What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-10-31 compared with 2025-07-25 · 224 added, 111 removed, 404 unchanged (45% of the section changed)

11 unchanged sentences

expected capital expenditures;

the expected cost and timing of the completion of a new wood products manufacturing facility;

estimated returns on pension plan assets;

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our expectations about our future opportunities in emerging carbon credit and carbon capture and storage markets;

assumptions used in valuing incentive compensation and related expense;

the expected effects of U.S.

international trade policy and the occurrence and timing of the closing of an announced timberland acquisition transaction and the occurrence and timing of the closing of an announced wood products manufacturing facility sale transaction.

assumptions used in valuing incentive compensation and related expense and the occurrence and timing of the closing of an announced timberland divestiture transaction.

Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts.

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and evolution of emerging renewable energy and carbon-related markets.

Recently announced and ongoing U.S.

trade policy actions have resulted in elevated macroeconomic uncertainty and a decrease in consumer confidence.

These policies, along with potential countermeasures by other countries, and the outcome 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.

Home sales and building activity has eased in response to elevated mortgage interest rates, reduced affordability and lower consumer confidence.

Despite areas in the U.S.

South and Southwest seeing an uptick in new offerings, overall housing inventory remains historically low across many markets.

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 for second quarter 2025 averaged 1.3 million units, a 5.3 percent decrease from first quarter 2025.

Single-family starts averaged 919 thousand units in second quarter 2025, a 9.5 percent decrease from first quarter 2025.

Multi-family starts averaged 408 thousand units in second quarter 2025, a 5.9 percent increase from first quarter 2025.

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 652 thousand units for second quarter 2025, a 0.5 percent decrease from first quarter 2025.

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 increased by 0.3 percent from first quarter 2025 to second quarter 2025 according to the Census Bureau Advance Retail Spending report.

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.

Slower sales of existing homes has also contributed to more subdued activity.

This 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.

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.

wood product markets, after a steady increase in the first quarter, the Random Lengths Framing Lumber Composite peaked in early April and trended lower through late June.

This was driven by cautious buyer sentiment in response to elevated macroeconomic uncertainty and a softer than expected spring building season.

OSB prices decreased significantly in the second quarter in response to softening demand from home construction activity and ample supply.

In second quarter 2025, the Random Lengths Framing Lumber Composite price averaged $453/MBF and the OSB Composite averaged $304/MSF.

Over the course of second quarter 2025, composite prices for lumber decreased from $488/MBF to $422/MBF and composite prices for OSB decreased from $358/MSF to $262/MSF.

In Western log markets, Douglas-fir sawlog prices decreased 0.9 percent in second quarter 2025 compared with first quarter 2025, as reported by Fastmarkets RISI Log Lines based on Weyerhaeuser’s sales mix.

Prices in the first quarter had been elevated given seasonally lower log supply and steady takeaway of lumber, but decreased in the second quarter in response to a softening lumber market and elevated log inventories.

In the South, delivered sawlog prices decreased 0.4 percent in second quarter 2025 compared to first quarter 2025 and declined 2.5 percent from second quarter 2024, as reported by TimberMart-South.

In general, Southern log supply remains ample and mills continue to align production with end-market demand.

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

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.

During second quarter 2025, end-use demand in export markets moderated.

In Japan, total housing starts decreased 6.0 percent year-to-date through May compared to the same period in 2024, while the key Post and Beam segment saw a 2.2 percent decrease, in part due to more stringent building permit requirements, effective April 1,

The slowing demand was partially offset by a decrease in lumber imports to Japan from Europe and reduced inventories of European lumber in the Japanese market.

In March, Chinese regulators announced a suspension of log imports from the U.S.

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.

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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 6.7 percent in first quarter 2025 to 6.8 percent in second quarter 2025, according to economic data from Freddie Mac.

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.

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Increased inflation affects the cost of our operations across each of our business segments, including costs for raw materials, transportation, energy and labor.

The Consumer Price Index increased at an annual rate of 2.7 percent as of June 2025 compared to 2.4 percent in March 2025.

