International Paper director awarded 7,901 shares

SULLIVAN KATHRYN D reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

SULLIVAN KATHRYN D reported acquisition or exercise transactions in this Form 4 filing.

International Paper director Kathryn D. Sullivan received a grant of 7,901 shares of common stock as compensation for her 2026–2027 board service year. The award is restricted and becomes fully vested on the earliest of May 12, 2027, or certain separation events. After this grant, she directly holds 53,777 shares, including previously credited dividend equivalents.

Insider Trade Summary

Grant/Award: 7,901 shares

Grant/Award 1 txn

Insider SULLIVAN KATHRYN D

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	7,901	$0.00	$0.00

Holdings After Transaction: Common Stock — 53,777 shares (Direct)

Footnotes (3)

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 investment feature of the Company's Long-Term Incentive Plan. Dividends vest at the same time as the award to which they relate.

Key Figures

Equity award: 7,901 shares Award price: $0.00 per share Post-award holdings: 53,777 shares +1 more

4 metrics

Equity award 7,901 shares Common stock granted for 2026–2027 director service year

Award price $0.00 per share Non-cash grant/award acquisition

Post-award holdings 53,777 shares Total common shares directly held after transaction, including dividend equivalents

Vesting date May 12, 2027 Earliest scheduled date shares become free of restrictions

Key Terms

dividend equivalents, Long-Term Incentive Plan, non-forfeitable, service year

4 terms

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 investment 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, (iii) disability, (iv) retirement or (v) resignation with the consent of the Board of Directors."

service year financial

"The shares reported were awarded to the participant for service as a director for the 2026-2027 service year."

FAQ

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

What did International Paper (IP) director Kathryn D. Sullivan report on this Form 4?

Kathryn D. Sullivan reported receiving 7,901 shares of International Paper common stock as an equity award for her 2026–2027 board service year. The shares are restricted and were granted at no cash cost to her.

Is the 7,901-share transaction by International Paper (IP) director a market purchase or sale?

The 7,901-share transaction is an equity grant, not a market purchase or sale. It was awarded as compensation for board service, with a reported price per share of $0.00, reflecting a non-cash award structure.

When do the awarded shares to International Paper (IP) director Kathryn D. Sullivan vest?

The awarded shares become free of restrictions and non-forfeitable on the earliest of May 12, 2027, death, disability, retirement, or resignation with board consent. Resignation can trigger pro rata reduction based on length of service during the 2026–2027 year.

How many International Paper (IP) shares does Kathryn D. Sullivan hold after this award?

After this award, Kathryn D. Sullivan directly holds 53,777 shares of International Paper common stock. This total includes the new grant and previously credited dividend equivalents under the company’s Long-Term Incentive Plan.

What are dividend equivalents mentioned in Kathryn D. Sullivan’s International Paper (IP) filing?

Dividend equivalents are additional share credits earned when dividends are paid on underlying awards. For Sullivan, they are credited under International Paper’s Long-Term Incentive Plan and vest at the same time as the related equity award.

Why was Kathryn D. Sullivan granted shares by International Paper (IP)?

She received 7,901 shares as compensation for serving as a director for the 2026–2027 service year. This equity award aligns director pay with shareholder interests through stock-based compensation subject to vesting conditions.

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

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Accepted by SEC EDGAR 05/14/2026 - 11:56 AM EDT 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^*

SULLIVAN KATHRYN D

(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
Common Stock	05/12/2026		A		7,901(1)(2)	A	$0	53,777(1)(3)	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 investment 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 Dr. Sullivan	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)