WEYERHAEUSER CO (WY)

CIK: 0000106535. SIC: 6798 Real Estate Investment Trusts. Latest 10-K as of: 2026-02-13.

SIC breadcrumb: Finance, Insurance, And Real Estate > Holding And Other Investment Offices > SIC 6798 Real Estate Investment Trusts

SEC company page: https://www.sec.gov/edgar/browse/?CIK=106535. Latest filing source: 0001193125-26-051422.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-13. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000106535.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance

Latest 10-K MD&A

Extracted from a later financial-section MD&A body after the formal Item 7 span was a short reference. Confidence: high. Filing date: 2026-02-13. Report date: 2025-12-31.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)

WHAT YOU WILL FIND IN THIS MD&A

Our MD&A includes the following major sections:



economic and market conditions affecting our operations;



financial performance summary;



results of operations;



liquidity and capital resources;



environmental matters, legal proceedings and other contingencies;



accounting matters and



performance and liquidity measures.

For Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) related to the year ended December 31, 2023, refer to this same section in our 2024 annual report on Form 10-K as filed with the Securities and Exchange Commission on February 14, 2025.

ECONOMIC AND MARKET CONDITIONS AFFECTING OUR OPERATIONS

Our market conditions and the strength of the broader U.S. economy are, and will continue to be, influenced by the trajectory of activity in the U.S. housing and repair and remodel segments, inflation trends and interest rates. The demand for sawlogs within our Timberlands segment is directly affected by domestic production of wood-based building products. The strength of the U.S. housing market, particularly new residential construction, strongly affects demand in our Wood Products segment, as does repair and remodeling activity. Seasonal weather patterns impact the level of construction activity in the U.S., which in turn affects demand for our logs and wood products. Our Timberlands segment, particularly the Western region, is also affected by export demand and trade policy. Japanese housing starts are a key driver of export log demand in Japan. The demand for pulpwood from our Timberlands segment is directly affected by the production of pulp, paper and oriented strand board (OSB), as well as the demand for biofuels, such as wood-burning pellets made from pulpwood. Our Timberlands segment is also influenced by the availability of harvestable timber. In general, Western log markets are highly tensioned by available supply, while Southern log markets have

WEYERHAEUSER COMPANY 2025 ANNUAL REPORT AND FORM 10-K 44

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more available supply. However, additional mill capacity being added in the U.S. South has led to tightening of markets in certain geographies. Our Real Estate, Energy and Natural Resources segment is affected by a variety of factors, including the general state of the economy, local real estate market conditions, the level of construction activity in the U.S. and evolution of emerging renewable energy and carbon-related markets.

Ongoing U.S. trade policy changes have resulted in macroeconomic uncertainty and increased cautiousness by consumers. These policies, along with potential countermeasures by other countries, have the potential to affect supply and demand trends, import and export dynamics, and pricing for our products. Trade and tariff policies are generally separate from the annual establishment and collection of anti-dumping and countervailing duties (AD/CVD) placed on certain products and countries, such as for Canadian softwood lumber.

The discussion below includes a number of publicly available data points, many of which are obtained from U.S. federal government institutions. Due to the federal government shutdown that ended in November, availability of these data points is limited to October or November 2025. All other data points are updated through fourth quarter 2025.

Home sales and building activity continue to moderate in response to elevated mortgage interest rates, reduced affordability and lower consumer confidence. While overall housing inventory remains historically low across many markets, there has been some increase in unsold new and existing single-family units. On a seasonally adjusted annual basis, as reported by the U.S. Census Bureau, housing starts for October 2025 averaged 1.2 million units, a 7.0 percent decrease from third quarter 2025. Single-family starts averaged 874 thousand units in October 2025, a 1.0 percent decrease from third quarter 2025. Multi-family starts averaged 372 thousand units in October 2025, an 18.4 percent decrease from third quarter 2025. Single-family construction is the primary driver for our business as compared to multi-family due to the amount of wood products used. Sales of newly built single-family homes averaged a seasonally adjusted annual rate of 737 thousand units for October 2025, a 5.9 percent increase from third quarter 2025, driven by builder incentives and moderate relief in mortgage rates. Notwithstanding current macroeconomic uncertainty and potential impacts to housing demand, we expect a favorable U.S. housing construction market over the medium to long-term, supported by strong demographics in the key home buying age cohorts and a decade of under building.

Repair and remodeling expenditures decreased 0.6 percent from third quarter 2025 to the end of November 2025, according to the Census Bureau Advance Retail Spending report. While there continues to be steady demand due to growing home equity and the lock-in effect of lower mortgage rates compared to current rates, many homeowners have been more cautious in discretionary spending on large projects. Recent softness has been reflected in both the do-it-yourself (DIY) and professionally built segments, largely driven by subdued consumer confidence, elevated interest rates and concerns around the trajectory of the economy. Slower sales of existing homes have also contributed to muted activity as there is often an increase in upgrades and repairs before and after the sale of a home. Over the longer term, we expect this sector to return to historical growth trends driven by recent deferrals in repair and remodel spending, higher levels of home equity and an aging U.S. housing stock, with a median age of 46 years.

