Clearwater Paper Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

CLEARWATER PAPER CORPORATION

ANNUAL MEETING OF STOCKHOLDERS

May 8, 2025

NOTICE OF ANNUAL MEETING

AND

PROXY STATEMENT

LETTER FROM OUR CEO

Clearwater Paper Corporation 601 West Riverside, Suite 1100 Spokane, WA 99201

Dear Clearwater Paper stockholders and stakeholders,

2024 was a transformational year for us. We took significant strategic steps to become a premier independent paperboard packaging supplier focused on servicing North American converters.

The first step was the acquisition in May of the Augusta, Georgia, paperboard manufacturing facility from Graphic Packaging. Augusta is a great fit for our network, and we are continuing our efforts to successfully integrate the mill into our operations. We now have a national geographic footprint with our Lewiston, Idaho, mill covering the western part of the U.S., our Cypress Bend, Arkansas, mill covering the central part and our Augusta, Georgia mill covering the East. These mills have an annual capacity of approximately 1.4 million tons of SBS and can produce around 1.4 million tons of pulp per year. Consumer preferences for fiber-based packaging are creating significant growth potential, which will require us to continue to innovate and invest. We are partnering with our converter customers to develop new products and deliver innovative solutions that consumers are looking for – and to do this in the near term.

The second step was the sale of the tissue business in November. Thanks to the efforts of our team, the tissue business delivered excellent financial and operational results over the past couple of years. This outstanding performance enabled a $1.06 billion sale of the business to Sofidel America, and we used proceeds from the sale to significantlyde-lever our balance sheet and position Clearwater Paper for future growth.

While we remain optimistic about the long-term prospect of paperboard packaging, the SBS industry was in a down-cycle in 2024, with supply exceeding demand, resulting in operating rates at around 85%. Under normal conditions based on historical results, our industry operating rates would be between 90 and 95%. Since we can’t predict the timing of an industry recovery, we have made tough but necessary decisions to reduce our fixed cost structure in 2025. This involved eliminating 10% of all positions across the company along with other cost reduction actions. We are aiming to reduce our fixed cost structure by approximately 10% in 2025, which is expected to deliver $40 to $50 million in annual run rate savings by the end of the year.

After taking the significant strategic steps to transform our business, and making the difficult decisions to reduce costs, we remain fully committed to our core values and to operating in sustainable ways. I want to point out a few 2024 highlights that demonstrate this commitment:

With our strong balance sheet and strategic clarity – and guided by our values – we believe that we are well positioned to weather the current SBS down-cycle and grow and diversify our business and products in partnership with our customers.

Thank you for the trust that you place in all of us at Clearwater Paper.

Sincerely,

Arsen S. Kitch

President and Chief Executive Officer

i