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~~JUNE 3130, 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~~July 27, 2026, ~~721~~720,~~043~~736 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)	1617
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2731
ITEM 4.	CONTROLS AND PROCEDURES	2832
PART II	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	2832
ITEM 1A.	RISK FACTORS	2832
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	2832
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES – NOT APPLICABLE
ITEM 4.	MINE SAFETY DISCLOSURES – NOT APPLICABLE
ITEM 5.	OTHER INFORMATION	2933
ITEM 6.	EXHIBITS	3034
	SIGNATURES	3135

PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES	~~MARCH~~JUNE 2026			~~MARCH~~JUNE 2025			JUNE 2026			JUNE 2025
Net sales (Note 3)	$	1,~~727~~867		$	1,~~763~~884		$	3,594		$	3,647
Costs of sales		1,~~409~~556			1,~~428~~559			2,965			2,987
Gross margin		~~318~~311			~~335~~325			629			660
Selling expenses		2324			23			47			46
General and administrative expenses		~~119~~115			~~119~~114			234			233
Gain on sale of timberlands (Note 15)		(5871	)		—			(129	)		—
Other operating (income) costs, net (Note 13)		(13	)		14
Other operating costs, net (Note 13)		20			10			7			24
Operating income		~~247~~223			~~179~~178			470			357
Non-operating pension and other post-employment benefit costs (Note 6)		(14	)		(19	)		(28	)		(38	)
Interest income and other		4			56			8			11
Interest expense, net of capitalized interest		(66	)		(66	)		(132	)		(132	)
Earnings before income taxes		~~171~~147			99			318			198
Income taxes (Note 14)		(15	)		(1612	)		—			(28	)
Net earnings	$	~~156~~162		$	8387		$	318		$	170
Earnings per share, basic and diluted (Note 4)	$	0.2223		$	0.1112		$	0.44		$	0.23
Weighted average shares outstanding (in thousands) (Note 4):
Basic		721,~~290~~421			~~726~~723,~~143~~682			721,356			724,906
Diluted		721,~~671~~901			~~726~~723,~~566~~927			721,787			725,239

See accompanying Notes to Consolidated Financial Statements.

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(UNAUDITED)

	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	~~MARCH~~JUNE 2026			~~MARCH~~JUNE 2025			JUNE 2026			JUNE 2025
Net earnings	$	~~156~~162		$	8387		$	318		$	170
Other comprehensive income (loss):
Foreign currency translation adjustments		(710	)		219			(17	)		21
Changes in unamortized actuarial loss, net of tax expense of $3 and $3		11			10
Changes in unamortized actuarial loss, net of tax expense of $3, $2, $6 and $5		10			9			21			19
Changes in unamortized net prior service credit, net of tax expense of $0 and $0		1			(1	)
Changes in unamortized net prior service credit, net of tax expense of $0, $0, $0 and $0		—			1			1			—
Unrealized net gain on cash flow hedges, net of tax expense of $1 and $0 (Note 9)		4			2
Unrealized net gain on cash flow hedges, net of tax expense of $1, $0, $2 and $0 (Note 9)		5			4			9			6
Total other comprehensive income		95			1333			14			46
Total comprehensive income	$	~~165~~167		$	96120		$	332		$	216

See accompanying Notes to Consolidated Financial Statements.

WEYERHAEUSER COMPANY

CONSOLIDATED BALANCE SHEET

(UNAUDITED)

DOLLAR AMOUNTS IN MILLIONS, EXCEPT PAR VALUE	~~MARCH~~JUNE 3130,2026			DECEMBER 31,2025
ASSETS
Current assets:
Cash and cash equivalents	$	~~299~~527		$	464
Receivables, net		~~396~~373			303
Receivables for taxes		85			10
Inventories (Note 5)		~~659~~604			593
Assets held for sale		—			128
Prepaid expenses and other current assets		~~141~~127			154
Total current assets		1,~~503~~636			1,652
Property and equipment, less accumulated depreciation of $4,203 and $4,158		2,376			2,420
Property and equipment, less accumulated depreciation of $4,248 and $4,158		2,405			2,420
Construction in progress		~~397~~423			337
Timber and timberlands at cost, less depletion		11,~~475~~384			11,533
Minerals and mineral rights, less depletion		~~176~~173			177
Deferred tax assets		91113			97
Other assets		~~383~~379			397
Total assets	$	16,~~401~~513		$	16,613
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt (Note 8)	$	~~372~~122		$	522
Accounts payable		~~284~~311			278
Accrued liabilities (Note 7)		~~404~~468			478
Total current liabilities		~~1,060~~901			1,278
Long-term debt, net (Note 8)		5,~~052~~303			5,050
Deferred tax liabilities		15			18
Deferred pension and other post-employment benefits (Note 6)		~~484~~486			485
Other liabilities		~~351~~352			356
Total liabilities		67,~~962~~057			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
Common shares: $1.25 par value; authorized 1,360 million shares; issued and outstanding: 720,692 thousand shares at June 30, 2026 and 720,531 thousand shares at December 31, 2025		901			901
Other capital		7,~~391~~392			7,390
Retained earnings		1,~~431~~442			1,428
Accumulated other comprehensive loss (Note 11)		(~~284~~279	)		(293	)
Total equity		9,~~439~~456			9,426
Total liabilities and equity	$	16,~~401~~513		$	16,613

See accompanying Notes to Consolidated Financial Statements.

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

	QUARTER ENDED
	YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	~~MARCH~~JUNE 2026			~~MARCH~~JUNE 2025
Cash flows from operations:
Net earnings	$	~~156~~318		$	83170
Noncash charges (credits) to earnings:
Depreciation, depletion and amortization		~~124~~251			~~125~~250
Basis of acres sold		2354			2457
Deferred income taxes, net		1(25	)		4
Pension and other post-employment benefits (Note 6)		1837			2347
Share-based compensation expense (Note 12)		1323			1123
Gain on sale of timberlands (Note 15)		(58129	)		—
Other		1			—
Change in:
Receivables, net		(9483	)		(7666	)
Receivables and payables for taxes		114			(2216	)
Inventories		(6814	)		(6813	)
Prepaid expenses and other current assets		24			517
Accounts payable and accrued liabilities		~~(66~~17	)		~~(25~~39	)
Pension and post-employment benefit contributions and payments		(59	)		(36	)
Other		4(8	)		(1140	)
Net cash from operations		52451			70466
Cash flows from investing activities:
Capital expenditures for property and equipment		(89220	)		(71170	)
Capital expenditures for timberlands reforestation		(2331	)		(2230	)
Proceeds from sale of timberlands (Note 15)		~~192~~306			—
Other		1			(4	)
Proceeds from lumber mill sale (Note 16)		22			—
Net cash from investing activities		81			(97	)
Other		(3	)		(8	)
Net cash from investing activities		74			(208	)
Cash flows from financing activities:
Cash dividends on common shares		(~~151~~303	)		(~~152~~304	)
Net proceeds from issuance of long-term debt (Note 8)		—			299
Payments on long-term debt (Note 8)		(150	)		(210	)
Net proceeds from issuance of commercial paper (Note 8)		331			—
Repurchases of common shares (Note 4)		(10	)		(25	)
Payments on long-term debt (Note 8)		(400	)		(210	)
Other		(4	)		(9	)
Payments on commercial paper (Note 8)		(81	)		—
Net cash from financing activities		(315	)		(97	)
Repurchases of common shares (Note 4)		(20	)		(125	)
Net change in cash, cash equivalents and restricted cash		(182	)		(124	)
Other		(6	)		(10	)
Net cash from financing activities		(479	)		(350	)
Net change in cash, cash equivalents and restricted cash		46			(92	)
Cash, cash equivalents and restricted cash at beginning of period		481			684
Cash, cash equivalents and restricted cash at end of period	$	~~299~~527		$	~~560~~592
Cash paid during the period for:
Interest, net of amount capitalized of $3 and $3	$	60		$	58
Interest, net of amount capitalized of $7 and $6	$	133		$	132
Income taxes, net of refunds	$	13		$	3440

See accompanying Notes to Consolidated Financial Statements.

WEYERHAEUSER COMPANY

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(UNAUDITED)

	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES	~~MARCH~~JUNE 2026			~~MARCH~~JUNE 2025			JUNE 2026			JUNE 2025
Common shares:
Balance at beginning of period	$	901		$	908		$	901		$	908
Issued for exercise of stock options and vested units		1—			1—			1			1
Repurchases of common shares (Note 4)		(1—	)		(15	)		(1	)		(6	)
Balance at end of period		901			~~908~~903			901			903
Other capital:
Balance at beginning of period		7,~~390~~391			7,~~500~~483			7,390			7,500
Issued for exercise of stock options		5—			1—			5			1
Repurchases of common shares (Note 4)		(910	)		(2495	)		(19	)		(119	)
Share-based compensation		1310			1112			23			23
Other transactions, net		(81	)		(51	)		(7	)		(4	)
Balance at end of period		7,~~391~~392			7,~~483~~401			7,392			7,401
Retained earnings:
Balance at beginning of period		1,~~428~~431			1,~~715~~643			1,428			1,715
Net earnings		~~156~~162			8387			318			170
Dividends on common shares		(~~153~~151	)		(~~155~~154	)		(304	)		(309	)
Balance at end of period		1,~~431~~442			1,~~643~~576			1,442			1,576
Accumulated other comprehensive loss:
Balance at beginning of period		(~~293~~284	)		(~~402~~389	)		(293	)		(402	)
Other comprehensive income		95			1333			14			46
Balance at end of period (Note 11)		(~~284~~279	)		(~~389~~356	)		(279	)		(356	)
Total equity:
Balance at end of period	$	9,~~439~~456		$	9,~~645~~524		$	9,456		$	9,524
Dividends paid per common share	$	0.21		$	0.21		$	0.42		$	0.42

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	910
NOTE 4:	NET EARNINGS PER SHARE AND SHARE REPURCHASES	1011
NOTE 5:	INVENTORIES	1112
NOTE 6:	PENSION AND OTHER POST-EMPLOYMENT BENEFIT PLANS	1112
NOTE 7:	ACCRUED LIABILITIES	1213
NOTE 8:	LONG-TERM DEBT, LINE OF CREDIT AND COMMERCIAL PAPER PROGRAM	1213
NOTE 9:	FAIR VALUE OF FINANCIAL INSTRUMENTS	1213
NOTE 10:	LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES	1314
NOTE 11:	ACCUMULATED OTHER COMPREHENSIVE LOSS	1415
NOTE 12:	SHARE-BASED COMPENSATION	1415
NOTE 13:	OTHER OPERATING ~~(INCOME)~~ COSTS, NET	1516
NOTE 14:	INCOME TAXES	1516
NOTE 15:	TIMBERLAND DIVESTITURES	1516
NOTE 16:	PRINCETON LUMBER MILL DIVESTITURE	1516

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE QUARTERS AND YEAR-TO-DATE PERIODS ENDED ~~MARCH~~JUNE 3130, 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

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.

