RAYONIER INC

2. DISCONTINUED OPERATIONS

On March 9, 2025, Rayonier entered into a purchase and sale agreement with Taurus Forest Holdings Limited, pursuant to which Rayonier agreed to sell its entire 77% interest in its New Zealand operations. Accordingly, in the first quarter of 2025, the financial results of the New Zealand Timber segment and the New Zealand portion of the Real Estate, Trading and Corporate segments were classified as discontinued operations in our Consolidated Statements of Income and Comprehensive Income (Loss) for all periods presented.

On June 30, 2025, we completed the sale of our New Zealand operations for a purchase price of $710 million. Net proceeds to Rayonier, after adjusting for estimated net debt, working capital, transaction costs, and other closing adjustments, were $698.6 million. We expect to receive a final purchase price adjustment of $0.7 million during the third quarter, which has been recognized as a receivable on our June 30, 2025 Consolidated Balance Sheet. In connection with the sale, we recognized a gain on disposal of discontinued operations of $404.5 million.

The following table summarizes the results of our New Zealand operations for the three and six months ended June 30, 2025 and 2024, as presented in “Income from discontinued operations” in the Consolidated Statements of Income and Comprehensive Income (Loss):

(a)The six months ended June 30, 2025 includes transaction costs of $0.2 million. The three and six months ended June 30, 2024 include transaction costs of $0.5 million, respectively.

(b)The gain on sale of discontinued operations is not subject to income tax, as it relates to a partnership interest.

The major classes of the New Zealand operation’s assets and liabilities as reported on the December 31, 2024 Balance Sheet are as follows:

The following table summarizes the depreciation, depletion and amortization, capital expenditures and non-cash cost of land sold and improved development of the Company’s discontinued operations for the three and six months ended June 30, 2025 and 2024:

3. SEGMENT AND GEOGRAPHICAL INFORMATION

As of June 30, 2025, Rayonier operated infour reportable segments: Southern Timber, Pacific Northwest Timber, Real Estate, and Trading. Prior to the first quarter of 2025, we operated infive reportable business segments, which included New Zealand Timber. On March 9, 2025, we entered into a purchase and sale agreement to sell our entire 77% interest in the New Zealand joint venture and as a result, the New Zealand operations are shown as discontinued operations for all periods presented. On June 30, 2025, we completed the sale. See Note 2 — Discontinued Operationsfor additional information.

Sales between operating segments are made based on estimated fair market value, and intercompany sales, purchases and profits (losses) are eliminated in consolidation. Our chief operating decision maker (“CODM”), the Chief Executive Officer, evaluates segment operating performance based on Adjusted Earnings before Interest, Taxes, Depreciation, Depletion and Amortization (“Adjusted EBITDA”) to make decisions about allocating resources and assessing performance. Total assets by segment are not used by the CODM to assess the performance of or allocate resources to the segments, therefore total assets by segment are not disclosed.

Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and improved development, non-operating expense, income (loss) from operations of discontinued operations, gain on sale of discontinued operations, restructuring charges, costs related to disposition initiatives and Large Dispositions.

We believe that Operating income (loss), as defined by U.S. GAAP, is the most appropriate earnings measurement with which to reconcile Adjusted EBITDA. Adjusted EBITDA should not be considered as an alternative to Operating income (loss) as determined in accordance with U.S. GAAP. Operating income (loss) as presented in the Consolidated Statements of Income and Comprehensive Income (Loss) is equal to segment income.

The following tables summarize the segment information for the three and six months ended June 30, 2025 and 2024:

(b)Costs related to disposition initiatives include legal, advisory, and other due diligence costs incurred in connection with our asset disposition plan, which was announced in November 2023. Costs related to disposition initiatives are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating expense, net.”

(c)Non-operating expense includes $1.1 million of net costs associated with legal settlements. Net costs associated with legal settlements are recorded within the Consolidated Statements of Income (Loss) under the caption “Other miscellaneous expense, net.”

(b)Restructuring charges include severance costs related to workforce optimization initiatives. Restructuring charges are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating expense, net.”

(c)Non-operating expense includes $1.7 million of net costs associated with legal settlements. Net costs associated with legal settlements are recorded within the Consolidated Statements of Income (Loss) under the caption “Other miscellaneous expense, net.”

(b)Costs related to disposition initiatives include legal, advisory, and other due diligence costs incurred in connection with our asset disposition plan, which was announced in November 2023. Costs related to disposition initiatives are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating expense, net.”

(c)Non-operating expense includes $5.7 million of pension settlement charges and $2.4 million of net costs associated with legal settlements. Pension settlement charges and net costs associated with legal settlements are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other miscellaneous expense, net.”

4. REVENUE

PERFORMANCE OBLIGATIONS

We recognize revenue when control of promised goods or services (“performance obligations”) is transferred to customers, in an amount that reflects the consideration expected in exchange for those goods or services (“transaction price”). Unsatisfied performance obligations as of June 30, 2025 are primarily due to advances on stumpage contracts, unearned license revenue and unearned carbon capture and storage revenue. Of these performance obligations, $32.6 million is expected to be recognized within the next twelve months, with the remaining $11.8 million expected to be recognized thereafter as we satisfy our performance obligations. We generally collect payment within a year of satisfying performance obligations and therefore have elected not to adjust revenues for a financing component.

