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

The acceleration of inflation in the United States and global economies could adversely affect us. In particular, increases in the cost and availability of labor for us and our contractors could increase our costs, compress our margins and impact harvest levels. In addition, increases in energy and fuel costs could affect our results of operations. Energy costs are a significant operating expense for logging and hauling contractors who support us and the customers of our wood products and standing timber. A rise in energy costs could have a negative effect on the cost and availability of such contractors. Additionally, rising energy costs could have a negative impact on the cost of ocean freight for our exported products. Recent changes in U.S. trade policy have resulted in sharply higher import tariffs on goods imported from certain countries. Our wood products operations are particularly impacted, as some specialized equipment and parts are sourced from outside the U.S. Higher tariffs have increased acquisition and maintenance costs, leading to greater operational expenses, supply chain disruptions, reduced margins and constraints on capital investments. Moreover, our selling, general and administrative costs could increase. More generally, an increase in inflation and interest rates could have an adverse impact on our cost of capital, which could impact the value of our long-lived assets, our ability to economically acquire additional assets, the cost of debt and the value of our equity. One of the factors that may influence the price of our common shares is our annual dividend yield as compared to the yields on other financial instruments. An increase in market interest rates could cause increases in discount rates and, accordingly, a decline in property values and total returns for timberland assets. Thus, an increase in market interest rates could result in higher yields on other financial instruments and could adversely affect the relative attractiveness of an investment in our equity and, accordingly, the trading price of our common shares. These macroeconomic factors impacting us are beyond our control and could have a material adverse effect on our business, financial condition, results of operations and the value of our equity.

In our Timber and Wood Products segments, the level of residential construction activity, including home repair and remodeling activity, is the primary driver of sawtimber and finished product demand. In addition, demand for logs can be affected by the demand for wood chips in the pulp and paper and engineered wood products markets, as well as the bio-energy production markets. The ongoing level of activity in these markets is subject to fluctuation due to future changes in economic conditions, inflation, interest rates, government subsidies, credit availability, population growth, weather conditions, geopolitical tensions, the imposition of tariffs on our and our customers’ finished products and other factors. Declining demand for paper products has led to closures and curtailments of containerboard and pulp mill, reducing demand and pricing for pulpwood and wood chips in certain regions. Historical prices for our manufactured wood products have been volatile as a result of fluctuating demand, particularly in recent years, and we have limited influence over the timing and extent of price changes for such products. In our timber business, our sawlog price realizations in Idaho are directly influenced by the fluctuation in lumber prices as we index a significant portion of these sawlogs under long-term supply agreements on a four-week lag to lumber prices. Changes in global economic conditions, such as new timber supply sources and changes in currency exchange rates, foreign interest rates and foreign and domestic trade policies, can also negatively impact demand for our timber, logs and wood products. For example, overseas demand can indirectly impact pricing and supply in North American timber and logs.lumber markets. In the Pacific Northwest and Idaho, a greater proportion of timberland is government owned than in the southern states where we operate. For more than 20 years, environmental concerns and other factors have limited timber sales by federal agencies, which historically have been major suppliers of timber to the forest products industry, particularly in the West. Recent federal and state actions – including new executive orders and increased timber sales by the Bureau of Land Management and the U.S. Forest Service – aim to expand timber harvesting on government owned lands in Idaho. Any substantial increase in federal timber sales could materially increase the regional supply of harvestable timber, depress timber prices, intensify competition, and adversely affect our results of operations and cash flows. Our financial performance in Idaho is particularly sensitive to changes in timber supply and pricing, and future policy shifts or expanded federal harvesting could have a negative impact on our business. In addition, the industries in which our customers participate are highly competitive and may experience overcapacity or reductions in demand, all of which may affect demand for and pricing of our products.

The markets in which we operate are highly competitive, and we compete with companies that have substantially greater financial resources than we do in each of these businesses. The competitive pressures relating to our Timber and Wood Products segments are primarily driven by the level of demand, quantity of product supplysupply, and quality of the timber offered by competitors in the domestic and export markets, each of which may impact pricing. With respect to our Real Estate segment, we compete with other owners of entitled and unentitled properties. Each property has unique attributes, but overall quantity of supply and price for residential, commercial, industrial and rural properties in the geographic areas in which we operate are the most significant competitive drivers. The markets in which our Trading segment operates are very competitive with numerous entities competing for export log supply at different ports across New Zealand.

