What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-05 compared with 2025-03-06 · 315 added, 212 removed, 289 unchanged (65% of the section changed)

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See Forward-Looking Statements and Item 1A—Risk Factors in this 2025 Form 10-K.

This section primarily discusses 2024 and 2023 items and comparisons between these years.

For a discussion of year-over-year comparisons between 2023 and 2022 and other financial information related to 2022 that is not included in this 2024 Form 10-K, refer to Item 7 —Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024.

This section primarily discusses 2025 and 2024 items and comparisons between these years, with the exception of our “Operating Results by Segment,” which has been recast in line with our new segment reporting structure for all periods presented.

For a discussion of all other year-over-year comparisons between 2024 and 2023 and other financial information related to 2023 that is not included in this 2025 Form 10-K, refer to Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 6, 2025.

Overview of Operations

We are a diversified global leader of cellulose-based technologies that operated in the following operating segments during the years presented in this 2024 Form 10-K:

• High Purity Cellulose

We are a diversified global leader of cellulose-based technologies, operating in the following segments:

• Cellulose Specialties

• Biomaterials

• Cellulose Commodities

• High-Yield Pulp

All segment information disclosed in this 2024 Form 10-K is according to the above operating segment structure.

High Purity Cellulose

We manufacture and market high purity cellulose, sold as cellulose specialties or commodity products.

We are the leading global producer of cellulose specialties, which are primarily used in dissolving chemical applications that require a highly purified form of cellulose.

Prior to 2025, the Cellulose Specialties, Biomaterials and Cellulose Commodities operating segments were reported as a single segment, High Purity Cellulose.

In the first quarter of 2025, we determined that the performance and outlook of the High Purity Cellulose business would be better managed as three separate businesses.

Prior period segment results have been recast to align with this new segment reporting structure.

No changes were made to the composition of the Paperboard and High-Yield Pulp operating segments.

See Note 22—Segment and Geographical Information to our Financial Statements for further information.

In January 2026, we appointed a new CEO who also assumed the role of CODM.

Operating segments are determined based on how the CODM reviews and evaluates company operations for purposes of assessing performance and allocating resources.

As a result of this leadership transition, we will evaluate whether any changes to our reportable segment structure are required in 2026.

Cellulose Specialties

We are the leading global producer of cellulose specialties, which are primarily used in dissolving chemical applications that require a highly purified form of cellulose, including liquid crystal displays, filters, textiles and performance additives for pharmaceutical, food and other industrial applications.

Pricing for our cellulose specialties products is typically set by contract for at least one year, based on negotiations with customers.

Our commodity products primarily consist of commodity viscose and fluff.

Key input costs — wood, chemicals and energy — represent approximately 45 percent of our per MT cost of sales.

Transportation, depreciation, labor, maintenance and other manufacturing fixed costs represent our remaining cost of sales.

Our specialized assets also produce biomaterials, including biofuels, lignosulfonates, tall oil soap, HCE and turpentine.

Sales of lignin, a by-product of our manufacturing process, are also included in the Biomaterials operating segment.

Commercial sales of our wood-based 2G bioethanol fuel are in accordance with a long-term offtake agreement with a large international petrochemicals company.

Pricing for the other biomaterials that we currently produce is based on the market dynamics of supply and demand.

Key input costs — chemicals and energy — represent approximately 30 percent of our cost of sales.

Transportation, depreciation, labor, maintenance and other manufacturing fixed costs represent our remaining cost of sales.

Cellulose Commodities

Our Cellulose Commodities products are primarily used for absorbent materials and viscose applications.

Absorbent materials, typically referred to as fluff, are used as an absorbent medium in consumer products.

Commodity viscose is a raw material required for the manufacture of viscose staple fibers, which are used in woven and non-woven applications.

Commodity fluff is used as an absorbent medium in consumer products.

Pricing for commodity products is typically referenced to published indices or based on publicly available spot market prices.

Our specialized assets also produce bioelectricity and biomaterials, including biofuels, lignin and tall oil soap.

Sales of chemicals and energy, by-products of our manufacturing process, are also included in the High Purity Cellulose operating segment.

Our three operating production facilities, located in the U.S., Canada and France, have a combined annual production capacity of 895,000 MTs of cellulose specialties and commodity products, excluding the 150,000 MTs capacity of the Temiscaming plant whose operations were indefinitely suspended in July 2024.

Of our total annual capacity, we dedicate 270,000 MTs of annual production to commodity products, primarily fluff.

Key input costs — wood, chemicals and energy — represent approximately 40 percent of our per MT cost of sales.

Transportation, depreciation, labor, maintenance and other manufacturing fixed costs represent our remaining cost of sales.

We manufacture paperboard that is used for packaging, printing documents, brochures, promotional materials, paperback book and catalog covers, file folders, tags and lottery tickets.

Cellulose Production Facilities

Our three operating production facilities, located in the U.S., Canada and France, have a combined annual production capacity of 885,000 MTs of cellulose specialties and commodities products, excluding the 140,000 MTs capacity of the Temiscaming cellulose plant whose operations were indefinitely suspended in July 2024 and permanently ceased DWP production in the first quarter of 2026.

Of our total annual capacity, we dedicate 270,000 MTs of annual production to commodities products, primarily fluff.

We can shift our cellulose manufacturing assets from cellulose specialties production to cellulose commodity fluff and viscose production.

Our operating lines fluctuate the production of cellulose specialties and commodities products based on market conditions and to generate the most attractive margins.

Our Tartas cellulose plant and Temiscaming cellulose plant (when operating) also produce bio-generated electricity utilizing renewable biomass.

See Note 3—Indefinite Suspension of Operations to our Financial Statements for further information regarding the indefinite suspension of Temiscaming cellulose operations.

We manufacture Kallima ® Coated Cover Paperboard that is used for packaging, printing documents, brochures, promotional materials, paperback book and catalog covers, file folders, tags and lottery tickets.

Pricing for paperboard is typically referenced to published indices and marketed through our internal sales team.

Our production facility, located in Canada, has an annual production capacity of 180,000 MTs of paperboard.

Key input costs — wood, chemicals and energy — represent approximately 75 percent of our per MT cost of sales.

Key input costs — wood pulp, chemicals and energy — represent approximately 50 percent of our per MT cost of sales.

Transportation, depreciation, labor, maintenance and other manufacturing fixed costs represent our remaining cost of sales.

High-Yield Pulp

We manufacture and market high-yield pulp, which paper manufacturers use to produce paperboard, packaging, printing and writing papers and a variety of other paper products.

We manufacture high-yield pulp, which paper manufacturers use to produce paperboard, packaging, coated and uncoated printing and writing paper, specialty papers and various other paper products.

Pricing for high-yield pulp is typically referenced to published indices marketed through our internal sales team.

Our production facility in Canada has an annual production capacity of 290,000 MTs of high-yield pulp.

Our production facility in Temiscaming has an annual production capacity of 290,000 MTs of high-yield pulp.

Key input costs — wood, chemicals and energy — represent approximately 35 percent of our per MT cost of sales.

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Recent Business Developments

• In November 2024, we secured green capital of €67 million, including €37 million in secured term loans and €30 million in preferred equity.

We expect the proceeds from this capital raise to be used by our newly-formed subsidiary, BioNova, to invest in qualifying biomaterials projects.

See Note 2—Significant Accounting Policies and Recent Accounting Developments— Redeemable Noncontrolling Interest and Note 10—Debt and Finance Leases to our Financial Statements.

• In October 2024, we secured term loan financing of $700 million in aggregate principal amount, which was used, together with cash on hand, to redeem the outstanding principal balances of the 2026 Notes and the 2027 Term Loan and pay fees and expenses related to the refinancing.

In conjunction with this refinancing, we secured commitments for a five-year $175 million ABL credit facility.

See Note 10—Debt and Finance Leases to our Financial Statements.

• In October 2024, an isolated fire occurred at our Jesup plant during planned maintenance activity.

See Note 21—Segment and Geographical Information to our Financial Statements.

• In September 2024, we announced price increases for our cellulose specialties products of up to 10 percent, depending on product grade, as contracts allow.

This increase was driven by market dynamics, cost inflation and other economic drivers.

• In September 2024, we repurchased $12 million principal of our 2026 Notes through open-market transactions.

See Note 10—Debt and Finance Leases to our Financial Statements.

