DEF 14A of Sylvamo Corp, Apr 2, 2026

DEF 14A of Sylvamo Corp

Filed Apr 2, 2026 · FY20250001193125-26-138839

Open on EDGAR

  1. Proxy Statement 2026

    | 57 | Narrative to Potential Payments Upon Qualifying Termination After Change in Control | | 58 | CEO Pay Ratio | | 60 | Pay Versus Performance | | 63 | Director Compensation | | 63 | Compensation Philosophy | | 63 | Stock Ownership Requirements | | 63 | Elements of Our Director Compensation Program | | 63 | Annual Compensation | | 64 | Insurance and Indemnification Contracts |

  2. Proxy Statement 2026

    | 65 | Our Analysis | | 65 | Non-Employee Director Compensation Table | | 67 | Other Information | | 67 | Stock Ownership | | 69 | Delinquent Section 16(a) Reports | | 69 | Policies and Procedures for Related Person Transactions | | 69 | Certain Relationships and Related Person Transactions | | 70 | Reconciliations to U.S. GAAP Financial Measures | | 73 | How to Contact Us |

  3. Director Nominees

    Director Nominees

  4. Nominees

    Nominees The Board, upon recommendation of the Nominating and Corporate Governance Committee, has nominated the following seven individuals for election at the Annual Meeting, each of whom currently serves on the Board. The Board has determined, in its business judgment, that each of the director nominees is independent under the listing standards of the New York Stock Exchange (“NYSE”) except for our Chief Executive Officer, John V. Sims. Additional information about the director nominees starts on page 19.

  5. Nominees

    | | Name | Director Since | Board Committees and Leadership | Professional Background | Other Public Company Boards (#) | | | Christine S. Breves | 2021 | Audit Committee Management Development and Compensation Committee | Former EVP Business Transformation, SVP and CFO United States Steel Corporation | 2 | | | Lizanne M. Bruce | 2021 | Chair, Management Development and Compensation Committee Nominating and Corporate Governance Committee | Former Chief Human Resources Officer Kimberly-Clark Corporation Former Principal and Consultant Liz Gottung LLC | 1 | | | Jeanmarie Desmond | 2021 | Chair, Audit Committee Nominating and Corporate Governance Committee | Former EVP and CFO DuPont de Nemours, Inc. | 2 |

  6. Proxy Statement 2026 i

    Proxy Statement 2026 i

  7. Proxy Statement 2026 i

    | | Name | Director Since | Board Committees and Leadership | Professional Background | Other Public Company Boards (#) | | | Joia M. Johnson | 2021 | Management Development and Compensation Committee Nominating and Corporate Governance Committee | Former Chief Administrative Officer General Counsel and Corporate Secretary Hanesbrands Inc. | 3 | | | David Petratis | 2021 | Chairman of the Board Chair, Nominating and Corporate Governance Committee | Former CEO, President and Chairman Allegion plc | 2 | | | John V. Sims | 2026 | — | CEO and President Sylvamo Corporation | — | | | James P. Zallie | 2021 | Audit Committee | CEO, President and Chairman Ingredion Incorporated | 1 |

  8. Elect seven director nominees to our Board

    Elect seven director nominees to our Board Based upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated seven individuals — Christine S. Breves, Lizanne M. Bruce, Jeanmarie Desmond, Joia M. Johnson, David Petratis, John V. Sims and James P. Zallie — to be elected to serve on our Board for one year terms until the 2027 annual meeting of our shareowners and the date that a qualified successor has been elected, or until the director’s resignation, removal or death, if earlier. Each nominee has consented to being named as a nominee in this Proxy Statement and serving on the Board if elected. We do not know of any reason why any nominee would be unable to or would not serve as a director if elected. If, prior to the Annual Meeting, a nominee is unable or unwilling to serve, the shares represented by all valid proxies will be voted for the election of such other person as the Board may nominate. Alternatively, the Board may either let the vacancy stay unfilled until an appropriate candidate is identified or reduce its size. There are no family relationships among our director nominees and executive officers. All of our director nominees have served on the Board since our 2025 annual meeting of shareowners, except for John V. Sims. The Board appointed Mr. Sims a director effective January 1, 2026, the date that he became our Chief Executive Officer and President. Also effective January 1, 2026, the Board appointed David Petratis independent Chairman of the Board. More information about the director nominees is in the section of this Proxy Statement entitled “Executive Officers and Directors.”

  9. Elect seven director nominees to our Board

    | | The Board recommends that you vote FOR each nominee |

  10. 2025 Financial Highlights

    | Short-term 2025 Annual Incentive Plan | Long-term 2023 Long-term Incentive Plan | | Free Cash Flow(1) generation of $44 million | 3-Year Average Return on Invested Capital(1) 18.7% | | Adjusted EBITDA Margin(1) of 13.7(2)% | 3-Year Total Shareholder Return 10.3% 72nd percentile versus peers in relative TSR |

  11. Global Compensation Philosophy and 2025 Programs – Overview

    | Key Principles | | | Attract and inspire employees | • Attractive pay programs targeted at a competitive range (+/- 10%) of market median • Flexible approach to pay, as needed, to recruit and retain the right talent • Inclusive; offering short-term incentives to all employees | | Incentivize achievement of Sylvamo’s short- and long- term strategic goals | • Pay program design supports high performance culture, providing a balanced pay mix and pay for performance • Relevant performance goals that balance the current operating environment with future aspirations | | Support continued development of current and future leaders to facilitate succession strategy | • Robust performance management process to link rewards to employee contributions • Mechanisms to differentiate pay based on performance and potential | | Create a shareowner mindset amongst all employees | • Sensible and effective use of long-term equity incentives • Opportunity for all employees to share in the success of the company through participation in short-term incentives | | Actively governed by the MDCC | • Risk and reward appropriately balanced to support the organization’s risk profile and mitigate risky behavior • Discipline around internal and external pay equity analysis • Mindful of external stakeholder perspectives and global regulatory requirements |

  12. Global Compensation Philosophy and 2025 Programs – Overview

    | Element | Overview | | Target Total Direct Compensation (“TDC”) | Base salary effective as of March 1, 2025 and target values for the 2025 short- and long-term incentive plans were approved for the NEOs by the MDCC in February 2025. As part of the CEO succession plan, the MDCC approved in March: (i) an additional 2026 LTIP award for Mr. Sims, (ii) all TDC elements for Mr. Devlin and (iii) one-time restricted stock unit grants to Mr. Devlin, Mr. Davoli and Ms. Kalman. | | 2025 Annual Incentive Plan (“2025 AIP”) | Annual, cash-based plan rewards performance achievement against Free Cash Flow and Adjusted EBITDA Margin goals. | | 2025 Long-Term Incentive Plan (“2025 LTIP”) | Equity-based, multi-year plan rewards performance achievement against Absolute Return on Invested Capital (“ROIC”) and relative Total Shareholder Return (“rTSR”) goals for the performance- based restricted stock units and continued service with the Company for time-based restricted stock units. | | Other Plans | • Executive Severance Plan provides for cash severance and equity vesting treatment in change-in-control (“CIC”) and non-CIC termination scenarios. • Stock ownership and retention requirements. • Personal use of charter aircraft up to the Board-approved limit of $125,000 for the CEO through 2025. Mr. Sims, as the new CEO, does not intend to use this benefit beginning in 2026. • Standard medical and retirement plans. • Standard global mobility policy available to all employees (including NEOs, as applicable) on a mobility assignment. Mr. Davoli was covered by such policy during 2023, 2024 and 2025 and Ms. Kalman during 2025. |

  13. Compensation Policies and Practices

    | What we DO | What we DON’T DO | | ✓ Limit on Cash Severance. In a termination event not related to a CIC of the Company, severance is capped at two times the sum of base salary plus target AIP award for the CEO and one times base salary for NEOs. ✓ Cap on Change-in-Control Cash Benefits. In the event of a CIC, we cap cash severance at two and one-half times the sum of base salary plus target AIP award for the CEO and one and one-half (increased to two times in 2026) times the sum of base salary plus target AIP award for the other NEOs. ✓ Robust Equity Ownership and Retention Requirements. We require our executive officers (including our NEOs) to own Sylvamo shares equal to a multiple of base salary and to retain 50 percent of net (after-tax) vesting of equity until the ownership requirement is met. ✓ Clawback of Incentive Compensation. We will clawback AIP and LTIP performance-based awards in the event of certain financial restatements (as required by SEC and NYSE rules) and as directed by the MDCC for certain misconduct. ✓ Non-Competition and Non-Solicitation Agreements. We require our executive officers (including our NEOs) to enter into non-competition agreements and non-solicitation agreements, the violation of which may result in forfeiture and clawback of incentive compensation awards as well as ineligibility for the Executive Severance Plan benefits. ✓ Multiple Performance Metrics. We incorporate multiple performance metrics in our AIP and LTIP to promote balanced decision-making. ✓ Peer Groups. We use our Benchmarking Peer Group and general industry survey data to benchmark compensation and a separate peer group to compare our relative TSR. ✓ Annual Risk Assessment. The MDCC evaluates annually whether our compensation policies and practices are designed and administered with the appropriate balance of risk and reward in relation to our overall business strategy and do not encourage executives to take unnecessary or excessive risks that would be reasonably likely to have a material adverse effect on the Company. ✓ Annual Say on Pay Vote. We hold an annual advisory vote to solicit our shareowners’ feedback on our executive compensation program. ✓ Independent Chair of the Board. Beginning January 1, 2026, the Chair of the Board is independent from the Company. | ✓ No Employment Agreements with our U.S.-based NEOs. We do not have employment agreements that guarantee compensation or ongoing employment with any NEO based in the United States. ✓ No Arrangement with our NEOs for Single Trigger CIC Cash Benefits or Equity Vesting. In the event of a CIC, we require a double trigger before payment of cash severance or vesting equity awards. Cash severance is paid and equity vests only if there is a qualifying termination of employment within two years following the CIC. Equity awards vest only if replacement awards are not granted by acquiring company. ✓ No Active Defined Benefit Retirement Programs. Our NEOs participate in the same defined contribution plan as all of our U.S. based employees (and Mr. Davoli, for his time in Brazil, and Ms. Kalman participated in the same defined contribution plan as all Brazil based employees), with no additional contribution. Those who previously were employed by International Paper may have a benefit under its prior plan(s). ✓ No Repricing of Stock Options. In the event we grant stock options in the future, we will not reprice those under our plan. ✓ No Short Selling, Pledging or Hedging. Employees (including our NEOs) and Directors are not permitted to pledge Sylvamo securities as loan collateral, hold Sylvamo securities in margin accounts, or hedge or engage in monetization transactions of our securities. Additionally, our Section 16 Officers and directors are not permitted to short sell Sylvamo securities. ✓ No Excessive Perquisites. We offer limited perquisites to our NEOs. We cap our incremental expense for personal use by the CEO of Company chartered aircraft to a maximum of $125,000. Mr. Sims, our CEO since January 1, 2026, does not intend to use this benefit. ✓ No Tax Gross-Ups. We do not gross-up any NEO compensation to cover taxes, other than on mobility related expenses. |

