filings.toolsInternational Paper 10-K 2025-12-31
Filed 2026-02-27. 2 sections, 575K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the fiscal year ended | ||
| 12/31/2025 | ||
| or | ||
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from - to - |
Commission File No. 1-3157
INTERNATIONAL PAPER COMPANY
(Exact name of registrant as specified in its charter)
| New York | 13-0872805 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 6400 Poplar Avenue | |||
| Memphis, | Tennessee | ||
| (Address of principal executive offices) | |||
| 38197 | |||
| (Zip Code) | |||
| Registrant's telephone number, including area code: | 901 | 419-9000 |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Common Shares | IP | New York Stock Exchange |
| Common Shares | IPC | London Stock Exchange |
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒ No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ¨ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes ☒ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files). Yes ☒ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
"emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | Accelerated filer | Non-accelerated filer | Smaller reporting company | Emerging growth company | ||||
| ☒ | ☐ | ☐ | ☐ | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included
in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
The aggregate market value of the Company’s outstanding common stock held by non-affiliates of the registrant, computed by reference to the
closing price as reported on the New York Stock Exchange, as of the last business day of the registrant’s most recently completed second fiscal
quarter (June 30, 2025) was approximately $24,671,507,117.
The number of shares outstanding of the Company’s common stock as of February 20, 2026 was 529,469,427.
Documents incorporated by reference:
Portions of the registrant’s proxy statement filed within 120 days of the close of the registrant’s fiscal year in connection with registrant’s 2026
annual meeting of shareholders are incorporated by reference into Part III of this Form 10-K.
INTERNATIONAL PAPER COMPANY
INDEX TO ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2025
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Item 40. 1(d)(5) of Regulation S-K. Further information concerning the composition of the Audit and Finance
Committee is hereby incorporated by reference to the Proxy Statement. Information with respect to our executive
officers is set forth in Part I, Item 1 of this Form 10-K under the caption, “Information About Our Executive Officers.”
Executive officers of International Paper are elected to hold office until the next annual meeting of the Board of
Directors following the annual meeting of shareholders and, until the election of successors, subject to removal by
the Board.
The Company’s Code of Conduct (the "Code") is applicable to all employees of the Company, including the CEO
and senior financial officers, as well as the Board of Directors. We disclose any amendments to our Code and any
waivers from a provision of our Code granted to our directors, CEO and senior financial officers on our website
within four business days following such amendment or waiver. To date, no waivers of the Code have been granted.
We have adopted an Insider Trading Policy applicable to our directors, officers, and employees, and have
implemented processes for the Company, that we believe are reasonably designed to promote compliance with
insider trading laws, rules, and regulations, the UK Market Abuse Regulation, and the NYSE listing standards.
Our Insider Trading Policy prohibits our employees and related persons and entities from trading in securities of
International Paper and other companies while in possession of material, non-public information. Our Insider
Trading Policy also prohibits our employees from disclosing material, non-public information regarding International
Paper, or any other publicly traded company, to others who may trade on the basis of that information. In addition,
with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal
securities laws and the applicable exchange listing requirements. A copy of our Insider Trading Policy is filed as
Exhibit 19 to this Form 10-K.
We make our Corporate Governance Guidelines, our Code, our Insider Trading Policy, our Compensation Clawback
Policy, and the Charters of our Audit and Finance Committee, MDCC, Governance Committee and PPE Committee
available free of charge on our website (www.internationalpaper.com), and in print to any shareholder who requests
them. Our Corporate Governance Statement as required under the FCA's Disclosure Guidance and Transparency
Rule ("DTR") 7.2.2 is available on the Governance page of the Investors tab of our website at
www.internationalpaper.com under Governance Documents. In addition, requests for printed copies may be directed
to:
International Paper Company
Attn: Mr. Joseph R. Saab, Corporate Secretary
6400 Poplar Avenue
Memphis, TN 38197
Information with respect to compliance with Section 16(a) of the Exchange Act and our corporate governance is
hereby incorporated by reference to our Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to the compensation of executives and directors of the Company is hereby incorporated by
reference to our definitive proxy statement that will be filed with the SEC within 120 days of the close of our fiscal
year.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED****
A description of the security ownership of certain beneficial owners and management and equity compensation plan
information is hereby incorporated by reference to our definitive proxy statement that will be filed with the SEC
within 120 days of the close of our fiscal year.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
A description of applicable information with respect to certain relationships and related transactions and director
independence matters, is hereby incorporated by reference to our definitive proxy statement that will be filed with
the SEC within 120 days of the close of our fiscal year.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Information with respect to fees paid to, and services rendered by, our independent registered public accounting
firm, and our policies and procedures for pre-approving those services, is hereby incorporated by reference to our
definitive proxy statement that will be filed with the SEC within 120 days of the close of our fiscal year.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(1)Financial Statements – See Item 8. Financial Statements and Supplementary Data.
(2)Financial Statement Schedules – The following additional financial data should be read in conjunction with the
consolidated financial statements in Item 8. Financial Statements and Supplementary Data. Schedules not
included with this additional financial data have been omitted because they are not applicable, or the required
information is shown in the consolidated financial statements or the notes thereto.
2025**,** 2024 and 2023
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