Weyerhaeuser (NYSE: WY) director receives stock units and defers fees

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Williams Kim reported acquisition or exercise transactions in this Form 4 filing.

Weyerhaeuser director Kim Williams received new equity-based compensation. Williams was granted 7,832 restricted stock units as the equity portion of a $180,000.00 annual retainer, based on a $22.98 share price. Williams also deferred $120,000.00 of cash fees into 5,221.932 stock equivalents at the same price, bringing holdings to 61,545 common shares and 92,290.887 stock equivalents.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Williams Kim

Role null

Type	Security	Shares	Price	Value
Grant/Award	Share Equivalents	5,221.932	$22.98	$120K
Grant/Award	Common	7,832	$0.00	--

Holdings After Transaction: Share Equivalents — 92,290.887 shares (Direct, null); Common — 61,545 shares (Direct, null)

Footnotes (1)

These shares were granted pursuant to a restricted stock unit award that vests 100% upon the earlier of the one-year anniversary of the grant date or the day prior to the company's next regular meeting of shareholders following the grant date. These shares (rounded down to the nearest whole share) represent the equity portion of the annual retainer fee in the amount of $180,000.00, with the number of restricted stock units determined by dividing the dollar amount of the fee by $22.98, the average of the high ($23.40) and low ($22.56) price of the Issuer's common stock on the date of the grant. Additional units accrue as and when dividends are paid on the Issuer's common stock. The stock equivalents reported herein were acquired pursuant to the Issuer's Fee Deferral Plan for Directors. The Reporting Person elected to defer the cash portion of the annual retainer fee in the amount of $120,000.00 into stock equivalents, with the number of stock equivalents determined by dividing the dollar amount of the fee by $22.98, the average of the high ($23.40) and low ($22.56) price of the Issuer's common stock on the date of the grant. Additional stock equivalents accrue as and when dividends are paid on the Issuer's common stock. Stock equivalents are paid in an equal number of shares of the Issuer's common stock upon the Reporting Person's termination of service as a director. Reported holdings include stock equivalents 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.

Key Figures

Restricted stock units granted: 7,832 units Equity retainer amount: $180,000.00 Fee deferral into stock equivalents: $120,000.00 +4 more

7 metrics

Restricted stock units granted 7,832 units Equity portion of $180,000 annual retainer at $22.98 per share

Equity retainer amount $180,000.00 Annual director retainer paid in restricted stock units

Fee deferral into stock equivalents $120,000.00 Cash portion of annual retainer deferred into stock equivalents

Stock equivalents acquired 5,221.932 equivalents Deferral of $120,000 at $22.98 per share equivalent

Grant calculation price $22.98 per share Average of high $23.40 and low $22.56 on grant date

Common shares after grant 61,545 shares Total Weyerhaeuser common stock directly held post-transaction

Stock equivalents after deferral 92,290.887 equivalents Total stock equivalents held after new fee deferral

Key Terms

restricted stock unit award, Fee Deferral Plan for Directors, stock equivalents, dividend reinvestment transactions, +1 more

5 terms

restricted stock unit award financial

"These shares were granted pursuant to a restricted stock unit award that vests 100%..."

A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.

Fee Deferral Plan for Directors financial

"The stock equivalents reported herein were acquired pursuant to the Issuer's Fee Deferral Plan for Directors."

stock equivalents financial

"The Reporting Person elected to defer the cash portion of the annual retainer fee... into stock equivalents..."

dividend reinvestment transactions financial

"Reported holdings include stock equivalents acquired... from dividend reinvestment transactions exempt from Section 16..."

Section 16 of the Securities Exchange Act of 1934 regulatory

"dividend reinvestment transactions exempt from Section 16 of the Securities Exchange Act of 1934, as amended."

A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 05:35 PM

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^*

Williams Kim

(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)
05/15/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common	05/15/2026		A		7,832⁽¹⁾	A	$0	61,545	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Share Equivalents	$0	05/15/2026		A		5,221.932⁽²⁾		⁽²⁾	⁽²⁾	Common	5,221.932	$22.98⁽²⁾	92,290.887⁽³⁾	D

Explanation of Responses:

1. These shares were granted pursuant to a restricted stock unit award that vests 100% upon the earlier of the one-year anniversary of the grant date or the day prior to the company's next regular meeting of shareholders following the grant date. These shares (rounded down to the nearest whole share) represent the equity portion of the annual retainer fee in the amount of $180,000.00, with the number of restricted stock units determined by dividing the dollar amount of the fee by $22.98, the average of the high ($23.40) and low ($22.56) price of the Issuer's common stock on the date of the grant. Additional units accrue as and when dividends are paid on the Issuer's common stock.

2. The stock equivalents reported herein were acquired pursuant to the Issuer's Fee Deferral Plan for Directors. The Reporting Person elected to defer the cash portion of the annual retainer fee in the amount of $120,000.00 into stock equivalents, with the number of stock equivalents determined by dividing the dollar amount of the fee by $22.98, the average of the high ($23.40) and low ($22.56) price of the Issuer's common stock on the date of the grant. Additional stock equivalents accrue as and when dividends are paid on the Issuer's common stock. Stock equivalents are paid in an equal number of shares of the Issuer's common stock upon the Reporting Person's termination of service as a director.

3. Reported holdings include stock equivalents 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.

	/s/ Jose J. Quintana, Attorney-in-fact for Kim Williams	05/19/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Weyerhaeuser (WY) director Kim Williams report on this Form 4?

Kim Williams reported equity-based compensation awards, not open-market trades. The filing shows a grant of restricted stock units and additional stock equivalents from deferring board fees, increasing Williams’ overall equity-linked interest in Weyerhaeuser without any reported share sales.

How many restricted stock units did Kim Williams receive from Weyerhaeuser (WY)?

Williams received 7,832 restricted stock units. These units represent the equity portion of a $180,000.00 annual retainer, calculated using a share price of $22.98. The award vests 100% after about one year or just before the next regular shareholder meeting, whichever occurs first.

How was the Weyerhaeuser (WY) director’s cash retainer handled in this filing?

Williams elected to defer $120,000.00, the cash portion of the annual retainer, into stock equivalents. The number of stock equivalents, 5,221.932, was determined by dividing the fee by $22.98, the average of the high and low trading prices on the grant date.

What are stock equivalents in the Weyerhaeuser (WY) Fee Deferral Plan for Directors?

Stock equivalents are bookkeeping entries tied to Weyerhaeuser’s common shares. Under the Fee Deferral Plan for Directors, deferred fees convert into stock equivalents, which are ultimately paid out in an equal number of common shares when the director’s board service ends, aligning compensation with shareholder outcomes.

When do Kim Williams’ Weyerhaeuser (WY) stock equivalents and RSUs change over time?

Both restricted stock units and stock equivalents increase as dividends are paid. The filing notes that additional units or equivalents accrue whenever Weyerhaeuser pays dividends on its common stock, so Williams’ total equity-linked position can grow over time without new grants or market purchases.

What are Kim Williams’ Weyerhaeuser (WY) holdings after these Form 4 transactions?

After these transactions, Williams directly holds 61,545 shares of Weyerhaeuser common stock and 92,290.887 stock equivalents. These figures include the new restricted stock units and fee-deferral stock equivalents, as well as prior equivalents accumulated through dividend reinvestment since the last Form 4 filing.