Weyerhaeuser WY Form 10-Q filing Q4 FY2025

PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

See accompanying Notes to Consolidated Financial Statements.

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See accompanying Notes to Consolidated Financial Statements.

2

See accompanying Notes to Consolidated Financial Statements.

3

See accompanying Notes to Consolidated Financial Statements.

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See accompanying Notes to Consolidated Financial Statements.

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INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE QUARTERS AND YEAR-TO-DATE PERIODS ENDED SEPTEMBER 30, 2025 AND 2024

NOTE 1: BASIS OF PRESENTATION

Our consolidated financial statements provide an overall view of our results of operations, financial condition and cash flows. They include our accounts and the accounts of entities we control, including majority-owned domestic and foreign subsidiaries. They do not include our intercompany transactions and accounts, which are eliminated. Throughout these Notes to Consolidated Financial Statements, unless specified otherwise, references to “Weyerhaeuser,” “the company,” “we” and “our” refer to the consolidated company.

The accompanying unaudited Consolidated Financial Statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods presented. Except as otherwise disclosed in these Notes to Consolidated Financial Statements, such adjustments are of a normal, recurring nature. The Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial statements. Certain information and footnote disclosures normally included in our annual Consolidated Financial Statements have been condensed or omitted. These quarterly Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2024. Results of operations for interim periods should not necessarily be regarded as indicative of the results that may be expected for the full year.

Summary of Significant Accounting Policies

The following updates the policies disclosed in Note 1: Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the year ended December 31, 2024.

Derivative Instruments

At times, we may manage exposure to certain risks by entering into derivative instruments. We do not enter into derivative instruments for speculative purposes.

We record all derivative instruments on our Consolidated Balance Sheet at fair value. We are allowed to net settle transactions with respective counterparties for certain derivative instruments; however, we have not offset derivative asset and liability balances on our Consolidated Balance Sheet.

For derivative instruments that are designated as hedging instruments in a qualifying cash flow hedge, the hedging instrument’s income or loss is reported as a component of other comprehensive income (loss) and recorded in accumulated other comprehensive loss on our Consolidated Balance Sheet. The income or loss is subsequently reclassified into net earnings when the hedged transaction affects net earnings in the same line item as the underlying hedged transaction in our Consolidated Statement of Operations. Where applicable, the initial value of hedged components excluded from the assessment of effectiveness are amortized over the life of the hedging instrument, using a systematic and rational method, and recognized in the same line item as the hedged transaction.

Cash flows from derivative instruments designated as hedging instruments are classified in the same category as the cash flows from the respective hedged transaction.

See Note 9: Fair Value of Financial Instruments.

NOTE 2: BUSINESS SEGMENTS

We are principally engaged in growing and harvesting timber; maximizing the value of our acreage through the sale of higher and better use (HBU) properties; monetizing the value of surface and subsurface assets through leases and royalties; and manufacturing, distributing and selling products made from trees. Our business segments are organized based primarily on products and services which include:

• Timberlands – Logs, timber, recreational leases and other products;
• Real Estate, Energy and Natural Resources (Real Estate & ENR) – Real Estate (sales of timberlands) and ENR (rights to explore for and extract hard minerals, construction materials, natural gas production and wind and solar) and
• Wood Products – Structural lumber, oriented strand board, engineered wood products and building materials distribution.

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A reconciliation of our business segment information to the respective information in the Consolidated Statement of Operations is as follows:

(1)

Other segment items for each reportable segment includes recurring and non-recurring income and expense items. For our Wood Products segment, this includes an impairment charge related to the indefinite curtailment of our New Bern lumber mill for the quarter and year-to-date period ended September 30, 2024, product remediation recoveries for the year-to-date period ended September 30, 2024, and a gain on the sale of our Princeton lumber mill for the quarter and year-to-date period ended September 30, 2025. For Unallocated Items, this includes non-operating pension and other post-employment benefit costs, interest income and other and insurance recoveries for all periods presented. Refer to Note 13: Other Operating (Income) Costs, Net for additional information.

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Reconciliation of Net Contribution to Earnings to Net Earnings

Additional Financial Information

Total Assets

(1)

Assets attributable to the Real Estate & ENR segment are combined with total assets for the Timberlands segment as we do not produce separate balance sheets internally.

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NOTE 3: REVENUE RECOGNITION

A reconciliation of revenue recognized by our major products:

(1)

Other Timberlands sales include sales of seeds and seedlings from our nursery operations as well as wood chips.

(2)

Other Wood Products sales include wood chips, other byproducts and third-party residual log sales from our Canadian Forestlands operations.

NOTE 4: NET EARNINGS PER SHARE AND SHARE REPURCHASES

Our basic and diluted earnings per share were:

• $0.11 during third quarter 2025 and $0.35 during year-to-date 2025;
• $0.04 during third quarter 2024 and $0.43 during year-to-date 2024.

Basic earnings per share is net earnings divided by the weighted average number of our outstanding common shares, including stock equivalent units where there is no circumstance under which those shares would not be issued. Diluted earnings per share is net earnings divided by the sum of the weighted average number of our outstanding common shares and the effect of our outstanding dilutive potential common shares.

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We use the treasury stock method to calculate the dilutive effect of our outstanding stock options, restricted stock units and performance share units.

Potential Shares Not Included in the Computation of Diluted Earnings per Share

The following shares were not included in the computation of diluted earnings per share because they were either antidilutive or the required performance or market conditions were not met. Some or all of these shares may be dilutive potential common shares in future periods.

