Item 40. 1(d)(5) of Regulation S-K. Further information concerning the composition of the Audit and Finance

90K characters. Original on sec.gov · Markdown

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****

STOCKHOLDER MATTERS

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.

PART IV.

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.

Additional Financial Data

2025**,** 2024 and 2023

2Plan of acquisition, reorganization, arrangement, liquidation or succession
(2.1)Transaction Agreement, dated October 23, 2017, by and among the Company, Graphic Packaging Holding Company, Gazelle Newco LLC and Graphic Packaging International, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated October 24, 2017).
(2.2)Separation and Distribution Agreement, dated as of September 29, 2021, by and between International Paper Company and Sylvamo Corporation (incorporated by reference to Exhibit 2.1 to the Company’s’ Current Report on Form 8-K dated October 1, 2021).
(2.3)Rule 2.7 Announcement dated April 16, 2024 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated April 16, 2024).
(2.4)Co-operation Agreement between International Paper Company and DS Smith, Plc (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated April 16, 2024).
3Articles of Incorporation and Bylaws
(3.1)Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated May 13, 2013).
(3.2)By-laws of the Company, as amended through May 9, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated May 9, 2023).
4Instruments defining the rights of securities holders, including indentures
(4.1)Indenture, dated as of April 12, 1999, between the Company and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated June 16, 2000).
(4.2)Supplemental Indenture (including the form of Notes), dated as of June 4, 2008, between the Company and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated June 4, 2008).
(4.3)Supplemental Indenture (including the form of Notes), dated as of December 7, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated December 7, 2009).
(4.4)Supplemental Indenture (including the form of Notes), dated as of November 16, 2011, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated November 16, 2011).
(4.5)Supplemental Indenture (including the form of Notes), dated as of June 10, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated June 10, 2014).
(4.6)Supplemental Indenture (including the form of Notes), dated as of May 26, 2015, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated May 26, 2015).
(4.7)Supplemental Indenture (including the form of Notes), dated as of August 11, 2016, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated August 11, 2016).
(4.8)Supplemental Indenture (including the form of Notes), dated as of August 9, 2017, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated August 9, 2017.
(4.10)In accordance with Item 601 (b)(4)(iii)(A) of Regulation S-K, certain instruments respecting long-term debt of the Company have been omitted but will be furnished to the SEC upon request.
(4.11)Description of Securities*.
10Material contracts
(10.1)Amended and Restated 2009 Incentive Compensation Plan ("ICP") (corrected version of a previously filed exhibit) (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019). +
(10.1.i)*2024 Long-Term Incentive Compensation Plan (amended as of December 8, 2025 to reflect revised retirement age). +
(10.2)*International Paper Company Restricted Stock and Deferred Compensation Plan for Non-Employee Directors, Amended and Restated as of February 10, 2026. +
(10.2.i)*Form of Notice of Award under the International Paper Company Restricted Stock and Deferred Compensation Plan for Non-Employee Directors – Restricted Stock Units (cash settled). +
(10.2.ii)*Form of Notice of Award under the International Paper Company Restricted Stock and Deferred Compensation Plan for Non-Employee Directors – Restricted Stock (stock settled). +
(10.3.)Form of Notice of Award under the Recognition Plan Restricted Stock Unit Award Agreement (stock settled) (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024). +
(10.3.i)Form of Notice of Award under the Recognition Plan Restricted Stock Unit Award Agreement (cash settled) (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023). +
(10.3.ii)*Form of Notice of Award under the Recognition Plan Restricted Stock Unit Award Agreement (stock settled) providing for pro-rata treatment of awards in the event of a divestiture. +
(10.3.iii)*Form of Notice of Award under the Recognition Plan Restricted Stock Unit Award Agreement (cash settled) providing for pro-rata treatment of awards in the event of divestiture. +
(10.4)Form of Performance Share Plan award certificate (incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017). +
(10.4.i)Form of Notice of Award under the Long-Term Incentive Plan Performance Stock Unit Award Agreement (cash settled) (incorporated by reference to Exhibit 10.6.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023). +
