What changed in this filing

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Item 1A. Risk Factors

2026-03-05 compared with 2025-03-06 · 120 added, 76 removed, 268 unchanged (42% of the section changed)

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Macroeconomic and Industry Risks

Our business, financial condition and results of operations could be adversely affected by disruptions in the global economy caused by geopolitical conflicts and related impacts.

Geopolitical conflicts and related effects may negatively impact the global economy and our business.

Our business, financial condition and results of operations could be adversely affected by disruptions in the global economy caused by geopolitical instability and related impacts.

Geopolitical instability and related effects may negatively impact the global economy and our business.

Ongoing conflicts (e.g., Ukraine, Middle East), strained U.S.–China relations and evolving trade, tax and energy policies could disrupt supply chains, increase costs and limit market access.

While historically we have not had direct operations in geographic areas under conflict, we have significant operations and customers in Europe and Asia and have experienced shortages in key input materials and increased costs for transportation, energy and raw materials as a result of various conflicts.

Escalation of geopolitical tensions could result in, among other things, natural gas shortages, disruptions of operations for us, our customers and our suppliers, an increase in cyber intrusion attempts, lower consumer demand and changes to foreign currency exchange rates and financial markets, any of which would adversely affect our business.

Escalation of geopolitical tensions could result in, among other things, natural gas shortages, disruptions of operations for us, our customers and our suppliers, an increase in cyber intrusion attempts, lower consumer demand and volatility in foreign currency exchange rates and financial markets, any of which would adversely affect our ability to operate efficiently, maintain profitability and deliver growth across all segments of the Company.

In addition, the effects of any geopolitical conflict could heighten many of the other known risks described in this Item 1A—Risk Factors.

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Competition, demand fluctuations and cyclicality are our products’ most significant drivers of sales volumes and pricing.

We face significant competition from domestic and foreign producers in all of our businesses.

For example, in the market for our cellulose specialties product line, increased cellulose specialties production capacity from our competitors, some of whom have lower raw material, wood and production costs than we do, combined with demand weakness, can collectively contribute to lower cellulose specialties sales prices over periods of time.

We face significant competition from domestic and foreign producers in all our businesses.

Likewise, certain cellulose specialty grade volumes have declined meaningfully in recent years due to these factors.

Our high-purity commodity products for viscose and fluff applications were also at extremely low pricing levels in 2019 and 2020 and later rebounded.

There can be no assurance as to the duration and magnitude of a rebound or whether elevated levels during any one period can be sustained over a significant period of time.

With respect to demand for cellulose specialties, and in particular our acetate grades, the majority of these acetate grades are used to manufacture acetate tow, which is used to make the filter component of a cigarette.

In 2025, the closure of a competitor plant and the indefinite suspension of our Temiscaming cellulose plant have driven customers to explore alternative suppliers to limit being sole sourced.

There can be no assurance as to the duration and magnitude of a rebound or whether elevated levels during any one period can be sustained over a significant period.

With respect to demand for cellulose specialties, in particular our acetate grades, the majority of these acetate grades are used to manufacture acetate tow, which is used to make the filter component of a cigarette.

Significant increases in cigarette costs and potential actions taken by the U.S.

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Additionally, increased use of e-cigarettes, electronically heated tobacco products and smokeless tobacco products may affect demand for traditional cigarettes.

In addition, some of the industries in which our end-use customers participate, such as publishing, packaging, automotive and textiles, are cyclical in nature, thus posing risks to us that are beyond our control.

Demand and pricing for our industrial ethers produced from DWP could be adversely impacted by depressed global construction activity and DWP customers across multiple other segments may turn to lower-cost alternatives such as cotton linter pulp or synthetics for certain applications if they deem our pricing too high.

These industries are highly competitive and may experience overcapacity and reductions in end-use demand, which may affect demand for and pricing of our products.

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These factors may cause significant price changes over a short period.

To address these factors, we have in the past, and may in the future, elect to schedule production curtailments and shutdowns.

In particular, our high-yield pulp business has been the subject of temporary curtailments at various points in recent years in reaction to market conditions.

For example, in 2025, oversupply of domestic high-yield pulp in China has driven down sales prices and volumes.

To address these factors, we have in the past elected, and may in the future elect, to schedule production curtailments and shutdowns.

Our High-Yield Pulp business has had temporary curtailments at various points in recent years, including during 2025, in reaction to market conditions.

Our Paperboard business has a mix of long- and short-term contracts and has generally been more stable than our High-Yield Pulp business due to its strong ties to and steady demand of the lottery and packaging sectors.

However, in 2025, increased competitive activity from European Union imports and new U.S.

competitor capacity, as well as shifting customer dynamics associated with tariff uncertainty drove a decrease in sales prices and volumes.