Share Repurchase Program

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 of directors terminated the completed purchase authorization under the 2021 Repurchase Program.

We repurchased 980,114 common shares for approximately $25 million (including transaction fees) under the 2025 Repurchase Program during third quarter 2025 and 5,714,095 common shares for approximately $150 million (including transaction fees) under the share repurchase programs during year-to-date 2025. As of September 30, 2025, we had remaining authorization of $948 million for future share repurchases under the 2025 Repurchase Program. During third quarter 2024, we repurchased 820,706 common shares for approximately $26 million (including transaction fees) and 3,962,220 common shares for approximately $125 million (including transaction fees) during year-to-date 2024 under the 2021 Repurchase Program.

All common stock repurchases under the share repurchase programs were made in open-market transactions. We record share repurchases upon trade date as opposed to the settlement date when cash is disbursed. We record a liability for repurchases that have not yet been settled as of period end. There were no unsettled shares as of September 30, 2025 and 12,436 unsettled shares (less than $1 million) as of December 31, 2024.

NOTE 5: INVENTORIES

Inventories include raw materials, work-in-process and finished goods, as well as materials and supplies.

LIFO – the last-in, first-out method – applies to major inventory products held at our U.S. locations. The moving average cost method or FIFO – the first-in, first-out method – applies to the balance of our U.S. raw material and product inventories, all material and supply inventories and all foreign inventories.

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NOTE 6: PENSION AND OTHER POST-EMPLOYMENT BENEFIT PLANS

The components of net periodic benefit cost are:

For the periods presented, service cost is included in “Costs of sales,” “Selling expenses,” and “General and administrative expenses” with the remaining components included in “Non-operating pension and other post-employment benefit costs” in the Consolidated Statement of Operations.

Fair Value of Pension Plan Assets and Obligations

In our year-end reporting process, we estimate the fair value of pension plan assets based upon the information available at that time. For certain assets, primarily private equity funds, the information available consists of net asset values as of an interim date, cash flows between the interim date and the end of the year and market events. We evaluate the year-end estimated fair value of pension plan assets in the second quarter of each year to incorporate final net asset values reflected in financial statements received after we have filed our Annual Report on Form 10-K. No adjustments to the
fair value of assets or projected benefit obligations were necessary during second quarter 2025.

NOTE 7: ACCRUED LIABILITIESAccrued liabilities were comprised of the following:

NOTE 8: LONG-TERM DEBT AND LINE OF CREDIT

Long-term Debt

During third quarter 2025, we entered into an $800 million senior unsecured term loan agreement that will mature in August 2028. Net proceeds after fees were $799 million. 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. Additionally, we utilized approximately $500 million of the net proceeds of the term loan to partially redeem our $750 million 4.75 percent senior unsecured notes due in May 2026.

During first quarter 2025, we repaid our $139 million 8.50 percent debentures and our $71 million 7.95 percent debentures at maturity. We also entered into a $300 million senior unsecured term loan that will mature in April 2030. Net proceeds after fees were $299 million. Borrowings will bear interest at a floating rate based on either the adjusted term SOFR plus a spread or a mutually agreed-upon base rate plus a spread.

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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 SOFR plus a spread or a mutually agreed-upon base rate plus a spread. We had no outstanding borrowings on our revolving credit facility as of September 30, 2025 or December 31, 2024.

NOTE 9: FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair value and carrying value of our long-term debt consisted of the following:

To estimate the fair value of fixed rate long-term debt, we used the market approach, which is based on quoted market prices we received for the same types and issues of our debt. We believe that our variable-rate long-term debt and line of credit instruments have net carrying values that approximate their fair value with only insignificant differences. The inputs to the valuations of our long-term debt are based on market data obtained from independent sources or information derived principally from observable market data. The difference between the fair value and the carrying value represents the theoretical net premium or discount we would pay or receive to retire all debt at the measurement date.

Fair Value of Derivative Instruments Designated as Cash Flow Hedges

The Derivative Instruments section of Note 1: Basis of Presentation provides information about how we account for derivative instruments as cash flow hedges.

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 September 30, 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 as of and for the year ended December 31, 2024.

An unrealized loss on interest rate swaps designated as cash flow hedging instruments of $2 million was recognized in "Other comprehensive income" in our Consolidated Statement of Comprehensive Income for the quarter and year-to-date period ended September 30, 2025. The unrealized loss for the year-to-date period of $2 million was recorded in "Accumulated other comprehensive loss" on our Consolidated Balance Sheet as of September 30, 2025.

As of September 30, 2025, the current and noncurrent fair value of interest rate swaps designated as cash flow hedging instruments in a liability position of less than $1 million and $2 million are recorded in "Accrued Liabilities" and "Other Liabilities" on our Consolidated Balance Sheet, respectively.

Foreign Currency Hedging Relationship

During first quarter 2025, we entered into forward contracts with the risk management objective of reducing foreign exchange risk associated with the variability in cash flows from the settlement of forecasted foreign currency-denominated purchases of equipment. Our forward contracts provide the right to buy specified quantities of euros during predetermined future periods at predetermined future rates. As of September 30, 2025, all forward contracts with an aggregate notional amount of $36 million were designated as cash flow hedging instruments of hedged forecasted foreign-currency denominated purchases of equipment. No comparable activity was present as of and for the year ended December 31, 2024.

