SEC Form DEF 14A filed by Sylvamo Corporation

Notice of 2026 Annual Meeting of Shareowners of Sylvamo Corporation

Your Vote is Important

If you are a registered shareowner and you received a notice that the proxy materials are available on the Internet, or you received a full set of proxy materials including a proxy card, please vote promptly using any of the methods listed below.

		VOTE BY INTERNET		Go to www.proxypush.com/SLVM and follow the voting instructions on the notice or proxy card that you received.
		VOTE BY PHONE		Call 866-509-1053 and follow the voting instructions on the notice or proxy card that you received.
		VOTE BY MAIL		Follow the instructions for voting by mail on the notice or proxy card that you received.
		VOTE AT THE MEETING		Refer below to “Attendance at the Meeting.”
If you hold your shares in street name through a bank or broker, please refer to the voting instructions received from your bank or broker for information on how to vote your shares, and if you plan to vote in person at the meeting, you must present a valid legal proxy from your bank or broker that is the record holder of your shares.

Attendance at the Meeting

To attend the meeting, you must be a shareowner of Sylvamo on the record date. If you are a registered shareowner, you may vote at the meeting by delivering your completed proxy card in person or by completing and delivering a ballot in person and providing government-issued proof of identification. If you are a beneficial owner of shares held in street name, you may vote at the meeting only if you obtain and bring to the meeting a legal proxy from your broker or bank that is the record holder of your shares, giving you the right to vote those shares in person at the meeting.

Shareowners of record of Sylvamo Corporation common stock (NYSE: SLVM) on the record date of March 20, 2026, are entitled to vote at the meeting and at any postponements or adjournments of the meeting. A list of these shareowners will be available for inspection and review prior to the meeting at Sylvamo’s headquarters in Memphis, Tennessee, starting Monday, May 4, 2026, during ordinary business hours.

By order of the Board of Directors,

The following materials of Sylvamo Corporation are available for viewing and printing at www.proxydocs.com/SLVM:

These materials or a notice that the proxy materials are available on the Internet (“Notice of Internet Availability”) are first being sent or otherwise made available to shareowners on or about April 2, 2026.

We will furnish without charge to each person whose proxy is being solicited, upon written request of any such person, a copy of our 2025 Form 10-K, as filed with the SEC, including the consolidated financial statements and schedules thereto, but excluding exhibits. Requests for copies of such report should be sent to our Corporate Secretary, Matthew L. Barron, at 6077 Primacy Parkway, Memphis, TN 38119. Copies of any exhibit to the 2025 Form 10-K will be forwarded upon receipt of a written request to our Corporate Secretary at such address, subject to a reasonable charge for copying and mailing.

Table of Contents

TABLE OF CONTENTS

In this Proxy Statement, references to “Sylvamo,” “the Company,” “we,” “our,” and “us,” refer to Sylvamo Corporation. References to “shareowners,” “you” and “your” refer to our shareowners. References to years refer to our fiscal year, which is the calendar year ending each December 31st.

This Proxy Statement refers and links to website addresses and materials on those websites. No websites or any materials on those websites are incorporated by reference into this Proxy Statement, and they do not form part of this Proxy Statement.

Cautionary Statement Regarding Forward-Looking Statements

This Proxy Statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding our goals, commitments, strategies and expectations. These statements involve risks and uncertainties. Actual results could differ materially from future results expressed or implied by the forward-looking statements for a variety of reasons, including due to the risks and uncertainties discussed in our most recent periodic reports on Form 10-K and Form 10-Q and subsequent filings with the U.S. Securities and Exchange Commission (“SEC”). We assume no obligation to update any forward-looking statements or information, which speak as of their respective dates.

PROXY SUMMARY

Proxy Summary

Proposals

Our board of directors (“Board”) is submitting three proposals for your vote at the 2026 Annual Meeting of Shareowners (“Annual Meeting”).

Director 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.

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

PROXY SUMMARY

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

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CEO and President  Sylvamo Corporation

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James P. Zallie

2021

Audit Committee

CEO, President and Chairman  Ingredion Incorporated

1

PROXY SUMMARY

Skills, experience and attributes

Our vision is to be the world’s paper company: the employer, supplier and investment of choice. Our vision encapsulates our long-term strategy for creating value for our shareowners. We believe the director nominees’ skills, experience and attributes noted below enhance their strategic decision-making and guidance relevant to achieving our vision.

Strategic planning   Leadership experience in executive level strategic planning is core to our board’s evaluation and guidance of our business strategies.   Benefits our vision to be the employer, supplier and investment of choice

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Current or former CEO   Directors who have been CEOs bring their experience to bear on running a large public company. It augments their oversight of our CEO and other executive management, long-term strategic planning, human capital management, risk management, governance, shareowner value creation and shareowner engagement.   Benefits our vision to be the employer, supplier and investment of choice

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Current or former CFO   In-depth financial expertise strengthens the board’s oversight and direction of our company concerning financial matters, such as capital allocation, financial risk management and internal controls and procedures.   Benefits our vision to be the investment of choice

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Global business   Experience with multinational businesses expands our board’s perspective on the risks and opportunities of our global business and operations.   Benefits our vision to be the employer, supplier and investment of choice

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Manufacturing   Experience in manufacturing organizations augments the board’s contributions relating to our operational strategies.   Benefits our vision to be the supplier of choice

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Paper industry   Experience in the paper industry enhances the board’s contributions that inform our strategic decision-making as we build the world’s paper company.   Benefits our vision to be the supplier and investment of choice

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Investor relations or investment analysis   Experience in investor relations or investment analysis furthers our board’s investor focus and quality input on our investor of choice strategies. Benefits our vision to be the investment of choice

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Sales and marketing   Experience in sales and marketing enhances the board’s strategic contributions towards our efforts to develop, maintain, strengthen and increase customer relationships and sales.   Benefits our vision to be the supplier of choice

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PROXY SUMMARY

Human capital   Experience in human capital management contributes to the board’s oversight of our human capital strategies, including talent attraction and retention, executive compensation, succession planning and human capital risk mitigation.   Benefits our vision to be the employer of choice

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Cybersecurity   Experience overseeing cybersecurity risk, in management leadership positions or on board committees responsible for such oversight, contributes to the board’s oversight and guidance concerning our cybersecurity strategies and initiatives.   Benefits our vision to be the supplier and investment of choice

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Environmental and social initiatives   Experience overseeing or evaluating environmental and social initiatives, in management leadership positions or on board committees responsible for their oversight, adds to the breadth and depth of expertise that the board brings to oversight of our sustainability strategies.   Benefits our vision to be the employer, supplier and investment of choice

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Public company board practices   Experience in public company board practices facilitates our board’s proper functioning, self-assessment and conduct in accordance with governance best practices.   Benefits our vision to be the investment of choice

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PROXY SUMMARY

Governance

The Nominating and Corporate Governance Committee oversees our Board’s corporate governance practices. More information about our corporate governance practices starts on page 10.

Executive Compensation

At the Annual Meeting, shareowners will cast an advisory vote on the compensation of our named executive officers (“NEOs”) as disclosed in this Proxy Statement.

The Management Development and Compensation Committee oversees our executive compensation practices. The summaries below should be read in conjunction with the details about our executive compensation philosophy, compensation structure and the 2025 compensation of our NEOs, which start on page 29.

Compensation Philosophy

PROXY SUMMARY

Compensation Structure

Financial

2025 Highlights

PROXY SUMMARY

Looking Forward

These non-U.S. GAAP financial measures are defined and, for financial information presented using such measures, are reconciled to the most directly comparable U.S. GAAP financial measures on pages 70 through 72.

