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12 Feb 2026 15:29
12 February 2026
International Paper Company (the "Company") - Transaction NotificationVesting of PSU AwardPDMR Dealing
NOTIFICATION OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES ("PDMRs") IN SHARES OF COMMON STOCK OF PAR VALUE $1.00 EACH IN THE COMPANY ("Shares")
Vesting of the International Paper Company 2023-2025 Long-Term Incentive Plan ("LTIP") Performance Stock Unit ("PSU") Awards
International Paper Company (NYSE: IP; LSE: IPC), a global leader in sustainable packaging solutions, announces the vesting of PSUs in respect of Shares on 9 February 2026. Following this vesting, the Company withheld Shares on behalf of each PDMR to satisfy tax obligations.
The Shares were issued as part of PSU awards previously granted to PDMRs on 1 January 2023, under the 2023 LTIP.
The PSUs entitle the holder to receive Shares upon vesting of such PSUs following achievement of pre-established performance goals. The PSUs fully vest in February following a three-year performance period subject to certain forfeiture events. The number of Shares received on settlement is increased by dividend equivalents accrued during the performance period. As explained in the Company's public filings, upon vesting, the underlying number of Shares received may range from zero to 200% of the PSUs vested, based on the Company's performance with respect to the applicable performance targets.
The notifications set out below are made in accordance with the requirements of Article 19 of the UK Market Abuse Regulation.
1. | Details of person discharging managerial responsibility ("PDMR") / person closely associated with them ("PCA") | |||||||||
a) | Name | W. Thomas Hamic | ||||||||
b) | Position / status | Executive Vice President and President - Packaging Solutions North America | ||||||||
c) | Initial notification / amendment | Initial Notification | ||||||||
2. | Details of the issuer
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a) | Name | International Paper Company | ||||||||
b) | LEI | 824LMFJDH41EY779Q875 | ||||||||
3. | 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 | Shares of common stock of par value $1.00 each ("Shares") ISIN: US4601461035 | ||||||||
b) | Nature of the transaction | Acquisition of Shares following the vesting of PSUs granted in January 2023 under the 2023 LTIP (including dividend equivalents arising from the vesting). Certain Shares are withheld to cover tax obligations due on the vesting of earned PSUs.
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c) | Price(s) andvolume(s) |
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d) | Aggregated information Aggregated volume Price | 1. 43,225 2. $46.58 3. 15,312 4. $46.58 | ||||||||
e) | Date of the transaction | 9 February 2026 | ||||||||
f) | Place of the transaction | 1. Outside a trading venue | ||||||||
1. | Details of person discharging managerial responsibility ("PDMR") / person closely associated with them ("PCA") | |||||||||
a) | Name | Timothy S. Nicholls | ||||||||
b) | Position / status | Executive Vice President, DS Smith | ||||||||
c) | Initial notification / amendment | Initial Notification | ||||||||
2. | Details of the issuer
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a) | Name | International Paper Company | ||||||||
b) | LEI | 824LMFJDH41EY779Q875 | ||||||||
3. | 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 | Shares of common stock of par value $1.00 each ("Shares") ISIN: US4601461035 | ||||||||
b) | Nature of the transaction | Acquisition of Shares following the vesting of PSUs granted in January 2023 under the 2023 LTIP (including dividend equivalents arising from the vesting). Certain Shares are withheld to cover tax obligations due on the vesting of earned PSUs.
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c) | Price(s) andvolume(s) |
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d) | Aggregated information Aggregated volume Price | 1. 52,230 2. $46.58 3. 18,887 4. $46.58 | ||||||||
e) | Date of the transaction | 9 February 2026 | ||||||||
f) | Place of the transaction | 1. Outside a trading venue | ||||||||
1. | Details of person discharging managerial responsibility ("PDMR") / person closely associated with them ("PCA") | |||||||||
a) | Name | Joseph R. Saab | ||||||||
b) | Position / status | Senior Vice President, General Counsel and Corporate Secretary | ||||||||
c) | Initial notification / amendment | Initial Notification | ||||||||
2. | Details of the issuer
| |||||||||
a) | Name | International Paper Company | ||||||||
b) | LEI | 824LMFJDH41EY779Q875 | ||||||||
3. | 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 | Shares of common stock of par value $1.00 each ("Shares") ISIN: US4601461035 | ||||||||
b) | Nature of the transaction | Acquisition of Shares following the vesting of PSUs granted in January 2023 under the 2023 LTIP (including dividend equivalents arising from the vesting). Certain Shares are withheld to cover tax obligations due on the vesting of earned PSUs.
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c) | Price(s) andvolume(s) |
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d) | Aggregated information Aggregated volume Price | 1. 24,314 2. $46.58 3. 7,268 4. $46.58 | ||||||||
e) | Date of the transaction | 9 February 2026 | ||||||||
f) | Place of the transaction | 1. Outside a trading venue | ||||||||
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