[8-K] Weyerhaeuser Company Reports Material Event

Rhea-AI Filing Summary

On June 30, 2025, Weyerhaeuser Company ("WY") entered into a $1.75 billion, five-year senior unsecured Amended and Restated Revolving Credit Facility with a lender group led by Wells Fargo. The new facility replaces the company’s March 2023 $1.5 billion revolver, raising committed liquidity by $250 million and extending maturity to June 30, 2030. Proceeds may be deployed for working capital, debt refinancing, acquisitions, share repurchases and capital expenditures.

Borrowings will accrue interest at the company’s option of Term SOFR, Daily Simple SOFR or Base Rate plus a ratings-based margin, giving WY pricing flexibility while preserving investment-grade terms. Key covenants require (i) minimum adjusted shareholders’ equity of $3.0 billion and (ii) a funded-debt-to-capital ratio of ≤65%. Additional provisions limit secured debt, sale-leasebacks and transformational transactions, all customary for unsecured investment-grade credit lines.

The agreement is unsecured and contains no borrowing-base mechanism, signalling lender confidence in WY’s balance-sheet quality. Expanded capacity and a long tenor strengthen the company’s liquidity buffer ahead of potential lumber-price volatility and provide strategic flexibility for growth or shareholder-return initiatives.

Positive

• Liquidity boost: Facility increased to $1.75 billion, up $250 million versus prior line.
• Extended tenor: Maturity pushed to June 2030, locking in five-year committed capital.
• Unsecured structure: Preserves asset flexibility and avoids collateral constraints.
• Investment-grade covenants: Leverage and equity thresholds leave ample headroom.

Negative

• Potential for higher leverage: Larger revolver could encourage additional borrowing during downturns.
• Floating-rate exposure: SOFR-based pricing may lift interest expense if rates remain elevated.
• Covenant restrictions: Limits on secured debt and M&A could constrain strategic options if metrics deteriorate.

Insights

Credit Analyst

TL;DR: Upsized, five-year unsecured revolver enhances WY’s liquidity with manageable covenants—credit-positive.

Increasing the revolver to $1.75 billion adds roughly 17% incremental liquidity while maintaining unsecured status, limiting collateral encumbrance. The 65% debt-to-capital cap and $3 billion equity floor are modest for a BBB/Baa context and leave headroom relative to WY’s historical leverage. Rating-linked pricing tightens spreads if upgrades occur, limiting carry cost. Overall, the amendment strengthens the company’s liquidity profile without materially raising credit risk.

Equity Portfolio Manager

TL;DR: Neutral for equity—more flexibility for buybacks/acquisitions but also scope for higher leverage.

The enlarged, flexible revolver gives management optionality to repurchase stock or pursue bolt-on timberland deals, supporting capital-allocation agility. However, a larger credit line could precede incremental borrowing during industry downturns, potentially diluting EPS if not accretive. With SOFR-based rates floating upward, carry cost will rise if fully drawn. Absent immediate deployment plans, the announcement is strategically useful yet unlikely to move near-term earnings.

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2025

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in charter)

Washington	1-4825	91-0470860
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

220 Occidental Avenue South

Seattle, Washington 98104-7800

(Address of principal executive offices)

(zip code)

Registrant’s telephone number, including area code:

(206) 539-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $1.25 per share		WY		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934:

☐	Emerging growth company
☐	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Table of Contents

TABLE OF CONTENTS

Item 1.01.	Entry into a Material Definitive Agreement
Item 2.03.	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 9.01.	Financial Statements and Exhibits
	SIGNATURES
EXHIBIT 10.1	Amended and Restated Revolving Credit Facility Agreement dated as of June 30, 2025, among Weyerhaeuser Company, as Borrower, the lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent
EXHIBIT 104.	Cover page interactive data file (embedded within the Inline XBRL document)