An unrealized loss on forward contracts designated as cash flow hedging instruments of less than $1 million and an unrealized gain of $6 million were recognized in “Other comprehensive income” in our Consolidated Statement of Comprehensive Income for the quarter and year-to-date period ended September 30, 2025, respectively. The unrealized gain for the year-to-date period of $6 million was recorded in “Accumulated other comprehensive loss” on our Consolidated Balance Sheet as of September 30, 2025.

As of September 30, 2025, the current and noncurrent fair value of forward contracts designated as cash flow hedging instruments in an asset position of $2 million and $1 million are recorded in "Prepaid expenses and other current assets" and "Other assets" on our Consolidated Balance Sheet, respectively.

Fair Value of Other Financial Instruments

We believe that our other financial instruments, including cash and cash equivalents, short-term investments, receivables and payables, have net carrying values that approximate their fair values with only insignificant differences. This is primarily due to the short-term nature of these instruments and the allowance for doubtful accounts.

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NOTE 10: LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES

Legal Proceedings

We are party to various legal proceedings arising in the ordinary course of business. We are not currently a party to any legal proceeding that management believes could have a material adverse effect on our Consolidated Statement of Operations, Consolidated Balance Sheet or Consolidated Statement of Cash Flows.

Environmental Matters

Site Remediation

Under the federal Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) – commonly known as the Superfund – and similar state laws, we:

• are a party to various proceedings related to the cleanup of hazardous waste sites and
• have been notified that we may be a potentially responsible party related to the cleanup of other hazardous waste sites for which proceedings have not yet been initiated.

As of September 30, 2025, our total accrual for future estimated remediation costs on active Superfund sites and other sites for which we are potentially responsible was approximately $78 million. These amounts are recorded in "Accrued liabilities" and "Other liabilities" on our Consolidated Balance Sheet.

NOTE 11: ACCUMULATED OTHER COMPREHENSIVE LOSS

Changes in amounts included in our accumulated other comprehensive loss by component are:

(1)

Amounts presented are net of tax.

(2)

Amounts of actuarial loss and prior service cost are components of net periodic benefit cost. See Note 6: Pension and Other Post-Employment Benefit Plans.

NOTE 12: SHARE-BASED COMPENSATION

Share-based compensation activity during year-to-date 2025 included the following:

A total of 635 thousand shares of common stock were issued as a result of RSU and PSU vestings, net of tax.

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Restricted Stock Units

The weighted average fair value of the RSUs granted in 2025, calculated as an average of the high and low prices on grant date, was $29.77. The vesting provisions for RSUs granted in 2025 were consistent with prior year grants.

Performance Share Units

The weighted average grant date fair value of PSUs granted in 2025 was $32.50. The final number of shares granted in 2025 will vest between a range of 0 percent to 150 percent of each grant's target, depending upon actual company total shareholder return (TSR) compared against the TSR of an industry peer group. TSR assumes full reinvestment of dividends. PSUs granted in 2025 will vest at a maximum of 100 percent of target value in the event of negative absolute company TSR.

Weighted Average Assumptions Used in Estimating the Value of Performance Share Units Granted in 2025

NOTE 13: OTHER OPERATING (INCOME) COSTS, NETOther operating (income) costs, net were comprised of the following:

NOTE 14: INCOME TAXES

As a real estate investment trust (REIT), we generally are not subject to federal corporate income taxes on REIT taxable income that is distributed to shareholders. We are required to pay corporate income taxes on earnings of our Taxable REIT Subsidiaries (TRSs), which include our Wood Products segment and a portion of our Timberlands and Real Estate & ENR segments.

The quarterly provision for income taxes is based on our current estimate of the annual effective tax rate and is adjusted for discrete taxable events that have occurred during the year. Our 2025 estimated annual effective tax rate, excluding discrete items, differs from the U.S. federal statutory tax rate of 21 percent primarily due to state and foreign income taxes and tax benefits associated with our nontaxable REIT earnings.

Tax Legislation

On July 4, 2025, H.R. 1, commonly known as the One Big, Beautiful Bill Act (the OBBBA), was enacted. The OBBBA contains significant changes to corporate taxation, including accelerated deductions for capital spending, expensing of research and development costs and increased deductibility of interest expense. Additionally, effective for taxable years beginning after December 31, 2025, the value of TRS securities that a REIT may hold will increase from 20 percent to 25 percent of the value of the REIT’s total assets. We do not expect a material impact to our financial statements due to the enactment of the OBBBA.

NOTE 15: TIMBERLAND ACQUISITIONS AND DIVESTITURES

Divestitures

On October 30, 2025, we announced an agreement to sell 86 thousand acres of Georgia and Alabama timberlands for approximately $220 million. The sale is subject to customary closing conditions and is expected to close in fourth quarter 2025. This sale is not considered a strategic shift that had, or will have, a major effect on our operations or financial results and therefore does not meet the requirements for presentation as discontinued operations. However, the related assets have met the relevant criteria to be classified as held for sale on our current period Consolidated Balance Sheet. As of September 30, 2025, assets held for sale of $101 million within our Timberlands segment were included in "Assets held for sale" on our Consolidated Balance Sheet.

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On October 1, 2025, we completed the sale of 28 thousand acres of Oregon timberlands for approximately $190 million. This sale is not considered a strategic shift that had, or will have, a major effect on our operations or financial results and therefore does not meet the requirements for presentation as discontinued operations. However, the related assets have met the relevant criteria to be classified as held for sale on our current period Consolidated Balance Sheet. As of September 30, 2025, assets held for sale of $40 million within our Timberlands segment were included in "Assets held for sale" on our Consolidated Balance Sheet.

