Nicholls Timothy S 4

What Happened
Timothy S. Nicholls, Executive Vice President & President of International Paper (IP), received an award of 52,230 shares (Performance Share Units converted to stock) on 2026-02-09 at an indicated per-share value of $46.58, a total of about $2,432,873. On the same date, 18,887 shares were withheld to satisfy tax obligations (disposed) at $46.58, representing about $879,756 withheld.

Key Details

• Transaction date: 2026-02-09; Form 4 filed 2026-02-11 (timely filing).
• Award (code A): 52,230 shares @ $46.58 = $2,432,873 (value based on share price reported).
• Tax withholding (code F): 18,887 shares @ $46.58 = $879,756 withheld to cover taxes.
• PSUs were earned under a Jan 1, 2023 grant covering the 2023–2025 LTIP performance period (footnote F1).
• Shares numbers rounded (F2); shares withheld to cover taxes (F3).
• Some shares are held through the International Paper Salaried Savings Plan per a plan statement dated Jan 30, 2026 (F4). The Form 4 does not list a detailed total of post-transaction holdings in this summary.
• Power of attorney on file; no late filing noted.

Context
This was an earned equity award (Performance Share Units that vested/converted) rather than an open-market purchase or sale. The withholding of shares to cover taxes is a routine administrative step (a cashless-withholding) and is not the same as a voluntary sale. For retail investors, awards like PSUs reflect compensation tied to company performance metrics; they do not by themselves indicate insider buying or selling sentiment.