0000106535False00001065352025-06-302025-06-30

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): June 30, 2025

 

 

WEYERHAEUSER COMPANY

(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 CONTENTS

 

Item 1.01.

Entry into a Material Definitive Agreement

Item 2.03.

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

Item 9.01.

Financial Statements and Exhibits

 

SIGNATURES

EXHIBIT 10.1

Amended and Restated Revolving Credit Facility Agreement dated as of June 30, 2025, among Weyerhaeuser Company, as Borrower, the lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent

EXHIBIT 104.

Cover page interactive data file (embedded within the Inline XBRL document)

 

 


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.

 

 

Exhibit No.

Description

 


Table of Contents

 

 

10.1

Amended and Restated Revolving Credit Facility Agreement dated as of June 30, 2025, among Weyerhaeuser Company, as Borrower, the lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent

 

104

Cover page interactive data file (embedded within the inline XBRL document).

 


Table of Contents

 

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.

 

WEYERHAEUSER COMPANY

 

 

By:

 

/s/ Kristy T. Harlan

Name:

 

Kristy T. Harlan

Its:

 

Senior Vice President, General Counsel and Corporate Secretary

 

 

 

 

Date: July 3, 2025