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Weyerhaeuser (WY) Form 4: RSU tax-withholding sale of 1,716 shares

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

Rhea-AI Filing Summary

Weyerhaeuser Co. (WY) insider transaction: Senior Vice President Travis A. Keatley sold 1,716 common shares on 09/13/2025 at $24.90 per share. The filing states those shares were withheld to cover taxes related to a restricted stock unit vesting. After the disposition the reporting person beneficially owned 133,658.9517 shares, which includes shares acquired via dividend reinvestment and a cash settlement of fractional shares from a September 13, 2021 RSU award.

Positive

  • Disclosure clarity: Filing clearly states the sale was for tax withholding related to RSU vesting
  • Substantial retained ownership: Reporting person still beneficially owns 133,658.9517 shares after the transaction

Negative

  • None.

Insights

TL;DR: Routine tax-withholding sale on RSU vesting; no indication of new compensation policies or governance changes.

The Form 4 documents a single, small-scale disposal of 1,716 shares executed to satisfy tax withholding obligations arising from RSU vesting. The filing clarifies the sale is not an open-market discretionary disposition but tied to compensation settlement mechanics. Reported beneficial holdings remain substantial at 133,658.9517 shares and include dividend reinvestment and fractional-share cash settlement. There is no additional corporate governance information disclosed in this filing.

TL;DR: Insider sale was for tax withholding on vested RSUs; transaction size is immaterial relative to total holdings disclosed.

The sale of 1,716 shares at $24.90 per share appears solely to cover tax liabilities from RSU vesting, per the explanatory note. The report also notes dividend reinvestment activity and a fractional-share cash settlement from a 2021 RSU award. Given the filing shows continued significant beneficial ownership (133,658.9517 shares), this single transaction is operationally routine and does not, by itself, signal a change in insider conviction or a meaningful change in ownership concentration.

Insider Keatley Travis A
Role Senior Vice President
Type Security Shares Price Value
Tax Withholding Common 1,716 $24.90 $43K
Holdings After Transaction: Common — 133,658.952 shares (Direct)
Footnotes (1)
  1. These shares are being withheld to cover taxes for a restricted stock unit vesting. 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. Reflects the settlement of fractional shares in cash upon full vesting of the September 13, 2021 restricted stock unit award.
Form 4 Insider Transactions: What Each Field Means →
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*
Keatley Travis A
(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)
09/13/2025
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 09/13/2025 F 1,716(1) D $24.9 133,658.9517(2)(3) 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.
3. Reflects the settlement of fractional shares in cash upon full vesting of the September 13, 2021 restricted stock unit award.
/s/ Jose J. Quintana, Attorney-in-fact for Travis A. Keatley 09/15/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did Travis A. Keatley report on Form 4 for WY?

The filing reports a sale of 1,716 common shares on 09/13/2025 at $24.90 per share to cover taxes from RSU vesting.

How many WY shares does the reporting person own after the reported sale?

The Form 4 shows beneficial ownership of 133,658.9517 shares following the transaction.

Was the sale an open-market discretionary sale or for another purpose?

The explanatory notes state the shares were withheld to cover taxes for a restricted stock unit vesting, indicating it was not a discretionary open-market sale.

Does the filing mention other sources of the reported holdings?

Yes. The filing notes reported holdings include shares from dividend reinvestment and a cash settlement of fractional shares from a September 13, 2021 RSU award.