Weyerhaeuser director awarded stock-based retainer

Weyerhaeuser director James Calvin O’Rourke reported stock-based compensation awards rather than open-market trades.

Rhea-AI Filing Summary

Weyerhaeuser director James Calvin O’Rourke reported stock-based compensation awards rather than open-market trades. He acquired 4,926 common shares through a restricted stock unit award tied to a $180,000.00 annual retainer, calculated using a $22.98 average share price on the grant date.

He also acquired 7,832 additional common shares in lieu of his cash retainer at his election, with both awards vesting based on board service and dividend-equivalent units accruing over time. After these grants, his reported direct holdings total tens of thousands of Weyerhaeuser shares.

Insider Trade Summary

Grant/Award: 12,758 shares

Grant/Award 2 txns

Insider O'Rourke James Calvin

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common	7,832	$0.00	$0.00
Grant/Award	Common	4,926	$22.98	$113K

Holdings After Transaction: Common — 41,378 shares (Direct)

Footnotes (2)

1. F1. 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. F2. These shares were granted in lieu of the Reporting Person's annual cash retainer at the Reporting Person's election. The number of shares (rounded down to the nearest whole share) was determined by dividing an amount equal to the portion of the cash retainer specified by the Reporting Person, less applicable tax withholding, 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 grant.

Key Figures

RSU shares granted: 4,926 shares Equity retainer value: $180,000.00 Average grant-date price: $22.98/share +5 more

8 metrics

RSU shares granted 4,926 shares Restricted stock unit award tied to annual retainer

Equity retainer value $180,000.00 Equity portion of annual director retainer fee

Average grant-date price $22.98/share Average of $23.40 high and $22.56 low on grant date

Shares in lieu of cash 7,832 shares Common shares granted instead of cash retainer at election

Holdings after one award 41,378 shares Total direct common shares following one transaction line

Holdings after other award 36,452 shares Total direct common shares following separate transaction line

High price on grant date $23.40/share High trading price used in average for award sizing

Low price on grant date $22.56/share Low trading price used in average for award sizing

Key Terms

restricted stock unit award, annual retainer fee, cash retainer, dividends

4 terms

restricted stock unit award financial

"These shares were granted pursuant to a restricted stock unit award that vests 100% upon the earlier of the one-year anniversary..."

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.

annual retainer fee financial

"These shares ... represent the equity portion of the annual retainer fee in the amount of $180,000.00..."

cash retainer financial

"These shares were granted in lieu of the Reporting Person's annual cash retainer at the Reporting Person's election."

dividends financial

"Additional units accrue as and when dividends are paid on the Issuer's common stock."

Dividends are cash payments a company gives to its shareholders from profits or cash reserves, effectively sharing part of its earnings with owners. They matter to investors because they provide a steady income stream, act like an interest or rent payment on owning the stock, and signal management’s confidence in the business—factors that influence total return and share price. Regular or special dividends can change an investor’s income and reinvestment strategy.

FAQ

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

What did Weyerhaeuser (WY) director James O’Rourke report on this Form 4?

James O’Rourke reported acquiring common shares of Weyerhaeuser as stock-based compensation, not open-market purchases. The filing shows equity awards linked to his annual board retainer, including restricted stock units and shares taken instead of cash fees.

How many Weyerhaeuser (WY) shares did James O’Rourke receive as awards?

James O’Rourke acquired 4,926 Weyerhaeuser common shares through a restricted stock unit award and 7,832 additional common shares taken in lieu of cash retainer. Both transactions are coded as grants or awards, reflecting board compensation rather than discretionary stock buying.

How was the size of James O’Rourke’s Weyerhaeuser restricted stock unit award determined?

The restricted stock unit award represents an equity portion of a $180,000.00 annual retainer. The company divided this fee by $22.98, the average of the day’s $23.40 high and $22.56 low Weyerhaeuser share prices, then rounded down to determine awarded units.

What are the vesting terms for James O’Rourke’s Weyerhaeuser restricted stock units?

The restricted stock unit award vests 100% on the earlier of the one-year anniversary of the grant date or the day before Weyerhaeuser’s next regular shareholder meeting. Additional units accrue over time as dividends are paid on the company’s common stock.

Did James O’Rourke choose Weyerhaeuser stock instead of cash compensation?

Yes. One grant reflects shares received in lieu of his annual cash retainer, at his election. The number of shares was calculated from the chosen cash amount, minus tax withholding, divided by the $22.98 average Weyerhaeuser share price on the grant date.

How many Weyerhaeuser shares does James O’Rourke hold after these awards?

After one transaction, James O’Rourke is shown holding 41,378 Weyerhaeuser common shares directly, and another line shows 36,452 shares following a separate award. These figures come from individual transaction rows and together indicate a sizeable ongoing equity stake.

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 05/19/2026 - 04:52 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)
05/15/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common	05/15/2026		A		7,832(1)	A	$0	36,452	D
Common	05/15/2026		A		4,926(2)	A	$22.98(2)	41,378	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 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. These shares were granted in lieu of the Reporting Person's annual cash retainer at the Reporting Person's election. The number of shares (rounded down to the nearest whole share) was determined by dividing an amount equal to the portion of the cash retainer specified by the Reporting Person, less applicable tax withholding, 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 grant.

	/s/ Jose J. Quintana, Attorney-in-fact for James Calvin O'Rourke	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)