Goughnour Holly G. 4

4 · INTERNATIONAL PAPER CO /NEW/ · Filed Feb 3, 2026

AI-generated summary of this filing

Updated Feb 4, 2026

International Paper (IP) VP Holly Goughnour Withholds Shares for Taxes

What Happened

Holly G. Goughnour, Vice President and Chief Accounting Officer of International Paper, had 1,181 shares withheld (disposed) to cover tax obligations tied to vested restricted stock units. The withholding occurred on Feb 1, 2026 at $40.32 per share: 480 shares ($19,354), 442 shares ($17,821), and 259 shares ($10,443), totaling about $47,618. This is a routine tax-withholding disposition (transaction code F), not an open-market sale intended as an investment move.

Key Details

Transaction date: 2026-02-01. Report filed: 2026-02-03 (timely; no late filing indicated).
Price per share reported: $40.32.
Shares withheld/disposed: 480, 442, and 259 (total 1,181 shares; total value ≈ $47,618).
Reason: Shares withheld to cover tax obligations on RSU vesting — tranches from grants on Jan 1, 2023 (third tranche), Jan 1, 2024 (second tranche), and Jan 1, 2025 (first tranche) per filing footnotes.
Other notes from filing: share numbers rounded (F2); includes dividend equivalents reinvested from 2025 (F5); some holdings are via the company savings plan with a plan statement dated Jan 30, 2026 (F6). Power of Attorney on file.

Context

These withholdings are a standard, compensation-related disposition (tax withholding) and are common when restricted stock units vest. They generally do not signal the insider is selling shares for investment purposes and should be viewed differently from open-market sales or purchases.

Form 4

Period: 2026-02-01

VP & Chief Accounting Officer

Transactions

Tax Payment
Common Stock
[F1][F2]
2026-02-01$40.32/sh−480$19,354→ 34,930 total
Tax Payment
Common Stock
[F3][F2]
2026-02-01$40.32/sh−442$17,821→ 34,488 total
Tax Payment
Common Stock
[F4][F2][F5]
2026-02-01$40.32/sh−259$10,443→ 34,229 total

Holdings

Footnotes (6)

[F1]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.
[F2]Share numbers rounded.
[F3]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.
[F4]Shares withheld to cover tax obligations related to the vesting of the first tranche of the 2025 Restricted Stock Unit Award granted on January 1, 2025.
[F5]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.
[F6]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.

Signature

/s/ Vincent T. Smith, attorney-in-fact for Holly G. Goughnour|2026-02-03

1 file