  14. 2025 Target Total Direct Compensation Elements

    | Element | Overview | | Base Salary | • Fixed portion of compensation based on the responsibilities of each NEO’s position, experience level and individual performance. • Additional information can be found on page 38. | | Annual Incentive Plan (AIP) | • Rewards achievement of pre-established financial goals – Free Cash Flow (weighted 50%) and Adjusted EBITDA Margin (weighted 50%) for 2025. • Metrics link our NEOs’ short-term incentive to the foundation of Sylvamo’s financial discipline to deliver robust, resilient cash flow and focus on using our commercial and operational advantages to build a strong balance sheet and return cash to shareowners. • Additional information can be found beginning on page 38. | | Long-Term Incentive Plan (LTIP) | • LTIP balances retaining top talent and enhancing alignment with shareowner interest by utilizing a mix of 40% time-based restricted stock units (“RSUs”) and 60% performance-based restricted stock units (“PSUs”). • RSUs vest ratably over a three-year period and PSUs vest at the end of a three-year performance period based on Company performance in: • Absolute Return on Invested Capital weighted 50% and • Relative Total Shareholder Return weighted 50%. • Additional information can be found beginning on page 40. |

  15. Role of the Management Development and Compensation Committee

    | • | Our compensation benchmarking process, as well as the companies used for comparison (our Benchmarking Peer Group (“BPG”)) to ensure reasonableness and stability; |

  16. Role of the Management Development and Compensation Committee

    | • | Performance metrics, goals, and their respective weightings, as well as the companies against which we compare our relative performance; |

  17. Role of Compensation Consultants

    Role of Compensation Consultants The MDCC engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to serve as its independent, external compensation consultant. The MDCC relies on FW Cook to advise on its decision-making process and has sole authority to retain and terminate the relationship, as well as approve the terms of engagement, including fees. FW Cook works exclusively for the MDCC and provides no services to the Company other than services provided in the firm’s capacity as the MDCC’s consultant. Accordingly, the MDCC has determined the firm to be independent from the Company. FW Cook has attested in writing as to its independence from the Company. Company management utilizes Willis Towers Watson as its compensation consultant to advise on program design, provide and analyze benchmarking data and apprise management of evolving practices and trends.

  18. Role of Executive Compensation Benchmarking

    Role of Executive Compensation Benchmarking Each component of Target Total Direct Compensation is targeted at the median (50th percentile) of the applicable market data. Each NEO’s compensation may vary from market median based on factors such as:

  19. Role of Executive Compensation Benchmarking

    | • | Position scope and responsibilities, |

  20. Role of Executive Compensation Benchmarking

    | • | Experience and duration in his or her position, |

  21. Role of Executive Compensation Benchmarking

    | • | Individual performance, and |

  22. Role of Executive Compensation Benchmarking

    | • | Internal equity. |

  23. Role of Executive Compensation Benchmarking

    The MDCC used two reference points to develop the compensation levels for 2025:

  24. Role of Executive Compensation Benchmarking

    | 1 | Publicly available compensation data from 17 companies in our peer group, which we refer to as our BPG, |

  25. Role of Executive Compensation Benchmarking

    | 2 | Published industry survey data from the general industry survey administered by Willis Towers Watson and Equilar’s Top 25 Compensation Survey for companies with a revenue scope of $1- $5 Billion, based on our Company’s revenue size, adjusted to reflect revenue responsibility for each business role, as applicable. |

  26. Role of Executive Compensation Benchmarking

    The MDCC approved 17 companies for our BPG based on the following:

  27. Role of Executive Compensation Benchmarking

    | • | Similar operations, in terms of scale and industry, |

  28. Role of Executive Compensation Benchmarking

    | • | Business characteristics, including profitability, global scale and number of employees and |

  29. Role of Executive Compensation Benchmarking

    | • | Other characteristics such as geography, Institutional Shareholder Services peer companies, etc. |

  30. Role of Executive Compensation Benchmarking

    In September 2024, the following companies were selected as the BPG for competitive market comparisons on 2025 pay levels and plan design for our NEOs:

  31. Role of Executive Compensation Benchmarking

    | AptarGroup, Inc. | | Ashland Inc. | | Avient Corporation | | Clearwater Paper Corporation | | Graphic Packaging Holding Company | | Greif, Inc. | | H. B. Fuller Company | | Innospec Inc. | | Kaiser Aluminum Corporation |

  32. Role of Executive Compensation Benchmarking

    | Louisiana-Pacific Corporation | | Mativ Holdings, Inc. | | Mercer International Inc. | | O-I Glass, Inc. | | Packaging Corporation of America | | Sealed Air Corporation | | Silgan Holdings Inc. | | Sonoco Products Company |

  33. Short-Term Incentive

    Short-Term Incentive

  34. 2025 Annual Incentive Plan

    2025 Annual Incentive Plan The NEOs participated in the 2025 AIP, which is our annual, cash-based incentive plan designed to reward participants for strong cash generation through Free Cash Flow and delivering value through Adjusted EBITDA Margin. Performance objectives for the 2025 AIP were approved by the MDCC in February 2025. In 2025, Sylvamo faced a challenging business environment. Both price and mix were unfavorable due to the new tariff rules that impacted global trade flows, and various economic factors resulted in unrealized price increases in North America and Latin America and price erosion in Europe. In addition, volume was unfavorable due to the competitive environment and reliability challenges experienced earlier in the year at our mills and International Paper’s Riverdale mill, with which we had an offtake agreement to supply us with paper. As a result, actual performance achievement for Adjusted EBITDA Margin was below target performance, while Free Cash Flow failed to achieve threshold performance. In February 2026, the MDCC approved an Adjusted EBITDA Margin of 13.7%, which included an adjustment to add back $18 million in direct tariff impacts. This resulted in a weighted company performance achievement of 26.9% as shown in the chart below:

  35. 2025 Annual Incentive Plan

    | 2025 AIP Performance Metrics | Metric Weight | Threshold Performance(1) (Payout at 50%) | Target Performance Range (Payout at 100%) | Maximum Performance(2) (Payout at 200%) | Actual Performance Achieved | % of Target Award Earned | Weighted Company Performance Achievement | | Adjusted EBITDA Margin | 50% | 13.5% | 16.1% - 17.7% | 19.4% | 13.7%(3) | 53.8% | 26.9% | | Free Cash Flow ($ million) | 50% | $150 | $190 - $210 | $240 | $44 | 0% | 0% | | Total | 100% | | | | | | 26.9% |

  36. 2025 Annual Incentive Plan

    (1) Threshold is defined for: (1) Adjusted EBITDA Margin as 80% of Target and (2) Free Cash Flow as 75% of Target. (2) Maximum is defined for: (1) Adjusted EBITDA Margin as 115% of Target and (2) Free Cash Flow as 120% of Target. (3) Adjusted to add back $18 million in direct tariff impacts. 2025 AIP target awards, expressed as a percentage of base salary, were approved by the MDCC for our NEOs in February 2025, except for Mr. Devlin. In March 2025, the MDCC approved an increase for Mr. Sims as SVP, COO and the TDC elements for Mr. Devlin effective May 1, 2025, upon his joining the Company as CFO. In December 2025, the Board approved the TDC elements for Mr. Sims as CEO and President. The 2025 AIP targets reflect an increase over prior year based on the competitive market analysis (refer to page 36). In February 2026, the MDCC, and the Board for both CEOs, approved individual performance achievement as shown below for each of the NEOs. Mr. Davoli’s payout recognizes his accomplishments leading our North America business, including outperforming industry shipments, optimizing supply chain and achieving meaningful savings, and achieving above target commercial performance. Ms. Kalman’s payout reflects a strong strategic response to market volatility, offset by lack of operational improvement. The table below shows the 2025 AIP target awards, together with the payout amounts approved in February 2026 by the MDCC (or by the Board for our CEOs) for our NEOs:

  37. 2025 Annual Incentive Plan

    | | AIP Target (as % of Base Salary) | 2025 AIP Target | Company Performance Achievement | Individual Performance Modifier | 2025 AIP Earned Award | | Jean-Michel Ribiéras | 125% | $1,468,800 | 26.9% | 100% | $395,100 | | Donald P. Devlin(1) | 75% | $270,000 | 26.9% | 100% | $72,600 | | John V. Sims(2) | 80% | $546,700 | 26.9% | 100% | $147,100 | | Matthew L. Barron | 65% | $344,500 | 26.9% | 100% | $92,700 | | Rodrigo Davoli | 65% | $308,800 | 26.9% | 115% | $95,600 | | Tatiana Kalman(3) | 65% | $248,500 | 26.9% | 95% | $63,500 |

  38. 2025 Annual Incentive Plan

    (1) Mr. Devlin joined Sylvamo on May 1, 2025. Accordingly, his full year 2025 AIP target of $405,000 was prorated for the period May – December 2025. (2) Mr. Sims’ 2025 AIP target was prorated to reflect his transition from SVP, CFO to SVP, COO effective May 1, 2025. (3) Ms. Kalman is paid in her local currency of Brazilian Real; amounts shown above were converted using 1 BRL = 0.1813 USD.

