UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): ~~August~~September 2024, 2025

International Paper Company

(Exact name of registrant as specified in its charter)

Commission file number 1-3157


New York			13-0872805
(State or other jurisdiction of incorporation)			(I.R.S. Employer Identification No.)

6400 Poplar Avenue, Memphis, Tennessee			38197
(Address of Principal Executive Offices)			(Zip Code)

Registrant's telephone number, including area code: (901) 419-9000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1 per share par value	IP	New York Stock Exchange
Common Stock, $1 per share par value	IPC	London Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item 2~~SECTION 8.~~05. Costs~~ ~~Associated~~OTHER ~~with Exit or Disposal Activities~~EVENTS

~~On August 20, 2025, International Paper Company (the “Company”) committed to mill closures at its Riceboro, Georgia and Savannah, Georgia facilities impacting its Containerboard business~~Item 8. The Company estimates the closures will result in aggregate pre-tax cash charges of approximately $158 million and pre-tax non-cash accelerated depreciation charges of approximately $570 million as further described below01. Other ~~These actions are being undertaken as part of the Company’s 80/20 strategic approach, as announced by the Company in July 2024.~~ Events

~~Through~~As ~~the~~previously ~~80/~~disclosed, on August 20, ~~strategic~~2025, ~~approach~~International Paper Company, wea ~~intend~~New toYork ~~deliver~~corporation ~~profitable~~(the ~~market~~“Company”), ~~share~~International ~~growth~~Paper byHoldings ~~striving~~(Luxembourg) toS.à ber.l., ~~the~~private ~~lowest-cost~~limited ~~producer~~liability company (société à responsabilité limitée) organized and existing under the ~~most~~laws ~~reliable~~of the Grand Duchy of Luxembourg (“IP Lux Holdings”), English Oak, LLC, a Delaware limited liability company (“English Oak,” and ~~innovative~~together ~~sustainable~~with ~~packaging~~the ~~solutions~~Company ~~provider~~and toIP ~~our~~Lux ~~customers~~Holdings, ~~across~~the ~~North~~“Sellers”), ~~America~~Absorbent Fiber Topco, Inc., a Delaware corporation (“Parent”), Absorbent Fiber Bidco, Inc., a Delaware corporation and ~~EMEA~~an indirect wholly owned subsidiary of Parent (“Paper Acquisition US”) and Absorbent Fiber Acquisitions Canada, Ltd., Asan ~~part~~Alberta corporation and a direct wholly owned subsidiary of Paper Acquisition US (“Paper Acquisition Canada,” and together with Paper Acquisition US, collectively, “Buyer”), entered into a Securities Purchase Agreement (the ~~Company’s~~“Sale ~~80/20~~Agreement”), ~~strategic~~pursuant ~~approach~~to which, among other things, the ~~Company~~Sellers ~~intends~~will sell to ~~guide~~Buyer ~~investments~~all of the issued and ~~align~~outstanding ~~resources~~equity tointerests ~~win~~of ~~with~~GCF ~~our~~US ~~most~~Holdings ~~strategic~~LLC, ~~customers~~a Delaware limited liability company, ~~while~~GCF ~~reducing~~(Asia) ~~complexity~~Limited, a Hong Kong limited company, International Paper Cellulose Fibers (Poland) sp. z o.o., a limited liability company (spółka z ograniczoną odpowiedzialnością) organized and ~~cost~~existing ~~across~~under the laws of the Republic of Poland and International Paper Canada Pulp Holdings ULC, an unlimited liability corporation organized under the laws of the Province of Alberta, which entities represent all of the Company’s Global Cellulose Fibers (“GCF”) business (the “Transaction”).

~~Riceboro~~The Transaction is conditioned on, ~~Georgia~~among ~~Mill~~other things, the expiration or early termination of the statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and other required regulatory approvals.

~~The~~On ~~Company plans to permanently close its containerboard, timber and lumber mills in Riceboro, Georgia. The containerboard mill will shut down in stages with all operations expected to cease by~~ September 1224, 2025~~. The closure is expected to reduce the Company’s containerboard capacity by approximately 430~~,~~000~~ ~~tons. The Company estimates that~~ the ~~closure~~Federal ~~will~~Trade ~~result~~Commission ingranted ~~aggregate~~early ~~pre-tax~~termination ~~noncash asset write-off and accelerated depreciation charges~~ of ~~approximately $170 million and aggregate pre-tax cash severance and other shutdown charges of approximately $77 million, and anticipates that these charges will be recorded during~~ the ~~three~~waiting ~~months~~period ~~ending~~under ~~September 30, 2025. The Company expects closure of~~ the ~~containerboard~~HSR ~~mill to reduce its workforce by approximately 300 employees~~Act.

~~Savannah,~~The ~~Georgia~~Transaction ~~Mill~~remains subject to the remaining customary closing conditions and approvals and the receipt of other required regulatory approvals.

The Company plans to permanently close its containerboard mill and packaging facility in Savannah, Georgia. The containerboard mill will shut down in stages with all operations expected to cease by September 30, 2025. The closure is expected to reduce the Company’s containerboard capacity by approximately 1,000,000 tons. The Company estimates that the closure will result in aggregate pre-tax noncash asset write-off and accelerated depreciation charges of approximately $400 million and aggregate pre-tax cash severance and other shutdown charges of approximately $81 million, and anticipates that these charges will be recorded during the three months ending September 30, 2025. The Company expects closure of the containerboard mill to reduce its workforce by approximately 680 employees.

Item 2.06. Material Impairments

The disclosure under Item 2.05 is incorporated by reference into this item 2.06.

Item 7.01 Regulation FD Disclosure

On August 21, 2025, the Company issued a press release announcing these actions, which is attached as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, regarding, among other things, our closures and associated headcount reduction as well as anticipated expense reductions, the expected amount of certain pre-tax charges and the anticipated timing of such pre-tax charges, our 80/20 strategic approach and certain actions described herein. These forward-looking statements reflect management's current views and are subject to risks and uncertainties that could cause actual results and the timing of events to differ materially from those expressed or implied in these forward-looking statements. Factors which could cause actual results to differ from such forward-looking statements include, but are not limited to, industry, global, economic and other conditions, as well as other factors, that could affect the closures including the amount of such pre-tax charges and the timing of such pre-tax charges or actions described herein. These forward-looking statements are also subject to the risks and uncertainties relating to the business of the Company contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (the "SEC") on February 21, 2025, the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 7, 2025, and the Company's Quarterly

Report on Form 10-Q for the quarter ended June 30, 2025, filed with the SEC on August 7, 2025. In addition, other risks and uncertainties not presently known to the Company or that we currently believe to be immaterial could affect the accuracy of any forward-looking statements. The Company undertakes no obligation to publicly update any forward-looking statements contained in this Current Report on Form 8-K, whether as a result of new information, future events or changes in expectations.

Item 9.01. Financial Statements and Exhibits.

ExhibitNumber						Description
99.1						International Paper Company Press Release dated August 21, 2025.
104						The cover page from this Current Report on Form 8-K, formatted as inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

International Paper Company

Date:

~~8/21/~~September 26, 2025

By:

/s/ Joseph R. Saab

Name:

Joseph R. Saab

Title:

Senior Vice President, General Counsel and Corporate Secretary

Filing Compare · INTERNATIONAL PAPER CO /NEW/