Item 1A. [RISK FACTORS](#i23e23e74ffae4467b99480730e23722f115)

There have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K (Part I, Item 1A) for the period ended December 31, 2024 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (Part II, Item 1A), other than as described below.

RISKS RELATED TO LEGAL PROCEEDINGS AND COMPLIANCE COSTS

Results of legal proceedings could have a material effect on our consolidated financial results.

We are a party to various legal, regulatory and governmental proceedings and other related matters, including with respect to antitrust and environmental matters. In addition, we are and may become subject to other loss contingencies, both known and unknown, which may relate to past, present and future facts, events, circumstances and occurrences. Should an unfavorable outcome occur in connection with the legal, regulatory or governmental proceedings or our other loss contingencies or we become subject to any such loss contingencies in the future, there could be a material adverse impact on our financial results. See Note 13 - Commitments and Contingent Liabilities to the Condensed Notes to the Consolidated Financial Statements for further information.

For example, we (through both International Paper and our DS Smith subsidiaries operating in Italy) are among a number of companies operating in the paper packaging industry subject to a decision by the Italian Competition Authority concerning anti-competitive behavior in Italy. We are further subject to a number of actual and threatened claims for compensation arising out of or relating to the decision by the Italian Competition Authority. In addition, International Paper has been named as a defendant in a purported class action complaint that alleges civil violation of Sections 1 and 3 of the Sherman Act. The complaint alleges that the defendants, beginning in November 1, 2020 through the time of filing, conspired to fix, raise, maintain, and/or stabilize prices of containerboard products and finished packaging products and seeks to recover treble damages, injunctive relief, attorneys’ fees and actual damages.

Given the early stage of the claim and our intention to defend robustly against such claim, it is too early to predict or reasonably estimate the overall outcome or ultimate potential liability (if any) that might be incurred in connection therewith, and there can be no guarantee that the aggregate of possible damages could not have a material impact on our financial condition.

There are risks associated with our review of strategic options for our Global Cellulose Fibers business, and there is no assurance that this review will result in any transaction or other outcome.

We are pursuing strategic options for our Global Cellulose Fibers business following our strategic review of the business. There can be no assurance that this process will result in any kind of transaction or other outcome, or, if any transaction or other outcome occurs, the timing or terms thereof. Moreover, our ability to affect any transaction or other outcome may be dependent on a number of factors that may be beyond our control, such as market conditions, industry trends, regulatory approvals, and the availability of financing on favorable terms. In addition, even if this review ultimately results in a transaction or other outcome, there can be no assurance that such transaction or other outcome will have a positive effect on shareholder value. Further, any transaction related to our Global Cellulose Fibers business, changes in the macroeconomic environment or the impact of tariffs could result in asset impairment charges.

There can also be no assurance that this process will not cause the diversion of management’s attention, interfere with our ability to retain or attract key personnel, disrupt our business, adversely impact important business relationships, adversely impact our financial results, or expose us to litigation.

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In addition, we may incur significant costs and expenses in connection with this process. It is also possible that speculation and perceived uncertainties regarding any developments related to this review could cause the market price of our common stock to fluctuate significantly or to decline.

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

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.

(a) 18,748 shares were acquired from employees or members of our Board as a result of share withholdings to pay income taxes under the Company's 2024 Long-Term Incentive Compensation Plan (the "2024 LTICP"), approved and effective as of May 13, 2024. The 2024 LTICP replaced the Amended and Restated 2009 Incentive Compensation Plan. 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 to repurchase shares up to a total of $3.35 billion shares. As of June 30, 2025, approximately $2.96 billion aggregate shares of our common stock remained authorized for repurchase under this Board authorization.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

(a) The Company amends and restates its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on February 28, 2025.

Chief Financial Officer Promoted to New Role

On February 25, 2025, the Board of Directors (the “Board”), upon recommendation from the Management Development and Compensation Committee (the “Committee”) of International Paper Company (the “Company”), appointed Timothy S. Nicholls, 63, as executive vice president and president – DS Smith, an International Paper company, leading our business in Europe, Middle East and Africa (“EMEA”), effective April 1, 2025. This is a newly created role at the Company. In his new role, Mr. Nicholls will play a pivotal role in leading integration efforts and drive growth in the attractive EMEA region. Mr. Nicholls will oversee all operations within the EMEA region, ensure seamless integration into the Company’s existing infrastructure, and leverage synergies to enhance operational efficiency and drive strategic initiatives.

Mr. Nicholls brings a wealth of experience and knowledge having served as senior vice president and chief financial officer twice, from 2007 to 2011 and since 2018. Mr. Nicholls previously served as senior vice president - Industrial Packaging of the Americas (2017-2018), senior vice president - Industrial Packaging (2014-2016), senior vice president - Printing and Communications Papers of the Americas (2011-2014), vice president and executive project leader of IP Europe (2007), and vice president and chief financial officer - IP Europe (2005-2006). Mr. Nicholls joined International Paper in 1999 following our acquisition of Union Camp Corporation, where he had worked since 1991. He will continue reporting directly to Andrew K. Silvernail, chief executive officer and chairman of the Board.

