SEATTLE, Oct. 30, 2025 /PRNewswire/ -- Weyerhaeuser Company (NYSE:WY) today announced updates on recent actions to enhance portfolio quality and value through a series of strategic and capital-efficient timberland transactions. In the third quarter, the company completed two high-quality acquisitions totaling $459 million, including its previously announced transaction for timberlands in North Carolina and Virginia. Additionally, in the third quarter Weyerhaeuser advanced three divestiture packages of non-core timberlands — two of which were closed or under contract in early October, totaling $410 million of expected cash proceeds by year end. The company anticipates the third divestiture to close in early 2026, with total proceeds from all divestitures expected to exceed the cash outlay required for its recently completed acquisitions.

"These transactions represent strategic opportunities to recycle capital in a tax-efficient manner to further optimize and improve our timberlands portfolio," says Devin W. Stockfish, president and chief executive officer. "As we've demonstrated over the last several years, we are committed to active portfolio management across our timber holdings and have remained disciplined and nimble in our approach to growing the quality and value of our timberlands. Through this process, we've achieved the multi-year growth target we announced in September 2021 — and by early 2026, we will have offset a significant portion of our acquisitions with divestitures of non-core acreage. Over a similar period, we've also returned a substantial amount of cash back to shareholders through dividends and share repurchase and announced a compelling engineered wood products growth opportunity — all while maintaining a strong balance sheet. Looking forward, we will continue to evaluate capital-efficient opportunities that enhance the return profile of our timberlands, while also balancing other levers across our capital allocation framework to drive superior long-term value for our shareholders."

Summary of Acquisitions

Unique, off-market transactions featuring high-quality and strategically located acreage with portfolio-leading timber and financial attributes in their respective regions.
Acquired at a combined timber-only Adjusted EBITDA multiple of 21x¹.
- North Carolina & Virginia: In August, the company completed its previously announced acquisition of 117,000 acres of timberlands for $364 million, inclusive of closing adjustments.
- Washington: In August, the company completed a targeted, off-market acquisition covering approximately 10,000 acres of exceptional timberlands from a private entity for $95 million. Comprised of mature, low-elevation and highly operable timberlands, the acreage is immediately adjacent to existing Weyerhaeuser timber holdings and offers excellent market access to a diverse set of domestic and export customers, including Weyerhaeuser's Longview mill and export yards in the region. The acquisition is expected to deliver immediate and sustained portfolio-leading cash flows within the company's Western Timberlands business, with an average annual timber-only free cash flow yield of 6.1 percent over the first 10 years.

Summary of Divestitures

Non-core acreage with limited portfolio integration benefits.
Divestitures in Oregon, Georgia and Alabama are expected to be divested at a combined timber-only Adjusted EBITDA multiple of 45x¹.
- Oregon: In October, the company completed the divestiture of 28,000 acres of timberlands in coastal Oregon for $190 million.
- Georgia & Alabama: In October, the company entered into an agreement to sell approximately 86,000 acres for $220 million. The transaction is expected to close in December and is subject to customary closing conditions.
- Virginia: The company is in the process of divesting approximately 108,000 acres and expects to close the transaction in early 2026.
The company anticipates minimal tax liability in conjunction with these transactions.

Adjusted EBITDA multiple calculated as purchase price divided by Weyerhaeuser's forecasted 10-year annual average Adjusted EBITDA from timber operations.

ABOUT WEYERHAEUSER

Weyerhaeuser Company, one of the world's largest private owners of timberlands, began operations in 1900 and today owns or controls approximately 10.4 million acres of timberlands in the U.S., as well as additional public timberlands managed under long-term licenses in Canada. Weyerhaeuser has been a global leader in sustainability for more than a century and manages 100 percent of its timberlands on a fully sustainable basis in compliance with internationally recognized sustainable forestry standards. Weyerhaeuser is also one of the largest manufacturers of wood products in North America and operates additional business lines around product distribution, climate solutions, real estate, energy and natural resources, among others. In 2024, the company generated $7.1 billion in net sales and employed approximately 9,400 people who serve customers worldwide. Operated as a real estate investment trust, Weyerhaeuser's common stock trades on the New York Stock Exchange under the symbol WY. Learn more at www.weyerhaeuser.com.

NON-GAAP FINANCIAL MEASURES

This news release references forward-looking estimates of free cash flow yield and Adjusted EBITDA multiple, each of which is a non-GAAP financial measure that management uses to evaluate the performance of the company and certain investments. Free cash flow yield, as we define it, is calculated by dividing free cash flow — defined as Adjusted EBITDA generated less capital expenditures to support operations — by the purchase price of the investment. Adjusted EBITDA multiple is calculated by dividing the timberlands purchase price by the company's forecasted 10-year average Adjusted EBITDA from timber operations. Adjusted EBITDA, as we define it, is operating income adjusted for depreciation, depletion, amortization, basis of real estate sold and special items. These measures should not be considered in isolation from, and are not intended to represent alternatives to, our GAAP results. We have not provided a reconciliation of these forward-looking non-GAAP financial measures to the most comparable GAAP measure of net cash from operations (in the case of free cash flow) and net earnings (in the case of Adjusted EBITDA, which is the basis for calculating Adjusted EBITDA multiple), because they each exclude the impact of certain items that are inherently difficult to forecast, such as changes in working capital, capital expenditures, and asset sales. Management cannot estimate these items or their impact on free cash flow yield or projected Adjusted EBITDA on a forward-looking basis without unreasonable effort. As a result, investors may be unable to accurately compare the expected impact of the acquisition to our historical results or to those of other companies that may define or calculate free cash flow yield or Adjusted EBITDA differently. Nonetheless, management believes that providing this forward-looking non-GAAP information is useful to investors. Given the uncertain nature of forward-looking statements, we believe investors are able to take into account the inherent limitations of this forward-looking non-GAAP information. Actual results may differ materially from our estimates due to the potential significance of the excluded items.

FORWARD-LOOKING STATEMENTS

This news release contains statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995 including, without limitation, with respect to our expectations regarding certain timberlands divestures and related cash proceeds, as well our strategic plans concerning our timberlands portfolio and related cash flows and returns and our other capital allocation priorities. We also reference our expectations concerning the expected financial and operational contributions of its Washington timberlands acquisition, and these also constitute forward-looking statements. Forward-looking statements may be identified by our use of certain words in such statements, including without limitation words such as "anticipates," "committed," "continue," "expected," "looking forward," and "will" and similar words, terms and phrases using such terms and words. We also reference expected performance through, or events to occur by or at, a future date, and such references also constitute forward-looking statements. All forward-looking statements speak only as of the date hereof, are based on current expectations and involve and are subject to a number of assumptions, risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These risks and uncertainties include, but are not limited to, those identified in our 2024 Annual Report on Form 10-K, as well as those set forth from time to time in our other public statements, reports, registration statements, prospectuses, information statements and other filings with the Securities and Exchange Commission. In addition, Weyerhaeuser may not be able to complete the transaction within the stated time period, or at all, because of a number of factors, including without limitation: the occurrence of any event, change or other circumstances that could give rise to a termination of the transaction under the terms of the purchase and sale agreement governing the transaction, or the failure to satisfy other closing conditions. There is no guarantee that any of the events anticipated by these forward-looking statements will occur. If any of the events occur, there is no guarantee what effect they will have on the company's business, results of operations, cash flows, financial condition and future prospects. The company undertakes no obligation to update these forward-looking statements after the date of this news release.

For more information contact:

Weyerhaeuser

Analysts – Andy Taylor, 206-539-3907

Media – Nancy Thompson, 919-861-0342

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