Acquisitions

On August 27, 2025, we completed the purchase of 117 thousand acres of North Carolina and Virginia timberlands for $364 million. We recorded $361 million of timberland assets in "Timber and timberlands at cost, less depletion" and $3 million of related assets in "Property and equipment, net" on our Consolidated Balance Sheet.

On August 13, 2025, we completed the purchase of approximately 10 thousand acres of Washington timberlands for $95 million. We recorded $94 million of timberland assets in "Timber and timberlands at cost, less depletion" and $1 million of related assets in "Property and equipment, net" on our Consolidated Balance Sheet.

On July 25, 2024, we announced acquisitions totaling 84 thousand acres of Alabama timberlands for $244 million. The first transaction was completed
on May 30, 2024 and was comprised of 13 thousand acres for $48 million. We recorded $47 million of timberland assets in "Timber and timberlands at cost, less depletion" and $1 million of related assets in "Property and equipment, net" on our Consolidated Balance Sheet. The second transaction was completed on August 28, 2024 and was comprised of 32 thousand acres for $82 million. We recorded $81 million of timberland assets in "Timber and timberlands at cost, less depletion" and $1 million of related assets in "Property and equipment, net" on our Consolidated Balance Sheet. The third transaction was completed on October 9, 2024 and was comprised of 39 thousand acres for $114 million.

NOTE 16: PRINCETON LUMBER MILL DIVESTITURE

On September 2, 2025, we completed the sale of our Princeton lumber mill for approximately $85 million. The total purchase price is inclusive of mill assets, the associated timber licenses in British Columbia and the value of working capital as of the closing date. Pursuant to the transaction closing, a gain on the sale of $29 million was recognized within our Wood Products segment in "Other operating (income) costs, net" in our Consolidated Statement of Operations. The transfer of all associated timber licenses in British Columbia remains subject to regulatory approval as of third quarter 2025, which we expect will follow in the ensuing months. A portion of the total purchase price is held in escrow as of the date of the sale and will be released in conjunction with the transfer of the associated timber licenses. We recorded this portion within "Receivables, net" and "Other assets, net" on our Consolidated Balance Sheet.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)

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RESULTS OF OPERATIONS

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

• Sales realizations for Timberlands and Wood Products refer to net selling prices. This includes selling price plus freight, minus normal sales deductions. Real Estate transactions are presented at the contract sales price before commissions and closing costs, net of any credits.
• Net contribution (charge) to earnings does not include interest expense or income taxes.

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 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 continued macroeconomic uncertainty and increased cautiousness by consumers. These policies, along with potential countermeasures by other countries, and the effects of certain executive orders and trade investigations relating to our businesses, 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 ongoing federal government shutdown, availability of these data points is limited to August 2025. All other data points are updated through third quarter 2025.

Home sales and building activity continues 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 as of the end of August 2025 averaged 1.4 million units, a 1.0 percent increase from second quarter 2025. Single-family starts averaged 924 thousand units as of the end of August 2025, a 1.8 percent decrease from second quarter 2025. Multi-family starts averaged 445 thousand units as of the end of August 2025, a 7.5 percent increase from second 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 732 thousand units through August 2025, a 9.3 percent increase from second 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 0.9 percent from second quarter 2025 to the end of August 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 lower consumer confidence, higher interest rates and general uncertainty around the trajectory of the economy. Slower sales of existing homes have also contributed to more subdued activity. 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 45 years.

In U.S. wood product markets, softer end use demand and steady supply have led to significant price weakness in commodity products. In third quarter 2025, the Random Lengths Framing Lumber Composite price averaged $411/MBF and the OSB Composite averaged $245/MSF. Over the course of third quarter 2025, composite prices for lumber decreased from $422/MBF to $367/MBF and composite prices for OSB decreased from $262/MSF to $237/MSF, both near multi-decade lows on an inflation-adjusted basis. The Framing Lumber Composite began third quarter 2025 on a slight upward trajectory, largely supported by improving Canadian spruce-pine-fir (SPF) pricing and broader concerns around increases in AD/CVD on softwood lumber from Canada, which moved significantly higher in August. As the quarter progressed, demand softened seasonally, and buyer sentiment turned

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more cautious. In addition, the persistent supply-demand imbalance in the U.S. worsened in response to elevated shipments of Canadian supply ahead of the increasing duties. Collectively, these dynamics drove composite pricing significantly lower through the balance of the quarter. In October 2025, a 10 percent tariff on U.S. imports of softwood lumber went into effect, which was the result of a Section 232 investigation by the U.S. Department of Commerce. For OSB, soft product pricing in third quarter 2025 was largely driven by lower demand from new home construction activity. In September, Weyerhaeuser made a slight reduction to its lumber production levels due to challenging market conditions. The company has maintained a similar operating posture at the outset of the fourth quarter and will continue to assess its operating rates in light of current market conditions on a go-forward basis.

In Western log markets, Douglas-fir sawlog prices decreased 9.1 percent in third quarter 2025 compared with second 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 while navigating a challenging lumber market. In the South, delivered sawlog prices increased 0.6 percent in third quarter 2025 compared to second quarter 2025 and declined 3.0 percent from third quarter 2024, as reported by TimberMart-South. Delivered pine pulpwood prices decreased 0.4 percent in third quarter 2025 compared to second quarter 2025 and declined 1.9 percent from third 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 8.2 percent year-to-date through August compared to the same period in 2024, while the key Post and Beam segment saw a 5.0 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 March 2025, Chinese regulators announced a suspension of log imports from the U.S, which continued through the third quarter.

