Q10000106535--12-31false0000106535us-gaap:OperatingSegmentsMemberwy:WoodProductsMember2026-01-012026-03-310000106535wy:WoodProductsMemberwy:OtherproductsMember2026-01-012026-03-310000106535us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:AccruedLiabilitiesMemberwy:ForeignCurrencyForwardContractsMember2025-12-310000106535wy:VariableInterestrateMember2026-03-310000106535wy:WoodProductsMember2026-01-012026-03-310000106535us-gaap:RevolvingCreditFacilityMember2025-06-300000106535wy:RecreationalandotherleaserevenueMemberwy:TimberlandsMember2026-01-012026-03-310000106535wy:WestMemberwy:DomesticMemberwy:DeliveredlogsMemberwy:TimberlandsMember2025-01-012025-03-310000106535us-gaap:DesignatedAsHedgingInstrumentMemberwy:ForeignCurrencyForwardContractsMemberus-gaap:OtherLiabilitiesMember2026-03-310000106535us-gaap:RetainedEarningsMember2025-01-012025-03-310000106535us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:InterestRateSwapMemberus-gaap:OtherLiabilitiesMember2025-12-310000106535wy:WoodProductsMemberwy:ComplementarybuildingproductsMember2025-01-012025-03-310000106535wy:StrategicLandSolutionsMemberwy:NaturalResourcesMember2025-01-012025-03-310000106535wy:DeliveredlogsMemberwy:TimberlandsMember2025-01-012025-03-310000106535wy:NorthMemberwy:DeliveredlogsMemberwy:TimberlandsMember2025-01-012025-03-310000106535wy:AccumulatedTranslationAdjustmentAndOtherMember2025-03-310000106535us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:InterestRateSwapMemberus-gaap:OtherAssetsMember2026-03-310000106535us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-310000106535wy:TimberlandsMemberwy:OtherproductsMember2026-01-012026-03-310000106535us-gaap:PerformanceSharesMember2025-01-012025-03-310000106535us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:AccruedLiabilitiesMemberwy:ForeignCurrencyForwardContractsMember2026-03-310000106535us-gaap:DesignatedAsHedgingInstrumentMemberwy:ForeignCurrencyForwardContractsMember2025-01-012025-03-310000106535wy:A795PercentDebenturesDue2025Member2025-03-310000106535wy:StrategicLandSolutionsMemberus-gaap:OperatingSegmentsMember2026-01-012026-03-310000106535us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:OtherLiabilitiesMember2026-03-310000106535wy:WestMemberwy:DeliveredlogsMemberwy:TimberlandsMember2026-01-012026-03-310000106535us-gaap:RetainedEarningsMember2024-12-310000106535us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2026-01-012026-03-310000106535wy:FixedinterestrateMember2026-03-310000106535srt:MaximumMember2025-07-040000106535us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:OtherAssetsMemberwy:ForeignCurrencyForwardContractsMember2025-12-310000106535us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2025-12-310000106535wy:WestMemberwy:DeliveredlogsMemberwy:TimberlandsMemberwy:ExportSalesMember2025-01-012025-03-310000106535us-gaap:PensionPlansDefinedBenefitMember2026-01-012026-03-310000106535us-gaap:AdditionalPaidInCapitalMember2025-12-3100001065352026-04-270000106535us-gaap:RetainedEarningsMember2025-03-3100001065352025-01-012025-03-310000106535wy:TimberlandsMemberwy:StumpageandpayascuttimberMember2026-01-012026-03-310000106535srt:MinimumMember2025-07-040000106535us-gaap:CorporateNonSegmentMember2025-01-012025-03-310000106535wy:A795PercentDebenturesDue2025Member2025-01-012025-03-310000106535us-gaap:IntersegmentEliminationMember2025-01-012025-03-310000106535us-gaap:RetainedEarningsMember2025-12-310000106535us-gaap:PerformanceSharesMembersrt:MaximumMember2026-01-012026-03-310000106535wy:WoodProductsMemberwy:SoftwoodPlywoodMember2025-01-012025-03-310000106535wy:WoodProductsMember2025-01-012025-03-310000106535us-gaap:OperatingSegmentsMemberwy:TimberlandsMember2025-01-012025-03-310000106535us-gaap:OperatingSegmentsMemberwy:TimberlandsMember2026-01-012026-03-310000106535wy:AccumulatedPensionPlansDefinedBenefitPlansAdjustmentMember2026-03-310000106535wy:AccumulatedPensionPlansDefinedBenefitPlansAdjustmentMember2025-12-310000106535us-gaap:IntersegmentEliminationMemberwy:TimberlandsMember2026-01-012026-03-310000106535us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:OtherAssetsMember2026-03-3100001065352024-12-310000106535wy:AccumulatedTranslationAdjustmentAndOtherMember2024-12-3100001065352025-12-310000106535wy:AccumulatedTranslationAdjustmentAndOtherMember2025-12-310000106535wy:LumberPlywoodOrientedStrandBoardAndFiberboardMember2025-12-310000106535wy:AccumulatedOtherPostEmploymentBenefitPlansDefinedBenefitPlansAdjustmentMember2025-01-012025-03-310000106535us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:InterestRateSwapMember2025-01-012025-03-310000106535us-gaap:CommonStockMember2024-12-310000106535us-gaap:IntersegmentEliminationMemberwy:WoodProductsMember2025-01-012025-03-310000106535us-gaap:EmployeeStockOptionMember2026-01-012026-03-310000106535wy:StrategicLandSolutionsMemberus-gaap:OperatingSegmentsMember2025-01-012025-03-310000106535wy:A850PercentDebenturesDue2025Member2025-01-012025-03-310000106535us-gaap:PerformanceSharesMember2026-03-310000106535wy:AccumulatedOtherPostEmploymentBenefitPlansDefinedBenefitPlansAdjustmentMember2024-12-310000106535us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:InterestRateSwapMemberwy:FixedinterestrateMember2026-03-310000106535wy:WestMemberwy:DeliveredlogsMemberwy:TimberlandsMemberwy:ExportSalesMember2026-01-012026-03-310000106535wy:AccumulatedPensionPlansDefinedBenefitPlansAdjustmentMember2025-01-012025-03-310000106535us-gaap:IntersegmentEliminationMember2026-01-012026-03-310000106535wy:CommercialPaperProgramMembersrt:MaximumMember2025-10-012025-12-310000106535us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:AccruedLiabilitiesMember2026-03-310000106535us-gaap:AdditionalPaidInCapitalMember2026-01-012026-03-310000106535us-gaap:OperatingSegmentsMemberwy:WoodProductsMember2026-03-310000106535wy:StrategicLandSolutionsMemberwy:RealestatesalesMember2025-01-012025-03-310000106535us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-03-310000106535us-gaap:CommonStockMember2025-01-012025-03-310000106535us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeForwardMember2026-03-310000106535wy:StrategicLandSolutionsMemberus-gaap:IntersegmentEliminationMember2025-01-012025-03-310000106535wy:TwentyTwentyOneRepurchaseProgramMember2025-01-012025-03-310000106535us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:InterestRateSwapMemberus-gaap:AccruedLiabilitiesMember2025-12-310000106535us-gaap:PensionPlansDefinedBenefitMember2025-01-012025-03-310000106535us-gaap:RevolvingCreditFacilityMember2025-05-310000106535wy:FixedinterestrateMember2025-12-310000106535wy:EngineeredSolidSectionMemberwy:WoodProductsMember2025-01-012025-03-310000106535us-gaap:CommonStockMember2025-03-310000106535us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-03-310000106535wy:TwentyTwentyFiveRepurchaseProgramMember2025-05-080000106535us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:OtherLiabilitiesMember2025-12-310000106535us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberwy:ForeignCurrencyForwardContractsMember2026-03-310000106535wy:SouthMemberwy:DeliveredlogsMemberwy:TimberlandsMember2025-01-012025-03-310000106535wy:InventoryRawMaterialsandSuppliesMember2026-03-310000106535wy:StrategicLandSolutionsMember2025-01-012025-03-310000106535wy:WoodProductsMemberwy:OtherproductsMember2025-01-012025-03-310000106535wy:AccumulatedOtherPostEmploymentBenefitPlansDefinedBenefitPlansAdjustmentMember2026-03-310000106535us-gaap:CorporateNonSegmentMember2025-12-310000106535wy:WestMemberwy:DomesticMemberwy:DeliveredlogsMemberwy:TimberlandsMember2026-01-012026-03-310000106535wy:LumberPlywoodOrientedStrandBoardFiberboardAndEngineeredWoodProductsMember2026-03-310000106535wy:TimberlandsMember2025-01-012025-03-310000106535us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2025-12-310000106535us-gaap:AdditionalPaidInCapitalMember2025-01-012025-03-310000106535wy:InventoryRawMaterialsandSuppliesMember2025-12-310000106535wy:AccumulatedOtherPostEmploymentBenefitPlansDefinedBenefitPlansAdjustmentMember2025-12-310000106535us-gaap:CommonStockMember2026-03-310000106