The Company has not entered into any agreements with Mr. Nicholls or made any changes to the compensation payable to Mr. Nicholls in connection with his appointment to this new position. As previously disclosed in a Current Report on Form 8-K filed on December 13, 2024, the Committee approved an ordinary course salary increase for Mr. Nicholls in accordance with its customary incentive review practices on December 9, 2024. Additional details on Mr. Nicholls’s compensation are set forth in

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the Compensation Discussion & Analysis section of the Company’s 2024 proxy statement filed with the U.S. Securities and Exchange Commission on April 2, 2024.

There are no arrangements or understandings between Mr. Nicholls and any other persons pursuant to which he was selected as executive vice president and president – DS Smith. There are also no family relationships between Mr. Nicholls and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

New Chief Financial Officer Appointed

Also upon recommendation from the Committee, the Board on February 25, 2025, appointed Lance T. Loeffler, 48, as senior vice president and chief financial officer of the Company, effective April 1, 2025. Mr. Loeffler succeeds Mr. Nicholls in this role. He will report directly to Mr. Silvernail.

Mr. Loeffler joins the Company from Halliburton (NYSE: HAL), provider of services and products to the energy industry, where he most recently served as senior vice president, Middle East and North Africa (2022-2024). Prior to this role, Mr. Loeffler held other positions at Halliburton including executive vice president and chief financial officer (2018-2022), vice president, investor relations (2016-2018) and vice president, corporate development (2014-2016). Prior to his employment with Halliburton, Mr. Loeffler was a director at Deutsche Bank Securities (2010-2014).

The Company entered an employment offer letter dated February 26, 2025 (the “Offer Letter”), with Mr. Loeffler. The Offer Letter has no specified term and Mr. Loeffler’s employment with the Company will be on an at-will basis. The material terms of the Offer Letter are summarized below. The summary does not purport to be complete and is qualified in its entirety by reference to the Offer Letter, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.

Base Salary and Bonus. Mr. Loeffler will receive an annual base salary of $850,000 and will be eligible for an annual bonus under the Company’s Annual Incentive Plan (“AIP”) with a target amount of 100% of his annual base salary. For 2025, Mr. Loeffler will receive a pro-rata portion of his bonus under the AIP, subject to achievement of the applicable performance metrics on the same terms and conditions as the Company’s Executive Leadership Team.

One-Time Inducement Equity Grant. Mr. Loeffler will receive a one-time, special “inducement grant” of restricted stock units (“RSUs”) with a grant date fair market value of $1,700,000 (“2025 Inducement RSU Award”). The target number of RSUs will be determined by dividing $1,700,000 by the Company’s closing stock price on the business day immediately preceding the grant date. The RSUs will vest ratably over three years commencing on the first anniversary of the grant date, subject to continued service on each applicable vesting date and will vest in full upon an involuntary termination of Mr. Loeffler’s employment by the Company without cause or by Mr. Loeffler for good reason (each, a “Qualifying Termination”) or due to Mr. Loeffler’s death or disability.

Long-Term Incentive Plan. Mr. Loeffler will receive a Long-Term Incentive Plan grant of performance stock units (“PSUs”) for 2025 with a grant date fair value of $3,500,000. The target number of PSUs will be determined by utilizing the closing stock price of the business day immediately preceding the grant date. The PSUs will be eligible to vest on the third anniversary of the grant date, subject to achievement of the applicable performance metrics and Mr. Loeffler’s continued service on such date.

Severance Terms. In the event Mr. Loeffler experiences a Qualifying Termination, he will be entitled to the payments and benefits set forth in the Company’s Executive Severance Plan for Tier II Participants, including (i) a lump sum cash severance payment equal to one and a half times the sum of his base salary and target bonus under the AIP, (ii) a pro-rata annual bonus based on actual performance in the year of termination, (iii) health and welfare benefit continuation for a period of 18 months and (iv) outplacement services for a period of 12 months. In addition, in the event Mr. Loeffler’s employment is terminated by the Company due to a Qualifying Termination or due to divestiture, death, disability, or retirement after reaching age 65, Mr. Loeffler’s (i) outstanding and unvested PSUs will vest pro-rata based on the number of months Mr. Loeffler was in active service during the applicable performance period and subject to the achievement of the applicable performance metrics and (ii) outstanding and unvested RSUs will vest in full.

In the event that Mr. Loeffler experiences a Qualifying Termination, dies, becomes disabled or retires within two years of a change in control of the Company, Mr. Loeffler’s cash severance will be two times the sum of his base salary and target AIP and he will receive two years of Company-subsidized health and welfare benefits continuation and outplacement services.

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Other Benefits. Mr. Loeffler will be eligible to participate in the benefit programs available to executive officers of the Company, including, without limitation, participation in the Company’s 401(k) plan and nonqualified deferred compensation savings plan. Mr. Loeffler will also be provided with the Company’s standard relocation benefits.

There are no arrangements or understandings between Mr. Loeffler and any other persons pursuant to which he was selected as chief financial officer. There are also no family relationships between Mr. Loeffler and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Except as set forth above, the Company has not entered into any agreements with Mr. Loeffler in connection with his appointment.

For further details, Mr. Loeffler’s Employment Offer Letter dated February 26, 2025 is filed as Exhibit 10.3 in Part II, Item 6 (Exhibits) of this Form 10-Q.

(b) Not applicable.

(c) During the quarter ended June 30, 2025, 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 of Regulation S-K.

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ITEM 6. EXHIBITS

** Filed herewith*

*** Furnished herewith*

+ Management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.