Weyerhaeuser director shares withheld for taxes

Weyerhaeuser director James Calvin O'Rourke reported a small tax-related share disposition.

Rhea-AI Filing Summary

Weyerhaeuser director James Calvin O'Rourke reported a small tax-related share disposition. On a restricted stock unit vesting, 106.34 common shares were withheld at $23.53 per share to cover taxes, a non-market transaction. After this, he directly holds 28,620 common shares.

Insider Trade Summary

Exercise Price or Tax Liability: 106.34 shares

Exercise Price or Tax Liability 1 txn

Insider O'Rourke James Calvin

Role Director

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common	106.34	$23.53	$3K

Holdings After Transaction: Common — 28,620 shares (Direct)

Footnotes (2)

1. F1. These shares are being withheld to cover taxes for a restricted stock unit vesting.
2. F2. 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

Tax-withheld shares: 106.34 shares Withholding price: $23.53 per share Post-transaction holdings: 28,620 shares

3 metrics

Tax-withheld shares 106.34 shares Common shares withheld for taxes on RSU vesting

Withholding price $23.53 per share Value used for tax-withholding disposition

Post-transaction holdings 28,620 shares Common shares directly held after transaction

Key Terms

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

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

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

Section 16 regulatory

"dividend reinvestment 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.

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Weyerhaeuser (WY) director James O'Rourke report in this Form 4?

Director James Calvin O’Rourke reported a tax-related share disposition. 106.34 common shares were withheld at $23.53 each to satisfy taxes on a restricted stock unit vesting, leaving him with 28,620 common shares directly held.

Was the Weyerhaeuser (WY) Form 4 transaction an open-market sale or purchase?

The Form 4 shows no open-market sale or purchase. The transaction is coded F, indicating shares were withheld to pay taxes associated with a restricted stock unit vesting, rather than a discretionary buy or sell in the market.

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

The filing reports that 106.34 common shares were withheld. These shares were used to cover tax obligations arising from a restricted stock unit vesting, according to the footnote, and were not sold in an open-market transaction.

What is James O'Rourke’s Weyerhaeuser (WY) shareholding after the tax withholding?

After the tax-withholding disposition, James Calvin O’Rourke directly holds 28,620 common shares of Weyerhaeuser. The filing notes that these holdings also reflect shares acquired through dividend reinvestment and a cash payment in lieu of fractional shares.

What do the footnotes in the Weyerhaeuser (WY) Form 4 explain about this transaction?

The footnotes state the shares were withheld to cover taxes for a restricted stock unit vesting. They also clarify that reported holdings include shares from dividend reinvestment transactions and a cash payment in lieu of fractional shares upon the vesting.

Does the Weyerhaeuser (WY) Form 4 mention dividend reinvestment for James O'Rourke?

Yes. A footnote explains that O’Rourke’s reported holdings include shares acquired since his last Form 4 through dividend reinvestment transactions that are exempt from Section 16, plus a cash payment instead of fractional shares at the RSU vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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

Add on Google Not now

Accepted by SEC EDGAR 05/12/2026 - 05:50 PM EDT Learn about SEC filing dates

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^*

O'Rourke James Calvin

(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	28,620(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 James Calvin O'Rourke	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)