DEF 14A of Weyerhaeuser Co, Apr 1, 2026

DEF 14A of Weyerhaeuser Co

Filed Apr 1, 2026 · FY20250001140361-26-012453

Open on EDGAR

  1. Item 1. Election of Directors

    Item 1. Election of Directors

  2. Item 1. Election of Directors

    Item 1. Election of Directors The following eleven persons identified are nominated to be elected as directors at the 2026 annual meeting for one-year terms expiring at the 2027 annual meeting. Other than Mr. Beckwitt, who was identified by a third-party search firm and appointed to the board of directors in November 2025, all nominees were elected as directors by shareholders at the 2025 annual meeting for a one-year term expiring at the 2026 annual meeting.

  3. Nominees for Election

    Nominees for Election

  4. Nominees for Election

    | Rick Beckwitt | | | Director Since: 2025 Age: 66 Education: • B.A., Psychology - Claremont McKenna College Committees: • Compensation | Business Experience: • Co-President and Co-CEO (2020 to 2023); CEO (2018 to 2020); President (2011 to 2018); Executive Vice President, Lennar Corporation (2006 to 2011) • Owner and Principal, EVP Capital LP (2000 to 2003) • President; Executive Vice President and President, Investment; Executive Vice President, Eastern Region; and Executive Vice President, D.R. Horton, Inc. (1993 to 2000) • Mergers and acquisitions and corporate finance roles, Lehman Brothers, Inc. (1986 to 1993) Board Experience: • Ferguson Enterprises Inc. (2024 to present) • Eagle Materials, Inc. (2014 to present) • Lennar Corporation (2018 to 2023) • Five Point Holdings, LLC (2016 to 2020) • D.R. Horton, Inc. (1993 to 2003) Qualifications: • Significant executive leadership and operational experience for large, complex organizations • Deep knowledge of homebuilding and real estate industries, including leading two of the largest homebuilding companies in the United States • Extensive experience in corporate strategy, risk and finance, including leveraging growth opportunities and successfully managing large-scale mergers & acquisitions |

  5. Nominees for Election

    | Mark A. Emmert | | | Director Since: 2008 Age: 73 Education: • B.A. Political Science - University of Washington • M.P.A. and PhD Public Policy - Syracuse University Committees: • Compensation • Governance and Corporate Responsibility | Business Experience: • President, National Collegiate Athletic Association (2010 to 2023) • President, University of Washington (2004 to 2010) • Chancellor, Louisiana State University (1999 to 2004) • Chancellor and Provost, University of Connecticut (1995 to 1999) • Provost and Vice President for Academic Affairs at Montana State University (1992 to 1995) • Faculty and administrative positions, University of Colorado (1985 to 1992) Board Experience: • Expeditors International of Washington, Inc. (2008 to present) • Omnicare, Inc. (2011 to 2015) Other Experience: • Fellow of the American Council on Education • Life Member of the Council on Foreign Relations • Fellow of the National Academy of Public Administration • Fulbright Fellow Qualifications: • Experienced executive leadership of large and complex educational, healthcare and athletics organizations • Extensive background in government, public policy, international affairs and strategic planning • Significant experience overseeing public company governance and executive compensation matters |

  6. Nominees for Election

    | Rick R. Holley | | | Director Since: 2016 Age: 74 Education: • B.S. Accounting & Business Administration - San Jose State University • Advanced Executive Program - Northwestern University Committees: • Compensation (Chair) • Executive | Business Experience: • President and CEO, Plum Creek Timber Company, Inc. (1994 to 2016) • CFO, Plum Creek Timber Company, Inc. (1989 to 1994) Board Experience: • Avista Corporation (2011 to 2014) • Plum Creek Timber Company, Inc. (1999 to 2016) Other Experience: • Former Member, the Economic Advisory Council at the Federal Reserve Bank of San Francisco • Former Director, the National Alliance of Forest Owners and the Sustainable Forestry Initiative® Qualifications: • Significant executive leadership experience, having previously served as one of the longest tenured principal executive officers in the timber industry • Extensive understanding of the company’s industry and business lines and its operation as a timber REIT • Executive and board experience in strategic planning, corporate governance, finance, government affairs, risk oversight and public company executive compensation |

  7. Nominees for Election

    | Sara Grootwassink Lewis | | | Director Since: 2016 Age: 58 Education: • B.S. Finance - University of Illinois, Urbana-Champaign • Certified Public Accountant, registered in Illinois • Chartered Financial Analyst Committees: • Audit (Chair) | Business Experience: • Founder and CEO, Lewis Corporate Advisors (2009 to 2018) • Executive Vice President and CFO, Washington Real Estate Investment Trust (2002 to 2009) • Vice President of Finance and Investor Relations, COPT Defense Properties (1999 to 2001) • Sell-side REIT equity analyst, Johnston, Lemon & Co. (1997 to 1999) Board Experience: • Healthpeak Properties, Inc. (2019 to present) • Freeport-McMoRan Inc. (2021 to present) • PwC LLP U.S. (2024 to present) • Sun Life Financial, Inc. (2014 to 2021); PS Business Parks, Inc. (2010 to 2019); Plum Creek Timber Company, Inc. (2013 to 2016); Adamas Pharmaceuticals, Inc. (2014 to 2016); CapitalSource Inc. (2004 to 2014) Other Experience: • Senior Trustee, The Brookings Institution • Leadership Board, the U.S. Chamber of Commerce Center for Capital Markets Competitiveness • Member, the Audit Committee Council of the Center for Audit Quality • Board Leadership Fellow and Delegate, the Advisory Council for Risk Oversight for the NACD • Former Member, Public Company Accounting Oversight Board Standing Advisory Group Qualifications: • Extensive executive, financial and real estate industry experience as a senior executive • Twenty-two years of service on several public company boards, including publicly traded REITs, with significant experience in audit, compensation and governance matters |

  8. Nominees for Election

    | Deidra C. Merriwether | | | Director Since: 2020 Age: 57 Education: • B.S. Chemical Engineering - North Carolina A&T State University • M.B.A. Finance and Operations Management - Indiana University’s Kelley School of Business • Executive Accounting Program – University of Texas at Austin • CFO Leadership Program - Harvard Business School Committees: • Audit | Business Experience: • Senior Vice President and CFO (2021 to present); Senior Vice President of North American Sales & Strategic Services (2017 to 2021); Vice President of Pricing and Strategy (2015 to 2017); Vice President of Finance, Americas, (2013 to 2015), W.W. Grainger, Inc. • Chief Operating Officer, Retail Formats; Senior Vice President and CFO, Retail Formats; Vice President of Procurement & Merger Integration; and Vice President of Kmart Real Estate Strategy, Sears Holding Corp. (2002 to 2013) • Finance, operations and management roles with Sears, Isiah Investments, PwC LLP and Eli Lilly & Company (1991 to 2002) Board Experience: • Sears Canada (2007 to 2010) Other Experience: • Advisory Board, the North Carolina A&T State University Athletic Foundation • Board of Trustees, Ravinia Festival • Member, The Chicago Network and Women Corporate Directors organizations • Former member of the Board of Directors, Ann and Robert Lurie Children’s Hospital in Chicago, IL Qualifications: • Significant breadth and depth of executive experience in the areas of finance, sales and international supply chain management • Extensive finance experience serving as the chief financial officer for one of the world’s largest industrial supply companies, as well as having served in several other professional finance roles • Served in several executive sales positions with significant profit and loss statement responsibilities |

  9. Nominees for Election

    | Al Monaco | | | Director Since: 2020 Age: 66 Education: • Business Administration Diploma, Accounting - Southern Alberta Institute of Technology (Canada) • M.B.A. Finance – University of Calgary (Canada) • Certificate, Management - Harvard Advanced Management Program • Chartered Professional Accountant Designation Committees: • Compensation | Business Experience: • President and CEO, Enbridge Inc. (2012 to 2023) • Executive Vice President, Natural Gas Transmission and Renewable Energy; Executive Vice President, Major Projects Execution; President, Enbridge Gas Distribution; and Senior Vice President, Corporate Planning and Development, Enbridge Inc. (2003 to 2012) Board Experience: • Canadian National Railway Company (2023 to present) • Enbridge and affiliated companies/publicly traded entities (2012 to 2023) Other Experience: • Advisor, Pacific Canbriam Energy Limited • Advisory Committee for Development of West Coast Oil Pipeline, Government of Alberta • Jarislowsky Fellow, Haskayne School of Business, University of Calgary • Former Member, American Petroleum Institute; U.S. National Petroleum Council; The Business Council of Canada; The Business Council of Alberta; The Catalyst Canada Advisory Board Qualifications: • Significant executive leadership experience in overseeing a large and complex North American and international energy infrastructure organization with geographically diverse and capital-intensive operations • Extensive background in natural resources development, technology, international operations, strategic planning and human resource management • Executive and board experience with capital markets, mergers and acquisitions, regulated businesses, government policy, environmental, social and governance matters and public company executive compensation |

  10. Nominees for Election

    | James C. O’Rourke | | | Director Since: 2023 Age: 65 Education: • B.A.Sc Mining Engineering - University of British Columbia (Canada) • E.M.B.A. International Finance - INSEAD (France) Committees: • Compensation | Business Experience: • President and CEO (2015 to 2023); Executive Vice President, Operations, and Chief Operating Officer (2012 to 2015); and Executive Vice President, Operations (2009 to 2012), The Mosaic Company • President, Australia Pacific for Barrick Gold Corporation (2006 to 2008) • Various management, engineering and other roles in the mining industry in Canada and Australia Board Experience: • Toro Company (2012 to present) • Rio Tinto Ltd. (2023 to present) • The Mosaic Company (2015 to 2023) Qualifications: • Significant executive leadership experience in overseeing a global producer of some of the most important nutrients in agriculture • Extensive background in commodities markets, procurement and managing international supply chains and customers, as well as deep leadership expertise in driving innovation, operational efficiency, safety and sustainability performance • Executive and board experience with public company executive compensation and governance matters |

  11. Nominees for Election

    | Nicole W. Piasecki | | | Director Since: 2003 Age: 63 Education: • B.S. Mechanical Engineering - Yale University • M.B.A. Business - University of Pennsylvania Committees: • Governance and Corporate Responsibility (Chair) • Compensation | Business Experience: • Vice President and General Manager of the Propulsion Systems Division of Boeing Commercial Airplanes (2013 to 2017); Senior Vice President, Business Development and Strategic Integration, Boeing Commercial Airplanes (2010 to 2013); President of Boeing Japan (2006 to 2010); Vice President of Marketing and Business Strategy for Boeing Commercial Airplanes (2003 to 2006); and Vice President of Sales, Leasing Companies (2000 to 2003), The Boeing Company (1991 to 2000) Board Experience: • BWX Technologies, Inc. (2024 to present) • BAE Systems PLC (2019 to present) • Kymeta Corporation (2022 to present) • Howmet Aerospace Inc. (2020 to 2023) Other Experience: • Director, The Stimson Center • Former Senior Advisor, Mitsubishi Heavy Industries, Ltd. in Tokyo • Former Member, Advisory Council of the Federal Aviation Administration • Former Trustee, Seattle University • Former Director, Seattle Branch of the Federal Reserve Bank • Former Member of the Board of Governors, American Chamber of Commerce of Japan (Tokyo) Qualifications: • Significant executive experience in overseeing one of the largest and most complex business divisions of a leading global aircraft and air defense systems designer and manufacturer • Extensive background in capital-intensive industries, sales and marketing, strategic planning and international operations and relations • Considerable board experience in public company executive compensation and governance matters |

