WEYERHAEUSER CO

NOTE 4: NET EARNINGS PER SHARE AND SHARE REPURCHASES

Our basic and diluted earnings per share were:

●

$0.23 during second quarter 2026 and$0.44 during year-to-date 2026.

●

$0.12 during second quarter 2025 and$0.23 during year-to-date 2025.

Basic earnings per share is net earnings divided by the weighted average number of our outstanding common shares, including stock equivalent units where there is no circumstance under which those shares would not be issued. Diluted earnings per share is net earnings divided by the sum of the weighted average number of our outstanding common shares and the effect of our outstanding dilutive potential common shares.

We use the treasury stock method to calculate the dilutive effect of our outstanding stock options, restricted stock units and performance share units.

Potential Shares Not Included in the Computation of Diluted Earnings per Share

The following shares were not included in the computation of diluted earnings per share because they were either antidilutive or the required performance or market conditions were not met. Some or all of these shares may be dilutive potential common shares in future periods.

Share Repurchase Program

During second quarter 2025, we completed the $1 billion purchase authorization under the share repurchase program approved by the board in 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 of directors terminated the completed purchase authorization under the 2021 Repurchase Program.

We repurchased 409,734 common shares for approximately$10 million (including transaction fees) under the 2025 Repurchase Program during second quarter 2026 and 818,777 common shares for approximately$20 million (including transaction fees) under the 2025 Repurchase Program during year-to-date 2026. As of June 30, 2026, we had remaining authorization of$918 million for future share repurchases under the 2025 Repurchase Program. During second quarter 2025, we repurchased 3,888,932 common shares for approximately $100 million (including transaction fees) and 4,733,981 common shares for approximately $125 million (including transaction fees) during year-to-date 2025 under the share repurchase programs.

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 June 30, 2026 and December 31, 2025.