In U.S. wood product markets, soft end use demand and steady supply have led to continued price weakness in commodity products. In fourth quarter 2025, the Random Lengths Framing Lumber Composite price averaged $378/MBF and the OSB Composite averaged $234/MSF, both near multi-decade lows on an inflation-adjusted basis. Over the course of fourth quarter 2025, composite prices for lumber increased from $367/MBF to $385/MBF and composite prices for OSB decreased from $237/MSF to $230/MSF. The Framing Lumber Composite began the fourth quarter on a slight upward trajectory supported by improving Western SPF pricing and broader concerns around the Section 232 tariff, which took effect in October. As the quarter progressed, ample product supply and seasonally softer demand led to lower composite pricing through early December. By quarter end, product supply decreased and demand improved as buyers replenished lean inventories. This drove price gains across North American lumber markets, with a notable increase in Southern Yellow Pine. For OSB, soft product pricing in fourth quarter 2025 was largely driven by lower demand in response to the seasonal reduction in new home construction activity. In September 2025, Weyerhaeuser elected to moderate production across its lumber mill set in response to the softer demand environment, and maintained a lower operating posture through year end 2025. When combined with the volume impact associated with the sale of the company’s sawmill in Princeton, British Columbia – which was sold in late third quarter 2025 – Weyerhaeuser’s lumber production volumes decreased by 14 percent in fourth quarter 2025 compared to the prior quarter. The company expects to return to a more normalized operating posture in first quarter 2026.

In Western log markets, Douglas-fir sawlog prices decreased 5.6 percent in fourth quarter 2025 compared with third quarter 2025, as reported by Fastmarkets RISI Log Lines based on Weyerhaeuser’s sales mix. Log prices in the domestic market faced downward pressure as supply remained ample, and mills continued to carry elevated log inventories and navigate a challenging lumber market. In the South, delivered sawlog prices decreased 2.3 percent in fourth quarter 2025 compared to third quarter 2025 and declined 2.3 percent from fourth quarter 2024, as reported by TimberMart-South. Delivered pine pulpwood prices decreased 2.1 percent in fourth quarter 2025 compared to third quarter 2025 and declined 4.7 percent from fourth quarter 2024 as reported by TimberMart-South. In general, Southern log supply remains ample and wood product and fiber mills continue to align production with end-market demand. Pulpwood prices have been more challenged in several localized regions following recent mill closures.

Currency exchange rates, available supply from other countries and trade policy affect our export businesses. In Japan, total housing starts decreased 7.4 percent year-to-date through December compared to the same period in 2024, while the key Post and Beam segment saw a 4.0 percent decrease, in part due to more stringent building permit requirements which went into effect on April 1, 2025. The slowing demand has been partially offset by a decrease in lumber imports to Japan from Europe and reduced inventories of European lumber in the Japanese market. In China, during fourth quarter 2025 regulators lifted the March 4, 2025 suspension of log imports from the U.S. As a result, Weyerhaeuser is in the early stages of re-establishing its log export program to strategic customers in China.

Interest rates affect our business primarily through their impact on mortgage rates and housing affordability, their general impact on the economy and their influence on our capital management activities. Actions by the U.S. Federal Reserve, the overall condition of the economy and fluctuations in financial markets are all factors that influence long-term interest rates. 30-year mortgage rates, which are generally correlated with long-term interest rates, decreased from 6.3 percent in third quarter 2025 to 6.2 percent in fourth quarter 2025, according to economic data from Freddie Mac. Many builders have been able to offset higher mortgage rates through discounts, mortgage rate buydowns and modifying product offerings such as home sizes and finishes. Higher rates have also locked in many existing homeowners from selling, thereby reducing inventories of existing homes for sale which has led to incremental demand for available new homes.

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Increased inflation affects the cost of our operations across each of our business segments, including costs for raw materials, transportation, energy and labor. The Consumer Price Index increased at an annual rate of 2.7 percent as of December 2025 compared to 3.0 percent as of September 2025. This rate is markedly down from prior periods of elevated inflation. While we can offset some of our costs that are affected by inflation through our sales activities, operational excellence initiatives and procurement practices, not all costs associated with inflation can be fully mitigated or passed on to the customer.

The condition of the labor market affects all of our businesses as it relates to our ability to attract and retain employees and contractors. The unemployment rate remained level at 4.4 percent in third quarter 2025 and fourth quarter 2025.

Governments and businesses across the globe have publicly expressed that climate change is a compelling issue requiring considerable responsive action; many have made significant commitments toward decarbonizing activities and operations and reducing greenhouse gas emissions. Achieving these commitments will require significant efforts, including modifying operations, investing in low-carbon technologies or purchasing credits to reduce environmental impacts. Although political and broader sentiment for climate change mitigation activities and related investments can fluctuate, we expect that over the long-term, climate change will continue to be a significant social concern and priority. With that in mind, we believe we are uniquely positioned to help others achieve climate change mitigation goals through our Climate Solutions business.

WEYERHAEUSER COMPANY 2025 ANNUAL REPORT AND FORM 10-K 46

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FINANCIAL PERFORMANCE SUMMARY

Net Sales by Segment

Contribution to Earnings by Segment

WEYERHAEUSER COMPANY 2025 ANNUAL REPORT AND FORM 10-K 47

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RESULTS OF OPERATIONS

In reviewing our results of operations, it is important to understand these terms:



Sales realizations refer to net selling prices — this includes selling price plus freight minus normal sales deductions.



Net contribution (charge) to earnings refers to earnings (loss) before interest expense and income taxes.

CONSOLIDATED RESULTS

HOW WE DID

Summary of Financial Results

DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES

AMOUNT OF CHANGE

2025

vs.