Management believes that these non-U.S. GAAP financial measures, when used in conjunction with information presented in accordance with U.S. GAAP, can facilitate a better understanding of the impact of various factors and trends on Sylvamo’s financial condition and results of operations. Management also uses these non-U.S. GAAP financial measures in making financial, operating and planning decisions and in evaluating Sylvamo’s performance, including for purposes of compensation decisions. Non-U.S. GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for, or superior to, U.S. GAAP financial measures. In addition, because not all companies use identical calculations, the non-U.S. GAAP financial measures referenced in this Proxy Statement may not be comparable to similarly titled measures disclosed by other companies, including companies in our industry.

Proposals Submitted for Your Vote at the 2026 Annual Meeting

This section presents each item of business for the Annual Meeting and the voting recommendations of our Board.

Proposal 1

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.”

Vote Required to Elect Nominees

Sylvamo has implemented majority voting in uncontested elections of directors. A nominee will be elected if a majority of the votes cast are “for” the nominee’s election.

If a majority of the votes cast are not “for” an incumbent director’s election at the Annual Meeting, then our amended and restated bylaws require the nominee to tender a resignation from the Board, contingent on the Board’s acceptance of the resignation. The Nominating and Corporate Governance Committee will recommend to the Board whether to accept or decline the resignation, considering all factors it determines as relevant and in the best interests of Sylvamo and its shareowners. The Board (except the director who tendered the resignation) will decide whether to accept the resignation by no later than its next regularly scheduled Board meeting after the Annual Meeting’s election results are certified. The Board will announce its decision on the tendered resignation in a current report on Form 8-K or a periodic report filed with the SEC.

PROPOSALS SUBMITTED FOR YOUR VOTE AT THE 2026 ANNUAL MEETING

Your Voting Options

You may vote “for” or “against” a nominee, or you may “abstain” from voting with respect to a nominee. Abstentions will not count as votes and will have no effect on the results.

If you hold your shares in street name through a bank or broker, your failure to provide voting instructions to your bank or broker will cause your shares to be considered “broker non-votes” because your bank or broker is not entitled to vote your shares in its discretion on this proposal. Broker non-votes will not count as votes cast and will have no effect on the results.

Holders of proxies solicited by this Proxy Statement will vote your proxy received by them as directed on the proxy card or, if no direction is made, “for” the election of all seven nominees.

Cumulative voting is not permitted. Proxies cannot be voted for a greater number of individuals than the seven nominees named in this Proxy Statement.

Proposal 2

Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm

Our Audit Committee has selected Deloitte & Touche LLP (“Deloitte”) to serve as our independent registered public accounting firm for 2026.

At the Annual Meeting, our shareowners will vote on a non-binding basis to ratify the appointment of Deloitte as our independent registered public accounting firm for 2026.

Your ratification of the Audit Committee’s appointment of Deloitte is not required for the appointment to be valid. However, we value your opinion and believe that shareowner ratification of the appointment is a good corporate governance practice. If this proposal does not receive enough affirmative votes to ratify the appointment of Deloitte, the Audit Committee will reconsider its selection. Even if the appointment is ratified, the Audit Committee may, in its discretion, appoint a different independent registered public accounting firm at any time, if the Audit Committee determines that such a change would be in our and our shareowners’ best interests.

Deloitte has served as our independent registered public accounting firm since our inception in 2021.

Representatives of Deloitte are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they desire to do so and will be available to respond to questions.

		The Board recommends that you vote FOR Proposal 2

Vote Required for Approval

Approval of this proposal requires the affirmative vote of a majority of the shares present, in person or by proxy, at the Annual Meeting.

Your Voting Options

You may vote “for” or “against” this proposal, or you may “abstain” from voting. Abstentions will have the same effect as votes cast against this proposal because they are considered shares present at the meeting for purposes of determining a quorum.

If you hold your shares in street name through a bank or broker and fail to provide your bank or broker with voting instructions, your bank or broker may vote your shares in its discretion because the ratification of the appointment of our independent registered public accounting firm is a routine matter. As a result, we do not expect there to be any broker non-votes associated with this proposal.

PROPOSALS SUBMITTED FOR YOUR VOTE AT THE 2026 ANNUAL MEETING

Holders of proxies solicited by this Proxy Statement will vote your proxy received by them as directed on the proxy card or, if no direction is made, “for” ratification of the appointment of Deloitte as our independent registered public accounting firm.

Proposal 3

Approve, on a non-binding advisory basis, the compensation of our named executive officers

Our Board seeks your approval of the compensation of our NEOs as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K under the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”), including in the Compensation Discussion and Analysis, related compensation tables and narrative disclosures that accompany the compensation tables. This is typically called a “say-on-pay” vote.

More specifically, our Board asks you to approve the following non-binding resolution at the Annual Meeting:

“Resolved, that the compensation paid to Sylvamo’s named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K under the Exchange Act, including in the Compensation Discussion and Analysis, the related compensation tables and narrative disclosures, is hereby approved.”

Our Board is presenting you with this “say-on-pay” proposal for your vote, because at our 2022 annual meeting of shareowners, a majority of our shareowners voted, consistent with our Board’s recommendation, to hold an annual non-binding say-on-pay vote. A say-on-pay vote will be held every year unless our shareowners vote, at their annual meeting to be held in 2028, to approve a different frequency of say-on-pay voting. Our Board believes that an annual say-on-pay vote allows our shareowners to provide us with regular, direct input on our executive compensation philosophy, policies and practices as disclosed in our annual proxy statements, and is consistent with our practice of shareowner engagement on our performance, long-term strategy, governance, and other related matters.

Although the say-on-pay vote is a non-binding advisory vote, the Management Development and Compensation Committee and the Board will consider the outcome of this vote when making future compensation decisions regarding our NEOs.

		The Board recommends that you vote FOR Proposal 3

Vote Required for Approval

Approval of this proposal requires the affirmative vote of a majority of the shares present, in person or by proxy, at the Annual Meeting.

Your Voting Options

You may vote “for” or “against” this proposal, or you may “abstain” from voting. Abstentions will have the same effect as votes cast against this proposal, because they are considered shares present at the meeting for purposes of determining a quorum.

If you hold your shares in street name through a bank or broker, your failure to provide voting instructions to your bank or broker will cause your shares to be considered “broker non-votes” because your bank or broker is not entitled to vote your shares in its discretion for this proposal. Broker non-votes will have the same effect as votes cast against this proposal because they are considered shares present at the meeting for purposes of determining a quorum.

Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, “for” the non-binding advisory resolution approving the compensation of our NEOs.

PROPOSALS SUBMITTED FOR YOUR VOTE AT THE 2026 ANNUAL MEETING

How to vote

If you are a registered shareowner that received a notice that the proxy materials are available on the Internet, or you received a full set of proxy materials including a proxy card, please vote as promptly as possible by using one of the following methods:

		INTERNET		Go to www.proxypush.com/SLVM and follow the voting instructions on the notice or proxy card that you received.
		PHONE		Call 866-509-1053 and follow the voting instructions on the notice or proxy card that you received.
		MAIL		Follow the voting instructions for voting by mail on the notice or proxy card that you received.
		AT THE MEETING		Attend the meeting, provide a government-issued proof of identification and vote in person when voting is held during the meeting.
If you hold your shares in street name through a bank or broker, refer to the voting instructions received from your bank or broker for information on how to vote at the Annual Meeting, and to vote in person at the meeting, you must present a valid legal proxy from your bank or broker that is the record holder of your shares.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareowners to Be Held on May 15, 2026

The Proxy Statement and our Annual Report are available for review at www.proxydocs.com/SLVM.

A Notice of Internet Availability of Proxy Materials, or a copy of the Annual Meeting Notice and Proxy Statement, our Annual Report and other proxy materials, are first being sent or otherwise made available to shareowners on or about April 2, 2026.

