Goughnour Holly G. 4

What Happened
Holly G. Goughnour, Vice President and Chief Accounting Officer of International Paper (IP), was issued 6,335 shares (performance share units) on 2026-02-09 at an attributed value of $46.58 each (total $295,084). Of those, 1,543 shares were withheld to satisfy tax obligations at the same per-share value (withheld value $71,873), leaving a net delivery of 4,792 shares to her.

Key Details

• Transaction date: February 9, 2026; Form 4 filed February 11, 2026 (appears timely).
• Award: 6,335 shares @ $46.58 = $295,084 (Transaction code A = Award/Grant).
• Tax withholding: 1,543 shares @ $46.58 = $71,873 (Transaction code F = shares withheld for taxes).
• Net shares added to her holdings (post-withholding): 4,792 shares.
• Shares owned after the transaction: not disclosed in this Form 4.
• Important footnotes:
  • F1: These are performance share units (PSUs) earned under a Jan 1, 2023 grant (2023–2025 LTIP) and include accrued dividend equivalents, paid based on performance goal achievement.
  • F3: Shares were withheld to cover tax obligations (cashless withholding).
  • F4: Some shares are held through the International Paper Salaried Savings Plan per a plan statement dated Jan 30, 2026.
• Power of Attorney is on file (per remarks).

Context
This was an earned equity award (PSUs) tied to prior performance goals, not an open-market purchase or sale. Withholding to cover taxes is routine for equity compensation and reduces the net shares delivered. Awards increase insider exposure to company stock but reflect compensation tied to performance metrics rather than a direct purchase decision.