• In July 2024, we indefinitely suspended operations at our Temiscaming High Purity Cellulose plant and in September 2024, we recorded a $25 million non-cash asset impairment, among other charges, related to the indefinite suspension.

See Note 3—Indefinite Suspension of Operations to our Financial Statements.

• In June 2024, we recognized $15 million in pre-tax income related to CEWS benefit claims deferred since 2021.

See Note 4—Discontinued Operations and Note 9—Accrued and Other Current Liabilities to our Financial Statements.

• In June 2024, we sold our refund rights, including interest, related to softwood lumber duties paid from 2017 through 2021 for $39 million.

See Note 4—Discontinued Operations to our Financial Statements.

• In August 2025, RYAM and USW jointly filed petitions with the USITC and the USDOC alleging that Brazilian and Norwegian producers of HPDP are selling into the U.S.

market at unfairly low prices or with the benefit of government subsidies, causing material injury to the U.S.

HPDP industry and its workers.

In September 2025, the USITC issued an affirmative injury determination, advancing the case to the USDOC, where preliminary determinations are expected in the first half of 2026.

The USITC’s decision represents an important step toward restoring fair competition in the U.S.

market and promoting greater pricing stability going forward.

• In October 2025, we expanded our Kallima® portfolio with the introduction of an enhanced freezer application for folding carton board.

This innovation comes as the frozen food market continues to grow worldwide, driven by consumer demand for convenience and extended shelf life.

With the Enhanced Freezer Application, RYAM provides packaging manufacturers with a solution that safeguards product integrity while delivering on sustainability and operational efficiency.

Business Outlook

See Performance and Liquidity Indicators below for discussion of non-GAAP measures.

In October 2023, we announced that we were exploring the potential sale of our Paperboard and High-Yield Pulp assets at our Temiscaming site.

We remain committed to pursuing a sale of these assets at a fair price.

In July 2024, we indefinitely suspended operations at our Temiscaming High Purity Cellulose plant.

The indefinite suspension of the Temiscaming High Purity Cellulose plant was $17 million positive to Adjusted EBITDA for 2024 and increased free cash flow by $40 million, as lower capital expenditures and benefits from the monetization of working capital more than offset the one-time and other cash costs associated with the indefinite suspension of operations.

Following the indefinite suspension of Temiscaming High Purity Cellulose operations, the Temiscaming site continues to incur custodial site costs in support of the ongoing energy needs of the Paperboard and High-Yield Pulp operations.

These costs are mitigated by any sales of electricity generated during the process.

We expect to incur net custodial site costs totaling $20 million to $22 million in 2025.

In October 2024, an isolated fire occurred at our Jesup plant during planned maintenance activity.

There were no injuries to employees or contractors and no risk to the surrounding community.

The plant’s operations fully resumed within two weeks, incurring $3 million of emergency maintenance capital expenditures and a total estimated unfavorable impact to 2024 EBITDA of $9 million, including $2 million in immediate repair costs.

Our preliminary estimates indicate that additional capital expenditures of approximately $15 million will be required over the next two years.

We carry property and business interruption loss insurance with a $15 million combined deductible.

We have notified our insurance underwriters and are in the process of evaluating and documenting the damage caused by the fire.

The amount expected to be recovered from property and business interruption loss insurance is not currently estimable.

Beginning in January 2025, we reorganized our High Purity Cellulose operating segment as a result of changes in our internal operating model, significant developments in our Biomaterials strategy (see Note 2—Significant Accounting Policies and Recent Accounting Developments— Redeemable Noncontrolling Interest and Note 10—Debt and Finance Leases to our Financial Statements for information regarding our newly-formed subsidiary, BioNova, and important financing milestones reached) and a successful enterprise reporting system launch that significantly enhances our financial reporting capabilities.

Specifically, we determined, in light of these new developments and capabilities, that the performance and outlook of the High Purity Cellulose business will be better managed as three separate businesses:

Cellulose Specialties, Cellulose Commodities and a new Biomaterials business.

No changes were made to the composition of the Paperboard and High-Yield Pulp operating segments.

In February and March 2025, the U.S.

government imposed new tariffs on products imported from China, Canada and Mexico, including a 25 percent tariff on U.S.

sales of paperboard, effective March 4, 2025.

These tariffs may result in retaliatory tariffs and other trade actions from these nations, as has already occurred with a 25 percent retaliatory tariff on U.S.-sourced paperboard and substitute products, effective March 25, 2025.

Given the evolving nature of trade policies and the potential for further modifications, reductions or expansions of these tariffs, it remains uncertain how these actions will ultimately impact the Company.

The following market assessment represents our current outlook for our operating segments’ future performance.

2025 was a challenging year for RYAM, with results impacted by various disruptions and a difficult demand environment.

As we enter 2026, our message is simple:

restore positive free cash flow and sharpen the organization’s focus on disciplined execution.

In 2026, our priorities are clear:

• Deliver positive free cash flow and exit 2026 with building momentum

• Assert our leadership in Cellulose Specialties

• Drive year-over-year EBITDA improvement across every business

Our outlook is directional and centered on execution, cash discipline and measurable improvement across the portfolio.

Cellulose Specialties

Average sales prices for cellulose specialties in 2025 are expected to increase a mid single-digit percentage as compared to 2024.

Sales volumes for cellulose specialties are expected to decline a low single-digit percentage compared to 2024 as certain sales volumes accelerated in 2024 due to the indefinite suspension of operations in Temiscaming will not repeat in 2025.

Demand for RYAM cellulose specialties is expected to be mixed.

Acetate is expected to experience moderate destocking, specifically in China, while ethers volumes are anticipated to improve.

Other cellulose specialties volumes are also expected to remain robust.

Raw material input and logistics costs are expected to be moderately higher in 2025.

We will take planned maintenance outages at all three of our High Purity Cellulose facilities in the first half of 2025, compared to only one outage, at our Jesup facility, in 2024.

We expect improvement to be driven by disciplined commercial execution, including pricing actions that reflect the value of our products.

Volumes are expected to be pressured early in 2026 as customers adjust ordering and inventory positions, with improvement building as the year progresses.

The focus remains on execution, service and cash conversion.

Our near-term focus is operational execution to support improved feedstock availability and stable performance at our existing bioethanol operations.

We will continue to evaluate additional Biomaterials projects with a disciplined lens on returns and execution risk.

Cellulose Commodities

Average sales prices for cellulose commodities in 2025 are expected to increase by a mid single-digit percentage as compared to 2024.

Demand for RYAM fluff remains resilient.

Other cellulose commodities sales volumes are expected to decline in 2025, as we mitigated our exposure to the commodity viscose markets with the indefinite suspension of operations at Temiscaming in 2024.

Raw material input and logistics costs are expected to be moderately higher in 2025.

We are investing in new green energy and renewable products to provide both increased end-market diversity and incremental profitability.

We intend to proceed only with those projects that are expected to meet our investment hurdles:

a minimum 30 percent return on equity and less than a two-year payback period for RYAM equity.

In the fourth quarter, we secured green capital of €67 million, which allows us to advance the biomaterials strategy and further progress towards our future goal of generating over $70 million from RYAM’s Biomaterials business, inclusive of the projects below:

• Our bioethanol facility in France is currently operational.

We expect to generate $6 million of EBITDA in 2025 from this plant.

• We re-started our lignosulfonate powder plant in France, which is expected to generate $4 million of EBITDA in 2025.

• We continue to pursue an investment in a bioethanol facility in Fernandina Beach, Florida, similar to our bioethanol facility in France.

While the City of Fernandina Beach recently denied the site plan application for this project, we believe the City erred in making its determination and intend to pursue all available legal and administrative remedies.

In expectation of a favorable outcome, we continue to advance engineering plans and explore potential commercial agreements, with a final investment decision still expected in 2025.

• We are evaluating investments in crude tall oil facilities in Jesup, Georgia and Tartas and a prebiotics facility at our Jesup plant, and are currently working on permitting, engineering and commercial agreements on these new facilities ahead of making final investment decisions later this year.

• We are actively involved in AGE, a start-up entity that aims to utilize renewable forestry waste and other biomass generally discarded as waste to generate green electricity for the state of Georgia from a new facility to be constructed adjacent to our Jesup plant.

Although the project remains in the development phase, AGE is actively evaluating the construction and financing requirements for the new facility, with a final investment decision expected in the third quarter of 2025.

Paperboard prices in 2025 are expected to decline as compared to the fourth quarter of 2024, while sales volumes are expected to improve as production is ramped up after taking scheduled maintenance downtime in the fourth quarter.