To address these matters, similar to High-Yield Pulp, we have elected (including during 2025), and may in the future elect, to schedule production shutdowns to align inventory levels with demand and preserve cash flow.

Each of our Biomaterials products has its own unique market drivers and may be subject to volatility in demand, pricing and margins.

For example, demand for our 2G bioethanol fuel and tall oil soap may be significantly influenced by government policies, regulatory mandates and incentive programs related to decarbonization, including changes in European and other national renewable fuel policies, and adverse changes could reduce demand, impact pricing or make production less economically attractive.

While sales of our 2G bioethanol fuel are pursuant to a long-term offtake agreement, our results may still be adversely affected by changes in policy or eligibility requirements, counterparty performance and our ability to reliably operate and deliver contracted volumes.

Demand for lignosulfonates is influenced by construction and other industrial activity, and economic weakness, customer destocking or increased competition from alternative products may pressure volumes and margins.

In addition, because certain Biomaterials products are derived from our cellulose operations, our ability to supply these products may be affected by operating rates and production interruptions.

Changes in the availability and price of raw materials and energy and continued inflationary pressure could have a material adverse effect on our business, financial condition and results of operations.

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Caustic soda, a key manufacturing input in our high purity cellulose business, has historically had significant price volatility.

Similarly, the price of oil and natural gas and their pipeline transportation has historically experienced significant fluctuations based on weather, market demand and other factors.

Similarly, the price of oil and natural gas and their pipeline transportation have historically experienced significant fluctuations based on weather, market demand and other factors.

Additionally, industrial and other policies of the governmental agencies having jurisdiction over the suppliers of raw materials to our facilities may change due to changes in political leadership or otherwise, which also could adversely impact the cost of energy and its transportation.

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In these cases, we may have limited ability to pass along fluctuations in input costs.

For example, in 2022, we saw broad-based increases in costs from inflation that are material to our business as a whole, including with respect to key product inputs such as wood, energy, chemicals and transportation.

For example, in 2022, we saw broad-based increases in costs from inflation that were material to our business as a whole, including with respect to key product inputs such as wood, energy, chemicals and transportation.

Mitigating inflationary impacts through cost surcharges may not be sufficient and continued inflationary pressure could materially adversely affect our profits and margins under our customer contracts.

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We are subject to material risks associated with doing business outside of the U.S.

We have large manufacturing operations in Canada and France and a significant portion of our sales are to customers outside the U.S., including China, Europe, Japan, Canada, South Korea and other international markets.

We have large manufacturing operations in Canada and France and a significant portion of our sales are to customers outside the U.S., including China, Europe, Japan, India, Canada, South Korea and other international markets.

Sales to customers outside the U.S.

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In addition to ordinary-course currency fluctuations, specific events have had, and could in the future have, an impact on currency valuation.

Our risk management policy allows management, with oversight from the Finance and Strategic Planning Committee of our Board of Directors, to hedge a significant portion of our exposure to fluctuations in foreign currency exchange rates, though no hedges are currently in place.

Our risk management policy allows management, with oversight from our Board of Directors, to hedge a significant portion of our exposure to fluctuations in foreign currency exchange rates, though no hedges are currently in place.

To accomplish this, we have used, and may in the future use, derivative instruments, such as currency options and foreign exchange forward contracts, to mitigate our exposure to fluctuations in foreign currency exchange rates.

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Trade barriers such as tariffs, countervailing and anti-dumping duties, quotas and other similar restrictions on trade have historically resulted in, and may in the future result in, a material reduction in revenues and profitability.

For example, the U.S.

government imposed new tariffs on products imported from China in February 2025 and again in March 2025, and from Canada and Mexico in March 2025, which has and may result in additional retaliatory tariffs and other trade actions from these nations.

We cannot predict what additional changes to trade policy may be enacted by the U.S.

government with the previously mentioned countries or additional countries with which we do business, including whether existing tariff policies will be maintained or modified, what products may be subject to such policies or whether the entry into new bilateral or multilateral trade agreements will occur, nor can we predict at this time the effects that any such changes would have on our business.

The extent to which these changes in the global marketplace affect our business, financial condition and results of operations will depend on the specific details of the changes in trade policies, their timing and duration, as well as our ability to effectively deploy tools to address these issues.

government with the countries where we do business, including whether existing tariff policies will be maintained or modified, what products may be subject to such policies or whether the entry into new bilateral or multilateral trade agreements will occur, nor can we predict the effects that any such changes would have on our business.

The effects of previous trade restrictions on our business in China and Canada are discussed further below.

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This caused a significant decline in operating income for as long as the tariffs remained in place.

