O'Rourke James Calvin 4

What Happened
James Calvin O'Rourke, a director of Weyerhaeuser Co. (WY), was granted a total of 12,758 restricted stock units (RSUs) on May 15, 2026. The grant breaks down as 7,832 RSUs shown at $0.00 (these represent the equity portion of an annual retainer equal to $180,000 per the filing) and 4,926 RSUs issued at an implied price of $22.98 each (4,926 × $22.98 = $113,199) granted in lieu of the director's cash retainer.

Key Details

• Transaction date: May 15, 2026; Form 4 filed May 19, 2026 (filed four days after the transaction).
• Grant details: 7,832 RSUs @ $0.00 (equity portion of $180,000 retainer); 4,926 RSUs @ $22.98 (total reported value $113,199).
• Shares owned after transaction: not disclosed in the provided excerpt of the filing.
• Footnotes:
  • F1: The 7,832 RSUs vest 100% on the earlier of the one-year anniversary of the grant or the day before the next regular shareholders’ meeting; additional units may accrue from dividend equivalents.
  • F2: The 4,926 RSUs were elected in lieu of cash retainer; the share count was calculated by dividing the cash amount (less tax withholding) by $22.98 (the grant-date average of high/low).
• Tax withholding: the cash-in-lieu portion was reduced by applicable tax withholding per the footnote.
• Timeliness: The Form 4 was filed May 19 while the award date was May 15—this exceeds the typical two-business-day Form 4 filing window.

Context
These were compensatory RSU grants to a non-employee director, not open-market purchases or sales. RSU awards provide future equity if vesting conditions are met and are primarily a form of board compensation; they do not, by themselves, indicate a buying or selling view on the stock.