Weyerhaeuser (WY) CFO David Wold reports performance and RSU share grants

Rhea-AI Filing Summary

Weyerhaeuser Senior Vice President & CFO David M. Wold reported stock-based compensation awards in the form of common shares. On February 12, 2026, he acquired 22,938.1862 common shares at $0 per share from a performance share unit incentive award, bringing his direct holdings to 143,733.1961 shares.

On February 13, 2026, he received an additional grant of 39,867 common shares as a restricted stock unit award, also at $0 per share, increasing his directly held stake to 183,600.1961 shares. The earned performance shares are scheduled to vest on March 1, 2026, and the restricted stock units vest in four equal annual installments beginning March 1, 2027. Some reported holdings reflect prior dividend reinvestments.

SEC Form 4

FORM 4

UNITED 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

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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^*

Wold David M

(Last) (First) (Middle)

220 OCCIDENTAL AVE SOUTH

(Street)

SEATTLE WA 98104

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WEYERHAEUSER CO [ WY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Vice President & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common	02/12/2026		A		22,938.1862(1)	A	$0	143,733.1961(2)	D
Common	02/13/2026		A		39,867(3)	A	$0	183,600.1961	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares earned pursuant to a previously granted performance share unit incentive award upon certification by the Issuer's compensation committee of performance measure achievement. In accordance with the award's terms and conditions, these shares will vest on March 1, 2026. The total earned shares reported herein include additional shares accrued during the performance period from dividend reinvestments.

2. Reported holdings include shares 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.

3. These shares were granted pursuant to a restricted stock unit award that vests in four equal annual installments beginning on March 1, 2027, and on each March 1st thereafter during the vesting period.

	/s/ Jose J. Quintana, Attorney-in-fact for David M. Wold	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Weyerhaeuser (WY) disclose about CFO David Wold’s recent share awards?

Weyerhaeuser disclosed that CFO David M. Wold received stock-based awards in common shares. He acquired 22,938.1862 shares from a performance share unit award and 39,867 shares from a restricted stock unit grant, increasing his direct ownership to 183,600.1961 shares.

How many Weyerhaeuser (WY) shares does the CFO own after these Form 4 transactions?

After the reported transactions, CFO David M. Wold directly owns 183,600.1961 Weyerhaeuser common shares. This figure reflects the newly earned performance share award, the new restricted stock unit grant, and previously accumulated holdings including shares from dividend reinvestment transactions.

What are the vesting terms of the performance share award reported for Weyerhaeuser (WY)?

The performance share award resulted in 22,938.1862 earned common shares for the CFO. These shares were earned based on performance measure achievement certified by the compensation committee and are scheduled to vest on March 1, 2026, under the award’s terms and conditions.

What are the vesting terms of the restricted stock unit grant at Weyerhaeuser (WY)?

The restricted stock unit grant of 39,867 common shares to the CFO vests in four equal annual installments. Vesting begins on March 1, 2027, and continues on each March 1 thereafter during the award’s vesting period, subject to the award’s conditions.

Were any of the Weyerhaeuser (WY) CFO’s reported shares related to dividend reinvestments?

Yes. The filing notes that the reported holdings include shares acquired through dividend reinvestment transactions. These dividend reinvestment acquisitions are exempt from Section 16 of the Securities Exchange Act and have been accumulated since the CFO’s prior Form 4 filing.

Did the Weyerhaeuser (WY) CFO pay cash for the reported share awards?

The reported transactions list a price of $0 per share for both awards. This indicates the shares were granted as stock-based compensation, not purchased for cash in open-market transactions, consistent with performance share and restricted stock unit awards.