2025

2024

2024

Net sales

$

6,905

$

7,124

$

(219

)

Costs of sales

$

5,880

$

5,811

$

69

Operating income

$

731

$

685

$

46

Net earnings

$

324

$

396

$

(72

)

Basic and diluted earnings per share

$

0.45

$

0.54

$

(0.09

)

COMPARING 2025 WITH 2024

Net Sales

Net sales decreased $219 million — 3 percent — primarily due to a $264 million decrease in Wood Products net sales attributable to decreased sales realizations across most product lines, as well as an $18 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased log sales realizations and volumes in the Western region. These decreases were partially offset by a $63 million increase in Real Estate, Energy and Natural Resources net sales attributable to an increase in average price per acre sold.

Costs of Sales

Costs of sales increased $69 million — 1 percent — primarily due to increased sales volumes for structural lumber, oriented strand board and softwood plywood within our Wood Products segment, partially offset by a decrease in acres sold in our Real Estate, Energy and Natural Resources segment and decreased Western sales volumes in our Timberlands segment.

Operating Income

Operating income increased $46 million — 7 percent — primarily due to:



a $266 million increase in gain on sale of timberlands (refer to: Note 4: Timberland Acquisitions and Divestitures);



a $43 million increase in insurance recoveries;



a $29 million gain on the sale of our Princeton lumber mill in third quarter 2025;



a $27 million decrease in general and administrative expenses and



a $10 million decrease in noncash impairment charges.

These changes were partially offset by:



a $288 million decrease in consolidated gross margin (see discussion of components above);



a $25 million decrease in product remediation recoveries received and



an $18 million noncash environmental remediation charge recorded in fourth quarter 2025.

Refer to the breakout of these items in Note 17: Other Operating Costs, Net.

Net Earnings

Net earnings decreased $72 million — 18 percent — primarily due to a $178 million increase in non-operating and other post-employment benefit costs, primarily attributable to a $145 million noncash pension settlement charge (refer to: Note 8: Pension and Other Post-Employment Benefit Plans), as well as a $31 million decrease in interest income and other. These changes were partially offset by a $95 million decrease in tax expense (refer to Income Taxes) and the $46 million increase in operating income discussed above.

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TIMBERLANDS

HOW WE DID

We report sales volumes and fee harvest volumes for our Timberlands segment in Our Business/What We Do/Timberlands.

Net Sales and Net Contribution to Earnings for Timberlands

DOLLAR AMOUNTS IN MILLIONS

AMOUNT OF CHANGE

2025

vs.

2025

2024

2024

Net sales to unaffiliated customers:

Delivered logs:

West

$

645

$

693

$

(48

)

South

613

603

10

North

50

46

4

Total

1,308

1,342

(34

)

Stumpage and pay-as-cut timber

60

51

9

Recreational and other lease revenue

79

77

2

Other products(1)

47

42

5

Subtotal net sales to unaffiliated customers

1,494

1,512

(18

)

Intersegment net sales

592

554

38

Total segment net sales

$

2,086

$

2,066

$

20

Costs of sales

$

1,664

$

1,686

$

(22

)

Operating income

$

586

$

279

$

307

Interest income and other

—

1

(1

)

Net contribution to earnings

$

586

$

280

$

306

(1)
Other products include sales of seeds and seedlings from our nursery operations and wood chips.

COMPARING 2025 WITH 2024

Net Sales — Unaffiliated Customers

Net sales to unaffiliated customers decreased $18 million — 1 percent — primarily due to a $48 million decrease in Western log sales attributable to a 4 percent decrease in sales volumes and a 3 percent decrease in sales realizations. This decrease was partially offset by a $10 million increase in Southern log sales attributable to a 1 percent increase in sales volumes, as well as a $9 million increase in stumpage and pay-as-cut timber sales attributable to increased sales realizations and sales volumes.

Intersegment Sales

Intersegment sales increased $38 million — 7 percent — primarily due to a 3 percent increase in sales realizations, as well as a 3 percent increase in sales volumes.

Costs of Sales

Costs of sales decreased $22 million — 1 percent — primarily due to decreased Western sales volumes, partially offset by increased Southern sales volumes.

Net Contribution to Earnings

Net contribution to earnings increased $306 million — 109 percent — primarily due to a $266 million increase in gain on sale of timberlands (refer to Note 4: Timberland Acquisitions and Divestitures), as well as the change in the components of gross margin, as discussed above.

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REAL ESTATE, ENERGY AND NATURAL RESOURCES

HOW WE DID

We report acres sold and average price per acre for our Real Estate, Energy and Natural Resources (Real Estate & ENR) segment in Our Business/What We Do/Real Estate, Energy and Natural Resources.

Net Sales and Net Contribution to Earnings for Real Estate, Energy and Natural Resources

DOLLAR AMOUNTS IN MILLIONS

AMOUNT OF CHANGE

2025

vs.

2025

2024

2024

Net sales to unaffiliated buyers:

Real estate

$

330

$

280

$

50

Energy and natural resources

124

111

13

Total segment net sales

$

454

$

391

$

63

Costs of sales

$

117

$

152

$

(35

)

Operating income and Net contribution to earnings

$

315

$

216

$

99

The volume of real estate sales is a function of many factors, including the general state of the economy, demand in local real estate markets, the ability of buyers to obtain financing, the number of competing properties listed for sale, the seasonal nature of sales, the plans of adjacent landowners, our expectations of future price appreciation, the timing of harvesting activities and the availability of government and not-for-profit funding. In any period, the average price per acre will vary based on the location and physical characteristics of parcels sold.

COMPARING 2025 WITH 2024

Net Sales

Net sales increased $63 million — 16 percent — primarily due to an increase in average price per acre sold and an increase in right-of-way easements and royalty income from our Energy and Natural Resources business, partially offset by a decrease in acres sold.

