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RAYONIER INC

For the period ended Jun 30, 2026. Filed Aug 7, 2026.

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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.

Jun 30, 2026 · Filed Aug 7, 2026

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

  1. DISCONTINUED OPERATIONS

On June 30, 2025, we completed the sale of our entire 77% interest in our New Zealand operations to Taurus Forest Holdings Limited for a purchase price of $710 million, resulting in net proceeds of $699.3 million and a gain on disposal of $404.5 million. The results of the New Zealand Timber segment and the New Zealand portion of the Real Estate, former Trading and Corporate segments are classified as discontinued operations in the Consolidated Statements of Income and Comprehensive Income (Loss) for all periods presented. There was no activity related to the discontinued operations during the three and six months ended June 30, 2026. Following the closing, we have no significant continuing involvement with the divested operations. See Note 2 to the Consolidated Financial Statements in our 2025 Form 10-K for additional information.

The following table summarizes the results of our New Zealand operations for the three and six months ended June 30, 2026 and 2025, as presented in “Income from discontinued operations” in the Consolidated Statements of Income and Comprehensive Income (Loss):

Three Months Ended June 30,Six Months EndedJune 30,
2026202520262025
Sales—$52,572—$109,332
Costs and Expenses
Cost of sales—(51,461)—(102,050)
Other operating expense, net (a)—(1,778)—(3,400)
—(53,239)—(105,450)
Operating (loss) income from discontinued operations—(667)—3,882
Interest expense, net—(780)—(1,508)
Interest income—104—202
(Loss) income from operations of discontinued operations before income taxes—(1,343)—2,576
Income tax benefit (expense)—718—(693)
(Loss) income from operations of discontinued operations, net of tax—(625)—1,883
Gain on sale of discontinued operations (b)—404,463—404,463
Income from discontinued operations—403,838—406,346
Less: Net income from discontinued operations attributable to noncontrolling interests in the Operating Partnership—(5,347)—(5,375)
Less: Net loss from discontinued operations attributable to noncontrolling interests in consolidated affiliates—577—192
Net income from discontinued operations attributable to Rayonier Inc.—$399,068—$401,163

(a)The six months ended June 30, 2025 includes transaction costs of $0.2 million.

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

The following table summarizes the depreciation, depletion and amortization and capital expenditures of our New Zealand operations for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30,Six Months EndedJune 30,
2026202520262025
Depreciation, depletion and amortization—$4,747—$9,081
Capital expenditures—4,444—7,098
  1. SEGMENT AND GEOGRAPHICAL INFORMATION

As of June 30, 2026, Rayonier operated infour reportable segments: Southern Timber, Northwest Timber, Wood Products and Real Estate.

On January 30, 2026, we completed the merger with PotlatchDeltic Corporation, which added the Wood Products segment and expanded the geographic scope of our Pacific Northwest Timber segment, renamed Northwest Timber to reflect the addition of Idaho timberland assets. The Wood Products segment manufactures and sells lumber, plywood, and residual products atseven mills located in Arkansas, Idaho, Michigan and Minnesota. The segment’s products are largely commodity products, which are sold through our sales team to end users, retailers or wholesalers for nationwide distribution primarily for use in homebuilding, repair and remodeling, industrial products and other construction activity. Our Southern Timber and Northwest Timber segments supply a portion of the Wood Products segment’s wood fiber needs, which typically represents a sizable portion of the Southern Timber and Northwest Timber segments’ total revenues. Intersegment sales are based on estimated fair market value and are eliminated in consolidation.

The operations of our former New Zealand Timber segment are classified as discontinued operations in the prior-year comparative periods. See Note 3 — Discontinued Operationsfor additional information.

The 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 disclosed as they are not used by the CODM for resource allocation or performance assessment.

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 the merger with PotlatchDeltic, timber write-offs resulting from casualty events, an inventory purchase price adjustment in cost of sales, income (loss) from operations of discontinued operations, gain on sale of discontinued operations, restructuring charges and Large Dispositions.

We believe that Operating income (loss), as defined by U.S. GAAP, is the most appropriate earnings measurement for reconciling Adjusted EBITDA. Adjusted EBITDA should not be considered as an alternative to Operating loss as determined in accordance with U.S. GAAP. Operating income (loss) as presented in the Consolidated Statements of Income and Comprehensive Income (Loss) includes the results of both reportable segments and corporate activities. Segment Operating income represents the operating results of the company’s reportable segments only and does not include corporate-level amounts. As a result, segment Operating income may differ from the total Operating income (loss) reported in the consolidated financial statements.

The following tables summarize the segment information for the three and six months ended June 30, 2026 and 2025:

Three Months EndedSouthern TimberNorthwest TimberWood ProductsReal EstateTotal
Sales from external customers$96,921$49,734$196,160$53,664$396,479
Intersegment revenue (a)10,67116,254——26,925
Total sales$107,592$65,988$196,160$53,664$423,404
Costs and Expenses
Freight, logging and hauling(42,433)(30,465)(27,109)—(100,007)
Fiber costs——(80,346)—(80,346)
Manufacturing costs——(63,859)—(63,859)
Finished goods inventory change——3,374—3,374
Depreciation, depletion and amortization(42,173)(13,750)(9,900)(3,949)(69,772)
Non-cash cost of land and improved development———(6,048)(6,048)
Other costs and expenses (b)(14,872)(9,178)(3,172)(15,414)(42,636)
Reportable segment operating income$8,114$12,595$15,148$28,253$64,110
Add: Depreciation, depletion and amortization42,17313,7509,9003,94969,772
Add: Non-cash cost of land and improved development———6,0486,048
Add: Timber write-offs resulting from casualty events (c)2,284———2,284
Reportable segment adjusted EBITDA$52,571$26,345$25,048$38,250$142,214
Reconciliation of reportable segment results to consolidated income before taxes
All other EBITDA (d)($17,688)
Intersegment eliminations (e)(812)
Interest, net and miscellaneous expense(12,065)
Depreciation, depletion and amortization(70,416)
Non-cash cost of land and improved development(6,048)
Non-operating expense(478)
Costs related to the merger with PotlatchDeltic (f)(10,351)
Timber write-offs resulting from casualty events (c)(2,284)
Income from Continuing Operations Before Income Taxes$22,072
Income tax expense(2,829)
Net Income$19,243

(a)Intersegment revenue reflects logs sold from the Timber segments to Wood Products.

