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On 12 February 2026, International Paper Company corrected an earlier announcement, adjusting PDMR Joseph R. Saab's 2026 Long-Term Incentive Plan Award to 52,410 Performance Stock Units (PSUs) granted on 1 January 2026, which included an additional 10,482 PSUs. On 1 January 2026, other PDMRs, including Melissa S. Flores, W. Thomas Hamic, Lance T. Loeffler, Timothy S. Nicholls, and Andrew K. Silvernail, also received PSU grants ranging from 29,349 to 267,289 units. Additionally, Melissa S. Flores received 24,845 Restricted Stock Units (RSUs) on 1 January 2026, and 16,163 shares from a 2024 RSU award for Clayton R. Ellis vested on 1 January 2026 at $39.39 per share, with 5,526 shares withheld for taxes.
| Date | 12 Feb 2026 |
| Time | 16:24:35 |
| Category | Director/PDMR dealings |
| ID | 8325S |
12 February 2026
CORRECTION OF DIRECTOR/PDMR NOTIFICATION
The following amendment has been made to the announcement titled "2026 Award of PSUs and Vesting of 2024 Recognition RSU Award" released on 6 January 2026 at 15:06 under RNS No: 8720N
This announcement updates the notification made on 6 January 2026 with respect to the number of Shares awarded to Joseph R. Saab under the 2026 Long-Term Incentive Plan (the "2026 LTIP Award"). Mr. Saab's 2026 LTIP Award has been adjusted to reflect an additional 10,482 Performance Stock Units to recognize contributions made in 2025, during which he served as the interim Senior Vice President and Chief Human Resources Officer in addition to Senior Vice President, General Counsel and Corporate Secretary. All other details in the announcement made on 6 January 2026 remain the same. The notification for Joseph R. Saab with the correct figures is therefore restated below.
International Paper Company (the "Company") - Transaction Notification
2026 Award of PSUs and Vesting of 2024 Recognition RSU Award
PDMR Dealings
NOTIFICATION OF TRANSACTIONS BY PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES ("PDMRs") IN SHARES OF COMMON STOCK OF PAR VALUE $1.00 EACH IN THE COMPANY ("Shares")
Acquisitions of Performance Stock Units through the Company's 2024 Long-Term Incentive Compensation Plan and Vesting of Restricted Stock Units through the Company's 2009 Amended and Restated Incentive Compensation Plan.
International Paper Company (NYSE: IP; LSE: IPC), a global leader in sustainable packaging solutions, announces the following transactions in Performance Stock Units ("PSUs") and Restricted Stock Units ("RSUs") undertaken by PDMRs of International Paper Company (the "Company").
2026 Long-Term Incentive Plan PSU Grant
PSUs have been granted to our PDMRs effective 1 January 2026, under the Company's 2026 Long-Term Incentive Plan. The PSUs entitle our PDMRs to receive Shares upon vesting following certification of achievement of pre-established performance objectives by the Management Development and Compensation Committee of the Board of Directors. The PSUs fully vest after three years, subject to continued employment and certification of performance objectives. Upon vesting, the underlying number of Shares received may range from zero to 200 percent of the number of PSUs vested, based on the Company's performance on the same terms and conditions as the Executive Leadership Team. The sole performance metric for these PSUs is 100% Total Shareholder Return.
The target number of PSUs is calculated using the Company's standard methodology, which divides the target value by the Company's average closing stock price over the 20 business days immediately preceding the grant date and adjusted by a Monte Carlo factor to value the award more accurately since it is earned based on a market condition.
2026 Inducement RSU Award
RSUs have been granted to Melissa S. Flores, who became Senior Vice President, Chief Human Resources Officer, effective 5 January 2026, as a one-time 2026 Inducement RSU Award. The one-time 2026 Inducement RSU Award will be earned ratably over three years commencing on the first anniversary of the grant, subject to continued employment with the Company.
