Weyerhaeuser (WY) director withholds shares to cover RSU tax obligations

Rhea-AI Filing Summary

Weyerhaeuser director Mark A. Emmert reported a small, routine tax-withholding transaction related to equity compensation. On this Form 4, 106.34 shares of common stock were withheld at $23.53 per share to cover taxes from a restricted stock unit vesting, leaving him with 58,582 shares directly owned.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Emmert Mark A

Role null

Type	Security	Shares	Price	Value
Tax Withholding	Common	106.34	$23.53	$3K

Holdings After Transaction: Common — 58,582 shares (Direct, null)

Footnotes (1)

1. These shares are being withheld to cover taxes for a restricted stock unit vesting. 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, and reflect a cash payment in lieu of fractional shares upon the restricted stock unit vesting.

Key Figures

Shares withheld for taxes: 106.34 shares Tax withholding price: $23.53 per share Shares owned after transaction: 58,582 shares +1 more

4 metrics

Shares withheld for taxes 106.34 shares Tax withholding on restricted stock unit vesting

Tax withholding price $23.53 per share Value used for RSU tax-withholding transaction

Shares owned after transaction 58,582 shares Direct Weyerhaeuser common stock holdings after Form 4 event

Tax-withholding share count 106.34 shares Form 4 transactionSummary taxWithholdingShares

Key Terms

restricted stock unit, dividend reinvestment transactions, tax-withholding disposition, Section 16

4 terms

restricted stock unit financial

"These shares are being withheld to cover taxes for a restricted stock unit vesting."

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

dividend reinvestment transactions financial

"include shares acquired ... from dividend reinvestment transactions exempt from Section 16"

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Section 16 regulatory

"transactions exempt from Section 16 of the Securities Exchange Act of 1934"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

Form 4 Insider Transactions: What Each Field Means →

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

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^*

Emmert Mark A

(Last) (First) (Middle)

220 OCCIDENTAL AVE SOUTH

(Street)

SEATTLE WASHINGTON 98104

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2026

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

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

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

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	05/09/2026		F		106.34(1)	D	$23.53	58,582(2)	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. These shares are being withheld to cover taxes for a restricted stock unit vesting.

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, and reflect a cash payment in lieu of fractional shares upon the restricted stock unit vesting.

	/s/ Jose J. Quintana, Attorney-in-fact for Mark A. Emmert	05/12/2026
	** Signature of Reporting Person	Date
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)

FAQ

What did Weyerhaeuser (WY) director Mark A. Emmert report on this Form 4?

Mark A. Emmert reported a small tax-related share disposition. 106.34 Weyerhaeuser common shares were withheld to cover taxes from a restricted stock unit vesting, a routine administrative event tied to equity compensation rather than an open-market stock sale.

How many Weyerhaeuser (WY) shares were withheld for taxes in this filing?

The filing shows 106.34 Weyerhaeuser common shares were withheld. These shares covered tax obligations arising from a restricted stock unit vesting, according to the footnotes, and do not represent an open-market sale by the director to outside investors.

At what price were the Weyerhaeuser (WY) shares valued for the tax withholding?

The withheld 106.34 shares were valued at $23.53 per share. This value is used to calculate the tax payment for the restricted stock unit vesting and is disclosed as the transaction price per share on the Form 4 filing.

How many Weyerhaeuser (WY) shares does Mark A. Emmert own after this transaction?

After the tax-withholding disposition, Mark A. Emmert directly owns 58,582 Weyerhaeuser common shares. The Form 4 states this total in the “shares following transaction” field, reflecting his updated direct ownership position after the restricted stock unit vesting.

Was this Weyerhaeuser (WY) Form 4 transaction an open-market sale by the director?

No, the transaction was not an open-market sale. The Form 4 identifies the code as “F,” and the footnotes explain the shares were withheld solely to cover taxes for a restricted stock unit vesting, a standard equity compensation process.