Information about the Annual Meeting

Meeting Date and Time

The Annual Meeting will be held on Friday, May 15, 2026, at 8:30 a.m. U.S. Central Time. The Annual Meeting will be held at Sylvamo World Headquarters, 6077 Primacy Parkway, Memphis, Tennessee 38119.

Shareowners of record of Sylvamo common stock at the close of business on the record date, March 20, 2026, or their duly authorized proxy holders, are entitled to vote on each matter submitted to a vote at the Annual Meeting and at any adjournment or postponement of the meeting. There were 39,735,377 shares of Sylvamo common stock outstanding on March 20, 2026. Each share of common stock is entitled to one vote on each matter to be voted on at the Annual Meeting. A list of shareowners as of the record date will be available for inspection and review prior to the Annual Meeting, at our headquarters in Memphis, Tennessee, starting Monday, May 4, 2026, during ordinary business hours. To review the list, contact our Corporate Secretary at the address in this Proxy Statement under the heading “How to Contact Us.”

Voting and Attendance

Why am I receiving these proxy materials?

We have made these materials available to you or delivered paper copies to you by mail because you are a Sylvamo shareowner of record as of March 20, 2026, and our Board is soliciting your proxy to vote your shares at the Annual Meeting. This Proxy Statement includes information that we are required to provide to you under SEC rules and is intended to assist you in determining how to vote your shares.

What is a proxy?

A proxy is your legal designation of another person to vote the stock you own. The person you designate is called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. By voting electronically on the Internet, voting by telephone, or signing and returning a proxy card, you will have authorized three Sylvamo executive officers — John V. Sims, Chief Executive Officer and President; Donald P. Devlin, Senior Vice President and Chief Financial Officer; and Matthew L. Barron, Senior Vice President, Chief Administrative and Legal Officer, and Corporate Secretary — to represent you as your proxy and vote your shares at the Annual Meeting in accordance with your instructions. If you do not provide instructions, they may vote with respect to each proposal in their discretion in accordance with the recommendations of the Board, as stated in the section of this Proxy Statement entitled “Proposals Submitted for Your Vote at the 2026 Annual Meeting.” If you submit a valid proxy, they also may vote your shares to adjourn the meeting and will be authorized to vote your shares at any postponements or adjournments of the meeting.

What is included in the proxy materials?

The proxy materials for the Annual Meeting include:

If you receive a paper copy of the proxy materials, then a proxy card or voting instruction form and pre-paid return envelope are also included. The Annual Meeting Notice and Proxy Statement, our Annual Report and other proxy materials are first being made available for viewing and printing at www.proxydocs.com/SLVM and are first being sent to shareowners of record beginning on or about April 2, 2026.

INFORMATION ABOUT THE ANNUAL MEETING

Why did I receive a Notice of the Internet Availability of Proxy Materials instead of a full set of proxy materials?

We are furnishing proxy materials to our shareowners primarily through notice-and-access delivery pursuant to SEC rules. As a result, beginning April 2, 2026, we are mailing to many of our shareowners a Notice of Internet Availability containing instructions on how to access the proxy materials on the Internet. Shareowners who have affirmatively requested electronic delivery of our proxy materials will receive instructions via email regarding how to access these materials electronically. Shareowners who have previously requested to receive a paper copy of the materials will receive a full paper set of the proxy materials by mail. Using the notice-and-access method of proxy delivery expedites receipt of proxy materials by our shareowners and reduces the cost of producing and mailing the full set of proxy materials. If you receive a Notice of Internet Availability by mail, you will not receive a paper copy of the proxy materials in the mail unless you request a paper copy. Instead, the Notice of Internet Availability instructs you on how to access the proxy materials and vote on the Internet. To request that a paper copy of the proxy materials be sent to you by mail, follow the instructions in the Notice of Internet Availability.

How many votes must be present to hold the Annual Meeting?

Holders of record of Sylvamo common stock present, in person or by proxy, at the Annual Meeting, representing a majority of the number of shares entitled to vote at the meeting (must exceed 19,867,689 votes) is required to constitute a quorum and transact business at the Annual Meeting. Shares held of record and represented by signed proxy cards, including those marked “abstain” or returned without voting instructions, will be counted as present in determining if a quorum exists. If you hold shares in street name through a bank or broker and do not provide voting instructions for such shares, and your bank or broker exercises its discretion to vote on Proposal 2 (a routine proposal), then your shares will be counted as present in determining if a quorum exists. We urge you to vote by proxy even if you plan to attend the Annual Meeting in person. That will help us know as soon as possible that we have enough shares represented to hold the meeting. Returning your proxy will not affect your right to revoke your proxy, attend the Annual Meeting or vote in person at the Annual Meeting.

How do I vote my shares?

If you are a “holder of record” (that is, if your shares are registered in your own name with our transfer agent), you have several options. You may vote in advance of the meeting on the Internet, by telephone or by mail using a written proxy card. You may request a physical proxy card by following the instructions included on the Notice of Internet Availability that you received. If you are a holder of record, you also will have the option to vote your shares in person at the Annual Meeting by delivering a completed proxy card in person or completing and delivering a ballot in person. We will distribute ballots to holders of record who wish to vote in person at the meeting.

If you hold your shares in street name through a bank or broker, you have the right to direct your bank or broker how to vote your shares. If you receive a Notice of Internet Availability or voting instruction form from your bank or broker, please follow the instructions provided on the form. If you do not instruct your bank or broker how to vote your shares, it will nevertheless be entitled to vote your shares with respect to “routine” items (Proposal 2), but it will not be permitted to vote your shares with respect to “non-routine” items (Proposals 1 and 3). In the case of a non-routine item, your shares will be considered “broker non-votes.” Also, you may vote at the meeting if you obtain and bring to the meeting a valid legal proxy from your bank or broker that holds your shares giving you the right to vote the shares at the meeting.

How do I attend the Annual Meeting?

The location of the Annual Meeting is Sylvamo World Headquarters, 6077 Primacy Parkway, Memphis, Tennessee 38119. The meeting will not be held virtually. If you wish to attend the Annual Meeting, please arrive in person no later than 15 minutes before the meeting start time of 8:30 a.m. U.S. Central Time on May 15, 2026, to allow sufficient time to sign in and be seated before the meeting commences.

What happens if the Annual Meeting is postponed or adjourned?

Your proxy will still be valid and may be voted at the postponed or adjourned meeting, but only on business that could have been transacted at the Annual Meeting before it was postponed or adjourned. You will still be able to change or revoke your proxy until it is voted at the postponed or adjourned meeting.

INFORMATION ABOUT THE ANNUAL MEETING

Can I change or revoke my vote or proxy?

Yes, you may change your vote or revoke your proxy at any time before or at the Annual Meeting.

If you are a holder of record, you may change your vote or revoke your proxy by:

If you hold your shares in street name through a bank or broker, you may change or revoke your voting instructions by contacting your bank or broker prior to the Annual Meeting.

What if I do not indicate my vote for one or more of the proposals on my proxy card?

If you are a holder of record and you return a signed proxy card without indicating your vote, your shares will be voted as follows:

If you are a holder of record and you do not return a proxy card or vote in person at the Annual Meeting, your shares will not be voted and will not count toward the quorum necessary to hold the meeting.

If your shares are held in street name and you do not give your bank or broker instructions on how to vote, your shares will still be counted toward the quorum requirement for the Annual Meeting provided that your bank or broker votes your shares utilizing its discretionary authority for Proposal 2, as noted below. The failure to instruct your bank or broker how to vote will impact the vote on the proposals for consideration at the Annual Meeting as follows:

Will my vote be confidential?

Yes. Your vote is confidential and will not be disclosed to our directors or employees, unless in accordance with law.

Will our directors attend the Annual Meeting?

Our Corporate Governance Guidelines set an expectation that all directors attend annual meetings of shareowners. All of our directors attended our 2025 annual meeting of shareowners. We anticipate that all directors nominated for election at the Annual Meeting will attend the Annual Meeting.

