International Paper (IP) officer reports RSU tax share withholding and holdings

Rhea-AI Filing Summary

International Paper VP & Chief Accounting Officer Holly G. Goughnour reported routine share withholdings to cover income taxes on vesting restricted stock units. On February 1, 2026, three tax-withholding transactions (codes “F”) in common stock at $40.32 per share totaled 480, 442, and 259 shares.

After these transactions, she directly beneficially owned 34,229 shares of common stock, with share numbers rounded and including previously credited dividends and dividend equivalents from 2025 under the company’s long‑term incentive plan. She also indirectly held 6,961 shares through the International Paper Salaried Savings Plan, based on a statement as of January 30, 2026.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Goughnour Holly G.

Role VP & Chief Accounting Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	480	$40.32	$19K
Tax Withholding	Common Stock	442	$40.32	$18K
Tax Withholding	Common Stock	259	$40.32	$10K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 34,930 shares (Direct); Common Stock — 6,961 shares (Indirect, By Plan)

Footnotes (1)

1. Shares withheld to cover tax obligations related to the vesting of the third tranche of the 2023 Restricted Stock Unit Award granted on January 1, 2023. Share numbers rounded. Shares withheld to cover tax obligations related to the vesting of the second tranche of the 2024 Restricted Stock Unit Award granted on January 1, 2024. Shares withheld to cover tax obligations related to the vesting of the first tranche of the 2025 Restricted Stock Unit Award granted on January 1, 2025. The total amount reported includes previously credited dividends and dividend equivalents acquired in 2025. Dividends and dividend equivalents are acquired pursuant to a dividend reinvestment feature of the Company's Long-Term Incentive Plan. Dividend equivalents vest at the same time as the award to which they relate. 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.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

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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^*

Goughnour Holly G.

(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)
	VP & Chief Accounting Officer

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

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

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		480(1)	D	$40.32	34,930(2)	D
Common Stock	02/01/2026		F		442(3)	D	$40.32	34,488(2)	D
Common Stock	02/01/2026		F		259(4)	D	$40.32	34,229(2)(5)	D
Common Stock								6,961(2)(6)	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. Shares withheld to cover tax obligations related to the vesting of the third tranche of the 2023 Restricted Stock Unit Award granted on January 1, 2023.

2. Share numbers rounded.

3. Shares withheld to cover tax obligations related to the vesting of the second tranche of the 2024 Restricted Stock Unit Award granted on January 1, 2024.

4. Shares withheld to cover tax obligations related to the vesting of the first tranche of the 2025 Restricted Stock Unit Award granted on January 1, 2025.

5. The total amount reported includes previously credited dividends and dividend equivalents acquired in 2025. Dividends and dividend equivalents are acquired pursuant to a dividend reinvestment feature of the Company's Long-Term Incentive Plan. Dividend equivalents vest at the same time as the award to which they relate.

6. 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 Holly G. Goughnour	02/03/2026
	** 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 activity did IP VP Holly G. Goughnour report on this Form 4?

Holly G. Goughnour reported shares withheld to pay taxes on vesting restricted stock units. On February 1, 2026, three tax-withholding transactions in International Paper common stock occurred at $40.32 per share, covering RSU awards granted in 2023, 2024, and 2025.

How many International Paper shares does Holly G. Goughnour own after the reported transactions?

After the tax-withholding events, Holly G. Goughnour directly beneficially owned 34,229 shares of International Paper common stock. This total includes previously credited dividends and dividend equivalents from 2025 under the company’s long-term incentive plan, with share numbers reported on a rounded basis.

What were the specific tax-withholding share amounts reported by IP officer Holly G. Goughnour?

The filing shows three tax-withholding transactions on February 1, 2026. International Paper withheld 480 shares, 442 shares, and 259 shares of common stock, each at a transaction price of $40.32 per share, tied to different tranches of RSU awards granted in 2023, 2024, and 2025.

Which equity awards triggered the share withholding for Holly G. Goughnour at International Paper (IP)?

Share withholding related to RSU vesting from three awards: the third tranche of a 2023 RSU award, the second tranche of a 2024 RSU award, and the first tranche of a 2025 RSU award. All awards were granted on January 1 of their respective years.

What indirect International Paper (IP) holdings does Holly G. Goughnour report?

She reports 6,961 shares of International Paper common stock held indirectly through the International Paper Salaried Savings Plan. The amount is based on a plan statement dated January 30, 2026, and is reported separately from her directly held common stock holdings.

Does the Form 4 indicate any open-market buying or selling by the IP officer?

The transactions reported are coded “F,” indicating shares withheld to satisfy tax obligations upon RSU vesting, not open-market purchases or discretionary sales. The filing describes these as routine withholdings tied to vesting restricted stock unit tranches granted in prior years.