What changed in this filing

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Item 9A. Controls and Procedures

2026-03-05 compared with 2025-03-06 · 567 added, 582 removed, 1372 unchanged (46% of the section changed)

8 unchanged sentences

With regard to our internal control over financial reporting as defined in Rule 13a-15(f), our Management’s Report on Internal Control over Financial Reporting on page F-2 , and the Reports of Independent Registered Public Accounting Firm beginning on page F-3 , included in Item 8—Financial Statements and Supplementary Data of this 2025 Form 10-K, are incorporated by reference into this Item 9A.

In January 2025, the Company implemented a new financial accounting system for product costing.

Our processes, procedures and controls have been fully updated and evaluated by management, as appropriate.

For the quarter ended December 31, 2025, based upon the evaluation required by Rule 13a-15(d), there were no changes in our internal control over financial reporting that would materially affect or are reasonably likely to materially affect our internal control over financial reporting.

Other Information

During the quarter ended December 31, 2024, no director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as defined under Item 408(a) of Regulation S-K.

During the quarter ended December 31, 2025, no director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as defined under Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

11 unchanged sentences

Executive Compensation

The information required by this Item 11 is incorporated by reference to sections “Compensation Discussion and Analysis,” “Report of the Compensation and Management Development Committee,” “Executive Compensation Tables and Related Information” and “Commitment to Best Practices in Corporate Governance-Director Compensation” of our Proxy Statement.

The information required by this Item 11 is incorporated by reference to sections “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation Tables and Related Information” and “Commitment to Best Practices in Corporate Governance-Director Compensation” of our Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

20 unchanged sentences

dated as of May 24, 2017 Incorporated herein by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed on July 24, 2017

Amended and Restated Certificate of Incorporation of Rayonier Advanced Materials Inc., as amended Filed herewith

Amended and Restated Certificate of Incorporation of Rayonier Advanced Materials Inc., as amended Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 10-K filed on March 6, 2025

Certificate of Designations of 8.00% Series A Mandatory Convertible Preferred Stock of Rayonier Advanced Materials Inc., filed with the Secretary of State of the State of Delaware and effective August 10, 2016 Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on August 10, 2016

1 unchanged sentence

Amended and Restated Bylaws of Rayonier Advanced Materials Inc., effective October 19, 2022 Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on October 19, 2022

Description of Common Stock Filed herewith

Description of Common Stock Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 10-K filed on March 6, 2025

Transition Services Agreement, dated as of June 27, 2014, by and between Rayonier Inc.

12 unchanged sentences

Rayonier Advanced Materials Inc.

2021 Incentive Stock Plan effective May 17, 2021

Incorporated herein by reference to Appendix B to the Registrant’s Proxy Statement filed on April 2, 2021

2021 Incentive Stock Plan, effective May 17, 2021 Incorporated herein by reference to Appendix B to the Registrant’s Proxy Statement filed on April 2, 2021

Rayonier Advanced Materials Inc.

2023 Incentive Stock Plan, effective May 17, 2023 Incorporated herein by reference to Appendix D to the Registrant's Definitive Proxy Statement on Schedule 14A filed on March 31, 2023

Rayonier Advanced Materials Inc.

2023 Incentive Stock Plan, as amended and restated effective May 14, 2025 Incorporated herein by reference to Appendix D to the Registrant's Definitive Proxy Statement on Schedule 14A filed on March 31, 2025

Description Location

Form of Rayonier Advanced Materials Inc.

2024 Restricted Stock Unit Award Agreement Incorporated herein by reference to Exhibit 10.13 to the Registrant’s Form 10-K filed on February 29, 2024

Description Location

Form of Rayonier Advanced Materials Inc.

2 unchanged sentences

Form of Rayonier Advanced Materials Inc.

2025 Restricted Stock Unit Award Agreement Filed herewith

2025 Restricted Stock Unit Award Agreement Incorporated herein by reference to Exhibit 10.9 to the Registrant’s Form 10-K filed on March 6, 2025

Form of Rayonier Advanced Materials Inc.

2025 Restricted Stock Unit Award Agreement for De Lyle Bloomquist and James L.

Posze, Jr Filed herewith

Posze, Jr Incorporated herein by reference to Exhibit 10.10 to the Registrant’s Form 10-K filed on March 6, 2025

Form of Rayonier Advanced Materials Inc.

2023 Performance Share Unit Award Agreement Incorporated herein by reference to Exhibit 10.14 to the Registrant’s Form 10-K filed on March 1, 2023

2026 Restricted Stock Unit Award Agreement Filed herewith

Form of Rayonier Advanced Materials Inc.

4 unchanged sentences

Form of Rayonier Advanced Materials Inc.

2025 Performance Share Unit Award Agreement Filed herewith

2025 Performance Share Unit Award Agreement Incorporated herein by reference to Exhibit 10.14 to the Registrant’s Form 10-K filed on March 6, 2025

Form of Rayonier Advanced Materials Inc.

2025 Performance Share Unit Award Agreement for De Lyle Bloomquist and James L.

Posze, Jr Filed herewith

Posze, Jr Incorporated herein by reference to Exhibit 10.15 to the Registrant’s Form 10-K filed on March 6, 2025

Form of Rayonier Advanced Materials Inc.

2023 Performance Cash Unit Award Agreement Incorporated herein by reference to Exhibit 10.17 to the Registrant’s Form 10-K filed on March 1, 2023

2026 Performance Share Unit Award Agreement Filed herewith

Inducement Performance Share Unit Award Agreement effective as of January 9, 2026 between Rayonier Advanced Materials Inc.

and Scott Sutton Incorporated herein by reference to Exhibit 4.3 to the Registrant’s Form S-8 filed on January 9, 2026

Form of Rayonier Advanced Materials Inc.

4 unchanged sentences

Form of Rayonier Advanced Materials Inc.

2025 Performance Cash Unit Award Agreement Filed herewith

2025 Performance Cash Unit Award Agreement Incorporated herein by reference to Exhibit 10.19 to the Registrant’s Form 10-K filed on March 6, 2025

Form of Rayonier Advanced Materials Inc.

2025 Performance Cash Unit Award Agreement for De Lyle Bloomquist and James L.

Posze, Jr Filed herewith

Posze, Jr Incorporated herein by reference to Exhibit 10.20 to the Registrant’s Form 10-K filed on March 6, 2025

Form of Rayonier Advanced Materials Inc.

Incentive Stock Plan Supplemental Terms Applicable to the 2023 Equity Award Grant Incorporated herein by reference to Exhibit 10.21 to the Registrant’s Form 10-K filed on March 1, 2023

2026 Performance Cash Unit Award Agreement Filed herewith

Form of Rayonier Advanced Materials Inc.

1 unchanged sentence

Form of Rayonier Advanced Materials Inc.

Incentive Stock Plan Supplemental Terms Applicable to the 2025 Equity Award Grant Incorporated herein by reference to Exhibit 10.23 to the Registrant’s Form 10-K filed on March 6, 2025

Form of Rayonier Advanced Materials Inc.

Incentive Stock Plan Supplemental Terms Applicable to the 2026 Equity Award Grant Filed herewith

Description of Rayonier Advanced Materials Inc.

2023 Equity Incentive Program Design Incorporated herein by reference to Exhibit 10.24 to the Registrant’s Form 10-K filed on March 1, 2023

Description of Rayonier Advanced Materials Inc.

2024 Equity Incentive Program Design Incorporated herein by reference to Exhibit 10.33 to the Registrant’s Form 10-K filed on February 29, 2024

Description of Rayonier Advanced Materials Inc.

2025 Equity Incentive Program Design Incorporated herein by reference to Exhibit 10.26 to the Registrant’s Form 10-K filed on March 6, 2025

Description of Rayonier Advanced Materials Inc.

2026 Equity Incentive Program Design Filed herewith

1 unchanged sentence

Non-Equity Incentive Plan, as amended effective May 23, 2016 Incorporated herein by reference to Appendix B to the Registrant’s Proxy Statement filed on April 8, 2016

Description Location

Rayonier Advanced Materials Inc.

4 unchanged sentences

Non Change In Control Executive Severance Plan Incorporated herein by reference to Exhibit 10.4 to the Registrant’s Form 10-Q filed on November 7, 2019

Description Location

Trust Agreement for Rayonier Advanced Materials Inc.

6 unchanged sentences

Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed on November 2, 2022

Rayonier Advanced Materials Inc.

Excess Savings and Deferred Compensation Plan, effective June 28, 2014 Incorporated herein by reference to Exhibit 10.25 to the Registrant’s Form 10-Q/A filed on September 4, 2014

Form of Rayonier Advanced Materials Inc.

Excess Savings and Deferred Compensation Plan Agreements, effective June 28, 2014 Incorporated herein by reference to Exhibit 10.18 to the Registrant’s Form 10-K filed on February 27, 2015

RYAM Excess Savings and Deferred Compensation Plan Adoption Agreement as Amended and Restated Effective as of January 1, 2024 Filed herewith

RYAM Excess Savings and Deferred Compensation Plan Basic Plan Document, effective January 1, 2024 Filed herewith

Retirement Plan for Salaried Employees of Rayonier Advanced Materials Inc., effective June 27, 2014 and Amended and Restated as of October 21, 2019 Incorporated herein by reference to Exhibit 10.5 to the Registrant’s Form 10-Q filed on November 7, 2019

First Amendment to Retirement Plan for Salaried Employees of Rayonier Advanced Materials Inc., effective February 13, 2017 Filed herewith

Second Amendment to Retirement Plan for Salaried Employees of Rayonier Advanced Materials Inc., effective January 1, 2017 Filed herewith

Third Amendment to Retirement Plan for Salaried Employees of Rayonier Advanced Materials Inc., effective January 1, 2018 Filed herewith

Fourth Amendment to Retirement Plan for Salaried Employees of Rayonier Advanced Materials Inc., effective December 31, 2018 Filed herewith

Fifth Amendment to Retirement Plan for Salaried Employees of Rayonier Advanced Materials Inc., effective October 21, 2019 Filed herewith

Sixth Amendment to Retirement Plan for Salaried Employees of Rayonier Advanced Materials Inc., effective October 18, 2021 Filed herewith

Seventh Amendment to Retirement Plan for Salaried Employees of Rayonier Advanced Materials Inc., effective December 31, 2022

Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed on November 2, 2022

Rayonier Advanced Materials Inc.

Investment and Savings Plan for Salaried Employees, effective January 1, 2015 Incorporated herein by reference to Exhibit 10.24 to the Registrant’s Form 10-K filed on February 24, 2017

Amendment to Rayonier Advanced Materials Inc.

Investment and Savings Plan for Salaried Employees, effective January 1, 2015 Incorporated herein by reference to Exhibit 10.25 to the Registrant’s Form 10-K filed on February 24, 2017

Amendment to Rayonier Advanced Materials Inc.

Investment and Savings Plan for Salaried Employees, effective January 1, 2016 Incorporated herein by reference to Exhibit 10.26 to the Registrant’s Form 10-K filed on February 24, 2017

Amendment to Rayonier Advanced Materials Inc.

Investment and Savings Plan for Salaried Employees, effective January 1, 2016 Incorporated herein by reference to Exhibit 10.27 to the Registrant’s Form 10-K filed on February 24, 2017

Amendment to Rayonier Advanced Materials Inc.

Investment and Savings Plan for Salaried Employees, effective October 1, 2016 Incorporated herein by reference to Exhibit 10.28 to the Registrant’s Form 10-K filed on February 24, 2017

Amendment to Rayonier Advanced Materials Inc.

Investment and Savings Plan for Salaried Employees, effective February 13, 2017 Incorporated herein by reference to Exhibit 10.29 to the Registrant’s Form 10-K filed on February 24, 2017

Eighth Amendment to Retirement Plan for Salaried Employees of Rayonier Advanced Materials Inc., effective August 1, 2023

Filed herewith

Ninth Amendment to Retirement Plan for Salaried Employees of Rayonier Advanced Materials Inc., effective May 29, 2024

Filed herewith

RYAM 401(K) Plan for Salaried Employees (Adoption Agreement) effective August 1, 2023 Filed herewith

Amendment to RYAM 401(K) Plan for Salaried Employees effective December 1, 2023 Filed herewith

Amendment to RYAM 401(K) Plan for Salaried Employees effective January 1, 2024 Filed herewith

Description Location

Amendment to RYAM 401(K) Plan for Salaried Employees effective January 1, 2025 Filed herewith

Amendment to RYAM 401(K) Plan for Salaried Employees effective August 25, 2025 Filed herewith

RYAM 401(K) Plan for Salaried Employees (Basic Plan) effective August 1, 2023 Filed herewith

Form of Indemnification Agreement between Rayonier Advanced Materials Inc.

6 unchanged sentences

party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on December 23, 2020

Description Location

Amendment No.

17 unchanged sentences

English translation of Loan Contract, dated as of November 12, 2024, by and among Rayonier A.M.

France, RYAM BioNova, the lenders party thereto, and Credit Lyonnais, as agent, ESG coordinator and ESG agent (originally executed in French) Filed herewith

France, RYAM BioNova, the lenders party thereto, and Credit Lyonnais, as agent, ESG coordinator and ESG agent (originally executed in French) Incorporated herein by reference to Exhibit 10.51 to the Registrant’s Form 10-K filed on March 6, 2025

English translation of Shareholder Pact Relative to RYAM BioNova, dated November 12, 2024, between Rayonier A.M.

France, Rayonier Advanced Materials Inc.

and Swen Impact Fund for Transition 3 (originally executed in French) Incorporated herein by reference to Exhibit 10.52 to the Registrant’s Form 10-K filed on March 6, 2025

Description Location

English translation of the Amendment, dated December 26, 2025, to the Shareholder Pact Relative to RYAM BioNova, dated November 12, 2024, between Rayonier A.M.

France, Rayonier Advanced Materials Inc.

and Swen Impact Fund for Transition 3 (originally executed in French) Filed herewith

5 unchanged sentences

Bloomquist Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on May 31, 2022

Retirement and Transition Agreement dated January 5, 2026 between Rayonier Advanced Materials Inc.

and De Lyle W.

Bloomquist Filed herewith

Letter Agreement, dated January 3, 2026 between Rayonier Advanced Materials Inc.

Sutton Filed herewith

Rayonier Advanced Materials Inc.

Insider Trading Policy Filed herewith

Insider Trading Policy Incorporated herein by reference to Exhibit 19 to the Registrant’s Form 10-K filed on March 6, 2025

Subsidiaries of the registrant Filed herewith

4 unchanged sentences

Certification of Periodic Financial Reports Under Section 906 of the Sarbanes-Oxley Act of 2002 Furnished herewith

Description Location

Rayonier Advanced Materials Inc.

15 unchanged sentences

Signature Title Date

/s/ DE LYLE W.

BLOOMQUIST Chief Executive Officer, President

SUTTON Chief Executive Officer, President

and Director March 5, 2026

4 unchanged sentences

(Principal Financial Officer)

/s/ GABRIELA GARCIA Chief Accounting Officer and

/s/ JARED ROLLINS Chief Accounting Officer and

Vice President, Corporate Controller March 5, 2026

Gabriela Garcia

Jared Rollins

(Principal Accounting Officer)

2 unchanged sentences

Moeltner and R.

Colby Slaughter, his/her true and lawful attorneys-in-fact, with full power in each to act without the other and with full power of substitution and resubstitution, to sign in the name of such person and in each of his/her offices and capacities with Rayonier Advanced Materials Inc., the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, together with any amendments thereto, and to file same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and their substitutes, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.

13 unchanged sentences

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Comprehensive Loss

Consolidated Balance Sheets

21 unchanged sentences

We have audited the accompanying consolidated balance sheets of Rayonier Advanced Materials Inc.

(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedules included under Item 15(a) (collectively referred to as the “consolidated financial statements”).

(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedules included under Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

11 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical audit matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accruals for environmental liabilities

As described further in Note 11 to the consolidated financial statements, the Company records accruals for environmental liabilities based on its current interpretation of environmental laws and regulations when it is probable a liability has been incurred and the amount of such liability is estimable.

Accruals for environmental liabilities totaled approximately $170 million on December 31, 2024.

Accruals for environmental liabilities totaled approximately $184 million as of December 31, 2025.

These liabilities are established based on projected spending over many years and require significant estimates and specialized knowledge to determine the proper amount at any point in time.

