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RNS Number : 8284S International Paper Company 12 February 2026
12 February 2026
International Paper Company (the "Company") - Transaction Notification
Vesting of PSU Award
PDMR 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
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.
c) Price(s) and Price(s) Volumes
volume(s) 1. Shares acquired on vesting of PSUs
$46.58
43,225 shares of common stock
2. Shares withheld to cover tax obligations on vesting of PSUs
$46.58
15,312 shares of common stock
d) Aggregated information 1. 43,225
Aggregated volume Price 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
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
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.
c) Price(s) and Price(s) Volumes
volume(s) 1. Shares acquired on vesting of PSUs
$46.58
52,230 shares of common stock
2. Shares withheld to cover tax obligations on vesting of PSUs
$46.58
18,887 shares of common stock
d) Aggregated information 1. 52,230
Aggregated volume Price 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
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.
c) Price(s) and Price(s) Volumes
volume(s) 1. Shares acquired on vesting of PSUs
$46.58
24,314 shares of common stock
2. Shares withheld to cover tax obligations on vesting of PSUs
$46.58
7,268 shares of common stock
d) Aggregated information 1. 24,314
Aggregated volume Price 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
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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