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 6.8 percent in second quarter 2025 to 6.3 percent in third 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.

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 3.0 percent as of September 2025 compared to 2.7 percent in June 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 increased slightly from 4.1 percent in second quarter 2025 to 4.3 percent as of the end of August 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 natural climate solutions, including forest carbon, renewable energy and carbon capture and storage activities.

CONSOLIDATED RESULTS

How We Did Third Quarter 2025 and Year-to-Date 2025

Comparing Third Quarter 2025 with Third Quarter 2024

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Net sales

Net sales increased $36 million – 2 percent – primarily due to a $29 million increase in Timberlands net sales to unaffiliated customers attributable to increased log sales volumes and increased stumpage and pay-as-cut timber sales realizations and sales volumes, as well as a $14 million increase in Real Estate & ENR net sales attributable to an increase in average price per acre sold and an increase in right of way easements and royalty income. These increases were partially offset by a $7 million decrease in Wood Products net sales attributable to decreased sales realizations across most product lines.

Costs of sales

Costs of sales increased $82 million – 6 percent – primarily due to increased sales volumes for structural lumber and oriented strand board in our Wood Products segment, as well as increased log sales volumes and increased stumpage and pay-as-cut timber sales in our Timberlands segment.

Operating income

Operating income increased $45 million – 58 percent – primarily due to:

• a $33 million increase in insurance recoveries;
• a $29 million gain related to the sale of our Princeton lumber mill recorded in third quarter 2025;
• a $15 million decrease in general and administrative expenses and
• a $10 million impairment charge related to the indefinite curtailment of our New Bern lumber mill recorded in third quarter 2024.

These changes were partially offset by a $46 million decrease in consolidated gross margin (see discussion of components above).

Net earnings

Net earnings increased $52 million – 186 percent – primarily due to the $45 million increase in operating income discussed above and a $26 million increase in income tax benefit, partially offset by a $9 million increase in non-operating pension and other post-employment benefit costs and an $8 million decrease in interest income and other.

Comparing Year-to-Date 2025 with Year-to-Date 2024

Net sales

Net sales decreased $52 million – 1 percent – primarily due to an $86 million decrease in Wood Products net sales attributable to decreased sales realizations across most product lines, as well as a $12 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased Western log sales. These decreases were partially offset by a $46 million increase in Real Estate & ENR net sales attributable to an increase in average price per acre sold and an increase in right of way easements and royalty income.

Costs of sales

Costs of sales increased $93 million – 2 percent – primarily due to increased sales volumes for structural lumber, oriented strand board and softwood plywood in our Wood Products segment, partially offset by decreased Western sales volumes in our Timberlands segment and decreased acres sold in our Real Estate & ENR segment.

Operating income

Operating income decreased $64 million – 12 percent – primarily due to a $145 million decrease in consolidated gross margin (see discussion of components above), as well as a $25 million product remediation recovery recorded in second quarter 2024.

These changes were partially offset by:

• a $35 million increase in insurance recoveries;
• a $29 million gain related to the sale of our Princeton lumber mill recorded in third quarter 2025;
• an $18 million decrease in general and administrative expenses and
• a $10 million impairment charge related to the indefinite curtailment of our New Bern lumber mill recorded in third quarter 2024.

Net earnings

Net earnings decreased $65 million – 21 percent – primarily due to the $64 million decrease in operating income discussed above, a $26 million increase in non-operating pension and other post-employment benefit costs and a $26 million decrease in interest income and other. These changes were partially offset by a $51 million increase in income tax benefit.

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TIMBERLANDS

How We Did Third Quarter 2025 and Year-to-Date 2025

(1)

Other Timberlands sales include sales of seeds and seedlings from our nursery operations as well as wood chips.

Comparing Third Quarter 2025 with Third Quarter 2024

Net sales to unaffiliated customers

Net sales to unaffiliated customers increased $29 million – 8 percent – primarily due to an $11 million increase in Western log sales attributable to an 11 percent increase in sales volumes, partially offset by a 3 percent decrease in sales realizations, as well as an $8 million increase in stumpage and pay-as-cut timber sales attributable to increased sales realizations and sales volumes.

Intersegment sales

Intersegment sales increased $14 million – 10 percent – primarily due to a 6 percent increase in sales volumes, as well as a 4 percent increase in sales realizations.

Costs of sales

Costs of sales increased $19 million – 5 percent – primarily due to increased sales volumes across all regions.

Net contribution to earnings

Net contribution to earnings increased $23 million – 40 percent – primarily due to the change in the components of gross margin, as discussed above.

Comparing Year-to-Date 2025 with Year-to-Date 2024

Net sales to unaffiliated customers

Net sales to unaffiliated customers decreased $12 million – 1 percent – primarily due to a $32 million decrease in Western log sales attributable to a 3 percent decrease in sales realizations and a 2 percent decrease in sales volumes, partially due to a lower mix of export sales. This decrease was partially offset by a $7 million increase in Southern log sales attributable to increased sales volumes, as well as a $7 million increase in stumpage and pay-as-cut timber sales attributable to increased sales realizations and sales volumes.