The global economy has been negatively impacted by the military conflicts between Russia and Ukraine, as well as in the Middle East. The duration and outcomes of these conflicts and their residual effects are uncertain. Global log and lumber markets have exhibited increased volatility as sanctions have been imposed on Russia by the United States, the United Kingdom and the European Union in response to Russia’s invasion of Ukraine. Additionally, the conflict and related hostilities in the Middle East have increased the potential for disruptions to shipping in the Red Sea, affected the cost and availability of ocean freight providers and elevated US military operations in the region. While we do not expect our operations to be directly impacted by these conflicts at this time, changes in the cost of ocean freight, and changes in global wood and commodity flows, especially energy commodities, could impact the markets in which we operate, which may in turn negatively impact our business, results of operations, supply chain and financial condition. In addition, the effects of the ongoing conflicts could heighten certain of our other known risks described herein.

Our Timber and Wood Products segments depend on logging and transportation services provided by third parties, both domestically and internationally, including by railroad, trucks and/or ships. If any of our transportation providers were to fail to deliver timber supply or logs to our customers in a timely manner, or were to damage wood products, timber supply or logs during transport, we may be unable to sell itthem at full value, or at all. Tight job markets have increased the difficulty and cost of attracting and retaining sufficient skilled labor for logging and transportation. Accordingly, our timber harvesting volumes and realized margins have been negatively impacted in certain markets. It is expected that the supply of qualified logging contractors will be impacted by the availability and cost of debt financing for equipment purchases as well as the limited availability of adequately trained loggers. Should demand for housing become elevated, harvest levels and demand for lumber may further increase, placing more pressure on the existing supply of logging and shipping contractors. Any significant failure or unavailability of third-party logging or transportation providers, or further increases in transportation rates, labor rates and/or fuel costs, may result in higher logging and shipping costs or the inability to capitalize on stronger log and lumber prices to the extent logging and shipping contractors cannot be secured at a competitive cost. Such events could harm our reputation, negatively affect our customer relationships and adversely affect our business.

Environmental laws and regulations are constantly changing and are generally becoming more restrictive. Laws, regulations and related judicial decisions and administrative interpretations affecting our business are subject to change, and new laws and regulations are frequently enacted. These changes may adversely affect our ability to harvest and sell timber, manufacture and sell wood products, remediate contaminated properties and/or entitle real estate. These laws and regulations may relate to, among other things, the protection of timberlands and endangered species, recreation and aesthetics, protection and restoration of natural resources, surface water quality, stormwater management, air emissions, timber harvesting practices, and remedial standards for contaminated property and groundwater. Over time, the complexity and stringency of these laws and regulations have increased and the enforcement of these laws and regulations has intensified. For example, the U.S. Environmental Protection Agency (“EPA”) has pursued a number of initiatives that, if implemented, could impose additional operational and pollution control obligations on industrial facilities like ours and those of Rayonier’sour customers, especially in the area of air emissions and wastewater and stormwater control. Similarly, recentproposed legislationregulatory changes in OregonWashington haswould resultedresult in the addition of significant buffers and riparian management zones adjacent to streams, which haswould reducedreduce the areas within which we may harvest. Environmental laws and regulations will likely continue to become more restrictive and over time could adversely affect our business, financial condition and results of operations.

If regulatory and environmental permits are delayed, restricted or rejected, a variety of our operations could be adversely affected. We are required to seek permission from government agencies in the states and countries in which we operate to perform certain activities related to our properties. Any of these agencies could delay review of, or reject, any of our filings. In our Southern Timber, Pacific Northwest Timber and New Zealand Timber segments, any delay associated with a filing could result in a delay or restriction in replanting, thinning, insect control, fire control or harvesting, any of which could have an adverse effect on our operating results. For example, in Washington State, we are required to file a Forest Practice Application for each unit of timberland to be harvested. These applications may be denied, conditioned or restricted by the regulatory agency. Actions by the regulatory agencies could delay or restrict timber harvest activities pursuant to these permits. Delays or harvest restrictions on a significant number of applications could have an adverse effect on our operating results.

Environmental groups and interested individuals may seek to delay or prevent a variety of operations. We expect that environmental groups and interested individuals will intervene with increasing frequency in the regulatory processes in the states and countries where we own, lease or manage timberlands. For example, in Washington State, environmental groups and interested individuals may appeal individual forest practice applications or file petitions with the Forest Practices Board to challenge the regulations under which forest practices are approved. These and other challenges could materially delay or prevent operations on our properties. For example, interveners at times may bring legal action in Florida in opposition to entitlement and change of use of timberlands to commercial, industrial or residential use. Delays or restrictions due to the intervention of environmental groups or interested individuals could adversely affect our operating results. In addition to intervention in regulatory proceedings, interested groups and individuals may file or threaten to file lawsuits that seek to prevent us from obtaining permits, implementing capital improvements or pursuing operating plans. Any threatened or actual lawsuit could delay harvesting on our timberlands, affect how we operate or limit our ability to modify or invest in our real estate.estate and wood products manufacturing facilities. Among the remedies that could be enforced in a lawsuit is a judgment preventing or restricting harvesting on a portion of our timberlands.