  12. Nominees for Election

    | Lawrence A. Selzer | | | Director Since: 2016 Age: 66 Education: • B. S. Environmental Science - Wesleyan University • M.B.A. Business – University of Virginia Committees: • Executive (Chair) • Audit • Governance and Corporate Responsibility | Business Experience: • President and CEO, The Conservation Fund (2001 to present) Board Experience: • Plum Creek Timber Company, Inc. (2012 to 2016) Other Experience: • Director, American Bird Conservancy • Director, Leading Harvest • Former Trustee, Manomet, Inc. • Former Chairman, Outdoor Foundation Qualifications: • Significant executive leadership experience in managing and overseeing a large, complex and geographically diverse environmental conservation organization • Experience and expertise in the areas of conservation procurement, conservation finance, timberland acquisitions and dispositions and real estate management • Considerable board experience in public company executive compensation and audit matters |

  13. Nominees for Election

    | Devin W. Stockfish | | | Director Since: 2019 Age: 52 Education: • B.S. Mechanical Engineering - University of Colorado • J.D. - Columbia University School of Law Committees: • Executive | Business Experience: • President and CEO, Weyerhaeuser Company (2019 to present) • Senior Vice President, Timberlands; Vice President, Western Timberlands; Senior Vice President, General Counsel and Corporate Secretary; Assistant General Counsel, Weyerhaeuser Company (2013 to 2019) • Vice President and Associate General Counsel, Univar Inc. (2010 to 2013) • Attorney, Starbucks Corporation (2007 to 2010) • Attorney, K&L Gates LLP (2002 to 2007) • Engineer, The Boeing Company (1996 to 1999) Board Experience: • Xcel Energy Inc. (2025 to present) Other Experience: • Board Member and former Board Chair, National Alliance of Forest Owners • Policy Advisory Board Member, Harvard Joint Center for Housing Studies Qualifications: • Significant executive leadership experience in overseeing the largest and most geographically diverse integrated timber, land and forest products company in North America • Experience and background in capital-intensive industries, mergers and acquisitions, corporate finance, legal and regulatory matters and strategic planning, as well as deep leadership expertise in driving innovation, operational efficiency, safety and sustainability performance • Experience with public company executive compensation, governance and audit matters |

  14. Nominees for Election

    | Kim Williams | | | Director Since: 2006 Age: 70 Education: • B.A. French and Economics - Kingston Polytechnic (UK) • M.S. Economics - University of London (UK) Committees: • Audit • Governance and Corporate Responsibility | Business Experience: • Senior Vice President and Associate Director of Global Industry Research (2001 to 2005); Partner and various other management positions, Wellington Management Company LLP (1986 to 2001) • Vice President, Industry Analyst, Loomis, Sayles & Co., Inc. (1982 to 1986) Board Experience: • E.W. Scripps Company (2008 to present) • Xcel Energy Inc. (2009 to 2025) • MicroVest (2007 to 2021) Other Experience: • Life Trustee, Concord Academy • Member, Women’s Health Leadership Council of Brigham and Women’s Hospital in Boston, MA • Trustee, The James Beard Foundation • Former Director, Oxfam America Qualifications: • Significant executive experience in investment management and operations, serving as a senior executive of one of the world’s leading investment asset management organizations • Extensive understanding of the investor perspective and experience and a background in corporate finance, strategic planning and international operations • Considerable public company board experience in audit and governance matters |

  15. Nominees for Election

    Unless a shareholder instructs otherwise on the proxy card, it is intended that the shares represented by properly executed proxies will be voted “FOR” the foregoing nominees. The board anticipates that each of the foregoing nominees will be able to serve, but if at the time of the meeting any nominee is unable or unwilling to serve, the proxy holders may vote such shares at their discretion for a substitute nominee.

  16. Nominees for Election

    | | The board of directors recommends that shareholders vote “FOR” the election of each of the foregoing nominees. |

  17. Director Compensation

    Director Compensation

  18. Nonemployee Director Compensation Program for 2025

    Nonemployee Director Compensation Program for 2025 The board believes that the level of nonemployee director compensation should be based on board and committee responsibilities and be competitive with comparable companies. The board also believes that a significant portion of nonemployee director compensation should be awarded in the form of equity to align director interests with the long-term interests of shareholders. Directors who are employees of the company do not receive any compensation for their services as directors. Mr. Stockfish, therefore, does not participate in our nonemployee director compensation program. Director compensation for 2025 included the following components:

  19. Nonemployee Director Compensation Program for 2025

    | Description of Fee | Cash or Cash Equivalent Amount ($) | | Annual Retainer — Cash | 120,000 | | Annual Retainer — Restricted Stock Units | 180,000 | | Board Chair Retainer — Cash | 80,000 | | Board Chair Retainer — Restricted Stock Units | 85,000 | | Audit/Compensation Committee Chair Retainer — Cash | 20,000 | | Governance and Corporate Responsibility Committee Chair Retainer — Cash | 15,000 |

  20. Nonemployee Director Compensation Program for 2025

    There are no meeting fees, and retainer fees are paid annually following the annual meeting of shareholders. Retainers for the board and committee chairs are paid in addition to the annual cash and Restricted Stock Unit (“RSU”) retainers. The Compensation Committee is responsible for annually reviewing our nonemployee director compensation practices in comparison to those of comparable companies. Our program reflects best practices, including:

  21. Nonemployee Director Compensation Program for 2025

    | • | Retainer-only compensation with no fees for attending meetings, which is an expected part of board service |

  22. Nonemployee Director Compensation Program for 2025

    | • | Additional retainers for special roles, such as board and committee chairs, to recognize incremental time and effort involved |

  23. Nonemployee Director Compensation Program for 2025

    | • | Equity delivered in the form of full-value shares, with short (one-year) vesting to avoid director entrenchment |

  24. Nonemployee Director Compensation Program for 2025

    | • | Director stock ownership requirements of 5x the annual cash retainer (currently $600,000) |

  25. Nonemployee Director Compensation Program for 2025

    | • | Expense reimbursement for actual travel and other out-of-pocket expenses incurred in relation to board service |

  26. Nonemployee Director Compensation Program for 2025

    The Compensation Committee works with its independent compensation consultant, FW Cook, to ensure the program remains competitive. This review includes a competitive analysis of our nonemployee director compensation program against the practices of the companies in the peer group used for executive compensation comparisons. The following table shows the annual compensation of our nonemployee directors for 2025.

  27. Nonemployee Director Compensation Program for 2025

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Rick Beckwitt | 58,868 | 88,298 | 147,166 | | Mark A. Emmert | 120,000 | 179,992 | 299,992 | | Rick R. Holley | 220,000 | 264,981 | 484,981 | | Sara Grootwassink Lewis | 140,000 | 179,992 | 319,992 | | Deidra C. Merriwether | 120,000 | 179,992 | 299,992 | | Al Monaco | 120,000 | 179,992 | 299,992 | | James C. O’Rourke | 120,000 | 179,992 | 299,992 | | Nicole W. Piasecki | 135,000 | 179,992 | 314,992 | | Lawrence A. Selzer | 120,000 | 179,992 | 299,992 | | Kim Williams | 120,000 | 179,992 | 299,992 |

  28. Nonemployee Director Compensation Program for 2025

    | (1) The amount for Ms. Lewis includes cash compensation of $20,000 for her service as chair of the Audit Committee. The amount for Ms. Piasecki includes cash compensation of $15,000 for her service as chair of the Governance and Corporate Responsibility Committee. The amount for Mr. Holley includes cash compensation of $80,000 for his service as board chair and $20,000 for his service as chair of the Compensation Committee. Mr. Beckwitt was appointed to the board on November 14, 2025, and the amount of his cash compensation was prorated based on his time of service from November 14, 2025, until the date of the 2026 annual meeting. Ms. Merriwether chose to defer her cash retainer into an interest-bearing account under the terms of our Fee Deferral Plan for Directors. Amounts deferred into an interest-bearing account, together with accrued interest, will be paid in cash following the director’s termination of service. |

  29. Nonemployee Director Compensation Program for 2025

    | (2) Amounts reflect the grant date fair value of director compensation paid in the form of RSUs or deferred stock equivalent units. The grant date fair value for all directors was computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”). The amount for Mr. Holley includes a stock award of $85,000 for his service as board chair. The fair value for all directors other than Mr. Beckwitt was calculated based on the grant date of May 9, 2025. The fair value of Mr. Beckwitt’s compensation paid in the form of RSUs was calculated based on the grant date of November 14, 2025, the date Mr. Beckwitt joined the board. Mr. Beckwitt received prorated compensation of $88,302 in RSUs based on his time of service from the date of his appointment to the board until the date of the 2026 annual meeting. The following directors chose to defer their RSUs into stock equivalent units under our Fee Deferral Plan for Directors and were credited with the following stock equivalent units: Mr. Holley — 10,083 units, and Mses. Lewis and Merriwether — 6,849 units each. Amounts deferred into stock equivalent units under the Fee Deferral Plan for Directors, together with accrued dividend equivalent units, will be paid following the director’s termination of service in the form of shares of the company’s common stock. |

  30. Nonemployee Director Compensation Program for 2025

    The number of RSUs paid to directors was determined by dividing the dollar amount of the retainer equity award by the market price of Weyerhaeuser Company common stock on the date of grant and rounding it down to the nearest whole number. Directors did not receive cash payment in lieu of partial RSUs. For 2025 awards, 10,083 RSUs were granted to Mr. Holley and 6,849 RSUs to each of the other directors except for Mr. Beckwitt, who received a prorated grant of 3,964 RSUs based on his term of service, which began on November 14, 2025. The RSUs vest over one year and will be settled in shares of the company’s common stock on May 9, 2026. Directors who leave the board during the one-year period receive a pro rata number of shares on the settlement date. RSUs granted to directors are credited with dividend equivalent units during the one-year vesting period. The aggregate numbers of RSUs held by the directors as of December 31, 2025, were as follows: Messrs. Emmert, Monaco, O’Rourke, Selzer and Mses. Piasecki and Williams each held 7,023 RSUs and Mr. Beckwitt held 3,999 RSUs. The aggregate numbers of stock equivalent units held by the directors as of December 31, 2025, were as follows: Mr. Emmert held 31,227 units, Mr. Holley held 83,901 units, Ms. Lewis held 71,758 units, Ms. Merriwether held 31,581 units, Ms. Piasecki held 84,822 units and Ms. Williams held 86,319 units.