Who will solicit proxies on behalf of Sylvamo?

Sylvamo pays the cost of preparing proxy materials and soliciting your vote. Proxies may be solicited on our behalf by our directors, officers or employees by telephone, email or other electronic transmission or in person, without compensation. We have hired Alliance Advisors, LLC to solicit proxies for an estimated fee of approximately $25,000, plus expenses.

INFORMATION ABOUT THE ANNUAL MEETING

What is householding?

We have adopted “householding,” a procedure by which shareowners of record who have the same address and last name and do not participate in electronic delivery will receive only one copy of the Notice of Internet Availability or the proxy materials, unless one or more of those shareowners notifies us that they wish to continue receiving individual copies. This procedure saves us printing and mailing costs. Shareowners will continue to receive separate proxy cards. We will deliver promptly, upon written or oral request, a separate copy of the Notice of Internet Availability or the proxy materials to a shareowner at a shared address to which a single copy of the documents was delivered. To request separate copies of the Notice of Internet Availability or the proxy materials, or to request that only a single copy be sent to the household, either now or in the future, please call us at 1-866-735-0665, or send your written request to our Corporate Secretary at the address in this Proxy Statement under the heading “How to Contact Us.”

How do I change future proxy delivery options?

If you hold your shares in street name and wish to receive separate copies of future Notices of Internet Availability or sets of proxy materials, or if you currently receive multiple copies of the Notice of Internet Availability or multiple sets of proxy materials and would like to receive a single copy or set, please contact call Broadridge Financial Solutions, Inc., at 1-866-540-7095, or send your written request to:

Broadridge Financial Solutions, Inc.

Householding Dept.

51 Mercedes Way

Edgewood, NY 11717

Communicating with the Board

How do I communicate with the Board?

Shareowners or other interested parties may communicate with our entire Board, a Board committee, the Chairman of the Board, the independent directors as a group, or any one or more specific directors by writing to our Corporate Secretary at the address in this Proxy Statement under the heading “How to Contact Us.” Our Corporate Secretary will forward all communications relating to Sylvamo’s interests, other than business solicitations, advertisements, job inquiries or improper communications, directly to the appropriate director(s). For more information about communicating with the Board, see page 17.

Matters Pertaining to Sylvamo’s 2027 Annual Meeting of Shareowners

What is the deadline for consideration of Rule 14a-8 shareowner proposals for inclusion in Sylvamo’s proxy statement for the 2027 annual meeting of shareowners?

A shareowner who wishes to submit a proposal under Rule 14a-8 of the Exchange Act, for inclusion in our proxy statement and form of proxy for the 2027 annual meeting of shareowners, must send the proposal to our Corporate Secretary at the address in this Proxy Statement under the heading “How to Contact Us.” We must receive the proposal at our principal executive office on or before December 3, 2026, and the proposal must otherwise comply with the requirements of Rule 14a-8 under the Exchange Act.

Can I nominate a director in connection with the 2027 annual meeting of shareowners?

Yes. If you would like to make a director nomination for the 2027 annual meeting of shareowners, you must submit such nomination in accordance with the advance notice provisions in our Amended and Restated By-Laws (“Bylaws”). Any such nomination must be received by our Corporate Secretary at our principal executive office at the address in this Proxy Statement under the heading “How to Contact Us,” no earlier than January 15, 2027, and no later than February 14, 2027 (assuming we do not hold our 2027 annual meeting more than 30 days before or 70 days after the anniversary date of the Annual Meeting), and written notice of any such nomination must include all information required by our Bylaws in connection with such nomination, including with respect to both the shareowner proponent and the nominee for director, and such notice and nomination must otherwise comply with our Bylaws, as amended from

INFORMATION ABOUT THE ANNUAL MEETING

time to time. Our Bylaws are available for review as Exhibit 3.3 to our 2025 Form 10-K, accessible at https://investors.sylvamo.com/financials/sec-filings/default.aspx. Any future amendments to our Bylaws will be available as an exhibit to a current or periodic report on a Form 8-K, 10-Q or 10-K accessible at the same link.

If we hold our 2027 annual meeting more than 30 days before or 70 days after the anniversary date of the Annual Meeting, then the written notice and information required by our Bylaws must be received by our Corporate Secretary no later than the close of business on the later of the 90th day prior to our 2027 annual meeting or the close of business on the 10th day following the day on which public announcement of the date of our 2027 annual meeting is first made by us.

In addition to satisfying the requirements of our Bylaws, to comply with the SEC’s universal proxy rules, if you intend to solicit proxies in support of nominees other than the Company’s nominees, you must also comply with the additional requirements of Rule 14a-19 under the Exchange Act, which written notice must be postmarked or transmitted electronically to our Corporate Secretary at our principal executive office no later than March 16, 2027. However, if the date of our 2027 annual meeting is changed by more than 30 days before or after the anniversary date of the Annual Meeting, then written notice must be provided by the later of the 60th day prior to the date of our 2027 annual meeting and the 10th day following the day on which public announcement of the date of the annual meeting is first made by us.

In the event any director nomination is made properly in accordance with our Bylaws and the applicable rules as set forth above, the Nominating and Corporate Governance Committee will consider the nominee as a potential nominee for election to our Board at our 2027 annual meeting. The Nominating and Corporate Governance Committee uses the same criteria to evaluate candidates nominated by shareowners as it does for any other candidate for director.

Can I raise other business at the 2027 annual meeting of shareowners?

Yes. If you would like to raise any business (other than director nominations) but not include it in our proxy materials for the 2027 annual meeting, you must raise such business in accordance with the advance notice provisions set forth in our Bylaws. Any such notice must be received by our Corporate Secretary at our principal executive office at the address in this Proxy Statement under the heading “How to Contact Us,” no earlier than January 15, 2027 and no later than February 14, 2027 (assuming we do not hold our 2027 annual meeting more than 30 days before or 70 days after the anniversary date of our Annual Meeting), and must otherwise comply with and include all information required by our Bylaws. If we hold our 2027 annual meeting more than 30 days before or 70 days after the anniversary date of the Annual Meeting, then the written notice and information required by our Bylaws must be received by our Corporate Secretary at our principal executive office no later than the close of business on the later of the 90th day prior to our 2027 annual meeting or the close of business on the 10th day following the day on which public announcement of the date of our 2027 annual meeting is first made.

Corporate Governance

Board Composition

Our business and affairs are managed under the direction of our Board. Currently, the size of our Board is seven directors. The number of directors may be fixed by majority vote of the directors on our Board. Each director on our Board is elected annually to serve until the next annual meeting of shareowners or until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. Any vacancy in our Board may be filled by an affirmative vote of at least a majority of the directors then in office, even if less than a quorum, or by a sole remaining director.

Board Leadership Structure

Our Board reviewed its leadership structure in 2025 in connection with the retirement of our former Chairman and Chief Executive Officer. Our Board appointed David Petratis as Chairman of the Board effective January 1, 2026. Our Board believes that separation of the roles of Chief Executive Officer and Chairman of the Board currently promote our Board’s ability to provide independent oversight while allowing our new Chief Executive Officer and President, John V. Sims, to focus on leading and executing the vision and business strategy for the Company. Our Corporate Governance Guidelines do not mandate the separation of the offices of Chairman and Chief Executive Officer. Our Board expects to periodically review its leadership structure to ensure that it continues to meet our needs, including with respect to its risk oversight responsibilities (see “Risk Oversight” on page 14).

Director Independence

Our Board previously determined that, except for Mr. Ribiéras (our former CEO who served on the Board through December 31, 2025) and Mr. Sims (our current CEO who has served on the Board since January 1, 2026), each director who served on the Board during 2025 was, and all current directors serving on the Board continue to qualify as, independent directors in accordance with NYSE listing standards.

