WY 10-K & 10-Q changes, risk factors and insider trading

You should consider the following risk factors, inIn addition to the information presented elsewhere in this report, particularly in Our Business, Forward-Looking Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A), you should consider the risk factors in this section, as well as those set forth from time to time in our other public statements, reports, registration statements, prospectuses, information statements and other filings we make from time to time with the SEC, in evaluating us, our business and an investment in our securities.

Our business is particularly dependent upon the health of the U.S. housing market, and specifically on demand for new homes and home repair and remodeling. Demand in these markets is sensitive to changes in economic conditions such as the level of employment, consumer confidence, inflation, consumer income, the availability of financing and interest rate levels. Other factors that could limit or adversely affect demand for new homes and home repair and remodeling, and hence demand for our products, include factors such as changes in consumer preferences, limited wage growth, increases in non-mortgage consumer debt, any weakening in consumer confidence, as well as any increase in foreclosure rates and distress sales of houses.

Timber harvest activities are also subject to a number of federal, state and local regulations pertaining to the protection of fish, wildlife, water and other resources. Regulations, government agency policy and guidelines, and litigation, can restrict timber harvest activities and increase costs. Examples include federal and state laws protecting threatened, endangered and “at-risk” species, harvesting and forestry road building activities WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 32 that may be restricted under the U.S. Federal Clean Water Act, state forestry practices laws, laws protecting aboriginal rights and other similar regulations.

Our real property holdings are primarily timberlands and we may make additional timberlands acquisitions in the future. As the owner and manager of approximatelymore 10.4than 10 million acres of timberlands, we are subject to the risks that are inherent in concentrated real estate investments. A downturn in the real estate industry generally, or the timber or forest products industries specifically, could reduce the value of our properties and adversely affect our financial condition, results of operations and cash flows. Such a downturn could also adversely affect our customers and reduce the demand for our products, as well as our ability to execute upon our strategy of selling nonstrategic timberlands and timberland properties that have higher and better uses at attractive prices. These risks may be more pronounced than if we diversified our investments outside of real property holdings.

Our success depends, to a significant extent, upon our ability to attract, retain and develop employees to help run our business, including but not limited to employees needed to staff our operations and key personnel capable of performing at a high level to fill roles in senior corporate and operations management. Our financial condition, results of operations or cash flows could be significantly adversely affected if we were to fail to recruit, retain, and develop such employees, or if there were to occur any significant decrease in the availability of such employees or any significant increase in the cost of providing such employees with competitive total compensation and benefits. For the last few years, we have experienced a competitive and challenging labor market. In addition, most of our operations are located in rural communities where we draw from local labor forces to fill many positions in both our Timberlands and Wood Products operations. These communities are often beset with many challenges ranging from struggling economies to limited community resources and access to educational opportunities, any one or more of which could lead to decreases in location populations and therefore decreases in the availability of an able and qualified workforce. A sustained labor shortage or increased turnover rates within our employee base, whether caused by any singular event such as thea global pandemic or as a result of general macroeconomicmacroeconomic, demographic or other factors, could disrupt our operations and lead to increased labor costs, such as an increased need for overtime work by current employees to meet demand and increased wage rates to attract and retain employees.

A significant number of employees in our Western Timberlands and in our Wood Products businesses located in the Pacific Northwest are covered by a collective bargaining agreement, and these employees have in the recent past commenced a work stoppage that was subsequently resolved. We also have collective bargaining agreements with smaller groups of employees in various other parts of our business operations. If our unionized workersemployees were to engage in a protracted work stoppage,stoppage we could experience a significant disruption of operations at our facilities. Likewise,or if our non-unionized operationsemployees were to become unionized and thereafter commence a work stoppage, we could experience a significant disruption of operations at our facilities.operations. If we are unable to reach or renew collective bargaining agreements with our unionized workers, we could also experience higher ongoing labor costs. Any work stoppage by any one or more of our significant customers, transportation providers or suppliers could also have similar negative effects on us. Depending on scope and duration, any of these labor disruptions could have a material adverse effect on our financial condition, results of operations or cash flows.

Our strategic initiatives are designed to improve our results of operations and drive long-term shareholder value.value, and our financial plans contemplate a combination of important strategic growth initiatives across segments. These initiatives include, among others, optimizing cash flow through operational excellence,excellence and opportunistic acquisitions and divestitures, expanding capacity and distribution for our timber and wood products, reducing costs to achieve industry-leading cost structure, innovating in higher-margin products and pursuing opportunities in new and emerging marketsmarkets. For example, through our Timberlands business we are pursuing opportunities to expand exports in Asia, Europe, the Middle East and Africa, and through our Real Estate, Energy & Natural Resources segment. For example, through our natural climate solutions business we are pursuing opportunities to participate in new and emerging markets for forest carbon creditscredits, renewable energy, carbon storage and carbonbiocarbon. storage,In our Wood Products segment, we are making strategic capital investments in our Lumber business, expanding the footprint of our Distribution business and theinvesting resources in new product development. The success of these endeavors is subject to many known and unknown risks. Known risks include but are not limited to market acceptance or changes in demand for our natural climate solutions products and services as these new markets evolve over time. PoliticalDomestic and foreign political and regulatory developments could also make these business opportunities less profitable or even impossible to pursue. We are also investing significant capital resources in constructing a new TimberStrand® manufacturing facility, and our ability to realize our projected financial and other benefits of the project is also subject to many known and unknown risks. These include but are not limited to our ability to timely commence or complete construction of the facility, our ability to procure necessary government licenses, approvals and permits, our receipt of certain tax abatement and related financial incentives from state and local governments and the performance of vendors and contractors. There can be no assurance that we will be able to successfully implement any one or more of our important strategic growth initiatives in accordance with our expectations,expectations whichor couldthat resultour ininitiatives, aneven adverseif effectimplemented, onwill lead to successful achievement of our objectives. If we are not able to successfully implement our initiatives, our business and financial results.results could be adversely affected.

We intend to strategically pursue acquisitions andin strategicall divestituresof our business segments when market conditions warrant. As with any investment, our acquisitions may not perform in accordance with our expectations. In addition, we anticipate financing many of these acquisitions through cash from operations, borrowings under our unsecured credit facilities, proceeds from equity or debt offerings or proceeds from strategic asset dispositions, or any combination thereof. Our inability to finance future acquisitions on favorable terms, or at all, could adversely affect our ability to successfully execute strategic acquisitions and thereby adversely affect our results of operations, financial condition and cash flows.

There continue to be numerous international, U.S. federal and state-level initiatives and proposals to address domestic and global climate issues. Within the U.S. and Canada, some of these proposals would regulate and/or tax the production of carbon dioxide and other greenhouse gases to facilitate the reduction of carbon compound emissions into the atmosphere and provide tax and other incentives to produce and use cleaner energy. Indeed, such regulations have already been passed into law in some Canadian provinces and in Washington state, where we have mill operations. Climate change effects, if they occur, and governmental initiatives, laws and regulations to address potential climate WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 37 concerns, could increase our costs and have a long-term adverse effect on our businesses and results of operations. Future legislation or regulatory activity in this area remains uncertain, and its effect on our operations is unclear at this time.

We conduct a significant portion of our business activities through one or more TRSs. The use of our TRSs enables us to engage in non-REIT qualifying business activities such as the harvesting and sale of logs, manufacture and sale of wood products, and the development and sale of certain higher and better use (HBU) property. Our TRSs are subject to corporate-level income tax. Under the Code, effective January 1, 2026, no WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 38 more than 25 percent (previously 20 percent) of the value of the gross assets of a REIT may be represented by securities of one or more TRSs. This limitation may affect our ability to increase the size of our TRSs’ operations. While we intend to monitor the value of our investments in the stock and securities of our TRSs to ensure compliance with the 2025 percent limitation, we cannot provide assurance that we will always be able to comply with the limitation so as to maintain REIT status. If we were to exceed the 2025 percent limitation, we may be forced to sell or otherwise distribute assets of our TRSs in order to remain a qualified REIT. Furthermore, our use of TRSs may cause the market to value our common shares differently than the shares of other REITs, which may not use TRSs at all, or as extensively as we use them.

The vast majority of our timberlands are held in two subsidiaries that we operate to qualify as REITs. Our western timberlands and related assets are held in a subsidiary that began qualifying as a REIT beginning in the tax year 2022 and our southern timberlands and related assets are held WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 38 in another subsidiary that intendsbegan to qualifyqualifying as a REIT beginning in the tax year 2025. While our ownership interests in these subsidiaries are qualifying real estate assets for purposes of the company’s 75 percent asset test described above, any failure of either subsidiary REIT to maintain its own separate REIT status would generally result in the subsidiary being subject to regular U.S. corporate income tax, as described above, and the company’s ownership interest in the subsidiary no longer qualifying as a real estate asset for purposes of the 75 percent asset test. If this were to occur, the company’s own REIT qualification could be adversely affected.

ChangesRecent and future changes in U.S. foreign trade policy and responses from other countries may substantially increase the cost of our products in our export markets as well as increase the cost of imported products and raw materials that we use in our operations.

Our ability to conduct business can be significantly affected by changes in tariffs, duties, taxes or customs resulting from changes in U.S. and foreign trade policy. For example, we export logs and finished wood products to foreign markets, including Canada and China, and our ability to do so profitably wouldcould be affected by trade disputes that result in tariffs being charged on these products.

The new U.S. presidential administration has proposedtaken multiple actions in 2025 to significantly increase tariffs on foreign imports into the United States, including imports from countries to which we export our products, such as Canada and China. For example, on February 1, 2025, the United States imposed tariffs on imports from Canada, Mexico and China, and on April 2, 2025, the United States announced a universal baseline tariff of 10% on almost all imports, plus additional country-specific tariffs for select trading partners, including China. The rates and effective dates of these tariffs have been adjusted on several occasions since the initial announcements, and certain of these tariffs are subject to legal and other challenges, the outcome of which could further change tariff rates and effective dates. In addition to increasing the cost of the wood products that we export to U.S. markets from our Canadian operations, thisthese policypolicies could result in one or more of our foreign export market jurisdictions adopting retaliatory trade policy that makes it more difficult or costly for us to export our products to those countries including, for example, by increasing tariffs, taxes or duties on our products or by placing significant import restrictions on our products such as onerous and excessive phytosanitary requirements. Several countries, including Canada and China, have imposed retaliatory tariffs, and the imposition of U.S. and foreign tariff regimes is fluid and changing. We could therefore experience reduced revenues and margins in our businesses that are adversely affected by international trade policy or disputes, including the terms of any settlement of such disputes. To the extent such trade policies increase prices, they could also reduce the overall demand for our products in affected markets. Likewise, U.S.-imposed tariffs on imports could also increase our costs for products and raw materials that we use in our operations,operations. and weWe may not be able to pass on those cost increases to our customers.customers, and if WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 39 we do pass on those cost increases to our customers, it could reduce demand for our products. Further, tariff-related disruptions could cause supply chain delays and increase our operational expenses. These changes could therefore have a material adverse effect on our business, financial resultscondition and financialresults condition,of operations, including facility closures or impairments of assets. We cannot predict future U.S. or foreign trade policy or the terms and conditions of any resolutions or settlements of international trade disputes and their effects on our business.business, and the evolving landscape of global trade policies, including the potential for further tariff escalations or broader economic impacts, could adversely affect our business, financial condition and results of operations.

Our board of directors, in its sole discretion, determines the amount and timing of our cash dividends to shareholders based on consideration of a number of factors. These factors include, but are not limited to: our results of operations and cash flows; current and forecasted economic conditions; changes in the current or expected prices and demand for our products and the general market demand for timberlands, including those timberland properties that have higher and better uses; current and forecasted harvest levels; balancing various capital allocation priorities and considerations including without limitation the company’s capital requirements and debt repayment obligations; various finance WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 39 considerations, including the company’s credit ratings, borrowing capacity, debt covenant restrictions that may impose limitations on cash payments and other related factors and tax considerations. Consequently, the amount, timing and frequency of our dividends, including our quarterly base dividend and annual supplemental dividend, may fluctuate.

Credit rating agencies rate our debt securities on factors that include our operating results and balance sheet, actions that we take, their view of the general outlook for our industry and their view of the general outlook for the economy. Ratings decisions by these agencies include WEYERHAEUSER COMPANY > 2025 ANNUAL REPORT AND FORM 10-K 40 maintaining, upgrading or downgrading our current rating, as well as placing the company on a "watch list" for possible future ratings actions. Any downgrade of our credit rating, or decision by a rating agency to place us on a "watch list" for possible future downgrading could have an adverse effect on our ability to access credit markets, increase our cost of financing, and have an adverse effect on the market price of our securities.

We use IT systems to carry out our operating activities, maintain our business records, and collect and store sensitive data, including but not limited to intellectual property and personally identifiable information. Some of our systems are internally managed and some are maintained by third-party service providers. Although we employ, and we believe our third-party service providers employ, what we deem to be reasonably adequate security measures and controls, there can be no assurance that our efforts will be effective against the risks we face from cyber-attacks, including from: computer hackers, foreign governments and cyber terrorists; malicious code (such as malware, viruses and ransomware); an intentional or unintentional personnel action; a natural disaster; a hardware or software corruption, failure or error; a telecommunications system failure or disruption; a service provider failure or error; or any one or more other causes of a security breach, system WEYERHAEUSER COMPANY > 2024 ANNUAL REPORT AND FORM 10-K 40 failure or disruption. The increased prevalence and sophistication of Artificial Intelligence (AI) tools, such as AI-enabled malware, could increase the risks of cyber-attacks to our systems and to those of our third-party service providers. Implementation of new IT systems, including replacement of legacy systems with new or upgraded versions, could also pose a significant risk to us, as any such implementation could involve system failure, potential loss or corruption of our important data, security or internal control failures, delays, cost overruns and disruption to 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, specificallyparticularly 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 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.

Over the past year, homeHome sales and building activity moderatedcontinue to moderate in part dueresponse to consistently elevated mortgage interest ratesrates, reduced affordability and reducedlower affordability.consumer Specifically,confidence. multi-familyWhile constructionoverall housing inventory remains historically low across many markets, there has been hamperedsome byincrease ain largeunsold supply of recently completed projects as well as higher interest ratesnew and other factors constraining the underwriting of proposed projects. In contrast, newexisting single-family home construction has remained resilient, as existing homeowners continued to be constrained by the lock-in effect of lower mortgage rates, compared to current rates.units. On a seasonally adjusted annual basis, as reported by the U.S. Census Bureau, housing starts for fourthOctober quarter 20242025 averaged 1.41.2 million units, a 3.57.0 percent increasedecrease from third quarter 2024.2025. Single-family starts averaged 1.0874 millionthousand units in fourthOctober quarter 2024,2025, a 3.31.0 percent increasedecrease from third quarter 2024.2025. Multi-family starts averaged 376372 thousand units in fourthOctober quarter2025, 2024,an which was a 4.118.4 percent increasedecrease from third quarter 2024.2025. 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,built single-family homes averaged a seasonally adjusted annual rate of 662737 thousand units for fourthOctober quarter 2024,2025, a decrease of 6.55.9 percent increase from third quarter 2024, primarily2025, driven by abuilder seasonalincentives reductionand moderate relief in buyingmortgage activity.rates. OverNotwithstanding thecurrent mediummacroeconomic uncertainty and potential impacts to long-term,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,cohorts and a decade of under building and historically low housing inventory.building.

Repair and remodeling expenditures decreased by 0.70.6 percent from third quarter 20242025 to fourththe quarterend 2024of 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,effect of lower mortgage rates compared to current rates, many homeowners have been more cautious in discretionary spending on large projects. Additionally, some repair and remodeling activity was accelerated during the pandemic which has had some impact on the level of spending. ThisRecent softness has been reflected in both the do-it-yourself (DIY) and professionally built segments.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 resumereturn pre-pandemicto historical growth trends withdriven healthyby householdrecent balancedeferrals sheets,in elevatedrepair and remodel spending, higher levels of home equity and an aging U.S. housing stock, with a median age of 4546 years.

In Western log markets, Douglas firDouglas-fir sawlog prices increaseddecreased 5.6 percent in fourth quarter 20242025 compared with third quarter 2024,2025, as reported by Fastmarkets RISI Log Lines based on Weyerhaeuser’s sales mix. StrengtheningLog 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 prices and seasonal reductions in log supply contributed to log price increases in fourth quarter 2024.market. In the South, delivered sawlog prices decreased 3.02.3 percent in fourth quarter 20242025 compared to third quarter 20242025 and declined 2.92.3 percent from fourth quarter 2023,2024, as reported by TimberMart-South. ThisDelivered waspine largelypulpwood drivenprices 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 ampleTimberMart-South. In general, Southern log supply remains ample and ongoingwood actionsproduct takenand byfiber mills continue to align capacityproduction with lowerend-market demanddemand. forPulpwood finishedprices products,have partiallybeen drivenmore by the seasonal reductionchallenged in buildingseveral activitylocalized inregions thefollowing winterrecent months.mill closures.

Currency exchange rates, available supply from other countries and trade policy affect our export businesses. During fourth quarter 2024, end use demand in export markets moderated. In Japan, total housing starts decreased 3.47.4 percent year to dateyear-to-date through NovemberDecember compared to the same period in 2023,2024, while the key Post and Beam segment saw a 2.64.0 percent decrease.decrease, in part due to more stringent building permit requirements which went into effect on April 1, 2025. The slowing demand washas been partially offset by a decrease in lumber imports to Japan from Europe,Europe and reduced inventories of European lumber in the Japanese market. China’sIn China, during fourth quarter 2025 regulators lifted the March 4, 2025 suspension of log marketsimports werefrom generallythe stableU.S. despiteAs ongoinga softnessresult, Weyerhaeuser is in end-marketthe demand.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, increaseddecreased from 6.16.3 percent in third quarter 20242025 to 6.96.2 percent in fourth quarter 2024,2025, 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-inlocked in many existing homeowners from selling, thereby reducing inventories of existing homes for sale which has led to increasedincremental demand for available new homes.

Net sales decreased $550$219 million — 73 percent — primarily due to a $436$264 million decrease in Wood Products net sales attributable to decreased sales realizations and sales volumes across most product lines, as well as aan $142$18 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased log sales realizations and sales volumes in the Western region. These decreases were partially offset by a $63 million increase in Real Estate, Energy and SouthernNatural regions.Resources net sales attributable to an increase in average price per acre sold.

Costs of sales decreasedincreased $181$69 million — 31 percent — primarily due to decreasedincreased sales volumes acrossfor moststructural productlumber, linesoriented instrand board and softwood plywood within our Wood Products, as well as decreased sales volumes in our TimberlandsProducts segment, partially offset by ana increasedecrease in acres sold in our Real Estate, Energy and Natural Resources segment and decreased Western sales volumes in our Timberlands segment.

Net sales to unaffiliated customers decreased $142$18 million — 91 percent — primarily due to a $101$48 million decrease in Western log sales attributable to a 74 percent decrease in sales realizationsvolumes and a 63 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 $40$9 million decreaseincrease in Southernstumpage logand pay-as-cut timber sales primarily attributable to aincreased 5sales percentrealizations decrease inand sales volumes.

Intersegment sales decreasedincreased $18$38 million — 37 percent — primarily due to a 63 percent decreaseincrease in sales realizations, partiallyas offsetwell byas a 3 percent increase in sales volumes.

Costs of sales decreased $60$22 million — 31 percent — primarily due to decreased Western andsales volumes, partially offset by increased Southern sales volumes.

Net contribution to earnings decreasedincreased $208$306 million — 43109 percent — primarily due to thea change in the components of gross margin, as discussed above, as well as an $84$266 million decreaseincrease 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.

Net sales increased $28$63 million — 816 percent — primarily due to an increase in acres sold, partially offset by a decrease in average price per acre sold and aan decreaseincrease in right-of-way easements and royalty income from our Energy and Natural Resources business.business, partially offset by a decrease in acres sold.

Costs of sales increaseddecreased $26$35 million — 2123 percent — primarily due to ana increasedecrease in acres sold.

These decreases were partially offset by a $35$131 million increase in orientedstructural strand boardlumber sales attributable to a 65 percent increase in sales volumes and a 1 percent increase in sales realizations, partiallyas offsetwell byas a 2$5 percentmillion decreaseincrease in other products produced sales attributable to an increase in wood chip sales volumes.

Costs of sales decreasedincreased $183$158 million — 43 percent — primarily due to decreasedincreased sales volumes acrossfor moststructural productlumber, lines.oriented strand board and softwood plywood.

Interest expense decreasedincreased by $11$4 million compared to 20232024 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 duringin 20232025 that decreasedincreased our outstanding debt, partially offset by a decrease in our weighted average outstandinginterest debt.rate.

Income tax expense decreased by $67$95 million compared to 20232024, resulting in a net benefit position, primarily due to decreasesa significant decrease in our pretaxTRS 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 income tax rate.

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

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, 2024,2025, we had $684$464 million in cash and cash equivalentsequivalents, and $1.5$1.75 billion of availability on our line of credit, which expires in MarchJune 2028.2030, 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.

Net cash from operations decreased by $425$446 million, primarily due to decreased cash inflows from our business operations.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.

During 2024,2025, we contributed a total of $18$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 $20$18 million during 2023.2024.

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 is expected to startbegan 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 20252026 to be approximately $440$400-$450 million, excluding theapproximately $300 million of investment in our Monticello engineered wood products facility. We plan to exclude thethis 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:

TheseNet changescash werefrom partiallyfinancing offsetactivities increased by $562 million, primarily due to a $992$1,199 million decreaseincrease in net proceeds from issuance of long-term debt and a $23$78 million decrease in cash paid for dividends, partially offset by a $712 million increase in cashpayments usedon forlong-term repurchases of common stock.debt.

The $7$496 million increase in our long-term debt during 20242025 is primarily attributable to amortization of debt discounts and capitalized debt expenses.:

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

Geopolitical events and ongoing U.S. trade policy changes have resulted in macroeconomic uncertainty and increased cautiousness by consumers. The conflict in the Middle East has had a near-termcontinued impact on energy and fuel prices, which has negatively affected businesses and households. Trade and tariff policies, along with potential countermeasures by other countries, affect supply and demand trends, import and export dynamics, and pricing for our products.

Housing market conditions have beenremained mixed, with lower home sales butand relatively steady building activity. Elevated mortgage interest rates, reduced affordability and weaker consumer confidence remain key factors influencing housing demand. WhileExisting overall housinghome inventory remains historicallyconstrained low acrossin many markets,markets inventoriesdue to the continued lock-in effect among homeowners with below-market mortgage rates. Inventories of unsold new and existing single-family unitshomes have stabilizeddeclined after increasingreaching througha cyclical peak in 2025. On a seasonally adjusted annual basis, as reported by the U.S. Census Bureau, housing starts for firstsecond quarter 2026 averaged 1.41.3 million units, a 7.25.0 percent increasedecrease from fourthfirst quarter 2025.2026. Single-family starts averaged 957902 thousand units in firstsecond quarter 2026, a 3.54.5 percent increasedecrease from fourthfirst quarter 2025.2026. Multi-family starts averaged 462445 thousand units in firstsecond quarter 2026, a 16.06.0 percent increasedecrease from fourthfirst quarter 2025.2026. Single-family construction is a primary driver of our business as compared to multi-family construction due to the amount of wood products used per unit. Sales of newly built single-family homes averaged a seasonally adjusted annual rate of 587631 thousand units for Januarysecond quarter 2026, a 17.21.4 percent decreaseincrease from fourthfirst quarter 2025,2026, as builders continue to provide incentives to help offset affordability constraints and elevated buyer financing costs continued to weigh on buyer demand despite ongoing builder incentives.costs. Notwithstanding current macroeconomic uncertainty and potential impacts toon housing demand, we continue to expect afavorable favorablelong-term fundamentals for the U.S. housing construction market over the medium to long-term,market, supported by strong demographicsdemographic intrends, a prolonged period of underbuilding, and the keyneed homefor buyingadditional agehousing cohorts and a decade of under building.supply.

Repair and remodeling expenditures increased 2.621.1 percent from fourthfirst quarter 20252026 to firstsecond quarter 2026, according to the Census Bureau Advance Retail Spending report. While there continues to be steadyunderlying 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. Professionally built segments werehave firmercontinued thanto outpace do-it-yourself (DIY) activity, though both continue to beremain restrained due to subdued consumer confidence,confidence and elevated interest rates and concerns around the trajectory of the economy.rates. 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, operating capacity across the industry has come into a more normalized balance with measured demand, leading to price uplift across many commodity products. In first quarter 2026, the Random Lengths Framing Lumber Composite price averaged $435$490/MBF and the OSB Composite averaged $261$250/MSF.MSF Overduring the course of firstsecond quarter 2026, while composite prices for lumber increased from $385$470/MBF to $470$513/MBF and composite prices for OSB increaseddecreased from $230$265/MSF to $265$243/MSF. The Framing Lumber Composite continued on an upward trajectory across most regions and species. Curtailments during the holiday season and some permanent closures in thelate fourth2025 quarterand ofinto 2025,2026, combinedfewer withEuropean lumber imports, leaner dealer inventories atand thetighter beginningfreight of the quarter,markets contributed to the price increases. What had been a large divergence in lumber prices across regions and species narrowed inover first quarterhalf 2026, with Southern Yellow Pine showing particularly strong gains relative to other species. For OSB, product pricing showedhas modestremained improvement from the fourth quarter,low as there have been fewer supply adjustments were not as pronounced as in lumber, reflecting relatively higher levels of OSB operating capacity across the U.S. and Canada.Canada than the lumber sector.

In Western log markets, Douglas-fir sawlog prices increased 5.44.4 percent in firstsecond quarter 2026 compared with fourthfirst quarter 2025,2026, as reported by Fastmarkets RISI Log Lines based on Weyerhaeuser’s sales mix. Log prices in the domestic market rose as severallumber prices strengthened and mills returnedincreased toinventories normalahead operationsof afterfire year-end.season. In the South, delivered sawlog prices decreasedincreased 1.32.9 percent in firstsecond quarter 2026 compared to fourthfirst quarter 20252026 and declined 3.50.3 percent from firstsecond quarter 2025, as reported by TimberMart-South. Delivered pine pulpwood prices decreasedincreased 1.30.3 percent in firstsecond quarter 2026 compared to fourthfirst quarter 20252026 and declined 5.73.5 percent from firstsecond quarter 2025 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 mill closures in 2025 and slower end-use market demand. However, log demand is improving slightly as sawmills respond to stronger lumber prices and fiber mills come out of spring maintenance outages.

Currency exchange rates, available supply from other countries and trade policy affect our export businesses. In Japan, total housing starts decreased 2.7 percent year-to-date through FebruaryMay compared to the same period in 2025, while the key Post and Beam segment saw a 7.34.4 percent increase, partly reflecting a backlog of permit applications following more stringent building requirements that took effect April 1, 2025. Slowing demand has been partially offset by reduced lumber imports from Europe and lower inventories of European lumber in the Japanese market, while higher energy costs have had some negative impact on Japanese producers. In China, during fourth quarter 2025 regulators lifted the March 4, 2025 suspension of log imports from the U.S. As a result, Weyerhaeuser iscontinues into the early stages of re-establishingre-establish 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, increased from 6.2 percent in fourth quarter 2025 to 6.4 percent in first quarter 2026 to 6.5 percent in second quarter 2026, 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 indiscouraged many existing homeowners from selling, thereby reducing inventories of existing homes for sale whichand has led to incrementalsupporting 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 3.5 percent as of June 2026 compared to 3.3 percent as of March 2026 compared to 2.7 percent as of December 2025.2026. This rate is markedly down from prior periods of elevated inflation, although conflict in the IranMiddle conflictEast has ledcontributed to markedly higher energy and fuel prices. 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 decreased from 4.4 percent in fourth quarter 2025 to 4.3 percent in first quarter 2026 to 4.2 percent in second quarter 2026. In May 2026, Weyerhaeuser isfinalized currentlya innew activecollective negotiationsbargaining agreement (CBA) with members of the International Association of Machinists and Aerospace Workers union to establish a new collective bargaining agreement (CBA) covering approximately 1,200 Wood Products and Timberlands employees across four lumber mills and a portion of our Western Timberlands operations in Washington and Oregon. The employeesnew coveredagreement bywas finalized prior to the currentexpiration date of the prior CBA, whichthus will expire on May 31, 2026, last commencedavoiding a work stoppage in September 2022 that was resolved in October 2022. At this stage in the negotiations, there is no way to be certain about the occurrence or extent of any work stoppage.

Net sales decreased $36$17 million – 21 percent – primarily due to a $123$14 million decrease in WoodStrategic ProductsLand Solutions net sales attributable to decreaseddecreases salesin realizationsacres acrosssold mostand productaverage lines,price per acre sold for our Climate Solutions business, as well as a $26$6 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased Southern log sales realizations and volumes in the Western region.volumes. These decreaseschanges were partially offset by a $113$3 million increase in StrategicWood Land SolutionsProducts net sales primarily due to a $94 million conservation easement sale in our Climate Solutions business.sales.

Operating income increased $68$45 million – 3825 percent – primarily due to a $58$71 million increase in gain on sale of timberlands, as well as a $28 million increase in product remediation insurance recoveries (see Note 15: Timberland Divestitures and Note 13: Other Operating (Income) Costs, Net). These changes were partially offset by a $17$14 million decrease in consolidated gross margin (see discussion of components above).

Net earnings increased $73$75 million – 8886 percent – primarily due to the $68$45 million increase in operating income discussed above,above as well asand a $5$27 million decreaseincrease in non-operatingincome pensiontax and other post-employment benefit costs.benefit.

Net sales to unaffiliated customers decreased $26$6 million – 72 percent – primarily due to a $25$9 million decrease in WesternSouthern log sales attributable to a 10 percent decrease in sales realizations, as well as a 6 percent decrease in sales volumes.volumes, partially offset by a 1 percent increase in sales realizations.

Intersegment sales decreased $16$5 million – 113 percent – primarily due to a 910 percent decrease in sales realizations, aspartially welloffset asby a 27 percent decreaseincrease in sales volumes.

Costs of sales remainedincreased consistent$18 million – 4 percent – primarily due to increased Western sales volumes, as well as an increase in Western and Southern freight costs, offset by decreased sales volumes.costs.

Net sales increaseddecreased $113$14 million – 1209 percent – primarily due to a $94 million conservation easement saledecreases in acres sold and average price per acre sold for our Climate Solutions business, aslargely welldriven asby a reduction in Conservation sales. These decreases were partially offset by increases in acres sold and average price per acre sold for our Real Estate businessbusiness, as well as increases in right-of-way easements and an increase in royalty income fromfor our Natural Resources business.

Costs of sales remaineddecreased consistent$6 million – 14 percent – primarily due to ana increasedecrease in commissionacres costssold for our Climate Solutions business, partially offset by aan decreaseincrease in basis per acreacres sold for our Real Estate and Climate Solutions businesses.business.

Operating income and net contribution to earnings increaseddecreased $113$12 million – 20211 percent – primarily due to the change in the components of gross margin, as discussed above.

Effective first quarter 2026, Real Estate sales statistics have been adjusted to reflect our updated presentation of business lines within the Strategic Land Solutions segment. Real Estate statistics for first quarter 2025 have been adjusted to present comparative data, with all changes attributable to the disaggregation of the Climate Solutions business.

Net sales decreasedincreased $123$3 million – 10less than 1 percent – primarily due to:

Thesea decreases were partially offset by an $18$24 million increase in complementary building products sales primarily attributable to an increase inincreased sales volumes and realizations acrossfor most products.steel;

Costs of sales decreased $27$20 million – 2 percent – primarily due to decreased sales volumes for moststructural products.lumber.

Operating income and net contribution to earnings decreasedincreased $64$25 million – 6054 percent – primarily due to the change in the components of gross margin, as discussed above, partially offset by a $28 million product remediation insurance recovery recorded in first quarter 2026 (refer to Note 13: Other Operating (Income) Costs, Net).above.