International Paper Co.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 14, 2026, the Board of Directors (the “Board”) of International Paper Company (the “Company”), upon the recommendation of the Company’s Governance Committee, appointed Katherine Collins and Lori J. Ryerkerk to serve as independent directors to the Board effective October 1, 2026. Ms. Collins and Ms. Ryerkerk's terms as independent directors will expire at the annual meeting of the Company’s shareowners in May 2027 where they will be nominated by the Board for re-election. With the appointment of Ms. Collins and Ms. Ryerkerk, the Board now consists of 13 members, 12 of whom are independent. Under the Company’s Restricted Stock and Deferred Compensation Plan for Non-Employee Directors, Ms. Collins and Ms. Ryerkerk are eligible for an annual cash and equity retainer. The compensation of Ms. Collins and Ms. Ryerkerk will be prorated effective October 1, 2026, and consistent with that provided to all non-employee directors as disclosed in the Elements of our Director Compensation Program section of our proxy statement filed with the U.S. Securities and Exchange Commission on March 27, 2026. The Board has determined that Ms. Collins and Ms. Ryerkerk are independent, meet the applicable independence requirements of the New York Stock Exchange and the Board’s more rigorous standards for determining director independence. The selection of Ms. Collins and Ms. Ryerkerk was not pursuant to an agreement or understanding between Ms. Collins or Ms. Ryerkerk and any other person. Furthermore, there are no related party transactions between the Company and Ms. Collins or Ms. Ryerkerk that would require disclosure under Item 404(a) of Regulation S-K. Further, on July 14, 2026, members of the Board acknowledged the intentions of Dr. Kathryn D. Sullivan and Ahmet C. Dorduncu to retire from Board service effective December 31, 2026. Neither Dr. Sullivan nor Mr. Dorduncu’s retirements are due to any disagreement with the Company on any matter relating to its operations, policies, or practices. Their planned retirements are in accordance with the Company’s Corporate Governance Guidelines, which were amended in March 2026, to eliminate the mandatory retirement age of 75, effective December 31, 2026, and adopt a 12-year term limit for directors. The Board thanks Dr. Sullivan and Mr. Dorduncu for their service and contributions to the Company during their tenures. Committee appointments will be made at a later date. On July 17, 2026, the Company issued a press release announcing the appointment of Ms. Collins and Ms. Ryerkerk to the Company’s Board. A copy of the release is included as Exhibit 99.1 to this Current Report on Form 8-K.