Nicholls Timothy S 4/A

What Happened

• Timothy S. Nicholls, Executive Vice President and President of International Paper, had a total of 2,642 shares withheld to cover tax obligations tied to vested restricted stock units (RSUs) on Feb 1, 2026. The withholdings were 1,371 shares and 1,271 shares, each valued at $40.32, totaling $55,279 and $51,247 respectively — about $106,526 combined.
• This was not a discretionary open-market sale but tax withholding (disposition) related to RSU vesting (Form 4 code F), a routine administrative action rather than a signal of personal selling for investment reasons.

Key Details

• Transaction dates & prices: Feb 1, 2026 — 1,371 shares @ $40.32 ($55,279) and 1,271 shares @ $40.32 ($51,247).
• Total shares withheld: 2,642; total value ≈ $106,526.
• Shares owned after transaction: Not specified in this filing; the report references plan holdings per a plan statement dated Jan 30, 2026.
• Notable footnotes: Additional shares were withheld because federal taxes were not initially withheld correctly for an expatriate assignment; the filing corrects that by withholding extra shares. Share counts are rounded. The report also notes shares held through the International Paper Salaried Savings Plan (plan statement as of Jan 30, 2026).
• Filing status: This is an amended Form 4 filed Feb 11, 2026, reporting transactions on Feb 1, 2026. Power of attorney is on file.

Context

• These transactions reflect cashless tax withholding at vesting of 2023 and 2024 RSU awards, not an intentional sale to raise cash or change portfolio stance. For retail investors, tax-withholding dispositions are routine and generally not interpreted as a strong insider sentiment signal.