WEYERHAEUSER CO SEC Filings

Weyerhaeuser president and CEO Devin W. Stockfish reported insider transactions in company common stock dated 12/15/2025. He exercised stock options to acquire 90,162 shares at $23.09 per share, then sold 90,162 shares on the same date at a weighted average price of $23.3316, with individual trades executed between $23.290 and $23.545.

After these transactions, he directly owned 1,024,861.3064 Weyerhaeuser shares. The options exercised carried a $23.09 exercise price, were fully vested, and were originally exercisable from 02/09/2017 until their 02/09/2026 expiration. The company notes these trades were carried out under a Rule 10b5-1 trading plan adopted on November 22, 2024.

Weyerhaeuser Co. has a shareholder planning to sell up to 90,162 shares of common stock under Rule 144. The planned sale, with an aggregate market value of $2,103,623.09, is expected to be executed through Merrill Lynch on the NYSE around 12/15/2025.

The shares to be sold were acquired on 12/15/2025 through a broker-assisted cashless exercise of employee stock options. The notice states that 720,861,000 shares of common stock are outstanding, providing context for the relative size of this proposed transaction.

Weyerhaeuser Company filed a current report announcing its 2025 Investor Day, held on December 11, 2025, beginning at 9:00 a.m. Eastern. The company is making its Investor Day presentation slides available as Exhibit 99.1 and providing a live webcast through the Investors section of its website, with a replay available shortly after the event.

The company states that the information in this report, including Exhibit 99.1, is being furnished under Regulation FD and, in line with applicable instructions, is not deemed "filed" for purposes of the Securities Exchange Act of 1934 and is not automatically incorporated by reference into other securities filings.

Weyerhaeuser Company executive reports tax withholding share transaction

A Senior Vice President of Weyerhaeuser Company (WY) reported a routine equity transaction dated 12/01/2025. The filing shows that 2,240 common shares were disposed of at a price of $22.21 per share, coded as an "F" transaction, which indicates shares withheld to cover taxes. After this transaction, the executive beneficially owns 198,416.7236 common shares, held directly.

The explanation notes that the shares were withheld to cover required taxes in connection with the executive becoming retirement eligible under the terms of her restricted stock unit awards, and that the reported holdings include shares acquired through dividend reinvestment transactions that are exempt from Section 16.

Weyerhaeuser Company reported governance changes, including appointing Richard Beckwitt as a new director effective November 14, 2025, increasing the board size from ten to eleven members. Beckwitt brings extensive homebuilding and real estate experience from prior senior roles at Lennar, D.R. Horton and EVP Capital LP. He will receive a pro-rated non-employee director retainer of approximately $147,170 through the 2026 annual meeting, paid about $58,868 in cash and $88,302 in restricted stock units that vest in May 2026 or just before the 2026 meeting.

The company also entered into updated executive severance and change of control agreements with its executive officers on November 13, 2025. These agreements generally preserve prior benefit levels, with severance outside a change of control based on 1.5 times salary and target bonus for executives and 2.0 times for the CEO, and higher multiples plus additional retirement credit and equity treatment if termination follows a change of control. The new agreements run through December 31, 2028 and use a “best net” approach under Section 280G without excise tax gross-ups.

Weyerhaeuser Company (WY) reported a Form 4 showing that a director acquired 3,964 shares of common stock on 11/14/2025 through a restricted stock unit grant at a price of $0 per share. Following this grant, the director beneficially owns 4,030 shares directly. The award vests 100% on the earlier of May 9, 2026 (the first anniversary of the 2025 annual shareholders meeting) or the day immediately before the 2026 annual shareholders meeting.

The grant represents the equity portion of a prorated annual retainer fee of $88,301.89, with the number of units calculated using a share value of $22.275, the average of the high price of $22.45 and low price of $22.10 for Weyerhaeuser common stock on the grant date.

Weyerhaeuser Company director reports initial share ownership

A reporting person serving as a director of Weyerhaeuser Company (WY) has filed an initial ownership report on Form 3. The filing shows beneficial ownership of 66 shares of Weyerhaeuser common stock, held in direct form. The derivative securities table lists no derivative positions, indicating only common shares are currently reported.

Weyerhaeuser Company established a commercial paper program permitting the issuance of short‑term, unsecured notes in an aggregate amount not to exceed $1,750,000,000 outstanding at any time. The notes may be issued from time to time and will have maturities of up to 397 days.

The notes rank equally with the company’s other unsecured and unsubordinated debt and are offered under the Section 4(a)(2) exemption. Weyerhaeuser intends to use any net proceeds for general corporate purposes. A national bank will serve as issuing and paying agent, and one or more dealers will participate under customary dealer agreements. No notes are currently outstanding under the program.

Weyerhaeuser (WY) reported stronger Q3 2025 results. Net sales were $1,717 million versus $1,681 million a year ago, and net earnings rose to $80 million from $28 million. EPS was $0.11, up from $0.04. Operating income increased to $123 million from $78 million as insurance recoveries and a $29 million gain on the Princeton lumber mill sale offset weaker commodity pricing. Gross margin was $204 million versus $250 million.

By segment, Timberlands contributed $80 million and Real Estate & ENR $69 million, while Wood Products posted a $19 million loss. Year‑to‑date operating cash flow was $676 million; financing included $1,098 million of new long‑term debt, $712 million of repayments, $454 million in dividends, and $150 million of share repurchases, leaving $948 million authorized under the 2025 program. Cash was $401 million. The company added 127 thousand acres of timberlands for $459 million and announced or completed divestitures totaling 114 thousand acres for approximately $410 million. Weyerhaeuser entered an $800 million term loan maturing 2028 and designated interest rate swaps as cash flow hedges.