(b)Other costs and expenses for each reportable segment primarily includes other direct and indirect cost of sales and selling and general expenses.

(c)Timber write-offs resulting from casualty events includes the write-off of merchantable and pre-merchantable timber volume damaged by casualty events that cannot be salvaged. Timber write-offs resulting from casualty events are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Cost of Sales.”

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

(e)Intersegment eliminations reflects the elimination of profit on log sales from the Timber segments to Wood Products that remain in inventory at the end of the period.

(f)Costs related to the merger with PotlatchDeltic include professional services fees, employee-related costs, accelerated stock-based compensation, and other integration-related costs incurred in connection with the merger, which closed on January 30, 2026. Costs related to the merger with PotlatchDeltic are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating expense, net.”

Three Months EndedSouthern TimberNorthwest TimberWood ProductsReal EstateTotal
Sales$53,324$23,782—$29,432$106,538
Costs and Expenses
Freight, logging and hauling(13,202)(9,841)——(23,043)
Depreciation, depletion and amortization(15,788)(5,351)—(1,882)(23,021)
Non-cash cost of land and improved development———(6,902)(6,902)
Other costs and expenses (a)(11,739)(7,096)—(10,869)(29,704)
Reportable segment operating income$12,595$1,494—$9,779$23,868
Add: Depreciation, depletion and amortization15,7885,351—1,88223,021
Add: Non-cash cost of land and improved development———6,9026,902
Reportable segment adjusted EBITDA$28,383$6,845—$18,563$53,791
Reconciliation of reportable segment results to consolidated income before taxes
All other EBITDA (b)($8,907)
Interest, net and miscellaneous expense(4,215)
Depreciation, depletion and amortization(23,437)
Non-cash cost of land and improved development(6,902)
Non-operating expense(561)
Income from Continuing Operations$9,769
Loss from operations of discontinued operations, net of tax(625)
Gain on sale of discontinued operations404,463
Net Income (c)$413,607

(a)Other costs and expenses for each reportable segment primarily includes other direct and indirect cost of sales and selling and general expenses.

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

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

Six Months EndedSouthern TimberNorthwest TimberWood ProductsReal EstateTotal
Sales from external customers$177,973$77,202$304,644$113,447$673,266
Intersegment revenue (a)18,31220,853——39,165
Total sales$196,285$98,055$304,644$113,447$712,431
Costs and Expenses
Freight, logging and hauling(72,764)(46,593)(40,285)—(159,642)
Fiber costs——(129,650)—(129,650)
Manufacturing costs——(104,700)—(104,700)
Finished goods inventory change——5,746—5,746
Depreciation, depletion and amortization(75,286)(22,781)(16,566)(10,813)(125,446)
Non-cash cost of land and improved development———(18,033)(18,033)
Other costs and expenses (b)(27,727)(16,535)(5,064)(28,976)(78,302)
Reportable segment operating income$20,508$12,146$14,125$55,625$102,404
Add: Depreciation, depletion and amortization75,28622,78116,56610,813125,446
Add: Non-cash cost of land and improved development———18,03318,033
Add: Timber write-offs resulting from casualty events (c)2,284———2,284
Add: Inventory purchase price adjustment in cost of sales (d)——1,153—1,153
Reportable segment adjusted EBITDA$98,078$34,927$31,844$84,471$249,320
Reconciliation of reportable segment results to consolidated loss before taxes
All other EBITDA (e)($29,459)
Intersegment eliminations (f)(2,019)
Interest, net and miscellaneous expense(19,210)
Depreciation, depletion and amortization(126,656)
Non-cash cost of land and improved development(18,033)
Non-operating income376
Costs related to the merger with PotlatchDeltic (g)(80,754)
Timber write-offs resulting from casualty events (c)(2,284)
Inventory purchase price adjustment in cost of sales (d)(1,153)
Loss from Continuing Operations Before Income Taxes($29,872)
Income tax benefit (h)36,601
Net Income$6,729

(a)Intersegment revenue reflects logs sold from the Timber segments to Wood Products.

(b)Other costs and expenses for each reportable segment primarily includes other direct and indirect cost of sales and selling and general expenses.

(c)Timber write-offs resulting from casualty events includes the write-off of merchantable and pre-merchantable timber volume damaged by casualty events that cannot be salvaged. Timber write-offs resulting from casualty events are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Cost of Sales.”

(d)Inventory purchase price adjustment in cost of sales reflects a non-cash, one-time charge reflecting the excess of fair value over PotlatchDeltic’s historical cost on acquired finished goods inventory sold post-closing. The inventory purchase price adjustment is recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Cost of sales.”

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

(f)Intersegment eliminations reflects the elimination of profit on log sales from the Timber segments to Wood Products that remain in inventory at the end of the period.

(g)Costs related to the merger with PotlatchDeltic include professional services fees, employee-related costs, accelerated stock-based compensation, and other integration-related costs incurred in connection with the merger, which closed on January 30, 2026. Costs related to the merger with PotlatchDeltic are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating expense, net.”

(h)Includes a $40.3 million tax benefit from the release of a valuation allowance. See Note 22 — Income Taxes for additional information.

Six Months EndedSouthern TimberNorthwest TimberWood ProductsReal EstateTotal
Sales$104,268$45,592—$39,599$189,459
Costs and Expenses
Freight, logging and hauling(25,723)(19,199)——(44,922)
Depreciation, depletion and amortization(32,688)(10,957)—(2,445)(46,090)
Non-cash cost of land and improved development———(9,302)(9,302)
Other costs and expenses (a)(23,112)(13,649)—(19,023)(55,784)
Reportable segment operating income$22,745$1,787—$8,829$33,361
Add: Depreciation, depletion and amortization32,68810,957—2,44546,090
Add: Non-cash cost of land and improved development———9,3029,302
Reportable segment adjusted EBITDA$55,433$12,744—$20,576$88,753
Reconciliation of reportable segment results to consolidated income before taxes
All other EBITDA (b)($16,807)
Interest, net and miscellaneous expense(7,733)
Depreciation, depletion and amortization(46,930)
Non-cash cost of land and improved development(9,302)
Non-operating expense (c)(2,404)
Restructuring charges (d)(1,110)
Income from Continuing Operations Before Income Taxes$4,467
Income tax expense(291)
Income from Continuing Operations$4,176
Income from operations of discontinued operations, net of tax1,883
Gain on sale of discontinued operations404,463
Net Income$410,522

(a)Other costs and expenses for each reportable segment primarily includes other direct and indirect cost of sales and selling and general expenses.