Raw material prices are expected to rise as purchased pulp prices are forecast to increase from fourth quarter 2024 levels.

Operating costs are expected to increase as net custodial site costs are incurred to support ongoing operations at the Temiscaming site.

Market conditions remain challenging, particularly in fluff, with continued weakness tied to China dynamics.

We will continue to run the business with a focus on reliability, cost control and disciplined working capital, while navigating demand variability across commodity grades.

We will also look to drive incremental value where we have the ability to do so, including through pricing, mix and commercial actions across the commodity portfolio.

We expect year-over-year improvement to be supported by new product commercialization and volume increases, with pricing stabilizing as supply and demand dynamics improve, alongside continued operational and cost discipline.

High-Yield Pulp

High-Yield Pulp prices are expected to decrease slightly in the first quarter of 2025 while sales volumes are expected to increase as production improves after taking downtime in the fourth quarter of 2024.

Operating costs are expected to increase as net custodial site costs are incurred to support ongoing operations at the Temiscaming site.

Corporate costs are expected to decrease slightly in 2025 due to the completion of our ERP implementation, though currency fluctuations could offset any potential savings.

We expect year-over-year improvement to be supported by new product commercialization, with these products carrying premium pricing as we expand into higher-value end markets.

Corporate / Other

We will maintain strict control of discretionary spending and continue driving structural efficiencies, with a focus on supporting cash generation and execution across the businesses.

Capital allocation

We remain committed to disciplined capital allocation and liquidity management.

We will prioritize and reduce capital expenditures with a focus on near-term cash generation and deleveraging and will continue to evaluate capital return options within our capital allocation framework as performance and financial flexibility improve.

See Performance and Liquidity Indicators below for a discussion of non-GAAP financial measures.

Results of Operations

Year Ended December 31, 2024 versus December 31, 2023

Year Ended December 31,

(in millions, except percentages)

2025 2024 2023

Net sales $ 1,466 $ 1,630 $ 1,643

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Debt refinancing charges — (10) —

Other income, net 5 7

Other income (expense), net (2) 5 7

Loss from continuing operations before income tax (95) (49) (132)

Income tax benefit 9 32

Equity in loss of equity method investment (2) (2)

Income tax (expense) benefit (323) 9 32

Equity in loss of equity method investments (5) (2) (2)

Loss from continuing operations (423) (42) (102)

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(in millions) 2025 2024 2023

High Purity Cellulose $ 1,302 $ 1,313

Cellulose Specialties $ 862 $ 921 $ 825

Biomaterials 31 30 29

Cellulose Commodities 313 355 462

Paperboard 179 228 219

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Net sales $ 1,466 $ 1,630 $ 1,643

Net sales decreased $13 million in 2024 compared to 2023 driven by lower sales prices in High Purity Cellulose commodity products and our Paperboard and High-Yield Pulp operating segments and lower sales volumes in High Purity Cellulose commodity products, partially offset by higher sales prices and volumes in cellulose specialties and higher sales volumes in our Paperboard operating segment.

2025 versus 2024

Net sales decreased $164 million, or 10 percent, in 2025 compared to 2024 driven by lower average sales prices in our Paperboard and High-Yield Pulp operating segments and lower sales volumes across all segments that were largely a response to imposed tariffs, lower Temiscaming sales in 2025 due to the indefinite suspension of cellulose operations, increased competitive activity, operational challenges in 2025 and labor strikes at the Tartas cellulose plant in 2025.

These decreases were partially offset by higher average sales prices in our Cellulose Specialties and Cellulose Commodities operating segments that were driven by negotiated price increases and sales mix.

2024 versus 2023

Net sales decreased $13 million, or 1 percent, in 2024 compared to 2023 driven by lower average sales prices in our Cellulose Commodities, Paperboard and High-Yield Pulp operating segments and lower sales volumes in our Cellulose Commodities operating segment, partially offset by higher average sales price and sales volumes in our Cellulose Specialties operating segment and higher sales volumes in our Paperboard operating segment.

See Operating Results by Segment below for further discussion.

Operating Income (Loss)

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(in millions) 2025 2024 2023

High Purity Cellulose $ 76 $ (42)

Cellulose Specialties $ 160 $ 183 $ 108

Biomaterials 6 6 10

Cellulose Commodities (55) (113) (160)

Paperboard (7) 31 37

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Operating income (loss) $ 4 $ 39 $ (65)

Operating results improved $104 million in 2024 compared to 2023 driven in part by the prior year fourth quarter $62 million non-cash impairment recorded because of the optimization and realignment of our High Purity Cellulose assets.

Partially offsetting the impact of the 2023 impairment in the current year were one-time charges of $17 million and a non-cash impairment of $25 million related to the indefinite suspension of Temiscaming High Purity Cellulose operations and $2 million in immediate repair costs related to the fire at our Jesup plant.

The improvement in operating results was further driven by lower costs due to the indefinite suspension of High Purity Cellulose operations at Temiscaming, cost benefit from strategic capital investment, the impact of favorable foreign exchange rates in the current year compared to unfavorable rates in the prior year and the recognition of $10 million in CEWS benefit claims deferred since 2021.

Partially offsetting these improvements were the decrease in net sales discussed above, higher Corporate variable and other compensation expense and the prior year recognition of a $3 million benefit from payroll tax credit carryforwards.

2025 versus 2024

Operating income declined $35 million, or 90 percent, in 2025 compared to 2024 driven by the decrease in net sales, higher operating costs due to lower production efficiency that resulted from operational challenges at several of our plants, national labor strikes at the Tartas cellulose plant and significant market-driven downtime, a $12 million non-cash environmental reserves charge in the first quarter of 2025, unfavorable foreign exchange rates and the 2024 recognition of $10 million in CEWS benefit claims.

Partially offsetting these declines were the 2024 non-cash asset impairment of $25 million and one-time charges of $17 million related to the indefinite suspension of Temiscaming cellulose operations, lower costs due to the indefinite suspension, lower variable compensation costs and 2024 repair costs related to the fire at our Jesup plant.

2024 versus 2023

Operating results improved $104 million, or 160 percent, in 2024 compared to 2023 driven by the 2023 non-cash impairment of $62 million recorded as a result of the optimization and realignment of our cellulose plant assets, lower costs due to the indefinite suspension of Temiscaming cellulose operations, cost benefit from strategic capital investment, favorable foreign exchange rates in 2024 compared to unfavorable rates in 2023 and the 2024 recognition of $10 million in CEWS benefit claims.

Partially offsetting these improvements were the decrease in net sales, the 2024 non-cash impairment of $25 million and one-time charges of $17 million related to the indefinite suspension of Temiscaming cellulose operations, higher variable and other compensation expense, the 2023 recognition of a $3 million benefit from payroll tax credit carryforwards and 2024 repair costs related to the fire at our Jesup plant.

See Operating Results by Segment below for further discussion.

Non-Operating Income & Expense

Interest ex pense increased $12 million in 2024 compared to 2023 driven by an increase in the average effective interest rate on debt, partially offset by a decrease in the average outstanding debt principal balance.

Total debt decreased $47 million from December 31, 2023 to December 31, 2024.

During 2024, we recorded charges of $10 million related to the refinancing of our 2026 Notes and 2027 Term Loan.

Interest income decreased $3 million in 2024 compared to 2023 driven by the prior year timing of the receipt of the 2027 Term Loan proceeds and their subsequent use in the repayment of the 2024 Notes.

See Note 10—Debt and Finance Leases to our Financial Statements for further information on these debt items.

Favorable foreign exchange rates during 2024 compared to unfavorable rates in 2023 resulted in a net favorable impact of $3 million.

Included in “other income, net” in 2023 were a $2 million gain on a passive land sale and a $2 million pension settlement loss.

Interest ex pense increased $12 million in 2025 compared to 2024 primarily driven by an increase in the average effective interest rate on debt.

Foreign exchange rate fluctuations resulted in a $4 million unfavorable impact in 2025 compared to 2024.

Also included in our non-operating results were 2025 charges of $3 million related to our discontinued involvement in the AGE project, a $3 million increase to our liability related to SWEN’s put option fair value remeasurement from 2024 to 2025 and a $2 million pension settlement loss in 2025.

In 2024, we recorded charges of $10 million related to the refinancing of our 2026 Notes and 2027 Term Loan.

