International Paper (IP) EVP Nicholls granted 52,230 shares, with tax withholding

Rhea-AI Filing Summary

International Paper executive Timothy S. Nicholls reported equity compensation transactions involving company common stock. On February 9, 2026, he acquired 52,230 shares at $46.58 per share through a grant of Performance Share Units earned under the 2023–2025 Long-Term Incentive Plan.

On the same date, 18,887 shares at $46.58 per share were withheld to cover tax obligations related to the award. After these transactions, Nicholls directly beneficially owned 276,986 shares of common stock and indirectly held 7,228 shares through the International Paper Salaried Savings Plan based on a statement as of January 30, 2026.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Nicholls Timothy S

Role Exec. VP & President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	52,230	$46.58	$2.43M
Tax Withholding	Common Stock	18,887	$46.58	$880K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 295,873 shares (Direct); Common Stock — 7,228 shares (Indirect, By Plan)

Footnotes (1)

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. Share numbers rounded. Shares withheld to cover tax obligations. 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Nicholls Timothy S

(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)
	Exec. VP & President

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		52,230(1)	A	$46.58	295,873(2)	D
Common Stock	02/09/2026		F		18,887(3)	D	$46.58	276,986(2)	D
Common Stock								7,228(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 Timothy S. Nicholls	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 transactions did Timothy S. Nicholls report for International Paper (IP)?

Timothy S. Nicholls reported an equity award and related tax withholding. He acquired 52,230 shares of International Paper common stock from earned Performance Share Units and had 18,887 shares withheld to satisfy tax obligations, all dated February 9, 2026.

How many International Paper (IP) shares does Timothy S. Nicholls own after this Form 4?

After the reported transactions, Nicholls directly beneficially owned 276,986 shares of International Paper common stock. He also indirectly held 7,228 shares through the International Paper Salaried Savings Plan, based on a plan statement dated January 30, 2026.

What is the nature of the 52,230-share award to Timothy S. Nicholls at International Paper (IP)?

The 52,230 shares reflect Performance Share Units earned, including dividend equivalents, under a January 1, 2023 PSU grant. The grant was made pursuant to International Paper’s 2023–2025 Long-Term Incentive Plan, with shares delivered upon achievement of pre-established performance goals.

Why were 18,887 International Paper (IP) shares disposed of in Nicholls’ Form 4?

The 18,887 shares reported as disposed of were withheld to cover tax obligations. This is indicated by the transaction code F and a footnote stating the shares were withheld to satisfy tax liabilities associated with the equity award, not sold in an open-market transaction.

At what price were Timothy S. Nicholls’ International Paper (IP) equity transactions reported?

Both the acquisition of 52,230 shares and the withholding of 18,887 shares were reported at a price of $46.58 per share. This price is tied to the February 9, 2026 transactions related to the settlement of Performance Share Units and associated tax withholding.

How does Timothy S. Nicholls hold his indirect International Paper (IP) shares?

Nicholls’ indirect holdings consist of 7,228 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 classified as indirect ownership on the Form 4.