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

(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) income, net.”

(d)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.”

Three Months Ended June 30,Six Months EndedJune 30,
2026202520262025
Capital Expenditures (a)
Southern Timber$11,510$8,103$25,485$17,718
Northwest Timber6,9242,26410,9344,630
Wood Products3,634—6,068—
Real Estate28364179
Corporate and other261—261—
Total Capital Expenditures$22,357$10,403$42,789$22,427
Real Estate Development Investments (b)$5,031$4,089$9,572$8,176
Total Gross Capital Expenditures$27,388$14,492$52,361$30,603

(a)Excludes 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 we expect to receive in exchange for those goods or services (“transaction price”).

Unsatisfied performance obligations as of June 30, 2026 primarily consist of advances on stumpage contracts, unearned license revenue, unearned carbon capture and storage revenue, hunting and other access rights on our timberlands, payments received for shipments where control of goods has not transferred, member related activities at an owned country club and certain post-close obligations for real estate sales. Of these performance obligations, $48.5 million is expected to be recognized within the next twelve months, with the remaining $13.2 million expected to be recognized thereafter as we satisfy our performance obligations. We generally collect payment within one year of satisfying a performance obligation; therefore, we have elected the practical expedient not to adjust revenue 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, 2026 and 2025 that was included in the contract liability balance at the beginning of each year:

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Revenue recognized from contract liability balance at the beginning of the year (a)$4,980$6,759$13,076$15,849

(a) Revenue recognized during the three and six months ended June 30, 2026, from contract liabilities at the beginning of the year excludes amounts related to PotlatchDeltic Corporation, as the merger was completed on January 30, 2026, and PotlatchDeltic’s contract liabilities were not included in our contract liability balance as of December 31, 2025.

The following tables present our revenue from contracts with customers disaggregated by product type for the three and six months ended June 30, 2026 and 2025:

Three Months EndedSouthern TimberNorthwest TimberWood ProductsReal EstateElim.Total
Pulpwood$30,017$1,949———$31,966
Sawtimber48,16245,922———94,084
Hardwood2,173————2,173
Total Timber Sales80,35247,871———128,223
License Revenue, Primarily from Hunting8,887452———9,339
Land-Based Solutions (a)4,0592———4,061
Other Non-Timber Revenue3,6231,409———5,032
Total Non-Timber Sales16,5691,863———18,432
Lumber——158,627——158,627
Plywood/Residual/Other——37,533——37,533
Total Wood Products Sales——196,160——196,160
Improved Development———6,438—6,438
Rural———40,736—40,736
Deferred Revenue/Other (b)———6,127—6,127
Total Real Estate Sales———53,301—53,301
Revenue from Contracts with Customers96,92149,734196,16053,301—396,116
Lease Revenue———363—363
Intersegment (c)10,67116,254——(26,925)—
Total Revenue$107,592$65,988$196,160$53,664($26,925)$396,479
Three Months EndedSouthern TimberNorthwest TimberWood ProductsReal EstateElim.Total
Pulpwood$19,436$1,259———$20,695
Sawtimber23,40419,903———43,307
Hardwood923————923
Total Timber Sales43,76321,162———64,925
Trading—1,399———1,399
License Revenue, Primarily from Hunting5,331104———5,435
Land-Based Solutions (a)2,78032———2,812
Other Non-Timber Revenue1,4501,085———2,535
Total Non-Timber Sales9,5612,620———12,181
Improved Development———8,484—8,484
Unimproved Development———3,000—3,000
Rural———15,729—15,729
Deferred Revenue/Other (b)———1,875—1,875
Total Real Estate Sales———29,088—29,088
Revenue from Contracts with Customers53,32423,782—29,088—106,194
Lease Revenue———344—344
Total Revenue$53,324$23,782—$29,432—$106,538

(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, as well as revenue from our country club operations.

(c) Intersegment revenues represent logs sold from the Timber segments to Wood Products.

Six Months EndedSouthern TimberNorthwest TimberWood ProductsReal EstateElim.Total
Pulpwood$53,236$3,704———$56,940
Sawtimber90,55070,261———160,811
Hardwood3,795————3,795
Total Timber Sales147,58173,965———221,546
License Revenue, Primarily from Hunting16,522727———17,249
Land-Based Solutions (a)7,6533———7,656
Other Non-Timber Revenue6,2172,507———8,724
Total Non-Timber Sales30,3923,237———33,629
Lumber——245,825——245,825
Plywood/Residual/Other——58,819——58,819
Total Wood Products Sales——304,644——304,644
Improved Development———13,027—13,027
Rural———90,167—90,167
Deferred Revenue/Other (b)———9,626—9,626
Total Real Estate Sales———112,820—112,820
Revenue from Contracts with Customers177,97377,202304,644112,820—672,639
Lease Revenue———627—627
Intersegment (c)18,31220,853——(39,165)—
Total Revenue$196,285$98,055$304,644$113,447($39,165)$673,266
Six Months EndedSouthern TimberNorthwest TimberWood ProductsReal EstateElim.Total
Pulpwood$39,234$2,524———$41,758
Sawtimber43,97039,009———82,979
Hardwood2,451————2,451
Total Timber Sales85,65541,533———127,188
Trading—1,805———1,805
License Revenue, Primarily from Hunting10,566195———10,761
Land-Based Solutions (a)5,53561———5,596
Other Non-Timber Revenue2,5121,998———4,510
Total Non-Timber Sales18,6134,059———22,672
Improved Development———11,778—11,778
Unimproved Development———3,000—3,000
Rural———21,003—21,003
Deferred Revenue/Other (b)———3,165—3,165
Total Real Estate Sales———38,946—38,946
Revenue from Contracts with Customers104,26845,592—38,946—188,806
Lease Revenue———653—653
Total Revenue$104,268$45,592—$39,599—$189,459

(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, as well as revenue from our country club operations.

(c) Intersegment revenues represent logs sold from the Timber segments to Wood Products.