Vesting of 2024 Recognition RSU Award
The Company also announces the vesting of a 2024 Recognition Award of RSUs in respect of 16,163 shares of common stock of $39.39 each on 1 January 2026. These shares were issued as part of a Recognition Award previously granted to Clayton R. Ellis, Senior Vice President, Global Cellulose Fibers, on 1 January 2024. The RSUs are time-based with accelerated vesting in the case of termination for reasons other than for cause. The amount ultimately earned includes the reinvestment of dividends earned on shares actually paid upon vesting and is dependent on the Company's stock price on the vest date. The RSUs vested fully on the two year anniversary of the grant date.
Following this vesting, the Company withheld shares to satisfy tax obligations for Mr. Ellis.
The attached notifications, which have been made in accordance with the requirements of the EU Market Abuse Regulation, provide further details.
This announcement contains inside information.
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1. |
Details of person discharging managerial responsibility ("PDMR") / person closely associated with them ("PCA") |
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a) |
Name |
Clayton R. Ellis |
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2. |
Reason for the notification |
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a) |
Position / status |
Senior Vice President, Global Cellulose Fibers |
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b) |
Initial notification / amendment |
Initial Notification |
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3. |
Details of the issuer
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a) |
Name |
International Paper Company |
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b) |
LEI |
824LMFJDH41EY779Q875 |
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4. |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
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a) |
Description and identifier of the financial instrument |
International paper shares of common stock of par value $1.00 each ("Shares") ISIN: US4601461035 |
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b) |
Nature of the transaction |
1. Grant of PSUs contingent upon employment with the Company as of February 15, 2026. Each PSU represents a contingent right to receive one Share. 2. Shares acquired on vesting of 2024 Recognition Award RSUs. 3. Shares withheld for taxes upon vesting of 2024 Recognition Award RSUs.
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c) |
Price(s) and |
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d) |
Aggregated information Aggregated volume Price |
N/A |
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e) |
Date of the transaction |
1 January 2026 |
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f) |
Place of the transaction |
1. Outside a trading venue 2. New York Stock Exchange 3. New York Stock Exchange |
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1. |
Details of person discharging managerial responsibility ("PDMR") / person closely associated with them ("PCA") |
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a) |
Name |
Melissa S. Flores |
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2. |
Reason for the notification |
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a) |
Position / status |
Senior Vice President, Chief Human Resources Officer |
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b) |
Initial notification / amendment |
Initial Notification |
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3. |
Details of the issuer
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a) |
Name |
International Paper Company |
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b) |
LEI |
824LMFJDH41EY779Q875 |
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4. |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
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a) |
Description and identifier of the financial instrument |
International paper shares of common stock of par value $1.00 each ("Shares") ISIN: US4601461035 |
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b) |
Nature of the transaction |
1. Grant of PSUs. Each PSU represents a contingent right to receive one Share. 2. Grant of RSUs. Each RSU represents a contingent right to receive one Share.
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c) |
Price(s) and |
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d) |
Aggregated information Aggregated volume Price |
N/A |
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e) |
Date of the transaction |
1 January 2026 |
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f) |
Place of the transaction |
Outside a trading venue |
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1. |
Details of person discharging managerial responsibility ("PDMR") / person closely associated with them ("PCA") |
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a) |
Name |
W. Thomas Hamic |
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2. |
Reason for the notification |
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a) |
Position / status |
Executive Vice President and President, Packaging Solutions North America |
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b) |
Initial notification / amendment |
Initial Notification |
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3. |
Details of the issuer
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a) |
Name |
International Paper Company |
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b) |
LEI |
824LMFJDH41EY779Q875 |
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4. |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
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a) |
Description and identifier of the financial instrument |
International paper shares of common stock of par value $1.00 each ("Shares") ISIN: US4601461035 |
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b) |
Nature of the transaction |
Grant of PSUs. Each PSU represents a contingent right to receive one Share.