  39. Long-Term Incentive

    Long-Term Incentive

  40. 2025 Long-Term Incentive Plan

    2025 Long-Term Incentive Plan The NEOs participated in the 2025 LTIP, which is our long-term, equity-based incentive plan earned over a multi-year period. Grants under the 2025 LTIP for each of our NEOs were approved at the MDCC’s meeting in February and March 2025, which consisted of a mix of 60% PSUs and 40% RSUs to provide a balance between performance and retention. *Relative to the S&P 600 Small Cap Materials Index of companies as of February 1, 2025 The 2025 PSUs vest based on the achievement of three-year average Absolute ROIC and rTSR(1). These metrics are aligned with our Company’s vision of being the Investment of Choice. The PSUs will be settled March 1, 2028, after completion of the three-year performance period based on Company performance against these metrics. If our TSR is negative over the performance period, performance achievement for the rTSR portion of the PSUs is capped at 100%. The 2025 RSUs reward commitment to service and benefit from long-term stock appreciation. The RSUs vest and are settled in equal, one-third installments on March 1 of each year over the three-year vesting period following the grant date. Unvested RSUs and PSUs accrue dividend equivalent units (“DEUs”) when dividends are paid to our shareowners. DEUs are subject to the same terms and conditions as the underlying award. The aggregate grant date fair value of the 2025 LTIP awards to our NEOs is shown in the Summary Compensation Table on page 46, and the number of units underlying the awards are shown in the Grants of Plan-Based Awards table on page 48. (1) Relative Total Shareholder Return (rTSR) for the 2025 LTIP is calculated by ranking the Company’s TSR against the TSR of each company in the TSR Peer Group (companies in the S&P 600 Small Cap Materials Index as of February 1, 2025). TSR means the change in the Company’s common stock price during the performance period (January 1, 2025 – December 31, 2027) plus the impact of any dividends paid and reinvested during the performance period. For all TSR Peer Group members, the beginning stock price will be established based on the average closing price of the 10 trading days immediately following and including January 1, 2025, and the ending stock price will be established based on the average closing price of the 10 trading days immediately preceding and including the end of the three-year performance period. The same methodology was used to calculate the Company’s TSR and the TSR of the companies in the TSR Peer Group.

  41. 2023 Long-Term Incentive Plan PSU Performance Achievement

    2023 Long-Term Incentive Plan PSU Performance Achievement The NEOs participated in the 2023 LTIP, except for Mr. Devlin and Ms. Kalman as they joined the company after the 2023 LTIP grant date. The 2023 LTIP was awarded 40% in RSUs and 60% in PSUs. The RSU portion vested ratably over three years. The PSU portion of the award was designed to reward participants for strong ROIC and rTSR performance. Performance objectives for the 2023 LTIP were approved by the MDCC in February 2023. The three-year performance period for the 2023 LTIP PSU award ended December 31, 2025. The chart below describes the performance achievement for the 2023 LTIP PSUs:

  42. 2023 Long-Term Incentive Plan PSU Performance Achievement

    | 2023 LTIP PSU Performance Metrics | Metric Weight | Threshold Performance (Payout at 50%) | Target Performance (Payout at 100%) | Maximum Performance (Payout at 200%) | Actual Performance Achieved | % of Award Earned | Weighted Company Performance Achievement | | Absolute ROIC(1) | 50% | 21.76% | 27.20% | 32.64% | 18.7% | 0.0% | 0.0% | | Relative Total Shareholder Return(2) | 50% | Below 25th Percentile = 0% 25th Percentile = 25% 50th Percentile = 100% At or above 75th Percentile = 200% | | | 72nd Percentile (9 of 30) | 189.66% | 94.83% | | Total | 100% | | | | | | 94.83% |

  43. 2023 Long-Term Incentive Plan PSU Performance Achievement

    (1) For ROIC, the threshold is defined as 80% of Target and the maximum as 120% of Target. (2) Relative Total Shareholder Return (rTSR) for the 2023 LTIP is calculated by ranking the Company’s TSR against the TSR of each company in the TSR Peer Group (companies in the S&P 600 Small Cap Materials Index as of February 1, 2023). TSR means the change in the Company’s common stock price during the performance period (January 1, 2023 – December 31, 2025) plus the impact of any dividends paid and reinvested during the performance period. For all TSR Peer Group members, the beginning stock price will be established based on the average closing price of the 30 trading days immediately following and including January 1, 2023, and the ending stock price will be established based on the average closing price of the 30 trading days immediately preceding and including the end of the three-year performance period. The same methodology was used to calculate the Company’s TSR and the TSR of the companies in the TSR Peer Group. In the event the company’s TSR is negative, the TSR portion of the award will be capped at 100%.

  44. Executive Severance Plan (CIC and Non-CIC)

    Executive Severance Plan (CIC and Non-CIC) The NEOs are eligible to receive a benefit under the Executive Severance Plan (“ESP”), which provides consistent severance payments and benefits to all of our executive officers (including the NEOs) in the event of a termination of employment: (i) by Sylvamo for reasons other than death, disability or for cause as defined in the ESP; or (ii) by the executive for good reason as defined in the ESP (each, a “Qualifying Termination”). Upon a Qualifying Termination that occurs within two years following a change in control of the Company, the severance benefit for an NEO in 2025 would have been equal to one and one-half times (increased to two times in 2026), or in the case of the CEO two and one-half times, the sum of annual base salary and target AIP award, payable in a lump sum. In addition, the pro-rata portion of the current year AIP award would be paid at target levels. Upon a Qualifying Termination that is not related to a change in control, the NEO would be entitled to severance equal to his or her annual base salary payable in a lump sum, or in the case of the CEO two times the sum of annual base salary plus target AIP award. The ESP also provides for continuation of group health care coverage at active employee rates for a period of up to 18 months (or up to one year for an executive other than the CEO terminated not in connection with a change in control), plus certain outplacement benefits. As a condition to receive benefits under the ESP, participants, including the NEOs, have agreed to a one-year post-termination non-compete and employee and client/customer non-solicit covenant, a perpetual confidentiality covenant and a perpetual non-disparagement covenant. We believe these potential benefits align executive and shareowner interests by enabling our NEOs and other executive officers to focus on the interests of shareowners and other constituents when considering a potential change in control, without undue concern for their own financial and employment security. No benefits are provided upon a change in control alone (i.e., without also experiencing an accompanying termination) so long as the acquiring company provides replacement awards as substitution for outstanding equity awards. Moreover, in no event will the Company gross up or pay for excise taxes relating to any change in control benefits. For more detail on these change in control agreements and benefits, see “Post-Employment Termination Benefits.” Mr. Davoli’s Long-Term Assignment to the U.S. We relocated Mr. Davoli to the U.S. in June 2023 in connection with his transition to SVP and General Manager, North America. To facilitate the transition, the MDCC approved relocation expenses, tax services and certain benefits including housing allowance, education for children, return trips to Brazil and a company car for a 2-year duration. The total payment made in 2025 for such benefits was $102,221. These payments are disclosed in the Summary Compensation Table on page 46.

  45. Clawback and Forfeiture of Incentive Awards

    Clawback and Forfeiture of Incentive Awards In July 2023 , the MDCC approved the Sylvamo Corporation Clawback Policy (“Clawback Policy”), which is designed to comply with the NYSE listing standards implementing the SEC’s compensation recoupment rules. Under our Clawback Policy, we will recover certain incentive compensation in the event of an accounting restatement as defined in the policy. We will also recover amounts as directed by the MDCC in the event of misconduct as defined in the Clawback Policy. Awards under the AIP may be subject to a clawback if, during employment or within 90 days after termination, the employee engages in an act detrimental to the business interest or reputation of the Company or any act determined to be a deliberate disregard of the Company’s rules, or violation of a restrictive covenant. Beginning in 2023, equity awards granted to our executive officers (including the NEOs) under the LTIP within a three-year look-back period may be subject to a clawback in the event such executive officer violates the Company’s Code of Conduct or a restrictive covenant. In addition, outstanding AIP and LTIP awards are subject to forfeiture in the event of an accounting restatement or misconduct.

  46. Prohibition on Repricing; No Stock Option Grants

    Prohibition on Repricing; No Stock Option Grants We do not backdate or reprice equity grants. Our incentive compensation plan provides that stock options may not be repriced, directly or indirectly, without the prior consent of the Company’s shareowners. We currently do not offer stock options.

  47. Equity Grant Timing

    Equity Grant Timing The Company does not have any program, plan or practice to time, and has not timed, equity grants to coordinate with the release of material non-public information. Annual equity grants under the LTIP are approved at the MDCC’s meeting in February. RSUs are granted from time to time by our Senior Vice President and Chief People Officer (as delegated by the Board) within parameters approved by the MDCC and may be granted on the first day of any month. Having predetermined grant dates minimizes any concern that grant dates could be selectively chosen based upon market price at any given time.

  48. Summary Compensation Table

    Summary Compensation Table The table below sets forth information related to the total compensation earned by or paid to our NEOs for the period January 1, 2025 through December 31, 2025. The positions referenced in the table below are the positions each NEO served during such period.