  31. Executive Compensation Philosophy and Practices

    | • | Offers competitive pay opportunity to attract and retain top talent |

  32. Our Leading Compensation Practices

    | No employment agreements No tax gross-ups for “golden parachute” excise taxes Compensation recovery policy that exceeds SEC and NYSE requirements Annual review of compensation risks and peer compensation data Significant weighting of pay tied to performance-based compensation Modest executive perquisites limited to relocation-related benefits, executive health screening, financial planning services and, when necessary, security services Equity awards with multiyear vesting comprise a significant portion of total compensation | Directors and officers are prohibited from hedging or pledging company stock Rigorous and measurable goal setting aligned with business strategy, including quantifiable and measurable ESG-related goals Robust stock ownership requirements for the CEO (6x salary) and senior vice presidents (3x salary) An independent compensation consultant, FW Cook, to advise the Compensation Committee “Double trigger” accelerated vesting of our long-term incentive equity awards upon a change of control Balanced focus on both long-term strategic and financial objectives and shorter-term business objectives |

  33. 2025 Annual Incentive Plan Payout

    2025 Annual Incentive Plan Payout

  34. 2025 Annual Incentive Plan Payout

    | TIMBERLANDS | | | | | | $581 Million Adjusted EBITDA Financial Performance Metric | | High Achieves Controllable Business Metrics Rating | | 132% of Target | | REAL ESTATE, ENERGY & NATURAL RESOURCES | | | | | | $411 Million Adjusted EBITDA Financial Performance Metric | | High Achieves Controllable Business Metrics Rating | | 172% of Target | | WOOD PRODUCTS | | | | | | 0.9% RONA Financial Performance Metric | | Low Achieves Controllable Business Metrics Rating | | 28% of Target |

  35. 2025 Annual Incentive Plan Payout

    | * Beginning in the first quarter of 2026, the Real Estate, Energy & Natural Resources segment was renamed “Strategic Land Solutions” |

  36. Payout of 2023 Performance Share Unit Equity Award

    Payout of 2023 Performance Share Unit Equity Award

  37. Payout of 2023 Performance Share Unit Equity Award

    | Three-Year TSR Percentile Ranking | | 33.3% | | 66.6% of Target Performance Shares |

  38. Competitive Pay To Attract and Retain Talent

    Competitive Pay To Attract and Retain Talent Our executive officers, including our NEOs, are critical to our success. That is why we design our executive compensation program to attract, retain and motivate top executive talent.

  39. Comparative Market Data

    Comparative Market Data We annually review market compensation data to determine whether target compensation for our executive officers remains competitive and make adjustments when appropriate. Our market assessment includes evaluation of base salary, annual and long-term incentive opportunities and other rewards such as health benefits and retirement programs. Our philosophy is to set total target compensation and benefits within range of market median pay and benefit levels. Each component of total compensation and other benefits is intended to be consistent with market practices to help the company attract and retain talented executives. We use comparative executive compensation data publicly available from a designated peer group of companies to help evaluate the competitiveness of our executive compensation program. We also review the competitive performance of our peers to help establish performance targets for incentive plans and to assess appropriate payout levels for performance. In addition, we review various pay surveys, including surveys of pay practices of forest products companies and comparably sized manufacturing companies, as well as general industry data for similarly sized companies. The peer group and survey data are generally reviewed separately to understand pay differences, if any, by industry or business segment and to assess whether changes in pay data from year to year reflect true market trends. In analyzing this information, we compare the pay of individual executives if we believe the positions are sufficiently similar to make meaningful comparisons. We also consider each executive’s level of responsibility, prior experience, job performance, contribution to the company’s success and results achieved. The Compensation Committee exercises its judgment and does not apply formulas or assign specific mathematical weights to individual factors. For the market assessment conducted to help the Compensation Committee set 2025 executive target pay opportunities, total target compensation for our NEOs relative to similarly situated executive officers was generally in range of the market median.

  40. Peer Group for 2025 Compensation Opportunities

    Peer Group for 2025 Compensation Opportunities When establishing 2025 target pay opportunities for our NEOs, the Compensation Committee reviewed competitive market data in February 2025 for the following group of comparator companies:

  41. Peer Group for 2025 Compensation Opportunities

    | Company | Revenue(1) ($MM) | Market Cap(2) ($MM) | | Air Products & Chemicals, Inc. (APD) | $12,101 | $64,500 | | AvalonBay Communities, Inc. (AVB) | $2,926 | $31,247 | | Ball Corporation (BLL) | $13,785 | $16,452 | | Builders FirstSource (BLDR) | $16,731 | $16,449 | | BXP, Inc. (BXP) | $3,344 | $11,757 | | Crown Castle Inc. (CCI) | $6,593 | $39,444 | | Eastman Chemical Company (EMN) | $9,344 | $10,580 | | Equinix, Inc. (EQIX) | $8,149 | $90,978 | | Equity Residential (EQR) | $2,941 | $27,222 | | International Paper Company (IP) | $18,640 | $18,698 | | Iron Mountain Incorporated (IRM) | $5,988 | $30,846 | | Nutrien Ltd (NTR) | $25,556 | $22,097 | | Packaging Corporation of America (PKG) | $8,175 | $20,075 | | PPG Industries, Inc. (PPG) | $18,030 | $27,677 | | Public Storage (PSA) | $4,699 | $52,435 | | Simon Property Group (SPG) | $5,909 | $56,188 | | The Mosaic Company (MOS) | $11,456 | $7,808 | | Ventas (VTR) | $4,797 | $24,705 | | 75th Percentile | $13,364 | $37,395 | | 50th Percentile | $8,162 | $25,964 | | 25th Percentile | $5,075 | $17,014 | | Weyerhaeuser Company (WY) | $7,190 | $20,453 |

  42. Peer Group for 2025 Compensation Opportunities

    | (1) Four quarters of revenue closest to 2024 calendar year-end. |

  43. Peer Group for 2025 Compensation Opportunities

    | (2) As of December 31, 2024. |

  44. Peer Group for 2025 Compensation Opportunities

    Each year, the Compensation Committee works with FW Cook, its independent compensation consultant, to review and assess the composition of the peer group and make any necessary changes to maintain the company within the group median range in terms of revenue and market capitalization. We also aim to select a peer group comprised of a roughly 50/50 mix of companies representing the Real Estate Investment Trust (“REIT”) and basic materials industries. The peer group for the 2025 compensation cycle was updated to remove WestRock Company and add Builders FirstSource (BLDR) in light of the acquisition of WestRock Company by Smurfit Kappa Group in Q2 2024. The peer group for the 2026 compensation cycle was updated to remove Nutrien Ltd and add Owens Corning (OC). Owens Corning is a building materials company closer in size to Weyerhaeuser that helps maintain the company’s near-median size ranking.

  45. Pay-for-Performance

    | • | Evaluating performance against rigorous, preset performance goals |

  46. Strong Alignment with Shareholders

    | • | A significant portion (75 percent for the CEO; 62 percent for other NEOs) of our executives’ pay is in the form of equity compensation |

  47. Strong Alignment with Shareholders

    | • | Our PSU awards, which account for 60 percent of the equity awards for our executives, are tied to a three-year relative TSR measure |

  48. Strong Alignment with Shareholders

    Our mix of short-term (AIP) and long-term (PSUs and RSUs) incentives, with a significant portion of total compensation provided through long-term incentives, encourages executive focus on both long-term strategic and financial objectives and shorter-term business objectives without introducing excessive risk. In general, employees with more ability to directly influence overall company and business segment performance have a greater portion of their overall compensation provided through long-term incentives.

  49. Mitigation of Unnecessary and Excessive Risk-Taking

    | • | Balance between cash and equity compensation |

  50. Mitigation of Unnecessary and Excessive Risk-Taking

    | • | Balance between short- and long-term incentives |

  51. Mitigation of Unnecessary and Excessive Risk-Taking

    | • | Diversification of performance metrics |

  52. Mitigation of Unnecessary and Excessive Risk-Taking

    | • | Cap on bonus payments |

  53. Role of the Compensation Committee, Compensation Consultant and Management

    Role of the Compensation Committee, Compensation Consultant and Management

  54. Compensation Committee

    Compensation Committee The Compensation Committee oversees and administers our executive compensation program. This includes establishing performance goals for our incentive compensation plans, annually examining and approving a peer group of companies used to benchmark compensation and setting the compensation of our NEOs.

  55. Independent Compensation Consultant

    Independent Compensation Consultant FW Cook has been engaged by the Compensation Committee to act as its compensation consultant and to advise the committee in the discharge of its responsibilities relating to our executive and board of directors compensation programs. The Compensation Committee has sole authority from the board of directors for the appointment, compensation and oversight of FW Cook, which reports directly to the committee. FW Cook provides no services to the company other than these compensation consulting services and has no other direct or indirect business relationships with the company or any of its affiliates. The Compensation Committee has reviewed the independence of FW Cook and has concluded that FW Cook’s engagement and work do not raise a conflict of interest.

  56. Compensation Components

    | Element | Objectives and Basis | | Base salary | Provide fixed compensation commensurate with job responsibilities and experience to attract and retain executive talent | | Annual cash incentives | Provide annual cash incentive opportunity to incentivize performance against key operational metrics aligned with our strategy | | Long-term incentives — Performance Share Units | Provide long-term incentive opportunity to drive company performance and align executive and shareholder interests over a three-year performance period | | Long-term incentives — Restricted Stock Units | Provide long-term incentive opportunity to align executive and shareholder interests and retain top executive talent through long-term equity vesting | | Retirement benefits | Provide retirement benefits within range of market median | | Deferred compensation benefits | Allow executives to defer the receipt of compensation and related income inclusion for income tax purposes | | Medical and other benefits | Provide benefits package within range of market median |

  57. Short-Term Incentive Plan

    Short-Term Incentive Plan Our AIP is an annual cash incentive plan designed to motivate our executive officers to drive strong financial and business unit performance and to provide a clear link between pay and performance.

  58. Plan Mechanics

    Plan Mechanics At the beginning of the year, each AIP participant, including each of our NEOs, was assigned a target bonus opportunity that reflected competitive practices in the market for similar positions. Target bonus opportunities in 2025 were 165 percent of base salary for our CEO, 110 percent of base salary for our CFO and 100 percent of base salary for the other NEOs. The maximum potential bonus that may be earned by any executive officer is 200 percent of target value. Target opportunity for the CFO was increased by 10 percent from 2024 to maintain market competitiveness. Funding is calculated using financial performance metrics and controllable business metrics for each of the company’s three business segments, with the financial performance metrics weighted 60 percent and the controllable business metrics weighted 40 percent. Metrics in each category are discrete, measurable and rigorous and provide employees with a clear view of how business and individual performances affect compensation. Funding based on the financial performance and controllable business metrics ranges from 0 percent to 200 percent of target. The Compensation Committee maintains discretion to modify AIP awards notwithstanding actual performance goal achievement in appropriate circumstances.

