BlackRock, Inc. filed an amended Schedule 13G reporting beneficial ownership of 1,373,009 shares of Clearwater Paper Corp common stock, representing 8.6% of the outstanding class as of 12/31/2025. BlackRock reports sole power to vote 1,356,911 shares and sole power to dispose of 1,373,009 shares, with no shared voting or dispositive power.
The filing explains that these holdings are attributed to certain BlackRock business units and that various underlying persons have rights to dividends or sale proceeds, but no single such person has more than five percent of the total outstanding common shares. BlackRock certifies that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Clearwater Paper.
Clearwater Paper Corp executive Marc D. Rome, SVP, General Counsel and Corporate Secretary, reported a small share withholding related to equity compensation. On January 15, 2026, 81 shares of Clearwater Paper common stock were withheld at a price of $20.33 per share to cover tax obligations arising from the vesting of a 2024 restricted stock unit grant. After this withholding, Rome directly beneficially owns 8,326 shares of Clearwater Paper common stock. This filing reflects an administrative tax-settlement event rather than an open-market sale.
Clearwater Paper Corp senior vice president Virginia L. Aulin reported beneficial ownership of 3,306 shares of common stock through restricted stock units (RSUs) as of January 1, 2026. The RSU award converts to common stock on a one-for-one basis. The units are scheduled to vest in three installments of 33%, 33%, and 34% on March 15, 2026, 2027, and 2028, assuming continued employment, with dividend equivalents credited as additional RSUs during the vesting period.
Clearwater Paper Corp’s Senior Vice President Sean M. Krajnik filed an initial ownership report, showing his current equity stake in the company. He directly holds 5,048 shares of Clearwater Paper common stock and has been granted several awards of restricted stock units (RSUs), each convertible into common shares on a one-for-one basis.
The filing notes RSU awards covering 637, 3,587 and 6,243 units. One grant made on February 27, 2023 is scheduled to vest on March 15, 2026, assuming continued employment. Another grant from February 26, 2024 will vest 49% on March 15, 2026 and 51% on March 15, 2027. A further RSU award will vest 33%, 33% and 34% on March 15, 2026, 2027 and 2028, respectively. During each vesting period, dividend equivalents are credited as additional RSUs.
Clearwater Paper Corp director reports new deferred compensation units
A director of Clearwater Paper Corp filed a report showing an award of 1,384.181 phantom stock units on 01/01/2026 at a reference price of $17.7 per unit under the company’s Deferred Compensation Plan for Directors. These phantom stock units track the value of Clearwater Paper common stock and are designed to be paid out in cash on a 1-for-1 basis with the stock, at a date previously elected by the director. Following this transaction, the director beneficially holds a total of 9,946.742 phantom stock units, representing deferred quarterly retainer and meeting fees.
Clearwater Paper Corp. reported an insider transaction by a senior vice president. On 11/28/2025, the officer sold 8,889 shares of common stock in a transaction coded “S,” indicating a sale, at a weighted average price of $18.14 per share, under a Rule 10b5-1 trading plan executed for tax purposes. After this sale, the officer beneficially owned 68,516 shares of Clearwater Paper stock, held directly.
A holder of CLW common stock has filed a Form 144 notice to sell 8,889 shares through Fidelity Brokerage Services LLC on the NYSE, with an indicated aggregate market value of 161,253.35. The filing states that 16,038,337 shares of this class of common stock are outstanding.
The shares to be sold were acquired as restricted stock vesting compensation from the issuer on several dates, including 490 shares on 10/01/2021, 1,622 shares on 02/28/2023, 3,313 shares on 03/03/2023, 2,305 shares on 03/04/2024, and 1,159 shares on 03/15/2024, each described as compensation.
Clearwater Paper (CLW) reported third‑quarter 2025 results. Net sales were $399.0 million (up 1% year over year), while a $48.0 million non‑cash goodwill impairment drove a net loss of $53.3 million versus income of $5.8 million a year ago. Loss from continuing operations was $53.9 million.
Adjusted EBITDA from continuing operations was $17.8 million in the quarter (vs. $20.9 million), and $87.4 million year‑to‑date (vs. $26.6 million), reflecting higher volumes following the Augusta acquisition and cost actions offset by lower pricing and planned maintenance. Nine‑month net sales were $1,169.0 million (up 17%).
Cash was $34.4 million, with total debt principal of $337.6 million and stockholders’ equity of $783.0 million as of September 30, 2025. The company repurchased 71,000 shares in July at an average price of $29.26. Shares outstanding were 16,038,337 as of October 27, 2025.
Clearwater Paper Corporation furnished an update on its third-quarter 2025 performance. The company announced results for the period ended September 30, 2025 and provided additional details through a press release and third-quarter supplemental information furnished as Exhibits 99.1 and 99.2.
The materials discuss non-GAAP measures, including Adjusted EBITDA from continuing operations and adjusted net income from continuing operations, with definitions, usage, and limitations relative to GAAP.
The company also reported a leadership change: Steve Bowden, Senior Vice President, Operations, will become Senior Vice President, Commercial effective January 1, 2026. The information under Item 2.02 is furnished, not filed, and is not incorporated by reference unless expressly stated.
Jeanne M. Hillman, a director of Clearwater Paper Corp (CLW), was credited with 1,197.458 phantom stock units under the company's Deferred Compensation Plan for Directors on 10/01/2025.
The phantom units have a reported per‑unit value of $20.46 and are recorded as payable on a 1‑for‑1 basis with the issuer's common stock; the filing notes these units will be converted to cash and paid on the date previously elected by the reporting person, with a referenced date of 01/01/2031. The filing shows 1,197.458 common‑stock‑equivalent shares from these units and lists total beneficial ownership following the transaction as 8,562.561 shares (direct).