Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Management’s Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining adequate disclosure controls and procedures. Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed with the objective of ensuring that information required to be disclosed in reports filed under the Exchange Act, such as this 2025 Form 10-K, is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Because of the inherent limitations in all control systems, no control evaluation can provide absolute assurance that all control exceptions and instances of fraud have been prevented or detected on a timely basis. Even systems determined to be effective can provide only reasonable assurance their objectives are achieved.
Based on an evaluation of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that the design and operation of our disclosure controls and procedures were effective as of December 31, 2025.
Internal Control over Financial Reporting
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.
46
Table of Contents
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.
Item 9B. Other Information
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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
47
Table of Contents
Part III
Certain information required by Part III is incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection with the solicitation of proxies for our 2026 Annual Meeting of Stockholders, no later than 120 days after the end of our fiscal year ended December 31, 2025. We will make the Proxy Statement available on our website at www.ryam.com as soon as it is filed with the SEC.
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item 10 is incorporated by reference to sections “Commitment to Best Practices in Corporate Governance,” “Proposal — Election of Directors,” “Compensation Discussion and Analysis,” “Executive Compensation Tables and Related Information-Executive Officers,” “Delinquent Section 16(a) Reports,” “Proposal — Ratification of the Appointment of Independent Registered Public Accounting Firm” and “Audit Committee Financial Experts” of our Proxy Statement.
Our Standard of Ethics and Code of Corporate Conduct, which applies to our principal executive officer and financial and accounting officers, is available on our website www.ryam.com at the “Investors” tab under “Corporate Governance.” Any amendments to or waivers of the Standard of Ethics and Code of Corporate Conduct will also be disclosed on our website.
We have implemented an insider trading policy governing the purchase, sale and other dispositions of our securities. This policy applies to all members of the Board of Directors, all officers and all employees, including those of our direct and indirectly controlled subsidiaries. We may also extend the policy to other individuals, such as contractors or consultants, who have access to material nonpublic information. We believe that our insider trading policy and procedures are reasonably designed to promote compliance with applicable insider trading laws, rules, regulations and listing standards. A copy of the insider trading policy is filed as Exhibit 19 to this 2025 Form 10-K.
Item 11. Executive Compensation
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.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item 12 is incorporated by reference to sections “Executive Compensation Tables and Related Information-Stock Ownership of Directors and Executive Officers,” “Security Ownership of Certain Beneficial Owners” and “Equity Compensation Plan Information” of our Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item 13 is incorporated by reference to sections “Proposal — Election of Directors,” “Commitment to Best Practices in Corporate Governance-Corporate Governance Principles,” “Director Independence” and “Related Person Transactions” of our Proxy Statement.
Item 14. Principal Accounting Fees and Services
The information required by this Item 14 is incorporated by reference to section “Proposal — Ratification of the Appointment of Independent Registered Public Accounting Firm-Information Regarding Independent Registered Public Accounting Firm” of our Proxy Statement.
48
Table of Contents
Part IV
Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as a part of this 2025 Form 10-K
1. Financial Statements
See page F-1 of this 2025 Form 10-K.
2. Financial Statement Schedules
See page F-1 of this 2025 Form 10-K.
3. Exhibits
Exhibit No. Description Location
2.1
Separation and Distribution Agreement between Rayonier Advanced Materials Inc. and Rayonier Inc., dated as of May 28, 2014 Incorporated herein by reference to Exhibit 2.1 to the Registrant’s Amendment No. 4 to the Registration Statement on Form 10 filed on May 29, 2014
2.2
Arrangement Agreement by and between Tembec Inc. and Rayonier Advanced Materials Inc. dated as of May 24, 2017 Incorporated herein by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed on May 25, 2017
2.3
Amending Agreement, dated as of July 23, 2017, to the Arrangement Agreement by and between Tembec Inc. and Rayonier Advanced Materials Inc. 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
3.1
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
3.2
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
3.3
Certificate of Designations of Series A Junior Participating Preferred Stock Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on March 21, 2022
3.4
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
4.1
Description of Common Stock Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 10-K filed on March 6, 2025
10.1
Transition Services Agreement, dated as of June 27, 2014, by and between Rayonier Inc. and Rayonier Advanced Materials Inc. Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on June 30, 2014
10.2
Tax Matters Agreement, dated as of June 27, 2014, by and among Rayonier Inc., Rayonier Advanced Materials Inc., Rayonier TRS Holdings Inc. and Rayonier A.M. Products Inc. Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on June 30, 2014
10.3
Employee Matters Agreement, dated as of June 27, 2014, by and between Rayonier Inc. and Rayonier Advanced Materials Inc. Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on June 30, 2014
10.4
Intellectual Property Agreement, dated as of June 27, 2014, by and between Rayonier Inc. and Rayonier Advanced Materials Inc. Incorporated herein by reference to Exhibit 10.4 to the Registrant’s Form 8-K filed on June 30, 2014
10.5 †
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
10.6 †
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
10.7 †
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
49
Table of Contents
Exhibit No. Description Location
10.8 †
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
10.9 †
Form of Rayonier Advanced Materials Inc. 2024 Restricted Stock Unit Award Agreement for De Lyle Bloomquist and James L. Posze, Jr Incorporated herein by reference to Exhibit 10.14 to the Registrant’s Form 10-K filed on February 29, 2024
10.10 †
Form of Rayonier Advanced Materials Inc. 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
10.11 †
Form of Rayonier Advanced Materials Inc. 2025 Restricted Stock Unit Award Agreement for De Lyle Bloomquist and James L. Posze, Jr Incorporated herein by reference to Exhibit 10.10 to the Registrant’s Form 10-K filed on March 6, 2025
10.12 †
Form of Rayonier Advanced Materials Inc. 2026 Restricted Stock Unit Award Agreement Filed herewith
10.13 †
Form of Rayonier Advanced Materials Inc. 2024 Performance Share Unit Award Agreement Incorporated herein by reference to Exhibit 10.18 to the Registrant’s Form 10-K filed on February 29, 2024
10.14 †
Form of Rayonier Advanced Materials Inc. 2024 Performance Share Unit Award Agreement for De Lyle Bloomquist and James L. Posze, Jr Incorporated herein by reference to Exhibit 10.19 to the Registrant’s Form 10-K filed on February 29, 2024
10.15 †
Form of Rayonier Advanced Materials Inc. 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
10.16 †
Form of Rayonier Advanced Materials Inc. 2025 Performance Share Unit Award Agreement for De Lyle Bloomquist and James L. Posze, Jr Incorporated herein by reference to Exhibit 10.15 to the Registrant’s Form 10-K filed on March 6, 2025
10.17 †
Form of Rayonier Advanced Materials Inc. 2026 Performance Share Unit Award Agreement Filed herewith
10.18 †
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
10.19 †
Form of Rayonier Advanced Materials Inc. 2024 Performance Cash Unit Award Agreement Incorporated herein by reference to Exhibit 10.23 to the Registrant’s Form 10-K filed on February 29, 2024
10.20 †
Form of Rayonier Advanced Materials Inc. 2024 Performance Cash Unit Award Agreement for De Lyle Bloomquist and James L. Posze, Jr Incorporated herein by reference to Exhibit 10.24 to the Registrant’s Form 10-K filed on February 29, 2024
10.21 †
Form of Rayonier Advanced Materials Inc. 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
10.22 †
Form of Rayonier Advanced Materials Inc. 2025 Performance Cash Unit Award Agreement for De Lyle Bloomquist and James L. Posze, Jr Incorporated herein by reference to Exhibit 10.20 to the Registrant’s Form 10-K filed on March 6, 2025
10.23 †
Form of Rayonier Advanced Materials Inc. 2026 Performance Cash Unit Award Agreement Filed herewith
10.24 †
Form of Rayonier Advanced Materials Inc. Incentive Stock Plan Supplemental Terms Applicable to the 2024 Equity Award Grant Incorporated herein by reference to Exhibit 10.29 to the Registrant’s Form 10-K filed on February 29, 2024
10.25 †
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
10.26 †
Form of Rayonier Advanced Materials Inc. Incentive Stock Plan Supplemental Terms Applicable to the 2026 Equity Award Grant Filed herewith
10.27 † #
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
10.28 † #
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
10.29 †
Description of Rayonier Advanced Materials Inc. 2026 Equity Incentive Program Design Filed herewith
10.30 †
Rayonier Advanced Materials Inc. 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
50
Table of Contents
Exhibit No. Description Location
10.31 †
Rayonier Advanced Materials Inc. Executive Severance Pay Plan, Amended and Restated effective October 21, 2019 Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Form 10-Q filed on November 7, 2019
