What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-07-31 compared with 2026-05-01 · 196 added, 105 removed, 366 unchanged (45% of the section changed)

85 unchanged sentences

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.

The conflict in the Middle East has had a continued 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 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.

Housing market conditions have remained mixed, with lower home sales and 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.

Existing home inventory remains constrained in many markets due to the continued lock-in effect among homeowners with below-market mortgage rates.

Inventories of unsold new homes have declined after reaching a cyclical peak in 2025.

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

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 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.

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.

Census Bureau, housing starts for second quarter 2026 averaged 1.3 million units, a 5.0 percent decrease from first quarter 2026.

Single-family starts averaged 902 thousand units in second quarter 2026, a 4.5 percent decrease from first quarter 2026.

Multi-family starts averaged 445 thousand units in second quarter 2026, a 6.0 percent decrease from first quarter 2026.

Single-family construction is a primary driver of our business 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 631 thousand units for second quarter 2026, a 1.4 percent increase from first quarter 2026, as builders continue to provide incentives to help offset affordability constraints and elevated buyer financing costs.

Notwithstanding current macroeconomic uncertainty and potential impacts on housing demand, we continue to expect favorable long-term fundamentals for the U.S.

housing construction market, supported by strong demographic trends, a prolonged period of underbuilding, and the need for additional housing supply.

Repair and remodeling expenditures increased 1.1 percent from first quarter 2026 to second quarter 2026, according to the Census Bureau Advance Retail Spending report.

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

Professionally built segments have continued to outpace do-it-yourself (DIY) activity, though both remain restrained due to subdued consumer confidence and elevated interest rates.

Slower sales of existing homes have also contributed to muted activity as there is often an increase in upgrades and repairs before and after the sale of a home.

1 unchanged sentence

housing stock, with a median age of 46 years.

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.

wood product markets, the Random Lengths Framing Lumber Composite price averaged $490/MBF and the OSB Composite averaged $250/MSF during second quarter 2026, while composite prices for lumber increased from $470/MBF to $513/MBF and composite prices for OSB decreased from $265/MSF to $243/MSF.

The Framing Lumber Composite continued on an upward trajectory across most regions and species.

Curtailments during the holiday season and some permanent closures in 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.

Curtailments and some permanent closures in late 2025 and into 2026, fewer European lumber imports, leaner dealer inventories and tighter freight markets contributed to the price increases.

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

For OSB, product pricing has remained low as there have been fewer supply adjustments across the U.S.

and Canada than the lumber sector.

In Western log markets, Douglas-fir sawlog prices increased 4.4 percent in second quarter 2026 compared with first quarter 2026, as reported by Fastmarkets RISI Log Lines based on Weyerhaeuser’s sales mix.

Log prices in the domestic market rose as lumber prices strengthened and mills increased inventories ahead of fire season.

In the South, delivered sawlog prices increased 2.9 percent in second quarter 2026 compared to first quarter 2026 and declined 0.3 percent from second quarter 2025, as reported by TimberMart-South.

Delivered pine pulpwood prices increased 0.3 percent in

second quarter 2026 compared to first quarter 2026 and declined 3.5 percent from second quarter 2025 as reported by TimberMart-South.

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

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

However, log demand is improving slightly as sawmills respond to stronger lumber prices and fiber mills come out of spring maintenance outages.

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

In Japan, total housing starts decreased 2.7 percent year-to-date through 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.

In Japan, total housing starts decreased 2.7 percent year-to-date through May compared to the same period in 2025, while the key Post and Beam segment saw a 4.4 percent increase, partly reflecting a backlog of permit applications following more stringent building requirements that took effect April 1, 2025.

Slowing demand has been partially offset by reduced lumber imports from Europe and lower inventories of European lumber in the Japanese market, while higher energy costs have had some negative impact on Japanese producers.

In China, during fourth quarter 2025 regulators lifted the March 4, 2025 suspension of log imports from the U.S.

As a result, Weyerhaeuser is in the early stages of re-establishing its log export program to strategic customers in China.

As a result, Weyerhaeuser continues to re-establish its log export program to strategic customers in China.

Interest rates affect our business primarily through their impact on mortgage rates and housing affordability, their general impact on the economy and their influence on our capital management activities.

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, increased from 6.2 percent in fourth quarter 2025 to 6.4 percent in first quarter 2026, according to economic data from Freddie Mac.

