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

Rhea-AI Filing Summary

Weyerhaeuser Senior Vice President & CFO David M. Wold reported tax-related share dispositions connected to equity awards. On March 1, 2026, a total of 18,551 Common shares were used to cover tax liabilities, in two transactions of 9,524 and 9,027 shares at $24.53 per share.

The footnotes state these shares were withheld for taxes upon full vesting of a 2022 restricted stock unit award and a 2023 performance stock unit award. After these tax-withholding dispositions, Wold directly owned 165,048.7483 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^*

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)
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		9,524(1)	D	$24.53	174,075.7483	D
Common	03/01/2026		F		9,027(2)	D	$24.53	165,048.7483	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 David M. Wold	03/03/2026
	** 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 insider transaction did Weyerhaeuser (WY) CFO David Wold report?

Weyerhaeuser CFO David M. Wold reported tax-withholding dispositions of common shares. On March 1, 2026, shares were withheld to satisfy tax liabilities arising from vesting restricted stock units and performance stock units, rather than an open-market purchase or sale.

How many Weyerhaeuser shares were used to cover David Wold’s taxes?

A total of 18,551 Weyerhaeuser common shares were used to cover taxes. The filing shows two transactions, one for 9,524 shares and another for 9,027 shares, both reported at a transaction price of $24.53 per share.

What is transaction code F in David Wold’s Weyerhaeuser Form 4?

Transaction code F on the Form 4 indicates payment of tax liability by delivering securities. In this case, Weyerhaeuser shares were withheld to cover taxes owed when restricted stock units and performance stock units vested, rather than shares being sold on the open market.

Which Weyerhaeuser equity awards triggered David Wold’s tax-withholding share dispositions?

The tax-withholding share dispositions were tied to two Weyerhaeuser equity awards. Footnotes explain they related to full vesting of a 2022 restricted stock unit award and a 2023 performance stock unit award, with fractional shares settled in cash upon vesting.

How many Weyerhaeuser shares did CFO David Wold own after these transactions?

After the reported tax-withholding dispositions, David M. Wold directly owned 165,048.7483 Weyerhaeuser common shares. This figure reflects his direct ownership balance following the March 1, 2026 transactions used to satisfy tax obligations from vested equity awards.

Were David Wold’s Weyerhaeuser share transactions open-market sales?

The transactions were not open-market sales; they were tax-withholding dispositions. The Form 4 and footnotes specify that shares were withheld to pay taxes due on vesting restricted stock unit and performance stock unit awards, coded as payment of tax liability using securities.