Weyerhaeuser (WY) SVP Keatley has shares withheld to cover vesting taxes

Rhea-AI Filing Summary

Weyerhaeuser Senior Vice President Travis A. Keatley reported two tax-related share dispositions tied to equity award vesting. On restricted stock unit and performance share unit vestings, a total of 10,510 and 9,027 common shares, respectively, were withheld at $24.53 per share to cover tax obligations. Following these non‑market, tax-withholding dispositions, Keatley directly owned about 171,638 common shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Keatley Travis A

Role Senior Vice President

Type	Security	Shares	Price	Value
Tax Withholding	Common	10,510	$24.53	$258K
Tax Withholding	Common	9,027	$24.53	$221K

Holdings After Transaction: Common — 180,665.292 shares (Direct)

Footnotes (1)

1. These shares are being withheld to cover taxes for restricted stock unit vestings. The number of shares reflects the settlement of fractional shares in cash upon full vesting of the 2022 restricted stock unit award. These shares are being withheld to cover taxes for a performance share unit vesting. The number of shares reflects the settlement of fractional shares in cash upon full vesting of the 2023 performance stock unit award.

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^*

Keatley Travis A

(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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		F		10,510(1)	D	$24.53	180,665.2919	D
Common	03/01/2026		F		9,027(2)	D	$24.53	171,638.2919	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 restricted stock unit vestings. The number of shares reflects the settlement of fractional shares in cash upon full vesting of the 2022 restricted stock unit award.

2. These shares are being withheld to cover taxes for a performance share unit vesting. The number of shares reflects the settlement of fractional shares in cash upon full vesting of the 2023 performance stock unit award.

	/s/ Jose J. Quintana, Attorney-in-fact for Travis A. Keatley	03/03/2026
	** 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.

FAQ

What did Weyerhaeuser (WY) executive Travis A. Keatley report on this Form 4?

Travis A. Keatley reported tax-related dispositions of Weyerhaeuser common shares. Shares were withheld by the company to cover taxes triggered by restricted stock unit and performance share unit vestings, rather than sold in open market transactions.

How many Weyerhaeuser (WY) shares were withheld for Keatley’s tax obligations?

A total of 10,510 and 9,027 Weyerhaeuser common shares were withheld. One block related to a 2022 restricted stock unit award, and the other to a 2023 performance stock unit award, both covering tax liabilities on vesting.

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

Both tax-withholding dispositions used a price of $24.53 per Weyerhaeuser common share. This price was applied to the shares withheld to satisfy the tax liability arising from the vesting of Keatley’s stock-based compensation awards.

Did Travis A. Keatley sell Weyerhaeuser (WY) shares on the open market?

No, the transactions were coded “F” as tax-withholding dispositions. The shares were withheld by Weyerhaeuser to pay exercise or tax liabilities on vesting awards, rather than actively sold by Keatley in open market trades.

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

After the reported tax-withholding dispositions, Keatley directly owned about 171,638.2919 Weyerhaeuser common shares. This figure reflects his remaining direct holdings following the vesting-related share withholdings for tax purposes.

What do the Form 4 footnotes say about Keatley’s Weyerhaeuser (WY) transactions?

The footnotes explain the shares were withheld to cover taxes on vesting awards. One note covers a 2022 restricted stock unit award; the other covers a 2023 performance stock unit award, including settlement of fractional shares in cash.