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

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Paragraph-level year-over-year comparison of RAYONIER INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+403 added−363 removedSource: 10-K (2026-02-23) vs 10-K (2025-02-21)

Top changes in RAYONIER INC's 2025 10-K

403 paragraphs added · 363 removed · 250 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

67 edited+35 added−50 removed73 unchanged
Biggest changeWe report our Real Estate sales in six categories: • Improved Development, • Unimproved Development, • Rural, • Timberland & Non-Strategic, • Large Dispositions, and • Conservation Easements The Improved Development category comprises properties sold for development for which we, through a taxable REIT subsidiary, have invested in site improvements such as infrastructure, roadways, utilities, amenities and/or other improvements designed to enhance marketability and create parcels, pads and/or lots for sale.
Biggest change(e) Includes a minor component of hardwood in red alder and other species. 8 Table of Contents REAL ESTATE All of our land sales, including HBU and non-HBU, are reported within the Real Estate segment in the following six categories: • Improved Development: Properties sold for development where we, through a taxable REIT subsidiary, have invested in site improvements such as infrastructure, roadways, utilities, amenities and/or other improvements designed to enhance marketability and create parcels, pads and/or lots for sale. • Unimproved Development: Properties sold for development for which we have not invested in site improvements. • Rural: Real estate sales (excluding development) that command a demonstrable premium above timberland value. • Timberland & Non-Strategic: Sales of less productive, non-core assets with little to no premium over timberland value, typically executed to optimize the portfolio or in response to unsolicited offers. • Large Dispositions: Sales of productive timberland assets that exceed $20 million in size and do not reflect a demonstrable premium relative to timberland value.
The following charts provide a breakdown of Rayonier’s demographics as of December 31, 2024: 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 Securities Exchange Act of 1934 are made available to the public free of charge in the Investor Relations section of our website, www.rayonier.com , shortly after we electronically file such material with, or furnish them to, the SEC.
The following charts provide a breakdown of Rayonier’s demographics as of December 31, 2025: 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 Securities Exchange Act of 1934 are made available to the public free of charge in the Investor Relations section of our website, www.rayonier.com , shortly after we electronically file such material with, or furnish them to, the SEC.
The consent decree, which includes the CAP, was entered in Kitsap County Superior Court on November 25, 2020. 13 Table of Contents Natural Resources Damages In addition to the cleanup costs discussed previously, certain environmental laws allow state, federal, and tribal trustees (collectively, the “Trustees”) to bring suit against property owners to recover natural resource damages (“NRD”).
The consent decree, which includes the CAP, was entered in Kitsap County Superior Court on November 25, 2020. 12 Table of Contents Natural Resources Damages In addition to the cleanup costs discussed previously, certain environmental laws allow state, federal, and tribal trustees (collectively, the “Trustees”) to bring suit against property owners to recover natural resource damages (“NRD”).
Rayonier achieved our goal in 2024—we had zero fatalities or significant incidents, and everybody went home safe, every day. Our commitment to maintaining a safe working environment has not only safeguarded lives, but has also contributed to the overall success of our organization and industry.
Rayonier achieved our goal in 2025—we had zero fatalities or significant incidents, and everybody went home safe, every day. Our commitment to maintaining a safe working environment has not only safeguarded lives, but has also contributed to the overall success of our organization and industry.
The age at which we commence calculating our timber inventory is 10 years for our Southern timberlands, 20 years for our Pacific Northwest timberlands, and 20 years for our New Zealand timberlands. Our estimate of gross timber inventory is based on an inventory system that involves periodic statistical sampling and growth modeling.
The age at which we commence calculating our timber inventory is 10 years for our Southern timberlands and 20 years for our Pacific Northwest timberlands. Our estimate of gross timber inventory is based on an inventory system that involves periodic statistical sampling and growth modeling.
It is through adherence to safety protocols and constant vigilance that we have created a workplace where everyone feels secure and supported. We generally engage contractors to perform a number of critical functions, such as the planting of trees and the harvesting and hauling of logs.
It is through adherence to safety protocols and constant vigilance that we have created a workplace where everyone feels secure and supported. 15 Table of Contents We generally engage contractors to perform a number of critical functions, such as the planting of trees and the harvesting and hauling of logs.
Our Pacific Northwest and New Zealand timberlands benefit from strong domestic sawmill markets as well as access to nearby ports to capitalize on exports to Pacific Rim markets. • Well-Positioned to Provide Land-Based Solutions . Our timberland portfolio is well-positioned to provide land-based solutions to support the transition to a low-carbon economy.
Our Pacific Northwest timberlands benefit from strong domestic sawmill markets as well as access to nearby ports to capitalize on exports to Pacific Rim markets. • Well-Positioned to Provide Land-Based Solutions . Our timberland portfolio is well-positioned to provide land-based solutions to support the transition to a low-carbon economy.
Rotation ages typically range from 21 to 28 years for pine plantations and from 35 to 60 years for natural stands. Key consumers of our timber include pulp, paper, wood products and biomass facilities. We estimate that the sustainable yield of our Southern timberlands, including both pine and hardwoods, is approximately 6.5 to 6.9 million tons annually.
Rotation ages typically range from 21 to 28 years for pine plantations and from 35 to 60 years for natural stands. Key consumers of our timber include pulp, paper, wood products and biomass facilities. We estimate that the sustainable yield of our Southern timberlands, including both pine and hardwoods, is approximately 6.4 to 6.7 million tons annually.
Our 401(k) retirement savings plan includes company matching contributions as well as enhanced retirement contributions. 15 Table of Contents Employee Development We offer a robust training and development program to all employees that encompasses a variety of learning methods to cater to diverse needs.
Our 401(k) retirement savings plan includes company matching contributions as well as enhanced retirement contributions. Employee Development We offer a robust training and development program to all employees that encompasses a variety of learning methods to cater to diverse needs.
For additional information on our environmental liabilities see Note 10 — Commitments and Note 12 — Environmental and Natural Resource Damage Liabilities . 12 Table of Contents The sections below provide a history of the environmental matters in Port Gamble, Washington: Discovery and Initial Actions In Port Gamble, Washington, hazardous substances were previously discovered requiring environmental remediation under federal and state environmental laws.
For additional information on our environmental liabilities see Note 11 — Commitments and Note 13 — Environmental and Natural Resource Damage Liabilities . 11 Table of Contents The sections below provide a history of the environmental matters in Port Gamble, Washington: Discovery and Initial Actions In Port Gamble, Washington, hazardous substances were previously discovered requiring environmental remediation under federal and state environmental laws.
Item 1. BUSINESS GENERAL We are a leading timberland real estate investment trust (“REIT”) with assets located in some of the most productive softwood timber growing regions in the U.S. and New Zealand. We invest in timberlands and actively manage them to provide current income and attractive long-term returns to our shareholders.
Item 1. BUSINESS GENERAL We are a leading timberland real estate investment trust (“REIT”) with assets located in some of the most productive softwood timber growing regions in the United States. We invest in timberlands and actively manage them to provide current income and attractive long-term returns to our shareholders.
GOVERNMENTAL REGULATION AND ENVIRONMENTAL MATTERS We are subject to federal, state and local laws and regulations in the United States and New Zealand that could affect our business, including those promulgated under the Foreign Corrupt Practices Act, Occupational Safety and Health Act, Clean Water Act, Endangered Species Act, Washington Forest Practices Act, New Zealand Resource Management Act, New Zealand Health and Safety At Work Act and various other environmental and safety laws and regulations.
GOVERNMENTAL REGULATION AND ENVIRONMENTAL MATTERS We are subject to various federal, state and local laws and regulations in the United States that could affect our business, including those promulgated under the Foreign Corrupt Practices Act, Occupational Safety and Health Act, Clean Water Act, Endangered Species Act, Washington Forest Practices Act and various other environmental and safety laws and regulations.
In addition, non-timber income opportunities associated with our timberlands such as recreational licenses, considerations for the future HBU of the land, and land-based solutions such as carbon sequestration and credit sales in our New Zealand Timber segment are integral parts of our site-specific management philosophy.
In addition, non-timber income opportunities associated with our timberlands such as recreational licenses, considerations for the future HBU of the land, and land-based solutions such as carbon sequestration are integral parts of our site-specific management philosophy.
The vast majority of our HBU properties are managed as timberland and generate cash flow from timber operations prior to their sale or, in the case of Improved Development properties, prior to improvement.
The vast majority of our HBU properties are managed as timberland and generate cash flow from timber operations prior to their sale or improvement.
DISCUSSION OF TIMBER INVENTORY AND SUSTAINABLE YIELD We define gross timber inventory as an estimate of all standing timber volume beyond the specified age at which we commence calculating our timber inventory for inclusion in our inventory tracking systems.
South and Pacific Northwest. DISCUSSION OF TIMBER INVENTORY AND SUSTAINABLE YIELD We define gross timber inventory as an estimate of all standing timber volume beyond the specified age at which we begin calculating our timber inventory for inclusion in our inventory tracking systems.
(f) Includes inventory that is less than 15 years old. 6 Table of Contents PACIFIC NORTHWEST TIMBER As of December 31, 2024, our Pacific Northwest timberlands consisted of approximately 308,000 acres located in Oregon and Washington, of which approximately 241,000 acres were designated as productive acres, meaning land that is capable of growing merchantable timber and where the harvesting of timber is not constrained by physical, environmental or regulatory restrictions.
(e) Includes inventory that is less than 15 years old. 7 Table of Contents PACIFIC NORTHWEST TIMBER As of December 31, 2025, our Pacific Northwest timberlands consisted of approximately 307,000 acres located in Oregon and Washington, of which approximately 244,000 acres were designated as productive acres, meaning land that is capable of growing merchantable timber and where the harvesting of timber is not constrained by physical, environmental or regulatory restrictions.
See Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 2 — Segment and Geographical Information for information on sales and operating income by reportable segment and geographic region. TIMBER Our timber businesses are disaggregated into Southern Timber, Pacific Northwest Timber, and New Zealand Timber.
See Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 3 — Segment and Geographical Information for information on sales, operating income, and Adjusted EBITDA by reportable segment. TIMBER Our timber businesses are disaggregated into Southern Timber and Pacific Northwest Timber.
All of these activities are designed to maximize value while complying with SFI, or FSC and PEFC requirements. 5 Table of Contents SOUTHERN TIMBER As of December 31, 2024, our Southern timberlands acreage consisted of approximately 1.75 million acres (including approximately 89,000 acres of leased lands) located in Alabama, Arkansas, Florida, Georgia, Louisiana, South Carolina and Texas.
All of these activities are designed to maximize value while complying with SFI requirements. 6 Table of Contents SOUTHERN TIMBER As of December 31, 2025, our Southern timberlands acreage consisted of approximately 1.69 million acres (including approximately 61,000 acres of leased lands) located in Alabama, Arkansas, Florida, Georgia, Louisiana, South Carolina and Texas.
(b) 0 to 4 years includes clearcut acres not yet replanted. (c) Consists of natural stands that are convertible into pine plantations once harvested. (d) Consists of all non-plantable natural stands, including those that are in environmentally sensitive or economically inaccessible areas. (e) Includes roads, rights of way and all other non-forested areas.
(b) Consists of natural stands that are convertible into pine plantations once harvested. (c) Consists of all non-plantable natural stands, including those that are in environmentally sensitive or economically inaccessible areas. (d) Includes roads, rights of way and all other non-forested areas.
We believe that our access to the public capital markets, advantageous REIT structure, and commitment to a conservative capitalization 2 Table of Contents provide us with a competitive cost of capital as well as the financial flexibility to execute a nimble capital allocation strategy with a view towards building long-term value per share.
We believe that our access to the public capital markets, advantageous REIT structure, and commitment to a conservative capitalization provide us with a competitive cost of capital as well as the financial flexibility to execute a nimble capital allocation strategy with a view towards building long-term value per share. 3 Table of Contents OUR STRATEGY Our business strategy consists of the following key elements: • Own High-Quality Timberlands, Managed with a Long-Term Mindset.
(b) 0 to 4 years includes clearcut acres not yet replanted. (c) Includes non-commercial forests with limited productivity. (d) Includes significant portions of riparian management zones, legally restricted forests, and environmentally sensitive areas. (e) Includes roads, rights of way, and all other non-forested areas.
(b) Includes non-commercial forests with limited productivity. (c) Includes significant portions of riparian management zones, legally restricted forests, and environmentally sensitive areas. (d) Includes roads, rights of way, and all other non-forested areas.
Pacific Northwest Timber (a) Weyerhaeuser Company Green Diamond Resource Company State of Washington Department of Natural Resources Sierra Pacific Industries J.P. Morgan Asset Management Forest Investment Associates Manulife Investment Management Timberland and Agriculture Inc. Bureau of Indian Affairs Port Blakely Tree Farms BTG Pactual New Zealand (b) Manulife Investment Management Timberland and Agriculture Inc.
Morgan Asset Management BTG Pactual Molpus Woodlands Group The Westervelt Company, Inc. Green Diamond Resource Company Pacific Northwest Timber Weyerhaeuser Company Green Diamond Resource Company State of Washington Department of Natural Resources Sierra Pacific Industries J.P. Morgan Asset Management Forest Investment Associates Manulife Investment Management Timberland and Agriculture Inc.
However, for our contracted workforce, activities associated with tree felling, extraction of logs and log transportation are the most critical risk areas. In New Zealand, workplace safety is regulated by the Health and Safety at Work Act 2015. Our safety management program includes both contractors and employees pursuant to local laws.
However, for our contracted workforce, activities associated with tree felling, extraction of logs and log transportation are the most critical risk areas. Our safety management program includes both contractors and employees pursuant to local laws. Regulations incorporating contractor safety do not exist in the U.S.
Regulations incorporating contractor safety do not exist in the U.S. In line with our goal to provide an accident-free workplace for everyone, we have taken steps to promote safe work practices among our contractor workforce. Our safety program focuses on establishing an open dialogue about safety issues with contractors.
In line with our goal to provide an accident-free workplace for everyone, we have taken steps to promote safe work practices among our contractor workforce. Our safety program focuses on establishing an open dialogue about safety issues with contractors. The program includes safety alerts, tailgate meetings on safety topics, education on best management practices, and our near miss/incident reporting program.
Employee Wellness Our employee wellness program, Stay Strong, promotes overall employee health and well-being through education, resources, and a financial investment. Stay Strong focuses on four key areas: Health and Well-Being, Financial Wellness, Work-Life Balance and Emotional Health.
Stay Strong focuses on four key areas: Health and Well-Being, Financial Wellness, Work-Life Balance and Emotional Health.
Corr was a senior manager with The Walt Disney Company, where he was a key member of the team that developed the visionary town of Celebration near Orlando, Florida. From 1990 to 1992, Mr. Corr served as an elected member of the Florida House of Representatives. Mr.
Joe Company between 1998 and 2008, most recently as Executive Vice President and Chief Strategy Officer. From 1992 to 1998, Mr. Corr was a senior manager with The Walt Disney Company, where he was a key member of the team that developed the visionary town of Celebration near Orlando, Florida. From 1990 to 1992, Mr.
Tice is a Certified Public Accountant in the State of Florida. 14 Table of Contents Christopher T. Corr, 61, Mr. Corr joined the Company in July 2013 and currently serves as Senior Vice President, Real Estate Development and President of Raydient. Prior to joining Rayonier, he served as Executive Vice President, Buildings and Places for AECOM from 2008 to 2013.
Corr joined the Company in July 2013 and currently serves as Senior Vice President, Real Estate Development and President of Raydient. Prior to joining Rayonier, he served as Executive Vice President, Buildings and Places for AECOM from 2008 to 2013. Prior to that, Mr. Corr held various positions with The St.
Timber inventory is generally measured and expressed in short green tons (SGT) in our Southern timberlands, in thousand board feet (MBF) or million board feet (MMBF) in our Pacific Northwest timberlands, and in cubic meters (m 3 ) in our New Zealand timberlands.
Timber inventory is generally measured and expressed in short green tons (SGT) in our Southern timberlands, and in thousand board feet (MBF) or million board feet (MMBF) in our Pacific Northwest timberlands. For conversion purposes, one MBF is equal to approximately 7.75 short green tons.
We believe our continued commitment to transparency 3 Table of Contents around the stewardship of our assets and capital will allow us to effectively attract and deploy capital, and further enhance our reputation as a preferred industry supplier and employer.
We believe our continued commitment to transparency around the stewardship of our assets and capital will allow us to effectively attract and deploy capital, and further enhance our reputation as a preferred industry supplier and employer. 4 Table of Contents SEGMENT INFORMATION As of December 31, 2025, Rayonier operated in three reportable business segments: Southern Timber, Pacific Northwest Timber, and Real Estate.
The following table provides an overview of certain major competitors in each of our Timber segments: Segment Competitors Southern Timber (a) Weyerhaeuser Company Resource Management Service Manulife Investment Management Timberland and Agriculture Inc. Forest Investment Associates PotlatchDeltic Timberland Investment Resources J.P. Morgan Asset Management BTG Pactual Molpus Woodlands Group The Westervelt Company, Inc.
We compete with numerous large and small privately held timber companies, as well as several publicly traded firms. The following table provides an overview of certain major competitors in each of our Timber segments: Segment Competitors Southern Timber Weyerhaeuser Company Resource Management Service Manulife Investment Management Timberland and Agriculture Inc. Forest Investment Associates PotlatchDeltic (a) Timberland Investment Resources J.P.
We carefully manage our timberlands to maximize net present value over the long term by achieving an optimal balance among biological timber growth, cash flow generation from harvesting activities, and responsible environmental stewardship. Our timber harvesting strategy is designed to produce a long-term, sustainable yield, which in turn contributes to relatively stable cash flows and timber inventory over time.
We generate recurring income and cash flow primarily from the harvest and sale of timber. We carefully manage our timberlands to maximize net present value over the long term by achieving an optimal balance among biological timber growth, cash flow generation from harvesting activities, and responsible environmental stewardship.
He was previously promoted to Vice President and General Counsel in June 2014, and shortly thereafter, assumed the additional role of Corporate Secretary in March 2015. Mr. Bridwell previously served as Assistant General Counsel for Land Resources from 2012 to June 2014 and Associate General Counsel for Timber and Real Estate from 2009 to 2012.
Bridwell was appointed Executive Vice President, General Counsel and Corporate Secretary following the merger of Rayonier and PotlatchDeltic. Previously, he served as Senior Vice President, General Counsel and Corporate Secretary since March 2023. He was previously promoted to Vice President and General Counsel in June 2014, and shortly thereafter, assumed the additional role of Corporate Secretary in March 2015. Mr.
Rogers holds a Bachelor of Science in Forestry from Louisiana Tech University, and both an MBA and MS in Forest Resources from Mississippi State University. HUMAN CAPITAL Rayonier is committed to providing an engaging and rewarding employee experience, as well as making safety a priority in everything we do.
HUMAN CAPITAL Rayonier is committed to providing an engaging and rewarding employee experience, as well as making safety a priority in everything we do.
He joined Rayonier from Raymond James, where he served as Managing Director in the firm’s Real Estate Investment Banking group, responsible for the firm’s timberland and agriculture sector coverage.
McHugh has more than 25 years of experience in finance, capital markets, and corporate leadership, focused primarily on the forest products and REIT sectors. He joined Rayonier from Raymond James, where he served as Managing Director in the firm’s Real Estate Investment Banking group, responsible for the firm’s timberland and agriculture sector coverage.
For purposes of calculating per unit depletion rates for the subsequent year, we estimate our merchantable timber inventory as of December 31, including the impact of acquisitions and dispositions.
Our timber inventory by product and age class for our Southern Timber and Pacific Northwest Timber segments are presented herein as of September 30, 2025. For purposes of calculating per unit depletion rates for the subsequent year, we estimate our merchantable timber inventory as of December 31.
There were no other individual customers (or group of customers under common control) who represented 10% or more of consolidated sales. See Note 3 — Revenue for additional information. SEASONALITY Across all our segments, results are normally not impacted significantly by seasonal changes.
No other individual customers (or group of customers under common control) accounted for 10% or more of consolidated sales. See Note 4 — Revenue for additional information. 10 Table of Contents SEASONALITY While our results are generally not significantly impacted by seasonality, severe or prolonged wet weather in the U.S.
Under our REIT structure, we are generally not required to pay U.S. federal income taxes on our earnings from timber harvest operations and other REIT-qualifying activities contingent upon meeting applicable distribution, income, asset, shareholder and other tests. As of December 31, 2024, Rayonier owns a 98.7% interest in the Operating Partnership and a corresponding portion of taxable income or loss.
REIT STATUS AND STRUCTURE Under our REIT structure, we are generally not required to pay U.S. federal income taxes on earnings from timber harvest operations and other REIT-qualifying activities provided we satisfy certain distribution, income, asset, shareholder and other tests.
For comparison purposes, we provide inventory estimates for our Pacific Northwest and New Zealand timberlands in MBF and cubic meters, respectively, as well as in short green tons. 4 Table of Contents The following table sets forth the estimated volumes of merchantable timber inventory in short green tons for the South and Pacific Northwest as of September 30, 2024 and as of December 31, 2024 for New Zealand.
For comparison purposes, we provide inventory estimates for our Pacific Northwest timberlands in MBF as well as in short green tons. 5 Table of Contents The following table sets forth the estimated volumes of merchantable timber inventory in short green tons for the South and Pacific Northwest as of September 30, 2025: (volumes in thousands of SGT) Location Merchantable Inventory (a) % South 67,161 90 Pacific Northwest 7,506 10 74,667 100 (a) For each region, depletion rate calculations for the upcoming year are based on estimated volumes of merchantable inventory at December 31, 2025.
We expect that the average annual harvest volume of our Southern timberlands over the next five years (2025 to 2029) will be generally in line with our sustainable yield. For additional information, see Item 1 — Business — Discussion of Timber Inventory and Sustainable Yield and Item 1A — Risk Factors .
