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RAYONIER INC

For the period ended Sep 30, 2025. Filed Nov 7, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 7, 2025

RYN$21.55-1.6%Stored close · as of Nov 6, 2026
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NOTE

  1. 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, former 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 received a final purchase price adjustment of $0.7 million during the third quarter, which was 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 nine months ended September 30, 2025 and 2024, as presented in “Income from discontinued operations” in the Consolidated Statements of Income and Comprehensive Income (Loss):

Three Months Ended September 30,Nine Months EndedSeptember 30,
2025202420252024
Sales—$70,891$109,332$199,254
Costs and Expenses
Cost of sales—(60,870)(102,050)(172,298)
Other operating expense, net (a)—(1,247)(3,400)(2,710)
—(62,117)(105,450)(175,008)
Operating income from discontinued operations—8,7743,88224,246
Interest expense, net—(812)(1,508)(2,390)
Interest income—265202777
Income from operations of discontinued operations before income taxes—8,2272,57622,633
Income tax expense—(25)(693)(684)
Income from operations of discontinued operations, net of tax—8,2021,88321,949
Gain on sale of discontinued operations (b)——404,463—
Income from discontinued operations—8,202406,34621,949
Less: Net income from discontinued operations attributable to noncontrolling interests in the Operating Partnership—(93)(5,375)(256)
Less: Net (income) loss from discontinued operations attributable to noncontrolling interests in consolidated affiliates—(1,303)192(3,362)
Net income from discontinued operations attributable to Rayonier Inc.—$6,806$401,163$18,331

(a)The nine months ended September 30, 2025 includes transaction costs of $0.2 million. The three and nine months ended September 30, 2024 include transaction costs of $0.2 million and $0.7 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:

ASSETS
CURRENT ASSETS
Cash and cash equivalents$20,093
Trade receivables, less allowance for doubtful accounts of $018,935
Inventory1,462
Prepaid expenses6,206
Other current assets624
Total current assets47,320
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION339,724
PROPERTY, PLANT AND EQUIPMENT
Buildings1,707
Machinery and equipment171
Total property, plant and equipment, gross1,878
Less — accumulated depreciation(935)
Total property, plant and equipment, net943
RIGHT-OF-USE ASSETS64,082
OTHER ASSETS23,850
TOTAL ASSETS$475,919
LIABILITIES
CURRENT LIABILITIES
Accounts payable$9,145
Current maturities of long-term debt, net19,442
Accrued taxes2,399
Accrued payroll and benefits793
Other current liabilities15,556
Total current liabilities47,335
LONG-TERM DEBT, NET45,360
LONG-TERM LEASE LIABILITY60,038
OTHER NON-CURRENT LIABILITIES65,443
TOTAL LIABILITIES$218,176

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 nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,Nine Months EndedSeptember 30,
2025202420252024
Depreciation, depletion and amortization—$5,632$9,081$20,533
Capital expenditures—4,8207,09812,904
Non-cash cost of land and improved development———3,041
  1. SEGMENT AND GEOGRAPHICAL INFORMATION

As of September 30, 2025, Rayonier operated inthree reportable segments: Southern Timber, Pacific Northwest Timber, and Real Estate. Prior to the first quarter of 2025, we operated infive reportable business segments, which included New Zealand Timber and Trading. 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.

Effective with the third quarter of 2025, the Company realigned its segments considering the economic characteristics of each business unit and the way the chief operating decision maker (“CODM”), the Chief Executive Officer, now internally evaluates business performance and makes capital allocation decisions. 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. All prior period amounts have been reclassified to reflect the newly aligned segment structure.

