Nicholls Timothy S 4

Accession 0000051434-26-000032

CIK 0000051434other

Filed

Feb 2, 7:00 PM ET

Accepted

Feb 3, 7:20 PM ET

Size

9.8 KB

Accession

0000051434-26-000032

AI-generated summary of this filing

Updated Feb 4, 2026

International Paper (IP) Exec. VP Timothy Nicholls Sells Shares

What Happened

Timothy S. Nicholls, Executive Vice President & President of International Paper (IP), had 440 shares disposed on Feb 1, 2026 as tax-withholding related to vested restricted stock units. The filing shows 304 shares withheld at $40.32 each ($12,257) and 136 shares withheld at $40.32 each ($5,484), for a combined value of about $17,741. Transaction code F indicates these were shares withheld to satisfy tax obligations (routine withholding), not an open‑market sale for investment purposes.

Key Details

Transaction date(s) and price(s): 2026-02-01; 304 shares @ $40.32 ($12,257) and 136 shares @ $40.32 ($5,484).
Total shares disposed: 440; total value ≈ $17,741.
Shares owned after transaction: not specified in the provided filing excerpt.
Notable footnotes: F1 & F3 — shares withheld to cover tax obligations on vested RSUs (third tranche of 2023 award and second tranche of 2024 award). F4 — includes previously credited dividends/dividend equivalents from the LTIP reinvestment feature. F5 & F6 — references to plan-held shares/units per plan statements dated Jan 30, 2026. F2 — rounding. Remarks note a Power of Attorney is on file.
Filing timeliness: Report period 2026-02-01, filed 2026-02-03 — appears timely (within standard Form 4 filing window).

Context

These transactions are cashless tax withholdings tied to RSU vesting (not open‑market sales). Such withholdings are routine to satisfy tax liabilities and do not necessarily indicate insider buying or selling intent. Dividend equivalents and plan-held units noted in the footnotes may affect reported holdings and how units are settled (DCSP units settle in cash upon termination).

Form 4

Period: 2026-02-01

Exec. VP & President

Transactions

Tax Payment
Common Stock
[F1][F2]
2026-02-01$40.32/sh−304$12,257→ 246,421 total
Tax Payment
Common Stock
[F3][F2][F4]
2026-02-01$40.32/sh−136$5,484→ 246,285 total

Holdings

Common Stock
[F2][F5]
(indirect: By Plan)
7,228
Common Stock Units
[F6][F2]
(indirect: By Plan)
→ Common Stock (39,701 underlying)
39,701

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]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.
[F5]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.
[F6]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.

Signature

/s/ Vincent T. Smith, attorney-in-fact for Timothy S. Nicholls|2026-02-03

1 file

INTERNATIONAL PAPER CO /NEW/

CIK 0000051434

Entity typeother