What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-01 compared with 2025-10-31 · 154 added, 311 removed, 317 unchanged (59% 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;

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

estimated returns on pension plan assets;

2 unchanged sentences

trade policy;

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 and the occurrence and timing of the closing of an announced timberland divestiture transaction.

our expectations about our future opportunities in emerging carbon credit and carbon capture and storage markets and our assumptions used in valuing incentive compensation and related expense.

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

15 unchanged sentences

● the availability and cost of shipping and transportation;

● economic activity in Asia, especially Japan and China;

● economic activity in Asia, especially Japan, India and China;

● performance of our manufacturing operations, including maintenance and capital requirements;

1 unchanged sentence

● the level of competition from domestic and foreign producers;

● the successful execution of our internal plans and strategic initiatives, including restructuring and cost reduction initiatives;

● the successful execution of our internal plans and strategic initiatives, including restructuring and cost reduction initiatives, as well as our previously announced growth initiatives;

● our ability to hire and retain capable employees;

6 unchanged sentences

● the occurrence of regional or global health epidemics and their potential effects on our business, results of operations, cash flows, financial condition and future prospects;

● energy prices;

● energy and fuel prices;

● transportation and labor availability and costs;

9 unchanged sentences

There is no guarantee that any of the events anticipated by these forward-looking statements will occur, and if any of the events do occur, there is no guarantee what effect they will have on the company's business, results of operations, cash flows, financial condition and future prospects.

Forward-looking statements speak only as of the date they are made, and we undertake no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise.

Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update our forward-looking statements after the date of this report.

RESULTS OF OPERATIONS

7 unchanged sentences

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.

housing and repair and remodel segments, inflation trends, employment growth and interest rates.

The demand for sawlogs within our Timberlands segment is directly affected by domestic production of wood-based building products.

9 unchanged sentences

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.

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.

Our Strategic Land Solutions 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 development of opportunities in our Climate Solutions business.

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-term 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.

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.

Due to the federal government shutdown in February, availability of certain data points is limited to January or February 2026.

All other data points are updated through first quarter 2026.

Housing market conditions have been mixed, with lower home sales but relatively steady building activity.

Elevated mortgage interest rates, reduced affordability and weaker consumer confidence remain key factors influencing housing demand.

While overall housing inventory remains historically low across many markets, inventories of unsold new and existing single-family units have stabilized after increasing through 2025.

On a seasonally adjusted annual basis, as reported by the U.S.

Census Bureau, housing starts as of the end of August 2025 averaged 1.4 million units, a 1.0 percent increase from second quarter 2025.

Single-family starts averaged 924 thousand units as of the end of August 2025, a 1.8 percent decrease from second quarter 2025.

Multi-family starts averaged 445 thousand units as of the end of August 2025, a 7.5 percent increase from second quarter 2025.

Single-family construction is the primary driver for our business as compared to multi-family due to the amount of wood products used.

Sales of newly built single-family homes averaged a seasonally adjusted annual rate of 732 thousand units through August 2025, a 9.3 percent increase from second quarter 2025, driven by builder incentives and moderate relief in mortgage rates.

Census Bureau, housing starts for first quarter 2026 averaged 1.4 million units, a 7.2 percent increase from fourth quarter 2025.

Single-family starts averaged 957 thousand units in first quarter 2026, a 3.5 percent increase from fourth quarter 2025.

Multi-family starts averaged 462 thousand units in first quarter 2026, a 16.0 percent increase from fourth quarter 2025.

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 587 thousand units for January 2026, a 17.2 percent decrease from fourth quarter 2025, as affordability constraints and elevated financing costs continued to weigh on buyer demand despite ongoing builder incentives.

Notwithstanding current macroeconomic uncertainty and potential impacts to housing demand, we expect a favorable U.S.

housing construction market over the medium to long-term, supported by strong demographics in the key home buying age cohorts and a decade of under building.

Repair and remodeling expenditures decreased 0.9 percent from second quarter 2025 to the end of August 2025, according to the Census Bureau Advance Retail Spending report.

Repair and remodeling expenditures increased 2.62 percent from fourth quarter 2025 to first quarter 2026, according to the Census Bureau Advance Retail Spending report.

While there continues to be steady demand due to growing home equity and the lock-in effect of lower mortgage rates compared to current rates, many homeowners have been more cautious in discretionary spending on large projects.