Similarly, in 2025, China imposed retaliatory tariffs on the U.S., including our commodity fluff sold into China, which significantly impacted our operating income and may continue to do so as long as they remain in place.

Failure by the U.S.

and Chinese governments to reach acceptable agreements regarding trade, as well as continued trade volatility and additional trade-related actions by the Chinese government, could have a material adverse impact on our business, financial condition and results of operations.

In 2024, product sales of $233 million were generated from Canadian exports to the U.S.

and Chinese governments to reach mutually acceptable agreements regarding trade, as well as continued trade volatility and additional trade-related actions by the Chinese government, could have a material adverse impact on our business, financial condition and results of operations.

In 2025, product sales of $133 million were generated from RYAM’s Canadian exports to the U.S.

and Canada have a history of trade disputes, dating to the early 1980s, in particular related to the export of softwood lumber from Canada into the U.S.

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that resulted in the assessment of duties on lumber exported into the U.S., which Canada continues to challenge on numerous legal fronts.

With the third quarter 2024 sale of our softwood lumber duty refund rights, this dispute is no longer potentially adversely impactful to our business.

With the 2024 sale of our softwood lumber duty refund rights, this dispute is no longer potentially adversely impactful to our business.

However, failure by the U.S.

and Canadian governments to reach acceptable agreements regarding future trade could have a materially adverse impact to our business, financial condition and results of operations.

We are subject to risks associated with epidemics and pandemics, which could have a material adverse impact on our business, financial condition, results of operations and cash flows.

Our global operations expose us to risks associated with public health crises, including epidemics and pandemics, which may generate significant volatility, uncertainty and economic disruption in many markets where we or our customers do business.

Pandemics and epidemics, such as COVID-19, have adversely impacted, and may in the future adversely impact, our business and financial condition in various ways, including increased operating costs due to stricter health and safety protocols implemented at our facilities to protect employees and contractors, reductions and unpredictable fluctuations in demand and reduced supply chain reliability, impairing our ability to timely and efficiently move our products through the various steps in the global supply chain process to our end customers.

Business and Operational Risks

Our ten largest customers represented a significant portion of our 2024 revenue and the loss of all or a substantial portion of our revenue from these customers could have a material adverse effect on our business.

Our ten largest customers represented a significant portion of our 2025 revenue and the loss of all or a substantial portion of our revenue from these customers would likely have a material adverse effect on our business.

While we are not dependent on any single customer or group of customers and we continue to strive to broaden and diversify our customer base, our ten largest customers accounted for a significant portion, approximately 38 percent , of our 2025 revenue.

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We experienced significant reliability issues during the first quarter of 2019 at our Temiscaming, Quebec plant and during the third quarter of 2021 at our Jesup, Georgia plant.

In the third quarter of 2024, a fire at our Jesup plant impacted operations for two weeks;

In the fourth quarter of 2024, a fire at our Jesup plant impacted operations for two weeks;

• prolonged power interruptions or failures;

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• natural disasters (including those as a result of climate change), including fires, floods, windstorms, earthquakes, hurricanes or other similar catastrophes;

• labor interruptions, including strikes and short duration walk-outs, such as the walk-outs in 2019 and 2021 at our plant in Tartas, France;

• labor interruptions, including strikes and short duration walkouts, such as the walkouts in 2019, 2021 and 2025 at our plant in Tartas, France;

• terrorism or threats of terrorism;

• epidemics and pandemics;

• new climate change or other environmental regulations, compliance with which may require significant capital expenditures to address modifications to our facilities, supply chain or other infrastructure;

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Unfavorable changes in the availability of, and prices for, wood fiber may have a material adverse impact on our business, financial condition and results of operations.

Wood fiber is the largest volume raw material used in the manufacturing of virtually all of our products.

Wood fiber is the largest volume raw material used in the manufacturing of virtually all our products.

Many factors can impact its availability and pricing.

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or France, changes in the logging and transportation supply base or significant changes to historically customary natural conditions could materially increase our costs and thereby materially adversely impact our business, financial condition and results of operations.

We depend on third parties for transportation services and unfavorable changes in the cost and availability of transportation could materially adversely affect our business.

Our business depends on transportation services provided by third parties, both domestically and internationally.

We rely on these providers for transportation of the products we manufacture as well as delivery of raw materials to our manufacturing facilities.

A significant portion of the products we manufacture and raw materials we use are transported by railroad, truck and ship.

If any of our transportation providers fail to deliver the goods we manufacture in a timely manner, or damage them during transport, we may be unable to sell those products at full value, if at all.

Similarly, if any of these providers fail to deliver raw materials to us in a timely manner, we may be unable to timely manufacture our products in response to customer demand.