The following tables present our timber sales disaggregated by contract type for the three and six months ended June 30, 2026 and 2025:

Three Months EndedSouthern TimberNorthwest TimberTotal
Stumpage Pay-as-Cut$23,860—$23,860
Stumpage Lump Sum8731,5982,471
Total Stumpage24,7331,59826,331
Delivered Wood (Domestic)55,61946,273101,892
Total Delivered55,61946,273101,892
Total Timber Sales$80,352$47,871$128,223
Stumpage Pay-as-Cut$19,132—$19,132
Stumpage Lump Sum—561561
Total Stumpage19,13256119,693
Delivered Wood (Domestic)24,63120,60145,232
Total Delivered24,63120,60145,232
Total Timber Sales$43,763$21,162$64,925
Six Months EndedSouthern TimberNorthwest TimberTotal
Stumpage Pay-as-Cut$46,672—$46,672
Stumpage Lump Sum2,6892,2864,975
Total Stumpage49,3612,28651,647
Delivered Wood (Domestic)98,22071,679169,899
Total Delivered98,22071,679169,899
Total Timber Sales$147,581$73,965$221,546
Stumpage Pay-as-Cut$37,113—$37,113
Stumpage Lump Sum4261,7112,137
Total Stumpage37,5391,71139,250
Delivered Wood (Domestic)48,11639,77987,895
Delivered Wood (Export)—4343
Total Delivered48,11639,82287,938
Total Timber Sales$85,655$41,533$127,188
  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 loss attributable to noncontrolling interests in consolidated affiliates.”

Due to the sale of the New Zealand subsidiary, we deconsolidated its balance sheet as of June 30, 2025, and its income (loss) through the sale date have been classified as discontinued operations in our Consolidated Statements of Income and Comprehensive Income (Loss). See Note 3 — Discontinued Operations for additional information.

NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP

Noncontrolling interests in the Operating Partnership represent the third-party ownership of Redeemable Operating Partnership Units (“OP Units”). Net income attributable to these noncontrolling interests is calculated based on the weighted average OP Units outstanding during the period as a percentage of the total weighted average units outstanding to the Operating Partnership’s net income for the period.

These OP Units are classified as temporary equity in the Consolidated Balance Sheets because they are redeemable at the option of the unitholder. 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 June 30,Six Months EndedJune 30,
2026202520262025
Beginning noncontrolling interests in the Operating Partnership$39,943$58,170$40,463$51,843
Adjustment of noncontrolling interests in the Operating Partnership(98)(9,514)(99)(2,492)
Conversions of OP Units to common shares(87)(218)(100)(246)
Redemption of OP Units (a)(904)—(904)—
Net income attributable to noncontrolling interests in the Operating Partnership1065,476245,430
Other comprehensive income (loss) attributable to noncontrolling interests in the Operating Partnership2716(46)
Distributions to noncontrolling interests in the Operating Partnership(435)(568)(873)(1,136)
Total noncontrolling interests in the Operating Partnership$38,527$53,353$38,527$53,353

(a)During the second quarter, limited partners tendered 43,811 units for redemption, for which the Company elected cash settlement in an aggregate amount of approximately $0.9 million. These redemptions will settle on the applicable Specified Redemption Dates during the third quarter of 2026.

  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 performance 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 June 30,Six Months Ended June 30,
2026202520262025
Basic earnings per common share
Numerator:
Net income from continuing operations$19,243$9,769$6,729$4,176
Less: Net income from continuing operations attributable to NCI in the Operating Partnership(106)(129)(24)(55)
Net income from continuing operations attributable to Rayonier Inc.$19,137$9,640$6,705$4,121
Net income from discontinued operations—$403,838—$406,346
Less: Net income from discontinued operations attributable to NCI in the Operating Partnership—(5,347)—(5,375)
Less: Net loss from discontinued operations attributable to NCI in consolidated affiliates—577—192
Net income from discontinued operations attributable to Rayonier Inc.—$399,068—$401,163
Net income$19,243$413,607$6,729$410,522
Less: Net income attributable to NCI in the Operating Partnership(106)(5,476)(24)(5,430)
Less: Net loss attributable to NCI in consolidated affiliates—577—192
Net income attributable to Rayonier Inc.$19,137$408,708$6,705$405,284
Denominator:
Denominator for basic earnings per common share - weighted average shares300,735,729155,536,320278,468,765154,612,221
Basic earnings per common share attributable to Rayonier Inc.:
Continuing operations$0.06$0.06$0.02$0.03
Discontinued operations—$2.57—$2.59
Basic earnings per common share$0.06$2.63$0.02$2.62

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

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Diluted earnings per common share
Numerator:
Net income from continuing operations attributable to Rayonier Inc., before net income attributable to NCI in the Operating Partnership$19,243$9,769$6,729$4,176
Net income from discontinued operations—$403,838—$406,346
Less: Net loss from discontinued operations attributable to NCI in consolidated affiliates—577—192
Net income from discontinued operations attributable to Rayonier Inc., before net income attributable to NCI in the Operating Partnership—$404,415—$406,538
Net income$19,243$413,607$6,729$410,522
Less: Net loss attributable to NCI in consolidated affiliates—577—192
Net income attributable to Rayonier Inc., before net income attributable to NCI in the Operating Partnership$19,243$414,184$6,729$410,714
Denominator:
Denominator for basic earnings per common share - weighted average shares300,735,729155,536,320278,468,765154,612,221
Add: Dilutive effect of:
Performance shares and restricted stock units523,824107,773505,692191,547
Noncontrolling interests in Operating Partnership units1,665,3512,083,8231,673,9012,068,864
Contingently issuable shares and units from special dividend———1,269,964
Denominator for diluted earnings per common share - adjusted weighted average shares302,924,904157,727,916280,648,358158,142,596
Diluted earnings per common share attributable to Rayonier Inc.:
Continuing operations$0.06$0.06$0.02$0.03
Discontinued operations—$2.56—$2.57
Diluted earnings per common share$0.06$2.63$0.02$2.60
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Anti-dilutive shares excluded from the computations of diluted earnings per common share:
Performance shares and restricted stock units350,256319,021409,490227,897
Total350,256319,021409,490227,897