10.32 †
Rayonier Advanced Materials Inc. Non Change In Control Executive Severance Plan Incorporated herein by reference to Exhibit 10.20 to the Registrant’s Form 10-K filed on February 26, 2016
10.33 †
First Amendment to the Rayonier Advanced Materials Inc. 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
10.34 †
Trust Agreement for Rayonier Advanced Materials Inc. Legal Resources Trust, dated June 28, 2014, by and between Rayonier Advanced Materials Inc. and Wells Fargo Bank, National Association Incorporated herein by reference to Exhibit 10.23 to the Registrant’s Form 10-Q/A filed on September 4, 2014
10.35 †
Rayonier Advanced Materials Inc. Excess Benefit Plan, effective June 27, 2014 Incorporated herein by reference to Exhibit 10.24 to the Registrant’s Form 10-Q/A filed on September 4, 2014
10.36 †
First Amendment to Rayonier Advanced Materials Inc. Excess Benefit Plan, effective December 31, 2022
Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed on November 2, 2022
10.3 7 †
RYAM Excess Savings and Deferred Compensation Plan Adoption Agreement as Amended and Restated Effective as of January 1, 2024 Filed herewith
10.3 8 †
RYAM Excess Savings and Deferred Compensation Plan Basic Plan Document, effective January 1, 2024 Filed herewith
10.39 †
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
10.40
First Amendment to Retirement Plan for Salaried Employees of Rayonier Advanced Materials Inc., effective February 13, 2017 Filed herewith
10.41
Second Amendment to Retirement Plan for Salaried Employees of Rayonier Advanced Materials Inc., effective January 1, 2017 Filed herewith
10.42
Third Amendment to Retirement Plan for Salaried Employees of Rayonier Advanced Materials Inc., effective January 1, 2018 Filed herewith
10.43
Fourth Amendment to Retirement Plan for Salaried Employees of Rayonier Advanced Materials Inc., effective December 31, 2018 Filed herewith
10.44
Fifth Amendment to Retirement Plan for Salaried Employees of Rayonier Advanced Materials Inc., effective October 21, 2019 Filed herewith
10.45
Sixth Amendment to Retirement Plan for Salaried Employees of Rayonier Advanced Materials Inc., effective October 18, 2021 Filed herewith
10.46 †
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
10.47
Eighth Amendment to Retirement Plan for Salaried Employees of Rayonier Advanced Materials Inc., effective August 1, 2023
Filed herewith
10.48
Ninth Amendment to Retirement Plan for Salaried Employees of Rayonier Advanced Materials Inc., effective May 29, 2024
Filed herewith
10.49
RYAM 401(K) Plan for Salaried Employees (Adoption Agreement) effective August 1, 2023 Filed herewith
10.50
Amendment to RYAM 401(K) Plan for Salaried Employees effective December 1, 2023 Filed herewith
10.51
Amendment to RYAM 401(K) Plan for Salaried Employees effective January 1, 2024 Filed herewith
51
Table of Contents
Exhibit No. Description Location
10.52
Amendment to RYAM 401(K) Plan for Salaried Employees effective January 1, 2025 Filed herewith
10.53
Amendment to RYAM 401(K) Plan for Salaried Employees effective August 25, 2025 Filed herewith
10.54
RYAM 401(K) Plan for Salaried Employees (Basic Plan) effective August 1, 2023 Filed herewith
10.55 †
Form of Indemnification Agreement between Rayonier Advanced Materials Inc. and individual directors or officers Incorporated herein by reference to Exhibit 10.5 to the Registrant’s Amendment No. 4 to the Registration Statement on Form 10 filed on May 29, 2014
10.56 †
Form of Rayonier Advanced Materials Inc. Outside Directors Compensation Program/Cash Deferral Option Agreement, effective January 1, 2020 Incorporated herein by reference to Exhibit 10.35 to the Registrant’s Form 10-K filed on March 1, 2021
10.57
Revolving Credit Agreement, dated as of December 10, 2020, among Rayonier Advanced Materials Inc., Rayonier A.M. Products Inc., the other subsidiaries of Rayonier Advanced Materials Inc. 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
10.58
Amendment No. 1 to Revolving Credit Agreement, dated as of January 17, 2023, by and among Rayonier Advanced Materials Inc., Rayonier A.M. Products, Inc., the other subsidiaries of Rayonier Advanced Materials Inc. 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 January 17, 2023
10.59
Amendment No. 2 to Revolving Credit Agreement, dated as of July 20, 2023, among Rayonier Advanced Materials Inc., Rayonier A.M. Products Inc., the lenders and issuing banks party thereto and Bank of America, N.A. as administrative agent and collateral agent Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on July 20, 2023
10.60
Amendment No. 3 to Revolving Credit Agreement, Amendment No. 1 to U.S. Security Agreement and Amendment No. 1 to Canadian Security Agreement, dated as of November 7, 2024, among Rayonier A.M. Products Inc., Rayonier Advanced Materials Inc., the guarantors party thereto, the lenders, the swing line lender and issuing banks 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 November 8, 2024
10.61
Term Loan Credit Agreement, dated as of October 28, 2024, by and among Rayonier A.M. Products Inc., Rayonier Advanced Materials Inc., the other subsidiaries of Rayonier Advanced Materials Inc. party thereto, the lenders party thereto, and Alter Domus (US) LLC, as administrative agent and collateral agent. Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on October 29, 2024
10.62 #*
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) Incorporated herein by reference to Exhibit 10.51 to the Registrant’s Form 10-K filed on March 6, 2025
10.63 #*
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
52
Table of Contents
Exhibit No. Description Location
10.64 #*
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
10.65 #
Asset Purchase Agreement by and between 9437-6001 Quebec Inc., as purchaser and GreenFirst Forest Products Inc., as Purchaser guarantor, and Rayonier A.M. Canada G.P. and Rayonier A.M. Canada Industries Inc., collectively the Seller, dated as of April 10, 2021 Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed on May 6, 2021
10.66 †
Letter Agreement, dated May 28, 2022 between Rayonier Advanced Materials Inc. and De Lyle W. Bloomquist Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on May 31, 2022
10.67 †
Retirement and Transition Agreement dated January 5, 2026 between Rayonier Advanced Materials Inc. and De Lyle W. Bloomquist Filed herewith
10.68 †
Letter Agreement, dated January 3, 2026 between Rayonier Advanced Materials Inc. and Scott M. Sutton Filed herewith
19
Rayonier Advanced Materials Inc. Insider Trading Policy Incorporated herein by reference to Exhibit 19 to the Registrant’s Form 10-K filed on March 6, 2025
21
Subsidiaries of the registrant Filed herewith
23
Consent of Grant Thornton LLP Filed herewith
24
Power of Attorney Incorporated herein by reference to the signature page of this Annual Report on Form 10-K
31.1
Chief Executive Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith
31.2
Chief Financial Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14-(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith
32
Certification of Periodic Financial Reports Under Section 906 of the Sarbanes-Oxley Act of 2002 Furnished herewith
97
Rayonier Advanced Materials Inc. Incentive Compensation Recovery Policy Incorporated herein by reference to Exhibit 97 to the Registrant’s Form 10-K filed on February 29, 2024
101 Interactive data files (formatted in Inline XBRL) pursuant to Rule 405 of Regulation S-T Filed herewith
104 Cover page interactive data file (formatted in Inline XBRL and contained in Exhibit 101) pursuant to Rule 406 of Regulation S-T Filed herewith
† Management contract or compensatory plan.
# Certain confidential portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv). The Company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon request.
* This document is an English translation of a legally binding French document. While efforts have been made to provide an accurate translation, in the event of any discrepancies or conflicts between this translation and the original French version, the original French document shall prevail.
53
Table of Contents
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Rayonier Advanced Materials Inc.
By: /s/ MARCUS J. MOELTNER
Marcus J. Moeltner
Chief Financial Officer and
Senior Vice President, Finance
Date: March 5, 2026
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 and on the dates indicated.
Signature Title Date
/s/ SCOTT M. SUTTON Chief Executive Officer, President
and Director March 5, 2026
Scott M. Sutton
(Principal Executive Officer)
/s/ MARCUS J. MOELTNER Chief Financial Officer and
Senior Vice President, Finance March 5, 2026
Marcus J. Moeltner
(Principal Financial Officer)
/s/ JARED ROLLINS Chief Accounting Officer and
Vice President, Corporate Controller March 5, 2026
Jared Rollins
(Principal Accounting Officer)
54
Table of Contents
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the persons whose signatures appear below constitute and appoint Marcus J. 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.
Signature Title Date
/s/ LISA M. PALUMBO Chair January 22, 2026
Lisa M. Palumbo
/s/ ERIC M. BOWEN Director January 25, 2026
Eric M. Bowen
/s/ JULIE A. DILL Director January 22, 2026
Julie A. Dill
/s/ CHARLES R. EGGERT Director January 24, 2026
Charles R. Eggert
/s/ JAMES F. KIRSCH Director January 22, 2026
James F. Kirsch
/s/ DAVID C. MARIANO Director January 22, 2026
David C. Mariano
/s/ IVONA SMITH Director January 30, 2026
Ivona Smith
/s/ BRYAN D. YOKLEY Director January 22, 2026
Bryan D. Yokley
55
Table of Contents
Index to Financial Statements
Page
Management’s Report on Internal Control over Financial Reporting
F- 2
Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 248 )
F- 3
Consolidated Statements of Operations
F- 6
Consolidated Statements of Comprehensive Loss
F- 7
Consolidated Balance Sheets
F- 8
Consolidated Statements of Stockholders' Equity
F- 9
Consolidated Statements of Cash Flows
F- 10
Notes to Financial Statements
F- 12
Index to Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts
F- 54
All other financial statement schedules are omitted because they are not applicable or the required information is otherwise supplied in the Financial Statements or the notes thereto.