Intersegment sales

Intersegment sales increased $42 million – 10 percent – primarily due to a 6 percent increase in sales volumes, as well as a 3 percent increase in sales realizations.

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Costs of sales

Costs of sales decreased $21 million – 2 percent – primarily due to decreased Western sales volumes.

Net contribution to earnings

Net contribution to earnings increased $52 million – 24 percent – primarily due to the change in the components of gross margin, as discussed above.

Third-Party Log Sales Volumes and Fee Harvest Volumes

(1)

Western logs are primarily transacted in thousand board feet (MBF) but are converted to ton equivalents for external reporting purposes.

REAL ESTATE, ENERGY AND NATURAL RESOURCES

How We Did Third Quarter 2025 and Year-to-Date 2025

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 expectation 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 Third Quarter 2025 with Third Quarter 2024

Net sales

Net sales increased $14 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 $3 million – 10 percent – primarily due to a decrease in acres sold.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings increased $18 million – 35 percent – primarily due to the change in the components of gross margin, as discussed above.

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Comparing Year-to-Date 2025 with Year-to-Date 2024

Net sales

Net sales increased $46 million – 15 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 $14 million – 12 percent – primarily due to a decrease in acres sold.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings increased $61 million – 36 percent – primarily due to the change in the components of gross margin, as discussed above.

REAL ESTATE SALES STATISTICS

WOOD PRODUCTS

How We Did Third Quarter 2025 and Year-to-Date 2025

(1)

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

Comparing Third Quarter 2025 with Third Quarter 2024

Net sales

Net sales decreased $7 million – 1 percent – primarily due to:

• a $39 million decrease in oriented strand board sales attributable to a 24 percent decrease in sales realizations, partially offset by an 8 percent increase in sales volumes;
• a $13 million decrease in engineered solid section sales attributable to a 10 percent decrease in sales realizations, partially offset by a 2 percent increase in sales volumes;
• a $10 million decrease in engineered I-joist sales attributable to an 8 percent decrease in sales realizations and a 3 percent decrease in sales volumes;
• a $9 million decrease in complementary building products sales attributable to a decrease in sales volumes across all products and
• a $3 million decrease in medium density fiberboard sales attributable to a 6 percent decrease in sales volumes and a 1 percent decrease in sales realizations.

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These decreases were mostly offset by a $58 million increase in structural lumber sales attributable to a 13 percent increase in sales volumes, as well as a $9 million increase in other products produced sales attributable to an increase in wood chip sales volumes.

Costs of sales

Costs of sales increased $86 million – 8 percent – primarily due to increased sales volumes for structural lumber and oriented strand board.

Operating (loss) income and Net (charge) contribution to earnings

Operating (loss) income and net (charge) contribution to earnings decreased $46 million – 170 percent – primarily due to the change in the components of gross margin, as discussed above, partially offset by a $29 million gain related to the sale of our Princeton lumber mill recorded in third quarter 2025 and a $10 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill recorded in third quarter 2024 (refer to the breakout of these items in Note 13: Other Operating (Income) Costs, Net).

Comparing Year-to-Date 2025 with Year-to-Date 2024

Net sales

Net sales decreased $86 million – 2 percent – primarily due to:

• a $149 million decrease in oriented strand board sales attributable to a 23 percent decrease in sales realizations, partially offset by a 4 percent increase in sales volumes;
• a $51 million decrease in engineered solid section sales attributable to a 9 percent decrease in sales realizations and a 1 percent decrease in sales volumes;
• a $46 million decrease in complementary building products sales attributable to a decrease in sales realizations and sales volumes across most products;
• a $33 million decrease in engineered I-joist sales attributable to an 8 percent decrease in sales realizations and a 4 percent decrease in sales volumes;
• a $16 million decrease in medium density fiberboard sales attributable to a 13 percent decrease in sales volumes and a 1 percent decrease in sales realizations and
• a $2 million decrease in softwood plywood sales attributable to a 6 percent decrease in sales realizations, partially offset by a 5 percent increase in sales volumes.

These decreases were partially offset by a $203 million increase in structural lumber sales attributable to a 9 percent increase in sales volumes and a 6 percent increase in sales realizations, as well as an $8 million increase in other products produced sales attributable to an increase in wood chip sales volumes.

Costs of sales

Costs of sales increased $151 million – 4 percent – primarily due to increased sales volumes for structural lumber, oriented strand board and softwood plywood.

Operating (loss) income and Net (charge) contribution to earnings

Operating (loss) income and net (charge) contribution to earnings decreased $218 million – 62 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 13: Other Operating (Income) Costs, Net).

Third-Party Sales Volumes

(1)

Sales volumes include internally produced products and products purchased for resale primarily through our distribution business.

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PRODUCTION AND OUTSIDE PURCHASE VOLUMES

Outside purchase volumes are primarily purchased for resale through our distribution business. Production volumes are produced for sale through our own sales organizations and through our distribution business. Production of oriented strand board and engineered solid section are also used to manufacture engineered I-joists.

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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, foreign exchange transaction gains and losses, interest income and other.

Net Charge to Earnings – Unallocated Items

Comparing Third Quarter 2025 with Third Quarter 2024

Net charge to earnings decreased $33 million – 62 percent – primarily due to a $43 million decrease in other, net, primarily attributable to a $26 million increase in insurance recoveries, as well as a $10 million increase in the benefit from elimination of intersegment profit in inventory and LIFO. These changes were partially offset by a $9 million increase in non-operating pension and other post-employment benefit costs and an $8 million decrease in interest income and other, primarily attributable to a decrease in cash and cash equivalents.