535us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2025-01-012025-03-310000106535wy:MediumdensityfiberboardMemberwy:WoodProductsMember2025-01-012025-03-310000106535wy:EngineeredIjoistsMemberwy:WoodProductsMember2026-01-012026-03-310000106535us-gaap:UnsecuredDebtMember2025-01-012025-03-310000106535us-gaap:OperatingSegmentsMemberwy:TimberlandsAndStrategicLandSolutionsMember2025-12-310000106535wy:LogsAndChipsMember2025-12-310000106535wy:A850PercentDebenturesDue2025Member2025-03-310000106535wy:InventoryOtherProductsMember2025-12-310000106535us-gaap:PerformanceSharesMember2026-01-012026-03-310000106535wy:MediumdensityfiberboardMemberwy:WoodProductsMember2026-01-012026-03-310000106535wy:StrategicLandSolutionsMember2026-01-012026-03-310000106535us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberwy:ForeignCurrencyForwardContractsMember2025-12-310000106535wy:VariableInterestrateMember2025-12-310000106535us-gaap:SubsequentEventMemberwy:PrincetonLumberMillMember2026-04-012026-04-300000106535us-gaap:RevolvingCreditFacilityMember2025-01-012025-06-300000106535wy:StrategicLandSolutionsMemberus-gaap:IntersegmentEliminationMember2026-01-012026-03-310000106535us-gaap:AdditionalPaidInCapitalMember2025-03-310000106535us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2026-03-310000106535us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:AccruedLiabilitiesMember2025-12-310000106535us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:InterestRateSwapMemberus-gaap:OtherAssetsMember2025-12-310000106535stpr:VA2026-02-282026-02-280000106535wy:PrincetonLumberMillMember2025-07-012025-09-300000106535wy:CommercialPaperProgramMember2025-12-310000106535us-gaap:RetainedEarningsMember2026-01-012026-03-310000106535us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:InterestRateSwapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2025-12-310000106535wy:AccumulatedOtherPostEmploymentBenefitPlansDefinedBenefitPlansAdjustmentMember2025-03-310000106535wy:WoodProductsMemberwy:ComplementarybuildingproductsMember2026-01-012026-03-310000106535us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeForwardMember2025-12-310000106535wy:SouthMemberwy:DeliveredlogsMemberwy:TimberlandsMember2026-01-012026-03-310000106535us-gaap:PerformanceSharesMember2026-01-012026-03-310000106535wy:LumberPlywoodOrientedStrandBoardFiberboardAndEngineeredWoodProductsMember2025-12-310000106535wy:TwentyTwentyFiveRepurchaseProgramMember2026-03-310000106535us-gaap:PerformanceSharesMembersrt:MaximumMember2026-03-310000106535wy:LogsAndChipsMember2026-03-310000106535us-gaap:RestrictedStockUnitsRSUMember2026-01-012026-03-310000106535wy:DeliveredlogsMemberwy:TimberlandsMember2026-01-012026-03-310000106535us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310000106535wy:A770PercentDebenturesDue2026Member2026-01-012026-03-310000106535us-gaap:PerformanceSharesMembersrt:MinimumMember2026-01-012026-03-310000106535wy:AccumulatedTranslationAdjustmentAndOtherMember2025-01-012025-03-310000106535us-gaap:DesignatedAsHedgingInstrumentMemberwy:ForeignCurrencyForwardContractsMemberus-gaap:OtherLiabilitiesMember2025-12-310000106535wy:NorthMemberwy:DeliveredlogsMemberwy:TimberlandsMember2026-01-012026-03-310000106535us-gaap:RetainedEarningsMember2026-03-310000106535wy:TimberlandsMember2026-01-012026-03-310000106535us-gaap:PerformanceSharesMember2025-01-012025-03-310000106535wy:TwentyTwentyOneRepurchaseProgramMember2025-06-300000106535us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:InterestRateSwapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2026-03-310000106535us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:InterestRateSwapMemberwy:FixedinterestrateMember2025-12-310000106535wy:A770PercentDebenturesDue2026Member2026-03-310000106535wy:StrategicLandSolutionsMemberwy:RealestatesalesMember2026-01-012026-03-3100001065352025-03-310000106535us-gaap:CommonStockMember2026-01-012026-03-310000106535wy:StrategicLandSolutionsMemberwy:ClimateSolutionsMember2025-01-012025-03-310000106535us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:OtherAssetsMemberwy:ForeignCurrencyForwardContractsMember2026-03-310000106535wy:StrategicLandSolutionsMemberwy:ClimateSolutionsMember2026-01-012026-03-310000106535wy:InventoryOtherProductsMember2026-03-310000106535stpr:VA2026-02-280000106535us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-310000106535wy:AccumulatedPensionPlansDefinedBenefitPlansAdjustmentMember2026-01-012026-03-310000106535us-gaap:CommonStockMember2025-12-310000106535wy:CommercialPaperProgramMembersrt:MaximumMember2025-12-310000106535us-gaap:DesignatedAsHedgingInstrumentMember2025-01-012025-03-310000106535wy:TwentyTwentyFiveRepurchaseProgramMember2026-01-012026-03-310000106535wy:WoodProductsMemberwy:SoftwoodPlywoodMember2026-01-012026-03-310000106535wy:EngineeredIjoistsMemberwy:WoodProductsMember2025-01-012025-03-310000106535us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:InterestRateSwapMember2026-01-012026-03-310000106535wy:StructurallumberMemberwy:WoodProductsMember2026-01-012026-03-310000106535us-gaap:EmployeeStockOptionMember2025-01-012025-03-310000106535wy:WestMemberwy:DeliveredlogsMemberwy:TimberlandsMember2025-01-012025-03-310000106535wy:AccumulatedPensionPlansDefinedBenefitPlansAdjustmentMember2025-03-310000106535us-gaap:IntersegmentEliminationMemberwy:TimberlandsMember2025-01-012025-03-310000106535wy:StructurallumberMemberwy:WoodProductsMember2025-01-012025-03-310000106535us-gaap:DesignatedAsHedgingInstrumentMember2026-01-012026-03-310000106535wy:AccumulatedOtherPostEmploymentBenefitPlansDefinedBenefitPlansAdjustmentMember2026-01-012026-03-310000106535wy:EngineeredSolidSectionMemberwy:WoodProductsMember2026-01-012026-03-310000106535us-gaap:CorporateNonSegmentMember2026-03-310000106535wy:LumberPlywoodOrientedStrandBoardAndFiberboardMember2026-03-310000106535us-gaap:UnsecuredDebtMember2025-03-310000106535us-gaap:OperatingSegmentsMemberwy:WoodProductsMember2025-12-310000106535wy:TimberlandsMemberwy:OtherproductsMember2025-01-012025-03-310000106535us-gaap:OperatingSegmentsMemberwy:WoodProductsMember2025-01-012025-03-310000106535wy:OrientedStrandBoardMemberwy:WoodProductsMember2025-01-012025-03-310000106535us-gaap:OperatingSegmentsMemberwy:TimberlandsAndStrategicLandSolutionsMember2026-03-310000106535us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-03-310000106535us-gaap:PerformanceSharesMembersrt:MinimumMember2026-03-310000106535us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2026-03-310000106535wy:RecreationalandotherleaserevenueMemberwy:TimberlandsMember2025-01-012025-03-310000106535us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:InterestRateSwapMemberus-gaap:AccruedLiabilitiesMember2026-03-3100001065352026-03-310000106535wy:StrategicLandSolutionsMemberwy:NaturalResourcesMember2026-01-012026-03-310000106535wy:OrientedStrandBoardMemberwy:WoodProductsMember2026-01-012026-03-310000106535wy:AccumulatedTranslationAdjustmentAndOtherMember2026-01-012026-03-310000106535us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:InterestRateSwapMemberus-gaap:OtherLiabilitiesMember2026-03-3100001065352026-01-012026-03-310000106535us-gaap:CorporateNonSegmentMember2026-01-012026-03-310000106535wy:AccumulatedPensionPlansDefinedBenefitPlansAdjustmentMember2024-12-310000106535us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-01-012026-03-310000106535us-gaap:AdditionalPaidInCapitalMember2026-03-310000106535wy:CommercialPaperProgramMember2026-03-310000106535us-gaap:AdditionalPaidInCapitalMember2024-12-310000106535wy:AccumulatedTranslationAdjustmentAndOtherMember2026-03-310000106535us-gaap:DesignatedAsHedgingInstrumentMemberwy:ForeignCurrencyForwardContractsMember2026-01-012026-03-310000106535us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:OtherAssetsMember2025-12-310000106535wy:TimberlandsMemberwy:StumpageandpayascuttimberMember2025-01-012025-03-310000106535us-gaap:IntersegmentEliminationMemberwy:WoodProductsMember2026-01-012026-03-31utr:acrexbrli:purexbrli:sharesiso4217:USDiso4217:USDxbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO ______