F-1
Table of Contents
Management’s Report on Internal Control over Financial Reporting
The management of Rayonier Advanced Materials Inc. and its subsidiaries is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Our system of internal controls over financial reporting is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Because of the inherent limitations of internal control over financial reporting, misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Rayonier Advanced Materials Inc.’s management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, we used the framework included in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our management’s assessment and the criteria set forth in Internal Control—Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.
Grant Thornton LLP, the independent registered public accounting firm that audited the Company’s Financial Statements, has audited and issued a report on the Company’s internal control over financial reporting as of December 31, 2025. The report appears on page F-6 of this 2025 Form 10-K.
F-2
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Rayonier Advanced Materials Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Rayonier Advanced Materials Inc. (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.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 5, 2026 expressed an unqualified opinion.
Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
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 $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. In addition to the estimated liabilities recorded, 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. The Company estimates this exposure could range up to approximately $84 million in addition to the liabilities recorded and has disclosed this exposure in Note 11. We identified the accruals for environmental liabilities as a critical audit matter.
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 complex and subjective judgment.
F-3
Table of Contents
Our audit procedures related to the accruals for environmental liabilities included the following, among others. We evaluated the design and tested the operating effectiveness of relevant controls over the Company’s estimation process and accounting for the accruals, and the completeness and accuracy of the underlying data used in the reserve estimates as well as the related consolidated financial statement disclosures. We performed a public domain search to determine whether the sites being accounted for by the Company are complete and whether all information from regulators is being considered in the estimation process. We engaged an environmental specialist to assist us in evaluating the appropriateness of the Company’s remediation plans and the reasonableness of management’s estimates in relation to the regulatory requirements and to review the estimated costs used by the Company, including consideration of information available from external data from other sources. 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.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2016.
Jacksonville, Florida
March 5, 2026
F-4
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Rayonier Advanced Materials Inc.
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Rayonier Advanced Materials Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2025, and our report dated March 5, 2026 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ GRANT THORNTON LLP
Jacksonville, Florida
March 5, 2026
F-5
Table of Contents
Rayonier Advanced Materials Inc.
Consolidated Statements of Operations
(in thousands, except per share amounts)
Year Ended December 31,
2025 2024 2023
Net sales $ 1,466,397 $ 1,630,308 $ 1,643,330
Cost of sales ( 1,347,612 ) ( 1,464,726 ) ( 1,555,176 )
Gross margin 118,785 165,582 88,154
Selling, general and administrative expense ( 83,942 ) ( 92,258 ) ( 75,712 )
Foreign exchange gain (loss) ( 4,629 ) 7,429 ( 2,999 )
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 )
Interest expense ( 97,953 ) ( 85,715 ) ( 73,810 )
Components of pension and OPEB, excluding service costs (Note 19)
922 2,924 98
Debt refinancing charges ( 106 ) ( 10,195 ) 361
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)
( 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 )
Net income attributable to redeemable noncontrolling interest (Note 14)
161 37 —
Net loss attributable to RYAM $ ( 420,674 ) $ ( 38,744 ) $ ( 101,835 )
Basic and Diluted earnings per common share (Note 17)
Loss from continuing operations $ ( 6.37 ) $ ( 0.64 ) $ ( 1.57 )
Income from discontinued operations 0.04 0.05 —
Net loss $ ( 6.33 ) $ ( 0.59 ) $ ( 1.57 )
See Notes to Consolidated Financial Statements.
F-6
Table of Contents
Rayonier Advanced Materials Inc.
Consolidated Statements of Comprehensive Loss
(in thousands)
Year Ended December 31,
2025 2024 2023
Net loss $ ( 420,513 ) $ ( 38,707 ) $ ( 101,835 )
Other comprehensive income, net of tax (Note 16)
Foreign currency translation adjustment 25,106 ( 12,380 ) 7,530
Unrealized gain on derivative instruments 129 151 194
Net gain (loss) on employee benefit plans ( 2,537 ) 12,477 10,157
Total other comprehensive income 22,698 248 17,881
Comprehensive loss ( 397,815 ) ( 38,459 ) ( 83,954 )
Comprehensive income attributable to redeemable noncontrolling interest 1,525 37 —
Comprehensive loss attributable to RYAM $ ( 399,340 ) $ ( 38,496 ) $ ( 83,954 )
See Notes to Consolidated Financial Statements.
F-7
Table of Contents
Rayonier Advanced Materials Inc.
Consolidated Balance Sheets
(in thousands, except share amounts)
December 31,
2025 2024
Assets
Current assets
Cash and cash equivalents $ 75,393 $ 125,222
Accounts receivable, net (Note 5)
193,306 213,972
Inventory (Note 6)
237,969 208,003
Income tax receivable (Note 21)
1,720 2,637
Prepaid and other current assets 59,995 51,127
Total current assets 568,383 600,961
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)
3,931 10,404
Other assets 147,401 150,209
Total assets $ 1,758,355 $ 2,129,657
Liabilities, Redeemable Noncontrolling Interest and Stockholders’ Equity
Current liabilities
Accounts payable $ 190,450 $ 196,249
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)
10,438 9,749
Total current liabilities 360,377 400,162
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
Redeemable noncontrolling interest (Note 14)
11,366 10,503
Commitments and contingencies (Note 23)
Stockholders’ equity (Note 15)
Common stock: 140,000,000 shares authorized at $ 0.01 par value, 67,005,593 and 65,966,881 issued and outstanding, respectively
670 660
Additional paid-in capital 427,764 425,303
Retained earnings (deficit) ( 88,907 ) 333,591
Accumulated other comprehensive loss (Note 16)
( 22,971 ) ( 45,669 )
Total stockholders’ equity 316,556 713,885
Total liabilities, redeemable noncontrolling interest and stockholders’ equity $ 1,758,355 $ 2,129,657
See Notes to Consolidated Financial Statements.
F-8
Table of Contents
Rayonier Advanced Materials Inc.
Consolidated Statements of Stockholders’ Equity
(in thousands, except share data)
Common Stock Additional Paid in Capital Retained
Earnings (Deficit) Accumulated Other Comprehensive Loss Total Stockholders’
Equity
Shares Par Value
Balance at December 31, 2022 64,020,761 $ 640 $ 418,048 $ 474,423 $ ( 63,798 ) $ 829,313
Net loss attributable to RYAM — — — ( 101,835 ) — ( 101,835 )
Other comprehensive income, net of tax — — — — 17,881 17,881
Issuance of common stock under incentive stock plans 2,032,375 20 ( 20 ) — — —
Stock-based compensation — — 6,507 — — 6,507
Repurchase of common stock (a)
( 660,122 ) ( 6 ) ( 5,413 ) — — ( 5,419 )
Balance at December 31, 2023 65,393,014 654 419,122 372,588 ( 45,917 ) 746,447
Net loss attributable to RYAM — — — ( 38,744 ) — ( 38,744 )
Other comprehensive income, net of tax — — — — 248 248
Issuance of common stock under incentive stock plans 730,937 7 ( 7 ) — — —
Stock-based compensation — — 7,101 — — 7,101
Repurchase of common stock (a)
( 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
Net loss attributable to RYAM — — — ( 420,674 ) — ( 420,674 )
Other comprehensive income, net of tax — — — — 22,698 22,698
Issuance of common stock under incentive stock plans 1,456,985 14 ( 14 ) — — —
Stock-based compensation — — 5,496 — — 5,496
Repurchase of common stock (a)
( 418,273 ) ( 4 ) ( 3,021 ) — — ( 3,025 )
Redeemable noncontrolling interest adjustment to redemption value — — — ( 1,824 ) — ( 1,824 )
Balance at December 31, 2025 67,005,593 $ 670 $ 427,764 $ ( 88,907 ) $ ( 22,971 ) $ 316,556
(a) Repurchased to satisfy tax withholding requirements related to the issuance of stock under the Company’s incentive stock plans .
See Notes to Consolidated Financial Statements.
F-9
Table of Contents
Rayonier Advanced Materials Inc.