The effective tax rate on the loss from continuing operations for 2025 was not meaningful as a result of the valuation allowance placed on our Canadian DTAs in the second quarter, which resulted in a $337 million income tax expense recognition.

Also driving the difference between the effective tax rate and the federal statutory rate of 21 percent were different statutory tax rates in foreign jurisdictions, valuation allowances on nondeductible U.S.

interest expense and U.S.

The effective tax rate on the loss from continuing operations for 2024 was a benefit of 18 percent.

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tax credits, excess deficit on vested stock compensation and nondeductible executive compensation.

The effective tax rate on the loss from continuing operations for 2023 was a benefit of 24 percent.

The 2023 effective tax rate differed from the federal statutory rate of 21 percent primarily due to different statutory tax rates in foreign jurisdictions, U.S.

tax credits, return-to-accrual adjustments related to previously filed tax returns and changes in the valuation allowance on disallowed interest deductions.

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

Discontinued Operations

In 2024, we recorded pre-tax income from discontinued operations of $5 million related to CEWS benefit claims deferred since 2021 and a pre-tax loss of $1 million on the sale of our softwood lumber duty refund rights.

In 2023, we recorded a pre-tax gain of $2 million related to a reduction in the rates applied to Canadian softwood lumber exports to the U.S during 2021.

Offsetting this gain was a $2 million pre-tax loss related to the settlement of a claim pursuant to the representations and warranties in the asset purchase agreement.

In 2025, we recorded pre-tax income from discontinued operations of $4 million related to the remaining CEWS benefit claims deferred since 2021.

In 2024, we recorded pre-tax income from discontinued operations of $5 million related to CEWS benefit claims and a pre-tax loss of $1 million on the sale of our softwood lumber duty refund rights.

See Note 4—Discontinued Operations to our Financial Statements for further information.

Operating Results by Segment

Following the indefinite suspension of Temiscaming High Purity Cellulose operations in the third quarter of 2024, the Temiscaming site continues to incur custodial site costs in support of the ongoing energy needs of the Paperboard and High-Yield Pulp operations.

Further, the electricity generated from the Temiscaming High Purity Cellulose plant assets is no longer deemed a by-product of the High Purity Cellulose manufacturing process.

Due to these assets now running solely to support Paperboard and High-Yield Pulp, beginning in the fourth quarter, the net impact of these electricity sales and the custodial site costs being incurred in support of these operations is reflected within the operating results of the Paperboard and High-Yield Pulp businesses.

High Purity Cellulose

Following the indefinite suspension of Temiscaming cellulose operations in the third quarter of 2024, certain infrastructure assets of the site’s cellulose plant continue to run in support of the ongoing energy needs of the Paperboard and High-Yield Pulp operations.

As such, beginning in the fourth quarter of 2024, the net impact of the custodial site costs being incurred and the sales of any electricity generated by the running of the cellulose plant assets are reflected within the operating results of the Paperboard and High-Yield Pulp businesses.

Cellulose Specialties

Year Ended December 31,

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Net sales $ 862 $ 921 $ 825

Operating income (loss) $ 76 $ (42)

Operating income $ 160 $ 183 $ 108

Average sales prices ($ per MT)

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Sales volumes (thousands of MTs)

Net Sales - 2025 versus 2024

Year Ended December 31, 2024

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(in millions) Price Volume/Mix/Other

Cellulose specialties $ 783 $ 8 $ 81 $ 872

Commodity products 432 (22) (69) 341

Other sales (a)

Net sales $ 921 $ 40 $ (99) $ 862

(a) Includes sales of bioelectricity, lignosulfonates and other by-products to third parties.

Net sales of our High Purity Cellulose operating segment for 2024 decreased $11 million compared to 2023.

Included within net sales for 2024 and 2023 were $89 million and $98 million, respectively, in other sales primarily from bio-based energy and lignosulfonates, which decreased due to the indefinite suspension of Temiscaming High Purity Cellulose operations.

Total sales prices increased 5 percent primarily driven by a higher mix of cellulose specialties and a 1 percent increase in cellulose specialties prices, partially offset by a 3 percent decrease in commodity prices.

Despite a cellulose specialties sales volumes increase of 10 percent, total sales volumes decreased 5 percent due to a 19 percent decrease in commodity volumes.

The increase in cellulose specialties sales volumes was driven by the closure of a competitor’s plant in late 2023, accelerated volumes due to the indefinite suspension of Temiscaming High Purity Cellulose operations and an uptick in ethers sales volumes, partially offset by the one-time favorable impact in the prior year from a change in customer contract terms.

The decrease in commodity sales volumes was primarily driven by the higher mix of cellulose specialties production and the indefinite suspension of Temiscaming High Purity Cellulose operations.

Sales volumes were also negatively impacted by the fire at the Jesup plant that impacted operations on two of the plant’s three lines for a two-week period in October 2024.

Operating Income (Loss)

Net sales of our Cellulose Specialties segment decreased $59 million, or 6 percent, in 2025 compared to 2024 driven by a 10 percent decrease in sales volumes due to larger customer orders in 2024 in advance of the indefinite suspension of Temiscaming cellulose operations.

Partially offsetting the sales volume decrease was a 5 percent increase in average sales price, driven by negotiated price increases and sales mix.

Net Sales - 2024 versus 2023

Year Ended December 31, 2023

Changes Attributable to:

Year Ended December 31, 2024

(in millions) Price Volume/Mix/Other

Net sales $ 825 $ 20 $ 76 $ 921

Net sales of our Cellulose Specialties segment increased $96 million, or 12 percent, in 2024 compared to 2023 driven by 2 percent and 8 percent increases in average sales price and sales volumes, respectively.

The increase in sales volumes was driven by the closure of a competitor’s plant in late 2023, accelerated volumes due to the indefinite suspension of Temiscaming cellulose operations and an uptick in ethers sales volumes, partially offset by a one-time favorable impact in 2023 from a change in customer contract terms.

Operating Income - 2025 versus 2024

Year Ended December 31, 2024

Gross Margin Changes Attributable to:

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Cost SG&A and other

Operating income (loss) $ (42) $ (14) $ (22) $ 128 $ 26 $ 76

Operating income $ 183 $ 40 $ (53) $ (3) $ (7) $ 160

Operating margin % 19.9 % 3.3 % (3.5) % (0.3) % (0.8) % 18.6 %

(a) Computed based on contribution margin.

Operating income (loss) of our High Purity Cellulose operating segment improved $118 million in 2024 compared to 2023 driven by the prior year fourth quarter $62 million non-cash impairment recorded as a result of the optimization and realignment of our High Purity Cellulose assets.

Partially offsetting the impact of the 2023 impairment in the current year were one-time charges of $17 million and a $25 million non-cash asset impairment related to the indefinite suspension of Temiscaming High Purity Cellulose operations.

The improvement in operating results was further driven by the higher cellulose specialties sales prices and volumes, lower costs due to the indefinite suspension of High Purity Cellulose operations at Temiscaming, cost benefit from strategic capital investment and the recognition of $5 million in CEWS benefit claims deferred since 2021.

Partially offsetting these improvements were the lower commodity sales prices and volumes, $2 million in immediate repair costs related to the fire at our Jesup plant and the prior year recognition of a one-time $3 million benefit from payroll tax credit carryforwards.

Operating income of our Cellulose Specialties segment decreased $23 million, or 13 percent, in 2025 compared to 2024 driven by the lower sales volumes, higher energy and logistics costs, the impact of the timing of planned maintenance outages compared to the prior year, higher operating costs from lower production efficiency resulting from operational challenges and labor strikes at the Tartas cellulose plant and the 2024 recognition of $3 million in CEWS benefit claims.

Partially offsetting these decreases were the increase in average sales price and lower costs due to the indefinite suspension of Temiscaming cellulose operations.

Operating Income - 2024 versus 2023

Year Ended December 31, 2023

(in millions, unless otherwise stated) 2024 2023

Gross Margin Changes Attributable to:

Year Ended December 31, 2024

(in millions, except percentages) Sales Price Sales Volume/Mix/Other (a)

Cost SG&A and other

Operating income $ 108 $ 20 $ 43 $ 9 $ 3 $ 183

Operating margin % 13.1 % 2.1 % 3.4 % 1.0 % 0.3 % 19.9 %

(a) Computed based on contribution margin.