COMMISSION FILE NUMBER: 1-4825

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in its charter)


Washington		91-0470860
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

220 Occidental Avenue South Seattle, Washington		98104-7800
(Address of principal executive offices)		(Zip Code)

(206) 539-3000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common Stock, par value $1.25 per share

     WY

     New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of April 27, 2026, 721,043 thousand shares of the registrant’s common stock ($1.25 par value) were outstanding.

TABLE OF CONTENTS


PART I	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS:
	CONSOLIDATED STATEMENT OF OPERATIONS	1
	CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME	2
	CONSOLIDATED BALANCE SHEET	3
	CONSOLIDATED STATEMENT OF CASH FLOWS	4
	CONSOLIDATED STATEMENT OF CHANGES IN EQUITY	5
	INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	6
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)	16
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	27
ITEM 4.	CONTROLS AND PROCEDURES	28

PART II	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	28
ITEM 1A.	RISK FACTORS	28
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	28
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES – NOT APPLICABLE
ITEM 4.	MINE SAFETY DISCLOSURES – NOT APPLICABLE
ITEM 5.	OTHER INFORMATION	29
ITEM 6.	EXHIBITS	30
	SIGNATURES	31

PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)


	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES	MARCH 2026			MARCH 2025
Net sales (Note 3)	$	1,727		$	1,763
Costs of sales		1,409			1,428
Gross margin		318			335
Selling expenses		23			23
General and administrative expenses		119			119
Gain on sale of timberlands (Note 15)		(58	)		—
Other operating (income) costs, net (Note 13)		(13	)		14
Operating income		247			179
Non-operating pension and other post-employment benefit costs (Note 6)		(14	)		(19	)
Interest income and other		4			5
Interest expense, net of capitalized interest		(66	)		(66	)
Earnings before income taxes		171			99
Income taxes (Note 14)		(15	)		(16	)
Net earnings	$	156		$	83

Earnings per share, basic and diluted (Note 4)	$	0.22		$	0.11
Weighted average shares outstanding (in thousands) (Note 4):
Basic		721,290			726,143
Diluted		721,671			726,566

See accompanying Notes to Consolidated Financial Statements.

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(UNAUDITED)


	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	MARCH 2026			MARCH 2025
Net earnings	$	156		$	83
Other comprehensive income (loss):
Foreign currency translation adjustments		(7	)		2
Changes in unamortized actuarial loss, net of tax expense of $3 and $3		11			10
Changes in unamortized net prior service credit, net of tax expense of $0 and $0		1			(1	)
Unrealized net gain on cash flow hedges, net of tax expense of $1 and $0 (Note 9)		4			2
Total other comprehensive income		9			13
Total comprehensive income	$	165		$	96

See accompanying Notes to Consolidated Financial Statements.

WEYERHAEUSER COMPANY

CONSOLIDATED BALANCE SHEET

(UNAUDITED)


DOLLAR AMOUNTS IN MILLIONS, EXCEPT PAR VALUE	MARCH 31, 2026			DECEMBER 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	299		$	464
Receivables, net		396			303
Receivables for taxes		8			10
Inventories (Note 5)		659			593
Assets held for sale		—			128
Prepaid expenses and other current assets		141			154
Total current assets		1,503			1,652
Property and equipment, less accumulated depreciation of $4,203 and $4,158		2,376			2,420
Construction in progress		397			337
Timber and timberlands at cost, less depletion		11,475			11,533
Minerals and mineral rights, less depletion		176			177
Deferred tax assets		91			97
Other assets		383			397
Total assets	$	16,401		$	16,613
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt (Note 8)	$	372		$	522
Accounts payable		284			278
Accrued liabilities (Note 7)		404			478
Total current liabilities		1,060			1,278
Long-term debt, net (Note 8)		5,052			5,050
Deferred tax liabilities		15			18
Deferred pension and other post-employment benefits (Note 6)		484			485
Other liabilities		351			356
Total liabilities		6,962			7,187
Commitments and contingencies (Note 10)
Equity:
Common shares: $1.25 par value; authorized 1,360 million shares; issued and outstanding: 721,043 thousand shares at March 31, 2026 and 720,531 thousand shares at December 31, 2025		901			901
Other capital		7,391			7,390
Retained earnings		1,431			1,428
Accumulated other comprehensive loss (Note 11)		(284	)		(293	)
Total equity		9,439			9,426
Total liabilities and equity	$	16,401		$	16,613

See accompanying Notes to Consolidated Financial Statements.