Costs of Sales

Costs of sales decreased $35 million — 23 percent — primarily due to a decrease in acres sold.

Operating Income and Net Contribution to Earnings

Operating income and net contribution to earnings increased $99 million — 46 percent — primarily due to the change in the components of gross margin, as discussed above.

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WOOD PRODUCTS

HOW WE DID

We report sales volumes and annual production data for our Wood Products segment in Our Business/What We Do/Wood Products.

Net Sales and Net Contribution to Earnings for Wood Products

DOLLAR AMOUNTS IN MILLIONS

AMOUNT OF CHANGE

2025

vs.

2025

2024

2024

Net sales:

Structural lumber

$

2,037

$

1,906

$

131

Oriented strand board

762

979

(217

)

Engineered solid section

649

708

(59

)

Engineered I-joists

343

390

(47

)

Softwood plywood

155

158

(3

)

Medium density fiberboard

135

159

(24

)

Complementary building products

565

615

(50

)

Other products produced (1)

311

306

5

Total segment net sales

$

4,957

$

5,221

$

(264

)

Costs of sales

$

4,674

$

4,516

$

158

Operating income and Net contribution to earnings

$

55

$

457

$

(402

)

(1)
Other products produced sales include wood chips, other byproducts and third-party residual log sales from our Canadian Forestlands operations.

COMPARING 2025 WITH 2024

Net Sales

Net sales decreased $264 million — 5 percent — primarily due to:



a $217 million decrease in oriented strand board sales attributable to a 25 percent decrease in sales realizations, partially offset by a 4 percent increase in sales volumes;



a $59 million decrease in engineered solid section sales attributable to a 7 percent decrease in sales realizations and a 1 percent decrease in sales volumes;



a $50 million decrease in complementary building products sales attributable to a decrease in sales volumes across most products;



a $47 million decrease in engineered I-joist sales attributable to a 7 percent decrease in sales realizations and a 5 percent decrease in sales volumes;



a $24 million decrease in medium density fiberboard sales attributable to a 14 percent decrease in sales volumes and a 1 percent decrease in sales realizations and



a $3 million decrease in softwood plywood sales attributable to a 7 percent decrease in sales realizations, partially offset by a 5 percent increase in sales volumes.

These decreases were partially offset by a $131 million increase in structural lumber sales attributable to a 5 percent increase in sales volumes and a 1 percent increase in sales realizations, as well as a $5 million increase in other products produced sales attributable to an increase in wood chip sales volumes.

Costs of Sales

Costs of sales increased $158 million — 3 percent — primarily due to increased sales volumes for structural lumber, oriented strand board and softwood plywood.

Operating Income and Net Contribution to Earnings

Operating income and net contribution to earnings decreased $402 million — 88 percent — primarily due to the change in the components of gross margin, as discussed above, as well as a $25 million product remediation recovery recorded in second quarter 2024. These changes were partially offset by a $10 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill recorded in third quarter 2024 and a $29 million gain related to the sale of our Princeton lumber mill recorded in third quarter 2025 (refer to the breakout of these items in Note 17: Other Operating Costs, Net).

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UNALLOCATED ITEMS

Unallocated items are gains or charges not related to, or allocated to, an individual operating segment. They include all or a portion of items such as:



share-based compensation,



pension and post-employment costs,



elimination of intersegment profit in inventory and LIFO — the last-in, first-out method,



foreign exchange transaction gains and losses resulting from changes in exchange rates primarily related to our U.S. dollar denominated cash and debt balances that are held by our Canadian subsidiary, as well as



interest income and other.

Net Charge to Earnings for Unallocated Items

DOLLAR AMOUNTS IN MILLIONS

AMOUNT OF CHANGE

2025

vs.

2025

2024

2024

Unallocated corporate function and variable compensation expense

$

(166

)

$

(154

)

$

(12

)

Liability classified share-based compensation

1

2

(1

)

Foreign exchange gain

1

1

—

Elimination of intersegment profit in inventory and LIFO

11

4

7

Other, net

(72

)

(120

)

48

Operating loss

(225

)

(267

)

42

Non-operating pension and other post-employment benefit costs

(220

)

(42

)

(178

)

Interest income and other

22

52

(30

)

Net charge to earnings

$

(423

)

$

(257

)

$

(166

)

Net charge to earnings increased by $166 million — 65 percent — primarily due to:



a $178 million increase in non-operating pension and other post-employment benefit costs, primarily attributable to a $145 million pension settlement charge (refer to Note 8: Pension and Other Post-Employment Benefit Plans);



a $30 million decrease in interest income and other, primarily attributable to a decrease in cash and cash equivalents and



a $12 million increase in unallocated corporate function and variable compensation expense.

These changes were partially offset by a $48 million decrease in other, net, primarily attributable to a $30 million increase in insurance recoveries, as well as a $7 million increase in the benefit from elimination of intersegment profit in inventory and LIFO.

INTEREST EXPENSE

Our net interest expense incurred for the last two years was:



$273 million in 2025 and



$269 million in 2024.

Interest expense increased by $4 million compared to 2024 primarily due to $3 million of debt extinguishment costs incurred in conjunction with the partial redemption of our $750 million 4.75 percent senior unsecured notes due in May 2026, as well as a series of debt issuances and retirements in 2025 that increased our outstanding debt, partially offset by a decrease in our weighted average interest rate.

Refer to Note 11: Long-Term Debt, Net for further information.