Sales between operating segments are made based on estimated fair market value, and intercompany sales, purchases and profits (losses) are eliminated in consolidation. The CODM 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 and income, income from operations of discontinued operations, gain on sale of discontinued operations, asset impairment charges, 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 nine months ended September 30, 2025 and 2024:

Three Months EndedSouthern TimberPacific Northwest TimberReal EstateTotal
Sales$66,834$19,941$90,756$177,531
Costs and Expenses
Cut and haul costs(13,779)(8,400)—(22,179)
Depreciation, depletion and amortization(20,139)(4,637)(9,605)(34,381)
Non-cash cost of land and improved development——(30,745)(30,745)
Other costs and expenses (a)(10,374)(5,154)(23,999)(39,527)
Reportable segment operating income$22,542$1,750$26,407$50,699
Add: Asset impairment charge (b)——7,0487,048
Add: Depreciation, depletion and amortization20,1394,6379,60534,381
Add: Non-cash cost of land and improved development——30,74530,745
Reportable segment adjusted EBITDA$42,681$6,387$73,805$122,873
Reconciliation of reportable segment results to consolidated income before taxes
All other EBITDA (c)($8,569)
Interest, net and miscellaneous income3,038
Depreciation, depletion and amortization(34,801)
Non-cash cost of land and improved development(30,745)
Non-operating expense(1,039)
Asset impairment charge (b)(7,048)
Net Income (d)$43,709

(b)Asset impairment charge reflects an impairment charge recognized on certain real estate assets located in Washington, which were acquired in the 2020 merger with Pope Resources. The asset impairment charge is recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Cost of sales.”

(c)All other EBITDA includes general corporate expenses.

(d)As no income tax expense was recognized for the three months ended September 30, 2025, net income is equal to income before taxes.

Three Months EndedSouthern TimberPacific Northwest TimberReal EstateTotal
Sales$62,416$31,626$30,061$124,103
Costs and Expenses
Cut and haul costs(12,496)(10,132)—(22,628)
Port and freight costs(533)(2,618)—(3,151)
Depreciation, depletion and amortization(18,118)(7,841)(1,451)(27,410)
Non-cash cost of land and improved development——(9,845)(9,845)
Other costs and expenses (a)(11,479)(10,193)(10,133)(31,805)
Reportable segment operating income$19,790$842$8,632$29,264
Add: Depreciation, depletion and amortization18,1187,8411,45127,410
Add: Non-cash cost of land and improved development——9,8459,845
Reportable segment adjusted EBITDA$37,908$8,683$19,928$66,519
Reconciliation of reportable segment results to consolidated income before taxes
All other EBITDA (b)($9,324)
Interest, net and miscellaneous expense(8,111)
Depreciation, depletion and amortization(27,854)
Non-cash cost of land and improved development(9,845)
Non-operating income (c)11,529
Costs related to disposition initiatives (d)(664)
Income from Continuing Operations Before Income Taxes$22,250
Income tax expense(10)
Income from Continuing Operations$22,240
Income from operations of discontinued operations, net of tax8,202
Net Income$30,442

(b)All other EBITDA includes general corporate expenses.

(c)Non-operating income includes $12.0 million of net recoveries associated with legal settlements, which is partially offset by $0.3 million of pension settlement charges. Net recoveries associated with legal settlements and pension settlement charges are recorded within the Consolidated Statements of Income (Loss) under the caption “Other miscellaneous (expense) income, net.”

(d)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 income (expense), net.”

Nine Months EndedSouthern TimberPacific Northwest TimberReal EstateTotal
Sales$171,102$65,533$130,355$366,990
Costs and Expenses
Cut and haul costs(39,502)(27,580)—(67,082)
Port and freight costs—(18)—(18)
Depreciation, depletion and amortization(52,826)(15,595)(12,050)(80,471)
Non-cash cost of land and improved development——(40,046)(40,046)
Other costs and expenses (a)(33,487)(18,802)(43,023)(95,312)
Reportable segment operating income$45,287$3,538$35,236$84,061
Add: Asset impairment charge (b)——7,0487,048
Add: Depreciation, depletion and amortization52,82615,59512,05080,471
Add: Non-cash cost of land and improved development——40,04640,046
Reportable segment adjusted EBITDA$98,113$19,133$94,380$211,626
Reconciliation of reportable segment results to consolidated income before taxes
All other EBITDA (c)($25,377)
Interest, net and miscellaneous expense(4,695)
Depreciation, depletion and amortization(81,731)
Non-cash cost of land and improved development(40,046)
Non-operating expense (d)(3,443)
Asset impairment charge (b)(7,048)
Restructuring charges (e)(1,110)
Income from Continuing Operations Before Income Taxes$48,176
Income tax expense(291)
Income from Continuing Operations$47,885
Income from operations of discontinued operations, net of tax1,883
Gain on sale of discontinued operations404,463
Net Income$454,231

(b)Asset impairment charge reflects an impairment charge recognized on certain real estate assets located in Washington, which were acquired in the 2020 merger with Pope Resources. The asset impairment charge is recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Cost of sales.”