This rate is markedly down from prior periods of elevated inflation, with limited tariff-related pressures largely offset by easing costs in other goods and services.

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 decreased slightly from 4.2 percent in first quarter 2025 to 4.1 percent in second quarter 2025.

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;

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CONSOLIDATED RESULTS

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

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

QUARTER ENDED

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DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Costs of sales

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Earnings per share, basic and diluted

Comparing Second Quarter 2025 with Second Quarter 2024

Net sales decreased $55 million – 3 percent – primarily due to a $64 million decrease in Wood Products net sales attributable to decreased sales realizations across most product lines, partially offset by increased structural lumber sales, as well as a $36 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased log sales realizations, partially attributable to a lower mix of export sales, and sales volumes in the Western region.

These changes were partially offset by a $45 million increase in Real Estate & ENR net sales attributable to an increase in average price per acre sold, partially offset by a decrease in acres sold.

Comparing Third Quarter 2025 with Third Quarter 2024

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 $24 million – 2 percent – primarily due to increased sales volumes for structural lumber and oriented strand board in our Wood Products segment, partially offset by decreased Western sales volumes in our Timberlands segment.

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 decreased $92 million – 34 percent – primarily due to a $79 million decrease in consolidated gross income (see discussion of components above), as well as a $25 million product remediation recovery recorded in second quarter 2024 (refer to Note 13:

Other Operating Costs (Income), Net ).

Net earnings decreased $86 million – 50 percent – primarily due to the $92 million decrease in operating income discussed above and a $9 million increase in non-operating pension and other post-employment benefit costs, partially offset by a $21 million decrease in income tax expense.

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 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 decreased $88 million – 2 percent – primarily due to a $79 million decrease in Wood Products net sales attributable to decreased sales realizations across most product lines, partially offset by increased structural lumber sales, as well as a $41 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased log sales realizations, partially attributable to a lower mix of export sales, and sales volumes in the Western region.

These changes were partially offset by a $32 million increase in Real Estate & ENR net sales attributable to an increase in average price per acre sold, partially offset by a decrease in acres sold.

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 $11 million – less than 1 percent – primarily due to increased sales volumes for structural lumber and oriented strand board in our Wood Products segment, partially offset by decreased Western sales volumes in our Timberlands segment.

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 $109 million – 23 percent – primarily due to a $99 million decrease in consolidated gross income (see discussion of components above), as well as a $25 million product remediation recovery recorded in second quarter 2024 (refer to Note 13:

Other Operating Costs (Income), Net ).

Net earnings decreased $117 million – 41 percent – primarily due to the $109 million decrease in operating income discussed above, as well as an $18 million decrease in interest income and other and a $17 million increase in non-operating pension and other post-employment benefit costs.

These changes were partially offset by a $25 million decrease in income tax expense.

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

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 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.

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

QUARTER ENDED

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DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Net sales to unaffiliated customers:

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

Comparing Second Quarter 2025 with Second Quarter 2024

Comparing Third Quarter 2025 with Third Quarter 2024

Net sales to unaffiliated customers

Net sales to unaffiliated customers decreased $36 million – 9 percent – primarily due to a $36 million decrease in Western log sales attributable to a 14 percent decrease in sales volumes and a 4 percent decrease in sales realizations, partially attributable to a lower mix of export sales.

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 $10 million – 7 percent – primarily due to a 6 percent increase in sales realizations.

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 decreased $34 million – 8 percent – primarily due to decreased Western sales volumes.

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

Net contribution to earnings

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Net sales to unaffiliated customers

Net sales to unaffiliated customers decreased $41 million – 5 percent – primarily due to a $43 million decrease in Western log sales attributable to an 8 percent decrease in sales volumes and a 3 percent decrease in sales realizations, partially attributable to a lower mix of export sales.

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

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VOLUMES IN THOUSANDS

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Third-party log sales – tons:

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REAL ESTATE, ENERGY A ND NATURAL RESOURCES

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

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

QUARTER ENDED

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DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Energy and natural resources

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In any period, the average price per acre will vary based on the location and physical characteristics of parcels sold.

