REG - International Paper - Director/PDMR Shareholding
06/01/2026 15:15
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RNS Number : 8720N International Paper Company 06 January 2026
6 January 2026
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.
1. Details of person discharging managerial responsibility ("PDMR") / person
closely associated with them ("PCA")
a) Name Clayton R. Ellis
2. Reason for the notification
a) Position / status Senior Vice President, Global Cellulose Fibers
b) Initial notification / amendment Initial Notification
3. Details of the issuer
a) Name International Paper Company
b) LEI 824LMFJDH41EY779Q875
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 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.
c) Price(s) and Price(s) Volumes
volume(s)
1. $0.00 1. 26,205
2. $39.39 2. 16,163
3. $39.39 3. 5,526
d) Aggregated information N/A
Aggregated volume Price
e) Date of the transaction 1 January 2026
f) Place of the transaction 1. Outside a trading venue
2. New York Stock Exchange
3. New York Stock Exchange
d)
Aggregated information
Aggregated volume Price
N/A
e)
Date of the transaction
1 January 2026
f)
Place of the transaction
1. Outside a trading venue
2. New York Stock Exchange
3. New York Stock Exchange
1. Details of person discharging managerial responsibility ("PDMR") / person
closely associated with them ("PCA")
a) Name Melissa S. Flores
2. Reason for the notification
a) Position / status Senior Vice President, Chief Human Resources Officer
b) Initial notification / amendment Initial Notification
3. Details of the issuer
a) Name International Paper Company
b) LEI 824LMFJDH41EY779Q875
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 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.
c) Price(s) and Price(s) Volumes
volume(s)
1. $0.00 29,349
2. $0.00 24,845
d) Aggregated information N/A
Aggregated volume Price
e) Date of the transaction 1 January 2026
f) Place of the transaction Outside a trading venue
d)
Aggregated information
Aggregated volume Price
N/A
e)
Date of the transaction
1 January 2026
f)
Place of the transaction
Outside a trading venue
1. Details of person discharging managerial responsibility ("PDMR") / person
closely associated with them ("PCA")
a) Name W. Thomas Hamic
2. Reason for the notification
a) Position / status Executive Vice President and President, Packaging Solutions North America
b) Initial notification / amendment Initial Notification
3. Details of the issuer
a) Name International Paper Company
b) LEI 824LMFJDH41EY779Q875
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.
c) Price(s) and Price(s) Volumes
volume(s)
$0.00 64,988
d) Aggregated information N/A
Aggregated volume Price
e) Date of the transaction 1 January 2026
f) Place of the transaction Outside a trading venue
d)
Aggregated information
Aggregated volume Price
N/A
e)
Date of the transaction
1 January 2026
f)
Place of the transaction
Outside a trading venue
1. Details of person discharging managerial responsibility ("PDMR") / person
closely associated with them ("PCA")
a) Name Lance T. Loeffler
2. Reason for the notification
a) Position / status Senior Vice President, Chief Financial Officer
b) Initial notification / amendment Initial Notification
3. Details of the issuer
a) Name International Paper Company
b) LEI 824LMFJDH41EY779Q875
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.
c) Price(s) and Price(s) Volumes
volume(s)
$0.00 73,374
d) Aggregated information N/A
Aggregated volume Price
e) Date of the transaction 1 January 2026
f) Place of the transaction Outside a trading venue
d)
Aggregated information
Aggregated volume Price
N/A
e)
Date of the transaction
1 January 2026
f)
Place of the transaction
Outside a trading venue
1. Details of person discharging managerial responsibility ("PDMR") / person
closely associated with them ("PCA")
a) Name Timothy S. Nicholls
2. Reason for the notification
a) Position / status Executive Vice President and President, DS Smith
b) Initial notification / amendment Initial Notification
3. Details of the issuer
a) Name International Paper Company
b) LEI 824LMFJDH41EY779Q875
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.
c) Price(s) and Price(s) Volumes
volume(s)
$0.00 73,374
d) Aggregated information N/A
Aggregated volume Price
e) Date of the transaction 1 January 2026
f) Place of the transaction Outside a trading venue
d)
Aggregated information
Aggregated volume Price
N/A
e)
Date of the transaction
1 January 2026
f)
Place of the transaction
Outside a trading venue
1. Details of person discharging managerial responsibility ("PDMR") / person
closely associated with them ("PCA")
a) Name Joseph R. Saab
2. Reason for the notification
a) Position / status Senior Vice President, General Counsel and Corporate Secretary
b) Initial notification / amendment Initial Notification
3. Details of the issuer
a) Name International Paper Company
b) LEI 824LMFJDH41EY779Q875
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.
c) Price(s) and Price(s) Volumes
volume(s)
$0.00 41,928
d) Aggregated information N/A
Aggregated volume Price
e) Date of the transaction 1 January 2026
f) Place of the transaction Outside a trading venue
d)
Aggregated information
Aggregated volume Price
N/A
e)
Date of the transaction
1 January 2026
f)
Place of the transaction
Outside a trading venue
1. Details of person discharging managerial responsibility ("PDMR") / person
closely associated with them ("PCA")
a) Name Andrew K. Silvernail
2. Reason for the notification
a) Position / status Chairman of the Board of Directors and Chief Executive Officer
b) Initial notification / amendment Initial Notification
3. Details of the issuer
a) Name International Paper Company
b) LEI 824LMFJDH41EY779Q875
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.
c) Price(s) and Price(s) Volumes
volume(s)
$0.00 267,289
d) Aggregated information N/A
Aggregated volume Price
e) Date of the transaction 1 January 2026
f) Place of the transaction Outside a trading venue
d)
Aggregated information
Aggregated volume Price
N/A
e)
Date of the transaction
1 January 2026
f)
Place of the transaction
Outside a trading venue
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