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WYWeyerhaeuser

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The 10-K against last year's

103 changes: 22 added, 5 removed, 75 reworded, 1 quiet changes

10-K Feb 13, 2026 vs Feb 14, 2025
Risk FactorsRedline ↓
9.9%
of the text changed · 10,165 words now
28.0%
of the text changed · 6,822 words now
Legal ProceedingsRedline ↓
15.4%
of the text changed · 1,252 words now
Accounting PoliciesRedline ↓
6.2%
of the text changed · 2,903 words now

10-K 0001193125-26-051422 (2026-02-13) vs 10-K 0000950170-25-021254 (2025-02-14)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 182 words changed in this paragraph; it is 68% similar to last year's version.
The new U.S. presidential administration has proposed taken multiple actions in 2025 to significantly increase tariffs on foreign imports into the United States, including imports from countries to which we export our products, such as Canada and China. For example, on February 1, 2025, the United States imposed tariffs on imports from Canada, Mexico and China, and on April 2, 2025, the United States announced a universal baseline tariff of 10% on almost all imports, plus additional country-specific tariffs for select trading partners, including China. The rates and effective dates of these tariffs have been adjusted on several occasions since the initial announcements, and certain of these tariffs are subject to legal and other challenges, the outcome of which could further change tariff rates and effective dates. In addition to increasing the cost of the wood products that we export to U.S. markets from our Canadian operations, this policy these policies could result in one or more of our foreign export market jurisdictions adopting retaliatory trade policy that makes it more difficult or costly for us to export our products to those countries including, for example, by increasing tariffs, taxes or duties on our products or by placing significant import restrictions on our products such as onerous and excessive phytosanitary requirements. Several countries, including Canada and China, have imposed retaliatory tariffs, and the imposition of U.S. and foreign tariff regimes is fluid and changing. We could therefore experience reduced revenues and margins in our businesses that are adversely affected by international trade policy or disputes, including the terms of any settlement of such disputes. To the extent such trade policies increase prices, they could also reduce the overall demand for our products in affected markets. Likewise, U.S.-imposed tariffs on imports could also increase our costs for products and raw materials that we use in our operations, and we operations. We may not be able to pass on those cost increases to our customers. These changes could therefore have a material adverse effect on our business, financial results customers, and financial condition, including facility closures or impairments of assets. We cannot predict future U.S. or foreign trade policy or the terms and conditions of any resolutions or settlements of international trade disputes and their effects on our business. if

Source: Item 1A, 10-K 0001193125-26-051422 vs Item 1A, 10-K 0000950170-25-021254

MD&A 162 words changed in this paragraph; it is 64% similar to last year's version.
Over the past year, home Home sales and building activity moderated continue to moderate in part due response to consistently elevated mortgage interest rates rates, reduced affordability and reduced affordability. Specifically, multi-family construction lower consumer confidence. While overall housing inventory remains historically low across many markets, there has been hampered by a large supply of recently completed projects as well as higher interest rates some increase in unsold new and other factors constraining the underwriting of proposed projects. In contrast, new existing single-family home construction has remained resilient, as existing homeowners continued to be constrained by the lock-in effect of lower mortgage rates, compared to current rates. units. On a seasonally adjusted annual basis, as reported by the U.S. Census Bureau, housing starts for fourth quarter 2024 October 2025 averaged 1.4 1.2 million units, a 3.5 7.0 percent increase decrease from third quarter 2024. 2025. Single-family starts averaged 1.0 million 874 thousand units in fourth quarter 2024, October 2025, a 3.3 1.0 percent increase decrease from third quarter 2024. 2025. Multi-family starts averaged 376 372 thousand units in fourth quarter 2024, which was a 4.1 October 2025, an 18.4 percent increase decrease from third quarter 2024. 2025. Single-family construction is the primary driver for our business as compared to multi-family due to the amount of wood products used. Sales of newly built, built single-family homes averaged a seasonally adjusted annual rate of 662 737 thousand units for fourth quarter 2024, October 2025, a decrease of 6.5 5.9 percent increase from third quarter 2024, primarily 2025, driven by a seasonal reduction builder incentives and moderate relief in buying activity. Over the medium mortgage rates. Notwithstanding current macroeconomic uncertainty and potential impacts to long-term, housing demand, we expect a favorable U.S. housing construction market over the medium to long-term, supported by strong demographics in the key home buying age cohorts, cohorts and a decade of under building and historically low housing inventory. building.