In addition, the cost of energy, and specifically fuel, may adversely impact the cost of transporting our products.

Finally, if the domestic rail or truck service providers, or the port system that we rely on for international shipping, suffer work stoppages, slowdowns or strikes, our business could be materially adversely impacted.

Substantial capital is required to maintain our production facilities, and the cost to repair or replace equipment, as well as the associated downtime, could materially adversely affect our business.

We operate capital-intensive businesses and require substantial capital for ongoing maintenance, repair and replacement of existing facilities and equipment.

Failure to invest sufficient capital into ongoing maintenance could jeopardize our operational efficiency.

Additionally, the risk of significant unexpected equipment failure increases as certain assets near the end of their useful life, further threatening operational performance and increasing the risk of unplanned downtime.

Although we endeavor to maintain our production equipment with regularly scheduled maintenance, key pieces of equipment and systems, some of which are large in scale, may need to be repaired or replaced periodically.

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If any such events or circumstances arise and it is determined that sufficient future cash flows do not exist to support the current carrying value, we would be required to record an impairment charge for our long-lived assets.

In the third quarter of 2024, in conjunction with the indefinite suspension of Temiscaming High Purity Cellulose operations, we recorded a non-cash asset impairment of $25 million.

In the fourth quarter of 2023, in conjunction with the optimization and realignment of our High Purity Cellulose assets, we recorded a non-cash impairment of $62 million related to certain assets at the Temiscaming and Jesup facilities.

See Note 3—Indefinite Suspension of Operations and Note 8—Property, Plant and Equipment, Net for further details of these impairments.

In the first quarter of 2026, we determined that we would permanently cease DWP production at the Temiscaming site.

The accounting impact of this decision is currently being assessed and may result in a non-cash asset impairment in the first quarter of 2026.

See Note 7—Property, Plant and Equipment, Net to our Financial Statements for details of impairments recorded in the periods presented.

We may be required to recognize a significant non-cash charge to earnings if our recorded deferred tax assets are deemed unrealizable.

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If we incur adjusted losses in certain jurisdictions over this period, generally considered three years, we could be required to derecognize a material balance of DTAs, which would adversely affect our results of operations.

The vast majority of our DTAs are in Canada, with $334 million of net DTAs recognized on the consolidated balance sheets as of December 31, 2024.

We depend on third parties for transportation services and unfavorable changes in the cost and availability of transportation could materially adversely affect our business.

Our business depends on transportation services provided by third parties, both domestically and internationally.

We rely on these providers for transportation of the products we manufacture as well as delivery of raw materials to our manufacturing facilities.

A significant portion of the products we manufacture and raw materials we use are transported by railroad, truck and ship.

If any of our transportation providers fail to deliver the goods we manufacture in a timely manner, or damage them during transport, we may be unable to sell those products at full value, if at all.

Similarly, if any of these providers fail to deliver raw materials to us in a timely manner, we may be unable to timely manufacture our products in response to customer demand.

In addition, the cost of energy, and specifically fuel, may adversely impact the cost of transporting our products.

Finally, if the port system that we rely on for international shipping suffers work stoppages, slowdowns or strikes, our business could be materially adversely impacted.

The vast majority of our DTAs are in Canada.

We incurred a cumulative adjusted pre-tax loss in Canada over the three most recent fiscal years ending in 2025.

We expected to incur this cumulative loss in Canada based on projections in the second quarter of 2025 and, as a result of the significant weight of this negative evidence, recorded a full valuation allowance against these assets in that quarter.

The result was a $337 million tax expense.

Barring positive evidence that changes this conclusion, future Canadian earnings will not result in tax expense or benefit on our financial statements.

The valuation allowance does not impact our legal right to use the deferred tax assets against cash taxes and future recognition will continue to be evaluated as market conditions evolve.

Our remaining net DTA was $11 million as of December 31, 2025.

See Note 21—Income Taxes to our Financial Statements for further details.

Failure to maintain satisfactory labor relations could have a material adverse effect on our business.

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In addition, our inability to negotiate acceptable contracts with any of these labor unions as existing agreements expire could result in strikes or work stoppages by the affected workers.

While we do not expect any labor interruptions of significant duration, if our unionized employees were to engage in a strike or other work stoppage, such as the short-duration walk-outs in 2019 and 2021 at our plant in Tartas, France, at one or more of our major facilities, we could experience a significant disruption of our operations, which could materially adversely affect our business, financial condition and results of operations.

While we do not expect any labor interruptions of significant duration, if our unionized employees were to engage in a strike or other work stoppage, such as the short-duration walkouts in 2019, 2021 and 2025 at our plant in Tartas, France, at one or more of our major facilities, we could experience a significant disruption of our operations, which could materially adversely affect our business, financial condition and results of operations.