Recent softness has been reflected in both the do-it-yourself (DIY) and professionally built segments, largely driven by lower consumer confidence, higher interest rates and general uncertainty around the trajectory of the economy.

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

Professionally built segments were firmer than do-it-yourself (DIY) activity, though both continue to be restrained due to 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 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.

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.

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/MBF and the OSB Composite averaged $261/MSF.

Over the course of first quarter 2026, composite prices for lumber increased from $385/MBF to $470/MBF and composite prices for OSB increased from $230/MSF to $265/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 the fourth quarter of 2025, combined with leaner dealer inventories at the beginning of the quarter, contributed to the price increases.

What had been a large divergence in lumber prices across regions and species narrowed in first quarter 2026, with Southern Yellow Pine showing particularly strong gains relative to other species.

For OSB, product pricing showed modest improvement from the fourth quarter, as supply adjustments were not as pronounced as in lumber, reflecting relatively higher levels of OSB operating capacity across the U.S.

In Western log markets, Douglas-fir sawlog prices increased 5.4 percent in first quarter 2026 compared with fourth quarter 2025, as reported by Fastmarkets RISI Log Lines based on Weyerhaeuser’s sales mix.

Log prices in the domestic market rose as several mills returned to normal operations after year-end.

In the South, delivered sawlog prices decreased 1.3 percent in first quarter 2026 compared to fourth quarter 2025 and declined 3.5 percent from first quarter 2025, as reported by TimberMart-South.

Delivered pine pulpwood prices decreased 1.3 percent in first quarter 2026 compared to fourth quarter 2025 and declined 5.7 percent from first 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 recent mill closures.

Pulpwood prices have been more challenged in several localized regions following mill closures in 2025 and slower end-use market demand.

Currency exchange rates, available supply from other countries and trade policy affect our export businesses.

In Japan, total housing starts decreased 8.2 percent year-to-date through August compared to the same period in 2024, while the key Post and Beam segment saw a 5.0 percent decrease, in part due to more stringent building permit requirements which went into effect on April 1, 2025.

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

In March 2025, Chinese regulators announced a suspension of log imports from the U.S, which continued through the third quarter.

In Japan, total housing starts decreased 2.7 percent year-to-date through February compared to the same period in 2025, while the key Post and Beam segment saw a 7.3 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 is in the 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.

1 unchanged sentence

Federal Reserve, the overall condition of the economy and fluctuations in financial markets are all factors that influence long-term interest rates.

30-year mortgage rates, which are generally correlated with long-term interest rates, decreased from 6.8 percent in second quarter 2025 to 6.3 percent in third quarter 2025, according to economic data from Freddie Mac.

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, 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.

1 unchanged sentence

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

The Consumer Price Index increased at an annual rate of 3.0 percent as of September 2025 compared to 2.7 percent in June 2025.

This rate is markedly down from prior periods of elevated inflation.

The Consumer Price Index increased at an annual rate of 3.3 percent as of March 2026 compared to 2.7 percent as of December 2025.

This rate is markedly down from prior periods of elevated inflation, although the Iran conflict has led 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 increased slightly from 4.1 percent in second quarter 2025 to 4.3 percent as of the end of August 2025.

The unemployment rate decreased from 4.4 percent in fourth quarter 2025 to 4.3 percent in first quarter 2026.

Weyerhaeuser is currently in active negotiations 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 employees covered by the current CBA, which will expire on May 31, 2026, last commenced 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.

Governments and businesses across the globe have publicly expressed that climate change is a compelling issue requiring considerable responsive action;

2 unchanged sentences

Although political and broader sentiment for climate change mitigation activities and related investments can fluctuate, we expect that over the long-term, climate change will continue to be a significant social concern and priority.

With that in mind, we believe we are uniquely positioned to help others achieve climate change mitigation goals through natural climate solutions, including forest carbon, renewable energy and carbon capture and storage activities.

With that in mind, we believe we are uniquely positioned to help others achieve climate change mitigation goals through our Climate Solutions business.

CONSOLIDATED RESULTS

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

How We Did First Quarter 2026

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Costs of sales

1 unchanged sentence

Earnings per share, basic and diluted

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.

