What awards triggered the Weyerhaeuser (WY) tax-withholding share dispositions?

Footnotes explain that one transaction relates to full vesting of a 2022 restricted stock unit award. The other stems from full vesting of a 2023 performance stock unit award, with fractional shares settled in cash in both cases.

Weyerhaeuser (WY) SVP has shares withheld for tax obligations

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Weyerhaeuser Senior Vice President Denise M. Merle reported automatic share disposals tied to equity award vesting, not open-market selling. On the vesting date, 8,250 common shares at $24.53 and 8,184 common shares at $24.53 were withheld to cover tax obligations for restricted stock unit and performance share unit awards. After these tax-withholding dispositions, she continued to hold over 231,000 Weyerhaeuser common shares directly.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Merle Denise M

Role Senior Vice President

Type	Security	Shares	Price	Value
Tax Withholding	Common	8,250	$24.53	$202K
Tax Withholding	Common	8,184	$24.53	$201K

Holdings After Transaction: Common — 239,820.506 shares (Direct)

Footnotes (1)

These shares are being withheld to cover taxes for restricted stock unit vestings. The number of shares reflects the settlement of fractional shares in cash upon full vesting of the 2022 restricted stock unit award. These shares are being withheld to cover taxes for a performance share unit vesting. The number of shares reflects the settlement of fractional shares in cash upon full vesting of the 2023 performance stock unit award.

Form 4 Insider Transactions: What Each Field Means →

03/03/2026 - 05:48 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Merle Denise M

(Last)

(First)

(Middle)

220 OCCIDENTAL AVE SOUTH

(Street)

SEATTLE

98104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WEYERHAEUSER CO [ WY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common	03/01/2026		F		8,250⁽¹⁾	D	$24.53	239,820.5057	D
Common	03/01/2026		F		8,184⁽²⁾	D	$24.53	231,636.5057	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These shares are being withheld to cover taxes for restricted stock unit vestings. The number of shares reflects the settlement of fractional shares in cash upon full vesting of the 2022 restricted stock unit award.

2. These shares are being withheld to cover taxes for a performance share unit vesting. The number of shares reflects the settlement of fractional shares in cash upon full vesting of the 2023 performance stock unit award.

	/s/ Jose J. Quintana, Attorney-in-fact for Denise M. Merle	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Denise M. Merle report in the latest Weyerhaeuser (WY) Form 4?

She reported two tax-withholding share dispositions tied to equity awards, not open-market sales. A total of 8,250 and 8,184 Weyerhaeuser common shares were withheld at $24.53 per share to satisfy tax obligations on vesting stock awards.

How many Weyerhaeuser (WY) shares were withheld for taxes in this Form 4?

The filing shows 8,250 common shares and 8,184 common shares withheld. Both transactions occurred at $24.53 per share to cover taxes on restricted stock unit and performance share unit vestings for Senior Vice President Denise M. Merle.

Were the Weyerhaeuser (WY) Form 4 transactions open-market sales?

No, the transactions were coded “F” and described as tax-withholding dispositions. Shares were withheld by the company to pay exercise price or tax liabilities on vesting awards, rather than sold by Denise M. Merle on the open market.

How many Weyerhaeuser (WY) shares does Denise M. Merle hold after these transactions?

After the reported tax-withholding dispositions, she directly holds approximately 231,636 Weyerhaeuser common shares. The Form 4 shows this remaining ownership after both award-related transactions reduced her share count to just over 231,000 shares.