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c) |
Price(s) and |
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d) |
Aggregated information Aggregated volume Price |
N/A |
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e) |
Date of the transaction |
1 January 2026 |
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f) |
Place of the transaction |
Outside a trading venue |
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1. |
Details of person discharging managerial responsibility ("PDMR") / person closely associated with them ("PCA") |
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a) |
Name |
Lance T. Loeffler |
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2. |
Reason for the notification |
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a) |
Position / status |
Senior Vice President, Chief Financial Officer |
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b) |
Initial notification / amendment |
Initial Notification |
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3. |
Details of the issuer
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a) |
Name |
International Paper Company |
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b) |
LEI |
824LMFJDH41EY779Q875 |
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4. |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
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a) |
Description and identifier of the financial instrument |
International paper shares of common stock of par value $1.00 each ("Shares") ISIN: US4601461035 |
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b) |
Nature of the transaction |
Grant of PSUs. Each PSU represents a contingent right to receive one Share.
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c) |
Price(s) and |
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d) |
Aggregated information Aggregated volume Price |
N/A |
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e) |
Date of the transaction |
1 January 2026 |
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f) |
Place of the transaction |
Outside a trading venue |
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1. |
Details of person discharging managerial responsibility ("PDMR") / person closely associated with them ("PCA") |
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a) |
Name |
Timothy S. Nicholls |
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2. |
Reason for the notification |
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a) |
Position / status |
Executive Vice President and President, DS Smith |
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b) |
Initial notification / amendment |
Initial Notification |
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3. |
Details of the issuer
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a) |
Name |
International Paper Company |
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b) |
LEI |
824LMFJDH41EY779Q875 |
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4. |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
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|
a) |
Description and identifier of the financial instrument |
International paper shares of common stock of par value $1.00 each ("Shares") ISIN: US4601461035 |
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b) |
Nature of the transaction |
Grant of PSUs. Each PSU represents a contingent right to receive one Share.
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c) |
Price(s) and |
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d) |
Aggregated information Aggregated volume Price |
N/A |
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e) |
Date of the transaction |
1 January 2026 |
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f) |
Place of the transaction |
Outside a trading venue |
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1. |
Details of person discharging managerial responsibility ("PDMR") / person closely associated with them ("PCA") |
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a) |
Name |
Joseph R. Saab |
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2. |
Reason for the notification |
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a) |
Position / status |
Senior Vice President, General Counsel and Corporate Secretary |
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b) |
Initial notification / amendment |
Initial Notification |
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3. |
Details of the issuer
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a) |
Name |
International Paper Company |
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b) |
LEI |
824LMFJDH41EY779Q875 |
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4. |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
|
|||||||
|
a) |
Description and identifier of the financial instrument |
International paper shares of common stock of par value $1.00 each ("Shares") ISIN: US4601461035 |
||||||
|
b) |
Nature of the transaction |
Grant of PSUs. Each PSU represents a contingent right to receive one Share.
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c) |
Price(s) and |
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d) |
Aggregated information Aggregated volume Price |
N/A |
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e) |
Date of the transaction |
1 January 2026 |
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f) |
Place of the transaction |
Outside a trading venue |
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1. |
Details of person discharging managerial responsibility ("PDMR") / person closely associated with them ("PCA") |
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a) |
Name |
Andrew K. Silvernail |
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2. |
Reason for the notification |
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a) |
Position / status |
Chairman of the Board of Directors and Chief Executive Officer |
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b) |
Initial notification / amendment |
Initial Notification |
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3. |
Details of the issuer
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a) |
Name |
International Paper Company |
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b) |
LEI |
824LMFJDH41EY779Q875 |
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4. |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
|
|||||||
|
a) |
Description and identifier of the financial instrument |
International paper shares of common stock of par value $1.00 each ("Shares") ISIN: US4601461035 |
||||||
|
b) |
Nature of the transaction |
Grant of PSUs. Each PSU represents a contingent right to receive one Share.
|
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|
c) |
Price(s) and |
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|
d) |
Aggregated information Aggregated volume Price |
N/A |
||||||
|
e) |
Date of the transaction |
1 January 2026 |
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f) |
Place of the transaction |
Outside a trading venue |
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