International Paper (IP) 10-K risk factor changes: FY2025 vs FY2024

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

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](#i5ba32aeab3f947f28a9e9ed735c0c7c4_13) of this Form 10-K under the caption, [“Information About Our Executive Officers.”](#i5ba32aeab3f947f28a9e9ed735c0c7c4_46)

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

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 | | |

| | | | | | | 12/31/2024 | | |

| | | | | | | 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 ý 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 ý

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 ý No ¨