A Dark Vector Cognition product

Item 1A. [RISK FACTORS](#id7347cf112a94db9986c9e179ce44a9f112)

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Item 1A. [RISK FACTORS](#id7347cf112a94db9986c9e179ce44a9f112)

There have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (Part I, Item 1A).

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.

PeriodTotal Number of Shares Purchased (a)Average Price Paid per ShareTotal Number of Shares Purchased as Part of a Publicly Announced Plan or ProgramMaximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (in billions)
July 1, 2023 - July 31, 20232,604$32.61—$2.96
August 1, 2023 - August 31, 20234,17735.69—2.96
September 1, 2023 - September 30, 2023———2.96
Total6,781

(a) 6,781 shares were acquired from employees or members of our Board as a result of share withholdings to pay income taxes under the Company's restricted stock program. During these periods, no shares were purchased under our share repurchase program, which does not have an expiration date. On October 11, 2022, our Board increased the authorization up to a total of $3.35 billion shares. As of September 30, 2023, approximately $2.96 billion aggregate shares of our common stock remained authorized for repurchase under a previous Board authorization.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable. Without limiting the generality of the foregoing, during the quarter ended September 30, 2023, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements, as defined in Item 408(a) of Regulation S-K.

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ITEM 6. EXHIBITS

31.1*Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32**Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INSXBRL 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.SCHXBRL Taxonomy Extension Schema.
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104Cover Page Interactive Data File (formatted as Inline XBRL, and contained in Exhibit 101).

** Filed herewith*

*** Furnished herewith*

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SIGNATURES

Pursuant to the requirements 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 (Registrant)
October 27, 2023By/s/ Timothy S. Nicholls
Timothy S. Nicholls
Senior Vice President and Chief Financial Officer
October 27, 2023By/s/ Holly G. Goughnour
Holly G. Goughnour
Vice President – Finance and Corporate Controller

Previous: Item 4. [CONTROLS AND PROCEDURES](#id7347cf112a94db9986c9e179ce44a9f103)