We expect that the average annual harvest volume of our Southern timberlands over the next five years (2026 to 2030) will be generally in line with our sustainable yield. These estimates and expectations exclude the impact of our recently completed merger with PotlatchDeltic.
We expect that the average annual harvest volume of our Pacific Northwest timberlands over the next five years (2025 to 2029) will be toward the lower end of our sustainable yield range. For additional information, see Item 1 — Business — Discussion of Timber Inventory and Sustainable Yield and Item 1A — Risk Factors .
We expect that the average annual harvest volume of our Pacific Northwest timberlands over the next five years (2026 to 2030) will be toward the lower end of our sustainable yield range. These estimates and expectations exclude the impact of our recently completed merger with PotlatchDeltic.
In her current position, she acts as the Company’s principal financial and accounting officer. Prior to this, she served as Vice President, Financial Services and Corporate Controller. She joined Rayonier in 2010 as Manager, General Ledger, and has held multiple positions of increasing responsibility within the finance and accounting departments. Prior to joining Rayonier, Ms.
She joined Rayonier in 2010 as Manager, General Ledger, and has held multiple positions of increasing responsibility within the finance and accounting departments. Prior to joining Rayonier, Ms. Tice held various accounting positions with Deloitte & Touche, the State of Florida, and two private companies located in Florida.
He joined Rayonier in 2006 as Associate General Counsel for Performance Fibers. Prior to Rayonier, Mr. Bridwell served as counsel for six years at Siemens Corporation. Prior to Siemens Corporation, he was an attorney with the international law firms of Jones, Day, Reavis & Pogue and Seyfarth, Shaw, Fairweather & Geraldson for five years. Mr.
Prior to Siemens Corporation, he was an attorney with the international law firms of Jones, Day, Reavis & Pogue and Seyfarth, Shaw, Fairweather & Geraldson for five years. Mr. Bridwell holds a B.S.B.A. in Finance from the University of Central Florida, and both an MBA and JD from Emory University. Christopher T. Corr, 62, Mr.
The program includes safety alerts, tailgate meetings on safety topics, education on best management practices, and our near miss/incident reporting program. We now require all contractors to have an active written safety program in place before working on our property. In 2024, 720 safety near miss reports were submitted and 1,364 contractor safety meetings were conducted.
We now require all contractors to have an active written safety program in place before working on our property. In 2025, 599 safety near miss reports were submitted and 1,589 contractor safety meetings were conducted. Employee Wellness Our employee wellness program, Stay Strong, promotes overall employee health and well-being through education, resources, and a financial investment.
Corr holds a Bachelor of Arts degree from the University of Florida and has completed programs with the Harvard Real Estate Institute and the Wharton School of Business at University of Pennsylvania. Mark R. Bridwell, 62, Mr. Bridwell was appointed Senior Vice President, General Counsel and Corporate Secretary in March 2023.
Corr served as an elected member of the Florida House of Representatives. Mr. Corr holds a Bachelor of Arts degree from the University of Florida and has completed programs with the Harvard Real Estate Institute and the Wharton School of Business at the University of Pennsylvania. Robert L. Schwartz, 53, Mr.
The merchantable age ( i.e. , the age at which timber moves from pre-merchantable to merchantable) is 15 years for our Southern timberlands, 35 years for our Pacific Northwest timberlands, and 20 years for radiata pine and 30 years for Douglas-fir in our New Zealand timberlands.
The estimate does not include volumes in restricted or environmentally sensitive areas that may not be lawfully harvested or volumes located in economically inaccessible areas. The merchantable age ( i.e. , the age at which timber moves from pre-merchantable to merchantable) is 15 years for our Southern timberlands and 35 years for our Pacific Northwest timberlands.
We conduct our business through an umbrella partnership real estate investment trust (“UPREIT”) structure in which our assets are owned by our Operating Partnership and its subsidiaries. Rayonier manages the Operating Partnership as its sole general partner.
We operate through an umbrella partnership real estate investment trust (“UPREIT”) structure, where our Operating Partnership and its subsidiaries own our assets. Rayonier is the sole general partner of the Operating Partnership. 2025 STRATEGIC DEVELOPMENTS In June 2025, we completed the sale of our 77% interest in the New Zealand joint venture.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS T he executive officers as of February 21, 2025, are as follows: Mark D. McHugh, 49, Mr. McHugh was appointed President and Chief Executive Officer in April 2024, having previously served as President and Chief Financial Officer since January 2023.
McHugh was appointed President and Chief Executive Officer in April 2024, having previously served as President and Chief Financial Officer since January 2023. Prior to this, he served as Senior Vice President and Chief Financial Officer since joining Rayonier in December 2014. Mr.
Tice held various accounting positions with Deloitte & Touche, the State of Florida, and two private companies located in Florida. Ms. Tice holds a Bachelor of Fine Arts from Florida State University and a Master of Accountancy with a tax concentration from the University of North Florida. Ms.
She also holds a Bachelor of Fine Arts from Florida State University and a Master of Accountancy with a tax concentration from the University of North Florida. Ms. Tice is a Certified Public Accountant in the State of Florida and has completed the Wharton Advanced Finance Program at the University of Pennsylvania.
Certain operations are conducted through our taxable REIT subsidiaries (“TRS”) and subject to U.S. federal and state corporate income tax. As of December 31, 2024 and as of the date of the filing of this Annual Report on Form 10-K, we believe the Company is in compliance with all REIT tests.
We conduct substantially all operations through our Operating Partnership, in which Rayonier held a 99.0% interest as of December 31, 2025. Certain non-qualifying operations are conducted through our taxable REIT subsidiaries (“TRS”) and are subject to U.S. federal and state corporate income tax.
We estimate that the gross timber inventory and merchantable timber inventory of our Southern timberlands were 83 million tons and 70 million tons, respectively, as of September 30, 2024, on a pro forma basis adjusted for the 91,000-acre Large Disposition in Oklahoma completed in the fourth quarter.
We estimate that the gross timber inventory and merchantable timber inventory of our Southern timberlands were 81 million tons and 67 million tons, respectively, as of September 30, 2025.
This approach ensures team members feel valued, engaged and capable of making a meaningful impact. Every two years we conduct a formal company-wide anonymous employee survey to gather feedback for management. Results are benchmarked against our third-party provider’s global database, shared transparently, and reviewed with our Board of Directors to inform the setting of non-financial goals for management.
This approach ensures team members feel valued, engaged and capable of making a meaningful impact. We periodically conduct formal, anonymous employee surveys to gather feedback for management. Following our merger with PotlatchDeltic, we intend to conduct a comprehensive survey of the combined organization to establish a new cultural baseline and inform future management goals.
An integrated cleanup and habitat restoration project incorporating activities required by the mill site cleanup and NRD consent decrees was initiated in June 2024. Site work is expected to be substantially complete in 2025, with in-water vegetation transplanting and monitoring efforts continuing for ten years. For additional information see Item 1A — Risk Factors .
An integrated cleanup and habitat restoration project incorporating activities required by the mill site cleanup and NRD consent decrees was initiated in June 2024. Site work related to the mill site cleanup and upland/intertidal components of the NRD projects was completed in 2025; with in-water removal of spot dredge material to be completed within the next year.
We estimate that the gross timber inventory and merchantable timber inventory of our Pacific Northwest timberlands were 1,981 MMBF and 971 MMBF, respectively, as of September 30, 2024, on a pro forma basis adjusted for the 109,000 acres of Large Dispositions in Washington completed in the fourth quarter.
We estimate that the gross timber inventory and merchantable timber inventory of our Pacific Northwest timberlands were 2,621 MMBF and 969 MMBF, respectively, as of September 30, 2025.
McHugh holds a B.S.B.A. in Finance from the University of Central Florida and a JD from Harvard Law School. Douglas M. Long, 54, Mr. Long was appointed Executive Vice President and Chief Resource Officer in January 2023, having previously served as Senior Vice President, Forest Resources since December 2015. Mr.
McHugh holds a B.S.B.A. in Finance from the University of Central Florida and a JD from Harvard Law School. Eric Cremers, 62, Mr. Cremers was appointed Executive Chairman following the merger of Rayonier and PotlatchDeltic. Mr.
Sales designated as Large Dispositions are excluded from cash flow from operations and the calculation of Adjusted EBITDA and Cash Available for Distribution (“CAD”). See Item 7 — Performance and Liquidity Indicators for the definition of Adjusted EBITDA and CAD. We maintain a detailed land classification analysis for all of our timberland and HBU acres.
See Item 7 — Performance and Liquidity Indicators for the definition of Adjusted EBITDA and CAD. • Conservation Easements: The sale of development rights that preclude future development while reserving our rights to continue to grow and harvest timber. OPERATIONAL OVERVIEW We maintain a detailed land classification for all of our timberland and HBU acres.
The Large Dispositions category includes sales of productive timberland assets that exceed $20 million in size and do not reflect a demonstrable premium relative to timberland value. Proceeds from Large Dispositions are generally used to fund capital allocation priorities, such as share repurchases, debt repayment or acquisitions.
Proceeds are generally used to fund capital allocation priorities, such as share repurchases, debt repayment or acquisitions. Large Dispositions are excluded from cash flow from operations and the calculation of Adjusted EBITDA and Cash Available for Distribution (“CAD”).
See Note 20 — Income Taxes for further discussion of REIT and non-REIT qualifying operations. 1 Table of Contents The Company’s shares are publicly traded on the NYSE under the symbol RYN. We are a North Carolina corporation with executive offices located at 1 Rayonier Way, Wildlight, Florida 32097. Our telephone number is (904) 357-9100.
As of December 31, 2025, and as of the date of this filing, we believe the Company is in compliance with all REIT requirements. See Note 21 — Income Taxes for further discussion of REIT and non-REIT qualifying operations. The Company’s shares are publicly traded on the NYSE under the symbol RYN.
Topics include genetics and tree improvement, soils and site productivity, seedling production, site-specific silviculture, biometrics and growth and yield, environmental sustainability (including protection of water, biodiversity, and species of conservation concern) and carbon and climate impact. Our research and development is conducted by an internal team of scientists that frequently work in cooperation with university partners and governmental agencies.
We conduct research across a wide range of disciplines, including genetics and tree improvement, soils and site productivity, seedling production, site-specific silviculture and biometrics. Our program also focuses on environmental sustainability—specifically the protection of water, biodiversity, and species of conservation concern—as well as carbon and climate impact.
Sales in the Timber segments include the harvesting of timber as well as other non-timber activities, including the leasing and licensing of properties, land-based solutions, and carbon credit sales.
Sales in the Timber segments include all activities related to the harvesting of timber and other value-added activities such as the licensing of properties for hunting, the leasing of properties for mineral extraction and cell towers, revenue from land-based solutions such as carbon capture and storage and solar energy, and log trading activities conducted from the U.S.
The majority of our New Zealand timberland holdings are also certified under the Programme for the Endorsement of Forest Certification (“PEFC”). All programs are comprehensive systems of environmental principles, objectives and performance measures that combine the perpetual growing and harvesting of trees with the protection of wildlife, plants, soil and water quality.
We manage our U.S. timberlands in accordance with the requirements of the Sustainable Forestry Initiative ® (“SFI”) program, which consists of a comprehensive system of environmental principles, objectives and performance measures that combine the perpetual growing and harvesting of trees with the protection of wildlife, plants, soil and water quality.
The following table provides a breakdown of our Pacific Northwest timberlands acreage and timber inventory by product and age class as of September 30, 2024, presented on a pro forma basis to exclude acreage and timber inventory sold in the Large Dispositions: (volumes in MBF, except as noted) (a) Age Class Acres (000’s) Softwood Pulpwood (f) Softwood Sawtimber (f) Total (f) Commercial Forest 0 to 4 years (b) 28 — — — 5 to 9 years 26 — — — 10 to 14 years 25 — — — 15 to 19 years 27 — — — 20 to 24 years 28 43,557 84,911 128,468 25 to 29 years 28 64,307 223,499 287,806 30 to 34 years 25 72,107 374,742 446,849 35 to 39 years 34 89,325 512,810 602,135 40 to 44 years 11 33,746 210,591 244,337 45 to 49 years 4 8,859 56,583 65,442 50+ years 3 6,555 41,381 47,936 Total Commercial Forest 239 318,456 1,504,517 1,822,973 Non-Commercial Forest (c) 2 1,675 9,652 11,327 Productive Forested Acres 241 Restricted Forest (d) 57 23,398 123,010 146,408 Total Forested Acres and Gross Inventory 298 343,529 1,637,179 1,980,708 Plus: Non-Forested Acres (e) 10 Gross Acres 308 Less: Pre-Merchantable Age Class Inventory (863,362) Less: Restricted Forest Inventory (146,408) Total Merchantable Timber 970,938 Conversion factor for MBF to SGT 7.75 Total Merchantable Timber (thousands of SGT) 7,525 (a) Table presented as of September 30, 2024 and is presented on a pro forma basis adjusted for the 109,000 acres of Large Dispositions in Washington.
The following table provides a breakdown of our Pacific Northwest timberlands acreage and estimated timber inventory by product and age class as of September 30, 2025: (volumes in MBF, except as noted) Age Class Acres (000’s) Softwood Pulpwood (e) Softwood Sawtimber (e) Total (e) Commercial Forest 0 to 4 years (a) 28 — — — 5 to 9 years 24 — — — 10 to 14 years 26 — — — 15 to 19 years 25 — — — 20 to 24 years 31 46,089 73,721 119,810 25 to 29 years 27 61,815 189,911 251,726 30 to 34 years 21 63,236 296,158 359,394 35 to 39 years 34 90,628 498,560 589,188 40 to 44 years 13 35,161 211,438 246,599 45 to 49 years 3 8,810 53,148 61,958 50+ years 3 6,325 41,176 47,501 Total Commercial Forest 235 312,064 1,364,112 1,676,176 Non-Commercial Forest (b) 9 3,641 19,782 23,423 Productive Forested Acres 244 Restricted Forest (c) 59 111,657 809,689 921,346 Total Forested Acres and Gross Inventory 303 427,362 2,193,583 2,620,945 Plus: Non-Forested Acres (d) 4 Gross Acres 307 Less: Pre-Merchantable Age Class Inventory (731,099) Less: Restricted Forest Inventory (921,346) Total Merchantable Timber 968,500 Conversion factor for MBF to SGT 7.75 Total Merchantable Timber (thousands of SGT) 7,506 (a) 0 to 4 years includes clearcut acres not yet replanted.
OUR COMPETITIVE STRENGTHS We believe that we distinguish ourselves from other timberland owners and other alternative asset investments through the following competitive strengths: • Only Pure-Play Timberland REIT . We are the only publicly traded “pure-play” timberland REIT, providing our investors with a focused, large-scale timberland investment vehicle.
References to the combined company or the effects of the merger are specifically noted where applicable. 2 Table of Contents OUR COMPETITIVE STRENGTHS We believe that we distinguish ourselves from other timberland owners and other alternative asset investments through the following competitive strengths: • Scale in Premier Softwood Timber Markets.
See Note 2 — Segment and Geographical Information for additional information. 10 Table of Contents COMPETITION TIMBER Timber markets in our Southern and Pacific Northwest regions are relatively fragmented with price being the principal method of competition. In New Zealand, there are five other major private timberland owners accounting for approximately 35% of New Zealand planted forests.
The Real Estate segment also includes residential and commercial lease activity, primarily in Port Gamble, Washington. 9 Table of Contents COMPETITION TIMBER Timber markets in our Southern and Pacific Northwest regions are relatively fragmented with price serving as the principal method of competition.
Each property has unique attributes, but overall quantity of supply and price for residential, commercial, industrial and rural properties in the geographic areas in which we operate are the most significant competitive drivers. TRADING Our log trading operations are primarily based out of New Zealand and performed by our New Zealand subsidiary.
While each property has unique attributes, the primary competitive drivers are price and the overall supply of residential, commercial, industrial and rural properties in our geographic markets. CUSTOMERS In 2025, we closed on a 21,601-acre transaction to a conservation-oriented buyer for $53.5 million, representing approximately 11% of consolidated sales.
The following table provides a breakdown of our Southern timberlands acreage and timber inventory by product and age class as of September 30, 2024, presented on a pro forma basis to exclude acreage and timber inventory sold in the Large Disposition: (volumes in thousands of SGT) (a) Age Class Acres (000’s) Pine Pulpwood Pine Sawtimber Hardwood Pulpwood Hardwood Sawtimber Total Pine Plantation 0 to 4 years (b) 269 — — — — — 5 to 9 years 199 — — — — — 10 to 14 years 182 6,789 1,816 41 — 8,646 15 to 19 years 204 10,302 5,732 127 1 16,162 20 to 24 years 185 7,557 7,782 140 3 15,482 25 to 29 years 67 2,237 4,237 83 3 6,560 30 + years 43 1,245 3,337 202 3 4,787 Total Pine Plantation 1,149 28,130 22,904 593 10 51,637 Natural Pine (Plantable) (c) 30 299 329 598 115 1,341 Natural Mixed Pine/Hardwood (d) 509 7,589 5,929 13,713 2,340 29,571 Forested Acres and Gross Inventory 1,688 36,018 29,162 14,904 2,465 82,549 Plus: Non-Forested Acres (e) 64 Gross Acres 1,752 Less: Pre-Merchantable Age Class Inventory (f) (8,709) Less: Volume in Environmentally Sensitive/Legally Restricted Areas (3,964) Merchantable Timber Inventory 69,876 (a) Table presented as of September 30, 2024 and is presented on a pro forma basis adjusted for the 91,000-acre Large Disposition in Oklahoma.
The following table provides a breakdown of our Southern timberlands acreage and estimated timber inventory by product and age class as of September 30, 2025: (volumes in thousands of SGT) Age Class Acres (000’s) Pine Pulpwood Pine Sawtimber Hardwood Pulpwood Hardwood Sawtimber Total Pine Plantation 0 to 4 years (a) 275 — — — — — 5 to 9 years 204 — — — — — 10 to 14 years 181 6,554 1,944 40 — 8,538 15 to 19 years 198 9,968 5,821 137 — 15,926 20 to 24 years 165 7,664 7,697 148 1 15,510 25 to 29 years 70 2,364 4,032 99 3 6,498 30 + years 35 918 2,412 175 3 3,508 Total Pine Plantation 1,128 27,468 21,906 599 7 49,980 Natural Pine (Plantable) (b) 22 274 324 466 96 1,160 Natural Mixed Pine/Hardwood (c) 498 7,791 7,057 12,875 2,121 29,844 Forested Acres and Gross Inventory 1,648 35,533 29,287 13,940 2,224 80,984 Plus: Non-Forested Acres (d) 67 Gross Acres 1,715 Less: Pre-Merchantable Age Class Inventory (e) (8,580) Less: Volume in Environmentally Sensitive/Legally Restricted Areas (5,243) Merchantable Timber Inventory 67,161 (a) 0 to 4 years includes clearcut acres not yet replanted.
Our revenues, operating income and cash flows are primarily derived from the following core business segments: Southern Timber, Pacific Northwest Timber, New Zealand Timber, Real Estate, and Trading. As of December 31, 2024, we owned, leased or managed approximately 2.5 million acres of timberland and real estate located in the U.S. South (1.75 million acres), U.S.
See Note 3 — Segment and Geographical Information for further discussion of our reportable segments. 1 Table of Contents CORE BUSINESS SEGMENTS Our revenues, operating income and cash flows are primarily derived from three core segments: Southern Timber, Pacific Northwest Timber, and Real Estate.
Forest Resources from March 2014 to November 2014. Mr. Long holds bachelor’s and master’s degrees in Forest Resources and Conservation from the University of Florida. April J. Tice, 51, Ms. Tice was appointed Senior Vice President and Chief Financial Officer in April 2024, having previously served as Vice President and Chief Accounting Officer since 2021.
In her current position, she acts as the Company’s principal accounting officer. 14 Table of Contents Previously, April had served as Senior Vice President and Chief Financial Officer since April 2024, having previously served as Vice President and Chief Accounting Officer since 2021. Prior to this, she served as Vice President, Financial Services and Corporate Controller.
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Pacific Northwest (308,000 acres) and New Zealand (412,000 gross acres, or 287,000 net plantable acres). In addition, we engage in the trading of logs to Pacific Rim markets, predominantly from New Zealand to support our New Zealand export operations.
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Consequently, these operations are classified as discontinued operations for all periods presented. See Note 2 — Discontinued Operations for additional information. Effective with the third quarter of 2025, we realigned our reporting segments to reflect how our chief operating decision maker (“CODM”), the Chief Executive Officer, evaluates performance and allocates capital.
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We have an added focus to maximize the value of our land portfolio by pursuing higher and better use (“HBU”) land sale opportunities. We originated as the Rainier Pulp & Paper Company founded in Shelton, Washington in 1926.
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As part of the realignment, the previously reported Trading segment’s log trading activities conducted in the U.S. South and Pacific Northwest are now reported in the respective Southern Timber or Pacific Northwest Timber segments based on geographical location for all periods presented.
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On June 27, 2014, Rayonier completed the tax-free spin-off of its Performance Fibers manufacturing business from its timberland and real estate operations, thereby becoming a “pure-play” timberland REIT. On May 8, 2020, Rayonier, L.P. acquired Pope Resources, a Delaware Limited Partnership (“Pope Resources”).
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As of December 31, 2025, we owned or leased under long-term agreements approximately 2.0 million acres of timberlands located in the U.S. South (1.69 million acres) and U.S. Pacific Northwest (307,000 acres). We also seek to maximize the value of our land portfolio by pursuing higher and better use (“HBU”) land sale opportunities.
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We are differentiated from other timberland REITs in that we do not own any manufacturing assets, which reduces volatility in our earnings and cash flow, and also enhances our ability to make nimble operational and portfolio management decisions to maximize shareholder value. • Scale in Premier Softwood Timber Markets.