CORPORATE GOVERNANCE

Board Committees

Our Board has an Audit Committee, a Management Development and Compensation Committee, and a Nominating and Corporate Governance Committee. The composition, duties and responsibilities of these committees are as set forth in the table and narrative below. In the future, our Board may establish other committees as it deems appropriate to assist it with its responsibilities.

Audit Committee

The Audit Committee, which currently consists of Jeanmarie Desmond (Chair), Christine S. Breves and James P. Zallie, has the responsibility for, among other things, assisting the Board in reviewing and monitoring the quality and integrity of our financial statements, reviewing our accounting, financial and external reporting policies and practices, assessing our independent auditor’s qualifications and independence, overseeing the performance of our internal audit function and independent auditors, overseeing our compliance with legal and regulatory requirements and monitoring the risk of financial fraud involving our management and the controls in place to prevent, deter and detect fraud. The charter of our Audit Committee is available without charge on the investor relations portion of our website at https://investors.sylvamo.com/governance/governance-documents. It is also available without charge in print to any shareowner who requests it by sending their request to our Corporate Secretary at the address in this Proxy Statement under the heading “How to Contact Us.”

Our Board has determined that each director serving on the Audit Committee meets the independence requirements of Rule 10A-3 under the Exchange Act and the applicable listing standards of the NYSE. Our Board has determined that all directors on the Audit Committee are “financially literate” and that each of Ms. Desmond and Ms. Breves is an “audit committee financial expert” within the meaning of Item 407(d)(5) of SEC Regulation S-K and the applicable listing standards of the NYSE.

Audit Committee Engagement and Oversight of Independent Registered Public Accounting Firm

The Audit Committee is responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit our financial statements (sometimes referred to below as the “auditor”). To that end, the Audit Committee has adopted pre-approval policies and procedures for services performed by the independent registered public accounting firm. These policies and procedures are intended to assure that the provision of services by the auditor does not impair the auditor’s independence. Pursuant to these policies and procedures, each year the Audit Committee receives a listing of services for pre-approval that describes nature of work encompassed by the “audit,” “audit-related,” “tax” and “all other” auditor service categories. The term of any pre-approval is for the calendar year following the date of pre-approval, unless the Audit Committee specifically provides for a different period. The fees for all services pre-approved by the Audit Committee must be fixed or based on standard hourly rates for professional time incurred. Contingent fee arrangements are not permitted. If, subsequent to the pre-approval, specific services are considered by our management that were not considered in the pre-approval categories, or the proposed cumulative fees are expected

CORPORATE GOVERNANCE

to exceed the pre-approval category range, then appropriate members of management and the auditor must request further approval of the Audit Committee, presenting information that is designed to validate that the proposed services or excess fees are consistent with the SEC’s rules on auditor independence.

The Audit Committee has engaged Deloitte to perform an annual audit of the Company’s financial statements each fiscal year since 2021.

Independent Auditor Fees and Services

The information below reports on the fees paid by us with respect to services provided by Deloitte in 2024 and 2025. All services rendered by Deloitte were approved by the Audit Committee and were determined to be permissible under applicable laws and regulations.

Pursuant to rules adopted by the SEC, the fees paid to Deloitte for the services that it provided in 2024 and 2025 are presented in the table above under the following categories:

Audit Committee Report

The following is the report of the Audit Committee with respect to our audited financial statements for the fiscal year ended December 31, 2025.

The Audit Committee assists the board of directors in its oversight of Sylvamo’s financial reporting processes and the independent audit of Sylvamo’s financial statements. The Audit Committee’s responsibilities are more fully described in its charter, which is available at www.sylvamo.com under the “Investors” tab at the “Governance – Governance Documents” link. Paper copies of the Audit Committee charter may be obtained, without cost, by written request to Mr. Matthew L. Barron, Corporate Secretary, Sylvamo Corporation, 6077 Primacy Parkway, Memphis, TN 38119.

Sylvamo’s management is responsible for Sylvamo’s internal controls and financial reporting processes, and for preparing Sylvamo’s financial statements. Deloitte & Touche LLP (“Deloitte”), an independent registered public accounting firm, performed an independent audit of Sylvamo’s financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and expressed an opinion on the conformity of the financial statements to accounting principles generally accepted in the United States of America. Deloitte also audited and expressed an opinion on the effectiveness of Sylvamo’s internal control over

CORPORATE GOVERNANCE

financial reporting as of December 31, 2025, based on criteria established in “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Against this background, in fulfilling its oversight responsibilities, the Audit Committee has reviewed and discussed with management and Deloitte Sylvamo’s audited financial statements for the 2025 fiscal year, management’s assessment of the effectiveness of Sylvamo’s internal control over financial reporting, and Deloitte’s opinion on Sylvamo’s internal control over financial reporting. The Audit Committee has discussed with Deloitte the matters required to be discussed by PCAOB Auditing Standard No. 1301, “Communications with Audit Committees,” and the U.S. Securities and Exchange Commission. The Audit Committee has received the written disclosures and the letter from Deloitte required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning its independence, and has discussed with Deloitte its independence from Sylvamo and its management. The Audit Committee has also considered whether the provision of non-audit services by Deloitte is compatible with maintaining the firm’s independence.

Based on the review and discussions referred to above, the Audit Committee recommended to Sylvamo’s Board that Sylvamo’s audited financial statements be included in Sylvamo’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

By the Audit Committee

Management Development and Compensation Committee

The Management Development and Compensation Committee currently consists of Lizanne M. Bruce (Chair), Christine S. Breves, and Joia M. Johnson. The Management Development and Compensation Committee is responsible for overseeing Sylvamo’s overall compensation programs, approving the compensation of our senior vice presidents, recommending the CEO’s compensation to our independent directors for approval, conducting the CEO’s performance evaluation, reviewing with management our annual Compensation Discussion and Analysis, assessing risk associated with our compensation strategy and programs, advising management on human capital management strategies, reviewing and recommending actions based on the results of shareowner advisory votes on our executive compensation, and ensuring that we have in place policies and programs for the development and succession planning of senior management. The charter of our Management Development and Compensation Committee is available without charge on the investor relations portion of our website at https://investors.sylvamo.com/governance/governance-documents. A paper copy is available without charge to any shareowner who requests it by sending the request to our Corporate Secretary at the address in this Proxy Statement under the heading “How to Contact Us.”

Each director serving on the Management Development and Compensation Committee qualifies as a “non-employee director” as defined in Rule 16b-3 under the Exchange Act and is “independent” under the NYSE’s independence requirements for compensation committee members.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee, which currently consists of David Petratis (Chair), Lizanne M. Bruce, Jeanmarie Desmond and Joia M. Johnson, is responsible for assuring that the Company abides by sound corporate governance principles, identifying, evaluating and recommending nominees to the Board for election as our directors, assuring that shareowner communications (including shareowner proposals for inclusion in our annual proxy statement) are addressed appropriately, assuring that processes are in place for the evaluation of the Board, its committees and management, overseeing Board evaluations and providing oversight and guidance on sustainability matters. The charter of our Nominating and Corporate Governance Committee is available without charge on the investor relations portion of our website at https://investors.sylvamo.com/governance/governance-documents. A paper copy is available without charge to any shareowner who requests it by sending the request to our Corporate Secretary at the address in this Proxy Statement under the heading “How to Contact Us.”

CORPORATE GOVERNANCE

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more of that entity’s executive officers serving on our Board or our Management Development and Compensation Committee. During 2025, none of the members of the Management Development and Compensation Committee had any relationships requiring disclosure under the SEC’s related person transaction rules.

Risk Oversight

Our Board is responsible for overseeing our risk management. The Board exercises oversight responsibility directly and through its committees. The oversight responsibility of the Board and its committees is informed by reports from our management team and from our internal audit department that are designed to provide visibility to the Board into the identification and assessment of key risks and our risk mitigation strategies.