  49. Summary Compensation Table

    | Name and Principal Position | Year(1) | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5)(6) | Total | | Jean-Michel Ribiéras (7) | | | | | | | | | | Chief Executive Officer and Chairman of the Board through December 31, 2025 | 2025 | 1,166,667 | — | 5,445,275 | 395,100 | — | 678,830 | 7,685,872 | | | 2024 | 1,125,000 | — | 4,771,843 | 2,163,800 | — | 332,199 | 8,392,842 | | | 2023 | 1,110,000 | — | 4,179,676 | 972,100 | 123,744 | 425,914 | 6,811,434 | | Donald P. Devlin (7) | | | | | | | | | | Senior Vice President— Chief Financial Officer beginning May 1, 2025 | 2025 | 360,000 | — | 1,664,815 | 72,600 | — | 30,798 | 2,128,213 | | John V. Sims (7) | | | | | | | | | | Senior Vice President—Chief Financial Officer through April 30, 2025; Senior Vice President—Chief Operating Officer from May 1 to December 31, 2025 | 2025 | 679,167 | — | 1,644,470 | 147,100 | — | 204,467 | 2,675,204 | | | 2024 | 625,000 | — | 1,342,136 | 801,500 | — | 121,846 | 2,890,482 | | | 2023 | 620,021 | — | 1,306,167 | 360,100 | 197,677 | 153,778 | 2,637,743 | | Matthew L. Barron | | | | | | | | | | Senior Vice President— Chief Administrative and Legal Officer | 2025 | 525,667 | — | 1,051,006 | 92,700 | — | 100,652 | 1,770,025 | | | 2024 | 500,000 | — | 1,073,690 | 477,300 | — | 73,885 | 2,124,875 | | | 2023 | 472,450 | — | 679,251 | 224,700 | — | 93,335 | 1,469,736 | | Rodrigo Davoli (8) | | | | | | | | | | Senior Vice President— General Manager, North America | 2025 | 467,500 | — | 1,337,030 | 95,600 | — | 148,161 | 2,048,291 | | | 2024 | 430,000 | — | 532,742 | 488,800 | — | 331,207 | 1,782,749 | | | 2023 | 395,840 | — | 397,094 | 190,100 | — | 491,391 | 1,474,425 | | Tatiana Kalman (9) | | | | | | | | | | Senior Vice President— General Manager, Latin America | 2025 | 372,542 | — | 929,741 | 63,500 | — | 129,213 | 1,494,996 |

  50. Summary Compensation Table

    (1) The periods reported include fiscal 2025, 2024 and 2023. Mr. Devlin and Ms. Kalman were not NEOs in 2024 and 2023. (2) The amounts shown in this column reflect the grant date fair value computed in accordance with FASB ASC Topic 718 of the: (i) 2025 LTIP grant of restricted stock units and performance stock units to Messrs. Ribiéras, Devlin, Sims, Barron and Davoli and Ms. Kalman on March 1, 2025, (ii) 2025 LTIP grant of restricted stock units and performance stock units to Messrs. Sims and Devlin on June 1, 2025 and (iii) 2025 grant of one-time restricted stock units to Mr. Devlin, Mr. Davoli and Ms. Kalman on June 1, 2025. A discussion of the assumptions used in calculating these values for the 2025 fiscal year may be found in Note 14 to our audited consolidated financial statements included in the Company’s Form 10-K for the fiscal year-ended December 31, 2025. The aggregate grant date fair value of the performance share units provided in the 2025 LTIP to Messrs. Ribiéras, Devlin, Sims, Barron and Davoli and Ms. Kalman, assuming that the highest level of performance would be achieved, is $6,848,516; $1,362,854; $2,063,285; $1,321,903; $876,664; and $609,714; respectively. (3) The amounts shown in this column represent the amount earned under the AIP based on Company and individual performance during the period shown, which is paid in February of the following year. The amount shown for Mr. Davoli in 2023 includes amounts earned through June 30, 2023 while SVP and General Manager Latin America, which were denominated in Brazilian Real; the Brazilian Real values were converted using the December 29, 2023 foreign exchange rate of 1 BRL = 0.2061 USD for purposes of this disclosure. The amount shown for Ms. Kalman in 2025 was denominated in Brazilian Real; the Brazilian Real values were converted using the December 31, 2025 foreign exchange rate of 1 BRL = 0.1813 USD for purposes of this disclosure. (4) The amounts shown in this column represent the change in accruals under our Retirement Plan and Pension Restoration Plan as shown in the “Pension Benefits” table. Importantly, the change in pension value is not currently paid to an executive as compensation but is a measurement of the change in value of the pension from January 1 to the end of the respective fiscal year. Changes in pension value arise from, among other things, the impact of changes in assumptions from the prior measurement date including changes in the discount rate and mortality rates. The discount rate used is the same as the rate used by the Company for financial statement disclosure as of the end of the fiscal year. This rate, which decreased by 10 basis points from the beginning of the measurement period, is based on economic conditions at year end. The change in present value for Mr. Ribiéras was ($23,710) and Mr. Sims was ($29,439). Messrs. Devlin, Barron, and Davoli and Ms. Kalman do not participate in our Retirement Plan or Pension Restoration Plan. Note the present value of Retirement Plan and Pension Restoration Plan benefits may increase in the future if interest rates decline. The NEOs do not receive “preferential or above market” earnings on non-qualified deferred compensation. Accordingly, there is no amount included in this column for this type of earnings credit. (5) A breakdown of the “All Other Compensation” amounts for 2025 is shown in the following table:

  51. Summary Compensation Table

    | Name | Retirement Savings Account Contributions ($)(a) | Company Matching Contribution ($)(b) | Group Life Insurance ($)(c) | Company Matching Gift ($)(d) | Personal Use of Charter Aircraft ($)(e) | Company Car ($)(f) | Amounts Related to Relocation ($)(g) | Other ($)(h) | Total ($)(i) | | Jean-Michel Ribiéras | 199,828 | 159,862 | 4,512 | 5,000 | 169,628 | — | — | 140,000 | 678,830 | | Donald P. Devlin | 21,600 | 7,980 | 1,218 | — | — | — | — | — | 30,798 | | John V. Sims | 120,340 | 71,072 | 3,055 | 10,000 | — | — | — | — | 204,467 | | Matthew L. Barron | 50,148 | 48,142 | 2,362 | — | — | — | — | — | 100,652 | | Rodrigo Davoli | 38,252 | 6,118 | 1,570 | — | — | 17,076 | 85,145 | — | 148,161 | | Tatiana Kalman | 28,171 | — | 2,193 | — | — | 71,698 | 27,151 | — | 129,213 |

  52. Summary Compensation Table

    (a) The amounts shown in this column represent the Retirement Savings Account contributions made by the Company to the NEO’s, except for Ms. Kalman, account in the Sylvamo Savings Plan and Deferred Compensation Savings Plan, as shown in the “Non-Qualified Deferred Compensation Plan” table. The contribution amount is equal to a percentage of eligible compensation, based on the NEO’s age at the date the contribution is made. For Ms. Kalman, the amount shown represents the company’s contribution to the Brazilian Previp Savings Plan, where the contribution amount is equal to a percentage of eligible compensation and tenure. (b) The amounts shown in this column represent the Company match to the NEO’s, except for Ms. Kalman, contribution to the Sylvamo Savings Plan and Deferred Compensation Savings Plan, as shown in the “Non-Qualified Deferred Compensation Plan” table. (c) The amounts shown in this column represent the Company’s annual premium payment for the NEO’s group life and additional death and disability insurance benefit. (d) The amounts shown in this column represent the Company’s match of each NEO’s donations to various charitable organizations that qualify per our Grants and Giving Guidelines (50-percent match). (e) The amount shown in this column represents the incremental cost to the Company of Mr. Ribiéras’ personal use of chartered aircraft during the fiscal year. For purposes of our travel policy’s annual cap of $125,000 on personal aircraft use, we track travel based on a 12-month period set forth in IRS regulations that is not aligned with our fiscal year. As a result, actual personal use for travel during the fiscal year may exceed $125,000, as it did in 2025. (f) The amount shown in this column represents the cost of a company car provided to Mr. Davoli as part of his long-term assignment to the US as described on page 42 and to Ms. Kalman, as this is a common benefit provided to executives in Brazil. (g) The amount in this column represents expenses related to Mr. Davoli’s relocation to the U.S. in mid-2023, with associated costs continuing into 2025. The costs in 2025 include $41,400 in housing, $16,187 in travel related expenses, and $27,558 in taxes and gross-ups. For Ms. Kalman, the amount represents expenses related to her new hire agreement from mid-2023 as described on page 42, with associated costs continuing into 2025. The costs in 2025 include $27,151 in educational expenses. (h) The amount shown in this column represents the special vacation that was paid to Mr. Ribiéras upon his retirement, which is calculated as a percentage of base salary based on years of service. (i) The amounts shown in this column represent the sum of columns (a) through (h). (6) The amounts shown for 2023 and 2024 “All Other Compensation” have been revised to reflect personal use of chartered aircraft during our 2023 and 2024 fiscal years, respectively. In prior proxy statements, for 2023 and 2024 we disclosed higher compensation amounts in the corresponding table based on the 12-month period set forth in applicable IRS regulations, which as noted is not aligned with our fiscal year. The difference between the prior years’ and above disclosure is for: 2023 ($14,154) and 2024 ($34,016). (7) Mr. Ribiéras was our Chief Executive Officer and Chairman of the Board through December 31, 2025 (Principal Executive Officer). Mr. Devlin has been our Senior Vice President—Chief Financial Officer (Principal Financial Officer) since May 1, 2025. Mr. Devlin was not employed by the Company prior to May 1, 2025. Mr. Sims was our Senior Vice President—Chief Financial Officer (Principal Financial Officer) through April 30, 2025, and Senior Vice President—Chief Operating Officer from May 1, 2025 through December 31, 2025. Mr. Sims has been our Chief Executive Officer and President since January 1, 2026. (8) Mr. Davoli’s salary and AIP for the period January 1, 2023 to June 30, 2023 were denominated in his local currency of Brazilian Real. Upon his relocation to the U.S. in July 2023 his salary and associated AIP Target were denominated in U.S. Dollars. The Brazilian amounts were converted to U.S. dollars using the December 29, 2023 foreign exchange rate of 1 BRL = 0.2061 USD for the purposes of this disclosure. (9) Ms. Kalman’s salary and AIP for 2025 were denominated in her local currency of Brazilian Real. The Brazilian Real amounts were converted using the December 31, 2025 foreign exchange rate of 1 BRL = 0.1813 USD for purposes of this disclosure.

  53. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below shows payout ranges for our NEOs under the 2025 AIP, 2025 LTIP and one-time restricted stock unit grants made to certain of our NEOs, as described in our CD&A. There were no other plan-based cash or equity awards granted to our NEOs in 2025.

