Form 4: IP Officer's PSU Vesting and Tax Withholding Reported

Sentiment:

Insider Transaction Report


International Paper's VP & Chief Accounting Officer, Holly G. Goughnour, reported the vesting of performance share units and subsequent tax-related share withholding.

Summary

  • Holly G. Goughnour, VP & Chief Accounting Officer of International Paper Co, reported transactions related to company common stock.
  • On February 9, 2026, 6,335 shares of common stock were acquired at a price of $46.58 per share.
  • These shares represent Performance Share Units (PSUs) earned, including accrued dividend equivalents, based on the achievement of pre-established performance goals from a January 1, 2023 grant under the 2023-2025 Long-Term Incentive Plan.
  • Concurrently, 1,543 shares of common stock were disposed of at $46.58 per share to cover tax obligations.
  • Following these transactions, Ms. Goughnour directly beneficially owns 39,021 shares of common stock.
  • Additionally, 6,961 shares are indirectly beneficially owned through the International Paper Salaried Savings Plan, as of January 30, 2026.
  • The transactions were made pursuant to a Rule 10b5-1(c) contract, instruction, or written plan.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a slightly positive event. While routine, the vesting of PSUs indicates that performance targets were met, which is a positive signal regarding the company's operational achievements during the performance period.

Positives

  • The vesting of Performance Share Units (PSUs) indicates that pre-established performance goals for the 2023-2025 Long-Term Incentive Plan were achieved, reflecting positively on company performance during that period.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategy.

Industry Context

StockSavvy.ai notes that this Form 4 filing details a routine executive compensation event, specifically the vesting of performance-based equity awards and subsequent tax withholding. Such transactions are common across industries for incentivizing and retaining key management personnel and do not typically reflect broader industry trends or competitive shifts.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Executive Compensation DisclosureThe filing discloses the vesting of Performance Share Units (PSUs) under the company's 2023-2025 Long-Term Incentive Plan, which is a key component of executive compensation and corporate governance practices designed to align management incentives with shareholder interests.02/09/2026This disclosure confirms the operation of the company's existing long-term incentive framework, demonstrating adherence to established compensation policies rather than a change in governance.

Related Party Transactions

  • The filing itself is a disclosure of a related party transaction, specifically an insider transaction where a company officer (Holly G. Goughnour) acquired shares through the vesting of performance-based equity awards and disposed of shares for tax purposes.

Stakeholder Impact

  • Shareholders: The vesting of PSUs suggests that performance metrics tied to executive compensation were met, which could be viewed positively as management incentives are aligned with company performance.
  • Employees: The disclosure of executive compensation practices provides transparency regarding the company's incentive structures.

Key Dates

DateDescription
01/01/2023Grant date of Performance Share Units (PSUs) under the 2023-2025 Long-Term Incentive Plan.
01/30/2026Date of the plan statement for shares held through the International Paper Salaried Savings Plan.
02/09/2026Transaction date for the acquisition of PSUs and disposition of shares for tax obligations.
02/11/2026Date the Form 4 was signed and filed.

Keywords

International Paper, IP, Form 4, Insider Transaction, Performance Share Units, PSU, Executive Compensation, Stock Vesting, Tax Withholding, Rule 10b5-1

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