UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1 )
(Mark One)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended December 31 , 2024
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 | Name of each exchange on which registered | ||||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes ý No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes ý No
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. ý Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ý Yes ¨ 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.
ý | 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ý
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ¨ Yes ý No
As of June 30, 2024, the aggregate market value of the common stock held by non-affiliates was $788.5 million.
As of February 21, 2025, 16,175,161 shares of common stock were outstanding.
__________________________
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement for the 2025 Annual Meeting of Stockholders to be held on May 8, 2025 are incorporated by reference in Part III of this Form 10-K.
Explanatory Note
Clearwater Paper Corporation (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Original Filing”), which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 24, 2025 (the “Original Filing Date”). The sole purpose of this Amendment is to amend the Exhibits contained in Item 15 of Part IV of the Original Filing to include Exhibit 19.1, Clearwater Paper Corporation Insider Trading Policy, which was inadvertently omitted in the Original Filing.
This Amendment is an exhibit-only filing. Except as described above, no changes have been made to the Original Filing and this Amendment does not modify, amend, or update in any way any of the financial or other information contained in the Original Filing. This Amendment does not reflect events that may have occurred subsequent to the Original Filing Date. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC.
Pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), currently dated certifications are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. These certifications are attached to this Amendment as Exhibit 31.1 under Item 15 of Part IV hereof. Because no financial statements are being filed with this Amendment and this Amendment does not contain any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Similarly, because no financial statements are being filed with this Amendment, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.
PART IV
ITEM 15. | Exhibits, Financial Statement Schedules | ||||
FINANCIAL STATEMENTS
The following financial statements of Clearwater Paper are included in this report:
Consolidated Balance Sheets - December 31, 2024, and 2023.
Consolidated Statements of Operations - years ended December 31, 2024, 2023, and 2022.
Consolidated Statements of Comprehensive Income - years ended December 31, 2024, 2023 and 2022.
Consolidated Statements of Cash Flows - years ended December 31, 2024, 2023 and 2022.
Consolidated Statements of Stockholders’ Equity - years ended December 31, 2024, 2023 and 2022.
Notes to the Financial Statements.
Report of Independent Registered Public Accounting Firm (PCAOB Firm ID 185).
No other financial statement schedules are required to be filed.
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| Incorporated by Reference | |||||||||||||||||
| EXHIBIT | EXHIBIT DESCRIPTION | Filed herewith? | Form | Exhibit No. | Date Filed | ||||||||||||
| 3.1 | 8-K | 3.1 | May 15, 2024 | ||||||||||||||
| 3.2 | 8-K | 3.2 | May 15, 2024 | ||||||||||||||
| 4.1 | 10-K | 4.1 | February 24, 2025 | ||||||||||||||
| 4.2 | 8-K | 4.1 | August 18, 2020 | ||||||||||||||
| 4.2(i) | 8-K | 4.2 | August 18, 2020 | ||||||||||||||
| 10.1 | 8-K | 10.2 | July 31, 2019 | ||||||||||||||
| 10.1(i) | 10-Q | 10.2 | May 5, 2020 | ||||||||||||||
| 10.1(ii) | 10-Q | 10.1 | November 3, 2020 | ||||||||||||||
| 10.1(iii) | 10-K | 10.1(iii) | February 24, 2025 | ||||||||||||||
| 10.1(iv) | 8-K | 10.1 | November 9, 2022 | ||||||||||||||