Operating income of our Cellulose Specialties segment increased $75 million, or 69 percent, in 2024 compared to 2023 driven by the higher average sales price and sales volumes, lower costs due to the indefinite suspension of Temiscaming cellulose operations and the 2024 recognition of $3 million in CEWS benefit claims in 2024.

Year Ended December 31,

(in millions) 2025 2024 2023

Net sales $ 31 $ 30 $ 29

Operating income $ 6 $ 6 $ 10

Net sales of our Biomaterials segment increased $1 million, or 3 percent, in 2025 compared to 2024 driven by higher bioethanol sales volumes due to fewer quarters of sales in 2024 following the commencement of production in March 2024, as well as higher sales of turpentine, partially offset by lower lignosulfonates sales volumes due to the indefinite suspension of Temiscaming cellulose operations.

Net sales of our Biomaterials segment increased $1 million, or 3 percent, in 2024 compared to 2023 driven by new bioethanol sales volumes in 2024 following the commencement of production in March 2024 and higher HCE sales, partially offset by lower lignosulfonates sales volumes due to the indefinite suspension of Temiscaming cellulose operations and lower turpentine sales.

Operating Income

Operating income of our Biomaterials segment was flat comparing 2025 to 2024 as the higher sales were offset by a higher cost mix resulting from a full year of bioethanol production in 2025, the restart of the lignosulfonates powder plant in the first quarter of 2025 and the suspension of Temiscaming lignosulfonates production in the second half of 2024.

Operating income of our Biomaterials segment decreased $4 million, or 40 percent, in 2024 compared to 2023 driven by higher production costs from the startup of the Tartas bioethanol facility, partially offset by the higher sales.

Cellulose Commodities

Year Ended December 31,

(in millions, unless otherwise stated) 2025 2024 2023

Net sales $ 313 $ 355 $ 462

Operating loss $ (55) $ (113) $ (160)

Average sales prices ($ per MT)

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Sales volumes (thousands of MTs)

Net Sales - 2025 versus 2024

Year Ended December 31, 2024

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Net sales $ 355 $ 10 $ (52) $ 313

Net sales of our Paperboard operating segment increased $9 million in 2024 compared to 2023.

Sales volumes increased 12 percent driven by the easing of prior year customer destocking in the current year, partially offset by a 7 percent decrease in sales prices driven by mix and increased competitive activity from European imports.

Operating Income

Net sales of our Cellulose Commodities operating segment decreased $42 million, or 12 percent, in 2025 compared to 2024 driven by a 13 percent decrease in sales volumes due to the reduction of Temiscaming sales as a result of the prior year indefinite suspension of operations and lower production levels due to operational challenges, including labor strikes at our Tartas cellulose plant.

The lower sales volumes were partially offset by a 4 percent increase in average sales price, driven by higher fluff pricing and sales mix.

Net Sales - 2024 versus 2023

Year Ended December 31, 2023

Changes Attributable to:

Year Ended December 31, 2024

(in millions) Price Volume/Mix

Net sales $ 462 $ (29) $ (78) $ 355

Net sales of our Cellulose Commodities operating segment decreased $107 million, or 23 percent, in 2024 compared to 2023 driven by 4 percent and 17 percent decreases in average sales price and sales volumes, respectively.

The decrease in sales volumes was primarily due to a higher mix of cellulose specialties production and the indefinite suspension of Temiscaming cellulose operations.

Operating Loss - 2025 versus 2024

Year Ended December 31, 2024

Gross Margin Changes Attributable to:

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Cost SG&A and other

Operating loss $ (113) $ 10 $ (34) $ 48 $ 34 $ (55)

Operating margin % (31.8) % 3.6 % (15.6) % 15.3 % 10.9 % (17.6) %

(a) Computed based on contribution margin.

Operating loss of our Cellulose Commodities operating segment improved $58 million, or 51 percent, in 2025 compared to 2024 driven by a $25 million non-cash asset impairment and $17 million in one-time charges recorded in 2024 related to the indefinite suspension of Temiscaming cellulose operations.

Also contributing to the improvement were the higher average sales price, lower wood and chemicals costs and lower costs due to the indefinite suspension of Temiscaming cellulose operations.

Partially offsetting these improvements were lower sales volumes, higher energy and logistics costs, higher operating costs from lower production efficiency resulting from operational challenges and labor strikes at the Tartas cellulose plant and the 2024 recognition of $2 million in CEWS benefit claims.

Operating Loss - 2024 versus 2023

Year Ended December 31, 2023

Gross Margin Changes Attributable to:

Year Ended December 31, 2024

(in millions, except percentages) Sales Price Sales Volume/ Mix (a)

Cost SG&A and other

Operating loss $ (160) $ (29) $ (67) $ 118 $ 25 $ (113)

Operating margin % (34.6) % (9.0) % (28.5) % 33.2 % 7.1 % (31.8) %

(a) Computed based on contribution margin.

Operating loss of our Cellulose Commodities operating segment improved $47 million, or 29 percent, in 2024 compared to 2023 driven by the $62 million non-cash impairment recorded in 2023 as a result of the optimization and realignment of our cellulose plant assets, lower costs due to the indefinite suspension of Temiscaming cellulose operations in 2024 and the 2024 recognition of $2 million in CEWS benefit claims.

Partially offsetting these improvements were the $25 million non-cash impairment and $17 million in one-time charges recorded in 2024 related to the indefinite suspension of Temiscaming cellulose operations and the lower average sales price and sales volumes.

Year Ended December 31,

(in millions, unless otherwise stated) 2025 2024 2023

Net sales $ 179 $ 228 $ 219

Operating income (loss) $ (7) $ 31 $ 37

Average sales prices ($ per MT)

$ 1,300 $ 1,390 $ 1,491

Sales volumes (thousands of MTs)

Net Sales - 2025 versus 2024

Year Ended December 31, 2024

Changes Attributable to:

Year Ended December 31, 2025

(in millions) Price Volume/Mix

Net sales $ 228 $ (12) $ (37) $ 179

Net sales of our Paperboard operating segment decreased $49 million, or 21 percent, in 2025 compared to 2024.

Average sales price and sales volumes decreased 6 percent and 16 percent, respectively, driven by mix, shifting customer dynamics associated with tariff uncertainty and increased competitive activity due to higher European Union imports and the mid-year startup of new U.S.

Partially offsetting these decreases were higher sales of folding packaging grades as we increased focus on this market segment.

Net Sales - 2024 versus 2023

Year Ended December 31, 2023

Changes Attributable to:

Year Ended December 31, 2024

(in millions) Price Volume/Mix

Net sales $ 219 $ (16) $ 25 $ 228

Net sales of our Paperboard operating segment increased $9 million, or 4 percent, in 2024 compared to 2023.

Sales volumes increased 12 percent driven by the easing of prior year customer destocking in 2024, partially offset by a 7 percent decrease in average sales price driven by mix and increased competitive activity from European imports.

Operating Income (Loss) - 2025 versus 2024

Year Ended December 31, 2024

Gross Margin Changes Attributable to:

Year Ended December 31, 2025

(in millions, except percentages) Sales Price Sales Volume/ Mix (a)

Cost SG&A and other

Operating income (loss) $ 31 $ (12) $ (14) $ (10) $ (2) $ (7)

Operating margin % 13.6 % (4.8) % (6.0) % (5.6) % (1.1) % (3.9) %

(a) Computed based on contribution margin.

Operating results of our Paperboard operating segment declined $38 million, or 123 percent, in 2025 compared to 2024 driven by the lower average sales price and sales volumes, higher costs due to significant market-driven downtime in the second half of 2025, higher Temiscaming net custodial site costs due to a partial year of costs in 2024, the impact of the timing of planned maintenance outages compared to the prior year, higher logistics costs and the 2024 recognition of $2 million in CEWS benefit claims.

These declines were partially offset by lower purchased pulp and energy costs.

Operating Income - 2024 versus 2023

Year Ended December 31, 2023

Gross Margin Changes Attributable to:

Year Ended December 31, 2024

(in millions, except percentages) Sales Price Sales Volume/ Mix (a)

Cost SG&A and other

Operating income $ 37 $ (16) $ 11 $ (1) $ — $ 31

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(a) Computed based on contribution margin.

Operating income of our Paperboard operating segment decreased $6 million in 2024 compared to 2023 driven by the lower sales prices, higher labor costs and $3 million of net custodial site costs for Temiscaming site operations, partially offset by the higher sales volumes, higher productivity and the recognition of $2 million in CEWS benefit claims deferred since 2021.

