Weyerhaeuser Co. Enters Material Definitive Agreement

TL;DR

Weyerhaeuser just signed a big deal, creating a new financial obligation. Keep an eye on this.

AI Summary

On August 25, 2025, Weyerhaeuser Co. entered into a material definitive agreement, creating a direct financial obligation. The company, incorporated in Washington with EIN 910470860, filed an 8-K report detailing this event. The filing also includes other events and financial statements.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Weyerhaeuser Co., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement and creating a direct financial obligation can introduce new risks related to the terms of the agreement and the company's ability to meet its obligations.

Key Numbers

• 1-04825 — SEC File Number (Identifies the company's filing with the SEC.)
• 91-0470860 — IRS Employer Identification Number (Unique identifier for the company's tax purposes.)

Key Players & Entities

• WEYERHAEUSER CO (company) — Registrant
• August 25, 2025 (date) — Date of earliest event reported
• Washington (jurisdiction) — State of incorporation
• 910470860 (identifier) — IRS Employer Identification Number
• 206-539-3000 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $1.25 — ch registered Common Stock, par value $1.25 per share WY New York Stock Exchang
• $800 million — ans in an aggregate principal amount of $800 million. Approximately $500 million of the proc
• $500 million — l amount of $800 million. Approximately $500 million of the proceeds of the term loans have
• $3.0 billion — defined in the Term Loan Agreement) of $3.0 billion; and a funded debt ratio of 65% or less
• $250 million — g the partial redemption, there remains $250 million in outstanding principal amount of the

Filing Documents

• wy-20250825.htm (8-K) — 81KB
• wy-ex10_1.htm (EX-10.1) — 1079KB
• wy-ex10_2.htm (EX-10.2) — 114KB
• wy-ex99_1.htm (EX-99.1) — 18KB
• 0000950170-25-111963.txt ( ) — 1556KB
• wy-20250825.xsd (EX-101.SCH) — 29KB
• wy-20250825_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

01

Item 8.01 Other Events

Financial Statements and Exhibits

Financial Statements and Exhibits

SIGNATURES

SIGNATURES EXHIBIT 10.1 Term Loan Agreement dated as of August 25, 2025, among Weyerhaeuser Company, as parent, Weyerhaeuser NR Company, as borrower, the lenders party thereto and Truist Bank, as administrative agent EXHIBIT 10.2 Guarantee Agreement dated as of August 25, 2025, between Weyerhaeuser Company, as guarantor, and Truist Bank, as administrative agent EXHIBIT 99.1 Notice of Partial Redemption of 4.75% Notes due 2026 EXHIBIT 104 Cover page interactive data file (embedded within the Inline XBRL document) Table of Contents Section 1 - Registrant's Business and Operations

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On August 25, 2025, Weyerhaeuser Company (" Weyerhaeuser ") and its subsidiary, Weyerhaeuser NR Company (" WNR "), entered into a Term Loan Agreement (the " Term Loan Agreement ") with the lenders party thereto (the " Lenders ") and Truist Bank, as administrative agent (in such capacity, the " Administrative Agent "), pursuant to which WNR borrowed senior unsecured term loans in an aggregate principal amount of $800 million. Approximately $500 million of the proceeds of the term loans have been applied to the partial redemption of Weyerhaeuser's 4.75% senior unsecured notes due in 2026 (the " Notes "), as discussed in greater detail in Item 8.01 of this report, and the remainder of the proceeds are intended to be used for general corporate purposes of Weyerhaeuser and its subsidiaries. Loans under the Term Loan Agreement mature on the third anniversary of funding, and do not amortize prior to the final maturity thereof. Loans under the Term Loan Agreement bear interest at a floating rate based on, at WNR's option, Term SOFR or the Base Rate (as each is defined in the Term Loan Agreement), in each case plus a spread that varies depending upon the credit rating assigned to Weyerhaeuser's senior unsecured long-term debt from time to time. In connection with the Term Loan Agreement, WNR has entered into floating-to-fixed interest rate swaps to fix the rate for the full amount borrowed under the Term Loan Agreement. Including the effect of these swaps, the effective rate on the loans under the Term Loan Agreement, including the currently applicable credit spread, is 4.31%. The covenants under the Term Loan Agreement are customary for investment grade credit facilities of this type and are consistent with those contained in each of Weyerhaeuser's and WNR's other bank loan agreements. These include but are not limited to requirements for Weyerhaeuser to maintain: a minimum total adjusted shareholders' equity (as d

01. Other Events

Item 8.01. Other Events On August 13, 2025, Weyerhaeuser directed The Bank of New York Mellon Trust Company, N.A., as trustee of the Notes, to notify noteholders that Weyerhaeuser was electing to redeem $500 million in aggregate principal amount outstanding of the Notes on August 25, 2025. The manner of calculation of the redemption price, including the applicable make-whole payment, was done in accordance with the terms of the Notes and was set forth in the Notice to Trustee of Redemption Price of Weyerhaeuser Company 4.75% Notes due 2026 dated August 20, 2025. Following the partial redemption, there remains $250 million in outstanding principal amount of the Notes. For more information about Weyerhaeuser's redemption of the Notes, please refer to the Notice of Partial Redemption to the Holders of Weyerhaeuser Company 4.75% Notes due 2026, which is filed with this current report as Exhibit 99.1 and is incorporated herein by reference. Section 9 - Financial Statements and Exhibits

01. Financial S tatements and Exhibits

Item 9.01. Financial S tatements and Exhibits (d) Exhibits . The following exhibit is filed with this report. Exhibit No. Description 10.1 Term Loan Agreement dated as of August 25, 2025, among Weyerhaeuser Company, as parent, Weyerhaeuser NR Company, as borrower, the lenders party thereto and Truist Bank, as administrative agent 10.2 Guarantee Agreement dated as of August 25, 2025, between Weyerhaeuser Company, as guarantor, and Truist Bank, as administrative agent 99.1 Notice of Partial Redemption of 4.75% Notes due 2026 104 Cover page interactive data file (embedded within the inline XBRL document). Table of Contents 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: August 28, 2025

View Full Filing

View this 8-K filing on SEC EDGAR