  59. Financial Performance Metrics (60%)

    Financial Performance Metrics (60%) Financial performance metrics are established by the Compensation Committee at the beginning of each plan year and are not subject to adjustment by management. The committee determines the level of financial performance necessary for funding the threshold, target and maximum levels, which represent funding at 20 percent, 100 percent and 200 percent of target levels, respectively. If the financial performance is below the threshold, the funding level for this portion of AIP is 0 percent. The committee undertakes a rigorous and comprehensive approach in setting these metrics. This process involves an in-depth analysis of a variety of critical factors, including:

  60. Financial Performance Metrics (60%)

    | • | Current and anticipated outlook of the commodities markets in which we operate |

  61. Financial Performance Metrics (60%)

    | • | Prior-year performance and competitive position for Timberlands and Real Estate, Energy & Natural Resources for setting target performance |

  62. Financial Performance Metrics (60%)

    | • | Cost of capital and competitive position for setting Wood Products target performance |

  63. Financial Performance Metrics (60%)

    | • | Benchmarks of outstanding performance for setting maximum performance for all business segments |

  64. Financial Performance Metrics (60%)

    This assessment by the committee ensures that our AIP targets are not only ambitious but also achievable and reflect the dynamic market environment for our products. For 2025 financial performance metrics, the Compensation Committee set Adjusted EBITDA targets for each of the Timberlands and Real Estate, Energy & Natural Resources businesses and a Return on Net Assets (“RONA”) target for the Wood Products business. For Timberlands, the committee set a target that was a decrease from the 2024 target based on projected commodity pricing but an increase of eight percent over 2024 results based on modest expected pricing and demand improvements from 2024. The committee increased the financial performance metrics from the 2024 results and target for Real Estate, Energy & Natural Resources largely based on expected continued growth of our Climate Solutions business. The Wood Products RONA targets remained the same based on anticipated market dynamics. Integrating these insights, the committee set a level of financial performance that was both challenging and grounded in realistic market expectations. The following table lists the financial performance metrics by business segment for 2025:

  65. Financial Performance Metrics (60%)

    | | Metric | Threshold (20% of Target Funding) | Target (100% of Target Funding) | Maximum (200% of Target Funding) | | Timberlands | Adjusted EBITDA | $407 million | $581 million | $726 million | | Real Estate, Energy & Natural Resources(1) | Adjusted EBITDA | $315 million | $350 million | $385 million | | Wood Products | RONA | 15% | 30% | 50% |

  66. Financial Performance Metrics (60%)

    | (1) Segment Adjusted EBITDA target of $350 million includes a Climate Solutions Adjusted EBITDA target of $100 million to support the strategic growth plan for the Climate Solutions business. Financial performance for the year is based on the result of both segment and Climate Solutions Adjusted EBITDA, weighted 75 percent and 25 percent, respectively. |

  67. Financial Performance Metrics (60%)

    Adjusted EBITDA. We define Adjusted EBITDA as earnings before interest, taxes, depreciation, depletion, amortization, basis of real estate sold and special items. We use this as the principal performance measure for the Timberlands and Real Estate, Energy & Natural Resources segments because it is a well-understood measure of how well these businesses are generating cash and is a financial performance metric that is important to our shareholders. Adjusted EBITDA also aligns our cash incentive compensation program with how the company evaluates and reports its performance to shareholders and reflects the way senior management manages the company. RONA. We define RONA as operating income adjusted for special items, divided by average net assets, which is total assets for Wood Products less cash and cash equivalents and current liabilities. We use RONA as the principal performance measure for our Wood Products business because of its strong link over time to TSR in the basic materials sector and for Weyerhaeuser. The use of this measure is intended to focus participants on generating profitability, both through increasing revenues and controlling costs. This measure also reinforces the importance of making disciplined capital investments that will improve the company’s overall returns.

  68. Bonus Allocation Process

    Bonus Allocation Process After the end of each plan year, the Compensation Committee approves the funding for the AIP based on the performance of each business against its predetermined financial performance metrics and controllable business metrics. The bonus opportunities for executive officers are first multiplied by the level of funding achieved (for example, 50 percent funding would reduce an officer’s target opportunity by half). Generally, an executive officer will earn an annual incentive award based on performance against pre-established plan goals. However, the committee always retains discretion to adjust awards in the case of compelling individual performance or other extraordinary circumstances. Individual AIP awards are calculated as follows: The chief executive officer and corporate function employees, including the chief financial officer and chief administration officer, receive annual bonuses based on a weighting of earned funding of the AIP for the business segments — 40 percent for Timberlands, 20 percent for Real Estate, Energy & Natural Resources and 40 percent for Wood Products. This funding mechanism is designed to align the chief executive officer and chief financial officer and other corporate function executive leaders with the goals, priorities and success of all of our businesses, in which they each play a critical role. Beginning with the 2026 plan year, AIP bonus awards for all executive officers will be based on the financial funding results for all business segments using the same weightings used for corporate function participants. The Compensation Committee believes this funding mechanism reflects the integrated nature of our businesses and how we operate and create value as a company in alignment with our company-wide growth strategy.

  69. AIP Funding for 2025

    AIP Funding for 2025 For 2025, AIP funding multiples were as follows:

  70. AIP Funding for 2025

    | | Financial Performance Metrics | | Controllable Business Metrics | | | | Business (Financial Measure) | 2025 Financial Results | Funding Multiple (A) | 2025 Business Metrics Results | Funding Multiple (B) | 2025 Total Business Funding Multiple (A+B) | | Timberlands | $581 million(1) | 0.60 | High Achieves | 0.72 | 1.32 | | Real Estate, Energy & Natural Resources | $411 million(2) | 1.20 | High Achieves | 0.52 | 1.72 | | Wood Products | 0.9%(3) | 0.00 | Low Achieves | 0.28 | 0.28 | | Corporate Funding(4) | N/A | 0.48 | N/A | 0.50 | 0.98 |

  71. AIP Funding for 2025

    | (1) Reflects segment Adjusted EBITDA. |

  72. AIP Funding for 2025

    | (2) Reflects segment Adjusted EBITDA, which includes Climate Solutions Adjusted EBITDA of $119 million. Financial results and funding multiple are based on a 75 percent weighting of segment Adjusted EBITDA and a 25 percent weighting of Climate Solutions Adjusted EBITDA. |

  73. AIP Funding for 2025

    | (3) Reflects segment RONA. |

  74. AIP Funding for 2025

    | (4) Corporate funding is based on combined segment performance weighted 40 percent Timberlands, 20 percent Real Estate, Energy & Natural Resources, and 40 percent Wood Products. |

  75. AIP Funding for 2025

    AIP bonus targets and actual payout amounts for 2025 were as follows:

  76. AIP Funding for 2025

    | Named Executive Officer | Target Bonus (% of base salary) | Target Bonus Amount ($) | Funding Multiple | 2025 Bonus Paid ($) | 2025 Bonus Paid (% of target) | | Devin W. Stockfish Corporate | 165% | $2,145,000 | 0.98 | $2,102,000 | 98% | | David M. Wold Corporate | 110% | $786,500 | 0.98 | $771,000 | 98% | | Paul Hossain Real Estate, Energy & Natural Resources | 100% | $605,000 | 1.72 | $1,041,000 | 172% | | Travis A. Keatley Timberlands | 100% | $655,000 | 1.32 | $865,000 | 132% | | Denise M. Merle Corporate | 100% | $660,000 | 0.98 | $650,000 | 98% |

  77. AIP Funding for 2025

    The earned AIP bonus for each of Messrs. Hossain and Keatley was above target because the business funding multiples applicable to their respective AIP opportunities exceeded target performance. The earned AIP bonus for each of Messrs. Stockfish and Wold and for Ms. Merle was based on the weighted combined funding multiples achieved by the Timberlands, Real Estate, Energy & Natural Resources and Wood Products segments. Any adjustments to earned bonus amounts were made by the Compensation Committee solely for rounding of the bonuses paid.

  78. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Each year the Compensation Committee sets target long-term incentive award opportunities for each of the company’s executives, including our NEOs. Target award opportunities are aligned with the median range of peer companies, reflecting the company’s desire to have a greater proportion of pay tied to performance and long-term shareholder value. Grants of long-term incentives are not guaranteed. Participants do not receive an equity grant if performance against their performance goals does not meet minimum standards. The Compensation Committee also considers competitive market conditions, expected future contributions to the company and retention concerns in determining the final grants to executive officers. Our long-term incentive program comprises two types of awards:

  79. Long-Term Incentive Compensation

    | • | PSU awards, which measure performance over a three-year performance period and are settled in shares of common stock |

  80. Long-Term Incentive Compensation

    | • | RSU awards, which vest ratably over a four-year period and are settled in shares of common stock |

  81. Long-Term Incentive Compensation

    Our long-term incentive awards effectively align the interests of our senior executives and our shareholders by rewarding stock price appreciation and cash returns to our shareholders. Each award type accrues additional dividend equivalent units as we pay dividends to our shareholders, and these dividend equivalent units are subject to the same performance and vesting conditions that apply to the underlying award. The committee approves annual long-term incentive grants of PSUs and RSUs to employees each year at its regular meeting in February, which typically is within two weeks after the company publicly releases earnings. The effective date of the annual equity grants is the date of the full board meeting, which for the 2025 grants was February 14, 2025, the day immediately following the date of the committee meeting.

  82. Total Long-Term Incentive Compensation Grants

    Total Long-Term Incentive Compensation Grants The Compensation Committee established a target level of long-term incentives for each NEO relative to long-term incentive levels based on the results of our competitive market analysis, which is discussed in greater detail in Compensation Philosophy and Principles — Competitive Pay To Attract and Retain Talent on page 27. For 2025, the target long-term incentive values for the NEOs were as follows:

  83. Total Long-Term Incentive Compensation Grants

    | Named Executive Officer | 2025 Target Long-Term Incentive Value | | Devin W. Stockfish | $10,500,000 | | David M. Wold | $2,600,000 | | Paul Hossain | $1,925,000 | | Travis A. Keatley | $2,250,000 | | Denise M. Merle | $1,950,000 |

  84. Total Long-Term Incentive Compensation Grants

    These amounts reflect the approved target value of long-term incentive compensation granted to each NEO in 2025, which consist of PSUs and RSUs. The actual grant date fair values of these grants, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”) and reported in the Summary Compensation Table on page 40 and the Grants of Plan-Based Awards for 2025 table on page 42, typically differ from the values shown above due to differences between the estimated Monte Carlo simulation value used to determine the target number of PSUs and the actual Monte Carlo simulation value on the grant date. For 2025, 60 percent of the target value of the long-term incentive awards was granted in the form of PSUs and 40 percent of the value of the long-term incentive awards was granted in the form of RSUs.

  85. Performance Share Unit Awards

    Performance Share Unit Awards PSUs are designed to align pay and long-term performance, a key objective of our compensation program. We grant PSUs to executive officers to incentivize production of superior long-term shareholder returns through achievement of long-term operational and strategic business goals. A target number of PSUs were granted to the NEOs in 2025, as shown in the following table. The number of PSUs granted were based on 60 percent of the total long-term incentive target value and the grant date fair value per PSU calculated in accordance ASC Topic 718.