Operating income of our Paperboard operating segment decreased $6 million, or 16 percent, in 2024 compared to 2023 driven by the lower average sales price, higher labor costs and $3 million of net custodial site costs for Temiscaming site operations, partially offset by the higher sales volumes, higher productivity and the 2024 recognition of $2 million in CEWS benefit claims.

High-Yield Pulp

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Average sales prices ($ per MT) (a)

$ 504 $ 553 $ 606

Sales volumes (thousands of MTs) (a)

(a) Average sales prices and sales volumes for external sales only.

During the years ended December 31, 2024 and 2023, the High-Yield Pulp operating segment sold 61,000 MTs and 60,000 MTs of high-yield pulp for $27 million and $25 million, respectively, to the Paperboard operating segment.

During the years ended December 31, 2025, 2024 and 2023, the High-Yield Pulp operating segment sold 61,000 MTs, 61,000 MTs and 60,000 MTs of high-yield pulp for $26 million, $27 million and $25 million, respectively, to the Paperboard operating segment.

Net Sales - 2025 versus 2024

Year Ended December 31, 2024

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Net sales $ 127 $ (9) $ (6) $ 112

Net sales of our High-Yield Pulp operating segment decreased $9 million in 2024 compared to 2023 driven by a 9 percent decrease in sales prices and flat sales volumes driven by over-supply in China, lower demand and timing of shipments.

Net sales of our High-Yield Pulp operating segment decreased $15 million, or 12 percent, in 2025 compared to 2024.

Average sales price and sales volumes decreased 9 percent and 5 percent, respectively, driven by lower demand, including in China where demand for all grades of market pulp were down, continued oversupply of domestic high-yield pulp in China, increased competitive activity due to the startup of new Indonesian capacity late in 2024 and the timing of shipments, primarily related to shipping challenges to customers in India.

Net Sales - 2024 versus 2023

Year Ended December 31, 2023

Changes Attributable to:

Year Ended December 31, 2024

(in millions) Price Volume/Mix

Net sales $ 136 $ (9) $ — $ 127

Net sales of our High-Yield Pulp operating segment decreased $9 million, or 7 percent, in 2024 compared to 2023 driven by a 9 percent decrease in average sales price and flat sales volumes driven by over-supply in China, lower demand and timing of shipments.

Operating Loss - 2025 versus 2024

Year Ended December 31, 2024

Gross Margin Changes Attributable to:

Year Ended December 31, 2025

(in millions, except percentages) Sales Price Sales Volume/Mix (a)

Cost SG&A and other

Operating loss $ (8) $ (9) $ (1) $ (11) $ (1) $ (30)

Operating margin % (6.3) % (8.1) % (1.7) % (9.8) % (0.9) % (26.8) %

(a) Computed based on contribution margin.

Operating loss of our High-Yield Pulp operating segment increased $22 million, or 275 percent, in 2025 compared to 2024 driven by the lower average sales price and sales volumes, higher costs due to significant market-driven downtime in the second half of 2025, higher logistics and chemicals costs, higher Temiscaming net custodial site costs due to a partial year of costs in 2024 and the 2024 recognition of $2 million in CEWS benefit claims.

These negative impacts were partially offset by lower wood costs.

Operating Loss - 2024 versus 2023

Year Ended December 31, 2023

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(a) Computed based on contribution margin.

Operating loss of our High-Yield Pulp operating segment increased $5 million in 2024 compared to 2023 driven by the lower sales prices, flat sales volumes, higher labor costs and $4 million of net custodial site costs for Temiscaming site operations, partially offset by lower logistics and key input costs, higher productivity and the recognition of $2 million in CEWS benefit claims deferred since 2021.

Operating loss of our High-Yield Pulp operating segment increased $5 million, or 167 percent, in 2024 compared to 2023 driven by the lower sales prices, flat sales volumes, higher labor costs and $4 million of net custodial site costs for Temiscaming site operations, partially offset by lower logistics and key input costs, higher productivity and the 2024 recognition of $2 million in CEWS benefit claims.

Year Ended December 31,

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Operating loss $ (70) $ (60) $ (57)

Our Corporate operating loss increased $3 million in 2024 compared to 2023 driven by higher variable and other compensation expense, higher discounting and financing fees and higher costs related to our ERP transformation project, partially offset by favorable foreign exchange rates in 2024 compared to unfavorable rates in 2023.

Our Corporate operating loss increased $10 million, or 17 percent, in 2025 compared to 2024 driven by first quarter non-cash environmental reserves charges of $12 million and unfavorable foreign exchange rates in 2025 compared to favorable rates in 2024, partially offset by lower variable compensation costs.

Our Corporate operating loss increased $3 million, or 5 percent, in 2024 compared to 2023 driven by higher variable and other compensation costs, higher discounting and financing fees and higher costs related to our ERP transformation project, partially offset by favorable foreign exchange rates in 2024 compared to unfavorable rates in 2023.

Liquidity and Capital Resources

Cash flows from operations, primarily driven by operating results, have historically been our primary source of liquidity and capital resources.

As operating cash flows can be negatively impacted by fluctuations in market prices for our commodity products and changes in demand for our products, we maintain a key focus on cash, managing working capital closely and optimizing the timing and level of our capital expenditures.

As operating cash flows can be negatively impacted by fluctuations in market prices for our Cellulose Commodities products and changes in demand for our products, we maintain a key focus on cash, managing working capital closely and optimizing the timing and level of our capital expenditures.

We believe our future cash flows from operations, availability under our ABL Credit Facility and our ability to access the capital markets, if necessary or desirable, will be adequate to fund our operations and anticipated long-term funding requirements, including capital expenditures, defined benefit plan contributions and repayment of debt maturities.

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In January 2018, our Board of Directors authorized a $100 million common stock share buyback program.

We did not repurchase any shares under this program during the years ended December 31, 2024, 2023 and 2022, and do not expect to utilize any of the remaining $60 million in unused authorization in the future.

We have not repurchased any shares under this program since 2018 and do not expect to utilize any of the remaining $60 million in unused authorization in the future.

Our liquidity and capital resources are summarized below:

(in millions, except ratios) 2024 2023

(in millions, except ratio) 2025 2024

Cash and cash equivalents $ 75 $ 125

Availability under the ABL Credit Facility (a)(b)

Availability under the short-term factoring facility (b)

Total debt (b)

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(a) Amounts available under the ABL Credit Facility fluctuate based on eligible accounts receivable and inventory levels.

At December 31, 2024, we had $168 million of gross availability and net available borrowings of $141 million after taking into account outstanding letters of credit of $27 million.

In addition to the availability under the ABL Credit Facility, we have $10 million available under our accounts receivable factoring line of credit in France.

At December 31, 2025, we had $175 million of gross availability and net available borrowings of $72 million after taking into account the facility’s year end balance of $50 million, outstanding letters of credit of $27 million and required availability of $26 million to avoid triggering the facility’s fixed charge coverage ratio covenant.

(b) See Note 10—Debt and Finance Leases to our Financial Statements for further information.

In conjunction with the 2029 Term Loan refinancing discussed below, we amended our ABL Credit Facility in November 2024, reducing aggregate commitments from $200 million to $175 million and extending its maturity to November 2029.

Borrowings under the amended facility are initially priced at Term SOFR plus a margin of 2 percent.

Other Sources of Cash

1 unchanged sentence

In November 2024, we secured €30 million to be provided by SWEN in return for a 20 percent preferred equity interest in BioNova.

As of December 31, 2024, we received €15 million from SWEN and we expect to receive the additional €15 million in late 2025.

See Note 2—Significant Accounting Policies and Recent Accounting Developments— Redeemable Noncontrolling Interest to our Financial Statements for further information.

We received €15 million from SWEN in 2024.

Subsequent funding is contingent on the achievement of certain project milestones.

See Note 14—Redeemable Noncontrolling Interest to our Financial Statements for further information.

BioNova Term Loan

In November 2024, we entered into a credit agreement that authorizes up to €37 million in seven- and eight-year secured term loan tranches at an initial floating rate of approximately 5 percent.

As of December 31, 2024, we had not yet drawn on these loans.

In November 2024, we entered into a credit agreement that authorizes up to €37 million in seven- and eight-year secured term loan tranches.

As of December 31, 2025, no amounts were yet outstanding on the BioNova Term Loan.

See Note 10—Debt and Finance Leases to our Financial Statements for further information.