We formerly owned or operated or may own or acquire timberlands or properties that may require environmental remediation or otherwise be subject to environmental and other liabilities. We owned or operated manufacturing facilities and discontinued operations that we do not currently own, and we may currently own or may acquire timberlands and other properties in the future that are subject to environmental liabilities, such as remediation of soil, sediment and groundwater contamination and other existing or potential liabilities. In connection with the spin-off of our Performance Fibers business in 2014, and pursuant to the related Separation and Distribution Agreement between us and Rayonier Advanced Materials, Rayonier Advanced Materials has assumed any environmental liability of ours in connection with the manufacturing facilities and discontinued operations related to the Performance Fibers business and has agreed to indemnify and hold us harmless in connection with such environmental liabilities. However, in the event we seek indemnification from Rayonier Advanced Materials, we cannot provide any assurance that a court will enforce our indemnification right if challenged by Rayonier Advanced Materials or that Rayonier Advanced Materials will be able to fund any amounts for indemnification owed to us. Similarly, in connection with our spin-off of Clearwater Paper Corporation in 2008, the parties agreed to indemnify each other for certain specified liabilities associated with current and former pulp and paper manufacturing facilities no longer operated by us. We may be liable for presently unknown environmental liabilities at these sites either directly or derivatively should we be unable to enforce our indemnification rights or should Clearwater Paper be unable to fund any amounts of indemnification owed to us. In addition, the cost of investigation and remediation of contaminated timberlands and properties that we currently own or acquire in the future could increase operating costs and adversely affect financial results. We could also incur substantial costs, such as civil or criminal fines, sanctions and enforcement actions (including orders limiting our operations or requiring corrective measures, installation of pollution control equipment or other remedial actions), clean-up and closure costs, and third-party claims for property damage and personal injury as a result of violations of, or liabilities under, environmental laws and regulations related to such timberlands or properties.

We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information and to manage or support a variety of our business processes, including manufacturing process controls, financial transactions and maintenance of records, which may include confidential information. We rely on commercially available systems, software, tools and monitoring to provide security for processing, transmitting and storing confidential information, such as personally identifiable information. Although we have taken steps to protect the security of the data maintained in our information systems, it is possible that our security measures and those of our information technology vendors will not be able to prevent the systems’ improper functioning or the improper disclosure of personally identifiable information, such as in the event of cyber-attacks. Security breaches, including physical or electronic break-ins, computer viruses, attacks by hackers and similar breaches, can create system disruptions, shutdowns or unauthorized disclosure of confidential information. The rapid evolution and increased adoption of artificial intelligence technologies, by us or by third parties, may also heighten our cybersecurity risks by making cyberattacks more difficult to prevent, detect, contain and mitigate. Any failure to maintain proper function, security and availability of our information systems and those of our information technology vendors could interrupt our operations, damage our reputation, or subject us to liability claims or regulatory penalties, any one of which could materially and adversely affect our financial condition and results of operations.

There continue to be numerous international, U.S. federal and state-level initiatives and proposals to address domestic and global climate issues. Within the U.S., mostMany of these proposals would regulate and/or tax the production of carbon dioxide and other “greenhouse gases” to facilitate the reduction of carbon compound emissions into the atmosphere, and provide tax and other incentives to produce and use “cleaner” energy. Additionally, our investors and other stakeholders are increasingly focused on the impacts of climate change on their investments and our business prospects, including those related to solar leases, carbon capture and storage projects and our participation in carbon markets.

Overall, it is reasonably likely that legislative and regulatory activity in this area will in some way affect Rayonier and the U.S. customers of our Southern Timber and PacificWood Northwest TimberProducts segments, but it is unclear at this time what the nature of the impact will be. We anticipate increases in legal and reporting requirements at the state, federal and international level regarding climate change. These evolving requirements may increase compliance costs, divert resources and create inefficiencies, particularly if timelines change, and may negatively impact our business and reputation. We continue to monitor political and regulatory developments in this area, but their overall impact on Rayonier, from a cost, benefit and financial performance standpoint, remains uncertain at this time.

Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on sustainability considerations relating to businesses, including greenhouse gas emissions, human capital, and diversity. Rayonier makes statements about these matters through information provided on its website, press releases and other communications, including through its Sustainability and Carbon Reports. Responding to these sustainability considerations involves risks and uncertainties, including those described under “Forward-Looking Statements,” requires investmentsinvestment and is impacted by factors that may be outside Rayonier’s control. In addition, some stakeholders may disagree with Rayonier’s initiatives and the focus of stakeholders may change and evolve over time. Stakeholders also may have very different views on where our sustainability focus should be placed, including differing views of regulators in various jurisdictions in which we operate. Any failure, or perceived failure, by Rayonier to further its initiatives, adhere to its public statements, comply with federal, state or international sustainability laws and regulations, or to meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against Rayonier and materially adversely affect Rayonier’s business, reputation, results of operations, financial condition and stock price.