  54. Grants of Plan-Based Awards

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All other Stock Awards: Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | Total Grant Date Fair Value of Stock and Option Awards ($) | | Name | | Grant Date | MDCC Action Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | Jean-Michel Ribiéras | | | | | | | | | | | | | | | AIP | | | 367,200 | 1,468,800 | 2,937,600 | | | | | | | | | PSUs | 3/1/2025 | 2/20/2025 | | | | 2,665 | 42,638 | 85,276 | | 3,424,257 | | | | RSUs | 3/1/2025 | 2/20/2025 | | | | | | | 28,425 | 2,021,018 | | | | | | | | | | | | | | | 5,445,275 | | Donald P. Devlin | | | | | | | | | | | | | | | AIP | | | 67,500 | 270,000 | 540,000 | | | | | | | | | PSUs | 6/1/2025 | 3/20/2025 | | | | 838 | 13,406 | 26,812 | | 681,427 | | | | RSUs | 6/1/2025 | 3/20/2025 | | | | | | | 18,565 | 983,388 | | | | | | | | | | | | | | | 1,664,815 | | John V. Sims | | | | | | | | | | | | | | | AIP | | | 136,675 | 546,700 | 1,093,400 | | | | | | | | | PSUs | 3/1/2025 | 2/19/2025 | | | | 773 | 12,366 | 24,732 | | 993,113 | | | | PSUs | 6/1/2025 | 3/20/2025 | | | | 47 | 758 | 1,516 | | 38,530 | | | | RSUs | 3/1/2025 | 2/19/2025 | | | | | | | 8,243 | 586,077 | | | | RSUs | 6/1/2025 | 3/20/2025 | | | | | | | 505 | 26,750 | | | | | | | | | | | | | | | 1,644,470 | | Matthew L. Barron | | | | | | | | | | | | | | | AIP | | | 86,125 | 344,500 | 689,000 | | | | | | | | | PSUs | 3/1/2025 | 2/19/2025 | | | | 514 | 8,230 | 16,460 | | 660,951 | | | | RSUs | 3/1/2025 | 2/19/2025 | | | | | | | 5,486 | 390,055 | | | | | | | | | | | | | | | 1,051,006 |

  55. Grants of Plan-Based Awards

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All other Stock Awards: Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | Total Grant Date Fair Value of Stock and Option Awards ($) | | Name | | Grant Date | MDCC Action Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | Rodrigo Davoli | | | | | | | | | | | | | | | AIP | | | 77,200 | 308,800 | 617,600 | | | | | | | | | PSUs | 3/1/2025 | 2/19/2025 | | | | 341 | 5,458 | 10,916 | | 438,331 | | | | RSUs | 3/1/2025 | 2/19/2025 | | | | | | | 3,638 | 258,662 | | | | RSUs | 6/1/2025 | 3/20/2025 | | | | | | | 12,083 | 640,037 | | | | | | | | | | | | | | | 1,337,030 | | Tatiana Kalman | | | | | | | | | | | | | | | AIP | | | 62,125 | 248,500 | 497,000 | | | | | | | | | PSUs | 3/1/2025 | 2/19/2025 | | | | 237 | 3,796 | 7,592 | | 304,857 | | | | RSUs | 3/1/2025 | 2/19/2025 | | | | | | | 2,530 | 179,883 | | | | RSUs | 6/1/2025 | 3/20/2025 | | | | | | | 8,401 | 445,001 | | | | | | | | | | | | | | | 929,741 |

  56. Grants of Plan-Based Awards

    (1) The MDCC (or the Board for our CEO) approved the 2025 LTIP grant at its February 2025 meeting. In addition, in March 2025, the MDCC as part of its CEO succession plan approved: (i) an additional grant under the 2025 LTIP for Mr. Sims upon his promotion to COO, (ii) a 2025 LTIP grant for Mr. Devlin as part of his new hire offer as CFO and (iii) one-time restricted stock unit grant for Messrs. Devlin and Davoli and Ms. Kalman. (2) The amounts in these columns reflect the: (i) threshold, which is the amount that would have been paid under the 2025 AIP if the Company had achieved only the minimum performance level required in one of the following performance metrics: Adjusted EBITDA Margin or Free Cash Flow (for example, since absolute Adjusted EBITDA Margin is weighted at 50 percent, a threshold payout at 50 percent would result in weighted performance achievement of 25 percent (or 50 percent of 50 percent)), (ii) target and (iii) maximum payouts (200 percent) under the 2025 AIP. The actual amount paid is shown in the Summary Compensation Table. Minimum performance in at least one objective is required to receive an AIP award payout. (3) The amounts in these columns reflect the: (i) threshold, which is the amount that would have been paid for the PSUs granted under the 2025 LTIP if the Company had achieved only the minimum performance level required in one of the following performance metrics: Absolute ROIC or rTSR. For example, since rTSR is weighted at 50 percent, a threshold payout at 25 percent would result in weighted performance achievement of 12.5 percent (or 50 percent of 25 percent). Minimum performance in at least one objective is required to earn a payout under the PSU portion. Maximum performance under the PSU portion is 200 percent. (4) The amounts shown in these columns reflect: (i) the time-based RSU portion of the 2025 LTIP grants, which vest ratably over a three-year period beginning March 1, 2026 and (ii) the one-time restricted stock unit grants to Mr. Devlin, whose award vests ratably over three years beginning June 1, 2026, and to Mr. Davoli and Ms. Kalman, whose awards vest on June 1, 2028. Dividend equivalent units that were awarded during the year were excluded from this column. (5) The amounts shown in this column reflect the grant date fair value of the time-based restricted stock units or the performance- based restricted stock units associated with the 2025 LTIP grant and the one-time restricted stock unit grants to Messrs. Devlin and Davoli and to Ms. Kalman referred to above. Dividend equivalent units that were awarded during the year were excluded from this column. Further detail is provided in the narrative following this table.

  57. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table Awards under our non-equity, cash-based plan (Annual Incentive Plan (“AIP”)) and our equity-based plan (Long-Term Incentive Plan (“LTIP”)) are described in our Compensation Discussion & Analysis. Actual amounts paid, if any, under these incentive programs will be based on Company performance in pre-established performance metrics at the end of the performance period. Actual amounts paid, if any, under the LTIP will increase as a result of dividend equivalent units that accrue on unvested grants if dividends are declared for shareowners during the performance period. Dividend equivalent units are subject to the same terms and conditions as the underlying award. Both AIP and equity awards may be forfeited in the event of certain misconduct or in the event of a financial restatement. RSUs awarded under the LTIP will be pro-rated based on service in the event of death, disability, severance or retirement. PSUs awarded under the LTIP will be pro-rated based on service and paid based on target performance in the event of death or disability. In other termination scenarios (other than for cause), PSUs will be pro-rated based on service and paid at actual Company performance at the end of the performance period. One-time restricted stock awards will fully vest in the event of death or disability and will forfeit in all other termination scenarios.

  58. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table shows the outstanding equity awards, including accrued dividend equivalents units held by our NEOs as of December 31, 2025.

  59. Outstanding Equity Awards at Fiscal Year End

    | | Stock Awards | | | | | | | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Jean-Michel Ribiéras | 3/1/2023 | 10,236 | 492,863 | | | | | 3/1/2023 | 47,908 | 2,306,770 | | | | | 3/1/2024 | 9,331 | 449,288 | | | | | 3/1/2024 | | | 33,280 | 1,602,432 | | | 3/1/2025 | 8,115 | 390,737 | | | | | 3/1/2025 | | | 4,833 | 232,709 | | Donald P. Devlin | 6/1/2025 | 18,940 | 911,961 | | | | | 6/1/2025 | | | 5,129 | 246,961 | | John V. Sims | 3/1/2023 | 3,819 | 183,885 | | | | | 3/1/2023 | 14,972 | 720,902 | | | | | 3/1/2024 | 6,220 | 299,493 | | | | | 3/1/2024 | | | 14,467 | 696,586 | | | 3/1/2025 | 8,471 | 407,879 | | | | | 3/1/2025 | | | 4,767 | 229,531 | | | 6/1/2025 | 514 | 24,749 | | | | | 6/1/2025 | | | 291 | 14,012 | | Matthew L. Barron | 3/1/2023 | 1,986 | 95,626 | | | | | 3/1/2023 | 7,786 | 374,896 | | | | | 3/1/2024 | 4,976 | 239,594 | | | | | 3/1/2024 | | | 11,573 | 557,240 | | | 3/1/2025 | 5,639 | 271,518 | | | | | 3/1/2025 | | | 3,172 | 152,732 |

  60. Outstanding Equity Awards at Fiscal Year End

    | | Stock Awards | | | | | | | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Rodrigo Davoli | 3/1/2023 | 1,161 | 55,902 | | | | | 3/1/2023 | 4,552 | 219,179 | | | | | 3/1/2024 | 2,470 | 118,931 | | | | | 3/1/2024 | | | 5,743 | 276,525 | | | 3/1/2025 | 3,739 | 180,033 | | | | | 3/1/2025 | | | 2,104 | 101,308 | | | 6/1/2025 | 12,327 | 593,545 | | | | Tatiana Kalman | 7/1/2023 | 3,191 | 153,647 | | | | | 3/1/2024 | 1,798 | 86,574 | | | | | 3/1/2024 | | | 4,179 | 201,219 | | | 3/1/2025 | 2,599 | 125,142 | | | | | 3/1/2025 | | | 1,464 | 70,492 | | | 6/1/2025 | 8,570 | 412,646 | | |

  61. Outstanding Equity Awards at Fiscal Year End

    (1) These amounts represent the outstanding time-based restricted stock units granted under the: (i) 2023 LTIP on March 1, 2023, vesting ratably over three years beginning on March 1, 2024, (ii) 2024 LTIP on March 1, 2024, vesting ratably over three years beginning on March 1, 2025, (iii) 2025 LTIP on March 1, 2025, vesting ratably over three years beginning on March 1, 2026 and (iv) the June 1, 2025 grant of time-based restricted stock units granted to Mr. Devlin, Mr. Davoli and Ms. Kalman; plus the outstanding performance-based restricted stock units granted under the: (i) 2023 LTIP PSUs assuming actual performance achievement as of December 31, 2025 of zero percent for ROIC and 189.66 percent for rTSR, as the performance period ended December 31, 2025, as discussed on page 40. (2) The market value is calculated based on the closing price of our common stock on December 31, 2025, of $48.15. (3) These amounts represent the unearned PSUs outstanding under the 2024 and 2025 LTIP. For Mr. Ribiéras, this reflects the prorated units outstanding after his retirement on December 31, 2025. These awards will vest, based on Company performance, on March 1, 2027 and 2028, respectively. Units disclosed assume: (i) for the 2024 LTIP threshold performance of 50 percent for the ROIC portion as the prior fiscal year performance was below threshold and maximum performance of 200 percent for the rTSR portion, as prior year performance was in the top quartile, and (ii) for the 2025 LTIP threshold performance of 50 percent for the ROIC portion and threshold performance of 25 percent for the rTSR portion of the 2025 LTIP as cumulative performance to date in both metrics is below threshold performance. (4) The market value is calculated based on the number of unearned performance shares outstanding and the closing price of our common stock on December 31, 2025 of $48.15.

