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RAYONIER ADVANCED MATERIALS INC.

RAYONIER ADVANCED MATERIALS INC.RYAMEarnings & Financial Report

NYSE · Materials · Pulp Mills

Rayonier Advanced Materials recently rebranded as RYAM. RYAM is an American company recognized globally for its cellulose-based technologies. Specializing in high-purity cellulose specialties, RYAM produces natural polymers extensively used in manufacturing filters, food, pharmaceuticals, and various industrial applications. Additionally, the company produces products for the paper and packaging industries. The company is publicly traded on the New York Stock Exchange under the ticker symbol ...

What changed in RAYONIER ADVANCED MATERIALS INC.'s 10-K — 2024 vs 2025

Top changes in RAYONIER ADVANCED MATERIALS INC.'s 2025 10-K

388 paragraphs added · 382 removed · 256 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

69 edited+37 added−38 removed16 unchanged
However, in recent years, commodity viscose from wood has supplanted cotton as the preferred raw material input for viscose staple fiber production. Although cellulose specialties can generally be sold to meet commodity viscose demand, the reverse is not typically true. Our major competitors for commodity viscose include Bracell, Sappi, Lenzing, Aditya Birla Group and Sun Paper.
However, in recent years, commodity viscose from wood has supplanted cotton as the preferred raw material input for viscose staple fiber production. Cellulose specialties can generally be sold to meet commodity viscose demand, however, the reverse is not typically true. Our major competitors for commodity viscose include Bracell, Sappi, Lenzing, Aditya Birla Group and Sun Paper.
Wood We procure wood chips for our high purity cellulose and high-yield pulp plants through the purchase of chips from lumber producers or the production of chips from roundwood at our own wood chipping facilities. The price for wood is impacted by various factors, including supply and demand, weather events, transportation costs for delivery and overall economic conditions.
Wood We procure wood chips for our cellulose and high-yield pulp plants through the purchase of chips from lumber producers or the production of chips from roundwood at our own wood chipping facilities. The price for wood is impacted by various factors, including supply and demand, weather events, transportation costs for delivery and overall economic conditions.
All reports we file with or furnish to the SEC are also available free of charge on the SEC’s website http://www.sec.gov . Our corporate governance guidelines, including the Standard of Ethics and Code of Corporate Conduct, and charters of all standing committees of our Board of Directors are also available on our website.
All reports we file with or furnish to the SEC are also available free of charge on the SEC’s website www.sec.gov . Our corporate governance guidelines, including the Standard of Ethics and Code of Corporate Conduct, and charters of all standing committees of our Board of Directors are also available on our website.
Customer relationships are typically long-term and are based on an understanding of the customer’s production processes and on our technical expertise, which we utilize to help solve our customers’ production challenges and support new product development. Establishing a production line and obtaining the necessary production technologies requires substantial capital and ongoing maintenance expenditures.
Customer relationships are typically long-term and are based on an understanding of the customer’s production processes and on our technical expertise, which we utilize to help solve our customers’ production challenges and support new product development. Establishing a production line and obtaining the necessary production technologies require substantial capital and ongoing maintenance expenditures.
Additionally, we possess significant knowledge of wood fiber properties and their modification under a sequence of chemical processes, which we have accumulated and developed over nearly 100 years of practical application to satisfy various customer needs.
Additionally, we possess significant technical expertise and knowledge of wood fiber properties and their modification under a sequence of chemical processes, which we have accumulated and developed over nearly 100 years of practical application to satisfy various customer needs.
Our website and the information posted thereon are not incorporated into this 2024 Form 10-K or any current or other periodic report that we file with or furnish to the SEC.
Our website and the information posted thereon are not incorporated into this 2025 Form 10-K or any current or other periodic report that we file with or furnish to the SEC.
Pricing is typically based on published indices and marketed through our internal sales team and is impacted by the balance between supply and demand, as affected by global economic conditions, changes in consumption and capacity, the level of customer and producer inventories and fluctuations in currency exchange rates.
Product is marketed through our internal sales team, with pricing typically based on published indices, which is impacted by the balance between supply and demand, as affected by global economic conditions, changes in consumption and capacity, the level of customer and producer inventories and fluctuations in currency exchange rates.
Commodity viscose is a raw material required for the manufacture of viscose staple fibers which are used in woven applications, such as rayon textiles for clothing and other fabrics, and in non-woven applications, such as baby wipes, cosmetic and personal wipes, industrial wipes and mattress ticking.
Commodity viscose is a raw material required for the manufacture of viscose staple fibers, which are used in woven applications, including rayon textiles for clothing and other fabrics in the clothing and textile industries, and in non-woven applications, such as baby wipes, cosmetic and personal wipes, industrial wipes and mattress ticking.
Pricing for high-yield pulp is typically referenced to published indices marketed through our internal sales team and is impacted by the balance between supply and demand, as affected by global economic conditions, changes in consumption and capacity, the level of customer and producer inventories and fluctuations in currency exchange rates.
Product is marketed through our internal sales team, with pricing typically referenced to published indices, which is impacted by the balance between supply and demand, as affected by global economic conditions, changes in consumption and capacity, the level of customer and producer inventories and fluctuations in currency exchange rates.
Of our total annual capacity, we dedicate 270,000 MTs of annual production to commodity products, primarily fluff. 4 Table of Contents Key input costs — wood, 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.
Of our total annual capacity, we dedicate 270,000 MTs of annual production to commodities products, primarily fluff. Key input costs — wood, chemicals and energy — represent approximately 40 percent of our per MT cost of sales. Transportation, depreciation, labor, maintenance and other manufacturing fixed costs represent our remaining cost of sales.
Our R&D efforts are directed at further developing products and technologies, improving the quality of cellulose fiber grades, improving manufacturing efficiency and environmental controls and reducing fossil fuel consumption. We also focus our R&D activities on the development and marketing of new products and applications.
Our R&D efforts are directed at further developing products and technologies, improving the quality of cellulose fiber grades, improving manufacturing efficiency and environmental controls and reducing fossil fuel consumption. We also focus our R&D activities on the development and marketing of new products and applications, for example, our prebiotics product currently in testing.
During the years ended December 31, 2024, 2023 and 2022, our R&D spend totaled $5 million, $6 million and $7 million, respectively.
During the years ended December 31, 2025, 2024 and 2023, our R&D expense totaled $7 million, $5 million and $6 million, respectively.
Beginning in January 2025, we reorganized our High Purity Cellulose operating segment as a result of changes in our internal operating model, significant developments in our Biomaterials strategy (see Note 2—Significant Accounting Policies and Recent Accounting Developments— Redeemable Noncontrolling Interest and Note 10—Debt and Finance Leases to our Financial Statements for information regarding our newly-formed subsidiary, BioNova, and important financing milestones reached) and a successful enterprise reporting system launch that significantly enhances our financial reporting capabilities.
Operating Segments In the first quarter of 2025, we reorganized our High Purity Cellulose operating segment as a result of changes in our internal operating model, significant developments in our Biomaterials strategy (see Note 10—Debt and Finance Leases and Note 14—Redeemable Noncontrolling Interest to our Financial Statements for information regarding our newly-formed subsidiary, BioNova, and important financing milestones reached) and the successful launch of an enterprise reporting system that significantly enhances our financial reporting and costing capabilities.
Additionally, our performance against these metrics is a factor in our executive compensation, underlining our belief that ownership of improvements in safety performance starts at the top of our organization. Employee Engagement Attracting, retaining and developing employees is vital to our success.
Additionally, our performance against these metrics is a factor in our executive compensation, underlining our belief that ownership of improvements in safety performance starts at the top of our organization. 9 Table of Contents Employee Engagement Attracting, developing and retaining talented employees is essential to our long-term success.
One customer in the High Purity Cellulose operating segment represented 10 percent of total sales for the year ended December 31, 2023. Research and Development Our R&D capabilities and activities are primarily focused on our High Purity Cellulose operating segment.
One customer in the Cellulose Specialties operating segment represented 10 percent of total sales for the year ended December 31, 2023. 8 Table of Contents Research and Development Our R&D capabilities and activities are primarily focused on our Cellulose Specialties and Biomaterials operating segments.
Human Capital We have production facilities in the U.S., Canada and France and sales offices in the U.S., Canada, France, United Kingdom, Japan and China. Of our approximately 2,350 employees, 69 percent belong to labor unions, as all of our manufacturing sites are represented by various local and national unions.
Human Capital We have production facilities in the U.S., Canada and France and sales offices in the U.S., Canada, France, United Kingdom, Japan and China. Of our approximately 2,325 employees, 68 percent belong to labor unions, as all our manufacturing sites are represented by various local and national unions. We believe our relationships with the union employee representatives are positive.
Availability of Reports and Other Information Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments to those reports filed or furnished pursuant to Sections 13(a) or 14 of the Exchange Act are made available to the public free of charge in the Investor Relations section of our website www.ryam.com as soon as reasonably practicable after we electronically file such material with, or furnish them to, the SEC.
We publish and communicate these expectations and values for all employees several times each year, including through various trainings. 10 Table of Contents Availability of Reports and Other Information Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments to those reports filed or furnished pursuant to Sections 13(a) or 14 of the Exchange Act are made available to the public free of charge in the Investor Relations section of our website www.ryam.com as soon as reasonably practicable after we electronically file such material with, or furnish them to, the SEC.
Absorbent materials, typically referred to as fluff, are used as an absorbent medium in products such as disposable baby diapers, feminine hygiene products, incontinence pads, convalescent bed pads, industrial towels and wipes and non-woven fabrics.
Absorbent materials, typically referred to as fluff, are used as an absorbent medium in consumer products such as disposable baby diapers, feminine hygiene products, incontinence pads, convalescent bed pads, industrial towels and wipes and non-woven fabrics. These fibers provide a medium for fluid acquisition, distribution and retention in the products in which they are incorporated.
Our three operating production facilities have a combined annual production capacity of 895,000 MTs of cellulose specialties and commodity products, excluding the 150,000 MTs capacity of the Temiscaming plant whose operations were indefinitely suspended in July 2024.
Our three operating cellulose production facilities have a combined annual production capacity of 885,000 MTs of cellulose specialties and commodities products, excluding the 140,000 MTs capacity of the Temiscaming cellulose plant whose operations were indefinitely suspended in July 2024. We can shift our cellulose manufacturing assets from cellulose specialties production to cellulose commodity fluff and viscose production.
Cellulose specialties are a dissolving wood pulp product which target a combination of high purity and high viscosity. Unlike other wood pulps used for their physical properties, cellulose specialties are sought after for the unique chemical properties and reactivity they impart to downstream products. Our cellulose specialties, derived from wood, require high levels of purity, consistency and process knowledge.
Our cellulose specialties are DWP products, which are used as a principal raw material to manufacture a broad range of consumer-oriented products. Unlike other wood pulps used for their physical properties, cellulose specialties are sought after for the unique chemical properties and reactivity they impart to downstream products. Cellulose specialties require high levels of purity, consistency and process knowledge.
To meet this demand, our products are custom-engineered and manufactured to each customer’s unique specifications and undergo a stringent qualification process, resulting in quality and consistency that allow our customers to operate more efficiently and cost-effectively.
To meet this demand, our products are custom-engineered and manufactured to each customer’s unique specifications and undergo a stringent qualification process, resulting in quality and consistency that allow our customers to operate more efficiently and cost-effectively. Our acetate-grade cellulose plays a vital role in the manufacturing of liquid crystal displays, impact-resistant plastics and cigarette filters.
Similarly, each biomaterial product has its own competitive considerations, with potential barriers to entry including capital investment, technical expertise and the lack of sustainable feedstock needed to produce the given product. Our major biomaterials competitors in the lignosulfonates market include Borregaard and Domsjö Aditya Birla and in the bioethanol market include Borregaard and AustroCel Hallein.
Similarly, each biomaterial product has its own competitive considerations, with potential barriers to entry including capital investment, technical expertise and the lack of sustainable feedstock needed to produce the given product.
Management closely monitors our environmental responsibilities and believes we are in material compliance with current requirements. 8 Table of Contents See Item 1A—Risk Factors for a discussion of the potential impact of environmental risks on our business, as well as Note 11—Environmental Liabilities and Note 22—Commitments and Contingencies to our Financial Statements for further discussion of our estimated environmental liabilities and any environmental-related litigation.
See Item 1A—Risk Factors for a discussion of the potential impact of environmental risks on our business, as well as Note 11—Environmental Liabilities and Note 23—Commitments and Contingencies to our Financial Statements for further discussion of our estimated environmental liabilities and any environmental-related litigation.
Our processes, which are a key element of our intellectual property, are capable of generating cellulose specialties purity levels in excess of 98 percent, as well as the highest levels of viscosity derived from wood pulp.
Product performance is primarily determined by the chemical attributes of the pulp, including purity, viscosity and uniformity of the cellulose specialties. Our processes, which are a key element of our intellectual property, are capable of generating cellulose specialties purity levels of more than 98 percent, as well as the highest levels of viscosity derived from wood pulp.
Key input costs — wood, chemicals and energy — represent approximately 40 percent of our per MT cost of sales. Transportation, depreciation, labor, maintenance and other manufacturing fixed costs represent our remaining cost of sales. Products We produce our high-yield pulp primarily from hardwood aspen, maple and birch species.
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.
Paperboard We manufacture paperboard in the Temiscaming plant in Quebec, Canada. Our production facility has an annual production capacity of 180,000 MTs of paperboard. Key input costs — wood, chemicals and energy — represent approximately 75 percent of our per MT cost of sales. Transportation, depreciation, labor, maintenance and other manufacturing fixed costs represent our remaining cost of sales.
Our Temiscaming plant has an annual production capacity of 290,000 MTs of high-yield pulp, approximately 60,000 MTs of which are used internally to produce paperboard. 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.
Our future spending requirements in the area of environmental compliance could change significantly based on the passage of new environmental laws and regulations.
Our future spending requirements for environmental compliance could change significantly based on the passage of new environmental laws and regulations. Management closely monitors our environmental responsibilities and believes we are in material compliance with current requirements.
This unique fiber supply produces a highly sought-after bulky high-yield pulp product. With nearly double the yield of traditional market pulps, our high-yield pulp requires fewer trees to make the same amount of paper and its superior bulk allows paper and paperboard manufacturers to use less fiber for the same surface area.
With nearly double the yield of traditional market pulps, our high-yield pulp requires fewer trees to make the same amount of paper and its superior bulk allows paper and paperboard manufacturers to use less fiber for the same surface area, thereby reducing their resource consumption and enabling environmentally friendly practices in paper production.
We strive to ensure that all of our employees have the mentorship, training and support they need to develop lasting and rewarding careers, as we believe that engaged employees are happier, safer and more productive.
We also strive to ensure that our employees have the training, resources and support needed to build rewarding and sustainable careers at RYAM, as we believe that engaged employees are happier, safer and more productive.
Additionally, our High Purity Cellulose and High-Yield Pulp operating segments’ manufacturing processes require significant amounts of chemicals. These raw materials and input costs are subject to significant changes in price as a result of weather conditions, supply and demand. To control cost, we continually pursue reductions in usage and cost of key supplies, services and raw materials.
These raw materials and input costs are subject to significant changes in price due to weather conditions, supply and demand. To control cost, we continually pursue reductions in usage and cost of key supplies, services and raw materials.
In addition, energy prices impact our transportation costs for delivery of raw materials to our manufacturing facilities and delivery of our finished products to customers. Intellectual Property Substantially all of our intellectual property relates to our High Purity Cellulose operating segment.
Our energy costs are also impacted by emission allowances purchased or sold at market prices during any given period. In addition, energy prices impact our transportation costs for delivery of raw materials to our manufacturing facilities and delivery of our finished products to customers. Intellectual Property Substantially all our intellectual property relates to our Cellulose Specialties operating segment.
Typically, product pricing is set annually in the fourth quarter for the following year based on discussions with customers and the terms of contractual arrangements. We compete with both domestic and foreign producers in cellulose specialties. Our major competitors include Bracell and Borregaard.
Cellulose specialties generally command a price premium and earn higher margins compared to other commodity wood pulp products. Typically, product pricing is set annually in the fourth quarter for the following year based on discussions with customers and the terms of contractual arrangements. We compete with both domestic and foreign producers in cellulose specialties.
We believe our end-use market diversity reduces our exposure to a potential global recession. In addition to cellulose specialties, a significant portion of our production capacity is dedicated to manufacturing high-purity commodity products for absorbent materials and viscose applications.
