Weyerhaeuser Company filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

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): June 30, 2025

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in charter)

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:

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

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:

TABLE OF CONTENTS

Section 1 - Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement

On June 30, 2025, Weyerhaeuser Company (“Weyerhaeuser”) entered into a $1.75 billion five-year senior unsecured Amended and Restated Revolving Credit Facility Agreement (the “Amended and Restated Credit Agreement”) with the lenders party thereto (the “Lenders”) and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”). The Amended and Restated Credit Agreement, which amends and restates Weyerhaeuser’s $1.5 billion five-year senior unsecured Revolving Credit Facility Agreement dated as of March 13, 2023, will expire on June 30, 2030. Loans made pursuant to the Amended and Restated Credit Agreement may be used for general corporate purposes of Weyerhaeuser and its subsidiaries, including, but not limited to, for working capital purposes, to refinance or otherwise repay or prepay any indebtedness and to finance acquisitions, stock repurchases and capital expenditures. Borrowings will bear interest at a floating rate based on, at Weyerhaeuser’s option, Term SOFR, Daily Simple SOFR or the Base Rate (as each is defined in the Amended and Restated Credit 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.

Key covenants applicable to Weyerhaeuser under the Amended and Restated Credit Agreement include requirements to maintain: a minimum total adjusted shareholders’ equity (as defined in the Amended and Restated Credit Agreement) of $3.0 billion; and a funded debt ratio of 65% or less, calculated as set forth in the Amended and Restated Credit Agreement as total funded indebtedness divided by total adjusted shareholders’ equity plus total funded indebtedness. The Amended and Restated Credit Agreement contains other covenants customary for borrowers with an investment grade credit rating. These include but are not limited to covenants that place limitations on Weyerhaeuser’s ability to incur secured debt, enter into certain sale and leaseback transactions, merge or sell all or substantially all of its assets or fundamentally change its business.

The foregoing description of the Amended and Restated Credit Agreement is a general description only, does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Credit Agreement, which is filed as Exhibit 10.1 hereto and incorporated into this report by reference. The Amended and Restated Credit Agreement contains representations and warranties that Weyerhaeuser made to the Lenders as of a specific date. The assertions embodied in those representations and warranties were made solely for purposes of the contractual agreements between the parties to the Amended and Restated Credit Agreement and may be subject to important qualifications and limitations to which the parties agreed in connection with negotiating the terms of the Amended and Restated Credit Agreement. One or more of these representations and warranties may have been used for the purpose of allocating risk between the parties rather than establishing matters as fact. Moreover, one or more of these representations and warranties may not be accurate or complete as of any specified date or may be subject to a contractual standard of materiality different from those generally applicable to investors. For the foregoing reasons, investors should not rely on the representations and warranties as statements or representations of factual information.

Certain of the Lenders and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, investment banking, commercial banking and general financing and treasury services for Weyerhaeuser, including as an underwriter for one or more public offerings of Weyerhaeuser’s securities, for which they received or will receive customary fees and expenses.

Section 2 - Financial Information

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

The information set forth in Item 1.01 of Section 1 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of Section 2.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The following exhibit is filed with this report.

SIGNATURES

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.

Date: July 3, 2025