The full Board is responsible for overseeing and evaluating our management of risks relating to strategy, operations, technology (particularly cybersecurity and artificial intelligence), financial matters, financial reporting, effective Board functioning, shareowner activism, sustainability, and governance matters. The Board’s oversight is supplemented by the oversight of various Board committees, as described below.

Our Audit Committee oversees our management of major financial and accounting risk exposures, including risks monitored and managed by our internal audit department and risks raised by our external auditors. These include risks related to financial matters, financial reporting, Sarbanes-Oxley, and legal and regulatory compliance. The Audit Committee receives reports on and evaluates the steps our management has taken to monitor and control these risk exposures, including the relevant policies and procedures.

Our Management Development and Compensation Committee oversees our management of risks arising from our employment and compensation policies and practices, including financial risks associated with incentive compensation, succession planning, attracting and retaining talent, and compliance with employment and labor laws and governmental requirements.

Our Nominating and Corporate Governance Committee oversees our management of risks involving potential conflicts of interest and related party transactions. It has responsibility for oversight of sustainability risk. It also assists the Board with oversight of risks related to effective Board functioning, succession planning and shareowner activism.

For risks that each committee oversees, appropriate members of management who manage such risks at Sylvamo report on such risks to the appropriate committee, including how existing risks are monitored, how new risks are identified and evaluated, and how risks are addressed. These reports occur on a periodic basis that is at least annual, with more frequent reporting as appropriate depending primarily on the potential severity and likelihood of the risk. For example, the Audit Committee meets quarterly with our controller, head of internal audit, Chief Administrative and Legal Officer, and Chief Financial Officer to discuss the areas over which the Audit Committee has risk management oversight.

Each committee reports to the full Board regarding these and all other significant matters covered at each meeting of the committee, promptly after such meeting.

CORPORATE GOVERNANCE

Governance and Ethics Policies

Our Board has adopted the following policies that set forth standards of good corporate governance and ethics and reflect our guiding principle to always do the right things, in the right ways, for the right reasons:

The Corporate Governance Guidelines set forth our policies and procedures relating to corporate governance and comply with the listing standards of the NYSE. Our Corporate Governance Guidelines are available on our website at https://investors.sylvamo.com/governance/governance-documents.

The Code of Conduct applies to our directors, officers and employees, including our Chief Executive Officer, Chief Financial Officer and other senior officers, in accordance with applicable rules and regulations of the SEC and the NYSE. Our Code of Conduct is available on our website at https://www.sylvamo.com/us/en/sustainability/governance/ethics-and-compliance. We intend to disclose any amendments to the Code of Conduct and any waivers of its requirements on our website. The Code of Conduct is also included as an exhibit to our 2025 Form 10-K.

Paper copies of the Corporate Governance Guidelines and Code of Conduct are available, free of charge, to any shareowner who requests it by sending their request to our Corporate Secretary at the address in this Proxy Statement under the heading “How to Contact Us.”

The Code of Financial Ethics applies to our directors, officers and employees and addresses matters intended to deter wrongdoing and promote a culture of ethical and honest behavior. The Code of Financial Ethics is available on our website at https://investors.sylvamo.com/governance/governance-documents.

The Clawback Policy applies to all of our employees who participate and receive incentive-based compensation under an incentive-based compensation plan sponsored by Sylvamo. It provides for Sylvamo to recoup certain incentive compensation, as defined in the policy, in event our financial statements are restated due to Sylvamo’s material noncompliance with any financial reporting requirement under securities laws or the employee commits misconduct as defined in the policy. The Clawback Policy is included as an exhibit to our 2025 Form 10-K.

The Whistleblower Policy sets forth our policies and procedures by which any person may report perceived financial or other misconduct concerning Sylvamo, on an anonymous basis in the discretion of the reporting person. The Whistleblower Policy is available on our website at https://investors.sylvamo.com/governance/governance-documents.

The above descriptions of our corporate governance and ethics policies are summaries only. Please refer to the full policies for more information about them.

Director Nomination Process

Our Nominating and Corporate Governance Committee considers appropriate criteria for filling vacant board of director positions, taking into consideration such factors as it deems appropriate, such as the candidate’s experience and professional success, leadership and other time commitments. The Nominating and Corporate Governance Committee seeks qualified candidates having the highest level of personal and professional ethics, integrity and values, who are from backgrounds promoting a diversity of thought and experience. The Nominating and Corporate Governance Committee makes recommendations to the full Board, which in turn makes the final determination whether to nominate or appoint the director after considering the Nominating and Corporate Governance Committee’s recommendation.

CORPORATE GOVERNANCE

The Nominating and Corporate Governance Committee will consider director candidates proposed by shareowners on the same basis as recommendations from other sources. Any shareowner who wishes to recommend a prospective candidate for the Board for consideration by the Nominating and Corporate Governance Committee may do so by submitting the name and qualifications of the prospective candidate, among other things, in writing to our Corporate Secretary at the address in this Proxy Statement under the heading “How to Contact Us.” Any such submission should also describe the experience, qualifications, attributes and skills that make the prospective candidate a suitable nominee for the Board. Our Bylaws set forth the requirements and procedures for director nomination by a shareowner of persons for election to the Board. Additionally, submission of director nominations in connection with an annual meeting of shareowners and for inclusion in the Company’s proxy statement must comply with the requirements summarized in the section of this Proxy Statement under the heading “Matters Pertaining to Sylvamo’s 2027 Annual Meeting of Shareowners.”

Board Time Commitment Policy and “Overboarding” Limits

Our Corporate Governance Guidelines include a director time commitment policy, which provides that our Nominating and Corporate Governance Committee will review annually the time commitment levels of all directors standing for election at the next annual shareowners’ meeting.

Our Corporate Governance Guidelines also include the following limits on the number of boards and committees, in addition to Sylvamo’s, on which each of our directors may serve:

Directors are required to advise the Chairman of the Board and the Chair of the Nominating and Corporate Governance Committee in advance of accepting an invitation to serve on another public company board, an assignment to any other public company’s audit or compensation committee, an assignment as chairperson or lead director to any other public company, or any other change that could impact the director’s analysis of independence or ability to serve.

Mandatory Director Retirement

Pursuant to our Corporate Governance Guidelines, directors must retire from our Board effective no later than December 31st of the year in which the director attains the age of 75 years.

Executive Sessions

The NYSE’s listing standards require that our non-management directors meet regularly in executive session without management present. Our Corporate Governance Guidelines require our independent, non-management directors to hold two such executive sessions per year. In 2025, our independent, non-management directors held four executive sessions, with our then Lead Independent Director presiding over those executive sessions. Executive sessions are of no fixed duration, and our independent, non-management directors are encouraged to raise and discuss any matters of interest.

CORPORATE GOVERNANCE

Director Attendance at Board and Committee Meetings

The Board and its committees hold meetings on at least a quarterly basis. In 2025, the Board met ten times, the Audit Committee met eight times, the Management Development and Compensation Committee met six times, and the Nominating and Corporate Governance Committee met four times. Each incumbent director attended at least 75%, in the aggregate, of the meetings of the Board and the committees on which he or she served.

Board Self-Assessments

Pursuant to our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee annually initiates and oversees self-assessments by the Board and its committees in accordance with the NYSE’s listing standards, reviews and discusses the self-assessments, and reports its findings and recommendations to the Board. Our Board and its committees conducted self- assessments in October 2025.

Shareowner Engagement

We expect all of our directors to attend our annual meetings of shareowners and be available to answer appropriate questions from shareowners at the meetings. Between meetings, John V. Sims, our Chief Executive Officer and President, and/or Donald P. Devlin, our Senior Vice President and Chief Financial Officer, engage with shareowners on a regular basis, including at industry and financial conferences.

