0000106535 false 0000106535 2023-11-13 2023-11-13

Table of Contents

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): November 13, 2023

WEYERHAEUSER CO MPANY

(Exact name of registrant as specified in charter)

Washington | 1-4825 | 91-0470860
(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 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 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 of Contents

TABLE OF CON TENTS

Item 7.01. | Regulation FD Disclosure
Item 9.01. | Financial Statements and Exhibits
| Signatures
EXHIBIT 99.1 | Investor presentation
EXHIBIT 104 | Cover page interactive data file (embedded within the inline XBRL document)

Table of Contents

Section 7 – Regulation FD

Item 7.01. Regulati on FD Disclosure

On November 13, 2023, Weyerhaeuser Company is posting presentation materials to the Investors section of its website that it expects to use in discussions with the investment community. A copy of the presentation materials is furnished as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial S tatements and Exhibits

(d) Exhibits.

Exhibit No. |  | Description
99.1 |  | Investor presentation
104 |  | Cover page interactive data file (embedded within the inline XBRL document).

Table of Contents

SIGNAT URES

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: November 13, 2023