Hamic William Thomas 4

What Happened

• William T. Hamic, Executive Vice President & President of International Paper (IP), was issued 43,225 performance share units (PSUs) on 2026-02-09 valued at $46.58 each (total ≈ $2,013,421). To satisfy tax withholding obligations, 15,312 of those shares were withheld at the same price (≈ $713,233). The grants reflect earned PSUs vesting under a January 1, 2023 award.

Key Details

• Transaction date: 2026-02-09; Form 4 filed 2026-02-11 (timely filing).
• Awarded shares: 43,225 PSUs converted to common shares at $46.58 each (Total ≈ $2,013,421).
• Shares withheld for taxes: 15,312 shares at $46.58 (Total ≈ $713,233) — coded F (tax withholding).
• Shares owned after transaction: Not specified in the filing; a plan statement (Salaried Savings Plan) is referenced as of 2026-01-30 (footnote F4).
• Notable footnotes: F1—PSUs earned based on pre-established performance goals from a 1/1/2023 grant under the 2023–2025 LTIP; F2—rounded share numbers; F3—shares withheld to cover tax obligations; PoA on file.

Context

• These were earned performance awards (not an open-market purchase or sale). The withholding of shares to cover taxes is a common administrative step and does not, by itself, indicate a change in insider sentiment. PSUs convert to company stock upon vesting based on achieved performance metrics; this is typical executive compensation rather than an opportunistic buy or sale.