WEYERHAEUSER CO

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

WEYERHAEUSER COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Forward-Looking Statements

This proxy statement contains statements concerning the company’s future results and performance that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and reference or suggest the anticipated occurrence of events or accomplishments in the future. These forward-looking statements are based on our current expectations and assumptions and are not guarantees of future events or performance. The realization of our expectations and the accuracy of our assumptions are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, those set forth in our 2025 Annual Report on Form 10-K, as well as those set forth from time to time in our other public statements, reports, registration statements, prospectuses, information statements and other filings with the SEC. It is not possible to predict or identify all risks and uncertainties that might affect the accuracy of our forward-looking statements and, consequently, our descriptions of such risks and uncertainties should not be considered exhaustive. There is no guarantee that any of the events anticipated by these forward-looking statements will occur, and if any of the events do occur, there is no guarantee what effect they will have on the company’s business, results of operations, cash flows, financial condition and future prospects. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events or otherwise.

Dear Shareholders

We are pleased to invite you to attend our company’s annual meeting of shareholders. We are entering a period of great opportunity for our company. In 2025, we achieved multi-year targets we established in 2021 and launched a new, transformative company-wide strategy to accelerate growth through 2030 — putting us in a position to further build on our legacy as a global leader in sustainable forestry, land management and wood products manufacturing.

This past year, we strengthened the value of our unmatched timberlands portfolio, broke ground on our new TimberStrand® engineered wood products facility in Arkansas, increased our dividend and returned $766 million in cash to shareholders. We also expanded our Climate Solutions offerings with a new biocarbon business and additional forest carbon credit issuances and continued to enhance our strong ESG foundation. These accomplishments were delivered against extremely challenging market conditions and underscore the resilience of our people, the strength of our portfolio and the durability of our capital allocation framework across market cycles. We look forward to sharing more performance highlights and covering other business matters at the annual meeting.

Whether or not you plan to attend the virtual annual meeting, your vote is important, and we urge you to share your voice and vote as soon as possible.

On behalf of your board of directors, thank you for your continued ownership and support of Weyerhaeuser.

Sincerely,

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