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)


	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	MARCH 2026			MARCH 2025
Cash flows from operations:
Net earnings	$	156		$	83
Noncash charges (credits) to earnings:
Depreciation, depletion and amortization		124			125
Basis of acres sold		23			24
Deferred income taxes, net		1			4
Pension and other post-employment benefits (Note 6)		18			23
Share-based compensation expense (Note 12)		13			11
Gain on sale of timberlands (Note 15)		(58	)		—
Other		1			—
Change in:
Receivables, net		(94	)		(76	)
Receivables and payables for taxes		1			(22	)
Inventories		(68	)		(68	)
Prepaid expenses and other current assets		2			5
Accounts payable and accrued liabilities		(66	)		(25	)
Pension and post-employment benefit contributions and payments		(5	)		(3	)
Other		4			(11	)
Net cash from operations		52			70
Cash flows from investing activities:
Capital expenditures for property and equipment		(89	)		(71	)
Capital expenditures for timberlands reforestation		(23	)		(22	)
Proceeds from sale of timberlands (Note 15)		192			—
Other		1			(4	)
Net cash from investing activities		81			(97	)
Cash flows from financing activities:
Cash dividends on common shares		(151	)		(152	)
Net proceeds from issuance of long-term debt (Note 8)		—			299
Payments on long-term debt (Note 8)		(150	)		(210	)
Repurchases of common shares (Note 4)		(10	)		(25	)
Other		(4	)		(9	)
Net cash from financing activities		(315	)		(97	)
Net change in cash, cash equivalents and restricted cash		(182	)		(124	)
Cash, cash equivalents and restricted cash at beginning of period		481			684
Cash, cash equivalents and restricted cash at end of period	$	299		$	560
Cash paid during the period for:
Interest, net of amount capitalized of $3 and $3	$	60		$	58
Income taxes, net of refunds	$	13		$	34

See accompanying Notes to Consolidated Financial Statements.

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(UNAUDITED)


	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES	MARCH 2026			MARCH 2025
Common shares:
Balance at beginning of period	$	901		$	908
Issued for exercise of stock options and vested units		1			1
Repurchases of common shares (Note 4)		(1	)		(1	)
Balance at end of period		901			908
Other capital:
Balance at beginning of period		7,390			7,500
Issued for exercise of stock options		5			1
Repurchases of common shares (Note 4)		(9	)		(24	)
Share-based compensation		13			11
Other transactions, net		(8	)		(5	)
Balance at end of period		7,391			7,483
Retained earnings:
Balance at beginning of period		1,428			1,715
Net earnings		156			83
Dividends on common shares		(153	)		(155	)
Balance at end of period		1,431			1,643
Accumulated other comprehensive loss:
Balance at beginning of period		(293	)		(402	)
Other comprehensive income		9			13
Balance at end of period (Note 11)		(284	)		(389	)
Total equity:
Balance at end of period	$	9,439		$	9,645

Dividends paid per common share	$	0.21		$	0.21

See accompanying Notes to Consolidated Financial Statements.

INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1:	BASIS OF PRESENTATION	7

NOTE 2:	BUSINESS SEGMENTS	7

NOTE 3:	REVENUE RECOGNITION	9

NOTE 4:	NET EARNINGS PER SHARE AND SHARE REPURCHASES	10

NOTE 5:	INVENTORIES	11

NOTE 6:	PENSION AND OTHER POST-EMPLOYMENT BENEFIT PLANS	11

NOTE 7:	ACCRUED LIABILITIES	12

NOTE 8:	LONG-TERM DEBT, LINE OF CREDIT AND COMMERCIAL PAPER PROGRAM	12

NOTE 9:	FAIR VALUE OF FINANCIAL INSTRUMENTS	12

NOTE 10:	LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES	13

NOTE 11:	ACCUMULATED OTHER COMPREHENSIVE LOSS	14

NOTE 12:	SHARE-BASED COMPENSATION	14

NOTE 13:	OTHER OPERATING (INCOME) COSTS, NET	15

NOTE 14:	INCOME TAXES	15

NOTE 15:	TIMBERLAND DIVESTITURES	15

NOTE 16:	PRINCETON LUMBER MILL DIVESTITURE	15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE QUARTERS ENDED MARCH 31, 2026 AND 2025

NOTE 1: BASIS OF PRESENTATION

Our consolidated financial statements provide an overall view of our results of operations, financial condition and cash flows. They include our accounts and the accounts of entities we control, including majority-owned domestic and foreign subsidiaries. They do not include our intercompany transactions and accounts, which are eliminated. Throughout these Notes to Consolidated Financial Statements, unless specified otherwise, references to “Weyerhaeuser,” “the company,” “we” and “our” refer to the consolidated company.

The accompanying unaudited Consolidated Financial Statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods presented. Except as otherwise disclosed in these Notes to Consolidated Financial Statements, such adjustments are of a normal, recurring nature. The Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial statements. Certain information and footnote disclosures normally included in our annual Consolidated Financial Statements have been condensed or omitted. These quarterly Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2025. Results of operations for interim periods should not necessarily be regarded as indicative of the results that may be expected for the full year.

Reclassifications

We have reclassified certain balances and results from prior years to be consistent with our 2026 reporting. This makes balances comparable from year to year. These changes include updates to the segment previously called Real Estate, Energy & Natural Resources, which has been renamed Strategic Land Solutions, effective first quarter 2026. Reportable business lines included within the segment have been updated from Real Estate and Energy & Natural Resources to Real Estate, Natural Resources and Climate Solutions. Refer to Note 2: Business Segments for discussion of the activities which comprise each business line. Our reclassifications had no effect on consolidated net earnings or equity.

NOTE 2: BUSINESS SEGMENTS

We are principally engaged in growing and harvesting timber; maximizing the value of our acreage through the sale of higher and better use (HBU) properties; monetizing the value of surface and subsurface assets through leases and royalties; and manufacturing, distributing and selling products made from trees. Our business segments are organized based primarily on products and services which include:

●

Timberlands – Logs, timber, recreational leases and other products;

●

Strategic Land Solutions – Real Estate (sales of timberlands), Natural Resources (rights to explore for and extract hard minerals, construction materials and natural gas production) and Climate Solutions (conservation, mitigation banking, renewable energy, forest carbon and carbon capture and sequestration).

●

Wood Products – Structural lumber, oriented strand board, engineered wood products and building materials distribution.

A reconciliation of our business segment information to the respective information in the Consolidated Statement of Operations is as follows:


DOLLAR AMOUNTS IN MILLIONS	TIMBERLANDS			STRATEGIC LAND SOLUTIONS			WOOD PRODUCTS			UNALLOCATED ITEMS AND INTERSEGMENT ELIMINATIONS			CONSOLIDATED
QUARTER ENDED MARCH 2026
Net sales to unaffiliated customers	$	356		$	207		$	1,164		$	—		$	1,727
Intersegment sales		136			—			—			(136	)		—
Total		492			207			1,164			(136	)		1,727
Costs of sales		409			32			1,087			(119	)		1,409
Gross margin		83			175			77			(17	)		318
Selling expenses		—			—			22			1			23
General and administrative expenses		25			6			39			49			119
Other segment items(1)		(57	)		—			(26	)		22			(61	)
Net contribution (charge) to earnings	$	115		$	169		$	42		$	(89	)	$	237

QUARTER ENDED MARCH 2025
Net sales to unaffiliated customers	$	382		$	94		$	1,287		$	—		$	1,763
Intersegment sales		152			—			—			(152	)		—
Total		534			94			1,287			(152	)		1,763
Costs of sales		409			32			1,114			(127	)		1,428
Gross margin		125			62			173			(25	)		335
Selling expenses		—			—			22			1			23
General and administrative expenses		24			7			39			49			119
Other segment items(1)		(1	)		(1	)		6			24			28
Net contribution (charge) to earnings	$	102		$	56		$	106		$	(99	)	$	165

(1)

Other segment items for each reportable segment includes recurring and non-recurring income and expense items. For our Timberlands segment, this includes gains on the sale of timberlands for the quarter ended March 31, 2026. For our Wood Products segment, this includes product remediation insurance recoveries for the quarter ended March 31, 2026. For Unallocated Items, this includes non-operating pension and other post-employment benefit costs and interest income and other for all periods presented. Refer to Note 13: Other Operating (Income) Costs, Net for additional information.

