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): ~~October~~January 3023, ~~2025~~2026

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. ☐

~~EXPLANATORY~~Item ~~NOTE~~2.01. Completion of Acquisition or Disposition of Assets.

~~The~~On ~~information~~January in23, ~~this~~2026, ~~Current~~International ~~Report~~Paper onCompany, ~~Form~~a ~~8-K~~New York corporation (the ~~"Report"~~“Company”), ~~including~~completed the ~~exhibit,~~previously isannounced ~~furnished~~sale ~~pursuant~~ to ~~Item 2.02~~funds affiliated with American Industrial Partners (“Buyer”) of all of the issued and ~~General~~outstanding ~~Instruction~~equity Binterests of GCF US Holdings LLC, a Delaware limited liability company, GCF (Asia) Limited, a Hong Kong limited company, International Paper Cellulose Fibers (Poland) sp.2 ~~thereunder~~z o.o., ~~Such~~a ~~information~~limited ~~shall~~liability ~~not~~company be(spółka ~~deemed~~z ~~“filed”~~ograniczoną ~~for~~odpowiedzialnością) ~~purposes~~organized ofand ~~Section 18~~existing ofunder the ~~Securities~~laws ~~Exchange~~of ~~Act~~the Republic of ~~1934~~Poland, asand ~~amended~~International Paper Canada Pulp Holdings ULC, oran ~~otherwise~~unlimited ~~subject~~liability tocorporation organized under the ~~liabilities~~laws of ~~that~~the ~~section~~Province of Alberta, ~~nor~~which ~~shall~~entities itrepresent beall ~~deemed~~of ~~incorporated~~the byCompany’s ~~reference~~Global inCellulose ~~any~~Fibers ~~filing~~(“GCF”) ~~under~~business (the “Transaction”), pursuant to and upon the terms and subject to the conditions set forth in, the Securities ~~Act~~Purchase Agreement, dated as of ~~1933~~August 20, 2025, as amended, among the Company and certain parties thereto (the “Sale Agreement”).

~~SECTION~~Pursuant 2to the Sale Agreement, Buyer acquired the Company’s GCF business for a purchase price of $1.5 ~~FINANCIAL~~billion, ~~INFORMATION~~which includes the issuance to the Company of preferred stock of Absorbent Fiber Topco, Inc. (“Parent”) with an aggregate initial liquidation preference of $190 million.

~~Item 2.02. Results~~The foregoing description of ~~Operations~~the Sale Agreement does not purport to be complete, and ~~Financial~~is ~~Condition~~qualified in its entirety by reference to the full text of the Sale Agreement, a copy of which was filed as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended September 30, 2025.

OnItem ~~October 30, 2025, International Paper Company (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended September 30, 2025~~7.01 Regulation ~~The~~FD ~~Company will host a webcast and conference call today to discuss results for the fiscal quarter ended September 30, 2025~~Disclosure. ~~During the call, the Company will also provide updated guidance and adjust its 2025 full year target. Attached as Exhibit 99.1 and incorporated herein by reference is a copy of the press release.~~

~~SECTION~~On 9January 23, 2026, the Company issued a press release announcing the closing of the Transaction. ~~FINANCIAL~~A ~~STATEMENTS~~copy ~~AND~~of ~~EXHIBITS~~the press release is furnished 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.

Item 9.01. Financial Statements and Exhibits.

ExhibitNumber						Description
99.1						Press Release of International Paper Company dated October 30, 2025

(d) Exhibits.

EXHIBIT INDEX


Exhibit Number						Description
99.1						Press Release dated January 23 , 2026.
104						The cover page from this Current Report on Form 8-K, formatted as inline XBRL.

ExhibitNumber						Description
99.1						Press Release of International Paper dated October 30, 2025.
101						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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:

~~October~~January 3023, ~~2025~~2026

By:

/s/ ~~Holly~~Joseph GR. ~~Goughnour~~Saab

Name:

~~Holly~~Joseph GR. ~~Goughnour~~Saab

Title:

Senior Vice President, -General ~~Chief~~Counsel ~~Accounting~~and ~~Officer~~Corporate Secretary

Filing Compare · INTERNATIONAL PAPER CO /NEW/