We depend on attracting and retaining key personnel, the loss of whom could materially adversely affect our business.

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Our failure to develop and retain key personnel and recruit and develop qualified replacements for retiring and other departing employees could materially adversely affect our business, financial condition and results of operations, as well as our ability to succeed in our human capital goals and priorities.

In January 2026, we appointed a new CEO.

Leadership transitions may result in changes to strategic priorities, operating approaches, capital allocation decisions and management processes.

Such transitions may create uncertainty among employees, customers, suppliers and investors and may increase the risk of turnover among key personnel.

In addition, the successful execution of our strategic priorities depends on the ability of our executive leadership team to effectively manage change, align the organization and maintain focus on operational performance and cash generation.

If our leadership transition results in disruption to our operations, loss of key talent or an inability to effectively execute our strategic initiatives, our business, financial condition, results of operations and cash flows could be materially adversely affected.

Failure to meet our customers’ needs through the development of new products or the discovery of new applications for our existing products, or our inability to protect the intellectual property underlying new products or applications, could have a material adverse impact on our business.

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Manufacturers may introduce new products or require new technological capacity to develop customized products.

Our future growth depends on our ability to gauge the direction of our customers’ commercial and technological progress in the key end markets into which we sell our products and to then successfully develop, manufacture and sell products in these end markets.

Our future growth depends on our ability to gauge the direction of our customers’ commercial and technological progress in the key end markets into which we sell our products and then invest sufficient strategic capital to successfully develop, manufacture and sell products in these end markets.

We have an active R&D program to develop new products and new applications for our existing products.

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Moreover, some of our new products and applications may not contain intellectual property that can be protected under intellectual property laws.

In addition, artificial intelligence technologies have developed rapidly and our future success may depend on our ability to integrate the technology into our internal business processes and new products, services and technologies.

Failure to generate meaningful revenue and profit from our R&D efforts could materially adversely affect our business, financial condition and results of operations.

Failure to integrate AI and similar advanced technologies into our business processes may materially adversely affect our competitive position and results of operations.

Rapid advancements in AI, machine learning, automation and data analytics technologies are transforming many industries and may significantly alter competitive dynamics.

Our competitors may adopt AI-driven tools and technologies more quickly, more effectively or at a lower cost than we do.

The use of AI may enable competitors to enhance product development, improve manufacturing efficiency, optimize supply chains, better predict customer demand, reduce operating costs, accelerate innovation cycles, improve pricing strategies or deliver more customized products and services.

If our competitors are able to leverage AI to operate more efficiently or to offer superior or lower-cost products and services, we may experience reduced demand for our offerings, pricing pressure, loss of market share and margin compression.

Our ability to effectively compete will depend, in part, on our ability to successfully evaluate, adopt, develop, integrate and govern AI technologies in a responsible and compliant manner.

Implementation of AI solutions may require significant investment in data infrastructure, cybersecurity, talent and compliance frameworks.

If we are unable to make such investments on a timely basis, fail to attract or retain qualified personnel, lack sufficient high-quality data or encounter technological or operational challenges in deploying AI, we may be at a competitive disadvantage.

Additionally, the regulatory environment surrounding AI is rapidly evolving.

Competitors operating in jurisdictions with more favorable regulatory regimes or who assume greater regulatory risk may achieve advantages in speed to market or cost structure.

If we adopt a more conservative approach to AI deployment due to legal, ethical, reputational, or compliance considerations, our competitors may gain a relative advantage.

Any of the foregoing factors could materially adversely affect our business, financial condition, results of operations and long-term growth prospects.

Loss of our intellectual property and sensitive data or disruption of our manufacturing operations due to a cybersecurity incident could materially adversely impact our business.

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One form of attempted cyber intrusion that has become increasingly prevalent is the practice of cyber extortion, particularly through the use of ransomware.

The sophistication of cybersecurity threats continues to grow, and the use of emerging technologies, such as artificial intelligence and quantum computing, for nefarious purposes increases the risk of cybersecurity incidents.

The sophistication of cybersecurity threats continues to grow, and the use of emerging technologies, such as AI and quantum computing, for nefarious purposes increases the risk of cybersecurity incidents.

Cyber intrusions targeting our business systems, operational tools and external vendor software could compromise our intellectual property and confidential business data, cause a disruption to our operations or damage our reputation.

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Such an event could have a material adverse impact on our financial condition and results of operations.

Challenges and uncertainties in executing our Biomaterials strategy may adversely impact our business and financial results.

The successful execution of our biomaterials strategy is subject to a number of potential challenges and uncertainties.

Our strategic initiatives and operating priorities may not achieve their intended results.

We have implemented, and may continue to implement, strategic initiatives and operating priorities designed to improve free cash flow, reduce leverage, enhance operational performance and strengthen the long-term earnings power of our businesses.

The successful execution of these initiatives depends on a number of assumptions regarding market conditions, operating performance, capital allocation and cost structure improvements.

The execution of strategic initiatives is subject to numerous risks and uncertainties, including:

• our ability to achieve anticipated cost savings, productivity gains and operational improvements;

• potential disruption to our operations, workforce, supplier base or customer relationships;

• the risk that market conditions deteriorate or fail to improve as expected;

• the possibility that costs associated with strategic initiatives, capital investments or operational changes are greater than anticipated;

• challenges in executing capital allocation decisions or other strategic alternatives on acceptable terms, or at all;

• the risk that anticipated benefits are not realized within expected timeframes, or at all.

In addition, the implementation of strategic initiatives may require us to incur additional charges, including restructuring costs, asset impairments or other expenses.

If we are unable to successfully execute our strategic initiatives, our business, financial condition, results of operations and cash flows could be materially adversely affected.

Challenges and uncertainties in executing our strategy to grow our Biomaterials business may adversely impact our business and financial results.

The successful execution of our strategy to grow our Biomaterials business is subject to a number of potential challenges and uncertainties.

Certain regulatory approvals may be required in connection with the expansion of our Biomaterials business and its underlying projects.

Denial or delay of such approvals or changes in requirements could impact our ability to commercialize these products as planned.

For example, we are in the process of formally appealing a denial of a permit to construct a proposed bioethanol plant within the boundary of our Fernandina Beach, Florida, facility.

For example, we are in the process of formally challenging through the courts a denial of a permit to construct a proposed bioethanol plant within the boundary of our Fernandina facility.

Market viability of our Biomaterials products depends on various factors including demand for renewable alternatives, customer acceptance and the economic viability of our products relative to fossil fuel-based options.

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For example, our ability to secure future funding under existing funding agreements is subject to key project milestones, conditions and thresholds, and the failure to achieve these could delay access to capital, require us to seek alternative financing on less favorable terms or limit our ability to proceed with planned investments in biomaterials production.

Failure to successfully navigate these and related challenges impacting our biomaterials strategy could adversely affect our ability to generate expected returns and fully realize the strategy’s long-term growth potential.

Failure to successfully navigate these and related challenges impacting our Biomaterials strategy could adversely affect our ability to generate expected returns and fully realize the business’s long-term growth potential.

Regulatory and Environmental Risks

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These laws, regulations and permits, now and in the future, may materially adversely restrict our current production, limit our ability to increase production and impose significant costs on our operations with respect to environmental compliance.

We expect compliance-related capital expenditures and operating costs to likely increase over time as environmental laws, regulations and permit conditions become more strict and as the expectations of the communities in which we operate become more demanding.

We expect compliance-related capital expenditures and operating costs to likely increase over time as environmental laws, regulations and permit conditions become stricter and as community expectations in the areas where we operate continue to evolve.

Environmental laws, regulations and permits are constantly changing and may become more restrictive.

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Environmental laws and regulations may continue to become more restrictive and over time could materially adversely affect our business, financial condition and results of operations.

Environmental groups, Indigenous communities and interested individuals may seek to delay or prevent a variety of our operations .

Environmental groups, Indigenous communities and interested parties may seek to delay or prevent a variety of our operations .

We expect that environmental groups, Indigenous communities and interested individuals will intervene with increasing frequency in the regulatory processes in areas where we operate.

Generally, environmental permitting programs in all areas where we operate include provisions for public and stakeholder engagement for both renewal of existing permits and approval for expansions or modifications of our manufacturing operations.

In Canada, direct consultation with Indigenous communities may also be required.

Delays, restrictions and increased costs caused by the intervention of these groups or interested individuals could adversely affect our operating results.

For example, in Canada, direct consultation with Indigenous communities may also be required.

Delays, restrictions and increased costs caused by the intervention of these groups or interested individuals could adversely affect our operating results or growth opportunities.

In addition to intervening in permit proceedings, interested groups and individuals may file or threaten to file lawsuits that seek to prevent us from obtaining permits, implementing capital improvements or pursuing operating plans.

For example, in March 2014, litigation was commenced in federal court by the Altamaha Riverkeeper alleging violations of federal and state environmental laws relating to permitted wastewater discharges from our plant in Jesup, Georgia (although it was dismissed by the court on summary judgment in 2015), and in January 2016, the same group brought an action against the Georgia EPD in opposition to the Georgia EPD’s issuance of a renewed wastewater treatment permit for our Jesup plant.

While these proceedings have, to date, been decided largely in our favor, we expect similar attempts at legal intervention to be made in the future.

For example, environmental groups have previously challenged wastewater discharge permits for our Jesup, Georgia facility, and in August 2025 filed an administrative appeal of the reissuance of our NPDES permit for that facility, which remains pending.

Additionally, in early 2025, the City of Fernandina Beach denied our site plan application for a proposed bioethanol facility and we are engaged in an ongoing administrative and legal dispute regarding that decision.

An adverse outcome in these or similar proceedings could result in delays, more stringent permitting conditions, increased compliance costs, capital expenditures or limitations on our operations.

We currently own and may acquire properties that require environmental remediation or otherwise are subject to environmental and other liabilities.

We currently own, and may acquire in the future, properties that are subject to environmental liabilities, such as remediation of soil, sediment and groundwater contamination and other liabilities.

In addition, we may have such liabilities at properties, such as formerly operated manufacturing facilities, that we no longer own.

In addition, we have such liabilities at properties, such as formerly operated manufacturing facilities, that we no longer own.

The cost of assessment and remediation of contaminated properties could be substantial and materially adversely affect our financial results.

These costs could include costs of investigation and assessment, corrective measures, installation of pollution control equipment and other remediation and closure costs, as well as costs to resolve third-party claims for property damage and personal injury as a result of alleged violations of, or liabilities arising out of, environmental laws and regulations.

Although we believe we have adequate liabilities recorded, legal requirements relating to assessment and remediation of contaminated properties continue to become more stringent and there can be no assurance that actual expenditures will not exceed current liabilities and forecasts or that other presently unknown liabilities will not be discovered in the future.

These costs could include investigation and assessment, corrective measures, installation of pollution control equipment and other remediation and closure costs, as well as costs to resolve third-party claims for property damage and personal injury as a result of alleged violations of, or liabilities arising out of, environmental laws and regulations.

Although we believe we have adequate liabilities recorded for known environmental liabilities, legal requirements relating to assessment and remediation of contaminated properties may over time become more stringent and there can be no assurance that actual expenditures will not exceed current liabilities and forecasts or that other presently unknown liabilities will not be discovered in the future.

See Item 1—Business—Environmental Matters and Note 11—Environmental Liabilities to our Financial Statements for additional information.

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In addition, the federal government of Canada has indicated its intent to regulate priority air pollutants and GHGs under its Clean Air Act and Canadian Environmental Protection Act.

Under the proposed regulatory targets, our Canadian operations may be required to reduce air pollutants, such as particulate matter, SOx, NOx and GHGs.

While industry consultations are ongoing with the federal government of Canada, the cost of making any such reductions cannot currently be estimated.

Although our existing pollution control systems are designed to manage criteria pollutants such as particulate matter, SOx and NOx, more stringent requirements or new GHG reduction mandates could require additional capital expenditures, operational modifications or technology investments.

While industry consultations are ongoing with the federal government of Canada, the potential cost of compliance with such future regulatory requirements cannot be reasonably estimated at this time.

However, the requirements associated with particulate matter, SOx and NOx are not expected to be material to our business given our current operations and pollution control systems.

The federal government of Canada has adopted the Greenhouse Gas Pollution Pricing Act, which implements the federal carbon pollution pricing system.

Under the provisions of the Greenhouse Gas Pollution Pricing Act, the provinces that have previously implemented their own carbon pollution price, or “cap-and-trade” system, will not be subject to the federal program provided their program meets the minimum federal pricing and emissions reduction targets.

Under the provisions of this Act, the provinces that have previously implemented their own carbon pollution price, or “cap-and-trade” system, will not be subject to the federal program provided their program meets the minimum federal pricing and emissions reduction targets.

Quebec has a cap-and-trade program for GHGs that meets the minimum criteria, and our Temiscaming, Quebec plant was a net purchaser of credits under this program in 2025.

To date, the cost of GHG credits under cap-and-trade programs purchased by our business and incorporated into the overall cost of our purchased wood fiber has not been material.

However, no assurances can be given that they will not substantially increase in the future, as the future regulatory state and the cost of GHG credits in applicable jurisdictions is currently unknown.

However, changes in certain factors such as increases in carbon prices, reductions in free allocations, changes in eligibility criteria or expansion of regulatory coverage could materially increase our operating costs in the future.

As regulators increasingly focus on climate change and other sustainability issues, we have and may become subject to new disclosure frameworks and regulations.

In January 2023, the European Commission issued the Corporate Sustainability Reporting Directive, which we believe will apply to RYAM’s business, that requires expansive disclosure on various sustainability topics, including climate change, biodiversity, workforce, supply chain and business ethics.