Communicating with the Board

Our Board has adopted a Board of Directors Communication Policy because the Board values the input and insights of our shareowners and other interested parties and believes that effective communication strengthens the role of the Board as an active, informed and engaged body. To facilitate communication, the policy outlines the procedures for communicating with the Board, the committees of the Board and the members of the Board or any of its committees. Our Board of Directors Communication Policy is available for review at https://investors.sylvamo.com/governance/governance-documents.

Shareowners or other interested parties may communicate with our entire Board, a Board committee, the Chairman of the Board, the independent directors as a group, or any one or more specific directors by writing to our Corporate Secretary at the address in this Proxy Statement under the heading “How to Contact Us.” Our Corporate Secretary will forward all communications relating to Sylvamo’s interests directly to the appropriate director(s), except for communications that our Corporate Secretary determines, based on his review and consultation with our CEO or CFO, are not appropriate to forward to director(s) because they are primarily commercial in nature such as business solicitations, advertisements and job inquiries, or they are related to an improper or irrelevant topic, or they request general information about Sylvamo.

Each communication should specify the applicable addressee or addressees to be contacted as well as the general topic of the communication. Sylvamo will initially receive and process the communications before forwarding them to the addressee.

Certain Securities Transactions

Short Sales and Options

Our Insider Trading Policy prohibits our directors and executive officers from short sales of and options trading in our securities (including puts and calls). Short sales and such other transactions may evidence an expectation on the part of the seller that our securities will decline in value and signal to the market an absence of confidence in our short-term prospects, as well as potentially reduce the seller’s incentive to improve our performance.

CORPORATE GOVERNANCE

Pledges and Hedges

Our Insider Trading Policy also prohibits any of our directors and executive officers from pledging our securities or engaging in hedging transactions in our securities. Certain forms of hedging or monetization transactions (such as zero-cost collars and forward sale contracts) allow a person to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential appreciation in the stock. These transactions allow the person to continue to own the stock, but without the full risks and rewards of ownership. When that occurs, the person may no longer have the same objectives as our other shareowners. See page 42 for additional information.

Procedures for Treatment of Complaints Regarding Accounting, Internal Accounting Controls and Auditing Matters

In accordance with the Sarbanes-Oxley Act, our Board has adopted procedures for the receipt, retention and treatment of complaints regarding accounting controls or auditing matters and to allow for the confidential, anonymous submission by employees and others of concerns regarding questionable accounting or auditing matters.

Executive Officers and Directors

Below is a list of the names, ages as of April 2, 2026, positions and brief accounts of the business experience of our executive officers and our directors who have been nominated for election at the Annual Meeting.

EXECUTIVE OFFICERS AND DIRECTORS

EXECUTIVE OFFICERS AND DIRECTORS

		Rodrigo Davoli   Senior Vice President and General Manager, North America   Rodrigo Davoli has been our Senior Vice President and General Manager, North America since July 2023. From October 2021 through June 2023, he was our Senior Vice President and General Manager, Latin America. Prior to October 2021, Mr. Davoli held various leadership positions at International Paper, including: from 2017 until October 2021, Vice President, Latin America printing papers business and President of International Paper Brazil; from 2011 to 2017, Marketing Manager, European Papers of International Paper; from 2016 to 2017, General Sales Manager of IPEX, International Paper’s export company, and Commercial Director for its Latin America printing papers business. He has also held a variety of other leadership positions at International Paper in finance, strategic planning, marketing and sales. Mr. Davoli entered the paper and packaging industry in 1993 and joined International Paper with its merger of Champion International in 2000. Mr. Davoli has a Bachelor’s degree in Law from Unipinhal University (Brazil) and an International Executive Master of Business Administration from São Paulo University (Brazil).

		Tatiana Kalman   Senior Vice President and General Manager, Latin America   Tatiana Kalman has been our Senior Vice President and General Manager, Latin America since June 2023. Previously, Ms. Kalman was with BASF since 2001, a major global chemical producer operating through six significant business segments, where she held leadership roles of increasing responsibility across various business segments in Europe, Latin America and North America, most recently as: Senior Vice President, Personal Care, Europe and Managing Director, BASF Personal Care and Nutrition GmbH, from 2022 to 2023; Senior Vice President, Performance Chemicals, North and South America from 2020 to 2022; and Vice President, Care Chemicals, South America from 2017 to 2020. Ms. Kalman serves on the boards of the Brazilian Pulp and Paper Association and Grupo Évora, a manufacturer of nonwovens, aluminum cans and plastic packaging headquartered in Brazil. She has a Bachelor’s degree and Master’s degree in economics from, respectively, the University Fundação Armando Alvares Penteado (FAAP) and Pontifical Catholic University of São Paulo (PUC-SP), Brazil.

EXECUTIVE OFFICERS AND DIRECTORS

		Shawn Lawson   Senior Vice President and General Manager, Europe   Shawn Lawson has been our Senior Vice President and General Manager, Europe, since May 2025. Before joining Sylvamo, Ms. Lawson held various leadership roles in supply chain, sales and marketing, and general management during her 20-year career with International Paper, including: from 2023 to May 2025, Vice President and General Manager of International Paper’s European Packaging business; from 2021 to 2023, North American Container Regional General Manager; from 2018 to 2021, Kraft Bag and Molded Fiber General Manager; and from 2016 to 2018, North American Container National Account Manager. Ms. Lawson has a Bachelor’s degree in business organizational leadership from Union University.

		Marcia Vargas   Senior Vice President and Chief People Officer   Marcia Vargas has been our Senior Vice President and Chief People Officer since June 2024. In May 2024, she served as our Vice President, Human Resources, and from May 2023 to May 2024, she was our Vice President, Talent and Organizational Development, responsible for culture, engagement, inclusion and diversity, learning and development, recruiting and succession planning. Ms. Vargas has over 35 years of experience in human resources and labor, holding various leadership positions, including: from 2014 to 2023, Chief Human Resources Officer at Barr Brands International; from 2010 to 2014, Senior Vice President and Chief Human Resources Officer at Fred’s, Inc.; and from 1993 to 2010, U.S. Vice President, Inclusion and Diversity Human Resources Officer at McDonald’s Corporation. Ms. Vargas has served on the President’s Committee on Employment of People with Disabilities, a committee formed by U.S. presidential executive order to help create job opportunities for people with disabilities. She also has served on the boards of directors for the Oregon Council for Hispanic Advancement and the Hispanic Alliance for Career Advancement. She has a Bachelor’s degree in Industrial Relations from Loyola University of Chicago.

		Patrick Wilczynski   Senior Vice President, Operational Excellence   Patrick Wilczynski has been our Senior Vice President, Operational Excellence since October 2021. Mr. Wilczynski was previously at International Paper, which he joined in 1992, where he held a variety of leadership roles in operations, technical services, manufacturing, commercial, environmental, health and safety and finance. At International Paper, from 2019 to 2021 he was Vice President, Capital Effectiveness, from 2018 to 2019 he was Vice President, Global Technology and Strategic Initiatives, and from 2016 to 2018 he was Vice President and General Manager, Coated Paperboard and Foodservice. In 2015, upon return to the United States from an overseas assignment in Russia, he served as International Paper’s Vice President, Global Manufacturing Safety. In 2012, he was named International Paper’s Vice President, Manufacturing, for Europe, Middle East and Africa, working from Saint Petersburg Russia. Mr. Wilczynski began his career working in maintenance, engineering and operations roles within International Paper’s printing papers mill system. Mr. Wilczynski has a Bachelor’s degree in Mechanical Engineering Technology from Pennsylvania State University.

EXECUTIVE OFFICERS AND DIRECTORS

EXECUTIVE OFFICERS AND DIRECTORS

EXECUTIVE OFFICERS AND DIRECTORS

EXECUTIVE OFFICERS AND DIRECTORS

EXECUTIVE OFFICERS AND DIRECTORS

EXECUTIVE OFFICERS AND DIRECTORS

Family Relationships

There are no family relationships among our directors and executive officers.