(10.4.i(a))Form of Notice of Award under the Long-Term Incentive Plan Performance Stock Unit Award Agreement (cash settled, 100% total shareholder return performance metrics) (incorporated by reference to Exhibit 10.6.1(a) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. +
(10.4.ii)Form of Notice of Award under the Long-Term Incentive Plan Performance Stock Unit Award Agreement (stock settled) (incorporated by reference to Exhibit 10.6.2 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023). +
(10.4.ii(a))Form of Notice of Award under the Long-Term Incentive Plan Performance Stock Unit Award Agreement (stock settled, 100% total shareholder return performance metrics) (incorporated by reference to Exhibit 10.6.2(a) of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024). +
(10.5)Form of Notice of Award under the Long-Term Incentive Plan Restricted Stock Unit Award Agreement (cash settled) (incorporated by reference to Exhibit 10.6.3 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023). +
(10.5.i)Form of Notice of Award under the Long-Term Incentive Plan Restricted Stock Unit Award Agreement (stock settled) (incorporated by reference to Exhibit 10.6.4 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023). +
(10.6)Notice of Award under the Recognition Award Plan Restricted Stock Units (stock settled) between International Paper Company and W. Thomas Hamic, providing for accelerated vesting, accepted June 26, 2024 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024).+
(10.7)Employment Offer Letter dated March 14, 2024, between International Paper Company and Andrew K. Silvernail (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 19, 2024). +
(10.7.i)Addendum to Terms and Conditions of Offer of Employment Agreement dated October 30, 2024, by and between Andrew K. Silvernail and International Paper Company (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024). +
(10.7.ii)Notice of Award under the 2024 Long-Term Incentive Plan Performance Stock Unit Inducement Award (stock settled) between International Paper Company and Andrew K. Silvernail, accepted May 7, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024). +
(10.7.iii)Form of Notice of Award under the Long-Term Incentive Plan Performance Stock Units (stock settled) between International Paper Company and Andrew K. Silvernail providing for retirement eligibility at 60 years of age regardless of service (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024). +
(10.7.iv)Form of Notice of Award under the Long-Term Incentive Plan Performance Stock Units (stock settled) between International Paper Company and Andrew K. Silvernail providing for retirement eligibility at 60 years of age regardless of service and 100% total shareholder return performance metrics. * +
(10.7.v)Time Sharing Agreement dated May 14, 2024 (and effective May 1, 2024) by and between Andrew K Silvernail and International Paper Company (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024). +
(10.7.v(a))Notice of Termination of Time Sharing Agreement for Andrew K. Silvernail dated May 13, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025). +
(10.7.v(b))Time Sharing Agreement dated June 13, 2025 by and between Andrew K. Silvernail and International Paper Company reflecting use of leased aircraft (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025). +
(10.7.v(c))Change-in-Control Agreement dated May 6, 2024, by and between Andrew K. Silvernail and International Paper Company providing for retirement eligibility at 60 years of age regardless of service and cash severance payment equal to 2.99 times the sum of base salary plus target bonus (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024). +
(10.8)Employment Offer Letter dated February 26, 2025, between International Paper Company and Lance T. Loeffler (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025). +
(10.8.i)Notice of Award under the 2025 Long-Term Incentive Plan Restricted Stock Unit Inducement Award (stock settled) between International Paper Company and Lance T. Loeffler, accepted April 22, 2025 (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2025). +
(10.8.ii)Notice of Top Off Award under the 2025 Long-Term Incentive Plan Performance Stock Units (stock settled) between International Paper Company and Lance T. Loeffler, providing for the target number of PSUs to be determined using the closing stock price of the business day immediately preceding the grant date, accepted August 7, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025). +
(10.9)International Paper Company Pension Restoration Plan for Salaried Employees effective April 1, 1991 (corrected version of previously filed exhibit) (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the fiscal year ended December 31, 2023). +
(10.9.i)Amendment Number One to the International Paper Company Pension Restoration Plan for Salaried Employees effective January 1, 2013 (incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019). +