3 unchanged sentences

The principal considerations for our determination that the accruals for environmental liabilities are a critical audit matter is that the length of time over which the obligation will be resolved is significant and the estimate requires specialized knowledge of environmental engineering.

The estimate, which involves assumptions such as the nature and extent of contamination at each

site, the nature and extent of required cleanup efforts, the duration and effectiveness of the chosen remedial strategy and changes in environmental regulations, is subjective in nature and involved our complex and subjective judgment.

The estimate, which involves assumptions such as the nature and extent of contamination at each site, the nature and extent of required cleanup efforts, the duration and effectiveness of the chosen remedial strategy and changes in environmental regulations, is subjective in nature and involved complex and subjective judgment.

Our audit procedures related to the accruals for environmental liabilities included the following, among others.

3 unchanged sentences

With the support of our environmental specialist, we evaluated the competency of the specialist used by the Company in addition to whether the method, models, and assumptions utilized in estimating the reserve balances were appropriate based on testing of engineering studies and historical experience and evaluated the sufficiency of the Company’s disclosures.

Impairment of long-lived assets

As described further in Note 3, Note 8 and Note 13 to the consolidated financial statements, the Company reviews long-lived assets for impairment whenever events or changes in circumstances, known as triggering events, indicate that the carrying amount of a long-lived asset or asset group, may not be recoverable.

Management considers various factors when determining if long-lived assets should be evaluated for impairment, including a significant adverse change in the business climate or industry conditions (such as sustained decreases in commodity prices, volatility in energy costs, and the global economy), a current period operating or cash flow loss combined with a history of losses, a significant adverse change in the extent or manner in which an asset is used, or a current expectation that the asset will be sold or otherwise disposed of before the end of its useful life.

As a result of the indefinite shutdown of the Temiscaming, Canada high purity cellulose plant during the year, the Company completed an impairment analysis of this asset group in the third quarter of 2024 and recorded a charge of $25 million in the accompanying consolidated statement of operations.

We identified the impairment of high purity cellulose assets located in Temiscaming, Canada as a critical audit matter.

The principal considerations for our determination that impairment of high purity cellulose assets located in Temiscaming, Canada is a critical audit matter is the significant judgments made by management to estimate the impairment charge.

This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the future production, pricing estimates, capital and operating costs, market-based weighted average cost of capital and risk adjustment factors.

Our audit procedures related to the impairment analysis included the following, among others.

We evaluated the design and tested the operating effectiveness of the key controls over the Company’s determination of triggering events and the key assumptions underlying the fair value determination and the completeness and accuracy of the data used in the determination of the fair value.

We evaluated the reasonableness of the key assumptions used in management’s cash flow forecast by comparing them to historical amounts and current industry and economic trends.

We evaluated the reasonableness of management’s assessment of future market prices of the revenue-generating commodity and cellulose specialties products and future input costs necessary for operations by comparing these amounts against available forward market pricing data and historical amounts.

Additionally, we performed sensitivity analyses around certain cost of sales assumptions underlying management’s fair value assessment.

We assessed the qualifications and competence of management and its valuation professional primarily responsible with the determination of the fair value of the long-lived assets.

We involved valuation professionals, with specialized skills and knowledge, to assist in our evaluation of the valuation methodologies applied and the significant assumptions used to determine the fair value of the asset group, including the weighted average cost of capital and risk adjustment factors.

Realizability of deferred tax assets

As described further in Note 20 to the consolidated financial statements, on December 31, 2024, the Company had gross deferred tax assets of approximately $555 million, primarily related to its Canadian operations, reduced by a valuation allowance of approximately $86 million.

Deferred tax assets must be reduced by a valuation allowance if, based upon the weight of all available evidence, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the deferred tax assets will become realized.

The Company assesses the need for a valuation allowance by evaluating both the positive and negative evidence that may exist.

We identified the realizability of deferred tax assets in Canada as a critical audit matter.

The principal considerations for our determination that the realizability of deferred tax assets in Canada is a critical audit matter are that the length of time of the forecast period is significant and the estimate of future taxable income of the Company’s Canadian operations is an accounting estimate subject to a high level of estimation uncertainty.

Our audit procedures related to the realizability of deferred tax assets included the following, among others.

We evaluated the design and tested the operating effectiveness of the key controls over the Company’s forecasting process, evaluation of the realizability of deferred tax assets and establishment of valuation allowances.

We assessed the historical accuracy of management’s forecasted Canadian taxable income and compared the forecasts to historical trends and current industry and economic trends.

Additionally, we performed sensitivity analyses around the assessment.

We involved tax professionals to evaluate the application of jurisdictional tax laws and regulations used in the Company’s assumptions and calculations.

/s/ GRANT THORNTON LLP

39 unchanged sentences

Foreign exchange gain (loss) ( 4,629 ) 7,429 ( 2,999 )

Asset impairment (Notes 3 and 8) ( 25,169 ) ( 62,300 ) —

Asset impairment (Note 7)

— ( 25,169 ) ( 62,300 )

Indefinite suspension charges (Note 3)

( 1,275 ) ( 16,630 ) —

Environmental remediation expense ( 20,384 ) ( 6,607 ) ( 5,784 )

Other operating income (expense), net (Note 20)

( 4,457 ) 7,134 ( 6,623 )

Operating income (loss) 4,098 39,481 ( 65,264 )

1 unchanged sentence

Components of pension and OPEB, excluding service costs (Note 19)

2,924 98 4,960

Gain on GreenFirst equity securities (Note 4) — — 5,197

Debt refinancing charges ( 106 ) ( 10,195 ) 361

Other income, net 4,305 6,141 5,418

Other income (expense), net ( 2,006 ) 4,305 6,141

Loss from continuing operations before income tax ( 95,045 ) ( 49,200 ) ( 132,474 )

Income tax (expense) benefit (Note 21)

Equity in loss of equity method investment ( 1,652 ) ( 1,984 ) ( 2,653 )

( 323,265 ) 8,928 32,311

Equity in loss of equity method investments ( 4,873 ) ( 1,652 ) ( 1,984 )

Loss from continuing operations ( 423,183 ) ( 41,924 ) ( 102,147 )

Income from discontinued operations, net of tax (Note 4)

2,670 3,217 312

Net loss ( 420,513 ) ( 38,707 ) ( 101,835 )

4 unchanged sentences

Income from discontinued operations 0.04 0.05 —

Net loss per common share $ ( 0.59 ) $ ( 1.57 ) $ ( 0.23 )

Net loss $ ( 6.33 ) $ ( 0.59 ) $ ( 1.57 )

See Notes to Consolidated Financial Statements.

Rayonier Advanced Materials Inc.

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Comprehensive Loss

(in thousands)

5 unchanged sentences

Unrealized gain on derivative instruments 129 151 194

Net gain on employee benefit plans 12,477 10,157 33,155

Net gain (loss) on employee benefit plans ( 2,537 ) 12,477 10,157

Total other comprehensive income 22,698 248 17,881

Comprehensive income (loss) ( 38,459 ) ( 83,954 ) 5,753

Comprehensive loss ( 397,815 ) ( 38,459 ) ( 83,954 )

Comprehensive income attributable to redeemable noncontrolling interest 1,525 37 —

Comprehensive income (loss) attributable to RYAM $ ( 38,496 ) $ ( 83,954 ) $ 5,753

Comprehensive loss attributable to RYAM $ ( 399,340 ) $ ( 38,496 ) $ ( 83,954 )

See Notes to Consolidated Financial Statements.

5 unchanged sentences

Accounts receivable, net (Note 5)

193,306 213,972

Inventory (Note 6)

237,969 208,003

Income tax receivable (Note 21)

2 unchanged sentences

Property, plant and equipment, net (Note 7)

1,014,614 1,018,583

Deferred tax assets (Note 21)

24,026 349,500

Intangible assets, net (Note 2)

5 unchanged sentences

Accrued and other current liabilities (Note 9)

138,580 170,785

Debt due within one year (Note 10)

20,909 23,379

Current environmental liabilities (Note 11)

1 unchanged sentence

Long-term debt (Note 10)

758,109 706,444

Non-current environmental liabilities (Note 11)

173,444 160,466

Pension and other postretirement benefits (Note 19)

78,838 77,239

Deferred tax liabilities (Note 21)

12,722 13,685

Other liabilities 46,943 47,273

Commitments and contingencies (Note 22)

Redeemable noncontrolling interest (Note 14)

11,366 10,503

Commitments and contingencies (Note 23)

Stockholders’ equity (Note 15)

2 unchanged sentences

Additional paid-in capital 427,764 425,303

Retained earnings 333,591 372,588

Retained earnings (deficit) ( 88,907 ) 333,591

Accumulated other comprehensive loss (Note 16)

( 22,971 ) ( 45,669 )

Total stockholders’ equity 316,556 713,885

5 unchanged sentences

Common Stock Additional Paid in Capital Retained

Earnings Accumulated Other Comprehensive Loss Total Stockholders’

Earnings (Deficit) Accumulated Other Comprehensive Loss Total Stockholders’

Shares Par Value

13 unchanged sentences

( 157,070 ) ( 1 ) ( 913 ) — — ( 914 )

Redeemable noncontrolling interest adjustment to redemption value — — — ( 253 ) — ( 253 )

Balance at December 31, 2024 65,966,881 660 425,303 333,591 ( 45,669 ) 713,885

21 unchanged sentences

Stock-based compensation expense 5,496 7,101 6,507

Amortization of debt discount and issuance costs 8,559 6,050 4,033

Deferred income tax benefit ( 9,606 ) ( 27,713 ) ( 3,948 )

Amortization of debt premium, discount and issuance costs 8,551 8,559 6,050

Deferred income tax expense (benefit) 321,925 ( 9,606 ) ( 27,713 )

Increase in environmental liabilities 20,178 6,417 4,764

Gain on GreenFirst equity securities — — ( 5,197 )

Change in fair value of put option liability 2,841 — —

Loss on investment in AGE 2,000 — —

(Gain) loss on debt extinguishment — 4,363 ( 361 )

4 unchanged sentences

Accounts receivable 24,779 ( 24,392 ) 19,979

Inventories ( 2,134 ) 58,949 ( 35,113 )

Inventory ( 23,284 ) ( 2,134 ) 58,949

Income tax receivable 1,096 19,859 ( 7,137 )

7 unchanged sentences

Investing activities

Capital expenditures, net of proceeds ( 107,944 ) ( 127,670 ) ( 138,223 )

Investment in equity method investment — ( 780 ) ( 379 )

Capital expenditures, net of proceeds from sale of property, plant and equipment ( 115,599 ) ( 107,944 ) ( 127,670 )

Proceeds related to insurance claims 3,500 — —

Investment in equity method investments ( 2,000 ) — ( 780 )

Cash used in investing activities-continuing operations ( 114,099 ) ( 107,944 ) ( 128,450 )

9 unchanged sentences

Preferred equity issuance costs — ( 1,192 ) —

Cash used in financing activities ( 42,478 ) ( 86,947 ) ( 73,115 )

Cash provided by (used in) financing activities 30,059 ( 42,478 ) ( 86,947 )

Net increase (decrease) in cash and cash equivalents ( 60,129 ) 53,188 ( 77,954 )

6 unchanged sentences

Interest paid $ ( 99,389 ) $ ( 95,050 ) $ ( 51,017 )

Income taxes refunded (paid), net 19,003 ( 7,239 ) 15,200

Income taxes (paid) refunded, net $ ( 510 ) $ 19,003 $ ( 7,239 )

Capital assets purchased on account $ 29,450 $ 39,163 $ 37,363

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Nature of Operations

The Company is a leading manufacturer of high purity cellulose, paperboard and high-yield pulp products and operated the following segments during the periods presented in this 2024 Form 10-K:

High Purity Cellulose, Paperboard and High-Yield Pulp.

High Purity Cellulose

The Company, through its four production facilities located in the U.S., Canada and France, manufactures and markets high purity cellulose, which is sold as either cellulose specialties or commodity products.

Cellulose specialties are primarily used in dissolving chemical applications that require a highly purified form of cellulose.

Commodity products are 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.

The Company’s specialized assets also produce bioelectricity and biomaterials, including biofuels, lignin and tall oil soap.

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

The Company manufactures and markets lightweight multi-ply paperboard products through its production facility in Canada.

RYAM is a global leader of cellulose and derivatives commonly used in the production of filters, food, pharmaceuticals, high performance plastics, propellants and various industrial applications.

The Company’s specialized assets, capable of creating the world’s leading cellulose specialties products, are also used to produce cellulose viscose pulp, cellulose fluff pulp, high-yield pulp and various value-added derivatives, including paperboard, biofuels, bioelectricity and lignin.

In the first quarter of 2025, the Company reorganized its High Purity Cellulose operating segment as a result of changes in its internal operating model, significant developments in its Biomaterials strategy (see Note 10—Debt and Finance Leases and Note 14—Redeemable Noncontrolling Interest for information regarding its newly-formed subsidiary, BioNova, and important financing milestones reached) and the successful launch of an enterprise reporting system that significantly enhances the Company’s financial reporting and costing capabilities.

Specifically, the Company 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.

As a result of this reorganization, the Company now operates in the following operating segments:

Cellulose Specialties, Biomaterials, Cellulose Commodities, Paperboard and High-Yield Pulp.

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

See Note 22—Segment and Geographical Information for further information.

Cellulose Specialties

The Company currently manufactures its Cellulose Specialties products through three production facilities located in the U.S.

A fourth production facility in Temiscaming, Canada, indefinitely suspended its cellulose operations in July 2024.

Cellulose specialties, produced from cellulose, a natural polymer primarily derived from wood or cotton, are used in dissolving chemical applications that require a highly purified form of cellulose, including liquid crystal display screens, filters, textiles and performance additives for pharmaceutical, food and other industrial applications.

The Company’s specialized assets also produce biomaterials, including biofuels, lignosulfonates, prebiotics, tall oil soap, HCE and turpentine.

The bioethanol facility in Tartas, France produces wood-based 2G bioethanol fuel.

Lignosulfonates are produced at the Tartas cellulose facility and were produced at the Temiscaming cellulose facility prior to the indefinite suspension of operations.

Tall oil soap is produced at the Tartas and Jesup facilities.

HCE is produced at the Fernandina and Tartas cellulose facilities.

Turpentine is produced at the Jesup facility.

Cellulose Commodities

The cellulose production facilities discussed above also manufacture the Company’s Cellulose Commodities products, which primarily consist of absorbent materials and viscose applications.

Absorbent materials, typically referred to as fluff, are used as an absorbent medium in consumer products such as disposable baby diapers, feminine hygiene products, incontinence pads, convalescent bed pads, industrial towels and wipes and non-woven fabrics.

Commodity viscose is a raw material required for the manufacture of viscose staple fibers, which are used in woven applications, including rayon textiles for clothing and other fabrics, and non-woven applications, such as baby wipes, cosmetic and personal wipes, industrial wipes and mattress ticking.

The Company manufactures Kallima ® Coated Cover Paperboard, a lightweight multi-ply paperboard, through its production facility in Temiscaming.

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

Rayonier Advanced Materials Inc.

Notes to Consolidated Financial Statements

(in thousands unless otherwise stated)

High-Yield Pulp

The Company manufactures and markets bulky high-yield pulp through its production facility in Canada.

Paper manufacturers use high-yield pulp to produce paperboard, packaging, printing and writing papers and various other paper products.

The Company manufactures bulky high-yield pulp through its production facility in Temiscaming.

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

Basis of Presentation

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Certain amounts in prior periods have been reclassified to conform with the current period presentation.

The Financial Statements are prepared in accordance with GAAP and the rules and regulations of the SEC.

The Financial Statements and notes thereto have been prepared in accordance with GAAP and the rules and regulations of the SEC.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and disclosures of contingent assets and liabilities.

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Management believes that the estimates and assumptions used are reasonable.

The Company’s fiscal year end is the last day of the calendar year.

For interim reporting periods, the Company uses the last Saturday of the fiscal quarter.

The Company’s fiscal year begins on January 1 and ends on December 31.

For interim reporting periods, the Company uses a 5-4-4 calendar that ends on the last Saturday of the fiscal quarter.

Discontinued Operations

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See Note 4—Discontinued Operations for further information.

Rayonier Advanced Materials Inc.

Notes to Consolidated Financial Statements

(in thousands unless otherwise stated)

Altamaha Green Energy LLC

The Company is involved with AGE, under a preliminary joint venture agreement with Beasley Green Power, LLC.

