Reg FD Disclosure

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 28, 2021     International Paper Company (Exact name of registrant as specified in its charter)       New York   1-3157   13-0872805 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)   6400 Poplar Avenue , Memphis , Tennessee   38197 (Address of Principal Executive Offices)   (Zip Code) Registrant’s telephone number, including area code: (901) 419-7000 (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):     ☐ 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 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 7.01. Regulation FD Disclosure. On October 28, 2021, International Paper Company issued a press release announcing that it had commenced a tender offer to purchase for cash up to $500 million aggregate principal amount of its outstanding 5.000% Notes due 2035, 5.150% Notes due 2046, 4.80% Notes due 2044, 6.00% Notes due 2041, 4.400% Notes due 2047 and 4.350% Notes due 2048 (the “Tender Offer”). The Tender Offer is being made exclusively pursuant to an Offer to Purchase, dated October 28, 2021, which sets forth the terms and conditions of the Tender Offer. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Current Report on Form 8-K shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offer is being made only pursuant to the above-referenced Offer to Purchase and only in such jurisdictions as is permitted under applicable law. Item 9.01. Financial Statements and Exhibits. (d) Exhibits.   Exhibit No.    Description 99.1    Press Release of International Paper Company dated October 28, 2021. 104    Cover Page Interactive Data File (embedded with Inline XBRL document).   2 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.   Date:    October 28, 2021     INTERNATIONAL PAPER COMPANY     By:       /s/ Sharon R. Ryan                                                             Name:   Sharon R. Ryan     Title:   Senior Vice President, General Counsel & Corporate Secretary