Products In addition to cellulose specialties, a significant portion of our cellulose production capacity is dedicated to manufacturing high-purity commodity products for absorbent materials and viscose applications. Cellulose commodity products typically contain less than 95 percent cellulose.
In July 2024, we indefinitely suspended operations at our Temiscaming High Purity Cellulose plant. This plan is expected to mitigate high capital needs and operating losses related to exposure to commodity viscose products and improve our consolidated free cash flow.
In July 2024, we indefinitely suspended operations at our Temiscaming cellulose plant to mitigate high capital needs and operating losses related to exposure to commodity viscose products and improve our cash flow from operations. In the first quarter of 2026, we determined that we would permanently cease DWP production at the Temiscaming cellulose plant.
In November 2017, we acquired Tembec Inc., a manufacturer of cellulose specialties, lumber, paperboard, newsprint and high-yield pulp. 3 Table of Contents In August 2021, we sold the lumber and newsprint assets acquired in the Tembec acquisition.
On that date, we separated from Rayonier Inc. and started our business as an independent, publicly traded company. In November 2017, we acquired Tembec Inc., a manufacturer of cellulose specialties, lumber, paperboard, newsprint and high-yield pulp. In August 2021, we sold the lumber and newsprint assets acquired in the Tembec acquisition.
Chemicals Chemicals, which include caustic soda (sodium hydroxide), sulfuric acid, ammonia, sodium chlorate and various specialty chemicals, are purchased under negotiated supply agreements with third parties.
Chemicals Chemicals, which include caustic soda (sodium hydroxide), sulfuric acid, ammonia, sodium chlorate and various specialty chemicals, are purchased under negotiated supply agreements with third parties. The price for these chemicals is impacted by various factors, including supply and demand, environmental regulation, energy prices and overall economic conditions.
Additionally, variability in cotton linter supply and growing environmental concerns about cotton production have resulted in viscose staple producers shifting volume away from cotton linter pulp to wood-based dissolving pulp, absent other pricing factors. Biomaterials We are uniquely positioned to meet the rapidly growing demand for renewable materials and sustainable products.
Additionally, variability in cotton linter supply and growing environmental concerns about cotton production have resulted in viscose staple producers shifting volume away from cotton linter pulp to wood-based dissolving pulp, absent other pricing factors. We compete with both domestic and foreign producers of commodity products. Many competitors derive commodity viscose from either wood or cotton.
The product must be formulated to achieve the desired characteristics, including parameters for purity, viscosity, brightness, reactivity and other physical properties. Product qualification time can be lengthy, extending from six to 24 months.
Competition Significant intellectual property, capital investment and technical expertise are needed to design and manufacture customized cellulose specialties fibers to exacting customer specifications. The product must be formulated to achieve the desired characteristics, including parameters for purity, viscosity, brightness, reactivity and other physical properties. Product qualification time can be lengthy, extending from six to 24 months, depending on the application.
Through open communication, mentorship and continuous learning, we reinforce a culture where all individuals can thrive and reach their full potential. 9 Table of Contents Commitment to Human Rights To reinforce and strengthen our commitment to socially responsible business practices, we have a Corporate Human Rights Policy that specifically addresses the following fundamental human rights principles: • Safe and healthy workplaces • Environmentally responsible operations • No forced or child labor • Anti-corruption and bribery compliance • Freedom of association and the right to collective bargaining if legally elected • Fair compensation and working hours • Harassment and discrimination-free workplace • Community and stakeholder engagement Our Corporate Human Rights Policy is overseen by the Sustainability Committee of the Board of Directors.
Commitment to Human Rights To reinforce and strengthen our commitment to socially responsible business practices, we have a Corporate Human Rights Policy that specifically addresses the following fundamental human rights principles: • Safe and healthy workplaces • Environmentally responsible operations • No forced or child labor • Anti-corruption and bribery compliance • Freedom of association and the right to collective bargaining if legally elected • Fair compensation and working hours • Harassment and discrimination-free workplace • Community and stakeholder engagement We align our policies with various international human rights declarations and principles, such as the Universal Declaration of Human Rights, the United Nations’ Guiding Principles on Business and Human Rights and the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work.
Typical applications of our high-yield pulp include paperboard, packaging, coated and uncoated printing and writing paper, specialty papers and various other paper products. Competition The principal method of competition in the High-Yield Pulp operating segment is price. However, better quality (i.e., higher bulk) can sometimes command a premium price.
Competition The principal method of competition in the High-Yield Pulp operating segment is price. However, better quality (i.e., higher bulk or cleanliness) can sometimes command a premium price.
Our major high-yield pulp competitors include Sappi, Millar Western, West Fraser, Domtar, SCA, Pan Pac Forest Products Ltd and Estonia Cell. Raw Materials and Input Costs All of our manufacturing operations require significant amounts of wood fiber, in the form of logs or wood chips, as a raw material and energy to produce our products.
Raw Materials and Input Costs All our manufacturing operations require significant amounts of wood fiber, in the form of logs or wood chips, as a raw material and energy to produce our products. Additionally, our Cellulose Specialties, Cellulose Commodities and High-Yield Pulp operating segments’ manufacturing processes require significant amounts of chemicals.
We own patents, trademarks and trade secrets, and have developed significant expertise, particularly in the production of high purity cellulose, which we deem vital to our operations, and also in the production of paperboard.
We own patents, trademarks and trade secrets, and have developed significant expertise, particularly in the production of cellulose specialties, which we deem vital to our operations, and in the production of paperboard. We intend to protect our intellectual property, including, when appropriate, through the filing of patent applications for inventions that we deem important to our business and operations.
Seasonality Our operating results may be materially affected by seasonal changes and the related impact on energy prices. Customers No single customer accounted for 10 percent or more of total sales during the years ended December 31, 2024 and 2022.
Customers No single customer accounted for 10 percent or more of total sales during the years ended December 31, 2025 and 2024.
We partner with colleges and universities to develop a robust pipeline of prospective employees and provide scholarships and internships to students whose academic pursuits align with career opportunities in chemical, electrical, mechanical and process control engineering.
We work closely with colleges and universities to build a strong pipeline of prospective employees and offer scholarships and internships to students pursuing chemical, electrical, mechanical and process control engineering disciplines.
We intend to protect our intellectual property, including, when appropriate, through the filing of patent applications for inventions that we deem important to our business and operations. Our U.S. patents generally have a duration of 20 years from the date of filing. We also require key employees to enter into non-compete agreements and intellectual property assignment agreements as appropriate.
Our U.S. patents generally have a duration of 20 years from the date of filing. We also require key employees to enter into non-compete agreements and intellectual property assignment agreements as appropriate. Seasonality Our operating results may be materially affected by seasonal changes and the related impact on energy prices.
We manufacture products tailored to our customers’ precise and demanding chemical and physical specifications, achieving industry-leading purity and product functionality. Our ability to consistently manufacture high-quality cellulose specialties products results from our proprietary production processes, intellectual property and nearly 100 years of technical expertise and knowledge of cellulosic chemistry.
We manufacture cellulose specialties products tailored to our customers’ precise and demanding chemical and physical specifications, achieving industry-leading purity and product functionality.
Products Products in the Paperboard business include packaging, printing documents, brochures, promotional materials, paperback book and catalog covers, file folders, tags and lottery tickets.
Products Products manufactured using our Kallima ® paperboard include packaging, printing documents, brochures, promotional materials, paperback book and catalog covers, file folders, tags and lottery tickets. We are the sole multi-ply paperboard producer in North America, with our competition producing single-ply solid bleached sulfite paperboard.
Our Safety Values Exchange process, one of our most important safety programs, requires that leaders talk to their employees about safety to encourage and reinforce desired safe behaviors. We drive towards our vision of injury-free operations by focusing on five leading safety metrics: housekeeping, leadership engagement, corrective action closure, gas emissions and life safety programs.
We drive towards our vision of injury-free operations by focusing on six leading safety metrics: housekeeping, leadership engagement, corrective action closure, gas emissions, life safety program and contractor interaction.
Product performance is determined based on the physical attributes of the products in a customer’s manufacturing processes. To a lesser extent, quality and service are also competitive determinants. Our major paperboard competitors include Smurfit Westrock, Graphic Packaging, Clearwater Paper, Sappi, Metsa Group, Stora Enso, CMPC and Billerud.
Product performance is determined based on the physical attributes of the product — how well it prints, folds and die-cuts — in a customer’s manufacturing processes. To a lesser extent, quality and service are also competitive determinants.
While no injury is acceptable, our company-wide injury rate decreased 30 percent in 2024 and 49 percent since 2020. All work-related incidents are investigated and recorded in our incident management system. We conduct internal corporate safety audits throughout the year and external audit reviews every three years to verify compliance and the use of best practices.
Safety The safety of our employees is our highest priority. We are committed to our vision of every employee returning home every day injury-free and we continue to make progress each year. While no injury is acceptable, our company-wide injury rate has decreased 38 percent since 2020. All work-related incidents are investigated and recorded in our incident management system.
Our multiple manufacturing lines, processes and intellectual property allow us to compete in more segments of the cellulose specialties market than any of our competitors. Commodity Products The principal method of competition in commodity products is price, as purity and uniformity are less critical differentiators.
Our major competitors include Bracell and Borregaard. Our multiple manufacturing lines, processes and intellectual property allow us to compete in more segments of the cellulose specialties market than any of our competitors. Biomaterials We are uniquely positioned to meet the rapidly growing demand for renewable materials and sustainable products.
Fully unlocking the capabilities of our plants and the sustainably harvested trees that we use as our primary feedstock is a core mission. Generally, a tree’s mass is comprised of 50 percent water and 50 percent “dry solids.” Dry solids are comprised of roughly 40 percent cellulose and 60 percent other chemical compounds, including hemicellulose, lignin, sugars and other extractives.
A tree’s mass is composed of approximately 50 percent water and 50 percent “dry solids.” Dry solids are composed of roughly 40 percent cellulose and 60 percent other chemical compounds, including hemicellulose, lignin, sugars and other extractives. We use these chemical compounds to produce sustainable biomaterials, including lignosulfonates, biofuels, prebiotics, tall oil soap, HCE and turpentine.
This process yields materials such as cellulose, hemicellulose, lignin and other extractives. Pulp cellulose has been classified by the U.S. Environmental Protection Agency as a Green Circle chemical with a low safety concern based on experimental and modeled data, and it is considered non-hazardous according to the Occupational Safety and Health Administration Hazard Communication Standard.
Our high-purity cellulose is produced using aqueous pulping and bleaching processes that separate cellulose from hemicellulose, lignin and other extractives. The U.S. Environmental Protection Agency classifies pulp cellulose as a Green Circle chemical, indicating low concern for human health, and the material is considered non-hazardous under the Occupational Safety and Health Administration Hazard Communication Standard.
Key growth drivers for lignosulfonates include increasing usage of lignosulfonates in all the market segments where fossil petrochemicals can be replaced by sustainable bioproducts. Pricing for biomaterials that we currently produce is based on the market dynamics of supply and demand.
For example, the primary global market driver for bioethanol fuel is the regulatory agenda towards production of bioethanol fuel with an active participation of GHG emission reduction and the positive impact on climate change. Key growth drivers for lignosulfonates include increasing usage of lignosulfonates in all the market segments where fossil petrochemicals can be replaced by sustainable bioproducts.
This process knowledge, combined with our manufacturing scale and flexibility and knowledge of customer applications and specifications, makes us the industry’s most adaptable modifier of cellulose fibers. Commodity Products We can shift our High Purity Cellulose operating segment manufacturing assets from cellulose specialties production to commodity fluff and viscose production.
This process knowledge, combined with our manufacturing scale and flexibility and knowledge of customer applications and specifications, makes us the industry’s most adaptable modifier of cellulose fibers. 3 Table of Contents Product performance and customization, technical service and price are principal methods of competition in cellulose specialties.
For the years presented in this 2024 Form 10-K, we operated the following operating segments: • High Purity Cellulose • Paperboard • High-Yield Pulp See Note 21—Segment and Geographical Information to our Financial Statements for further information on this operating segment structure in place as of December 31, 2024.
As a result of this reorganization, we now operate in the following segments: • Cellulose Specialties • Biomaterials • Cellulose Commodities • Paperboard • High-Yield Pulp Prior period segment results have been recast to align with this new segment reporting structure. See Note 22—Segment and Geographical Information to our Financial Statements for further information.
We proactively ensure compliance with stringent international safety regulations, including the U.S. Food and Drug Administration approval for food contact materials, European Registration, Evaluation, Authorisation and Restriction of Chemicals standards and the European Union's genetically modified organisms directive. We maintain stringent safety measures to manage chemical usage responsibly throughout our manufacturing processes.
Our products comply with applicable U.S. Food and Drug Administration regulations for food contact materials, as well as European requirements under Registration, Evaluation, Authorisation and Restriction of Chemicals and directives related to genetically modified organisms. We maintain an ISO 9001-certified quality management system, including a formal chemical approval and review process.
Lignosulfonates are used to produce various products, including construction materials, dispersants, plant nutrients, leather tanning and fungicides, and tall oil soap, which is used as feedstock for producing crude tall oil. We also produce bio-generated electricity utilizing renewable biomass. Our France bioethanol facility produces 2G bioethanol, a non-food-based ethanol utilized as an environmentally friendly fuel blend supporting transport decarbonization.
Lignosulfonates are used to produce various products, including construction materials, dispersants, plant nutrients, leather tanning and fungicides. Tall oil soap is used as feedstock for producing crude tall oil, which we intend to begin producing in the future. Crude tall oil is used in biofuels, coatings and resins, adhesives, lubricants and construction materials.
Our Temiscaming paperboard and high-yield pulp plants that support our Paperboard and High-Yield Pulp operating segments will continue to operate at full capacity while we continue to explore a potential sale of the Paperboard and High-Yield Pulp assets. We remain committed to pursuing a sale of these assets at a fair price.
Certain infrastructure assets of the site’s cellulose plant continue to run in support of the ongoing energy and other needs of our Temiscaming paperboard and high-yield pulp plants that support our Paperboard and High-Yield Pulp operating segments, which continue to operate at full capacity, subject to market conditions.
In addition, our manufacturing facilities utilize significant amounts of fuel oil, natural gas and purchased electricity to supplement their energy requirements. Our energy costs are also impacted by emission allowances purchased or sold at market prices during any given period.
Energy Our energy is primarily produced through the burning of lignin and other residual biomass in recovery and power boilers located at our plants. In addition, our manufacturing facilities utilize significant amounts of fuel oil, natural gas and purchased electricity to supplement their energy requirements.
Item 1. Business We are a global leader in the production of cellulose specialties, a natural polymer used in the manufacturing of various specialty chemical products, including liquid crystal displays, filters, textiles and performance additives for pharmaceutical, food and other industrial applications.
Item 1. Business RYAM is a global leader of cellulose and derivatives commonly used in the production of filters, food, pharmaceuticals, high performance plastics, propellants and various industrial applications.
The ECD program covers engineering, supply chain, accounting, information technology and human resources. • Our Achievement in Motion mentoring program pairs new employees with peer mentors during their first three months to provide guidance throughout the orientation and onboarding process and help them integrate into the organization. • Our Educational Assistance Program provides partial reimbursement for the successful completion of job-related degree programs and courses taken on personal time. • Comprehensive technical training programs across all of our plants and roundtable workshops throughout the year for employees to share technical knowledge and insights.
Some of our key programs that support employee development and engagement include: • Engineering Career Development Rotational Program: provides recent engineering graduates with structured onboarding, on-the-job training and leadership experience designed to build the technical and leadership skills required to support and sustain our operations. • Achievement in Motion Program: pairs new salaried employees with peer mentors during their first three months to guide them through the orientation and onboarding process and support integration into the organization. • Educational Assistance Program: offers partial reimbursement for eligible job-related degree programs and coursework completed outside of working hours. • Technical Training and Knowledge Sharing: includes comprehensive technical training across all plants and recurring roundtable workshops that allow employees to share expertise, reinforce best practices and enhance operational capabilities. • Leadership Development Programs: our Front-Line and Mid-Level Leader programs provide targeted leadership skill development to strengthen capabilities of current and future RYAM leaders.
Water is also necessary for steam and on-site power generation, air emissions control, process cooling and equipment cleaning. Each gallon of water consumed at our facilities is reused multiple times in our process.