Comparing First Quarter 2026 with First Quarter 2025

Net sales decreased $36 million – 2 percent – primarily due to a $123 million decrease in Wood Products net sales attributable to decreased sales realizations across most product lines, as well as a $26 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased log sales realizations and volumes in the Western region.

These decreases were partially offset by a $113 million increase in Strategic Land Solutions net sales primarily due to a $94 million conservation easement sale in our Climate Solutions business.

Costs of sales

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

Costs of sales decreased $19 million – 1 percent – primarily due to decreased sales volumes for most products in our Wood Products segment.

Operating income

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

● a $33 million increase in insurance recoveries;

● a $29 million gain related to the sale of our Princeton lumber mill recorded in third quarter 2025;

● a $15 million decrease in general and administrative expenses and

● a $10 million impairment charge related to the indefinite curtailment of our New Bern lumber mill recorded in third quarter 2024.

Operating income increased $68 million – 38 percent – primarily due to a $58 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 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 $52 million – 1 percent – primarily due to an $86 million decrease in Wood Products net sales attributable to decreased sales realizations across most product lines, as well as a $12 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased Western log sales.

These decreases were partially offset by a $46 million increase in Real Estate & ENR net sales attributable to an increase in average price per acre sold and an increase in right of way easements and royalty income.

Costs of sales

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

Operating income

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

These changes were partially offset by:

● a $35 million increase in insurance recoveries;

● a $29 million gain related to the sale of our Princeton lumber mill recorded in third quarter 2025;

● an $18 million decrease in general and administrative expenses and

● a $10 million impairment charge related to the indefinite curtailment of our New Bern lumber mill recorded in third quarter 2024.

Net earnings 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

Net earnings increased $73 million – 88 percent – primarily due to the $68 million increase in operating income discussed above, as well as a $5 million decrease in non-operating pension and other post-employment benefit costs.

How We Did First Quarter 2026

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Net sales to unaffiliated customers:

6 unchanged sentences

Costs of sales

Operating income

Interest income and other

Net contribution to earnings

Operating income and Net contribution to earnings

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

Comparing Third Quarter 2025 with Third Quarter 2024

Net sales to unaffiliated customers

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

Intersegment sales

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

Costs of sales

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

Net contribution to earnings

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

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

Comparing First Quarter 2026 with First Quarter 2025

Net sales to unaffiliated customers

Net sales to unaffiliated customers decreased $12 million – 1 percent – primarily due to a $32 million decrease in Western log sales attributable to a 3 percent decrease in sales realizations and a 2 percent decrease in sales volumes, partially due to a lower mix of export sales.

This decrease was partially offset by a $7 million increase in Southern log sales attributable to increased sales volumes, as well as a $7 million increase in stumpage and pay-as-cut timber sales attributable to increased sales realizations and sales volumes.

Net sales to unaffiliated customers decreased $26 million – 7 percent – primarily due to a $25 million decrease in Western log sales attributable to a 10 percent decrease in sales realizations, as well as a 6 percent decrease in sales volumes.

Intersegment sales

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

Intersegment sales decreased $16 million – 11 percent – primarily due to a 9 percent decrease in sales realizations, as well as a 2 percent decrease in sales volumes.

Costs of sales

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

Net contribution to earnings

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

Costs of sales remained consistent primarily due to an increase in Western and Southern freight costs, offset by decreased sales volumes.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings increased $13 million – 13 percent – primarily due to a $58 million increase in gain on sale of timberlands, partially offset by the change in the components of gross margin, as discussed above.

Third-Party Log Sales Volumes and Fee Harvest Volumes

QUARTER ENDED

YEAR-TO-DATE ENDED

VOLUMES IN THOUSANDS

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Third-party log sales – tons:

1 unchanged sentence

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

REAL ESTATE, ENERGY A ND NATURAL RESOURCES

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

S TRATEGIC LAND SOLUTIONS

How We Did First Quarter 2026

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Energy and natural resources

Natural resources

Climate solutions

Costs of sales

2 unchanged sentences

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

Comparing Third Quarter 2025 with Third Quarter 2024

Net sales increased $14 million – 16 percent – primarily due to an increase in average price per acre sold and an increase in right of way easements and royalty income from our Energy and Natural Resources business, partially offset by a decrease in acres sold.

Costs of sales

Costs of sales decreased $3 million – 10 percent – primarily due to a decrease in acres sold.