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COMPANY HISTORY Founded in 1926 as the Rainier Pulp & Paper Company, we have evolved significantly through strategic transactions. Key milestones include the 2014 tax-free spin-off of our Performance Fibers manufacturing business and the 2020 acquisition of Pope Resources, a Delaware Limited Partnership (“Pope Resources”).
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OUR STRATEGY Our business strategy consists of the following key elements: • Own High-Quality Timberlands, Managed with a Long-Term Mindset. We generate recurring income and cash flow primarily from the harvest and sale of timber.
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We are a North Carolina corporation with executive offices located at 1 Rayonier Way, Wildlight, Florida 32097. Our telephone number is (904) 357-9100. RECENT DEVELOPMENTS On January 30, 2026, we completed our merger with PotlatchDeltic Corporation (“PotlatchDeltic”) in a merger-of-equals transaction.
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SEGMENT INFORMATION As of December 31, 2024, Rayonier operated in five reportable business segments: Southern Timber, Pacific Northwest Timber, New Zealand Timber, Real Estate and Trading.
Added
Under the terms of the merger agreement, PotlatchDeltic stockholders received 1.8185 Rayonier common shares and $0.61 in cash for each PotlatchDeltic share held. In connection with the closing, we issued approximately 140.9 million Rayonier common shares. This transaction significantly expands our timberland portfolio and introduces wood products manufacturing capabilities, enhancing our scale, geographic diversity, and long-term growth prospects.
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The estimate does not include volumes in restricted or environmentally sensitive areas that may not be lawfully harvested or volumes located in economically inaccessible areas.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeA significant number of other species are currently under review for possible protection under the ESA. As we gain additional information regarding the presence of threatened or endangered species on our timberlands, or if other regulations, such as those that require buffers to protect water bodies, become more restrictive, the amount of our timberlands subject to harvest restrictions could increase.
Biggest changeAs we gain additional information regarding the presence of threatened or endangered species on our timberlands, or if other regulations, such as those that require buffers to protect water bodies, become more restrictive, the amount of our timberlands subject to harvest restrictions could increase. 22 Table of Contents We formerly owned or operated or may own or acquire timberlands or properties that may require environmental remediation or otherwise be subject to environmental and other liabilities.
The ongoing level of activity in these markets is subject to fluctuation due to future changes in economic conditions, inflation, interest rates, government subsidies, credit availability, population growth, weather conditions, geopolitical tensions, the imposition of tariffs on our customers’ finished products and other factors.
The ongoing level of activity in these markets is subject to fluctuation due to future changes in economic conditions, inflation, interest rates, government subsidies, credit availability, population growth, weather conditions, geopolitical tensions, the imposition of tariffs on our and our customers’ finished products and other factors.
While we do not expect our operations to be directly impacted by these conflicts at this time, changes in the cost of ocean freight, and changes in global wood and commodity flows, especially energy commodities, could impact the markets in which we operate, which may in turn negatively impact our business, results of operations, supply chain and financial condition.
While we do not expect our operations to be directly impacted by these conflicts at this time, changes in the cost of freight, and changes in global wood and commodity flows, especially energy commodities, could impact the markets in which we operate, which may in turn negatively impact our business, results of operations, supply chain and financial condition.
In particular, we regularly test our compliance with the REIT “asset tests,” which require generally that, at the close of each calendar quarter: (1) at least 75% of the market value of our total assets must consist of REIT-qualifying interests in real property (such as timberlands), including leaseholds and options to acquire real property and leaseholds, as well as cash and cash items and certain other specified assets, (2) no more than 25% of the market value of our total assets may consist of other assets that are not qualifying assets for purposes of the 75% test in clause (1) above, and (3) no more than 20% of the market value of our total assets may consist of the securities of one or more “taxable REIT subsidiaries.” As of December 31, 2024, Rayonier is in compliance with these asset tests.
In particular, we regularly test our compliance with the REIT “asset tests,” which require generally that, at the close of each calendar quarter: (1) at least 75% of the market value of our total assets must consist of REIT-qualifying interests in real property (such as timberlands), including leaseholds and options to acquire real property and leaseholds, as well as cash and cash items and certain other specified assets, (2) no more than 25% of the market value of our total assets may consist of other assets that are not qualifying assets for purposes of the 75% test in clause (1) above, and (3) no more than 20% of the market value of our total assets may consist of the securities of one or more “taxable REIT subsidiaries.” As of December 31, 2025, Rayonier is in compliance with these asset tests.
This would 23 Table of Contents substantially reduce our cash available to pay distributions and the return on a unitholder and/or shareholder’s investment. Our cash dividends and Operating Partnership distributions are not guaranteed and may fluctuate. Generally, REITs are required to distribute 90% of their ordinary taxable income, but not their net capital gains income.
This would substantially reduce our cash available to pay distributions and the return on a unitholder and/or shareholder’s investment. 24 Table of Contents Our cash dividends and Operating Partnership distributions are not guaranteed and may fluctuate. Generally, REITs are required to distribute 90% of their ordinary taxable income, but not their net capital gains income.
Responding to these sustainability considerations involves risks and uncertainties, including those described under “Forward-Looking Statements,” requires investments and is impacted by factors that may be outside Rayonier’s control. In addition, some stakeholders may disagree with Rayonier’s initiatives and the focus of stakeholders may change and evolve over time.
Responding to these sustainability considerations involves risks and uncertainties, including those described under “Forward-Looking Statements,” requires investment and is impacted by factors that may be outside Rayonier’s control. In addition, some stakeholders may disagree with Rayonier’s initiatives and the focus of stakeholders may change and evolve over time.
In our Timber segments, the level of residential construction activity, including home repair and remodeling activity, is the primary driver of sawtimber demand. In addition, demand for logs can be affected by the demand for wood chips in the pulp and paper and engineered wood products markets, as well as the bio-energy production markets.
In our Timber and Wood Products segments, the level of residential construction activity, including home repair and remodeling activity, is the primary driver of sawtimber and finished product demand. In addition, demand for logs can be affected by the demand for wood chips in the pulp and paper and engineered wood products markets, as well as the bio-energy production markets.
Any significant failure or unavailability of third-party logging or transportation providers, or further increases in transportation rates, labor rates and/or fuel costs, may result in higher logging costs or the inability to capitalize on stronger log prices to the extent logging contractors cannot be secured at a competitive cost.
Any significant failure or unavailability of third-party logging or transportation providers, or further increases in transportation rates, labor rates and/or fuel costs, may result in higher logging and shipping costs or the inability to capitalize on stronger log and lumber prices to the extent logging and shipping contractors cannot be secured at a competitive cost.
We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information and to manage or support a variety of our business processes, including financial transactions and maintenance of records, which may include confidential information.
We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information and to manage or support a variety of our business processes, including manufacturing process controls, financial transactions and maintenance of records, which may include confidential information.
GENERAL RISK FACTORS The impacts of climate-related initiatives, at the international, U.S. federal and state levels, remain uncertain at this time. There continue to be numerous international, U.S. federal and state-level initiatives and proposals to address domestic and global climate issues.
GENERAL RISK FACTORS The impacts of climate-related initiatives, at the international, U.S. federal and state levels, remain uncertain at this time. There continue to be numerous initiatives and proposals to address global climate issues.
In addition, changes in investor interest in purchasing timberlands could reduce our ability to execute sales of non-strategic timberlands. These macroeconomic and cyclical factors impacting our operations are beyond our control and, if such conditions deteriorate, could have an adverse effect on our business. 18 Table of Contents The industries in which we operate are highly competitive.
In addition, changes in investor interest in purchasing timberlands could reduce our ability to execute sales of non-strategic timberlands. These macroeconomic and cyclical factors impacting our operations are beyond our control and, if such conditions deteriorate, could have an adverse effect on our business. The industries in which we operate are highly competitive.
Environmental Protection Agency (“EPA”) has pursued a number of initiatives that, if implemented, could impose additional operational and pollution control obligations on industrial facilities like those of Rayonier’s customers, especially in the area of air emissions and wastewater and stormwater control.
Environmental Protection Agency (“EPA”) has pursued a number of initiatives that, if implemented, could impose additional operational and pollution control obligations on industrial facilities like ours and those of our customers, especially in the area of air emissions and wastewater and stormwater control.
We lease and/or grant easements across some of our properties to third-party operators for the purpose of operating communications towers, generating renewable energy (wind and solar), operating pipelines for the transport of gases and liquids, conducting carbon capture and storage operations and exploring, extracting, developing and producing oil, gas, rock and other minerals.
Third-party operators may create environmental liabilities. We lease and/or grant easements across some of our properties to third-party operators for the purpose of operating communications towers, generating renewable energy (wind and solar), operating pipelines for the transport of gases and liquids, conducting carbon capture and storage operations and exploring, extracting, developing and producing oil, gas, rock and other minerals.
The competitive pressures relating to our Timber segments are primarily driven by quantity of product supply and quality of the timber offered by competitors in the domestic and export markets, each of which may impact pricing. With respect to our Real Estate segment, we compete with other owners of entitled and unentitled properties.
The competitive pressures relating to our Timber and Wood Products segments are primarily driven by the level of demand, quantity of product supply, and quality of the timber offered by competitors in the domestic and export markets, each of which may impact pricing. With respect to our Real Estate segment, we compete with other owners of entitled and unentitled properties.
In addition, the effects of the ongoing conflicts could heighten certain of our other known risks described herein. OPERATIONAL RISK FACTORS Weather, climate change and other natural conditions may limit our timber harvest and sales.
In addition, the effects of the ongoing conflicts could heighten certain of our other known risks described herein. 19 Table of Contents OPERATIONAL RISK FACTORS Weather, climate change and other natural conditions may limit our timber harvest and sales.
If any of our transportation providers were to fail to deliver timber supply or logs to our customers in a timely manner, or were to damage timber supply or logs during transport, we may be unable to sell it at full value, or at all.
If any of our transportation providers were to fail to deliver to our customers in a timely manner, or were to damage wood products, timber supply or logs during transport, we may be unable to sell them at full value, or at all.
Overall, it is reasonably likely that legislative and regulatory activity in this area will in some way affect Rayonier and the U.S. customers of our Southern Timber and Pacific Northwest Timber segments, but it is unclear at this time what the nature of the impact will be.
Overall, it is reasonably likely that legislative and regulatory activity in this area will in some way affect Rayonier and the U.S. customers of our Timber and Wood Products segments, but it is unclear at this time what the nature of the impact will be.
Moreover, our selling, general and administrative costs could increase. More generally, an increase in inflation and interest rates could have an adverse impact on our cost of capital, which could impact the value of our long-lived assets, our ability to economically acquire additional assets, the cost of debt and the value of our equity.
More generally, an increase in inflation and interest rates could have an adverse impact on our cost of capital, which could impact the value of our long-lived assets, our ability to economically acquire additional assets, the cost of debt and the value of our equity.
Within the U.S., most of these proposals would regulate and/or tax the production of carbon dioxide and other “greenhouse gases” to facilitate the reduction of carbon compound emissions into the atmosphere, and provide tax and other incentives to produce and use “cleaner” energy.
Many of these proposals would regulate and/or tax the production of carbon dioxide and other “greenhouse gases” to facilitate the reduction of carbon compound emissions into the atmosphere, and provide tax and other incentives to produce and use “cleaner” energy.
Energy costs are a significant operating expense for logging and hauling contractors who support us and the customers of our standing timber. A rise in energy costs could have a negative effect on the cost and availability of such contractors. Additionally, rising energy costs could have a negative impact on the cost of ocean freight for our exported products.
Energy costs are a significant operating expense for logging and hauling contractors who support us and the customers of our wood products and standing timber. A rise in energy costs could have a negative effect on the cost and availability of such contractors.
The duration and outcomes of these conflicts and their residual effects are uncertain. Global log and lumber markets have exhibited increased volatility as sanctions have been imposed on Russia by the United States, the United Kingdom and the European Union in response to Russia’s invasion of Ukraine.
Global log and lumber markets have exhibited increased volatility as sanctions have been imposed on Russia by the United States, the United Kingdom and the European Union in response to Russia’s invasion of Ukraine.
Changes in global economic conditions, such as new timber supply sources and changes in currency exchange rates, foreign interest rates and foreign and domestic trade policies, can also negatively impact demand for our timber and logs.
Changes in global economic conditions, such as new timber supply sources and changes in currency exchange rates, foreign interest rates and foreign and domestic trade policies, can also negatively impact demand for our timber, logs and wood products. For example, overseas demand can indirectly impact pricing and supply in North American timber and lumber markets.
We expect that environmental groups and interested individuals will intervene with increasing frequency in the regulatory processes in the states and countries where we own, lease or manage timberlands.
Environmental groups and interested individuals may seek to delay or prevent a variety of operations. We expect that environmental groups and interested individuals will intervene with increasing frequency in the regulatory processes in the states where we own, lease or manage timberlands.
Any failure to maintain proper function, security and availability of our information systems and those of our information technology vendors could interrupt our operations, damage our reputation, or subject us to liability claims or regulatory penalties, any one of which could materially and adversely affect our financial condition and results of operations.
Any failure to maintain proper function, security and availability of our information systems and those of our information technology vendors could interrupt our operations, damage our reputation, or subject us to liability claims or regulatory penalties, any one of which could materially and adversely affect our financial condition and results of operations. 23 Table of Contents REIT AND TAX-RELATED RISK FACTORS Loss of our REIT status would adversely affect our cash flow and stock price.
REIT AND TAX-RELATED RISK FACTORS Loss of our REIT status would adversely affect our cash flow and stock price. We intend to continue to operate in accordance with REIT requirements pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), and related U.S. Treasury regulations and administrative guidance.
We intend to continue to operate in accordance with REIT requirements pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), and related U.S. Treasury regulations and administrative guidance.
These changes may adversely affect our ability to harvest and sell timber, remediate contaminated properties and/or entitle real estate. These laws and regulations may relate to, among other things, the protection of timberlands and endangered species, recreation and aesthetics, protection and restoration of natural resources, surface water quality, timber harvesting practices, and remedial standards for contaminated property and groundwater.
These laws and regulations may relate to, among other things, the protection of timberlands and endangered species, recreation and aesthetics, protection and restoration of natural resources, surface water quality, stormwater management, air emissions, timber harvesting practices, and remedial standards for contaminated property and groundwater.
If regulatory and environmental permits are delayed, restricted or rejected, a variety of our operations could be adversely affected. We are required to seek permission from government agencies in the states and countries in which we operate to perform certain activities related to our properties. Any of these agencies could delay review of, or reject, any of our filings.
We are required to seek permission from government agencies in the states in which we operate to perform certain activities related to our properties. Any of these agencies could delay review of, or reject, any of our filings.
It is expected that the supply of qualified logging contractors will be impacted by the availability and cost of debt financing for equipment purchases as well as the limited availability of adequately trained loggers. Should demand for housing become elevated, harvest levels may further increase, placing more pressure on the existing supply of logging contractors.
It is expected that the supply of qualified logging contractors will be impacted by the availability and cost of debt financing for equipment purchases as well as the limited availability of adequately trained loggers.
In addition to intervention in regulatory proceedings, interested groups and individuals may file or threaten to file lawsuits that seek to prevent us from obtaining permits, implementing capital improvements or pursuing operating plans. Any threatened or actual lawsuit could delay harvesting on our timberlands, affect how we operate or limit our ability to modify or invest in our real estate.
In addition to intervention in regulatory proceedings, interested groups and individuals may file or threaten to file lawsuits that seek to prevent us from obtaining permits, implementing capital improvements or pursuing operating plans.
We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business.
A strike or other work stoppage in the facilities of any of our major customers or suppliers could also have similar effects on us. We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business.
In our Southern Timber, Pacific Northwest Timber and New Zealand Timber segments, any delay associated with a filing could result in a delay or restriction in replanting, thinning, insect control, fire control or harvesting, any of which could have an adverse effect on our operating results.
In our Timber segments, any delay associated with a filing could result in a delay or restriction in replanting, thinning, insect control, fire control or harvesting, any of which could have an adverse effect on our operating results. For example, in Washington State, we are required to file a Forest Practice Application for each unit of timberland to be harvested.
The rapid evolution and increased adoption of artificial intelligence technologies, by us or by third parties, may also heighten our cybersecurity risks by making 22 Table of Contents cyberattacks more difficult to prevent, detect, contain and mitigate.
Security breaches, including physical or electronic break-ins, computer viruses, attacks by hackers and similar breaches, can create system disruptions, shutdowns or unauthorized disclosure of confidential information. The rapid evolution and increased adoption of artificial intelligence technologies, by us or by third parties, may also heighten our cybersecurity risks by making cyberattacks more difficult to prevent, detect, contain and mitigate.
Large-scale developments may involve commitments from government agencies or third parties related to the delivery of infrastructure improvements (such as roads, bridges, sidewalks, water, sewer and other utilities), the certainty and timing of which are outside of our control. 19 Table of Contents Changes in the laws, or interpretation or enforcement thereof, regarding the use and development of real estate, changes in the political composition of state and local governmental bodies and the identification of new facts regarding our properties could lead to new or greater costs, delays and liabilities that could materially adversely affect our business, profitability or financial condition.
Changes in the laws, or interpretation or enforcement thereof, regarding the use and development of real estate, changes in the political composition of state and local governmental bodies and the identification of new facts regarding our properties could lead to new or greater costs, delays and liabilities that could materially adversely affect our business, profitability or financial condition.
Each property has unique attributes, but overall quantity of supply and price for residential, commercial, industrial and rural properties in the geographic areas in which we operate are the most significant competitive drivers. The markets in which our Trading segment operates are very competitive with numerous entities competing for export log supply at different ports across New Zealand.
Each property has unique attributes, but overall quantity of supply and price for residential, commercial, industrial and rural properties in the geographic areas in which we operate are the most significant competitive drivers. Our wood products are commodities that are widely available from other producers.
For example, in Washington State, we are required to file a Forest Practice Application for each unit of timberland to be harvested. These applications may be denied, conditioned or restricted by the regulatory agency. Actions by the regulatory agencies could delay or restrict timber harvest activities pursuant to these permits.
These applications may be denied, conditioned or restricted by the regulatory agency. Actions by the regulatory agencies could delay or restrict timber harvest activities pursuant to these permits. Delays or harvest restrictions on a significant number of applications could have an adverse effect on our operating results.
Our business, financial condition and results of operations could be adversely affected by disruptions in the global economy caused by the ongoing conflicts and geopolitical tensions. The global economy has been negatively impacted by the military conflicts between Russia and Ukraine, as well as in the Middle East.
The global economy has been negatively impacted by the military conflicts between Russia and Ukraine, as well as in the Middle East. The duration and outcomes of these conflicts and their residual effects are uncertain.
We depend on third parties for logging and transportation services and increases in the costs or decreases in the availability of quality service providers could adversely affect our business. Our Timber segments depend on logging and transportation services provided by third parties, both domestically and internationally, including by railroad, trucks and/or ships.
Our Timber and Wood Products segments depend on logging and transportation services provided by third parties, including by railroad, trucks and/or ships.
We continue to monitor political and regulatory developments in this area, but their overall impact on Rayonier, from a cost, benefit and financial performance standpoint, remains uncertain at this time. 24 Table of Contents Expectations relating to sustainability considerations expose Rayonier to potential liabilities, increased costs, reputational harm and other adverse effects on Rayonier’s business.
We continue to monitor political and regulatory developments in this area, but their overall impact on Rayonier, from a cost, benefit and financial performance standpoint, remains uncertain at this time. As a result of the PotlatchDeltic merger, we have assumed responsibility for qualified defined benefit pension plans that are currently underfunded.
Among the remedies that could be enforced in a lawsuit is a judgment preventing or restricting harvesting on a portion of our timberlands. 21 Table of Contents Third-party operators may create environmental liabilities.
Any threatened or actual lawsuit could delay harvesting on our timberlands, affect how we operate or limit our ability to modify or invest in our real estate and wood products manufacturing facilities. Among the remedies that could be enforced in a lawsuit is a judgment preventing or restricting harvesting on a portion of our timberlands.
Similarly, recent legislation in Oregon has resulted in the addition of significant buffers and riparian management zones adjacent to streams, which has reduced the areas within which we may harvest. Environmental laws and regulations will likely continue to become more restrictive and over time could adversely affect our business, financial condition and results of operations.
Similarly, proposed regulatory changes in Washington would result in the addition of significant buffers and riparian management zones adjacent to streams, which would reduce the areas within which we may harvest.
Such events could harm our reputation, negatively affect our customer relationships and adversely affect our business. We are subject to risks associated with doing business outside of the U.S.
Such events could harm our reputation, negatively affect our customer relationships and adversely affect our business. Our estimates of timber inventories and growth rates may be inaccurate, which could impair our ability to realize expected revenues.
Removed
Additionally, the conflict and related hostilities in the Middle East have increased the potential for disruptions to shipping in the Red Sea, affected the cost and availability of ocean freight providers and elevated US military operations in the region.
Added
Additionally, rising energy costs could have a negative impact on the cost of ocean freight for our exported products. Recent changes in U.S. trade policy have resulted in sharply higher import tariffs on goods imported from certain countries. Our wood products operations are particularly impacted, as some specialized equipment and parts are sourced from outside the U.S.
Removed
Entitlement and development of real estate are also subject to lengthy, uncertain and costly implementation processes.
Added
Higher tariffs have increased acquisition and maintenance costs, leading to greater operational expenses, supply chain disruptions, reduced margins and constraints on capital investments. Moreover, our selling, general and administrative costs could increase.
Removed
Although the majority of our customers are in the U.S., a significant portion of our sales are to end markets outside of the U.S., including China, South Korea, Japan, India, and New Zealand. The export of our products into international markets results in risks inherent in conducting business pursuant to international laws, regulations and customs.
Added
Declining demand for paper products has led to closures and curtailments of containerboard and pulp mill, reducing demand and pricing for pulpwood and wood chips in certain regions.