  86. Performance Share Unit Awards

    | Named Executive Officer | Performance Share Units | | Devin W. Stockfish | 183,256 | | David M. Wold | 45,377 | | Paul Hossain | 33,597 | | Travis A. Keatley | 39,269 | | Denise M. Merle | 34,033 |

  87. Performance Share Unit Awards

    For the 2025 PSU awards, performance will be measured over a three-year performance period concluding on December 31, 2027, based on our TSR relative to that of an industry peer group. The industry peer group is comprised of 25 companies that compete with one or more of our business units, including timberland REITs, forest products companies and building products distribution companies. The actual number of PSUs earned will range from 0 percent to 150 percent of the target number of PSUs granted based on the company’s performance against the peer group over a three-year performance period, which is certified by the Compensation Committee. In the event of negative absolute company TSR performance, the maximum number of PSUs that may be earned is 100 percent of target, regardless of relative performance against the comparator group. Earned awards will vest on March 1, 2028. Dividends paid on the company’s common stock during the period when PSUs are outstanding are credited as dividend equivalents that are reinvested in additional PSUs, which are settled in additional shares to the same extent as the underlying PSU is earned. Payout percentages at various levels of relative TSR performance for the 2025 PSUs are illustrated in the table below:

  88. Performance Share Unit Awards

    | TSR Percentile Rank Against Peer Group (100% Weighting) | Payout % of Target Awards(1) | | < 25th percentile | 0% | | 25th percentile | 50% | | 50th percentile | 100% | | ≥ 75th percentile | 150% |

  89. Performance Share Unit Awards

    | (1) Payout percentages for performance above threshold (TSR performance above the 25th percentile) will be linearly interpolated between percentiles. |

  90. 2023—2025 PSU Performance

    2023—2025 PSU Performance The three-year performance period for the 2023 PSU award concluded on December 31, 2025. Performance goals for these PSUs were based on our TSR relative to an industry peer group of 25 companies that remained publicly traded for the full performance period. Over the performance period, the company’s TSR ranked at the 33.3 percentile, which resulted in 66.6 percent of target PSUs being earned by our NEOs. Earned PSU shares vested on March 1, 2026.

  91. Changes to PSU Plan Performance Goals for 2026

    Changes to PSU Plan Performance Goals for 2026 In January 2026, the Compensation Committee approved certain changes to the PSU award beginning with 2026 annual grants. To more accurately represent our peers and competition across our business segments, the peer group for the relative TSR performance goal has been modified to add three relevant packaging companies, a large-cap REIT index (NAREIT 50) and a private Timberlands index (NCREIF), and additional weighting has been placed on key competitors for the Timberlands business. To directly align management’s strategic focus with the financial impact of strategic initiatives within the company’s new multi-year growth strategy announced in December 2025, the committee also added a new financial performance goal measuring adjusted incremental EBITDA per share growth over the performance period. The relative TSR performance goal is weighted at 75 percent and the financial performance goal is weighted at 25 percent. In addition, starting with 2026 grants, PSU shares earned in connection with relative TSR performance (net of tax withholding) will carry a one-year holding period from the date of vesting for executive officers, and the payout cap of target performance in the case of negative TSR will reduce earned PSU shares by up to 25 percent of target.

  92. Restricted Stock Unit Awards

    Restricted Stock Unit Awards The company grants RSU awards to align the interests of executive officers with those of our shareholders by creating a strong incentive to create and preserve long-term shareholder value. Through RSUs, executive officers, like our shareholders, share both the risks and rewards of stock ownership. In addition, RSUs reward TSR, whether delivered through share price appreciation or dividends. The company believes this is appropriate since, as a REIT, we have dividend distribution requirements that lead to a significant portion of our TSR being delivered through dividends. Through multi-year vesting, the RSU grants also serve as a strong retention vehicle. RSUs vest ratably over four years, with 25 percent vesting on March 1 of each year beginning in the year following the year the grant is made. RSU grants made outside of the annual grant cycle vest each year on the anniversary date of the grant. During the vesting period, unvested RSU awards are credited with dividend equivalent units, which are subject to the same vesting schedules as the underlying awards. In 2025, the following RSU awards were granted to the NEOs. The number of RSUs granted were based on 40 percent of the total long-term incentive target value and the grant date fair value per RSU as calculated in accordance with ASC Topic 718.

  93. Restricted Stock Unit Awards

    | Named Executive Officer | Restricted Stock Units | | Devin W. Stockfish | 140,374 | | David M. Wold | 34,759 | | Paul Hossain | 25,735 | | Travis A. Keatley | 30,080 | | Denise M. Merle | 26,069 |

  94. Change of Control Agreements

    Change of Control Agreements The company has change of control agreements with each of its executive officers. Under these agreements, the executive receives cash severance benefits upon the executive’s involuntary termination of employment by the company without cause (as defined in the agreements) or resignation for good reason (as defined in the agreements), in each case, within 24 months following a change of control of the company. The benefit is not payable in the event of the applicable executive’s termination for cause, a resignation by the executive for any reason other than for good reason, or the executive’s mandatory retirement, death or disability. Benefit payments are subject to the company’s compensation recovery policy and similar forfeiture policies and are not payable in the event that benefits are payable under the applicable executive’s severance agreement. The agreements do not provide for payment of any “golden parachute” excise taxes, and all benefits are subject to a “double trigger” (meaning a change of control and a qualifying termination of employment). Outstanding equity awards are not covered under the agreements and are subject to the terms set forth in the company’s long-term incentive plans and applicable award agreements, which similarly require a change of control and either a qualifying termination of employment or a decision by the successor entity not to assume or replace the outstanding awards. The Compensation Committee believes that change of control policies are an important element of the executive compensation program, support shareholder value creation and are necessary to attract and retain top senior talent in a competitive market. The change of control agreements are intended to ensure that management can fairly consider potential change of control transactions that could result in loss of their jobs. Change of control benefits — cash severance payments and accelerated vesting and payout of equity grants — are intended to enable executive officers to have a balanced perspective in making overall business decisions and to be competitive within overall market practices. See the description of the change of control benefits, the specific factors that would trigger payment and the amounts that can be received in connection with a change of control in Potential Payments Upon Termination or Change of Control — Change of Control beginning on page 47.

  95. Severance Agreements

    Severance Agreements The company has severance agreements with each of its executive officers. Under these agreements, the executive receives severance benefits upon their termination of service with the company unless the termination is for cause (as defined in the agreements), is a result of the company’s mandatory retirement policy, is because of the death or disability of the executive or is because the executive leaves or retires voluntarily. Benefit payments are subject to the company’s compensation recovery policy and similar forfeiture policies and are not payable in the event that benefits are payable under the applicable executive’s change of control agreement. Outstanding equity awards are not covered under the agreements and are subject to the terms set forth in the company’s long-term incentive plans and applicable award agreements. The Compensation Committee believes that these severance policies are an important component of the executive compensation program and are necessary to attract and retain top senior talent in a competitive market. See the description of the severance benefits and the amounts that executive officers would receive as severance payments in Potential Payments Upon Termination or Change of Control — Severance beginning on page 47.

  96. Summary Compensation Table

    Summary Compensation Table

  97. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Stock Awards(2) ($) | Nonequity Incentive Plan Compensation(3) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) ($) | All Other Compensation(5) ($) | Total ($) | | Devin W. Stockfish President and Chief Executive Officer | 2025 2024 2023 | 1,300,000 1,300,000 1,275,000 | 10,155,810 9,552,782 9,406,128 | 2,102,000 1,915,485 2,001,000 | 399,375 159,317 330,403 | 26,500 25,361 9,900 | 13,983,685 12,952,945 13,022,431 | | David M. Wold Senior Vice President and Chief Financial Officer | 2025 2024 2023 | 705,577 669,231 628,750 | 2,514,742 2,237,344 1,944,149 | 771,000 640,000 632,000 | 204,848 58,703 115,388 | 37,169 25,984 9,900 | 4,233,336 3,631,262 3,330,187 | | Paul Hossain Senior Vice President and Chief Development Officer | 2025 | 599,211 | 1,861,894 | 1,041,000 | 18,317 | 171,731 | 3,692,153 | | Travis A. Keatley Senior Vice President, Timberlands | 2025 2024 2023 | 652,308 640,962 622,500 | 2,176,237 2,111,654 1,944,149 | 865,000 690,000 682,000 | 581,013 191,840 357,857 | 12,473 23,585 121,352 | 4,287,031 3,658,041 3,727,858 | | Denise M. Merle Senior Vice President and Chief Administration Officer | 2025 | 742,115 | 1,886,057 | 650,000 | 975,231 | 35,826 | 4,289,229 |

  98. Summary Compensation Table

    | (1) Amounts reflect the dollar amount of base salary paid in cash in the fiscal year. Additional information is provided in Base Salary on page 31. The amount for Ms. Merle includes a one-time payout of $88,846 for accrued but not paid vacation hours under the company’s previous vacation accrual policy. |

  99. Summary Compensation Table

    | (2) Amounts reflect the grant date fair value of RSU and PSU awards granted under the company’s long-term incentive plans computed in accordance with ASC Topic 718. Details regarding 2025 stock awards can be found in the Grants of Plan-Based Awards for 2025 table. Details regarding outstanding stock awards can be found in the Outstanding Equity Awards at 2025 Fiscal Year End table. For more information regarding these awards and the assumptions used in calculating their fair value, refer to the company’s disclosure in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, Part II, Item 8, Notes to Consolidated Financial Statements—Note 15 Share-Based Compensation. The value of the PSU awards assuming the highest level of performance is achieved (which would result in 150 percent of the PSUs granted being earned) would be as follows: Mr. Stockfish, $8,933,730 (2025), $8,629,205 (2024) and $8,409,220 (2023); Mr. Wold, $2,212,129 (2025), $2,021,018 (2024) and $1,731,235 (2023); Mr. Hossain, $1,637,854 (2025); Mr. Keatley, $1,914,364 (2025), $1,907,488 (2024) and $1,731,235 (2023); and Ms. Merle, $1,659,109 (2025). |

  100. Summary Compensation Table

    | (3) Amounts represent the annual cash incentive awards earned under the company’s AIP. AIP performance goals for 2025 are described in Compensation Discussion and Analysis — Compensation Program Design — Compensation Components — Short-Term Incentive Plan beginning on page 31. |

  101. Summary Compensation Table

    | (4) Amounts represent annual changes in the actuarial present value of accumulated pension benefits. |

  102. Summary Compensation Table

    | (5) Amounts under “All Other Compensation” for 2025 are as follows: |

  103. Summary Compensation Table

    | Name | Company Contribution to Defined Contribution Plans(a) ($) | Other(b) ($) | Total ($) | | Devin W. Stockfish | 10,500 | 16,000 | 26,500 | | David M. Wold | 10,500 | 26,669 | 37,169 | | Paul Hossain | 55,961 | 115,770 | 171,731 | | Travis A. Keatley | 10,500 | 1,973 | 12,473 | | Denise M. Merle | 10,500 | 25,326 | 35,826 |

  104. Summary Compensation Table

    | (a) Amounts for all NEOs include a matching contribution of $10,500 to the company’s 401(k) plan. For Mr. Hossain, the amount also includes a nonelective company contribution of $17,500 to the company’s 401(k) plan and a nonelective company contribution of $27,961 to the Supplemental DC Plan. See discussion under Compensation Discussion and Analysis — Compensation Program Design — Supplemental Retirement Plan and Supplemental Defined Contribution Plan on page 38 for more information about these payments. |

  105. Summary Compensation Table

    | (b) Amounts reflect the incremental cost to the company for certain NEO personal benefits and perquisites as follows: for Mr. Stockfish, $16,000 for financial planning services; for Mr. Wold, $10,669 for executive health screening and $16,000 for financial planning services; for Mr. Hossain, $10,541 for executive health screening and $105,229 for relocation expenses; for Mr. Keatley, $1,973 for financial planning services; and for Ms. Merle, $9,326 for executive health screening and $16,000 for financial planning services. |

  106. Grants of Plan-Based Awards for 2025

    Grants of Plan-Based Awards for 2025 The following table provides information for each of our NEOs regarding 2025 annual and long-term incentive award opportunities, including the range of potential payouts under non-equity and equity incentive plans. Specifically, the table presents the 2025 grants of AIP, PSU and RSU awards.

