RYAM 10-K & 10-Q changes, risk factors and insider trading

Our business, financial condition and results of operations could be adversely affected by disruptions in the global economy caused by geopolitical conflictsinstability and related impacts.

Geopolitical conflictsinstability and related effects may negatively impact the global economy and our business. Ongoing conflicts (e.g., Ukraine, Middle East), strained U.S.–China relations and evolving trade, tax and energy policies could disrupt supply chains, increase costs and limit market access. While historically we have not had direct operations in geographic areas under conflict, we have significant operations and customers in Europe and Asia and have experienced shortages in key input materials and increased costs for transportation, energy and raw materials as a result of various conflicts. Escalation of geopolitical tensions could result in, among other things, natural gas shortages, disruptions of operations for us, our customers and our suppliers, an increase in cyber intrusion attempts, lower consumer demand and changesvolatility toin foreign currency exchange rates and financial markets, any of which would adversely affect our business.ability to operate efficiently, maintain profitability and deliver growth across all segments of the Company. In addition, the effects of any geopolitical conflict could heighten many of the other known risks described in this Item 1A—Risk Factors.

Competition, demand fluctuations and cyclicality are our products’ most significant drivers of sales volumes and pricing. We face significant competition from domestic and foreign producers in all of our businesses. For example, in the market for our cellulose specialties product line, increased cellulose specialties production capacity from our competitors, some of whom have lower raw material, wood and production costs than we do, combined with demand weakness, can collectively contribute to lower cellulose specialties sales prices and market share over periods of time. Likewise, certain cellulose specialty grade volumes have declined meaningfully in recent years due to these factors. Our high-purity commodity products for viscose and fluff applications were also at extremely low pricing levels in 2019 and 2020 and later rebounded. In 2025, the closure of a competitor plant and the indefinite suspension of our Temiscaming cellulose plant have driven customers to explore alternative suppliers to limit being sole sourced. There can be no assurance as to the duration and magnitude of a rebound or whether elevated levels during any one period can be sustained over a significant period of time.period.

With respect to demand for cellulose specialties, and in particular our acetate grades, the majority of these acetate grades are used to manufacture acetate tow, which is used to make the filter component of a cigarette. Significant increases in cigarette costs and potential actions taken by the U.S. and other countries to discourage smoking, such as tax increases on tobacco products, policy changes and future legislation, may have a material adverse effect on the demand for tobacco products. Additionally, increased use of e-cigarettes, electronically heated tobacco products and smokeless tobacco products may affect demand for traditional cigarettes. Demand and pricing for our industrial ethers produced from DWP could be adversely impacted by depressed global construction activity and DWP customers across multiple other segments may turn to lower-cost alternatives such as cotton linter pulp or synthetics for certain applications if they deem our pricing too high.

In addition, some of the industries in which our end-use customers participate, such as publishing, packaging, automotive and textiles, are cyclical in nature, thus posing risks to us that are beyond our control. These industries are highly competitive and may experience overcapacity and reductions in end-use demand, which may affect demand for and pricing of our products. The consequences of this could include reduction, delay or cancellation of customer orders.

Our high-yieldHigh-Yield pulpPulp business is cyclical and influenced by various factors, including periods of excess product supply due to industry capacity increases, periods of decreased demand due to reduced economic activity or market conditions, inventory destocking by customers, reduced market prices, scarcity of economically viable fiber in Canada and fluctuations in currency exchange rates. These factors may cause significant price changes over a short period. For example, in 2025, oversupply of domestic high-yield pulp in China has driven down sales prices and volumes. To address these factors, we have in the past,past elected, and may in the future,future electelect, to schedule production curtailments and shutdowns. InOur particular,High-Yield our high-yield pulpPulp business has been the subject ofhad temporary curtailments at various points in recent yearsyears, including during 2025, in reaction to market conditions.

Raw material and energy costs, such as wood, chemicals, oil, natural gas and electricity, are a significant operating expense for us. The cost of these inputs can be volatile and are susceptible to rapid and substantial increases due to factors beyond our control, such as lack of availability, changing economic and weather conditions, political, civil or other unrest or instability in energy-producing nations, and supply and demand considerations. For example, we experienced significant price volatility in various chemicals we use during 2021 and 2022, driven by weather events in the southeastern U.S. that substantially impacted supply. Caustic soda, a key manufacturing input in our high purity cellulose business, has historically had significant price volatility. Similarly, the price of oil and natural gas and their pipeline transportation hashave historically experienced significant fluctuations based on weather, market demand and other factors. Additionally, industrial and other policies of the governmental agencies having jurisdiction over the suppliers of raw materials to our facilities may change due to changes in political leadership or otherwise, which also could adversely impact the cost of energy and its transportation. Deforestation is an increasing concern where the irresponsible harvest of these raw materials can lead to loss of critical forests and habitats. Sourcing of these materials is under increasing scrutiny due to deforestation, and the availability of these raw materials may be limited in the future.

