International Paper EVP has shares withheld for taxes

International Paper executive Timothy S. Nicholls, Exec.

Rhea-AI Filing Summary

International Paper executive Timothy S. Nicholls, Exec. VP & President, reported routine share transactions related to tax withholding on equity awards. On February 1, 2026, 304 and 136 shares of common stock were withheld at $40.32 per share to cover tax obligations from vesting restricted stock units.

After these transactions, he beneficially owned 246,285 shares of International Paper common stock directly, plus 7,228 shares held through the International Paper Salaried Savings Plan as of January 30, 2026. He also held 39,701 common stock units in the company’s Deferred Compensation Savings Plan, which are cash-settled upon termination of employment.

Insider Trade Summary

Exercise Price or Tax Liability: 440 shares

Exercise Price or Tax Liability 4 txns

Insider Nicholls Timothy S

Role Exec. VP & President

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	304	$40.32	$12K
Exercise Price or Tax Liability	Common Stock	136	$40.32	$5K
holding	Common Stock Units	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 246,285 shares (Direct); Common Stock Units — 39,701 contracts (Indirect, By Plan); Common Stock — 7,228 shares (Indirect, By Plan)

Footnotes (6)

1. F1. 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. F2. Share numbers rounded.
3. F3. 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. F4. 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.
5. F5. 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.
6. F6. 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 January 30, 2026.

FAQ

What insider transaction did International Paper (IP) report for Timothy S. Nicholls?

International Paper reported that Exec. VP & President Timothy S. Nicholls had shares withheld to cover taxes on vested restricted stock units. On February 1, 2026, 304 and 136 common shares were withheld at $40.32 per share as part of equity award vesting.

How many International Paper (IP) shares does Timothy S. Nicholls own after this Form 4?

After the reported transactions, Timothy S. Nicholls beneficially owned 246,285 International Paper common shares directly. He also had 7,228 additional shares held through the International Paper Salaried Savings Plan, based on a plan statement dated January 30, 2026.

Why were shares withheld from Timothy S. Nicholls’ International Paper (IP) awards?

Shares were withheld to satisfy tax obligations tied to vesting restricted stock units. The Form 4 notes withholding for the third tranche of a 2023 award and the second tranche of a 2024 award, both granted on January 1 of their respective years.

What are the International Paper (IP) common stock units reported for Timothy S. Nicholls?

Nicholls holds 39,701 common stock units in International Paper’s Deferred Compensation Savings Plan. Each unit tracks one share of common stock and will be settled in cash upon termination of employment, with values varying as the stock price changes.

What plan holdings does Timothy S. Nicholls have in International Paper (IP)?

Besides directly held shares, Nicholls owns 7,228 International Paper common shares through the Salaried Savings Plan and 39,701 common stock units in the Deferred Compensation Savings Plan. Both figures are based on plan statements as of January 30, 2026.

Were dividends or dividend equivalents mentioned in Timothy S. Nicholls’ International Paper (IP) holdings?

Yes. A footnote explains that the total amount reported includes previously credited dividends and dividend equivalents acquired in 2025 through the company’s Long-Term Incentive Plan, with dividend equivalents vesting alongside their related awards.

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Accepted by SEC EDGAR 02/03/2026 - 07:20 PM Learn about SEC filing dates

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^*

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)

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		304(1)	D	$40.32	246,421(2)	D
Common Stock	02/01/2026		F		136(3)	D	$40.32	246,285(2)(4)	D
Common Stock								7,228(2)(5)	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
Common Stock Units	(6)							(6)	(6)	Common Stock	39,701		39,701(2)	I	By Plan

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. 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.

5. 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.

6. 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 January 30, 2026.

Remarks:

Power of Attorney on file.

	/s/ Vincent T. Smith, attorney-in-fact for Timothy S. Nicholls	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.
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