We are a leading timberland real estate investment trust (“REIT”) with assets located in some of the most productive softwood timber growing regions in the U.S.United and New Zealand.States. Our revenues, operating income and cash flows are primarily derived from the following core business segments: Southern Timber, Pacific Northwest Timber, New Zealand Timber,and Real Estate and Trading.Estate. We own or lease under long-term agreements approximately 2.12.0 million acres of timberland and real estate in Alabama, Arkansas, Florida, Georgia, Louisiana, Oregon, South Carolina, Texas and Washington. We also have a 77% ownership interest in Matariki Forestry Group, a joint venture (“New Zealand subsidiary”), that owns or leases approximately 412,000 gross acres (287,000 net plantable acres) of timberlands in New Zealand.

Across our timberland management segments, we sell standing timber (primarily at auction to third parties) and delivered logs. Sales from our timber segments include all activities related to the harvesting of timber and other value-added activities such as the licensing of properties for hunting, the leasing of properties for mineral extraction and cell towers, and revenue from land-based solutions such as carbon capture and storage, solar,storage and carbon credits.solar. We believe we are the second largest publicly-traded timberland REIT and one of the largest private timberland owners in the United States. Our Real Estate business manages all property sales and seeks to maximize the value of our properties that are more valuable for development, recreational or residential uses than for growing timber, and opportunistically sells non-strategic timberlands. Our Trading segment, primarily consisting of activity by the New Zealand subsidiary, markets and sells timber owned or acquired from third parties in New Zealand.

The demand for timber is directly related to the underlying demand for pulp, paper, packaging, lumber and other wood products. The significant majority of timber sold in our Southern Timber segment is consumed domestically. With a higher proportion of pulpwood, our Southern Timber segment relies heavily on downstream markets for pulp and paper, lumber, and to a lesser extent wood pellet markets.pellets. Our Pacific Northwest Timber segment relies primarily on domestic customerslumber butcustomers, though log exports to Asia-Pacific countries also exports a modest volume of timber, particularlycontribute to China.regional The Southern Timber and Pacific Northwest Timber segments rely on the strength of U.S. lumber markets as well as underlying housing starts. Our New Zealand Timber segment sells timber to domestic New Zealand wood products mills and also exports a significant portion of its volume to markets in China, South Korea and Taiwan. In addition to market dynamics in the Pacific Rim, the New Zealand Timber segment is subject to foreign exchange fluctuations, which can impact the operating results of the segment in U.S. dollar terms.demand.

We are also subject to the risk of price fluctuations in certainkey ofoperational ourcosts, cost components,which primarily include logging and transportation (cut and haul),. ocean freight and demurrage costs. Other major components ofAdditionally, our cost of sales areis significantly influenced by the cost basis of timber sold (depletion) and the cost basis of real estate sold. Depletion includesrepresents the amortization of capitalized site preparation, planting and fertilization, real estate taxes, timberland lease paymentspayments, and certain payroll costs. The cost basis of real estate sold includes theland cost basis in landcosts and costs directly associated with thedirect development and construction ofexpenses identifiedfor real estatespecific projects, such asincluding infrastructure, roadways, utilities, amenities and/or other improvements. While our timber and real estate sales are not directly subject to tariffs, to the extent that goods and/or services that we purchase in our operations are impacted by tariffs, this could lead to higher costs in our operations if vendors look to pass through any such increased costs resulting from tariffs. Other costs include amortization of capitalized costs related to road and bridge construction and software, depreciation of fixed assets and equipment, road maintenance, severance and excise taxes, fire preventionprevention, and real estate commissions and closing costs.

Our Real Estate segment is exposed to changes in interest and mortgage ratesrates, as higher rateswhich could negatively impact buyer demand for the properties we sell.demand. However, overall demand for rural HBU properties and our improved development projects remained strong in 2024. Our improved development projects, specifically Wildlight, our development project north of Jacksonville, Florida, and Heartwood, our development project south of Savannah, Georgia, continue to benefit from favorable migration and demographic trends, which have thusso far outweighed the impacts of higher interest rates.

The preparation of financial statements requires us to establish accounting policies and make estimates, assumptionsassumptions, and judgments that affect our assets, liabilities, revenues and expenses, andas towell discloseas the disclosure of contingent assets and liabilities in our Annual Report on Form 10-K. We base these estimates and assumptions on historical datadata, andmarket trends, current fact patterns, expectations and other sources of information we believe are reasonable.reasonable under the circumstances. Actual results may differ from these estimates.

