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): January 3, 2023

International Paper Company

(Exact name of registrant as specified in its charter)

Commission file number 1-3157

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

(Former name or former address, if changed since last report.)

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):

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

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.  ☐

SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.

On January 3, 2023, Gregory T. Wanta, Senior Vice President, North American Container, of International Paper Company (the “Company”) notified the Company of his intent to retire after a transition period. Mr. Wanta has been with the Company for 31 years, and has served as the Company’s Senior Vice President, North American Container since 2016.

In conjunction with Mr. Wanta’s retirement, the Board of Directors of the Company appointed W. Thomas (Tom) Hamic, as Senior Vice President, North American Container and Chief Commercial Officer, effective immediately. Mr. Hamic joined the Company in 1991 and has served in a variety of sales, marketing and strategy leadership roles, including positions in the Company’s Containerboard and North American Container businesses. Most recently, Mr. Hamic led significant commercial and financial improvements in the Company’s Global Cellulose Fibers business.

On January 4, 2023, the Company issued a press release announcing the new position for Mr. Hamic and the retirement of Mr. Wanta. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and General Instruction B.2 thereunder. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.

SIGNATURES

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