30-year mortgage rates, which are generally correlated with long-term interest rates, increased from 6.4 percent in first quarter 2026 to 6.5 percent in second quarter 2026, according to economic data from Freddie Mac.

Many builders have been able to offset higher mortgage rates through discounts, mortgage rate buydowns and modifying product offerings such as home sizes and finishes.

Higher rates have also locked in many existing homeowners from selling, thereby reducing inventories of existing homes for sale which has led to incremental demand for available new homes.

Higher rates have also discouraged many existing homeowners from selling, reducing inventories of existing homes for sale and supporting demand for available new homes.

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

The Consumer Price Index increased at an annual rate of 3.3 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.

The Consumer Price Index increased at an annual rate of 3.5 percent as of June 2026 compared to 3.3 percent as of March 2026.

This rate is markedly down from prior periods of elevated inflation, although conflict in the Middle East has contributed to higher energy and fuel prices.

While we can offset some of our costs that are affected by inflation through our sales activities, operational excellence initiatives and procurement practices, not all costs associated with inflation can be fully mitigated or passed on to the customer.

The condition of the labor market affects all of our businesses as it relates to our ability to attract and retain employees and contractors.

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

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.

The unemployment rate decreased from 4.3 percent in first quarter 2026 to 4.2 percent in second quarter 2026.

In May 2026, Weyerhaeuser finalized a new collective bargaining agreement (CBA) with members of the International Association of Machinists and Aerospace Workers union 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 new agreement was finalized prior to the expiration date of the prior CBA, thus avoiding a work stoppage.

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

4 unchanged sentences

CONSOLIDATED RESULTS

How We Did First Quarter 2026

How We Did Second Quarter 2026 and Year-to-Date 2026

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES

2 unchanged sentences

Earnings per share, basic and diluted

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.

Comparing Second Quarter 2026 with Second Quarter 2025

Net sales decreased $17 million – 1 percent – primarily due to a $14 million decrease in Strategic Land Solutions net sales attributable to decreases in acres sold and average price per acre sold for our Climate Solutions business, as well as a $6 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased Southern log sales volumes.

These changes were partially offset by a $3 million increase in Wood Products net sales.

Costs of sales

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

Costs of sales decreased $3 million – less than 1 percent – primarily due to decreased sales volumes for structural lumber in our Wood Products segment, as well as a decrease in acres sold for our Climate Solutions business in our Strategic Land Solutions segment, partially offset by increased Western and Southern freight costs and Western log sales volumes in our Timberlands segment.

Operating income

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 $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

Operating income increased $45 million – 25 percent – primarily due to a $71 million increase in gain on sale of timberlands, partially offset by a $14 million decrease in consolidated gross margin (see discussion of components above).

Net earnings increased $75 million – 86 percent – primarily due to the $45 million increase in operating income discussed above and a $27 million increase in income tax benefit.

Comparing Year-to-Date 2026 with Year-to-Date 2025

Net sales decreased $53 million – 1 percent – primarily due to a $120 million decrease in Wood Products net sales attributable to decreased sales realizations for oriented strand board and lower sales volumes for structural lumber, as well as a $32 million decrease in Timberlands net sales to unaffiliated customers attributable to lower Western and Southern log sales.

These decreases were partially offset by a $99 million increase in Strategic Land Solutions net sales attributable to a $94 million conservation easement sale in our Climate Solutions business.

Costs of sales

Costs of sales decreased $22 million – 1 percent – primarily due to decreased sales volumes for structural lumber and engineered I-joists in our Wood Products segment, partially offset by an increase in Western and Southern freight costs in our Timberlands segment.

Operating income

Operating income increased $113 million – 32 percent – primarily due to a $129 million increase in gain on sale of timberlands, as well as a $28 million product remediation recovery recorded in first quarter 2026, partially offset by a $31 million decrease in consolidated gross margin (see discussion of components above).

Net earnings increased $148 million – 87 percent – primarily due to the $113 million increase in operating income discussed above and a $28 million increase in income tax benefit.

How We Did Second Quarter 2026 and Year-to-Date 2026

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

9 unchanged sentences

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

Comparing First Quarter 2026 with First Quarter 2025

Comparing Second Quarter 2026 with Second Quarter 2025

Net sales to unaffiliated customers

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.

Net sales to unaffiliated customers decreased $6 million – 2 percent – primarily due to a $9 million decrease in Southern log sales attributable to a 6 percent decrease in sales volumes, partially offset by a 1 percent increase in sales realizations.

