Weyerhaeuser 8-K 2026-01-21

Filed 2026-01-27. 1 sections, 5K characters. Original on sec.gov · Markdown · JSON

Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 21, 2026

WEYERHAEUSER CO****MPANY

(Exact name of registrant as specified in charter)

Washington1-482591-0470860
(State or other jurisdiction of incorporation or organization)(Commission File Number)(IRS Employer Identification Number)

220 Occidental Avenue South

Seattle**,** Washington 98104-7800

(Address of principal executive offices)

(zip code)

Registrant’s telephone number, including area code:

(206) 539-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $1.25 per shareWYNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934:

☐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.

TABLE O****F CONTENTS

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01Financial Statements and Exhibits
Signatures
EXHIBIT 10.1Form of Weyerhaeuser Company Performance Share Unit Award Terms and Conditions
EXHIBIT 10.2Form of Weyerhaeuser Company Restricted Stock Unit Award Terms and Conditions
EXHIBIT 104Cover page interactive data file (embedded within the inline XBRL document).

Section 5 – Corporate Governance and Management

Item 5.02. Departure of Directors or Certa****in Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On January 21, 2026, the Compensation Committee of the Weyerhaeuser Company Board of Directors approved new forms of terms and conditions for future performance share unit awards and restricted stock unit awards that may be granted to executive officers under the Weyerhaeuser Company 2022 Long-Term Incentive Plan. Copies of the forms of performance share unit award terms and conditions and restricted stock unit award terms and conditions are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this report and incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01. Finan****cial Statements and Exhibits

(d) Exhibits. The following items are filed as exhibits to this report.

Exhibit No.Description
10.1Form of Weyerhaeuser Company Performance Share Unit Award Terms and Conditions
10.2Form of Weyerhaeuser Company Restricted Stock Unit Award Terms and Conditions
104Cover page interactive data file (embedded within the inline XBRL document).

SIGNA****TURES

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 hereunto duly authorized.

WEYERHAEUSER COMPANY
By:/s/ Kristy T. Harlan
Name:Kristy T. Harlan
Its:Senior Vice President, General Counsel and Corporate Secretary

Date: January 27, 2026