INCOME TAXES

As a REIT, we generally are not subject to federal corporate level income taxes on REIT taxable income that is distributed to shareholders. Historical distributions to shareholders, including amounts and tax characteristics, are summarized in the table below.

AMOUNTS PER SHARE

2025

2024

Common - capital gain distribution

$

0.84

$

0.94

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We are required to pay corporate income taxes on earnings of our TRSs, which include our Wood Products segment and portions of our Timberlands and Real Estate & ENR segments' earnings. Our provision for income taxes is primarily driven by earnings generated by our TRSs.

Our provision for income taxes the last two years was:



$64 million benefit in 2025 and



$31 million expense in 2024.

Income tax expense decreased by $95 million compared to 2024, resulting in a net benefit position, primarily due to a significant decrease in our TRS earnings in 2025 and the effect of a $34 million tax benefit related to the noncash pretax settlement charge recorded in connection with our U.S. pension plan, as well as a decrease in our effective tax rate.

Refer to Note 8: Pension and Other Post-Employment Benefit Plans and Note 18: Income Taxes for further information.

LIQUIDITY AND CAPITAL RESOURCES

We are committed to maintaining an appropriate capital structure that provides financial flexibility and enables us to protect the interests of our shareholders and meet our obligations to our lenders, while also maintaining access to all major financial markets. As of December 31, 2025, we had $464 million in cash and cash equivalents, $1.75 billion of availability on our line of credit, which expires in June 2030, and $1.75 billion of availability on our commercial paper program. We believe we have sufficient liquidity to meet our cash requirements for the foreseeable future.

CASH FROM OPERATIONS

Consolidated net cash from operations was:



$562 million in 2025 and



$1,008 million in 2024.

COMPARING 2025 WITH 2024

Net cash from operations decreased by $446 million, primarily due to decreased cash inflows from our business operations, as well as a $201 million increase in pension and post-employment benefit contributions and payments, as discussed below. Refer to Note 8: Pension and Other Post-Employment Benefit Plans for further information.

Pension Contributions and Benefit Payments Made and Expected

During 2025, we contributed a total of $219 million to our pension and post-employment benefit plans, including a $200 million voluntary contribution to our U.S. qualified pension plan, compared to a total of $18 million during 2024.

For 2026, we expect to contribute approximately $20 million to our pension and post-employment benefit plans. Refer to Note 8: Pension and Other Post-Employment Benefit Plans for further information.

INVESTING IN OUR BUSINESS

Cash from investing activities includes items such as:



capital expenditures for property, equipment and reforestation,



acquisitions and divestitures of timberlands,



proceeds from sales of assets and operations and



purchases and maturities of short-term investments.

Consolidated net cash from investing activities was:



$(475) million in 2025 and



$(636) million in 2024.

COMPARING 2025 WITH 2024

Net cash from investing activities increased by $161 million, primarily due to a $405 million increase in proceeds from the sale of timberlands and a $61 million increase in proceeds from the sale of our Princeton lumber mill, partially offset by a $218 million increase in cash spent on the acquisition of timberlands and a $59 million increase in capital expenditures for property and equipment.

WEYERHAEUSER COMPANY 2025 ANNUAL REPORT AND FORM 10-K 53

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Summary of Capital Spending by Business Segment

DOLLAR AMOUNTS IN MILLIONS

2025

2024

Timberlands

$

120

$

105

Wood Products

353

294

Unallocated Items

1

17

Total

$

474

$

416

During fourth quarter 2024, we announced our plan to invest approximately $500 million to build a new TimberStrand® facility in Monticello, Arkansas. This capital outlay may be sourced from cash on hand or through future financing, as deemed appropriate. Construction began in 2025, with the goal of starting operations in 2027. Once completed, the new facility will increase our engineered wood products capacity by approximately 10 million cubic feet. In 2025, we had $109 million in capital expenditures related to the construction of this facility.

We expect our capital expenditures for 2026 to be approximately $400-$450 million, excluding approximately $300 million of investment in our Monticello engineered wood products facility. We exclude this investment for purposes of calculating our annual Adjusted Funds Available for Distribution (Adjusted FAD), as used in our flexible cash return framework. The amount we spend on capital expenditures could change due to:



future economic conditions,



environmental regulations,



changes in the composition of our business,



weather,



timing of equipment purchases and



capital needs related to other business opportunities.

FINANCING

Cash from financing activities includes items such as:



issuances and payments of debt and



payments for cash dividends and repurchasing stock.

Consolidated net cash from financing activities was:



$(290) million in 2025 and



$(852) million in 2024.

COMPARING 2025 WITH 2024

Net cash from financing activities increased by $562 million, primarily due to a $1,199 million increase in net proceeds from issuance of long-term debt and a $78 million decrease in cash paid for dividends, partially offset by a $712 million increase in payments on long-term debt.

LONG-TERM DEBT

Our consolidated long-term debt (including current portion) was:



$5,572 million as of December 31, 2025 and



$5,076 million as of December 31, 2024.

The $496 million increase in our long-term debt during 2025 is primarily attributable to:



the August 2025 issuance of an $800 million senior unsecured term loan;



the March 2025 issuance of a $300 million senior unsecured term loan and



the November 2025 loan of $102 million related to resource recovery revenue bonds.

These issuances were partially offset by:



the August 2025 partial repayment of approximately $500 million of our $750 million 4.75 percent senior unsecured notes;



the January 2025 repayment of our $139 million 8.50 percent debentures and



the March 2025 repayment of our $71 million 7.95 percent debentures.