Intersegment sales

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.

Intersegment sales decreased $5 million – 3 percent – primarily due to a 10 percent decrease in sales realizations, partially offset by a 7 percent increase in sales volumes.

Costs of sales

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

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

Operating income and Net contribution to earnings

Operating income and net contribution to earnings increased $42 million – 48 percent – primarily due to a $71 million increase in gain on sale of timberlands, partially offset by the change in the components of gross margin, as discussed above.

Comparing Year-to-Date 2026 with Year-to-Date 2025

Net sales to unaffiliated customers

Net sales to unaffiliated customers decreased $32 million – 4 percent – primarily due to a $23 million decrease in Western log sales attributable to a 6 percent decrease in sales realizations and a 1 percent decrease in sales volumes, as well as a $13 million decrease in Southern log sales attributable to a 5 percent decrease in sales volumes, partially offset by a 1 percent increase in sales realizations.

Intersegment sales

Intersegment sales decreased $21 million – 7 percent – primarily due to a 9 percent decrease in sales realizations, partially offset by a 3 percent increase in sales volumes.

Costs of sales

Costs of sales increased $18 million – 2 percent – primarily due to an increase in Western and Southern freight costs, partially offset by decreased sales volumes.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings increased $55 million – 29 percent – primarily due to a $129 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

3 unchanged sentences

S TRATEGIC LAND SOLUTIONS

How We Did First Quarter 2026

How We Did Second Quarter 2026 and Year-to-Date 2026

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

5 unchanged sentences

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

Comparing Second Quarter 2026 with Second Quarter 2025

Net sales decreased $14 million – 9 percent – primarily due to decreases in acres sold and average price per acre sold for our Climate Solutions business, largely driven by a reduction in Conservation sales.

These decreases were partially offset by increases in acres sold and average price per acre sold for our Real Estate business, as well as increases in right-of-way easements and royalty income for our Natural Resources business.

Costs of sales

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.

Costs of sales decreased $6 million – 14 percent – primarily due to a decrease in acres sold for our Climate Solutions business, partially offset by an increase in acres sold for our Real Estate business.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings decreased $12 million – 11 percent – primarily due to the change in the components of gross margin, as discussed above.

Comparing Year-to-Date 2026 with Year-to-Date 2025

Net sales increased $99 million – 40 percent – primarily due to a $94 million conservation easement sale in our Climate Solutions business, increases in acres sold and average price per acre sold for our Real Estate business, as well as increases in right-of-way easements, royalty income, and mineral asset sales for our Natural Resources business.

Costs of sales

Costs of sales decreased $6 million – 8 percent – primarily due to a decrease in acres sold for our Climate Solutions business, partially offset by an increase in acres sold for our Real Estate business.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings increased $101 million – 62 percent – primarily due to the change in the components of gross margin, as discussed above.

1 unchanged sentence

QUARTER ENDED

YEAR-TO-DATE ENDED

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.

Real Estate statistics for 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 First Quarter 2026

How We Did Second Quarter 2026 and Year-to-Date 2026

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

10 unchanged sentences

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

Comparing First Quarter 2026 with First Quarter 2025

Comparing Second Quarter 2026 with Second Quarter 2025

Net sales increased $3 million – less than 1 percent – primarily due to:

• a $24 million increase in complementary building products sales primarily attributable to increased sales volumes and realizations for steel;

• a $12 million increase in engineered solid section sales attributable to a 7 percent increase in sales volumes;

• a $10 million increase in structural lumber sales attributable to a 12 percent increase in sales realizations, partially offset by a 9 percent decrease in sales volumes and

• a $6 million increase in softwood plywood sales attributable to a 9 percent increase in sales realizations and a 4 percent increase in sales volumes.

These increases were partially offset by:

• a $25 million decrease in oriented strand board sales attributable to a 14 percent decrease in sales realizations, partially offset by a 2 percent increase in sales volumes;

• a $13 million decrease in other products produced sales, primarily attributable to a decrease in wood chip sales realizations and volumes;

• a $6 million decrease in engineered I-joist sales attributable to a 5 percent decrease in sales volumes and a 2 percent decrease in sales realizations and

• a $5 million decrease in medium density fiberboard sales attributable to a 13 percent decrease in sales volumes and a 4 percent decrease in sales realizations.

Costs of sales

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

Operating income and Net contribution to earnings

Operating income and net contribution to earnings increased $25 million – 54 percent – primarily due to the change in the components of gross margin, as discussed above.