  107. Grants of Plan-Based Awards for 2025

    | | | | Estimated Future Payouts Under Non-Equity Plan Awards(2) | | | Estimated Future Payouts Under Equity Plan Awards(2) | | | | | | Name | Type of Award | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Stock Awards; Number of Shares or Stock Units(3) (#) | Grant Date Fair Value of Stock Awards(4) ($) | | Devin W. Stockfish | AIP | 02/14/2025 | 429,000 | 2,145,000 | 4,290,000 | | | | | | | | PSU | 02/14/2025 | | | | 91,628 | 183,256 | 274,884 | | 5,955,820 | | | RSU | 02/14/2025 | | | | | | | 140,374 | 4,199,990 | | David M. Wold | AIP | 02/14/2025 | 157,300 | 786,500 | 1,573,000 | | | | | | | | PSU | 02/14/2025 | | | | 22,689 | 45,377 | 68,066 | | 1,474,753 | | | RSU | 02/14/2025 | | | | | | | 34,759 | 1,039,989 | | Paul Hossain | AIP | 02/14/2025 | 121,000 | 605,000 | 1,210,000 | | | | | | | | PSU | 02/14/2025 | | | | 16,799 | 33,597 | 50,396 | | 1,091,903 | | | RSU | 02/14/2025 | | | | | | | 25,735 | 769,991 | | Travis A. Keatley | AIP | 02/14/2025 | 131,000 | 655,000 | 1,310,000 | | | | | | | | PSU | 02/14/2025 | | | | 19,635 | 39,269 | 58,904 | | 1,276,243 | | | RSU | 02/14/2025 | | | | | | | 30,080 | 899,994 | | Denise M. Merle | AIP | 02/14/2025 | 132,000 | 660,000 | 1,320,000 | | | | | | | | PSU | 02/14/2025 | | | | 17,017 | 34,033 | 51,050 | | 1,106,073 | | | RSU | 02/14/2025 | | | | | | | 26,069 | 779,984 |

  108. Grants of Plan-Based Awards for 2025

    | (1) Beginning with the 2024 grant-year cycle, the date of the board of directors meeting is the effective grant date for equity plan awards and AIP award opportunities made to the NEOs. Compensation decisions for the NEOs are made by the Compensation Committee and are approved and ratified by the independent members of the board of directors based upon the Compensation Committee's recommendations. |

  109. Grants of Plan-Based Awards for 2025

    | (2) Amounts represent the value of potential payments under the company’s AIP and the number of shares that may be earned under the PSU plan. These plans and awards are described in the Short-Term Incentive Plan section beginning on page 31 and Long-Term Incentive Compensation section beginning on page 35 under Compensation Discussion and Analysis — Compensation Program Design. |

  110. Grants of Plan-Based Awards for 2025

    | (3) Amounts represent RSUs granted under the company’s long-term incentive plan. These awards are described in the Long-Term Incentive Compensation section under Compensation Discussion and Analysis — Compensation Program Design beginning on page 35. |

  111. Grants of Plan-Based Awards for 2025

    | (4) Amounts reflect the grant date fair value of PSU and RSU awards granted under the company’s long-term incentive plan computed in accordance with ASC Topic 718. Details regarding outstanding equity awards can be found in the Outstanding Equity Awards at 2025 Fiscal Year End table on page 43. For more information regarding these awards and the calculation of their fair value, refer to the company’s disclosure in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, Part II, Item 8, Notes to Consolidated Financial Statements — Note 15 Share-Based Compensation. |

  112. Outstanding Equity Awards at 2025 Fiscal Year End

    Outstanding Equity Awards at 2025 Fiscal Year End The following table provides information regarding outstanding and unvested stock awards held by each of our NEOs as of December 31, 2025.

  113. Outstanding Equity Awards at 2025 Fiscal Year End

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested(1)(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested(1)(3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested(1) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(1)(4) ($) | | Devin W. Stockfish | 02/11/2022 | 24,395 | 577,918 | — | — | | | 02/10/2023 | 63,349 | 1,500,738 | — | — | | | 02/10/2023 | 111,418 | 2,639,492 | — | — | | | 02/09/2024 | 91,552 | 2,168,867 | 161,466 | 3,825,130 | | | 02/14/2025 | 144,983 | 3,434,647 | 189,274 | 4,483,901 | | David M. Wold | 02/10/2022 | 1,151 | 27,267 | — | — | | | 05/16/2022 | 2,669 | 63,229 | — | — | | | 02/09/2023 | 13,043 | 308,989 | —- | — | | | 02/09/2023 | 22,938 | 543,401 | — | — | | | 02/09/2024 | 21,442 | 507,961 | 37,816 | 895,861 | | | 02/14/2025 | 35,900 | 850,471 | 46,867 | 1,110,279 | | Paul Hossain | 02/10/2022 | 1,540 | 36,483 | — | — | | | 02/09/2023 | 3,467 | 82,133 | — | — | | | 02/09/2023 | 2,709 | 64,176 | — | — | | | 02/09/2024 | 5,059 | 119,848 | 3,965 | 93,931 | | | 02/14/2025 | 26,580 | 629,680 | 34,700 | 822,043 | | Travis A. Keatley | 02/10/2022 | 5,216 | 123,567 | — | — | | | 02/09/2023 | 13,043 | 308,989 | — | — | | | 02/09/2023 | 22,938 | 543,401 | — | — | | | 02/09/2024 | 20,238 | 479,438 | 35,692 | 845,543 | | | 02/14/2025 | 31,067 | 735,977 | 40,558 | 960,819 | | Denise M. Merle | 02/10/2022 | 4,751 | 112,551 | — | — | | | 02/09/2023 | 11,128 | 263,622 | — | — | | | 02/09/2023 | 20,324 | 481,476 | — | — | | | 02/09/2024 | 16,472 | 390,222 | 30,168 | 714,680 | | | 02/14/2025 | 25,929 | 614,258 | 35,150 | 832,704 |

  114. Outstanding Equity Awards at 2025 Fiscal Year End

    | (1) “Stock Awards” represent outstanding RSUs and PSUs. RSUs granted on May 16, 2022, vest in 25 percent increments over four years, beginning 12 months following the grant date. RSUs granted on February 10, 2022; February 11, 2022; February 9, 2023; February 10, 2023; February 9, 2024; and February 14, 2025, vest in 25 percent increments over four years on March 1 of each year beginning one year after the grant was made. PSUs granted on February 9, 2023, and February 10, 2023, are earned based on relative company performance at the end of the performance period concluding on December 31, 2025, and vest on March 1, 2026. PSUs granted on February 9, 2024, are earned based on relative company performance at the end of the performance period concluding on December 31, 2026, and vest on March 1, 2027. PSUs granted on February 14, 2025, are earned based on relative company performance at the end of the performance period concluding on December 31, 2027, and vest on March 1, 2028. |

  115. Outstanding Equity Awards at 2025 Fiscal Year End

    | (2) In accordance with SEC disclosure rules, the number of units in this column also include PSUs granted in 2023, the performance period for which was concluded on December 31, 2025, based on the actual performance (66.6 percent of target shares) of the award. |

  116. Outstanding Equity Awards at 2025 Fiscal Year End

    | (3) Values were computed by multiplying the closing market price of $23.69 for the company’s common stock on December 31, 2025, by the number of units. |

  117. Outstanding Equity Awards at 2025 Fiscal Year End

    | (4) Represents the estimated value of the 2024 and 2025 PSU awards as of December 31, 2025. Amounts shown are estimates calculated in accordance with SEC disclosure rules. The estimated value of the PSUs is the product of: (i) the number of unearned PSUs, multiplied by (ii) the market price of $23.69 for the company’s common stock on December 31, 2025. The number of unearned PSUs granted in 2024 is the product of target units granted, multiplied by 100 percent because the estimated performance as of December 31, 2025, is above “threshold” performance. The number of unearned PSUs granted in 2025 is the product of target units granted, multiplied by 100 percent because the estimated performance as of December 31, 2025, is above “threshold” performance, as well. |

  118. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table provides information for each of our NEOs regarding stock option exercises and vesting of stock awards. The value realized upon the exercise of options is calculated using the difference between the option exercise price and the market price of the company’s common stock at the time of exercise multiplied by the number of shares underlying the option acquired upon exercise. The value realized upon the vesting of stock awards is based on the closing market price of the company’s common stock on the trading day immediately prior to the vesting date.

  119. Option Exercises and Stock Vested in 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Devin W. Stockfish | 90,162 | 21,783 | 156,024 | 4,694,008 | | David M. Wold | — | — | 24,236 | 698,119 | | Paul Hossain | — | — | 7,518 | 226,323 | | Travis A. Keatley | — | — | 33,511 | 990,028 | | Denise M. Merle | — | — | 33,038 | 977,873 |

  120. Pension Benefits

    Pension Benefits The following table provides information as of December 31, 2025, for each of our NEOs regarding the actuarial present value of the officer’s total accumulated benefit under each of our applicable defined benefit plans. No payments were made under these plans to any of our NEOs during 2025. All NEOs are vested in their pension plan benefits.

  121. Pension Benefits

    | Name | Plan Name | Years of Credited Service Earned Under Formula A(1) (#) | Present Value of Accumulated Benefit Earned Under Formula A(2) ($) | Years of Credited Service Earned Under Formula B(3) (#) | Present Value of Accumulated Benefit Earned Under Formula B(4) ($) | Total Years of Credited Service(5) (#) | Total Present Value of Accumulated Benefit(6) ($) | | Devin W. Stockfish | Pension Plan | — | — | 13 | 283,631 | 13 | 283,631 | | | Supplemental Retirement Plan | — | — | 13 | 1,819,140 | 13 | 1,819,140 | | David M. Wold | Pension Plan | — | — | 12 | 177,027 | 12 | 177,027 | | | Supplemental Retirement Plan | — | — | 12 | 383,917 | 12 | 383,917 | | Paul Hossain | Pension Plan | — | — | — | — | 10 | 214,456 | | | Supplemental Retirement Plan | — | — | — | — | 10 | 37,044 | | Travis A. Keatley | Pension Plan | 10 | 329,384 | 16 | 301,890 | 26 | 631,274 | | | Supplemental Retirement Plan | 10 | 842,279 | 16 | 768,470 | 26 | 1,610,749 | | Denise M. Merle | Pension Plan | 27 | 1,682,160 | 16 | 596,783 | 43 | 2,278,943 | | | Supplemental Retirement Plan | 27 | 4,876,472 | 16 | 1,642,543 | 43 | 6,519,015 |

  122. Pension Benefits

    | (1) Number of years of credited service as of December 31, 2009, rounded to the nearest whole year of credited service. These years of service are used for calculating Formula A accrued benefit only. |

  123. Pension Benefits

    | (2) Actuarial present value of accumulated benefit computed as of the same pension plan measurement date used for financial reporting purposes under Financial Accounting Standards Board Accounting Standards Codification Topic 715 with respect to the company’s audited financial statements for fiscal year 2025, using age 62, which is the earliest unreduced retirement age for the portion of the benefit earned under Formula A, or executive’s actual age, if greater. Estimates are based on current compensation and years of service. |

  124. Pension Benefits

    | (3) Number of years of credited service computed beginning on January 1, 2010, and ending as of the same pension plan measurement date used for financial reporting purposes under Financial Accounting Standards Board Accounting Standards Codification Topic 715 with respect to the company’s audited financial statements for fiscal year 2025, rounded to the nearest whole year of credited service. These years of service are used for calculating Formula B accrued benefits only. |

  125. Pension Benefits

    | (4) Actuarial present value of accumulated benefit computed as of the same pension plan measurement date used for financial reporting purposes under Financial Accounting Standards Board Accounting Standards Codification Topic 715 with respect to the company’s audited financial statements for fiscal year 2025, calculated using age 65, which is the earliest unreduced retirement age for the portion of the benefit earned under Formula B, or the executive’s actual age, if greater. Estimates are based on current compensation and years of service. |

  126. Pension Benefits

    | (5) Amounts represent total years of credited service for Messrs. Stockfish, Wold, Keatley and Ms. Merle under Formula A and Formula B of the Weyerhaeuser pension plans and total years of credited service for Mr. Hossain under legacy pension plans assumed by Weyerhaeuser in connection with its merger with Plum Creek Timber Company, Inc. in 2016. Mr. Hossain’s benefits under the Plum Creek legacy pension plans were frozen, and he ceased accruing benefits thereunder from and after the date of the merger, except as discussed below. |

  127. Pension Benefits

    | (6) Amounts for Messrs. Stockfish and Wold represent the total actuarial present value of accumulated benefit under Formula B of the Weyerhaeuser pension plans, using the applicable earliest unreduced retirement age specified above. Amounts for Mr. Keatley and Ms. Merle represent the total actuarial present value of accumulated benefit under Formula A and Formula B of the Weyerhaeuser pension plans, using the applicable earliest unreduced retirement age specified above. Amounts for Mr. Hossain represent the total actuarial present value of the accumulated benefits under the Plum Creek legacy pension plans using the plans’ normal retirement age of 65. Estimates for Messrs. Stockfish, Wold, Keatley and Ms. Merle are based on current compensation and years of service. For more information regarding the method and assumptions applied in calculating the present value of accumulated benefits, refer to the company’s disclosure in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, Part II, Item 8, Notes to Consolidated Financial Statements — Note 8 Pension and Other Post-Employment Benefit Plans. |

  128. Pension Benefits

    The company maintains two pension plans in which Messrs. Stockfish, Wold, Keatley and Ms. Merle are eligible to participate: the Weyerhaeuser Pension Plan, a noncontributory, tax-qualified defined benefit pension plan, and the Supplemental Retirement Plan, a noncontributory, nonqualified retirement pension plan. Benefits under the Weyerhaeuser Pension Plan accrue for salaried employees under two separate formulas: Formula A, for service accrued prior to January 1, 2010; and Formula B, for service accrued on and after January 1, 2010. The annual retirement benefit payable upon normal retirement under Formula A is equal to (i) 1.1 percent of the participant’s average annual salary for the highest five consecutive years during the 10 calendar years before retirement, multiplied by the years of credited service accrued through December 31, 2009, plus (ii) 0.45 percent of such highest average annual salary in excess of the participant’s Social Security Integration Level (as such term is defined in the Weyerhaeuser Pension Plan), multiplied by the number of years of credited service accrued through December 31, 2009. The annual retirement benefit payable upon normal retirement under Formula B is equal to (i) 0.8 percent of the participant’s average annual salary for the highest five consecutive years during the 10 calendar years before retirement, multiplied by the years of credited service accrued on and after January 1, 2010, plus (ii) 0.3 percent of such highest average annual salary in excess of the participant’s Social Security Integration Level (as such term is defined in the Weyerhaeuser Pension Plan), multiplied by the number of years of credited service accrued on and after January 1, 2010. NEOs whose pension plan benefit exceeds IRC limitations for tax-qualified plans accrue benefits under the Supplemental Retirement Plan. Benefits from the Supplemental Retirement Plan are paid from the general funds of the company and are determined by applying the applicable formula under the Weyerhaeuser Pension Plan for salaried employees but include benefits and compensation that exceed the IRC limitations. Normal retirement age for salaried employees is 65 under the Weyerhaeuser Pension Plan and the Supplemental Retirement Plan. Under the terms of the plans, Messrs. Stockfish, Wold and Keatley and Ms. Merle are eligible for early retirement at age 55 with at least 10 years of service. Before normal retirement at age 65, Mr. Keatley’s and Ms. Merle’s benefit under Formula A ranges from 72 percent to 100 percent, and Messrs. Stockfish, Wold and Keatley and Ms. Merle’s benefits under Formula B range from approximately 47 percent to 100 percent. The Weyerhaeuser Pension Plan and Supplemental Retirement Plan are closed to new hires and rehires effective January 1, 2014. Mr. Hossain was hired after January 1, 2014, and is thus not eligible to participate in either of the Weyerhaeuser pension plans. Mr. Hossain is vested in pension benefits under the terms of legacy tax-qualified and supplemental pension plans assumed by the company in connection with its 2016 merger with Plum Creek Timber Company, Inc. Benefits for Mr. Hossain accrued under these plans according to a cash balance formula payable to him upon retirement. Mr. Hossain’s benefits under these plans were frozen, and he ceased to accrue benefits from and after the time of the Plum Creek merger, except that his benefit continues to accrue an interest credit tied to the 30-year Treasury interest rate. Normal retirement age under the Plum Creek legacy cash-balance plans is age 65. The form of benefit is a lump sum of the cash balance as of the benefit commencement date, or for the tax-qualified portion, he may elect an optional monthly annuity.

  129. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table provides information for each of our NEOs regarding aggregate executive and company contributions, aggregate earnings for 2025 and year-end account balances under the company’s deferred compensation plan.

  130. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY(2) ($) | Aggregate Earnings in Last FY(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE(4) ($) | | Devin W. Stockfish | — | — | 57,077 | — | 1,078,297 | | David M. Wold | — | — | — | — | — | | Paul Hossain | — | 27,961 | 27,401 | — | 236,829 | | Travis A. Keatley | 86,500 | — | 17,022 | — | 333,347 | | Denise M. Merle | — | — | (12,704) | — | 977,807 |

  131. Nonqualified Deferred Compensation

    | (1) Amount represents a portion of Mr. Keatley’s AIP award compensation deferred at his election. This amount is included in the amount reported in the Summary Compensation Table under the “Nonequity Incentive Plan Compensation” column. |

  132. Nonqualified Deferred Compensation

    | (2) Amount represents nonelective employer contributions under the Supplemental DC Plan. This amount is included in the amounts reported in the Summary Compensation Table under “All Other Compensation”. |

  133. Nonqualified Deferred Compensation

    | (3) Amounts represent fiscal 2025 earnings, which include interest on amounts deferred into the fixed-interest account and gains or losses on amounts deferred into the stock equivalent account of the deferral plan for Messrs. Stockfish and Keatley and Ms. Merle, and earnings on Supplemental DC Plan account investments for Mr. Hossain. These amounts are not included in the Summary Compensation Table because none of the earnings were preferential. |

  134. Nonqualified Deferred Compensation

    | (4) Amounts include interest earned on amounts deferred into the fixed-interest account of the deferral plan for Messrs. Stockfish and Keatley and Ms. Merle, and earnings on Supplemental DC Plan account investments for Mr. Hossain. Year-end balance amounts include compensation reported in summary compensation tables for years prior to 2025 in which the individual was an NEO as follows: Mr. Stockfish, $694,290 and Mr. Keatley, $197,700. |

  135. Nonqualified Deferred Compensation

    NEOs are eligible to participate in the deferred compensation plan. The plan provides the opportunity to defer base salary and cash incentive awards for payment at a future date. NEOs may defer between 10 percent and 50 percent of their base salary and up to 100 percent of an incentive cash award. The interest credited for deferred cash is determined each year by the Compensation Committee. The current interest rate formula is 120 percent of the AFR as published by the IRS in January of the plan year. NEOs may also choose to defer all or a portion of any cash incentive awards into a deferred compensation plan account denominated in stock equivalent units for a minimum five-year deferral period. Stock equivalent deferrals are credited with a premium determined each year by the Compensation Committee, applied at the time of the deferral. The current premium on stock equivalent deferrals is 15 percent. The amount designated to be deferred in the form of stock equivalent units (including the premium) is divided by the median closing price per share of company common stock over the last 11 trading days of January to determine the number of deferred stock equivalent units to be credited to the NEO’s account. Deferred stock equivalent units earn dividends equal to dividends paid on company common stock, which are credited as additional stock equivalent units. The value of the deferred account grows or declines based on the performance of Weyerhaeuser common stock and the amount of paid dividends. The premium, including any appreciation and dividend equivalent units earned thereon, is forfeited if the NEO’s separation of service to the company occurs prior to the mandatory five-year deferral period unless the separation is due to death, disability or retirement, or is a qualified termination following a change of control. The timing of payment of deferred compensation varies depending on when the compensation was deferred and whether it was deferred into a cash account or into a stock equivalent account. For payment of deferrals made in years on or after 2015 but prior to 2023 (whether into cash or stock equivalent accounts), amounts are paid in cash in the calendar year following the year of the NEO’s separation from service. Payments are made in either a lump sum or up to ten annual installments at the election of the NEO at the time the deferral election is made. For payments from base salary and cash award accounts for deferrals in years on or after 2023, amounts are paid to the NEO (i) the year specified by the NEO or (ii) the year after the NEO’s separation from service, whichever comes first. Payments are made in either a lump sum or up to ten annual installments if made after the NEO’s separation from service. In-service payments are made in either a lump sum or up to five annual installments. In each case, the form and timing of such payments are made at the election of the NEO at the time the deferral election is made. For payments from stock equivalent accounts, amounts are paid to the NEO beginning the year after the NEO’s separation from service. Such payments are made in a lump sum or up to ten annual payments at the election of the NEO at the time the deferral election is made. Payments from the stock equivalent accounts are made in cash and are determined by multiplying the number of common stock equivalent units in the NEO’s account by the median closing price per share of company common stock over the last 11 trading days of January. No withdrawals or other distributions are permitted under the terms of the deferred compensation plan before the NEO’s specified payment date. All payout elections are made and administered in compliance with the requirements and limitations of IRC Section 409A. Mr. Hossain participated in the Supplemental DC Plan, which provides for nonelective employer contributions of (i) 5 percent of bonus pay and (ii) an excess amount that would otherwise be provided under the tax-qualified defined contribution 401(k) plan if IRC restrictions on the inclusion of deferred compensation in the definition of 401(k)-eligible pay and annual compensation limits did not apply. As discussed in our Compensation Discussion and Analysis — Compensation Program Design — Supplemental Retirement Plan and Supplemental Defined Contribution Plan on page 38, these benefits are provided to employees who were hired on or after January 1, 2014, and are therefore ineligible to participate in the company’s pension plans.

  136. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control

  137. CEO Pay Ratio

    CEO Pay Ratio Our CEO to median employee pay ratio is calculated in accordance with SEC rules and requirements. We identified the median employee by examining the 2025 total taxable compensation for all active employees, excluding our CEO, who were employed by us on a full- or part-time basis, or seasonally, as of December 31, 2025, and who received taxable compensation in 2025. We excluded only our Japanese employees, because they represent less than 5 percent of our total employee population. After excluding our 9 employees in Japan, our pay ratio was based on 9,401 of the 9,410 total number of our employees who received taxable compensation in 2025. We did not make any assumptions, adjustments or estimates with respect to total taxable compensation other than to exclude certain pre-tax deductions relating to health care expense, and we did not annualize the compensation for any permanent (full-time or part-time) employees who were not employed by us for all of 2025. We believe our use of total taxable compensation for these employees was appropriate because taxable income is a consistently applied compensation measure and the information is reasonably ascertainable. After identifying the median employee based on total taxable compensation, we calculated the employee’s annual total compensation using the same methodology we use for our NEOs, as set forth in the Summary Compensation Table. Based on this information, we estimate that the total annual compensation of our median employee for 2025 is $114,304. As reported in the Summary Compensation Table, the annual total compensation for our CEO for 2025 is $13,983,685. As a result, we estimate that our 2025 CEO to median employee pay ratio is 122:1. SEC rules for identifying the median employee and determining the CEO pay ratio permit companies to employ a wide range of methodologies, estimates and assumptions. As a result, the CEO pay ratios reported by many other companies are likely not comparable to our CEO pay ratio.

  138. Pay Versus Performance

    Pay Versus Performance As discussed in our Compensation Discussion and Analysis, our executive compensation program is designed to reflect a strong focus on pay-for-performance to drive superior financial results and value creation and strongly align our executives’ interests with those of our shareholders. For more information about our pay-for-performance philosophy and how that is incorporated in our executive compensation program, see the discussion on Compensation Philosophy and Principles — Pay-for-Performance on page 29 of our Compensation Discussion and Analysis. The following table and accompanying disclosures report “compensation actually paid” (“CAP”) to our CEO and the average of such pay to our other NEOs (“Non-CEO NEOs”), along with other specified financial performance measures. The amounts shown for CAP are calculated in accordance with SEC rules and do not reflect the actual amount of compensation earned by or paid to our NEOs.

  139. Pay Versus Performance Table

    Pay Versus Performance Table

  140. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for CEO(1) ($) | Compensation Actually Paid to CEO(2) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(3) ($) | Average Compensation Actually Paid to Non-CEO NEOs(2) ($) | Total Shareholder Return(4) ($) | Peer Group Total Shareholder Return(5) ($) | Net Income (in millions)(6) ($) | One-Year Relative TSR (percentile rank)(7) | | 2025 | 13,983,685 | 10,318,880 | 4,125,437 | 3,058,649 | 86.43 | 102.20 | 324 | 51.8th | | 2024 | 12,952,945 | 4,514,762 | 3,718,751 | 1,805,156 | 99.40 | 105.55 | 396 | 29.6th | | 2023 | 13,022,431 | 15,217,383 | 3,806,336 | 3,882,166 | 119.20 | 109.33 | 839 | 44.1st | | 2022 | 12,969,306 | 6,616,958 | 3,660,540 | 2,012,724 | 100.98 | 95.27 | 1,880 | 61.6th | | 2021 | 12,715,531 | 17,032,291 | 4,028,448 | 4,631,147 | 126.92 | 117.33 | 2,607 | 46.3rd |

  141. Pay Versus Performance Table

    (1)Represents total compensation reported for our CEO, Mr. Stockfish, as set forth in the “Total” column of the Summary Compensation Table for the applicable year. (2)Represents CAP as calculated in accordance with SEC rules. The following table shows the fiscal 2025 adjustments made to CEO total compensation and to the average total compensation of our Non-CEO NEOs in arriving at CAP.

  142. Pay Versus Performance Table

    | | CEO ($) | Average for Non-CEO NEOs ($) | | Summary Compensation Table Total | 13,983,685 | 4,125,437 | | Reported Grant Date Fair Value of Equity Awards(a) | (10,155,810) | (2,109,733) | | Equity Award Adjustments(b) | 6,647,412 | 1,419,222 | | Reported Change in the Actuarial Present Value of Pension Benefits(c) | (399,375) | (444,852) | | Pension Benefit Adjustments(d) | 242,968 | 68,575 | | Compensation Actually Paid | 10,318,880 | 3,058,649 |

  143. Pay Versus Performance Table

    | (a) Represents amounts reported in the “Stock Awards” column in the Summary Compensation Table for fiscal 2025. |

  144. Pay Versus Performance Table

    (b)Equity award adjustments for fiscal 2025 include the addition or subtraction of the following: (i) the year-end fair value of any equity awards granted in fiscal 2025 that are outstanding and unvested as of the end of the year; (ii) the change in fair value as of the end of fiscal 2025 (from the end of the prior fiscal year) of awards granted in prior years that are outstanding and unvested as of the end of fiscal 2025; (iii) for awards granted in fiscal 2025 that vested during fiscal 2025, the fair value as of the vesting date; (iv) for awards granted in prior years that vested during fiscal 2025, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year); and (v) for awards granted in prior years that were forfeited or otherwise determined to fail to meet vesting conditions during fiscal 2025, a deduction equal to the fair value of such awards at the end of the prior fiscal year. The dollar value of dividend equivalent units accrued on unvested equity awards during fiscal 2025 is reflected in the fair value of such awards. The valuation assumptions used to calculate fair values did not differ materially from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments for the CEO and the average for the non-CEO NEOs are set forth in the following table.

  145. Pay Versus Performance Table

    | | CEO ($) | Average for Non-CEO NEOs ($) | | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted During the Year | 7,862,135 | 1,627,353 | | Year-Over-Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Previous Years | (1,553,470) | (257,602) | | Fair Value at Vesting Date of Awards Granted and Vested During the Fiscal Year | — | 5,530 | | Change in Fair Value from End of Prior Year to Vesting Date of Awards Granted in Prior Fiscal Year That Vested During the Fiscal Year | 338,747 | 43,941 | | Prior Year-End Fair Value of Equity Awards Forfeited During the Year | — | — | | Total Equity Award Adjustments | 6,647,412 | 1,419,222 |

  146. Pay Versus Performance Table

    (c)Represents amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table for fiscal 2025. (d)Pension benefit adjustments for fiscal 2025 represent the actuarially determined service cost for services rendered during fiscal 2025 calculated in accordance with U.S. GAAP. There were no plan amendments or initiations during fiscal 2025 and thus no applicable cost of benefits for services rendered in periods prior to a plan amendment or initiation. The pension benefit adjustments were calculated as follows:

  147. Pay Versus Performance Table

    | | CEO ($) | Average for Non-CEO NEOs ($) | | Service Cost | 242,968 | 68,575 | | Prior Service Cost | — | — | | Total Pension Benefit Adjustments | 242,968 | 68,575 |

  148. Pay Versus Performance Table

    (3)Represents the average of the amounts of total compensation reported for our Non-CEO NEOs as set forth in the “Total” column of the Summary Compensation Table for the applicable year. Our Non-CEO NEOs for each year presented were as follows: for 2021, Nancy S. Loewe, Russell S. Hagen, Kristy T. Harlan and Keith J. O’Rear; for 2022, Nancy S. Loewe, David M. Wold, Russell S. Hagen, Travis A. Keatley and Keith J. O’Rear; for 2023, David M. Wold, Russell S. Hagen, Travis A. Keatley and Keith J. O’Rear; for 2024, David M. Wold, Russell S. Hagen, Kristy T. Harlan, Travis A. Keatley and Keith J. O’Rear; and for 2025, David M. Wold, Paul Hossain, Travis A. Keatley and Denise M. Merle. (4)Represents cumulative TSR of the company for the applicable year. (5)Represents cumulative TSR of the S&P Global Timber and Forestry Index for the applicable year. (6)Represents net income as reported in the company’s audited financial statements for the applicable year. (7)Represents the company’s percentile ranking for the applicable year based on its One-Year TSR relative to that of a comparator group of industry peers used in our PSU long-term incentive awards. The industry peer group for each applicable year corresponds to the composition of the peer group for the same PSU plan year. The Compensation Committee has identified One-Year Relative TSR as the “Company Selected Measure”. While the committee does not view this measure as the single most important financial measure of performance used in the company’s executive compensation program, we are required by SEC disclosure rules to select one such measure and identify it in the Pay Versus Performance Table as the “Company Selected Measure”. The committee chose this measure because relative TSR is used as a performance goal in the PSU plan, in which all NEOs participate. In the PSU plan, relative TSR is measured over a three-year performance period; however, pursuant to SEC guidance, we are required to disclose relative TSR for each fiscal year (a one-year period) in the table. Other important measures of performance, such as Adjusted EBITDA and RONA, are used in different combinations in our short-term incentive plan performance goals among the NEOs.

  149. Description of Relationships Between Compensation Actually Paid and Specified Financial Measures

    Description of Relationships Between Compensation Actually Paid and Specified Financial Measures The following graphs depict the general relationships between the financial performance measures and CAP amounts set forth above in the Pay Versus Performance Table. Fluctuations in CAP are generally driven by changes to the following: our stock price; changes to levels of projected and actual achievement of our PSU performance goals (which are based on our TSR relative to that of an industry peer group measured over a three-year performance period); changes in the degree of achievement of our short-term incentive plan goals; and, for pension service costs, changes to pension formula earnings (base pay and cash bonus) and key actuarial assumptions such as the applicable discount rate. Changes in the composition of our NEOs, particularly those involving newly appointed executive officers with relatively few outstanding equity awards, can also affect CAP from period to period.