Weyerhaeuser (NYSE: WY) SVP has shares withheld to cover taxes

Rhea-AI Filing Summary

Weyerhaeuser senior vice president Brian K. Chaney reported two Form 4 transactions in company common stock. A total of 4,769 shares were disposed of at $24.53 per share as part of tax-withholding arrangements, not open-market sales.

One transaction withheld 4,132 shares to cover taxes on a 2022 restricted stock unit award that fully vested, with fractional shares settled in cash. The other withheld 637 shares to cover taxes on a 2023 performance share unit award at full vesting. After these tax-related dispositions, Chaney directly holds 118,169.6338 Weyerhaeuser common shares.

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^*

Chaney Brian K

(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		4,132(1)	D	$24.53	118,806.6338	D
Common	03/01/2026		F		637(2)	D	$24.53	118,169.6338	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 Brian K. Chaney	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).
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FAQ

What insider transaction did Weyerhaeuser (WY) report for Brian K. Chaney?

Weyerhaeuser reported that senior vice president Brian K. Chaney had 4,769 common shares disposed of to cover tax obligations. These shares were withheld in connection with vesting of restricted stock units and performance share units, rather than sold in open-market transactions.

Were Brian K. Chaney’s Weyerhaeuser (WY) share transactions open-market sales?

No, the transactions were not open-market sales. The shares were withheld by Weyerhaeuser to satisfy tax liabilities triggered by vesting of equity awards, specifically restricted stock units and performance share units, as described in the Form 4 footnotes.

How many Weyerhaeuser (WY) shares were withheld for Chaney’s 2022 RSU vesting?

For the 2022 restricted stock unit award vesting, 4,132 Weyerhaeuser common shares were withheld at $24.53 per share. The footnote explains that fractional shares resulting from the full vesting were settled in cash rather than in additional stock.

How many Weyerhaeuser (WY) shares were withheld for Chaney’s 2023 performance units?

For the 2023 performance share unit award vesting, 637 Weyerhaeuser common shares were withheld at $24.53 per share. According to the Form 4, these shares were applied to satisfy associated tax obligations at the time of full vesting.

What is Brian K. Chaney’s Weyerhaeuser (WY) shareholding after these Form 4 transactions?

After the tax-withholding dispositions, Brian K. Chaney directly holds 118,169.6338 Weyerhaeuser common shares. This figure reflects the remaining ownership following the withholding of 4,769 shares tied to vesting of the 2022 RSU and 2023 performance stock unit awards.

What does transaction code F mean in the Weyerhaeuser (WY) Form 4?

Code F indicates a tax-withholding disposition, where shares are surrendered to pay taxes or exercise costs. In this Weyerhaeuser filing, both transactions with code F reflect shares withheld to cover tax liabilities upon vesting of equity awards, not discretionary market sales.