Comparing Year-to-Date 2026 with Year-to-Date 2025

Net sales decreased $120 million – 5 percent – primarily due to:

● 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.

• an $86 million decrease in oriented strand board sales attributable to a 20 percent decrease in sales realizations;

• a $39 million decrease in structural lumber sales attributable to a 7 percent decrease in sales volumes, partially offset by a 4 percent increase in sales realizations;

• a $22 million decrease in engineered I-joist sales attributable to an 8 percent decrease in sales volumes and a 5 percent decrease in sales realizations;

• a $19 million decrease in other products produced sales attributable to a decrease in wood chip sales realizations and volumes and a decrease in residual log sales volumes and

• a $6 million decrease in medium density fiberboard sales attributable to a 9 percent decrease in sales volumes and a 2 percent decrease in sales realizations.

These decreases were partially offset by:

• a $42 million increase in complementary building products sales attributable to an increase in sales volumes and realizations across most products;

• a $6 million increase in engineered solid section sales attributable to a 6 percent increase in sales volumes, partially offset by a 4 percent decrease in sales realizations and

• a $4 million increase in softwood plywood sales attributable to a 3 percent increase in sales realizations and a 2 percent increase in sales volumes.

Costs of sales

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

Costs of sales decreased $47 million – 2 percent – primarily due to decreased sales volumes for structural lumber and engineered I-joists.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings decreased $39 million – 26 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 ).

Other Operating Costs, Net ).

Third-Party Sales Volumes

QUARTER ENDED

YEAR-TO-DATE ENDED

VOLUMES IN MILLIONS (1)

11 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

VOLUMES IN MILLIONS

15 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

1 unchanged sentence

Liability classified share-based compensation

Foreign exchange loss

Foreign exchange gain

Elimination of intersegment profit in inventory and LIFO

3 unchanged sentences

Net charge to earnings

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.

Comparing Second Quarter 2026 with Second Quarter 2025

Net charge to earnings increased $7 million – 9 percent – primarily due to an $8 million increase in the charge for elimination of intersegment profit in inventory and LIFO.

Comparing Year-to-Date 2026 with Year-to-Date 2025

Net charge to earnings decreased $3 million – 2 percent – primarily due to a $10 million decrease in non-operating pension and other post-employment benefit costs.

This decrease was partially offset by:

● a $3 million decrease in interest income and other, primarily attributable to a decrease in cash and cash equivalents;

● a $3 million increase in unallocated corporate function and variable compensation expense and

● a $2 million decrease in foreign exchange gain.

INTEREST EXPENSE

Our interest expense, net of capitalized interest, was:

● $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.

● $66 million for second quarter 2026 and $132 million for year-to-date 2026;

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

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

Our provision for income taxes was:

● a $15 million expense for first quarter 2026 and

● a $16 million expense for first quarter 2025.

● a $15 million benefit for second quarter 2026 and a benefit of less than $1 million year-to-date 2026;

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

Our provision for income taxes is primarily driven by the results of our TRSs.

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.

Income tax expense decreased $28 million compared to year-to-date 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 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.

As of June 30, 2026, we had $527 million in cash and cash equivalents, $1.75 billion of availability on our line of credit, which expires in June 2030, and $1.5 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:

● $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.

● $451 million for year-to-date 2026 and

● $466 million for year-to-date 2025.

Net cash from operations decreased $15 million primarily due to decreased cash flows from our business operations, partially offset by a $27 million decrease in cash paid for income taxes.

CASH FROM INVESTING ACTIVITIES

Consolidated net cash from investing activities was:

● $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.

● $74 million for year-to-date 2026 and

● $(208) million for year-to-date 2025.

Net cash from investing activities increased $282 million primarily due to a $306 million increase in proceeds from the sale of timberlands, as well as a $22 million increase in proceeds from the sale of our Princeton lumber mill.

These changes were partially offset by a $51 million increase in cash paid for capital expenditures.

Summary of Capital Spending by Business Segment

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

8 unchanged sentences

Consolidated net cash from financing activities was:

● $(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.

● $(479) million for year-to-date 2026 and

● $(350) million for year-to-date 2025.

Net cash from financing activities decreased $129 million primarily due to a $271 million increase in payments on long-term debt and commercial paper, partially offset by a $105 million decrease in cash used for repurchases of common stock and a $32 million increase in net proceeds from issuance of long-term debt and commercial paper.