The weighted average interest rate and the weighted average maturity on our long-term debt as of December 31, 2025 were 5.11 percent and 6.5 years, respectively.

See Note 11: Long-Term Debt, Net for more information.

WEYERHAEUSER COMPANY 2025 ANNUAL REPORT AND FORM 10-K 54

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LINE OF CREDIT

In June 2025, we amended and restated our senior unsecured revolving credit facility to extend the expiration date to June 2030, while increasing borrowing capacity from $1.5 billion to $1.75 billion. Borrowings will bear interest at a floating rate based on either the adjusted term Secured Overnight Financing Rate (SOFR) plus a spread or a mutually agreed-upon base rate plus a spread. As of December 31, 2025 and 2024, we had no outstanding borrowings on the revolving credit facility.

Refer to Note 10: Line of Credit and Commercial Paper Program for further information.

COMMERCIAL PAPER PROGRAM

In November 2025, we established a commercial paper program under which we may issue short-term, unsecured commercial paper notes pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Under this program, we may issue notes from time to time in an aggregate amount not to exceed $1.75 billion outstanding at any time. The notes will have maturities of up to 397 days from the date of issue and will not be subject to voluntary prepayment or redemption prior to maturity. We use our revolving credit facility as a liquidity backstop for the repayment of short-term unsecured notes issued under the commercial paper program. There were no notes outstanding under this program as of December 31, 2025.

Refer to Note 10: Line of Credit and Commercial Paper Program for further information.

OUR COVENANTS

Our key covenants include the requirement to maintain:



a minimum total adjusted shareholders' equity of $3.0 billion and



a defined debt-to-total-capital ratio of 65 percent or less.

Our total adjusted shareholders' equity is comprised of:



total shareholders’ equity,



excluding accumulated other comprehensive loss,



minus our investment in our unrestricted subsidiaries.

Our capitalization is comprised of:



total debt,



plus total adjusted shareholders' equity.

As of December 31, 2025, we had:



total adjusted shareholders' equity of $9.7 billion and



a defined debt-to-total-capital ratio of 36.4 percent.

When calculating compliance in accordance with financial debt covenants as of December 31, 2025 and December 31, 2024, we excluded the full amount of accumulated other comprehensive loss of $293 million and $402 million, respectively. See Note 14: Shareholders’ Interest for further information on accumulated other comprehensive loss.

There are no other significant financial debt covenants related to our third-party debt.

INTEREST RATE SWAP HEDGING RELATIONSHIP

During third quarter 2025, we entered into interest rate swaps with the risk management objective of managing exposure to interest rate volatility by converting variable rate debt obligations associated with our new $800 million term loan into fixed rate payments. The interest rate swaps provide the right to make fixed rate payments to the counterparty in exchange for variable, SOFR-based payments on a monthly settlement schedule. As of December 31, 2025, our interest rate swap agreements with an aggregate notional amount of $800 million were designated as cash flow hedging instruments of variable, SOFR-based interest payments on our $800 million term loan. No comparable activity was present for the year ended December 31, 2024.

Refer to Note 12: Fair Value of Financial Instruments for further information.

CREDIT RATINGS

As of December 31, 2025, our long-term issuer credit rating was BBB and Baa2 from S&P and Moody’s, respectively.

DIVIDENDS

We paid cash dividends on common shares of:



$606 million in 2025 and



$684 million in 2024.

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The decrease in dividends paid is primarily due to a supplemental dividend of $0.14 per share based on 2023 financial results for a total of $102 million paid in first quarter 2024.

Under our cash return framework, we plan to supplement our base dividend with an additional return of variable cash, as appropriate, in the form of share repurchase and/or a supplemental cash dividend to achieve our targeted total return to shareholders of 75 to 80 percent of annual Adjusted Funds Available for Distribution (Adjusted FAD). For further information on Adjusted FAD see Performance and Liquidity Measures.

SHARE REPURCHASES

During second quarter 2025, we completed the $1 billion purchase authorization under the share repurchase program approved by the board in

September 2021 (the 2021 Repurchase Program). On May 8, 2025, we announced the board approved a new share repurchase program (the 2025 Repurchase Program) under which we are authorized to repurchase up to $1 billion of outstanding shares. Concurrently, the board terminated the completed purchase authorization under the 2021 Repurchase Program.

We repurchased 6.1 million common shares for approximately $160 million (including transaction fees) during the year ended December 31, 2025. We repurchased 4.9 million common shares for approximately $153 million (including transaction fees) in 2024. As of December 31, 2025, we had remaining authorization of $938 million for future share repurchases. For further information on share repurchases see Note 14: Shareholders’ Interest.

OUR CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

More details about our contractual obligations and commercial commitments are in Note 8: Pension and Other Post-Employment Benefit Plans, Note 10: Line of Credit and Commercial Paper Program, Note 11: Long-Term Debt, Net, Note 12: Fair Value of Financial Instruments, Note 13: Legal Proceedings, Commitments and Contingencies, Note 16: Leases and Note 18: Income Taxes.

Significant Contractual Obligations as of December 31, 2025

Significant contractual obligations as of December 31, 2025 include our long-term debt obligations and lease obligations. Refer to Note 11: Long-Term Debt, Net, Note 12: Fair Value of Financial Instruments and Note 16: Leases for further information. Additional significant contractual obligations are included below.

