Item 1A. [RISK FACTORS](#i19fcab1434434e88a596a12277eda25f118)

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 Reports on Form 10-Q for the quarters ended March 31, 2025, and June 30, 2025 (Part II, Item 1A), other than as described below.

The divestiture of our Global Cellulose Fibers business may be delayed or fail to occur for a variety of reasons, including the failure by the parties to satisfy or waive various closing conditions such as governmental and regulatory approvals. There can be no assurance as to whether or when the transaction may be completed. Failure to consummate the transaction could adversely affect our business, results of operations, financial condition, and the market price of our shares.

On August 21, 2025, the Company announced it had entered into a Securities Purchase Agreement (the “Sale Agreement”) with American Industrial Partners (“AIP”), pursuant to which, among other things, the Company will sell to AIP all of the issued and outstanding equity interests of its Global Cellulose Fibers business. Pursuant to the Sale Agreement, AIP will acquire the Company’s Global Cellulose Fibers business for a purchase price of $1.5 billion, which is subject to certain closing adjustments, and includes the issuance by AIP to the Company of preferred stock of AIP with an aggregate initial liquidation preference of $190 million. We may not realize all or a portion of the value of the preferred stock in the near term or at all.

Our ability to consummate the transaction is dependent on a number of factors that are beyond our control, such as receipt of required governmental and regulatory approvals and satisfaction of other closing conditions. As a result, there can be no assurance that the closing of the transaction will not be delayed or fail to occur. In addition, there can be no assurance that the transaction will have a positive effect on shareholder value. For example, the divestiture of our Global Cellulose Fibers business has resulted in an asset impairment charge of approximately $1.0 billion.

The divestiture of our Global Cellulose Fibers business could 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.

In addition, we have and will continue to incur significant costs and expenses in connection with the transaction. Speculation and perceived uncertainties regarding any developments related to the transaction could cause the market price of our common stock to fluctuate significantly or to decline. Failure to complete the transaction within the expected timeframe or at all could adversely affect our business, results of operations, financial condition, and the market price of our common stock.

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

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.

(a) 24,672 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. 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 September 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) Not applicable

(b) Not applicable.

(c) During the quarter ended September 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.