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We remain subject to purchase obligations under the 20-year wood chip and residual fiber supply agreement with GreenFirst, under which total required purchase volumes of wood chips and residual fiber are dependent on sawmill production.

In connection with the indefinite suspension of operations at the Temiscaming High Purity Cellulose plant, we have agreed with GreenFirst that we will purchase the required volumes at market value and sell them to third parties at the same amount for an expected neutral impact.

In connection with the indefinite suspension of operations at the Temiscaming cellulose plant, we have agreed with GreenFirst that we will purchase the required volumes at market value and sell them to third parties at the same amount for an expected neutral impact.

See Note 23—Commitments and Contingencies to our Financial Statements for further information.

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The timing and amount of dividend payments or a put payment is dependent on certain terms and conditions and would not occur prior to 2027.

See Note 2—Significant Accounting Policies and Recent Accounting Developments— Redeemable Noncontrolling Interest to our Financial Statements for further information on the circumstances under which the put may be exercised.

See Note 14—Redeemable Noncontrolling Interest to our Financial Statements for further information on the circumstances under which the put may be exercised.

At December 31, 2025, we had outstanding principal debt of $820 million, $21 million of which is current and $749 million of which does not come due until 2029 or after.

S ee Note 10—Debt and Finance Leases to our Financial Statements for a schedule of our debt maturities.

As of December 31, 2025, we were in compliance with all financial and other covenants under our debt agreements.

2029 Term Loan.

In October 2024, we issued $700 million in aggregate principal amount of secured term loan financing, which was used in the fourth quarter, together with cash on hand, to redeem the respective $453 million and $245 million outstanding principal balances of the 2026 Notes and 2027 Term Loan and pay fees and expenses related to the refinancing.

The 2029 Term Loan matures in October 2029, bears interest at an annual rate equal to three-month Term SOFR plus an initial spread of 7 percent and requires quarterly principal payments of $1.75 million.

The initial spread may fluctuate by 0.5 percent based on our net secured leverage ratio.

We may voluntarily make prepayments at any time, subject to customary breakage costs and, if within the first three anniversaries of closing, an additional premium.

The agreement governing the 2029 Term Loan contains various customary covenants, including the requirement to maintain a specified consolidated net secured leverage ratio, based on covenant EBITDA.

See Note 10—Debt and Finance Leases to our Financial Statements for further information of the following transactions.

Year Ended December 31,

2 unchanged sentences

Operating activities $ 24 $ 203

Investing activities-continuing operations (108) (128)

Investing activities-discontinued operations — 1

Investing activities $ (114) $ (108)

Financing activities $ 30 $ (42)

Cash provided by operating activities increased $67 million primarily due to stronger operating results, proceeds of $39 million for the sale of our softwood lumber duty refund rights, net tax refunds of $19 million in the current year compared to net tax payments in the prior year and higher payments in the prior year on deferred energy liabilities associated with our Tartas facility operations.

These cash inflows were partially offset by decreased cash inflows from working capital and higher payments of interest on long-term debt.

Cash used in investing activities of continuing operations decreased $20 million primarily due to the timing of payments of capital expenditures, lower strategic capital spend and lower custodial capital spend due to the indefinite suspension of Temiscaming High Purity Cellulose operations.

Cash used in financing activities decreased $45 million primarily due to lower net repayment of long-term debt, SWEN’s €15 million investment in BioNova and a decrease in repurchases of common stock to satisfy tax withholding requirements related to the issuance of stock under our incentive stock plans.

The decrease in cash used was partially offset by an increase in debt issuance costs and net repayment of short-term financing.

Cash provided by operating activities decreased $179 million primarily due to the decline in operating results, one-time proceeds of $39 million from the sale of our softwood lumber duty refund rights in 2024 and $19 million in income tax net refunds in 2024 compared to $1 million in net payments in 2025.

These outflows were partially offset by positive working capital in 2025 compared to working capital outflows in 2024.

Cash used in investing activities increased $6 million as higher custodial capital spend was partially offset by decreased strategic capital spend and the 2025 proceeds from our insurance claim related to the 2024 fire at our Jesup plant.

Cash inflows from financing activities increased $72 million due to net borrowings of long-term debt in 2025 compared to net repayments in 2024 and 2024 debt issuance costs of $24 million, partially offset by SWEN’s €15 million investment in BioNova in 2024 and higher repurchases of common stock to satisfy tax withholding requirements related to stock-based compensation.

Performance and Liquidity Indicators

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Adjusted EBITDA is defined as EBITDA adjusted for items that management believes are not representative of our core operations.

Loss from continuing operations is reconciled to EBITDA and adjusted EBITDA as follows:

Income (loss) from continuing operations is reconciled to EBITDA and Adjusted EBITDA from continuing operations by segment, as follows:

(in millions)

Cellulose Specialties Biomaterials Cellulose Commodities Paperboard High-Yield Pulp Corporate Total

Year Ended December 31, 2025

Income (loss) from continuing operations $ 161 $ — $ (54) $ (6) $ (29) $ (495) $ (423)

Income from continuing operations attributable to redeemable noncontrolling interest — — — — — — —

Income (loss) from continuing operations attributable to RYAM 161 — (54) (6) (29) (495) (423)

Depreciation and amortization 67 3 40 20 2 2 134

Interest expense, net — — — — — 96 96

Income tax expense — — — — — 323 323

EBITDA-continuing operations attributable to RYAM 228 3 (14) 14 (27) (74) 130

Pension settlement loss — — — — — 2 2

Indefinite suspension charges — — 1 — — — 1

Adjusted EBITDA-continuing operations attributable to RYAM $ 228 $ 3 $ (13) $ 14 $ (27) $ (72) $ 133

(in millions)

Loss from continuing operations $ (42) $ (102)

Loss from continuing operations attributable to redeemable noncontrolling interest — —

Loss from continuing operations attributable to RYAM (42) (102)

Cellulose Specialties Biomaterials Cellulose Commodities Paperboard High-Yield Pulp Corporate Total

Year Ended December 31, 2024

Income (loss) from continuing operations $ 184 $ 6 $ (113) $ 33 $ (7) $ (145) $ (42)

Income from continuing operations attributable to redeemable noncontrolling interest — — — — — — —

Income (loss) from continuing operations attributable to RYAM 184 6 (113) 33 (7) (145) (42)

Depreciation and amortization 72 2 44 15 2 2 137

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Debt refinancing charges — — — — — 10 10

Adjusted EBITDA-continuing operations attributable to RYAM $ 256 $ 8 $ (27) $ 48 $ (5) $ (58) $ 222

(in millions)

Cellulose Specialties Biomaterials Cellulose Commodities Paperboard High-Yield Pulp Corporate Total

Year Ended December 31, 2023

Income (loss) from continuing operations $ 108 $ 10 $ (159) $ 39 $ (3) $ (97) $ (102)

Income from continuing operations attributable to redeemable noncontrolling interest — — — — — — —

Income (loss) from continuing operations attributable to RYAM 108 10 (159) 39 (3) (97) (102)

Depreciation and amortization 66 — 57 13 2 2 140

Interest expense, net — — — — — 69 69

Income tax benefit — — — — — (32) (32)

EBITDA-continuing operations attributable to RYAM 174 10 (102) 52 (1) (58) 75

Asset impairment — — 62 — — — 62

Pension settlement loss — — — — — 2 2

Adjusted EBITDA-continuing operations attributable to RYAM $ 174 $ 10 $ (40) $ 52 $ (1) $ (56) $ 139

EBITDA from continuing operations increased $95 million in 2024 compared to 2023 primarily driven by the prior year fourth quarter $62 million non-cash impairment recorded as a result of the optimization and realignment of our High Purity Cellulose assets, lower costs due to the indefinite suspension of High Purity Cellulose operations at Temiscaming, cost benefit from strategic capital investment, the impact of favorable foreign exchange rates in the current year compared to unfavorable rates in the prior year and the recognition of $10 million in CEWS benefit claims deferred since 2021.

Partially offsetting these improvements were the decrease in net sales, one-time charges of $17 million and a $25 million non-cash asset impairment related to the indefinite suspension of Temiscaming High Purity Cellulose operations, higher Corporate variable and other compensation expense, $2 million in immediate repair costs related to the fire at our Jesup plant and the prior year recognition of a $3 million benefit from payroll tax credit carryforwards.

See Results of Operations above for additional discussion of the changes in our operating results.

Our non-guarantor subsidiaries had assets of $451 million, liabilities of $171 million, year-to-date revenue of $227 million and a trailing twelve-month ABL Credit Facility and 2029 Term Loan covenant EBITDA for continuing operations of $25 million as of December 31, 2024.

Adjusted Free Cash Flow

Adjusted free cash flow is defined as cash provided by operating activities adjusted for capital expenditures, net of proceeds from the sale of assets and excluding strategic capital expenditures deemed discretionary by management.

Adjusted free cash flow is a non-GAAP financial measure of cash generated during a period that is available for debt reduction, strategic capital expenditures, acquisitions and repurchases of our common stock.

Adjusted Free Cash Flow is a non-GAAP financial measure of cash generated during a period that is available for debt reduction, acquisitions and repurchases of our common stock.

Adjusted Free Cash Flow is not necessarily indicative of the Adjusted Free Cash Flow that may be generated in future periods.

Beginning in the fourth quarter of 2025, Adjusted Free Cash Flow is defined as cash provided by operating activities adjusted for capital expenditures, net of proceeds from the sale of property, plant and equipment and insurance claims.

Adjusted Free Cash Flow for the year ended December 31, 2024 has been recalculated according to this new definition.

Cash provided by operating activities is reconciled to Adjusted Free Cash Flow as follows:

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Capital expenditures, net (a)

Adjusted free cash flow-continuing operations $ 128 $ 53

(a) Net of proceeds from the sale of assets and excluding strategic capital expenditures.

Strategic capital expenditures were $33 million and $45 million for the years ended December 31, 2024 and 2023, respectively.

Adjusted free cash flow of continuing operations increased primarily due to stronger operating results, proceeds from the sale of our softwood lumber duty refund rights, net tax refunds and lower capital expenditures, partially offset by changes in working capital and higher interest payments.

See section Liquidity and Capital Resources—Cash Flows for additional discussion of our operating cash flows and capital expenditures.

(112) (108) (128)

Adjusted Free Cash Flow $ (88) $ 95 $ 8

(a) Net of proceeds from the sale of property, plant and equipment and insurance claims.

Included in capital expenditures, net were strategic capital expenditures of $25 million, $33 million and $45 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Critical Accounting Estimates

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Property, Plant & Equipmen t

Depreciation expense is computed using the units-of-production method for our high purity cellulose, paperboard and high-yield pulp plant and equipment and the straight-line method for all other property, plant and equipment over the useful economic lives of the assets involved.

Depreciation expense is computed using the units-of-production method for our Cellulose Specialties, Biomaterials, Cellulose Commodities, Paperboard and High-Yield Pulp production-related plant and equipment, and for all other property, plant and equipment, the straight-line method over the useful economic life of the respective asset.

The total units of production used to calculate depreciation expense is determined by factoring annual production days, based on normal production conditions, by the economic useful life of the asset involved.

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Property, plant and equipment are primarily grouped for purposes of evaluating recoverability at the combined plant level, the lowest level for which independent cash flows are identifiable.

In 2024, we indefinitely suspended operations at our Temiscaming High Purity Cellulose plant.

The indefinite suspension does not affect the Temiscaming paperboard and high-yield pulp plants that support our High-Yield Pulp and Paperboard operating segments, which will continue to operate at full capacity while remaining part of an ongoing sales process.

The High Purity Cellulose plant was idled in a safe and environmentally sound manner.

We will assess on at least an annual basis the possibility of restarting the Temiscaming High Purity Cellulose plant.

In the third quarter of 2024, in conjunction with the indefinite suspension of operations, we recognized a non-cash asset impairment of $25 million, as it was determined that the Temiscaming High Purity Cellulose plant’s net carrying value exceeded its estimated fair value.

In the fourth quarter of 2023, we began efforts towards the optimization and realignment of our High Purity Cellulose assets that included the consolidation of commodity viscose production into our Temiscaming plant and fluff production into our Jesup plant’s C Line.

This realignment materially impacts the way we have managed and will manage the underlying assets and ultimately led to the recognition of a $62 million impairment.

In 2024, we indefinitely suspended operations at our Temiscaming cellulose plant.

The indefinite suspension does not affect the Temiscaming paperboard and high-yield pulp plants that support our Paperboard and High-Yield Pulp operating segments, which continue to operate at full capacity, subject to market conditions.

In the third quarter of 2024, in conjunction with the indefinite suspension of operations, we recognized a non-cash asset impairment of $25 million, as it was determined that the Temiscaming cellulose plant’s net carrying value exceeded its estimated fair value.

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

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

In the fourth quarter of 2023, we began efforts towards the optimization and realignment of our Cellulose Commodities assets that included the consolidation of commodity viscose production into our Temiscaming plant and fluff production into our Jesup plant’s C Line.

This realignment materially impacted the way we have managed and will manage the underlying assets and ultimately led to the recognition of a $62 million impairment.

Our impairment analyses involved various assumptions and estimates in the determination of fair value, the most significant being our estimates of future cash flows, including key assumptions regarding production levels, price levels, profit margins, capital expenditures and discount rate.

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The actuarial rates are developed by models which incorporate high-quality (AA rated), long-term corporate bond rates into their calculations.

The weighted average discount rate increased from 4.71 percent at December 31, 2023 to 5.16 percent at December 31, 2024.

The weighted average discount rate decreased from 5.16 percent at December 31, 2024 to 5.11 percent at December 31, 2025.

Our defined pension plans were underfunded by $62 million at December 31, 2025.

The underfunded status decreased by $22 million in 2024, primarily due to actuarial gains because of increased discount rates, partially offset by decreased returns on plan assets.

In 2025, pension expense is expected to increase slightly compared to 2024.

The underfunded status increased by $1 million in 2025, primarily due to actuarial losses because of decreased discount rates, partially offset by increased returns on plan assets.

In 2026, pension expense is expected to decrease compared to 2025.

Many factors will impact future pension expense, including actual investment performance, changes in discount rates, timing of contributions and other employee related matters.

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In projecting future taxable income, we evaluate historical earnings, adjusted for certain items, including the results from discontinued operations, along with future earnings forecasts, the reversal of temporary differences and the implementation of feasible and prudent tax-planning strategies.

The vast majority of our DTAs are in Canada, including $627 million of NOLs subject to expiration after 20 years and other DTAs that can be carried forward indefinitely.

We have $334 million of net DTAs in Canada recognized on the consolidated balance sheet as of December 31, 2024.

We evaluate the realizability of these Canadian DTAs in two steps.

The first step evaluates future projected Canadian earnings from continuing operations to confirm the Canadian operations are more-likely-than-not to be profitable in future years.

If future years are not expected to be profitable, the Company would only be able to recognize DTAs to the extent there are other sources of taxable income, such as reversals of deductible timing differences.

Although this step does not require earnings be realized before any set time period, the Canadian operations would eventually need cumulative profits (excluding permanent tax adjustments) sufficient to utilize its net DTAs.

Heavy consideration in this analysis is given to Canadian operating results, adjusted for permanent tax adjustments and other non-recurring items, over the most recent three-year period.

The second step is to determine the realizability of the Canadian NOLs prior to expiration.

This is done by forecasting Canadian taxable income in each year to confirm that each NOL pool is more-likely-than-not to be realized before its respective expiration, which ranges from 2027 to 2043.

The forecasted taxable income excludes depreciation, which can be deferred indefinitely under Canadian tax law.

Evaluation of all available evidence supports the realizability of most recorded DTAs.

If the review of evidence indicates the realizability may be less than likely, then a valuation allowance is recorded, except for recorded DTAs for suspended U.S.

Tax assets are reviewed periodically for realizability.

This review requires management to make assumptions and estimates about future profitability that affect the realization of these DTAs.

If the review indicates the realizability may be less than likely, a valuation allowance is recorded.

The vast majority of our DTAs are in Canada, where we incurred a cumulative adjusted pre-tax loss 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, we believed it was more likely than not that our Canadian DTAs would not be fully realizable and recorded a full valuation allowance against these assets in that quarter.

The result was the recognition of 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.

Evaluation of all available evidence in other jurisdictions supports the realizability of most recorded DTAs, except for recorded DTAs for suspended U.S.

interest deductions, which do not have a full valuation allowance in accordance with specific AICPA guidance.

See Note 20—Income Taxes to our Financial Statements for further information on this item.

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

Unrecognized Tax Benefits

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What changed 10-K

Item 7. Management’s Discussion and Analysis