial reporting.
24
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 September 30, 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 September 30, 2026.
| ITEM 5. | Other Information. | ||||
Rule 10b5-1 Trading Arrangements
During the quarter ended September 30, 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.
25
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 | ||||||||||||
| 10.1 | Second Amended and Restated Credit Agreement, dated September 18, 2026, by and among Clearwater Paper Corporation, AgWest Farm Credit, PCA, as administrative agent, and the lenders party thereto. | 8-K | 10.1 | September 21, 2026 | |||||||||||||
| 31* | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||||||||||||||
| 32* | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C Section 1350. | 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. | ||||
26
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) | ||||||||||||||
| October 26, 2026 | By: | /s/ ARSEN S. KITCH | ||||||||||||
| Arsen S. Kitch | ||||||||||||||
| President, Chief Executive Officer and Director (Principal Executive Officer) | ||||||||||||||
| October 26, 2026 | By: | /s/ SHERRI J. BAKER | ||||||||||||
| Sherri J. Baker | ||||||||||||||
| Senior Vice President, Chief Financial Officer (Principal Financial Officer) | ||||||||||||||
27