Consolidated Statements of Cash Flows
(in thousands)
Year Ended December 31,
2025 2024 2023
Operating activities
Net loss $ ( 420,513 ) $ ( 38,707 ) $ ( 101,835 )
Adjustments to reconcile net loss to cash provided by operating activities:
Income from discontinued operations ( 2,670 ) ( 3,217 ) ( 312 )
Depreciation and amortization 133,958 137,173 139,983
Asset impairment — 25,169 62,300
Stock-based compensation expense 5,496 7,101 6,507
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
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 )
Net periodic benefit cost of pension and other postretirement plans 4,263 2,268 3,578
Unrealized (gain) loss on foreign currency 4,039 ( 5,613 ) 1,900
Loss on disposal of property, plant and equipment 893 1,790 731
Changes in operating assets and liabilities:
Accounts receivable 24,779 ( 24,392 ) 19,979
Inventory ( 23,284 ) ( 2,134 ) 58,949
Income tax receivable 1,096 19,859 ( 7,137 )
Accounts payable 2,897 8,068 13,757
Accrued and other current liabilities ( 38,922 ) 20,505 ( 12,219 )
Duty refund rights — 40,111 ( 1,946 )
Other ( 9,518 ) 20,315 ( 13,783 )
Contributions to pension and other postretirement plans ( 7,365 ) ( 8,514 ) ( 11,533 )
Expenditures for environmental liabilities ( 6,733 ) ( 5,905 ) ( 5,385 )
Cash provided by operating activities 23,911 203,610 136,274
Investing activities
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 )
Cash provided by investing activities-discontinued operations — — 1,169
Cash used in investing activities ( 114,099 ) ( 107,944 ) ( 127,281 )
Financing activities
Borrowings of long-term debt 547,400 672,200 465,030
Repayments of long-term debt ( 512,091 ) ( 701,885 ) ( 537,845 )
Short-term financing, net ( 2,029 ) ( 2,740 ) 1,369
Debt issuance costs ( 196 ) ( 23,790 ) ( 10,082 )
Repurchase of common stock ( 3,025 ) ( 914 ) ( 5,419 )
Contribution from redeemable noncontrolling interest — 15,843 —
Preferred equity issuance costs — ( 1,192 ) —
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 )
Net effect of foreign exchange on cash and cash equivalents 10,300 ( 3,734 ) 1,919
Balance, beginning of period 125,222 75,768 151,803
Balance, end of period $ 75,393 $ 125,222 $ 75,768
F-10
Table of Contents
Year Ended December 31,
2025 2024 2023
Supplemental cash flow information:
Interest paid $ ( 99,389 ) $ ( 95,050 ) $ ( 51,017 )
Income taxes (paid) refunded, net $ ( 510 ) $ 19,003 $ ( 7,239 )
Capital assets purchased on account $ 29,450 $ 39,163 $ 37,363
See Notes to Consolidated Financial Statements.
F-11
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(in thousands unless otherwise stated)
1. Nature of Operations and Basis of Presentation
Nature of Operations
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. and France. 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.
Biomaterials
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.
Paperboard
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.
F-12
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(in thousands unless otherwise stated)
High-Yield Pulp
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
The Financial Statements include the accounts and operations of the Company and its wholly owned, majority owned and controlled subsidiaries. Redeemable noncontrolling interests held in certain of the Company’s consolidated entities are reported as temporary equity in the consolidated balance sheets. The Company applies the equity method of accounting for investments in which it has an ownership interest of 20 percent to 50 percent or exercises significant influence over the related investee operations. All intercompany accounts and transactions are eliminated in consolidation. Certain amounts in prior periods have been reclassified to conform with the current period presentation.
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. Because of the inherent uncertainties in using estimates, actual results could differ from those expected as of the reporting date. Management believes that the estimates and assumptions used are reasonable.
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
As a result of the sale of its lumber and newsprint assets in August 2021, the Company presents the results for those operations and any associated impacts as discontinued operations. Unless otherwise stated, information in these notes to consolidated financial statements relates to continuing operations. See Note 4—Discontinued Operations for further information.
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.
2. Significant Accounting Policies and Recent Accounting Developments
Significant Accounting Policies
Translation of Foreign Currency
Assets and liabilities of consolidated subsidiaries whose functional currency is other than the USD are translated into USD using currency exchange rates at the balance sheet date. Revenues and expenses are translated using the average currency exchange rates during the period. 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 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.
F-13
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(in thousands unless otherwise stated)
Accounts Receivable and Allowance for Credit Loss
Trade accounts receivable are stated at the net amount expected to be collected. All customers are granted credit on a short-term basis and related credit risks are considered minimal. The Company maintains an allowance for expected credit losses resulting from the inability of its customers to make required payments. The Company’s allowance is based on historical patterns of accounts receivable collections and expected losses, including the consideration of general economic conditions. Outstanding accounts receivable balances are reviewed quarterly or more frequently when circumstances indicate a review is warranted, such as a significant change in the aging of the Company’s receivables or a customer’s financial condition. Write-offs are recorded when a customer receivable is deemed uncollectible and collection efforts have been exhausted.
Inventory
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. The need for a provision for estimated losses from obsolete, excess or slow-moving inventories is reviewed periodically.
Property, Plant and Equipment
Depreciation
Property, plant and equipment are recorded at cost, including applicable freight, interest, construction and installation costs. 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. Production-related assets under finance leases are depreciated using the straight-line method over the related lease term. The Company depreciates its non-production assets, including office, lab and transportation equipment, using the straight-line depreciation method over 3 to 25 years. Buildings and land improvements are depreciated using the straight-line method over 15 to 35 years and 5 to 30 years, respectively.
Impairment
Long-lived assets are reviewed for impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Property, plant and equipment are primarily grouped at the combined plant level, the lowest level for which independent cash flows are identifiable. Recoverability of assets that are held and used is measured by net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying value exceeds the fair value of the assets, which is based on a discounted cash flow model. 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 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 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.
Asset Retirement Obligations
The Company is obligated to close out its operating sites’ landfills in accordance with certain legal requirements and records a liability for these obligations when the fair value can be reasonably estimated. In connection with these obligations, asset retirement liabilities are initially estimated and recorded based on discounted expected cash flows with a corresponding asset, capitalized as part of the related long-lived asset. Initial cost estimates are updated whenever events and circumstances indicate a new estimate is more appropriate. The asset is depreciated on a straight-line basis over the remaining useful life of the related asset. Accretion expense in connection with the discounted liability is also recognized over the same period. Related depreciation and accretion expenses are included in “other operating income (expense), net” in the consolidated statements of operations.
F-14
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(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 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. Accumulated amortization was $ 27 million and $ 22 million at December 31, 2025 and 2024, respectively. Amortization expense for capitalized software is recorded in “cost of sales” and “selling, general and administrative expense” in the consolidated statements of operations and totaled $ 6 million, $ 5 million and $ 4 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Maintenance Costs
The Company performs scheduled inspections and major repairs and maintenance of plant machinery and equipment at the Company’s manufacturing facilities during a full plant shutdown. Costs associated with these planned outage periods are referred to as shutdown costs and are incurred to ensure the long-term reliability and safety of the manufacturing operations. Major maintenance shutdown costs are accounted for by the deferral method, under which expenditures related to shutdown are capitalized when incurred and amortized to production cost on a straight-line basis over the period benefited or the period of time until the next scheduled major maintenance shutdown, which generally ranges from one year to 18 months. Shutdown costs are classified as operating activities in the consolidated statements of cash flows. As of December 31, 2025 and 2024, the Company had $ 19 million and $ 14 million, respectively, in deferred major maintenance shutdown costs recorded in “prepaid and other current assets” in the consolidated balance sheets.
Emissions Allowances
The Company is subject to numerous international, federal and state-level rules, initiatives and proposals that address domestic and global climate issues, including those governing emissions. To comply with certain of these regulations and ordinances, the Company is allotted certain allowances or credits by governing authorities to offset the obligations created by the Company’s operations. There is no value assigned to the government-allotted emissions allowances in the consolidated balance sheets. Income or expense from the sale or purchase of emission allowances are recognized within “cost of sales” in the consolidated statements of operations. During the years ended December 31, 2025, 2024 and 2023, the Company recorded $ 9 million, $ 10 million and $ 11 million, respectively, of sales of excess emission allowances associated with its Tartas, France operations.
Research and Development Expense
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-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. If the carrying amount of the asset group is not recoverable, the fair value of the asset group is measured, and, if the carrying amount exceeds the fair value, an impairment loss is recognized.
F-15
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(in thousands unless otherwise stated)
The Company’s definite-lived intangible assets were as follows:
December 31, 2025
Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life
Customer lists $ 51,680 $ ( 51,680 ) $ — 0.0 years
Trade names 8,604 ( 4,673 ) 3,931 6.9 years
Total definite-lived intangibles $ 60,284 $ ( 56,353 ) $ 3,931 6.9 years
December 31, 2024
Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life
Customer lists $ 51,680 $ ( 45,783 ) $ 5,897 0.9 years
Trade names 8,604 ( 4,097 ) 4,507 7.9 years
Total definite-lived intangibles $ 60,284 $ ( 49,880 ) $ 10,404 3.9 years
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:
2026 $ 575
2027 575
2028 575
2029 575
2030 575
Thereafter 1,056
Total $ 3,931
Equity Method Investments
Anomera, Inc .
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. Anomera has a product development lab in Mississauga, Ontario and a production facility on the Company’s Temiscaming site that was constructed during 2021. In exchange for voting and non-voting interests, the Company has invested $ 12 million in Anomera through December 31, 2025. The Company and Anomera have entered into various service, leasing and supply agreements to support Anomera’s operations at the production facility. There are no financing agreements at Anomera for which the Company is liable.
The Company has a 44 percent voting interest in Anomera and is able to exercise significant influence, but not control, as it does not have the ability to direct the decisions that most significantly impact its economic performance. 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 investments” 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.
LignoTech Florida LLC
The Company holds a 45 percent interest in LTF, a joint venture accounted for under the equity method of accounting. Borregaard ASA, a public company in Norway traded on the Oslo Exchange, owns the remaining 55 percent interest. LTF purchases sulfite liquor from the Company’s Fernandina Beach, Florida plant and converts it to purified lignins and lignosulfonates, which are used in concrete, textile dyes, pesticides, batteries and other products.