(10.9.ii)Amendment Number Two to the International Paper Company Pension Restoration Plan for Salaried Employees effective January 1, 2013 (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10K for the fiscal year ended December 31, 2019). +
(10.9.iii)Amendment Number Three to the International Paper Company Pension Restoration Plan for Salaried Employees effective January 1, 2015 (incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019). +
(10.9.iv)Amendment Number Four to the International Paper Company Pension Restoration Plan for Salaried Employees effective July 1, 2014 (incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019). +
(10.9.v)Amendment Number Five to the International Paper Company Pension Restoration Plan for Salaried Employees effective January 1, 2019 (incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019). +
(10.9.vi)Amendment Number Six to the International Paper Company Pension Restoration Plan for Salaried Employees effective January 1, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020). +
(10.9.vii)Amendment Number Seven to the International Paper Company Pension Restoration Plan for Salaried Employees effective September 1, 2021 (incorporated by reference to Exhibit 10.13.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023). +
(10.9.viii)Amendment Number Eight to the International Paper Company Pension Restoration Plan for Salaried Employees effective January 1, 2023 (incorporated by reference to Exhibit 10.13.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023).+
(10.9.xi)Amendment Number Nine to the Pension Restoration Plan for Salaried Employees executed on May 12, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated May 14, 2025). +
(10.10)International Paper Company Unfunded Supplemental Retirement Plan for Senior Managers, as amended and restated effective January 1, 2008 (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007). +
(10.10.i)Amendment No. 1 to the International Paper Company Unfunded Supplemental Retirement Plan for Senior Managers, effective October 13, 2008 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated October 17, 2008). +
(10.10.ii)Amendment No. 2 to the International Paper Company Unfunded Supplemental Retirement Plan for Senior Managers, effective October 14, 2008 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K dated October 17, 2008). +
(10.10.iii)Amendment No. 3 to the International Paper Company Unfunded Supplemental Retirement Plan for Senior Managers, effective December 8, 2008 (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008). +
(10.10.iv)Amendment No. 4 to the International Paper Company Unfunded Supplemental Retirement Plan for Senior Managers, effective January 1, 2009 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009). +
(10.10.v)Amendment No. 5 to the International Paper Company Unfunded Supplemental Retirement Plan for Senior Managers, effective October 31, 2009 (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009). +
(10.10.vi)Amendment No. 6 to the International Paper Company Unfunded Supplemental Retirement Plan for Senior Managers, effective January 1, 2012 (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011). +
(10.10.vii)Amendment No. 7 to the International Paper Company Unfunded Supplemental Retirement Plan for Senior Managers effective July 12, 2016 (incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019). +
(10.10.viii)Amendment No. 8 to the International Paper Company Unfunded Supplemental Retirement Plan for Senior Managers effective January 1, 2019 (incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019). +
(10.10.xi)Amendment No. 9 to the International Paper Company Unfunded Supplemental Retirement Plan for Senior Managers effective November 1, 2019 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019. +
(10.11)Commitment Agreement, dated September 26, 2017, between International Paper Company and The Prudential Insurance Company of America, relating to the Retirement Plan of International Paper Company (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10- Q for the quarter ended September 30, 2017). +
(10.11.i)Commitment Agreement, dated September 25, 2018, between International Paper Company and The Prudential Insurance Company of America, relating to the Retirement Plan of International Paper Company (corrected version of previously filed exhibit) (incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018). +
(10.12)Form of Non-Competition Agreement, entered into by certain Company employees (including named executive officers) who have received restricted stock units (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023). +
(10.13)Form of Non-Solicitation Agreement, entered into by certain Company employees (including named executive officers) who have received restricted stock unit awards (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023). +
(10.14)*Change-in-Control Agreement dated February 20, 2026, by and between Timothy S. Nicholls and International Paper Company. +
