WEYERHAEUSER CO

We are committed to maintaining an appropriate capital structure that provides financial flexibility and enables us to protect the interests of our shareholders and meet our obligations to our lenders, while also maintaining access to all major financial markets. As of December 31, 2025, we had $464 million in cash and cash equivalents, $1.75 billion of availability on our line of credit, which expires in June 2030, and $1.75 billion of availability on our commercial paper program. We believe we have sufficient liquidity to meet our cash requirements for the foreseeable future.

CASH FROM OPERATIONS

Consolidated net cash from operations was:

Net cash from operations decreased by $446 million, primarily due to decreased cash inflows from our business operations, as well as a $201 million increase in pension and post-employment benefit contributions and payments, as discussed below. Refer to Note 8: Pension and Other Post-Employment Benefit Plans for further information.

Pension Contributions and Benefit Payments Made and Expected

During 2025, we contributed a total of $219 million to our pension and post-employment benefit plans, including a $200 million voluntary contribution to our U.S. qualified pension plan, compared to a total of $18 million during 2024.

For 2026, we expect to contribute approximately $20 million to our pension and post-employment benefit plans. Refer to Note 8: Pension and Other Post-Employment Benefit Plans for further information.

INVESTING IN OUR BUSINESS

Cash from investing activities includes items such as:

Consolidated net cash from investing activities was:

Net cash from investing activities increased by $161 million, primarily due to a $405 million increase in proceeds from the sale of timberlands and a $61 million increase in proceeds from the sale of our Princeton lumber mill, partially offset by a $218 million increase in cash spent on the acquisition of timberlands and a $59 million increase in capital expenditures for property and equipment.

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Summary of Capital Spending by Business Segment

During fourth quarter 2024, we announced our plan to invest approximately $500 million to build a new TimberStrand® facility in Monticello, Arkansas. This capital outlay may be sourced from cash on hand or through future financing, as deemed appropriate. Construction began in 2025, with the goal of starting operations in 2027. Once completed, the new facility will increase our engineered wood products capacity by approximately 10 million cubic feet. In 2025, we had $109 million in capital expenditures related to the construction of this facility.

We expect our capital expenditures for 2026 to be approximately $400-$450 million, excluding approximately $300 million of investment in our Monticello engineered wood products facility. We exclude this investment for purposes of calculating our annual Adjusted Funds Available for Distribution (Adjusted FAD), as used in our flexible cash return framework. The amount we spend on capital expenditures could change due to:

FINANCING

Cash from financing activities includes items such as:

Consolidated net cash from financing activities was:

Net cash from financing activities increased by $562 million, primarily due to a $1,199 million increase in net proceeds from issuance of long-term debt and a $78 million decrease in cash paid for dividends, partially offset by a $712 million increase in payments on long-term debt.

LONG-TERM DEBT

Our consolidated long-term debt (including current portion) was:

The $496 million increase in our long-term debt during 2025 is primarily attributable to:

These issuances were partially offset by:

The weighted average interest rate and the weighted average maturity on our long-term debt as of December 31, 2025 were 5.11 percent and 6.5 years, respectively.

See Note 11: Long-Term Debt, Net for more information.

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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 Secured Overnight Financing Rate (SOFR) plus a spread or a mutually agreed-upon base rate plus a spread. As of December 31, 2025 and 2024, we had no outstanding borrowings on the revolving credit facility.

Refer to Note 10: Line of Credit and Commercial Paper Program for further information.

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 were no notes outstanding under this program as of December 31, 2025.

Refer to Note 10: Line of Credit and Commercial Paper Program for further information.

OUR COVENANTS

Our key covenants include the requirement to maintain:

Our total adjusted shareholders' equity is comprised of:

Our capitalization is comprised of:

As of December 31, 2025, we had:

When calculating compliance in accordance with financial debt covenants as of December 31, 2025 and December 31, 2024, we excluded the full amount of accumulated other comprehensive loss of $293 million and $402 million, respectively. See Note 14: Shareholders’ Interest for further information on accumulated other comprehensive loss.

There are no other significant financial debt covenants related to our third-party debt.

INTEREST RATE SWAP HEDGING RELATIONSHIP

During third quarter 2025, we entered into interest rate swaps with the risk management objective of managing exposure to interest rate volatility by converting variable rate debt obligations associated with our new $800 million term loan into fixed rate payments. 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 for the year ended December 31, 2024.

Refer to Note 12: Fair Value of Financial Instruments for further information.

CREDIT RATINGS

As of December 31, 2025, our long-term issuer credit rating was BBB and Baa2 from S&P and Moody’s, respectively.

DIVIDENDS

We paid cash dividends on common shares of:

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

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

SHARE REPURCHASES

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 6.1 million common shares for approximately $160 million (including transaction fees) during the year ended December 31, 2025. We repurchased 4.9 million common shares for approximately $153 million (including transaction fees) in 2024. As of December 31, 2025, we had remaining authorization of $938 million for future share repurchases. For further information on share repurchases see Note 14: Shareholders’ Interest.

OUR CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

More details about our contractual obligations and commercial commitments are in Note 8: Pension and Other Post-Employment Benefit Plans, Note 10: Line of Credit and Commercial Paper Program, Note 11: Long-Term Debt, Net, Note 12: Fair Value of Financial Instruments, Note 13: Legal Proceedings, Commitments and Contingencies, Note 16: Leases and Note 18: Income Taxes.

Significant Contractual Obligations as of December 31, 2025

Significant contractual obligations as of December 31, 2025 include our long-term debt obligations and lease obligations. Refer to Note 11: Long-Term Debt, Net, Note 12: Fair Value of Financial Instruments and Note 16: Leases for further information. Additional significant contractual obligations are included below.

(1)

Amounts presented for interest payments assume that all long-term debt obligations outstanding as of December 31, 2025 will remain outstanding until maturity. Interest payments related to our $800 million term loan due in 2028 are treated as fixed due to the impact of the related interest rate swap.

(2)

Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding on the company and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions and the approximate timing of the transaction. Purchase obligations exclude arrangements that the company can cancel without penalty.

(3)

The timing of certain payments within this category will be triggered by retirements or other events. These payments can include workers compensation, deferred compensation and banked vacation, among other obligations. When the timing of payment is uncertain, the amounts are included in the total column only. Minimum pension funding is required by established funding standards and estimates are not made for 2027 onward. Estimated payments of contractually obligated post-employment benefits are not included due to the uncertainty of payment timing.

OFF-BALANCE SHEET ARRANGEMENTS

Off-balance sheet arrangements have not had — and are not reasonably likely to have — a material effect on our current or future financial condition, results of operations or cash flows. Note 10: Line of Credit and Commercial Paper Program contains our disclosures of surety bonds and letters of credit.