  62. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows information about vesting of RSUs and PSUs for each of the NEOs during fiscal 2025, including the value realized at vest. Sylvamo does not grant stock options.

  63. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired On Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Jean-Michel Ribiéras | 119,842 | 8,520,766 | | Donald P. Devlin | — | — | | John V. Sims | 37,666 | 2,678,053 | | Matthew L. Barron | 16,723 | 1,189,005 | | Rodrigo Davoli | 11,166 | 793,903 | | Tatiana Kalman | 3,980 | 282,978 |

  64. Option Exercises and Stock Vested

    (1) Amounts shown represent shares under the 2022 LTIP, 2023 LTIP and 2024 LTIP that vested on March 1, 2025, for all except Ms. Kalman. Ms. Kalman’s value represents shares under the 2024 LTIP and a one-time RSU granted July 1, 2023, all of which vested March 1, 2025. (2) Amounts shown represent the value of the vested shares based on our closing stock price on the date immediately preceding the vesting date of the award, which was $71.10 for the closing stock price on the trading day preceding the vest on March 1, 2025.

  65. Pension Benefits

    Pension Benefits The following table shows the present value of benefits payable to our NEOs under our Retirement Plan and Pension Restoration Plan at December 31, 2025. The change in present value of the accrued benefit is shown in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table for 2025. Messrs. Sims and Ribiéras are eligible for a benefit calculated under the Retirement Plan and the Pension Restoration Plan formula.

  66. Pension Benefits

    | Name | Plan Name | Number Of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | | Jean-Michel Ribiéras | Retirement Plan | 13.83 | 645,828 | | | Pension Restoration Plan | 13.83 | 1,870,718 | | | Total | | 2,516,546 | | Donald P. Devlin | Retirement Plan | — | — | | | Pension Restoration Plan | — | — | | | Total | | — | | John V. Sims | Retirement Plan | 24.58 | 1,166,614 | | | Pension Restoration Plan | 24.58 | 2,040,405 | | | Total | | 3,207,019 | | Matthew L. Barron | Retirement Plan | — | — | | | Pension Restoration Plan | — | — | | | Total | | — |

  67. Pension Benefits

    | Name | Plan Name | Number Of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | | Rodrigo Davoli | Retirement Plan | — | — | | | Pension Restoration Plan | — | — | | | Total | | — | | Tatiana Kalman | Retirement Plan | — | — | | | Pension Restoration Plan | — | — | | | Total | | — |

  68. Pension Benefits

    (1) In February 2014, International Paper’s MDCC approved changes to the Retirement Plan and Pension Restoration Plan such that credited service and compensation were capped effective December 31, 2018, for salaried employees, including Messrs. Ribiéras and Sims. For service after this date, employees affected by the freeze receive Retirement Savings Account contributions. Accordingly, this column represents years of service credited to each eligible NEO under the Retirement Plan and the Pension Restoration Plan, not years of service with the Company. (2) The calculation of the present value of accumulated benefits as of December 31, 2025, assumes a discount rate of 5.70 percent for annuity payments and deferral periods. The assumptions regarding the benefit commencement date are the same as described in footnote (1).

  69. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The following table shows contributions in 2025 by the Company and each of our NEOs to the DCSP, which is our non-qualified deferred compensation plan, and each NEO’s DCSP account balance as of December 31, 2025.

  70. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($)(3) | Aggregate Withdrawals/ Distributions in Last Fiscal Year ($) | Aggregate Balance at Last Fiscal Year End ($)(4) | | Jean-Michel Ribiéras | 288,255 | 321,890 | 537,833 | — | 4,900,722 | | Donald P. Devlin | — | 600 | — | — | 600 | | John V. Sims | 90,453 | 153,612 | 264,031 | — | 2,355,122 | | Matthew L. Barron | 52,237 | 63,991 | 66,186 | — | 563,082 | | Rodrigo Davoli | — | 24,252 | 5,100 | — | 40,431 | | Tatiana Kalman | — | — | — | — | — |

  71. Non-Qualified Deferred Compensation

    (1) These amounts are included in the “Salary” column of the Summary Compensation Table for 2025 for each NEO. (2) These amounts are included in the “All Other Compensation” column of the Summary Compensation Table for 2025 for each NEO. (3) These amounts are not included in the Summary Compensation Table because they are not “preferential or above market earnings”. (4) Of the amounts shown in this column, the following amounts were included in the “Salary” column of the Summary Compensation Table for the years as follows: Mr. Ribiéras: $826,465 was included for the periods of 2021-2025, Mr. Sims: $283,501 for 2021-2025 and for Mr. Barron: $148,349 for 2022-2025. Mr. Davoli did not participate in the DCSP in 2023 and had no employee contributions in 2024 or 2025. Mr. Devlin and Ms. Kalman did not participate in the DCSP in 2025. The DCSP allows participants to save for retirement by deferring up to 85% of eligible cash compensation, which includes base salary and AIP awards. Participants may contribute to the DCSP after deferring either the maximum pre-tax amount or total pre-tax and after-tax amount to the Sylvamo Savings Plan or after reaching the IRS compensation limit for that year. The Company credits matching contributions equal to 70% of the participant’s contributions up to 4% of compensation, plus 50% of contributions up to an additional 4% of compensation. The Company also credits Retirement Savings Account contributions to each NEO’s account. These contributions are equal to a percentage of eligible compensation based on the NEO’s age at the date the contribution is made. For 2025, NEO contribution amounts were as follows: Mr. Ribiéras contributed 9% of base salary, Mr. Sims contributed 8% of base salary, Mr. Barron contributed 8% of base salary, and Mr. Davoli contributed 0% of base salary. As a result of the varying contribution amounts, the actual amounts deferred and the Company’s resulting matching contribution will vary for each NEO. Participant contributions are credited with earnings (or losses) based on the participant’s choice of investment fund equivalents. Investment fund equivalents match the investment returns of the funds available in the Sylvamo Savings Plan. Investment elections may be changed daily subject to securities laws restrictions. Differences in earnings reported in the “Non-Qualified Deferred Compensation” table above are based on the individual participant’s investment elections. Participants are fully vested in their contributions at all times. Amounts contributed by the Company become vested upon completing three years of service, reaching age 65, death, disability, termination of employment as a result of the permanent closing of the participant’s facility, or eligibility for severance under the Salaried Employee Severance Plan. Participant accounts are divided into contribution accounts for amounts deferred prior to January 1, 2005, and contribution accounts for amounts deferred after January 1, 2005. Distributions of amounts contributed on or after January 1, 2005, may only be made in the event of termination of employment, death, disability or through an in-service distribution at a date elected during the initial enrollment period. Participants must elect their distribution form of payment in an initial deferral election, which may only be changed under a subsequent distribution election that meets the requirements under IRC Section 409A. In the event no election has been made, the participant will receive a lump sum form of payment. In-service withdrawals are limited to unforeseeable emergencies.

  72. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control

  73. Potential Payments Upon Death or Disability

    Potential Payments Upon Death or Disability The Company provides to our NEOs the following benefits in the event of termination due to death or disability, which are also available to all of our U.S. salaried employees. Upon reaching age 65, the disabled individual is covered under our retirement programs, if eligible, as described above. We provide long-term disability income benefit equal to 60 percent of base salary, up to a total payable benefit of $15,000 per month. The Company provides the same benefits to the beneficiary of an executive officer (including an NEO) upon death as are available to our U.S. salaried employees. In the event of an NEO’s termination due to disability or death, RSUs granted under the LTIP and one-time RSU program are prorated based upon the number of months the participant worked during the vesting period and are paid on the first day of the month following termination. The value of such prorated awards upon disability or death would be the same values shown below in the Vesting of Equity column in the Potential Payments Upon Retirement table.

