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 third quarter 2025: COMMON SHARE REPURCHASES DURING THIRD QUARTER 2025 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 July 1 – July 31 742,844 $ 25.81 742,844 $ 954,405,058 August 1 – August 31 237,270 $ 25.29 237,270 $ 948,405,098 September 1 – September 30 — $ — — $ 948,405,098 Total 980,114 $ 25.69 980,114 During second quarter 2025, we completed the $1 billion purchase authorization under the share repurchase program approved by the board in September 2021 (the 2021 Repurchase Program). On May 8, 2025, we announced the board approved a new share repurchase program (the 2025 Repurchase Program) under which we are authorized to repurchase up to $1 billion of outstanding shares. Concurrently, the board of directors terminated the completed purchase authorization under the 2021 Repurchase Program. During third quarter 2025, we repurchased 980,114 shares for approximately $25 million (including transaction fees) under the 2025 Repurchase Program in open-market transactions. Transaction fees incurred for repurchases are not counted as use of funds authorized for repurchases under the 2025 Repurchase Program. As of September 30, 2025, we had remaining authorization of $948 million for future stock repurchases. I tem 5. OTHER INFORMATION Insider Trading Arrangements During third quarter 2025 , no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the company adopted, modified or terminated a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or a non-Rule 10b5-1 trading arrangement. 33 Item 6. EXHI BITS 10.1 Term Loan Agreement dated as of August 25, 2025 among Weyerhaeuser Company, as Parent, Weyerhaeuser NR Company, a subsidiary of Weyerhaeuser Company, as Borrower, the lenders party thereto, and Truist Bank, as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 28, 2025 – Commission File Number 1-4825) 10.2 Guarantee Agreement dated as of August 25, 2025 between Weyerhaeuser Company, as Guarantor, and Truist Bank, as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on August 28, 2025 – Commission File Number 1-4825) 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. 32 Certification pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350). 101.INS XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, has been formatted in Inline XBRL. 34 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: October 31, 2025 By: /s/ Alex G. Whitney Alex G. Whitney Vice President and Chief Accounting Officer (Principal Accounting Officer and Duly Authorized Officer) 35