8-K

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): February 3, 2025

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

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:

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. ☐

On February 3, 2025, International Paper Company (the “Company”) published a supplementary prospectus (the “Third Supplementary Prospectus”) prepared in accordance with the Prospectus Regulation Rules of the U.K. Financial Conduct Authority (the “FCA”) made under Section 73A of the U.K. Financial Services and Markets Act 2000, as amended. The Third Supplementary Prospectus is supplemental to, and should be read in conjunction with, the prospectus previously published by the Company on September 11, 2024 (the “Original Prospectus”), the first supplementary prospectus previously published by the Company on November 4, 2024 (the “First Supplementary Prospectus”) and the second supplementary prospectus previously published by the Company on December 5, 2024 (the “Second Supplementary Prospectus” and, the Original Prospectus as supplemented by the First Supplementary Prospectus, the Second Supplementary Prospectus and the Third Supplementary Prospectus, the “U.K. Prospectus”). The U.K. Prospectus relates to the admission of shares of common stock of the Company, par value $1.00 per share (the “Company Common Stock”), to the equity shares (international commercial companies secondary listing) category of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange in connection with the previously disclosed terms of a recommended offer by the Company to acquire the issued and to be issued share capital of DS Smith Plc, a public limited company incorporated in England and Wales in an all stock transaction (the “Acquisition”). The Acquisition closed on January 31, 2025, as further detailed in the Company’s Current Report on Form 8-K filed with the SEC on the date thereof.

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.