Sylvamo Corp

The risk factors that affect our business and financial results are set forth under Part I, Item 1A, “Risk Factors,” in our 2025 Form 10-K. There have been no material changes to the risk factors described in the 2025 Form 10-K, except for the risk noted below. The risk factors in Item 1A. Risk Factors in the 2025 Form 10-K and the risks described in this Form 10-Q or our other SEC filings could cause our actual results to differ materially from those stated in any forward-looking statements.

We may not complete the proposed sale of the Company’s Europe business.

On November 6, 2026, the Company announced that it had entered into a put option agreement with Midas Atlantic Partners, in partnership with The Najafi Companies, for a binding offer to acquire the Company’s Europe business. The Offer is for the business to be transferred to Midas Atlantic Partners with an agreed level of working capital and cash in exchange for the right to receive 20% of future distributions of the business. The Offer binds the buyer, but not the Company.

There is no assurance that the Offer will result in a sale of the Company’s Europe business. The Company’s ability to conduct the proposed sale depends on various factors, some beyond our control. The Company’s entry into a share purchase agreement (“SPA”), as proposed by the Option Agreement, is subject to the Company’s election to exercise the put option after certain conditions have been met, including our completion of required consultation processes with works councils and employee representatives in accordance with applicable law. We will complete these consultation processes before making any final decision on exercising the put option and entering into an SPA. Definitive SPA terms and completion of the transaction on a timely basis, if at all, would be subject to various factors and conditions, both known and unknown, including the satisfaction of conditions related to work councils’ approvals, the parties’ obtaining required regulatory approvals, and the satisfaction or waiver of other closing conditions.

Even if the Company were to complete the proposed sale, it might not have a positive effect on shareowner value and the Company might not realize the anticipated benefits of the transaction. The sale process and any resulting sale could have known and unknown adverse effects on the Company, including diverting management’s attention, disrupting our business, and exposing us to litigation. The Company has incurred, and will continue to incur, significant costs and expenses in connection with the proposed sale. Speculation and perceived uncertainties about developments related to the proposed sale could also cause volatility in the market price of the Company’s common stock.