International Paper director granted 5,298 RSUs

Tozier Scott reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Tozier Scott reported acquisition or exercise transactions in this Form 4 filing.

International Paper director Scott Tozier received a grant of Restricted Stock Units as part of his 2026–2027 board compensation. The award covers 5,298 units, each representing one share of International Paper common stock and held under the Restricted Stock and Deferred Compensation Plan for Non-Employee Directors.

The filing states that these units are settled in cash on January 1 following the year in which Tozier’s board service ends. Following this grant and previously credited dividend equivalents, his indirect holdings under the plan total 21,655 units, reflecting accumulated director compensation rather than open-market purchases.

Insider Trade Summary

Grant/Award: 5,298 shares

Grant/Award 1 txn

Insider Tozier Scott

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	5,298	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 21,655 contracts (Indirect, By Plan)

Footnotes (3)

1. F1. 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. F2. Share numbers rounded.
3. F3. 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: 5,298 units Total RSUs after grant: 21,655 units Settlement form: Cash settlement +1 more

4 metrics

RSU grant size 5,298 units Award for 2026–2027 director service year

Total RSUs after grant 21,655 units Indirect holdings under director deferred compensation plan after grant

Settlement form Cash settlement Units settled in cash on January 1 after year of service termination

Underlying shares per unit 1 share per unit Each unit 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.

FAQ

What insider transaction did International Paper (IP) report for Scott Tozier?

International Paper reported that director Scott Tozier received 5,298 Restricted Stock Units as a grant for his 2026–2027 board service. These units are part of his non-employee director compensation and are held in a company deferred compensation plan.

How many Restricted Stock Units does Scott Tozier now hold at International Paper (IP)?

After the latest grant, Scott Tozier holds a total of 21,655 Restricted Stock Units indirectly under International Paper’s non-employee director plan. This total includes prior awards and dividend equivalents that were credited under the company’s long-term incentive plan.

Are Scott Tozier’s International Paper (IP) Restricted Stock Units settled in stock or cash?

The Restricted Stock Units reported for Scott Tozier are settled in cash, not stock. They are payable on January 1 following the year he terminates service as a director, according to the company’s plan for non-employee directors.

What does the 5,298-unit award to Scott Tozier at International Paper (IP) represent?

The 5,298-unit award represents a grant of Restricted Stock Units for Scott Tozier’s 2026–2027 director service year. Each unit corresponds to one share of International Paper common stock and forms part of his deferred director compensation package.

Do Scott Tozier’s International Paper (IP) units include dividend equivalents?

Yes. The total 21,655 units for Scott Tozier include dividend equivalents credited under International Paper’s Long-Term Incentive Plan. Dividend equivalents are added through a dividend reinvestment feature and vest on the same schedule as the related awards.

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Accepted by SEC EDGAR 05/14/2026 - 11:46 AM 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^*

Tozier Scott

(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)
			Code	V	Amount	(A) or (D)	Price

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
Restricted Stock Units	$0(1)	05/12/2026		A		5,298		(1)	(1)	Common Stock	5,298(2)	$0	21,655(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. Tozier	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)