| 10.1(v) | 8-K | 10.2 | October 27, 2023 | ||||||||||||||
| 10.1(vi) | 8-K | 10.2 | May 1, 2024 | ||||||||||||||
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| 10.1(vii ) | 10-K | 10.1(vii) | February 24, 2025 | ||||||||||||||
| 10.2 | 8-K | 10.1 | October 27, 2023 | ||||||||||||||
| 10.2(i) | 8-K | 10.1 | May 1, 2024 | ||||||||||||||
| 10.2(ii) | 10-K | 10.2(ii) | February 24, 2025 | ||||||||||||||
| 10.3 | 8-K | 10.1 | February 20, 2024 | ||||||||||||||
10.41 | 12B/A | 10.15 | November 19, 2008 | ||||||||||||||
10.51 | 8-K | 10.1 | January 31, 2020 | ||||||||||||||
10.61 | 10-Q | 10.11 | October 30, 2023 | ||||||||||||||
10.71 | 8-K | 10.1 | May 8,2015 | ||||||||||||||
10.7(i)1 | 10-K | 10.5(i) | February 22, 2017 | ||||||||||||||
10.7(ii)1 | 8-K | 10.1 | May 11, 2017 | ||||||||||||||
10.7(iii)1 | 8-K | 10.1 | May 19, 2020 | ||||||||||||||
10.7(iv)1 | 8-K | 10.1 | May 15, 2023 | ||||||||||||||
10.81 | 8-K | 10.1 | February 14, 2019 | ||||||||||||||
10.8(i)1 | 10-K | 10.8(i)1 | February 20, 2024 | ||||||||||||||
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10.91 | 10-K | 10.201 | March 9,2020 | ||||||||||||||
10.9(i)1 | 10-K | 10.9(ii)1 | February 14, 2023 | ||||||||||||||
10.9(ii)1 | 10-K | 10.9(iii)1 | February 20, 2024 | ||||||||||||||
10.9(iii)1 | 10-K | 10.9(iv)1 | February 20, 2024 | ||||||||||||||
10.101 | 8-K | 10.3 | February 18, 2014 | ||||||||||||||
10.10(i)1 | 10-K | 10.7(i) | February 26, 2015 | ||||||||||||||
10.10(ii)1 | 10-K | 10.7(ii) | February 26, 2015 | ||||||||||||||
10.10(iii)1 | 10-K | 10.8(iii) | February 22, 2016 | ||||||||||||||
10.10(iv)1 | 8-K | 10.3 | February 10, 2017 | ||||||||||||||
10.10(v)1 | 10-K | 10.8(v) | February 21, 2018 | ||||||||||||||
10.111 | 8-K | 10.1 | May 9, 2014 | ||||||||||||||
10.11(i)1 | 10-Q | 10.1 | July 27, 2016 | ||||||||||||||
10.11 (ii)1 | 10-Q | 10.1 | November 2, 2021 | ||||||||||||||
10.11 (iii)1 | 10-K | 10.11(iii)1 | February 20, 2024 | ||||||||||||||
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10.121 | 10-K | 10.10 | February 22, 2017 | ||||||||||||||
10.12(i)1 | 10-Q | 10.2 | August 4, 2020 | ||||||||||||||
| 10.12(ii) | 10-K | 10.12(ii)1 | February 15, 2022 | ||||||||||||||
10.131 | 8-K | 10(i) | March 9, 2018 | ||||||||||||||
10.141 | 10-K | 10.12 | February 22, 2017 | ||||||||||||||
10.14(i)1 | 10-Q | 10.3 | August 4, 2020 | ||||||||||||||
10.14(ii)1 | 10-K | 10.14(ii)1 | February 15, 2022 | ||||||||||||||
10.151 | 10-K | 10.18 | March 18, 2009 | ||||||||||||||
10.15(i)1 | 10-Q | 10.16(i) | October 31, 2013 | ||||||||||||||
10.161 | 8-K | 10.10 | December 19, 2008 | ||||||||||||||
10.16(i)1 | 8-K | 99.1 | December 7, 2017 | ||||||||||||||
10.16(ii)1 | 10-Q | 10(i) | August 7, 2018 | ||||||||||||||
10.16(iii)1 | 10-K | 10.16(iii) | February 24, 2025 | ||||||||||||||
10.171 | 10-K | 10.16 | February 20,2014 | ||||||||||||||
| 19.1 | X | ||||||||||||||||
| (21) | 10-K | 21 | February 24, 2025 | ||||||||||||||
| (23) | 10-K | 23 | February 24, 2025 | ||||||||||||||
| (24) | 10-K | 24 | February 24, 2025 | ||||||||||||||
| (31) | 10-K | 31 | February 24, 2025 | ||||||||||||||
| 31.1 | X | ||||||||||||||||
| (32) | 10-K | 32 | February 24, 2025 | ||||||||||||||
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| (97) | 10-K | 97 | February 20,2025 | ||||||||||||||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema. | ||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase. | ||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Label Linkbase. | ||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase. | ||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase. | ||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | ||||||||||||||||
1 Management contract or compensatory plan, contract or arrangement. | ||
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.
CLEARWATER PAPER CORPORATION | ||||||||
(Registrant) | ||||||||
By | /s/ Michael S. Gadd | |||||||
Michael S. Gadd Senior Vice President, General Counsel | ||||||||
Date: February 25, 2025
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