International Paper director granted 11,414 RSUs

Connor Christopher M reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Connor Christopher M reported acquisition or exercise transactions in this Form 4 filing.

International Paper director Christopher M. Connor received a grant of 11,414 Restricted Stock Units for his 2026–2027 board service year. These units are credited under the company’s Restricted Stock and Deferred Compensation Plan for Non-Employee Directors and each unit tracks one share of common stock.

The units are settled in cash on January 1 following the year in which he terminates service as a director, so this is a compensation award rather than a stock market purchase. After this grant and previously credited dividend equivalents, his plan balance stands at 94,749 units.

Insider Trade Summary

Grant/Award: 11,414 shares

Grant/Award 1 txn

Insider Connor Christopher M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	11,414	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 94,749 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

RSUs granted: 11,414 units Total units after grant: 94,749 units Exercise price: $0.00 per unit +1 more

4 metrics

RSUs granted 11,414 units Award for 2026–2027 director service year

Total units after grant 94,749 units Plan balance following the reported award

Exercise price $0.00 per unit Compensation grant, no purchase cost to director

Settlement timing January 1 after service ends Cash settlement date for accumulated units

Key Terms

Restricted Stock Units, Deferred Compensation Plan, 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"

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.

Deferred Compensation Plan financial

"The units held in the Restricted Stock and Deferred Compensation Plan for Non-Employee Directors represent one share"

A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.

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 did International Paper (IP) director Christopher M. Connor receive in this Form 4?

Christopher M. Connor received a grant of 11,414 Restricted Stock Units as compensation for his 2026–2027 service year. These units are part of International Paper’s plan for non-employee directors and track the value of one share of common stock each.

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

The Restricted Stock Units for International Paper’s director are settled in cash, not stock. Payment occurs on January 1 following the year in which the director ends board service, based on units that track common stock value over time.

How many total units does the International Paper (IP) director hold after this grant?

After the 11,414-unit grant, the International Paper director’s plan balance is 94,749 units. This total includes previously credited dividend equivalents that were added under the company’s long-term incentive and dividend reinvestment features.

What period of service do these International Paper (IP) Restricted Stock Units cover?

The Restricted Stock Units granted to the International Paper director cover the 2026–2027 board service year. They represent part of the standard compensation structure for non-employee directors serving on the company’s board during that period.

What are dividend equivalents in the International Paper (IP) director’s plan?

Dividend equivalents are additional units credited when International Paper pays dividends, under its long-term incentive plan. They vest at the same time as the related award, increasing the total number of units in the director’s account over time.

Is this International Paper (IP) Form 4 a market buy or sell by the director?

This Form 4 reflects a compensation award, not a market buy or sell. The director received 11,414 Restricted Stock Units granted at no cost, which will ultimately be settled in cash after board service ends, rather than through open-market trading.

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Accepted by SEC EDGAR 05/14/2026 - 11:37 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^*

Connor Christopher M

(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		11,414		(1)	(1)	Common Stock	11,414(2)	$0	94,749(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. Connor	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)