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 performance 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 June 30,Six Months Ended June 30,
2026202520262025
Basic earnings per unit
Numerator:
Net income from continuing operations available to unitholders$19,243$9,769$6,729$4,176
Net income from discontinued operations—$403,838—$406,346
Less: Net loss from discontinued operations attributable to NCI in consolidated affiliates—577—192
Net income from discontinued operations available to unitholders—$404,415—$406,538
Net income$19,243$413,607$6,729$410,522
Less: Net loss attributable to NCI in consolidated affiliates—577—192
Net income available to unitholders$19,243$414,184$6,729$410,714
Denominator:
Denominator for basic earnings per unit - weighted average units302,401,080157,620,143280,142,666156,681,085
Basic earnings per unit attributable to Rayonier, L.P.:
Continuing operations$0.06$0.06$0.02$0.03
Discontinued operations—$2.57—$2.59
Basic earnings per unit$0.06$2.63$0.02$2.62

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

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Diluted earnings per unit
Numerator:
Net income from continuing operations available to unitholders$19,243$9,769$6,729$4,176
Net income from discontinued operations—$403,838—$406,346
Less: Net loss from discontinued operations attributable to NCI in consolidated affiliates—577—192
Net income from discontinued operations available to unitholders—$404,415—$406,538
Net income$19,243$413,607$6,729$410,522
Less: Net income attributable to NCI in consolidated affiliates—577—192
Net income available to unitholders$19,243$414,184$6,729$410,714
Denominator:
Denominator for basic earnings per unit - weighted average units302,401,080157,620,143280,142,666156,681,085
Add: Dilutive effect of unit equivalents:
Performance shares and restricted stock units523,824107,773505,692191,547
Contingently issuable shares and units from special dividend———1,269,964
Denominator for diluted earnings per unit - adjusted weighted average units302,924,904157,727,916280,648,358158,142,596
Diluted earnings per unit attributable to Rayonier, L.P.:
Continuing operations$0.06$0.06$0.02$0.03
Discontinued operations—$2.56—$2.57
Diluted earnings per unit$0.06$2.63$0.02$2.60
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Anti-dilutive unit equivalents excluded from the computations of diluted earnings per unit:
Performance shares and restricted stock units350,256319,021409,490227,897
Total350,256319,021409,490227,897
  1. DEBT

Our debt consisted of the following at June 30, 2026:

June 30, 2026
Legacy Rayonier Debt
Senior Notes due 2031 at a fixed interest rate of 2.75%$450,000
2015 Term Loan borrowings due 2028 at a variable interest rate of 5.22%200,000
2021 Incremental Term Loan due 2029 at a variable interest rate of 5.54%200,000
Debt assumed in the PotlatchDeltic merger (January 30, 2026)
Term Loan M due 2029 at a variable interest rate of 5.32%150,000
Term Loan Q due 2027 at a variable interest rate of 5.62%138,750
Term Loan R due 2030 at a variable interest rate of 5.62%138,750
Term Loan W due 2034 at a variable interest rate of 5.92%100,000
Term Loan X due 2035 at a variable interest rate of 5.92%100,000
Term Loan K due 2028 at a variable interest rate of 5.66%65,000
Term Loan O due 2030 at a variable interest rate of 5.90%46,000
Term Loan N due 2029 at a variable interest rate of 5.31%40,000
Term Loan P due 2031 at a variable interest rate of 5.82%40,000
Term Loan S due 2032 at a variable interest rate of 5.92%40,000
Term Loan T due 2033 at a variable interest rate of 5.92%40,000
Term Loan U due 2032 at a variable interest rate of 5.82%38,000
Term Loan V due 2033 at a variable interest rate of 5.87%38,000
Term Loan L due 2028 at a variable interest rate of 5.66%35,000
Total principal debt1,859,500
Less: Unamortized discounts(1,898)
Less: Deferred financing costs(2,332)
Total long-term debt, net$1,855,270

Principal payments due during the next five years and thereafter are as follows:

Total
2026—
2027138,750
2028300,000
2029390,000
2030184,750
Thereafter846,000
Total debt$1,859,500

2026 DEBT ACTIVITY

During the six months ended June 30, 2026, we madeno borrowings on our Revolving Credit Facility. At June 30, 2026, we had available capacity of $199.0 million under the Revolving Credit Facility, net of $1.0 million reserved to secure outstanding letters of credit.

Repayment of 2016 Incremental Term Loan

On April 28, 2026, the $200.0 million 2016 Incremental Term Loan matured and was repaid in full with cash on hand.

LONG-TERM DEBT ASSUMED IN THE POTLATCHDELTIC CORPORATION MERGER

On January 30, 2026, in connection with the merger, we entered into the Second Amended and Restated Credit Agreement, assuming fifteen variable-rate term loans of PotlatchDeltic Corporation (Term Loans I through X, excluding Term Loan J) with $1,037.0 million in aggregate principal at closing. These loans bear interest at 1-Month Term SOFR or Daily Simple SOFR plus margins of 1.69% to 2.30% and mature between 2027 and 2035. Also at closing, Term Loan I (principal of $27.5 million, due February 1, 2026) was repaid in full with cash on hand, and PotlatchDeltic's $300.0 million undrawn revolving credit facility was terminated.

Effective fixed rates below reflect the contractual rate, interest rate swaps, and estimated patronage payments on variable-rate debt outstanding as of June 30, 2026:

DebtPeriodic Interest RateEffective Fixed Interest Rate (a)
Legacy Rayonier Debt
2015 Term LoanDaily Simple SOFR + 1.60%2.11%
2021 Incremental Term LoanDaily Simple SOFR + 1.92%1.70%
Debt Assumed in the PotlatchDeltic Merger (January 30, 2026)
Term Loan M (b)1-Month Term SOFR + 1.70%1.08%
Term Loan Q1-Month Term SOFR + 2.00%1.48%
Term Loan R (b)1-Month Term SOFR + 2.00%1.62%
Term Loan W (b)Daily Simple SOFR + 2.30%3.24%
Term Loan X (b)Daily Simple SOFR + 2.30%2.99%
Term Loan K (b)1-Month Term SOFR + 2.04%3.76%
Term Loan O (b)1-Month Term SOFR + 2.28%2.06%
Term Loan N (b)1-Month Term SOFR + 1.69%1.92%
Term Loan P1-Month Term SOFR + 2.20%2.05%
Term Loan S (b)1-Month Term SOFR + 2.30%2.23%
Term Loan T (b)1-Month Term SOFR + 2.30%2.30%
Term Loan U (b)Daily Simple SOFR + 2.20%2.99%
Term Loan V (b)Daily Simple SOFR + 2.25%3.23%
Term Loan L (b)1-Month Term SOFR + 2.04%3.76%

(a)Effective interest rate is after consideration of interest rate swaps and estimated patronage.

