International Paper (NYSE: IP) SVP Saab earns 24,314-share PSU award

Rhea-AI Filing Summary

International Paper reported an insider equity transaction for SVP, General Counsel and Corporate Secretary Joseph R. Saab. On February 9, 2026, he acquired 24,314 shares of common stock at $46.58 per share, earned as Performance Share Units under the 2023-2025 Long-Term Incentive Plan.

On the same date, 7,268 shares were withheld at $46.58 per share to cover tax obligations, leaving him with 43,613 directly held shares after the transactions. In addition, 14,633 shares are held indirectly through the International Paper Salaried Savings Plan based on a plan statement as of January 30, 2026.

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
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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^*

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)
02/09/2026

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	02/09/2026		A		24,314(1)	A	$46.58	50,881(2)	D
Common Stock	02/09/2026		F		7,268(3)	D	$46.58	43,613(2)	D
Common Stock								14,633(2)(4)	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

Explanation of Responses:

1. Performance Share Units ("PSUs") earned (including accrued dividend equivalents) are based on the achievement of pre-established performance goals pursuant to a January 1, 2023 grant of PSUs made under the 2023-2025 Long-Term Incentive Plan.

2. Share numbers rounded.

3. Shares withheld to cover tax obligations.

4. 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.

Remarks:

Power of Attorney on file.

	/s/ Vincent T. Smith, attorney-in-fact for Joseph R. Saab	02/11/2026
	** 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.

FAQ

What insider transaction did International Paper (IP) report for Joseph R. Saab?

International Paper reported that Joseph R. Saab acquired 24,314 shares of common stock on February 9, 2026. The shares were earned as Performance Share Units under the 2023-2025 Long-Term Incentive Plan at a price of $46.58 per share.

How many International Paper (IP) shares does Joseph R. Saab own after the February 9, 2026 transaction?

After the February 9, 2026 transactions, Joseph R. Saab directly owns 43,613 shares of International Paper common stock. He also has 14,633 additional shares held indirectly through the International Paper Salaried Savings Plan, based on a statement dated January 30, 2026.

Why were some of Joseph R. Saab7s International Paper (IP) shares withheld on February 9, 2026?

On February 9, 2026, 7,268 shares of International Paper common stock were withheld from Joseph R. Saab. According to the disclosure, these shares were withheld specifically to cover tax obligations associated with the equity award transaction.

What is the source of the 24,314 International Paper (IP) shares granted to Joseph R. Saab?

The 24,314 shares granted to Joseph R. Saab represent Performance Share Units earned under the 2023-2025 Long-Term Incentive Plan. These PSUs, including accrued dividend equivalents, were tied to pre-established performance goals set from January 1, 2023.

How are Joseph R. Saab7s indirect International Paper (IP) holdings structured?

Joseph R. Saab7s indirect holdings consist of 14,633 shares of International Paper common stock held through the International Paper Salaried Savings Plan. The reported amount is based on a plan statement dated January 30, 2026 and is marked as indirect ownership 22By Plan.22

What role does Joseph R. Saab hold at International Paper (IP)?

Joseph R. Saab serves as Senior Vice President, General Counsel and Corporate Secretary at International Paper. His status in this executive role explains why his equity grants, tax withholdings, and plan holdings are reported in a Form 4 insider transaction filing.