AGE aims to construct a biomass boiler and turbine to produce and sell green electricity to Georgia Power Company.

AGE is not engaged in any other operating activities and since formation it has only been focused on developing feasibility studies for this project and handling related administrative matters.

AGE expenses to date have been shared evenly by RYAM and Beasley and have not been material for the Company for any of the periods presented.

The amounts expensed by the Company have been recorded as general and administrative expenses.

Once the project evolves from the development stage and the current joint venture agreement between the Company and Beasley is amended to reflect the appropriate terms, the Company will evaluate the accounting and disclosure implications.

Subsequent Events

In February and March 2025, the U.S.

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

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.

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

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.

The Company will begin reporting based on this new segment structure in the Company’s Quarterly Report on Form 10-Q for the first quarter of fiscal 2025.

Subsequent Event

In March 2026, the Company entered into an agreement to sell and lease back (i) the land and equipment of its chip mills located in Georgia and (ii) the Company’s ERP systems for a purchase price of $ 20 million, the proceeds of which the Company intends to use for general corporate purposes.

The lease has an initial term of 33 months and will continue for successive three-month periods until terminated by either party with appropriate notice, with monthly rental payments of $ 0.7 million.

The accounting treatment for this transaction has not yet been finalized.

Significant Accounting Policies and Recent Accounting Developments

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Foreign currency translation gains and losses are reported as a component of AOCI.

Realized and unrealized gains and losses resulting from foreign currency transactions are included in operating results as incurred.

Realized and unrealized gains and losses resulting from foreign currency transactions are recorded, as incurred, to “foreign exchange gain (loss)” or “other income (expense), net” in the consolidated statements of operations, as appropriate.

The Company incurred total foreign currency transaction gain (loss) of $( 7 ) million, $ 10 million and $( 4 ) million during the years ended December 31, 2025, 2024 and 2023, respectively.

Cash and Cash Equivalents

Cash and cash equivalents include time deposits and other highly liquid investments with original maturities of three months or less.

Rayonier Advanced Materials Inc.

Notes to Consolidated Financial Statements

(in thousands unless otherwise stated)

Accounts Receivable and Allowance for Credit Loss

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Write-offs are recorded when a customer receivable is deemed uncollectible and collection efforts have been exhausted.

Rayonier Advanced Materials Inc.

Notes to Consolidated Financial Statements

(in thousands unless otherwise stated)

On January 1, 2024, the Company changed the method of valuation of its finished goods, work-in-process and raw materials inventories from first-in first-out to average cost.

The Company believes the average cost method is preferable because it provides better matching of revenue and expense trends and better reflects periodic income from operations.

This change was not retrospectively applied to prior periods presented, as the overall effect of the change is not deemed material to the Company’s consolidated financial statements.

Manufacturing and maintenance supplies are valued at average cost.

Finished goods, work-in-process and raw materials inventories, as well as manufacturing and maintenance supplies, are valued at average cost.

Inventory costs include material, labor and manufacturing overhead.

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Property, plant and equipment are recorded at cost, including applicable freight, interest, construction and installation costs.

High purity cellulose, paperboard and high-yield pulp production-related plant and equipment are depreciated using the units-of-production method.

Production-related plant and equipment for the Company’s Cellulose Specialties, Biomaterials, Cellulose Commodities, Paperboard and High-Yield Pulp products are depreciated using the units-of-production method.

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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Assets to be disposed of are reported at the lower of the carrying amount or fair value, less cost to sell.

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

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

See Note 3—Indefinite Suspension of Operations for further information.

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

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

See Note 7—Property, Plant and Equipment, Net for further information.

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Accretion expense in connection with the discounted liability is also recognized over the same period.

As of December 31, 2024 and 2023, the Company had accrued $ 13 million and $ 12 million, respectively, for asset retirement obligations in “other liabilities.” Related depreciation and accretion expenses are included in “other operating income (expense), net” in the consolidated statements of operations.

During 2024, new obligations incurred were immaterial and no obligations were settled.

Accretion expense was immaterial during the years ended December 31, 2024 and 2022 and was $ 1 million during 2023.

Related depreciation and accretion expenses are included in “other operating income (expense), net” in the consolidated statements of operations.

Rayonier Advanced Materials Inc.

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(in thousands unless otherwise stated)

As of December 31, 2025 and 2024, the Company accrued $ 11 million and $ 13 million, respectively, for asset retirement obligations in “other liabilities.” During 2025, new obligations incurred were immaterial and existing obligations of $ 2 million were settled.

Accretion expense was immaterial during the years ended December 31, 2025 and 2024 and was $ 1 million during 2023.

Capitalized Software

The Company capitalizes certain costs in connection with obtaining software for internal use.

These costs are generally amortized over 5 years, once the assets are ready for their intended use.

These costs are generally amortized over five years , once the assets are ready for their intended use.

As of December 31, 2025 and 2024, the Company had $ 55 million and $ 50 million, respectively, of capitalized software included in “other assets” in the consolidated balance sheets.

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Research and Development Expense

R&D capabilities and activities are primarily focused on the High Purity Cellulose operating segment.

R&D capabilities and activities are primarily focused on the Cellulose Specialties and Biomaterials operating segments.

These efforts are directed at further developing products and technologies, including improving the quality of cellulose fiber grades, improving manufacturing efficiency and environmental controls and reducing fossil fuel consumption.

The Company also focuses its R&D activities on the development and marketing of new products and applications.

R&D expense was $ 7 million, $ 5 million and $ 6 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Intangible Assets

The Company has definite-life intangible assets that it acquired through a business combination.

The definite-life intangible assets consist of customer lists and trade names and are amortized over their estimated useful lives for periods generally ranging from 8 to 15 years.

The Company has definite-lived intangible assets, acquired through a business combination, that consist of customer lists and trade names and are amortized over their estimated useful lives for periods ranging from 8 to 15 years.

The Company evaluates the recoverability of its definite-life intangible assets by comparing the net carrying value of the asset group to the undiscounted net cash flows expected to be generated from the use and eventual disposition of that asset group when events or changes in circumstances indicate that its carrying amount may not be recoverable.

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Total definite-lived intangibles $ 60,284 $ ( 49,880 ) $ 10,404 3.9 years

Total amortization expense related to definite-lived intangible assets was $ 7 million for each of the years ended December 31, 2024, 2023 and 2022.

Total amortization expense related to definite-lived intangible assets was $ 6 million for the year ended December 31, 2025 and $ 7 million for each of the years ended December 31, 2024 and 2023.

Estimated future amortization expense related to intangible assets held as of December 31, 2025 was as follows:

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Anomera, Inc .

The Company is an investor in Anomera, a Canadian start-up corporation headquartered in Montreal, Quebec.

The Company is an investor in Anomera, a Canadian startup corporation headquartered in Montreal, Quebec.

Anomera manufactures CNC, a patented, biodegradable product, with uses in the cosmetics industry and various other industrial applications, including concrete, inks and pigments, polymer composites, coatings and adhesives industries.

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The Company has evaluated this investment and has concluded it is not a variable interest entity.

The Company accounts for this investment under the equity method of accounting and records its share of net earnings and losses on the investment in “equity in loss of equity method investment” in the consolidated statements of operations.

During the years ended December 31, 2025, 2024 and 2023, the Company recorded losses of $ 1 million, $ 2 million and $ 2 million, respectively, on its equity investment in Anomera.

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The Company records its share of net earnings and losses on the investment in “other operating income (expense), net” in the consolidated statements of operations.

During the years ended December 31, 2024 and 2022, the Company recorded income of $ 2 million and a loss of $ 3 million, respectively.

During the year ended December 31, 2023, the Company recorded immaterial income on its investment in LTF.

During the years ended December 31, 2025 and December 31, 2023, the income (loss) recorded on the Company’s investment in LTF was immaterial .

During the year ended December 31, 2024, the Company recorded income of $ 2 million on its investment in LTF.

See Note 20—Other Operating Income (Expense), Net for further information.

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See Note 23—Commitments and Contingencies for further information.

Redeemable Noncontrolling Interest

In November 2024, the Company and one of its subsidiaries entered into a shareholder agreement with SWEN, pursuant to which SWEN will fund up to € 30 million in exchange for up to 222,222 preferred shares, representing an expected 20 percent total noncontrolling equity interest in BioNova.

Of this commitment, € 15 million was funded at the closing of the shareholder agreement in exchange for 111,111 preferred shares, which currently represents an equity interest in BioNova of approximately 14 percent.

Subsequent funding is contingent on the achievement of project milestones expected during 2025.

The preferred shares rank senior to holders of BioNova common stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of BioNova.

Dividend distributions are subject to certain conditions set forth in the shareholder agreement.

The preferred shares also contain embedded redemption features, which would require the Company to transfer cash to SWEN upon an exercise of the call and the put options.

The preferred shares are not deemed mandatorily redeemable and therefore have been classified as temporary equity.

The call option may be exercised at the Company’s discretion as follows:

• Between January 1, 2028 (inclusive) and December 31, 2031 (inclusive).

• If not exercised during the above period, it becomes exercisable again between January 1, 2033 (inclusive) and December 31, 2034 (inclusive).

The put option may be exercised at SWEN’s discretion as follows:

• At any time in the presence of an event of default enabling BioNova’s lenders or their agent to request the acceleration of maturity of the related debt.

• At any time in the event of a change of control.

• Between January 1, 2032 (inclusive) and December 31, 2032 (inclusive), if the call option was not exercised.

• Between January 1, 2035 (inclusive) and December 31, 2035 (inclusive), if the call option was still not exercised.

Both options have an exercise price that ensures achievement of both an internal rate of return of 16 percent and a 2 x multiple.

The Company evaluated the call and put options embedded in the preferred shares and determined that the put option should be bifurcated and recognized separately at fair value, with subsequent changes in fair value recorded in earnings.

See Note 13—Fair Value Measurements for further information on the fair value measurements of the put option.

The value of SWEN’s redeemable noncontrolling interest is accreted to its estimated redemption value at each period end using the interest method.

It is reflected in temporary equity at the current redemption value less the current carrying fair value amount of the bifurcated put option.

Rayonier Advanced Materials Inc.

Notes to Consolidated Financial Statements

(in thousands unless otherwise stated)

The following table presents a reconciliation of the changes in the redeemable noncontrolling interest balance:

Redeemable Noncontrolling Interest

Balance at December 31, 2023

Cash contribution from redeemable noncontrolling interest 15,843

Bifurcation of put option ( 4,196 )

Equity issuance costs ( 1,192 )

Foreign exchange adjustment ( 242 )

Adjustment to redemption value 253

Net income attributable to redeemable noncontrolling interest 37

Balance at December 31, 2024

Results attributable to RYAM, after attribution to the redeemable noncontrolling interest, were as follows:

Year Ended December 31, 2024

Loss from continuing operations attributable to RYAM $ ( 41,961 )

Income from discontinued operations attributable to RYAM 3,217

Net loss attributable to RYAM $ ( 38,744 )

Altamaha Green Energy LLC

In the fourth quarter of 2025, the Company discontinued its involvement in the AGE project and incurred related charges of $ 3 million, including the write off of a $ 2 million contribution made to AGE in the third quarter for engineering, contract and legal support and $ 1 million in other expenses, that were recorded to “equity in loss of equity method investments” in the consolidated statements of operations.

The AGE project aims to construct a biomass boiler and turbine to produce and sell green electricity to Georgia Power Company under an executed Power Purchase Agreement.

AGE is also a party to an Engineering, Procurement and Construction agreement, which can be terminated for convenience in the event the project is discontinued.

AGE has not been engaged in any other operating activities and since formation focused solely on developing feasibility studies for this project and handling related administrative matters.

During RYAM’s involvement in the project, all AGE expenses were shared evenly by RYAM and Beasley and were not material for the Company for any of the periods presented.

The amounts expensed by the Company were recorded as general and administrative expenses.

Revenue Recognition and Measurement

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The Company elected to account for shipping and handling as activities to fulfill the promise to transfer the goods.

As such, shipping and handling costs incurred are recorded in “cost of sales.” In addition, the Company has excluded from net sales any value-add, sales and other taxes collected concurrent with its revenue-producing activities.

As such, shipping and handling costs incurred are recorded in “cost of sales” in the consolidated statements of operations.

In addition, the Company has excluded from net sales any value-add, sales and other taxes collected concurrent with its revenue-producing activities.

The nature of the Company’s contracts may give rise to variable consideration, which may be constrained, including sales volume-based rebates to customers.

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These estimated rebates are included in the transaction price as a reduction to net sales.

The Company has certain contracts that contain performance obligations that are not significant in the context of the customer contract and has elected not to assess whether these promised goods or services are performance obligations.

The Company has elected not to assess whether promised goods or services that are not significant in the context of a customer contract represent a separate performance obligation.

The Company did not have any material contract assets or contract liabilities as of December 31, 2025 or 2024.

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Accounting Standards Updates Implemented

The Company adopted, for this 2024 Form 10-K, ASU 2023-07 “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,” which requires disclosures about significant segment expenses and other segment items on an interim and annual basis, as well as certain disclosures regarding the Company’s CODM.

The Company applied the ASU retrospectively to all prior periods presented.

See Note 21—Segment and Geographical Information for the new disclosures required by this ASU.

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,” which requires enhanced annual income tax disclosures, primarily through changes to the rate reconciliation and income taxes paid information.

The Company adopted ASU 2023-09 for this 2025 Form 10-K on a prospective basis.

See Note 21—Income Taxes for the new disclosures required by this ASU.

The adoption of this ASU had no impact to the Company’s consolidated financial statements.

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(in thousands unless otherwise stated)

In August 2023, the FASB issued ASU 2023-05 “Business Combinations—Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement,” which provides specific guidance on how a joint venture, upon formation, should recognize and initially measure assets contributed and liabilities assumed.

The Company adopted ASU 2023-05 on January 1, 2025 and it will be applied on a prospective basis to all joint ventures with a formation date on or after January 1, 2025.

The adoption of this ASU had no impact to the Company’s consolidated financial statements and related disclosures.

Accounting Standards Updates Not Yet Implemented

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The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,” which requires enhanced income tax disclosures, primarily through changes to the rate reconciliation and income taxes paid information.

ASU 2023-09 should be applied on a prospective basis and is effective for annual periods beginning after December 15, 2024.

Early adoption and retrospective application are permitted.

The Company is currently evaluating the impact of this standard on its disclosures, with no impact expected to its consolidated financial statements.

In August 2023, the FASB issued ASU 2023-05 “Business Combinations—Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement,” which provides specific guidance on how a joint venture, upon formation, should recognize and initially measure assets contributed and liabilities assumed.

This ASU should be applied on a prospective basis to all joint ventures with a formation date on or after January 1, 2025.

Early adoption is permitted and joint ventures formed prior to the adoption date may elect to apply the new guidance retrospectively back to their original formation date.

The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

Indefinite Suspension of Operations

In July 2024, the Company indefinitely suspended operations at its Temiscaming High Purity Cellulose plant.

The Temiscaming paperboard and high-yield pulp plants that support the Company’s Paperboard and High-Yield Pulp operating segments 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 and the Company will assess, on at least an annual basis, the possibility of restarting the Temiscaming High Purity Cellulose plant.

Suspension of operations activities began in July 2024 and were mostly completed by the end of the fourth quarter.

In connection with the indefinite suspension of operations, the Company has incurred one-time operating charges of $ 17 million.

Remaining one-time charges to be incurred in 2025 are not expected to be material.

While most cash costs associated with the indefinite suspension of operations were paid in the third and fourth quarters, severance and other indefinite suspension costs are expected to be paid over a period of time.

In the third quarter of 2024, in conjunction with the indefinite suspension of operations, the Company 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.

Determining the fair value of an asset group is judgmental in nature and involves the use of significant estimates and assumptions.

The Company determined the fair value of the Temiscaming High Purity Cellulose plant asset group using discounted cash flows under the income approach, which required the use of key assumptions and significant estimates.

In July 2024, the Company suspended operations at its Temiscaming cellulose plant.

Certain infrastructure assets of the site’s cellulose plant continue to run in support of the ongoing energy and other needs of the Temiscaming paperboard and high-yield pulp plants that support the Company’s Paperboard and High-Yield Pulp operating segments, which continue to operate at full capacity, subject to market conditions.

The Temiscaming cellulose plant was idled in a safe and environmentally sound manner.

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

Suspension activities began in July 2024 and were largely completed in 2024.

