INTERNATIONAL PAPER CO /NEW/

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

International Paper Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Transforming IP Through Strategic

Focus and a Culture of Accountability

Rooted in Our Mission and Values

Mission

Together, we create sustainable packaging solutions that enable our customers, teammates, and shareowners to thrive in an ever-changing world.

Values

Notice of Annual Meeting of Shareowners

Date and TimeMonday, May 11, 2026, at 11:00 a.m. CDTLocationOnline via the webcast atwww.virtualshareownermeeting.com/IP2026

Your vote is important!Vote on the InternetGo to the website address shown in the Notice of Internet Availability or proxy card provided to you. You will need the 16-digit control number printed on the Notice of Internet Availability or proxy card.Vote by telephoneDial the toll-free number shown in the Notice of Internet Availability or proxy card provided to you. You will need the 16-digit control number printed on the Notice of Internet Availability or proxy card.Vote by mailMark, sign and date your proxy card and return it in the postage-paid envelope that was included with the proxy card.At the meetingYou also may vote online during the annual meeting by following the instructions provided on the meeting website during the annual meeting. To vote at the meeting, visit www.virtualshareownermeeting.com/IP2026.

Record Date

Owners of record of International Paper common stock at the close of business on

March 12, 2026, are entitled to vote at the meeting.

By order of the Board of Directors,

Joseph R. Saab

Senior Vice President, General Counsel and Corporate Secretary

March 27, 2026

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

of Shareowners to Be Held on May 11, 2026.

The following materials are available for viewing and printing at

materials.proxyvote.com/460146:

•The Notice of Annual Meeting of Shareowners to be held on May 11, 2026;

•International Paper’s 2026 Proxy Statement; and

•Inte rnational Paper’s 2025 Annual Report.

A Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) or the

proxy statement, proxy card and annual report are first being sent to shareowners on or

about March 27, 2026. Information contained in this Proxy Statement does not take into

account changes effective after the mail date unless otherwise noted.

Dear Shareowner

March 27, 2026

We invite you to join us for our 2026 Annual Meeting of Shareowners. This year’s meeting will be held virtually via live webcast on May 11, 2026, at 11:00 a.m., Central Time at www.virtualshareownermeeting.com/IP2026. Please review the enclosed materials and vote your shares. Your vote is important, and I urge you to promptly cast your vote in accordance with the Board’s recommendations.

Andrew K. SilvernailChairman of the Board andChief Executive Officer

Dear Shareowner,

Thank you for your confidence in our Company.

International Paper set ambitious expectations for 2025 to fully engage our team and accelerate our

performance trajectory. We committed to eliminating serious injuries and fatalities, improving the customer

experience, reducing costs, driving profitable growth, and delivering DS Smith integration and synergies amid

significant market-driven headwinds. We also completed the sale of our Global Cellulose Fibers business

(January 2026), further sharpening our focus on providing sustainable packaging solutions for our customers.

Throughout this period of transformation, we maintained a solid balance sheet and returned approximately

$977 million in cash to our shareowners through dividends.

In Packaging Solutions North America, we continued to move swiftly, using 80/20 principles to tackle

challenges and drive improvement. Despite a challenging macro environment in 2025, we delivered 37%

year-over-year adjusted EBITDA(1) growth supported by above-market volume growth in the second half of the

year, strong price realization and continued footprint optimization in our mills and converting plants. Significant

investments in reliability, quality and sales capabilities further elevated our commercial performance,

contributing to a 340-basis-point margin expansion as customers rewarded our improved performance with

significant business wins.

In Packaging Solutions EMEA, we continued to advance our transformation with urgency and

discipline. We have taken decisive action to simplify, segment, and integrate legacy DS Smith and legacy IP

EMEA in the face of a weak market. While our EMEA business is in the early stages of transformation, we have

a clear roadmap for commercial success and structural cost actions. We expect to see the benefits from these

initiatives accelerate throughout 2026.