Comparing Year-to-Date 2025 with Year-to-Date 2024

Net charge to earnings increased $11 million – 6 percent – primarily due to:

• a $26 million increase in non-operating pension and other post-employment benefit costs;
• a $25 million decrease in interest income and other, primarily attributable to a decrease in cash and cash equivalents;
• a $13 million increase in unallocated corporate function and variable compensation expense and
• a $12 million increase in the charge for elimination of intersegment profit in inventory and LIFO.

These changes were partially offset by a $62 million decrease in other, net, primarily attributable to a $28 million increase in insurance recoveries and a $20 million decrease in IT-related project costs.

INTEREST EXPENSE

Our interest expense, net of capitalized interest, was:

• $71 million for third quarter 2025 and $203 million year-to-date 2025;
• $69 million for third quarter 2024 and $203 million year-to-date 2024.

Interest expense increased $2 million compared to third quarter 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. There was no similar activity in third quarter 2024. Year-to-date 2025 interest expense was comparable to year-to-date 2024, primarily due to the third quarter 2025 debt extinguishment costs and a series of debt issuances and retirements in 2025 that increased our outstanding debt, offset by a decrease in our weighted average interest rate.

INCOME TAXES

Our provision for income taxes was:

• a $41 million benefit for third quarter 2025 and $13 million benefit year-to-date 2025;
• a $15 million benefit for third quarter 2024 and $38 million expense year-to-date 2024.

Our provision for income taxes is primarily driven by the results of our TRSs. Income tax expense decreased $51 million compared to year-to-date 2024, resulting in a net benefit position primarily due to a decrease in our TRS earnings in 2025, as well as a decrease in our estimated effective tax rate.

Refer to Note 14: Income Taxes for further information.

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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 September 30, 2025, we had $401 million in cash and cash equivalents and $1.75 billion of availability on our line of credit, which expires in June 2030. We believe we have sufficient liquidity to meet our cash requirements for the foreseeable future.

CASH FROM OPERATIONS

Consolidated net cash from operations was:

• $676 million for year-to-date 2025 and
• $790 million for year-to-date 2024.

Net cash from operations decreased $114 million primarily due to decreased cash flows from our business operations, as well as a $12 million increase in cash paid for interest and a $10 million increase in cash paid for income taxes.

CASH FROM INVESTING ACTIVITIES

Consolidated net cash from investing activities was:

• $(729) million for year-to-date 2025 and
• $(381) million for year-to-date 2024.

Net cash from investing activities decreased $348 million primarily due to a $331 million increase in cash paid for acquisitions of timberlands, as well as a $58 million increase in cash paid for capital expenditures. These changes were partially offset by a $61 million increase in proceeds from the sale of our Princeton lumber mill.

Summary of Capital Spending by Business Segment

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.

We anticipate our capital expenditures for 2025 to be between $380 and $390 million, excluding approximately $130 million of investment in our Monticello engineered wood products facility. The amount we spend on capital expenditures could change.

CASH FROM FINANCING ACTIVITIES

Consolidated net cash from financing activities was:

• $(230) million for year-to-date 2025 and
• $(674) million for year-to-date 2024.

Net cash from financing activities increased $444 million primarily due to a $1,098 million increase in net proceeds from issuance of long-term debt, as well as an $85 million decrease in cash paid for dividends. These changes were partially offset by a $712 million increase in payments on long-term debt and a $24 million increase in cash used for repurchases of common stock.

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 SOFR plus a spread or a mutually agreed-upon base rate plus a spread. We had no outstanding borrowings on our revolving credit facility as of September 30, 2025 or December 31, 2024.

Refer to Note 8: Long-Term Debt and Line of Credit for further information.

Long-Term Debt

During third quarter 2025, we entered into an $800 million senior unsecured term loan agreement that will mature in August 2028. Net proceeds after fees were $799 million. Borrowings will bear interest at a floating rate based on either the adjusted term SOFR plus a spread or a mutually agreed-upon

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base rate plus a spread. Additionally, we utilized approximately $500 million of the net proceeds of the term loan to partially redeem our $750 million 4.75 percent senior unsecured notes due in May 2026.

During first quarter 2025, we repaid our $139 million 8.50 percent debentures and our $71 million 7.95 percent debentures at maturity. We also entered into a $300 million senior unsecured term loan that will mature in April 2030. Net proceeds after fees were $299 million. Borrowings will bear interest at a floating rate based on either the adjusted term SOFR plus a spread or a mutually agreed-upon base rate plus a spread.

Refer to Note 8: Long-Term Debt and Line of Credit for further information.

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 September 30, 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 as of and for the year ended December 31, 2024.

Refer to Note 9: Fair Value of Financial Instruments for further information.

Debt Covenants

As of September 30, 2025, Weyerhaeuser Company was in compliance with its debt covenants. There have been no significant changes to the debt covenants presented in our 2024 Annual Report on Form 10-K for our long-term debt instruments, and we expect to remain in compliance with our debt covenants for the foreseeable future.

Dividend Payments

We paid cash dividends on common shares of:

• $454 million for year-to-date 2025 and
• $539 million for year-to-date 2024.

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 a supplemental cash dividend and/or share repurchase to achieve a 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 of directors terminated the completed purchase authorization under the 2021 Repurchase Program.