DOLLAR AMOUNTS IN MILLIONS

PAYMENTS DUE BY PERIOD

LESS THAN

1–3

3–5

MORE THAN

TOTAL

1 YEAR

YEARS

YEARS

5 YEARS

Interest(1)

$

1,751

$

274

$

474

$

309

$

694

Purchase obligations(2)

$

346

$

166

$

132

$

15

$

33

Employee-related obligations(3)

$

263

$

125

$

19

$

17

$

34

(1)
Amounts presented for interest payments assume that all long-term debt obligations outstanding as of December 31, 2025 will remain outstanding until maturity. Interest payments related to our $800 million term loan due in 2028 are treated as fixed due to the impact of the related interest rate swap.

(2)
Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding on the company and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions and the approximate timing of the transaction. Purchase obligations exclude arrangements that the company can cancel without penalty.

(3)
The timing of certain payments within this category will be triggered by retirements or other events. These payments can include workers compensation, deferred compensation and banked vacation, among other obligations. When the timing of payment is uncertain, the amounts are included in the total column only. Minimum pension funding is required by established funding standards and estimates are not made for 2027 onward. Estimated payments of contractually obligated post-employment benefits are not included due to the uncertainty of payment timing.

OFF-BALANCE SHEET ARRANGEMENTS

Off-balance sheet arrangements have not had — and are not reasonably likely to have — a material effect on our current or future financial condition, results of operations or cash flows. Note 10: Line of Credit and Commercial Paper Program contains our disclosures of surety bonds and letters of credit.

ENVIRONMENTAL MATTERS, LEGAL PROCEEDINGS AND OTHER CONTINGENCIES

See Note 13: Legal Proceedings, Commitments and Contingencies.

WEYERHAEUSER COMPANY 2025 ANNUAL REPORT AND FORM 10-K 56

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ACCOUNTING MATTERS

CRITICAL ACCOUNTING ESTIMATES

In the preparation of our financial statements we follow established accounting policies and make estimates that affect both the amounts and timing of the recording of assets, liabilities, revenues and expenses. We base our judgments and estimates on historical experience and assumptions we believe are appropriate and reasonable under current circumstances. Actual results, however, could differ materially from the estimated amounts we have recorded. Some of these estimates require judgments about matters that are inherently uncertain. Accounting policies whose application involve a significant level of estimation uncertainty and may have a material effect on our results of operations or financial condition are considered critical accounting estimates.

DISCOUNT RATES FOR PENSION AND POST-EMPLOYMENT BENEFIT PLANS

Discount rates are used to estimate the net present value of our pension and other post-employment plan obligations. These rates are determined at the measurement date by matching current spot rates of high-quality corporate bonds with maturities similar to the timing of expected cash outflows for benefits. The selection of discount rates requires judgment as well as the involvement of actuarial specialists. These specialists assist with selecting yield curves based on published indices for high-quality corporate bonds and projecting the timing and amount of cash flows associated with our obligations to ultimately support our determination of an appropriate discount rate for each plan.

Our discount rates as of December 31, 2025 are:



5.3 percent for our U.S. pension plans — compared with 5.7 percent at December 31, 2024;



5.0 percent for our U.S. post-employment benefit plans — compared with 5.5 percent at December 31, 2024;



4.9 percent for our Canadian pension plans — compared with 4.7 percent at December 31, 2024 and



4.6 percent for our Canadian post-employment benefit plans — compared with 4.5 percent at December 31, 2024.

Pension expenses for 2026 will be based on the 5.3 percent and 4.9 percent assumed discount rates for the U.S. pension plans and the Canadian pension plans, respectively, and the 5.0 percent and 4.6 percent assumed discount rates for the U.S. and Canadian post-employment benefit plans, respectively.

Our discount rates are important in determining the cost of our plans. A 50 basis point decrease in our discount rate would increase expense or reduce a credit by approximately:



$8 million for our U.S. qualified pension plans and



$2 million for our Canadian registered pension plans.

Details about our other significant accounting policies are in Note 1: Summary of Significant Accounting Policies.

PROSPECTIVE ACCOUNTING PRONOUNCEMENTS

A summary of prospective accounting pronouncements is in Note 1: Summary of Significant Accounting Policies.

PERFORMANCE AND LIQUIDITY MEASURES

We use Adjusted EBITDA as a key performance measure to evaluate the performance of the consolidated company and our business segments. This measure should not be considered in isolation from, and is not intended to represent an alternative to, our results reported in accordance with U.S. generally accepted accounting principles (U.S. GAAP). However, we believe Adjusted EBITDA provides meaningful supplemental information for our investors about our operating performance, better facilitates period to period comparisons and is widely used by analysts, lenders, rating agencies and other interested parties. Our definition of Adjusted EBITDA may be different from similarly titled measures reported by other companies. Adjusted EBITDA, as we define it, is operating income adjusted for depreciation, depletion, amortization, basis of real estate sold and special items.

Adjusted EBITDA by Segment

DOLLAR AMOUNTS IN MILLIONS

2025

2024

Timberlands

$

581

$

539

Real Estate & ENR

411

349

Wood Products

250

661

Unallocated Items

(221

)

(257

)

Total

$

1,021

$

1,292

WEYERHAEUSER COMPANY 2025 ANNUAL REPORT AND FORM 10-K 57

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We reconcile Adjusted EBITDA to net earnings for the consolidated company and to operating income (loss) for the business segments, as those are the most directly comparable U.S. GAAP measures for each.