(10.14.i)Form of Change-in-Control Agreement - Tier I, for the Chief Executive Officer and all "grandfathered" senior vice presidents elected prior to 2012 (all but one named executive officer) - approved September 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013). +
(10.14.ii)Form of Change-in-Control Agreement - Tier II, for all future senior vice presidents and all "grandfathered" vice presidents (one named executive officer) elected prior to February 2008 - approved September 2013 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013). +
(10.14.iii)Form of Change-in-Control Agreement – Tier II, for all current and future senior vice presidents and all “grandfathered” vice presidents elected prior to February 2008 – approved October 14, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024) +
(10.15)Form of Indemnity Agreement (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003). +
(10.16)International Paper Company Executive Severance Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 11, 2025). +
(10.17)Amendment No. 20 to the Second Amended and Restated Credit and Security Agreement, dated June 8, 2023, by and among International Paper Company, as servicer, Red Bird Receivables, LLC, as borrower, the lenders and co-agents from time to time party thereto, and Mizuho Bank, Ltd., as Administrative Agent (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023).
(10.18)Third Amended and Restated Five-Year Credit Agreement, dated as of June 7, 2023, among International Paper Company, JPMorgan Chase Bank, N.A., individually and as administrative agent, Citibank, individually and as syndication agent, and certain lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 7, 2023.
(10.19)Term Loan Agreement dated January 24, 2023, between International Paper Company and CoBank, ACB, as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed January 24, 2023).+
(10.20)Securities Purchase Agreement for the divestiture of the International Paper Company’s Global Cellulose Fibers business, by and among International Paper Company, International Paper Holdings (Luxembourg) S.A.R.L, English Oak, LLC, Absorbent Fiber Bidco, Inc., Absorbent Fiber Acquisitions Canada Ltd. And Absorbent Fiber Topco, Inc. dated August 20, 2025 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 6, 2025).
(10.21)Deed of Guarantee dated March 10, 2025, between International Paper Company in respect of the 2026 Notes (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 11, 2025).
(10.21.i)Deed of Guarantee dated March 10, 2025, between International Paper Company in respect of the 2027 Notes (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated March 11, 2025).
(10.21.ii)Deed of Guarantee dated March 10, 2025, between International Paper Company in respect of the 2029 Notes (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated March 11, 2025).
(10.21.iii)Deed of Guarantee dated March 10, 2025, between International Paper Company in respect of the 2030 Notes (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated March 11, 2025).
(10.22)Time Sharing Agreement dated October 17, 2014 (and effective November 1, 2014), by and between Mark S. Sutton and International Paper Company (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated October 14, 2014). +
(10.23)Notice of Award under the Recognition Award Plan Restricted Stock Units (stock settled) between International Paper Company and Clayton R. Ellis, providing for accelerated vesting, accepted February 26, 2024. +
(10.24)Notice of Award under the Recognition Award Plan Restricted Stock Units (stock settled) between International Paper Company and James P. Royalty, Jr., providing for accelerated vesting, accepted January 10, 2024. +
19Insider trading policies and procedures
(19)International Paper Company Insider Trading Policy amended and restated as of January 31, 2025.
21Subsidiaries of the registrant
(21)*Subsidiaries and Joint Ventures.
23Consents of experts and counsel
(23.i)Consent of Independent Registered Public Accounting Firm. *
24Power of attorney
(24)Power of Attorney (contained on the signature page to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014). *
31Rule 13a-14(a)/15d-14(a) Certifications
(31.1)Certification by Andrew K. Silvernail, Chairman and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
(31.2)Certification by Lance T. Loeffler, Senior Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
32Section 1350 Certifications
(32)Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
97Policy relating to recovery of erroneously awarded compensation
(97)International Paper Company Clawback Policy.
99Additional Exhibits
(101.INS)XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document. *
(101.SCH)XBRL Taxonomy Extension Schema *
(101.CAL)XBRL Taxonomy Extension Calculation Linkbase *
(101.DEF)XBRL Taxonomy Extension Definition Linkbase *
(101.LAB)XBRL Taxonomy Extension Label Linkbase *
(101.PRE)XBRL Extension Presentation Linkbase *
(104)Cover Page Interactive Data File (formatted as Inline XBRL, and contained in Exhibit 101. *