Comparing Second Quarter 2025 with Second Quarter 2024

Net sales increased $45 million – 41 percent – primarily due to an increase in average price per acre sold, partially offset by a decrease in acres sold.

Comparing Third Quarter 2025 with Third Quarter 2024

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

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

Net sales increased $32 million – 15 percent – primarily due to an increase in average price per acre sold, partially offset by a decrease in acres sold.

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

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YEAR-TO-DATE ENDED

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Average price per acre

WOOD PRODUCTS

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

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

QUARTER ENDED

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DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Structural lumber

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Costs of sales

Operating income and Net contribution to earnings

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

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

Comparing Second Quarter 2025 with Second Quarter 2024

Comparing Third Quarter 2025 with Third Quarter 2024

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

● an $83 million decrease in oriented strand board sales attributable to a 31 percent decrease in sales realizations, partially offset by a 3 percent increase in sales volumes;

● a $22 million decrease in engineered solid section sales attributable to a 10 percent decrease in sales realizations, as well as a 3 percent decrease in sales volumes;

● a $21 million decrease in complementary building products sales attributable to decreased sales volumes across most products;

● a $12 million decrease in engineered I-joist sales attributable to a 9 percent decrease in sales realizations, as well as a 2 percent decrease in sales volumes and

● a $6 million decrease in medium density fiberboard sales attributable to a 14 percent decrease in sales volumes, partially offset by a 1 percent increase in sales realizations.

These decreases were partially offset by an $82 million increase in structural lumber sales attributable to an 8 percent increase in sales realizations and a 7 percent increase in sales volumes.

● 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.

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 income and Net contribution to earnings

Operating income and net contribution to earnings decreased $150 million – 77 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 (refer to Note 13:

Other Operating Costs (Income), Net ) .

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

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● 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 $38 million decrease in engineered solid section sales attributable to an 8 percent decrease in sales realizations, as well as a 3 percent decrease in sales volumes;

● a $37 million decrease in complementary building products sales attributable to decreased sales volumes across most products;

● a $23 million decrease in engineered I-joist sales attributable to a 7 percent decrease in sales realizations, as well as a 4 percent decrease in sales volumes and

● a $13 million decrease in medium density fiberboard sales attributable to a 16 percent decrease in sales volumes.

These decreases were partially offset by a $145 million increase in structural lumber sales attributable to an 8 percent increase in sales realizations and a 6 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 $65 million – 3 percent – primarily due to increased sales volumes for structural lumber and oriented strand board.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings decreased $172 million – 53 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 (refer to Note 13:

Other Operating Costs (Income), Net ) .

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

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VOLUMES IN MILLIONS (1)

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Structural lumber – board feet

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VOLUMES IN MILLIONS

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Structural lumber – board feet:

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DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Unallocated corporate function and variable compensation expense

Liability classified share-based compensation

Foreign exchange gain (loss)

Foreign exchange gain

Elimination of intersegment profit in inventory and LIFO

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Net charge to earnings

Comparing Second Quarter 2025 with Second Quarter 2024

Net charge to earnings increased $12 million – 19 percent – primarily due to a $10 million increase in the charge for elimination of intersegment profit in inventory and LIFO.

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 $44 million – 34 percent – primarily due to a $22 million increase in the charge for elimination of intersegment profit in inventory and LIFO and a $17 million decrease in interest income and other, primarily attributable to a decrease in cash and cash equivalents.

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:

● $66 million for second quarter 2025 and $132 million year-to-date 2025;

● $67 million for second quarter 2024 and $134 million year-to-date 2024.

Interest expense decreased by $1 million compared to second quarter 2024 and decreased $2 million compared to year-to-date 2024 primarily due to debt retirements and a debt issuance in first quarter 2025 that decreased our weighted average interest rate.

● $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.

Our provision for income taxes was:

● a $12 million expense for second quarter 2025 and $28 million year-to-date 2025;

● a $33 million expense for second quarter 2024 and $53 million year-to-date 2024.

Our provision for income taxes is primarily driven by earnings generated by our TRSs.