Significant assumptions and estimates are used in the recording of timber inventory and depletion costs. Factors that can impact timber volume include weather changes, losses due to natural causes, differences in actual versus estimated growth ratesrates, and changes in the age when timber is considered merchantable. A 3% company-wide change in estimated standing merchantable inventory would have caused an estimated change of approximately $6.4$2.9 million to 20242025 depletion expense.

Merchantable standing timber inventory is estimated annually by our land information services group annually, using industry-standard computer software. The inventoryThis calculation takesaccounts into accountfor growth, in-growth (the annual transfer of oldest pre-merchantable age class into merchantable inventory), timberland sales and the annual harvest specific to each business unit. The age at which timber is considered merchantable is reviewed periodically and updated for changing harvest practices, future harvest age profiles and biological growth factors.

Acquisitions of timberland can also affect the depletion rate. Upon the acquisition of timberland, we make a determination whether to combine the newly-acquired merchantable timber with an existing depletion pool or to create a new pool. The determination is based on the geographic location of the new timber, the customers/markets that will be served and species mix. DuringThere 2024,were weno acquired 7,000 acresacquisitions of timberlandstimberland induring Florida2025. andAs Georgia.such, Thesethere acquisitionswas did not have a materialno impact on 20242025 depletion rates.

We review the carrying amount of long-lived assets whenever an event or a change in circumstances indicates that the carrying value of the asset or asset group may not be recoverable through future operations. If we evaluate recoverability, we are required to estimate future cash flows and residual value of the asset or asset group. The evaluation of future cash flows requires the use of assumptions that includeregarding future economic conditions such as construction costs and sales values that may differ from actual results. An impairment loss is recognized if the carrying amount of an asset is not recoverable and exceeds its fair value. See Note 1 — Summary of Significant Accounting Policies for additional information.

The Timber and Real Estate operations conducted within our REIT are generally not subject to U.S. income taxation. We expect any variability in our effective tax rate and the amount of cash taxes to be paid to be driven primarily by operations conducted through our New Zealand Timber and Trading segments. Rayonier’s taxableTaxable REIT subsidiarySubsidiaries (TRS). Given the existence of Net Operating Loss (NOL) carryforwards within the TRS, the most critical element of our deferred tax reporting is subjectthe toassessment U.S.of federalthe andvaluation stateallowance incomeagainst taxes.the Deferred Tax Asset (DTA) created by these NOLs. Deferred tax expense or benefit is recognized in the financial statements according to the changes in deferred tax assets and liabilities between years. Valuation allowances are established to reduce deferred tax assets when it becomesis more likely than not that such assets will not be realized. See Note 2021 — Income Taxes for additional information about our unrecognized tax benefits.benefits and Note 2 — Discontinued Operations for additional information about our New Zealand operations.

We determine the costs of environmental remediation for areas where we have been named a potentially liable partiesparty based on evaluations of current law and existing technologies. Inherent uncertainties exist in suchthese evaluations primarily due to unknown environmental conditions, changing governmental regulationsregulations, andevolving legal standards regarding liabilityliability, and emerging remediation technologies. At December 31, 2024,2025, the total amount of liabilitiesliability recorded on our Consolidated Balance Sheets related tofor environmental contamination and Natural Resource Damages was $7.9$9.3 million. This isrepresents management’s best estimate of the costs for remediation and restoration,restoration costs; however, management willwe continue to monitor the cleanup process and make adjustments toadjust the liability as needed.necessary. For more information, see Governmental Regulations and Environmental Matters in Item 1 — Business, Note 1 — Summary of Significant Accounting PoliciesPolicies, and Note 1213 — Environmental and Natural Resource Damage Liabilities.

(a)Includes deferred revenue adjustments, builder price participationparticipation, and marketingother fees related to Improved Development sales in addition to residential and commercial lease revenue.

(gb)The year ended December 31, 20242025 includes $8.0a $7.0 million ofasset netimpairment recoveries associated with legal settlements, which is partially offset by $6.0 million of pension settlement charges.charge. The yearyears ended December 31, 2024 and December 31, 2023 includesinclude $20.7income of $291.1 million ofand net$105.1 recoveriesmillion, associatedrespectively, withfrom legalLarge settlements, which is partially offset by a $2.0 million pension settlement charge.Dispositions.

(hd)The year ended December 31, 2024 includes a $1.2$1.6 million incomegain taxfrom benefita relatedterminated tocash theflow pension settlement.hedge.

(ig)Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators.

(b)Estimated percentage of export volume, whichvolume includes volumesdirect soldexports and log sales to third-party exporters in addition to direct exports through our log export program.exporters.