We repurchased 980,114 common shares for approximately $25 million (including transaction fees) under the 2025 Repurchase Program during third quarter 2025 and 5,714,095 common shares for approximately $150 million (including transaction fees) under the share repurchase programs during year-to-date 2025. During third quarter 2024, we repurchased 820,706 common shares for approximately $26 million (including transaction fees) and 3,962,220 common shares for approximately $125 million (including transaction fees) during year-to-date 2024 under the 2021 Repurchase Program. There were no unsettled shares as of September 30, 2025 and 12,436 unsettled shares (less than $1 million) as of December 31, 2024.

Refer to Note 4: Net Earnings Per Share and Share Repurchases for further information.

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PERFORMANCE AND LIQUIDITY MEASURES

Adjusted EBITDA by Segment

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 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, including those in our industry. Adjusted EBITDA, as we define it, is operating income adjusted for depreciation, depletion, amortization, basis of real estate sold and special items.

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 for the quarter ended September 30, 2025:

(1)

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.

(2)

Operating income (loss) for Unallocated Items includes a pretax special item consisting of a $26 million insurance recovery.

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The table below reconciles Adjusted EBITDA for the quarter ended September 30, 2024:

(1)

Operating income (loss) for Wood Products includes a pretax special item consisting of a $10 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill.

The table below reconciles Adjusted EBITDA for the year-to-date period ended September 30, 2025:

(1)

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.

(2)

Operating income (loss) for Unallocated Items includes a pretax special item consisting of a $26 million insurance recovery.

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The table below reconciles Adjusted EBITDA for the year-to-date period ended September 30, 2024:

(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.

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 non-recurring 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, our results reported in accordance with U.S. GAAP. However, we believe the measure provides meaningful supplemental information for 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:

Net Earnings and Net Earnings per Diluted Share Before Special Items

We use net earnings before special items and net earnings per diluted share before special items as key performance measures to evaluate the performance of the consolidated company. These measures should not be considered in isolation from, and are not intended to represent an alternative to, our results reported in accordance with U.S. GAAP. However, 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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Net Earnings Before Special Items

Net Earnings per Diluted Share Before Special Items

CRITICAL ACCOUNTING ESTIMATES

There have been no material changes during year-to-date 2025 to the critical accounting estimates presented in our 2024 Annual Report on Form 10-K.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

LONG-TERM DEBT OBLIGATIONS

The following summary of our long-term debt obligations includes:

• scheduled principal repayments for the next five years and after;
• weighted average interest rates for debt maturing in each of the next five years and after and
• estimated fair values of outstanding obligations.

We estimate the fair value of long-term debt based on quoted market prices we receive for the same types and issues of our debt or on the discounted value of the future cash flows using market yields for the same type and comparable issues of debt. Changes in market rates of interest affect the fair value of our fixed-rate debt.

Summary of Long-Term Debt Obligations as of September 30, 2025

(1)

Excludes $35 million of unamortized discounts and capitalized debt expense.

(2)

As of September 30, 2025, the weighted average interest rate for our variable-rate debt was 5.49 percent, excluding estimated patronage refunds.

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 at the rate of 3.414% to the counterparty in exchange for variable payments based on the 1-month SOFR plus a spread, on a monthly settlement schedule. As of September 30, 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. There have been no material changes in swap terms or risk management strategy since inception. No comparable activity was present as of and for the year ended December 31, 2024.

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Item 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls are controls and other procedures that are designed to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934, as amended (the Exchange Act) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, to allow timely decisions regarding required disclosure. The company’s principal executive officer and principal financial officer have concluded that the company’s disclosure controls and procedures were effective as of September 30, 2025, based on an evaluation of the company’s disclosure controls and procedures as of that date.

CHANGES IN INTERNAL CONTROLS

No changes occurred in the company’s internal control over financial reporting during third quarter 2025 that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Refer to Note 10: Legal Proceedings, Commitments and Contingencies. SEC regulations require us to disclose certain information about proceedings arising under federal, state or local environmental provisions if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold. In accordance with these regulations, the company uses a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required pursuant to this item.

Item 1A. RISK FACTORS

There have been no material changes with respect to the risk factors disclosed in our 2024 Annual Report on Form 10-K.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table provides information with respect to purchases of common stock made by the company during third quarter 2025:

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 of directors terminated the completed purchase authorization under the 2021 Repurchase Program.

During third quarter 2025, we repurchased 980,114 shares for approximately $25 million (including transaction fees) under the 2025 Repurchase Program in open-market transactions. Transaction fees incurred for repurchases are not counted as use of funds authorized for repurchases under the 2025 Repurchase Program. As of September 30, 2025, we had remaining authorization of $948 million for future stock repurchases.

Item 5. OTHER INFORMATION

Insider Trading Arrangements

During third quarter 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the company adopted, modified or terminated a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or a non-Rule 10b5-1 trading arrangement.

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Item 6. EXHIBITS

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10.1 Term Loan Agreement dated as of August 25, 2025 among Weyerhaeuser Company, as Parent, Weyerhaeuser NR Company, a subsidiary of Weyerhaeuser Company, as Borrower, the lenders party thereto, and Truist Bank, as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 28, 2025 – Commission File Number 1-4825) 10.2 Guarantee Agreement dated as of August 25, 2025 between Weyerhaeuser Company, as Guarantor, and Truist Bank, as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on August 28, 2025 – Commission File Number 1-4825) 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. (32) Certification pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350). 101.INS XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document (104) The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, has been formatted in Inline XBRL.

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