+ Management contract or compensatory plan or arrangement.

** Filed herewith*

*** Furnished herewith*

† Confidential treatment has been granted for certain information pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.

Item 16. Form 10-K Summary

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly

caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

INTERNATIONAL PAPER COMPANY

By:/S/ JOSEPH R. SAABFebruary 27, 2026
Joseph R. Saab
Senior Vice President, General Counsel and Corporate Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and

appoints Lance T. Loeffler, Joseph R. Saab and Amanda M. Jenkins as his or her true and lawful attorney-in-fact

and agent, acting alone, with full power of substitution and resubstitution for him or her and in his or her name, place

and stead, in any and all capacities, to sign any or all amendments to this annual report on Form 10-K, and to file

the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and

Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and

every act and thing requisite or necessary to be done, hereby ratifying and confirming all that said attorney-in-fact

and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed

below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

SignatureTitleDate
/S/ ANDREW K. SILVERNAILChairman of the Board & Chief Executive Officer and DirectorFebruary 27, 2026
Andrew K. Silvernail
/S/ JAMIE A. BEGGSDirectorFebruary 27, 2026
Jamie A. Beggs
/S/ CHRISTOPHER M. CONNORDirectorFebruary 27, 2026
Christopher M. Connor
/S/ AHMET C. DORDUNCUDirectorFebruary 27, 2026
Ahmet C. Dorduncu
/S/ ANDERS GUSTAFSSONDirectorFebruary 27, 2026
Anders Gustafsson
/S/ JACQUELINE C. HINMANDirectorFebruary 27, 2026
Jacqueline C. Hinman
/s/ CLINTON A. LEWIS, JR.DirectorFebruary 27, 2026
Clinton A. Lewis, Jr.
/S/ DAVID A. ROBBIEDirectorFebruary 27, 2026
David A. Robbie
/s/ KATHRYN D. SULLIVANDirectorFebruary 27, 2026
Kathryn D. Sullivan
/s/ SCOTT A. TOZIERDirectorFebruary 27, 2026
Scott A. Tozier
/s/ ANTON V. VINCENTDirectorFebruary 27, 2026
Anton V. Vincent
/S/ LANCE T. LOEFFLERSenior Vice President and Chief Financial OfficerFebruary 27, 2026
Lance T. Loeffler
/S/ HOLLY G. GOUGHNOURVice President and Chief Accounting OfficerFebruary 27, 2026
Holly G. Goughnour

A-1

APPENDIX I

2025 LISTING OF FACILITIES

(all facilities are owned except noted otherwise)

PACKAGING SOLUTIONS NORTH AMERICAOntario, CaliforniaFridley, Minnesota
Salinas, CaliforniaMinneapolis, Minnesota, leased
ContainerboardSanger, CaliforniaShakopee, Minnesota
U.S.:Santa Fe Springs, California (2 locations)White Bear Lake, Minnesota
Pine Hill, AlabamaTracy, CaliforniaHouston, Mississippi
Prattville, AlabamaGolden, ColoradoJackson, Mississippi
Selma, Alabama (Riverdale Mill)Wheat Ridge, ColoradoMagnolia, Mississippi, leased
Cantonment, Florida (Pensacola Mill)Putnam, ConnecticutOlive Branch, Mississippi
Riceboro, Georgia (1)Orlando, FloridaFenton, Missouri
Rome, GeorgiaPlant City, FloridaKansas City, Missouri
Savannah, Georgia (1)Tampa, Florida, leasedMaryland Heights, Missouri
Cayuga, IndianaColumbus, GeorgiaNorth Kansas City, Missouri, leased
Cedar Rapids, IowaForest Park, GeorgiaSt. Joseph, Missouri
Henderson, KentuckyGriffin, GeorgiaSt. Louis, Missouri (2)
Maysville, KentuckyLithonia, GeorgiaOmaha, Nebraska
Bogalusa, LouisianaSavannah, Georgia (1)McCarran, Nevada
Campti, Louisiana (1)Tucker, GeorgiaBarrington, New Jersey
Mansfield, LouisianaAurora, Illinois (3 locations), 1 leasedBellmawr, New Jersey
Vicksburg, MississippiBedford Park, IllinoisMilltown, New Jersey, leased
Valliant, OklahomaBelleville, IllinoisSpotswood, New Jersey
Springfield, OregonCarol Stream, IllinoisThorofare, New Jersey
Reading, PennsylvaniaDes Plaines, IllinoisVineland, New Jersey
Lincoln, IllinoisBinghamton, New York
International:Montgomery, IllinoisBuffalo, New York
Veracruz, Mexico (2)Northlake, IllinoisRochester, New York
Butler, IndianaScotia, New York
Corrugated PackagingCrawfordsville, IndianaUtica, New York
U.S.:Fort Wayne, IndianaAsheboro, North Carolina
Bay Minette, AlabamaIndianapolis, Indiana (3 locations)Charlotte, North Carolina (2 locations), 1 leased
Decatur, AlabamaLebanon, IndianaGreensboro, North Carolina
Dothan, Alabama leasedSaint Anthony, IndianaHolly Springs, North Carolina
Huntsville, AlabamaTipton, IndianaLumberton, North Carolina
Conway, ArkansasCedar Rapids, IowaManson, North Carolina
Fort Smith, Arkansas (2 locations)Waterloo, IowaNewton, North Carolina
Russellville, Arkansas (2 locations)Garden City, KansasByesville, Ohio
Tolleson, ArizonaBowling Green, KentuckyDelaware, Ohio
Yuma, ArizonaLexington, KentuckyEaton, Ohio
Anaheim, CaliforniaLouisville, Kentucky (1)Madison, Ohio
Buena Park, California, leased (2)Walton, KentuckyMarion, Ohio (1)
Camarillo, CaliforniaBogalusa, LouisianaMarysville, Ohio leased
Carson, CaliforniaLafayette, LouisianaMiddletown, Ohio
Cerritos, California, leasedShreveport, LouisianaMt. Vernon, Ohio
Compton, California (1)Springhill, LouisianaNewark, Ohio
Elk Grove, CaliforniaAuburn, MaineStreetsboro, Ohio
Exeter, CaliforniaCambridge, MarylandWooster, Ohio
Gilroy, California (2 locations)Three Rivers, MichiganOklahoma City, Oklahoma
Los Angeles, California (1)Arden Hills, MinnesotaBeaverton, Oregon
Modesto, CaliforniaAustin, MinnesotaHillsboro, Oregon