Water Water plays a central role in our production processes, including wood digestion, pulp washing, chemical recovery, steam and power generation, emissions control and equipment cleaning. Each gallon of water used in our system is reused multiple times before treatment and discharge.
Our Business Before June 27, 2014, we consisted of Rayonier Inc.’s wholly-owned performance fibers business, which was primarily engaged in producing cellulose specialties. On that date, we separated from Rayonier Inc. and started our business as an independent, publicly traded company.
RYAM’s specialized assets, capable of creating the world’s leading cellulose specialties products, are also used to produce cellulose viscose pulp, cellulose fluff pulp, high-yield pulp and various value-added derivatives, including paperboard, biofuels, bioelectricity and lignin. Company Background Before June 27, 2014, we consisted of Rayonier Inc.’s wholly-owned performance fibers business, which was primarily engaged in producing cellulose specialties.
Commodity viscose is primarily sold to producers of viscose staple fibers, which in turn are used to manufacture rayon fibers, which are widely used in the clothing and textile industries. Shifts in fashion styles and textile fiber blending have increased demand for viscose staple fibers.
Competition The principal method of competition in commodity products is price, as purity and uniformity are less critical differentiators. Pricing for commodity products is typically referenced to published indices or based on publicly available spot market prices. Shifts in fashion styles and textile fiber blending have increased demand for viscose staple fibers.
Our Sustainability Profile Sustainability is at the core of our business model and guides every aspect of our strategy and operations. Operations We operate four production facilities strategically located in the U.S., Canada and France. The manufacturing of all of our products begins with trees sourced from working forests.
Across our four production facilities in the United States, Canada and France, we focus on responsible sourcing, resource efficiency and continuous improvement of our environmental footprint. Operations All of our products begin with trees sourced from sustainably managed working forests.
We are the only multi-ply paperboard producer in North America, with our competition producing single ply solid bleached sulfite paperboard. 6 Table of Contents Competition The principal method of competition in our Paperboard business is price and product performance.
With the enhanced freezer application, we provide packaging manufacturers with a solution that safeguards product integrity while delivering on sustainability and operational efficiency. 5 Table of Contents Competition The principal method of competition in our Paperboard business is price and product performance.
Working forests are instrumental to maintaining environmental health, including the crucial role they play in carbon sequestration. All of our production facilities adhere to the EPA’s Best Management Practices and hold certification in both the Forest Stewardship Council and Programme for the Endorsement of Forest Certification Chain of Custody standards.
Across our supply chain, we follow and monitor compliance with the EPA’s Best Management Practices and maintain certification under both the Forest Stewardship Council ® and Programme for the Endorsement of Forest Certification™ Chain of Custody standards, demonstrating our commitment to responsible forestry practices and fiber traceability. Several of our facilities hold additional third-party certifications.
Our operating lines fluctuate the production of cellulose specialties and commodity products based on market conditions and to generate the most attractive margins. Commodity fluff is typically used in consumer products such as baby diapers. These fibers provide a medium for fluid acquisition, distribution and retention in the products in which they are incorporated.
Our operating lines fluctuate the production of cellulose specialties and commodities products based on market conditions and to generate the most attractive margins. Our Tartas cellulose plant and Temiscaming cellulose plant (when operating) also produce bio-generated electricity, which is sold into the grid, utilizing renewable biomass.
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Building upon nearly 100 years of experience in cellulose chemistry, we provide some of the highest quality high-purity cellulose pulp products that make up the essential building blocks for our customers’ products while providing exceptional service and value. RYAM’s specialized assets also produce bioelectricity, biomaterials, including biofuels, lignin and tall oil soap, and commodity fluff, viscose and paper pulp.
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We are focused on rebuilding performance — aligning the organization and driving disciplined execution to improve results and cash generation across every business, including Paperboard and High-Yield Pulp, which we are no longer marketing for sale.
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Additionally, we produce a unique, lightweight multi-ply paperboard product and a bulky, high-yield pulp product. Our paperboard is used for production in the commercial printing, lottery ticket and high-end packaging sectors. Our high-yield pulp is used by paperboard producers as well as in traditional printing, writing and specialty paper manufacturing.
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We remain committed to disciplined capital allocation and cash management and continue to evaluate options that best support long-term value creation and balance sheet deleveraging. See Note 3—Indefinite Suspension of Operations to our Financial Statements for further information.
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We believe this dual certification reinforces our dedication to responsible forestry practices throughout our manufacturing processes. Our Fernandina Beach and Tartas facilities are ISCC PLUS and ISCC EU certified, respectively, underscoring our commitment to independently audited sustainability standards and processes within our supply chain.
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In January 2026, we appointed a new CEO who also assumed the role of CODM. Operating segments are determined based on how the CODM reviews and evaluates company operations for purposes of assessing performance and allocating resources.
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Our fluff pulp, produced at our Jesup facility, carries the distinction of being certified as an “Inspected Raw Material” by Nordic Swan Ecolabeling. This label signifies adherence to environmental requirements at every stage of manufacturing. We frequently monitor and pursue additional opportunities for sustainability in our manufacturing processes.
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As a result of this leadership transition, we will evaluate whether any changes to our reportable segment structure are required in 2026. 2 Table of Contents Cellulose Specialties Our Cellulose Specialties operating segment is the primary driver of our profitability.
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We have achieved several key advancements in our processes with the aim of reducing chemical usage, improving energy efficiency and minimizing our CO 2 emissions and environmental footprint. Examples include the optimization of acid usage, transitioning to rail delivery for H 2 O 2 and refinements of product formulations.
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Key input costs — wood, chemicals and energy — represent approximately 45 percent of our per MT cost of sales. Transportation, depreciation, labor, maintenance and other manufacturing fixed costs represent our remaining cost of sales. Products Cellulose is a natural polymer, primarily derived from wood or cotton.
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In addition, in our ongoing efforts to reduce chemical usage we have also introduced Maple 80, a new product manufactured without EDTA, a common chelating agent, which served to decrease our chemical reliance.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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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.
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 our businesses.
We currently own, and may acquire in the future, properties that are subject to environmental liabilities, such as remediation of soil, sediment and groundwater contamination and other liabilities. In addition, we may have such liabilities at properties, such as formerly operated manufacturing facilities, that we no longer own.
We currently own, and may acquire in the future, properties that are subject to environmental liabilities, such as remediation of soil, sediment and groundwater contamination and other liabilities. In addition, we have such liabilities at properties, such as formerly operated manufacturing facilities, that we no longer own.
These costs could include costs of investigation and assessment, corrective measures, installation of pollution control equipment and other remediation and closure costs, as well as costs to resolve third-party claims for property damage and personal injury as a result of alleged violations of, or liabilities arising out of, environmental laws and regulations.
These costs could include investigation and assessment, corrective measures, installation of pollution control equipment and other remediation and closure costs, as well as costs to resolve third-party claims for property damage and personal injury as a result of alleged violations of, or liabilities arising out of, environmental laws and regulations.
No assurance can be given that the increased costs associated with compliance of future GHG-related requirements will not have a material adverse effect on our business, financial condition and results of operations.
No assurance can be given that the increased costs associated with compliance with future GHG-related requirements will not have a material adverse effect on our business, financial condition and results of operations.
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 over periods of time.
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.
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.
With respect to demand for cellulose specialties, 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.
Failure to successfully navigate these and related challenges impacting our biomaterials strategy could adversely affect our ability to generate expected returns and fully realize the strategy’s long-term growth potential. Regulatory and Environmental Risks Our business is subject to extensive environmental laws, regulations and permits that may materially restrict or adversely affect how we conduct business and our financial results.
Failure to successfully navigate these and related challenges impacting our Biomaterials strategy could adversely affect our ability to generate expected returns and fully realize the business’s long-term growth potential. Regulatory and Environmental Risks Our business is subject to extensive environmental laws, regulations and permits that may materially restrict or adversely affect how we conduct business and our financial results.
Quebec has a cap-and-trade program for GHGs that meets the minimum criteria, and our Temiscaming, Quebec plant was a net purchaser of credits under this program in 2024. To date, the cost of GHG credits under cap-and-trade programs purchased by our business and incorporated into the overall cost of our purchased wood fiber has not been material.
Quebec has a cap-and-trade program for GHGs that meets the minimum criteria, and our Temiscaming, Quebec plant was a net purchaser of credits under this program in 2025. To date, the cost of GHG credits under cap-and-trade programs purchased by our business and incorporated into the overall cost of our purchased wood fiber has not been material.
Environmental regulatory authorities have pursued several initiatives that, if implemented, could impose additional obligations and constraints on our operations, especially in air emissions, wastewater and stormwater control. See Item 1—Business—Environmental Matters of this 2024 Form 10-K for further information.
Environmental regulatory authorities have pursued several initiatives that, if implemented, could impose additional obligations and constraints on our operations, especially in air emissions, wastewater and stormwater control. See Item 1—Business—Environmental Matters of this 2025 Form 10-K for further information.
However, our inability to provide for our operating cash requirements on reasonable economic terms could materially adversely affect our business, financial condition and results of operations. 15 Table of Contents We face risks to our assets, including the potential for substantial impairment of our long-lived assets.
However, our inability to provide for our operating cash requirements on reasonable economic terms could materially adversely affect our business, financial condition and results of operations. 16 Table of Contents We face risks to our assets, including the potential for substantial impairment of our long-lived assets.
In the third quarter of 2024, a fire at our Jesup plant impacted operations for two weeks; • prolonged power interruptions or failures; • explosion of boilers or other pressure vessels; • interruptions in the supply of raw materials, including chemicals and wood fiber; • disruptions to or failures in the transportation infrastructure, such as roads, bridges, railroad tracks and tunnels, as well as lack of availability of rail, trucking and ocean shipping equipment and service from third-party transportation providers; • interruption or material reduction of water supply; • a chemical spill or release or other event causing impacts to the environment or human health and safety; • information technology system failures and cybersecurity incidents causing systems to be inaccessible or unusable; • natural disasters (including those as a result of climate change), including fires, floods, windstorms, earthquakes, hurricanes or other similar catastrophes; • labor interruptions, including strikes and short duration walk-outs, such as the walk-outs in 2019 and 2021 at our plant in Tartas, France; • terrorism or threats of terrorism; • new climate change or other environmental regulations, compliance with which may require significant capital expenditures to address modifications to our facilities, supply chain or other infrastructure; and • other operational issues resulting from these and other risks.
In the fourth quarter of 2024, a fire at our Jesup plant impacted operations for two weeks; • prolonged power interruptions or failures; • explosion of boilers or other pressure vessels; • interruptions in the supply of raw materials, including chemicals and wood fiber; • disruptions to or failures in the transportation infrastructure, such as roads, bridges, railroad tracks and tunnels, as well as lack of availability of rail, trucking and ocean shipping equipment and service from third-party transportation providers; • interruption or material reduction of water supply; • a chemical spill or release or other event causing impacts to the environment or human health and safety; • information technology system failures and cybersecurity incidents causing systems to be inaccessible or unusable; • natural disasters (including those as a result of climate change), including fires, floods, windstorms, earthquakes, hurricanes or other similar catastrophes; • labor interruptions, including strikes and short duration walkouts, such as the walkouts in 2019, 2021 and 2025 at our plant in Tartas, France; • terrorism or threats of terrorism; • epidemics and pandemics; • new climate change or other environmental regulations, compliance with which may require significant capital expenditures to address modifications to our facilities, supply chain or other infrastructure; and • other operational issues resulting from these and other risks.
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. Restrictions on trade through tariffs, countervailing and anti-dumping duties, quotas and other trade barriers, in the U.S. and internationally, could materially adversely affect our ability to access certain markets.
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. 13 Table of Contents Restrictions on trade through tariffs, countervailing and anti-dumping duties, quotas and other trade barriers, in the U.S. and internationally, could materially adversely affect our ability to access certain markets.
Environmental laws and regulations may continue to become more restrictive and over time could materially adversely affect our business, financial condition and results of operations. Environmental groups, Indigenous communities and interested individuals may seek to delay or prevent a variety of our operations .
Environmental laws and regulations may continue to become more restrictive and over time could materially adversely affect our business, financial condition and results of operations. Environmental groups, Indigenous communities and interested parties may seek to delay or prevent a variety of our operations .
For example, in 2022, we saw broad-based increases in costs from inflation that are material to our business as a whole, including with respect to key product inputs such as wood, energy, chemicals and transportation.
For example, in 2022, we saw broad-based increases in costs from inflation that were material to our business as a whole, including with respect to key product inputs such as wood, energy, chemicals and transportation.
If we raise additional funds by issuing debt, the terms of such debt may subject us to further limitations on our operations and ability to pay dividends or repurchase stock than are currently in place pursuant to our existing indebtedness. 21 Table of Contents Common Stock and Certain Corporate Matters Risks Our stockholders’ ownership in RYAM may be diluted.
If we raise additional funds by issuing debt, the terms of such debt may subject us to further limitations on our operations and ability to pay dividends or repurchase stock than are currently in place pursuant to our existing indebtedness. Common Stock and Certain Corporate Matters Risks Our stockholders’ ownership in RYAM may be diluted.
Such awards and other issuances would have a dilutive effect on our earnings per share, which could adversely affect the market price of our common stock. Certain provisions in our amended and restated certificate of incorporation and bylaws, as well as Delaware law, could prevent or delay an acquisition of RYAM, which could decrease the price of our common stock.
Such awards and other issuances would have a dilutive effect on our earnings per share, which could adversely affect the market price of our common stock. 23 Table of Contents Certain provisions in our amended and restated certificate of incorporation and bylaws, as well as Delaware law, could prevent or delay an acquisition of RYAM, which could decrease the price of our common stock.
When considering an investment in our securities, you should carefully read and consider these risks, together with all other information in this 2024 Form 10-K and our other filings and submissions to the SEC.
When considering an investment in our securities, you should carefully read and consider these risks, together with all other information in this 2025 Form 10-K and our other filings and submissions to the SEC.
The primary input of all our products is wood — a renewable, natural raw material. Further, our cellulose specialties products are natural polymers that can be used as an effective, more climate-friendly substitute for certain applications that currently use fossil fuel-based products.
The primary input of all our products is wood — a renewable, natural raw material. Further, our Cellulose Specialties products are produced from natural polymers and can be used as an effective, more climate-friendly substitute for certain applications that currently use fossil fuel-based products.
Under the provisions of the Greenhouse Gas Pollution Pricing Act, the provinces that have previously implemented their own carbon pollution price, or “cap-and-trade” system, will not be subject to the federal program provided their program meets the minimum federal pricing and emissions reduction targets.
Under the provisions of this Act, the provinces that have previously implemented their own carbon pollution price, or “cap-and-trade” system, will not be subject to the federal program provided their program meets the minimum federal pricing and emissions reduction targets.
Similarly, the price of oil and natural gas and their pipeline transportation has historically experienced significant fluctuations based on weather, market demand and other factors.
Similarly, the price of oil and natural gas and their pipeline transportation have historically experienced significant fluctuations based on weather, market demand and other factors.
This significant amount of debt could have material adverse consequences for us and our investors, including: • requiring a substantial portion of our cash flows from operations to be used for interest payments on this debt; • making it more difficult to satisfy debt service and other obligations; • increasing the risk of a future credit ratings downgrade of our debt, which could increase future debt costs and limit the future availability of debt financing; • increasing our vulnerability to general adverse economic and industry conditions; • reducing the cash flows available to fund capital expenditures and other corporate purposes and grow our business; • limiting our flexibility in planning for, or reacting to, market or other changes in our businesses and industry; • placing us at a disadvantage to our competitors that may not be as highly leveraged with debt; • limiting our ability to borrow additional funds as needed or take advantage of business opportunities as they arise, pay cash dividends or repurchase shares of our common stock; and • limiting access to liquidity, including through our asset-based revolving credit facility.
This significant amount of debt could have material adverse consequences for us and our investors, including: • requiring a substantial portion of our cash flows from operations to be used for interest payments on this debt; • making it more difficult to satisfy debt service and other obligations; • increasing the risk of a future credit ratings downgrade of our debt, which could increase future debt costs and limit the future availability of debt financing; • increasing our vulnerability to general adverse economic and industry conditions; • reducing the cash flows available to fund capital expenditures and other corporate purposes and grow our business; • limiting our flexibility in planning for, or reacting to, market or other changes in our businesses and industry; • placing us at a disadvantage to our competitors that may not be as highly leveraged; • limiting our ability to borrow additional funds as needed or take advantage of business opportunities as they arise, pay cash dividends or repurchase shares of our common stock; and • limiting access to liquidity, including through our asset-based revolving credit facility. 22 Table of Contents These risks could increase to the extent we incur additional indebtedness.