Dear Shareowner

In January 2026, we initiated the next major step in our transformation by announcing our intention to

create two independent, publicly traded companies — a North America–focused International Paper and a

dedicated EMEA packaging company. Looking ahead, each company will be positioned to win in its respective

market supported by focused leadership, tailored commercial strategies, independent balance sheets and

flexible capital allocation aligned to attractive, but different, in-region opportunities. Powered by our 80/20

performance system, we believe both companies will be positioned to advance strategic priorities and deliver

compelling long-term financial performance. We expect the spin-off of our EMEA business to be completed in

12-15 months.

We are taking swift and decisive action to create long-term value for our shareowners. The scale of our

transformation is exciting, and our traction is strong as we work to deliver near-term performance and fund

investments in our future growth. International Paper is strengthening our position as the leader in sustainable

packaging and we remain steadfast in our commitment to execute our transformation plan, deliver a best-in-

class customer experience and create value for our shareowners.

As we embark on this next phase of our journey, I want to welcome the newest members of my executive

team and board of directors: Lance Loeffler, chief financial officer (April 2025); and Melissa Flores, chief

human resources officer (January 2026); and independent director, David Robbie, who joined our board in

February 2025 following the DS Smith acquisition. I also want to thank my colleagues throughout the company

for your dedication to IP. It is your courage, candor, and action that makes our future bright. It is through you

that we earn the trust of our customers and our owners.

Sincerely,

Andrew K. Silvernail

Chairman of the Board and

Chief Executive Officer

GAAP measure.

2025 Performance Highlights

Table ofContents

Table of Contents

Forward-Looking Statements. Certain statements in this Proxy Statement that are not historical in nature may be

considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as

amended. Words such as “expects,” “anticipates,” “believes,” “estimates” and similar expressions identify forward-looking

statements. These statements are not guarantees of future performance and reflect management’s current views and are

subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these

statements. Moreover, any targets or goals with respect to climate change or other sustainability matters discussed herein

or in our sustainability reports as noted below are forward-looking statements and may be aspirational. These targets or

goals are not guarantees of future results, and involve assumptions and known and unknown risks and uncertainties, some

of which are beyond our control. Such risks and other factors that may impact forward-looking statements are discussed in

our filings with the SEC, including in Item 1A under the caption “Risk Factors” in our Annual Report on Form 10-K for the

year ended December 31,2025, filed on February 27,2026, and the risks and uncertainties discussed in any subsequent

reports that we file or furnish with the SEC from time to time. The information contained herein speaks as of the date

hereof, and we do not have or undertake any obligation to update or revise our forward-looking statements, whether as a

result of new information, future events or otherwise, except to the extent required by law.

No Incorporation by Reference. Information that is in our 2024 Sustainability Report, any information that will be in our

2025 Sustainability Report to be published later in 2026, and any other information on our website that we may refer to in

this Proxy Statement is not incorporated by reference into, and does not form any part of, this Proxy Statement.

Statements Relating to Non-U.S. GAAP Measures

While the Company reports its financial results in accordance with accounting principles generally accepted in the United

States (“GAAP”), certain non-GAAP financial measures are presented in this Proxy Statement. Management believes these

non-GAAP financial measures, when used in conjunction with information presented in accordance with GAAP, can

facilitate a better understanding of the impact of various factors and trends on the Company’s financial condition and results

of operations. Management also uses these non-GAAP financial measures in making financial, operating and planning

decisions and in evaluating the Company’s performance. The non-GAAP financial measures in this Proxy Statement have

limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our results

calculated in accordance with GAAP. In addition, because not all companies use identical calculations, our use of non-

GAAP financial measures in this Proxy Statement may not be comparable to similarly titled measures disclosed by other

companies, including companies in our industry. Non-GAAP financial measures are defined on page 68. A reconciliation of

all non-GAAP financial measures (and their components) to the most directly comparable GAAP financial measures is

available at Appendix A.

Discontinued Operations

The Company sold its Global Cellulose Fibers business on January 23, 2026. Current and historical results were adjusted

to reflect the Global Cellulose Fibers business as a discontinued operation in our Annual Report on Form 10-K filed with the

U.S. Securities and Exchange Commission on February 27, 2026.