Goughnour Holly G. 4

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.