Nicholls Timothy S 4

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).