F-16
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(in thousands unless otherwise stated)
The Company recorded $ 13 million, $ 11 million and $ 14 million of lignin sales to the LTF joint venture during the years ended December 31, 2025, 2024 and 2023, respectively. 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, 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.
The Company is liable for certain financing agreements related to LTF. See Note 23—Commitments and Contingencies for further information.
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
Revenue is recognized when the performance obligations under a customer contract are satisfied. The Company’s customer contracts have a single performance obligation to transfer products. Accordingly, revenue is recognized when control has been transferred to the customer. Generally, control passes upon delivery to a location in accordance with the terms and conditions of the sale. Changes in customer contract terms and conditions, as well as the timing of orders and shipments, may impact the timing of revenue recognition.
Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring its products and is generally based on contractual arrangements with customers or published indices. The Company sells its products both directly to customers and through distributors and agents, typically under agreements with payment terms less than 90 days.
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 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. The Company estimates sales volumes based on anticipated purchases at the beginning of the period and records a rebate accrual for each purchase toward the requisite rebate volume. These estimated rebates are included in the transaction price as a reduction to net sales.
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.
F-17
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(in thousands unless otherwise stated)
Environmental Costs
The Company has established liabilities to assess, remediate, maintain and monitor sites related to disposed operations from which no current or future benefit is discernible. These obligations are established based on projected spending over the next 20 years and require significant estimates to determine the proper amount at any point in time. The projected period, from 2026 through 2045, reflects the time during which potential future costs are both estimable and probable. As new information becomes available, these cost estimates are updated and the recorded liabilities are adjusted appropriately. Environmental liabilities are accounted for on an undiscounted basis and are reflected in “current environmental liabilities” and “non-current environmental liabilities” in the consolidated balance sheets.
Employee Benefit Plans
The determination of expense and funding requirements for the Company’s defined benefit pension and postretirement health care and life insurance plans are primarily based on several actuarial assumptions. The key assumptions include discount rate, return on assets, salary increases, health care cost trends, mortality rates and employee service lives.
The components of periodic pension and postretirement costs, other than service costs, are presented separately, outside of operating income, in “components of pension and OPEB, excluding service costs” in the consolidated statements of operations. The service cost component of net periodic benefit cost is presented in “cost of sales” and “selling, general and administrative expense,” which correlates with the related employee compensation costs arising from services rendered during the period. Only the service cost component of the net periodic benefit cost is eligible for capitalization.
Changes in the funded status of the Company’s plans are recorded through comprehensive income in the year in which the changes occur. Actuarial gains and losses, which occur when actual experience differs from actuarial assumptions, are reflected net of taxes in stockholders’ equity. If actuarial gains and losses exceed ten percent of the greater of plan assets or plan liabilities, the Company amortizes them over the average future service period.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement asset and liability carrying amounts and their respective tax bases, operating loss carryforwards and tax credit carryforwards. Deferred tax assets and liabilities are measured pursuant to tax laws using rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The Company records a valuation allowance to reduce the carrying amounts of its DTAs if it is more likely than not that such DTAs will not be realized, with the exception of DTAs for suspended U.S. interest deductions, which do not have a full valuation allowance in accordance with specific AICPA guidance. See Note 21—Income Taxes for further information.
The Company’s income tax returns are subject to audit by U.S. federal and state taxing authorities as well as foreign jurisdictions, including Canada and France. In evaluating the tax benefits associated with various tax filing positions, the Company records a tax benefit for an uncertain tax position if it is more likely than not to be realized upon ultimate settlement of the issue. The Company records a liability or an offset to the corresponding DTA for any uncertain tax position that does not meet this criterion. The Company adjusts its liabilities for unrecognized tax benefits in the period in which it is determined the issue is settled with the taxing authorities, the statute of limitations expires for the relevant taxing authority to examine the tax position or when new information becomes available. Interest expense and penalties, if applicable, related to unrecognized tax benefits are recorded in “income tax (expense) benefit” in the consolidated statements of operations.
Recent Accounting Developments
Accounting Standards Updates Implemented
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.
F-18
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(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
In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires additional information about specific expense categories in the notes to financial statements for both interim and annual reporting periods. This ASU is effective for public companies with annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
3. Indefinite Suspension of Operations
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:
Mothballing Costs Severance and Other Employee Costs Total
Balance at December 31, 2024
$ 977 $ 5,010 $ 5,987
Charges incurred 1,680 ( 405 ) 1,275
Payments ( 2,657 ) ( 3,935 ) ( 6,592 )
Balance at December 31, 2025
$ — $ 670 $ 670
F-19
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(in thousands unless otherwise stated)
The following table presents total indefinite suspension charges incurred by cost type:
Year Ended December 31,
2025 2024
Mothballing costs $ 1,680 $ 5,710
Severance and other employee costs ( 405 ) 6,133
Loss on asset disposal — 975
Other suspension costs — 3,812
Indefinite suspension charges (a)
$ 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 charges incurred during the periods presented were recorded to the Cellulose Commodities segment in “indefinite suspension charges” in the consolidated statements of operations.
4. 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. 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 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. 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 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 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.
F-20
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(in thousands unless otherwise stated)
Income from discontinued operations was comprised of the following:
Year Ended December 31,
2025 2024 2023
Loss on sale of duty refund rights $ — $ ( 890 ) $ —
Other operating income 3,632 5,267 424
Operating income 3,632 4,377 424
Income from discontinued operations before income tax 3,632 4,377 424
Income tax expense (a)
( 962 ) ( 1,160 ) ( 112 )
Income from discontinued operations, net of tax
$ 2,670 $ 3,217 $ 312
(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.
5. Accounts Receivable, Net
Accounts receivable, net included the following:
December 31,
2025 2024
Accounts receivable, trade $ 169,239 $ 191,091
Accounts receivable, other (a)
24,938 23,938
Allowance for credit loss ( 871 ) ( 1,057 )
Accounts receivable, net $ 193,306 $ 213,972
(a) Consists primarily of value-added/consumption taxes, grants receivable and accrued billings due from government agencies.
6. Inventory
Inventory included the following:
December 31,
2025 2024
Finished goods $ 179,729 $ 156,407
Work-in-progress 7,038 5,034
Raw materials 44,939 40,234
Manufacturing and maintenance supplies 6,263 6,328
Inventory $ 237,969 $ 208,003
F-21
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(in thousands unless otherwise stated)
7. Property, Plant and Equipment, Net
Property, plant and equipment, net included the following:
December 31,
2025 2024
Land and land improvements $ 42,095 $ 41,430
Buildings 262,965 254,127
Machinery and equipment 2,637,937 2,539,114
Other 5,342 4,985
Construction in progress 60,946 70,526
Property, plant and equipment 3,009,285 2,910,182
Accumulated depreciation ( 1,994,671 ) ( 1,891,599 )
Property, plant and equipment, net $ 1,014,614 $ 1,018,583
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 $ 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.
Jesup Fire
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
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.
F-22
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(in thousands unless otherwise stated)
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 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. The Company determined the fair values of the Temiscaming plant asset groups for the impairments above using discounted cash flows under the income approach, which required the use of key assumptions and significant estimates. See Note 13—Fair Value Measurements for further information on the fair value measurement of the Temiscaming plant asset groups.
8. Leases
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
December 31,
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.
F-23
Table of Contents
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.
December 31,
2025 2024
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
2027 8,611
2028 6,908
2029 2,772
2030 696
Thereafter 2,915
Total minimum lease payments 31,983
Less: imputed interest ( 5,160 )
Present value of future minimum lease payments $ 26,823
9. Accrued and Other Current Liabilities
Accrued and other current liabilities included the following:
December 31,
2025 2024
Accrued customer incentives $ 43,260 $ 52,153
Accrued payroll and benefits 30,770 41,380
Accrued interest 690 12,674
Accrued income taxes 4,342 4,445
Accrued property and other taxes 1,754 6,265
Deferred revenue and other income (a)
10,359 11,128
Other current liabilities (b)
47,405 42,740
Accrued and other current liabilities $ 138,580 $ 170,785
(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.