Income tax expense decreased by $25 million compared to year-to-date 2024 primarily due to a decrease in our pretax earnings in 2025.

● 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:

2 unchanged sentences

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 June 30, 2025, we had $592 million in cash and cash equivalents and $1.75 billion of availability on our line of credit, which expires in June 2030.

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.

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● $790 million for year-to-date 2024.

Net cash from operations decreased $90 million primarily due to decreased cash inflows from our operations.

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

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● $(381) million for year-to-date 2024.

Net cash from investing activities increased $12 million primarily due to a $48 million decrease in cash paid for acquisitions of timberlands, partially offset by a $30 million increase in cash paid for capital expenditures.

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

1 unchanged sentence

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2025

SEPTEMBER 2024

Wood Products

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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 approximately $400 million, excluding approximately $130 million of investment in our Monticello engineered wood products facility.

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.

3 unchanged sentences

● $(674) million for year-to-date 2024.

Net cash from financing activities increased $153 million primarily due to a $299 million increase in net proceeds from issuance of long-term debt, as well as a $90 million decrease in cash paid for dividends.

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.

2 unchanged sentences

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 June 30, 2025 or December 31, 2024.

We had no outstanding borrowings on our revolving credit facility as of September 30, 2025 or December 31, 2024.

Refer to Note 8:

1 unchanged sentence

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

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.

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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 June 30, 2025, Weyerhaeuser Company was in compliance with its 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.

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

We repurchased 3,888,932 common shares for approximately $100 million (including transaction fees) during second quarter 2025 and 4,733,981 common shares for approximately $125 million (including transaction fees) during year-to-date 2025 under the share repurchase programs.

During second quarter 2024, we repurchased 1,669,145 common shares for approximately $50 million (including transaction fees) and 3,141,514 common shares for approximately $99 million (including transaction fees) during year-to-date 2024 under the share repurchase programs.

There were no unsettled shares as of June 30, 2025 and 12,436 unsettled shares (less than $1 million) as of December 31, 2024.

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:

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DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Adjusted EBITDA by Segment:

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GAAP measures for each.

The table below reconciles Adjusted EBITDA for the quarter ended June 30, 2025:

The table below reconciles Adjusted EBITDA for the quarter ended September 30, 2025:

DOLLAR AMOUNTS IN MILLIONS

Real Estate &

Adjusted EBITDA by Segment:

6 unchanged sentences

Basis of real estate sold

Special items included in operating income (loss) (1)(2)

Adjusted EBITDA

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

(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.

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

DOLLAR AMOUNTS IN MILLIONS

Real Estate &

Adjusted EBITDA by Segment:

8 unchanged sentences

Adjusted EBITDA

(1) Operating income (loss) for Wood Products includes a pretax special item consisting of a $25 million product remediation recovery.

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

(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:

DOLLAR AMOUNTS IN MILLIONS

Real Estate &

Adjusted EBITDA by Segment:

6 unchanged sentences

Basis of real estate sold

Special items included in operating income (loss) (1)(2)

Adjusted EBITDA

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

(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.

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

DOLLAR AMOUNTS IN MILLIONS

9 unchanged sentences

Adjusted EBITDA

(1) Operating income (loss) for Wood Products includes a pretax special item consisting of a $25 million product remediation recovery.

(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.

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.

9 unchanged sentences

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Net cash from operations

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DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Gain on lumber mill sale

Insurance recovery

Product remediation recovery

Restructuring, impairments and other charges

Net earnings before special items

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YEAR-TO-DATE ENDED

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Net earnings per diluted share

Gain on lumber mill sale

Insurance recovery

Product remediation recovery

Restructuring, impairments and other charges

Net earnings per diluted share before special items

9 unchanged sentences

Changes in market rates of interest affect the fair value of our fixed-rate debt.

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

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

DOLLAR AMOUNTS IN MILLIONS

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

(2) As of June 30, 2025, the weighted average interest rate for our variable-rate debt was 6.28 percent, excluding estimated patronage refunds.

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

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.

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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis