International Paper (NYSE: IP) director awarded 10,809 RSUs for 2026-2027 service

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Lewis Clinton A. Jr. reported acquisition or exercise transactions in this Form 4 filing.

International Paper director Lewis Clinton A. Jr. received a grant of 10,809 Restricted Stock Units for his 2026-2027 board service year. Each unit represents one share of common stock held in the company’s Restricted Stock and Deferred Compensation Plan for Non-Employee Directors.

The units are settled in cash on January 1 following the year he leaves the board. After this award, he indirectly holds a total of 87,679 units in the plan, including amounts from previously credited dividend equivalents.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Lewis Clinton A. Jr.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	10,809	$0.00	--

Holdings After Transaction: Restricted Stock Units — 87,679 shares (Indirect, By Plan)

Footnotes (1)

The Restricted Stock Units (units) reported were awarded to the reporting person for service as a director for the 2026-2027 service year. The units held in the Restricted Stock and Deferred Compensation Plan for Non-Employee Directors represent one share of International Paper Company common stock. The units are settled in cash on January 1 following the year in which the reporting person terminates service as a director. Share numbers rounded. The total amount reported includes previously credited dividend equivalents. Dividend equivalents are acquired pursuant to a dividend reinvestment feature of the Company's Long-Term Incentive Plan. Dividends vest at the same time as the award to which they relate.

Key Figures

RSU grant size: 10,809 units Total units after grant: 87,679 units Grant price: $0.0000 per unit +1 more

4 metrics

RSU grant size 10,809 units Restricted Stock Units awarded for 2026-2027 director service year

Total units after grant 87,679 units Indirect holdings in Restricted Stock and Deferred Compensation Plan after award

Grant price $0.0000 per unit Compensation grant, not an open-market purchase

Underlying shares 10,809 shares Each RSU represents one share of International Paper common stock

Key Terms

Restricted Stock Units, Restricted Stock and Deferred Compensation Plan for Non-Employee Directors, dividend equivalents, Long-Term Incentive Plan

4 terms

Restricted Stock Units financial

"The Restricted Stock Units (units) reported were awarded to the reporting person for service as a director for the 2026-2027 service year."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Restricted Stock and Deferred Compensation Plan for Non-Employee Directors financial

"The units held in the Restricted Stock and Deferred Compensation Plan for Non-Employee Directors represent one share of International Paper Company common stock."

dividend equivalents financial

"The total amount reported includes previously credited dividend equivalents."

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

Long-Term Incentive Plan financial

"Dividend equivalents are acquired pursuant to a dividend reinvestment feature of the Company's Long-Term Incentive Plan."

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

Form 4 Insider Transactions: What Each Field Means →

05/14/2026 - 11:43 AM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Lewis Clinton A. Jr.

(Last)

(First)

(Middle)

INTERNATIONAL PAPER COMPANY

6400 POPLAR AVENUE

(Street)

MEMPHIS

TENNESSEE

38197

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0⁽¹⁾	05/12/2026		A		10,809		⁽¹⁾	⁽¹⁾	Common Stock	10,809⁽²⁾	$0	87,679⁽²⁾⁽³⁾	I	By Plan

Explanation of Responses:

1. The Restricted Stock Units (units) reported were awarded to the reporting person for service as a director for the 2026-2027 service year. The units held in the Restricted Stock and Deferred Compensation Plan for Non-Employee Directors represent one share of International Paper Company common stock. The units are settled in cash on January 1 following the year in which the reporting person terminates service as a director.

2. Share numbers rounded.

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

Remarks:

Power of Attorney on file.

	/s/ Vincent T. Smith, Attorney-in-Fact for Mr. Lewis	05/14/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did INTERNATIONAL PAPER (IP) report for Lewis Clinton A. Jr.?

International Paper reported that director Lewis Clinton A. Jr. received 10,809 Restricted Stock Units as a grant for his 2026-2027 service year. These units are part of his board compensation, not an open-market share purchase or sale.

How many Restricted Stock Units does the INTERNATIONAL PAPER (IP) director hold after this grant?

Following the 10,809-unit grant, Lewis Clinton A. Jr. indirectly holds 87,679 Restricted Stock Units. This total includes previously credited dividend equivalents accumulated under International Paper’s long-term incentive and deferred compensation arrangements for non-employee directors.

Are the Restricted Stock Units granted to the INTERNATIONAL PAPER (IP) director settled in stock or cash?

The Restricted Stock Units are settled in cash, not stock. International Paper states the units are paid on January 1 following the year when the director terminates board service, even though each unit represents one share of common stock.

What period of service do the new Restricted Stock Units at INTERNATIONAL PAPER (IP) cover?

The 10,809 Restricted Stock Units were awarded for Lewis Clinton A. Jr.’s service as a director during the 2026-2027 service year. They form part of the standard compensation package for non-employee directors at International Paper Company.

What are dividend equivalents in the INTERNATIONAL PAPER (IP) director’s Form 4 filing?

Dividend equivalents are additional units credited when dividends are paid on International Paper’s common stock. The filing notes the 87,679 total units include these equivalents, which vest at the same time as the related Restricted Stock Unit awards.