INTERNATIONAL PAPER CO NEW

(a)Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 28, 2024, the independent members of the Board of Directors of International Paper Company (the “Company”), on recommendation from the Management and Development Committee of the Board, approved additional one-time relocation benefits for Andrew K. Silvernail, Chairman of the Board and Chief Executive Officer of the Company. The additional benefits were recommended and approved for Mr. Silvernail in the context of beginning to implement his relocation package, which was approved in connection with his hiring as previously disclosed in the Current Report on Form 8-K filed by the Company on March 19, 2024. The additional one-time benefits include:

•Reimbursement of Mr. Silvernail for expenses for the sale of his former home;

•Shipment of two vehicles from Illinois to Tennessee;

•Installation of at-home electric vehicle car charging stations in Mr. Silvernail’s home in Memphis, Tennessee;

•Increased insurance coverage for Mr. Silvernail’s personal property being moved to Memphis, Tennessee;

•An additional allowance of $10,000 toward defraying additional miscellaneous relocation expenses; and

•An estimated payment, equal to 46% of the taxable amount of the reimbursements and payments described above, to assist Mr. Silvernail with taxes owed on such payments.

Mr. Silvernail will be required to repay the one-time cash payment if he voluntarily terminates employment before May 1, 2025. For further details of the additional one-time relocation benefits, please see Exhibit 10.1 in Part II, Item 6 (Exhibits) of this Form 10-Q.

Costs Associated with Exit or Disposal Activities

On October 31, 2024, International Paper Company (the “Company”) committed to certain actions impacting its Global Cellulose Fibers business, which the Company estimates will result in aggregate pre-tax charges of approximately $270 million.

In this regard, the Company plans to permanently close its pulp and paper mill in Georgetown, South Carolina. The mill closure will include all pulp and paper production equipment with all operations expected to cease by year end. The closure is expected to reduce the Company’s fluff pulp capacity by approximately 300,000 metric tons and uncoated freesheet capacity by 285,000 short tons. The Company estimates that the closure will result in aggregate pre-tax charges of approximately $270 million, comprised of noncash accelerated depreciation of approximately $220 million and severance and other shutdown charges of approximately $50 million. The Company expects that these charges will be recorded during the three months ending December 31, 2024. The Company expects closure of the mill to reduce its workforce by approximately 675 employees.

The mill produces fluff pulp designed for a range of consumer applications. The mill also produces uncoated freesheet papers, which it sells to Sylvamo under a strategic supply contract. The Company and Sylvamo have mutually agreed to terminate this contract effective December 31, 2024.

The Company issued a press release announcing these actions, which is attached as Exhibit 99.2 in Part II, Item 6 (Exhibits)of this Form 10-Q, and is incorporated herein by reference.

(b) Not applicable.

(c) During the quarter ended September 30, 2024, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements, as defined in Item 408 of Regulation S-K.