(b)The applicable margin is subject to periodic adjustment based on the lender’s actual cost of funds for each funding period.

PATRONAGE REFUNDS AND INTEREST RATE SWAPS

Our term credit facilities, including the term loans assumed in the PotlatchDeltic merger, are held by Farm Credit System lenders and provide for annual patronage refunds, which are profit distributions made by the lending cooperative to its member-borrowers. We account for patronage refunds as a reduction to interest expense in the period the amounts are earned and become reasonably estimable.

We have also entered into interest rate swap agreements that fix the variable-rate exposure on the entirety of our outstanding term debt, including all term debt assumed in the PotlatchDeltic merger. See Note 9 — Derivative Financial Instruments and Hedging Activities for additional information.

DEBT COVENANTS

In connection with our Second Amended and Restated Credit Agreement, we are subject to certain restrictive covenants. The most significant financial covenants, which are calculated on a trailing 12-month basis as of June 30, 2026, are summarized below:

Covenant RequirementActual RatioFavorable
Covenant EBITDA to consolidated interest expense shall not be less than2.5 to 18.7 to 16.2
Covenant debt to covenant net worth plus covenant debt shall not exceed65%28%37%

In addition to the financial covenants listed above, our senior notes and credit facilities include customary covenants that limit the incurrence of debt and the disposition of assets, among others. At June 30, 2026, we were in compliance with all applicable covenants under our debt agreements.

  1. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

RISK MANAGEMENT OBJECTIVE AND STRATEGY

We are exposed to market risk from changes in benchmark interest rates on our variable-rate term loans. To manage this exposure, we use variable-to-fixed interest rate swaps designated as cash flow hedges to convert floating-rate interest payments into fixed rate payments and reduce the variability of cash flows attributable to interest rate movements. We do not use derivative financial instruments for speculative or trading purposes. As of June 30, 2026, all outstanding derivatives are interest rate swaps designated as cash flow hedges.

POTLATCHDELTIC MERGER — ACQUIRED HEDGING INSTRUMENTS

In connection with the January 30, 2026 merger with PotlatchDeltic, we acquired 18 pay-fixed / receive-floating interest rate swaps with an aggregate notional amount of $1,037.0 million (the “PotlatchDeltic Merger Swaps”). One swap with a notional amount of $27.5 million matured on February 1, 2026. During the three months ended June 30, 2026, there was no additional swap activity, leaving 17 swaps with an aggregate notional amount of $1,009.5 million outstanding as of June 30, 2026.

The acquired swaps were recorded at fair value on the acquisition date and concurrently re-designated as cash flow hedges of forecasted variable-rate interest payments on the assumed loans under our Second Amended and Restated Credit Agreement. The acquisition-date fair value is being amortized to interest expense over the remaining swap terms, such that hedge accounting reflects only changes in fair value subsequent to re-designation in accumulated other comprehensive income (“AOCI”). All re-designated hedging relationships were determined to be highly effective as of June 30, 2026.

OTHER DESIGNATED SWAP ACTIVITY

Separately, during the three months ended June 30, 2026, two legacy Rayonier interest rate swaps with an aggregate notional amount of $200.0 million matured. These swaps were originally entered into to hedge variable-rate interest payments on the 2016 Incremental Term Loan, which was repaid in full at its maturity on April 28, 2026.

ACCOUNTING FOR DERIVATIVES

We record derivatives as assets or liabilities in the Consolidated Balance Sheets in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”). Gains and losses on derivatives designated and qualifying as cash flow hedges are recorded in AOCI and reclassified into earnings when the hedged transaction affects earnings. For derivatives not designated as hedges, changes in fair value are recognized immediately in earnings. Upon de-designation, the AOCI balance is reclassified into earnings over the original term of the forecasted transaction if the transaction remains probable, or immediately if probability is no longer met. As of June 30, 2026, all outstanding derivative instruments qualify for hedge accounting.

INTEREST RATE SWAPS

The hedged forecasted transactions are the monthly variable-rate interest payments on our combined post-merger loan portfolio, assessed on an aggregate basis for purposes of the ASC 815-20 notional adequacy (over-hedging) assessment. As of June 30, 2026, we are hedging exposure to variability in future cash flows on forecasted interest payments over a maximum period of approximately nine years.

The following table contains information on the outstanding interest rate swaps as of June 30, 2026:

Outstanding Interest Rate Swaps (a)
Start DateYears to MaturityNotional AmountRelated Debt FacilityFixed Rate of SwapBank Margin on DebtTotal Effective Interest Rate (b)
Legacy Rayonier Hedging Instruments
February 20223 years200,0002021 Incremental Term Loan0.67%1.92%2.59%
August 20242 years100,0002015 Term Loan0.78%1.60%2.38%
August 20242 years50,0002015 Term Loan0.64%1.60%2.24%
August 20242 years50,0002015 Term Loan3.29%1.60%4.89%
Hedging Instruments Acquired in the PotlatchDeltic Merger (January 30, 2026)
January 20261 year138,750Term Loan Q0.50%2.00%2.50%
January 20262 years65,000Term Loan K2.79%2.04%4.83%
January 20262 years35,000Term Loan L2.79%2.04%4.83%
January 20263 years150,000Term Loan M0.43%1.70%2.13%
January 20263 years40,000Term Loan N1.26%1.69%2.95%
January 20264 years138,750Term Loan R0.66%2.00%2.66%
January 20264 years23,000Term Loan O0.87%2.28%3.15%
January 20264 years23,000Term Loan O0.87%2.28%3.15%
January 20265 years20,000Term Loan P0.93%2.20%3.13%
January 20265 years20,000Term Loan P0.93%2.20%3.13%
January 20266 years20,000Term Loan S0.98%2.30%3.28%
January 20266 years20,000Term Loan S0.97%2.30%3.27%
January 20266 years38,000Term Loan U1.82%2.20%4.02%
January 20267 years38,000Term Loan V2.02%2.25%4.27%
January 20267 years40,000Term Loan T1.05%2.30%3.35%
January 20268 years100,000Term Loan W1.98%2.30%4.28%
January 20269 years100,000Term Loan X1.81%2.30%4.11%
Total Notional$1,409,500

(a)All interest rate swaps are designated as cash flow hedges and qualify for hedge accounting.

(b)Rate is before estimated patronage payments.

IMPACT ON THE CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

The following table presents the pre-tax impact of our derivatives on the Consolidated Statements of Income and Comprehensive Income (Loss) for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30, · Six Months EndedJune 30,
Income Statement Location2026202520262025
Derivatives designated as cash flow hedges:
Interest rate productsOther comprehensive income (loss), relating to continuing operations$14,253($1,439)$20,535($5,687)
Interest expense, net(3,661)(4,529)(7,671)(9,040)
Total interest expense, net, as reported on the Consolidated Statements of Income and Comprehensive Income (Loss)(16,910)(6,542)(31,211)(12,936)

AMOUNT EXPECTED TO BE RECLASSIFIED FROM AOCI INTO EARNINGS IN THE NEXT 12 MONTHS

During the next 12 months, the amount of the AOCI balance, net of tax, expected to be reclassified into earnings is a gain of approximately $16.4 million. These reclassified amounts are expected to offset variable interest rate payments to debt holders, resulting in no net impact on our earnings or cash flows.

NOTIONAL AMOUNTS

The following table contains the notional amounts of the derivative financial instruments recorded in the Consolidated Balance Sheets at June 30, 2026 and December 31, 2025:

Notional Amount
June 30, 2026December 31, 2025
Derivatives designated as cash flow hedges:
Interest rate swaps (a)$1,409,500$600,000

(a) The period-over-period increase in notional outstanding of $809.5 million is attributable to the 17 PotlatchDeltic Merger Swaps re-designated as cash flow hedges on January 30, 2026, offset by the maturity of swaps with an aggregate notional amount of $200 million related to the 2016 Term Loan, which was repaid in full at maturity on April 28, 2026.

FAIR VALUES

The following table contains the fair values of the derivative financial instruments recorded in the Consolidated Balance Sheets at June 30, 2026 and December 31, 2025. The Company classifies the fair value of its derivative instruments as current or non-current based on the contractual settlement timing of each individual derivative:

Location on Balance Sheet · Fair Value Assets (Liabilities) (a)
June 30, 2026 · December 31, 2025
Derivatives designated as cash flow hedges:
Interest rate swaps
Other current assets—$1,404
Other assets129,99025,438
Total derivative assets$129,990$26,842
Other non-current liabilities—($23)
Total derivative liabilities—($23)

(a) See Note 10 — Fair Value Measurements for further information on the fair value of our derivatives including their classification within the fair value hierarchy.

OFFSETTING DERIVATIVES

We present derivative financial instruments at their gross fair values in the Consolidated Balance Sheets. Our derivatives are not subject to master netting arrangements that permit a right of offset, and no collateral has been received from, or pledged to, counterparties under any of the outstanding interest rate swap agreements.

CREDIT RISK CONTINGENT FEATURES

Our interest rate swap agreements are executed under ISDA Master Agreements that contain customary credit-risk-related provisions that permit the counterparty to terminate the swap and require settlement at the net liability position upon a default on our underlying senior indebtedness. As of June 30, 2026, no derivative instruments containing such features were in a net liability position.

COUNTERPARTY CREDIT RISK

Counterparties to the Company's interest rate swap agreements are investment-grade commercial banks and Farm Credit System institutions, and the Company monitors counterparty credit quality on an ongoing basis. The Company does not consider its exposures to any individual counterparty to represent a significant concentration of credit risk.

  1. FAIR VALUE MEASUREMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

A three-level hierarchy that prioritizes the inputs used to measure fair value was established in the Accounting Standards Codification as follows:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than quoted prices included in Level 1.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following table presents the carrying amount and estimated fair values of our financial instruments as of June 30, 2026 and December 31, 2025, using market information and valuation methodologies we believe are appropriate under GAAP:

June 30, 2026 · December 31, 2025
Asset (Liability) (a) · CarryingAmount · Fair Value · CarryingAmount · Fair Value
Level 1 · Level 2 · Level 1 · Level 2
Cash and cash equivalents$411,760$411,760—$842,944$842,944—
Restricted cash, non-current (b)10,50510,505—495495—
Current maturities of long-term debt (c)———(199,982)—(200,000)
Long-term debt (c)(1,855,270)—(1,813,825)(845,335)—(806,080)
Interest rate swaps (d)129,990—129,99026,819—26,819
Noncontrolling interests in the Operating Partnership (e)38,527—34,77540,463—36,435

(a)We did not have Level 3 assets or liabilities at June 30, 2026 or December 31, 2025.

(b)Restricted cash includes proceeds from like-kind exchange sales held by a third-party intermediary and cash held in escrow. See Note 24 — Restricted Cash for additional information.

(c)The carrying amount of long-term debt is presented net of deferred financing costs and unamortized discounts on non-revolving debt. See Note 8 — Debt for additional information.

(d)See Note 9 — Derivative Financial Instruments and Hedging Activities for information regarding the Consolidated Balance Sheets classification of our derivative financial instruments.

(e)Noncontrolling interests in the Operating Partnership, representing ownership of Rayonier, L.P. units by parties other than the Company, are classified as temporary equity and are neither assets nor liabilities on the Company’s Consolidated Balance Sheets. See Note 6 — Noncontrolling Interests for additional information.

We use the following methods and assumptions in estimating the fair value of our financial instruments:

Cash and cash equivalents and Restricted cash — The carrying amount is equal to fair market value.

Debt — The fair value of fixed-rate debt is determined using quoted market prices for debt with comparable terms and maturities. For variable-rate debt, the carrying value approximates fair value as the interest rate adjusts with market changes.

Interest rate swap agreements — The fair value of interest rate contracts is determined by discounting the expected future cash flows for each instrument at prevailing interest rates.

Noncontrolling interests in the Operating Partnership — The fair value of noncontrolling interests in the Operating Partnership is determined by using the period-end closing price of Rayonier Inc. common shares.

  1. COMMITMENTS

At June 30, 2026, future minimum payments under non-cancellable commitments were as follows. Amounts include the obligations assumed in connection with the PotlatchDeltic merger. Lease and long-term debt obligations are excluded below and presented in Note 17 — Leases and Note 8 — Debt, respectively.

