International Paper (IP) EVP reports 2,642 shares withheld to cover tax on awards

Rhea-AI Filing Summary

International Paper executive Timothy S. Nicholls reported share withholdings to cover tax obligations tied to vesting stock awards. On February 1, 2026, a total of 2,642 shares of common stock were withheld at $40.32 per share in two separate tax-withholding transactions coded “F.”

After these transactions, Nicholls beneficially owned 243,643 shares of International Paper common stock directly, plus 7,228 shares held indirectly through the International Paper Salaried Savings Plan based on a statement as of January 30, 2026.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nicholls Timothy S

(Last) (First) (Middle)

C/O INTERNATIONAL PAPER COMPANY

6400 POPLAR AVENUE

(Street)

MEMPHIS TN 38197

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL PAPER CO /NEW/ [ IP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Exec. VP & President

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/01/2026		F		1,371(1)	D	$40.32	244,914(2)	D
Common Stock	02/01/2026		F		1,271(3)	D	$40.32	243,643(2)	D
Common Stock								7,228(2)(4)	I	By Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Additional shares were withheld to cover tax obligations arising from the vesting of the 2023 Restricted Stock Unit Award that vested on February 1, 2026. Because the reporting person is on an expatriate assignment, federal taxes were not initially withheld in error. Once the correct tax rates were applied, additional shares were withheld for the required tax obligations.

2. Share numbers rounded.

3. Additional shares were withheld to cover tax obligations arising from the vesting of the 2024 Restricted Stock Unit Award that vested on February 1, 2026. Because the reporting person is on an expatriate assignment, federal taxes were not initially withheld in error. Once the correct tax rates were applied, additional shares were withheld for the required tax obligations.

4. Represents shares of International Paper common stock held through the International Paper Salaried Savings Plan. The information in this report is based on a plan statement as of January 30, 2026.

Remarks:

Power of Attorney on file.

	/s/ Vincent T. Smith, attorney-in-fact for Timothy S. Nicholls	02/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did IP executive Timothy S. Nicholls report?

Timothy S. Nicholls reported share withholdings used to pay taxes on vested stock awards. On February 1, 2026, 2,642 International Paper common shares were withheld in two transactions, both coded “F” for tax payment via share withholding.

How many International Paper (IP) shares were withheld for taxes?

A total of 2,642 International Paper common shares were withheld for tax obligations. These came from two transactions of 1,371 shares and 1,271 shares, both executed at a price of $40.32 per share on February 1, 2026.

Why were shares withheld from Timothy S. Nicholls’ IP awards?

Shares were withheld to satisfy tax obligations from the vesting of 2023 and 2024 Restricted Stock Unit awards. Because Nicholls was on an expatriate assignment, federal taxes were initially not withheld correctly, prompting additional share withholdings once proper tax rates were applied.

How many IP shares does Timothy S. Nicholls beneficially own after the transactions?

Following the reported tax-withholding transactions, Nicholls beneficially owned 243,643 International Paper common shares directly. He also had 7,228 additional shares held indirectly through the International Paper Salaried Savings Plan, based on a plan statement dated January 30, 2026.

What does transaction code “F” mean in the IP Form 4/A filing?

Transaction code “F” denotes payment of tax liability by withholding securities rather than selling them in the open market. In this filing, International Paper shares were withheld from vested Restricted Stock Unit awards to cover required tax obligations for Timothy S. Nicholls.

How are Timothy S. Nicholls’ indirect IP holdings structured?

Nicholls’ indirect International Paper holdings are through the International Paper Salaried Savings Plan. The filing states he held 7,228 shares via this plan, with the amount based on a plan statement as of January 30, 2026, separate from his directly held shares.