These and other risks of doing business outside of the U.S. could materially adversely affect our business, financial condition and results of operations. 12 Table of Contents Foreign currency exchange fluctuations may have a material adverse impact on our business, financial condition and results of operations.
These and other risks of doing business outside of the U.S. could materially adversely affect our business, financial condition and results of operations. Foreign currency exchange fluctuations may have a material adverse impact on our business, financial condition and results of operations.
The potential impacts of extreme weather, such as hurricanes, blizzards, wildfires and heavy rain, that could result from the impacts of climate change, are factored into our enterprise risk assessment process and the mitigation measures we currently take to protect our assets and business.
Physical risks associated with climate change. The potential impacts of extreme weather, such as hurricanes, blizzards, wildfires and heavy rain, that could result from the impacts of climate change, are factored into our enterprise risk assessment process and the mitigation measures we currently take to protect our assets and business.
In Canada, direct consultation with Indigenous communities may also be required. Delays, restrictions and increased costs caused by the intervention of these groups or interested individuals could adversely affect our operating results.
For example, in Canada, direct consultation with Indigenous communities may also be required. Delays, restrictions and increased costs caused by the intervention of these groups or interested individuals could adversely affect our operating results or growth opportunities.
While we are not dependent on any single customer or group of customers and we continue to strive to broaden and diversify our customer base, our ten largest customers accounted for a significant portion, approximately 35 percent , of our 2024 revenue.
While we are not dependent on any single customer or group of customers and we continue to strive to broaden and diversify our customer base, our ten largest customers accounted for a significant portion, approximately 38 percent , of our 2025 revenue.
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 which 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.
We cannot predict what additional changes to trade policy may be enacted by the U.S. government with the countries where 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 the effects that any such changes would have on our business.
Although we believe we have adequate liabilities recorded, legal requirements relating to assessment and remediation of contaminated properties continue to become more stringent and there can be no assurance that actual expenditures will not exceed current liabilities and forecasts or that other presently unknown liabilities will not be discovered in the future.
Although we believe we have adequate liabilities recorded for known environmental liabilities, legal requirements relating to assessment and remediation of contaminated properties may over time become more stringent and there can be no assurance that actual expenditures will not exceed current liabilities and forecasts or that other presently unknown liabilities will not be discovered in the future.
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 deploy tools to address these issues.
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 mitigate their impacts on our business.
The effects of previous trade restrictions on our business in China and Canada are discussed further below. China In 2024, we had product sales of $352 million shipped to customers in China and, of this amount, $251 million were products manufactured in the U.S.
The effects of previous trade restrictions on our business in China and Canada are discussed further below. China In 2025, we had product sales of $273 million shipped to customers in China and, of this amount, $234 million were products manufactured in the U.S.
Business and Operational Risks Our ten largest customers represented a significant portion of our 2024 revenue and the loss of all or a substantial portion of our revenue from these customers could have a material adverse effect on our business.
Business and Operational Risks Our ten largest customers represented a significant portion of our 2025 revenue and the loss of all or a substantial portion of our revenue from these customers would likely have a material adverse effect on our business.
See Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates and Note 18—Employee Benefit Plans to our Financial Statements for additional information about these plans. 20 Table of Contents We have debt obligations that could materially adversely affect our business and our ability to meet our obligations.
Any such contributions could materially adversely affect our financial condition. See Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates and Note 19—Employee Benefit Plans to our Financial Statements for additional information about these plans. We have debt obligations that could materially adversely affect our business and our ability to meet our obligations.
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.
Our risk management policy allows management, with oversight from 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.
Our cash flows from operations may not be sufficient to repay all of the outstanding debt as it becomes due and we may not be able to borrow money, sell assets or otherwise raise funds on acceptable terms, or at all, to refinance our debt.
In addition, our actual cash requirements in the future may be greater than expected. Our cash flows from operations may not be sufficient to repay all of the outstanding debt as it becomes due and we may not be able to borrow money, sell assets or otherwise raise funds on acceptable terms, or at all, to refinance our debt.
Sales to customers outside the U.S. made up 66 percent of our revenue in 2024. 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 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 proximity between available experienced logging and fiber transportation contractors and our manufacturing facilities may also impact wood fiber supply and pricing. Sourcing wood fiber from greater distances could result in increased transportation costs.
A significant reduction in the availability of contractors experienced in harvesting and transporting logs could impact wood fiber supply, pricing and availability. The proximity between available experienced logging and fiber transportation contractors and our manufacturing facilities may also impact wood fiber supply and pricing. Sourcing wood fiber from greater distances could result in increased transportation costs.
Our failure to develop and retain key personnel and recruit and develop qualified replacements for retiring and other departing employees could materially adversely affect our business, financial condition and results of operations, as well as our ability to succeed in our human capital goals and priorities.
Our failure to develop and retain key personnel and recruit and develop qualified replacements for retiring and other departing employees could materially adversely affect our business, financial condition and results of operations, as well as our ability to succeed in our human capital goals and priorities. 17 Table of Contents In January 2026, we appointed a new CEO.
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-outs in 2019 and 2021 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. 16 Table of Contents We depend on attracting and retaining key personnel, the loss of whom could materially adversely affect our business.
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 walkouts in 2019, 2021 and 2025 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.
Geopolitical conflicts and related effects may negatively impact the global economy and our business. 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.
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.
If any such events or circumstances arise and it is determined that sufficient future cash flows do not exist to support the current carrying value, we would be required to record an impairment charge for our long-lived assets.
If any such events or circumstances arise and it is determined that sufficient future cash flows do not exist to support the current carrying value, we would be required to record an impairment charge for our long-lived assets. In the first quarter of 2026, we determined that we would permanently cease DWP production at the Temiscaming site.
If we incur adjusted losses in certain jurisdictions over this period, generally considered three years, we could be required to derecognize a material balance of DTAs, which would adversely affect our results of operations. The vast majority of our DTAs are in Canada, with $334 million of net DTAs recognized on the consolidated balance sheets as of December 31, 2024.
If we incur adjusted losses in certain jurisdictions over this period, generally considered three years, we could be required to derecognize a material balance of DTAs, which would adversely affect our results of operations. The vast majority of our DTAs are in Canada.
While industry consultations are ongoing with the federal government of Canada, the cost of making any such reductions cannot currently be estimated. However, the requirements associated with particulate matter, SOx and NOx are not expected to be material to our business given our current operations and pollution control systems.
While industry consultations are ongoing with the federal government of Canada, the potential cost of compliance with such future regulatory requirements cannot be reasonably estimated at this time. However, the requirements associated with particulate matter, SOx and NOx are not expected to be material to our business given our current operations and pollution control systems.
We expect compliance-related capital expenditures and operating costs to likely increase over time as environmental laws, regulations and permit conditions become more strict and as the expectations of the communities in which we operate become more demanding. Environmental laws, regulations and permits are constantly changing and may become more restrictive.
We expect compliance-related capital expenditures and operating costs to likely increase over time as environmental laws, regulations and permit conditions become stricter and as community expectations in the areas where we operate continue to evolve. Environmental laws, regulations and permits are constantly changing and may become more restrictive.
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.
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.
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 changes to foreign currency exchange rates and financial markets, any of which would adversely affect our business.
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 volatility in foreign currency exchange rates and financial markets, any of which would adversely affect our ability to operate efficiently, maintain profitability and deliver growth across all segments of the Company.
Canada In 2024, product sales of $233 million were generated from Canadian exports to the U.S. The U.S. and Canada have a history of trade disputes, dating to the early 1980s, in particular, related to the export of softwood lumber from Canada into the U.S.
The U.S. and Canada have a history of trade disputes, dating to the early 1980s, in particular related to the export of softwood lumber from Canada into the U.S.
As of December 31, 2024, our total indebtedness was $730 million.
As of December 31, 2025, our total indebtedness was $779 million.
We are subject to material risks associated with doing business outside of the U.S. 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, Canada, South Korea and other international markets.
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 68 percent of our revenue in 2025.
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 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.
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 successfully develop, manufacture and sell products in these end markets.
If any of the events described in the following risk factors occur, our business, financial condition, operating results and cash flows, as well as the market price of our securities, could be materially adversely affected. 10 Table of Contents Macroeconomic and Industry Risks Our business, financial condition and results of operations could be adversely affected by disruptions in the global economy caused by geopolitical conflicts and related impacts.
If any of the events described in the following risk factors occur, our business, financial condition, operating results and cash flows, as well as the market price of our securities, could be materially adversely affected.
In Canada, for example, future legislation and policy changes, litigation advanced by environmental groups and Indigenous communities concerning rights and limitations on harvesting and use of timberlands, the protection of endangered species, the promotion of forest diversity, control over insect and disease infestations, and the response to and prevention of wildfires could also affect wood fiber supply, pricing and availability.
In Canada, for example, future legislation and policy changes, litigation advanced by environmental groups and Indigenous communities concerning rights and limitations on harvesting and use of timberlands, the protection of endangered species, the promotion of forest diversity, control over insect and disease infestations, and the response to and prevention of wildfires could also affect wood fiber supply, pricing and availability. 15 Table of Contents In addition, much of the wood fiber we use is sourced by or from third-party contractors who harvest, chip and/or transport the wood fiber to our manufacturing facilities, either as logs for lumber and chipping or as chips.
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. 13 Table of Contents We are subject to risks associated with epidemics and pandemics, which could have a material adverse impact on our business, financial condition, results of operations and cash flows.
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.
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.
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.
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.
Unfavorable changes in the availability of, and prices for, wood fiber may have a material adverse impact on our business, financial condition and results of operations. Wood fiber is the largest volume raw material used in the manufacturing of virtually all our products. Many factors can impact its availability and pricing.
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.
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 2024 sale of our softwood lumber duty refund rights, this dispute is no longer potentially adversely impactful to our business.
We believe our success depends significantly on our ability to attract and retain key senior management and operations management personnel. Changing demographics and labor workforce trends may result in the loss of knowledge and skills as experienced workers retire. Furthermore, some of our facilities are in relatively remote locations, which can challenge our ability to recruit and retain employees.
We depend on attracting and retaining key personnel, the loss of whom could materially adversely affect our business. We believe our success depends significantly on our ability to attract and retain key senior management and operations management personnel. Changing demographics and labor workforce trends may result in the loss of knowledge and skills as experienced workers retire.
In addition, the federal government of Canada has indicated its intent to regulate priority air pollutants and GHGs under its Clean Air Act and Canadian Environmental Protection Act. Under the proposed regulatory targets, our Canadian operations may be required to reduce air pollutants, such as particulate matter, SOx, NOx and GHGs.
In addition, the federal government of Canada has indicated its intent to regulate priority air pollutants and GHGs under its Clean Air Act and Canadian Environmental Protection Act.
It is not clear whether an increased frequency of these or similar events would materially change our risk profile, analyses or mitigation measures, but there can be no assurance that they would not require additional material expenditures. In sum, additional business and regulatory initiatives may be implemented to address GHG emissions and other climate change-related concerns.
It is not clear whether an increased frequency of these or similar events would materially change our risk profile, analyses or mitigation measures, but there can be no assurance that they would not require additional capital investment, higher insurance costs, operational downtime or other material expenditures.
If one or more of our ten largest customers were to become bankrupt, insolvent or otherwise unable to pay for our products, we may incur significant write-offs that could have a material adverse effect on our business, financial condition and results of operations.
If one or more of our ten largest customers were to become bankrupt, insolvent or otherwise unable to pay for our products, we may incur significant write-offs that could have a material adverse effect on our business, financial condition and results of operations. 14 Table of Contents A material disruption at any of our manufacturing facilities could prevent us from meeting customer demand, reduce our sales and profitability, increase our cost of production and capital needs, or otherwise materially adversely affect our business, financial condition and results of operations.
This caused a significant decline in operating income for as long as the tariffs remained in place. Failure by the U.S. and Chinese governments to reach acceptable agreements regarding trade, as well as continued trade volatility and additional trade-related actions by the Chinese government, could have a material adverse impact on our business, financial condition and results of operations.
Failure by the U.S. and Chinese governments to reach mutually acceptable agreements regarding trade, as well as continued trade volatility and additional trade-related actions by the Chinese government, could have a material adverse impact on our business, financial condition and results of operations. Canada In 2025, product sales of $133 million were generated from RYAM’s Canadian exports to the U.S.
Similar to other manufacturers in our industry, we use biomass, natural gas, liquid fossil fuels and purchased electricity to power our plants. Changes in policy, regulation or technology related to fuels that we, or our electricity providers, use could materially increase our costs.
Changes in policy, regulation or technology related to fuels that we, or our electricity providers, use could materially increase our costs.
Failure to generate meaningful revenue and profit from our R&D efforts could materially adversely affect our business, financial condition and results of operations. Loss of our intellectual property and sensitive data or disruption of our manufacturing operations due to a cybersecurity incident could materially adversely impact our business.
Any of the foregoing factors could materially adversely affect our business, financial condition, results of operations and long-term growth prospects. 18 Table of Contents Loss of our intellectual property and sensitive data or disruption of our manufacturing operations due to a cybersecurity incident could materially adversely impact our business.
Our ability to fund the growth of our biomaterials business depends on meeting financial and operational targets that align with investor and lender expectations.
Additionally, competition from other bio-based technologies or synthetic alternatives could limit our ability to capture market share. 19 Table of Contents Our ability to fund the growth of our Biomaterials business depends on meeting financial and operational targets that align with investor and lender expectations.
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.
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.
These factors may cause significant price changes over a short period. To address these factors, we have in the past, and may in the future, elect to schedule production curtailments and shutdowns. In particular, our high-yield pulp business has been the subject of temporary curtailments at various points in recent years in reaction to market conditions.
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 elected, and may in the future elect, to schedule production curtailments and shutdowns.
We have a qualified non-contributory defined benefit pension plan, which covers many of our salaried and hourly employees in the U.S. The Federal Pension Protection Act of 2006 requires that certain capitalization levels be maintained in each benefit plan. Our non-U.S. pension plans, while currently adequately funded, will also require periodic contributions to ensure that applicable legal requirements are met.
We have defined benefit pension and postretirement plans, which cover many of our salaried and hourly employees in the U.S. and Canada, some of which are required to maintain certain capitalization levels or periodic contributions to ensure that applicable legal requirements are met.
Such an event could have a material adverse impact on our financial condition and results of operations. Challenges and uncertainties in executing our Biomaterials strategy may adversely impact our business and financial results. The successful execution of our biomaterials strategy is subject to a number of potential challenges and uncertainties.
Challenges and uncertainties in executing our strategy to grow our Biomaterials business may adversely impact our business and financial results. The successful execution of our strategy to grow our Biomaterials business is subject to a number of potential challenges and uncertainties. Certain regulatory approvals may be required in connection with the expansion of our Biomaterials business and its underlying projects.
We continue to explore additional climate-friendly applications for existing products and pursue projects to develop new sustainable products from renewable resources, including our operational 2G bioethanol facility in France, our planned bioethanol plant at Fernandina Beach and our involvement in AGE, a start-up entity seeking to generate green electricity using renewable forestry and other biomass waste.
We continue to explore additional climate-friendly applications for existing products and pursue projects to develop new sustainable products from renewable resources, including our operational 2G bioethanol facility in France and our planned bioethanol plant at Fernandina Beach. However, these opportunities carry technical, market and regulatory uncertainties, and their long-term financial impact remains unknown at this time.
Raw material and energy costs, such as wood, chemicals, oil, natural gas and electricity, are a significant operating expense for us.
Changes in the availability and price of raw materials and energy and continued inflationary pressure could have a material adverse effect on our business, financial condition and results of operations. Raw material and energy costs, such as wood, chemicals, oil, natural gas and electricity, are a significant operating expense for us.
Our paperboard business has a mix of long- and short-term contracts and has generally been more stable than our high-yield pulp business due to its strong ties to and steady demand of the lottery and packaging sectors. 11 Table of Contents Changes in the availability and price of raw materials and energy and continued inflationary pressure could have a material adverse effect on our business, financial condition and results of operations.