(cd)Direct exports through our log export program began in Q1 2022. Prior to Q4 2022, pricing reflects the transfer of logs on an FOB basis. Beginning in Q4 2022, pricingPricing is reported on a CFR basis (i.e., inclusive of export costs and freight).

(de)ConsistsPrimarily primarilyconsists of conservation easement sales for habitat protection in Q2during 2023.

On January 30, 2026, Rayonier completed its merger with PotlatchDeltic Corporation (“PCH” or “PotlatchDeltic”) in a merger-of-equals transaction. Under the terms of the merger agreement, PotlatchDeltic stockholders received 1.8185 Rayonier common shares and $0.61 in cash for each PotlatchDeltic share held, and we issued approximately 140.9 million Rayonier common shares in connection with the closing. As the accounting acquirer, our consolidated financial statements as of and for the threesix months ended MarchJune 31,30, 2026 include PotlatchDeltic results from January 31, 2026 through MarchJune 31,30, 2026. See Note 2 — Merger with PotlatchDeltic Corporation for additional information pertaining to the merger.

We are a land resources real estate investment trust (“REIT”) with a portfolio comprising over four million acres in the U.S. South and U.S. Northwest. We are focused on managing our timberlands on a sustainable basis while optimizing our overall portfolio value by delivering land to its highest and best use. We also operate six sawmills, an industrial-grade plywood mill, residential and commercial real estate developments, and a rural land sales program. We are committed to corporate responsibility, third-party forest certification, and supporting climate change mitigation through our land-based solutions business. We conduct our business through an umbrella partnership real estate investment trust (“UPREIT”) structure in which our assets are owned by our Operating Partnership and its subsidiaries. Rayonier manages the Operating Partnership as its sole general partner. Our revenues, operating income and cash flows are primarily derived from the following core business segments: Southern Timber, Northwest Timber, Wood Products, and Real Estate. Due to the sale of our entire 77% interest in the New Zealand joint venture, the results of our New Zealand operations have been reflected as discontinued operations. See Note 4 — Segment and Geographical Information for further discussion of our reportable segments and Note 3 — Discontinued Operations for additional information regarding the sale of the New Zealand joint venture. As of MarchJune 31,30, 2026, we owned or leased under long-term agreements approximately 4.1 million acres of timberlands located in the U.S. South (3.2 million acres) and U.S. Northwest (930 thousand acres).

For a full description of our environmental matters, see Item 1 - “Business” in our 2025 Form 10-K and our sustainability report located at our Responsible Stewardship webpage.10-K.

On October 14, 2025, a 10% ad valorem duty on softwood timber and lumber imports became effective under Executive Order 14223 and the resulting Section 232 proclamation. This duty, together with higher Canadian lumber duties that took effect in 2025 under the sixth administrative review of the anti-dumping and countervailing duty orders on softwood lumber from Canada, and areduced weakeroverall U.S.North dollar,American lumber capacity, has supported domestic lumber prices and incentivized domestic wood products production. In AprilJune 2026, the U.S. Department of Commerce issued preliminarypost-preliminary results of the seventh administrative review (“AR7”) indicating lower combined Canadian duties, with final determinations expected inbetween theAugust secondand half ofOctober 2026; however, AR7 duties would remain elevated relative to historical levels, and the Section 232 duty wouldwill continue to apply. A final determination materially below current cash deposit rates could adversely impact domestic lumber prices, wood products production, and log demand and pricing.

We are also subject to the risk of price fluctuations in key operational costs, which primarily include logging and hauling. Additionally, our cost of sales is significantly influenced by the cost basis of timber sold (depletion) and real estate sold. Depletion represents the amortization of capitalized site preparation, planting and fertilization, real estate taxes, timberland lease payments, and certain payroll costs. The cost basis of real estate sold includes land costs and direct development and construction expenses for specific projects, including infrastructure, roadways, utilities, amenities and other improvements. While our timber and real estate sales are not directly subject to tariffs, to the extent that goods and/or services that we purchase in our operations are impacted by tariffs, this could lead to higher costs in our operations if vendors look to pass through any such increased costs resulting from tariffs. Similarly, dieselDiesel fuel prices, which directly affect our logging and transportation costs, haveremain risen in 2026elevated as a result of geopolitical tensions in the Middle East and related disruptions to global energy markets, resulting in upward pressure on operating costs. Other costs include amortization of capitalized road and bridge construction and software, depreciation of fixed assets and equipment, road maintenance, severance and excise taxes, fire prevention, and real estate commissions and closing costs.

See Item 1 — Business — Discussion of Timber Inventory and Sustainable Yield in our 2025 Form 10-K. Note that this discussion reflects Rayonier’s legacy timberlands only and does not include the legacy timberlands of PotlatchDeltic. A combined discussion will be included in futureour filings.2026 Form 10-K.