(c)All other EBITDA includes corporate and other expenses.

(d)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) income, net.”

(e)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 income (expense), net.”

Nine Months EndedSouthern TimberPacific Northwest TimberReal EstateTotal
Sales$192,545$83,806$61,095$337,446
Costs and Expenses
Cut and haul costs(37,681)(31,076)—(68,757)
Port and freight costs(2,883)(5,105)—(7,988)
Depreciation, depletion and amortization(56,672)(24,306)(3,821)(84,799)
Non-cash cost of land and improved development——(16,176)(16,176)
Other costs and expenses (a)(35,388)(28,309)(32,078)(95,775)
Reportable segment operating income (loss)$59,921($4,990)$9,020$63,951
Add: Depreciation, depletion and amortization56,67224,3063,82184,799
Add: Non-cash cost of land and improved development——16,17616,176
Reportable segment adjusted EBITDA$116,593$19,316$29,017$164,926
Reconciliation of reportable segment results to consolidated income before taxes
All other EBITDA (b)($29,760)
Interest, net and miscellaneous expense(22,434)
Depreciation, depletion and amortization(86,130)
Non-cash cost of land and improved development(16,176)
Non-operating income (c)3,276
Costs related to disposition initiatives (d)(849)
Income from Continuing Operations Before Income Taxes$12,853
Income tax benefit981
Income from Continuing Operations$13,834
Income from operations of discontinued operations, net of tax21,949
Net Income$35,783

(b)All other EBITDA includes general corporate expenses.

(c)Non-operating income includes $9.6 million of net recoveries associated with legal settlements, which is partially offset by $6.0 million of pension settlement charges. Net recoveries associated with legal settlements and pension settlement charges are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other miscellaneous (expense) income, net.”

(d)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 income (expense), net.”

Three Months Ended September 30,Nine Months EndedSeptember 30,
2025202420252024
Capital Expenditures (a)
Southern Timber$10,861$9,091$28,580$30,748
Pacific Northwest Timber1,7162,2306,3469,220
Real Estate206598217
Corporate and other—18—77
Total Capital Expenditures$12,597$11,404$35,024$40,262
Timberland Acquisitions
Southern Timber—3,637—3,637
Total Timberland Acquisitions—$3,637—$3,637
Real Estate Development Investments (b)$3,712$8,949$11,888$19,073
Total Gross Capital Expenditures$16,309$23,990$46,912$62,972

(a)Excludes timberland acquisitions and real estate development investments presented separately.

(b)Represents investments in master infrastructure or entitlements in our real estate development projects. Real Estate Development Investments are amortized as the underlying properties are sold and included in Non-Cash Cost of Land and Improved Development.

  1. 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 September 30, 2025 are primarily due to advances on stumpage contracts, unearned license revenue and unearned carbon capture and storage revenue. Of these performance obligations, $25.5 million is expected to be recognized within the next twelve months, with the remaining $11.2 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 nine months ended September 30, 2025 and 2024 that was included in the contract liability balance at the beginning of each year:

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Revenue recognized from contract liability balance at the beginning of the year$3,649$2,122$19,497$20,377

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

Three Months EndedSouthern TimberPacific Northwest TimberReal EstateTotal
Pulpwood$22,261$1,229—$23,490
Sawtimber27,86017,102—44,962
Hardwood2,080——2,080
Total Timber Sales52,20118,331—70,532
License Revenue, Primarily from Hunting5,346230—5,576
Land-Based Solutions (a)2,82232—2,854
Other Non-Timber Revenue6,4651,348—7,813
Total Non-Timber Sales14,6331,610—16,243
Improved Development——20,59020,590
Rural——7,3117,311
Timberland & Non-Strategic——53,50053,500
Deferred Revenue/Other (b)——8,8828,882
Total Real Estate Sales——90,28390,283
Revenue from Contracts with Customers66,83419,94190,283177,058
Lease Revenue——473473
Total Revenue$66,834$19,941$90,756$177,531
Three Months EndedSouthern TimberPacific Northwest TimberReal EstateTotal
Pulpwood$23,182$1,318—$24,500
Sawtimber21,03424,378—45,412
Hardwood1,136——1,136
Total Timber Sales45,35225,696—71,048
Trading (c)3974,378—4,775
License Revenue, Primarily from Hunting5,348290—5,638
Land-Based Solutions (a)2,76710—2,777
Other Non-Timber Revenue8,5521,252—9,804
Total Non-Timber Sales17,0645,930—22,994
Improved Development——11,99911,999
Rural——13,76613,766
Conservation Easement——1,1011,101
Deferred Revenue/Other (b)——2,7402,740
Total Real Estate Sales——29,60629,606
Revenue from Contracts with Customers62,41631,62629,606123,648
Lease Revenue——455455
Total Revenue$62,416$31,626$30,061$124,103

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

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

(c) Consists of log trading sales which are now included in the Southern Timber and Pacific Northwest Timber segments. See Note 3 — Segment and Geographical Information for further discussion of our reportable segments.

Nine Months EndedSouthern TimberPacific Northwest TimberReal EstateTotal
Pulpwood$61,495$3,754—$65,249
Sawtimber71,83056,110—127,940
Hardwood4,531——4,531
Total Timber Sales137,85659,864—197,720
Trading (a)—1,805—1,805
License Revenue, Primarily From Hunting15,912426—16,338
Land-Based Solutions (b)8,35793—8,450
Other Non-Timber Revenue8,9773,345—12,322
Total Non-Timber Sales33,2465,669—38,915
Improved Development——32,36832,368
Unimproved Development——3,0003,000
Rural——28,31428,314
Timberland & Non-Strategic——53,50053,500
Deferred Revenue/Other (c)——12,04712,047
Total Real Estate Sales——129,229129,229
Revenue from Contracts with Customers171,10265,533129,229365,864
Lease Revenue——1,1261,126
Total Revenue$171,102$65,533$130,355$366,990
Nine Months EndedSouthern TimberPacific Northwest TimberReal EstateTotal
Pulpwood$73,141$4,329—$77,470
Sawtimber79,97368,495—148,468
Hardwood3,003——3,003
Total Timber Sales156,11772,824—228,941
Trading (a)1,2237,083—8,306
License Revenue, Primarily from Hunting15,907515—16,422
Land-Based Solutions (b)7,06230—7,092
Other Non-Timber Revenue12,2363,354—15,590
Total Non-Timber Sales36,42810,982—47,410
Improved Development——16,39916,399
Rural——29,96429,964
Timberland & Non-Strategic——610610
Conservation Easement——1,1011,101
Deferred Revenue/Other (c)——11,90211,902
Total Real Estate Sales——59,97659,976
Revenue from Contracts with Customers192,54583,80659,976336,327
Lease Revenue——1,1191,119
Total Revenue$192,545$83,806$61,095$337,446

(a) Consists of log trading sales which are now included in the Southern Timber and Pacific Northwest Timber segments. See Note 3 — Segment and Geographical Information for further discussion of our reportable segments.

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

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

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

Three Months EndedSouthern TimberPacific Northwest TimberTotal
Stumpage Pay-as-Cut$26,112—$26,112
Stumpage Lump Sum3686461,014
Total Stumpage26,48064627,126
Delivered Wood (Domestic)25,72117,68543,406
Total Delivered25,72117,68543,406
Total Timber Sales$52,201$18,331$70,532
Stumpage Pay-as-Cut$20,907—$20,907
Stumpage Lump Sum—3,8463,846
Total Stumpage20,9073,84624,753
Delivered Wood (Domestic)23,73320,61244,345
Delivered Wood (Export)7121,2381,950
Total Delivered24,44521,85046,295
Total Timber Sales$45,352$25,696$71,048
Nine Months EndedSouthern TimberPacific Northwest TimberTotal
Stumpage Pay-as-Cut$63,225—$63,225
Stumpage Lump Sum7942,3563,150
Total Stumpage64,0192,35666,375
Delivered Wood (Domestic)73,83757,465131,302
Delivered Wood (Export)—4343
Total Delivered73,83757,508131,345
Total Timber Sales$137,856$59,864$197,720
Stumpage Pay-as-Cut$80,531$8$80,539
Stumpage Lump Sum—7,3817,381
Total Stumpage80,5317,38987,920
Delivered Wood (Domestic)70,85161,513132,364
Delivered Wood (Export)4,7353,9228,657
Total Delivered75,58665,435141,021
Total Timber Sales$156,117$72,824$228,941
  1. 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) loss 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 represents 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:

Three Months Ended September 30,Nine Months EndedSeptember 30,
2025202420252024
Beginning noncontrolling interests in the Operating Partnership$53,353$59,047$51,843$81,651
Adjustment of noncontrolling interests in the Operating Partnership1,3506,476(3,823)(1,325)
Conversions of Redeemable Operating Partnership Units to common shares(8,058)(643)(8,304)(14,070)
Net income attributable to noncontrolling interests in the Operating Partnership5223915,952437
Other comprehensive loss attributable to noncontrolling interests in the Operating Partnership(450)(77)(496)(323)
Distributions to noncontrolling interests in the Operating Partnership(475)(528)(1,611)(1,704)
Issuance of Redeemable Operating Partnership Units (a)——2,681—
Total noncontrolling interests in the Operating Partnership$46,242$64,666$46,242$64,666

(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.

  1. EARNINGS PER SHARE AND PER UNIT

Basic earnings 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 per common share of the Company:

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Basic earnings per common share
Numerator:
Net income from continuing operations$43,709$22,240$47,885$13,834
Less: Net income from continuing operations attributable to NCI in the Operating Partnership(522)(298)(577)(181)
Less: Net loss from continuing operations attributable to NCI in consolidated affiliates—10—34
Net income from continuing operations attributable to Rayonier Inc.$43,187$21,952$47,308$13,687
Net income from discontinued operations—$8,202$406,346$21,949
Less: Net income from discontinued operations attributable to NCI in the Operating Partnership—(93)(5,375)(256)
Less: Net (income) loss from discontinued operations attributable to NCI in consolidated affiliates—(1,303)192(3,362)
Net income from discontinued operations attributable to Rayonier Inc.—$6,806$401,163$18,331
Net income$43,709$30,442$454,231$35,783
Less: Net income attributable to NCI in the Operating Partnership(522)(391)(5,952)(437)
Less: Net (income) loss attributable to NCI in consolidated affiliates—(1,293)192(3,328)
Net income attributable to Rayonier Inc.$43,187$28,758$448,471$32,018
Denominator:
Denominator for basic earnings per common share - weighted average shares154,306,240148,984,534154,509,107148,821,306
Basic earnings per common share attributable to Rayonier Inc.:
Continuing operations$0.28$0.15$0.31$0.09
Discontinued operations—$0.05$2.60$0.12
Basic earnings per common share$0.28$0.19$2.90$0.22

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

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Diluted earnings per common share
Numerator:
Net income from continuing operations$43,709$22,240$47,885$13,834
Less: Net loss from continuing operations attributable to NCI in consolidated affiliates—10—34
Net income from continuing operations attributable to Rayonier Inc. used for determining diluted earnings per common share$43,709$22,250$47,885$13,868
Net income from discontinued operations—$8,202$406,346$21,949
Less: Net (income) loss from discontinued operations attributable to NCI in consolidated affiliates—(1,303)192(3,362)
Net income from discontinued operations attributable to Rayonier Inc. used for determining diluted earnings per common share—$6,899$406,538$18,587
Net income$43,709$30,442$454,231$35,783
Less: Net (income) loss attributable to NCI in consolidated affiliates—(1,293)192(3,328)
Net income attributable to Rayonier Inc. used for determining diluted earnings per common share$43,709$29,149$454,423$32,455
Denominator:
Denominator for basic earnings per common share - weighted average shares154,306,240148,984,534154,509,107148,821,306
Add: Dilutive effect of:
Stock options———55
Performance shares, restricted shares and restricted stock units194,077281,407192,390403,444
Noncontrolling interests in Operating Partnership units1,864,3672,027,0531,999,9492,088,013
Contingently issuable shares and units from special dividend——841,991—
Denominator for diluted earnings per common share - adjusted weighted average share156,364,684151,292,994157,543,437151,312,818
Diluted earnings per common share attributable to Rayonier Inc.:
Continuing operations$0.28$0.15$0.30$0.09
Discontinued operations—$0.05$2.58$0.12
Diluted earnings per common share$0.28$0.19$2.88$0.21
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Anti-dilutive shares excluded from the computations of diluted earnings per common share:
Stock options, performance shares, restricted shares and restricted stock units324,716149,609260,170149,446

Basic earnings 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 per unit of the Operating Partnership:

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Basic earnings per unit
Numerator:
Net income from continuing operations$43,709$22,240$47,885$13,834
Less: Net loss from continuing operations attributable to NCI in consolidated affiliates—10—34
Net income from continuing operations available to unitholders$43,709$22,250$47,885$13,868
Net income from discontinued operations—$8,202$406,346$21,949
Less: Net (income) loss from discontinued operations attributable to NCI in consolidated affiliates—(1,303)192(3,362)
Net income from discontinued operations available to unitholders—$6,899$406,538$18,587
Net income$43,709$30,442$454,231$35,783
Less: Net (income) loss attributable to NCI in consolidated affiliates—(1,293)192(3,328)
Net income available to unitholders$43,709$29,149$454,423$32,455
Denominator:
Denominator for basic earnings per unit - weighted average units156,170,607151,011,587156,509,056150,909,319
Basic earnings per unit attributable to Rayonier, L.P.:
Continuing operations$0.28$0.15$0.31$0.09
Discontinued operations—$0.05$2.60$0.12
Basic earnings per unit$0.28$0.19$2.90$0.22

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

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Diluted earnings per unit
Numerator:
Net income from continuing operations$43,709$22,240$47,885$13,834
Less: Net loss from continuing operations attributable to NCI in consolidated affiliates—10—34
Net income from continuing operations available to unitholders$43,709$22,250$47,885$13,868
Net income from discontinued operations—$8,202$406,346$21,949
Less: Net (income) loss from discontinued operations attributable to NCI in consolidated affiliates—(1,303)192(3,362)
Net income from discontinued operations available to unitholders—$6,899$406,538$18,587
Net income$43,709$30,442$454,231$35,783
Less: Net (income) loss attributable to NCI in consolidated affiliates—(1,293)192(3,328)
Net income available to unitholders$43,709$29,149$454,423$32,455
Denominator:
Denominator for basic earnings per unit - weighted average units156,170,607151,011,587156,509,056150,909,319
Add: Dilutive effect of unit equivalents:
Stock options———55
Performance shares, restricted shares and restricted stock units194,077281,407192,390403,444
Contingently issuable shares and units from special dividend——841,991—
Denominator for diluted earnings per unit - adjusted weighted average units156,364,684151,292,994157,543,437151,312,818
Diluted earnings per unit attributable to Rayonier, L.P.:
Continuing operations$0.28$0.15$0.30$0.09
Discontinued operations—$0.05$2.58$0.12
Diluted earnings per unit$0.28$0.19$2.88$0.21
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Anti-dilutive unit equivalents excluded from the computations of diluted earnings per unit:
Stock options, performance shares, restricted shares and restricted stock units324,716149,609260,170149,446
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