Environmental Remediation (a) · Real Estate Projects (b) · Cutting Contracts (c) · Commitments (d) · Total
2026$5,509$27,832$6,270$13,820$53,431
202789740,1438,2377,05856,335
202848714,9194,0672,64822,121
20293792,9991,6548815,913
20303404,4456048466,235
Thereafter1,9944,1127424,49111,339
$9,606$94,450$21,574$29,744$155,374

(a)Primarily represents our estimate of potential liability associated with environmental contamination and Natural Resource Damages (NRD) in Port Gamble, Washington. See Note 13 — Environmental and Natural Resource Damage Liabilities for additional information.

(b)Primarily consists of payments expected to be made on our real estate development projects.

(c)Consists of payments expected to be made under timber cutting contracts to supply logs to the Company’s Wood Product’s manufacturing facilities.

(d)Includes other purchase obligations.

  1. CONTINGENCIES

We have been named as a defendant in various lawsuits and claims arising in the normal course of business. While we maintain reasonable and customary insurance covering risks normally occurring in connection with our businesses, we have in certain cases retained some risk through the operation of large deductible insurance plans, primarily in the areas of executive risk, property, automobile and general liability. Except as discussed in Note 13 — Environmental and Natural Resource Damage Liabilities, these pending lawsuits and claims, either individually or in the aggregate, are not expected to have a material adverse effect on our financial position, results of operations, liquidity, or cash flows.

  1. ENVIRONMENTAL AND NATURAL RESOURCE DAMAGE LIABILITIES

We are subject to federal and state environmental laws that impose liability on current and former property owners for cleanup, restoration, and natural resource damages (“NRD”) generally on a strict-liability basis. For a description of the legal framework governing these obligations, see Note 13 —Environmental and Natural Resource Damage Liabilities in our 2025 Form 10-K.

Changes in environmental and NRD liabilities from December 31, 2025 to June 30, 2026 are shown below:

Port Gamble, WAOther SitesTotal
Non-current portion at December 31, 2025$6,089—$6,089
Plus: Current portion3,181—3,181
Total Balance at December 31, 20259,270—9,270
Liabilities assumed in the merger with PotlatchDeltic—679679
Expenditures charged to liabilities(460)(54)(514)
Increase to liabilities (a)171—171
Total Balance at June 30, 20268,9816259,606
Less: Current portion(5,778)(218)(5,996)
Non-current portion at June 30, 2026$3,203$407$3,610

(a)The increase in liabilities resulted from revised environmental and NRD cost estimates recognized during the six months ended June 30, 2026.

Port Gamble, Washington

Upland mill site cleanup is complete, and NRD restoration is expected to conclude within the next year. The remaining liability primarily reflects estimated costs of completing the NRD restoration and long-term monitoring of the bay, mill site, and landfills, which is expected to continue for an additional 15 to 20 years. It is reasonably possible the recorded liability may increase as restoration progresses due to changes in scope, field conditions, or regulatory requirements. Monitoring obligations may also extend in duration or scope over the multi-decade monitoring period. We do not expect any loss in excess of amounts accrued to be material to our consolidated financial position or liquidity. See Note 11 — Commitments.

  1. GUARANTEES

We provide financial guarantees as required by creditors, insurance programs, and various governmental agencies.

As of June 30, 2026, the following financial guarantees were outstanding:

Financial Commitments (a)Maximum PotentialPayment
Standby letters of credit (b)$1,020
Surety bonds (c)63,212
Total financial commitments$64,232

(a)We have not recorded any liabilities for these financial commitments in our Consolidated Balance Sheets. The guarantees are not subject to measurement as the guarantees are dependent on our own performance.

(b)The letters of credit primarily support various insurance-related agreements. These letters of credit will expire at various dates in 2026 and 2027 and will be renewed as required.

(c)Surety bonds primarily secure performance obligations for various operational activities, including collateral requirements for our real estate development projects and environmental remediation activities at Port Gamble (Kitsap County, Washington). These bonds provide financial assurance to regulatory agencies and municipalities that we will complete specified infrastructure and restoration work. Our surety bonds expire at various dates through 2028 and are expected to be renewed as required to meet ongoing obligations.

  1. HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS

We routinely assess potential alternative uses of our timberlands, as some properties may become more valuable for development, residential, recreation or other purposes. We periodically transfer, via a sale or contribution from the real estate investment trust (“REIT”) entities to taxable REIT subsidiaries (“TRS”), higher and better use (“HBU”) timberlands to enable land-use entitlement, development or marketing activities. We also acquire HBU properties in connection with timberland acquisitions. These properties are managed as timberlands until sold or developed. While the majority of HBU sales involve rural and recreational land, we also selectively pursue various land-use entitlements on certain properties for residential, commercial and industrial development in order to enhance the long-term value of such properties. For selected development properties, we also invest in targeted infrastructure improvements, such as roadways and utilities, to accelerate the marketability and improve the value of such properties.

In the merger with PotlatchDeltic, we assumed HBU properties with an estimated fair value of $59.6 million, including assets in Chenal Valley (Little Rock, Arkansas) and other development properties.

Changes in higher and better use timberlands and real estate development investments from December 31, 2025 to June 30, 2026 are shown below:

Higher and Better Use Timberlands and Real Estate Development Investments
Land and TimberDevelopment InvestmentsTotal
Non-current portion at December 31, 2025$84,123$41,967$126,090
Plus: Current portion (a)1,8504,9846,834
Total Balance at December 31, 202585,97346,951132,924
Non-cash cost of land and improved development(3,826)(2,174)(6,000)
Amortization of parcel real estate development investments—(4,182)(4,182)
Timber depletion from harvesting activities and basis of timber sold in real estate sales(1,826)—(1,826)
Capitalized real estate development investments (b)—18,48718,487
HBU properties assumed in the merger with PotlatchDeltic (c)59,563—59,563
Capital expenditures (silviculture)3—3
Intersegment transfers844—844
Total Balance at June 30, 2026140,73159,082199,813
Less: Current portion (a)(2,060)(9,374)(11,434)
Non-current portion at June 30, 2026$138,671$49,708$188,379

(a)The current portion of Higher and Better Use Timberlands and Real Estate Development Investments is recorded in Inventory. See Note 16 — Inventory for additional information.

(b)Capitalized real estate development investments include $0.7 million of capitalized interest and $8.9 million of parcel real estate development investments. Parcel real estate development investments represent investments made for specific lots and/or commercial parcels that are under contract or expected to be ready for market within one year.

(c)Based on preliminary estimates of fair value as of January 30, 2026. See Note 2 — Merger with PotlatchDeltic Corporation for additional information.

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