Since the start of the indefinite suspension in 2024, the Company has incurred total one-time operating charges of $ 18 million, including $ 7 million of mothballing costs, $ 6 million of severance and other employee costs and $ 5 million of other costs.

While most cash costs associated with the indefinite suspension of operations were paid in the third and fourth quarters of 2024, severance and other indefinite suspension costs are being paid over a period of time.

The Company estimates remaining one-time charges of approximately $ 1 million will be incurred, chiefly in 2026.

In the third quarter of 2024, in conjunction with the suspension of operations, which at the time was for an indefinite duration, the Company 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.

See Note 13—Fair Value Measurements for further information on the fair value measurement of the Temiscaming plant asset group.

The accounting impact of the decision to permanently cease DWP production is currently being assessed and may result in a non-cash asset impairment in the first quarter, which is not estimable at this time.

The following table presents the accrued liability balance activity related to the indefinite suspension during the year ended December 31, 2025:

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Balance at December 31, 2024

Charges incurred (a)

$ 977 $ 5,010 $ 5,987

Charges incurred 1,680 ( 405 ) 1,275

Payments ( 2,657 ) ( 3,935 ) ( 6,592 )

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$ — $ 670 $ 670

(a) Excludes non-cash items.

Rayonier Advanced Materials Inc.

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Indefinite suspension charges (a)

(a) Includes non-cash charges of (i) a $ 2 million write-off of deferred shutdown costs, (ii) $ 2 million for potential contract penalties, (iii) a loss on asset disposal of $ 1 million and (iv) a $ 1 million loss on pension curtailment charges associated with early retirements driven by the indefinite suspension of operations.

$ 1,275 $ 16,630

(a) In 2024, included non-cash charges of (i) a $ 2 million write-off of deferred shutdown costs, (ii) $ 2 million for potential contract penalties, (iii) a loss on asset disposal of $ 1 million and (iv) a $ 1 million loss on pension curtailment charges associated with early retirements driven by the indefinite suspension of operations.

See Note 19—Employee Benefit Plans for further information regarding the loss on pension curtailment charges.

The above costs were charged to the High Purity Cellulose operating segment in “indefinite suspension charges” in the consolidated statements of operations.

The charges incurred during the periods presented were recorded to the Cellulose Commodities segment in “indefinite suspension charges” in the consolidated statements of operations.

Discontinued Operations

In August 2021, the Company completed the sale of its lumber and newsprint facilities and certain related assets located in Canada to GreenFirst for $ 232 million, including cash of $ 193 million, 28.7 million shares of GreenFirst common stock with a deemed fair value of $ 42 million and a credit note issued to the Company by GreenFirst for CAD $ 8 million (USD $ 5 million after present value discount), which may be offset equally over the next 5 years against future amounts owed by the Company to GreenFirst for wood chip purchases.

In connection with the sale, the parties entered into a TSA whereby the Company provided certain transitional services to GreenFirst following the sale closing and through its termination in the second quarter of 2022.

GreenFirst reimbursed costs incurred by the Company in connection with the TSA.

Additionally, GreenFirst and the Company entered into a 20 -year assignable wood chip and residual fiber supply agreement, securing supply for the Company’s operations at the Temiscaming plant.

In August 2021, the Company completed the sale of its lumber and newsprint facilities and certain related assets located in Canada to GreenFirst.

In connection with the sale, GreenFirst and the Company entered into a 20-year assignable wood chip and residual fiber supply agreement, securing supply for the Company’s operations at the Temiscaming plant.

The Company remains subject to purchase obligations under this agreement, 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, GreenFirst and the Company have agreed that the Company 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, GreenFirst and the Company have agreed that the Company will purchase the required volumes at market value and sell them to third parties at the same amount for an expected neutral impact.

As part of the sale of its lumber assets, the Company retained all refund rights and obligations, including interest, to softwood lumber duties generated or incurred through the closing date of the sale.

In total, the Company paid $ 112 million in softwood lumber duties from 2017 through 2021, and at December 31, 2023, the Company had a $ 40 million long-term receivable related to USDOC administrative reviews completed to date.

The Company recorded pre-tax gains of $ 2 million and $ 16 million related to these reviews during 2023 and 2022, respectively.

In June 2024, the Company sold its refund rights (inclusive of the receivable), including all accrued interest, for $ 39 million, with the opportunity for additional sale proceeds in the future contingent upon the timing and terms of the ultimate outcome of the trade dispute between the USDOC and Canada.

At the end of 2023 , the Company had a $ 40 million long-term receivable associated with USDOC determinations of the revised duty rates for 2017 through 2021.

In 2024, the Company sold these refund rights, including all accrued interest, for $ 39 million, with the opportunity for additional sale proceeds in the future contingent upon the timing and terms of the ultimate outcome of the trade dispute between the USDOC and Canada.

The Company recorded a pre-tax loss of $ 1 million on the sale.

During the second quarter of 2024, the Company recognized pre-tax income of $ 5 million related to CEWS benefit claims deferred since 2021.

During the years ended December 31, 2025 and 2024, the Company recognized $ 4 million and $ 5 million, respectively, of pre-tax income related to CEWS benefit claims deferred since 2021.

See Note 9—Accrued and Other Current Liabilities for further information.

In 2023, the Company incurred a $ 2 million loss related to the settlement of a claim pursuant to the representations and warranties in the asset purchase agreement.

In 2022, the Company sold its GreenFirst common shares for $ 43 million and recorded a net gain of $ 5 million on the securities for the year.

While held, the shares were accounted for at fair value, with changes in fair value recorded in the consolidated statements of operations.

The lumber and newsprint assets sold were previously reported within the Forest Products and Pulp and Newsprint segments, respectively.

In 2023, the Company recorded a pre-tax gain of $ 2 million related to USDOC administrative reviews completed on softwood lumber duties that was largely offset by a $ 2 million pre-tax loss related to the settlement of a claim pursuant to the representations and warranties in the asset purchase agreement.

The lumber and newsprint assets sold were previously reported within the (former) Forest Products and Pulp and Newsprint segments, respectively.

Rayonier Advanced Materials Inc.

4 unchanged sentences

2025 2024 2023

Net sales $ — $ — $ —

Cost of sales — — 155

Gross margin — — 155

Loss on sale of duty refund rights $ — $ ( 890 ) $ —

Selling, general and administrative expense and other operating income, net 5,267 424 16,808

Other operating income 3,632 5,267 424

Operating income 3,632 4,377 424

Interest expense (a)

Income from discontinued operations before income tax 3,632 4,377 424

Income tax expense (b)

Income tax expense (a)

( 962 ) ( 1,160 ) ( 112 )

1 unchanged sentence

$ 2,670 $ 3,217 $ 312

(a) Allocated based on the total portion of debt not attributable to other operations repaid as a result of the transaction.

(b) The tax rate used differed from the U.S.

(a) The tax rate used differed from the U.S.

statutory rate, as discontinued operations were taxed exclusively at the Canadian blended rate of 26.5 percent for all periods presented.

The Company’s operating and finance leases are primarily for corporate offices, warehouse space, rail cars and equipment.

As of December 31, 2024, the Company’s leases have remaining lease terms of less than one year to 11.8 years with standard renewal and termination options available at the Company’s discretion.

Certain equipment leases have purchase options at the end of the lease term, which are not included in the ROU assets, as it is not reasonably certain that the Company will exercise such options.

Short-term leases, those with an initial term of 12 months or less, are not recorded on the consolidated balance sheets.

The Company’s lease agreements do not contain any material residual value guarantees or restrictive covenants.

The Company uses its incremental borrowing rate in determining the present value of lease payments unless the lease provides an implicit or explicit interest rate.

Financial and other information related to the Company’s operating and finance leases follow:

Year Ended December 31,

2024 2023 2022

Operating lease cost $ 8,584 $ 7,441 $ 7,751

Finance lease cost

Amortization of ROU assets 434 405 377

Interest 81 110 138

Total lease cost $ 9,099 $ 7,956 $ 8,266

Rayonier Advanced Materials Inc.

Notes to Consolidated Financial Statements

(in thousands unless otherwise stated)

Balance Sheet Location 2024 2023

Operating leases (a)

ROU assets Other assets $ 31,112 $ 17,475

Lease liabilities, current Accrued and other current liabilities 7,604 4,499

Lease liabilities, non-current Other liabilities 24,035 14,666

Finance leases

ROU assets Property, plant and equipment, net 709 1,078

Lease liabilities Long-term debt 921 1,355

(a) During the second quarter of 2024, the Company recorded an ROU asset and corresponding lease liability of $ 14 million related to a new warehouse lease agreement in Canada.

Year Ended December 31,

2024 2023 2022

Operating cash flows - cash paid for amounts included in the measurement of operating lease liabilities $ 8,590 $ 6,996 $ 7,694

Operating lease ROU assets obtained in exchange for lease liabilities 20,134 7,676 2,975

Finance lease cash flows were immaterial during the years ended December 31, 2024, 2023 and 2022.

Operating leases

Weighted average remaining lease term (in years) 4.6 5.5

Weighted average discount rate 8.2 % 8.3 %

Finance leases

Weighted average remaining lease term (in years) 1.8 2.8

Weighted average discount rate 7.0 % 7.0 %

Operating lease maturities as of December 31, 2024 were as follows:

Thereafter 3,250

Total minimum lease payments 38,515

imputed interest ( 6,876 )

Present value of future minimum lease payments $ 31,639

Rayonier Advanced Materials Inc.

Notes to Consolidated Financial Statements

(in thousands unless otherwise stated)

Accounts Receivable, Net

12 unchanged sentences

Inventory $ 237,969 $ 208,003

Rayonier Advanced Materials Inc.

Notes to Consolidated Financial Statements

(in thousands unless otherwise stated)

Property, Plant and Equipment, Net

9 unchanged sentences

Depreciation expense recorded in the consolidated statements of operations was $ 122 million, $ 125 million and $ 129 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The Company received immaterial proceeds from the sale of assets during the years ended December 31, 2024 and 2022 and $ 3 million during the year ended December 31, 2023.

The Company received $ 1 million and $ 3 million in proceeds from the sale of assets during the years ended December 31, 2025 and 2023, and immaterial proceeds during the year ended December 31, 2024.

In October 2024, an isolated fire occurred at the Company’s cellulose plant in Jesup, Georgia, 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 $ 2 million in immediate repair costs and $ 3 million of emergency maintenance capital expenditures in 2024.

The Company incurred capital expenditures of $ 3 million in 2025 and estimates that additional capital expenditures in excess of $ 10 million will be required in 2026.

The Company carries property and business interruption loss insurance with a $ 15 million combined deductible.

In the third quarter of 2025, the Company received a prepayment of $ 5 million for its insurance claim related to the fire that was recorded to “accrued and other current liabilities” in the consolidated balance sheets (see Note 9—Accrued and Other Current Liabilities).

The claim remains in process and seeks recovery for (i) emergency repairs required to return the plant to operating status, (ii) long-term repair work to implement permanent fixes for the emergency repairs, which is ongoing and expected to be completed in early 2027, and (iii) lost profits due to business interruption.

The Company is currently unable to estimate the total expected amount to be recovered and any amount recovered will be subject to the $ 15 million deductible.

Asset Impairments

Indefinite Suspension of Operations

See Note 3—Indefinite Suspension of Operations for further information.

In the third quarter of 2024, in conjunction with the indefinite suspension of operations of the Temiscaming cellulose plant, the Company 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.

The impairment was recorded to the Cellulose Commodities segment in “asset impairment” in the consolidated statements of operations.

See Note 13—Fair Value Measurements for further information on the fair value measurement of the Temiscaming plant asset group.

Asset Realignment

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

This realignment reflects a strategic decision expected to reduce commodity exposure and earnings volatility and allow the Company to better manage excess capacity of cellulose specialties by operating assets based on current demand for each end market.

Rayonier Advanced Materials Inc.

1 unchanged sentence

(in thousands unless otherwise stated)

Asset Realignment

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

The realignment materially impacted the way the assets were to be managed, which resulted in the need for an impairment analysis and, ultimately, the recognition of a non-cash impairment of $ 62 million.

The impairment was recorded to “asset impairment” in the consolidated statements of operations and was comprised of the amount by which the Temiscaming plant’s net carrying value exceeded its estimated fair value and the write-off of certain assets at the Jesup plant that are no longer expected to be used.

The impairment was recorded to the Cellulose Commodities segment in “asset impairment” in the consolidated statements of operations and was comprised of the amount by which the Temiscaming plant’s net carrying value exceeded its estimated fair value and the write-off of certain assets at the Jesup plant that are no longer expected to be used.

Determining the fair value of an asset group is judgmental in nature and involves the use of significant estimates and assumptions.

1 unchanged sentence

See Note 13—Fair Value Measurements for further information on the fair value measurement of the Temiscaming plant asset groups.

The Company is a lessee in operating and finance leases primarily covering corporate offices, warehouse space, rail cars and equipment.

As of December 31, 2025, the Company’s leases have remaining lease terms of less than one year to 10.8 years with standard renewal and termination options available at the Company’s discretion.

Certain equipment leases have purchase options at the end of the lease term, which are not included in the ROU assets, as it is not reasonably certain that the Company will exercise such options.

Short-term leases, those with an initial term of 12 months or less, are not recorded in the consolidated balance sheets.

The Company’s lease agreements do not contain any material residual value guarantees or restrictive covenants.

The Company uses its incremental borrowing rate to determine the present value of lease payments unless the lease provides an implicit or explicit interest rate.

Financial and other information related to the Company’s operating and finance leases follow:

Year Ended December 31,

2025 2024 2023

Operating lease cost $ 10,357 $ 8,584 $ 7,441

Finance lease cost

Amortization of ROU assets 465 434 405

Interest 50 81 110

Total lease cost $ 10,872 $ 9,099 $ 7,956

Balance Sheet Location 2025 2024

Operating leases

ROU assets Other assets $ 25,629 $ 31,112

Lease liabilities, current Accrued and other current liabilities $ 8,224 $ 7,604

Lease liabilities, non-current Other liabilities $ 18,599 $ 24,035

Finance leases

ROU assets Property, plant and equipment, net $ 339 $ 709

Lease liabilities Long-term debt $ 456 $ 921

Year Ended December 31,

2025 2024 2023

Operating cash flows - cash paid for amounts included in the measurement of operating lease liabilities $ 10,441 $ 8,590 $ 6,996

Operating lease ROU assets obtained in exchange for lease liabilities (a)

$ 2,090 $ 20,134 $ 7,676

(a) During the year ended December 31, 2024, the Company recorded an ROU asset and corresponding lease liability of $ 14 million related to a new warehouse lease agreement in Canada.

Rayonier Advanced Materials Inc.

Notes to Consolidated Financial Statements

(in thousands unless otherwise stated)

Finance lease cash flows were immaterial during the years ended December 31, 2025, 2024 and 2023.

Operating leases

Weighted average remaining lease term (in years) 4.0 4.6

Weighted average discount rate 8.4 % 8.2 %

Finance leases

Weighted average remaining lease term (in years) 0.9 1.8

Weighted average discount rate 7.0 % 7.0 %

Operating lease maturities as of December 31, 2025 were as follows:

2026 $ 10,081

Thereafter 2,915

Total minimum lease payments 31,983

imputed interest ( 5,160 )

Present value of future minimum lease payments $ 26,823

Accrued and Other Current Liabilities

5 unchanged sentences

Accrued property and other taxes 1,754 6,265

Deferred revenue (a)

Deferred revenue and other income (a)

10,359 11,128

2 unchanged sentences

Accrued and other current liabilities $ 138,580 $ 170,785

(a) Included at December 31, 2024 and 2023 was $ 3 million and $ 19 million (CAD $ 5 million and $ 25 million), respectively, associated with funds received in 2021 for CEWS.

In the second quarter of 2024, the Company recognized in pre-tax income $ 15 million of the $ 19 million accrued at December 31, 2023, including $ 10 million in “ other operating income (expense), net ” and $ 5 million in “ income from discontinued operations, net of tax .” The remaining amount will be recognized at the earlier of the conclusion of the final outstanding audit and the expiration of the statute of limitations in July 2025.

(a) Included at December 31, 2025 was a prepayment of $ 5 million for the Company’s insurance claim related to the fire that occurred at the Jesup plant in October 2024.

See Note 7—Property, Plant and Equipment, Net for further details of the fire and related claim.