A reconciliation of our business segment information to the respective information in our 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 JUNE 2026
Net sales to unaffiliated customers	$	367		$	140		$	1,360		$	—		$	1,867
Intersegment sales		151			—			—			(151	)		—
Total		518			140			1,360			(151	)		1,867
Costs of sales		434			38			1,223			(139	)		1,556
Gross margin		84			102			137			(12	)		311
Selling expenses		1			—			23			—			24
General and administrative expenses		24			8			37			46			115
Other segment items(1)		(71	)		—			6			24			(41	)
Net contribution (charge) to earnings	$	130		$	94		$	71		$	(82	)	$	213

QUARTER ENDED JUNE 2025
Net sales to unaffiliated customers	$	373		$	154		$	1,357		$	—		$	1,884
Intersegment sales		156			—			—			(156	)		—
Total		529			154			1,357			(156	)		1,884
Costs of sales		416			44			1,243			(144	)		1,559
Gross margin		113			110			114			(12	)		325
Selling expenses		1			—			22			—			23
General and administrative expenses		24			6			40			44			114
Other segment items(1)		—			(2	)		6			19			23
Net contribution (charge) to earnings	$	88		$	106		$	46		$	(75	)	$	165

YEAR-TO-DATE ENDED JUNE 2026
Net sales to unaffiliated customers	$	723		$	347		$	2,524		$	—		$	3,594
Intersegment sales		287			—			—			(287	)		—
Total		1,010			347			2,524			(287	)		3,594
Costs of sales		843			70			2,310			(258	)		2,965
Gross margin		167			277			214			(29	)		629
Selling expenses		1			—			45			1			47
General and administrative expenses		49			14			76			95			234
Other segment items(1)		(128	)		—			(20	)		46			(102	)
Net contribution (charge) to earnings	$	245		$	263		$	113		$	(171	)	$	450

YEAR-TO-DATE ENDED JUNE 2025
Net sales to unaffiliated customers	$	755		$	248		$	2,644		$	—		$	3,647
Intersegment sales		308			—			—			(308	)		—
Total		1,063			248			2,644			(308	)		3,647
Costs of sales		825			76			2,357			(271	)		2,987
Gross margin		238			172			287			(37	)		660
Selling expenses		1			—			44			1			46
General and administrative expenses		48			13			79			93			233
Other segment items(1)		(1	)		(3	)		12			43			51
Net contribution (charge) to earnings	$	190		$	162		$	152		$	(174	)	$	330

(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 and year-to-date period ended June 30, 2026. For our Wood Products segment, this includes product remediation insurance recoveries for the year-to-date period ended June 30, 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 Costs, Net for additional information.

Reconciliation of Net Contribution to Earnings to Net Earnings

	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	~~MARCH~~JUNE 2026			~~MARCH~~JUNE 2025			JUNE 2026			JUNE 2025
Net contribution to earnings	$	~~237~~213		$	165		$	450		$	330
Interest expense, net of capitalized interest		(66	)		(66	)		(132	)		(132	)
Earnings before income taxes		~~171~~147			99			318			198
Income taxes		(15	)		(1612	)		—			(28	)
Net earnings	$	~~156~~162		$	8387		$	318		$	170

Additional Financial Information

DOLLAR AMOUNTS IN MILLIONS	TIMBERLANDS		STRATEGIC LAND SOLUTIONS		WOOD PRODUCTS		UNALLOCATED ITEMS AND INTERSEGMENT ELIMINATIONS		CONSOLIDATED
QUARTER ENDED MARCH 2026
QUARTER ENDED JUNE 2026
Depreciation, depletion and amortization	$	6364	$	14	$	5758	$	31	$	~~124~~127
Capital expenditures	$	4324	$	—	$	69115	$	—	$	~~112~~139
QUARTER ENDED MARCH 2025
QUARTER ENDED JUNE 2025
Depreciation, depletion and amortization	$	6564	$	24	$	55	$	32	$	125
Capital expenditures	$	2619	$	—	$	6788	$	—	$	93107
YEAR-TO-DATE ENDED JUNE 2026
Depreciation, depletion and amortization	$	127	$	5	$	115	$	4	$	251
Capital expenditures	$	67	$	—	$	184	$	—	$	251
YEAR-TO-DATE ENDED JUNE 2025
Depreciation, depletion and amortization	$	129	$	6	$	110	$	5	$	250
Capital expenditures	$	45	$	—	$	155	$	—	$	200

Total Assets

DOLLAR AMOUNTS IN MILLIONS	~~MARCH~~JUNE 3130,2026		DECEMBER 31,2025
Timberlands and Strategic Land Solutions(1)	$	12,~~527~~398	$	12,687
Wood Products		3,~~360~~368		3,194
Unallocated items		~~514~~747		732
Consolidated	$	16,~~401~~513	$	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				YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	~~MARCH~~JUNE 2026		~~MARCH~~JUNE 2025		JUNE 2026		JUNE 2025
Net sales to unaffiliated customers:
Timberlands segment
Delivered logs:
West
Domestic sales	$	83100	$	98102	$	183	$	200
Export grade sales		6171		7167		132		138
Subtotal West		~~144~~171		169		315		338
South		~~148~~145		~~152~~154		293		306
North		149		148		23		22
Subtotal delivered logs sales		~~306~~325		~~335~~331		631		666
Stumpage and pay-as-cut timber		1011		1013		21		23
Recreational and other lease revenue		20		19		40		38
Other(1)		2011		1810		31		28
Net sales attributable to Timberlands segment		~~356~~367		~~382~~373		723		755
Strategic Land Solutions segment
Real estate		6991		6272		160		134
Natural resources		2734		1926		61		45
Climate solutions		~~111~~15		1356		126		69
Net sales attributable to Strategic Land Solutions segment		~~207~~140		94154		347		248
Wood Products segment
Structural lumber		~~478~~591		~~527~~581		1,069		1,108
Oriented strand board		~~167~~180		~~228~~205		347		433
Engineered solid section		~~155~~181		~~161~~169		336		330
Engineered I-joists		7289		8895		161		183
Softwood plywood		3847		4041		85		81
Medium density fiberboard		31		3236		62		68
Complementary building products		~~143~~179		~~125~~155		322		280
Other(2)		8062		8675		142		161
Net sales attributable to Wood Products segment		1,~~164~~360		1,~~287~~357		2,524		2,644
Total net sales	$	1,~~727~~867	$	1,~~763~~884	$	3,594	$	3,647

(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.

910

NOTE 4: NET EARNINGS PER SHARE AND SHARE REPURCHASES

Our basic and diluted earnings per share were:

●

$0.2223 during ~~first~~second quarter 2026 and $0.44 during year-to-date 2026.

●

$0.1112 during ~~first~~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.

	QUARTER ENDED				YEAR-TO-DATE ENDED
SHARES IN THOUSANDS	~~MARCH~~JUNE 2026		~~MARCH~~JUNE 2025		JUNE 2026		JUNE 2025
Weighted average common shares outstanding – basic		721,~~290~~421		~~726~~723,~~143~~682		721,356		724,906
Dilutive potential common shares:
Stock options		5—		7435		2		54
Restricted stock units		52125		43		89		43
Performance share units		~~324~~355		~~306~~167		340		236
Total effect of outstanding dilutive potential common shares		~~381~~480		~~423~~245		431		333
Weighted average common shares outstanding – dilutive		721,~~671~~901		~~726~~723,~~566~~927		721,787		725,239

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

YEAR-TO-DATE ENDED

SHARES IN THOUSANDS

~~MARCH~~JUNE 2026

~~MARCH~~JUNE 2025

JUNE 2026

JUNE 2025

Performance share units

~~1,093~~824

~~905~~815

824

815

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~~734 common shares for approximately $10 million (including transaction fees) under the 2025 Repurchase Program during ~~first~~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 ~~March~~June 3130, 2026, we had remaining authorization of $~~928~~918 million for future share repurchases under the 2025 Repurchase Program. During ~~first~~second quarter 2025, we repurchased ~~845~~3,~~049~~888,932 common shares for approximately $25100 million (including transaction fees) and 4,733,981 common shares for approximately $125 million (including transaction fees) during year-to-date 2025 under the ~~2021~~share ~~Repurchase~~repurchase ~~Program~~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 were no unsettled shares as of ~~March~~June 3130, 2026 and December 31, 2025.

1011

NOTE 5: INVENTORIES

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

DOLLAR AMOUNTS IN MILLIONS	~~MARCH~~JUNE 3130,2026		DECEMBER 31,2025
LIFO inventories:
Logs	$	2414	$	28
Lumber, plywood, oriented strand board and fiberboard		9091		74
Other products		910		9
Moving average cost or FIFO inventories:
Logs		6736		39
Lumber, plywood, oriented strand board, fiberboard and engineered wood products		~~128~~112		107
Other products		~~173~~167		173
Materials and supplies		~~168~~174		163
Total	$	~~659~~604	$	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						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	~~MARCH~~JUNE 2026			~~MARCH~~JUNE 2025			JUNE 2026			JUNE 2025
Service cost	$	45		$	45		$	9		$	9
Interest cost		2324			30			47			60
Expected return on plan assets		(2223	)		(26	)		(45	)		(52	)
Amortization of actuarial loss		12			14			24			28
Total net periodic benefit cost – pension	$	17		$	22
Amortization of prior service cost		1			1			1			1
Total net periodic benefit cost – pension	$	19		$	24		$	36		$	46

	OTHER POST-EMPLOYMENT BENEFITS
	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	~~MARCH~~JUNE 2026			~~MARCH~~JUNE 2025			JUNE 2026			JUNE 2025
Interest cost	$	1		$	1		$	2		$	2
Total net periodic benefit cost – other post-employment benefits	$	1		$	1
Amortization of prior service credit		(1	)		(1	)		(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~~our 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. No adjustments to the fair value of assets or projected benefit obligations were necessary during second quarter 2026.

1112

NOTE 7: ACCRUED LIABILITIES

Accrued liabilities were comprised of the following:

DOLLAR AMOUNTS IN MILLIONS	~~MARCH~~JUNE 3130,2026		DECEMBER 31,2025
Compensation and employee benefit costs	$	~~161~~149	$	190
Current portion of lease liabilities		2524		25
Customer rebates, volume discounts and deferred income		81143		127
Interest		5547		53
Taxes payable		2746		28
Other		5559		55
Total	$	~~404~~468	$	478

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

Long-term Debt

In July 2026, we repaid the remaining $62 million and $60 million in principal outstanding on our 7.35 percent and 7.85 percent debentures, respectively, at maturity.

During second quarter 2026, we repaid the remaining $250 million in principal outstanding on our 4.75 percent notes at maturity. We also amended our $300 million senior unsecured term loan to extend the maturity date from April 2030 to April 2031 and amended our $250 million senior unsecured term loan to extend the maturity date from December 2028 to April 2031. Refinancing costs associated with each of these extensions were immaterial.

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~~2031 as a result of the aforementioned amendment. 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~~As ~~were~~of noJune ~~notes~~30, 2026, we had $250 million of commercial paper issued and outstanding under this program, aswith a weighted average interest rate of ~~March~~4.10 ~~31,~~percent. ~~2026~~There orwas no commercial paper issued and outstanding under this program as of December 31, 2025.

As of June 30, 2026, we have classified all issued and outstanding commercial paper maturing in the next 12 months as long-term because we have the intent and ability to refinance these borrowings on a long-term basis, as supported by the available capacity under our $1.75 billion revolving credit facility. The amount outstanding is recorded in "Long-term debt, net" on our Consolidated Balance Sheet.

Line of Credit

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
	JUNE 30,2026				DECEMBER 31,2025
DOLLAR AMOUNTS IN MILLIONS	CARRYINGVALUE		FAIR VALUE(LEVEL 2)		CARRYINGVALUE		FAIR VALUE(LEVEL 2)
Long-term debt (including current maturities) and line of credit:
Long-term debt (including current maturities), line of credit and commercial paper:
Fixed rate	$	43,~~077~~828	$	43,~~021~~776	$	4,225	$	4,242
Variable rate		1,347		1,350		1,347		1,350
Total debt	$	5,424	$	5,371	$	5,572	$	5,592
Commercial paper program		250		250		—		—
Total debt	$	5,425	$	5,376	$	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~~June 3130, 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~~June 3130, 2026 and December 31, 2025, all forward contracts with an aggregate notional amount of $2014 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
AS OF JUNE 30, 2026
Interest rate swaps	$	14	$	25	$	—	$	—
Foreign currency forward contracts		1		—		—		—
Total fair value	$	25	$	25	$	—	$	—
AS OF DECEMBER 31, 2025
Interest rate swaps	$	—	$	—	$	1	$	2
Foreign currency forward contracts		2		1		—		—
Total fair value	$	2	$	1	$	1	$	2

The pre-tax 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					YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	~~MARCH~~JUNE 2026			~~MARCH~~JUNE 2025		JUNE 2026		JUNE 2025
Interest rate swaps	$	56		$	—	$	11	$	—
Foreign currency forward contracts		(1—	)		24		—		6
Total unrealized net gain on cash flow hedges	$	4		$	2
Total unrealized gain on cash flow hedges	$	6		$	4	$	11	$	6

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~~June 3130, 2026, our total accrual for future estimated remediation costs on active Superfund sites and other sites for which we are potentially responsible was approximately $9093 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						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	~~MARCH~~JUNE 2026			~~MARCH~~JUNE 2025			JUNE 2026			JUNE 2025
Pension(1)
Balance at beginning of period	$	(~~502~~489	)	$	(~~583~~573	)	$	(502	)	$	(583	)
Other comprehensive income before reclassifications		1			—
Other comprehensive income (loss) before reclassifications		2			(3	)		3			(3	)
Amounts reclassified from accumulated other comprehensive loss to earnings(2)		129			1012			21			22
Total other comprehensive income		1311			109			24			19
Balance at end of period	$	(~~489~~478	)	$	(~~573~~564	)	$	(478	)	$	(564	)
Other post-employment benefits(1)
Balance at beginning of period	$	2827		$	2322		$	28		$	23
Other comprehensive loss before reclassifications		(1	)		(1	)
Other comprehensive income (loss) before reclassifications		—			2			(1	)		1
Total other comprehensive loss		(1	)		(1	)
Amounts reclassified from accumulated other comprehensive loss to earnings(2)		(1	)		(1	)		(1	)		(1	)
Balance at end of period	$	27		$	22
Total other comprehensive (loss) income		(1	)		1			(2	)		—
Translation adjustments and other
Balance at end of period	$	26		$	23		$	26		$	23
Balance at beginning of period	$	181		$	158
Translation adjustments and other
Translation adjustments		(7	)		2
Balance at beginning of period	$	178		$	162		$	181		$	158
Unrealized gain on cash flow hedges(1)		4			2
Translation adjustments		(10	)		19			(17	)		21
Total other comprehensive (loss) income		(3	)		4
Unrealized gain on cash flow hedges(1)		5			4			9			6
Balance at end of period		178			162
Total other comprehensive (loss) income		(5	)		23			(8	)		27
Accumulated other comprehensive loss, end of period	$	(284	)	$	(389	)
Balance at end of period		173			185			173			185
Accumulated other comprehensive loss, end of period	$	(279	)	$	(356	)	$	(279	)	$	(356	)

(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~~year-to-date ~~quarter~~ 2026 included the following:

SHARES IN THOUSANDS	GRANTED		VESTED
Restricted stock units (RSUs)		1,~~108~~184		~~710~~766
Performance share units (PSUs)		622		214

A total of ~~661~~712 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 $2726.0984. 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%

14NOTE 13: OTHER OPERATING COSTS, NET

~~NOTE~~Other ~~13:~~operating ~~OTHER~~costs, ~~OPERATING~~net ~~(INCOME)~~were ~~COSTS,~~comprised ~~NET~~of the following:

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


	QUARTER ENDED				YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	JUNE 2026		JUNE 2025		JUNE 2026			JUNE 2025
Environmental remediation charges	$	5	$	3	$	6		$	7
Litigation expense, net		12		3		20			5
Product remediation insurance recovery		—		—		(28	)		—
Research and development expenses		1		1		2			2
Other, net		2		3		7			10
Total other operating costs, net	$	20	$	10	$	7		$	24

	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

Divestitures

In June 2026, we completed the sale of 29 thousand acres of Oregon timberlands for $114 million, which is net of purchase price adjustments and closing costs. As a result of the sale, we recorded a $71 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.

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.

1516

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;

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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;

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the effect of weather;

●

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

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

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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;

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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;

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energy and fuel prices;

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transportation and labor availability and costs;

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federal tax policies;

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

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legal proceedings;

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performance of pension fund investments and related derivatives;

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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;

1617

●

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~~continued 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~~Housing ~~discussion~~market ~~below~~conditions ~~includes~~have aremained ~~number~~mixed, ofwith ~~publicly~~lower ~~available~~home ~~data~~sales ~~points~~and relatively steady building activity. Elevated mortgage interest rates, reduced affordability and weaker consumer confidence remain key factors influencing housing demand. Existing home inventory remains constrained in many markets due to the continued lock-in effect among homeowners with below-market mortgage rates. Inventories of ~~which~~unsold ~~are~~new ~~obtained~~homes ~~from~~have declined after reaching a cyclical peak in 2025. On a seasonally adjusted annual basis, as reported by the U.S. ~~federal~~Census ~~government~~Bureau, ~~institutions~~housing starts for second quarter 2026 averaged 1.3 ~~Due~~million tounits, ~~the~~a ~~federal~~5.0 ~~government~~percent ~~shutdown~~decrease from first quarter 2026. Single-family starts averaged 902 thousand units in ~~February~~second quarter 2026, ~~availability~~a of4.5 ~~certain~~percent ~~data~~decrease ~~points~~from first quarter 2026. Multi-family starts averaged 445 thousand units in second quarter 2026, a 6.0 percent decrease from first quarter 2026. Single-family construction is ~~limited~~a primary driver of our business compared to ~~January~~multi-family orconstruction ~~February~~due ~~2026~~to the amount of wood products used per unit. ~~All~~Sales ~~other~~of ~~data~~newly ~~points~~built ~~are~~single-family ~~updated~~homes ~~through~~averaged a seasonally adjusted annual rate of 631 thousand units for second quarter 2026, a 1.4 percent increase from first quarter 2026, as builders continue to provide incentives to help offset affordability constraints and elevated buyer financing costs. Notwithstanding current macroeconomic uncertainty and potential impacts on housing demand, we continue to expect favorable long-term fundamentals for the U.S. housing construction market, supported by strong demographic trends, a prolonged period of underbuilding, and the need for additional housing supply.

~~Housing~~Repair ~~market~~and ~~conditions~~remodeling ~~have~~expenditures ~~been~~increased ~~mixed,~~1.1 ~~with~~percent ~~lower~~from ~~home~~first ~~sales~~quarter ~~but~~2026 ~~relatively~~to ~~steady~~second ~~building~~quarter ~~activity. Elevated mortgage interest rates~~2026, ~~reduced~~according ~~affordability~~to ~~and~~the ~~weaker~~Census ~~consumer~~Bureau ~~confidence~~Advance ~~remain~~Retail ~~key~~Spending ~~factors influencing housing demand~~report. While ~~overall~~there ~~housing~~continues ~~inventory~~to ~~remains~~be ~~historically~~underlying ~~low~~demand ~~across~~due ~~many~~to ~~markets,~~growing ~~inventories~~home ofequity ~~unsold new~~ and ~~existing~~the ~~single~~lock-~~family~~in ~~units~~effect ~~have~~of ~~stabilized~~lower ~~after~~mortgage ~~increasing~~rates ~~through~~compared ~~2025.~~to Oncurrent ~~a seasonally adjusted annual basis~~rates, asmany ~~reported~~homeowners byhave ~~the~~been ~~U.S.~~more ~~Census~~cautious ~~Bureau,~~in ~~housing~~discretionary ~~starts~~spending ~~for~~on ~~first~~large ~~quarter 2026 averaged 1~~projects.4 ~~million~~Professionally ~~units,~~built asegments ~~7.2~~have ~~percent~~continued ~~increase~~to ~~from~~outpace ~~fourth quarter 2025. Single~~do-~~family~~it-yourself ~~starts~~(DIY) ~~averaged 957 thousand units in first quarter 2026~~activity, athough ~~3.5~~both ~~percent~~remain ~~increase~~restrained ~~from~~due ~~fourth~~to ~~quarter~~subdued ~~2025.~~consumer ~~Multi-family~~confidence ~~starts~~and ~~averaged~~elevated ~~462~~interest ~~thousand units in first quarter 2026, a 16~~rates.0 ~~percent~~Slower ~~increase~~sales ~~from fourth quarter 2025. Single-family construction is a primary driver~~ of ~~our~~existing ~~business~~homes ashave ~~compared~~also tocontributed ~~multi-family construction due~~ to ~~the~~muted ~~amount~~activity ofas ~~wood~~there ~~products~~is ~~used~~often ~~per~~an ~~unit.~~increase ~~Sales~~in ofupgrades ~~newly~~and ~~built~~repairs ~~single-family~~before ~~homes~~and ~~averaged~~after athe ~~seasonally~~sale ~~adjusted annual rate~~ of ~~587 thousand units for January 2026,~~ a 17home.2 ~~percent~~Over ~~decrease~~the ~~from~~longer ~~fourth quarter 2025~~term, aswe ~~affordability~~expect ~~constraints~~this ~~and~~sector ~~elevated~~to ~~financing~~return ~~costs continued~~ to ~~weigh~~historical ongrowth ~~buyer~~trends ~~demand~~driven ~~despite~~by ~~ongoing~~recent ~~builder~~deferrals ~~incentives.~~in ~~Notwithstanding~~repair ~~current macroeconomic uncertainty~~ and ~~potential~~remodel ~~impacts~~spending, tohigher ~~housing~~levels ~~demand,~~of wehome ~~expect~~equity aand ~~favorable~~an aging U.S. housing ~~construction market over the medium to long-term~~stock, ~~supported~~with bya ~~strong~~median ~~demographics in the key home buying~~ age ~~cohorts and a decade~~ of ~~under~~46 ~~building~~years.

~~Repair~~In ~~and remodeling expenditures increased 2~~U.62S. ~~percent~~wood ~~from~~product ~~fourth quarter 2025 to first quarter 2026~~markets, ~~according to~~ the ~~Census~~Random ~~Bureau~~Lengths ~~Advance~~Framing ~~Retail~~Lumber ~~Spending~~Composite ~~report.~~price ~~While~~averaged ~~there~~$490/MBF ~~continues~~and tothe beOSB ~~steady~~Composite ~~demand~~averaged ~~due~~$250/MSF toduring ~~growing~~second ~~home~~quarter ~~equity~~2026, ~~and~~while ~~the~~composite ~~lock-in~~prices ~~effect~~for oflumber ~~lower~~increased ~~mortgage~~from ~~rates~~$470/MBF ~~compared~~ to ~~current~~$513/MBF ~~rates,~~and ~~many~~composite ~~homeowners~~prices ~~have~~for ~~been~~OSB ~~more~~decreased ~~cautious~~from in$265/MSF ~~discretionary~~to ~~spending on large projects~~$243/MSF. ~~Professionally~~The ~~built~~Framing ~~segments~~Lumber ~~were~~Composite ~~firmer~~continued ~~than~~on ~~do-it-yourself~~an ~~(DIY)~~upward ~~activity,~~trajectory ~~though~~across ~~both~~most ~~continue~~regions toand bespecies. ~~restrained~~Curtailments ~~due~~and tosome ~~subdued~~permanent ~~consumer~~closures ~~confidence,~~in ~~elevated~~late ~~interest~~2025 ~~rates~~ and ~~concerns~~into ~~around~~2026, ~~the~~fewer ~~trajectory~~European oflumber ~~the~~imports, ~~economy.~~leaner ~~Slower~~dealer ~~sales~~inventories ofand ~~existing~~tighter ~~homes~~freight ~~have~~markets ~~also~~ contributed to ~~muted~~the ~~activity~~price asincreases. ~~there~~What ishad ~~often~~been ana ~~increase~~large divergence in ~~upgrades~~lumber ~~and~~prices ~~repairs~~across ~~before~~regions and ~~after~~species ~~the~~narrowed ~~sale~~over offirst ahalf ~~home.~~2026, ~~Over~~with ~~the~~Southern ~~longer~~Yellow ~~term,~~Pine weshowing ~~expect~~particularly ~~this~~strong ~~sector~~gains torelative ~~return~~ to ~~historical~~other ~~growth~~species. ~~trends~~For ~~driven~~OSB, byproduct ~~recent~~pricing ~~deferrals~~has inremained ~~repair~~low ~~and~~as ~~remodel~~there ~~spending,~~have ~~higher~~been ~~levels~~fewer ofsupply ~~home~~adjustments ~~equity~~across ~~and~~the ~~an aging~~ U.S. ~~housing~~and ~~stock,~~Canada ~~with~~than athe ~~median~~lumber ~~age of 46 years~~sector.

In ~~U.S.~~Western ~~wood~~log ~~product~~ markets, ~~operating~~Douglas-fir ~~capacity~~sawlog ~~across~~prices ~~the~~increased ~~industry~~4.4 ~~has~~percent ~~come~~in ~~into~~second aquarter ~~more~~2026 ~~normalized~~compared ~~balance~~ with ~~measured demand, leading to price uplift across many commodity products. In~~ first quarter 2026, ~~the~~as ~~Random~~reported ~~Lengths~~by ~~Framing~~Fastmarkets ~~Lumber~~RISI ~~Composite~~Log ~~price~~Lines ~~averaged~~based ~~$435/MBF~~on ~~and~~Weyerhaeuser’s ~~the~~sales ~~OSB~~mix. ~~Composite~~Log ~~averaged~~prices ~~$261/MSF.~~in ~~Over~~ the ~~course~~domestic ofmarket ~~first~~rose ~~quarter~~as ~~2026,~~lumber ~~composite~~ prices ~~for~~strengthened ~~lumber increased from $385/MBF to $470/MBF~~ and ~~composite~~mills ~~prices for OSB~~ increased ~~from~~inventories ~~$230/MSF~~ahead toof ~~$265/MSF.~~fire ~~The Framing Lumber Composite continued on an upward trajectory across most regions and species~~season. ~~Curtailments~~In ~~during~~ the ~~holiday season and some permanent closures in the fourth quarter of 2025~~South, ~~combined~~delivered ~~with~~sawlog ~~leaner~~prices ~~dealer~~increased ~~inventories at the beginning of the quarter, contributed to the price increases~~2.9 ~~What~~percent ~~had been a large divergence~~ in ~~lumber~~second ~~prices~~quarter ~~across~~2026 ~~regions~~compared ~~and~~to ~~species narrowed in~~ first quarter 2026, ~~with~~and ~~Southern~~declined ~~Yellow Pine showing particularly strong gains relative to other species~~0.3 ~~For~~percent ~~OSB, product pricing showed modest improvement~~ from ~~the~~second ~~fourth~~ quarter 2025, as ~~supply~~reported ~~adjustments~~by ~~were~~TimberMart-South. ~~not~~Delivered aspine ~~pronounced~~pulpwood asprices inincreased ~~lumber, reflecting relatively higher levels of OSB operating capacity across the U~~0.S.3 ~~and~~percent ~~Canada.~~in

1718

Insecond ~~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~~second 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. However, log demand is improving slightly as sawmills respond to stronger lumber prices and fiber mills come out of spring maintenance outages.

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~~May compared to the same period in 2025, while the key Post and Beam segment saw a 74.34 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 iscontinues into ~~the early stages of~~ re-~~establishing~~establish 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 6.24 percent in ~~fourth~~first quarter ~~2025~~2026 to 6.45 percent in ~~first~~second 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~~discouraged in many existing homeowners from selling, ~~thereby~~ reducing inventories of existing homes for sale ~~which~~and ~~has~~supporting ~~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 3.35 percent as of ~~March~~June 2026 compared to 23.73 percent as of ~~December~~March ~~2025~~2026. This rate is markedly down from prior periods of elevated inflation, although conflict in the ~~Iran~~Middle ~~conflict~~East has ~~led~~contributed 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 4.43 percent in ~~fourth~~first quarter ~~2025~~2026 to 4.32 percent in ~~first~~second quarter 2026. In May 2026, Weyerhaeuser isfinalized ~~currently~~a innew ~~active~~collective ~~negotiations~~bargaining agreement (CBA) 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~~new ~~covered~~agreement ~~by the current CBA, which will expire on May 31, 2026, last commenced a work stoppage in September 2022 that~~ was ~~resolved~~finalized inprior ~~October~~to ~~2022. At this stage in~~ the ~~negotiations,~~expiration ~~there~~date isof ~~no way to be certain about~~ the ~~occurrence~~prior orCBA, ~~extent~~thus ofavoiding ~~any~~a 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~~Second Quarter 2026 and Year-to-Date 2026

	QUARTER ENDED				AMOUNT OFCHANGE			YEAR-TO-DATE ENDED				AMOUNT OFCHANGE
DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES	~~MARCH~~JUNE 2026		~~MARCH~~JUNE 2025		2026 VS. 2025			JUNE 2026		JUNE 2025		2026 VS. 2025
Net sales	$	1,~~727~~867	$	1,~~763~~884	$	(3617	)	$	3,594	$	3,647	$	(53	)
Costs of sales	$	1,~~409~~556	$	1,~~428~~559	$	(193	)	$	2,965	$	2,987	$	(22	)
Operating income	$	~~247~~223	$	~~179~~178	$	6845		$	470	$	357	$	113
Net earnings	$	~~156~~162	$	8387	$	7375		$	318	$	170	$	148
Earnings per share, basic and diluted	$	0.2223	$	0.1112	$	0.11		$	0.44	$	0.23	$	0.21

Comparing ~~First~~Second Quarter 2026 with ~~First~~Second Quarter 2025

Net sales

Net sales decreased $3617 million – 21 percent – primarily due to a $~~123~~14 million decrease in ~~Wood~~Strategic ~~Products~~Land Solutions net sales attributable to ~~decreased~~decreases ~~sales~~in ~~realizations~~acres ~~across~~sold ~~most~~and ~~product~~average ~~lines~~price per acre sold for our Climate Solutions business, as well as a $266 million decrease in Timberlands net sales to unaffiliated customers attributable to decreased Southern log sales ~~realizations and~~ volumes ~~in the Western region~~. These ~~decreases~~changes were partially offset by a $~~113~~3 million increase in ~~Strategic~~Wood ~~Land~~Products ~~Solutions~~ net sales ~~primarily due to a $94 million conservation easement sale in our Climate Solutions business~~.

1819

Costs of sales

Costs of sales decreased $193 million – less than 1 percent – primarily due to decreased sales volumes for ~~most~~structural ~~products~~lumber in our Wood Products segment., as well as a decrease in acres sold for our Climate Solutions business in our Strategic Land Solutions segment, partially offset by increased Western and Southern freight costs and Western log sales volumes in our Timberlands segment.

Operating income

Operating income increased $6845 million – 3825 percent – primarily due to a $5871 million increase in gain on sale of timberlands, ~~as well as a $28 million increase in product remediation insurance recoveries (see Note 15: Timberland Divestitures and Note 13: Other Operating (Income) Costs, Net). These changes were~~ partially offset by a $1714 million decrease in consolidated gross margin (see discussion of components above).

Net earnings

Net earnings increased $7375 million – 8886 percent – primarily due to the $6845 million increase in operating income discussed above, asand ~~well as~~ a $527 million ~~decrease~~increase in ~~non-operating~~income ~~pension~~tax ~~and other post-employment~~ benefit ~~costs~~.

Comparing Year-to-Date 2026 with Year-to-Date 2025

Net sales

Net sales decreased $53 million – 1 percent – primarily due to a $120 million decrease in Wood Products net sales attributable to decreased sales realizations for oriented strand board and lower sales volumes for structural lumber, as well as a $32 million decrease in Timberlands net sales to unaffiliated customers attributable to lower Western and Southern log sales. These decreases were partially offset by a $99 million increase in Strategic Land Solutions net sales attributable to a $94 million conservation easement sale in our Climate Solutions business.

Costs of sales

Costs of sales decreased $22 million – 1 percent – primarily due to decreased sales volumes for structural lumber and engineered I-joists in our Wood Products segment, partially offset by an increase in Western and Southern freight costs in our Timberlands segment.

Operating income

Operating income increased $113 million – 32 percent – primarily due to a $129 million increase in gain on sale of timberlands, as well as a $28 million product remediation recovery recorded in first quarter 2026, partially offset by a $31 million decrease in consolidated gross margin (see discussion of components above).

Net earnings

Net earnings increased $148 million – 87 percent – primarily due to the $113 million increase in operating income discussed above and a $28 million increase in income tax benefit.

TIMBERLANDS

How We Did ~~First~~Second Quarter 2026 and Year-to-Date 2026

	QUARTER ENDED				AMOUNT OFCHANGE			YEAR-TO-DATE ENDED				AMOUNT OFCHANGE
DOLLAR AMOUNTS IN MILLIONS	~~MARCH~~JUNE 2026		~~MARCH~~JUNE 2025		2026 VS. 2025			JUNE 2026		JUNE 2025		2026 VS. 2025
Net sales to unaffiliated customers:
Delivered logs:
West	$	~~144~~171	$	169	$	~~(25~~2	)	$	315	$	338	$	(23	)
South		~~148~~145		~~152~~154		(49	)		293		306		(13	)
North		149		148		—1			23		22		1
Subtotal delivered logs sales		~~306~~325		~~335~~331		(296	)		631		666		(35	)
Stumpage and pay-as-cut timber		1011		1013		—(2	)		21		23		(2	)
Recreational and other lease revenue		20		19		1			40		38		2
Other(1)		2011		1810		21			31		28		3
Subtotal net sales to unaffiliated customers		~~356~~367		~~382~~373		(266	)		723		755		(32	)
Intersegment sales		~~136~~151		~~152~~156		(165	)		287		308		(21	)
Total sales	$	~~492~~518	$	~~534~~529	$	(4211	)	$	1,010	$	1,063	$	(53	)
Costs of sales	$	~~409~~434	$	~~409~~416	$	—18		$	843	$	825	$	18
Operating income and Net contribution to earnings	$	~~115~~130	$	~~102~~88	$	1342		$	245	$	190	$	55

(1)

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

~~Comparing First Quarter 2026 with First Quarter 2025~~20

Comparing Second Quarter 2026 with Second Quarter 2025

Net sales to unaffiliated customers

Net sales to unaffiliated customers decreased $266 million – 72 percent – primarily due to a $259 million decrease in ~~Western~~Southern log sales attributable to a 106 percent decrease in sales ~~realizations~~volumes, aspartially ~~well~~offset asby a 61 percent ~~decrease~~increase in sales ~~volumes~~realizations.

Intersegment sales

Intersegment sales decreased $165 million – 113 percent – primarily due to a 910 percent decrease in sales realizations, aspartially ~~well~~offset asby a 27 percent ~~decrease~~increase in sales volumes.

Costs of sales

Costs of sales ~~remained~~increased ~~consistent~~$18 million – 4 percent – primarily due to increased Western sales volumes, as well as an increase in Western and Southern freight costs~~, offset by decreased sales volumes~~.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings increased $1342 million – 1348 percent – primarily due to a $5871 million increase in gain on sale of timberlands, partially offset by the change in the components of gross margin, as discussed above.

19Comparing Year-to-Date 2026 with Year-to-Date 2025

Net sales to unaffiliated customers

Net sales to unaffiliated customers decreased $32 million – 4 percent – primarily due to a $23 million decrease in Western log sales attributable to a 6 percent decrease in sales realizations and a 1 percent decrease in sales volumes, as well as a $13 million decrease in Southern log sales attributable to a 5 percent decrease in sales volumes, partially offset by a 1 percent increase in sales realizations.

Intersegment sales

Intersegment sales decreased $21 million – 7 percent – primarily due to a 9 percent decrease in sales realizations, partially offset by a 3 percent increase in sales volumes.

Costs of sales

Costs of sales increased $18 million – 2 percent – primarily due to an increase in Western and Southern freight costs, partially offset by decreased sales volumes.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings increased $55 million – 29 percent – primarily due to a $129 million increase in gain on sale of timberlands, partially offset by the change in the components of gross margin, as discussed above.

Third-Party Log Sales Volumes and Fee Harvest Volumes

	QUARTER ENDED				AMOUNT OFCHANGE			YEAR-TO-DATE ENDED				AMOUNT OFCHANGE
VOLUMES IN THOUSANDS	~~MARCH~~JUNE 2026		~~MARCH~~JUNE 2025		2026 VS. 2025			JUNE 2026		JUNE 2025		2026 VS. 2025
Third-party log sales – tons:
West(1)		1,~~347~~487		1,~~428~~430		~~(81~~57	)		2,834		2,858		(24	)
South		3,~~968~~812		4,~~106~~074		(~~138~~262	)		7,780		8,180		(400	)
North		~~205~~108		~~192~~105		133			313		297		16
Total		5,~~520~~407		5,~~726~~609		(~~206~~202	)		10,927		11,335		(408	)
Fee harvest volumes – tons:
West(1)		2,~~178~~245		2,~~229~~238		~~(51~~7	)		4,423		4,467		(44	)
South		5,~~915~~955		6,~~133~~220		(~~218~~265	)		11,870		12,353		(483	)
North		~~278~~178		~~272~~180		6(2	)		456		452		4
Total		8,~~371~~378		8,~~634~~638		(~~263~~260	)		16,749		17,272		(523	)

(1)

Western logs are primarily transacted in thousand board feet (MBF) but are converted to ton equivalents for external reporting purposes.

STRATEGIC LAND SOLUTIONS

How We Did ~~First~~Second Quarter 2026 and Year-to-Date 2026

	QUARTER ENDED				AMOUNT OFCHANGE			YEAR-TO-DATE ENDED				AMOUNT OFCHANGE
DOLLAR AMOUNTS IN MILLIONS	~~MARCH~~JUNE 2026		~~MARCH~~JUNE 2025		2026 VS. 2025			JUNE 2026		JUNE 2025		2026 VS. 2025
Net sales:
Real estate	$	6991	$	6272	$	719		$	160	$	134	$	26
Natural resources		2734		1926		8			61		45		16
Climate solutions		~~111~~15		1356		98(41	)		126		69		57
Total	$	~~207~~140	$	94154	$	~~113~~(14	)	$	347	$	248	$	99
Costs of sales	$	3238	$	3244	$	—(6	)	$	70	$	76	$	(6	)
Operating income and Net contribution to earnings	$	~~169~~94	$	56106	$	~~113~~(12	)	$	263	$	162	$	101

The volume of real estate sales is a function of many factors, including the general state of the economy, demand in local real estate markets, the ability of buyers to obtain financing, the number of competing properties listed for sale, the seasonal nature of sales, the plans of adjacent landowners, our expectation of future price appreciation, the timing of harvesting activities and the availability of government and not-for-profit funding. In any period, the average price per acre will vary based on the location and physical characteristics of parcels sold.

Comparing ~~First~~Second Quarter 2026 with ~~First~~Second Quarter 2025

Net sales

Net sales ~~increased~~decreased $~~113~~14 million – ~~120~~9 percent – primarily due to adecreases ~~$94~~in ~~million~~acres ~~conservation~~sold ~~easement~~and ~~sale~~average inprice per acre sold for our Climate Solutions business, aslargely ~~well~~driven asby a reduction in Conservation sales. These decreases were partially offset by increases in acres sold and average price per acre sold for our Real Estate business, ~~and~~as anwell ~~increase~~as increases in right-of-way easements and royalty income ~~from~~for our Natural Resources business.

Costs of sales

Costs of sales ~~remained~~decreased ~~consistent~~$6 million – 14 percent – primarily due to ana ~~increase~~decrease in ~~commission~~acres ~~costs~~sold for our Climate Solutions business, partially offset by aan ~~decrease~~increase in ~~basis~~acres ~~per acre~~ sold for our Real Estate ~~and Climate Solutions businesses~~business.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings ~~increased~~decreased $~~113~~12 million – ~~202~~11 percent – primarily due to the change in the components of gross margin, as discussed above.

20Comparing Year-to-Date 2026 with Year-to-Date 2025

Net sales

Net sales increased $99 million – 40 percent – primarily due to a $94 million conservation easement sale in our Climate Solutions business, increases in acres sold and average price per acre sold for our Real Estate business, as well as increases in right-of-way easements, royalty income, and mineral asset sales for our Natural Resources business.

Costs of sales

Costs of sales decreased $6 million – 8 percent – primarily due to a decrease in acres sold for our Climate Solutions business, partially offset by an increase in acres sold for our Real Estate business.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings increased $101 million – 62 percent – primarily due to the change in the components of gross margin, as discussed above.

REAL ESTATE SALES STATISTICS(1)

QUARTER ENDED

AMOUNT OFCHANGE

YEAR-TO-DATE ENDED

AMOUNT OFCHANGE

MARCH 2026

MARCH 2025

2026 VS. 2025

JUNE 2026

JUNE 2025

2026 VS. 2025

JUNE 2026

JUNE 2025

2026 VS. 2025

Acres sold

1721,~~141~~168

1617,~~408~~233

~~733~~3,935

38,309

33,641

4,668

Average price per acre

4,~~015~~319

34,~~764~~161

~~251~~158

4,183

3,967

216

(1)

Effective first quarter 2026, Real Estate sales statistics have been adjusted to reflect our updated presentation of business lines within the Strategic Land Solutions segment. Real Estate statistics for ~~first quarter~~ 2025 have been adjusted to present comparative data, with all changes attributable to the disaggregation of the Climate Solutions business.

WOOD PRODUCTS

How We Did ~~First~~Second Quarter 2026 and Year-to-Date 2026

	QUARTER ENDED				AMOUNT OFCHANGE			YEAR-TO-DATE ENDED				AMOUNT OFCHANGE
DOLLAR AMOUNTS IN MILLIONS	~~MARCH~~JUNE 2026		~~MARCH~~JUNE 2025		2026 VS. 2025			JUNE 2026		JUNE 2025		2026 VS. 2025
Net sales:
Structural lumber	$	~~478~~591	$	~~527~~581	$	~~(49~~10	)	$	1,069	$	1,108	$	(39	)
Oriented strand board		~~167~~180		~~228~~205		(6125	)		347		433		(86	)
Engineered solid section		~~155~~181		~~161~~169		(612	)		336		330		6
Engineered I-joists		7289		8895		(166	)		161		183		(22	)
Softwood plywood		3847		4041		(26	)		85		81		4
Medium density fiberboard		31		3236		(15	)		62		68		(6	)
Complementary building products		~~143~~179		~~125~~155		1824			322		280		42
Other products produced(1)		8062		8675		(613	)		142		161		(19	)
Total	$	1,~~164~~360	$	1,~~287~~357	$	~~(123~~3	)	$	2,524	$	2,644	$	(120	)
Costs of sales	$	1,~~087~~223	$	1,~~114~~243	$	(2720	)	$	2,310	$	2,357	$	(47	)
Operating income and Net contribution to earnings	$	4271	$	~~106~~46	$	~~(64~~25	)	$	113	$	152	$	(39	)

(1)

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

Comparing ~~First~~Second Quarter 2026 with ~~First~~Second Quarter 2025

Net sales

Net sales ~~decreased~~increased $~~123~~3 million – 10less than 1 percent – primarily due to:

•

a $6124 million ~~decrease~~increase in ~~oriented~~complementary ~~strand~~building ~~board~~products sales primarily attributable to aincreased ~~26 percent decrease in~~ sales ~~realizations~~volumes and arealizations 2for ~~percent decrease in sales volumes~~steel;

•

a $4912 million ~~decrease~~increase in ~~structural~~engineered ~~lumber~~solid section sales attributable to a 57 percent ~~decrease~~increase in sales volumes ~~and a 4 percent decrease in sales realizations~~;

•

a $1610 million ~~decrease~~increase in ~~engineered~~structural ~~I-joist~~lumber sales attributable to ana 1112 percent ~~decrease~~increase in sales ~~volumes~~realizations, ~~and~~partially anoffset 8by a 9 percent decrease in sales ~~realizations;~~volumes and

•

a $6 million ~~decrease~~increase in ~~other~~softwood ~~products~~plywood ~~produced~~ sales attributable to a ~~decrease~~9 inpercent ~~residual~~increase ~~log~~in sales ~~volumes~~realizations and a ~~decrease~~4 inpercent ~~chip~~increase in sales ~~realizations;~~volumes.

aThese $6increases ~~million~~were ~~decrease in engineered solid section sales attributable to an 8 percent decrease in sales realizations,~~ partially offset by ~~a 6 percent increase in sales volumes and~~:

•

a $225 million decrease in ~~softwood~~oriented ~~plywood~~strand board sales attributable to a 414 percent decrease in sales realizations, ~~and~~partially offset by a 2 percent ~~decrease~~increase in sales volumes.;

•

~~These~~a ~~decreases were partially offset by an~~ $1813 million ~~increase~~decrease in ~~complementary~~other ~~building~~ products produced sales, primarily attributable to ana ~~increase~~decrease in ~~sales~~wood ~~volumes~~chip ~~and~~sales realizations ~~across~~and ~~most products.~~volumes;

•

a $6 million decrease in engineered I-joist sales attributable to a 5 percent decrease in sales volumes and a 2 percent decrease in sales realizations and

•

a $5 million decrease in medium density fiberboard sales attributable to a 13 percent decrease in sales volumes and a 4 percent decrease in sales realizations.

Costs of sales

Costs of sales decreased $2720 million – 2 percent – primarily due to decreased sales volumes for ~~most~~structural ~~products~~lumber.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings ~~decreased~~increased $6425 million – 6054 percent – primarily due to the change in the components of gross margin, as discussed above~~, partially offset by a $28 million product remediation insurance recovery recorded in first quarter 2026 (refer to Note 13: Other Operating (Income) Costs, Net)~~.

Comparing Year-to-Date 2026 with Year-to-Date 2025

Net sales

Net sales decreased $120 million – 5 percent – primarily due to:

•

an $86 million decrease in oriented strand board sales attributable to a 20 percent decrease in sales realizations;

•

a $39 million decrease in structural lumber sales attributable to a 7 percent decrease in sales volumes, partially offset by a 4 percent increase in sales realizations;

•

a $22 million decrease in engineered I-joist sales attributable to an 8 percent decrease in sales volumes and a 5 percent decrease in sales realizations;

•

a $19 million decrease in other products produced sales attributable to a decrease in wood chip sales realizations and volumes and a decrease in residual log sales volumes and

•

a $6 million decrease in medium density fiberboard sales attributable to a 9 percent decrease in sales volumes and a 2 percent decrease in sales realizations.

These decreases were partially offset by:

•

a $42 million increase in complementary building products sales attributable to an increase in sales volumes and realizations across most products;

•

a $6 million increase in engineered solid section sales attributable to a 6 percent increase in sales volumes, partially offset by a 4 percent decrease in sales realizations and

•

a $4 million increase in softwood plywood sales attributable to a 3 percent increase in sales realizations and a 2 percent increase in sales volumes.

Costs of sales

Costs of sales decreased $47 million – 2 percent – primarily due to decreased sales volumes for structural lumber and engineered I-joists.

Operating income and Net contribution to earnings

Operating income and net contribution to earnings decreased $39 million – 26 percent – primarily due to the change in the components of gross margin, as discussed above, partially offset by a $28 million product remediation insurance recovery recorded in first quarter 2026 (refer to Note 13: Other Operating Costs, Net).

Third-Party Sales Volumes

	QUARTER ENDED				AMOUNT OFCHANGE			YEAR-TO-DATE ENDED				AMOUNT OFCHANGE
VOLUMES IN MILLIONS(1)	~~MARCH~~JUNE 2026		~~MARCH~~JUNE 2025		2026 VS. 2025			JUNE 2026		JUNE 2025		2026 VS. 2025
Structural lumber – board feet		1,~~081~~163		1,~~138~~277		(57114	)		2,244		2,415		(171	)
Oriented strand board – square feet (3/8”)		~~707~~743		~~719~~731		(12	)		1,450		1,450		—
Engineered solid section – cubic feet		5.6.2		5.38		0.34			11.8		11.1		0.7
Engineered I-joists – lineal feet		3138		3540		(42	)		69		75		(6	)
Softwood plywood – square feet (3/8”)		8697		8892		(25	)		183		180		3
Medium density fiberboard – square feet (3/4”)		2627		2731		(14	)		53		58		(5	)

(1)

Sales volumes include internally produced products and products purchased for resale primarily through our distribution business.

PRODUCTION AND OUTSIDE PURCHASE VOLUMES

Outside purchase volumes are primarily purchased for resale through our distribution business. Production volumes are produced for sale through our own sales organizations and through our distribution business. Production of oriented strand board and engineered solid section are also used to manufacture engineered I-joists.

	QUARTER ENDED				AMOUNT OFCHANGE			YEAR-TO-DATE ENDED				AMOUNT OFCHANGE
VOLUMES IN MILLIONS	~~MARCH~~JUNE 2026		~~MARCH~~JUNE 2025		2026 VS. 2025			JUNE 2026		JUNE 2025		2026 VS. 2025
Structural lumber – board feet:
Production		1,~~100~~136		1,~~163~~208		(6372	)		2,236		2,371		(135	)
Outside purchase		3943		3638		35			82		74		8
Total		1,~~139~~179		1,~~199~~246		(6067	)		2,318		2,445		(127	)
Oriented strand board – square feet (3/8”):
Production		~~742~~745		~~743~~737		(18	)		1,487		1,480		7
Outside purchase		1823		1817		—6			41		35		6
Total		~~760~~768		~~761~~754		(114	)		1,528		1,515		13
Engineered solid section – cubic feet:
Production		5.79		56.70		—(0.1	)		11.6		11.7		(0.1	)
Outside purchase		2.15		2.14		—0.1			4.6		4.5		0.1
Total		7.8.4		7.8.4		—			16.2		16.2		—
Engineered I-joists – lineal feet:
Production		3531		3540		—(9	)		66		75		(9	)
Outside purchase		1		1		—			2		2		—
Total		3632		3641		—(9	)		68		77		(9	)
Softwood plywood – square feet (3/8”):
Production		7785		8082		(3	)		162		162		—
Outside purchase		1311		1012		3(1	)		24		22		2
Total		9096		9094		—2			186		184		2
Medium density fiberboard – square feet (3/4"):
Production		2825		2237		6(12	)		53		59		(6	)
Total		2825		2237		6(12	)		53		59		(6	)

2225

UNALLOCATED ITEMS

Unallocated items are gains or charges not related to, or allocated to, an individual operating segment. They include all or a portion of items such as share-based compensation, pension and post-employment costs, elimination of intersegment profit in inventory and LIFO, foreign exchange transaction gains and losses, interest income and other.

Net Charge to Earnings – Unallocated Items

	QUARTER ENDED						AMOUNT OFCHANGE			YEAR-TO-DATE ENDED						AMOUNT OFCHANGE
DOLLAR AMOUNTS IN MILLIONS	~~MARCH~~JUNE 2026			~~MARCH~~JUNE 2025			2026 VS. 2025			JUNE 2026			JUNE 2025			2026 VS. 2025
Unallocated corporate function and variable compensation expense	$	(4442	)	$	(4241	)	$	(21	)	$	(86	)	$	(83	)	$	(3	)
Liability classified share-based compensation		—			(1	)		(1	)		—			—			—
Foreign exchange loss		(1	)		—			(1	)
Foreign exchange gain		1			2			(1	)		—			2			(2	)
Elimination of intersegment profit in inventory and LIFO		(1112	)		(184	)		7(8	)		(23	)		(22	)		(1	)
Other, net		(2319	)		(2420	)		1			(42	)		(44	)		2
Operating loss		(7972	)		(8562	)		6(10	)		(151	)		(147	)		(4	)
Non-operating pension and other post-employment benefit costs		(14	)		(19	)		5			(28	)		(38	)		10
Interest income and other		4			56			(12	)		8			11			(3	)
Net charge to earnings	$	(8982	)	$	(9975	)	$	10(7	)	$	(171	)	$	(174	)	$	3

Comparing ~~First~~Second Quarter 2026 with ~~First~~Second Quarter 2025

Net charge to earnings ~~decreased~~increased $107 million – 109 percent – primarily due to aan $78 million ~~decrease~~increase in the charge for elimination of intersegment profit in inventory and LIFO ~~and a $5 million decrease in non-operating pension and other post-employment benefit costs~~.

Comparing Year-to-Date 2026 with Year-to-Date 2025

Net charge to earnings decreased $3 million – 2 percent – primarily due to a $10 million decrease in non-operating pension and other post-employment benefit costs.

This decrease was partially offset by:

●

a $3 million decrease in interest income and other, primarily attributable to a decrease in cash and cash equivalents;

●

a $3 million increase in unallocated corporate function and variable compensation expense and

●

a $2 million decrease in foreign exchange gain.

INTEREST EXPENSE

Our interest expense, net of capitalized interest, was:

●

$66 million for ~~first~~second quarter 2026 and $132 million for year-to-date 2026;

●

$66 million for ~~first~~second quarter 2025 and $132 million for year-to-date 2025.

Interest expense remained consistent compared to ~~first~~both second quarter 2025 and year-to-date 2025, primarily due to a series of debt issuances and retirements ~~throughout~~in second half of 2025 and first half of 2026 that increased our outstanding debt, offset by a decrease in our weighted average interest rate.

INCOME TAXES

Our provision for income taxes was:

●

a $15 million ~~expense~~benefit for ~~first~~second quarter 2026 and a benefit of less than $1 million year-to-date 2026;

●

a $1612 million expense for ~~first~~second quarter 2025 and $28 million year-to-date 2025.

Our provision for income taxes is primarily driven by the results of our TRSs. Income tax expense decreased $128 million compared to ~~first~~year-to-date ~~quarter~~ 2025 primarily due to a decrease in our estimated effective tax rate based on the forecasted mix of earnings between our REIT and TRSs.

Refer to Note 14: Income Taxes for further information.

LIQUIDITY AND CAPITAL RESOURCES

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 ~~March~~June 3130, 2026, we had $~~299~~527 million in cash and cash equivalents, $1.75 billion of availability on our line of credit, which expires in June 2030, and $1.755 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:

●

$52451 million for ~~first~~year-to-date ~~quarter~~ 2026 and

●

$70466 million for ~~first~~year-to-date ~~quarter~~ 2025.

Net cash from operations decreased $1815 million primarily due to ~~unfavorable~~decreased ~~changes~~cash inflows ~~working~~from ~~capital~~our business operations, partially offset by a $2127 million decrease in cash paid for income taxes.

CASH FROM INVESTING ACTIVITIES

Consolidated net cash from investing activities was:

●

$8174 million for ~~first~~year-to-date ~~quarter~~ 2026 and

●

$(97208) million for ~~first~~year-to-date ~~quarter~~ 2025.

Net cash from investing activities increased $~~178~~282 million primarily due to a $~~192~~306 million increase in proceeds from the sale of timberlands, as well as a $22 million increase in proceeds from the sale of our Princeton lumber mill. These changes were partially offset by a $1951 million increase in cash paid for capital expenditures.

Summary of Capital Spending by Business Segment

	QUARTER ENDED
	YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	~~MARCH~~JUNE 2026		~~MARCH~~JUNE 2025
Timberlands	$	4367	$	2645
Wood Products		69184		67155
Unallocated Items		—		—
Total	$	~~112~~251	$	93200

During fourth quarter 2024, we announced our plan to build a new TimberStrand® facility in Monticello, Arkansas. 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.

We anticipate our capital expenditures for 2026 to be between $400 and $450 million, excluding approximately $300 million of investment in our Monticello engineered wood products facility. The amount we spend on capital expenditures could change.

CASH FROM FINANCING ACTIVITIES

Consolidated net cash from financing activities was:

●

$(~~315~~479) million for ~~first~~year-to-date ~~quarter~~ 2026 and

●

$(97350) million for ~~first~~year-to-date ~~quarter~~ 2025.

Net cash from financing activities decreased $~~218~~129 million primarily due to a $~~299~~271 million ~~decrease~~increase in ~~net~~payments ~~proceeds~~on ~~from issuance of~~ long-term debt and commercial paper, partially offset by a $60105 million decrease in ~~payments~~cash onused ~~long-term~~for ~~debt~~repurchases of common stock and a $1532 million ~~decrease~~increase in ~~cash~~net ~~used~~proceeds ~~for~~from ~~repurchases~~issuance of ~~common~~long-term ~~stock~~debt and commercial paper.

Line of Credit

Refer to Note 8: Long-Term Debt, Line of Credit and Commercial Paper Program for further information.

Long-Term Debt

In July 2026, we repaid the remaining $62 million and $60 million in principal outstanding on our 7.35 percent and 7.85 percent debentures, respectively, at maturity.

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~~2031 as a result of the aforementioned amendment. 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.

Refer to Note 8: Long-Term Debt, Line of Credit and Commercial Paper Program for further information.

Commercial Paper Program

Refer to Note 8: Long-Term Debt, Line of Credit and Commercial Paper Program for further information.

Interest Rate Swap Hedging Relationship

Refer to Note 9: Fair Value of Financial Instruments for further information.

Debt Covenants

As of ~~March~~June 3130, 2026, Weyerhaeuser Company was in compliance with its debt covenants. There have been no significant changes to the debt covenants presented in our 2025 Annual Report on Form 10-K for our long-term debt instruments, and we expect to remain in compliance with our debt covenants for the foreseeable future.

Dividend Payments

We paid cash dividends on common shares of:

●

$~~151~~303 million for ~~first~~year-to-date ~~quarter~~ 2026 and

●

$~~152~~304 million for ~~first~~year-to-date ~~quarter~~ 2025.

The decrease in dividends paid is due to a decrease in shares outstanding.

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 a 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

We repurchased 409,~~043~~734 common shares for approximately $10 million (including transaction fees) during ~~first~~second quarter 2026 and 818,777 common shares for approximately $20 million (including transaction fees) during year-to-date 2026 under the 2025 Repurchase Program. During ~~first~~second quarter 2025, we repurchased ~~845~~3,~~049~~888,932 common shares for approximately $25100 million (including transaction fees) and 4,733,981 common shares for approximately $125 million (including transaction fees) under the ~~2021~~share ~~Repurchase~~repurchase ~~Program~~programs. There were no unsettled shares as of ~~March~~June 3130, 2026 and December 31, 2025.

Refer to Note 4: Net Earnings Per Share and Share Repurchases for further information.

PERFORMANCE AND LIQUIDITY MEASURES

Adjusted EBITDA by Segment

We use Adjusted EBITDA as a key performance measure to evaluate the performance of the consolidated company and our business segments. This measure should not be considered in isolation from, and is not intended to represent an alternative to, our results reported in accordance with U.S. generally accepted accounting principles (U.S. GAAP). However, we believe Adjusted EBITDA provides meaningful supplemental information for investors about our operating performance, better facilitates period to period comparisons and is widely used by analysts, lenders, rating agencies and other interested parties. Our definition of Adjusted EBITDA may be different from similarly titled measures reported by other companies, including those in our industry. Adjusted EBITDA, as we define it, is operating income adjusted for depreciation, depletion, amortization, basis of Strategic Land Solutions acres sold and special items.

	QUARTER ENDED						AMOUNT OFCHANGE
DOLLAR AMOUNTS IN MILLIONS	MARCH 2026			MARCH 2025			2026 VS. 2025
Adjusted EBITDA by Segment:
Timberlands	$	120		$	167		$	(47	)
Strategic Land Solutions		193			82			111
Wood Products		71			161			(90	)
		384			410			(26	)
Unallocated Items		(76	)		(82	)		6
Adjusted EBITDA	$	308		$	328		$	(20	)


	QUARTER ENDED						AMOUNT OF CHANGE			YEAR-TO-DATE ENDED						AMOUNT OF CHANGE
DOLLAR AMOUNTS IN MILLIONS	JUNE 2026			JUNE 2025			2026 VS. 2025			JUNE 2026			JUNE 2025			2026 VS. 2025
Adjusted EBITDA by Segment:
Timberlands	$	123		$	152		$	(29	)	$	243		$	319		$	(76	)
Strategic Land Solutions		129			143			(14	)		322			225			97
Wood Products		129			101			28			200			262			(62	)
		381			396			(15	)		765			806			(41	)
Unallocated Items		(71	)		(60	)		(11	)		(147	)		(142	)		(5	)
Adjusted EBITDA	$	310		$	336		$	(26	)	$	618		$	664		$	(46	)

We reconcile Adjusted EBITDA to net earnings for the consolidated company and to operating income (loss) for the business segments, as those are the most directly comparable U.S. GAAP measures for each.

25The table below reconciles Adjusted EBITDA for the quarter ended June 30, 2026:

The table below reconciles Adjusted EBITDA for the quarter ended March 31, 2026:


DOLLAR AMOUNTS IN MILLIONS	Timberlands			Strategic Land Solutions		Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings											$	162
Interest expense, net of capitalized interest												66
Income taxes												(15	)
Net contribution (charge) to earnings	$	130		$	94	$	71	$	(82	)	$	213
Non-operating pension and other post-employment benefit costs		—			—		—		14			14
Interest income and other		—			—		—		(4	)		(4	)
Operating income (loss)		130			94		71		(72	)		223
Depreciation, depletion and amortization		64			4		58		1			127
Basis of acres sold		—			31		—		—			31
Special items included in operating income (loss)(1)		(71	)		—		—		—			(71	)
Adjusted EBITDA	$	123		$	129	$	129	$	(71	)	$	310

(1)

DOLLAR AMOUNTS IN MILLIONS	Timberlands			Strategic Land Solutions		WoodProducts			UnallocatedItems			Total
Adjusted EBITDA by Segment:
Net earnings												$	156
Interest expense, net of capitalized interest													66
Income taxes													15
Net contribution (charge) to earnings	$	115		$	169	$	42		$	(89	)	$	237
Non-operating pension and other post-employment benefit costs		—			—		—			14			14
Interest income and other		—			—		—			(4	)		(4	)
Operating income (loss)		115			169		42			(79	)		247
Depreciation, depletion and amortization		63			1		57			3			124
Basis of acres sold		—			23		—			—			23
Special items included in operating income (loss)(1)(2)		(58	)		—		(28	)		—			(86	)
Adjusted EBITDA	$	120		$	193	$	71		$	(76	)	$	308

Operating income (loss) for Timberlands includes a pretax special item consisting of a $71 million gain on the sale of Oregon timberlands.

~~Operating~~The ~~income~~table ~~(loss)~~below ~~for~~reconciles ~~Timberlands~~Adjusted ~~includes~~EBITDA afor ~~pretax special item consisting of a $58 million gain on~~ the ~~sale~~quarter ofended ~~Virginia~~June ~~timberlands.~~30, 2025:


DOLLAR AMOUNTS IN MILLIONS	Timberlands		Strategic Land Solutions		Wood Products		Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings										$	87
Interest expense, net of capitalized interest											66
Income taxes											12
Net contribution (charge) to earnings	$	88	$	106	$	46	$	(75	)	$	165
Non-operating pension and other post-employment benefit costs		—		—		—		19			19
Interest income and other		—		—		—		(6	)		(6	)
Operating income (loss)		88		106		46		(62	)		178
Depreciation, depletion and amortization		64		4		55		2			125
Basis of acres sold		—		33		—		—			33
Adjusted EBITDA	$	152	$	143	$	101	$	(60	)	$	336

The table below reconciles Adjusted EBITDA for the year-to-date period ended June 30, 2026:


DOLLAR AMOUNTS IN MILLIONS	Timberlands			Strategic Land Solutions		Wood Products			Unallocated Items			Total
Adjusted EBITDA by Segment:
Net earnings												$	318
Interest expense, net of capitalized interest													132
Income taxes													—
Net contribution (charge) to earnings	$	245		$	263	$	113		$	(171	)	$	450
Non-operating pension and other post-employment benefit costs		—			—		—			28			28
Interest income and other		—			—		—			(8	)		(8	)
Operating income (loss)		245			263		113			(151	)		470
Depreciation, depletion and amortization		127			5		115			4			251
Basis of acres sold		—			54		—			—			54
Special items included in operating income (loss)(1)(2)		(129	)		—		(28	)		—			(157	)
Adjusted EBITDA	$	243		$	322	$	200		$	(147	)	$	618

(1)

Operating income (loss) for Timberlands includes pretax special items consisting of a $71 million gain on the sale of Oregon timberlands and a $58 million gain on the sale of Virginia timberlands.

(2)

Operating income (loss) for Wood Products includes a pretax special item consisting of a $28 million product remediation insurance recovery.

The table below reconciles Adjusted EBITDA for the ~~quarter~~year-to-date period ended ~~March~~June 3130, 2025:

DOLLAR AMOUNTS IN MILLIONS	Timberlands		Strategic Land Solutions		WoodProducts		UnallocatedItems			Total
Adjusted EBITDA by Segment:
Net earnings										$	83170
Interest expense, net of capitalized interest											66132
Income taxes											1628
Net contribution (charge) to earnings	$	~~102~~190	$	56162	$	~~106~~152	$	(99174	)	$	~~165~~330
Non-operating pension and other post-employment benefit costs		—		—		—		1938			1938
Interest income and other		—		—		—		(511	)		(511	)
Operating income (loss)		~~102~~190		56162		~~106~~152		(85147	)		~~179~~357
Depreciation, depletion and amortization		65129		26		55110		35			~~125~~250
Basis of acres sold		—		2457		—		—			2457
Adjusted EBITDA	$	~~167~~319	$	82225	$	~~161~~262	$	(82142	)	$	~~328~~664

Adjusted FAD

We use Adjusted Funds Available for Distribution (Adjusted FAD) to evaluate the company’s liquidity and measure cash generated during the period (net of capital expenditures and significant non-recurring items) that is available for dividends, repurchases of common shares, debt reduction, acquisitions and other discretionary and nondiscretionary capital allocation activities. Adjusted FAD should not be considered in isolation from, and is not intended to represent an alternative to, our results reported in accordance with U.S. GAAP. However, we believe the measure provides meaningful supplemental information for investors about our liquidity. Adjusted FAD, as we define it, is net cash from operations adjusted for capital expenditures and significant non-recurring items. Our definition of Adjusted FAD may be different from similarly titled measures reported by other companies, including those in our industry. We reconcile Adjusted FAD to net cash from operations, as that is the most directly comparable U.S. GAAP measure.

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The table below reconciles Adjusted FAD to net cash from operations:

	QUARTER ENDED						YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	~~MARCH~~JUNE 2026			~~MARCH~~JUNE 2025			JUNE 2026			JUNE 2025
Net cash from operations	$	52399		$	70396		$	451		$	466
Capital expenditures		(~~112~~139	)		(93107	)		(251	)		(200	)
FAD		~~(60~~260	)		~~(23~~289	)		200			266
Cash from product remediation insurance recovery		~~(28~~—	)		—			(28	)		—
Monticello engineered wood products facility capital expenditures		3063			1622			93			38
Adjusted FAD	$	~~(58~~323	)	$	(7311	)	$	265		$	304
Net cash from investing activities	$	81(7	)	$	(97111	)	$	74		$	(208	)
Net cash from financing activities	$	(~~315~~164	)	$	(97253	)	$	(479	)	$	(350	)

Net Earnings and Net Earnings per Diluted Share Before Special Items

We use net earnings before special items and net earnings per diluted share before special items as key performance measures to evaluate the performance of the consolidated company. These measures should not be considered in isolation from, and are not intended to represent an alternative to, our results reported in accordance with U.S. GAAP. However, we believe the measures provide meaningful supplemental information for investors about our operating performance, better facilitate period to period comparisons and are widely used by analysts, lenders, rating agencies and other interested parties.

Net Earnings Before Special Items

	QUARTER ENDED					YEAR-TO-DATE ENDED
DOLLAR AMOUNTS IN MILLIONS	~~MARCH~~JUNE 2026			~~MARCH~~JUNE 2025		JUNE 2026			JUNE 2025
Net earnings	$	~~156~~162		$	8387	$	318		$	170
Gain on sale of timberlands		(5871	)		—		(129	)		—
Product remediation insurance recovery		~~(21~~—	)		—		(21	)		—
Net earnings before special items	$	7791		$	8387	$	168		$	170

Net Earnings per Diluted Share Before Special Items

	QUARTER ENDED					YEAR-TO-DATE ENDED
	MARCH 2026			MARCH 2025
	JUNE 2026			JUNE 2025		JUNE 2026			JUNE 2025
Net earnings per diluted share	$	0.2223		$	0.1112	$	0.44		$	0.23
Gain on sale of timberlands		(0.0810	)		—		(0.18	)		—
Product remediation insurance recovery		~~(0.03~~—	)		—		(0.03	)		—
Net earnings per diluted share before special items	$	0.1113		$	0.1112	$	0.23		$	0.23

CRITICAL ACCOUNTING ESTIMATES

There have been no material changes during ~~first~~year-to-date ~~quarter~~ 2026 to the critical accounting estimates presented in our 2025 Annual Report on Form 10-K.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

LONG-TERM DEBT OBLIGATIONS

The following summary of our long-term debt obligations includes:

●

scheduled principal repayments for the next five years and after;

●

weighted average interest rates for debt maturing in each of the next five years and after and

●

estimated fair values of outstanding obligations.

We estimate the fair value of long-term debt based on quoted market prices we receive for the same types and issues of our debt or on the discounted value of the future cash flows using market yields for the same type and comparable issues of debt. Changes in market rates of interest affect the fair value of our fixed-rate debt.

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Summary of Long-Term Debt Obligations as of ~~March~~June 3130, 2026

DOLLAR AMOUNTS IN MILLIONS	2026			2027			2028			2029			2030			THEREAFTER			TOTAL(1)(3)			FAIR VALUE
Fixed-rate debt	$	~~372~~122		$	300		$	—		$	750		$	750		$	1,935		$	43,~~107~~857		$	43,~~021~~776
Average interest rate		57.6860	%		6.95	%		—	%		4.00	%		4.00	%		5.40	%		5.0305	%	N/A
Variable-rate debt(2)	$	—		$	—		$	1,050		$	—		$	300		$	—		$	1,350		$	1,350
Variable-rate debt(2)(3)	$	—		$	—		$	800		$	—		$	—		$	550		$	1,350		$	1,350

(1)

Excludes $3332 million of unamortized discounts and capitalized debt expense.

(2)

As of ~~March~~June 3130, 2026, the weighted average interest rate for our variable-rate debt was 54.0097 percent, excluding estimated patronage refunds and the impact of interest rate swaps.

(3)

~~During~~Excludes ~~third~~outstanding ~~quarter~~commercial ~~2025,~~paper ~~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~~250 million ~~term~~as ~~loan~~of ~~due~~June in30, ~~2028 into fixed rate payments~~2026. The ~~interest~~timing ~~rate~~of ~~swaps provide~~ the ~~right~~repayment toof ~~make~~the ~~fixed~~current ~~rate~~outstanding ~~payments~~balance atis ~~the~~uncertain ~~rate~~due ~~of 3.414 percent~~ to ~~the~~our ~~counterparty~~intent inand ~~exchange~~ability ~~for~~to ~~variable~~refinance ~~payments~~these ~~based~~borrowings on ~~the~~a 1long-~~month~~term ~~SOFR plus a spread, on a monthly settlement schedule~~basis. AsSee ofNote ~~March~~8: ~~31,~~Long-Term ~~2026~~Debt, ~~our~~Line ~~interest rate swap agreements with an aggregate notional amount~~ of ~~$800~~Credit ~~million~~and ~~were~~Commercial ~~designated~~Paper asProgram ~~cash~~for ~~flow~~further ~~hedging~~information ~~instruments of variable, SOFR-based interest payments~~ on our ~~$800~~commercial ~~million~~paper ~~term loan~~program. ~~There have been no material changes in swap terms or risk management strategy since inception.~~

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 at the rate of 3.414 percent to the counterparty in exchange for variable payments based on the 1-month SOFR plus a spread, on a monthly settlement schedule. As of June 30, 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. There have been no material changes in swap terms or risk management strategy since inception.

Item 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934, as amended (the Exchange Act) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, to allow timely decisions regarding required disclosure. The company’s principal executive officer and principal financial officer have concluded that the company’s disclosure controls and procedures were effective as of ~~March~~June 3130, 2026, based on an evaluation of the company’s disclosure controls and procedures as of that date.

CHANGES IN INTERNAL CONTROLS

No changes occurred in the company’s internal control over financial reporting during ~~first~~second quarter 2026 that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Refer to Note 10: Legal Proceedings, Commitments and Contingencies. SEC regulations require us to disclose certain information about proceedings arising under federal, state or local environmental provisions if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold. In accordance with these regulations, the company uses a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required pursuant to this item.

Item 1A. RISK FACTORS

There have been no material changes with respect to the risk factors disclosed in our 2025 Annual Report on Form 10-K.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table provides information with respect to purchases of common stock made by the company during ~~first~~second quarter 2026:

COMMON SHARE REPURCHASES DURING FIRST QUARTER 2026	TOTAL NUMBEROF SHARESPURCHASED		AVERAGE PRICEPAID PER SHARE		TOTAL NUMBEROF SHARESPURCHASED ASPART OF PUBLICLYANNOUNCEDPROGRAMS		APPROXIMATEDOLLAR VALUEOF SHARES THATMAY YET BEPURCHASEDUNDER THEPROGRAMS
COMMON SHARE REPURCHASES DURING SECOND QUARTER 2026	TOTAL NUMBEROF SHARESPURCHASED		AVERAGE PRICEPAID PER SHARE		TOTAL NUMBEROF SHARESPURCHASED ASPART OF PUBLICLYANNOUNCEDPROGRAMS		APPROXIMATEDOLLAR VALUEOF SHARES THATMAY YET BEPURCHASEDUNDER THEPROGRAMS
January 1 – January 31		—	$	—		—	$	938,405,144
April 1 – April 30		—	$	—		—	$	928,405,205
February 1 – February 28		—	$	—		—	$	938,405,144
May 1 – May 31		—	$	—		—	$	928,405,205
March 1 – March 31		409,043	$	24.45		409,043	$	928,405,205
June 1 – June 30		409,734	$	24.54		409,734	$	918,350,650
Total		409,~~043~~734	$	24.4554		409,~~043~~734

28During 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.

~~Repurchase~~During ~~Program)~~second ~~under~~quarter ~~which~~2026, we ~~are~~repurchased ~~authorized~~409,734 toshares ~~repurchase~~for upapproximately to $110 ~~billion~~million of(including ~~outstanding~~transaction ~~shares.~~fees) ~~Concurrently,~~under the ~~board~~2025 ofRepurchase ~~directors~~Program ~~terminated~~in ~~the~~open-market ~~completed~~transactions. ~~purchase~~Transaction ~~authorization~~fees incurred for repurchases are not counted as use of funds authorized for repurchases under the ~~2021~~2025 Repurchase Program. As of June 30, 2026, we had remaining authorization of $918 million for future share repurchases.

During first quarter 2026, we repurchased 409,043 shares for approximately $10 million (including transaction fees) under the 2025 Repurchase Program in open-market transactions. Transaction fees incurred for repurchases are not counted as use of funds authorized for repurchases under the 2025 Repurchase Program. As of March 31, 2026, we had remaining authorization of $928 million for future share repurchases.

Item 5. OTHER INFORMATION

Insider Trading Arrangements

During ~~first~~second quarter 2026, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the company adopted, modified or terminated a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or a non-Rule 10b5-1 trading arrangement.

2933

Item 6. EXHIBITS

3.1	Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed on May 6, 2011 - Commission File Number 1-4825, and to Exhibit 3.1 to the Current Report on Form 8-K filed on June 20, 2013 - Commission File Number 1-4825)
3.2	Bylaws (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed on October 26, 2018 - Commission File Number 1-4825)
10.1	~~Form of~~ Weyerhaeuser Company ~~2022~~2026 ~~Long-Term~~Deferred ~~Incentive~~Compensation Plan ~~Performance Share Unit Award Terms and Conditions for Plan Year 2026~~ (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on ~~January~~May 2720, 2026 –- Commission File Number 1-4825)
10.2	Form of Weyerhaeuser Company 2022 Long-Term Incentive Plan Restricted Stock Unit Award Terms and Conditions for Plan Year 2026 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on January 27, 2026 – Commission File Number 1-4825)
10.3	Weyerhaeuser Company Amended and Restated Annual Incentive Plan for Salaried Employees (as amended effective February 13, 2026) (incorporated by reference to Exhibit 10.u to the Annual Report on Form 10-K for the annual period ended December 31, 2025 - Commission File Number 1-4825)
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
32	Certification pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).
101.INS	XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~March~~June 3130, 2026, has been formatted in Inline XBRL.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	WEYERHAEUSER COMPANY
	(Registrant)

Date: May 1, 2026	By:	/s/ Alex G. Whitney
Date: July 31, 2026	By:	/s/ Alex G. Whitney
		Alex G. Whitney
		Vice President and Chief Accounting Officer
		(Principal Accounting Officer and Duly Authorized Officer)

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