Removed
International sales may contribute to future growth. The risks associated with our business outside the U.S. include: • changes in and reinterpretations of the laws, regulations and enforcement priorities of the countries in which our products are sold; • responsibility to comply with anti-bribery laws such as the U.S.
Added
Historical prices for our manufactured wood products have been volatile as a result of fluctuating demand, particularly in recent years, and we have limited influence over the timing and extent of price changes for such products.
Removed
Foreign Corrupt Practices Act and similar anti-bribery laws in other jurisdictions; • trade protection laws, policies and measures and other regulatory requirements affecting trade and investment, including loss or modification of exemptions for taxes and tariffs, imposition of new tariffs and duties and import and export licensing requirements; • negative impacts from the imposition and/or threatened imposition of substantial tariffs on forest products imports into U.S. trading partner countries in connection with trade tensions between the U.S. and those countries; • business disruptions arising from public health crises and outbreaks of communicable diseases, especially in China; • business disruptions arising from geopolitical tensions, especially between China and the United States; • difficulty in establishing, staffing and managing non-U.S. operations; • product damage or losses incurred during shipping; • potentially negative consequences from changes in or interpretations of tax laws; • economic or political instability, inflation, recessions and interest rate and exchange rate fluctuations; and • uncertainties regarding non-U.S. judicial systems, rules and procedures; These risks could adversely affect our business, financial condition and results of operations. 20 Table of Contents Our estimates of timber inventories and growth rates may be inaccurate, which could impair our ability to realize expected revenues.
Added
In our timber business, our sawlog price realizations in Idaho are directly influenced by the fluctuation in lumber prices as we index a significant portion of these sawlogs under long-term supply agreements on a four-week lag to lumber prices.
Removed
Delays or harvest restrictions on a significant number of applications could have an adverse effect on our operating results. Environmental groups and interested individuals may seek to delay or prevent a variety of operations.
Added
In the Pacific Northwest and Idaho, a greater proportion of timberland is government owned than in the southern states where we operate. For more than 20 years, environmental concerns and other factors have limited timber sales by federal agencies, which historically have been major suppliers of timber to the forest products industry, particularly in the West.
Removed
We formerly owned or operated or may own or acquire timberlands or properties that may require environmental remediation or otherwise be subject to environmental and other liabilities.
Added
Recent federal and state actions – including new executive orders and increased timber sales by the Bureau of Land Management and the U.S. Forest Service – aim to expand timber harvesting on government owned lands in Idaho.
Removed
Security breaches, including physical or electronic break-ins, computer viruses, attacks by hackers and similar breaches, can create system disruptions, shutdowns or unauthorized disclosure of confidential information.
Added
Any substantial increase in federal timber sales could materially increase the regional supply of harvestable timber, depress timber prices, intensify competition, and adversely affect our results of operations and cash flows.
Added
Our financial 18 Table of Contents performance in Idaho is particularly sensitive to changes in timber supply and pricing, and future policy shifts or expanded federal harvesting could have a negative impact on our business.
Added
Because commodity products have few distinguishing properties from producer to producer, competition for these products is based primarily on price, which is determined by supply relative to demand, and competition from substitute products.
Added
Prices for our products are affected by many factors outside our control, and we have no influence over the timing and extent of market price changes, which often are volatile. Our profitability with respect to these products depends, in part, on managing our costs, particularly raw material, labor and energy costs, which represent significant components of our operating costs.
Added
These costs can fluctuate due to factors beyond our control including changes in demand, supply chain disruptions, and inflation or deflation, all of which could adversely affect our results of operations and cash flows.
Added
In addition, our wood products facilities are capital intensive, which leads to high fixed costs and generally results in continued production as long as prices are sufficient to cover variable costs. The conditions have contributed to substantial price competition, particularly during periods of reduced demand.
Added
Some of our wood products competitors may currently be lower-cost producers than we are or may benefit from weak currencies relative to the U.S. dollar and these competitors may be less adversely affected than we are by price decreases. Wood products are also subject to significant competition from a variety of substitute products, including non-wood and engineered wood products.
Added
To the extent there is a significant increase in competitive pressure from substitute products or other domestic or foreign suppliers, our business could be adversely affected. Our business, financial condition and results of operations could be adversely affected by disruptions in the global economy caused by the ongoing conflicts and geopolitical tensions.
Added
Entitlement and development of real estate are also subject to lengthy, uncertain and costly implementation processes. Large-scale developments may involve commitments from government agencies or third parties related to the delivery of infrastructure improvements (such as roads, bridges, sidewalks, water, sewer and other utilities), the certainty and timing of which are outside of our control.
Added
A material disruption at one or more of our manufacturing facilities could prevent us from meeting customer demand, reduce our sales or negatively affect our results of operations and financial condition.
Added
Any of our manufacturing facilities or machines could unexpectedly cease to operate for a number of reasons, including unscheduled maintenance outages, prolonged power failures, equipment failures, raw material shortages, equipment and maintenance part shortages, cyber events, labor difficulties or labor availability due to quarantine requirements, disruptions in the transportation infrastructure, fire, ice storms, floods, windstorms, tornadoes, hurricanes or other catastrophes, terrorism or threats of terrorism, government regulations and other operational problems.
Added
We cannot predict the duration of any such downtime or extent of facility damage. Downtime and facility damage have prevented us and could prevent us in the future from meeting customer demand for our products and/or require us to make unplanned expenditures.
Added
If one or more machines or facilities were to incur significant downtime, our ability to meet our production targets and satisfy customer demand could be impaired, resulting in lower sales and income. 20 Table of Contents We depend on third parties for logging and transportation services and increases in the costs or decreases in the availability of quality service providers could adversely affect our business.
Added
Should demand for housing become elevated, harvest levels and demand for lumber may further increase, placing more pressure on the existing supply of logging and shipping contractors.
Added
These changes may adversely affect our ability to harvest and sell timber, manufacture and sell wood products, remediate contaminated properties and/or entitle real estate.
Added
Environmental laws and regulations will likely continue to become more restrictive and over time could adversely affect our business, financial condition and results of operations. 21 Table of Contents If regulatory and environmental permits are delayed, restricted or rejected, a variety of our operations could be adversely affected.
Added
A significant number of other species are currently under review for possible protection under the ESA.
Added
Similarly, in connection with our spin-off of Clearwater Paper Corporation in 2008, the parties agreed to indemnify each other for certain specified liabilities associated with current and former pulp and paper manufacturing facilities no longer operated by us.
Added
We may be liable for presently unknown environmental liabilities at these sites either directly or derivatively should we be unable to enforce our indemnification rights or should Clearwater Paper be unable to fund any amounts of indemnification owed to us.
Added
A strike or other work stoppage, or our inability to renew collective bargaining agreements timely and on favorable terms, could adversely affect our financial results. Certain employees at one of our sawmills are covered under a collective bargaining agreement that expires in 2026.
Added
If our unionized workers were to engage in a strike or other work stoppage, or other non-unionized operations were to become unionized, we could experience a significant disruption of operations at our facilities or higher ongoing labor costs.
Added
We anticipate increases in legal and reporting requirements at the state, federal and international level regarding climate change. These evolving requirements may increase compliance costs, divert resources and create inefficiencies, particularly if timelines change, and may negatively impact our business and reputation.
Added
Following the merger, we now have a qualified defined benefit pension plan covering certain of our current and former employees which, at December 31, 2025, was 90.9% funded.
Added
Future actions involving our qualified and unqualified defined benefit and other postretirement plans, such as annuity buyouts and lump-sum payouts, could cause us to incur significant pension and postretirement settlement and curtailment charges and may require significant cash contributions to maintain a legally required funded status.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

10 edited+3 added−2 removed7 unchanged
Biggest changeTo date, no cybersecurity attack or incident, or any risk from cybersecurity threats, has materially affected or has been determined to be reasonably likely to materially affect the Company or our business strategy, results of operations, or financial condition. 25 Table of Contents GOVERNANCE Our Director of Information Technology and our Manager of IT Security, having over 45 years of combined information technology experience 1 take the lead in protecting the organization’s digital assets and sensitive information from cyber threats and manage our partnerships with the external firm that specializes in around-the-clock threat monitoring, detection, and response services and other third-party providers.
Biggest changeTo date, no cybersecurity attack or incident, or any risk from cybersecurity threats, has materially affected or has been determined to be reasonably likely to materially affect the Company or our business strategy, results of operations, or financial condition. GOVERNANCE As of December 31, 2025, the position of Director of Information Technology was vacant.
Our employees receive monthly training on data protection, threat detection, and incident response. We also provide a forum for employees to report cyber “near misses” to elevate cyber threat awareness across our organization. In the past, we have experienced targeted and non-targeted cybersecurity attacks and incidents, and we could in the future experience similar attacks.
Our employees receive monthly training on data protection, threat detection, and incident response. We also provide a forum for employees to report cyber “near misses” to elevate cyber threat awareness across our organization. In the past, we have experienced targeted and non-targeted cybersecurity attacks and incidents, and we could experience similar attacks in the future.
We also maintain processes to oversee and identify risks from cyber threats associated with our use of third-party service providers, including annual reviews of third-party SOC1 reports. Safeguarding our operations against cyber threats is a high priority.
We also maintain processes to oversee and identify risks from cyber threats associated with our use of third-party service providers, including annual reviews of third-party SOC1 reports. 26 Table of Contents Safeguarding our operations against cyber threats is a high priority.
For each Audit Committee meeting, the Director of Information Technology prepares an updated cybersecurity report, featuring key metrics and threats. Additionally, the Director of Information Technology provides an annual cybersecurity briefing to the Audit Committee. External penetration tests and process audits, conducted at regular intervals, are reported directly to the Audit Committee by our third-party firm.
For each Audit Committee meeting, the Manager of IT Security prepares an updated cybersecurity report, featuring key metrics and threats. Additionally, the Manager of IT Security provides an annual cybersecurity briefing to the Audit Committee. External penetration tests and process audits, conducted at regular intervals, are reported directly to the Audit Committee by our third-party firm.
Following the identification of a breach or incident, the Director of Information Technology reports incidents of a medium or high severity level 2 to our senior leadership team. Incidents of a high severity level are also reviewed by our Disclosure Committee to assess materiality and any disclosure obligations.
Following the identification of a breach or incident, the Manager of IT Security reports incidents of a medium or high severity level 2 to our senior leadership team. Incidents of a high severity level are also reviewed by our Disclosure Committee to assess materiality and any disclosure obligations.
All incidents are reported to the Audit Committee at the next scheduled Board meeting, and incidents of high severity level are immediately reported to the Audit Committee. The Audit Committee of our Board of Directors is responsible for overseeing cybersecurity risk management.
All incidents are reported to the Audit Committee at the next scheduled meeting, and incidents of high severity level are immediately reported to the Audit Committee. In the event of a significant incident, the matter is reported to the full Board of Directors. The Audit Committee of our Board of Directors is responsible for overseeing cybersecurity risk management.
(2) A medium severity incident level is defined as incidents that have a moderate impact on business operations or data integrity and might affect internal systems and could potentially lead to limited unauthorized access to sensitive information. A high severity incident level is defined as incidents that pose a significant threat to business operations, data integrity, or confidential information.
Prior to joining EI, he held various IT roles in support and engineering. 27 Table of Contents (2) A medium severity incident level is defined as incidents that have a moderate impact on business operations or data integrity and might affect internal systems and could potentially lead to limited unauthorized access to sensitive information.
He holds a bachelor’s degree and MBA from the University of South Carolina. Our Manager of IT Security has more than 20 years of IT experience. He joined the company in 2015 as a Systems Engineer and was promoted to his current position in 2020.
(1) Our Manager of IT Security has more than 20 years of IT experience. He joined the company in 2015 as a Systems Engineer and was promoted to his current position in 2020. Prior to joining Rayonier, he worked as an Infrastructure Engineer at Enterprise Integration (EI), a managed services provider.
Our Director of Information Technology and Manager of IT Security also report material risks from threats to our information systems to the ERM Committee. In the event of a breach or incident, our Director of Information Technology leads our response to mitigate impact and initiate the recovery processes.
In the event of a breach or incident, our Manager of IT Security assumed primary responsibility for leading our response to mitigate impact and initiate the recovery processes, given the vacancy in the Director of Information Technology position.
This level of incident may have legal, regulatory and public relations implications. 26 Table of Contents
A high severity incident level is defined as incidents that pose a significant threat to business operations, data integrity, or confidential information. This level of incident may have legal, regulatory and public relations implications. 28 Table of Contents
Removed
These comprehensive measures help the Committee remain well-informed and proactive in their oversight of cybersecurity risks. (1) Our Director of Information Technology has more than 25 years of IT experience. He joined the company in 2000 as an application developer and has held multiple positions of authority including project management and IT operations management.
Added
During this period of vacancy, our Manager of IT Security, who has over 20 years of information technology experience, 1 assumed primary responsibility for protecting the organization’s digital assets and sensitive information from cyber threats.
Removed
Prior to joining Rayonier, he worked as an Infrastructure Engineer at Enterprise Integration (EI), a managed services provider. Prior to joining EI, he held various IT roles in support and engineering.
Added
The Manager of IT Security managed our partnerships with the external firm specializing in around-the-clock threat monitoring, detection, and response services, as well as other third-party providers. Material risks from threats to our information systems are reported by the Manager of IT Security to the ERM Committee.
Added
These comprehensive measures help the Committee remain well-informed and proactive in their oversight of cybersecurity risks. Subsequent to December 31, 2025, following the completion of our merger, we appointed a Vice President & Chief Information Officer (CIO) to oversee our information technology and cybersecurity functions. The CIO’s responsibilities and governance structure will be reflected in future disclosures.

Item 2. Properties

Properties — owned and leased real estate

6 edited+2 added−5 removed0 unchanged
Biggest changeThe following table details our acres under lease as of December 31, 2024 by type of lease and estimated lease expiration: (acres in 000s) Lease Expiration Location Type of Lease Total 2025-2034 2035-2044 2045-2054 Thereafter Southern Fixed Term 79 39 34 — 6 Fixed Term with Renewal Option (a) 10 10 — — — Pacific Northwest Fixed Term (b) 3 1 1 1 — New Zealand CFL - Perpetual (c) 75 — — — 75 CFL - Fixed Term (c) 3 — — — 3 CFL - Terminating (c) 11 1 — 8 2 Forestry Right (c) 132 36 4 7 85 Fixed Term Land Leases 13 — — 2 11 Total Acres under Long-term Leases 326 87 39 18 182 (a) Includes approximately 2,000 acres of timber deeds.
Biggest change(acres in 000s) Lease Expiration Location Type of Lease Total 2026-2035 2036-2045 2046-2055 Thereafter Southern Fixed Term 51 13 32 — 6 Fixed Term with Renewal Option (a) 10 10 — — — Pacific Northwest Fixed Term (b) 2 — 1 1 — Total Acres under Long-term Leases 63 23 33 1 6 (a) Includes approximately 1,000 acres of timber deeds.
(b) Represents capitalized and expensed lease payments. (c) Primarily timber reservations acquired in the merger with Pope Resources for which no lease payments are made. (d) Excludes lump sum payments. (e) Based on the year-end foreign exchange rate. OTHER NON-TIMBERLAND LEASES See Note 16 — Leases for information on other non-timberland leases. 29 Table of Contents
(b) Represents capitalized and expensed lease payments. (c) Primarily timber reservations acquired in the merger with Pope Resources for which no lease payments are made. OTHER NON-TIMBERLAND LEASES See Note 17 — Leases for information on other non-timberland leases. 30 Table of Contents
(b) Includes adjustments for land mapping reviews. (c) Primarily timber reservations acquired in the merger with Pope Resources.
(b) Primarily timber reservations acquired in the merger with Pope Resources.
The following table details our estimated leased acres, lease expirations and lease costs over the next five years: (acres and dollars in 000s, except per acre amounts) Location 2025 2026 2027 2028 2029 Southern Leased Acres Expiring (a) 26 1 11 — — Year-end Leased Acres (a) 63 62 51 51 51 Estimated Annual Lease Cost (a)(b) $3,377 $2,780 $2,745 $2,344 $2,328 Average Lease Cost per Acre (a) $40.70 $49.15 $49.03 $51.17 $51.12 Pacific Northwest Leased Acres Expiring — — — — — Year-end Leased Acres (c) 3 3 3 3 3 New Zealand Leased Acres Expiring 1 10 — — — Year-end Leased Acres 233 223 223 223 223 Estimated Annual Lease Cost (b)(e) $4,376 $4,286 $4,284 $4,284 $4,835 Average Lease Cost per Acre (d)(e) $24.93 $24.43 $24.43 $24.43 $24.43 (a) Includes timber deeds.
The following table details our estimated leased acres, lease expirations and lease costs over the next five years: (acres and dollars in 000s, except per acre amounts) Location 2026 2027 2028 2029 2030 Southern Leased Acres Expiring (a) 1 10 — — — Year-end Leased Acres (a) 60 50 50 50 50 Estimated Annual Lease Cost (a)(b) $2,701 $2,679 $2,288 $2,272 $2,272 Average Lease Cost per Acre (a) $49.30 $49.22 $51.51 $51.46 $51.46 Pacific Northwest Leased Acres Expiring — — — — — Year-end Leased Acres (c) 2 2 2 2 2 (a) Includes timber deeds.
Item 2. PROPERTIES Our timber operations are disaggregated into three geographically distinct reporting segments: Southern Timber, Pacific Northwest Timber and New Zealand Timber.
Item 2. PROPERTIES Our continuing timber operations are disaggregated into two geographically distinct reporting segments: Southern Timber and Pacific Northwest Timber. The following table provides a breakdown of our timberland holdings as of September 30, 2025 and December 31, 2025.
(d) Represents legal acres leased by the New Zealand subsidiary, in which Rayonier has a 77% interest. 28 Table of Contents TIMBERLAND LEASES & DEEDS See Note 16 — Leases for more information on U.S. and New Zealand timberland leases including lease terms and renewal provisions.
(b) Primarily timber reservations acquired in the merger with Pope Resources. TIMBERLAND LEASES & DEEDS The following table details our acres under lease as of December 31, 2025 by type of lease and estimated lease expiration. See Note 17 — Leases for more information on U.S. timberland leases including lease terms and renewal provisions.
Removed
The following table provides a breakdown of our timberland holdings as of September 30, 2024 and December 31, 2024: (acres in 000s) As of September 30, 2024 As of December 31, 2024 Owned Leased Total Owned Leased Total Southern Alabama 250 3 253 250 3 253 Arkansas — 2 2 — 2 2 Florida 361 35 396 360 35 395 Georgia 611 50 661 611 49 660 Louisiana 146 — 146 146 — 146 Oklahoma 91 — 91 — — — South Carolina 15 — 15 15 — 15 Texas 279 — 279 279 — 279 1,753 90 1,843 1,661 89 1,750 Pacific Northwest Oregon 6 — 6 6 — 6 Washington 408 3 411 299 3 302 414 3 417 305 3 308 New Zealand (a) 178 233 411 178 234 412 Total 2,345 326 2,671 2,144 326 2,470 (a) Represents legal acres owned and leased by the New Zealand subsidiary, in which Rayonier owns a 77% interest.
Added
These amounts do not reflect any timberland holdings acquired in connection with our merger with PotlatchDeltic, which was completed after the balance sheet date on January 30, 2026: (acres in 000s) As of September 30, 2025 As of December 31, 2025 Owned Leased Total Owned Leased Total Southern Alabama 248 3 251 248 2 250 Arkansas — 1 1 — 1 1 Florida 337 30 367 336 10 346 Georgia 610 49 659 609 48 657 Louisiana 146 — 146 146 — 146 South Carolina 15 — 15 15 — 15 Texas 276 — 276 275 — 275 1,632 83 1,715 1,629 61 1,690 Pacific Northwest Oregon 6 — 6 6 — 6 Washington 299 2 301 299 2 301 305 2 307 305 2 307 Total 1,937 85 2,022 1,934 63 1,997 The following tables detail changes in our portfolio of owned and leased timberlands by state for our continuing operations from December 31, 2024 to December 31, 2025: (acres in 000s) Acres Owned December 31, 2024 Acquisitions Sales December 31, 2025 Southern Alabama 250 — (2) 248 Florida 360 — (24) 336 Georgia 611 — (2) 609 Louisiana 146 — — 146 South Carolina 15 — — 15 Texas 279 — (4) 275 1,661 — (32) 1,629 Pacific Northwest Oregon 6 — — 6 Washington 299 — — 299 305 — — 305 Total 1,966 — (32) 1,934 29 Table of Contents (acres in 000s) Acres Leased December 31, 2024 New Leases Sold/Expired Leases (a) December 31, 2025 Southern Alabama 3 — (1) 2 Arkansas 2 — (1) 1 Florida 35 — (25) 10 Georgia 49 — (1) 48 89 — (28) 61 Pacific Northwest Washington (b) 3 — (1) 2 Total 92 — (29) 63 (a) Includes acres previously under lease that have been harvested and activity for the relinquishment of leased acres.
Removed
As of December 31, 2024, legal acres in New Zealand were comprised of 287,000 plantable acres and 125,000 non-productive acres. 27 Table of Contents The following tables detail changes in our portfolio of owned and leased timberlands by state from December 31, 2023 to December 31, 2024: (acres in 000s) Acres Owned December 31, 2023 Acquisitions Sales Other (a) December 31, 2024 Southern Alabama 250 — — — 250 Florida 361 5 (6) — 360 Georgia 612 2 (3) — 611 Louisiana 147 — (1) — 146 Oklahoma 91 — (91) — — South Carolina 16 — (1) — 15 Texas 282 — (3) — 279 1,759 7 (105) — 1,661 Pacific Northwest Oregon 6 — — — 6 Washington 408 — (109) — 299 414 — (109) — 305 New Zealand (b) 188 — (10) — 178 Total 2,361 7 (224) — 2,144 (a) Includes adjustments for land mapping reviews.
