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Weyerhaeuser (NYSE: WY) director defers $265K fee into stock equivalents

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Weyerhaeuser Company director Rick R. Holley received a grant of 11,531 share equivalents on May 15, 2026. These were acquired under the company’s Fee Deferral Plan for Directors by deferring 11,531 restricted stock units, representing the equity portion of a $265,000 annual retainer fee, calculated at an average stock price of $22.98. Following this grant and prior dividend-related accruals, Holley directly holds a reported total of 96,161.131 stock equivalents, which will be settled in an equal number of common shares when his board service ends. Additional stock equivalents accumulate as dividends are paid.

Positive

  • None.

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  • None.
Insider HOLLEY RICK R
Role null
Type Security Shares Price Value
Grant/Award Share Equivalents 11,531 $0.00 --
Holdings After Transaction: Share Equivalents — 96,161.131 shares (Direct, null)
Footnotes (1)
  1. The stock equivalents reported herein were acquired pursuant to the Issuer's Fee Deferral Plan for Directors. The Reporting Person elected to defer receipt of 11,531 restricted stock units into an equal number of stock equivalents. The restricted stock units (rounded down to the nearest whole unit) represent the equity portion of the annual retainer fee in the amount of $265,000, with the number of 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 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.
Restricted stock units deferred 11,531 units Equity portion of director annual retainer
Annual equity retainer $265,000 Director fee amount converted into units
Average grant price $22.98/share Average of $23.40 high and $22.56 low on grant date
Total stock equivalents after grant 96,161.131 units Holley’s reported stock equivalent holdings after transaction
High price on grant date $23.40/share Used in calculating average grant price
Low price on grant date $22.56/share Used in calculating average grant price
Fee Deferral Plan for Directors financial
"The stock equivalents reported herein were acquired pursuant to the Issuer's Fee Deferral Plan for Directors."
restricted stock units financial
"The Reporting Person elected to defer receipt of 11,531 restricted stock units into an equal number of stock equivalents."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
stock equivalents financial
"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."
dividend reinvestment transactions financial
"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."
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.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
HOLLEY RICK R
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Share Equivalents$005/15/2026A11,531(1) (1) (1)Common11,531$096,161.131(2)D
Explanation of Responses:
1. The stock equivalents reported herein were acquired pursuant to the Issuer's Fee Deferral Plan for Directors. The Reporting Person elected to defer receipt of 11,531 restricted stock units into an equal number of stock equivalents. The restricted stock units (rounded down to the nearest whole unit) represent the equity portion of the annual retainer fee in the amount of $265,000, with the number of 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 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.
2. 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 Rick R. Holley05/19/2026
** Signature of Reporting PersonDate
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 Rick Holley report on this Form 4?

Rick Holley reported acquiring 11,531 share equivalents tied to restricted stock units. These units represent the equity portion of his $265,000 annual director retainer and were valued at an average Weyerhaeuser stock price of $22.98 on the grant date under the director fee deferral plan.

How many Weyerhaeuser (WY) stock equivalents does Rick Holley hold after this transaction?

After the transaction, Rick Holley holds 96,161.131 stock equivalents. This total includes the newly deferred 11,531 restricted stock units and additional stock equivalents accumulated through dividend reinvestment transactions since his prior Form 4 filing under Weyerhaeuser’s director compensation and deferral arrangements.

How was the 11,531-unit Weyerhaeuser (WY) grant to Rick Holley calculated?

The 11,531 restricted stock units were determined by dividing a $265,000 equity retainer by $22.98, the average of Weyerhaeuser’s $23.40 high and $22.56 low stock prices on the grant date. The resulting whole units were then deferred into an equal number of stock equivalents.

What is Weyerhaeuser’s Fee Deferral Plan for Directors mentioned in Holley’s Form 4?

Under Weyerhaeuser’s Fee Deferral Plan for Directors, Rick Holley elected to defer his restricted stock units into stock equivalents. These stock equivalents track the company’s common stock, accrue additional units as dividends are paid, and are ultimately settled in common shares when his director service terminates.

Do dividends affect Rick Holley’s Weyerhaeuser (WY) stock equivalent balance?

Yes. The filing states that additional stock equivalents accrue as and when dividends are paid on Weyerhaeuser’s common stock. These dividend reinvestment transactions, which are exempt from Section 16 rules, increase Holley’s total stock equivalents beyond the initial deferred restricted stock unit grant.