Every material Form 8-K Weyerhaeuser filed with the SEC in 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Weyerhaeuser named Richard Beckwitt, former CEO and president of Lennar Corporation, as a director effective November 14, 2025, expanding the board from ten to eleven members. On November 13, 2025, the company also gave each executive officer new severance and change of control agreements that replace the prior ones, with largely unchanged benefit amounts.
Beckwitt's appointment is effective November 14, 2025; he has not yet been assigned to a board committee.
His pro-rata director retainer is about $147,170, including about $58,868 in cash and $88,302 in restricted stock units, through the 2026 annual meeting.
The new executive agreements run about three years, expiring December 31, 2028, and the CEO's severance benefit is 2.0 times base salary and target bonus, with change of control benefits at 3.0 times.
Beckwitt previously served as Lennar's co-CEO and co-president from 2020 to 2023, and Lennar's 2024 revenues exceeded $35 billion.
Weyerhaeuser reported third quarter 2025 net earnings of $80 million, or $0.11 per diluted share, up from $28 million a year earlier, on net sales of $1.7 billion. Adjusted EBITDA fell to $217 million from $236 million a year earlier, and the company said special items, including a $40 million after-tax benefit, boosted reported earnings. For shareholders, the results combine higher reported profit with lower core cash earnings and a company forecast of lower fourth quarter Timberlands earnings.
Net earnings before special items were $40 million, or $0.06 per diluted share, versus $35 million a year earlier
Adjusted EBITDA was $217 million, down from $336 million in the second quarter of 2025 and $236 million in the third quarter of 2024
Timberlands fourth quarter earnings before special items are expected to be about $30 million lower than the third quarter
Year-to-date share repurchases totaled $150 million through the third quarter
Weyerhaeuser's subsidiary Weyerhaeuser NR Company borrowed $800 million under a term loan dated August 25, 2025, with Weyerhaeuser guaranteeing the loan. About $500 million of the proceeds was used to partly redeem the company's 4.75% notes due 2026, leaving $250 million of those notes outstanding. The filing does not report revenue, profit, or guidance, so the shareholder effect is a refinancing of existing debt.
Term loans of $800 million mature on the third anniversary of funding, with floating rates swapped to fixed for the full amount, an effective rate of 4.31%.
About $500 million of proceeds redeemed 4.75% notes due 2026 on August 25, 2025, at a make-whole price.
Remaining loan proceeds are intended for general corporate purposes; $250 million of the 2026 notes remain outstanding.
Covenants include a minimum adjusted shareholders' equity of $3.0 billion and a funded debt ratio of 65% or less.
Weyerhaeuser reported second quarter 2025 net earnings of $87 million, or 12 cents per diluted share, on net sales of $1.9 billion, compared with $173 million, or 24 cents, on $1.9 billion a year earlier. Adjusted EBITDA was $336 million, down from $410 million in the second quarter of 2024 but up from $328 million in the first quarter of 2025. The company expects lower third quarter earnings and Adjusted EBITDA in its Timberlands and Real Estate segments.
Net earnings were $87 million, or 12 cents per diluted share, versus $173 million, or 24 cents, in the second quarter of 2024.
Adjusted EBITDA was $336 million, versus $410 million a year earlier and $328 million in the first quarter of 2025.
Third quarter Adjusted EBITDA is expected to be about $10 million lower in Timberlands and about $80 million lower in Real Estate, Energy & Natural Resources than in the second quarter.
The company completed its prior $1 billion share repurchase program and announced a new $1 billion authorization in the second quarter.
On June 30, 2025, Weyerhaeuser entered into an amended and restated $1.75 billion five-year senior unsecured revolving credit facility, replacing its $1.5 billion facility dated March 13, 2023. The new facility expires June 30, 2030, and can fund general corporate purposes, including acquisitions, stock repurchases and capital expenditures. The filing describes the change as a larger, longer-dated borrowing source with covenants requiring minimum adjusted shareholders' equity of $3.0 billion and a funded debt ratio of 65% or less.
Facility size increased to $1.75 billion from $1.5 billion
Five-year term; expires June 30, 2030
Borrowings bear floating-rate interest based on Term SOFR, Daily Simple SOFR or Base Rate, plus a spread tied to credit rating
Covenants require adjusted shareholders' equity of at least $3.0 billion and a funded debt ratio of 65% or less
Weyerhaeuser reported first quarter 2025 net earnings of $83 million, or $0.11 per diluted share, on net sales of $1.8 billion, compared with $114 million, or $0.16 per share, a year earlier. Adjusted EBITDA was $328 million, up 12 percent from the fourth quarter of 2024 but below $352 million a year earlier, and the company raised its quarterly base dividend by 5 percent.
Net earnings were $83 million, or $0.11 per diluted share, versus $114 million, or $0.16, in Q1 2024 and $81 million in Q4 2024.
Net sales were $1,763 million, compared with $1,796 million in Q1 2024 and $1,708 million in Q4 2024.
Adjusted EBITDA was $328 million, versus $352 million in Q1 2024 and $294 million in Q4 2024.
The company increased its quarterly base dividend by 5 percent and expects Q2 2025 Timberlands earnings and Adjusted EBITDA to be about $15 million lower than Q1.
Weyerhaeuser appointed Alex G. Whitney, its vice president and controller, as vice president and chief accounting officer, effective February 18, 2025. David Wold, senior vice president and chief financial officer, stops serving as principal accounting officer on the same date, having held that role since May 17, 2019. The change is an internal accounting leadership appointment, and the filing discloses no change to financial results or guidance.
Board appointed Alex G. Whitney, age 37, on February 14, 2025; effective date February 18, 2025
Whitney joined the company in September 2019 and has been vice president and controller since May 2022
Whitney's 2024 pay included a $257,500 base salary, a 35% annual cash incentive target, and $121,000 in restricted stock units; 2025 pay is expected to be materially consistent
Weyerhaeuser reported fourth quarter 2024 net earnings of $81 million, or 11 cents per diluted share, on net sales of $1.7 billion, down from $219 million, or 30 cents, a year earlier. For full year 2024, net earnings were $396 million, or 54 cents per share, versus $839 million in 2023, and the company expects first quarter 2025 earnings before special items and Adjusted EBITDA to be about $20 million higher than the fourth quarter.
Q4 2024 net earnings were $81 million, up from $28 million in Q3 2024 but down from $219 million in Q4 2023; Adjusted EBITDA was $294 million versus $321 million a year earlier.
Full year 2024 net sales were $7.1 billion and Adjusted EBITDA was $1.3 billion, compared with $7.7 billion and $1.7 billion in 2023.
Q1 2025 outlook: earnings before special items and Adjusted EBITDA are expected to be about $20 million higher than Q4 2024.
The company returned $735 million to shareholders based on 2024 results and actions, including $153 million of share repurchases completed in 2024, and raised its base dividend by 5.3 percent.
On January 22, 2025, Weyerhaeuser's Compensation Committee approved new forms of terms and conditions for future performance share unit and restricted stock unit awards to executive officers under its 2022 Long-Term Incentive Plan. The forms are filed as exhibits to the 8-K, so shareholders can review how future executive equity awards will be structured.
Compensation Committee approved the new award forms on January 22, 2025.
Awards cover performance share units (Exhibit 10.1) and restricted stock units (Exhibit 10.2).
Awards may be granted to executive officers under the 2022 Long-Term Incentive Plan.
Filing was signed by Kristy T. Harlan, Senior Vice President, General Counsel and Corporate Secretary, on January 28, 2025.
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Weyerhaeuser filing is on SEC EDGAR ↗. 8-K briefs of other companies →