Added
These amounts do not reflect any leases acquired in connection with our merger with PotlatchDeltic, which was completed after the balance sheet date on January 30, 2026.
Removed
(b) Represents legal acres owned by the New Zealand subsidiary, in which Rayonier has a 77% interest.
Removed
(acres in 000s) Acres Leased December 31, 2023 New Leases Sold/Expired Leases (a) Other (b) December 31, 2024 Southern Alabama 5 — (2) — 3 Arkansas 2 — — — 2 Florida 36 — (1) — 35 Georgia 50 — (1) — 49 93 — (4) — 89 Pacific Northwest Washington (c) 4 — (1) — 3 New Zealand (d) 233 — (3) 4 234 Total 330 — (8) 4 326 (a) Includes acres previously under lease that have been harvested and activity for the relinquishment of leased acres.
Removed
(b) Primarily timber reservations acquired in the merger with Pope Resources. (c) Estimated lease expiration / termination based on the earlier of: (1) the scheduled expiration / termination date, or (2) the estimated year of final harvest before such expiration / termination date.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed0 unchanged
Biggest changeItem 3. LEGAL PROCEEDINGS The information set forth under Note 11 — Contingencies and in Note 12 — Environmental and Natural Resource Damage Liabilities in the “Notes to Consolidated Financial Statements” under Item 8 of Part II of this report is incorporated herein by reference.
Biggest changeItem 3. LEGAL PROCEEDINGS The information set forth under Note 12 — Contingencies and in Note 13 — Environmental and Natural Resource Damage Liabilities in the “Notes to Consolidated Financial Statements” under Item 8 of Part II of this report is incorporated herein by reference.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

17 edited+1 added−1 removed3 unchanged
Biggest changeAs of December 31, 2024, there was $300.0 million, or approximately 11,494,253 shares based on the period-end closing stock price of $26.10, remaining under this program. 31 Table of Contents The following table provides information regarding our purchases of Rayonier common shares during the quarter ended December 31, 2024: Period Total Number of Shares Purchased (a) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (c) October 1 to October 31 282 $31.64 — 2,809,108 November 1 to November 30 488,094 30.10 488,017 2,291,835 December 1 to December 31 — — — 11,494,253 Total 488,376 488,017 (a) Includes 359 shares repurchased to satisfy tax withholding requirements related to the vesting of shares under the Rayonier Incentive Stock Plan in October and November.
Biggest changeAs of December 31, 2025, $229.5 million remained available for future repurchases, representing approximately 10,598,280 shares based on the period-end closing stock price of $21.65. 32 Table of Contents The following table provides information regarding our purchases of Rayonier common shares during the quarter ended December 31, 2025: Period Total Number of Shares Purchased (a) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (c) October 1 to October 31 119,565 $25.98 109,964 10,396,591 November 1 to November 30 — — — 10,331,056 December 1 to December 31 — — — 10,598,280 Total 119,565 109,964 (a) Includes 9,601 shares repurchased to satisfy tax withholding obligations arising from the vesting of shares under the Rayonier Incentive Stock Plan.
REGISTERED SALES OF EQUITY SECURITIES From time to time, the Company may issue common shares in exchange for units in the Operating Partnership. Such shares are issued based on an exchange ratio of one common share for each unit in the Operating Partnership.
REGISTERED SALES OF EQUITY SECURITIES From time to time, the Company may issue common shares in exchange for units in the Operating Partnership. Such shares are issued based on an exchange ratio of one common share for each unit, pursuant to the agreement of the Operating Partnership.
The year ended December 31, 2023 excluded an additional cash distribution of $0.20 per Redeemable Operating Partnership Unit, which was paid January 12, 2024 to holders of record on December 29, 2023. See the subsequent events section of Note 1 — Summary of Significant Accounting Policies for additional information regarding our quarterly distribution rate.
The year ended December 31, 2023 excludes an additional cash distribution of $0.20 per Redeemable Operating Partnership Unit, paid January 12, 2024, to holders of record on December 29, 2023. See the subsequent events section of Note 1 — Summary of Significant Accounting Policies for additional information regarding our quarterly distribution rate.
UNREGISTERED SALES OF EQUITY SECURITIES There were no unregistered sales of equity securities made by the Operating Partnership during the quarter ended December 31, 2024.
UNREGISTERED SALES OF EQUITY SECURITIES There were no unregistered sales of equity securities made by the Operating Partnership during the quarter ended December 31, 2025.
HOLDERS Including institutional holders, there were approximately 13 holders of record of our Operating Partnership units (other than the Company) on February 14, 2025. DISTRIBUTIONS The ordinary distribution rate on the Operating Partnership’s units is equal to the ordinary cash dividend rate on Rayonier Inc.’s common shares for dividends.
HOLDERS Including institutional holders, there were approximately 12 holders of record of our Operating Partnership units (other than the Company) on February 13, 2026. DISTRIBUTIONS The ordinary distribution rate on the Operating Partnership’s units is equal to the ordinary cash dividend rate on Rayonier Inc.’s common shares.
During the quarter ended December 31, 2024, 23,203 Operating Partnership units held by limited partners were redeemed in exchange for shares of Rayonier Common Stock. 32 Table of Contents STOCK PERFORMANCE GRAPH The following graph compares the performance of Rayonier’s common shares (assuming reinvestment of dividends) with a broad-based market index (Standard & Poor’s (“S&P”) 500), and two industry-specific indices – the S&P Global Timber and Forestry Index and the FTSE NAREIT All Equity REIT Index.
During the quarter ended December 31, 2025, 137,765 units in the Operating Partnership were redeemed by limited partners in exchange for an equal number of shares of Rayonier Common Stock. 33 Table of Contents STOCK PERFORMANCE GRAPH The following graph compares the performance of Rayonier’s common shares (assuming reinvestment of dividends) with a broad-based market index (Standard & Poor’s (“S&P”) 500), and two industry-specific indices – the S&P Global Timber and Forestry Index and the FTSE NAREIT All Equity REIT Index.
The year ended December 31, 2024 excluded an additional distribution of $1.80 per Redeemable Operating Partnership Unit, consisting of $0.45 per unit in cash and $1.35 per unit in Redeemable Operating Partnership Units, which was paid January 30, 2025 to holders of record on December 12, 2024.
The year ended December 31, 2024 excludes an additional distribution of $1.80 per Redeemable Operating Partnership Unit, paid January 30, 2025, to holders of record on December 12, 2024. This distribution consisted of $0.45 per unit in cash and $1.35 per unit in Redeemable Operating Partnership Units.
The year ended December 31, 2023 excludes an additional cash dividend of $0.20 per common share, which was paid January 12, 2024 to shareholders of record on December 29, 2023. The company intends to continue to declare ordinary cash dividends on its common shares; however, there can be no assurances as to the timing and amounts of future dividends.
The year ended December 31, 2023 excludes an additional cash dividend of $0.20 per common share, paid January 12, 2024, to shareholders of record on December 29, 2023. While the Company intends to continue declaring ordinary cash dividends, there can be no assurances as to the timing or amounts of future payments.
Repurchases may be made at management’s discretion from time to time on the open market or through privately negotiated transactions. The new repurchase program has no time limit and may be suspended for periods or discontinued at any time. There were no shares repurchased under the new repurchase program in the fourth quarter of 2024.
Repurchases may occur at management’s discretion from time to time on the open market or through privately negotiated transactions. The new repurchase program has no time limit and may be suspended for periods or discontinued at any time. During the fourth quarter of 2025, the Company repurchased 109,964 shares under this program.
See the subsequent events section of Note 1 — Summary of Significant Accounting Policies for additional information regarding our quarterly dividend rate. HOLDERS Including institutional holders, there were approximately 4,173 shareholders of record of our common shares on February 14, 2025.
See the subsequent events section of Note 1 — Summary of Significant Accounting Polici es for additional information regarding our quarterly dividend rate. HOLDERS Including institutional holders, there were approximately 5,950 shareholders of record of our common shares on February 13, 2026.
The year ended December 31, 2024 excludes an additional dividend of $1.80 per common share, consisting of a combination of cash and the Company’s common shares, which was paid January 30, 2025 to shareholders of record on December 12, 2024.
The year ended December 31, 2024 excludes an additional dividend of $1.80 per common share, paid January 30, 2025, to shareholders of record on December 12, 2024.
(c) Maximum number of shares authorized to be purchased at the end of October, November and December are based on month-end closing stock prices of $31.23, $31.87 and $26.10, respectively. Rayonier, L.P. MARKET FOR UNITS OF THE OPERATING PARTNERSHIP There is no public trading market for Operating Partnership units.
(c) The maximum number of shares authorized to be purchased under the repurchase program at the end of October, November, and December is based on the month-end closing stock prices of $22.07, $22.21 and $21.65, respectively. Rayonier, L.P. MARKET FOR UNITS OF THE OPERATING PARTNERSHIP There is no public trading market for Operating Partnership units.
The price per share surrendered is based on the closing price of the Company’s common shares on the respective vesting dates of the awards. (b) Purchases made in open-market transactions under the prior $100 million share repurchase program announced on February 10, 2016.
The repurchase price per share was based on the Company’s common share closing price on the respective vesting dates. (b) Consists of purchases made in open-market transactions under the $300 million repurchase program announced on December 2, 2024.
The data in the following table was used to create the above graph as of December 31: 2019 2020 2021 2022 2023 2024 Rayonier Inc. $100 $94 $133 $112 $118 $102 S&P 500 ® Index 100 118 152 125 158 197 S&P ® Global Timber and Forestry Index 100 118 136 107 118 111 FTSE NAREIT All Equity REIT Index 100 91 127 91 98 98
The data in the following table was used to create the above graph as of December 31: 2020 2021 2022 2023 2024 2025 Rayonier Inc. $100 $142 $119 $126 $109 $100 S&P 500 ® Index 100 129 105 133 166 196 S&P ® Global Timber and Forestry Index 100 115 90 100 94 88 FTSE NAREIT All Equity REIT Index 100 137 100 106 107 105
DIVIDENDS Common share ordinary cash dividends during the years ended December 31, 2024, 2023 and 2022 aggregated to $1.14, $1.14 and $1.125, respectively.
DIVIDENDS Common share ordinary cash dividends during the years ended December 31, 2025, 2024 and 2023 aggregated to $1.09, $1.14 and $1.14, respectively. The year ended December 31, 2025 excludes an additional dividend of $1.40 per common share, paid December 12, 2025, to shareholders of record on October 24, 2025.
During the quarter ended December 31, 2024, the Company issued 23,203 common shares in exchange for an equal number of units in the Operating Partnership pursuant to the Operating Partnership agreement.
During the quarter ended December 31, 2025, the Company issued 137,765 common shares in exchange for an equal number of units. ISSUER REPURCHASES OF EQUITY SECURITIES In December 2024, the Board of Directors authorized a $300 million share repurchase program (the “repurchase program”).
The cash component of the special dividend (other than cash paid in lieu of fractional shares) did not exceed 25% in the aggregate, with the balance paid in the Company’s common shares.
Both the 2025 and 2024 special dividends consisted of a combination of cash and the Company’s common shares, with the cash component (excluding cash for fractional shares) not exceeding 25% of the aggregate value.
Removed
ISSUER REPURCHASES OF EQUITY SECURITIES In December 2024, the Board of Directors approved the repurchase of up to $300 million of Rayonier’s common shares (the “new repurchase program”) to be made at management’s discretion. The new authorization replaced and superseded the Company’s prior $100 million share repurchase program.
Added
The year ended December 31, 2025 excludes an additional distribution of $1.40 per Redeemable Operating Partnership Unit, paid December 12, 2025, to holders of record on October 24, 2025. This distribution consisted of $0.35 per unit in cash and $1.05 per unit in Redeemable Operating Partnership Units.

Item 7. Management's Discussion & Analysis

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

99 edited+76 added−39 removed17 unchanged
Biggest change(h) Large Dispositions are defined as transactions involving the sale of productive timberland assets that exceed $20 million in size and do not reflect a demonstrable premium relative to timberland value. 53 Table of Contents The following tables provide a reconciliation of Operating Income (Loss) by segment to Adjusted EBITDA by segment for the three years ended December 31 (in millions of dollars): Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Corporate and Other Total 2024 Operating income (loss) $77.9 ($6.3) $33.5 $340.4 ($0.1) ($42.9) $402.5 Add: Costs related to disposition initiatives (a) — — — — — 1.6 1.6 Add: Restructuring charges (b) — — — — — 1.1 1.1 Add: Depreciation, depletion and amortization 73.4 31.7 20.3 13.1 — 1.8 140.2 Add: Non-cash cost of land and improved development — — — 44.4 — — 44.4 Less: Large Dispositions (c) — — — (291.1) — — (291.1) Adjusted EBITDA $151.3 $25.4 $53.8 $106.8 ($0.1) ($38.4) $298.8 2023 Operating income (loss) $76.3 ($9.0) $26.0 $156.6 $0.5 ($39.1) $211.3 Add: Depreciation, depletion and amortization 80.0 36.9 21.7 18.0 — 1.7 158.2 Add: Non-cash cost of land and improved development — — — 29.8 — — 29.8 Add: Timber write-offs resulting from casualty events (d) — — 2.3 — — — 2.3 Less: Large Dispositions (c) — — — (105.1) — — (105.1) Adjusted EBITDA $156.2 $27.9 $50.0 $99.3 $0.5 ($37.4) $296.5 2022 Operating income $96.6 $15.2 $30.6 $58.5 $0.4 ($35.5) $165.8 Add: Depreciation, depletion and amortization 60.3 48.0 23.9 13.9 — 1.3 147.3 Add: Non-cash cost of land and improved development — — — 28.4 — — 28.4 Add: Timber write-offs resulting from casualty events (d) — 0.7 — — — — 0.7 Less: Gain associated with the multi-family apartment complex sale attributable to NCI (e) — — — (11.5) — — (11.5) Less: Large Dispositions (c) — — — (16.6) — — (16.6) Adjusted EBITDA $156.9 $63.9 $54.5 $72.7 $0.4 ($34.2) $314.2 (a) Costs related to disposition initiatives include legal, advisory, and other due diligence costs incurred in connection with the Company’s asset disposition plan, which was announced in November 2023.
Biggest change(j) Large Dispositions are defined as transactions involving the sale of productive timberland assets that exceed $20 million in size and do not reflect a demonstrable premium relative to timberland value. 57 Table of Contents The following tables provide a reconciliation of Operating Income (Loss) by segment to Adjusted EBITDA by segment for the three years ended December 31 (in millions of dollars): Southern Timber Pacific Northwest Timber Real Estate Corporate and Other Total 2025 Operating income $61.1 $1.9 $62.3 ($42.0) $83.3 Depreciation, depletion and amortization 69.0 21.8 14.0 1.7 106.5 Non-cash cost of land and improved development — — 43.7 — 43.7 Costs related to the merger with PotlatchDeltic (a) — — — 6.3 6.3 Restructuring charges (b) — — — 1.1 1.1 Asset impairment charge (c) — — 7.0 — 7.0 Adjusted EBITDA $130.1 $23.7 $127.1 ($32.9) $248.0 2024 Operating income (loss) $77.9 ($6.3) $335.1 ($42.6) $364.1 Depreciation, depletion and amortization 73.4 31.7 7.0 1.8 113.9 Non-cash cost of land and improved development — — 41.4 — 41.4 Costs related to disposition initiatives (d) — — — 0.8 0.8 Restructuring charges (b) — — — 1.1 1.1 Large Dispositions (e) — — (291.1) — (291.1) Adjusted EBITDA $151.3 $25.4 $92.4 ($38.8) $230.2 2023 Operating income (loss) $76.3 ($8.7) $156.6 ($39.6) $184.7 Depreciation, depletion and amortization 80.0 36.9 18.0 1.7 136.6 Non-cash cost of land and improved development — — 29.8 — 29.8 Large Dispositions (e) — — (105.1) — (105.1) Adjusted EBITDA $156.3 $28.3 $99.3 ($37.9) $246.0 (a) Costs related to the merger with PotlatchDeltic include legal, accounting, due diligence, consulting and other costs related to the merger with PotlatchDeltic, which subsequently closed on January 30, 2026.
Total Volume) 34 % 35 % 43 % % Pine Sawtimber Volume (vs. Total Pine Volume) 43 % 46 % 34 % % Export Volume (vs.
Total Volume) 35 % 34 % 35 % % Pine Sawtimber Volume (vs. Total Pine Volume) 46 % 43 % 46 % % Export Volume (vs.
Sales from our timber segments include all activities related to the harvesting of timber and other value-added activities such as the licensing of properties for hunting, the leasing of properties for mineral extraction and cell towers, and revenue from land-based solutions such as carbon capture and storage, solar, and carbon credits.
Sales from our timber segments include all activities related to the harvesting of timber and other value-added activities such as the licensing of properties for hunting, the leasing of properties for mineral extraction and cell towers, and revenue from land-based solutions such as carbon capture and storage and solar.
An operating loss of $6.3 million versus an operating loss of $9.0 million in the prior year was driven by lower depletion rates ($2.9 million) and lower costs ($2.1 million), partially offset by lower net stumpage realizations ($1.1 million), lower non-timber income ($0.7 million), and lower volumes ($0.5 million).
An operating loss of $6.3 million versus an operating loss of $8.7 million in the prior year was driven by lower depletion rates ($2.9 million) and lower costs ($1.8 million), partially offset by lower net stumpage realizations ($1.1 million), lower non-timber income ($0.7 million), and lower volumes ($0.5 million).
(g) The year ended December 31, 2024 includes $8.0 million of net recoveries associated with legal settlements, which is partially offset by $6.0 million of pension settlement charges. The year ended December 31, 2023 includes $20.7 million of net recoveries associated with legal settlements, which is partially offset by a $2.0 million pension settlement charge.
The year ended December 31, 2024 includes $8.0 million of net recoveries associated with legal settlements, which is partially offset by $6.0 million of pension settlement charges. The year ended December 31, 2023 includes $20.7 million of net recoveries associated with legal settlements, which is partially offset by a $2.0 million pension settlement charge.
For Real Estate, price is presented net of cash closing costs. (b) For the Southern Timber segment, includes income from carbon capture and storage (“CCS”) and solar energy contracts. For the Pacific Northwest Timber segment, includes Conservation Easement sales for habitat protection in Q2 2023. For the New Zealand Timber segment, includes income from carbon credit sales.
For Real Estate, price is presented net of cash closing costs. (b) For the Southern Timber segment, includes income from carbon capture and storage (“CCS”) and solar energy contracts. For the Pacific Northwest Timber segment, includes Conservation Easement sales for habitat protection in Q2 2023.
For more information, see Governmental Regulations and Environmental Matters in Item 1 — Business , Note 1 — Summary of Significant Accounting Policies and Note 12 — Environmental and Natural Resource Damage Liabilities .
For more information, see Governmental Regulations and Environmental Matters in Item 1 — Business , Note 1 — Summary of Significant Accounting Policies , and Note 13 — Environmental and Natural Resource Damage Liabilities .
Rayonier, L.P. is a limited partnership, in which Rayonier Inc. is the general partner. The operating subsidiaries of Rayonier, L.P. conduct all of our operations. Rayonier, L.P.’s most significant assets are its interest in operating subsidiaries, which have been excluded in the table below to eliminate intercompany transactions between the issuer and guarantors and to exclude investments in non-guarantors.
Rayonier, L.P. is a limited partnership in which Rayonier Inc. is the general partner. The operating subsidiaries of Rayonier, L.P. conduct all operations. Rayonier, L.P.’s most significant assets are its interest in operating subsidiaries; however, these have been excluded from the table below to eliminate intercompany transactions between the issuer and guarantors and to exclude investments in non-guarantors.
The age at which timber is considered merchantable is reviewed periodically and updated for changing harvest practices, future harvest age profiles and biological growth factors. 35 Table of Contents Acquisitions of timberland can also affect the depletion rate.
The age at which timber is considered merchantable is reviewed periodically and updated for changing harvest practices, future harvest age profiles and biological growth factors. Acquisitions of timberland can also affect the depletion rate.
Our 2025 outlook is subject to a number of variables and uncertainties, including those discussed at Item 1A — Risk Factors . 47 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Our principal source of cash is cash flow from operations, primarily the harvesting of timber and sales of real estate.
Our 2026 outlook is subject to a number of variables and uncertainties, including those discussed at Item 1A — Risk Factors . 51 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Our principal source of cash is cash flow from operations, primarily the harvesting of timber and sales of real estate.
(h) The year ended December 31, 2024 includes a $1.2 million income tax benefit related to the pension settlement.
(f) The year ended December 31, 2024 includes a $1.2 million income tax benefit related to the pension settlement.
(e) Includes a $186.0 million increase in operating income from Large Dispositions in the current year as well as deferred revenue adjustments, builder price participation and marketing fees related Improved Development sales in addition to Conservation Easement sales and residential and commercial lease revenue.
(c) Includes a $186.0 million increase in operating income from Large Dispositions in the current year as well as deferred revenue adjustments, builder price participation, and other fees related to Improved Development sales in addition to Conservation Easement sales and residential and commercial lease revenue.
Rayonier TRS Holdings Inc., together with Rayonier Inc. and Rayonier Operating Company LLC agreed to irrevocably, fully and unconditionally guarantee jointly and severally, the obligations of Rayonier, L.P. in regards to the Senior Notes due 2031.
Rayonier TRS Holdings Inc., together with Rayonier Inc. and Rayonier Operating Company LLC agreed to irrevocably, fully and unconditionally guarantee, jointly and severally, the obligations of Rayonier, L.P. with respect to the Senior Notes due 2031.
As a general partner of Rayonier, L.P., Rayonier Inc. consolidates Rayonier, L.P. and has no material assets or liabilities other than its interest in Rayonier, L.P. These notes are unsecured and unsubordinated and will rank equally with all other unsecured and unsubordinated indebtedness from time to time outstanding.