Operating income and Net contribution to earnings

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

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

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.

Comparing First Quarter 2026 with First Quarter 2025

Net sales increased $113 million – 120 percent – primarily due to a $94 million conservation easement sale in our Climate Solutions business, as well as increases in acres sold and average price per acre sold for our Real Estate business and an increase in royalty income from our Natural Resources business.

Costs of sales

Costs of sales decreased $14 million – 12 percent – primarily due to a decrease in acres sold.

Costs of sales remained consistent primarily due to an increase in commission costs for our Climate Solutions business, offset by a decrease in basis per acre sold for our Real Estate and Climate Solutions businesses.

Operating income and Net contribution to earnings

2 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Average price per acre

(1) 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.

WOOD PRODUCTS

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

How We Did First Quarter 2026

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Structural lumber

7 unchanged sentences

Costs of sales

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

Operating income and Net 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 Third Quarter 2025 with Third Quarter 2024

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

● a $39 million decrease in oriented strand board sales attributable to a 24 percent decrease in sales realizations, partially offset by an 8 percent increase in sales volumes;

● a $13 million decrease in engineered solid section sales attributable to a 10 percent decrease in sales realizations, partially offset by a 2 percent increase in sales volumes;

● a $10 million decrease in engineered I-joist sales attributable to an 8 percent decrease in sales realizations and a 3 percent decrease in sales volumes;

● a $9 million decrease in complementary building products sales attributable to a decrease in sales volumes across all products and

● a $3 million decrease in medium density fiberboard sales attributable to a 6 percent decrease in sales volumes and a 1 percent decrease in sales realizations.

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

Costs of sales

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

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

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

Other Operating (Income) Costs, Net ).

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

Comparing First Quarter 2026 with First Quarter 2025

Net sales decreased $123 million – 10 percent – primarily due to:

● a $149 million decrease in oriented strand board sales attributable to a 23 percent decrease in sales realizations, partially offset by a 4 percent increase in sales volumes;

● a $51 million decrease in engineered solid section sales attributable to a 9 percent decrease in sales realizations and a 1 percent decrease in sales volumes;

● a $46 million decrease in complementary building products sales attributable to a decrease in sales realizations and sales volumes across most products;

● a $33 million decrease in engineered I-joist sales attributable to an 8 percent decrease in sales realizations and a 4 percent decrease in sales volumes;

● a $16 million decrease in medium density fiberboard sales attributable to a 13 percent decrease in sales volumes and a 1 percent decrease in sales realizations and

● a $2 million decrease in softwood plywood sales attributable to a 6 percent decrease in sales realizations, partially offset by a 5 percent increase in sales volumes.

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

● a $61 million decrease in oriented strand board sales attributable to a 26 percent decrease in sales realizations and a 2 percent decrease in sales volumes;

● a $49 million decrease in structural lumber sales attributable to a 5 percent decrease in sales volumes and a 4 percent decrease in sales realizations;

● a $16 million decrease in engineered I-joist sales attributable to an 11 percent decrease in sales volumes and an 8 percent decrease in sales realizations;

● a $6 million decrease in other products produced sales attributable to a decrease in residual log sales volumes and a decrease in chip sales realizations;

● a $6 million decrease in engineered solid section sales attributable to an 8 percent decrease in sales realizations, partially offset by a 6 percent increase in sales volumes and

● a $2 million decrease in softwood plywood sales attributable to a 4 percent decrease in sales realizations and a 2 percent decrease in sales volumes.

These decreases were partially offset by an $18 million increase in complementary building products sales attributable to an increase in sales volumes and realizations across most products.

Costs of sales

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

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

Operating (loss) income and net (charge) contribution to earnings decreased $218 million – 62 percent – primarily due to the change in the components of gross margin, as discussed above, as well as a $25 million product remediation recovery recorded in second quarter 2024.

These changes were partially offset by a $10 million noncash impairment charge related to the indefinite curtailment of our New Bern lumber mill recorded in third quarter 2024 and a $29 million gain related to the sale of our Princeton lumber mill recorded in third quarter 2025 (refer to the breakout of these items in Note 13:

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

Operating income and Net contribution to earnings

Operating income and net contribution to earnings decreased $64 million – 60 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 ).

1 unchanged sentence

QUARTER ENDED

YEAR-TO-DATE ENDED

VOLUMES IN MILLIONS (1)

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Structural lumber – board feet

10 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

VOLUMES IN MILLIONS

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Structural lumber – board feet:

14 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

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

Foreign exchange loss

Elimination of intersegment profit in inventory and LIFO

3 unchanged sentences

Net charge to earnings

Comparing Third Quarter 2025 with Third Quarter 2024

Net charge to earnings decreased $33 million – 62 percent – primarily due to a $43 million decrease in other, net, primarily attributable to a $26 million increase in insurance recoveries, as well as a $10 million increase in the benefit from elimination of intersegment profit in inventory and LIFO.

These changes were partially offset by a $9 million increase in non-operating pension and other post-employment benefit costs and an $8 million decrease in interest income and other, primarily attributable to a decrease in cash and cash equivalents.

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

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

● a $26 million increase in non-operating pension and other post-employment benefit costs;

● a $25 million decrease in interest income and other, primarily attributable to a decrease in cash and cash equivalents;

● a $13 million increase in unallocated corporate function and variable compensation expense and

● a $12 million increase in the charge for elimination of intersegment profit in inventory and LIFO.

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

Comparing First Quarter 2026 with First Quarter 2025

Net charge to earnings decreased $10 million – 10 percent – primarily due to a $7 million decrease in the charge for elimination of intersegment profit in inventory and LIFO and a $5 million decrease in non-operating pension and other post-employment benefit costs.

INTEREST EXPENSE

Our interest expense, net of capitalized interest, was:

● $71 million for third quarter 2025 and $203 million year-to-date 2025;

● $69 million for third quarter 2024 and $203 million year-to-date 2024.

Interest expense increased $2 million compared to third quarter 2024 primarily due to $3 million of debt extinguishment costs incurred in conjunction with the partial redemption of our $750 million 4.75 percent senior unsecured notes due in May 2026.

There was no similar activity in third quarter 2024.

Year-to-date 2025 interest expense was comparable to year-to-date 2024, primarily due to the third quarter 2025 debt extinguishment costs and a series of debt issuances and retirements in 2025 that increased our outstanding debt, offset by a decrease in our weighted average interest rate.

● $66 million for first quarter 2026 and

● $66 million for first quarter 2025.

Interest expense remained consistent compared to first quarter 2025 primarily due to a series of debt issuances and retirements throughout 2025 and 2026 that increased our outstanding debt, offset by a decrease in our weighted average interest rate.

Our provision for income taxes was:

● a $41 million benefit for third quarter 2025 and $13 million benefit year-to-date 2025;

● a $15 million benefit for third quarter 2024 and $38 million expense year-to-date 2024.

● a $15 million expense for first quarter 2026 and

● a $16 million expense for first quarter 2025.

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.

Income tax expense decreased $1 million compared to first quarter 2025 primarily due to a decrease in our estimated effective tax rate based on the forecasted mix of earnings between our REIT and TRSs.

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 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.

As of March 31, 2026, we had $299 million in cash and cash equivalents, $1.75 billion of availability on our line of credit, which expires in June 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.

1 unchanged sentence

Consolidated net cash from operations was:

● $676 million for year-to-date 2025 and

● $790 million for year-to-date 2024.

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

● $52 million for first quarter 2026 and

● $70 million for first quarter 2025.

Net cash from operations decreased $18 million primarily due to unfavorable changes in working capital, partially offset by a $21 million decrease in cash paid for taxes.

CASH FROM INVESTING ACTIVITIES

Consolidated net cash from investing activities was:

● $(729) million for year-to-date 2025 and

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

Net cash from investing activities decreased $348 million primarily due to a $331 million increase in cash paid for acquisitions of timberlands, as well as a $58 million increase in cash paid for capital expenditures.

These changes were partially offset by a $61 million increase in proceeds from the sale of our Princeton lumber mill.

● $81 million for first quarter 2026 and

● $(97) million for first quarter 2025.

Net cash from investing activities increased $178 million primarily due to a $192 million increase in proceeds from the sale of timberlands, partially offset by a $19 million increase in cash paid for capital expenditures.

Summary of Capital Spending by Business Segment

YEAR-TO-DATE ENDED

QUARTER ENDED

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2025

SEPTEMBER 2024

Wood Products

Unallocated Items

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.

During fourth quarter 2024, we announced our plan to build a new TimberStrand ® facility in Monticello, Arkansas.

Construction began in 2025, with the goal of starting operations in 2027.

4 unchanged sentences

Consolidated net cash from financing activities was:

● $(230) million for year-to-date 2025 and

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

Net cash from financing activities increased $444 million primarily due to a $1,098 million increase in net proceeds from issuance of long-term debt, as well as an $85 million decrease in cash paid for dividends.

These changes were partially offset by a $712 million increase in payments on long-term debt and a $24 million increase in cash used for repurchases of common stock.

● $(315) million for first quarter 2026 and

● $(97) million for first quarter 2025.

Net cash from financing activities decreased $218 million primarily due to a $299 million decrease in net proceeds from issuance of long-term debt, partially offset by a $60 million decrease in payments on long-term debt and a $15 million decrease in cash used for repurchases of common stock.

Line of Credit

In June 2025, we amended and restated our senior unsecured revolving credit facility to extend the expiration date to June 2030, while increasing borrowing capacity from $1.5 billion to $1.75 billion.

During second quarter 2025, we amended and restated our senior unsecured revolving credit facility to extend the expiration date to June 2030, while increasing borrowing capacity from $1.5 billion to $1.75 billion.

Borrowings will bear interest at a floating rate based on either the adjusted term SOFR plus a spread or a mutually agreed-upon base rate plus a spread.

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

We had no outstanding borrowings on our revolving credit facility as of March 31, 2026 or December 31, 2025.

Refer to Note 8:

Long-Term Debt and Line of Credit for further information.

Long-Term Debt, Line of Credit and Commercial Paper Program for further information.

Long-Term Debt

During third quarter 2025, we entered into an $800 million senior unsecured term loan agreement that will mature in August 2028.

Net proceeds after fees were $799 million.

Borrowings will bear interest at a floating rate based on either the adjusted term SOFR plus a spread or a mutually agreed-upon

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 2026, we repaid our $150 million 7.70 percent debentures at maturity.

During first quarter 2025, we repaid our $139 million 8.50 percent debentures and our $71 million 7.95 percent debentures at maturity.

3 unchanged sentences

Refer to Note 8:

Long-Term Debt and Line of Credit for further information.

Long-Term Debt, Line of Credit and Commercial Paper Program for further information.

Commercial Paper Program

During fourth quarter 2025, we established a commercial paper program under which we may issue short-term, unsecured commercial paper notes pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Under this program, we may issue notes from time to time in an aggregate amount not to exceed $1.75 billion outstanding at any time.

The notes will have maturities of up to 397 days from the date of issue and will not be subject to voluntary prepayment or redemption prior to maturity.

We use our revolving credit facility as a liquidity backstop for the repayment of short-term unsecured notes issued under the commercial paper program.

There were no notes outstanding under this program as of March 31, 2026 or December 31, 2025.

Refer to Note 8:

Long-Term Debt, Line of Credit and Commercial Paper Program 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.

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 $800 million term loan due in 2028 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.

As of March 31, 2026, 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.

Refer to Note 9:

1 unchanged sentence

Debt Covenants

As of September 30, 2025, Weyerhaeuser Company was in compliance with its debt covenants.

As of March 31, 2026, Weyerhaeuser Company was in compliance with its debt covenants.

There have been no significant changes to the debt covenants presented in our 2025 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.

1 unchanged sentence

We paid cash dividends on common shares of:

● $454 million for year-to-date 2025 and

● $539 million for year-to-date 2024.

The decrease in dividends paid is primarily due to a supplemental dividend of $0.14 per share based on 2023 financial results for a total of $102 million paid in first quarter 2024.

Under our cash return framework, we plan to supplement our base dividend with an additional return of variable cash, as appropriate, in the form of a supplemental cash dividend and/or share repurchase to achieve a targeted total return to shareholders of 75 to 80 percent of annual Adjusted Funds Available for Distribution (Adjusted FAD).

● $151 million for first quarter 2026 and

● $152 million for first quarter 2025.

The decrease in dividends paid is due to a decrease in shares outstanding.

Under our cash return framework, we plan to supplement our base dividend with an additional return of variable cash, as appropriate, in the form of share repurchase and/or a supplemental cash dividend to achieve a targeted total return to shareholders of 75 to 80 percent of annual Adjusted Funds Available for Distribution (Adjusted FAD).

For further information on Adjusted FAD see Performance and Liquidity Measures .

3 unchanged sentences

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

We repurchased 980,114 common shares for approximately $25 million (including transaction fees) under the 2025 Repurchase Program during third quarter 2025 and 5,714,095 common shares for approximately $150 million (including transaction fees) under the share repurchase programs during year-to-date 2025.

During third quarter 2024, we repurchased 820,706 common shares for approximately $26 million (including transaction fees) and 3,962,220 common shares for approximately $125 million (including transaction fees) during year-to-date 2024 under the 2021 Repurchase Program.

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

We repurchased 409,043 common shares for approximately $10 million (including transaction fees) during first quarter 2026 under the 2025 Repurchase Program.

During first quarter 2025, we repurchased 845,049 common shares for approximately $25 million (including transaction fees) under the 2021 Repurchase Program.

There were no unsettled shares as of March 31, 2026 and December 31, 2025.

Refer to Note 4:

7 unchanged sentences

Our definition of Adjusted EBITDA may be different from similarly titled measures reported by other companies, including those in our industry.

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

Adjusted EBITDA, as we define it, is operating income adjusted for depreciation, depletion, amortization, basis of Strategic Land Solutions acres sold and special items.

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Adjusted EBITDA by Segment:

Real Estate & ENR

Strategic Land Solutions

Wood Products

3 unchanged sentences

GAAP measures for each.

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

DOLLAR AMOUNTS IN MILLIONS

Adjusted EBITDA by Segment:

Interest expense, net of capitalized interest

Net contribution (charge) to earnings

Non-operating pension and other post-employment benefit costs

Interest income and other

Operating income (loss)

Depreciation, depletion and amortization

Basis of real estate sold

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

Adjusted EBITDA

(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

Adjusted EBITDA by Segment:

Interest expense, net of capitalized interest

Net contribution (charge) to earnings

Non-operating pension and other post-employment benefit costs

Interest income and other

Operating income (loss)

Depreciation, depletion and amortization

Basis of real estate sold

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

Adjusted EBITDA

(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:

The table below reconciles Adjusted EBITDA for the quarter ended March 31, 2026:

DOLLAR AMOUNTS IN MILLIONS

Strategic Land Solutions

Adjusted EBITDA by Segment:

5 unchanged sentences

Depreciation, depletion and amortization

Basis of real estate sold

Basis of acres sold

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

Adjusted EBITDA

(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:

(1) Operating income (loss) for Timberlands includes a pretax special item consisting of a $58 million gain on the sale of Virginia timberlands.

(2) Operating income (loss) for Wood Products includes a pretax special item consisting of a $28 million product remediation insurance recovery.

The table below reconciles Adjusted EBITDA for the quarter ended March 31, 2025:

DOLLAR AMOUNTS IN MILLIONS

Strategic Land Solutions

Adjusted EBITDA by Segment:

5 unchanged sentences

Depreciation, depletion and amortization

Basis of real estate sold

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

Basis of acres sold

Adjusted EBITDA

(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.

7 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Net cash from operations

Capital expenditures

Cash from product remediation recovery

Cash from product remediation insurance recovery

Monticello engineered wood products facility capital expenditures

7 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

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

Gain on sale of timberlands

Product remediation insurance recovery

Net earnings before special items

1 unchanged sentence

QUARTER ENDED

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

Gain on sale of timberlands

Product remediation insurance recovery

Net earnings per diluted share before special items

CRITICAL ACCOUNTING E STIMATES

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

There have been no material changes during first quarter 2026 to the critical accounting estimates presented in our 2025 Annual Report on Form 10-K.

QUANTIT ATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

6 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 September 30, 2025

Summary of Long-Term Debt Obligations as of March 31, 2026

DOLLAR AMOUNTS IN MILLIONS

3 unchanged sentences

(1) Excludes $33 million of unamortized discounts and capitalized debt expense.

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

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.

(2) As of March 31, 2026, the weighted average interest rate for our variable-rate debt was 5.00 percent, excluding estimated patronage refunds and the impact of interest rate swaps.

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 $800 million term loan due in 2028 into fixed rate payments.

The interest rate swaps provide the right to make fixed rate payments at the rate of 3.414 percent 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