International Paper (NYSE: IP) exec nets stock from PSU award

Rhea-AI Filing Summary

International Paper executive Holly G. Goughnour, VP & Chief Accounting Officer, reported equity transactions in company common stock. On February 9, 2026, she acquired 6,335 shares of common stock at $46.58 per share, earned from Performance Share Units under the 2023–2025 Long-Term Incentive Plan.

On the same date, 1,543 shares were withheld at $46.58 per share to cover tax obligations, leaving her with 39,021 directly held shares. She also held 6,961 shares indirectly through the International Paper Salaried Savings Plan, based on a plan 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^*

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)
02/09/2026

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	02/09/2026		A		6,335(1)	A	$46.58	40,564(2)	D
Common Stock	02/09/2026		F		1,543(3)	D	$46.58	39,021(2)	D
Common Stock								6,961(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. Performance Share Units ("PSUs") earned (including accrued dividend equivalents) are based on the achievement of pre-established performance goals pursuant to a January 1, 2023 grant of PSUs made under the 2023-2025Long-Term Incentive Plan.

2. Share numbers rounded.

3. Shares withheld to cover 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 Holly G. Goughnour	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 Holly G. Goughnour report on this Form 4?

Holly G. Goughnour reported receiving company stock and a tax withholding. She acquired 6,335 shares of International Paper common stock from earned Performance Share Units, then had 1,543 shares withheld to cover tax obligations, both valued at $46.58 per share on February 9, 2026.

How many International Paper (IP) shares does Holly G. Goughnour hold after the reported transactions?

After the transactions, Holly G. Goughnour directly held 39,021 IP shares. In addition, she indirectly held 6,961 shares through the International Paper Salaried Savings Plan, based on a plan statement dated January 30, 2026, reflecting her beneficial ownership in total.

What is the source of the 6,335 International Paper (IP) shares reported as acquired?

The 6,335 acquired shares came from earned Performance Share Units. These PSUs, including accrued dividend equivalents, were granted January 1, 2023 under the 2023–2025 Long-Term Incentive Plan and vested based on achievement of pre-established performance goals, then settled in common stock.

Why were 1,543 International Paper (IP) shares reported with transaction code F?

The 1,543 shares with code F were withheld for taxes. The filing explains those shares were retained by the company to cover tax obligations arising from the PSU-based stock delivery, at a price of $46.58 per share, reducing the net shares received by the executive.

How are Holly G. Goughnour’s indirect holdings in International Paper (IP) structured?

Her indirect IP holdings are through the International Paper Salaried Savings Plan. The Form 4 lists 6,961 shares of common stock held by this plan, with information taken from a plan statement as of January 30, 2026, and classified as indirect ownership "By Plan."

What role does Holly G. Goughnour hold at International Paper (IP) in this Form 4?

Holly G. Goughnour is identified as VP & Chief Accounting Officer. The Form 4 indicates she is an officer of International Paper and not a director or 10% owner, and reports her beneficial ownership and recent stock transactions in that executive capacity.