As the general partner of Rayonier, L.P., Rayonier Inc. consolidates Rayonier, L.P. and has no material assets or liabilities other than its interest in the partnership. These notes are unsecured and unsubordinated and rank equally with all other unsecured and unsubordinated indebtedness outstanding from time to time.
(e) Includes a $252.8 million increase in Large Dispositions as well as deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to Conservation Easement sales and residential and commercial lease revenue.
(c) Includes a $252.8 million increase in Large Dispositions as well as deferred revenue adjustments, builder price participation, and other fees related to Improved Development sales in addition to Conservation Easement sales and residential and commercial lease revenue.
Factors that can impact timber volume include weather changes, losses due to natural causes, differences in actual versus estimated growth rates and changes in the age when timber is considered merchantable. A 3% company-wide change in estimated standing merchantable inventory would have caused an estimated change of approximately $6.4 million to 2024 depletion expense.
Factors that can impact timber volume include weather changes, losses due to natural causes, differences in actual versus estimated growth rates, and changes in the age when timber is considered merchantable. A 3% company-wide change in estimated standing merchantable inventory would have caused an estimated change of approximately $2.9 million to 2025 depletion expense.
As a REIT, our main use of cash is dividends on Rayonier Inc. common shares and distributions on Rayonier, L.P. units. We also use cash to maintain the productivity of our timberlands through replanting and silviculture.
As an UPREIT, our main use of cash is dividends on Rayonier Inc. common shares and distributions on Rayonier, L.P. units. We also use cash to maintain the productivity of our timberlands through replanting and silviculture.
Prior year sales and operating income included $242.2 million and $105.1 million, respectively, from Large Dispositions. Sales increased primarily due to significantly higher volumes (226,731 acres sold versus 85,618 acres sold in the prior year), partially offset by lower weighted average prices ($2,766 per acre versus $4,392 per acre in the prior year).
Prior year sales and operating income included $242.2 million and $105.1 million, respectively, from Large Dispositions. Sales increased primarily due to significantly higher volumes (213,625 acres sold versus 85,618 acres sold in the prior year), partially offset by lower weighted average prices ($2,863 per acre versus $4,392 per acre in the prior year).
Merchantable standing timber inventory is estimated by our land information services group annually, using industry-standard computer software. The inventory calculation takes into account growth, in-growth (annual transfer of oldest pre-merchantable age class into merchantable inventory), timberland sales and the annual harvest specific to each business unit.
Merchantable standing timber inventory is estimated annually by our land information services group using industry-standard software. This calculation accounts for growth, in-growth (the annual transfer of oldest pre-merchantable age class into merchantable inventory), timberland sales and the annual harvest specific to each business unit.
Our improved development projects, specifically Wildlight, our development project north of Jacksonville, Florida, and Heartwood, our development project south of Savannah, Georgia, continue to benefit from favorable migration and demographic trends, which have thus far outweighed the impacts of higher interest rates.
However, our improved development projects, Wildlight, north of Jacksonville, Florida, and Heartwood, south of Savannah, Georgia, continue to benefit from favorable migration and demographic trends, which have so far outweighed the impacts of higher interest rates.
These arrangements consist of standby letters of credit and surety bonds. As part of our ongoing operations, we also periodically issue guarantees to third parties. Off-balance sheet arrangements are not considered a source of liquidity or capital resources and do not expose us to material risks or material unfavorable financial impacts.
As part of our ongoing operations, we also periodically issue guarantees to third parties. These off-balance sheet arrangements are not considered a source of liquidity or capital resources and do not expose us to material risks or material unfavorable financial impacts.
See Note 13 — Guarantees for additional information on the letters of credit and surety bonds as of December 31, 2024. SUMMARY OF GUARANTOR FINANCIAL INFORMATION In May 2021, Rayonier, L.P. issued $450 million of 2.75% Senior Notes due 2031 (the “Senior Notes due 2031”).
See Note 14 — Guarantees for additional information on the letter of credit and surety bonds as of December 31, 2025. SUMMARY OF GUARANTOR FINANCIAL INFORMATION In May 2021, Rayonier, L.P. issued $450 million of 2.75% Senior Notes due 2031 (the “Senior Notes due 2031”).
ENVIRONMENTAL AND NATURAL RESOURCE DAMAGE LIABILITIES We determine the costs of environmental remediation for areas we have been named potentially liable parties based on evaluations of current law and existing technologies. Inherent uncertainties exist in such evaluations primarily due to unknown environmental conditions, changing governmental regulations and legal standards regarding liability and emerging remediation technologies.
ENVIRONMENTAL AND NATURAL RESOURCE DAMAGE LIABILITIES We determine the costs of environmental remediation for areas where we have been named a potentially liable party based on evaluations of current law and existing technologies. Inherent uncertainties exist in these evaluations due to unknown environmental conditions, changing governmental regulations, evolving legal standards regarding liability, and emerging remediation technologies.
See the subsequent events section of Note 1 — Summary of Significant Accounting Policies for additional information regarding our quarterly dividend and distribution rate. 50 Table of Contents Future share repurchases, if any, will depend on the Company’s liquidity and cash flow, as well as general market conditions and other considerations including capital allocation priorities.
Refer to the subsequent events section of Note 1 - Summary of Significant Accounting Policies for additional information regarding our quarterly dividend and distribution rate, as well as our merger with PotlatchDeltic. Future share repurchases, if any, will depend on the Company’s liquidity and cash flow, general market conditions, and other considerations, including capital allocation priorities.
Operating income of $77.9 million increased $1.6 million versus the prior year due to higher non-timber income ( $13.2 million ), lower depletion rates ( $1.1 million) and lower costs ( $0.1 million), partially offset by lower net stumpage realizations ($7.0 million) and lower volumes ($5.8 million) .
Operating income of $77.9 million increased $1.6 million versus the prior year due to higher non-timber income ( $13.2 million ) and lower depletion rates ( $1.1 million), partially offset by lower net stumpage realizations ($7.0 million) and lower volumes ($5.8 million) . Full-year Adjusted EBITDA of $151.3 million was $5.0 million below the prior year.
Harvest volumes decreased 7% to 6.81 million tons versus 7.31 million tons in the prior year, primarily driven by wet ground conditions that constrained production, softer demand from lumber mills, and the impact of the Large Disposition completed in the fourth quarter.
SOUTHERN TIMBER Full-year 2024 sales of $251.6 million decreased $13.5 million, or 5%, versus the prior year. Harvest volumes decreased 7% to 6.81 million tons versus 7.31 million tons in the prior year, primarily driven by wet ground conditions that constrained production, softer demand from lumber mills, and the impact of the Large Disposition completed in the fourth quarter.
(f) Includes $1.6 million of costs related to disposition initiatives and $1.1 million of restructuring charges. 44 Table of Contents Adjusted EBITDA (a) Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Corporate and Other Total 2023 $156.2 $27.9 $50.0 $99.3 $0.5 ($37.4) $296.5 Volume (11.2) (2.8) 0.3 (14.3) — — (28.0) Price (b) (7.0) (1.1) (7.9) 11.6 — — (4.4) Cost 0.1 2.1 1.1 9.0 (0.6) (1.0) 10.7 Non-timber income (c) 13.2 (0.7) 0.1 — — — 12.6 Foreign exchange (d) — — 10.2 — — — 10.2 Other (e) — — — 1.2 — — 1.2 2024 $151.3 $25.4 $53.8 $106.8 ($0.1) ($38.4) $298.8 (a) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators .
(d) Includes $0.8 million of costs related to disposition initiatives and $1.1 million of restructuring charges. 48 Table of Contents Adjusted EBITDA (a) Southern Timber Pacific Northwest Timber Real Estate Corporate and Other Total 2023 $156.3 $28.3 $99.3 ($37.9) $246.0 Volume (11.2) (2.8) (70.2) — (84.3) Price (b) (7.0) (1.1) 53.0 — 44.9 Cost — 1.8 9.1 (0.9) 10.0 Non-timber income (c) 13.2 (0.7) — — 12.5 Other (d) — — 1.2 — 1.2 2024 $151.3 $25.4 $92.4 ($38.8) $230.2 (a) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators .
We base these estimates and assumptions on historical data and trends, current fact patterns, expectations and other sources of information we believe are reasonable. Actual results may differ from these estimates.
We base these estimates and assumptions on historical data, market trends, current fact patterns, and other information we believe are reasonable under the circumstances. Actual results may differ from these estimates.
(d) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators . 38 Table of Contents Pacific Northwest Timber Overview 2024 2023 2022 Sales Volume (in thousands of tons) Pulpwood 183 216 300 Domestic Sawtimber (a) 1,007 999 1,188 Export Sawtimber 28 89 97 Total Volume 1,219 1,305 1,585 % Delivered Volume (vs.
(e) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators . 40 Table of Contents Pacific Northwest Timber Overview * 2025 2024 2023 Sales Volume (in thousands of tons) (a) Pulpwood 147 183 216 Domestic Sawtimber (b) 786 1,007 999 Export Sawtimber 1 28 89 Total Volume 933 1,219 1,305 % Delivered Volume (vs.
See Note 8 — Derivative Financial Instruments and Hedging Activities for additional information. (e) Commitments — environmental remediation represents our estimate of potential liability associated with environmental contamination and Natural Resource Damages in Port Gamble, Washington. See Note 12 — Environmental and Natural Resource Damage Liabilities for additional information. (f) Commitments — other includes other purchase obligations.
(f) Commitments — environmental remediation represents our estimate of potential liability associated with environmental contamination and Natural Resource Damages in Port Gamble, Washington. See Note 13 — Environmental and Natural Resource Damage Liabilities for additional information. (g) Commitments — other includes other purchase obligations.
Upon the acquisition of timberland, we make a determination whether to combine the newly-acquired merchantable timber with an existing depletion pool or to create a new pool. The determination is based on the geographic location of the new timber, the customers/markets that will be served and species mix. During 2024, we acquired 7,000 acres of timberlands in Florida and Georgia.
Upon the acquisition of timberland, we make a determination whether to combine the newly-acquired merchantable timber with an existing depletion pool or to create a new pool. The determination is based on the geographic location of the new timber, the customers/markets that will be served and species mix. There were no acquisitions of timberland during 2025.
As a result, our ability to make required payments on the notes depends on the performance of our operating subsidiaries and their ability to distribute funds to us. There are no material restrictions on dividends from the operating subsidiaries.
Consequently, the Company’s ability to make required payments on the notes depends on the performance of the operating subsidiaries and their ability to distribute funds. There are no material restrictions on dividends from these operating subsidiaries.
Operating Income (Loss) Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Corporate and Other Total 2023 $76.3 ($9.0) $26.0 $156.6 $0.5 ($39.1) $211.3 Volume (5.8) (0.5) 0.2 (9.3) — — (15.4) Price (a) (7.0) (1.1) (7.9) 11.6 — — (4.4) Cost 0.1 2.1 1.1 9.0 (0.6) (1.0) 10.7 Non-timber income (b) 13.2 (0.7) 0.1 — — — 12.6 Foreign exchange (c) — — 10.4 — — — 10.4 Depreciation, depletion & amortization 1.1 2.9 1.3 3.0 — (0.1) 8.2 Non-cash cost of land and improved development — — — (17.4) — — (17.4) Other — — 2.3 (d) 186.9 (e) — (2.7) (f) 186.5 2024 $77.9 ($6.3) $33.5 $340.4 ($0.1) ($42.9) $402.5 (a) For Timber segments, price reflects net stumpage realizations (i.e. net of cut and haul and shipping costs).
Operating Income (Loss) Southern Timber Pacific Northwest Timber Real Estate Corporate and Other Total 2023 $76.3 ($8.7) $156.6 ($39.6) $184.7 Volume (5.8) (0.5) (45.6) — (51.9) Price (a) (7.0) (1.1) 53.0 — 44.9 Cost — 1.8 9.1 (0.9) 10.0 Non-timber income (b) 13.2 (0.7) — — 12.5 Depreciation, depletion & amortization 1.1 2.9 1.6 (0.1) 5.5 Non-cash cost of land and improved development — — (26.5) — (26.5) Other — — 186.9 (c) (2.0) (d) 184.9 2024 $77.9 ($6.3) $335.1 ($42.6) $364.1 (a) For Timber segments, price reflects net stumpage realizations (i.e. net of cut and haul and shipping costs).
CORPORATE AND OTHER EXPENSE / ELIMINATIONS Full-year corporate and other operating expense of $42.9 million increased $3.8 million versus the prior year, primarily due to $1.6 million of costs related to disposition initiatives and $1.1 million of restructuring charges, as well as higher compensation and benefit related expenses.
Full-year Adjusted EBITDA of $92.4 million was $6.9 million below the prior year. 49 Table of Contents CORPORATE AND OTHER EXPENSE Full-year 2024 corporate and other operating expense of $42.6 million increased $3.0 million versus the prior year, primarily due to $0.8 million of costs related to disposition initiatives and $1.1 million of restructuring charges, as well as higher compensation and benefit related expenses.
(i) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators . 37 Table of Contents Southern Timber Overview 2024 2023 2022 Sales Volume (in thousands of tons) Pine Pulpwood 3,704 3,821 3,911 Pine Sawtimber 2,796 3,295 2,041 Total Pine Volume 6,500 7,116 5,952 Hardwood 309 198 331 Total Volume 6,808 7,314 6,283 % Delivered Volume (vs.
(g) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators . 39 Table of Contents Southern Timber Overview * 2025 2024 2023 Sales Volume (in thousands of tons) (a) Pine Pulpwood 3,460 3,704 3,821 Pine Sawtimber 2,973 2,796 3,295 Total Pine Volume 6,433 6,500 7,116 Hardwood 408 309 198 Total Volume 6,841 6,808 7,314 % Delivered Volume (vs.
INTEREST EXPENSE, NET Full-year interest expense of $36.9 million decreased $11.4 million versus the prior year, primarily due to lower average outstanding debt and the gain from a terminated cash flow hedge. INTEREST AND OTHER MISCELLANEOUS INCOME, NET Full-year interest and other miscellaneous income of $10.4 million decreased $10.2 million versus the prior year.
INTEREST EXPENSE, NET Full-year 2024 interest expense of $33.8 million decreased $11.4 million versus the prior year, primarily due to lower average outstanding debt and the gain from a terminated cash flow hedge.
Deferred tax expense or benefit is recognized in the financial statements according to the changes in deferred tax assets and liabilities between years. Valuation allowances are established to reduce deferred tax assets when it becomes more likely than not that such assets will not be realized. See Note 20 — Income Taxes for additional information about our unrecognized tax benefits.
Deferred tax expense or benefit is recognized in the financial statements according to the changes in deferred tax assets and liabilities between years. Valuation allowances are established to reduce deferred tax assets when it is more likely than not that such assets will not be realized.
(e) Real Estate includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to Conservation Easement sales and residential and commercial lease revenue. SOUTHERN TIMBER Full-year sales of $250.4 million decreased $13.7 million, or 5%, versus the prior year.
(d) Real Estate includes deferred revenue adjustments, builder price participation, and other fees related to Improved Development sales in addition to Conservation Easement sales and residential and commercial lease revenue. SOUTHERN TIMBER Full-year sales of $228.3 million decreased $23.3 million, or 9%, versus the prior year.
(e) The year ended December 31, 2024 includes $1.6 million of costs related to disposition initiatives and $1.1 million of restructuring charges. (f) The year ended December 31, 2024 includes a $1.6 million gain from a terminated cash flow hedge.
The year ended December 31, 2024 includes $1.1 million of restructuring charges and $0.8 million of costs related to disposition initiatives. (d) The year ended December 31, 2024 includes a $1.6 million gain from a terminated cash flow hedge. (e) The year ended December 31, 2025 includes $1.7 million of net costs associated with legal settlements.
Depletion includes the amortization of capitalized site preparation, planting and fertilization, real estate taxes, timberland lease payments and certain payroll costs. The cost basis of real estate sold includes the cost basis in land and costs directly associated with the development and construction of identified real estate projects, such as infrastructure, roadways, utilities, amenities and/or other improvements.
Depletion represents the amortization of capitalized site preparation, planting and fertilization, real estate taxes, timberland lease payments, and certain payroll costs. The cost basis of real estate sold includes land costs and direct development and construction expenses for specific projects, including infrastructure, roadways, utilities, amenities and other improvements.
Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and improved development, non-operating income and expense, costs related to disposition initiatives, restructuring charges, timber write-offs resulting from casualty events, gain associated with the multi-family apartment complex sale attributable to noncontrolling interests and Large Dispositions. 52 Table of Contents We reconcile Adjusted EBITDA to Net Income for the consolidated Company and to Operating Income (Loss) for the segments, as those are the most comparable GAAP measures for each.
Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and improved development, non-operating expense and income, income from operations of discontinued operations, gain on sale of discontinued operations, costs related to the merger with PotlatchDeltic, asset impairment charges, restructuring charges, costs related to disposition initiatives and Large Dispositions. 56 Table of Contents We reconcile Adjusted EBITDA to Net Income for the consolidated Company and to Operating Income (Loss) for the segments, as those are the most comparable GAAP measures for each.
Total Volume) 87 % 97 % 92 % % Sawtimber Volume (vs. Total Volume) 85 % 83 % 81 % % Export Volume (vs.
Total Volume) 93 % 87 % 97 % % Sawtimber Volume (vs. Total Volume) 84 % 85 % 83 % % Export Volume (vs.
At December 31, 2024, the total amount of liabilities recorded on our Consolidated Balance Sheets related to environmental contamination and Natural Resource Damages was $7.9 million. This is management’s best estimate of the costs for remediation and restoration, however, management will continue to monitor the cleanup process and make adjustments to the liability as needed.
At December 31, 2025, the total liability recorded on our Consolidated Balance Sheets for environmental contamination and Natural Resource Damages was $9.3 million. This represents management’s best estimate of remediation and restoration costs; however, we continue to monitor the cleanup process and adjust the liability as necessary.
Full-year Adjusted EBITDA of $151.3 million was $4.9 million below the prior year. PACIFIC NORTHWEST TIMBER Full-year sales of $100.8 million decreased $23.4 million, or 19%, versus the prior year. Harvest volumes decreased 7% to 1.22 million tons versus 1.31 million tons in the prior year, primarily due to the Large Dispositions completed in the region.
PACIFIC NORTHWEST TIMBER Full-year 2024 sales of $108.0 million decreased $25.3 million, or 19%, versus the prior year. Harvest volumes decreased 7% to 1.22 million tons versus 1.31 million tons in the prior year, primarily due to the Large Dispositions completed in the region.
(b) Reflects the net gain from litigation regarding insurance claims. The following table provides supplemental cash flow data for the three years ended December 31 (in millions): 2024 2023 2022 Purchase of timberlands ($22.8) ($14.1) ($458.5) Real Estate development investments (25.8) (23.1) (13.7) Distributions to noncontrolling interests in consolidated affiliates (7.1) (1.7) (19.4) 55 Table of Contents
The following table provides supplemental cash flow data for the three years ended December 31 (in millions of dollars): 2025 2024 2023 Real Estate development investments ($22.4) ($25.8) ($23.1) Distributions to noncontrolling interests in consolidated affiliates (3.1) (7.1) (1.7) Purchase of timberlands — (22.8) (14.1) 59 Table of Contents
(b) The year ended December 31, 2024 includes a $1.2 million income tax benefit related to the pension settlement. (c) The year ended December 31, 2024 includes $8.0 million of net recoveries associated with legal settlements, which is partially offset by $6.0 million of pension settlement charges.
(e) The year ended December 31, 2025 includes $1.7 million of net costs associated with legal settlements. The year ended December 31, 2024 includes $8.0 million of net recoveries associated with legal settlements, which is partially offset by $6.0 million of pension settlement charges.
As of December 31, 2024, our credit ratings from S&P and Moody’s were “BBB-” and “Baa3,” respectively, with both agencies listing our outlook as “Stable.” SUMMARY OF LIQUIDITY AND FINANCING COMMITMENTS As of December 31, (in millions of dollars) 2024 2023 2022 Cash and cash equivalents $323.2 $207.7 $114.3 Total debt (a) 1,114.8 1,372.7 1,523.1 Noncontrolling interests in the Operating Partnership 51.8 81.7 105.8 Shareholders’ equity 1,780.5 1,877.6 1,880.7 Net Income Attributable to Rayonier Inc. 359.1 173.5 107.1 Adjusted EBITDA (b) 298.8 296.5 314.2 Total capitalization (total debt plus permanent and temporary equity) 2,947.1 3,332.0 3,509.6 Debt to capital ratio 38 % 41 % 43 % Debt to Adjusted EBITDA (b) 3.7 4.6 4.8 Net debt to Adjusted EBITDA (b)(c) 2.6 3.9 4.5 Net debt to enterprise value (c)(d) 17 % 19 % 22 % (a) Total debt as of December 31, 2024, 2023 and 2022 reflects the principal on long-term debt, net of fair market value adjustments and gross of deferred financing costs and unamortized discounts of $5.6 million, $6.9 million and $8.4 million, respectively.
As of December 31, 2025, our credit ratings from S&P and Moody’s were “BBB” and “Baa3,” respectively, with both agencies listing our outlook as “Stable.” SUMMARY OF LIQUIDITY AND FINANCING COMMITMENTS As of December 31, (in millions of dollars) 2025 2024 2023 Cash and cash equivalents $842.9 $303.1 $179.7 Total debt (a) 1,050.0 1,050.0 1,300.0 Noncontrolling interests in the Operating Partnership 40.5 51.8 81.7 Shareholders’ equity 2,209.7 1,780.5 1,877.6 Net Income Attributable to Rayonier Inc. 474.4 359.1 173.5 Adjusted EBITDA (b) 248.0 230.2 246.0 Total capitalization (total debt plus permanent and temporary equity) 3,300.2 2,882.3 3,259.3 Debt to capital ratio 32 % 36 % 40 % Debt to Adjusted EBITDA (b) 4.2 4.6 5.3 Net debt to Adjusted EBITDA (b)(c) 0.8 3.2 4.6 Net debt to enterprise value (c)(d) 6 % 16 % 18 % (a) Total debt as of December 31, 2025, 2024 and 2023 reflects the principal on long-term debt and current maturities of long-term debt, gross of deferred financing costs and unamortized discounts of $4.7 million, $5.6 million and $6.9 million, respectively.