A-2

Portland, OregonRecyclingCorrugated Packaging
Salem, Oregon, leasedU.S.:Kalsdorf, Austria
Atglen, PennsylvaniaPhoenix, Arizona (2)Margarethen, Austria
Biglerville, Pennsylvania (2 locations)Fremont, CaliforniaBuggenhout, Belgium
Eighty-four, PennsylvaniaNorwalk, CaliforniaGent, Belgium
Hazleton, Pennsylvania (1)West Sacramento, CaliforniaHarelbeke, Belgium, leased
Kennett Square, PennsylvaniaItasca, IllinoisVogosca, Bosnia, leased
Lancaster, PennsylvaniaDes Moines, IowaPazardzhik, Bulgaria
Mount Carmel, PennsylvaniaWichita, Kansas (2)Belisce, Croatia
New Castle, PennsylvaniaRoseville, MinnesotaKoprivnica, Croatia
Reading, PennsylvaniaOmaha, NebraskaBoletice, Czech Republic
Columbia, South CarolinaCharlotte, North CarolinaJihlava, Czech Republic, leased
Georgetown, South CarolinaBeaverton, OregonJilove, Czech Republic
Laurens, South CarolinaSpringfield, Oregon, leasedGrenaa, Denmark
Lexington, South CarolinaReading, PennsylvaniaTaulov, Denmark
Ashland City, Tennessee, leasedCarrollton, TexasVejle, Denmark
Elizabethton, Tennessee, leasedSalt Lake City, UtahTallinn, Estonia
Greeneville, TennesseeRichmond, VirginiaTampere, Finland, leased
Morristown, TennesseeKent, WashingtonAtlantique, France
Murfreesboro, TennesseeBretagne, France
Amarillo, TexasInternational:Cabourg, France (2)
Carrollton, Texas (2 locations)Monterrey, Mexico, leased (2)Chalon, France
Edinburg, Texas (1)Xalapa, Veracruz, Mexico, leased (2)Contoire Hamel, France
El Paso, TexasDurtal, France
Ft. Worth, Texas, leasedEspaly, France
Grand Prairie, TexasBagsFegersheim, France
Hidalgo, TexasU.S.:Gasny, France
McAllen, TexasBuena Park, California (2)Kaypac, France
San Antonio, TexasBeaverton, Oregon (2)Kunheim, France
Sealy, TexasGrand Prairie, Texas (2)Mehun, France
Waxahachie, TexasMeyzieux, France
Lynchburg, VirginiaMortagne, France (2)
Petersburg, VirginiaPACKAGING SOLUTIONS EMEANeuville, France
Richmond, VirginiaRives, France
Roanoke, VirginiaContainerboardRochechouart, France
Winchester, VirginiaBelisce, Croatia (1)Rouen, France
Moses Lake, WashingtonRouen, FranceSaint Amand, France (2)
Olympia, WashingtonKaysersberg, FranceSaint Just, France
Yakima, WashingtonCoullons, France (1)Savoie, France
Fond du Lac, WisconsinContoire Hamel, FranceSud Est, France
Manitowoc, WisconsinAschaffenburg, GermanySud Ouest, France
Witzenhausen, GermanyToury, France
International:Lucca, ItalyToutembal, France
Rancagua, ChileKenitra, MoroccoVelin, France
Apodaco (Monterrey), Mexico, leasedViana, PolandVervins, France
Juarez, Mexico (2 locations), leasedZarnesti, RomaniaArenshausen, Germany
Los Mochis, MexicoMadrid, SpainArnstadt, Germany
Puebla, Mexico, leasedAlcolea, SpainDonauwoerth, Germany, leased
Reynosa, MexicoDueñas, SpainEndingen, Germany, leased
San Jose Iturbide, MexicoKemsley, United KingdomErlensee, Germany
Santa Catarina, MexicoFulda, Germany
Silao, MexicoHamburg, Germany, leased
Toluca, MexicoHövelhof, Germany
Zapopan, MexicoLahnau, Germany