Reconciliation of Net Contribution to Earnings to Net Earnings


	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	MARCH 2026			MARCH 2025
Net contribution to earnings	$	237		$	165
Interest expense, net of capitalized interest		(66	)		(66	)
Earnings before income taxes		171			99
Income taxes		(15	)		(16	)
Net earnings	$	156		$	83

Additional Financial Information


DOLLAR AMOUNTS IN MILLIONS	TIMBERLANDS		STRATEGIC LAND SOLUTIONS		WOOD PRODUCTS		UNALLOCATED ITEMS AND INTERSEGMENT ELIMINATIONS		CONSOLIDATED
QUARTER ENDED MARCH 2026
Depreciation, depletion and amortization	$	63	$	1	$	57	$	3	$	124
Capital expenditures	$	43	$	—	$	69	$	—	$	112

QUARTER ENDED MARCH 2025
Depreciation, depletion and amortization	$	65	$	2	$	55	$	3	$	125
Capital expenditures	$	26	$	—	$	67	$	—	$	93

Total Assets


DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2026		DECEMBER 31, 2025
Timberlands and Strategic Land Solutions(1)	$	12,527	$	12,687
Wood Products		3,360		3,194
Unallocated items		514		732
Consolidated	$	16,401	$	16,613

(1)

Assets attributable to the Strategic Land Solutions segment are combined with total assets for the Timberlands segment as we do not produce separate balance sheets internally.

NOTE 3: REVENUE RECOGNITION

A reconciliation of revenue recognized by our major products:


	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	MARCH 2026		MARCH 2025
Net sales to unaffiliated customers:
Timberlands segment
Delivered logs:
West
Domestic sales	$	83	$	98
Export grade sales		61		71
Subtotal West		144		169
South		148		152
North		14		14
Subtotal delivered logs sales		306		335
Stumpage and pay-as-cut timber		10		10
Recreational and other lease revenue		20		19
Other(1)		20		18
Net sales attributable to Timberlands segment		356		382
Strategic Land Solutions segment
Real estate		69		62
Natural resources		27		19
Climate solutions		111		13
Net sales attributable to Strategic Land Solutions segment		207		94
Wood Products segment
Structural lumber		478		527
Oriented strand board		167		228
Engineered solid section		155		161
Engineered I-joists		72		88
Softwood plywood		38		40
Medium density fiberboard		31		32
Complementary building products		143		125
Other(2)		80		86
Net sales attributable to Wood Products segment		1,164		1,287
Total net sales	$	1,727	$	1,763

(1)

Other Timberlands sales include sales of seeds and seedlings from our nursery operations as well as wood chips.

(2)

Other Wood Products sales include wood chips, other byproducts and third-party residual log sales from our Canadian Forestlands operations.

NOTE 4: NET EARNINGS PER SHARE AND SHARE REPURCHASES

Our basic and diluted earnings per share were:

●

$0.22 during first quarter 2026 and

●

$0.11 during first quarter 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.


	QUARTER ENDED
SHARES IN THOUSANDS	MARCH 2026		MARCH 2025
Weighted average common shares outstanding – basic		721,290		726,143
Dilutive potential common shares:
Stock options		5		74
Restricted stock units		52		43
Performance share units		324		306
Total effect of outstanding dilutive potential common shares		381		423
Weighted average common shares outstanding – dilutive		721,671		726,566

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.


	QUARTER ENDED
SHARES IN THOUSANDS	MARCH 2026		MARCH 2025
Performance share units		1,093		905

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 409,043 common shares for approximately $10 million (including transaction fees) under the 2025 Repurchase Program during first quarter 2026. As of March 31, 2026, we had remaining authorization of $928 million for future share repurchases under the 2025 Repurchase Program. During first quarter 2025, we repurchased 845,049 common shares for approximately $25 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 were no unsettled shares as of March 31, 2026 and December 31, 2025.

NOTE 5: INVENTORIES

Inventories include raw materials, work-in-process and finished goods, as well as materials and supplies.


DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2026		DECEMBER 31, 2025
LIFO inventories:
Logs	$	24	$	28
Lumber, plywood, oriented strand board and fiberboard		90		74
Other products		9		9
Moving average cost or FIFO inventories:
Logs		67		39
Lumber, plywood, oriented strand board, fiberboard and engineered wood products		128		107
Other products		173		173
Materials and supplies		168		163
Total	$	659	$	593

LIFO – the last-in, first-out method – applies to major inventory products held at our U.S. locations. The moving average cost method or FIFO – the first-in, first-out method – applies to the balance of our U.S. raw material and product inventories, all material and supply inventories and all foreign inventories.

NOTE 6: PENSION AND OTHER POST-EMPLOYMENT BENEFIT PLANS

The components of net periodic benefit cost are:


	PENSION
	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	MARCH 2026			MARCH 2025
Service cost	$	4		$	4
Interest cost		23			30
Expected return on plan assets		(22	)		(26	)
Amortization of actuarial loss		12			14
Total net periodic benefit cost – pension	$	17		$	22


	OTHER POST-EMPLOYMENT BENEFITS
	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	MARCH 2026		MARCH 2025
Interest cost	$	1	$	1
Total net periodic benefit cost – other post-employment benefits	$	1	$	1

For the periods presented, service cost is included in “Costs of sales,” “Selling expenses,” and “General and administrative expenses” with the remaining components included in “Non-operating pension and other post-employment benefit costs” in the Consolidated Statement of Operations.

Fair Value of Pension Plan Assets and Obligations

In our year-end reporting process, we estimate the fair value of pension plan assets based upon the information available at that time. For certain assets, primarily private equity funds, the information available consists of net asset values as of an interim date, cash flows between the interim date and the end of the year and market events. We evaluate the year-end estimated fair value of pension plan assets in the second quarter of each year to incorporate final net asset values reflected in financial statements received after we have filed our Annual Report on Form 10-K.

NOTE 7: ACCRUED LIABILITIES

Accrued liabilities were comprised of the following:


DOLLAR AMOUNTS IN MILLIONS	MARCH 31, 2026		DECEMBER 31, 2025
Compensation and employee benefit costs	$	161	$	190
Current portion of lease liabilities		25		25
Customer rebates, volume discounts and deferred income		81		127
Interest		55		53
Taxes payable		27		28
Other		55		55
Total	$	404	$	478

NOTE 8: LONG-TERM DEBT, LINE OF CREDIT AND COMMERCIAL PAPER PROGRAM

Long-term Debt

During first quarter 2026, we repaid our $150 million 7.70 percent debentures at maturity.

During first quarter 2025, we repaid our $139 million 8.50 percent debentures and 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 Secured Overnight Financing Rate (SOFR) plus a spread or a mutually agreed-upon base rate plus a spread.

Line of Credit

During second quarter 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. We had no outstanding borrowings on our revolving credit facility as of March 31, 2026 or December 31, 2025.

Commercial Paper Program

During fourth quarter 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 March 31, 2026 or December 31, 2025.