The following table contains the summarized balance sheet information for the consolidated obligor group of debt issued by Rayonier, L.P. for the two years ended December 31: (in millions) December 31, 2024 December 31, 2023 Current assets $311.9 $197.5 Non-current assets 93.1 98.8 Current liabilities 293.8 60.0 Non-current liabilities 2,341.5 2,181.6 Due to non-guarantors 1,273.3 861.5 The following table contains the summarized results of operations information for the consolidated obligor group of debt issued by Rayonier, L.P. for the two years ended December 31: (in millions) December 31, 2024 December 31, 2023 Cost and expenses ($35.4) ($32.3) Operating loss (35.4) (32.3) Net loss (60.2) (70.5) Revenue from non-guarantors 1,263.0 1,108.9 LIQUIDITY FACILITIES See Note 7 — Debt for information on liquidity facilities and other outstanding debt, as well as for information on covenants that must be met in connection with our Senior Notes due 2031, 2015 Term Loan Agreement, 2016 Incremental Term Loan Agreement, 2021 Incremental Term Loan Agreement and Revolving Credit Facility. 51 Table of Contents RESTRICTED CASH See Note 21 — Restricted Cash for further information regarding the funds deposited with a third-party intermediary and cash held in escrow.
The following table contains the summarized balance sheet information for the consolidated obligor group of debt issued by Rayonier, L.P. for the two years ended December 31: (in millions) December 31, 2025 December 31, 2024 Current assets $854.0 $311.9 Non-current assets 65.3 93.1 Current liabilities 221.2 293.8 Non-current liabilities 2,518.0 2,341.5 Due to non-guarantors 1,650.6 1,273.3 The following table contains the summarized results of operations information for the consolidated obligor group of debt issued by Rayonier, L.P. for the two years ended December 31: (in millions) December 31, 2025 December 31, 2024 Cost and expenses ($37.4) ($35.4) Operating loss (37.4) (35.4) Net loss (39.2) (60.2) Revenue from non-guarantors 593.8 1,263.0 55 Table of Contents LIQUIDITY FACILITIES See Note 8 — Debt for detailed information on our liquidity facilities and other outstanding debt, including the financial covenants associated with our Senior Notes due 2031, the 2015 Term Loan Agreement, the 2016 Incremental Term Loan Agreement, the 2021 Incremental Term Loan Agreement, and the Revolving Credit Facility.
SHARE REPURCHASES During the fourth quarter, the Company repurchased 488,017 shares at an average price of $30.10 per share, or $14.7 million in total. In December, the Company announced a new $300 million share repurchase authorization, replacing our previous $100 million share repurchase authorization.
SHARE REPURCHASES During the fourth quarter of 2024, the Company repurchased 488,017 shares at an average price of $30.10 per share, or approximately $14.7 million in total.
CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements requires us to establish accounting policies and make estimates, assumptions and judgments that affect our assets, liabilities, revenues and expenses, and to disclose contingent assets and liabilities in our Annual Report on Form 10-K.
For additional information on market conditions impacting our business, see Results of Operations . 36 Table of Contents CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements requires us to establish accounting policies and make estimates, assumptions, and judgments that affect our assets, liabilities, revenues and expenses, as well as the disclosure of contingent assets and liabilities in our Annual Report on Form 10-K.
(b) Includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue. (c) Large Dispositions are defined as transactions involving the sale of timberland that exceed $20 million in size and do not reflect a demonstrable premium relative to timberland value. (d) Excludes Large Dispositions.
(c) Large Dispositions are defined as transactions involving the sale of timberland that exceed $20 million in size and do not reflect a demonstrable premium relative to timberland value. (d) Excludes Large Dispositions. (e) Excludes Improved Development and Large Dispositions.
The following table outlines common share issuances pursuant to our ATM program (dollars in millions): Year Ended December 31, 2024 2023 Common shares issued under the ATM program — 400 Average price of common shares issued under the ATM program — $34.03 CASH FLOWS The following table summarizes our cash flows from operating, investing and financing activities for each of the three years ended December 31 (in millions of dollars): 2024 2023 2022 Total cash provided by (used for): Operating activities $261.6 $298.4 $269.2 Investing activities 354.0 124.1 (516.4) Financing activities (479.4) (328.9) (4.6) Effect of exchange rate changes on cash (1.4) (0.6) (1.9) Change in cash, cash equivalents and restricted cash $134.8 $93.0 ($253.7) CASH PROVIDED BY OPERATING ACTIVITIES Cash provided by operating activities decreased $36.8 million versus the prior year primarily due to changes in working capital and lower net recoveries on legal settlements.
No common shares were issued under the program during the years ended December 31, 2025 and 2024. 52 Table of Contents CASH FLOWS The following table summarizes our cash flows from operating, investing and financing activities for each of the three years ended December 31 (in millions of dollars): 2025 2024 2023 Total cash provided by (used for): Operating activities $256.7 $261.6 $298.4 Investing activities 615.1 354.0 124.1 Financing activities (372.9) (479.4) (328.9) Effect of exchange rate changes on cash 1.4 (1.4) (0.6) Change in cash, cash equivalents and restricted cash $500.2 $134.8 $93.0 CASH PROVIDED BY OPERATING ACTIVITIES Cash provided by operating activities decreased $4.9 million versus the prior year.
Full-year Adjusted EBITDA of $53.8 million was $3.8 million above the prior year. REAL ESTATE Full-year sales of $643.8 million increased $253.8 million versus the prior year, while operating income of $340.4 million increased $183.8 million versus the prior year. Sales and operating income in the current year included $495.0 million and $291.1 million, respectively, from Large Dispositions.
Full-year Adjusted EBITDA of $25.4 million was $2.9 million below the prior year. REAL ESTATE Full-year 2024 sales of $628.3 million increased $238.3 million versus the prior year, while operating income of $335.1 million increased $178.5 million versus the prior year. Sales and operating income in the current year included $495.0 million and $291.1 million, respectively, from Large Dispositions.
For the Pacific Northwest Timber segment, includes Conservation Easement sales for habitat protection in Q2 2023. For the New Zealand Timber segment, includes carbon credit sales. (b) Net of currency hedging impact. (c) Includes variance due to stumpage versus delivered sales. (d) Includes variance due to domestic versus export sales.
For the Pacific Northwest Timber segment, includes Conservation Easement sales for habitat protection in Q2 2023. (b) Includes variance due to stumpage versus delivered sales.
Significant long-term uses of cash include the following (in millions): Future uses of cash (in millions) Total Payments Due by Period 2025 2026-2027 2028-2029 Thereafter Long-term debt (a) $1,095.4 — $245.4 $400.0 $450.0 Current maturities of long-term debt 19.4 19.4 — — — Interest payments on long-term debt (b) 197.7 52.9 80.8 45.4 18.6 Operating leases — timberland (c) 174.5 7.8 14.2 13.6 138.9 Operating leases — PP&E, offices (c) 4.7 1.0 1.1 0.8 1.8 Commitments — real estate projects 60.5 25.7 17.2 10.1 7.5 Commitments — derivatives (d) 6.8 3.8 3.0 — — Commitments — environmental remediation (e) 7.9 4.3 1.2 0.5 1.9 Commitments — other (f) 2.8 1.3 1.0 0.1 0.4 Total $1,569.7 $116.2 $363.9 $470.5 $619.1 (a) The book value of long-term debt, net of deferred financing costs and unamortized discounts, is currently recorded at $1,089.8 million on our Consolidated Balance Sheets, but upon maturity the liability will be $1,095.4 million.
Future uses of cash (in millions) Total Payments Due by Period 2026 2027-2028 2029-2030 Thereafter Long-term debt (a) $850.0 — $200.0 $200.0 $450.0 Current maturities of long-term debt (b) 200.0 200.0 — — — Interest payments on long-term debt (c) 137.3 38.9 62.1 30.1 6.2 Operating leases — timberland (d) 21.0 2.8 5.1 3.9 9.2 Operating leases — PP&E, offices (d) 0.4 0.2 0.2 — — Commitments — real estate projects (e) 70.9 28.4 36.6 3.2 2.7 Commitments — environmental remediation (f) 9.3 3.2 2.9 0.5 2.7 Commitments — other (g) 2.6 1.1 0.9 0.1 0.5 Total $1,291.5 $274.6 $307.8 $237.8 $471.3 (a) The book value of long-term debt, net of deferred financing costs and unamortized discounts, is currently recorded at $845.3 million on our Consolidated Balance Sheets, but upon maturity the liability will be $850.0 million.
Total Volume) (b) 7 % 12 % 11 % Delivered Log Pricing (in dollars per ton) Pulpwood $29.88 $38.78 $50.83 Domestic Sawtimber 89.79 97.71 111.96 Export Sawtimber (c) 137.77 142.63 117.85 Weighted Average Log Price $81.88 $90.97 $100.50 Summary Financial Data (in millions of dollars) Timber Sales $95.2 $117.9 $156.6 Less: Cut and Haul (42.0) (56.6) (62.7) Less: Port and Freight (1.8) (5.2) (2.8) Net Stumpage Sales $51.4 $56.1 $91.1 Land-Based Solutions (d) 0.1 1.4 — Other Non-Timber Sales 5.5 4.9 5.6 Total Sales $100.8 $124.1 $162.2 Operating (Loss) Income ($6.3) ($9.0) $15.2 (+) Timber write-offs resulting from casualty events (e) — — 0.7 (+) Depreciation, depletion and amortization 31.7 36.9 48.0 Adjusted EBITDA (f) $25.4 $27.9 $63.9 Other Data Year-End Acres (in thousands) 308 418 474 Northwest Sawtimber (in dollars per MBF) (g) $660 $711 $849 (a) Includes volumes sold to third-party exporters.
Total Volume) (c) 1 % 7 % 12 % Delivered Log Pricing (in dollars per ton) (a) Pulpwood $33.65 $29.88 $38.78 Domestic Sawtimber 93.37 89.79 97.71 Export Sawtimber (d) 84.07 137.77 142.63 Weighted Average Log Price $83.96 $81.88 $90.97 Summary Financial Data (in millions of dollars) Timber Sales $76.3 $95.2 $117.9 Less: Cut and Haul (35.8) (42.0) (56.6) Less: Port and Freight — (1.8) (5.2) Net Stumpage Sales $40.5 $51.4 $56.1 Trading Sales 1.8 7.2 9.1 Land-Based Solutions (e) 0.1 0.1 1.4 Other Non-Timber Sales 5.4 5.5 4.9 Total Sales $83.6 $108.0 $133.3 Operating Income (Loss) $1.9 ($6.3) ($8.7) (+) Depreciation, depletion and amortization 21.8 31.7 36.9 Adjusted EBITDA (f) $23.7 $25.4 $28.3 Other Data Year-End Acres (in thousands) 307 308 418 Northwest Sawtimber (in dollars per MBF) (a)(g) $709 $660 $711 * Prior periods have been retrospectively adjusted for financial impacts of log trading activities in the U.S.
Other costs include amortization of capitalized costs related to road and bridge construction and software, depreciation of fixed assets and equipment, road maintenance, severance and excise taxes, fire prevention and real estate commissions and closing costs.
Other costs include amortization of capitalized road and bridge construction and software, depreciation of fixed assets and equipment, road maintenance, severance and excise taxes, fire prevention, and real estate commissions and closing costs. Our Real Estate segment is exposed to changes in interest and mortgage rates, which could negatively impact buyer demand.
Total Volume) (a) 1 % 1 % 2 % Net Stumpage Pricing (dollars per ton) (b) Pine Pulpwood $16.89 $16.78 $22.45 Pine Sawtimber 28.41 29.64 34.36 Weighted Average Pine $21.84 $22.73 $26.53 Hardwood 13.55 13.89 23.48 Weighted Average Total $21.46 $22.49 $26.37 Summary Financial Data (in millions of dollars) Timber Sales $199.4 $226.6 $236.6 Less: Cut and Haul (51.0) (58.0) (64.0) Less: Port and Freight (2.4) (4.5) (6.8) Net Stumpage Sales $146.0 $164.1 $165.8 Land-Based Solutions (c) 14.5 4.0 1.1 Other Non-Timber Sales 36.5 33.5 26.5 Total Sales $250.4 $264.1 $264.2 Operating Income $77.9 $76.3 $96.6 (+) Depreciation, depletion and amortization 73.4 80.0 60.3 Adjusted EBITDA (d) $151.3 $156.2 $156.9 Other Data Year-End Acres (in thousands) 1,750 1,852 1,919 (a) Estimated percentage of export volume, which includes volumes sold to third-party exporters in addition to direct exports through our log export program.
Total Volume) (b) — 1 % 1 % Net Stumpage Pricing (dollars per ton) (a)(c) Pine Pulpwood $13.14 $16.89 $16.78 Pine Sawtimber 26.16 28.41 29.64 Weighted Average Pine $19.16 $21.84 $22.73 Hardwood 13.72 13.55 13.89 Weighted Average Total $18.83 $21.46 $22.49 Summary Financial Data (in millions of dollars) Timber Sales $181.8 $199.4 $226.6 Less: Cut and Haul (53.4) (51.0) (58.0) Less: Port and Freight — (2.4) (4.5) Net Stumpage Sales $128.4 $146.0 $164.1 Trading Sales — 1.2 1.0 Land-Based Solutions (d) 11.2 14.5 4.0 Other Non-Timber Sales 35.3 36.5 33.5 Total Sales $228.3 $251.6 $265.1 Operating Income $61.1 $77.9 $76.3 (+) Depreciation, depletion and amortization 69.0 73.4 80.0 Adjusted EBITDA (e) $130.1 $151.3 $156.3 Other Data Year-End Acres (in thousands) 1,690 1,750 1,852 * Prior periods have been retrospectively adjusted for financial impacts of log trading activities in the U.S.
We are subject to the risk of price fluctuations in certain of our cost components, primarily logging and transportation (cut and haul), ocean freight and demurrage costs. Other major components of our cost of sales are the cost basis of timber sold (depletion) and the cost basis of real estate sold.
We are also subject to the risk of price fluctuations in key operational costs, which primarily include logging and transportation (cut and haul). Additionally, our cost of sales is significantly influenced by the cost basis of timber sold (depletion) and real estate sold.
The decrease versus the prior year is primarily due to lower net recoveries associated with legal settlements ($12.7 million) and higher pension settlement charges ($4.0 million), partially offset by higher interest income ($6.8 million) due to higher cash on hand as a result of the completed Large Dispositions.
The decrease versus the prior year is primarily due to lower net recoveries associated with legal settlements ($12.7 million) and higher pension settlement charges ($4.0 million).
These acquisitions did not have a material impact on 2024 depletion rates. IMPAIRMENT OF LONG-LIVED ASSETS We review the carrying amount of long-lived assets whenever an event or a change in circumstances indicates that the carrying value of the asset or asset group may not be recoverable through future operations.
IMPAIRMENT OF LONG-LIVED ASSETS We review the carrying amount of long-lived assets whenever an event or a change in circumstances indicates that the carrying value of the asset or asset group may not be recoverable through future operations. If we evaluate recoverability, we are required to estimate future cash flows and residual value of the asset or asset group.
(f) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators .
(e) Primarily consists of conservation easement sales for habitat protection during 2023. (f) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators .
Below is a reconciliation of Cash Provided by Operating Activities to Adjusted CAD for the three years ended December 31 (in millions): 2024 2023 2022 Cash provided by operating activities $261.6 $298.4 $269.2 Capital expenditures (a) (79.8) (81.4) (74.8) Net recovery on legal settlements (b) (8.0) (20.7) — Working capital and other balance sheet changes 9.9 (32.4) (2.9) CAD $183.7 $163.9 $191.5 Mandatory debt repayments — — — Adjusted CAD $183.7 $163.9 $191.5 Cash provided by (used for) investing activities $354.0 $124.1 ($516.4) Cash used for financing activities ($479.4) ($328.9) ($4.6) (a) Capital expenditures exclude timberland acquisitions and real estate development investments.
Below is a reconciliation of Cash Provided by Operating Activities to CAD for the three years ended December 31 (in millions of dollars): 2025 2024 2023 Cash provided by operating activities $256.7 $261.6 $298.4 Cash provided by operating activities from discontinued operations (8.9) (51.2) (51.0) Capital expenditures (a) (50.0) (62.1) (64.8) Working capital and other balance sheet changes 0.8 (7.3) (45.4) CAD $198.6 $141.0 $137.2 Cash provided by investing activities $615.1 $354.0 $124.1 Cash used for financing activities ($372.9) ($479.4) ($328.9) (a) Capital expenditures exclude timberland acquisitions and real estate development investments.
ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED See Note 1 — Summary of Significant Accounting Policies for a summary of recently issued accounting standards. 36 Table of Contents RESULTS OF OPERATIONS Summary of our results of operations for the three years ended December 31: Financial Information (in millions of dollars) 2024 2023 2022 Sales Southern Timber $250.4 $264.1 $264.2 Pacific Northwest Timber 100.8 124.1 162.2 New Zealand Timber 238.6 235.5 274.1 Real Estate Improved Development 30.8 30.7 35.4 Unimproved Development 12.4 0.1 — Rural 72.9 99.7 59.5 Timberland & Non-Strategic 16.1 3.3 11.4 Conservation Easement 1.1 — — Deferred Revenue/Other (a) 15.5 13.9 1.2 Large Dispositions 495.0 242.2 30.5 Total Real Estate 643.8 390.0 138.0 Trading 29.6 43.7 71.0 Intersegment Eliminations (0.2) (0.5) (0.4) Total Sales $1,263.0 $1,056.9 $909.1 Operating Income (Loss) Southern Timber $77.9 $76.3 $96.6 Pacific Northwest Timber (b) (6.3) (9.0) 15.2 New Zealand Timber (c) 33.5 26.0 30.6 Real Estate (d) 340.4 156.6 58.5 Trading (0.1) 0.5 0.4 Corporate and other (e) (42.9) (39.1) (35.5) Operating Income 402.5 211.3 165.8 Interest expense, net (f) (36.9) (48.3) (36.2) Interest and other miscellaneous income, net (g) 10.4 20.6 2.6 Income tax expense (h) (7.0) (5.1) (9.4) Net Income 369.0 178.5 122.8 Less: Net income attributable to noncontrolling interests in consolidated affiliates (5.0) (2.1) (13.3) Net Income Attributable to Rayonier, L.P. $364.0 $176.4 $109.5 Less: Net income attributable to noncontrolling interests in the Operating Partnership (4.9) (2.9) (2.4) Net Income Attributable to Rayonier Inc. $359.1 $173.5 $107.1 Adjusted EBITDA (i) Southern Timber $151.3 $156.2 $156.9 Pacific Northwest Timber 25.4 27.9 63.9 New Zealand Timber 53.8 50.0 54.5 Real Estate 106.8 99.3 72.7 Trading (0.1) 0.5 0.4 Corporate and other (38.4) (37.4) (34.2) Total Adjusted EBITDA (i) $298.8 $296.5 $314.2 (a) Includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue.
ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED See Note 1 — Summary of Significant Accounting Policies for a summary of recently issued accounting standards. 38 Table of Contents RESULTS OF OPERATIONS CONSOLIDATED RESULTS The following table provides key financial information by segment and on a consolidated basis for the three years ended December 31: Financial Information (in millions of dollars) 2025 2024 2023 Sales Southern Timber $228.3 $251.6 $265.1 Pacific Northwest Timber 83.6 108.0 133.3 Real Estate Improved Development 47.2 30.8 30.7 Unimproved Development 5.1 12.4 0.1 Rural 48.6 72.9 99.7 Timberland & Non-Strategic 53.5 0.6 3.3 Conservation Easement — 1.1 — Deferred Revenue/Other (a) 18.3 15.5 13.9 Large Dispositions — 495.0 242.2 Total Real Estate 172.6 628.3 390.0 Total Sales $484.5 $987.9 $788.4 Operating Income (Loss) Southern Timber $61.1 $77.9 $76.3 Pacific Northwest Timber 1.9 (6.3) (8.7) Real Estate (b) 62.3 335.1 156.6 Corporate and other (c) (42.0) (42.6) (39.6) Operating Income 83.3 364.1 184.7 Interest expense, net (d) (26.3) (33.8) (45.2) Interest income 24.3 8.2 1.8 Other miscellaneous (expense) income, net (e) (6.7) 1.3 18.3 Income tax (expense) benefit (f) (0.5) 1.1 (0.3) Income from Continuing Operations 74.1 340.9 159.3 Income from operations of discontinued operations, net of tax 1.9 28.1 19.2 Gain on sale of discontinued operations 404.4 — — Income from Discontinued Operations 406.3 28.1 19.2 Net Income 480.4 369.0 178.5 Less: Net loss (income) attributable to noncontrolling interests in consolidated affiliates 0.2 (5.0) (2.1) Net Income Attributable to Rayonier, L.P. $480.6 $364.0 $176.4 Less: Net income attributable to noncontrolling interests in the Operating Partnership (6.2) (4.9) (2.9) Net Income Attributable to Rayonier Inc. $474.4 $359.1 $173.5 Adjusted EBITDA (g) Southern Timber $130.1 $151.3 $156.3 Pacific Northwest Timber 23.7 25.4 28.3 Real Estate 127.1 92.4 99.3 Corporate and other (32.9) (38.8) (37.9) Total Adjusted EBITDA (g) $248.0 $230.2 $246.0 (a) Includes deferred revenue adjustments, builder price participation, and other fees related to Improved Development sales in addition to residential and commercial lease revenue.