CONTRACT BALANCES

The timing of revenue recognition, invoicing and cash collections results in trade receivables and deferred revenue (contract liabilities) on the Consolidated Balance Sheets. Trade receivables are recorded when we have an unconditional right to consideration for completed performance under a contract. Contract liabilities relate to payments received in advance of performance under a contract and are recognized as revenue as, or when, we perform under a contract.

The following table summarizes revenue recognized during the three and six months ended June 30, 2025 and 2024 that was included in the contract liability balance at the beginning of each year:

The following tables present our revenue from contracts with customers disaggregated by product type for the three and six months ended June 30, 2025 and 2024:

(a) Consists primarily of sales from carbon capture and storage (“CCS”) and solar energy contracts.

(b) Includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales.

(a) Consists primarily of sales from carbon capture and storage (“CCS”) and solar energy contracts.

(b) Includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales.

The following tables present our timber sales disaggregated by contract type for the three and six months ended June 30, 2025 and 2024:

5. NONCONTROLLING INTERESTS

NONCONTROLLING INTERESTS IN CONSOLIDATED AFFILIATES

Matariki Forestry Group

Prior to the sale of our New Zealand operations on June 30, 2025, we maintained a 77% controlling financial interest in Matariki Forestry Group (the “New Zealand subsidiary”), a joint venture that owns and leases New Zealand timberland. Accordingly, we consolidated the New Zealand subsidiary’s balance sheet and results of operations. Income attributable to the New Zealand subsidiary’s 23% noncontrolling interests is reflected as an adjustment to income in our Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Net income attributable to noncontrolling interests in consolidated affiliates.”

Due to the sale of the New Zealand subsidiary, we have deconsolidated its balance sheet as of June 30, 2025, and its income (loss) has been classified as discontinued operations in our Consolidated Statements of Income and Comprehensive Income (Loss) for all periods presented. See Note 2 — Discontinued Operations for additional information.

NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP

Noncontrolling interests in the Operating Partnership relate to the third-party ownership of Redeemable Operating Partnership Units. Net income attributable to the noncontrolling interests in the Operating Partnership is computed by applying the weighted average Redeemable Operating Partnership Units outstanding during the period as a percentage of the weighted average total units outstanding to the Operating Partnership’s net income for the period. If a noncontrolling unitholder redeems a unit for a registered common share of Rayonier or cash, the noncontrolling interests in the Operating Partnership will be reduced and the Company’s share in the Operating Partnership will be increased by the fair value of each security at the time of redemption.

The following table sets forth the Company’s noncontrolling interests in the Operating Partnership:

(a)Reflects the issuance of Redeemable Operating Partnership Units related to the Company’s special distribution of $1.80 per Operating Partnership unit, paid on January 30, 2025, to holders of record as of December 12, 2024. This distribution comprised a combination of cash and Redeemable Operating Partnership Units.

6. EARNINGS (LOSS) PER SHARE AND PER UNIT

Basic earnings (loss) per common share (“EPS”) is calculated by dividing net income attributable to Rayonier Inc. by the weighted average number of common shares outstanding. Diluted EPS is calculated by dividing net income attributable to Rayonier Inc., before net income attributable to noncontrolling interests (“NCI”) in the Operating Partnership by the weighted average number of common shares outstanding adjusted to include the potentially dilutive effect of outstanding stock options, performance shares, restricted shares, restricted stock units, noncontrolling interests in Operating Partnership units and contingently issuable shares and units.

The following table provides details of the calculation of basic earnings (loss) per common share of the Company:

The following table provides details of the calculation of diluted earnings (loss) per common share of the Company:

(a)For the three and six months ended June 30, 2024, net income (loss) attributable to NCI in the Operating Partnership was included in the numerator for diluted earnings (loss) attributable to Rayonier Inc. due to a loss from continuing operations.

(b)For the three and six months ended June 30, 2024, the effect of stock options, performance shares, restricted shares, restricted stock units, and incremental shares related to NCI in Operating Partnership units that are normally dilutive for purposes of calculating diluted earnings (loss) per common share were considered anti-dilutive and excluded from the denominator due to a loss from continuing operations.

Basic earnings (loss) per unit (“EPU”) is calculated by dividing net income available to unitholders of Rayonier, L.P. by the weighted average number of units outstanding. Diluted EPU is calculated by dividing net income available to unitholders of Rayonier, L.P. by the weighted average number of units outstanding adjusted to include the potentially dilutive effect of outstanding unit equivalents, including stock options, performance shares, restricted shares, restricted stock units and contingently issuable shares and units.

The following table provides details of the calculation of basic earnings (loss) per unit of the Operating Partnership:

The following table provides details of the calculation of diluted earnings (loss) per unit of the Operating Partnership:

(a)For the three and six months ended June 30, 2024, the effect of stock options, performance shares, restricted shares, and restricted stock units that are normally dilutive for purposes of calculating diluted earnings (loss) per unit were considered anti-dilutive and excluded from the denominator due to a loss from continuing operations.