NOTE 9: FAIR VALUE OF FINANCIAL INSTRUMENTS

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


	MARCH 31, 2026				DECEMBER 31, 2025
DOLLAR AMOUNTS IN MILLIONS	CARRYING VALUE		FAIR VALUE (LEVEL 2)		CARRYING VALUE		FAIR VALUE (LEVEL 2)
Long-term debt (including current maturities) and line of credit:
Fixed rate	$	4,077	$	4,021	$	4,225	$	4,242
Variable rate		1,347		1,350		1,347		1,350
Total debt	$	5,424	$	5,371	$	5,572	$	5,592

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.

Derivative Instruments Designated as Cash Flow Hedges

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 $800 million term loan due in 2028 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 March 31, 2026 and 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.

Foreign Currency Hedging Relationship

During first quarter 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 March 31, 2026 and December 31, 2025, all forward contracts with an aggregate notional amount of $20 million and $32 million, respectively, were designated as cash flow hedging instruments of hedged forecasted foreign-currency denominated purchases of equipment.

The current and noncurrent fair value of our outstanding derivatives designated as cash flow hedging instruments as recorded on our Consolidated Balance Sheet are summarized below:


	DERIVATIVE ASSETS				DERIVATIVE LIABILITIES
DOLLAR AMOUNTS IN MILLIONS	PREPAID EXPENSES AND OTHER CURRENT ASSETS		OTHER ASSETS		ACCRUED LIABILITIES		OTHER LIABILITIES
AS OF MARCH 31, 2026
Interest rate swaps	$	1	$	2	$	—	$	—
Foreign currency forward contracts		1		—		—		—
Total fair value	$	2	$	2	$	—	$	—

AS OF DECEMBER 31, 2025
Interest rate swaps	$	—	$	—	$	1	$	2
Foreign currency forward contracts		2		1		—		—
Total fair value	$	2	$	1	$	1	$	2

The unrealized net gain on our outstanding derivative instruments recognized in "Other comprehensive income" in our Consolidated Statement of Comprehensive Income and recorded in "Accumulated other comprehensive loss" on our Consolidated Balance Sheet are summarized below:


	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	MARCH 2026			MARCH 2025
Interest rate swaps	$	5		$	—
Foreign currency forward contracts		(1	)		2
Total unrealized net gain on cash flow hedges	$	4		$	2

Fair Value of Other Financial Instruments

We believe that our other financial instruments, including cash and cash equivalents, short-term investments, 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.

NOTE 10: LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES

Legal Proceedings

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 Statement of Operations, Consolidated Balance Sheet or Consolidated Statement of Cash Flows.

Environmental Matters

Site Remediation

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.

As of March 31, 2026, our total accrual for future estimated remediation costs on active Superfund sites and other sites for which we are potentially responsible was approximately $90 million. These amounts are recorded in "Accrued liabilities" and "Other liabilities" on our Consolidated Balance Sheet.

NOTE 11: ACCUMULATED OTHER COMPREHENSIVE LOSS

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


	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	MARCH 2026			MARCH 2025
Pension(1)
Balance at beginning of period	$	(502	)	$	(583	)
Other comprehensive income before reclassifications		1			—
Amounts reclassified from accumulated other comprehensive loss to earnings(2)		12			10
Total other comprehensive income		13			10
Balance at end of period	$	(489	)	$	(573	)
Other post-employment benefits(1)
Balance at beginning of period	$	28		$	23
Other comprehensive loss before reclassifications		(1	)		(1	)
Total other comprehensive loss		(1	)		(1	)
Balance at end of period	$	27		$	22
Translation adjustments and other
Balance at beginning of period	$	181		$	158
Translation adjustments		(7	)		2
Unrealized gain on cash flow hedges(1)		4			2
Total other comprehensive (loss) income		(3	)		4
Balance at end of period		178			162
Accumulated other comprehensive loss, end of period	$	(284	)	$	(389	)

(1)

Amounts presented are net of tax.

(2)

Amounts of actuarial loss and prior service cost are components of net periodic benefit cost. See Note 6: Pension and Other Post-Employment Benefit Plans.

NOTE 12: SHARE-BASED COMPENSATION

Share-based compensation activity during first quarter 2026 included the following:


SHARES IN THOUSANDS	GRANTED		VESTED
Restricted stock units (RSUs)		1,108		710
Performance share units (PSUs)		622		214

A total of 661 thousand shares of common stock were issued as a result of RSU and PSU vestings, net of tax.

Restricted Stock Units

The weighted average fair value of the RSUs granted in 2026, calculated as an average of the high and low prices on grant date, was $27.09. The vesting provisions for RSUs granted in 2026 were consistent with prior year grants.

Performance Share Units

The weighted average grant date fair value of PSUs granted in 2026 was $26.29. The final number of shares granted in 2026 will vest between a range of 0 percent to 150 percent of each grant's target, depending upon actual company total shareholder return (TSR) compared against the TSR of an industry peer group, as well as company progress in achieving EBITDA growth targets. TSR assumes full reinvestment of dividends. In the event of negative absolute TSR, the TSR component used in the blended payout calculation is capped at 125 percent.

Weighted Average Assumptions Used in Estimating the Value of Performance Share Units Granted in 2026


		PERFORMANCE SHARE UNITS
Performance period		2/13/2026 – 12/31/2028
Valuation date closing stock price		$26.75
Risk-free rate		3.37% – 3.43%
Expected volatility		27.90%

NOTE 13: OTHER OPERATING (INCOME) COSTS, NET

Other operating (income) costs, net were comprised of the following:


	QUARTER ENDED
DOLLAR AMOUNTS IN MILLIONS	MARCH 2026			MARCH 2025
Environmental remediation charges	$	1		$	4
Litigation expense, net		8			2
Product remediation insurance recovery		(28	)		—
Research and development expenses		1			1
Other, net		5			7
Total other operating (income) costs, net	$	(13	)	$	14

NOTE 14: INCOME TAXES

As a real estate investment trust (REIT), we generally are not subject to federal corporate income taxes on REIT taxable income that is distributed to shareholders. We are required to pay corporate income taxes on earnings of our Taxable REIT Subsidiaries (TRSs), which include our Wood Products segment and a portion of our Timberlands and Strategic Land Solutions segments.

The quarterly provision for income taxes is based on our current estimate of the annual effective tax rate and is adjusted for discrete taxable events that have occurred during the year. Our 2026 estimated annual effective tax rate, excluding discrete items, differs from the U.S. federal statutory tax rate of 21 percent primarily due to state and foreign income taxes and tax benefits associated with our nontaxable REIT earnings.

Tax Legislation

On July 4, 2025, H.R. 1, commonly known as the One Big, Beautiful Bill Act (the OBBBA), was enacted. The OBBBA contained significant changes to corporate taxation, including accelerated deductions for capital spending, expensing of research and development costs and increased deductibility of interest expense. Additionally, effective for taxable years beginning after December 31, 2025, the value of TRS securities that a REIT may hold increased from 20 percent to 25 percent of the value of the REIT’s total assets. We do not expect a material impact to our 2026 financial statements due to the enactment of the OBBBA.

NOTE 15: TIMBERLAND DIVESTITURES

In February 2026, we completed the sale of 108 thousand acres of Virginia timberlands for $192 million, which is net of purchase price adjustments and closing costs. As a result of the sale, we recorded a $58 million gain in the Timberlands segment in our Consolidated Statement of Operations. This sale was not considered a strategic shift that had, or will have, a major effect on our operations or financial results and therefore did not meet the requirements for presentation as discontinued operations.

NOTE 16: PRINCETON LUMBER MILL DIVESTITURE

In third quarter 2025, we completed the sale of our Princeton lumber mill for a total purchase price of approximately $85 million. The total purchase price was inclusive of mill assets, the associated timber licenses in British Columbia and the value of working capital as of the closing date. Pursuant to the transaction closing, a gain on the sale of $29 million was recognized. The transfer of all associated timber licenses in British Columbia was subject to regulatory approval and a portion of the total purchase price was held in escrow to be released in conjunction with the approval and transfer of these licenses. In April 2026, we obtained all necessary approvals and completed the transfer of the associated licenses. As a result, we received final proceeds of $22 million.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This report contains statements concerning our future results and performance that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include, without limitation, statements relating to: our expected future financial and operating performance; our plans, strategies, intentions and expectations; our capital structure and the sufficiency of our liquidity position to meet future cash requirements; our cash dividend framework, including our target percentage return to shareholders of Adjusted Funds Available for Distribution, including expected supplemental cash dividends and/or future share repurchases; future compliance with covenants in our debt agreements; our expectations concerning our contingent liabilities and the sufficiency of related reserves and accruals including, but not limited to, cost estimates of future litigation and environmental remediation; our provision for income taxes; expected capital expenditures; the expected cost, productivity and timing of the completion of a new wood products manufacturing facility; estimated returns on pension plan assets; expected market and general economic conditions, including related influencing factors such as the trajectory of U.S. housing construction activity, repair and remodel activity, inflation trends and interest rates and the potential impacts of U.S. trade policy; our expectations about our future opportunities in emerging carbon credit and carbon capture and storage markets and our assumptions used in valuing incentive compensation and related expense.

Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often involve use of words such as “anticipate,” “believe,” “committed,” "continue,” “estimate,” “expect,” “foreseeable,” “maintain,” “may,” "plan," “potential,” and “will,” or similar words or terminology. They may use the positive, negative or another variation of those and similar words. 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. There is no guarantee that any of the events anticipated by our forward-looking statements will occur. If any of the events occur, there is no guarantee what effect it will have on our operations, cash flows, or financial condition. We undertake no obligation to update our forward-looking statements after the date of this report. The factors listed below, as well as other factors not described herein because they are not currently known to us or we currently judge them to be immaterial, may cause our actual results to differ significantly from our forward-looking statements:

●

the effect of general economic conditions, including employment rates, interest rates, inflation rates, housing starts, general availability and cost of financing for home mortgages and the relative strength of the U.S. dollar;

●

market demand for the company's products, including market demand for our timberland properties with higher and better uses, which is related to, among other factors, the strength of the various U.S. business segments and U.S. and international economic conditions;

●

changes in currency exchange rates, particularly the relative value of the U.S. dollar to the Japanese yen, the Chinese yuan and the Canadian dollar, and the relative value of the euro to the yen;

●

U.S. trade policy and resulting restrictions on international trade and tariffs imposed on imports or exports;

●

the availability and cost of shipping and transportation;

●

economic activity in Asia, especially Japan, India and China;

●

performance of our manufacturing operations, including maintenance and capital requirements;

●

potential disruptions in our manufacturing operations;

●

the level of competition from domestic and foreign producers;

●

the successful execution of our internal plans and strategic initiatives, including restructuring and cost reduction initiatives, as well as our previously announced growth initiatives;

●

our ability to hire and retain capable employees;

●

the successful and timely execution and integration of our strategic acquisitions, including our ability to realize expected benefits and synergies, and the successful and timely execution of our strategic divestitures, each of which is subject to a number of risks and conditions beyond our control including, but not limited to, timing and required regulatory approvals or the occurrence of any event, change or other circumstances that could give rise to a termination of any acquisition or divestiture transaction under the terms of the governing transaction agreements;

●

raw material availability and prices;

●

the effect of weather;

●

changes in global or regional climate conditions and governmental response to such changes;

●

the risk of loss from fires, floods, windstorms, hurricanes, pest infestation and other natural disasters;

●

the effects of significant geopolitical conditions or developments such as significant international trade disputes or domestic or foreign terrorist attacks, armed conflict and political unrest;

●

the occurrence of regional or global health epidemics and their potential effects on our business, results of operations, cash flows, financial condition and future prospects;

●

energy and fuel prices;

●

transportation and labor availability and costs;

●

federal tax policies;

●

the effect of forestry, land use, environmental and other governmental regulations;

●

legal proceedings;

●

performance of pension fund investments and related derivatives;

●

the effect of timing of employee retirements as it relates to the cost of pension benefits and changes in the market price of our common stock on charges for share-based compensation;

●

the accuracy of our estimates of costs and expenses related to contingent liabilities and the accuracy of our estimates of charges related to casualty losses;

●

changes in accounting principles and

●

other risks and uncertainties described in this report under Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) and 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 update our forward-looking statements after the date of this report.

RESULTS OF OPERATIONS

In reviewing our results of operations, it is important to understand these terms:

●

Sales realizations for Timberlands and Wood Products refer to net selling prices. This includes selling price plus freight, minus normal sales deductions. Real Estate transactions are presented at the contract sales price before commissions and closing costs, net of any credits.

●

Net contribution (charge) to earnings does not include interest expense or income taxes.

ECONOMIC AND MARKET CONDITIONS AFFECTING OUR OPERATIONS

Our market conditions and the strength of the broader U.S. economy are, and will continue to be, influenced by the trajectory of activity in the U.S. housing and repair and remodel segments, inflation trends, employment growth and interest rates. The demand for sawlogs within our Timberlands segment is directly affected by domestic production of wood-based building products. The strength of the U.S. housing market, particularly new residential construction, strongly affects demand in our Wood Products segment, as does repair and remodeling activity. Seasonal weather patterns impact the level of construction activity in the U.S., which in turn affects demand for our logs and wood products. Our Timberlands segment, particularly the Western region, is also affected by export demand and trade policy. Japanese housing starts are a key driver of export log demand in Japan. The demand for pulpwood from our Timberlands segment is directly affected by the production of pulp, paper and oriented strand board (OSB), as well as the demand for biofuels, such as wood-burning pellets made from pulpwood. Our Timberlands segment is also influenced by the availability of harvestable timber. In general, Western log markets are highly tensioned by available supply, while Southern log markets have more available supply. However, additional mill capacity being added in the U.S. South has led to tightening of markets in certain geographies. Our Strategic Land Solutions segment is affected by a variety of factors, including the general state of the economy, local real estate market conditions, the level of construction activity in the U.S. and development of opportunities in our Climate Solutions business.

Geopolitical events and ongoing U.S. trade policy changes have resulted in macroeconomic uncertainty and increased cautiousness by consumers. The conflict in the Middle East has had a near-term impact on energy and fuel prices, which has negatively affected businesses and households. Trade and tariff policies, along with potential countermeasures by other countries, affect supply and demand trends, import and export dynamics, and pricing for our products.

The discussion below includes a number of publicly available data points, many of which are obtained from U.S. federal government institutions. Due to the federal government shutdown in February, availability of certain data points is limited to January or February 2026. All other data points are updated through first quarter 2026.

Housing market conditions have been mixed, with lower home sales but relatively steady building activity. Elevated mortgage interest rates, reduced affordability and weaker consumer confidence remain key factors influencing housing demand. While overall housing inventory remains historically low across many markets, inventories of unsold new and existing single-family units have stabilized after increasing through 2025. On a seasonally adjusted annual basis, as reported by the U.S. Census Bureau, housing starts for first quarter 2026 averaged 1.4 million units, a 7.2 percent increase from fourth quarter 2025. Single-family starts averaged 957 thousand units in first quarter 2026, a 3.5 percent increase from fourth quarter 2025. Multi-family starts averaged 462 thousand units in first quarter 2026, a 16.0 percent increase from fourth quarter 2025. Single-family construction is a primary driver of our business as compared to multi-family construction due to the amount of wood products used per unit. Sales of newly built single-family homes averaged a seasonally adjusted annual rate of 587 thousand units for January 2026, a 17.2 percent decrease from fourth quarter 2025, as affordability constraints and elevated financing costs continued to weigh on buyer demand despite ongoing builder incentives. Notwithstanding current macroeconomic uncertainty and potential impacts to housing demand, we expect a favorable U.S. housing construction market over the medium to long-term, supported by strong demographics in the key home buying age cohorts and a decade of under building.

Repair and remodeling expenditures increased 2.62 percent from fourth quarter 2025 to first quarter 2026, according to the Census Bureau Advance Retail Spending report. While there continues to be steady demand due to growing home equity and the lock-in effect of lower mortgage rates compared to current rates, many homeowners have been more cautious in discretionary spending on large projects. Professionally built segments were firmer than do-it-yourself (DIY) activity, though both continue to be restrained due to subdued consumer confidence, elevated interest rates and concerns around the trajectory of the economy. Slower sales of existing homes have also contributed to muted activity as there is often an increase in upgrades and repairs before and after the sale of a home. Over the longer term, we expect this sector to return to historical growth trends driven by recent deferrals in repair and remodel spending, higher levels of home equity and an aging U.S. housing stock, with a median age of 46 years.

In U.S. wood product markets, operating capacity across the industry has come into a more normalized balance with measured demand, leading to price uplift across many commodity products. In first quarter 2026, the Random Lengths Framing Lumber Composite price averaged $435/MBF and the OSB Composite averaged $261/MSF. Over the course of first quarter 2026, composite prices for lumber increased from $385/MBF to $470/MBF and composite prices for OSB increased from $230/MSF to $265/MSF. The Framing Lumber Composite continued on an upward trajectory across most regions and species. Curtailments during the holiday season and some permanent closures in the fourth quarter of 2025, combined with leaner dealer inventories at the beginning of the quarter, contributed to the price increases. What had been a large divergence in lumber prices across regions and species narrowed in first quarter 2026, with Southern Yellow Pine showing particularly strong gains relative to other species. For OSB, product pricing showed modest improvement from the fourth quarter, as supply adjustments were not as pronounced as in lumber, reflecting relatively higher levels of OSB operating capacity across the U.S. and Canada.

In Western log markets, Douglas-fir sawlog prices increased 5.4 percent in first quarter 2026 compared with fourth quarter 2025, as reported by Fastmarkets RISI Log Lines based on Weyerhaeuser’s sales mix. Log prices in the domestic market rose as several mills returned to normal operations after year-end. In the South, delivered sawlog prices decreased 1.3 percent in first quarter 2026 compared to fourth quarter 2025 and declined 3.5 percent from first quarter 2025, as reported by TimberMart-South. Delivered pine pulpwood prices decreased 1.3 percent in first quarter 2026 compared to fourth quarter 2025 and declined 5.7 percent from first quarter 2025 as reported by TimberMart-South. In general, Southern log supply remains ample and wood product and fiber mills continue to align production with end-market demand. Pulpwood prices have been more challenged in several localized regions following mill closures in 2025 and slower end-use market demand.

Currency exchange rates, available supply from other countries and trade policy affect our export businesses. In Japan, total housing starts decreased 2.7 percent year-to-date through February compared to the same period in 2025, while the key Post and Beam segment saw a 7.3 percent increase, partly reflecting a backlog of permit applications following more stringent building requirements that took effect April 1, 2025. Slowing demand has been partially offset by reduced lumber imports from Europe and lower inventories of European lumber in the Japanese market, while higher energy costs have had some negative impact on Japanese producers. In China, during fourth quarter 2025 regulators lifted the March 4, 2025 suspension of log imports from the U.S. As a result, Weyerhaeuser is in the early stages of re-establishing its log export program to strategic customers in China.

Interest rates affect our business primarily through their impact on mortgage rates and housing affordability, their general impact on the economy and their influence on our capital management activities. Actions by the U.S. Federal Reserve, the overall condition of the economy and fluctuations in financial markets are all factors that influence long-term interest rates. 30-year mortgage rates, which are generally correlated with long-term interest rates, increased from 6.2 percent in fourth quarter 2025 to 6.4 percent in first quarter 2026, according to economic data from Freddie Mac. Many builders have been able to offset higher mortgage rates through discounts, mortgage rate buydowns and modifying product offerings such as home sizes and finishes. Higher rates have also locked in many existing homeowners from selling, thereby reducing inventories of existing homes for sale which has led to incremental demand for available new homes.

Increased inflation affects the cost of our operations across each of our business segments, including costs for raw materials, transportation, energy and labor. The Consumer Price Index increased at an annual rate of 3.3 percent as of March 2026 compared to 2.7 percent as of December 2025. This rate is markedly down from prior periods of elevated inflation, although the Iran conflict has led to markedly higher energy and fuel prices. While we can offset some of our costs that are affected by inflation through our sales activities, operational excellence initiatives and procurement practices, not all costs associated with inflation can be fully mitigated or passed on to the customer.

The condition of the labor market affects all of our businesses as it relates to our ability to attract and retain employees and contractors. The unemployment rate decreased from 4.4 percent in fourth quarter 2025 to 4.3 percent in first quarter 2026. Weyerhaeuser is currently in active negotiations with members of the International Association of Machinists and Aerospace Workers union to establish a new collective bargaining agreement (CBA) covering approximately 1,200 Wood Products and Timberlands employees across four lumber mills and a portion of our Western Timberlands operations in Washington and Oregon. The employees covered by the current CBA, which will expire on May 31, 2026, last commenced a work stoppage in September 2022 that was resolved in October 2022. At this stage in the negotiations, there is no way to be certain about the occurrence or extent of any work stoppage.

Governments and businesses across the globe have publicly expressed that climate change is a compelling issue requiring considerable responsive action; many have made significant commitments toward decarbonizing activities and operations and reducing greenhouse gas emissions. Achieving these commitments will require significant efforts, including modifying operations, investing in low-carbon technologies or purchasing credits to reduce environmental impacts. Although political and broader sentiment for climate change mitigation activities and related investments can fluctuate, we expect that over the long-term, climate change will continue to be a significant social concern and priority. With that in mind, we believe we are uniquely positioned to help others achieve climate change mitigation goals through our Climate Solutions business.

CONSOLIDATED RESULTS

How We Did First Quarter 2026


	QUARTER ENDED				AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES	MARCH 2026		MARCH 2025		2026 VS. 2025
Net sales	$	1,727	$	1,763	$	(36	)
Costs of sales	$	1,409	$	1,428	$	(19	)
Operating income	$	247	$	179	$	68
Net earnings	$	156	$	83	$	73
Earnings per share, basic and diluted	$	0.22	$	0.11	$	0.11

Comparing First Quarter 2026 with First Quarter 2025

Net sales

Net sales decreased $36 million – 2 percent – primarily due to a $123 million decrease in Wood Products net sales attributable to decreased sales realizations across most product lines, as well as a $26 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased log sales realizations and volumes in the Western region. These decreases were partially offset by a $113 million increase in Strategic Land Solutions net sales primarily due to a $94 million conservation easement sale in our Climate Solutions business.

Costs of sales

Costs of sales decreased $19 million – 1 percent – primarily due to decreased sales volumes for most products in our Wood Products segment.

WEYERHAEUSER CO 10-Q