F-24
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(in thousands unless otherwise stated)
10. Debt and Finance Leases
Debt and finance leases include the following:
December 31,
2025 2024
ABL Credit Facility due November 2029: $ 72 million net availability, bearing interest of 6.1 % ( 3.8 % adjusted SOFR plus 2.3 % margin) at December 31, 2025
$ 50,000 $ —
2029 Term Loan due October 2029: bearing interest of 11.5 % ( 4.0 % three-month Term SOFR plus 7.5 % margin) at December 31, 2025
693,000 700,000
5.50 % CAD-based term loan due April 2028
18,923 21,184
BioNova debt (a)
20,578 21,120
Other loans (b)
32,019 32,536
Short-term factoring facility 4,801 2,304
Finance lease obligations 456 921
Total principal payments due 819,777 778,065
Less: unamortized premium, discount and issuance costs ( 40,759 ) ( 48,242 )
Total debt $ 779,018 $ 729,823
Debt due within one year $ 20,909 $ 23,379
Long-term debt $ 758,109 $ 706,444
(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, 2025 include:
Finance Lease
Minimum Lease Payments Interest Net Present Value Debt Principal Payments
2026 $ 472 $ 16 $ 456 $ 20,453
2027 — — — 28,049
2028 — — — 21,377
2029 — — — 730,966
2030 — — — 7,950
Thereafter — — — 10,526
Total debt and finance lease payments due $ 472 $ 16 $ 456 $ 819,321
ABL Credit Facility
In November 2024, the Company amended its ABL Credit Facility, reducing aggregate commitments from $ 200 million to $ 175 million and extending the maturity from December 2025 to November 2029. 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, 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. and Canadian assets, including a first priority lien on inventory, accounts receivable and bank accounts, and a second priority lien on certain of the assets securing the 2029 Term Loan. Availability under the ABL Credit Facility fluctuates based on eligible accounts receivable and inventory levels. The Company is subject to cash dominion if net availability falls below a certain threshold, currently $ 26 million.
F-25
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(in thousands unless otherwise stated)
Borrowings under the facility bear interest at a rate equal to the highest of (a) the Federal Funds Rate for such day, plus 0.50 percent, (b) the Prime Rate, (c) Term SOFR for a one month interest period plus 1.00 percent and (d) 1.25 percent. The applicable margin for Term SOFR and base rate loans ranges from 2.25 percent to 2.75 percent and 1.25 percent to 1.75 percent, respectively, depending on the Company’s average excess availability under the credit agreement. In addition, an annual commitment fee of 0.375 percent applies to the unused portion of the facility.
The credit agreement governing the ABL Credit Facility does not contain an ongoing financial maintenance covenant. However, the agreement requires the Company to meet a fixed charge coverage ratio of not less than 1.0 if net availability falls below a certain threshold, currently $ 26 million. The agreement also contains various customary covenants that limit the ability of the Company and its restricted subsidiaries, as defined by the ABL Credit Facility, to take certain specified actions, subject to certain exceptions, including creating liens, incurring indebtedness, making investments and acquisitions, engaging in mergers and other fundamental changes, making dispositions, making restricted payments, including dividends and distributions, and consummating transactions with affiliates. Additionally, the ABL Credit Facility contains customary affirmative covenants and customary events of default (subject, in certain cases, to customary grace or cure periods), including, without limitation, late payment, breach of covenant, bankruptcy, judgment and defaults under certain other indebtedness and changes in control.
At December 31, 2025, the Company was in compliance with all covenants under the ABL Credit Facility.
BioNova Term Loan
In November 2024, the Company entered into a credit agreement for € 37 million in secured term loans, structured in two tranches of € 28 million (Tranche A) and € 9 million (Tranche B), maturing in November 2031 and November 2032, respectively. The Company incurred issuance costs of $ 1 million related to the agreement, which were recorded to “other assets” in the consolidated balance sheets. The issuance costs will be deferred as an asset until the debt is drawn, at which point it will be included as a component of the debt’s amortized cost basis.
Drawdowns may be made until the second anniversary of the credit agreement, at which time any unused amounts will be canceled. At December 31, 2025, there were no borrowings outstanding under the BioNova Term Loan.
Borrowings under the term loans bear interest at a rate equal to Euribor plus an initial applicable margin of 2.0 percent for Tranche A and 2.5 percent per annum for Tranche B, subject to an annual adjustment based on certain financial performance metrics. Tranche A requires quarterly principal repayments equal to 5.0 percent of the total amount drawn, commencing in February 2027 through to its maturity in November 2031. Tranche B requires a single balloon repayment at its maturity in November 2032. The term loans incur a commitment fee equal to 30 percent of the applicable margin on the unused portion of the term loans during the first two years of the credit agreement. The Company may voluntarily make prepayments at any time, subject to certain fees if the early repayment occurs within the first two years using an external source of financing.
The agreement governing the BioNova Term Loan requires BioNova to maintain a debt to EBITDA ratio of 3.0 to 1.0 in 2026, 2.5 to 1.0 in 2027, 2.0 to 1.0 in 2028, and 1.50 to 1.0 in 2029 and thereafter. The BioNova Term Loan is secured by 100 percent of the shares in BioNova’s subsidiaries and is guaranteed by its subsidiary Rayonier A.M. France SAS.
The agreement governing the BioNova Term Loan also contains various other customary covenants that limit the ability of the Company and its restricted subsidiaries, as defined by the credit agreement, to take certain specified actions, subject to certain exceptions, including incurring debt or liens, making investments, entering into mergers and acquisitions, paying dividends and making other restricted payments. At December 31, 2025, the Company was in compliance with all covenants under the BioNova Term Loan.
2029 Term Loan
In October 2024, the Company issued $ 700 million in aggregate principal amount of secured term loan financing and received net proceeds of $ 437 million after an original issue discount of $ 18 million and the redemption of the $ 245 million outstanding principal balance of the 2027 Term Loan. 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.
F-26
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(in thousands unless otherwise stated)
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. If net secured leverage is below 2.5 times covenant EBITDA, the applicable margin decreases to 6.5 percent. 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. For the first 18 months, prepayment of the loan is subject to a make-whole premium. For the following six months, prepayment is subject to a 2.0 percent premium. In the third year, prepayment is subject to a 1.0 percent premium. After 3 years, the loan is prepayable at par . The Company will also have the ability to make prepayment using the proceeds from the sale of its Paperboard and High-Yield Pulp businesses at a 2.0 percent premium during the first year, a 1.0 percent premium in year two, and par in year three.
The Company will be required to maintain a consolidated net secured leverage ratio, based on covenant EBITDA, as follows:
• 5.00 to 1.00 for the fourth quarter of 2024 through fiscal year 2025;
• 4.75 to 1.00 for fiscal year 2026; and
• 4.50 to 1.00 for each fiscal year thereafter.
The agreement governing the 2029 Term Loan contains various other customary covenants that limit the ability of the Company and its restricted subsidiaries, as defined by the term loan agreement, to take certain specified actions, subject to certain exceptions, including incurring debt or liens, making investments, entering into mergers, consolidations, and acquisitions, paying dividends and making other restricted payments. Additionally, the 2029 Term Loan contains customary affirmative covenants and customary events of default (subject, in certain cases, to customary grace or cure periods), including, without limitation, late payment, breach of covenant, bankruptcy, judgment and defaults under certain other indebtedness and changes in control. The 2029 Term Loan is secured with a lien against substantially all of the assets of the Company and its domestic and Canadian subsidiaries.
At December 31, 2025, the Company was in compliance with all covenants under the 2029 Term Loan.
2027 Term Loan
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. 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 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.
Senior Notes
2026 Notes
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.
F-27
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(in thousands unless otherwise stated)
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.
2024 Notes
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.
Short-term Factoring Facility
The Company’s subsidiary in France entered into a factoring agreement with BNP pursuant to which it submits the value of eligible receivables up to USD $ 3 million and euro € 24 million for immediate payment. Eligibility of receivables is based on invoices issued to the Company’s subsidiary from customers previously approved by BNP. Upon collection of these receivables, on average no longer than 60 days, amounts outstanding under this agreement are paid off. The Company pays interest on a monthly basis for these borrowings based on the value of factored invoices at the Euribor 3-month rate, with floor at zero percent, plus 0.55 percent. The weighted average interest rate on total short-term borrowings associated with this agreement at December 31, 2025 and 2024 was 2.7 percent and 4.1 percent, respectively.
BioNova Debt and Other Loans
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.
11. Environmental Liabilities
The Company’s environmental liabilities relate to sawmills, pulp, paper and wood treating plants which have ceased operations other than environmental investigation and remediation activities. 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.
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. The Company estimates its environmental liabilities based on several factors, including the application and interpretation of current environmental laws, regulations and other requirements; reports and advice of internal and third-party environmental specialists; and management’s knowledge and experience with these and similar types of environmental matters. These estimates include potential costs for investigation, assessment, remediation, ongoing operation and maintenance (where applicable) and post-remediation monitoring of the sites, as well as the cost of legally required financial assurance related to the Company’s obligations on an undiscounted basis, generally for a period of 20 years. These environmental liabilities do not include potential third-party recoveries to which the Company may be entitled unless they are probable and estimable.
F-28
Table of Contents
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:
December 31, 2023 Liability Payments Increase (Decrease) to Liability (a)
December 31, 2024 Liability Payments Increase (Decrease) to Liability (a)
December 31, 2025 Liability
Port Angeles, Washington $ 52,668 $ ( 1,004 ) $ 1,594 $ 53,258 $ ( 1,272 ) $ 11,025 $ 63,011
Augusta, Georgia 22,655 ( 1,227 ) 1,089 22,517 ( 1,418 ) 3,993 25,092
Baldwin, Florida 15,891 ( 383 ) 447 15,955 ( 836 ) 2,205 17,324
East Point, Georgia 19,712 ( 1,111 ) 1,154 19,755 ( 1,280 ) 1,763 20,238
All other sites 59,365 ( 2,180 ) 1,545 58,730 ( 1,927 ) 1,414 58,217
Total environmental liabilities $ 170,291 $ ( 5,905 ) $ 5,829 $ 170,215 $ ( 6,733 ) $ 20,400 $ 183,882
Current environmental liabilities $ 9,833 $ 9,749 $ 10,438
Non-current environmental liabilities $ 160,458 $ 160,466 $ 173,444
(a) Included in the increase (decrease) to liability during the year ended December 31, 2024 was a decrease of $ 1 million due to foreign currency fluctuations. The liability as of December 31, 2025 was not materially impacted by foreign currency fluctuations.
Port Angeles, Washington
The Company operated a pulp mill at this site from 1930 until 1997. The site and the adjacent marine areas (a portion of Port Angeles harbor) have been in various stages of the assessment process under the Washington MTCA since 2000, and several voluntary interim soil clean-up actions have been performed during this time. 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 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 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
The Company operated a wood treatment plant at this site from 1954 to 1987. This site operates under a 10 -year hazardous waste permit renewed and issued pursuant to RCRA in 2017. Ongoing remediation activities currently consist primarily of groundwater recovery and treatment. Additional remedial activities may be necessary in the future that may result in changes to current cost estimates and the corresponding liability. During 2025, the estimated remediation liability increased primarily due to permit-required changes to the RCRA post-closure care financial assurance requirements.
F-29
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(in thousands unless otherwise stated)
East Point, Georgia
The Company operated a wood treatment plant at this site from 1920 to 1984. Current site activities are governed by a 2009 Consent Order that will conclude with a new 10 -year RCRA permit, which will replace the current 1996 permit. Onsite remediation activities consist primarily of groundwater recovery and treatment. Current cost estimates and the corresponding liability could vary if changes to current remediation activities are required in the future.
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; changes in governmental agency personnel, direction, philosophy or enforcement policies; developments in remediation technologies; increases in the cost of remediation, operation, maintenance and monitoring of its environmental liability sites; changes in the volume, nature or extent of contamination to be remediated or monitoring to be undertaken; the outcome of negotiations with governmental agencies or non-governmental parties; and changes in accounting rules or interpretations. Based on information available as of December 31, 2025, the Company estimates this exposure could range up to approximately $ 84 million. However, no assurances can be given that this amount will not be exceeded given the factors described above. These potential additional costs are attributable to several of the above sites and other applicable liabilities. This estimate excludes liabilities that would otherwise be considered reasonably possible but for the fact that they are not currently estimable primarily due to the factors discussed above.
Subject to the previous paragraph, the Company believes its estimates of liabilities are sufficient for probable costs expected to be incurred over the next 20 years with respect to its disposed operations. However, no assurance is given that these estimates will be sufficient for the reasons described above and additional liabilities could have a material adverse effect on the Company’s financial position, results of operations and cash flows.
12. Derivative Instruments
The Company’s earnings and cash flows are subject to fluctuations due to changes in interest rates and foreign currency exchange rates. The Company has used derivative financial instruments to manage interest rate and foreign currency exchange rate exposure. The Company does not use derivatives for trading or speculative purposes.
Derivative instruments are recognized on the consolidated balance sheets at their fair value and are designated either as a hedge of a forecasted transaction or are undesignated. Changes in the fair value of a derivative designated as a hedge are recorded in “other comprehensive income (loss)” until earnings are affected by the hedged transaction and are then reported in current earnings. 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. Accumulated gains and losses associated with these instruments were deferred as a component of AOCI to be recognized in earnings as the underlying hedged transactions occur and affect earnings.
Losses reclassified from AOCI into income were immaterial during the years ended December 31, 2025, 2024 and 2023. The unrealized loss in AOCI related to hedge derivatives is presented below:
December 31,
2025 2024
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 13—Fair Value Measurements and Note 14—Redeemable Noncontrolling Interest for further information.
F-30
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(in thousands unless otherwise stated)
13. Fair Value Measurements
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level hierarchy prioritizes the inputs used to measure fair value as follows:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flows methodologies and similar techniques that use significant unobservable inputs.
Liabilities Measured at Fair Value on a Recurring Basis
Redeemable Noncontrolling Interest — Put Option
In November 2024, BioNova issued 111,111 preferred shares to SWEN in return for a redeemable noncontrolling interest of approximately 14 percent. 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.
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:
December 31
2025 2024
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
(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.
F-31
Table of Contents
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 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 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. The fair value of the Temiscaming 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 7—Property, Plant and Equipment, Net for further information on this impairment.
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 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:
December 31,
2025 2024
Carrying amount of fixed rate debt (a)
$ 71,679 $ 75,142
Fair value of fixed rate debt $ 73,426 $ 75,272
(a) Excludes finance lease obligations.
14. 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 certain project milestones.
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 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).
F-32
Table of Contents
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. 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 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
$ 10,503
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
$ 11,366
Results attributable to RYAM, after attribution to the redeemable noncontrolling interest, were as follows:
Year Ended December 31,
2025 2024
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 )
15. Stockholders’ Equity
Common Stock Buyback
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 future.
F-33
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(in thousands unless otherwise stated)
16. Accumulated Other Comprehensive Loss
Year Ended December 31,
2025 2024 2023
Unrecognized components of employee benefit plans, net of tax
Balance, beginning of year $ ( 21,060 ) $ ( 33,537 ) $ ( 43,694 )
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)
Pension settlement loss 1,843 — —
Amortization of gain ( 749 ) ( 358 ) ( 705 )
Amortization of prior service cost 255 337 196
Income tax on reclassifications (b)
( 21 ) 5 90
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 )
Unrealized loss on derivative instruments, net of tax
Balance, beginning of year ( 222 ) ( 373 ) ( 567 )
Reclassifications to earnings - foreign currency exchange contracts (c)
129 174 224
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 (d)
25,106 ( 12,380 ) 7,530
Balance, end of year 719 ( 24,387 ) ( 12,007 )
Accumulated other comprehensive loss, end of year $ ( 22,971 ) $ ( 45,669 ) $ ( 45,917 )
(a) The AOCI components for defined benefit pension and post-retirement plans are included in the computation of net periodic benefit cost. See Note 19—Employee Benefit Plans for further information.
(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.
(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.
17. 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 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.
F-34
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(in thousands unless otherwise stated)
The following table provides the inputs to the calculations of basic and diluted earnings per common share (share amounts not in thousands):
Year Ended December 31,
2025 2024 2023
Loss from continuing operations $ ( 423,183 ) $ ( 41,924 ) $ ( 102,147 )
Income from continuing operations attributable to redeemable noncontrolling interest 161 37 —
Loss from continuing operations attributable to RYAM ( 423,344 ) ( 41,961 ) ( 102,147 )
Less: Redeemable noncontrolling interest adjustment to redemption value ( 1,824 ) ( 253 ) —
Loss from continuing operations attributable to RYAM common stockholders ( 425,168 ) ( 42,214 ) ( 102,147 )
Income from discontinued operations, net of tax attributable to RYAM 2,670 3,217 312
Net loss attributable to RYAM common stockholders $ ( 422,498 ) $ ( 38,997 ) $ ( 101,835 )
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-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):
Year Ended December 31,
2025 2024 2023
Stock options — — 46,798
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
18. Incentive Stock Plans
As of December 31, 2025, the Company has had four stock-based incentive plans. The Prior Incentive Stock Plans provided for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, performance stock, restricted stock and restricted stock units, subject to certain limitations. The Company no longer issues shares under the Prior Incentive Stock Plans. 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.
F-35
Table of Contents
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. The Company does not estimate a forfeiture rate for non-vested shares. Forfeitures are recognized and reduce stock-based compensation expense during the period in which they occur. Incentive stock plan compensation expense was as follows:
Year Ended December 31,
2025 2024 2023
Incentive stock plan compensation expense (a)
$ 6,345 $ 10,915 $ 5,754
(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 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. 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. The fair value of each option grant is estimated on the grant date using the Black-Scholes option-pricing model. The Company elected to value each grant in total and recognize the expense for stock options on a straight-line basis over three years .
The Company had 46,798 options outstanding at December 31, 2023, all of which expired in January 2024. 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.
Restricted Stock and Stock Unit Awards
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 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.
The following table summarizes the details of the restricted stock and stock units granted to employees:
Year Ended December 31,
2025 2024 2023
Restricted stock and stock units granted (not in thousands) 544,718 633,603 992,830
Weighted average price of restricted stock or stock units granted (not in thousands) $ 7.51 $ 4.11 $ 5.27
Intrinsic value of restricted stock and stock units outstanding $ 8,201 $ 14,571 $ 7,641
Fair value of restricted stock and stock units vested $ 4,066 $ 4,435 $ 4,264
The following table summarizes the 2025 restricted stock and stock units activity:
(not in thousands) Restricted Stock and Stock Unit Awards Weighted Average Grant Date Fair Value
Outstanding at December 31, 2024
1,766,219 $ 5.11
Granted 544,718 $ 7.51
Forfeited ( 116,547 ) $ 4.98
Vested ( 801,990 ) $ 5.07
Outstanding at December 31, 2025
1,392,400 $ 6.08
F-36
Table of Contents
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.