Given inflation in the broader economy, we monitor the risk that inflation presents to our active and future contracts. In contracts for certain of our products, pricing is set annually or is otherwise not subject to change for a contractually agreed-upon period of time. In these cases, we may have limited ability to pass along fluctuations in input costs. For example, in 2022, we saw broad-based increases in costs from inflation that arewere material to our business as a whole, including with respect to key product inputs such as wood, energy, chemicals and transportation. Mitigating inflationary impacts through cost surcharges may not be sufficient and continued inflationary pressure could materially adversely affect our profits and margins under our customer contracts. The impact of raw material and energy pricing increases could materially adversely affect our business, financial condition and results of operations.

We have large manufacturing operations in Canada and France and a significant portion of our sales are to customers outside the U.S., including China, Europe, Japan, India, Canada, South Korea and other international markets. Sales to customers outside the U.S. made up 6668 percent of our revenue in 2024.2025. The manufacture and sale of our products in non-U.S. markets result in risks inherent to conducting business under international laws, regulations and customs. We expect international sales will continue to contribute significantly to our results of operations and future growth. The risks associated with our business operations outside the U.S. include:

We have manufacturing operations in the U.S., Canada and France, and we sell our products worldwide, in either USD, CAD or Euros. As a result, we are exposed to movements in foreign currency exchange rates and our earnings are affected by changes in the value of the CAD and Euro relative to the USD. A strengthening of the USD or a weakening of the home currency of the countries where our international competitors manufacture products can adversely impact our competitive position. In addition to ordinary-course currency fluctuations, specific events have had, and could in the future have, an impact on currency valuation. Our risk management policy allows management, with oversight from the Finance and Strategic Planning Committee of our Board of Directors, to hedge a significant portion of our exposure to fluctuations in foreign currency exchange rates, though no hedges are currently in place. To accomplish this, we have used, and may in the future use, derivative instruments, such as currency options and foreign exchange forward contracts, to mitigate our exposure to fluctuations in foreign currency exchange rates. Such measures, however, may not fully protect against substantial foreign currency fluctuations and such fluctuations may have a material adverse impact on our business, financial condition and results of operations.

We manufacture our products in the U.S., Canada and France, and sell them in over 40 countries. Our financial results highly depend on our ability to sell our products globally. Trade barriers such as tariffs, countervailing and anti-dumping duties, quotas and other similar restrictions on trade have historically resulted in, and may in the future result in, a material reduction in revenues and profitability. For example, the U.S. government imposed new tariffs on products imported from China in February 2025 and again in March 2025, and from Canada and Mexico in March 2025, which has and may result in additional retaliatory tariffs and other trade actions from these nations. We cannot predict what additional changes to trade policy may be enacted by the U.S. government with the previously mentioned countries or additional countries with whichwhere we do business, including whether existing tariff policies will be maintained or modified, what products may be subject to such policies or whether the entry into new bilateral or multilateral trade agreements will occur, nor can we predict at this time the effects that any such changes would have on our business. The extent to which these changes in the global marketplace affect our business, financial condition and results of operations will depend on the specific details of the changes in trade policies, their timing and duration, as well as our ability to effectively deploymitigate toolstheir toimpacts addresson theseour issues.business. The effects of previous trade restrictions on our business in China and Canada are discussed further below.

In 2024,2025, we had product sales of $352$273 million shipped to customers in China and, of this amount, $251$234 million were products manufactured in the U.S. Trade tensions and trade-related actions, such as tariffs and duties, between China and the U.S. have previously impacted our business and our customers’ businesses and could do so in the future. For example, in 2018, in retaliation against U.S. tariffs, China imposed a tariff on certain U.S. exports, including all wood pulp sold by us from the U.S. into China. This caused a significant decline in operating income for as long as the tariffs remained in place. FailureSimilarly, byin 2025, China imposed retaliatory tariffs on the U.S.U.S., including our commodity fluff sold into China, which significantly impacted our operating income and Chinesemay governmentscontinue to reachdo acceptable agreements regarding trade,so as welllong as continuedthey traderemain volatilityin and additional trade-related actions by the Chinese government, could have a material adverse impact on our business, financial condition and results of operations.place.