Our High-Yield Pulp business has had temporary curtailments at various points in recent years, including during 2025, in reaction to market conditions. Our Paperboard business has a mix of long- and short-term contracts and has generally been more stable than our High-Yield Pulp business due to its strong ties to and steady demand of the lottery and packaging sectors.
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.
The sophistication of cybersecurity threats continues to grow, and the use of emerging technologies, such as AI 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.
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.
Market viability of our Biomaterials products depends on various factors including demand for renewable alternatives, customer acceptance and the economic viability of our products relative to fossil 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.
Finally, if the port system that we rely on for international shipping suffers work stoppages, slowdowns or strikes, our business could be materially adversely impacted. Failure to maintain satisfactory labor relations could have a material adverse effect on our business. As of December 31, 2024, 69 percent of our global workforce was unionized.
Finally, if the domestic rail or truck service providers, or the port system that we rely on for international shipping, suffer work stoppages, slowdowns or strikes, our business could be materially adversely impacted.
We are closely monitoring these rules and regulations and their potential impact on us. 19 Table of Contents Transition risks associated with climate change. The transition to a low carbon economy, as predicted by many investors and other stakeholders, poses both risk and opportunity for us that are, as yet, unable to be quantified.
The global transition to a low carbon economy, as predicted by many investors and other stakeholders, poses both risk and opportunity for us that are, as yet, unable to be quantified. Similar to other manufacturers in our industry, we use biomass, natural gas, liquid fossil fuels and purchased electricity to power our plants.
Depending on the nature, magnitude and duration of any operational interruption, the event could materially adversely affect our business, financial condition and results of operations. 14 Table of Contents Unfavorable changes in the availability of, and prices for, wood fiber may have a material adverse impact on our business, financial condition and results of operations.
Some of these matters are discussed in more detail in other risk factors within this Item 1A—Risk Factors . Depending on the nature, magnitude and duration of any operational interruption, the event could materially adversely affect our business, financial condition and results of operations.
While these proceedings have, to date, been decided largely in our favor, we expect similar attempts at legal intervention to be made in the future. 18 Table of Contents We currently own and may acquire properties that require environmental remediation or otherwise are subject to environmental and other liabilities.
An adverse outcome in these or similar proceedings could result in delays, more stringent permitting conditions, increased compliance costs, capital expenditures or limitations on our operations. 20 Table of Contents We currently own and may acquire properties that require environmental remediation or otherwise are subject to environmental and other liabilities.
However, no assurances can be given that they will not substantially increase in the future, as the future regulatory state and the cost of GHG credits in applicable jurisdictions is currently unknown. As regulators increasingly focus on climate change and other sustainability issues, we have and may become subject to new disclosure frameworks and regulations.
However, changes in certain factors such as increases in carbon prices, reductions in free allocations, changes in eligibility criteria or expansion of regulatory coverage could materially increase our operating costs in the future. As regulators increasingly focus on climate change and other sustainability issues, we have and may become subject to new disclosure frameworks and regulations.
Additionally, increased use of e-cigarettes, electronically heated tobacco products and smokeless tobacco products may affect demand for traditional cigarettes. 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.
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. 11 Table of Contents 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 that are beyond our control.
Certain regulatory approvals may be required in connection with the expansion of our biomaterials 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.
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 challenging through the courts a denial of a permit to construct a proposed bioethanol plant within the boundary of our Fernandina facility.
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.
Moreover, some of our new products and applications may not contain intellectual property that can be protected under intellectual property laws. Failure to generate meaningful revenue and profit from our R&D efforts could materially adversely affect our business, financial condition and results of operations.
Removed
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Cybersecurity risks are identified and addressed through coordinated efforts of our internal information technology security audit teams, internal governance and compliance reviews. Our security program also involves the engagement of external consultants to assist us with the review of our assessment and risk mitigation strategies for cybersecurity threats and the development of new approaches as needed.
Cybersecurity risks are identified and addressed through coordinated efforts of our internal information technology security teams, internal governance and compliance reviews. Our security program also involves the engagement of external consultants to assist us with the review of our assessment and risk mitigation strategies for cybersecurity threats and the development of new approaches as needed.
The Vice President of IT has over 30 years of experience in enterprise IT strategy and governance, with a strong background in project management and ERP implementations. The Senior Director of IT Cybersecurity and Infrastructure has over 25 years of experience in manufacturing IT, specializing in enterprise infrastructure, process control and cybersecurity.
The Vice President of IT has over 30 years of experience in enterprise IT strategy and governance, with a strong background in project management and ERP implementations. The Director of IT Cybersecurity and Infrastructure has over 25 years of experience in manufacturing IT, specializing in enterprise infrastructure, process control and cybersecurity.
These reports also include updates on existing and emerging cybersecurity trends and threat landscapes, along with the status of ongoing projects aimed at strengthening our information security systems and improving our cyber readiness.
These reports also include updates on existing and emerging cybersecurity trends and threat landscapes, along with the status of ongoing projects aimed at strengthening our information security systems and improving our cyber readiness. To ensure clarity and accountability, these reports are segmented into key areas of focus, including incident response updates, emerging threat analyses and project progress metrics.
To ensure clarity and accountability, these reports are segmented into key areas of focus, including incident response updates, emerging threat analyses and project progress metrics. 22 Table of Contents Under the oversight of our Audit Committee, our CEO-chaired Enterprise Risk Management team and our chartered Cybersecurity Governance Committee convene at least quarterly to assess the identification and mitigation of cybersecurity risks, ensure the effective execution of our cybersecurity strategy and verify that our cybersecurity processes are adequately strengthened.
Under the oversight of our Audit Committee, our CEO-chaired Enterprise Risk Management team and our chartered Cybersecurity Governance Committee convene at least quarterly to assess the identification and mitigation of cybersecurity risks, ensure the effective execution of our cybersecurity strategy and verify that our cybersecurity processes are adequately strengthened.
We also utilize advanced tools that continuously monitor and evaluate our systems, enabling proactive prevention, detection, investigation, resolution and recovery from cybersecurity incidents. Cybersecurity events, including those reported to us by third-party service providers, are assessed for their severity and potential impact on our business using both quantitative and qualitative criteria, ensuring appropriate prioritization for response and remediation.
Cybersecurity events, including those reported to us by third-party service providers, are assessed for their severity and potential impact on our business using both quantitative and qualitative criteria, ensuring appropriate prioritization for response and remediation. Our information technology systems have been, and we expect will continue to be, subject to cyber intrusion attempts.
The individuals responsible for the day-to-day management and assessment of cybersecurity risks include our Vice President of Information Technology and our Senior Director of IT Cybersecurity and Infrastructure, both of whom bring extensive expertise in cybersecurity risk management.
These teams are informed of cybersecurity threats and incidents through their management of the cybersecurity risk management and strategy processes described above and report any such items to the Audit Committee as deemed appropriate. 24 Table of Contents The individuals responsible for the day-to-day management and assessment of cybersecurity risks include our Vice President of Information Technology and our Director of IT Cybersecurity and Infrastructure, both of whom bring extensive expertise in cybersecurity risk management.
The Cybersecurity Governance Committee is also responsible for evaluating findings and proposals presented by external consultants and developing the appropriate remediation actions. These teams are informed of cybersecurity threats and incidents through their management of the cybersecurity risk management and strategy processes described above, and report any such items to the Audit Committee as deemed appropriate.
The Cybersecurity Governance Committee is also responsible for evaluating findings and proposals presented by external consultants and developing the appropriate remediation actions.
Removed
Our information technology systems have been, and we expect will continue to be, subject to cyber intrusion attempts.
Added
We also utilize advanced tools that continuously monitor and evaluate our systems, enabling proactive prevention, detection, investigation, resolution and recovery from cybersecurity incidents. We maintain processes to oversee and identify cybersecurity risks associated with third-party service providers, including formalized security reviews during onboarding, contract requirements addressing cybersecurity and expanded monitoring for providers with system access or data exchange.

Item 2. Properties

Properties — owned and leased real estate

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These facilities, warehouses, machinery and equipment that we owned or leased as of December 31, 2024 are, with the exception of the Temiscaming High Purity Cellulose plant, in good operating condition and in regular use.
These facilities, warehouses, machinery and equipment that we owned or leased as of December 31, 2025 are, with the exception of the Temiscaming cellulose plant, in good operating condition and in regular use.
Our manufacturing facilities are maintained through ongoing capital investments, regular maintenance and equipment upgrades. As a result, production capacities may vary from the amounts listed above.
See Note 3—Indefinite Suspension of Operations for further information. Our manufacturing facilities are maintained through ongoing capital investments, regular maintenance and equipment upgrades. As a result, production capacities may vary from the amounts listed above.
Properties The following table details the material properties we owned or leased at December 31, 2024: Location by Operating Segment Annual Production Capacity (a) Owned/Leased High Purity Cellulose Facilities Jesup, Georgia, United States 330,000 MTs of cellulose specialties or commodity products 270,000 MTs of commodity products Owned Fernandina Beach, Florida, United States 155,000 MTs of cellulose specialties or commodity products Owned Temiscaming, Quebec, Canada (b) 150,000 MTs of cellulose specialties or commodity products Owned Tartas, France 140,000 MTs of cellulose specialties or commodity products Owned Paperboard Facilities Temiscaming, Quebec, Canada 180,000 MTs of paperboard Owned High-Yield Pulp Facilities Temiscaming, Quebec, Canada 290,000 MTs of high-yield pulp Owned Corporate and Other Jacksonville, Florida, United States Corporate Headquarters Leased (a) Based on the facility equipment operating under average production conditions.
Properties The following table details the material properties we owned or leased at December 31, 2025: Location by Operating Segment Annual Production Capacity (a) Owned/Leased Cellulose Facilities Jesup, Georgia, United States 330,000 MTs of cellulose specialties or commodities products 270,000 MTs of cellulose commodities products Owned Fernandina Beach, Florida, United States 155,000 MTs of cellulose specialties or commodities products Owned Temiscaming, Quebec, Canada (b) 140,000 MTs of cellulose specialties or commodities products Owned Tartas, France 130,000 MTs of cellulose specialties or commodities products Owned Biomaterials - Bioethanol Facility Tartas, France 21 million liters of 2G bioethanol fuel Owned Paperboard Facilities Temiscaming, Quebec, Canada 180,000 MTs of paperboard Owned High-Yield Pulp Facilities Temiscaming, Quebec, Canada 290,000 MTs of high-yield pulp Owned Corporate and Other Jacksonville, Florida, United States Corporate Headquarters Leased (a) Based on historically demonstrated production capabilities of the facility equipment, which may differ from production rates demonstrated in recent years.
Actual production is impacted by overall equipment effectiveness and market circumstances. (b) In July 2024, we indefinitely suspended operations at our Temiscaming High Purity Cellulose plant. The Company’s Paperboard and High-Yield Pulp operating segments continue to operate at full capacity. See Note 3—Indefinite Suspension of Operations for further information.
Actual production is impacted by overall equipment effectiveness and market circumstances. (b) In July 2024, we indefinitely suspended operations at our Temiscaming cellulose plant and in the first quarter of 2026, we determined that we will permanently cease DWP production at the site. Our Paperboard and High-Yield Pulp operating segments continue to operate at full capacity, subject to market conditions.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Item 3. Legal Proceedings As disclosed in Note 22—Commitments and Contingencies to our Financial Statements, we are engaged in certain legal proceedings. The disclosures set forth in Note 22 relating to legal proceedings are incorporated herein by reference. 23 Table of Contents Part II
Item 3. Legal Proceedings As disclosed in Note 23—Commitments and Contingencies to our Financial Statements, we are engaged in certain legal proceedings. The disclosures set forth in Note 23 relating to legal proceedings are incorporated herein by reference. 25 Table of Contents Part II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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(b) In January 2018, our Board of Directors authorized a share buyback program pursuant to which we may, from time to time, purchase shares of our common stock with an aggregate purchase price of up to $100 million. As of December 31, 2024, the remaining unused authorization under the share buyback program was $60 million.
(b) In January 2018, our Board of Directors authorized a share buyback program pursuant to which we may, from time to time, purchase shares of our common stock with an aggregate purchase price of up to $100 million. As of December 31, 2025, the remaining unused authorization under the share buyback program was $60 million.
Securities Authorized for Issuance under Equity Compensation Plans See Item 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters for information relating to our equity compensation plans. 24 Table of Contents Stock Performance Graph The following graph compares the performance of a $100 investment in our common stock, assuming reinvestment of dividends, with the same investment in a broad-based market index, the S&P Small Cap 600, and an industry-specific index, the S&P 500 Materials, over the five-year period beginning December 31, 2019.
Securities Authorized for Issuance under Equity Compensation Plans See Item 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters for information relating to our equity compensation plans. 26 Table of Contents Stock Performance Graph The following graph compares the performance of a $100 investment in our common stock, assuming reinvestment of dividends, with the same investment in a broad-based market index, the S&P Small Cap 600, and an industry-specific index, the S&P 500 Materials, over the five-year period beginning December 31, 2020.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is traded on the New York Stock Exchange under the trading symbol “RYAM.” Holders The number of record holders of our common stock at March 4, 2025 was 2,912.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is traded on the New York Stock Exchange under the trading symbol “RYAM.” Holders The number of record holders of our common stock at March 3, 2026 was 2,650.
See Note 14—Stockholders’ Equity to our Financial Statements for further information.
See Note 15—Stockholders’ Equity to our Financial Statements for further information.
Issuer Purchases of Equity Securities The following table provides information regarding our purchases of RYAM common stock during the quarter ended December 31, 2024: Total Number of Shares Purchased (a) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (b) September 29 to November 2 6,386 $ 8.56 — $ 60,294,000 November 3 to November 30 1,489 $ 8.60 — $ 60,294,000 December 1 to December 31 21,729 $ 8.53 — $ 60,294,000 Total 29,604 — (a) Represents shares repurchased to satisfy tax withholding requirements related to the issuance of stock under our stock incentive plans.
Issuer Purchases of Equity Securities The following table provides information regarding our purchases of RYAM common stock during the quarter ended December 31, 2025: Total Number of Shares Purchased (a) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (b) September 28 to November 1 1,336 $ 5.65 — $ 60,294,000 November 2 to November 29 — $ — — $ 60,294,000 November 30 to December 31 — $ — — $ 60,294,000 Total 1,336 — (a) Represents shares repurchased to satisfy tax withholding requirements related to the issuance of stock under our stock incentive plans.
Recent Sales of Unregistered Equity Securities We did not issue or sell any unregistered equity securities in 2024. 25 Table of Contents
Recent Sales of Unregistered Equity Securities We did not issue or sell any unregistered equity securities in 2025. 27 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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See Operating Results by Segment below for further discussion.
See Operating Results by Segment below for further discussion. See Operating Results by Segment below for further discussion.
Operating Loss Year Ended December 31, 2023 Gross Margin Changes Attributable to: Year Ended December 31, 2024 (in millions, except percentages) Sales Price Sales Volume/Mix (a) Cost SG&A and other Operating loss $ (3) $ (9) $ — $ 3 $ 1 $ (8) Operating margin % (2.2) % (7.2) % — % 2.4 % 0.7 % (6.3) % (a) Computed based on contribution margin.
Operating Loss - 2024 versus 2023 Year Ended December 31, 2023 Gross Margin Changes Attributable to: Year Ended December 31, 2024 (in millions, except percentages) Sales Price Sales Volume/Mix (a) Cost SG&A and other Operating loss $ (3) $ (9) $ — $ 3 $ 1 $ (8) Operating margin % (2.2) % (7.2) % — % 2.4 % 0.7 % (6.3) % (a) Computed based on contribution margin.
Significant and unanticipated changes to these assumptions could require a provision for impairment in a future period. Property, plant and equipment are primarily grouped for purposes of evaluating recoverability at the combined plant level, the lowest level for which independent cash flows are identifiable. In 2024, we indefinitely suspended operations at our Temiscaming High Purity Cellulose plant.
Significant and unanticipated changes to these assumptions could require a provision for impairment in a future period. Property, plant and equipment are primarily grouped for purposes of evaluating recoverability at the combined plant level, the lowest level for which independent cash flows are identifiable. In 2024, we indefinitely suspended operations at our Temiscaming cellulose plant.
The liabilities for unrecognized tax benefits are adjusted in the period in which it is determined the issue is settled with the taxing authorities, the statute of limitations expires for the relevant taxing authority to examine the tax position or when new facts or information become available. See Note 20—Income Taxes to our Financial Statements for further information.