Our timber operations are disaggregated into two geographically distinct segments: Southern Timber and Northwest Timber. The following tablestable provideprovides a breakdown of our timberland holdings as of MarchJune 31,30, 2026 and December 31, 2025.2025:

The following tables detail activity for owned and leased acres in our timberland holdings by state from December 31, 2025 to MarchJune 31,30, 2026:

(a)Represents acres assumed in connection with the merger with PotlatchDeltic on January 30, 2026. There were no other acquisitions or new leases during the threesix months ended MarchJune 31,30, 2026.

Our Wood Products segment manufactures lumber, plywood, and residual products at seven mills located in Arkansas, Idaho, Michigan, and Minnesota. The following table provides a breakdown of our Wood Products facilities and their respective capacities as of MarchJune 31,30, 2026.2026:

(b)Intersegment eliminationsEliminations represents logs sold by the Timber segments to Wood Products, and includes the elimination of intersegment profit remainingon inlog endingsales from the Timber segments to Wood Products inventory.that remain in inventory at the end of the period.

(fc)The three and six months ended MarchJune 31,30, 2026 includes a $40.3$2.3 million taxof benefittimber write-offs resulting from ourcasualty valuation allowance release.events.

(gh)Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators.

(bc)Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators.

(a)Lumber shipments on a full quarter basis,shipments, inclusive of the pre-merger period,PotlatchDeltic shipments, were 288 MMBF and 295 MMBF in Q1the first quarter of 2026 and Q4602 2025,MMBF respectively.for the six months ended June 30, 2026.

(b)Lumber price realizations on a full quarter basis,realizations, inclusive of the pre-merger period,PotlatchDeltic wasshipments, were $427 per MBF in the first quarter of 2026 and $384$467 per MBF infor Q1the 2026six andmonths Q4ended 2025,June respectively.30, 2026.

*Due to the Company’sour sale of the entities that holdheld itsour entire 77% New Zealand joint venture interest, which was completed on June 30, 2025, New Zealand operating results are classified as Discontinued Operations in our Consolidated Financial Statements for the three and six months ended MarchJune 31,30, 2025.

The following tables summarize sales, operating income (loss) and Adjusted EBITDA variances for MarchJune 31,30, 2026 versus MarchJune 31,30, 2025 (millions of dollars):

(c)Wood Products iswas a new segment beginning in Q1 2026.

(a)For Timber segments, price is presented on a a gross basis and reflects prices excluding logging, hauling, and shipping costs. For Real Estate, price is presented net of cash closing costs.

(c)Southern Timber includes $2.3 million in timber write-offs resulting from casualty events. Wood Products iswas a new segment beginning in Q1 2026. Real Estate includes deferred revenue adjustments, builder price participation, and other fees related to Improved Development sales, as well as residential and commercial lease revenue and revenue from our country club operations. Corporate and Other includes $70.4$10.4 million of costs related to the merger with PotlatchDeltic in the current period, compared to $1.1 million of restructuring charges in the prior year period. Intersegment Eliminations reflects the elimination of profit on log sales from the Timber segments to Wood Products that remain in inventory at the end of the period.

(b)For Timber segments, price is presented on a a gross basis and reflects prices excluding logging, hauling, and shipping costs. For Real Estate, price is presented net of cash closing costs.

(d)Wood Products iswas a new segment beginning in Q1 2026. Real Estate includes deferred revenue adjustments, builder price participation, and other fees related to Improved Development sales, as well as residential and commercial lease revenue and revenue from our country club operations. Intersegment Eliminations reflects the elimination of profit on log sales from the Timber segments to Wood Products that remain in inventory at the end of the period.

FirstSecond quarter sales of $88.7$107.6 million increased $37.7$54.3 million, or 74%,102%, versus the prior year period. Harvest volumes increased 76%110% to 2.783.35 million tons versus 1.581.60 million tons in the prior year period, primarily driven by 1.01.5 million tons of incremental volume from the PotlatchDeltic timberlands. Average delivered pine sawtimber prices decreased to $44.59$44.46 per ton versus $47.69$47.87 per ton in the prior year period, primarilylargely reflectingdue to changes in geographic mix associated withfrom the expanded Southern Timber footprint, ascoupled well aswith modestly weakersofter market conditions. Average delivered pine pulpwood prices decreased to $30.20 per ton versus $37.83$37.35 per ton in the prior year period, reflecting geographic mix impacts fromassociated with the expanded footprint, asalong wellwith asgenerally softerweaker pulpwood markets.market Meanwhile,conditions. weighted-averageWeighted-average prices on stumpage sales (including hardwood) decreased to $16.65$15.37 per ton versus $18.11$19.08 per ton in the prior year period, largely attributable to the geographic mix shift due to the merger.period. Operating income of $12.4$8.1 million increaseddecreased $2.2$4.5 million versus the prior year period due to higher depletion expense ($9.4 million), lower prices ($5.8 million), higher costs ($3.0 million) and a timber write-off resulting from a casualty event ($2.3 million), partially offset by higher volumes ($6.7$8.8 million) and higher non-timber income ($4.8 million), partially offset by higher depletion expense ($3.4 million), lower prices ($3.3 million) and higher costs ($2.5$7.2 million). FirstSecond quarter Adjusted EBITDA of $45.5$52.6 million was 68%,85%, or $18.4$24.2 million, above the prior year period.