The State of California has also issued new climate change disclosure requirements for certain entities conducting business in California and the SEC finalized a new rule on climate change disclosures in 2024.

Although the SEC issued an order staying the new rule in April 2024 pending ongoing litigation challenging the rule, we are evaluating the impact this rule will have on our disclosures if it becomes effective.

Our compliance with such rulemakings may require significant increased effort and costs.

In recent years, new and potential regulatory requirements, such as the European Commission’s Corporate Sustainability Reporting Directive, the European Green Deal, the European Union Deforestation Regulation and the State of California’s new climate change reporting requirements for certain entities conducting business in the state, have mandated, or seek to mandate, expansive disclosure on various sustainability and ESG topics, including climate change, biodiversity, workforce, supply chain and business ethics, alongside carbon emissions reductions and energy efficiency standards.

We are closely monitoring these rules and regulations and their potential impact on us.

Our compliance with such rulemakings may require significantly increased effort and costs.

Transition risks associated with climate change.

The transition to a low carbon economy, as predicted by many investors and other stakeholders, poses both risk and opportunity for us that are, as yet, unable to be quantified.

The global transition to a low carbon economy, as predicted by many investors and other stakeholders, poses both risk and opportunity for us that are, as yet, unable to be quantified.

Similar to other manufacturers in our industry, we use biomass, natural gas, liquid fossil fuels and purchased electricity to power our plants.

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The primary input of all our products is wood — a renewable, natural raw material.

Further, our cellulose specialties products are natural polymers that can be used as an effective, more climate-friendly substitute for certain applications that currently use fossil fuel-based products.

We continue to explore additional climate-friendly applications for existing products and pursue projects to develop new sustainable products from renewable resources, including our operational 2G bioethanol facility in France, our planned bioethanol plant at Fernandina Beach and our involvement in AGE, a start-up entity seeking to generate green electricity using renewable forestry and other biomass waste.

However, these opportunities, as well as their attendant risks, are not fully known or understood at this time.

Further, our Cellulose Specialties products are produced from natural polymers and can be used as an effective, more climate-friendly substitute for certain applications that currently use fossil fuel-based products.

However, these opportunities carry technical, market and regulatory uncertainties, and their long-term financial impact remains unknown at this time.

Physical risks associated with climate change.

The potential impacts of extreme weather, such as hurricanes, blizzards, wildfires and heavy rain, that could result from the impacts of climate change, are factored into our enterprise risk assessment process and the mitigation measures we currently take to protect our assets and business.

It is not clear whether an increased frequency of these or similar events would materially change our risk profile, analyses or mitigation measures, but there can be no assurance that they would not require additional material expenditures.

In sum, additional business and regulatory initiatives may be implemented to address GHG emissions and other climate change-related concerns.

If such initiatives are implemented, we may be required to incur additional capital expenditures, increased operating costs for wood fiber or raw materials and/or increased mitigating expenses, such as carbon taxes or other charges, to address and comply with any such initiatives.

No assurance can be given that the increased costs associated with compliance of future GHG-related requirements will not have a material adverse effect on our business, financial condition and results of operations.

No assurance can be given that the increased costs associated with compliance with future GHG-related requirements will not have a material adverse effect on our business, financial condition and results of operations.

Financial Risks

We may need to make significant additional cash contributions to our retirement benefit plans if investment returns on pension assets are lower than expected or interest rates decline, and/or due to changes to regulatory, accounting and actuarial requirements.

We have a qualified non-contributory defined benefit pension plan, which covers many of our salaried and hourly employees in the U.S.

The Federal Pension Protection Act of 2006 requires that certain capitalization levels be maintained in each benefit plan.

pension plans, while currently adequately funded, will also require periodic contributions to ensure that applicable legal requirements are met.

We have defined benefit pension and postretirement plans, which cover many of our salaried and hourly employees in the U.S.

and Canada, some of which are required to maintain certain capitalization levels or periodic contributions to ensure that applicable legal requirements are met.

Because it is unknown what interest rates and the investment return on pension assets will be in future years, no assurances can be given that applicable law will not require us to make future material plan contributions.

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• limiting our flexibility in planning for, or reacting to, market or other changes in our businesses and industry;

• placing us at a disadvantage to our competitors that may not be as highly leveraged with debt;

• placing us at a disadvantage to our competitors that may not be as highly leveraged;

• limiting our ability to borrow additional funds as needed or take advantage of business opportunities as they arise, pay cash dividends or repurchase shares of our common stock;

• limiting access to liquidity, including through our asset-based revolving credit facility.

The risks described above could increase to the extent we incur additional indebtedness.

These risks could increase to the extent we incur additional indebtedness.

In addition, our actual cash requirements in the future may be greater than expected.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors