International Paper (IP) SVP Ellis details stock withholding and holdings

Rhea-AI Filing Summary

International Paper Company senior vice president Clayton R. Ellis reported a routine equity transaction involving company common stock. On 01/01/2026, 5,526 shares of common stock were withheld at a price of $39.39 per share to cover taxes related to a 2024 retention restricted share unit award that fully vested on that date.

After this tax withholding, Ellis beneficially owned 63,106 shares of International Paper common stock in direct form. In addition, he held 8,546 common stock units indirectly through the non-funded International Paper Company Deferred Compensation Savings Plan, with each unit representing one share of common stock and to be settled in cash based on a plan statement as of December 19, 2025.

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^*

Ellis Clay R

(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)
	Senior Vice President

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

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	01/01/2026		F		5,526(1)	D	$39.39	63,106(2)	D

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
Common Stock Units	(3)							(3)	(3)	Common Stock	8,546		8,546(2)(3)	I	By Plan

Explanation of Responses:

1. Shares withheld for taxes for the 2024 Retention Restricted Share Unit Award granted on January 1, 2024 that fully vested on January 1, 2026.

2. Share numbers rounded.

3. Represents common stock units (units) held in the non-funded International Paper Company Deferred Compensation Savings Plan (DCSP). Each unit represents one share of International Paper common stock. The number of units will vary as the price of the issuer's common stock varies. The units will be settled in cash upon termination of employment. This information is based on a plan statement as of December 19, 2025.

Remarks:

Power of Attorney on file.

	/s/ Vincent T. Smith, attorney-in-fact for Clayton R. Ellis	01/02/2026
	** 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 International Paper (IP) report for Clayton R. Ellis?

The filing reports that on 01/01/2026, senior vice president Clayton R. Ellis had 5,526 shares of International Paper common stock withheld at $39.39 per share to cover taxes on a vested 2024 retention restricted share unit award.

How many International Paper (IP) shares does Clayton R. Ellis own after this transaction?

Following the reported tax withholding transaction, Clayton R. Ellis beneficially owned 63,106 shares of International Paper common stock in direct ownership.

What are the deferred compensation units held by Clayton R. Ellis at International Paper (IP)?

Ellis holds 8,546 common stock units in the non-funded International Paper Company Deferred Compensation Savings Plan. Each unit represents one share of International Paper common stock and will be settled in cash upon termination of employment, based on plan information as of December 19, 2025.

Why were 5,526 International Paper (IP) shares withheld from Clayton R. Ellis?

The 5,526 shares were withheld for taxes related to a 2024 Retention Restricted Share Unit Award that was granted on January 1, 2024 and fully vested on January 1, 2026.

What is Clayton R. Ellis’s role at International Paper (IP)?

According to the filing, Clayton R. Ellis is an officer of International Paper Company, serving as a Senior Vice President.

Is the International Paper (IP) insider transaction part of a group filing?

No. The document indicates that the Form 4 is filed by one reporting person, covering only the holdings and transactions of Clayton R. Ellis.