The table below reconciles Adjusted EBITDA by segment to net earnings for the year ended December 31, 2025:

DOLLAR AMOUNTS IN MILLIONS

REAL ESTATE

WOOD

UNALLOCATED

TIMBERLANDS

& ENR

PRODUCTS

ITEMS

TOTAL

Net earnings

$

324

Interest expense, net of capitalized interest

273

Income taxes

(64

)

Net contribution (charge) to earnings

$

586

$

315

$

55

$

(423

)

$

533

Non-operating pension and other post-employment benefit costs(1)

—

—

—

220

220

Interest income and other

—

—

—

(22

)

(22

)

Operating income (loss)

586

315

55

(225

)

731

Depreciation, depletion and amortization

261

12

224

12

509

Basis of real estate sold

—

84

—

—

84

Special items included in operating income (loss)(2)(3)(4)

(266

)

—

(29

)

(8

)

(303

)

Adjusted EBITDA

$

581

$

411

$

250

$

(221

)

$

1,021

(1)
Non-operating pension and other post-employment benefit costs includes a pretax special item consisting of a $145 million noncash settlement charge related to the transfer of pension plan assets and liabilities to an insurance company through the purchase of a

group annuity contract.

(2)
Operating income (loss) for Timberlands includes pretax special items consisting of a $117 million gain on the sale of Georgia and Alabama timberlands and a $149 million gain on the sale of Oregon timberlands.

(3)
Operating income (loss) for Wood Products includes a pretax special item consisting of a $29 million gain on the sale of our Princeton lumber mill.

(4)
Operating income (loss) for Unallocated Items includes pretax special items consisting of an $18 million noncash environmental remediation charge and a $26 million insurance recovery.

The table below reconciles Adjusted EBITDA by segment to net earnings for the year ended December 31, 2024:

DOLLAR AMOUNTS IN MILLIONS

REAL ESTATE

WOOD

UNALLOCATED

TIMBERLANDS

& ENR

PRODUCTS

ITEMS

TOTAL

Net earnings

$

396

Interest expense, net of capitalized interest

269

Income taxes

31

Net contribution (charge) to earnings

$

280

$

216

$

457

$

(257

)

$

696

Non-operating pension and other post-employment benefit costs

—

—

—

42

42

Interest income and other

(1

)

—

—

(52

)

(53

)

Operating income (loss)

279

216

457

(267

)

685

Depreciation, depletion and amortization

260

13

219

10

502

Basis of real estate sold

—

120

—

—

120

Special items included in operating income (loss)(1)

—

—

(15

)

—

(15

)

Adjusted EBITDA

$

539

$

349

$

661

$

(257

)

$

1,292

(1)
Operating income (loss) for Wood Products includes pretax special items consisting of a $25 million product remediation recovery and a $10 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill.

Net Earnings and Net Earnings per Diluted Share Before Special Items (Income Tax Affected)

We reconcile net earnings before special items to net earnings and net earnings per diluted share before special items to net earnings per diluted share, as those are the most directly comparable U.S. GAAP measures. We believe the measures provide meaningful supplemental information for investors about our operating performance, better facilitate period to period comparisons, and are widely used by analysts, lenders, rating agencies and other interested parties.

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The table below reconciles net earnings before special items to net earnings:

DOLLAR AMOUNTS IN MILLIONS

2025

2024

Net earnings

$

324

$

396

Environmental remediation charge

14

—

Gain on sale of lumber mill

(21

)

—

Gain on sale of timberlands

(266

)

—

Insurance recovery

(19

)

—

Pension settlement charge

111

—

Product remediation recovery

—

(19

)

Restructuring, impairments and other charges

—

7

Net earnings before special items

$

143

$

384

The table below reconciles net earnings per diluted share before special items to net earnings per diluted share:

AMOUNTS PER SHARE

2025

2024

Net earnings per diluted share

$

0.45

$

0.54

Environmental remediation charge

0.02

—

Gain on sale of lumber mill

(0.03

)

—

Gain on sale of timberlands

(0.36

)

—

Insurance recovery

(0.03

)

—

Pension settlement charge

0.15

—

Product remediation recovery

—

(0.02

)

Restructuring, impairments and other charges

—

0.01

Net earnings per diluted share before special items

$

0.20

$

0.53

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Adjusted FAD

We use Adjusted Funds Available for Distribution (Adjusted FAD) to evaluate the company’s liquidity and measure cash generated during the period (net of capital expenditures and significant nonrecurring items) that is available for dividends, repurchases of common shares, debt reduction, acquisitions, and other discretionary and nondiscretionary capital allocation activities. Adjusted FAD should not be considered in isolation from, and is not intended to represent an alternative to, results reported in accordance with U.S. GAAP. However, we believe the measure provides meaningful supplemental information for our investors about our liquidity. Adjusted FAD, as we define it, is net cash from operations adjusted for capital expenditures and significant non-recurring items. Our definition of Adjusted FAD may be different from similarly titled measures reported by other companies, including those in our industry. We reconcile Adjusted FAD to net cash from operations, as that is the most directly comparable U.S. GAAP measure.

The table below reconciles Adjusted FAD to net cash from operations:

DOLLAR AMOUNTS IN MILLIONS

2025

2024

Net cash from operations

$

562

$

1,008

Capital expenditures

(474

)

(416

)

FAD

$

88

$

592

Cash from product remediation recovery

—

(25

)

Cash contribution to our U.S. qualified pension plan

200

—

Monticello engineered wood products facility capital expenditures

109

—

Adjusted FAD

$

397

$

567

Net cash from investing activities

$

(475

)

$

(636

)

Net cash from financing activities

$

(290

)

$

(852

)

WEYERHAEUSER COMPANY 2025 ANNUAL REPORT AND FORM 10-K 60