Included at December 31, 2024 was $ 3 million (CAD $ 5 million) associated with funds received in 2021 for CEWS.

In the second quarter of 2025, the Company recognized this amount in “income from discontinued operations, net of taxes” in the consolidated statements of operations.

(b) Included at December 31, 2025 and 2024 was $ 19 million and $ 17 million, respectively, of energy-related payables associated with Tartas facility operations.

3 unchanged sentences

Debt and Finance Leases

Debt and finance leases included the following:

Debt and finance leases include the following:

ABL Credit Facility due November 2029:

2 unchanged sentences

bearing interest of 11.5 % ( 4.0 % three-month Term SOFR plus 7.5 % margin) at December 31, 2025

Term Loan due July 2027 — 250,000

7.625 % Senior Secured Notes due January 2026

693,000 700,000

5.50 % CAD-based term loan due April 2028

11 unchanged sentences

Long-term debt $ 758,109 $ 706,444

(a) Consists of green loans associated with the France bioethanol plant, part of the net assets contributed by the Company to its new subsidiary, BioNova.

(a) Consists of green loans associated with the Tartas bioethanol plant, part of the net assets contributed by the Company to its subsidiary, BioNova.

(b) Consist of loans for energy projects in France.

Future debt and finance lease payments as of December 31, 2024 included:

Future debt and finance lease payments as of December 31, 2025 include:

Finance Lease

10 unchanged sentences

The Company incurred costs of $ 2 million related to the amendment, which were recorded to “other assets” in the consolidated balance sheets and will be amortized to “interest expense” in the consolidated statements of operations over the remaining term of the facility.

As of December 31, 2024, the Company had $ 168 million of gross availability under the ABL Credit Facility and net available borrowings of $ 141 million after taking into account $ 27 million of outstanding letters of credit.

As of December 31, 2025, the Company had $ 175 million of gross availability under the ABL Credit Facility and net available borrowings of $ 72 million after taking into account the facility’s ending 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 (see below).

The ABL Credit Facility is secured by certain U.S.

31 unchanged sentences

The net proceeds, together with cash on hand, were used to redeem the 2026 Notes and related accrued interest, and pay transaction fees and accrued interest on the 2027 Term Loan.

Lender fees of $ 19 million and the $ 18 million original issue discount were recorded to “long-term debt” in the consolidated balance sheets, to be amortized over the term of the 2029 Term Loan.

Other transaction fees of $ 6 million were recorded to “debt refinancing charges” in the consolidated statements of operations.

Rayonier Advanced Materials Inc.

1 unchanged sentence

(in thousands unless otherwise stated)

The $ 700 million in aggregate principal consists of $ 450 million from the existing lender under the 2027 Term Loan and $ 250 million from new lenders, which was determined to be a modification of debt.

As such, unamortized discount and issuance costs of $ 13 million related to the 2027 Term Loan were transferred to the 2029 Term Loan within “long-term debt” on the consolidated balance sheets and will be amortized to “interest expense” in the consolidated statements of operations over the term of the 2029 Term Loan.

Also recorded to “long-term debt” to be amortized over the term of the 2029 Term Loan were lender fees of $ 19 million and the $ 18 million original issue discount mentioned above.

Other transaction fees of $ 6 million were recorded to “debt refinancing charges” in the consolidated statements of operations.

The 2029 Term Loan matures in October 2029, requires quarterly principal payments of $ 1.75 million, bears interest at an annual rate equal to three-month Term SOFR plus an initial applicable margin of 7.0 percent, or 11.5 percent at December 31, 2024, with an effective interest rate of 13.5 percent, which includes the effect of amortization of issuance costs and original issue discount.

The 2029 Term Loan matures in October 2029, requires quarterly principal payments of $ 1.75 million and bears interest at an annual rate equal to three-month Term SOFR plus an initial applicable margin of 7.0 percent.

The initial applicable margin may fluctuate by 0.5 percent based on the Company’s net secured leverage ratio.

1 unchanged sentence

If net secured leverage exceeds 3.5 times covenant EBITDA, the applicable margin increases to 7.5 percent.

At December 31, 2025, the 2029 Term Loan’s interest and effective interest rates were 11.5 percent and 13.5 percent, respectively.

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

14 unchanged sentences

In July 2023, the Company secured term loan financing of $ 250 million in aggregate principal amount and received net proceeds of $ 243 million after a non-cash original issue discount of $ 7 million.

In addition, the Company incurred issuance costs of $ 10 million, which, together with the original issue discount, were recorded in “long-term debt” in the consolidated balance sheets and were being amortized to “interest expense” in the consolidated statements of operations over the term of the loan.

The net proceeds, together with cash on hand, were used to redeem the 2024 Notes and pay related transaction costs.

The net proceeds, together with cash on hand, were used to redeem the 2024 Notes and pay related issuance costs of $ 10 million.

In January 2024, the Company amended the 2027 Term Loan to increase the maximum consolidated secured net leverage ratio that it must maintain in the fourth quarter of 2023 and through its 2024 fiscal year.

The Company incurred fees of $ 3 million related to this amendment, including $ 1 million in legal and advisory fees recorded to “selling, general and administrative expense” in the consolidated statements of operations in the fourth quarter of 2023, and $ 2 million in lender fees recorded as deferred financing costs in the first quarter of 2024 that were being amortized to “interest expense” over the remaining term of the loan.

The Company incurred fees of $ 3 million related to this amendment, including $ 1 million in legal and advisory fees recorded to “selling, general and administrative expense” in the consolidated statements of operations in the fourth quarter of 2023, and $ 2 million in lender fees recorded as deferred financing costs that were being amortized to “interest expense” over the remaining term of the loan.

In November 2024, as discussed above, the Company redeemed the outstanding principal balance and accrued interest of the 2027 Term Loan with the 2029 Term Loan refinancing.

Related transaction fees of $ 6 million were recorded to “debt refinancing charges” in the consolidated statements of operations.

In November 2024, the Company redeemed the $ 453 million outstanding principal balance and accrued interest of $ 11 million of the 2026 Notes using proceeds from the issuance of the 2029 Term Loan and cash on hand.

A loss on extinguishment of $ 4 million related to the redemption was recorded to “debt refinancing charges” in the consolidated statements of operations.

Rayonier Advanced Materials Inc.

1 unchanged sentence

(in thousands unless otherwise stated)

In November 2024, as discussed above, the Company redeemed the $ 245 million outstanding principal balance and accrued interest of $ 3 million of the 2027 Term Loan with the 2029 Term Loan refinancing.

The redemption of the 2027 Term Loan was treated as a debt modification, and as such, its unamortized discount and issuance costs were transferred to “long-term debt” under the 2029 Term Loan and transaction fees of $ 6 million were recorded to “debt refinancing charges” in the consolidated statements of operations.

At the time of the redemption, the Company was in compliance with all covenants under the 2027 Term Loan.

In December 2020, the Company issued $ 500 million aggregate principal amount of 7.625 percent senior secured notes due January 2026.

A loss on extinguishment of $ 4 million related to the redemption was recorded to “debt refinancing charges” in the consolidated statements of operations.

At the time of the redemption, the Company was in compliance with all covenants under the 2026 Notes.

Prior to the full redemption of the 2026 Notes, the Company repurchased $ 12 million and $ 10 million principal of the notes in September 2024 and April 2023, respectively, for which it recorded respective immaterial and $ 1 million gains on extinguishment to “debt refinancing charges” in the consolidated statements of operations.

In May 2014, the Company issued $ 550 million aggregate principal amount of 5.50 percent senior unsecured notes due June 2024.

In August 2023, the Company redeemed the outstanding principal balance and accrued interest of the 2024 Notes.

A loss on extinguishment of $ 1 million related to the redemption was recorded to “debt refinancing charges” in the consolidated statements of operations.

Prior to the full redemption of the 2024 Notes, the Company repurchased $ 5 million and $ 47 million principal of the notes during 2023 and 2022, respectively, for which it recorded respective immaterial and $ 1 million gains on extinguishment to “debt refinancing charges.”

Short-term Factoring Facility

5 unchanged sentences

BioNova Debt and Other Loans

The Company has fixed-rate loans with various financial institutions primarily related to the France bioethanol plant and other energy projects in France.

The weighted average interest rate on the loans outstanding at December 31, 2024 and 2023 was 2.9 percent and 2.6 percent, respectively.

The Company has fixed-rate loans with various financial institutions primarily related to the Tartas bioethanol plant and other energy projects in France.

The weighted average interest rates on the loans outstanding at December 31, 2025 and 2024 were 3.1 percent and 2.9 percent, respectively.

Environmental Liabilities

1 unchanged sentence

The Company owns or has liability for approximately 20 sites that are subject to various federal, state or provincial statutes, including but not limited to RCRA, CERCLA and the Environmental Protection Act in the U.S., and similar laws in Canada and France, related to the investigation and remediation of environmentally-impacted sites.

Rayonier Advanced Materials Inc.

Notes to Consolidated Financial Statements

(in thousands unless otherwise stated)

The Company estimates its environmental liabilities based on its current interpretation of environmental laws and regulations when it is probable a liability has been incurred and the amount of such liability is estimable.

4 unchanged sentences

These environmental liabilities do not include potential third-party recoveries to which the Company may be entitled unless they are probable and estimable.

Rayonier Advanced Materials Inc.

Notes to Consolidated Financial Statements

(in thousands unless otherwise stated)

The following table presents the activity of the Company’s environmental liabilities, including those of specific sites where current estimates exceed 10 percent of the total liabilities for disposed operations at December 31, 2025, 2024 or 2023:

16 unchanged sentences

In addition, the Company may be liable under CERCLA for “natural resource damages” caused by releases from the site.

As a result of an agreed order with Washington Ecology, the remainder of the Washington MTCA regulatory process will be completed on a set timetable, subject to the approval of all reports and studies by Washington Ecology.

Upon completion of all work required under the agreed order and negotiation of an approved remedy, additional remedial measures for the site and off-site areas may be necessary and, as a result, current cost estimates and the corresponding liability could change.

During 2024, the estimated liability increased primarily due to changes in estimates related to remediation activities.

During 2023, the estimated liability was relatively unchanged.

As a result of an agreed order with the Washington DOE, the remainder of the Washington MTCA regulatory process will be completed on a set timetable, subject to the approval of all reports and studies by the Washington DOE.

As the next step in collaboration with the Washington DOE, the parties have negotiated a consent decree that, when finalized, will formalize approved remedial actions, which include more stringent cleanup standards and an expanded scope.

Consequently, in the first quarter of 2025, the Company increased its estimated remediation liability and recorded an expense of $ 10 million.

Upon completion of all work required under the agreed order and finalized consent order, additional remedial measures for the site and off-site areas may be necessary and, as a result, current cost estimates and the corresponding liability could change.

The associated cash expenditures are not expected to commence before 2028, with outflows anticipated over the subsequent three to five years .

Augusta, Georgia

The Company operated a wood treatment plant at this site from 1928 to 1988.

This site operates under a 10 -year hazardous waste permit that was renewed and issued pursuant to RCRA in 2015.

Ongoing remediation activities currently consist primarily of groundwater recovery and treatment.

Current cost estimates and the corresponding liability could vary if recovery or discharge volumes change or if changes to current remediation activities are required in the future.

During 2024, the estimated liability was relatively unchanged.

During 2023, the estimated liability increased primarily due to changes in estimates related to site operations and maintenance.

The Company operated this site as a wood treatment plant from 1928 to 1988.

Ongoing remediation activities have consisted primarily of groundwater recovery and treatment.

This site operates under a 10 -year RCRA hazardous waste facility permit managed by the Georgia EPD.

The most recent permit was issued in 2015 and is currently in the renewal process.

In connection with the Company’s submittal of its permit renewal application, Georgia EPD notified the Company that a revised corrective action plan for site soil and sediment would be required to address the findings of a decade-long extended investigation performed pursuant to the current permit.

The revised corrective action plan is currently in review with the Georgia EPD.

It expands the remedial areas for soil and sediment and includes an additional off-site area, which were both identified through the investigative studies.

To reflect the additional remedial activities in these expanded areas, in the first quarter of 2025, the Company increased the estimated remediation liability and recorded an expense of $ 2 million.

The cash impact associated with this charge is expected in early 2027.

Current cost estimates and the corresponding liability could vary if recovery or discharge volumes change or if additional changes to current remediation activities are required in the future.

Baldwin, Florida

3 unchanged sentences

Additional remedial activities may be necessary in the future that may result in changes to current cost estimates and the corresponding liability.

During 2024 and 2023, the estimated liability was relatively unchanged.

During 2025, the estimated remediation liability increased primarily due to permit-required changes to the RCRA post-closure care financial assurance requirements.

Rayonier Advanced Materials Inc.

6 unchanged sentences

Current cost estimates and the corresponding liability could vary if changes to current remediation activities are required in the future.

During 2024, the estimated liability was relatively unchanged.

During 2023, the reserve increased primarily due to increases in financial assurance rates and estimates related to site operations and maintenance.

In addition to these estimated liabilities, the Company is subject to the risk of reasonably possible additional liabilities in excess of the established liabilities due to potential changes in circumstances and future events, including, without limitation, changes to current laws and regulations;

18 unchanged sentences

Changes in the fair value of undesignated derivative instruments and the ineffective portion of designated derivative instruments are reported in current earnings.

Cash Flow Hedge

In December 2020, the Company terminated all its outstanding derivative instruments, which had previously been designated as hedging instruments and had various maturity dates through 2028.

3 unchanged sentences

Foreign exchange cash flow hedges, net of tax $ 93 $ 222

See Note 16—Accumulated Other Comprehensive Loss for further information.

Redeemable Noncontrolling Interest — Put Option

The BioNova preferred shares issued to SWEN for its equity interest in BioNova contain an embedded put option, which the Company determined to be a derivative and should be bifurcated and recognized separately at fair value.

See Note 2—Significant Accounting Policies and Recent Accounting Developments —Redeemable Noncontrolling Interest and Note 13—Fair Value Measurements for further information.

See Note 13—Fair Value Measurements and Note 14—Redeemable Noncontrolling Interest for further information.

Rayonier Advanced Materials Inc.

12 unchanged sentences

The preferred shares contain an embedded put option that was determined should be bifurcated and recognized separately at fair value, with subsequent changes in fair value recorded in earnings.

See Note 2—Significant Accounting Policies and Recent Accounting Developments for further information.

SWEN’s put option was initially measured at a fair value of $ 4 million and will be remeasured at the end of each reporting period.

There was no meaningful change in the fair value of the put option as of December 31, 2024.

The fair value of the put option was estimated using a Monte Carlo simulation model, which is a Level 3 measurement.

The Monte Carlo simulation model included the following material assumptions based on observable and unobservable inputs:

December 31, 2024

SWEN’s put option is remeasured at the end of each reporting period.

The fair value of the put option is estimated using a Monte Carlo simulation model, which is a Level 3 measurement, with changes in fair value recorded in “other income, net” in the consolidated statements of operations.

The SWEN put option’s liability balance and activity during the year ended December 31, 2025 were as follows:

Financial Statement

Line Item Year Ended December 31, 2025

Balance at December 31, 2024

Other liabilities $ 4,196

Initial valuation adjustment Other liabilities 2,486

Fair value measurement adjustment Other income, net 2,841

Foreign currency translation adjustment Foreign currency translation adjustment 560

Balance at December 31, 2025

Other liabilities $ 10,083

There is inherent uncertainty of the fair value measurement of Level 3 securities due to the use of unobservable inputs, including timing and amount of expected cash flows.

A material change in the unobservable inputs used may result in a higher or lower fair value measurement.

Key inputs into the Monte Carlo simulation model used to determine the fair value of the SWEN put option at the fair value measurement date were as follows:

Free cash flow to equity volatility (a)

54.0 % 52.0 %

Weighted average cost of capital 13.3 % 12.1 %

Risk-free interest rate Term structure of U.S.

Treasury and Euro Government Bond securities Term structure of U.S.

Treasury and Euro Government Bond securities

Weighted average cost of capital 12.1 %

(a) The free cash flow to equity volatility is based on a peer group of companies in a similar or the same industry.

(a) Based on a peer group of companies in the same or a similar industry.

See Note 12—Derivative Instruments and Note 14—Redeemable Noncontrolling Interest for further information on the SWEN put option.

Rayonier Advanced Materials Inc.

Notes to Consolidated Financial Statements

(in thousands unless otherwise stated)

Assets Measured at Fair Value on a Nonrecurring Basis

Asset Impairment

In the third quarter of 2024, the Company recorded a $ 25 million non-cash impairment related to the Temiscaming High Purity Cellulose plant asset group.

The fair value of the Temiscaming High Purity Cellulose plant assets was determined using discounted cash flows under the income approach from the perspective of a market participant assuming the highest and best use of the asset group.

In the third quarter of 2024, the Company recorded a $ 25 million non-cash impairment related to the Temiscaming cellulose plant asset group.

The fair value of the Temiscaming cellulose plant assets was determined using discounted cash flows under the income approach from the perspective of a market participant assuming the highest and best use of the asset group.

Discounted cash flows were estimated using key assumptions regarding production levels, price levels, profit margins, capital expenditures and discount rate, which are Level 3 measurements.

See Note 3—Indefinite Suspension of Operations for further information on this impairment.

See Note 3—Indefinite Suspension of Operations and Note 7—Property, Plant and Equipment, Net for further information on this impairment.

In the fourth quarter of 2023, the Company recorded a $ 62 million non-cash impairment related to the Temiscaming plant asset group.

2 unchanged sentences

See Note 7—Property, Plant and Equipment, Net for further information on this impairment.

Rayonier Advanced Materials Inc.

Notes to Consolidated Financial Statements

(in thousands unless otherwise stated)

Financial Instruments

The carrying amounts of the Company’s cash, receivables and payables approximate fair value due to the short-term nature of those instruments.

The carrying amount of borrowings outstanding under the ABL Credit Facility, 2029 Term Loan and short-term factoring facility approximate fair value due to their variable interest rates.

The carrying amount of borrowings outstanding under the ABL Credit Facility, 2029 Term Loan and short-term factoring facility approximate fair value due to their variable interest rates and no significant changes in the Company’s credit risk.

The fair value of the Company’s fixed rate debt is estimated using quoted market prices for debt with similar terms and maturities, which are Level 2 inputs, and was as follows:

3 unchanged sentences

(a) Excludes finance lease obligations.

Redeemable Noncontrolling Interest

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

Dividend distributions are subject to certain conditions set forth in the shareholder agreement.

The preferred shares also contain embedded redemption features, which would require the Company to transfer cash to SWEN upon an exercise of the call and put options.

The preferred shares are not deemed mandatorily redeemable and therefore have been classified as temporary equity.

The call option may be exercised at the Company’s discretion as follows:

• Between January 1, 2028 (inclusive) and December 31, 2031 (inclusive).

• If not exercised during the above period, it becomes exercisable again between January 1, 2033 (inclusive) and December 31, 2034 (inclusive).

Rayonier Advanced Materials Inc.

Notes to Consolidated Financial Statements

(in thousands unless otherwise stated)

The put option may be exercised at SWEN’s discretion as follows:

• At any time in the presence of an event of default enabling BioNova’s lenders or their agent to request the acceleration of maturity of the related debt.

• At any time in the event of a change of control.

• Between January 1, 2032 (inclusive) and December 31, 2032 (inclusive), if the call option was not exercised.

• Between January 1, 2035 (inclusive) and December 31, 2035 (inclusive), if the call option was still not exercised.

Both options have an exercise price that ensures achievement of both an internal rate of return of 16 percent and a 2 x multiple.

See Note 13—Fair Value Measurements for further information on the fair value measurements of the put option.

The value of SWEN’s redeemable noncontrolling interest is reflected in temporary equity and is accreted to its estimated redemption value at each period end using the interest method.

The redeemable noncontrolling interest balance and activity during the year ended December 31, 2025 were as follows:

Balance at December 31, 2024

Initial valuation adjustment ( 2,486 )

Adjustment to redemption value 1,824

Net income attributable to redeemable noncontrolling interest 161

Comprehensive income adjustments:

Foreign currency translation adjustment on redemption value 1,364

Balance at December 31, 2025

Results attributable to RYAM, after attribution to the redeemable noncontrolling interest, were as follows:

Year Ended December 31,

Loss from continuing operations attributable to RYAM $ ( 423,344 ) $ ( 41,961 )

Income from discontinued operations attributable to RYAM 2,670 3,217

Net loss attributable to RYAM $ ( 420,674 ) $ ( 38,744 )

Stockholders’ Equity

Common Stock Buyback

On January 29, 2018, the Board of Directors authorized a share buyback program pursuant to which the Company may, from time to time, purchase shares of its common stock with an aggregate purchase price of up to $ 100 million.

In January 2018, the Board of Directors authorized a share buyback program pursuant to which the Company may, from time to time, purchase shares of its common stock with an aggregate purchase price of up to $ 100 million.

As of December 31, 2025, the remaining unused authorization under the share buyback program was $ 60 million.

No shares were repurchased in connection with the program during the years ended December 31, 2025, 2024 and 2023.

The Company does not expect to utilize any further authorization in the near future.

The Company does not expect to utilize any further authorization in the future.

Rayonier Advanced Materials Inc.

6 unchanged sentences

Balance, beginning of year $ ( 21,060 ) $ ( 33,537 ) $ ( 43,694 )

Other comprehensive gain before reclassifications 15,981 12,859 38,105

Income tax on other comprehensive gain ( 3,488 ) ( 2,283 ) ( 9,229 )

Other comprehensive gain (loss) before reclassifications ( 4,002 ) 15,981 12,859

Income tax on other comprehensive gain (loss) 137 ( 3,488 ) ( 2,283 )

Reclassifications to earnings (a)

Amortization of (gain) loss ( 358 ) ( 705 ) 5,534

Pension settlement loss 1,843 — —

Amortization of gain ( 749 ) ( 358 ) ( 705 )

Amortization of prior service cost 255 337 196

Income tax on reclassifications (d)

5 90 ( 1,280 )

Net comprehensive gain on employee benefit plans, net of tax 12,477 10,157 33,155

Income tax on reclassifications (b)

Other comprehensive income (loss) on employee benefit plans, net of tax ( 2,537 ) 12,477 10,157

Balance, end of year ( 23,597 ) ( 21,060 ) ( 33,537 )

1 unchanged sentence

Balance, beginning of year ( 222 ) ( 373 ) ( 567 )

Reclassifications to earnings - foreign currency exchange contracts (b)

Income tax on reclassifications (d)

( 23 ) ( 30 ) ( 43 )

Net comprehensive gain on derivative instruments, net of tax 151 194 280

Balance, end of year (b)

Reclassifications to earnings - foreign currency exchange contracts (c)

Income tax on reclassifications (b)

— ( 23 ) ( 30 )

Other comprehensive income on derivative instruments, net of tax 129 151 194

Balance, end of year ( 93 ) ( 222 ) ( 373 )

Foreign currency translation

Balance, beginning of year ( 24,387 ) ( 12,007 ) ( 19,537 )

Foreign currency translation adjustment, net of tax (c)

Foreign currency translation adjustment, net of tax (d)

25,106 ( 12,380 ) 7,530

3 unchanged sentences

See Note 19—Employee Benefit Plans for further information.

(b) Reclassifications of foreign currency exchange contracts are recorded in “cost of sales,” “other operating income (expense), net” or “other income, net,” as appropriate.

(b) Income tax effects are released from AOCI in the period in which the underlying item is realized in earnings.

(c) Reclassifications of foreign currency exchange contracts are recorded in “cost of sales,” “other operating income (expense), net” or “other income (expense), net,” as appropriate.

See Note 12—Derivative Instruments for further information.

(c) Foreign currency translation is net of tax effects of $ 0 for all periods presented, as the French operations are taxed on the foreign functional currency, not the translated reporting currency.

(d) Income tax effects are released from AOCI in the period in which the underlying item is realized in earnings.

(d) Foreign currency translation is net of tax effects of $ 0 for all periods presented, as the French operations are taxed on the foreign functional currency and the foreign operations are considered indefinitely invested outside the U.S.

Earnings per Common Share

Basic earnings per share is calculated by dividing net income available for common stockholders by the weighted average number of shares of common stock outstanding during the year.

Diluted earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding, adjusted for the potentially dilutive effect of outstanding stock options, performance-based stock and restricted stock.

Diluted earnings per share is calculated by dividing net income available for common stockholders by the weighted average number of shares of common stock outstanding, adjusted for the potentially dilutive effect of outstanding stock options, performance-based stock and restricted stock.

Rayonier Advanced Materials Inc.

11 unchanged sentences

Net loss attributable to RYAM common stockholders $ ( 422,498 ) $ ( 38,997 ) $ ( 101,835 )

Shares used in determining basic earnings per common share 65,748,775 65,108,397 63,910,010

Weighted average shares used in determining basic earnings per common share 66,782,262 65,748,775 65,108,397

Dilutive effect of:

Stock options — — —

Performance and restricted stock — — —

Shares used in determining diluted earnings per common share 65,748,775 65,108,397 63,910,010

Performance-based and restricted stock units — — —

Weighted average shares used in determining diluted earnings per common share 66,782,262 65,748,775 65,108,397

Anti-dilutive instruments excluded from the computation of diluted earnings per share included (not in thousands):

2 unchanged sentences

Stock options — — 46,798

Performance and restricted stock 3,341,516 3,257,295 3,654,506

Performance-based and restricted stock units 2,694,942 3,341,516 3,257,295

Total anti-dilutive instruments 2,694,942 3,341,516 3,304,093

3 unchanged sentences

The Company no longer issues shares under the Prior Incentive Stock Plans.

The 2023 Plan provides for up to 3.9 million shares to be granted for stock options, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and restricted stock units.

The 2023 Plan, as amended and restated in the second quarter of 2025, provides for up to 6.3 million shares to be granted for stock options, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and restricted stock units.

Under the 2023 Plan, shares available for issuance may be increased by any shares of common stock subject to awards under the Prior Incentive Stock Plans that, in whole or in part, are forfeited, terminated or expire unexercised, settled in cash in lieu of stock, or released from a reserve for failure to meet the maximum payout under a program.

At December 31, 2025, approximately 4.0 million shares were available for future grants under the 2023 Plan.

Rayonier Advanced Materials Inc.

Notes to Consolidated Financial Statements

(in thousands unless otherwise stated)

The Company recognizes stock-based compensation expense on a straight-line basis, net of forfeitures, over the service period of the award.

1 unchanged sentence

Forfeitures are recognized and reduce stock-based compensation expense during the period in which they occur.

Stock-based compensation expense was as follows:

Incentive stock plan compensation expense was as follows:

Year Ended December 31,

2025 2024 2023

Stock-based compensation expense (a)

Incentive stock plan compensation expense (a)

$ 6,345 $ 10,915 $ 5,754

(a) Included equity award expense of $ 7 million, $ 7 million and $ 10 million during the years ended December 31, 2024, 2023 and 2022, respectively.

Rayonier Advanced Materials Inc.

Notes to Consolidated Financial Statements

(in thousands unless otherwise stated)

(a) Included equity award expense of $ 5 million during the year ended December 31, 2025 and $ 7 million during each of the years ended December 31 , 2024 and 2023.

Non-Qualified Employee Stock Option Awards

Stock option awards include RYAM awards held by employees of its former parent Rayonier Inc.

Stock option awards included RYAM awards held by employees of its former parent Rayonier Inc.

Stock options are granted with an exercise price equal to the market value of the underlying stock on the grant date.

They generally vest ratably over three years and have a maximum term of 10 years and two days from the grant date.

Stock-based compensation expense for stock option awards is recognized over the shorter of:

Incentive stock plan compensation expense for stock option awards is recognized over the shorter of:

(1) the service period (i.e., the stated period of time required to earn the award) or (2) the period beginning at the start of the service period and ending when an employee first becomes eligible for retirement.

2 unchanged sentences

The Company had 46,798 options outstanding at December 31, 2023, all of which expired in January 2024.

The fair value of options vested at December 31, 2024, 2023 and 2022 was zero .

The fair value of options vested in 2024 and 2023 was zero .

No options were granted or exercised during the years ended December 31, 2025, 2024 and 2023.

1 unchanged sentence

Restricted stock and stock units granted in connection with the Company’s performance share plan generally vest upon completion of periods ranging from one year to three years .

The 2024 restricted stock unit awards cliff vest after three years .

The 2025 restricted stock unit awards cliff vest after three years , except for director awards, which vest after one year .

The fair value of each share granted is equal to the share price of the underlying stock on the date of grant.

15 unchanged sentences

1,392,400 $ 6.08

Rayonier Advanced Materials Inc.

Notes to Consolidated Financial Statements

(in thousands unless otherwise stated)

As of December 31, 2025, there was $ 3 million of unrecognized compensation cost related to the Company’s outstanding restricted stock that is expected to be recognized over a weighted average period of 1.7 years.

3 unchanged sentences

Performance-based cash awards are measured using the same objectives as the performance-based stock unit awards but are classified as a liability and remeasured to fair value at the end of each reporting period until settlement.

The 2022, 2023 and 2024 performance-based awards cliff vest after three years and are based equally on TSR relative to peers and adjusted EBITDA.

Participants of the 2023 and 2024 awards can earn between 0 and 200 percent of the target award.

Participants of the 2022 award can earn between 0 and 250 percent of the target award.

The 2023, 2024 and 2025 performance-based awards cliff vest after three years and are based equally on three-year cumulative adjusted EBITDA and TSR relative to peers.

Participants can earn between 0 percent and 200 percent of the target award for each of the TSR and adjusted EBITDA metrics.

Performance below the threshold for either metric would result in zero payout for that metric.

Rayonier Advanced Materials Inc.

Notes to Consolidated Financial Statements

(in thousands unless otherwise stated)

The performance-based awards that are measured against a market condition or incorporate market conditions are valued using a Monte Carlo simulation model.

The model generates the fair value of the market-based award or market-based portion of the award at the grant date.

The model generates the fair value of the market-based portion of the award at the grant date.

The related expense is then amortized over the award’s vesting period.

22 unchanged sentences

1,302,542 $ 7.80

In March 2025, the performance-based awards granted in 2022 were settled with an issuance of 654,995 shares of common stock for the stock unit awards, including incremental shares of 165,061 , and cash of $ 2 million for the cash awards.

In March 2024, the performance-based awards granted in 2021 vested without meeting the performance thresholds, resulting in no stock units or cash being awarded.

Rayonier Advanced Materials Inc.

Notes to Consolidated Financial Statements

(in thousands unless otherwise stated)

In March 2023, the performance-based stock units granted in 2020 were settled with the issuance of 1,257,015 shares of common stock, including incremental shares of 370,366 , based on performance results.

In March 2022, the performance-based stock units granted in 2019 vested without meeting the performance thresholds, resulting in no stock units being awarded.

As of December 31, 2025, there was $ 3 million of unrecognized compensation cost related to the Company’s performance-based stock unit awards that is expected to be recognized over a weighted average period of 2.0 years.

1 unchanged sentence

Defined Benefit Plans

The Company has defined benefit pension and other postretirement plans covering certain union and non-union employees, primarily in the U.S.

The Company has defined benefit pension and other long-term and postretirement benefit plans covering certain union and non-union employees, primarily in the U.S.

The defined benefit pension plans are closed to new participants.

Certain Canadian plans were included with the sale of the Company’s lumber and newsprint assets.

The liabilities for these plans are calculated using actuarial estimates and management assumptions.

These estimates are based on historical information and certain assumptions about future events.

During the fourth quarter of 2025, the Company annuitized the majority of one of its Canadian pension plans, resulting in a settlement charge of $ 2 million that was recognized in “components of pension and OPEB, excluding service costs” in the consolidated statements of operations.

During 2024, the Company recorded a $ 1 million loss on pension curtailment charges associated with early retirements driven by the indefinite suspension of operations of the Temiscaming cellulose plant.

The loss on curtailment was recognized in “indefinite suspension charges” in the consolidated statements of operations.

Additionally, the Company decreased its pension liability by $ 3 million.

See Note 3—Indefinite Suspension of Operations for further information.

Also during 2024, the Company offered lump sum payouts to eligible terminated vested participants, of whom 103 accepted, resulting in $ 6 million in payments.

During 2023, the Company recorded a $ 2 million loss related to the final asset surplus distribution to the plan participants of certain wound-up Canadian pension plans, which was recognized in “components of pension and OPEB, excluding service costs” in the consolidated statements of operations.

Rayonier Advanced Materials Inc.

