International Paper (NYSE: IP) SVP Saab reports routine RSU tax share withholdings

Rhea-AI Filing Summary

International Paper senior vice president, general counsel and corporate secretary Joseph R. Saab reported routine share-withholding transactions tied to restricted stock unit (RSU) vesting. On February 1, 2026, the company withheld 857 shares at $40.32 per share to cover taxes on the third tranche of his 2023 RSU award and 757 shares at $40.32 per share for taxes on the second tranche of his 2024 RSU award. After these transactions, Saab directly owned 27,424 International Paper common shares and also held 14,633 shares indirectly through the International Paper Salaried Savings Plan as of January 30, 2026. He further held 12,477 common stock units in the company’s Deferred Compensation Savings Plan, which will be settled in cash upon termination of employment.

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

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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^*

Saab Joseph R.

(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)
	SVP, GC and Corp. Secretary

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		857(1)	D	$40.32	26,567(2)(3)	D
Common Stock	02/01/2026		F		757(4)	D	$40.32	27,424(2)	D
Common Stock								14,633(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	12,477		12,477(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. 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.

4. 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.

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 Joseph R. Saab	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did IP executive Joseph Saab report on this Form 4?

Joseph Saab reported routine tax-withholding transactions. International Paper withheld 857 and 757 shares on February 1, 2026, to cover tax obligations from vesting 2023 and 2024 restricted stock unit awards, both valued at $40.32 per share, rather than Saab selling shares in the open market.

How many International Paper (IP) shares does Joseph Saab own after the reported transactions?

After the reported transactions, Joseph Saab directly owns 27,424 International Paper common shares. He also beneficially owns 14,633 additional shares through the International Paper Salaried Savings Plan as of January 30, 2026, plus 12,477 common stock units in the Deferred Compensation Savings Plan.

Were Joseph Saab’s IP share reductions open-market sales or tax withholdings?

The reductions were tax withholdings, not open-market sales. International Paper withheld 857 and 757 shares on February 1, 2026, to satisfy tax obligations arising from vesting tranches of 2023 and 2024 restricted stock unit awards granted on January 1, 2023 and January 1, 2024.

What are the common stock units reported for Joseph Saab at International Paper (IP)?

Joseph Saab holds 12,477 common stock units in International Paper’s Deferred Compensation Savings Plan. Each unit tracks one share of IP common stock and will be settled in cash upon termination of employment, with the number of units varying as the stock price changes over time.

How are dividends treated on Joseph Saab’s International Paper equity awards?

The total shares reported include previously credited dividends and dividend equivalents from 2025. These amounts are added through a dividend reinvestment feature in International Paper’s Long-Term Incentive Plan, and the dividend equivalents vest at the same time as the related restricted stock unit awards.

What retirement and savings plans hold Joseph Saab’s International Paper (IP) interests?

Joseph Saab’s interests include 14,633 IP shares in the International Paper Salaried Savings Plan and 12,477 common stock units in the Deferred Compensation Savings Plan. Both figures are based on plan statements as of January 30, 2026, and supplement his directly held common shares.