The liabilities for unrecognized tax benefits are adjusted in the period in which it is determined the issue is settled with the taxing authorities, the statute of limitations expires for the relevant taxing authority to examine the tax position or when new facts or information become available. See Note 21—Income Taxes to our Financial Statements for further information.
We sell our products both directly to customers and through distributors and agents typically under agreements with payment terms less than 90 days. 37 Table of Contents The nature of our contracts may give rise to variable consideration, which may be constrained, including sales volume-based rebates to customers.
We sell our products both directly to customers and through distributors and agents typically under agreements with payment terms less than 90 days. 42 Table of Contents The nature of our contracts may give rise to variable consideration, which may be constrained, including sales volume-based rebates to customers.
During 2025, we expect to make mandatory contributions and benefit payments to plan participants of $8 million. Future mandatory contribution requirements will vary depending on actual investment performance, changes in valuation assumptions, interest rates and legal requirements to maintain a certain funding status.
During 2026, we expect to make mandatory contributions and benefit payments to plan participants of $8 million. Future mandatory contribution requirements will vary depending on actual investment performance, changes in valuation assumptions, interest rates and legal requirements to maintain a certain funding status.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following management’s discussion and analysis of our financial condition and results of operations should be read in conjunction with our Financial Statements, the notes thereto, and the financial information appearing elsewhere in this 2024 Form 10-K.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following management’s discussion and analysis of our financial condition and results of operations should be read in conjunction with our Financial Statements, the notes thereto, and the financial information appearing elsewhere in this 2025 Form 10-K.
During the years ended December 31, 2024 and 2023, the High-Yield Pulp operating segment sold 61,000 MTs and 60,000 MTs of high-yield pulp for $27 million and $25 million, respectively, to the Paperboard operating segment.
During the years ended December 31, 2025, 2024 and 2023, the High-Yield Pulp operating segment sold 61,000 MTs, 61,000 MTs and 60,000 MTs of high-yield pulp for $26 million, $27 million and $25 million, respectively, to the Paperboard operating segment.
Key input costs — wood, chemicals and energy — represent approximately 75 percent of our per MT cost of sales. Transportation, depreciation, labor, maintenance and other manufacturing fixed costs represent our remaining cost of sales.
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.
As operating cash flows can be negatively impacted by fluctuations in market prices for our commodity products and changes in demand for our products, we maintain a key focus on cash, managing working capital closely and optimizing the timing and level of our capital expenditures.
As operating cash flows can be negatively impacted by fluctuations in market prices for our Cellulose Commodities products and changes in demand for our products, we maintain a key focus on cash, managing working capital closely and optimizing the timing and level of our capital expenditures.
This realignment materially impacts the way we have managed and will manage the underlying assets and ultimately led to the recognition of a $62 million impairment.
This realignment materially impacted the way we have managed and will manage the underlying assets and ultimately led to the recognition of a $62 million impairment.
In the fourth quarter of 2023, we began efforts towards the optimization and realignment of our High Purity Cellulose assets that included the consolidation of commodity viscose production into our Temiscaming plant and fluff production into our Jesup plant’s C Line.
In the fourth quarter of 2023, we began efforts towards the optimization and realignment of our Cellulose Commodities assets that included the consolidation of commodity viscose production into our Temiscaming plant and fluff production into our Jesup plant’s C Line.
As part of our ongoing operations, we also periodically issue guarantees to third parties. Our primary purchase obligation payments relate to natural gas, steam energy and wood chips purchase contracts. As of December 31, 2024, our noncancellable unconditional purchase obligations totaled $542 million.
As part of our ongoing operations, we also periodically issue guarantees to third parties. Our primary purchase obligation payments relate to natural gas, steam energy and wood chips purchase contracts. As of December 31, 2025, our noncancellable unconditional purchase obligations totaled $557 million.
The sensitivity of pension expense and projected benefit obligation related to our pension plans to changes in economic assumptions is presented below: (in millions) Increase (Decrease) in 2025 Pension Expense Increase (Decrease) in December 31, 2024 Projected Benefit Obligation Change in Assumption 50 bp decrease in discount rate $(1) $28 50 bp increase in discount rate $— $(25) 50 bp decrease in long-term return on assets $3 n/a 50 bp increase in long-term return on assets $(3) n/a 39 Table of Contents Realizability of Recorded and Unrecorded Tax Assets and Liabilities Our income tax expense, deferred tax assets and liabilities and reserves for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid.
The sensitivity of pension expense and projected benefit obligation related to our pension plans to changes in economic assumptions is presented below: (in millions) Increase (Decrease) in 2026 Pension Expense Increase (Decrease) in December 31, 2025 Projected Benefit Obligation Change in Assumption 50 bp decrease in discount rate $(1) $27 50 bp increase in discount rate $1 $(25) 50 bp decrease in long-term return on assets $2 n/a 50 bp increase in long-term return on assets $(2) n/a 44 Table of Contents Realizability of Recorded and Unrecorded Tax Assets and Liabilities Our income tax expense, deferred tax assets and liabilities and reserves for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid.
Operating loss of our High-Yield Pulp operating segment increased $5 million in 2024 compared to 2023 driven by the lower sales prices, flat sales volumes, higher labor costs and $4 million of net custodial site costs for Temiscaming site operations, partially offset by lower logistics and key input costs, higher productivity and the recognition of $2 million in CEWS benefit claims deferred since 2021.
Operating loss of our High-Yield Pulp operating segment increased $5 million, or 167 percent, in 2024 compared to 2023 driven by the lower sales prices, flat sales volumes, higher labor costs and $4 million of net custodial site costs for Temiscaming site operations, partially offset by lower logistics and key input costs, higher productivity and the 2024 recognition of $2 million in CEWS benefit claims.
The increase in cellulose specialties sales volumes was driven by the closure of a competitor’s plant in late 2023, accelerated volumes due to the indefinite suspension of Temiscaming High Purity Cellulose operations and an uptick in ethers sales volumes, partially offset by the one-time favorable impact in the prior year from a change in customer contract terms.
The increase in sales volumes was driven by the closure of a competitor’s plant in late 2023, accelerated volumes due to the indefinite suspension of Temiscaming cellulose operations and an uptick in ethers sales volumes, partially offset by a one-time favorable impact in 2023 from a change in customer contract terms.
High-Yield Pulp Year Ended December 31, (in millions, unless otherwise stated) 2024 2023 Net sales $ 127 $ 136 Operating loss $ (8) $ (3) Average sales prices ($ per MT) (a) $ 553 $ 606 Sales volumes (thousands of MTs) (a) 182 182 (a) Average sales prices and sales volumes for external sales only.
High-Yield Pulp Year Ended December 31, (in millions, unless otherwise stated) 2025 2024 2023 Net sales $ 112 $ 127 $ 136 Operating loss $ (30) $ (8) $ (3) Average sales prices ($ per MT) (a) $ 504 $ 553 $ 606 Sales volumes (thousands of MTs) (a) 172 182 182 (a) Average sales prices and sales volumes for external sales only.
Many factors will impact future pension expense, including actual investment performance, changes in discount rates, timing of contributions and other employee related matters. See Note 18—Employee Benefit Plans to our Financial Statements for further information. In 2024, we made mandatory contributions and benefit payments to plan participants of $9 million.
Many factors will impact future pension expense, including actual investment performance, changes in discount rates, timing of contributions and other employee related matters. See Note 19—Employee Benefit Plans to our Financial Statements for further information. In 2025, we made mandatory contributions and benefit payments to plan participants of $8 million.
In projecting future taxable income, we evaluate historical earnings (adjusted for certain items, including the results from discontinued operations), along with future earnings forecasts, the reversal of temporary differences, and the implementation of feasible and prudent tax-planning strategies.
In projecting future taxable income, we evaluate historical earnings, adjusted for certain items, including the results from discontinued operations, along with future earnings forecasts, the reversal of temporary differences and the implementation of feasible and prudent tax-planning strategies. Tax assets are reviewed periodically for realizability.
For a discussion of year-over-year comparisons between 2023 and 2022 and other financial information related to 2022 that is not included in this 2024 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, 2023 filed with the SEC on February 29, 2024.
For a discussion of all other year-over-year comparisons between 2024 and 2023 and other financial information related to 2023 that is not included in this 2025 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, 2024 filed with the SEC on March 6, 2025.
See Note 3—Indefinite Suspension of Operations and Note 8—Property, Plant and Equipment, Net to our Financial Statements for further information regarding these impairments. 38 Table of Contents Environmental Liabilities At December 31, 2024, we had $170 million of accrued liabilities for environmental costs relating to disposed operations. Numerous price, quantity, cost and probability assumptions are used in estimating these obligations.
See Note 3—Indefinite Suspension of Operations and Note 7—Property, Plant and Equipment, Net to our Financial Statements for further information regarding these impairments. 43 Table of Contents Environmental Liabilities At December 31, 2025, we had $184 million of accrued liabilities for environmental costs relating to disposed operations. Numerous price, quantity, cost and probability assumptions are used in estimating these obligations.
The timing and amount of dividend payments or a put payment is dependent on certain terms and conditions and would not occur prior to 2027. See Note 2—Significant Accounting Policies and Recent Accounting Developments— Redeemable Noncontrolling Interest to our Financial Statements for further information on the circumstances under which the put may be exercised.
The timing and amount of dividend payments or a put payment is dependent on certain terms and conditions and would not occur prior to 2027. See Note 14—Redeemable Noncontrolling Interest to our Financial Statements for further information on the circumstances under which the put may be exercised.
Partially offsetting these improvements were the decrease in net sales, one-time charges of $17 million and a $25 million non-cash asset impairment related to the indefinite suspension of Temiscaming High Purity Cellulose operations, higher Corporate variable and other compensation expense, $2 million in immediate repair costs related to the fire at our Jesup plant and the prior year recognition of a $3 million benefit from payroll tax credit carryforwards.
Partially offsetting these improvements were the decrease in net sales, the 2024 non-cash impairment of $25 million and one-time charges of $17 million related to the indefinite suspension of Temiscaming cellulose operations, higher variable and other compensation expense, the 2023 recognition of a $3 million benefit from payroll tax credit carryforwards and 2024 repair costs related to the fire at our Jesup plant.
High-Yield Pulp We manufacture and market high-yield pulp, which paper manufacturers use to produce paperboard, packaging, printing and writing papers and a variety of other paper products. Pricing for high-yield pulp is typically referenced to published indices marketed through our internal sales team. Our production facility in Canada has an annual production capacity of 290,000 MTs of high-yield pulp.
High-Yield Pulp We manufacture high-yield pulp, which paper manufacturers use to produce paperboard, packaging, coated and uncoated printing and writing paper, specialty papers and various other paper products. Pricing for high-yield pulp is typically referenced to published indices marketed through our internal sales team. Our production facility in Temiscaming has an annual production capacity of 290,000 MTs of high-yield pulp.
The actuarial rates are developed by models which incorporate high-quality (AA rated), long-term corporate bond rates into their calculations. The weighted average discount rate increased from 4.71 percent at December 31, 2023 to 5.16 percent at December 31, 2024. Our defined pension plans were underfunded by $61 million at December 31, 2024.
The actuarial rates are developed by models which incorporate high-quality (AA rated), long-term corporate bond rates into their calculations. The weighted average discount rate decreased from 5.16 percent at December 31, 2024 to 5.11 percent at December 31, 2025. Our defined pension plans were underfunded by $62 million at December 31, 2025.
Operating income of our Paperboard operating segment decreased $6 million in 2024 compared to 2023 driven by the lower sales prices, higher labor costs and $3 million of net custodial site costs for Temiscaming site operations, partially offset by the higher sales volumes, higher productivity and the recognition of $2 million in CEWS benefit claims deferred since 2021.
Operating income of our Paperboard operating segment decreased $6 million, or 16 percent, in 2024 compared to 2023 driven by the lower average sales price, higher labor costs and $3 million of net custodial site costs for Temiscaming site operations, partially offset by the higher sales volumes, higher productivity and the 2024 recognition of $2 million in CEWS benefit claims.
Debt As of December 31, 2024, we were in compliance with all financial and other covenants under our debt agreements. 2029 Term Loan.
As of December 31, 2025, we were in compliance with all financial and other covenants under our debt agreements.
We believe our future cash flows from operations, availability under our ABL Credit Facility and our ability to access the capital markets, if necessary or desirable, will be adequate to fund our operations and anticipated long-term funding requirements, including capital expenditures, defined benefit plan contributions and repayment of debt maturities.
We believe our future cash flows from operations, availability under our ABL Credit Facility and our ability to access the capital markets, if necessary or desirable, will be adequate to fund our operations and anticipated long-term funding requirements, including capital expenditures, defined benefit plan contributions and repayment of debt maturities. 38 Table of Contents Our Board of Directors suspended our quarterly common stock dividend in September 2019.
In the third quarter of 2024, in conjunction with the indefinite suspension of operations, we recognized a non-cash asset impairment of $25 million, as it was determined that the Temiscaming High Purity Cellulose plant’s net carrying value exceeded its estimated fair value.
In the third quarter of 2024, in conjunction with the indefinite suspension of operations, we recognized a non-cash asset impairment of $25 million, as it was determined that the Temiscaming cellulose plant’s net carrying value exceeded its estimated fair value. In the first quarter of 2026, we determined that we will permanently cease DWP production at the site.
The underfunded status decreased by $22 million in 2024, primarily due to actuarial gains because of increased discount rates, partially offset by decreased returns on plan assets. In 2025, pension expense is expected to increase slightly compared to 2024.
The underfunded status increased by $1 million in 2025, primarily due to actuarial losses because of decreased discount rates, partially offset by increased returns on plan assets. In 2026, pension expense is expected to decrease compared to 2025.
In connection with the indefinite suspension of operations at the Temiscaming High Purity Cellulose plant, we have agreed with GreenFirst that we will purchase the required volumes at market value and sell them to third parties at the same amount for an expected neutral impact. See Note 22—Commitments and Contingencies to our Financial Statements for further information.
In connection with the indefinite suspension of operations at the Temiscaming cellulose plant, we have agreed with GreenFirst that we will purchase the required volumes at market value and sell them to third parties at the same amount for an expected neutral impact.
Our three operating production facilities, located in the U.S., Canada and France, have a combined annual production capacity of 895,000 MTs of cellulose specialties and commodity products, excluding the 150,000 MTs capacity of the Temiscaming plant whose operations were indefinitely suspended in July 2024.
Cellulose Production Facilities Our three operating production facilities, located in the U.S., Canada and France, have a combined annual production capacity of 885,000 MTs of cellulose specialties and commodities products, excluding the 140,000 MTs capacity of the Temiscaming cellulose plant whose operations were indefinitely suspended in July 2024 and permanently ceased DWP production in the first quarter of 2026.
Strategic capital expenditures were $33 million and $45 million for the years ended December 31, 2024 and 2023, respectively.
Included in capital expenditures, net were strategic capital expenditures of $25 million, $33 million and $45 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Discontinued Operations In 2024, we recorded pre-tax income from discontinued operations of $5 million related to CEWS benefit claims deferred since 2021 and a pre-tax loss of $1 million on the sale of our softwood lumber duty refund rights.
In 2024, we recorded pre-tax income from discontinued operations of $5 million related to CEWS benefit claims and a pre-tax loss of $1 million on the sale of our softwood lumber duty refund rights. See Note 4—Discontinued Operations to our Financial Statements for further information.
Property, Plant & Equipmen t Depreciation Depreciation expense is computed using the units-of-production method for our high purity cellulose, paperboard and high-yield pulp plant and equipment and the straight-line method for all other property, plant and equipment over the useful economic lives of the assets involved.
Property, Plant & Equipmen t Depreciation Depreciation expense is computed using the units-of-production method for our Cellulose Specialties, Biomaterials, Cellulose Commodities, Paperboard and High-Yield Pulp production-related plant and equipment, and for all other property, plant and equipment, the straight-line method over the useful economic life of the respective asset.
Our liquidity and capital resources are summarized below: December 31, (in millions, except ratios) 2024 2023 Cash and cash equivalents $ 125 $ 76 Availability under the ABL Credit Facility (a)(b) 141 118 Total debt (b) 730 777 Stockholders’ equity 714 747 Total capitalization (total debt plus stockholders’ equity) 1,444 1,524 Debt to capital ratio 51 % 51 % (a) Amounts available under the ABL Credit Facility fluctuate based on eligible accounts receivable and inventory levels.