1 unchanged sentence

(in thousands unless otherwise stated)

During 2024, the Company recorded a $ 1 million loss on pension curtailment charges associated with early retirements driven by the indefinite suspension of operations at the Temiscaming High Purity Cellulose plant.

The loss on curtailment was recognized in “indefinite suspension charges” in the Company’s consolidated statements of operations.

Additionally, the Company decreased its pension liability by $ 3 million.

See Note 3—Indefinite Suspension of Operations for further information.

Also during the year, the Company offered lump sum payouts to eligible terminated vested participants, of whom 103 accepted, resulting in $ 6 million in payments.

During 2022, the Company continued the process of winding up certain Canadian pension plans and as a result recorded a $ 1 million loss related to the final asset surplus distribution to the plan participants.

In addition, in the fourth quarter of 2022, the Company adopted a full freeze on future benefits for salaried participants in the U.S.

defined benefit plans.

The impact of the curtailment reduced the benefit obligation and the accumulated net loss within other comprehensive income by $ 8 million.

During 2023, the Company recorded a $ 2 million loss related to the final asset surplus distribution to the plan participants of certain other wound-up Canadian pension plans.

These settlements were recognized in “components of pension and OPEB, excluding service costs” in the consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022.

Defined benefit pension and other postretirement plan liabilities are calculated using actuarial estimates and management assumptions.

These estimates are based on historical information and certain assumptions about future events.

The following tables present the changes in the projected benefit obligation and plan assets and reconciles funded status and the defined benefit pension and postretirement plan amounts recognized in the consolidated balance sheets:

The following tables present the changes in the projected benefit obligation and plan assets and reconcile funded status and the defined benefit pension and postretirement plan amounts recognized in the consolidated balance sheets:

Pension Postretirement

8 unchanged sentences

Curtailment — 645 — ( 22 )

Effects of foreign currency exchange rates ( 16,722 ) 4,424 55 95

Effect of foreign currency exchange rates 9,495 ( 16,722 ) 157 55

Projected benefit obligation at end of year $ 554,113 $ 563,350 $ 21,494 $ 21,600

1 unchanged sentence

Actual return on plan assets 36,234 20,540 — —

Employer contributions (a)

7,685 1,923 1,012 1,430

Employer contributions 6,323 7,685 1,357 1,012

Participant contributions 571 652 179 167

1 unchanged sentence

Settlement ( 21,791 ) — — —

Effects of foreign currency exchange rates ( 14,619 ) 2,444 — —

Effect of foreign currency exchange rates 8,239 ( 14,619 ) — —

Fair value of plan assets at end of year $ 492,078 $ 501,940 $ — $ —

Funded Status at end of year $ ( 62,035 ) $ ( 61,410 ) $ ( 21,494 ) $ ( 21,600 )

(a) The Company received cash of $ 6 million in 2023 related to surplus assets of unwound pension plans.

Rayonier Advanced Materials Inc.

Notes to Consolidated Financial Statements

(in thousands unless otherwise stated)

Pension Postretirement

4 unchanged sentences

Net amount recognized $ ( 62,035 ) $ ( 61,410 ) $ ( 21,494 ) $ ( 21,600 )

The projected benefit obligation decreased during the year ended December 31, 2024 primarily due to the settlements of certain Canadian pension plans, lump sum payouts to U.S.

pension plan participants, actuarial gains resulting from an increase in the discount rate assumed and foreign currency exchange rates.

Net gain (loss) recognized in other comprehensive income for the three years ended December 31 was as follows:

The projected benefit obligation decreased during the year ended December 31, 2025 primarily due to the settlement of the Company’s Canadian pension plan, which was partially offset by actuarial losses resulting from a decrease in the assumed discount rate and unfavorable foreign currency exchange rates.

Net gain (loss) recognized in other comprehensive income during the three years ended December 31 was as follows:

Pension Postretirement

2025 2024 2023 2025 2024 2023

Net gain $ 13,053 $ 9,202 $ 30,531 $ 2,928 $ 6,639 $ 7,574

Prior service costs $ — $ ( 2,982 ) $ — $ — $ — $ —

Net gain (loss) and prior service cost (credit) reclassified from other comprehensive income and recognized as a component of pension and postretirement expense for the three years ended December 31 were as follows:

Net gain (loss) $ ( 4,135 ) $ 13,053 $ 9,202 $ 133 $ 2,928 $ 6,639

Prior service cost $ — $ — $ ( 2,982 ) $ — $ — $ —

Rayonier Advanced Materials Inc.

Notes to Consolidated Financial Statements

(in thousands unless otherwise stated)

Net gain (loss) and prior service cost (credit) reclassified from other comprehensive income and recognized as a component of pension and postretirement expense during the three years ended December 31 were as follows:

Pension Postretirement

2025 2024 2023 2025 2024 2023

Amortization of (gain) loss $ 379 $ ( 490 ) $ 5,462 $ ( 737 ) $ ( 215 ) $ 72

Pension settlement loss $ 1,843 $ — $ — $ — $ — $ —

Amortization of net (gain) loss $ 228 $ 379 $ ( 490 ) $ ( 977 ) $ ( 737 ) $ ( 215 )

Amortization of prior service cost (credit) $ 426 $ 435 $ 294 $ ( 171 ) $ ( 98 ) $ ( 98 )

Net gain (loss), prior service cost (credit) and plan amendments that have not yet been included in pension and postretirement expense and have been recognized as a component of AOCI for the three years ended December 31 were as follows:

Net gain (loss), prior service cost (credit) and plan amendments that have not yet been included in pension and postretirement expense and have been recognized as a component of AOCI during the three years ended December 31 were as follows:

Pension Postretirement

2 unchanged sentences

Net gain (loss) ( 39,307 ) ( 37,097 ) ( 50,796 ) 11,555 12,341 10,343

Curtailment — — 8,000 — — —

Deferred income tax (expense) benefit 8,825 9,664 12,630 ( 2,000 ) ( 2,929 ) ( 2,521 )

4 unchanged sentences

Fair value of plan assets $ 492,078 $ 501,940

For pension plans with a projected benefit obligation exceeding plan assets, the projected benefit obligation and fair value of plan assets were $ 537 million and $ 490 million, respectively, at December 31, 2024, and $ 587 million and $ 502 million, respectively, at December 31, 2023.

For pension plans with a projected benefit obligation exceeding plan assets, the projected benefit obligation and fair value of plan assets at December 31, 2025 were $ 216 million and $ 153 million, respectively, and at December 31, 2024 were $ 537 million and $ 490 million, respectively.

For pension plans with an accumulated benefit obligation exceeding plan assets, the accumulated benefit obligation and fair value of plan assets at December 31, 2025 were $ 208 million and $ 153 million, respectively, and at December 31, 2024 were $ 537 million and $ 490 million, respectively.

Rayonier Advanced Materials Inc.

1 unchanged sentence

(in thousands unless otherwise stated)

For pension plans with an accumulated benefit obligation exceeding plan assets, the accumulated benefit obligation and fair value of plan assets were $ 537 million and $ 490 million, respectively, at December 31, 2024 and $ 577 million and $ 502 million, respectively, at December 31, 2023.

The following table presents the components of net periodic benefit cost of the plans:

12 unchanged sentences

(a) Service cost is included in “cost of sales” or “selling, general and administrative expense” in the consolidated statements of operations, as appropriate.

Interest cost, expected return on plan assets, amortization of prior service cost (credit) and amortization of (gain) loss are included in “components of pension and OPEB, excluding service costs” on the consolidated statements of operations.

Interest cost, expected return on plan assets, amortization of prior service cost (credit), amortization of (gain) loss and other are included in “components of pension and OPEB, excluding service costs” in the consolidated statements of operations.

The Company uses the spot rate approach method to determine the service and interest cost components of net periodic benefit cost.

6 unchanged sentences

Discount rate 5.11 % 5.16 % 4.71 % 4.66 % 5.23 % 4.72 %

Rate of compensation increase 2.50 % 2.50 % 2.66 % 4.19 % 3.11 % 3.53 %

Rate of compensation increase 2.50 % 2.50 % 2.50 % N/A 4.19 % 3.11 %

Assumptions used to determine net periodic benefit cost for years ended December 31:

4 unchanged sentences

The Company, with the assistance of external consultants, utilizes this information to develop assumptions for returns, risks and correlation of asset classes, which are then used to establish the asset allocation ranges.

Rayonier Advanced Materials Inc.

Notes to Consolidated Financial Statements

(in thousands unless otherwise stated)

Assumed healthcare cost trends significantly affect the amounts reported for the postretirement benefit plans.

4 unchanged sentences

Year that ultimate trend rate is reached 2034 2040 2031 2037

Rayonier Advanced Materials Inc.

Notes to Consolidated Financial Statements

(in thousands unless otherwise stated)

Investment of Plan Assets

22 unchanged sentences

government securities — 2,283 — 2,283

Derivative instruments — 1,242 — 1,242

Investments at net asset value:

9 unchanged sentences

government securities — 33,308 — 33,308

government securities — 4,803 — 4,803

Derivative instruments — 1,242 — 1,242

30 unchanged sentences

2025 2024 2023

Environmental liability expense (a)

$ ( 6,607 ) $ ( 5,784 ) $ ( 4,903 )

Loss on disposal of property, plant and equipment $ ( 893 ) $ ( 1,790 ) $ ( 2,872 )

2 unchanged sentences

Other operating income (expense), net $ ( 4,457 ) $ 7,134 $ ( 6,623 )

(a) Reflects adjustments to the Company’s estimates of the environmental liability for the assessment, remediation and long-term monitoring and maintenance of the disposed operations sites over the next 20 years and other related costs.

See Note 11—Environmental Liabilities for further information.

Loss from continuing operations before income tax consisted of the following:

On July 4, 2025, the United States enacted The One Big Beautiful Bill Act, resulting in modifications to existing tax law.

The most material impacts to the Company are changes to Internal Revenue Code §163(j) interest deductibility, permanent immediate expensing of capital spend in the U.S., immediate deductions of domestic R&D expenditures and foreign tax regime changes.

The Company incorporated the 2025 effects of this new legislation beginning in its third quarter 2025 consolidated financial statements.

Loss from continuing operations before income tax included domestic and foreign components as follows:

Year Ended December 31,

2 unchanged sentences

Foreign ( 61,576 ) ( 40,610 ) ( 67,061 )

Loss from continuing operations before income tax

$ ( 95,045 ) $ ( 49,200 ) $ ( 132,474 )

Income Tax (Expense) Benefit from Continuing Operations

Income tax (expense) benefit from continuing operations consisted of the following:

Income Tax (Expense) Benefit on Continuing Operations

Income tax (expense) benefit on continuing operations consisted of the following:

Year Ended December 31,

2 unchanged sentences

federal $ ( 286 ) $ 981 $ 1,623

state and local ( 178 ) ( 191 ) ( 144 )

Foreign ( 876 ) ( 1,468 ) 3,119

State and other ( 191 ) ( 144 ) ( 154 )

Total current ( 678 ) 4,598 ( 4,850 )

Total current tax (expense) benefit ( 1,340 ) ( 678 ) 4,598

Deferred tax (expense) benefit

federal 8,076 6,011 15,542

state and local 596 509 143

Foreign ( 330,597 ) 3,086 12,028

State and other 509 143 155

Total deferred 9,606 27,713 3,948

Income tax (expense) benefit $ 8,928 $ 32,311 $ ( 902 )

Total deferred tax (expense) benefit ( 321,925 ) 9,606 27,713

Total income tax (expense) benefit

federal 7,790 6,992 17,165

state and local 418 318 ( 1 )

Foreign ( 331,473 ) 1,618 15,147

Total income tax (expense) benefit $ ( 323,265 ) $ 8,928 $ 32,311

Rayonier Advanced Materials Inc.

1 unchanged sentence

(in thousands unless otherwise stated)

The following table reconciles the effective income tax rate on continuing operations to the U.S.

The following tables reconcile the effective income tax rate on continuing operations to the U.S.

federal statutory rate:

Year Ended December 31, 2025

2024 2023 2022

Amount Percent

federal statutory income tax rate $ ( 19,962 ) 21.0 %

State and local taxes (a)

Valuation allowance changes 477 ( 0.5 )

Tax credits ( 1,243 ) 1.3

Other ( 264 ) 0.3

Statutory rate difference ( 3,046 ) 3.2

Valuation allowance changes 347,897 ( 366.0 )

Other 81 ( 0.1 )

Other ( 711 ) 0.7

Other aggregated jurisdictions 11 —

Worldwide changes in uncertain tax benefits 403 ( 0.4 )

Effective income tax rate on continuing operations $ 323,265 ( 340.1 ) %

(a) The Florida and Tennessee jurisdictions make up more than 50 percent of the total state and local taxes.

Year Ended December 31,

federal statutory income tax rate 21.0 % 21.0 %

Change in valuation allowance ( 11.5 ) ( 7.7 )

11 unchanged sentences

(in thousands unless otherwise stated)

Cash Income Taxes

Income taxes (paid) refunded, net for the year ended December 31, 2025 were as follows:

federal $ 164

state and local ( 161 )

France ( 2,745 )

Income taxes (paid) refunded, net $ ( 510 )

Rayonier Advanced Materials Inc.

Notes to Consolidated Financial Statements

(in thousands unless otherwise stated)

Deferred Taxes

4 unchanged sentences

$ 209,631 $ 157,942

Canadian pool of SR&ED (a)

Canadian pool of SR&ED

96,452 96,458

4 unchanged sentences

Deferred U.S.

interest deductions (a)

36,286 33,188

interest deductions 38,315 36,286

Pension, postretirement and other employee benefits 19,222 19,534

Capitalized costs 14,111 18,275

Deferred foreign interest deductions (a)

Other compensation 5,711 7,050

State net operating losses (a)

Deferred foreign interest deductions 3,304 7,601

Other deferred tax assets 21,965 23,636

Total gross deferred tax assets 585,665 554,973

Valuation allowance (a)

( 86,082 ) ( 78,858 )

Valuation allowance ( 441,887 ) ( 86,082 )

Total deferred tax assets, net of valuation allowance 143,778 468,891

9 unchanged sentences

Deferred tax liabilities ( 12,722 ) ( 13,685 )

$ 335,815 $ 329,991

Net deferred tax asset $ 11,304 $ 335,815

(a) Further detail of these items as of December 31, 2025 follows:

Gross Amount Tax Effected Valuation Allowance Expiration

Foreign R&D credit carryforwards $ 31,212 $ 31,212 $ ( 31,212 ) 2025-2042

Net operating losses $ 963,365 $ 214,203 $ ( 185,328 ) 2027 - 2045

Tax credit carryforwards $ 51,127 $ 50,645 $ ( 28,741 ) 2026 - 2045

State net operating losses 74,124 3,454 ( 1,792 ) 2025-2044

Canada non-capital losses 626,536 141,987 ( 1,739 ) 2027-2043

Other foreign net operating losses 14,828 3,827 ( 1,998 ) 2040-None

Canada pool of SR&ED 417,988 96,458 — None

interest limitation carryforward 164,938 36,286 ( 22,470 ) None

federal net operating losses 57,750 12,128 — None

Foreign interest limitation carryforward 30,479 7,601 ( 7,601 ) None

Rayonier Advanced Materials Inc.

1 unchanged sentence

(in thousands unless otherwise stated)

At both December 31, 2024 and 2023, the Company’s net DTA included $ 15 million of disallowed U.S.

The vast majority of the Company’s DTAs are in Canada, where the Company incurred a cumulative adjusted pre-tax loss over the three most recent fiscal years ending in 2025.

The Company 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, the Company believed it was more likely than not that its Canadian DTAs would not be fully realizable and recorded a full valuation allowance against these assets and a corresponding $ 337 million tax expense to write off the previously recognized net DTA.

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

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

At December 31, 2025 and 2024, the Company’s net DTA included $ 16 million and $ 15 million, respectively, of disallowed U.S.

interest deductions that the Company does not believe will be realized.

The increase in this asset was a result of a $ 1 million net tax benefit recognized in 2025.

In strict compliance with the AICPA’s Technical Questions and Answers 3300.01-02, which asserts that certain material evidence regarding the realizability of disallowed U.S.

interest deductions should be ignored when assessing the need for a valuation allowance, the Company has not recognized a valuation allowance on this portion of the DTA generated from disallowed interest.

The Company’s financial statements reflect the above net DTA under the assumption that it will generate sufficient taxable income in the applicable tax jurisdictions to realize the benefit of the net DTA.

If the Company is unable to generate sufficient taxable income, it may be required to record a valuation allowance against its DTAs.

Guidance requires certain evidence be given heavy consideration, including whether the Company has incurred cumulative income or losses in recent years.

If the Company incurs adjusted losses in certain jurisdictions over a period, generally three years, it could be required to derecognize a material balance of its DTAs.

The vast majority of the Company’s DTAs are in Canada, with $ 334 million and $ 333 million of net DTAs recognized on the consolidated balance sheets as of December 31, 2024 and 2023, respectively.

The Company has not provided additional income taxes for outside basis differences inherent in its foreign entities, as these amounts continue to be indefinitely reinvested in foreign operations.

Determining the amount of unrecognized deferred tax liability related to all outside basis differences in these entities is not practicable at this time.

Unrecognized Tax Benefits

1 unchanged sentence

As of December 31, 2025, several positions resulted in unrecognized tax benefits that, if recognized, would affect income tax expense.

A reconciliation of beginning and ending unrecognized tax benefits balances follows:

A reconciliation of beginning and ending unrecognized tax benefits balances for the periods presented follows:

Year Ended December 31,

7 unchanged sentences

Balance at end of period $ 10,992 $ 10,444 $ 13,580

For the years ended December 31, 2024 and 2023, all unrecognized tax benefits would impact the effective tax rate if recognized.

For the year ended December 31, 2022, $ 13 million of the Company’s unrecognized tax benefits would impact the effective tax rate if recognized as a result of a $ 2 million reduction in unrecognized tax benefits that would impact only the timing of tax deductions and would not impact the tax rate.

For the year ended December 31, 2025, $ 6 million of the Company’s unrecognized tax benefits would impact the effective tax rate if recognized.

Total interest and penalties recorded in unrecognized tax benefits were $ 1 million for each of the years presented.

As of December 31, 2024, it is reasonably possible that the Company’s unrecognized tax position will change within a range of a decrease of $ 3 million and an increase of $ 3 million due to conclusions of tax audits or the expiration of statute of limitations.

In the normal course of business, the Company is regularly audited by tax authorities and is currently under audit in the U.S.

In the normal course of business, the Company is regularly audited by tax authorities and is currently under audit in Canada and France.

The following table provides the tax years that remain open to examination by significant taxing jurisdictions:

5 unchanged sentences

(in thousands unless otherwise stated)

Other Tax Items

Several provisions passed in 2017 as part of the Tax Cuts and Jobs Act went into effect in 2022.

Certain of these provisions negatively impact the Company’s U.S.

cash taxes in present and future years.

The most impactful of these provisions is the further limitation of U.S.

interest deductibility under Internal Revenue Code §163(j).

Under this section, companies may only deduct U.S.

interest expenses up to a portion of ATI.

Beginning in 2022, ATI was reduced from a tax EBITDA measurement to tax EBIT, which resulted in a significant decrease in U.S.

interest deductibility.

Additional provisions that impact the Company’s U.S.

taxes include the requirement to capitalize and amortize research expenditures and the phase-out of immediate expensing of U.S.

capital asset additions.

Segment and Geographical Information

During the periods presented, the Company operated in the following operating segments:

High Purity Cellulose, Paperboard and High-Yield Pulp.

See Note 1—Nature of Operations and Basis of Presentation for a description of the operating businesses.

As discussed in Note 1—Nature of Operations and Basis of Presentation, beginning in the first quarter of 2025, the Company reorganized its segment structure and now operates in the following segments:

Cellulose Specialties, Biomaterials, Cellulose Commodities, Paperboard and High-Yield Pulp .

Corporate consists primarily of senior management, accounting, information systems, human resources, treasury, tax and legal administrative functions that provide support services to the operating business units.

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

The Company’s segment structure was determined based primarily on how its CODM, the CEO, reviews and evaluates Company operations.

2 unchanged sentences

Intersegment sales consist primarily of High-Yield Pulp sales to Paperboard, which are eliminated in consolidation.

Additionally, there are intersegment sales of chemicals, sugars and energy from the cellulose plants to Biomaterials, also eliminated in consolidation.

Intersegment sales prices are at rates that approximate market for the respective operating area.

No single customer accounted for 10 percent or more of total sales during the years ended December 31, 2025 and 2024.

One customer in the High Purity Cellulose operating segment represented 10 percent of total sales for the year ended December 31, 2023.

In October 2024, an isolated fire occurred at the Company’s High Purity Cellulose plant in Jesup, Georgia, 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 $ 2 million in immediate repair costs and $ 3 million of emergency maintenance capital expenditures.

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

The Company carries property and business interruption loss insurance with a $ 15 million combined deductible.

The Company has notified its insurance underwriters and is 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.

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.

Rayonier Advanced Materials Inc.

Notes to Consolidated Financial Statements

(in thousands unless otherwise stated)

Net sales, disaggregated by product line, was comprised of the following:

One customer in the Cellulose Specialties operating segment represented 10 percent of total sales for the year ended December 31, 2023.

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.

Significant segment financial data follows:

Year Ended December 31, 2025

2024 2023 2022

High Purity Cellulose

Cellulose Specialties $ 871,752 $ 783,424 $ 866,225

Commodity Products 341,128 431,902 354,612

Other sales (a)

88,742 97,438 115,009

Total High Purity Cellulose 1,301,622 1,312,764 1,335,846

Paperboard 227,628 219,408 250,167

High-Yield Pulp 126,897 135,954 159,704

Eliminations ( 25,839 ) ( 24,796 ) ( 28,450 )

Cellulose Specialties Biomaterials Cellulose Commodities Paperboard High-Yield Pulp Corporate (a) and Eliminations

Net sales $ 862,037 $ 30,551 $ 312,731 $ 179,050 $ 112,650 $ ( 30,622 ) $ 1,466,397

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

Operating income (loss) by segment was comprised of the following:

Year Ended December 31,

2024 2023 2022

High Purity Cellulose (a)

$ 75,593 $ ( 41,567 ) $ 31,498

Paperboard 31,431 37,160 37,158

High-Yield Pulp ( 7,594 ) ( 3,155 ) 16,199

Corporate ( 59,949 ) ( 57,702 ) ( 58,720 )

Operating income (loss) $ 39,481 $ ( 65,264 ) $ 26,135

(a) In 2024, included a $ 25 million non-cash impairment recorded during the third quarter related to the indefinite suspension of operations at the Temiscaming High Purity Cellulose plant.

In 2023, included a $ 62 million non-cash impairment recorded during the fourth quarter related to an asset realignment.

See Note 8—Property, Plant and Equipment, Net for further information regarding these impairments.

Significant segment operating expenses and other segment financial information included:

Year Ended December 31, 2024

High Purity Cellulose Paperboard High-Yield Pulp Corporate (a) and Eliminations

Cost of sales

6 unchanged sentences

Selling, general and administrative expense 15,060 5,763 7,869 10,041 2,532 42,677 83,942

Asset impairment 25,169 — — — 25,169

Indefinite suspension charges — — 1,275 — — — 1,275

1 unchanged sentence

928 2 960 527 12 27,041 29,470

Identifiable assets (d)

$ 1,503,268 $ 93,600 $ 49,798 $ 482,991 $ 2,129,657

Operating income (loss) $ 160,042 $ 6,196 $ ( 55,233 ) $ ( 7,379 ) $ ( 29,576 ) $ ( 69,952 ) $ 4,098

Depreciation and amortization $ 67,065 $ 2,914 $ 40,046 $ 19,946 $ 2,145 $ 1,842 $ 133,958

Capital expenditures (e)

100,797 5,644 2,156 8,553 117,150

Rayonier Advanced Materials Inc.

2 unchanged sentences

Year Ended December 31, 2024

High Purity Cellulose Paperboard High-Yield Pulp Corporate (a) and Eliminations

Cellulose Specialties Biomaterials Cellulose Commodities Paperboard High-Yield Pulp Corporate (a) and Eliminations

Net sales $ 921,411 $ 29,684 $ 354,633 $ 227,628 $ 126,897 $ ( 29,945 ) $ 1,630,308

Cost of sales

7 unchanged sentences

Asset impairment — — 25,169 — — — 25,169

Other operating expense (c)

2,797 — 255 12,354 15,406

Identifiable assets (d)

Indefinite suspension charges — — 16,630 — — — 16,630

Other operating (income) expense (c)

( 1,204 ) 490 ( 5,057 ) ( 2,363 ) ( 1,609 ) 1,787 ( 7,956 )

Operating income (loss) $ 183,377 $ 5,575 $ ( 113,359 ) $ 31,431 $ ( 7,594 ) $ ( 59,949 ) $ 39,481

Depreciation and amortization $ 71,752 $ 2,071 $ 43,413 $ 14,701 $ 2,451 $ 2,785 $ 137,173

Capital expenditures (e)

118,665 776 1,421 12,281 133,143

Year Ended December 31, 2023

High Purity Cellulose Paperboard High-Yield Pulp Corporate (a) and Eliminations

Cellulose Specialties Biomaterials Cellulose Commodities Paperboard High-Yield Pulp Corporate (a) and Eliminations

Net sales $ 825,037 $ 28,980 $ 461,973 $ 219,408 $ 135,954 $ ( 28,022 ) $ 1,643,330

Cost of sales

6 unchanged sentences

Selling, general and administrative expense 12,140 1,359 4,743 9,570 2,893 45,007 75,712

Asset impairment — — 62,300 — — — 62,300

Other operating (income) expense (c)

675 41 2,081 — 255 12,354 15,406

Operating income (loss) $ 108,287 $ 10,004 $ ( 159,858 ) $ 37,160 $ ( 3,155 ) $ ( 57,702 ) $ ( 65,264 )

Depreciation and amortization $ 65,869 $ 342 $ 56,714 $ 12,933 $ 2,025 $ 2,100 $ 139,983

Capital expenditures (e)

136,866 3,413 2,210 3,790 146,279

(a) Includes ERP and certain lease expense and assets shared across operating segments.

(a) Includes ERP and certain lease expense shared across operating segments.

(b) Includes salaries, wages and benefits, maintenance costs and other costs of sales.

(c) Primarily includes foreign exchange gain (loss), environmental expense, gain (loss) on disposal of property, plant and equipment and income (loss) from equity method investments.

(d) In 2024, included a $ 25 million non-cash impairment recorded during the third quarter related to the indefinite suspension of operations at the Temiscaming High Purity Cellulose plant.

In 2023, included a $ 62 million non-cash impairment recorded during the fourth quarter related to an asset realignment.

See Note 8—Property, Plant and Equipment, Net for further details.

(e) Amounts exclude the impact of changes in capital assets purchased on account and government grants.

In 2024 and 2023, Corporate reflects expenditures associated with the Company’s ERP transformation project.

Long-life assets by country were as follows:

United States $ 719,386 $ 710,896

Canada 611,647 683,468

France 197,290 213,180

Total long-life assets $ 1,528,696 $ 1,607,642

(c) Primarily includes foreign exchange gain (loss), environmental remediation expense, gain (loss) on disposal of property, plant and equipment and income (loss) from equity method investments.

Due to their integrated nature, certain operating and production assets are jointly utilized across the Cellulose Specialties and Cellulose Commodities segments.

These assets are essential for the production processes of both types of products and are not directly attributable to either segment.

As such, direct allocation to a specific segment is not feasible or prudent and they are considered shared assets.

The Company allocates related fixed, maintenance and other costs based on a rational and consistent approach that reflects the segments’ contribution, usage and economic benefit derived from the shared assets in the production process, which varies from period to period between specialties and commodities products.

Rayonier Advanced Materials Inc.

1 unchanged sentence

(in thousands unless otherwise stated)

Identifiable assets by segment include the Company’s current assets and were as follows:

Cellulose Specialties $ 206,267 $ 214,659

Biomaterials 48,105 42,366

Cellulose Commodities 72,913 69,082

Paperboard 54,639 44,351

High-Yield Pulp 34,841 40,694

Shared/Corporate (a)

151,618 189,809

Total assets $ 568,383 $ 600,961

(a) At both December 31, 2025 and 2024, included $ 132 million of assets shared by Cellulose Specialties and Cellulose Commodities.

Corporate includes certain operating and lease assets shared across segments.

Long-lived assets by country were as follows:

United States $ 714,048 $ 719,386

Canada 259,243 611,647

France 216,542 197,290

Other 139 373

Total long-lived assets $ 1,189,972 $ 1,528,696

Net sales geographical distribution was as follows:

2 unchanged sentences

United States $ 465,624 32 $ 560,119 34 $ 544,864 33

China 352,290 22 473,778 29 346,026 20

Europe 309,524 21 280,261 17 222,778 13

China 273,319 19 352,290 22 473,778 29

Other Asia 170,635 11 174,208 11 126,072 8

8 unchanged sentences

See Note 8—Leases and Note 10—Debt and Finance Leases for further information.

Rayonier Advanced Materials Inc.

Notes to Consolidated Financial Statements

(in thousands unless otherwise stated)

At December 31, 2025, future minimum payments under purchase obligations were as follows:

5 unchanged sentences

The Company remains subject to purchase obligations under this agreement, under which total required purchase volumes of wood chips and residual fiber depend on sawmill production.

Litigation and Contingencies

Duties on Canadian Softwood Lumber Sold to the U.S.

The Company previously operated six softwood lumber mills in Ontario and Quebec, Canada, and exported softwood lumber into the U.S.

from Canada .

In connection with these exports, the Company paid approximately $ 112 million of softwood lumber duties between 2017 and August 2021, including $ 1 million of ancillary fees, which were recorded as expense in the periods incurred.

As part of the sale of its lumber assets in 2021, the Company retained all refund rights and obligations to softwood duties generated or incurred through the closing date of the sale.

As of December 31, 2023 , the Company had a $ 40 million long-term receivable associated with USDOC determinations of the revised duty rates for 2017 through 2021.

In June 2024, the Company executed on the sale of these refund rights (inclusive of the receivable), including all accrued interest, for $ 39 million, with the opportunity for additional sale proceeds in the future contingent upon the timing and terms of the ultimate outcome of the trade dispute between the USDOC and Canada.

Rayonier Advanced Materials Inc.

Notes to Consolidated Financial Statements

(in thousands unless otherwise stated)

In addition to the above, the Company is engaged in various legal and regulatory actions and proceedings and has been named as a defendant in various lawsuits and claims arising in the ordinary course of business.

The Company is engaged in various legal and regulatory actions and proceedings and has been named as a defendant in various lawsuits and claims arising in the ordinary course of business.

While the Company has procured reasonable and customary insurance covering risks normally occurring in connection with its business, the Company has, in certain cases, retained some risk through the operation of self-insurance, primarily in the areas of workers’ compensation, property insurance, business interruption and general liability.

11 unchanged sentences

The Company’s proportion of the LTF financing agreement guarantee was $ 24 million at December 31, 2025.

The Company has not recorded any liabilities for these financial guarantees in its consolidated balance sheets, either because the Company has recorded the underlying liability associated with the guarantee or the guarantee is dependent on the Company’s own performance and, therefore, is not subject to the measurement requirements or because the Company has calculated the estimated fair value of the guarantee and determined it to be immaterial based upon the current facts and circumstances that would trigger a payment obligation.

It is not possible to determine the maximum potential liability under these potential obligations due to the unique facts and circumstances likely to be involved with each provision.

The Company has not recorded any liabilities for these financial guarantees in its consolidated balance sheets because the Company has recorded the underlying liability associated with the guarantee, the guarantee is dependent on the Company’s own performance and, therefore, is not subject to the measurement requirements or the Company has calculated the estimated fair value of the guarantee and determined it to be immaterial based upon the current facts and circumstances that would trigger a payment obligation.

It is not possible to determine the maximum potential amount of liability under these potential obligations due to the unique facts and circumstances likely to be involved with each provision.

Rayonier Advanced Materials Inc.

Notes to Consolidated Financial Statements

(in thousands unless otherwise stated)

As of December 31, 2025, the Company employed approximately 2,325 people in the U.S., Canada and France, of which 68 percent were unionized.

Approximately 27 percent of the Company’s workforce are employed under agreements which are set to expire on June 30, 2025.

Approximately 18 percent of the Company’s workforce are employed under agreements which are set to expire on September 30, 2026.

The Company is required to negotiate wages, benefits and other terms with unionized employees collectively.

21 unchanged sentences

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 9A. Controls and Procedures