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  4. [Form 4/A] WEYERHAEUSER CO Amended Insider Trading Activity

Weyerhaeuser (NYSE: WY) director granted 7,832 deferred share units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

Weyerhaeuser Company director Nicole Weyerhaeuser Piasecki reported receiving 7,832 share equivalents as a compensation award. These stock equivalents were acquired under the company’s Fee Deferral Plan for Directors, by deferring 7,832 restricted stock units that represent the equity portion of an annual retainer fee of $180,000.

The number of units was calculated using a price of $22.98, the average of the $23.40 high and $22.56 low trading prices on the grant date. Additional stock equivalents will accrue when dividends are paid, and all stock equivalents are settled in common shares after her board service ends. Following this award and prior dividend-related accruals, her reported holdings total 93,391.357 stock equivalents.

Positive

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Insider PIASECKI NICOLE WEYERHAEUSER
Role null
Type Security Shares Price Value
Grant/Award Share equivalents 7,832 $0.00 --
Holdings After Transaction: Share equivalents — 93,391.357 shares (Direct, null)
Footnotes (1)
  1. The stock equivalents reported herein were acquired pursuant to the Issuer's Fee Deferral Plan for Directors. The Reporting Person elected to defer receipt of 7,832 restricted stock units into an equal number of stock equivalents. The restricted stock units (rounded down to the nearest whole unit) represent the equity portion of the annual retainer fee in the amount of $180,000, with the number of units determined by dividing the dollar amount of the fee by $22.98, the average of the high ($23.40) and low ($22.56) price of the Issuer's common stock on the date of the grant. Additional stock equivalents accrue as and when dividends are paid on the Issuer's common stock. Stock equivalents are paid in an equal number of shares of the Issuer's common stock upon the Reporting Person's termination of service as a director. Reported holdings include stock equivalents acquired since the Reporting Person's last filing on Form 4 from dividend reinvestment transactions exempt from Section 16 of the Securities Exchange Act of 1934, as amended.
Share equivalents granted 7,832 share equivalents Director equity retainer grant under Fee Deferral Plan
Total stock equivalents held 93,391.357 stock equivalents Holdings after reported transaction
Annual equity retainer $180,000 Equity portion of director annual retainer fee
Grant calculation price $22.98 per share Average of high and low price on grant date
High price on grant date $23.40 per share Used in average price calculation
Low price on grant date $22.56 per share Used in average price calculation
Fee Deferral Plan for Directors financial
"The stock equivalents reported herein were acquired pursuant to the Issuer's Fee Deferral Plan for Directors."
restricted stock units financial
"The Reporting Person elected to defer receipt of 7,832 restricted stock units into an equal number of stock equivalents."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
stock equivalents financial
"Stock equivalents are paid in an equal number of shares of the Issuer's common stock upon the Reporting Person's termination of service as a director."
dividend reinvestment transactions financial
"Reported holdings include stock equivalents acquired since the Reporting Person's last filing on Form 4 from dividend reinvestment transactions exempt from Section 16..."
Section 16 of the Securities Exchange Act of 1934 regulatory
"dividend reinvestment transactions exempt from Section 16 of the Securities Exchange Act of 1934, as amended."
A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
PIASECKI NICOLE WEYERHAEUSER
(Last)(First)(Middle)
2000 WELLS FARGO PLACE
30 EAST 7TH STREET
(Street)
SAINT PAUL MINNESOTA 55101-4930
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
WEYERHAEUSER CO [ WY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)
05/18/2026
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Share equivalents$005/15/2026A7,832(1) (1) (1)Common7,832$093,391.357(2)D
Explanation of Responses:
1. The stock equivalents reported herein were acquired pursuant to the Issuer's Fee Deferral Plan for Directors. The Reporting Person elected to defer receipt of 7,832 restricted stock units into an equal number of stock equivalents. The restricted stock units (rounded down to the nearest whole unit) represent the equity portion of the annual retainer fee in the amount of $180,000, with the number of units determined by dividing the dollar amount of the fee by $22.98, the average of the high ($23.40) and low ($22.56) price of the Issuer's common stock on the date of the grant. Additional stock equivalents accrue as and when dividends are paid on the Issuer's common stock. Stock equivalents are paid in an equal number of shares of the Issuer's common stock upon the Reporting Person's termination of service as a director.
2. Reported holdings include stock equivalents acquired since the Reporting Person's last filing on Form 4 from dividend reinvestment transactions exempt from Section 16 of the Securities Exchange Act of 1934, as amended.
/s/ Jason K Mitchell, Attorney-in-fact for Nicole W. Piasecki05/19/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Weyerhaeuser (WY) disclose for Nicole Weyerhaeuser Piasecki?

Weyerhaeuser disclosed that director Nicole Weyerhaeuser Piasecki acquired 7,832 share equivalents. These reflect deferred restricted stock units granted as the equity portion of her $180,000 annual director retainer under the company’s Fee Deferral Plan for Directors.

How was the 7,832-share-equivalent grant to the Weyerhaeuser (WY) director calculated?

The 7,832 share equivalents were determined by dividing a $180,000 equity retainer by $22.98. That $22.98 figure is the average of Weyerhaeuser’s $23.40 high and $22.56 low stock prices on the grant date.

What are stock equivalents in Weyerhaeuser’s (WY) director Fee Deferral Plan?

Stock equivalents are bookkeeping units tied to Weyerhaeuser common stock. Directors can defer restricted stock units into stock equivalents, which accumulate additional equivalents when dividends are paid and are ultimately settled in an equal number of common shares at the end of board service.

What are Nicole Weyerhaeuser Piasecki’s total reported holdings after this Form 4/A?

After the reported award, Nicole Weyerhaeuser Piasecki’s holdings total 93,391.357 stock equivalents. This amount includes the 7,832 equivalents from the current equity retainer grant plus prior equivalents accumulated, including those from dividend reinvestment transactions.

Does the Weyerhaeuser (WY) Form 4/A involve open-market buying or selling?

No. The Form 4/A reflects a compensation-related grant and deferral, not an open-market trade. The 7,832 share equivalents were awarded as the equity portion of a director retainer and deferred into stock equivalents under the Fee Deferral Plan for Directors.

When will Weyerhaeuser (WY) stock equivalents be paid to the reporting director?

The stock equivalents will be paid in Weyerhaeuser common shares when the director’s board service ends. Until then, additional stock equivalents accrue whenever the company pays dividends, mirroring the dividend reinvestment effect for these deferred units.