Our liquidity and capital resources are summarized below: December 31, (in millions, except ratio) 2025 2024 Cash and cash equivalents $ 75 $ 125 Availability under the ABL Credit Facility (a)(b) $ 72 $ 141 Availability under the short-term factoring facility (b) $ 10 $ 10 Total debt (b) $ 779 $ 730 Stockholders’ equity $ 317 $ 714 Total capitalization (total debt plus stockholders’ equity) $ 1,096 $ 1,444 Debt to capital ratio 71 % 51 % (a) Amounts available under the ABL Credit Facility fluctuate based on eligible accounts receivable and inventory levels.
The declaration and payment of future common stock dividends, if any, will be at the discretion of our Board of Directors and dependent upon our financial condition, results of operations, capital requirements and other factors that the Board of Directors deems relevant. In addition, our debt facilities place limitations on the declaration and payment of future dividends.
No dividends have been declared since. The declaration and payment of future common stock dividends, if any, will be at the discretion of our Board of Directors and dependent upon our financial condition, results of operations, capital requirements and other factors that the Board of Directors deems relevant.
Paperboard Year Ended December 31, (in millions, unless otherwise stated) 2024 2023 Net sales $ 228 $ 219 Operating income $ 31 $ 37 Average sales prices ($ per MT) $ 1,390 $ 1,491 Sales volumes (thousands of MTs) 164 147 Net Sales Year Ended December 31, 2023 Changes Attributable to: Year Ended December 31, 2024 (in millions) Price Volume/Mix Net sales $ 219 $ (16) $ 25 $ 228 Net sales of our Paperboard operating segment increased $9 million in 2024 compared to 2023.
Paperboard Year Ended December 31, (in millions, unless otherwise stated) 2025 2024 2023 Net sales $ 179 $ 228 $ 219 Operating income (loss) $ (7) $ 31 $ 37 Average sales prices ($ per MT) $ 1,300 $ 1,390 $ 1,491 Sales volumes (thousands of MTs) 138 164 147 Net Sales - 2025 versus 2024 Year Ended December 31, 2024 Changes Attributable to: Year Ended December 31, 2025 (in millions) Price Volume/Mix Net sales $ 228 $ (12) $ (37) $ 179 Net sales of our Paperboard operating segment decreased $49 million, or 21 percent, in 2025 compared to 2024.
Changes in customer contract terms and conditions, as well as the timing of orders and shipments, may impact the timing of revenue recognition. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring our products and is generally based upon contractual arrangements with customers or published indices.
Revenue is measured as the amount of consideration we expect to receive in exchange for transferring our products and is generally based upon contractual arrangements with customers or published indices.
Corporate Year Ended December 31, (in millions) 2024 2023 Operating loss $ (60) $ (57) 33 Table of Contents Our Corporate operating loss increased $3 million in 2024 compared to 2023 driven by higher variable and other compensation expense, higher discounting and financing fees and higher costs related to our ERP transformation project, partially offset by favorable foreign exchange rates in 2024 compared to unfavorable rates in 2023.
Our Corporate operating loss increased $3 million, or 5 percent, in 2024 compared to 2023 driven by higher variable and other compensation costs, higher discounting and financing fees and higher costs related to our ERP transformation project, partially offset by favorable foreign exchange rates in 2024 compared to unfavorable rates in 2023.
Paperboard We manufacture 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.
Paperboard We manufacture Kallima ® 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.
Redeemable Noncontrolling Interest As mentioned in Other Sources of Cash above, the SWEN investment is a redeemable noncontrolling interest, which may require the use of cash to pay dividends and/or in the event SWEN exercises its put option.
See Note 23—Commitments and Contingencies to our Financial Statements for further information. 39 Table of Contents Redeemable Noncontrolling Interest As mentioned in Other Sources of Cash above, the SWEN investment is a redeemable noncontrolling interest, which may require the use of cash to pay dividends and/or in the event SWEN exercises its put option.
The following discussion includes forward-looking statements that involve certain risks and uncertainties. See Forward-Looking Statements and Item 1A—Risk Factors in this 2024 Form 10-K. This section primarily discusses 2024 and 2023 items and comparisons between these years.
The following discussion includes forward-looking statements that involve certain risks and uncertainties. See Forward-Looking Statements and Item 1A—Risk Factors in this 2025 Form 10-K.
Operating Income (Loss) Year Ended December 31, 2023 Gross Margin Changes Attributable to: Year Ended December 31, 2024 (in millions, except percentages) Sales Price Sales Volume/Mix/Other (a) Cost SG&A and other Operating income (loss) $ (42) $ (14) $ (22) $ 128 $ 26 $ 76 Operating margin % (3.2) % (1.1) % (1.7) % 9.8 % 2.0 % 5.8 % (a) Computed based on contribution margin.
Operating Income - 2024 versus 2023 Year Ended December 31, 2023 Gross Margin Changes Attributable to: Year Ended December 31, 2024 (in millions, except percentages) Sales Price Sales Volume/ Mix (a) Cost SG&A and other Operating income $ 37 $ (16) $ 11 $ (1) $ — $ 31 Operating margin % 16.9 % (6.6) % 3.7 % (0.4) % — % 13.6 % (a) Computed based on contribution margin.
This information includes the non-GAAP financial measures of EBITDA, adjusted EBITDA and adjusted free cash flow. These measures are not defined by GAAP and our discussion of them is not intended to conflict with or change any of our GAAP disclosures provided in this Annual Report on Form 10-K.
These measures are not defined by GAAP and our discussion of them is not intended to conflict with or change any of our GAAP disclosures provided in this Annual Report on Form 10-K. We believe these non-GAAP financial measures provide useful information to our Board of Directors, management and investors regarding our financial condition and results of operations.
See Note 10—Debt and Finance Leases to our Financial Statements for further information. 34 Table of Contents Cash Requirements Contractual Commitments Our principal contractual commitments include standby letters of credit, surety bonds, guarantees, purchase obligations and leases.
As of December 31, 2025, no amounts were yet outstanding on the BioNova Term Loan. See Note 10—Debt and Finance Leases to our Financial Statements for further information. Cash Requirements Contractual Commitments Our principal contractual commitments include standby letters of credit, surety bonds, guarantees, purchase obligations and leases.
Cash provided by operating activities is reconciled to adjusted free cash flow as follows: Year Ended December 31, (in millions) 2024 2023 Cash provided by operating activities $ 203 $ 136 Capital expenditures, net (a) (75) (83) Adjusted free cash flow-continuing operations $ 128 $ 53 (a) Net of proceeds from the sale of assets and excluding strategic capital expenditures.
Cash provided by operating activities is reconciled to Adjusted Free Cash Flow as follows: Year Ended December 31, (in millions) 2025 2024 2023 Cash provided by operating activities $ 24 $ 203 $ 136 Capital expenditures, net (a) (112) (108) (128) Adjusted Free Cash Flow $ (88) $ 95 $ 8 (a) Net of proceeds from the sale of property, plant and equipment and insurance claims.
We use EBITDA and adjusted EBITDA as performance measures and adjusted free cash flow as a liquidity measure. We do not consider non-GAAP financial measures an alternative to financial measures determined in accordance with GAAP.
In addition, analysts, investors and creditors use these non-GAAP financial measures when analyzing our operating performance, financial condition and cash-generating ability. We use EBITDA and Adjusted EBITDA as performance measures and Adjusted Free Cash Flow as a liquidity measure. 40 Table of Contents We do not consider non-GAAP financial measures an alternative to financial measures determined in accordance with GAAP.
If the review of evidence indicates the realizability may be less than likely, then a valuation allowance is recorded, except for recorded DTAs for suspended U.S. interest deductions, which do not have a full valuation allowance in accordance with specific AICPA guidance. See Note 20—Income Taxes to our Financial Statements for further information on this item.
Evaluation of all available evidence in other jurisdictions supports the realizability of most recorded DTAs, except for recorded DTAs for suspended U.S. interest deductions, which do not have a full valuation allowance in accordance with specific AICPA guidance. See Note 21—Income Taxes to our Financial Statements for further information.
Of our total annual capacity, we dedicate 270,000 MTs of annual production to commodity products, primarily fluff. Key input costs — wood, 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.
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.
Results of Operations: Year Ended December 31, 2024 versus December 31, 2023 Year Ended December 31, (in millions, except percentages) 2024 2023 Net sales $ 1,630 $ 1,643 Cost of sales (1,464) (1,555) Gross margin 166 88 Selling, general and administrative expenses (92) (76) Foreign exchange gain (loss) 7 (3) Asset impairment (25) (62) Indefinite suspension charges (17) — Other operating income (expense), net — (12) Operating income (loss) 39 (65) Interest expense (86) (74) Components of pension and OPEB, excluding service costs 3 — Debt refinancing charges (10) — Other income, net 5 7 Loss from continuing operations before income tax (49) (132) Income tax benefit 9 32 Equity in loss of equity method investment (2) (2) Loss from continuing operations (42) (102) Income from discontinued operations, net of tax 3 — Net loss (39) (102) Net income attributable to redeemable noncontrolling interest — — Net loss attributable to RYAM $ (39) $ (102) Gross margin % 10.2 % 5.4 % Operating margin % 2.4 % (4.0) % Effective tax rate 18.1 % 24.4 % 29 Table of Contents Net Sales Year Ended December 31, (in millions) 2024 2023 High Purity Cellulose $ 1,302 $ 1,313 Paperboard 228 219 High-Yield Pulp 127 136 Eliminations (27) (25) Net sales $ 1,630 $ 1,643 Net sales decreased $13 million in 2024 compared to 2023 driven by lower sales prices in High Purity Cellulose commodity products and our Paperboard and High-Yield Pulp operating segments and lower sales volumes in High Purity Cellulose commodity products, partially offset by higher sales prices and volumes in cellulose specialties and higher sales volumes in our Paperboard operating segment.
See Performance and Liquidity Indicators below for a discussion of non-GAAP financial measures. 30 Table of Contents Results of Operations Year Ended December 31, (in millions, except percentages) 2025 2024 2023 Net sales $ 1,466 $ 1,630 $ 1,643 Cost of sales (1,347) (1,464) (1,555) Gross margin 119 166 88 Selling, general and administrative expenses (84) (92) (76) Foreign exchange gain (loss) (5) 7 (3) Asset impairment — (25) (62) Indefinite suspension charges (1) (17) — Other operating income (expense), net (25) — (12) Operating income (loss) 4 39 (65) Interest expense (98) (86) (74) Components of pension and OPEB, excluding service costs 1 3 — Debt refinancing charges — (10) — Other income (expense), net (2) 5 7 Loss from continuing operations before income tax (95) (49) (132) Income tax (expense) benefit (323) 9 32 Equity in loss of equity method investments (5) (2) (2) Loss from continuing operations (423) (42) (102) Income from discontinued operations, net of tax 3 3 — Net loss (420) (39) (102) Net income attributable to redeemable noncontrolling interest — — — Net loss attributable to RYAM $ (420) $ (39) $ (102) Gross margin % 8.1 % 10.2 % 5.4 % Operating margin % 0.3 % 2.4 % (4.0) % Effective tax rate (340.1) % 18.1 % 24.4 % Net Sales Year Ended December 31, (in millions) 2025 2024 2023 Cellulose Specialties $ 862 $ 921 $ 825 Biomaterials 31 30 29 Cellulose Commodities 313 355 462 Paperboard 179 228 219 High-Yield Pulp 112 127 136 Eliminations (31) (31) (28) Net sales $ 1,466 $ 1,630 $ 1,643 2025 versus 2024 Net sales decreased $164 million, or 10 percent, in 2025 compared to 2024 driven by lower average sales prices in our Paperboard and High-Yield Pulp operating segments and lower sales volumes across all segments that were largely a response to imposed tariffs, lower Temiscaming sales in 2025 due to the indefinite suspension of cellulose operations, increased competitive activity, operational challenges in 2025 and labor strikes at the Tartas cellulose plant in 2025.
Due to these assets now running solely to support Paperboard and High-Yield Pulp, beginning in the fourth quarter, the net impact of these electricity sales and the custodial site costs being incurred in support of these operations is reflected within the operating results of the Paperboard and High-Yield Pulp businesses.
As such, beginning in the fourth quarter of 2024, the net impact of the custodial site costs being incurred and the sales of any electricity generated by the running of the cellulose plant assets are reflected within the operating results of the Paperboard and High-Yield Pulp businesses.
Net Sales Year Ended December 31, 2023 Changes Attributable to: Year Ended December 31, 2024 (in millions) Price Volume/Mix Net sales $ 136 $ (9) $ — $ 127 Net sales of our High-Yield Pulp operating segment decreased $9 million in 2024 compared to 2023 driven by a 9 percent decrease in sales prices and flat sales volumes driven by over-supply in China, lower demand and timing of shipments.
Net Sales - 2024 versus 2023 Year Ended December 31, 2023 Changes Attributable to: Year Ended December 31, 2024 (in millions) Price Volume/Mix Net sales $ 136 $ (9) $ — $ 127 Net sales of our High-Yield Pulp operating segment decreased $9 million, or 7 percent, in 2024 compared to 2023 driven by a 9 percent decrease in average sales price and flat sales volumes driven by over-supply in China, lower demand and timing of shipments. 37 Table of Contents Operating Loss - 2025 versus 2024 Year Ended December 31, 2024 Gross Margin Changes Attributable to: Year Ended December 31, 2025 (in millions, except percentages) Sales Price Sales Volume/Mix (a) Cost SG&A and other Operating loss $ (8) $ (9) $ (1) $ (11) $ (1) $ (30) Operating margin % (6.3) % (8.1) % (1.7) % (9.8) % (0.9) % (26.8) % (a) Computed based on contribution margin.
In January 2018, our Board of Directors authorized a $100 million common stock share buyback program. We did not repurchase any shares under this program during the years ended December 31, 2024, 2023 and 2022, and do not expect to utilize any of the remaining $60 million in unused authorization in the future.
In addition, our debt facilities place limitations on the declaration and payment of future dividends. In January 2018, our Board of Directors authorized a $100 million common stock share buyback program. We have not repurchased any shares under this program since 2018 and do not expect to utilize any of the remaining $60 million in unused authorization in the future.
Partially offsetting the impact of the 2023 impairment in the current year were one-time charges of $17 million and a $25 million non-cash asset impairment related to the indefinite suspension of Temiscaming High Purity Cellulose operations.
Partially offsetting these improvements were the $25 million non-cash impairment and $17 million in one-time charges recorded in 2024 related to the indefinite suspension of Temiscaming cellulose operations and the lower average sales price and sales volumes.
Cash Flows Year Ended December 31, (in millions) 2024 2023 Cash flows provided by (used in): Operating activities $ 203 $ 136 Investing activities-continuing operations (108) (128) Investing activities-discontinued operations — 1 Financing activities (42) (87) Cash provided by operating activities increased $67 million primarily due to stronger operating results, proceeds of $39 million for the sale of our softwood lumber duty refund rights, net tax refunds of $19 million in the current year compared to net tax payments in the prior year and higher payments in the prior year on deferred energy liabilities associated with our Tartas facility operations.
Cash Flows Year Ended December 31, (in millions) 2025 2024 Cash flows provided by (used in): Operating activities $ 24 $ 203 Investing activities $ (114) $ (108) Financing activities $ 30 $ (42) Cash provided by operating activities decreased $179 million primarily due to the decline in operating results, one-time proceeds of $39 million from the sale of our softwood lumber duty refund rights in 2024 and $19 million in income tax net refunds in 2024 compared to $1 million in net payments in 2025.
Specifically, we determined, in light of these new developments and capabilities, that the performance and outlook of the High Purity Cellulose business will be better managed as three separate businesses: Cellulose Specialties, Cellulose Commodities and a new Biomaterials business. No changes were made to the composition of the Paperboard and High-Yield Pulp operating segments.
In the first quarter of 2025, we determined that the performance and outlook of the High Purity Cellulose business would be better managed as three separate businesses. Prior period segment results have been recast to align with this new segment reporting structure. No changes were made to the composition of the Paperboard and High-Yield Pulp operating segments.
See Note 4—Discontinued Operations to our Financial Statements for further information. Operating Results by Segment Following the indefinite suspension of Temiscaming High Purity Cellulose operations in the third quarter of 2024, the Temiscaming site continues to incur custodial site costs in support of the ongoing energy needs of the Paperboard and High-Yield Pulp operations.
