WEYERHAEUSER CO 10-Q

Item 2. UNREGISTERED SALES OF EQUITY S ECURITIES 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 second quarter 2024: COMMON SHARE REPURCHASES DURING SECOND QUARTER 2024 TOTAL NUMBER OF SHARES PURCHASED AVERAGE PRICE PAID PER SHARE TOTAL NUMBER OF SHARES PURCHASED AS PART OF PUBLICLY ANNOUNCED PROGRAMS APPROXIMATE DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PROGRAMS April 1 – April 30 209,671 $ 31.94 209,671 $ 195,749,652 May 1 – May 31 522,048 $ 30.31 522,048 $ 179,928,242 June 1 – June 30 937,426 $ 29.32 937,426 $ 152,446,072 Total 1,669,145 $ 29.96 1,669,145 On September 22, 2021, we announced that our board had approved a new share repurchase program (the 2021 Repurchase Program) under which we are authorized to repurchase up to $1 billion of outstanding shares. Concurrently, the board terminated the remaining repurchase authorization under the 2019 Repurchase Program. During second quarter 2024, we repurchased 1,669,145 shares for approximately $50 million (including transaction fees) under the 2021 Repurchase Program in open-market transactions. Transaction fees incurred for repurchases are not counted as use of funds authorized for repurchases under the 2021 Repurchase Program. As of June 30, 2024, we had remaining authorization of $152 million for future stock repurchases. I tem 5. OTHER INFORMATION Rule 10b5-1 Trading Arrangements During second quarter 2024, one of the company's "officers" (as that term is defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act. David M. Wold , senior vice president and chief financial officer , adopted a plan on April 30, 2024 to initiate the cashless exercise of 4,402 stock options which expire on February 12, 2025 , and thereby sell on the open market 4,402 shares of common stock underlying the stock options at a designated strike price. Mr. Wold’s plan expires when all of the stock options are exercised and all of the underlying shares are sold or on February 12, 2025 , whichever occurs first. 28 Item 6. EXHI BITS 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 June 30, 2024, has been formatted in Inline XBRL. 29 S IGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. WEYERHAEUSER COMPANY (Registrant) Date: July 26, 2024 By: /s/ David M. Wold David M. Wold Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer and Duly Authorized Officer) 30