  74. Potential Payments Upon Retirement, Involuntary and Qualifying Termination after Change in Control

    Potential Payments Upon Retirement, Involuntary and Qualifying Termination after Change in Control The following table presents the potential payments to our NEOs, assuming that they left the Company on December 31, 2025, under the following events:

  75. Potential Payments Upon Retirement, Involuntary and Qualifying Termination after Change in Control

    | | Lump Sum Severance Payment ($)(1) | 2025 AIP ($)(2) | Unused/ Earned Vacation Pay ($)(3) | Value of Continued Benefits ($)(4) | Vesting of Equity ($)(5) | TOTAL Pre-Tax Benefit ($) | Retirement Plan Annuity ($)(6) | Pension Restoration Plan Annuity ($)(6) | TOTAL Annuity ($)(6) | | Jean-Michel Ribiéras | | | | | | | | | | | Retirement | — | 395,100 | 285,615 | — | 5,876,563 | 6,557,278 | 54,546 | 157,998 | 212,544 | | Involuntary Termination without Cause | 5,287,600 | 395,100 | 285,615 | 104,407 | 5,876,563 | 11,949,285 | 54,546 | 157,998 | 212,544 | | Involuntary Termination with Cause | — | — | — | — | — | — | 54,546 | 157,998 | 212,544 | | Qualifying Termination after CIC | 7,962,180 | — | 285,615 | 104,407 | 5,876,563 | 14,228,765 | 54,546 | 157,998 | 212,544 | | Donald P. Devlin | | | | | | | | | | | Retirement | — | — | — | — | — | — | — | — | — | | Involuntary Termination without Cause | 540,000 | 72,600 | 56,077 | 94,139 | 241,809 | 1,004,625 | — | — | — | | Involuntary Termination with Cause | — | — | — | — | — | — | — | — | — | | Qualifying Termination after CIC | 1,822,500 | — | 56,077 | 103,709 | 1,570,460 | 3,552,746 | — | — | — | | John V. Sims | | | | | | | | | | | Retirement | — | 147,100 | 170,154 | — | 1,770,138 | 2,087,392 | 98,197 | 171,746 | 269,943 | | Involuntary Termination without Cause | 700,000 | 147,100 | 170,154 | 94,605 | 1,770,138 | 2,881,997 | 98,197 | 171,746 | 269,943 | | Involuntary Termination with Cause | — | — | — | — | — | — | 98,197 | 171,746 | 269,943 | | Qualifying Termination after CIC | 2,450,000 | — | 170,154 | 104,407 | 2,960,214 | 5,684,775 | 98,197 | 171,746 | 269,943 | | Matthew L. Barron | | | | | | | | | | | Retirement | — | — | — | — | — | — | — | — | — | | Involuntary Termination without Cause | 530,000 | 92,700 | 55,038 | 98,851 | 1,100,420 | 1,877,009 | — | — | — | | Involuntary Termination with Cause | — | — | — | — | — | — | — | — | — | | Qualifying Termination after CIC | 1,656,250 | — | 55,038 | 110,776 | 1,907,677 | 3,729,741 | — | — | — | | Rodrigo Davoli | | | | | | | | | | | Retirement | — | — | — | — | — | — | — | — | — | | Involuntary Termination without Cause | 475,000 | 95,600 | 58,462 | 99,498 | 622,242 | 1,350,802 | — | — | — | | Involuntary Termination with Cause | — | — | — | — | — | — | — | — | — | | Qualifying Termination after CIC | 1,484,500 | — | 58,462 | 111,748 | 1,698,491 | 3,353,201 | — | — | — | | Tatiana Kalman | | | | | | | | | | | Retirement | — | — | 57,354 | — | — | 57,354 | — | — | — | | Involuntary Termination without Cause | 382,362 | 63,500 | 68,825 | 89,703 | 238,920 | 843,310 | — | — | — | | Involuntary Termination with Cause | — | — | 43,016 | — | — | 43,016 | — | — | — | | Qualifying Termination after CIC | 1,194,793 | — | 68,825 | 97,054 | 1,139,518 | 2,500,190 | — | — | — |

  76. Potential Payments Upon Retirement, Involuntary and Qualifying Termination after Change in Control

    (1) The amounts shown in this column reflect estimated amounts under the Executive Severance Plan. The Company does not gross-up severance benefits. In the event of Involuntary Termination without Cause: For the CEO, the formula is two times the sum of (i) salary and (ii) target AIP for 2025. For all other NEOs, the formula is one times salary. In the event of a Qualifying Termination after CIC: For the CEO, this is two and a half times the sum of (i) base salary as of December 31, 2025, and (ii) target AIP for 2025. For all other NEOs, this is one and a half times the sum of (i) base salary and (ii) target AIP for 2025. Also included in this amount is the 2025 AIP target bonus. Mr. Ribiéras’ total parachute payments (specifically his severance amount) exceeded the IRC Section 280G imposed limit; as such his gross severance amount of $8,078,300 was reduced to the amount shown to provide the most favorable after-tax benefit. (2) The Amounts shown in this column reflect the AIP award earned for 2025. (3) Amounts shown in this column for all NEOs, except Ms. Kalman include (i) 2026 earned vacation pay, and (ii) special vacation pay upon retirement, which is a percentage of base salary based on years of service (as Messrs. Devlin, Davoli and Barron are not retirement eligible, their amounts do not include special vacation pay). For Ms. Kalman, these amounts were calculated in accordance with local Brazilian law and include vacation pay, and upon an Involuntary Termination without Cause or a Qualifying Termination after CIC, age indemnity pay as well. (4) Amounts shown in this column reflect: In the event of Involuntary Termination without Cause: the cost of (i) 18 months for the CEO and 12 months for all other NEOs of continued medical and dental under COBRA after the active employee rate has been paid by the NEO and (ii) executive outplacement services. In the event of a Qualifying Termination after CIC: the cost of (i) 18 months of continued medical and dental under COBRA after the active employee rate has been paid by the NEO and (ii) executive outplacement services. (5) Amounts shown in this column reflect: In the event of Retirement and Involuntary Termination without Cause: the dollar value, based on the closing price of our common stock on December 31, 2025 of $48.15, of the prorated portions of the outstanding time-based restricted stock units and performance-based restricted stock units granted under the LTIP (one-time grants of RSUs are forfeited unless due to death or long-term disability), assuming target Company performance. In the event of a Qualifying Termination after CIC: the dollar value, based on the closing price of our common stock on December 31, 2025 of $48.15, of the outstanding equity awards, assuming target performance for the performance-based units. For Mr. Ribiéras, this reflects the prorated awards outstanding after his retirement on December 31, 2025. (6) Amounts shown represent the annual single life annuity benefits payable from the tax-qualified Retirement Plan and the Pension Restoration Plan as of December 31, 2025 and the combined total. Messrs. Ribiéras and Sims are eligible for early retirement as of December 31, 2025. No amounts are shown for Messrs. Devlin, Davoli and Barron, nor Ms. Kalman, as they are not participants in the Retirement Plan and Pension Restoration Plan.

  77. Narrative to Potential Payments Upon Qualifying Termination

    Narrative to Potential Payments Upon Qualifying Termination The Company has an Executive Severance Plan (“ESP”) that provides severance payments and other benefits in the event of a qualifying termination. The ESP is only available to the U.S. based executive officers including the NEOs. For our non-U.S. based executive officers, benefits under the ESP are incorporated by reference in their local employment contracts.

  78. Qualifying Termination After Change in Control

    | • | Where replacement awards are provided in substitution for outstanding equity awards upon the change in control, all such replacement awards vest and become unrestricted. |

  79. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Item 402(u) of SEC Regulation S-K, we are providing the relationship of the annual total compensation of our Chairman and CEO as of December 31, 2025, Jean-Michel Ribiéras, to that of our median compensated employee. For fiscal 2025:

  80. CEO Pay Ratio

    | • | The annual total compensation of our median employee was $61,869; and |

  81. CEO Pay Ratio

    | • | The annual total compensation of our CEO, as reported in the Summary Compensation Table (see page 46), was $7,685,872. |

  82. CEO Pay Ratio

    The resulting ratio of annual total compensation for Mr. Ribiéras to the median employee was 124:1. To calculate the CEO pay ratio we used the following methodology and assumptions:

  83. CEO Pay Ratio

    | • | Utilized the global employee population as of November 1, 2025 (excluding the CEO), which included all full-time, part-time, temporary and seasonal employees, to select the median employee, |

  84. CEO Pay Ratio

    | • | Base salary/wages paid from January 1 through October 31, 2025, was used as the compensation measure to determine the median employee, and |

  85. CEO Pay Ratio

    | • | The annual total compensation of the median employee was determined using the same methodology as the total compensation of Mr. Ribiéras as provided in the Summary Compensation Table (see page 46) for 2025. |

  86. CEO Pay Ratio

    This pay ratio is an estimate calculated in a manner consistent with SEC rules based on the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. The MDCC designed our executive compensation program to link a majority of our NEOs’ realized compensation to achievement of Sylvamo’s financial, commercial and strategic goals, and to align executives’ interest with those of shareowners. The table below shows the total compensation for our NEOs for the past five years, the “compensation actually paid” to our CEO and, on an average basis, our other NEOs, our TSR, the TSR of the S&P Small Cap Materials Index, our net income and our financial performance measure for compensatory purposes, Free Cash Flow.

  87. CEO Pay Ratio

    | | | | | | Value of Initial Fixed $100 Investment Based on | | | | | Year (1) | Summary Compensation Table Total for CEO ($) (2)(3) | Compensation Actually Paid to CEO ($) (4) | Average Summary Compensation Table Total for Non-CEO NEOs ($) (5) | Average Compensation Actually Paid to Non- CEO NEOs ($) (4) | Total Shareholder Return | Peer Group Total Shareholder Return (6) | Net Income ($) (7) | Free Cash Flow ($) (8) | | 2025 | 7,685,872 | (4,832,408) | 2,023,346 | 714,512 | 160.01 | 134.73 | 132 | 44 | | 2024 | 8,392,842 | 15,883,111 | 2,072,926 | 3,382,827 | 254.22 | 117.63 | 302 | 248 | | 2023 | 6,811,434 | 8,298,121 | 1,759,174 | 1,988,885 | 154.36 | 116.45 | 253 | 294 | | 2022 | 6,961,579 | 9,935,515 | 1,808,233 | 2,451,556 | 148.12 | 97.06 | 118 | 332 | | 2021 | 3,621,135 | 3,557,687 | 1,043,829 | 1,026,713 | 84.52 | 103.35 | 62 | 117 |