Table of Contents

Section 1 - Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement

On June 30, 2025, Weyerhaeuser Company (“Weyerhaeuser”) entered into a $1.75 billion five-year senior unsecured Amended and Restated Revolving Credit Facility Agreement (the “Amended and Restated Credit Agreement”) with the lenders party thereto (the “Lenders”) and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”). The Amended and Restated Credit Agreement, which amends and restates Weyerhaeuser’s $1.5 billion five-year senior unsecured Revolving Credit Facility Agreement dated as of March 13, 2023, will expire on June 30, 2030. Loans made pursuant to the Amended and Restated Credit Agreement may be used for general corporate purposes of Weyerhaeuser and its subsidiaries, including, but not limited to, for working capital purposes, to refinance or otherwise repay or prepay any indebtedness and to finance acquisitions, stock repurchases and capital expenditures. Borrowings will bear interest at a floating rate based on, at Weyerhaeuser’s option, Term SOFR, Daily Simple SOFR or the Base Rate (as each is defined in the Amended and Restated Credit Agreement), in each case plus a spread that varies depending upon the credit rating assigned to Weyerhaeuser’s senior unsecured long-term debt from time to time.

Key covenants applicable to Weyerhaeuser under the Amended and Restated Credit Agreement include requirements to maintain: a minimum total adjusted shareholders’ equity (as defined in the Amended and Restated Credit Agreement) of $3.0 billion; and a funded debt ratio of 65% or less, calculated as set forth in the Amended and Restated Credit Agreement as total funded indebtedness divided by total adjusted shareholders’ equity plus total funded indebtedness. The Amended and Restated Credit Agreement contains other covenants customary for borrowers with an investment grade credit rating. These include but are not limited to covenants that place limitations on Weyerhaeuser’s ability to incur secured debt, enter into certain sale and leaseback transactions, merge or sell all or substantially all of its assets or fundamentally change its business.

The foregoing description of the Amended and Restated Credit Agreement is a general description only, does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Credit Agreement, which is filed as Exhibit 10.1 hereto and incorporated into this report by reference. The Amended and Restated Credit Agreement contains representations and warranties that Weyerhaeuser made to the Lenders as of a specific date. The assertions embodied in those representations and warranties were made solely for purposes of the contractual agreements between the parties to the Amended and Restated Credit Agreement and may be subject to important qualifications and limitations to which the parties agreed in connection with negotiating the terms of the Amended and Restated Credit Agreement. One or more of these representations and warranties may have been used for the purpose of allocating risk between the parties rather than establishing matters as fact. Moreover, one or more of these representations and warranties may not be accurate or complete as of any specified date or may be subject to a contractual standard of materiality different from those generally applicable to investors. For the foregoing reasons, investors should not rely on the representations and warranties as statements or representations of factual information.

Certain of the Lenders and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, investment banking, commercial banking and general financing and treasury services for Weyerhaeuser, including as an underwriter for one or more public offerings of Weyerhaeuser’s securities, for which they received or will receive customary fees and expenses.

Section 2 - Financial Information

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of Section 1 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of Section 2.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The following exhibit is filed with this report.

Exhibit No. Description

Table of Contents

	10.1	Amended and Restated Revolving Credit Facility Agreement dated as of June 30, 2025, among Weyerhaeuser Company, as Borrower, the lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent
	104	Cover page interactive data file (embedded within the inline XBRL document).

Table of Contents

SIGNATURES

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

WEYERHAEUSER COMPANY
By:		/s/ Kristy T. Harlan
Name:		Kristy T. Harlan
Its:		Senior Vice President, General Counsel and Corporate Secretary

Date: July 3, 2025

FAQ

How much did Weyerhaeuser (WY) increase its revolving credit facility?

The facility grew by $250 million, from $1.5 billion to $1.75 billion.

When does the new credit facility expire?

The revolving credit facility matures on June 30, 2030.

What are the key financial covenants in Weyerhaeuser’s amended revolver?

WY must keep adjusted shareholders’ equity ≥ $3.0 billion and a funded-debt-to-capital ratio ≤ 65%.

Is the credit agreement secured by Weyerhaeuser’s assets?

No. The facility is senior unsecured, giving WY asset-pledge flexibility.

What interest benchmarks apply to borrowings under the facility?

Borrowings can be priced off Term SOFR, Daily Simple SOFR or the Base Rate, plus a ratings-based spread.