Executive Compensation

COMPENSATION DISCUSSION & ANALYSIS

Introduction

This Compensation Discussion and Analysis (“CD&A”) provides a detailed description of our executive compensation philosophy and programs and compensation decisions made by the Management Development and Compensation Committee (“MDCC”) under those programs.

In April 2025, the Company announced the upcoming retirement of Mr. Ribiéras effective December 31, 2025. The CEO succession plan was implemented by the board of directors to ensure a smooth transition with the following leadership changes effective May 1, 2025:

Effective January 1, 2026, Mr. Sims assumed the role of Chief Executive Officer (CEO”) and joined our board as a director. Mr. David Petratis was appointed Independent Chairman of the Board.

This CD&A focuses on the compensation of the following NEOs for fiscal year 2025:

EXECUTIVE COMPENSATION

EXECUTIVE SUMMARY

2025 Financial Highlights

While navigating a challenging business environment in 2025, Sylvamo was able to maintain a strong financial position, reinvest in our business and return cash to shareowners. We began a strategically important investment at our Eastover Mill, the lowest cost mill in North America, to increase its capability by an additional 60,000 uncoated freesheet tons and lower its costs even further, while also investing in other low-risk, high-return capital projects which will enable us to grow our earnings and cash flow in the coming years.

EXECUTIVE COMPENSATION

Global Compensation Philosophy and 2025 Programs – Overview

Sylvamo’s Compensation Philosophy closely aligns with our vision of being the employer of choice and is the guidepost for 2025 and future compensation plans and programs. The following are key principles of our philosophy:

EXECUTIVE COMPENSATION

Our 2025 programs are described at a high level below and in more detail in the following section:

EXECUTIVE COMPENSATION

Compensation Policies and Practices

Our compensation program reflects our strong ethical culture and commitment to doing the right things, in the right ways, for the right reasons, all of the time. Below is a summary of select practices that demonstrate our commitment.

EXECUTIVE COMPENSATION

2025 Target Total Direct Compensation Elements

Our NEOs are paid a mix of cash and equity-based compensation. All of our NEOs are executive officers.

We believe executive compensation should be more heavily weighted in variable, at-risk elements, emphasizing incentive compensation over fixed elements, such as base salary, as illustrated in the charts below:

Target Direct Compensation Mix¹

⁽¹⁾ Based on the TDC approved by the MDCC (or by the Board for the CEO) in February 2025, for Mr. Ribiéras as CEO and for all other NEOs, except Mr. Devlin, whose TDC was approved by the MDCC in March 2025, effective May 1, 2025. In addition, in March 2025, the MDCC approved additional compensation for Mr. Sims, as part of his promotion to SVP, Chief Operating Officer.

EXECUTIVE COMPENSATION

CEO 2026 Compensation

In December 2025, the independent members of the board reviewed applicable market data and approved the TDC elements for Mr. Sims effective January 1, 2026, in his new role as CEO and President. Mr. Sims’ 2026 TDC is comprised of: (i) Base Salary of $1,050,000, (ii) short-term incentive target equal to 125% of Base Salary and (iii) long-term incentive target of $4,750,000.

Say on Pay Results

Our NEOs’ 2024 compensation received support from 95% of our shareowners in May 2025. In accordance with shareowner preference expressed in the 2022 “say-on-frequency” vote, we will seek annual shareowner advisory vote of our executive compensation program until the next “say-on-frequency” vote in 2028.

The MDCC will continue to ensure a strong pay-for-performance alignment and refine our compensation philosophy and executive pay programs to ensure appropriate alignment of our executives’ interest with those of shareowners. We believe that engaging with investors is fundamental to our commitment to sound governance and plan to continue to strengthen our investor outreach efforts, as needed, to navigate changes in the executive compensation landscape.

EXECUTIVE COMPENSATION PROGRAM DESIGN

Compensation Decision-Making Process

Role of the Management Development and Compensation Committee

EXECUTIVE COMPENSATION

Role of Management in Compensation Decisions

The CEO recommends to the MDCC the strategic direction of our executive compensation program. In consultation with our Senior Vice President and Chief People Officer, the CEO will recommend the other NEOs’ base pay and incentive plan target awards. The CEO reviews the performance of other NEOs against his or her annual goals and discusses his assessment with the MDCC. The MDCC reviews these recommendations, and then, considering input from its compensation consultant, discusses, modifies and approves each executive officer’s compensation. The CEO does not participate in any MDCC or Board deliberations that involve his own compensation matters.

Our Senior Vice President and Chief People Officer recommends to the MDCC our programmatic design and administration. Our Senior Vice President, Chief Administrative and Legal Officer provides legal advice to the MDCC concerning disclosure obligations, governance and its oversight responsibilities.

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.

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:

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

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

EXECUTIVE COMPENSATION

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:

Sylvamo vs BPG Revenue¹

ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

Target Total Direct Compensation (TDC)

Consistent with our compensation philosophy, our executive compensation program includes a mix of cash and equity-based compensation. We believe executive compensation should be variable and at-risk, emphasizing incentive compensation over fixed elements, such as base salary. The elements of TDC are further described below.

EXECUTIVE COMPENSATION

Base Salary

Base salary is a fixed portion of compensation based on the responsibilities of the position, experience level and individual performance. In February 2025, the MDCC approved base salary increases effective March 1, 2025 based on the benchmark analysis for the NEOs, except for Mr. Devlin, as shown below. As part of the CEO succession plan, the MDCC approved in March 2025 (i) an increase for Mr. Sims effective May 1, 2025, as SVP, Chief Operating Officer (“COO”) and (ii) the TDC elements for Mr. Devlin, effective May 1, 2025. The following table shows the annual base salary in effect during 2025 for our NEOs:

⁽¹⁾ Mr. Devlin joined Sylvamo on May 1, 2025, the amount shown above was effective upon his start date.

⁽²⁾ Ms. Kalman is paid in her local currency of Brazilian Real; amounts shown above were converted using 1 BRL = 0.1813 USD.

Short-Term Incentive

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:

⁽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.

EXECUTIVE COMPENSATION

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:

⁽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.

EXECUTIVE COMPENSATION

Long-Term Incentive

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 rTSR¹. 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.

EXECUTIVE COMPENSATION

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:

⁽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%.

Other Elements

Retirement and Benefit Plans

The NEOs, except for Ms. Kalman, participate in the same health, welfare and retirement programs available to most of the Company’s salaried U.S. employees. Non-U.S. Executive Officers, including Ms. Kalman are provided health, welfare and retirement benefits aligned with local market practice and laws. Additionally, our unfunded, non-qualified plan — the Deferred Compensation Savings Plan (“DCSP”) — is available to eligible salaried U.S. employees, including the NEOs, except Ms. Kalman, to provide a retirement savings vehicle for employee and Company contributions beyond limits set by the Internal Revenue Service (“IRS”) for tax-qualified plans. Without the DCSP, these employees would not achieve a retirement benefit commensurate with their earnings during the course of their careers with us. Participants do not receive preferential or above-market earnings on accounts held in the DCSP.

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”).

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT

On behalf of the board of directors, the Management Development and Compensation Committee of the Board of Directors (referred to as the MDCC) oversees the Company’s compensation programs. In fulfilling its oversight responsibilities, the MDCC has reviewed and discussed the Compensation Discussion and Analysis included in this Proxy Statement with the Company’s management.

Based on the review and discussion referred to above, the MDCC recommended to the board of directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and its Proxy Statement on Schedule 14A filed in connection with the Company’s 2026 Annual Meeting of Shareowners.

Management Development and Compensation Committee

Executive Compensation Tables

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.