  88. CEO Pay Ratio

    (1) On October 1, 2021, the Company spun off from International Paper and became a publicly traded company, as such we are reporting fiscal 2025, 2024, 2023, and 2022 and the period October 1, 2021 through December 31, 2021. (2) The amounts shown in this column represent the total compensation per the Summary Compensation Table (see page 46) for our CEO, Mr. Ribiéras, for the fiscal years 2025, 2024, 2023, 2022 and the period October 1, 2021 through December 31, 2021. (3) The amounts shown for 2022, 2023, and 2024 were revised in the Summary Compensation Table (see page 46) as part of “All Other Compensation” for the “Personal Use of Charter Aircraft” to reflect travel conducted during our 2022, 2023, and 2024 fiscal years, respectively. In prior proxy statements, for 2022, 2023, and 2024 we disclosed amounts in the “All Other Compensation” table based on the 12-month period used for IRS reporting. The above disclosure represents an increase over the prior disclosed amount of $51,384 for 2022 and a decrease of $14,154 for 2023 and $34,016 for 2024. (4) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported above. The amounts shown do not necessarily reflect the actual amounts of compensation paid to our CEO or non-CEO NEOs (“Other NEOs) during the applicable year as they include (i) the year-end value of equity awards granted during the reported year that have not yet vested, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested or were forfeited, or through the end of the fiscal year and (iii) certain pension related costs. The NEOs included for 2025 are Messrs. Devlin, Sims, Barron, Davoli and Ms. Kalman, for 2024 are Messrs. Sims, Barron, Davoli and Wilczynski, for 2023 are Messrs. Sims, Barron, Davoli and Gibson, for 2022 are Messrs. Sims, Gibson, Barron and Wilczynski, and for 2021 Messrs. Sims, Gibson, Cleves and Wilczynski. Below is a calculation of “compensation actually paid” to the CEO and Other NEOs for 2025:

  89. CEO Pay Ratio

    | Year/ Executive | Summary Compensation Table Total ($) | Reported Value of Equity Awards ($) (a) | Equity Award Adjustments ($) (b) | Reported Change In the Actuarial Present Value of Pension Benefits ($) (c) | Pension Benefit Adjustments ($) (d) | Compensation Actually Paid ($) | | 2025 | | | | | | | | CEO, Mr. Ribiéras | 7,685,872 | (5,445,275) | (7,073,005) | — | — | (4,832,408) | | Other NEOs | 2,023,346 | (1,325,412) | 16,578 | — | — | 714,512 |

  90. CEO Pay Ratio

    (a) The amounts shown in this column represent the grant date fair value of the equity awards to our CEO and Other NEOs, as reported in the “Stock Awards” column in the Summary Compensation Table for each applicable year. (b) The amounts shown in this column represents the year-over-y ear ch ange in the fair value of equity awards to our CEO and Other NEOs, as itemized in the table below.

  91. CEO Pay Ratio

    | | 2025 | | | Fair Value of Equity Awards | CEO | Other NEOs | | As of December 31, 2025 for unvested awards granted during the year | 870,015 | 910,173 | | Year-over-year increase of unvested awards granted in prior years | (5,684,132) | (826,952) | | Decrease from prior fiscal year-end for awards that vested during the year | (547,908) | (66,643) | | Unvested prior year awards that were forfeit during the year | (1,710,980) | — | | Total Equity Award Adjustments | (7,073,005) | 16,578 |

  92. CEO Pay Ratio

    (c) Amounts shown represent the change in the actuarial present value of our CEO’s and Other NEOs’ accumulated benefit under all benefit and actuarial pension plans in which they participant, as reported in the “Change in Pension Value & Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table. (d) Amounts shown represent the actuarially determined service cost for services rendered under all benefit and actuarial pension plans in which our CEO and Other NEOs participate. (5) The amounts shown in this column represent the total compensation, per the Summary Compensation Table, for our NEOs, other than the CEO, for fiscal year 2025, 2024, 2023 and 2022 and the period October 1, 2021 through December 31, 2021. (6) The amounts shown in this column reflect the cumulative total shareholder return of the S&P Small Cap Materials Index, as of December 31, 2025, weighted according to the constituent companies’ market capitalization at the beginning of each period for which a return is indicated. The S&P Small Cap Materials Index is the peer group used by Sylvamo for purposes of Item 201(e) of Regulation S-K under the Exchange Act in Sylvamo’s Annual Report on Form 10-K for the years ended December 31, 2025, 2024, 2023, 2022 and 2021. (7) The amounts shown are in millions and reflect Net Income from Continuing Operations for the years ended December 31, 2025, 2024, 2023 and 2022 and for the period October 1, 2021 through December 31, 2021. (8) The amounts shown are in millions and reflect the Free Cash Flow for the years ended December 31, 2025, 2024, 2023 and 2022 and for the period October 1, 2021 through December 31, 2021. See the reconciliation to U.S. GAAP starting on page 70.

  93. Relationship Between “Compensation Actually Paid” and

    Relationship Between “Compensation Actually Paid” and

  94. Measures

    | • | The relationship between CEO and Other NEO “compensation actually paid” and Sylvamo’s: |

  95. Elements of Our Director Compensation Program

    Elements of Our Director Compensation Program Compensation for our non-employee directors consists of:

  96. Elements of Our Director Compensation Program

    | • | An annual retainer fee that is a mix of cash and equity |

  97. Elements of Our Director Compensation Program

    | • | Committee chair fees and a Lead Independent Director or Chairman of the Board fee, as applicable |

  98. Elements of Our Director Compensation Program

    | • | Liability insurance. |

  99. Elements of Our Director Compensation Program

    On at least a biennial basis, we evaluate the reasonableness and appropriateness of the total compensation paid to our directors in comparison to peer companies who comprise our BPG. We evaluated our program in 2025, consistent with this schedule. At the time of this evaluation in 2025, our total compensation was below the 50th percentile of our BPG. Our Board approved an increase to maintain market competitiveness.

  100. Our Analysis

    | Our Director Pay Principles | Our 2025 Director Pay Policies and Practices | | • Target compensation at median of benchmarking peer group (“BPG”) | • Maintained mix of cash and equity in line with cross-section of similar companies (BPG), which total compensation was at the median level of companies included in our BPG | | • Align the interests of our directors with the interests of our shareowners | • Paid 60 percent of regular board fees in the form of equity to ensure that directors, like shareowners, have a personal stake in Sylvamo’s financial performance | | • Attract and retain top director talent | • Compensated directors competitively, based on a cross section of similar companies (BPG) | | • Maintain flexibility to meet the needs of a diverse group of directors | • Continued to allow directors to elect to take equity in place of cash and to elect to defer their fees for a 5- or 10-year period |

  101. Non-Employee Director Compensation Table

    Non-Employee Director Compensation Table The following table provides information on 2025 compensation for non-employee directors who served during all or part of the 2025 fiscal year. The amounts in the table below show differences among directors because certain directors received committee chair fees or a Lead Independent Director fee, and four directors received prorated fees for a partial year of service.

  102. Non-Employee Director Compensation Table

    | Name of Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Stan Askren(3) | 66,666 | 150,034 | 216,700 | | Christine S. Breves | 100,000 | 150,034 | 250,034 | | Lizanne M. Bruce | 120,000 | 150,034 | 270,034 | | Jeanmarie Desmond | 125,000 | 150,034 | 275,034 | | Joia M. Johnson | 100,000 | 150,034 | 250,034 | | Karl L. Meyers(4) | 83,333 | 150,034 | 233,367 | | David Petratis | 143,333 | 150,034 | 293,367 | | J. Paul Rollinson | 41,666 | 0(5) | 41,666 | | Mark W. Wilde(4) | 83,333 | 150,034 | 233,367 | | James P. Zallie | 100,000 | 150,034 | 250,034 |

  103. Non-Employee Director Compensation Table

    (1) Represents the portion of the annual Board and Board committee retainers and Lead Independent Director fee, as applicable, whether payable in cash or deferred at the director’s election, for services rendered during 2025. Cash retainers are paid quarterly in arrears. Directors can elect to receive their retainers on a current basis in cash or on a deferred basis in the form of DSUs. Amounts vary based on whole shares granted to those directors who elected DSUs. (2) The value of stock awards shown in the “Stock Awards” column is based on grant date fair value calculated under Financial Accounting Standards Board Accounting Standards Codification Topic 718. A discussion of the assumptions used in calculating these values for the 2025 fiscal year may be found in Note 14 to our audited consolidated financial statements included in our 2025 Form 10-K. The grant date fair value of the equity awards shown in the “Stock Awards” column is based on the closing price of Sylvamo’s common stock on May 14, 2025, the last business day immediately preceding the date of grant. Directors can elect to receive their equity retainer in RSUs that vest in one year or DSUs payable in either five or ten years based on their election. Restrictions on RSUs awarded to our directors under our current compensation plan lapse on May 15, 2026, the date of our annual shareowners meeting, and then the shares are freely transferable, subject to our director stock ownership requirement and securities regulations. Restrictions on DSUs will lapse on May 16, 2031, for Ms. Johnson and on May 16, 2036, for Ms. Desmond and Mr. Petratis, based on the deferral period elected by each of them. (3) Cash fees prorated for service through August 31, 2025. (4) Cash fees prorated for service through October 31, 2025. (5) Mr. Rollinson did not stand for election on May 15, 2025; therefore, no equity retainer was awarded for 2025 performance year. The following table shows the aggregate number of RSUs and DSUs, including reinvested dividends, outstanding as of December 31, 2025, for each non-employee director. The amounts in the table show differences among directors because each director makes an individual election to receive his or her fees in cash and/or equity.

  104. Non-Employee Director Compensation Table

    | Name of Director | Aggregate Number of RSUs and DSUs Outstanding (#) | | Stan Askren(1) | 13,938 | | Christine S. Breves | 8,448 | | Lizanne M. Bruce | 2,709 | | Jeanmarie Desmond | 7,756 | | Joia M. Johnson | 13,701 | | Karl L. Meyers(1) | 12,530 | | David Petratis | 28,631 | | J. Paul Rollinson(1) | 16,638 | | Mark W. Wilde(1) | 1,354 | | James P. Zallie | 2,709 | | Total | 108,414 |

  105. Non-Employee Director Compensation Table

    (1) All unvested RSUs held by Messrs. Askren, Meyers, Rollinson and Wilde vested and were paid in shares of Sylvamo stock on January 1, 2026, pursuant to the terms of those awards.