Cash income tax payments in 2025 are expected to be between $6 million and $9 million, primarily due to the New Zealand subsidiary. OFF-BALANCE SHEET ARRANGEMENTS We utilize off-balance sheet arrangements to provide credit support for certain suppliers and vendors in case of their default on critical obligations, and collateral for outstanding claims under our previous workers’ compensation self-insurance programs.
OFF-BALANCE SHEET ARRANGEMENTS We utilize off-balance sheet arrangements to provide credit support for certain suppliers and vendors, in case of their default on critical obligations, and collateral for outstanding claims under our previous workers’ compensation self-insurance programs. These arrangements consist of a standby letter of credit and surety bonds.
(b) Pulpwood and sawtimber product pricing for composite stumpage sales is estimated based on market data. (c) Consists primarily of sales from carbon capture and storage (“CCS”) and solar energy contracts.
South due to the elimination of the Trading segment. (a) Excludes log trading activities. (b) Estimated percentage of export volume includes direct exports and log sales to third-party exporters. (c) Pulpwood and sawtimber product pricing for composite stumpage sales is estimated based on market data. (d) Consists primarily of sales from carbon capture and storage (“CCS”) and solar energy contracts.
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.
RESTRICTED CASH See Note 22 — Restricted Cash for further information regarding funds deposited with a third-party intermediary and cash held in escrow. 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.
CASH USED FOR FINANCING ACTIVITIES Cash used for financing activities increased $150.5 million from the prior year due to higher debt repayments ($100.0 million), higher dividends paid on common shares ($30.6 million), increases in share repurchases ($14.6 million), higher distributions to noncontrolling interests in consolidated affiliates ($5.4 million), and lower proceeds from the issuance of common shares under the incentive stock plan ($0.1 million), partially offset by lower distributions to noncontrolling interests in the Operating Partnership ($0.2 million), and lower costs associated with the issuance of common shares under the ATM Program ($0.1 million). 49 Table of Contents FUTURE USES OF CASH We expect future uses of cash to include working capital requirements, principal and interest payments on long-term debt, lease payments, capital expenditures, real estate development investments, timberland acquisitions, dividends on Rayonier Inc. common shares and distributions on Rayonier, L.P. units, distributions to noncontrolling interests, repurchases of the Company’s common shares, or other expenditures as needed.
Additionally, the current year included higher distributions to noncontrolling interests in the Operating Partnership ($0.7 million) and higher debt issuance costs ($0.8 million). 53 Table of Contents FUTURE USES OF CASH We expect future uses of cash to include working capital requirements, principal and interest payments on long-term debt, lease payments, capital expenditures, real estate development investments, timberland acquisitions, dividends on Rayonier Inc. common shares and distributions on Rayonier, L.P. units, repurchases of the Company’s common shares, or other expenditures as needed.
See Note 7 — Debt for additional information. (b) Projected interest payments for variable-rate debt were calculated based on outstanding principal amounts and interest rates as of December 31, 2024 and excludes the impact of hedging. (c) Excludes anticipated renewal options. (d) Commitments — derivatives represent payments expected to be made on derivative financial instruments (foreign exchange contracts).
(c) Projected interest payments for variable-rate debt were calculated based on outstanding principal amounts and interest rates as of December 31, 2025, excluding the impact of hedging. (d) Excludes anticipated renewal options. (e) Commitments — real estate projects primarily consists of payments expected to be made on our Wildlight and Heartwood development projects.
The year ended December 31, 2023 includes $20.7 million of net recoveries associated with legal settlements, which is partially offset by $2.0 million of pension settlement charges. (d) Costs related to disposition initiatives include legal, advisory, and other due diligence costs incurred in connection with the Company’s asset disposition plan, which was announced in November 2023.
The year ended December 31, 2023 includes $20.7 million of net recoveries associated with legal settlements, which is partially offset by a $2.0 million pension settlement charge. (f) Costs related to the merger with PotlatchDeltic include legal, accounting, due diligence, consulting and other costs related to the merger with PotlatchDeltic, which subsequently closed on January 30, 2026.
If we evaluate recoverability, we are required to estimate future cash flows and residual value of the asset or asset group. The evaluation of future cash flows requires the use of assumptions that include future economic conditions such as construction costs and sales values that may differ from actual results.
The evaluation of future cash flows requires the use of assumptions regarding future economic conditions such as construction costs and sales values that may differ from actual results. An impairment loss is recognized if the carrying amount of an asset is not recoverable and exceeds its fair value.
In addition, analysts, investors and creditors use these measures when analyzing our operating performance, financial condition and cash generating ability. Management uses Adjusted EBITDA as a performance measure and CAD as a liquidity measure. Adjusted EBITDA and CAD as defined may not be comparable to similarly titled measures reported by other companies.
Management uses Adjusted EBITDA as a performance measure and CAD as a liquidity measure. Adjusted EBITDA and CAD as defined may not be comparable to similarly titled measures reported by other companies. These non-GAAP measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP.
These non-GAAP measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP. Adjusted EBITDA is a non-GAAP measure that management uses to make strategic decisions about the business and that investors can use to evaluate the operational performance of the assets under management.
Adjusted EBITDA is a non-GAAP measure that management uses to make strategic decisions about the business and that investors can use to evaluate the operational performance of the assets under management. It excludes specific items that management believes are not indicative of the Company’s ongoing operating results.
(g) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators . 41 Table of Contents Trading Overview 2024 2023 2022 Sales Volume (in thousands of tons) U.S. 64 71 99 NZ 201 307 460 Total Volume 265 378 559 Summary Financial Data (in millions of dollars) Trading Sales $28.1 $41.9 $69.3 Non-Timber Sales 1.5 1.8 1.7 Total Sales $29.6 $43.7 $71.0 Operating (Loss) Income ($0.1) $0.5 $0.4 Adjusted EBITDA (a) ($0.1) $0.5 $0.4 (a) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators . 42 Table of Contents Capital Expenditures By Segment 2024 2023 2022 Timber Capital Expenditures (in millions of dollars) Southern Timber Reforestation, silviculture and other capital expenditures $31.9 $30.6 $24.1 Property taxes 7.5 7.3 7.1 Lease payments 2.6 2.8 3.1 Allocated overhead 6.4 5.9 4.9 Subtotal Southern Timber $48.4 $46.5 $39.3 Pacific Northwest Timber Reforestation, silviculture and other capital expenditures 8.1 10.9 10.5 Property taxes 0.5 0.9 1.1 Allocated overhead 4.7 5.6 5.2 Subtotal Pacific Northwest Timber $13.3 $17.4 $16.8 New Zealand Timber Reforestation, silviculture and other capital expenditures 8.7 8.6 10.9 Property taxes 0.8 0.8 0.8 Lease payments 5.5 4.5 4.4 Allocated overhead 2.7 2.8 2.4 Subtotal New Zealand Timber $17.7 $16.7 $18.5 Total Timber Segments Capital Expenditures $79.4 $80.5 $74.5 Real Estate 0.3 0.3 0.3 Corporate — 0.6 — Total Capital Expenditures $79.8 $81.4 $74.8 Timberland Acquisitions Southern Timber $22.8 $10.5 $457.8 Pacific Northwest Timber — 3.6 — New Zealand Timber — — 0.7 Total Timberland Acquisitions $22.8 $14.1 $458.5 Real Estate Development Investments (a) $25.8 $23.1 $13.7 (a) Represents investments in master infrastructure or entitlements in our real estate development projects.
(g) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators . 42 Table of Contents Capital Expenditures By Segment * 2025 2024 2023 Timber Capital Expenditures (in millions of dollars) Southern Timber Reforestation, silviculture and other capital expenditures $25.6 $31.9 $30.6 Property taxes 7.7 7.5 7.3 Lease payments 2.3 2.6 2.8 Allocated overhead 5.9 6.4 5.9 Subtotal Southern Timber $41.6 $48.4 $46.5 Pacific Northwest Timber Reforestation, silviculture and other capital expenditures 5.1 8.1 10.9 Property taxes 0.4 0.5 0.9 Allocated overhead 2.7 4.7 5.6 Subtotal Pacific Northwest Timber $8.3 $13.3 $17.4 Total Timber Segments Capital Expenditures $49.8 $61.7 $63.9 Real Estate 0.2 0.3 0.3 Corporate — — 0.6 Total Capital Expenditures $50.0 $62.1 $64.8 Timberland Acquisitions Southern Timber — $22.8 $10.5 Pacific Northwest Timber — — 3.6 Total Timberland Acquisitions — $22.8 $14.1 Real Estate Development Investments (a) $22.4 $25.8 $23.1 * All periods presented exclude results from our 77% New Zealand joint venture interest, which was sold on June 30, 2025 and is reflected as Discontinued Operations in the Consolidated Financial Statements.
We believe we are the second largest publicly-traded timberland REIT and one of the largest private timberland owners in the United States. Our Real Estate business manages all property sales and seeks to maximize the value of our properties that are more valuable for development, recreational or residential uses than for growing timber, and opportunistically sells non-strategic timberlands.
Our Real Estate business manages all property sales and seeks to maximize the value of our properties that are more valuable for development, recreational or residential uses than for growing timber, and opportunistically sells non-strategic timberlands. 35 Table of Contents INDUSTRY AND MARKET CONDITIONS The demand for timber is directly related to the underlying demand for pulp, paper, packaging, lumber and other wood products.
The following table provides a reconciliation of Net Income to Adjusted EBITDA for the three years ended December 31 (in millions of dollars): 2024 2023 2022 Net Income to Adjusted EBITDA Reconciliation Net Income $369.0 $178.5 $122.8 Interest, net and miscellaneous income (a) 27.8 45.9 33.2 Income tax expense (b) 7.0 5.1 9.4 Depreciation, depletion and amortization 140.2 158.2 147.3 Non-cash cost of land and improved development 44.4 29.8 28.4 Non-operating (income) expense (c) (1.3) (18.3) 0.4 Costs related to disposition initiatives (d) 1.6 — — Restructuring charges (e) 1.1 — — Timber write-offs resulting from casualty events (f) — 2.3 0.7 Gain associated with the multi-family apartment complex sale attributable to NCI (g) — — (11.5) Large Dispositions (h) (291.1) (105.1) (16.6) Adjusted EBITDA $298.8 $296.5 $314.2 (a) The year ended December 31, 2024 includes a $1.6 million gain from a terminated cash flow hedge.
The following table provides a reconciliation of Net Income to Adjusted EBITDA for the three years ended December 31 (in millions of dollars): 2025 2024 2023 Net Income to Adjusted EBITDA Reconciliation Net Income $480.4 $369.0 $178.5 Income from operations of discontinued operations, net of tax (a) (1.9) (28.1) (19.2) Gain on sale of discontinued operations (b) (404.4) — — Interest, net and miscellaneous expense (c) 2.1 25.5 43.4 Income tax expense (benefit) (d) 0.5 (1.1) 0.3 Depreciation, depletion and amortization 106.5 113.9 136.6 Non-cash cost of land and improved development 43.7 41.4 29.8 Non-operating expense (income) (e) 6.7 (1.3) (18.3) Costs related to the merger with PotlatchDeltic (f) 6.3 — — Asset impairment charge (g) 7.0 — — Restructuring charges (h) 1.1 1.1 — Costs related to disposition initiatives (i) — 0.8 — Large Dispositions (j) — (291.1) (105.1) Adjusted EBITDA $248.0 $230.2 $246.0 (a) Income from operations of discontinued operations, net of tax includes income generated by the Company's New Zealand joint venture interest, which was classified as discontinued operations prior to its June 30, 2025 disposition.
INCOME TAX EXPENSE Full-year income tax expense of $7.0 million increased $1.9 million versus the prior year as a result of higher taxable income, partially offset by a $1.2 million tax benefit associated with the pension termination and settlement. The New Zealand subsidiary is the primary driver of income tax expense.
INCOME TAX (EXPENSE) BENEFIT Full-year 2024 income tax benefit of $1.1 million versus income tax expense of $0.3 million in the prior year is primarily due to a $1.2 million tax benefit associated with the pension termination and settlement.
With a higher proportion of pulpwood, our Southern Timber segment relies heavily on downstream markets for pulp and paper, and to a lesser extent wood pellet markets. Our Pacific Northwest Timber segment relies primarily on domestic customers but also exports a modest volume of timber, particularly to China.
The majority of timber sold in our Southern Timber segment is consumed domestically. With a higher proportion of pulpwood, our Southern Timber segment relies heavily on downstream markets for pulp and paper, lumber, and to a lesser extent wood pellets.
This information includes two measures of financial results: Adjusted Earnings before Interest, Taxes, Depreciation, Depletion and Amortization (“Adjusted EBITDA”), and Cash Available for Distribution (“CAD”), which are both non-GAAP financial measures used to supplement Rayonier’s financial statements presented in accordance with GAAP.
This information includes two measures of financial results: Adjusted Earnings before Interest, Taxes, Depreciation, Depletion and Amortization (“Adjusted EBITDA”) and Cash Available for Distribution (“CAD”). These measures are not defined by GAAP, and the discussion of Adjusted EBITDA and CAD is not intended to conflict with or change any of the GAAP disclosures described above.
Our revenues, operating income and cash flows are primarily derived from the following core business segments: Southern Timber, Pacific Northwest Timber, New Zealand Timber, Real Estate and Trading. We own or lease under long-term agreements approximately 2.1 million acres of timberland and real estate in Alabama, Arkansas, Florida, Georgia, Louisiana, Oregon, South Carolina, Texas and Washington.
We own or lease under long-term agreements approximately 2.0 million acres of timberland and real estate in Alabama, Arkansas, Florida, Georgia, Louisiana, Oregon, South Carolina, Texas and Washington. Across our timberland management segments, we sell standing timber (primarily at auction to third parties) and delivered logs.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

9 edited+0 added−8 removed0 unchanged
Biggest change(c) Average daily Simple SOFR rate as of December 31, 2024 based on a 30-day look back period. 56 Table of Contents Foreign Currency Exchange Rate Risk The New Zealand subsidiary’s export sales are predominantly denominated in U.S. dollars, and therefore its cash flows are affected by fluctuations in the exchange rate between the New Zealand dollar and the U.S. dollar.
Biggest change(b) Interest rates as of December 31, 2025. (c) Average Daily Simple SOFR rate as of December 31, 2025 based on a 30-day look back period. 60 Table of Contents
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to various market risks, including changes in interest rates, commodity prices and foreign exchange rates. Our objective is to minimize the economic impact of these market risks. We use derivatives in accordance with policies and procedures approved by the Audit Committee of the Board of Directors.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to various market risks, including changes in interest rates and commodity prices. Our objective is to minimize the economic impact of these market risks. We use derivative instruments in accordance with policies and procedures approved by the Audit Committee of the Board of Directors.
Derivatives are managed by a senior executive committee whose responsibilities include initiating, managing and monitoring resulting exposures. We do not enter into financial instruments for trading or speculative purposes. Interest Rate Risk We are exposed to interest rate risk through our variable rate debt due to changes in SOFR.
These activities are managed by a senior executive committee responsible for initiating, managing and monitoring resulting exposures. We do not enter into financial instruments for trading or speculative purposes. Interest Rate Risk We are exposed to interest rate risk through our variable-rate debt, primarily driven by changes in SOFR.
Generally, the fair market value of fixed-rate debt will increase as interest rates fall and decrease as interest rates rise. A hypothetical one-percentage point increase/decrease in prevailing interest rates at December 31, 2024 would result in a corresponding decrease/increase in the fair value of our fixed rate debt of approximately $22 million and $23 million, respectively.
Generally, the fair value of fixed-rate debt increases as interest rates fall and decreases as interest rates rise. A hypothetical one-percentage point increase/decrease in prevailing interest rates at December 31, 2025, would result in a corresponding decrease/increase in the fair value of our fixed-rate debt of approximately $19 million and $20 million, respectively.
The following table summarizes our outstanding debt, interest rate swaps and average interest rates, by year of expected maturity and their fair values at December 31, 2024: (Dollars in thousands) 2025 2026 2027 2028 2029 Thereafter Total Fair Value Variable rate debt: Principal amounts — $200,000 — $200,000 $200,000 — $600,000 $600,000 Average interest rate (a)(b) — 6.30% — 6.15% 6.20% — 6.21% Fixed rate debt: Principal amounts $19,442 $22,683 $22,683 — — $450,000 $514,808 $451,584 Average interest rate (b) 2.95% 3.64% 6.48% — — 2.75% 2.96% Interest rate swaps: Notional amount — $200,000 — $200,000 $200,000 — $600,000 $49,353 Average pay rate (b) — 1.50% — 1.37% 0.67% — 1.18% Average receive rate (c) — 4.55% — 4.55% 4.55% — 4.55% (a) Excludes estimated patronage refunds.
The following table summarizes our outstanding debt, interest rate swaps, and average interest rates by year of expected maturity and their respective fair values at December 31, 2025: (Dollars in thousands) 2026 2027 2028 2029 2030 Thereafter Total Fair Value Variable-rate debt: Principal amounts $200,000 — $200,000 $200,000 — — $600,000 $600,000 Average interest rate (a)(b) 5.59% — 5.44% 5.76% — — 5.60% Fixed-rate debt: Principal amounts — — — — — $450,000 $450,000 $406,080 Average interest rate (b) — — — — — 2.75% 2.75% Interest rate swaps: Notional amount $200,000 — $200,000 $200,000 — — $600,000 $26,819 Average pay rate (b) 1.50% — 1.37% 0.67% — — 1.18% Average receive rate (c) 3.84% — 3.84% 3.84% — — 3.84% (a) Excludes estimated patronage refunds.
The estimated fair value of our fixed rate debt at December 31, 2024 was $451.6 million compared to the $514.8 million principal amount. We use interest rates of debt with similar terms and maturities to estimate the fair value of our debt.
As of December 31, 2025, the estimated fair value of our fixed-rate debt was $406.1 million, compared to a principal amount of $450.0 million. We estimate the fair value of our debt using market interest rates for debt with similar terms and maturities.
At this current borrowing and derivatives level, a hypothetical one-percentage point increase/decrease in interest rates would result in no corresponding increase/decrease in interest payments and expense over a 12-month period. The fair market value of our fixed interest rate debt is also subject to interest rate risk.
Consequently, a hypothetical one-percentage point increase/decrease in interest rates would result in no change to our interest payments or interest expense over a 12-month period. Refer to Note 9 — Derivative Financial Instruments and Hedging Activities for additional information regarding these interest rate swaps. The fair value of our fixed-rate debt is also subject to interest rate risk.
However, we use interest rate swaps to manage our exposure to interest rate movements on our term credit agreements by swapping existing and anticipated future borrowings from floating rates to fixed rates. As of December 31, 2024, we had $600 million of U.S. long-term variable rate debt outstanding on our term credit agreements.
To manage this exposure, we utilize interest rate swaps to convert existing and anticipated future floating-rate borrowings under our term credit agreements to fixed rates. As of December 31, 2025, we had $600 million of variable-rate debt outstanding, which was fully hedged by interest rate swaps with an aggregate notional amount of $600 million.
We estimate the periodic effective interest rate on our U.S. long-term fixed and variable rate debt to be approximately 2.3% after consideration of interest rate swaps and estimated patronage refunds and excluding unused commitment fees on the revolving credit facility.
We estimate the periodic effective interest rate on our combined fixed and variable-rate debt to be approximately 2.4%. This estimate accounts for the impact of interest rate swaps and the reduction in cost provided by estimated patronage, and excludes unused commitment fees related to our Revolving Credit Facility.
Removed
The notional amount of outstanding interest rate swap contracts with respect to our term credit agreements at December 31, 2024 was also $600 million.
Removed
The $200 million 2015 Term Loan Agreement matures in April 2028 and on August 1, 2024, three forward-starting interest rate swaps with a total notional amount of $200 million matured into active interest rate swaps and fixed $200 million of the outstanding principal over its remaining four-year term.
Removed
The 2016 Incremental Term Loan Agreement and associated interest rate swaps mature in May 2026, and the 2021 Incremental Term Loan Agreement and associated interest rate swaps mature in June 2029.
Removed
(b) Interest rates as of December 31, 2024.
Removed
This exposure is partially managed by a natural currency hedge, as ocean freight payments and shareholder distributions are also paid in U.S. dollars. We manage any excess foreign exchange exposure through the use of derivative financial instruments.
Removed
Foreign Exchange Exposure At December 31, 2024, the New Zealand subsidiary had foreign currency exchange contracts with a notional amount of $128 million and foreign currency option contracts with a notional amount of $132 million outstanding related to foreign export sales.
Removed
The amount hedged represents a portion of forecasted U.S. dollar denominated export timber and log trading sales proceeds over the next 36 months and next 2 months, respectively.
Removed
The following table summarizes our outstanding foreign currency exchange rate risk contracts at December 31, 2024: (Dollars in thousands) 0-1 months 1-2 months 2-3 months 3-6 months 6-12 months 12-18 months 18-24 months 24-36 months Total Fair Value Foreign exchange contracts to sell U.S. dollar for New Zealand dollar Notional amount $5,100 $3,000 $5,500 $14,000 $32,000 $23,000 $17,000 $28,000 $127,600 ($6,885) Average contract rate 1.6667 1.6918 1.6636 1.6550 1.6430 1.6490 1.6771 1.6673 1.6582 Foreign currency option contracts to sell U.S. dollar for New Zealand dollar Notional amount $4,000 $4,000 $4,000 $14,000 $24,000 $22,000 $22,000 $38,000 $132,000 ($2,164) Average strike price 1.6445 1.6455 1.6463 1.6725 1.7247 1.6544 1.6871 1.6690 1.6780 57 Table of Contents

Other RYN 10-K year-over-year comparisons