In 2024,2025, product sales of $233$133 million were generated from RYAM’s Canadian exports to the U.S. The U.S. and Canada have a history of trade disputes, dating to the early 1980s, in particular,particular related to the export of softwood lumber from Canada into the U.S. Each dispute was resolved via agreement or litigation, which generally involved some combination of duties and/or quotas, as well as a return of all or most of the duties previously paid by Canadian softwood lumber producers. In October 2015, a 10-year softwood lumber agreement expired and no agreement was reached to extend or renew it. As a result, the U.S. commenced an investigation of lumber exports from Canada into the U.S. that resulted in the assessment of duties on lumber exported into the U.S., which Canada continues to challenge on numerous legal fronts. With the third quarter 2024 sale of our softwood lumber duty refund rights, this dispute is no longer potentially adversely impactful to our business. However, failure by the U.S. and Canadian governments to reach acceptable agreements regarding future trade could have a materially adverse impact to our business, financial condition and results of operations.

Our ten largest customers represented a significant portion of our 20242025 revenue and the loss of all or a substantial portion of our revenue from these customers couldwould likely have a material adverse effect on our business.

•unscheduled outages or downtime due to the need for unexpected maintenance or equipment failure, including boilers and turbines that produce steam and electricity, pollution control equipment and equipment directly used to manufacture our products. We experienced significant reliability issues during the first quarter of 2019 at our Temiscaming, Quebec plant and during the third quarter of 2021 at our Jesup, Georgia plant. In the thirdfourth quarter of 2024, a fire at our Jesup plant impacted operations for two weeks;

•labor interruptions, including strikes and short duration walk-outs,walkouts, such as the walk-outswalkouts in 20192019, 2021 and 20212025 at our plant in Tartas, France;

Wood fiber is the largest volume raw material used in the manufacturing of virtually all of our products. Many factors can impact its availability and pricing. Fiber for our U.S. and France facilities is primarily harvested from privately-held lands, while fiber for our Canadian facilities is harvested mainly from lands owned or controlled by the governments of the provinces of Ontario and Quebec, referred to as “Crown Lands.” In connection with the sale of our lumber and newsprint assets in August 2021, we transferred agreements with provincial authorities, which granted timber “tenures” for terms varying from five to 20 years, to a third party. Concurrent with the transaction, we entered into a 20-year assignable wood chip and residual fiber supply agreement with the buyer of those assets, securing supply for our operations at the Temiscaming plant. There can be no assurance that, upon the termination of this wood chip and residual fiber supply agreement due to its natural expiration or otherwise, this agreement will be renewed, extended or replaced in the future on acceptable terms, or at all.

If any of our transportation providers fail to deliver the goods we manufacture in a timely manner, or damage them during transport, we may be unable to sell those products at full value, if at all. Similarly, if any of these providers fail to deliver raw materials to us in a timely manner, we may be unable to timely manufacture our products in response to customer demand. In addition, the cost of energy, and specifically fuel, may adversely impact the cost of transporting our products. Finally, if the domestic rail or truck service providers, or the port system that we rely on for international shippingshipping, sufferssuffer work stoppages, slowdowns or strikes, our business could be materially adversely impacted.

As of December 31, 2024,2025, 6968 percent of our global workforce was unionized. We are required to negotiate the wages, benefits and other terms of employment with these employees collectively. Our financial results could be materially adversely affected if labor negotiations result in substantially higher compensation costs or materially restrict how we are able to run our operations. In addition, our inability to negotiate acceptable contracts with any of these labor unions as existing agreements expire could result in strikes or work stoppages by the affected workers. While we do not expect any labor interruptions of significant duration, if our unionized employees were to engage in a strike or other work stoppage, such as the short-duration walk-outswalkouts in 20192019, 2021 and 20212025 at our plant in Tartas, France, at one or more of our major facilities, we could experience a significant disruption of our operations, which could materially adversely affect our business, financial condition and results of operations.

The industries and end markets into which we sell our products experience technological change and product improvement. Manufacturers may introduce new products or require new technological capacity to develop customized products. Our future growth depends on our ability to gauge the direction of our customers’ commercial and technological progress in the key end markets into which we sell our products and then invest sufficient strategic capital to then successfully develop, manufacture and sell products in these end markets.

We have an active R&D program to develop new products and new applications for our existing products. However, there can be no assurance this program will be successful, either from a product development or commercialization perspective, or that any particular invention, product or development, or the program as a whole, will address changes in our customers’ needs and lead to significant revenue or profit generation. Moreover, some of our new products and applications may not contain intellectual property that can be protected under intellectual property laws. In addition, artificial intelligence technologies have developed rapidly and our future success may depend on our ability to integrate the technology into our internal business processes and new products, services and technologies. Failure to generate meaningful revenue and profit from our R&D efforts could materially adversely affect our business, financial condition and results of operations.

Like most companies, we have been, and expect to continue to be, subject to cybersecurity threats, including attempted cyber intrusions. One form of attempted cyber intrusion that has become increasingly prevalent is the practice of cyber extortion, particularly through the use of ransomware. The sophistication of cybersecurity threats continues to grow, and the use of emerging technologies, such as artificial intelligenceAI and quantum computing, for nefarious purposes increases the risk of cybersecurity incidents. Cyber intrusions targeting our business systems, operational tools and external vendor software could compromise our intellectual property and confidential business data, cause a disruption to our operations or damage our reputation. To address these challenges, we use advanced detection systems and artificial intelligence-driven threat mitigation tools. Functions that serve an important role in the efficient operation of our business include purchasing and fulfillment, inventory and manufacturing process management, the reporting of financial results and various other business process support. We have established and maintain cybersecurity policies, programs, controls and systems. These measures are in place to safeguard against, detect and manage cybersecurity risks across our processes, including those associated with our third-party service providers, on whom we rely to maintain security programs that align with their respective risks. While we have not experienced any material information systems security breaches within the periods being reported (or, to the best of our knowledge, any material information systems security breach prior to that), there can be no assurance that our or our third-party service providers’ security efforts and programs will be successful and/or that a material cybersecurity incident will not occur in the future. Such an event could have a material adverse impact on our financial condition and results of operations.

The successful execution of ourstrategic biomaterials strategyinitiatives is subject to anumerous number of potential challengesrisks and uncertainties.uncertainties, including:

Certain regulatory approvals may be required in connection with the expansion of our biomaterialsBiomaterials business and its underlying projects. Denial or delay of such approvals or changes in requirements could impact our ability to commercialize these products as planned. For example, we are in the process of formally appealingchallenging through the courts a denial of a permit to construct a proposed bioethanol plant within the boundary of our Fernandina Beach, Florida, facility.

Market viability of our biomaterialsBiomaterials products depends on various factors including demand for renewable alternatives, customer acceptance,acceptance and the economic viability of our products relative to fossil-fuel-basedfossil fuel-based options. If demand does not develop as expected, or if regulatory incentives or sustainability priorities change or decline, our ability to generate expected returns could be adversely affected. Additionally, competition from other bio-based technologies or synthetic alternatives could limit our ability to capture market share.

Our ability to fund the growth of our biomaterialsBiomaterials business depends on meeting financial and operational targets that align with investor and lender expectations. For example, our ability to secure future funding under existing funding agreements is subject to key project milestones, conditions,conditions and thresholds, and the failure to achieve these could delay access to capital, require us to seek alternative financing on less favorable terms,terms or limit our ability to proceed with planned investments in biomaterials production.

Failure to successfully navigate these and related challenges impacting our biomaterialsBiomaterials strategy could adversely affect our ability to generate expected returns and fully realize the strategy’sbusiness’s long-term growth potential.

This section primarily discusses 20242025 and 20232024 items and comparisons between these years.years, with the exception of our “Operating Results by Segment,” which has been recast in line with our new segment reporting structure for all periods presented. For a discussion of all other year-over-year comparisons between 20232024 and 20222023 and other financial information related to 20222023 that is not included in this 20242025 Form 10-K, refer to Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 20232024 filed with the SEC on FebruaryMarch 29,6, 2024.2025.

We are a diversified global leader of cellulose-based technologiestechnologies, that operatedoperating in the following operating segments during the years presented in this 2024 Form 10-K:

We are the leading global producer of cellulose specialties, which are primarily used in dissolving chemical applications that require a highly purified form of cellulose, including liquid crystal displays, filters, textiles and performance additives for pharmaceutical, food and other industrial applications. Pricing for our cellulose specialties products is typically set by contract for at least one year, based on negotiations with customers. Key input costs — wood, chemicals and energy — represent approximately 5045 percent of our per MT cost of sales. Transportation, depreciation, labor, maintenance and other manufacturing fixed costs represent our remaining cost of sales.

We manufacture paperboardKallima® Coated Cover Paperboard that is used for packaging, printing documents, brochures, promotional materials, paperback book and catalog covers, file folders, tags and lottery tickets. Pricing for paperboard is typically referenced to published indices and marketed through our internal sales team. Our production facility, located in Canada, has an annual production capacity of 180,000 MTs of paperboard. Key input costs — wood pulp, chemicals and energy — represent approximately 50 percent of our per MT cost of sales. Transportation, depreciation, labor, maintenance and other manufacturing fixed costs represent our remaining cost of sales.