Operating Results by Segment Following the indefinite suspension of Temiscaming cellulose operations in the third quarter of 2024, certain infrastructure assets of the site’s cellulose plant continue to run in support of the ongoing energy needs of the Paperboard and High-Yield Pulp operations.
See Note 3—Indefinite Suspension of Operations to our Financial Statements. • In June 2024, we recognized $15 million in pre-tax income related to CEWS benefit claims deferred since 2021.
See Note 21—Income Taxes to our Financial Statements for further information. Discontinued Operations In 2025, we recorded pre-tax income from discontinued operations of $4 million related to the remaining CEWS benefit claims deferred since 2021.
The indefinite suspension does not affect the Temiscaming paperboard and high-yield pulp plants that support our High-Yield Pulp and Paperboard operating segments, which will continue to operate at full capacity while remaining part of an ongoing sales process. The High Purity Cellulose plant was idled in a safe and environmentally sound manner.
The indefinite suspension does not affect the Temiscaming paperboard and high-yield pulp plants that support our Paperboard and High-Yield Pulp operating segments, which continue to operate at full capacity, subject to market conditions.
Operating income (loss) of our High Purity Cellulose operating segment improved $118 million in 2024 compared to 2023 driven by the prior year fourth quarter $62 million non-cash impairment recorded as a result of the optimization and realignment of our High Purity Cellulose assets.
Operating loss of our Cellulose Commodities operating segment improved $47 million, or 29 percent, in 2024 compared to 2023 driven by the $62 million non-cash impairment recorded in 2023 as a result of the optimization and realignment of our cellulose plant assets, lower costs due to the indefinite suspension of Temiscaming cellulose operations in 2024 and the 2024 recognition of $2 million in CEWS benefit claims.
High Purity Cellulose We manufacture and market high purity cellulose, sold as cellulose specialties or commodity products. 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.
Cellulose Specialties 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.
The majority of our contracts have a single performance obligation to transfer products. Accordingly, we recognize revenue when control has been transferred to the customer. Generally, control transfers upon delivery to a location in accordance with the terms and conditions of the sale.
Actual results may differ from these estimates. Revenue Recognition and Measurement Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied. The majority of our contracts have a single performance obligation to transfer products. Accordingly, we recognize revenue when control has been transferred to the customer.
We believe these non-GAAP financial measures provide useful information to our Board of Directors, management and investors regarding our financial condition and results of operations. Our management uses these non-GAAP financial measures to compare our performance to that of prior periods for trend analyses, to determine management incentive compensation and for budgeting, forecasting and planning purposes.
Our management uses these non-GAAP financial measures to compare our performance to that of prior periods for trend analyses, to determine management incentive compensation and for budgeting, forecasting and planning purposes. Our management considers these non-GAAP financial measures, in addition to operating income, to be important in estimating our enterprise and stockholder values and for making strategic and operating decisions.
Sales volumes increased 12 percent driven by the easing of prior year customer destocking in the current year, partially offset by a 7 percent decrease in sales prices driven by mix and increased competitive activity from European imports. 32 Table of Contents Operating Income Year Ended December 31, 2023 Gross Margin Changes Attributable to: Year Ended December 31, 2024 (in millions, except percentages) Sales Price Sales Volume/ Mix (a) Cost SG&A and other Operating income $ 37 $ (16) $ 11 $ (1) $ — $ 31 Operating margin % 16.9 % (6.6) % 3.7 % (0.4) % — % 13.6 % (a) Computed based on contribution margin.
Operating Income - 2024 versus 2023 Year Ended December 31, 2023 Gross Margin Changes Attributable to: Year Ended December 31, 2024 (in millions, except percentages) Sales Price Sales Volume/Mix/Other (a) Cost SG&A and other Operating income $ 108 $ 20 $ 43 $ 9 $ 3 $ 183 Operating margin % 13.1 % 2.1 % 3.4 % 1.0 % 0.3 % 19.9 % (a) Computed based on contribution margin.
Overview of Operations We are a diversified global leader of cellulose-based technologies that operated in the following operating segments during the years presented in this 2024 Form 10-K: • High Purity Cellulose • Paperboard • High-Yield Pulp All segment information disclosed in this 2024 Form 10-K is according to the above operating segment structure.
Overview of Operations We are a diversified global leader of cellulose-based technologies, operating in the following segments: • Cellulose Specialties • Biomaterials • Cellulose Commodities • Paperboard • High-Yield Pulp Prior to 2025, the Cellulose Specialties, Biomaterials and Cellulose Commodities operating segments were reported as a single segment, High Purity Cellulose.
Borrowings under the amended facility are initially priced at Term SOFR plus a margin of 2 percent. Other Sources of Cash SWEN Investment In November 2024, we secured €30 million to be provided by SWEN in return for a 20 percent preferred equity interest in BioNova.
(b) See Note 10—Debt and Finance Leases to our Financial Statements for further information. Other Sources of Cash SWEN Investment In November 2024, we secured €30 million to be provided by SWEN in return for a 20 percent preferred equity interest in BioNova. We received €15 million from SWEN in 2024.
Cash used in financing activities decreased $45 million primarily due to lower net repayment of long-term debt, SWEN’s €15 million investment in BioNova and a decrease in repurchases of common stock to satisfy tax withholding requirements related to the issuance of stock under our incentive stock plans.
Cash inflows from financing activities increased $72 million due to net borrowings of long-term debt in 2025 compared to net repayments in 2024 and 2024 debt issuance costs of $24 million, partially offset by SWEN’s €15 million investment in BioNova in 2024 and higher repurchases of common stock to satisfy tax withholding requirements related to stock-based compensation.
Non-Operating Income & Expense Interest ex pense increased $12 million in 2024 compared to 2023 driven by an increase in the average effective interest rate on debt, partially offset by a decrease in the average outstanding debt principal balance. Total debt decreased $47 million from December 31, 2023 to December 31, 2024.
See Operating Results by Segment below for further discussion. Non-Operating Income & Expense Interest ex pense increased $12 million in 2025 compared to 2024 primarily driven by an increase in the average effective interest rate on debt. Foreign exchange rate fluctuations resulted in a $4 million unfavorable impact in 2025 compared to 2024.
See section Liquidity and Capital Resources—Cash Flows for additional discussion of our operating cash flows and capital expenditures. Critical Accounting Estimates The preparation of financial statements requires us to make estimates, assumptions and judgments that affect our assets, liabilities, revenues and expenses, and to disclose contingent assets and liabilities in our Financial Statements.
Critical Accounting Estimates The preparation of financial statements requires us to make estimates, assumptions and judgments that affect our assets, liabilities, revenues and expenses, and to disclose contingent assets and liabilities in our Financial Statements. We base these estimates and assumptions on historical data and trends, current fact patterns, expectations and other sources of information we believe are reasonable.
The decrease in cash used was partially offset by an increase in debt issuance costs and net repayment of short-term financing. Performance and Liquidity Indicators The discussion below is presented to enhance the reader’s understanding of our operating performance, liquidity and ability to generate cash and satisfy rating agency and creditor requirements.
Performance and Liquidity Indicators The discussion below is presented to enhance the reader’s understanding of our operating performance, liquidity and ability to generate cash and satisfy rating agency and creditor requirements. This information includes the non-GAAP financial measures of EBITDA, Adjusted EBITDA and Adjusted Free Cash Flow.
Adjusted Free Cash Flow Adjusted free cash flow is defined as cash provided by operating activities adjusted for capital expenditures, net of proceeds from the sale of assets and excluding strategic capital expenditures deemed discretionary by management.
Adjusted Free Cash Flow is not necessarily indicative of the Adjusted Free Cash Flow that may be generated in future periods. Beginning in the fourth quarter of 2025, Adjusted Free Cash Flow is defined as cash provided by operating activities adjusted for capital expenditures, net of proceeds from the sale of property, plant and equipment and insurance claims.
The improvement in operating results was further driven by the higher cellulose specialties sales prices and volumes, lower costs due to the indefinite suspension of High Purity Cellulose operations at Temiscaming, cost benefit from strategic capital investment and the recognition of $5 million in CEWS benefit claims deferred since 2021.
Operating income of our Cellulose Specialties segment increased $75 million, or 69 percent, in 2024 compared to 2023 driven by the higher average sales price and sales volumes, lower costs due to the indefinite suspension of Temiscaming cellulose operations and the 2024 recognition of $3 million in CEWS benefit claims in 2024.
The decrease in commodity sales volumes was primarily driven by the higher mix of cellulose specialties production and the indefinite suspension of Temiscaming High Purity Cellulose operations. Sales volumes were also negatively impacted by the fire at the Jesup plant that impacted operations on two of the plant’s three lines for a two-week period in October 2024.
The decrease in sales volumes was primarily due to a higher mix of cellulose specialties production and the indefinite suspension of Temiscaming cellulose operations.
The improvement in operating results was further driven by lower costs due to the indefinite suspension of High Purity Cellulose operations at Temiscaming, cost benefit from strategic capital investment, the impact of favorable foreign exchange rates in the current year compared to unfavorable rates in the prior year and the recognition of $10 million in CEWS benefit claims deferred since 2021.
Partially offsetting these declines were the 2024 non-cash asset impairment of $25 million and one-time charges of $17 million related to the indefinite suspension of Temiscaming cellulose operations, lower costs due to the indefinite suspension, lower variable compensation costs and 2024 repair costs related to the fire at our Jesup plant. 2024 versus 2023 Operating results improved $104 million, or 160 percent, in 2024 compared to 2023 driven by the 2023 non-cash impairment of $62 million recorded as a result of the optimization and realignment of our cellulose plant assets, lower costs due to the indefinite suspension of Temiscaming cellulose operations, cost benefit from strategic capital investment, favorable foreign exchange rates in 2024 compared to unfavorable rates in 2023 and the 2024 recognition of $10 million in CEWS benefit claims.
At December 31, 2024, we had $168 million of gross availability and net available borrowings of $141 million after taking into account outstanding letters of credit of $27 million. In addition to the availability under the ABL Credit Facility, we have $10 million available under our accounts receivable factoring line of credit in France.
At December 31, 2025, we had $175 million of gross availability and net available borrowings of $72 million after taking into account the facility’s year end balance of $50 million, outstanding letters of credit of $27 million and required availability of $26 million to avoid triggering the facility’s fixed charge coverage ratio covenant.
Pricing for our cellulose specialties products is typically set by contract for at least one year, based on negotiations with customers. Our commodity products primarily consist of commodity viscose and fluff. Commodity viscose is a raw material required for the manufacture of viscose staple fibers, which are used in woven and non-woven applications.
Commodity viscose is a raw material required for the manufacture of viscose staple fibers, which are used in woven and non-woven applications. Pricing for commodity products is typically referenced to published indices or based on publicly available spot market prices. Key input costs — wood, chemicals and energy — represent approximately 40 percent of our per MT cost of sales.
BioNova Term Loan In November 2024, we entered into a credit agreement that authorizes up to €37 million in seven- and eight-year secured term loan tranches at an initial floating rate of approximately 5 percent. As of December 31, 2024, we had not yet drawn on these loans.
Subsequent funding is contingent on the achievement of certain project milestones. See Note 14—Redeemable Noncontrolling Interest to our Financial Statements for further information. BioNova Term Loan In November 2024, we entered into a credit agreement that authorizes up to €37 million in seven- and eight-year secured term loan tranches.
Transportation, depreciation, labor, maintenance and other manufacturing fixed costs represent our remaining cost of sales. 26 Table of Contents Recent Business Developments • In November 2024, we secured green capital of €67 million, including €37 million in secured term loans and €30 million in preferred equity.
Transportation, depreciation, labor, maintenance and other manufacturing fixed costs represent our remaining cost of sales.
Partially offsetting the impact of the 2023 impairment in the current year were one-time charges of $17 million and a non-cash impairment of $25 million related to the indefinite suspension of Temiscaming High Purity Cellulose operations and $2 million in immediate repair costs related to the fire at our Jesup plant.
Operating loss of our Cellulose Commodities operating segment improved $58 million, or 51 percent, in 2025 compared to 2024 driven by a $25 million non-cash asset impairment and $17 million in one-time charges recorded in 2024 related to the indefinite suspension of Temiscaming cellulose operations.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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We may periodically enter into commodity forward contracts to fix some of our energy costs that are subject to price volatility caused by weather, supply conditions, political and economic variables and other unpredictable factors. Such forward contracts partially mitigate the risk of changes to our gross margins resulting from an increase or decrease in these costs.
We may periodically enter into commodity forward contracts to fix some of our commodity costs, including our energy costs that are subject to price volatility caused by weather, supply conditions, political and economic variables and other unpredictable factors. Such forward contracts partially mitigate the risk of changes to our gross margins resulting from an increase or decrease in these costs.
Our cellulose specialties product prices are impacted by market supply and demand, raw material and processing costs, changes in global currencies and other factors. Certain key input costs, such as wood fiber, chemicals and energy, may experience significant price fluctuations, also impacted by market shifts, fluctuations in capacity and other demand and supply dynamics.
Our Cellulose Specialties operating segment’s product prices are impacted by market supply and demand, raw material and processing costs, changes in global currencies and other factors. Certain key input costs, such as wood fiber, chemicals and energy, may experience significant price fluctuations, also impacted by market shifts, fluctuations in capacity and other demand and supply dynamics.
We do not utilize financial instruments for trading or other speculative purposes. 40 Table of Contents Prices The prices, sales volumes and margins of our High Purity Cellulose operating segment’s commodity products and all the High-Yield Pulp operating segment’s products have historically been cyclically affected by economic and market shifts, fluctuations in capacity and changes in foreign currency exchange rates.
We do not utilize financial instruments for trading or other speculative purposes. 45 Table of Contents Prices The prices, sales volumes and margins of our Cellulose Commodities and High-Yield Pulp operating segments’ products have historically been cyclically affected by economic and market shifts, fluctuations in capacity and changes in foreign currency exchange rates.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Market and Other Economic Risks We are exposed to various market risks, primarily changes in interest rates, currency and commodity prices. Our objective is to minimize the economic impact of these market risks.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Market and Other Economic Risks We are exposed to various market risks, primarily changes in interest rates, currency and commodity prices. Our objective is to minimize the economic impact of these market risks. We may use derivatives in accordance with policies and procedures approved by our Board of Directors.
At December 31, 2023, we had $255 million of variable rate debt subject to interest rate risk, for which a hypothetical one percent change in interest rates would have resulted in a $2 million annual change in interest expense.
Variable Interest Rates At December 31, 2025 and December 31, 2024, we had $748 million and $702 million, respectively, of variable rate debt subject to interest rate risk. At these borrowing levels, a hypothetical one percent change in interest rates would result in a $7 million annual change in interest expense.
The principal objective of such contracts is to minimize the potential volatility and financial impact of changes in foreign currency exchange rates.
Foreign Currency We manage our foreign currency exposures by balancing certain assets and liabilities denominated in foreign currencies. We may also use foreign currency forward contracts to manage these exposures. The principal objective of such contracts is to minimize the potential volatility and financial impact of changes in foreign currency exchange rates.
Removed
We may use derivatives in accordance with policies and procedures approved by the Finance and Strategic Planning Committee of our Board of Directors. Foreign Currency We manage our foreign currency exposures by balancing certain assets and liabilities denominated in foreign currencies. We may also use foreign currency forward contracts to manage these exposures.
Removed
Variable Interest Rates At December 31, 2024, we had $702 million of variable rate debt subject to interest rate risk.
Removed
In the fourth quarter of 2024, we secured variable-rate term loan financing of $700 million, which was used, together with cash on hand, to redeem the respective $453 million and $245 million outstanding principal balances of the fixed-rate 2026 Notes and the variable-rate 2027 Term Loan.
Removed
The 2029 Term Loan bears interest at an annual rate equal to three-month Term SOFR plus an initial applicable margin of 7 percent. At this new borrowing level, a hypothetical one percent change in interest rates would result in a $7 million annual change in interest expense.
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The fair market value of our long-term fixed interest rate debt may also be subject to interest rate risk when the debt becomes due or if we do not hold the debt until maturity.
Removed
The estimated fair value of our fixed-rate debt at December 31, 2024 and 2023 was $75 million and $498 million, respectively, compared to their respective $75 million and $540 million principal amounts. We use quoted market prices to estimate the fair value of our fixed-rate debt.
Removed
Generally, the fair market value of fixed-rate debt will increase as interest rates fall and decrease as interest rates rise.

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