Source: Item 7, 10-K 0001193125-26-051422 vs Item 7, 10-K 0000950170-25-021254

Legal Proceedings 87 words changed in this paragraph; it is 62% similar to last year's version.
In 2022, the Sixth Circuit Court of Appeals reversed the District Court opinion, finding that Georgia-Pacific’s claims for cost contributions in the specific area of the site were time barred by the statute of limitations. Georgia-Pacific filed a petition for writ of certiorari with the U.S. Supreme Court, which was denied during fourth quarter 2023 and redirected to the district court for further proceedings. In 2024, the U.S. District Court issued a final judgment dismissing Georgia-Pacific’s claims for past costs but also issued a declaratory judgment finding all three parties (Georgia-Pacific, International Paper and the company) liable to each other for future costs incurred by any party. On appeal, the Sixth Circuit Court of Appeals reversed the declaratory judgment issued by the District Court and the U.S. Supreme Court subsequently denied Georgia-Pacific’s petition for writ of certiorari. As a result, the company was found not responsible for prior costs incurred by Georgia-Pacific. Appeals related to future costs remain ongoing.

Source: Item 3, via Note 13 – LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES, 10-K 0001193125-26-051422 vs Item 3, via Note 13 – LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES, 10-K 0000950170-25-021254

Accounting Policies 44 words changed in this paragraph; it is 69% similar to last year's version.
In 2024, 2025, we adopted the FASB Accounting Standards Update (ASU) 2023-07,"Segment Reporting 2023-09, “Income Taxes (Topic 280): 740): Improvements to Reportable Segment Disclosures", Income Tax Disclosures”, which expands annual income tax disclosures to disaggregate rate reconciliations and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. income taxes paid by nature and jurisdiction. The adoption of this standard did not impact our Consolidated Statement of Operations, Consolidated Balance Sheet or Consolidated Statement of Cash Flows. The expanded segment disclosures are incorporated in Note 2: Business Segments. 18: Income Taxes.

Source: Item 8, Note 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001193125-26-051422 vs Item 8, Note 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000950170-25-021254

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of WY's Risk Factors and MD&A, 10-K 2026-02-13 against 10-K 2025-02-14. Each links to the text at sec.gov.

AddedRisk Factors
We currently participate in joint venture and other business partnering structures, and we may in the future participate in additional such arrangements with the same or other parties and with varying business objectives and investment terms. We may also increase our capital investment or otherwise expand our interests in existing joint venture arrangements and partnering structures. Any of these arrangements involve risks including, but not limited to, the risk that one or more of our partners, none of which we control, fail to abide by our agreed upon terms or otherwise take actions that are contrary to our interests, policies or objectives, which could adversely affect our ability to achieve our goals and thereby adversely affect our results of operations, financial condition and cash flows.

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedRisk Factors
concerns, could increase our costs and have a long-term adverse effect on our businesses and results of operations. Future legislation or regulatory activity in this area remains uncertain, and its effect on our operations is unclear at this time.

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedRisk Factors
we do pass on those cost increases to our customers, it could reduce demand for our products. Further, tariff-related disruptions could cause supply chain delays and increase our operational expenses. These changes could have a material adverse effect on our business, financial condition and results of operations, including facility closures or impairments of assets. We cannot predict future U.S. or foreign trade policy or the terms and conditions of any resolutions or settlements of international trade disputes and their effects on our business, and the evolving landscape of global trade policies, including the potential for further tariff escalations or broader economic impacts, could adversely affect our business, financial condition and results of operations.

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedRisk Factors
We have recently begun using third-party developed AI tools for internal purposes, such as data and inventory management and sales and logistics optimization. Over time, we may explore the use of AI in additional areas.

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedRisk Factors
There can be no assurance that any current or future use of AI or machine learning technologies will achieve desired results, improve efficiency or otherwise benefit our business. AI systems are complex and may not always operate as intended, and could produce inaccurate, incomplete or biased outputs, and ineffective or inadequate AI deployment practices could result in unintended consequences. In addition, our business could be disrupted if any of the AI systems we use become unavailable due to extended outages or interruptions or because they are no longer available on commercially reasonable terms or prices.

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedRisk Factors
Laws, regulations and industry standards applicable to AI are rapidly evolving and may require us or our third-party providers to incur significant costs to modify or enhance our business practices to comply with such requirements, which may vary across jurisdictions.

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedRisk Factors
Furthermore, our competitors or other third parties may adopt AI capabilities more quickly or more effectively than we do, which could adversely affect our ability to compete and affect our business, financial condition and results of operations. In addition, the use of AI, even in limited internal applications, may give rise to new risks or liabilities, including increased governmental or regulatory scrutiny, litigation exposure, compliance requirements, ethical considerations and confidentiality or security risks. These risks could, in turn, adversely affect our reputation, business, financial condition and results of operations.

Read it in 10-K 2026-02-13 at sec.gov ↗

Show the other 12
AddedMD&A
Ongoing U.S. trade policy changes have resulted in macroeconomic uncertainty and increased cautiousness by consumers. These policies, along with potential countermeasures by other countries, have the potential to affect supply and demand trends, import and export dynamics, and pricing for our products. Trade and tariff policies are generally separate from the annual establishment and collection of anti-dumping and countervailing duties (AD/CVD) placed on certain products and countries, such as for Canadian softwood lumber.

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedMD&A
The discussion below includes a number of publicly available data points, many of which are obtained from U.S. federal government institutions. Due to the federal government shutdown that ended in November, availability of these data points is limited to October or November 2025. All other data points are updated through fourth quarter 2025.

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedMD&A
In U.S. wood product markets, soft end use demand and steady supply have led to continued price weakness in commodity products. In fourth quarter 2025, the Random Lengths Framing Lumber Composite price averaged $378/MBF and the OSB Composite averaged $234/MSF, both near multi-decade lows on an inflation-adjusted basis. Over the course of fourth quarter 2025, composite prices for lumber increased from $367/MBF to $385/MBF and composite prices for OSB decreased from $237/MSF to $230/MSF. The Framing Lumber Composite began the fourth quarter on a slight upward trajectory supported by improving Western SPF pricing and broader concerns around the Section 232 tariff, which took effect in October. As the quarter progressed, ample product supply and seasonally softer demand led to lower composite pricing through early December. By quarter end, product supply decreased and demand improved as buyers replenished lean inventories. This drove price gains across North American lumber markets, with a notable increase in Southern Yellow Pine. For OSB, soft product pricing in fourth quarter 2025 was largely driven by lower demand in response to the seasonal reduction in new home construction activity. In September 2025, Weyerhaeuser elected to moderate production across its lumber mill set in response to the softer demand environment, and maintained a lower operating posture through year end 2025. When combined with the volume impact associated with the sale of the company’s sawmill in Princeton, British Columbia – which was sold in late third quarter 2025 – Weyerhaeuser’s lumber production volumes decreased by 14 percent in fourth quarter 2025 compared to the prior quarter. The company expects to return to a more normalized operating posture in first quarter 2026.

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedMD&A
a $288 million decrease in consolidated gross margin (see discussion of components above); a $25 million decrease in product remediation recoveries received and an $18 million noncash environmental remediation charge recorded in fourth quarter 2025.

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedMD&A
the August 2025 issuance of an $800 million senior unsecured term loan; the March 2025 issuance of a $300 million senior unsecured term loan and the November 2025 loan of $102 million related to resource recovery revenue bonds.

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedMD&A
the August 2025 partial repayment of approximately $500 million of our $750 million 4.75 percent senior unsecured notes; the January 2025 repayment of our $139 million 8.50 percent debentures and the March 2025 repayment of our $71 million 7.95 percent debentures.

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedMD&A
In June 2025, we amended and restated our senior unsecured revolving credit facility to extend the expiration date to June 2030, while increasing borrowing capacity from $1.5 billion to $1.75 billion. Borrowings will bear interest at a floating rate based on either the adjusted term Secured Overnight Financing Rate (SOFR) plus a spread or a mutually agreed-upon base rate plus a spread. As of December 31, 2025 and 2024, we had no outstanding borrowings on the revolving credit facility.

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedMD&A
In November 2025, we established a commercial paper program under which we may issue short-term, unsecured commercial paper notes pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Under this program, we may issue notes from time to time in an aggregate amount not to exceed $1.75 billion outstanding at any time. The notes will have maturities of up to 397 days from the date of issue and will not be subject to voluntary prepayment or redemption prior to maturity. We use our revolving credit facility as a liquidity backstop for the repayment of short-term unsecured notes issued under the commercial paper program. There were no notes outstanding under this program as of December 31, 2025.

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedMD&A
During third quarter 2025, we entered into interest rate swaps with the risk management objective of managing exposure to interest rate volatility by converting variable rate debt obligations associated with our new $800 million term loan into fixed rate payments. The interest rate swaps provide the right to make fixed rate payments to the counterparty in exchange for variable, SOFR-based payments on a monthly settlement schedule. As of December 31, 2025, our interest rate swap agreements with an aggregate notional amount of $800 million were designated as cash flow hedging instruments of variable, SOFR-based interest payments on our $800 million term loan. No comparable activity was present for the year ended December 31, 2024.

Read it in 10-K 2026-02-13 at sec.gov ↗

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