Weyerhaeuser (WY) 10-K risk factor changes: FY2025 vs FY2024

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2024][added: 2025]

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant based on the closing sale price as of the last business day of the most recently completed second fiscal quarter ended on June 30, [removed: 2024,] [added: 2025,] as reported on the New York Stock Exchange Composite Price Transactions, was approximately [removed: $20.6] [added: $18.5] billion.

As of February [removed: 4, 2025, 725,578] [added: 3, 2026, 720,665] thousand shares of the registrant’s common stock ($1.25 par value) were outstanding.

Portions of the *Notice of the [removed: 2025] [added: 2026] Annual Meeting of Shareholders and Proxy Statement* for the company’s Annual Meeting of Shareholders to be held May [removed: 9, 2025,] [added: 15, 2026,] are incorporated by reference into Part III.

| ITEM 1C. | [CYBERSECURITY](#cybersecurity) | [removed: 41] [added: 42] |

| ITEM 2. | [PROPERTIES](#properties) | [removed: 42] [added: 43] |

| ITEM 3. | [LEGAL PROCEEDINGS](#legal_proceedings) | [removed: 42] [added: 43] |

| ITEM 5. | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES](#marketreg) | [removed: 42] [added: 43] |

| | [FINANCIAL PERFORMANCE SUMMARY](#financial_performance_summary) | [removed: 46] [added: 47] |

| | [RESULTS OF OPERATIONS](#results_operations) | [removed: 47] [added: 48] |

| | [LIQUIDITY AND CAPITAL RESOURCES](#liquidity_capital_resources) | [removed: 52] [added: 53] |

| | [ENVIRONMENTAL MATTERS, LEGAL PROCEEDINGS AND OTHER CONTINGENCIES](#environmental_matters_legal_proceedings_) | [removed: 55] [added: 56] |

| | [ACCOUNTING MATTERS](#accounting_matters) | [removed: 55] [added: 57] |

| | [PERFORMANCE AND LIQUIDITY MEASURES](#performance_measures) | [removed: 56] [added: 57] |

| ITEM 7A. | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](#quantitative_qualitative_disclosures_abo) | [removed: 59] [added: 61] |

| ITEM 8. | [FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](#financial_statements_supplementary_data) | [removed: 60] [added: 62] |

| | [REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM](#report_independent_audit_firm) | [removed: 60] [added: 62] |

| | [CONSOLIDATED STATEMENT OF OPERATIONS](#consolidated_statement_of_operations) | [removed: 61] [added: 63] |

| | [CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME](#consolidated_statement_comprehensive_inc) | [removed: 62] [added: 64] |

| | [CONSOLIDATED BALANCE SHEET](#consolidated_balance_sheet) | [removed: 63] [added: 65] |

| | [CONSOLIDATED STATEMENT OF CASH FLOWS](#consolidated_statement_cash_flows) | [removed: 64] [added: 66] |

| | [CONSOLIDATED STATEMENT OF CHANGES IN EQUITY](#consolidated_statement_changes_in_equity) | [removed: 65] [added: 67] |

| | [INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS](#index_for_notes_to_consolidated_fs) | [removed: 66] [added: 68] |

| | [NOTES TO CONSOLIDATED FINANCIAL STATEMENTS](#notes_to_consolidated_financial_statemen) | [removed: 67] [added: 69] |

| ITEM 9A. | [CONTROLS AND PROCEDURES](#controls_and_procedures) | [removed: 101] [added: 108] |

| ITEM 9B. | [OTHER INFORMATION](#other_information) | [removed: 103] [added: 110] |

| ITEM 10. | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](#directors__executive_officers_and_corpor) | [removed: 103] [added: 110] |

| ITEM 11. | [EXECUTIVE AND DIRECTOR COMPENSATION](#executive_and_director_compensation) | [removed: 103] [added: 110] |

| ITEM 12. | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS](#security_ownership_of_certain_beneficial) | [removed: 103] [added: 110] |

| ITEM 13. | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE](#certain_relationships_and_related_transa) | [removed: 103] [added: 111] |

| ITEM 14. | [PRINCIPAL ACCOUNTANT FEES AND SERVICES](#principal_accounting_fees_and_services) | [removed: 103] [added: 111] |

| ITEM 15. | [EXHIBITS AND FINANCIAL STATEMENT SCHEDULES](#exhibits_and_financial_statement_schedul) | [removed: 104] [added: 111] |

| | [EXHIBITS](#exhibits) | 112 |

| | | |

| | [EXHIBITS](#exhibits) | 105 |

We own or control [removed: 10.4] [added: more than 10] million acres of timberlands in the U.S. and manage long-term licenses covering [removed: 14.1] [added: more than 14] million acres in Canada.

In addition, we focus on opportunities to realize value through lease and royalty agreements for the surface and subsurface rights that exist in our ownership, including through our [removed: natural climate solutions] [added: Climate Solutions] business.

We operate [removed: 34] [added: 33] manufacturing facilities in the United States and Canada.

Our sustainably managed forests and our wood products play a critical role in mitigating climate change, and [removed: our carbon record shows that our net impact is significantly] [added: we remove substantially more] carbon [removed: negative.][added: than we emit each year.]

Unless otherwise specified, current information reported in this Form 10-K is as of or for the fiscal year ended December 31, [removed: 2024.][added: 2025.]

WE CAN [removed: TELL] [added: TELL] YOU MORE

WHO [removed: WE] [added: WE] ARE

Weyerhaeuser Company qualifies as a REIT under the Internal Revenue Code of 1986, as amended [removed: (IRC)] [added: (IRC),] and REIT income can be distributed to shareholders without first paying corporate level tax, which substantially eliminates the double taxation of income.

We own a substantial amount of our timberland assets through two subsidiaries: Weyerhaeuser Timber Holdings, Inc., which holds our western timberland assets and began qualifying as a REIT beginning in the tax year 2022; and Weyerhaeuser Forest Holdings, Inc., which holds our southern timberland assets and [removed: intends to qualify] [added: began qualifying] as a REIT beginning in the tax year 2025.

WEYERHAEUSER COMPANY > [removed: 2024] [added: 2025] ANNUAL REPORT AND FORM 10-K 1

|  | Real Estate & ENR — Deliver premiums to timberland value by identifying and monetizing higher and better use lands and capturing the full value of surface and subsurface assets, including through our [removed: natural climate solutions] [added: Climate Solutions] business. |

We are committed to driving innovation and operational excellence across all facets of our [removed: business.][added: company.]

Sustainability has been one of the core values of our company for [removed: nearly] [added: more than] 100 years.

In 1938, we were one of the first companies to plant tree seedlings, and in [removed: 1941] [added: 1941,] we established the first certified tree farm in the U.S. We [removed: harvest, on average, only two percent of our forests each year, and 100 percent of our timberlands are reforested after harvesting.]

WEYERHAEUSER COMPANY > [removed: 2024] [added: 2025] ANNUAL REPORT AND FORM 10-K 2

[removed: Our carbon record shows that our net impact is significantly carbon negative, meaning we] [added: We] remove substantially more carbon from the atmosphere than we emit each year.

In [removed: 2023,] [added: 2024,] our scope 1 carbon emissions were 0.4 million metric tons of carbon dioxide equivalent (mtCO2e), primarily attributable to fuel usage within our wood products mills and fertilizer application in our timberlands.

Also in [removed: 2023,] [added: 2024,] our location- and market-based scope 2 emissions were [removed: 0.5] [added: 0.4] million and 0.4 million mtCO2e, respectively, which are emissions from the energy we purchase.

We obtained limited assurance of our [removed: 2023] [added: 2024] scope 1 and scope 2 emissions from a third-party attestation provider.

In [removed: 2023,] [added: 2024,] our scope 3 emissions totaled [removed: 9.3] [added: 9.0] million mtCO2e, primarily generated by customers who purchase our wood fiber and the end-of-life emissions of the products we sell.

In [removed: 2023,] [added: 2024,] our direct carbon removals totaled [removed: 9] [added: 10] million mtCO2e (the increase in above-ground carbon in our U.S. timberlands attributable to forest growth and management practices after we account for harvest and mortality).

Also in [removed: 2023,] [added: 2024,] the indirect carbon removals across our value chain were [removed: 29] [added: 27] million mtCO2e (primarily carbon stored in our own long-lived wood products and products [removed: that] our customers make from our logs).

In [removed: 2023,] [added: 2024,] our forests contained between 2.3 billion and 3.6 billion mtCO2e.

We have a comprehensive wood products energy strategy that we [removed: have begun] [added: are] implementing by developing short-term action [removed: plans,] [added: plans and] evaluation tools [removed: and energy champions] at all sites.

On average, we meet more than two-thirds of the energy needs in our manufacturing facilities [removed: from renewable biomass] by using [removed: what would otherwise be wood waste from mill manufacturing residuals.][added: by-products such as bark, sawdust, chips and shavings as fuel.]

In addition, we also supply other mills, companies and utilities with woody biomass that is used to produce renewable, [removed: carbon-neutral] [added: low-carbon] energy.

WEYERHAEUSER COMPANY > [removed: 2024] [added: 2025] ANNUAL REPORT AND FORM 10-K 3

We pursue [removed: a number of] [added: several] programs to create and preserve critical habitat, including partnering on conservation easements and agreements, formal Habitat Conservation Plans (HCPs) with the U.S. federal government and mitigation banking.

Conservation easements and other local agreements can [removed: assure] [added: ensure] sustainable forest practices and the long-term stewardship and protection of wildlife habitat, biodiversity and recreational access.

We currently operate 16 mitigation [removed: banks and projects,] [added: banks,] primarily in the U.S. South.

Several other [added: banks and] projects are in various stages of evaluation and [removed: development] [added: development,] and we are always looking for new opportunities and partnerships to expand our impact.

The primary products we [removed: produce] [added: make] are [removed: solid] [added: structural] lumber, wood panels and engineered wood products.

[removed: Wood] [added: Forest and mill by-products such as wood] shavings, sawdust, chips and bark are sold or delivered to downstream customers who make other [removed: essential] products [removed: for society.][added: that are essential to everyday life, including toilet paper, diapers, paper, cartons, boxes, bags, landscaping mulch and wood pellets.]

[removed: On] [added: This approach means that, on] average, 99 percent of our wood [removed: residuals] [added: by-products] are used to create other products or to generate energy.

That compares with [removed: only] [added: about] 11 percent of the world's forests that are certified today (the vast majority of these certified forests are in the Northern Hemisphere).

In [removed: 2024,] [added: 2025,] we employed [removed: 9,440] [added: 9,517] employees, including [removed: 8,077] [added: 8,198] in the United [removed: States,1,355] [added: States, 1,310] in Canada and [removed: 8] [added: 9] in Japan.

Of these employees, [removed: 2,355] [added: 2,322] are members of unions covered by multi-year collective-bargaining agreements.

WEYERHAEUSER COMPANY > [removed: 2024] [added: 2025] ANNUAL REPORT AND FORM 10-K 4

| Real Estate & ENR | [removed: 72] [added: 76] |

| Wood Products | [removed: 7,206] [added: 7,252] |

| | [SIGNATURES](#signatures) | 115 |

Beginning in the first quarter of 2026, the Real Estate, Energy and Natural Resources (Real Estate & ENR) segment will be renamed Strategic Land Solutions.

The segment will include the following businesses: Real Estate, Natural Resources and Climate Solutions.

harvest, on average, only 2 percent of our forests each year, and 100 percent of our timberlands are reforested after harvesting.

GREENHOUSE GAS INVENTORY

MAKING THE MOST OF EVERY TREE WE HARVEST

We use nearly every part of every tree we harvest, and we always direct harvested logs and fiber to their highest-value use.

We also use many of these by-products as fuel in our own wood products facilities to generate heat for processes such as drying lumber and curing plywood — ensuring that we have a steady supply of renewable energy.

| Timberlands | 1,321 |

| Corporate | 868 |

| Total | 9,517 |

Safety is a core value at Weyerhaeuser, which means it guides all our decisions and actions.

|  | caring leaders who build our safety culture; |

|  | engaged employees who look out for each other and |

|  | a risk-based safety system to prevent incidents by: |

| | o eliminating or reducing our highest risks, o using standard, effective tools and o building and verifying safety skills. |

We are committed to continual improvement and do so through annual prevention-based goals, our internal Safety Council, external benchmarking, implementation of new technology, replicating key learnings and enhancing our safety system and process.

We engage with our shareholders on a variety of topics throughout the

Canadian timberlands.

This includes licenses for acreage in British Columbia, which will be transferred to the purchaser of our Princeton lumber mill upon regulatory approval.

| Oregon | | | 1,379 | | | | — | | | | 1,379 | |

| Washington | | | 1,096 | | | | — | | | | 1,096 | |

| Alabama | | | 472 | | | | 176 | | | | 648 | |

| Arkansas | | | 1,181 | | | | 16 | | | | 1,197 | |

| Florida | | | 207 | | | | 44 | | | | 251 | |

| Georgia | | | 527 | | | | 22 | | | | 549 | |

| Louisiana | | | 1,002 | | | | 350 | | | | 1,352 | |

| Mississippi | | | 1,106 | | | | 35 | | | | 1,141 | |

| Virginia | | | 149 | | | | — | | | | 149 | |

| Total South | | | 6,071 | | | | 649 | | | | 6,720 | |

| Total Company | | | 9,740 | | | | 649 | | | | 10,389 | |

| GEOGRAPHIC AREA | | DECEMBER 31, 2025 | | |

*All licenses in British Columbia will be transferred to the purchaser of our Princeton lumber mill, pending regulatory approval.

See additional discussion at* [*Note 20: Princeton Lumber Mill Divestiture*](#fn_princeton_divestiture)*.*

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| West | | Grade | | | 90 | % | | | 92 | % | | | 91 | % | | | 89 | % | | | 92 | % | |

| | | Fiber | | | 10 | % | | | 8 | % | | | 9 | % | | | 11 | % | | | 8 | % | |

| South | | Grade | | | 48 | % | | | 46 | % | | | 47 | % | | | 45 | % | | | 49 | % | |

| | | Fiber | | | 52 | % | | | 54 | % | | | 53 | % | | | 55 | % | | | 51 | % | |

| | [SIGNATURES](#signatures) | 108 |

We have been managing our forests sustainably for a very long time.

CARBON RECORD

MINIMIZING WASTE

Toilet paper, diapers, paper, cartons, boxes, bags, landscaping mulch and wood pellets are just a few of the countless products made from our wood fiber, as well as forest and mill by-products.

We are always looking for ways to reduce the amount of waste we generate, including finding responsible methods for reuse and recycling.

| Timberlands | 1,315 |

| Corporate | 847 |

| Total | 9,440 |

Safety is a core value at Weyerhaeuser, which means safety comes first in everything we do.

|  | caring leadership with a safety-focused “tone at the top”; |

|  | robust safety policies and practices; |

|  | engaged employees with regular safety training and education and |

|  | a strong companywide focus on identifying and reducing hazards and risks. |

We regularly review safety incidents, risk-identification reports and “near-miss” incidents and apply key learnings across our organization.

We have a strong culture of ethics and integrity at every level of our company.

In 2024, we were named for the 15th time as one of the World’s Most Ethical Companies® by Ethisphere Institute, a global leader in defining and advancing the standards of ethical business practices.

| Oregon | | | 1,415 | | | | — | | | | 1,415 | |

| Washington | | | 1,095 | | | | — | | | | 1,095 | |

| Alabama | | | 525 | | | | 163 | | | | 688 | |

| Arkansas | | | 1,184 | | | | 16 | | | | 1,200 | |

| Florida | | | 210 | | | | 61 | | | | 271 | |

| Georgia | | | 571 | | | | 24 | | | | 595 | |

| Louisiana | | | 1,005 | | | | 350 | | | | 1,355 | |

| Mississippi | | | 1,113 | | | | 35 | | | | 1,148 | |

| Virginia | | | 117 | | | | — | | | | 117 | |

| Total South | | | 6,084 | | | | 651 | | | | 6,735 | |

| Total Company | | | 9,788 | | | | 651 | | | | 10,439 | |

*(2)*

*In March 2020, we sold our Montana timberlands.*

| | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| West | | Grade | | 92% | | 91% | | 89% | | 92% | | 90% | |

| | | Fiber | | 8% | | 9% | | 11% | | 8% | | 10% | |

| South | | Grade | | 46% | | 47% | | 45% | | 49% | | 48% | |

| | | Fiber | | 54% | | 53% | | 55% | | 51% | | 52% | |

| North(1) | | Grade | | 35% | | 35% | | 37% | | 51% | | 49% | |

| | | Fiber | | 65% | | 65% | | 63% | | 49% | | 51% | |

| Total | | Grade | | 58% | | 58% | | 55% | | 62% | | 60% | |

| | | Fiber | | 42% | | 42% | | 45% | | 38% | | 40% | |