A-3

Mannheim, GermanyTimisoara, RomaniaRecycling
Minden, GermanyKrusevac, SerbiaKoprivnica, Croatia, leased
Nördlingen, GermanyValjevo, SerbiaKutina, Croatia, leased
Paderborn, Germany, leasedMartin, SlovakiaNovi Dori, Croatia, leased
Polkenberg, GermanyBrestanica, SloveniaOsijek, Croatia, leased
Traunreut, Germany, leasedLogatec, SloveniaRijeka, Croatia, leased
Wolfsgruen, GermanyRakek, SloveniaS. Brod, Croatia, leased
Ierapetra, GreeceAlcolea, SpainSplit, Croatia, leased
Korinthos, GreeceAndopack, SpainZadar, Croatia, leased
Thessaloniki, GreeceBarcelona, SpainAncona/Marina, Italy, leased
Fuzesabony, HungaryBilbao, Spain (2)Casarile, Italy, leased
Gyor, HungaryCartogal, SpainTurin, Italy, leased
Nagykata, HungaryCartón Lucena, SpainFigueria, Portugal, leased
Agugliano, ItalyDicesa, SpainPorto, Portugal, leased
Arcore, ItalyDueñas, SpainCluj, Romania leased
Bellusco, ItalyGalicia, SpainStefanesti, Romania, leased
Brescello, ItalyGandia, SpainTimisoara, Romania
Busto, ItalyGrinon, SpainBelgrade, Serbia, leased
Casarile, ItalyLas Palmas, SpainCentral Spain, Spain
Castelfranco Emilia, ItalyMadrid, Spain (2 locations)Madrid, Spain, leased
Catania, ItalyMontblanc, SpainKemsley, United Kingdom
Cornuda, ItalyPamplona, Spain
Ferrara, Italy, leasedPenedes, Spain
Lari, ItalyTavernes de la Valldigna, SpainGLOBAL CELLULOSE FIBERS
Marlia, ItalyTenerife, Spain
Pessione, ItalyTorrelavit, SpainPulp
Pomezia, ItalyValls, SpainU.S.:
Porcari, ItalyMariestad, SwedenFlint River, Georgia
Quargnento, ItalyVärnamo, SwedenPort Wentworth, Georgia
Rosa, ItalyOftringen, SwitzerlandColumbus, Mississippi (2 locations)
San Felice, ItalyBelper, United KingdomNew Bern, North Carolina
Vigasio, ItalyBlunham, United KingdomRiegelwood, North Carolina
Vilnius, Lithuania, leasedBurscough, United Kingdom, leasedFranklin, Virginia
Agadir, MoroccoClaycross, United Kingdom (1)
Casablanca, MoroccoCrumlin, United Kingdom
Tangier, MoroccoDevizes, United KingdomInternational:
Almelo, NetherlandsEly, United KingdomGrande Prairie, Alberta, Canada
Barneveld, NetherlandsFeatherstone, United KingdomGdansk, Poland
Eerbeek, NetherlandsFordham, United Kingdom
Loven, NetherlandsHinckley, United KingdomDISTRIBUTION
Tilburg, NetherlandsKettering, United Kingdom
Skopje, North MacedoniaLaunceston, United KingdomInternational:
Belchatow, PolandLivingston, United KingdomGuangzhou, China, leased
Kielce, Poland (2 locations)Lockerbie, United KingdomHong Kong, China, leased (1)
Kutno, PolandLouth, United KingdomShanghai, China, leased
Olawa, PolandNewcastle, United Kingdom (1)Japan, leased
Albarraque, PortugalPlymouth, United Kingdom (1)Korea, leased (1)
Carregal do Sal, PortugalRedditch, United Kingdom, leasedSingapore, leased
Gopaca - Porto, PortugalSheerness, United Kingdom (1)
Guilhabreu, PortugalWellingborough, United Kingdom (1)(1) Closed in 2025
Leiria, Portugal(2) Sold in 2025
Ovar, Portugal (2)
Ghimbav, Romania

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