International Paper director receives stock award, withholds for taxes

International Paper director David A. Robbie reported routine equity compensation activity.

Rhea-AI Filing Summary

International Paper director David A. Robbie reported routine equity compensation activity. On May 12, 2026, he received an award of 5,298 shares of common stock for service as a director for the 2026–2027 year, which were granted at no cash cost and are subject to restrictions that lapse on the earliest of May 12, 2027, death, disability, retirement, or a Board-consented resignation. On the same date, 1,233 shares were withheld as a tax-withholding disposition tied to the vesting of a prior-year director award. After these transactions, he directly holds 12,769 shares, including previously credited dividend equivalents under the company’s Long-Term Incentive Plan. These events reflect compensation and related tax withholding rather than open‑market buying or selling.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider ROBBIE DAVID A.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,298	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,233	$32.47	$40K

Holdings After Transaction: Common Stock — 12,769 shares (Direct)

Footnotes (4)

1. F1. Share numbers rounded.
2. F2. The shares reported were awarded to the participant for service as a director for the 2026-2027 service year. Shares become free of restrictions and non-forfeitable on the earliest of: (i) May 12, 2027, (ii) death, (iii) disability, (iv) retirement or (v) resignation with the consent of the Board of Directors. In the event of a resignation, the award would be reduced pro rata based on length of service.
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.
4. F4. Represents shares withheld for the payment of tax liability from the vesting of the award to the reporting person for service as a director for the 2025-2026 service year.

Key Figures

Tax-withholding shares: 1,233 shares Awarded shares: 5,298 shares Tax-withholding reference price: $32.47 per share +2 more

5 metrics

Tax-withholding shares 1,233 shares Shares withheld for tax liability on 2025–2026 director award vesting

Awarded shares 5,298 shares Director stock award for 2026–2027 service year

Tax-withholding reference price $32.47 per share Value used for 1,233-share tax-withholding disposition on May 12, 2026

Shares held after transactions 14,002 shares Total common shares directly held after May 12, 2026 transactions

Award vesting date May 12, 2027 Earliest date when 2026–2027 director award becomes non‑forfeitable

Key Terms

tax-withholding disposition, dividend equivalents, Long-Term Incentive Plan, non-forfeitable, +1 more

5 terms

tax-withholding disposition financial

"Represents shares withheld for the payment of tax liability from the vesting of the award"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

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.

non-forfeitable financial

"Shares become free of restrictions and non-forfeitable on the earliest of: (i) May 12, 2027, (ii) death,"

grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did International Paper (IP) director David A. Robbie report in this Form 4?

David A. Robbie reported a routine equity award and related tax withholding. He received 5,298 restricted common shares for 2026–2027 board service, and 1,233 shares were withheld to cover taxes from a prior director award vesting.

How many International Paper (IP) shares does David A. Robbie hold after these transactions?

After the reported transactions, David A. Robbie directly holds 14,002 shares of International Paper common stock. This total includes shares from the new director award plus previously credited dividend equivalents under the company’s Long-Term Incentive Plan.

Was the International Paper (IP) Form 4 a market purchase or sale of shares?

The Form 4 does not show any open‑market purchase or sale. It reports a grant of 5,298 shares as director compensation and a tax-withholding disposition of 1,233 shares tied to vesting of a prior director award.

What are the vesting terms of David A. Robbie’s new International Paper (IP) director award?

The 5,298-share award becomes non‑forfeitable on the earliest of May 12, 2027, death, disability, retirement, or resignation with Board consent. In a resignation scenario, the award would be reduced pro rata based on the director’s length of service.

How are dividend equivalents treated in David A. Robbie’s International Paper (IP) holdings?

His reported total includes previously credited dividend equivalents, which are acquired through a dividend reinvestment feature under International Paper’s Long-Term Incentive Plan. These dividend equivalents vest at the same time as the related underlying award.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/14/2026 - 12:20 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^*

ROBBIE DAVID A.

(Last) (First) (Middle)

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
Common Stock	05/12/2026		A		5,298(1)(2)	A	$0	14,002(1)(3)	D
Common Stock	05/12/2026		F		1,233(1)(4)	D	$32.47	12,769(1)	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

Explanation of Responses:

1. Share numbers rounded.

2. The shares reported were awarded to the participant for service as a director for the 2026-2027 service year. Shares become free of restrictions and non-forfeitable on the earliest of: (i) May 12, 2027, (ii) death, (iii) disability, (iv) retirement or (v) resignation with the consent of the Board of Directors. In the event of a resignation, the award would be reduced pro rata based on length of service.

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.

4. Represents shares withheld for the payment of tax liability from the vesting of the award to the reporting person for service as a director for the 2025-2026 service year.

Remarks:

Power of Attorney on file.

	/s/ Vincent T. Smith, attorney-in-fact for David A. Robbie	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)