FirstSecond quarter sales of $32.1$66.0 million increased $10.3$42.2 million, or 47%,177%, versus the prior year period. Harvest volumes increased 38%133% to 361,000578,000 tons versus 261,000248,000 tons in the prior year period, primarily driven by 116,000364,000 tons of incremental volume from the legacy PotlatchDeltic timberlands. Idaho harvest activity was limited during the first quarter due to extended spring break-up conditions following a relatively mild winter. Average delivered prices for sawtimber increased to $94.37$119.66 per ton versus $90.58$96.17 per ton in the prior year period, primarily reflecting geographic mix due to the addition of Idaho sawtimber (most of which is indexed to lumber prices), which more than offset modestly lower prices in the Pacific Northwest. Average delivered pulpwood prices increased to $36.82$38.78 per ton versus $30.05$31.52 per ton in the prior year period, primarily due to improvedgeographic pulpwoodmix demand and less competitionimpacts from sawmillthe residuals. Operating lossaddition of ($0.4)the millionlegacy versusPotlatchDeltic operatingtimberlands. Operating income of $0.3$12.6 million inincreased $11.1 million versus the prior year period wasdue drivento higher prices ($10.7 million), higher volumes ($8.5 million) and higher non-timber income ($0.7 million), partially offset by higher costs ($2.4$7.3 million) and higher depletion expense ($1.3 million), partially offset by higher volumes ($1.5 million), higher prices ($1.2 million) and higher non-timber income ($0.3 million). FirstSecond quarter Adjusted EBITDA of $8.6$26.3 million was 45%,285%, or $2.7$19.5 million, above the prior year period.

FirstSecond quarter sales totaled $108.5$196.2 million, consisting of $87.2$158.6 million of lumber sales and $21.3$37.5 million of plywood, residual, and other sales. ImprovedLumber supply-demandpricing conditionsincreased due to capacity curtailments announced last year, coupled with seasonal restocking ahead of the spring building season, drove higher lumber pricessteadily throughout the firstsecond quarter,quarter particularlyas forimport southernduties, yellowmill pine.curtailments, and trucking shortages constricted supply. Lumber shipments totaled 199314 MMBF, with average lumber price realizations of $437$505 per thousand board feet. While shipment volumes were impacted by adverse weather in both our Northern and Southern mills, overall manufacturing costs per unit remained stable. Industrial plywood demand and costs were also relatively stable during the quarter. FirstSecond quarter operating lossincome and Adjusted EBITDA were $1.0$15.1 million and $6.8$25.0 million, respectively.

FirstSecond quarter sales of $59.8$53.7 million increased $49.6$24.2 million versus the prior year period, while operating income of $27.4$28.3 million increased $28.3$18.5 million versus the prior year period. Sales and operating income increased primarily due to higher acres sold (7,6957,500 acres sold versus 1,0313,263 acres sold in the prior year period), partially offset by lower weighted-average prices ($7,280$6,290 per acre versus $8,308$8,340 per acre in the prior year period).

FirstSecond quarter Adjusted EBITDA of $46.2$38.3 million increased $44.2$19.7 million versus the prior year period.

FirstSecond quarter corporate and other operating expenses of $82.8$28.7 million increased $73.4$19.4 million versus the prior year period, primarily duereflecting tothe $70.4larger scale of the combined company and $10.4 million of costs related to the merger with PotlatchDeltic. The prior year period included $1.1 million of restructuring charges.

FirstSecond quarter and year-to-date interest expense of $14.3$16.9 million and $31.3 million increased $7.9$10.4 million and $18.3 million, respectively, versus the prior year period, primarily due to incremental debt assumed in the merger with PotlatchDeltic.

FirstSecond quarter and year-to-date interest income of $7.2$4.9 million and $12.0 million increased $4.3$2.5 million and $6.8 million, respectively, versus the prior year period, primarily due to a higher cash balance following the sale of the Company’s New Zealand joint venture interest in the second quarter of 2025.

OTHER MISCELLANEOUS INCOME (EXPENSE), INCOME, NET