Line of Credit

1 unchanged sentence

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 March 31, 2026 or December 31, 2025.

We had no outstanding borrowings on our revolving credit facility as of June 30, 2026 or December 31, 2025.

Refer to Note 8:

1 unchanged sentence

Long-Term Debt

In July 2026, we repaid the remaining $62 million and $60 million in principal outstanding on our 7.35 percent and 7.85 percent debentures, respectively, at maturity.

During second quarter 2026, we repaid the remaining $250 million in principal outstanding on our 4.75 percent notes at maturity.

We also amended our $300 million senior unsecured term loan to extend the maturity date from April 2030 to April 2031 and amended our $250 million senior unsecured term loan to extend the maturity date from December 2028 to April 2031.

Refinancing costs associated with each of these extensions were immaterial.

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.

We also entered into a $300 million senior unsecured term loan that will mature in April 2030.

We also entered into a $300 million senior unsecured term loan that will mature in April 2031 as a result of the aforementioned amendment.

Net proceeds after fees were $299 million.

7 unchanged sentences

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.

As of June 30, 2026, we had $250 million of commercial paper issued and outstanding under this program, with a weighted average interest rate of 4.10 percent.

There was no commercial paper issued and outstanding under this program as of December 31, 2025.

As of June 30, 2026, we have classified all issued and outstanding commercial paper maturing in the next 12 months as long-term because we have the intent and ability to refinance these borrowings on a long-term basis, as supported by the available capacity under our $1.75 billion revolving credit facility.

The amount outstanding is recorded in "Long-term debt, net" on our Consolidated Balance Sheet .

Refer to Note 8:

3 unchanged sentences

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 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.

As of June 30, 2026 and December 31, 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.

Refer to Note 9:

1 unchanged sentence

Debt Covenants

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

As of June 30, 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:

● $151 million for first quarter 2026 and

● $152 million for first quarter 2025.

● $303 million for year-to-date 2026 and

● $304 million for year-to-date 2025.

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

5 unchanged sentences

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

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.

We repurchased 409,734 common shares for approximately $10 million (including transaction fees) during second quarter 2026 and 818,777 common shares for approximately $20 million (including transaction fees) during year-to-date 2026 under the 2025 Repurchase Program.

During second quarter 2025, we repurchased 3,888,932 common shares for approximately $100 million (including transaction fees) and 4,733,981 common shares for approximately $125 million (including transaction fees) under the share repurchase programs.

There were no unsettled shares as of June 30, 2026 and December 31, 2025.

Refer to Note 4:

9 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

6 unchanged sentences

GAAP measures for each.

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

The table below reconciles Adjusted EBITDA for the quarter ended June 30, 2026:

DOLLAR AMOUNTS IN MILLIONS

10 unchanged sentences

Adjusted EBITDA

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

(1) Operating income (loss) for Timberlands includes a pretax special item consisting of a $71 million gain on the sale of Oregon timberlands.

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

DOLLAR AMOUNTS IN MILLIONS

Strategic Land Solutions

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 acres sold

Adjusted EBITDA

The table below reconciles Adjusted EBITDA for the year-to-date period ended June 30, 2026:

DOLLAR AMOUNTS IN MILLIONS

Strategic Land Solutions

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 acres sold

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

Adjusted EBITDA

(1) Operating income (loss) for Timberlands includes pretax special items consisting of a $71 million gain on the sale of Oregon timberlands and 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:

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

DOLLAR AMOUNTS IN MILLIONS

18 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

11 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

4 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

Net earnings per diluted share

3 unchanged sentences

CRITICAL ACCOUNTING E STIMATES

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.

There have been no material changes during year-to-date 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 March 31, 2026

Summary of Long-Term Debt Obligations as of June 30, 2026

DOLLAR AMOUNTS IN MILLIONS

3 unchanged sentences

(1) Excludes $32 million of unamortized discounts and capitalized debt expense.

(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.

(2) As of June 30, 2026, the weighted average interest rate for our variable-rate debt was 4.97 percent, excluding estimated patronage refunds and the impact of interest rate swaps.

(3) Excludes outstanding commercial paper of $250 million as of June 30, 2026.

The timing of the repayment of the current outstanding balance is uncertain due to our intent and ability to refinance these borrowings on a long-term basis.

Long-Term Debt, Line of Credit and Commercial Paper Program for further information on our commercial paper program.

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.

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