We manufacture and market high-yield pulp, which paper manufacturers use to produce paperboard, packaging, coated and uncoated printing and writing paper, specialty papers and a variety ofvarious other paper products. Pricing for high-yield pulp is typically referenced to published indices marketed through our internal sales team. Our production facility in CanadaTemiscaming has an annual production capacity of 290,000 MTs of high-yield pulp. Key input costs — wood, chemicals and energy — represent approximately 35 percent of our per MT cost of sales. Transportation, depreciation, labor, maintenance and other manufacturing fixed costs represent our remaining cost of sales.

•Assert our leadership in Cellulose Specialties

Net sales for the quarter ended MarchJune 28,27, 2026 decreasedincreased $34$36 million, or 10%,11%, compared to the same prior year quarter,quarter driven by lower average sales prices in CC, PBD and HYP, and lower sales volumes in CS, PBD and HYP. These decreases were partially offset by a higher average sales price in CS and higher CCsales volumes in CC, PBD and HYP. These increases were partially offset by lower average sales volume.prices Seein OperatingCC, ResultsPBD byand SegmentHYP belowand forlower furthersales discussion.volume in CS.

Operating loss for the quarter ended MarchJune 28,27, 2026 increased $50$6 million, or 333%,600%, compared to the same prior year quarter, driven by a non-cash HYP asset impairment of $13 million, the decreaseimpact inof netthe salesPBD & HYP planned maintenance outage and non-cashmarket-related permanentdowntime idling charges of $41 milliontaken in the current quarter asand ahigher resultchemicals ofand thelogistics decision to permanently cease DWP production at the Temiscaming HPC plant.costs. Partially offsetting these decreases were the increase in net sales, improved operating rates at the HPC plants, lower energy, wood and purchasedother pulpfixed costs,costs lower environmental remediation expense,and favorable foreign exchange rates and an insurance recovery of $4 million related to the 2024 Jesup plant fire. See Operating Results by Segment below for further discussion.rates.

IncludedPartially inoffsetting “otherthe income,foreign net”exchange rate impact in the quartersix endedmonths-ended March 28, 2026period was a $2 million increase to our liability related toin the quarterly fair value remeasurement of the SWEN put option. See Note 9—Fair Value Measurements to our Financial Statements for further details.

The effective tax raterates on the loss from continuing operations for the quarter and six months ended MarchJune 28,27, 2026 waswere an expense of 7.4% and a benefit of 8.2%.4.2%, Thisrespectively. rateThese rates differed from the federal statutory rate of 21% primarily due to changes in valuation allowances andallowances, different statutory tax rates in foreign jurisdictions.jurisdictions and U.S. tax credits. Also driving the difference for the quarter was the foreign-derived income deduction.

The effective tax raterates on the loss from continuing operations for the quarter and six months ended MarchJune 29,28, 2025 waswere not meaningful as a benefitresult of 15.0%.the Thisfull ratewrite-off differedof fromour Canadian DTAs (see Note 15—Income Taxes to our Financial Statements for further details). Also driving the differences between the effective tax rates and the federal statutory rate of 21% primarily due to changes in the valuation allowance on disallowed interest deductions,were different statutory tax rates in foreign jurisdictions, valuation allowances on nondeductible U.S. interest expense, U.S. tax credits and nondeductible executive compensation.

Net sales of our High Purity Cellulose segment for the second quarter decreasedincreased $16$29 million, or 6%,11%, compared to the same prior year quarter, driven by:

•Cellulose sales volume increase of 5%,20%, driven by mix that includedincluding a 58%94% increase in CC sales volume that was partially offset by a 35%23% decrease in CS sales volume.

–CC sales volume increased as weour executedplants ourexperienced higher operating rates compared to the prior quarter and also shifted to CC production in the current quarter due to lower orders for CS leadership initiatives and shifted production toward commodity products.

–CS sales volume declined as we executed our CS leadership initiatives,initiatives. withPartially theoffsetting this decline furtherwas impactedlower byCS elevatedsales inventory levelsvolume in the acetateprior marketquarter as Chinese customers delayed orders due to the geopolitical uncertainty with Chinese and softerU.S. demand in the ethers market.tariffs.

–CS average sales price increase was driven by improvedhigher pricing of newly negotiated contracts. We remain on track to securing value-based pricing for our 2026 CS portfolio.agreements.

–CC average sales price decline was due to softer global commodity pricing.pricing and product mix within the commodity portfolio.

OperatingNet resultssales of our High Purity Cellulose segment for the quartersix declinedmonths $63ended June 27, 2026 increased $10 million, or 315%,2%, compared to the same prior year quarter,period, driven by: