WEYERHAEUSER CO

NOTE 9: ACCRUED LIABILITIES

Accrued liabilities were comprised of the following:

NOTE 10: LINE OF CREDIT AND COMMERCIAL PAPER PROGRAM

OUR LINE OF CREDIT

In June 2025, we amended and restated our senior unsecured revolving credit facility to extend the expiration date to June 2030, while increasing borrowing capacity from $1.5 billion to $1.75 billion. Borrowings will bear interest at a floating rate based on either the adjusted term SOFR plus a spread or a mutually agreed-upon base rate plus a spread. As of December 31, 2025 and 2024, we hadno outstanding borrowings on the revolving credit facility. We were in compliance with the revolving credit facility covenants as of December 31, 2025 and December 31, 2024.

OUR COMMERCIAL PAPER PROGRAM

In November 2025, we established a commercial paper program under which we may issue short-term, unsecured commercial paper notes pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Under this program, we may issue notes from time to time in an aggregate amount not to exceed $1.75 billion outstanding at any time. The notes will have maturities of up to 397 days from the date of issue and will not be subject to voluntary prepayment or redemption prior to maturity. We use our revolving credit facility as a liquidity backstop for the repayment of short-term unsecured notes issued under the commercial paper program. There wereno notes outstanding under this program as of December 31, 2025.

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LETTERS OF CREDIT AND SURETY BONDS

The amounts of letters of credit and surety bonds we have entered into as of the end of the last two years are included in the following table:

Our compensating balance requirement for our letters of credit was$3 million as of December 31, 2025 and December 31, 2024.

NOTE 11: LONG-TERM DEBT, NET

Our long-term debt includes notes, debentures and other borrowings.

DEBT ISSUED AND EXTINGUISHED

In November 2025, the Arkansas Development Finance Authority issued resource recovery revenue bonds for our benefit in the aggregate principal amount of $102 million. The net proceeds after deducting the discount, underwriting fees and issuance costs were $101 million. The proceeds from the issuance of these bonds were deposited directly into a restricted trust account to be used for the specific purpose for which the money was raised, which is generally to finance capital expenditures for the construction of our TimberStrand® facility in Monticello, Arkansas. We will pay a term interest rate of 3.875 percent until October 2032, at which point the interest rate will reset. We are obligated to repay the principal amount in October 2065. Refer to Note 21: Restricted Cash for details on the portion of the proceeds which remained in the account as of December 31, 2025.

In August 2025, we entered into an $800 million senior unsecured term loan agreement that will mature in August 2028. Net proceeds after fees were $799 million. Borrowings will bear interest at a floating rate based on either the adjusted term SOFR plus a spread or a mutually agreed-upon base rate plus a spread. Additionally, we utilized approximately $500 million of the net proceeds of the term loan to partially redeem our $750 million 4.75 percent senior unsecured notes due in May 2026.

In March 2025, we repaid our $71 million 7.95 percent debentures at maturity. We also entered into a $300 million senior unsecured term loan that will mature in April 2030. Net proceeds after fees were $299 million. Borrowings will bear interest at a floating rate based on either the adjusted term SOFR plus a spread or a mutually agreed-upon base rate plus a spread.

In January 2025, we repaid our $139 million 8.50 percent debentures at maturity.

Over the course of 2023, we refinanced approximately $1 billion of debt.

In December 2023, we entered into a $250 million senior unsecured term loan that will mature in December 2028. Net proceeds after fees were

$249 million. Borrowings will bear interest at a floating rate based on either the adjusted term SOFR plus a spread or a mutually agreed upon

base rate plus a spread. The facility also provides flexibility to enter into a mutually agreed fixed rate.

In December 2023, we repaid our $860 million 5.207 percent private note at maturity, funded by cash on hand, including the proceeds from our

short-term investments which matured in fourth quarter 2023.

In July 2023, we repaid our $118 million 7.125 percent notes at maturity.

In May 2023, we completed an offering of debt securities by issuing $750 million of 4.750 percent notes due in May 2026. The net proceeds after

deducting the discount, underwriting fees and issuance costs were $743 million.

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LONG-TERM DEBT AND RELATED MATURITIES

The following table lists our long-term debt by types and interest rates at the end of our last two years and includes the current portion.

Long-Term Debt by Types and Interest Rates (Includes Current Portion)

(1)

This loan has a 3.875% interest rate until October 2032, at which point the interest rate will reset.

Amounts of Long-Term Debt Due Annually for the Next Five Years and Thereafter

(1)

Excludes $35 millionof unamortized discounts and capitalized debt expense.

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NOTE 12: FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF DEBT

The estimated carrying value and fair value of our long-term debt consisted of the following:

To estimate the fair value of fixed rate long-term debt, we used the market approach, which is based on quoted market prices we received for the same types and issues of our debt. We believe that our variable-rate long-term debt and line of credit instruments have net carrying values that approximate their fair value with only insignificant differences. The inputs to the valuations of our long-term debt are based on market data obtained from independent sources or information derived principally from observable market data. The difference between the fair value and the carrying value represents the theoretical net premium or discount we would pay or receive to retire all debt at the measurement date.

FAIR VALUE OF DERIVATIVE INSTRUMENTS DESIGNATED AS CASH FLOW HEDGES

The Derivative Instruments section of Note 1: Summary of Significant Accounting Policies provides information about how we account for derivative instruments as cash flow hedges.

Interest Rate Swap Hedging Relationship

In 2025, we entered into interest rate swaps with the risk management objective of managing exposure to interest rate volatility by converting variable rate debt obligations associated with our new $800 million term loan into fixed rate payments. The interest rate swaps provide the right to make fixed rate payments to the counterparty in exchange for variable, SOFR-based payments on a monthly settlement schedule. As of December 31, 2025, our interest rate swap agreements with an aggregate notional amount of$800 million were designated as cash flow hedging instruments of variable, SOFR-based interest payments on our $800 million term loan. No comparable activity was present as of and for the year ended December 31, 2024.

An unrealized loss on interest rate swaps designated as cash flow hedging instruments of$3 million was recognized in "Other comprehensive income" in our Consolidated Statement of Comprehensive Income for the year ended December 31, 2025. The unrealized loss of$3 million was recorded in "Accumulated other comprehensive loss" on our Consolidated Balance Sheet as of December 31, 2025.

As of December 31, 2025, the current and noncurrent fair value of interest rate swaps designated as cash flow hedging instruments in a liability position of$1 million and$2 million are recorded in "Accrued Liabilities" and "Other Liabilities" on our Consolidated Balance Sheet, respectively.

Foreign Currency Hedging Relationship

In 2025, we entered into forward contracts with the risk management objective of reducing foreign exchange risk associated with the variability in cash flows from the settlement of forecasted foreign currency-denominated purchases of equipment. Our forward contracts provide the right to buy specified quantities of euros during predetermined future periods at predetermined future rates. As of December 31, 2025, all forward contracts with an aggregate notional amount of$32 million were designated as cash flow hedging instruments of hedged forecasted foreign-currency denominated purchases of equipment. No comparable activity was present as of and for the year ended December 31, 2024.

An unrealized gain on forward contracts designated as cash flow hedging instruments of$6 million was recognized in “Other comprehensive income” in our Consolidated Statement of Comprehensive Income for the year ended December 31, 2025. The unrealized gain of$6 million was recorded in “Accumulated other comprehensive loss” on our Consolidated Balance Sheet as of December 31, 2025.

As of December 31, 2025, the current and noncurrent fair value of forward contracts designated as cash flow hedging instruments in an asset position of$2 million and$1 million are recorded in "Prepaid expenses and other current assets" and "Other assets" on our Consolidated Balance Sheet, respectively.

FAIR VALUE OF OTHER FINANCIAL INSTRUMENTS

We believe that our other financial instruments, including cash and cash equivalents, short-term investments, mutual fund investments held in grantor trusts, receivables and payables, have net carrying values that approximate their fair values with only insignificant differences. This is primarily due to the short-term nature of these instruments and the allowance for doubtful accounts.

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NOTE 13: LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES

This note provides details about our:

We are party to various legal proceedings arising in the ordinary course of business. We are not currently a party to any legal proceeding that management believes could have a material adverse effect on our Consolidated Balance Sheet, Consolidated Statement of Operations or Consolidated Statement of Cash Flows.

ENVIRONMENTAL MATTERS

Under the federal Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) – commonly known as the “Superfund” – and similar state laws, we are a party to various proceedings related to the cleanup of hazardous waste sites and have been notified that we may be a potentially responsible party related to the cleanup of other hazardous waste sites for which proceedings have not yet been initiated.

Kalamazoo River Site Remediation

We have received notification from the Environmental Protection Agency (EPA) and have acknowledged that we are a potentially responsible party in a portion of the Kalamazoo River Superfund site in southwest Michigan. Our involvement in the remediation site is based on our operation of the Plainwell, Michigan mill, located within the remediation site, from 1954 to 1970. Several other companies also have been deemed potentially responsible parties as past or present owners or operators of facilities within the site, or as arrangers under CERCLA.

We cooperated with other parties to jointly implement an administrative order issued by the EPA on April 14, 2016, with respect to a portion of the site comprising a stretch of the river approximately 1.7 miles long referred to as the Otsego Township Dam Area. During third quarter 2018, implementation of this administrative order was completed.

In 2010, the company, along with others, was named as a defendant by Georgia-Pacific Consumer Products LP, Fort James Corporation and Georgia-Pacific LLC in an action seeking contribution under CERCLA for remediation costs relating to a certain area within the site. On March 29, 2018, the U.S. District Court issued an opinion and order assigning the company responsibility for 5 percent of approximately $50 million in past costs incurred by the plaintiffs. The remaining 95 percent of this pool of past costs incurred was allocated to the plaintiffs and other defendants. The opinion and order does not establish allocation for future remediation costs, and accordingly, we may incur additional costs in connection with future remediation tasks for other areas of the site.

In 2022, the Sixth Circuit Court of Appeals reversed the District Court opinion, finding that Georgia-Pacific’s claims for cost contributions in the specific area of the site were time barred by the statute of limitations. Georgia-Pacific filed a petition for writ of certiorari with the U.S. Supreme Court, which was denied during fourth quarter 2023 and redirected to the district court for further proceedings. In 2024, the U.S. District Court issued a final judgment dismissing Georgia-Pacific’s claims for past costs but also issued a declaratory judgment finding all three parties (Georgia-Pacific, International Paper and the company) liable to each other for future costs incurred by any party. On appeal, the Sixth Circuit Court of Appeals reversed the declaratory judgment issued by the District Court and the U.S. Supreme Court subsequently denied Georgia-Pacific’s petition for writ of certiorari. As a result, the company was found not responsible for prior costs incurred by Georgia-Pacific.

Port of Everett Site Remediation

In 2008, the Port of Everett (the “Port”) filed a lawsuit in Snohomish County Superior Court in Everett, Washington (“the Court”) against the company seeking contribution and recovery of remedial action costs resulting from alleged environmental contamination at one of the company’s former mill sites. The company owned and operated a mill at the site from 1902 until 1980 and sold the mill to the Port in 1983. The lawsuit was stayed and placed on inactive status during the period between 2015 and 2024.

In 2024, the Port requested the Court to lift the stay on this matter and set a new trial date, which was subsequently granted. Trial in this matter is currently set for May 26, 2026. In November 2024, the Washington State Department of Ecology, which maintains oversight of the cleanup at the site, selected a remedy as part of the Cleanup Action Plan (“CAP”) for the site. The CAP does not establish an allocation of costs among potentially responsible parties, which includes Weyerhaeuser and the Port, and the Court has not issued any judgments as of December 2025 indicating allocation of costs. Accordingly, we may incur costs in connection with future remediation activities that exceed our current estimates. In connection with ongoing developments in this matter, we updated our estimated liability associated with the site and recorded a pretax charge of $18 million during fourth quarter 2025 within “Other operating costs, net” in our Consolidated Statement of Operations.

We have established accruals for estimated remediation costs for these sites and other matters for which we are a potentially responsible party. These accruals are recorded in "Accrued liabilities" and "Other liabilities" on our Consolidated Balance Sheet.

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Changes in the Accrual for Environmental Remediation

We change our accrual to reflect:

Estimates. We believe it is reasonably possible, based on currently available information and analysis, that remediation costs for all identified sites may exceed our existing accruals by up to $282 million. This estimate, in which those additional costs may be incurred over several years, is the upper end of the range of reasonably possible additional costs. The estimate:

In estimating our current accruals and the possible range of additional future costs, we:

We have not recorded any amounts for potential recoveries from insurance carriers.

Asset Retirement Obligations

We have obligations associated with the retirement of tangible long-lived assets consisting primarily of reforestation obligations related to forest management licenses in Canada and obligations to close and cap landfills. Some of our sites have asbestos containing materials. We have met our current legal obligation to identify and manage these materials. In situations where we cannot reasonably determine when asbestos containing materials might be removed from the sites, we have not recorded an accrual because the fair value of the obligation cannot be reasonably estimated. As of December 31, 2025 and December 31, 2024, we had an asset retirement obligation of$29 millionand $34 million, respectively. These obligations are recorded in "Accrued liabilities" and "Other liabilities" on our Consolidated Balance Sheet.

COMMITMENTS AND OTHER CONTINGENCIES

Product Remediation Contingency and Recovery

In July 2017, we announced we were implementing a solution to address concerns regarding our TJI® Joists coated with our former Flak Jacket® Protection product. This issue was isolated to Flak Jacket product manufactured after December 1, 2016 and did not affect any of our other products.

During the year ended December 31, 2024, we received a product remediation recovery of $25 million related to our prior remediation efforts for Flak Jacket. The recovery is attributable to our Wood Products segment and was recorded within “Other operating costs, net” in our Consolidated Statement of Operations. There were no product remediation recoveries recorded during the years ended December 31, 2025 and 2023.

NOTE 14: SHAREHOLDERS’ INTEREST

PREFERRED AND PREFERENCE SHARES

We hadno preferred shares or preference shares outstanding as of December 31, 2025 or December 31, 2024. We have authorization to issue 7 million preferred shares with a par value of $1.00 per share and 40 million preference shares with a par value of $1.00 per share.

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COMMON SHARES

The number of common shares we have outstanding changes when:

Reconciliation of Our Common Share Activity

SHARE REPURCHASE PROGRAMS

September 2021 (the 2021 Repurchase Program). On May 8, 2025, we announced the board approved a new share repurchase program (the 2025 Repurchase Program) under which we are authorized to repurchase up to $1 billion of outstanding shares. Concurrently, the board terminated the completed purchase authorization under the 2021 Repurchase Program.

We repurchased 6,141,671 common shares for approximately $160 million (including transaction fees) under the share repurchase programs during 2025. As of December 31, 2025, we had remaining authorization of $938 million for future share repurchases.

During 2024, we repurch ased 4,887,821 common shares for approximately $153 million (including transaction fees) under the 2021 Repurchase Program.

During 2023, we repurchased 4,054,952 common shares for approximately $125 million (including transaction fees) under the 2021 Repurchase Program.

All common stock repurchases under the share repurchase programs were made in open-market transactions. We record share repurchases upon trade date as opposed to the settlement date when cash is disbursed. We record a liability for repurchases that have not yet been settled as of period end. There wereno unsettled shares as of December 31, 2025. There were 12,436 unsettled shares (less than $1 million) as of December 31,2024 and 13,866 unsettled shares (approximately $1 million) as of December 31,2023.

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ACCUMULATED OTHER COMPREHENSIVE LOSS

Changes in amounts included in our accumulated other comprehensive loss by component are:

(1)

Amounts are presented net of tax.

(2)

Amounts of actuarial loss and prior service (cost) credit are components of net periodic benefit cost. See Note 8: Pension and Other Post-Employment Benefit Plans.

(3)

Amounts include an after-tax settlement charge of $111 million related to our pension plans for the year ended December 31, 2025. There wereno settlement charges related to our pension plans for the years ended December 31, 2024 and December 31, 2023. See Note 8: Pension and Other Post-Employment Benefit Plans for further detail.