Performance-Based Stock Unit and Cash Awards
The Company’s performance-based awards generally vest upon completion of a three-year period. The performance-based stock unit award payout is calculated using a combination of Company-specific performance metrics and TSR, which is measured on an absolute basis as well as relative to a peer group of companies. 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 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.
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 portion of the award at the grant date. The related expense is then amortized over the award’s vesting period.
Expected volatility is based on representative price returns using the stock price of several peer companies. The risk-free rate was based on the 3-year U.S. treasury rate on the date of the award. The following table presents weighted average assumptions used in calculating the fair value of the awards granted:
Year Ended December 31,
2025 2024 2023
Expected volatility 57.5 % 75.7 % 77.6 %
Risk-free rate 3.4 % 4.2 % 4.1 %
The following table summarizes the details of the performance-based stock units awarded to employees:
Year Ended December 31,
2025 2024 2023
Common shares of stock reserved for performance-based stock units (not in thousands) 1,054,188 1,164,884 611,528
Weighted average fair value of performance-based stock units granted (not in thousands) $ 9.55 $ 4.80 $ 9.09
Intrinsic value of outstanding performance-based stock units $ 7,672 $ 12,996 $ 5,551
The following table summarizes the 2025 performance-based stock unit award activity:
(not in thousands) Performance-Based Stock Unit Awards Weighted Average Grant Date Fair Value
Outstanding at December 31, 2024
1,575,297 $ 5.93
Granted 692,155 $ 9.55
Forfeited ( 309,915 ) $ 3.54
Vested ( 654,995 ) $ 7.17
Outstanding at December 31, 2025
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.
F-37
Table of Contents
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.
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.
19. Employee Benefit Plans
Defined Benefit Plans
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. and Canada. The defined benefit pension plans are closed to new participants. 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.
F-38
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(in thousands unless otherwise stated)
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
2025 2024 2025 2024
Projected benefit obligation at beginning of year $ 563,350 $ 616,118 $ 21,600 $ 23,864
Service cost 4,742 4,641 443 551
Interest cost 27,529 27,715 954 989
Actuarial (gain) loss 9,655 ( 24,738 ) ( 194 ) ( 2,717 )
Participant contributions 571 652 178 167
Benefits paid ( 39,438 ) ( 44,961 ) ( 1,644 ) ( 1,287 )
Settlement ( 21,791 ) — — —
Curtailment — 645 — ( 22 )
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
Fair value of plan assets at beginning of year $ 501,940 $ 532,643 $ — $ —
Actual return on plan assets 36,234 20,540 — —
Employer contributions 6,323 7,685 1,357 1,012
Participant contributions 571 652 179 167
Benefits paid ( 39,438 ) ( 44,961 ) ( 1,536 ) ( 1,179 )
Settlement ( 21,791 ) — — —
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 )
Pension Postretirement
2025 2024 2025 2024
Non-current assets $ 1,264 $ — $ — $ —
Current liabilities ( 4,545 ) ( 4,390 ) ( 1,410 ) ( 1,381 )
Non-current liabilities ( 58,754 ) ( 57,020 ) ( 20,084 ) ( 20,219 )
Net amount recognized $ ( 62,035 ) $ ( 61,410 ) $ ( 21,494 ) $ ( 21,600 )
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 (loss) $ ( 4,135 ) $ 13,053 $ 9,202 $ 133 $ 2,928 $ 6,639
Prior service cost $ — $ — $ ( 2,982 ) $ — $ — $ —
F-39
Table of Contents
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
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 during the three years ended December 31 were as follows:
Pension Postretirement
2025 2024 2023 2025 2024 2023
Prior service cost (credit) $ ( 3,059 ) $ ( 3,600 ) $ ( 3,852 ) $ 389 $ 561 $ 659
Net gain (loss) ( 39,307 ) ( 37,097 ) ( 50,796 ) 11,555 12,341 10,343
Deferred income tax (expense) benefit 8,825 9,664 12,630 ( 2,000 ) ( 2,929 ) ( 2,521 )
Accumulated other comprehensive income (loss) $ ( 33,541 ) $ ( 31,033 ) $ ( 42,018 ) $ 9,944 $ 9,973 $ 8,481
For defined benefit pension plans, the projected and accumulated benefit obligations and the fair value of plan assets were as follows:
December 31,
2025 2024
Projected benefit obligation $ 554,113 $ 563,350
Accumulated benefit obligation $ 546,222 $ 553,973
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 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.
F-40
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(in thousands unless otherwise stated)
The following table presents the components of net periodic benefit cost of the plans:
Pension Postretirement
2025 2024 2023 2025 2024 2023
Service cost $ 4,742 $ 4,641 $ 4,877 $ 443 $ 551 $ 1,116
Interest cost 27,529 27,715 28,724 954 989 1,351
Expected return on plan assets ( 30,748 ) ( 32,361 ) ( 31,425 ) — — —
Amortization of prior service cost (credit) 426 435 294 ( 171 ) ( 98 ) ( 98 )
Amortization of (gain) loss 228 379 ( 490 ) ( 977 ) ( 737 ) ( 215 )
Pension settlement loss 1,843 — 2,317 — — —
Curtailment — 736 — — — —
Other — — — ( 6 ) 18 ( 556 )
Net periodic benefit cost (a)
$ 4,020 $ 1,545 $ 4,297 $ 243 $ 723 $ 1,598
(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), 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. Under this method, individual spot rates along the yield curve that correspond with the timing of each benefit payment will be used. The Company believes this provides a more precise measurement of service and interest costs by improving the correlation between projected cash outflows and corresponding spot rates on the yield curve.
The following table presents the weighted average principal assumptions inherent in the determination of benefit obligations and net periodic benefit cost of the pension and postretirement plans:
Pension Postretirement
2025 2024 2023 2025 2024 2023
Assumptions used to determine benefit obligations at December 31:
Discount rate 5.11 % 5.16 % 4.71 % 4.66 % 5.23 % 4.72 %
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:
Discount rate 5.28 % 4.78 % 4.97 % 5.08 % 4.67 % 4.94 %
Expected long-term return on plan assets 5.89 % 5.92 % 5.92 % N/A N/A N/A
Rate of compensation increase 2.50 % 2.50 % 2.50 % 3.99 % 4.19 % 3.11 %
The estimated return on plan assets is based on historical and expected long-term rates of return on broad equity and bond indices and consideration of the actual annualized rate of return. 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.
Assumed healthcare cost trends significantly affect the amounts reported for the postretirement benefit plans. The following table sets forth the assumed health care cost trend rates as of period end:
Postretirement
2025 2024
U.S. Canada U.S. Canada
Health care cost trend rate assumed for next year 8.50 % 5.50 % 7.50 % 5.87 %
Rate to which cost trend is assumed to decline (ultimate trend rate) 4.00 % 4.00 % 4.00 % 5.00 %
Year that ultimate trend rate is reached 2034 2040 2031 2037
F-41
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(in thousands unless otherwise stated)
Investment of Plan Assets
The Company’s Pension and Savings Plan Committee and the Audit Committee of the Board of Directors oversee the defined benefit pension plans’ investment program. The investment approach of each defined benefit pension plan is designed to maximize returns and provide sufficient liquidity to meet each plan’s obligations while maintaining acceptable risk levels. For certain defined benefit plans, investment target allocation percentages for equity securities can range up to 65 percent. In other more well-funded plans, 100 percent is allocated to fixed-income securities. All plans were within their respective targeted ranges at December 31, 2025. The Company’s weighted average defined benefit pension plan asset allocations at December 31, by asset category, were as follows:
Percentage of Plan Assets
2025 2024
U.S. fixed income securities 54 % 33 %
International fixed income securities 19 % 24 %
U.S. equity securities 5 % 21 %
International equity securities 15 % 16 %
Other (a)
7 % 6 %
Total 100 % 100 %
(a) Includes cash balances related to the timing of portfolio management activities.
Investments within the equity categories may include large capitalization, small capitalization and emerging market securities, while the international fixed income portfolio may include emerging markets debt. Pension assets did not include a direct investment in RYAM common stock at December 31, 2025 or 2024.
Fair Value Measurements
The following tables present, by level within the fair value hierarchy (see Note 13—Fair Value Measurements), the assets of the plans:
December 31, 2025
Level 1 Level 2 Level 3 Total
Mutual funds and collective trusts $ 66,378 $ — $ — $ 66,378
Corporate bonds — 192,600 — 192,600
U.S. government securities — 83,150 — 83,150
Non-U.S. government securities — 2,283 — 2,283
Investments at net asset value:
Common collective trust funds 147,667
Total assets at fair value $ 492,078
F-42
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(in thousands unless otherwise stated)
December 31, 2024
Level 1 Level 2 Level 3 Total
Mutual funds and collective trusts $ 129,584 $ — $ — $ 129,584
Corporate bonds — 150,823 — 150,823
U.S. government securities — 33,308 — 33,308
Non-U.S. government securities — 4,803 — 4,803
Derivative instruments — 1,242 — 1,242
Investments at net asset value:
Common collective trust funds 182,180
Total assets at fair value $ 501,940
The valuation methodologies used for measuring the fair value of these asset categories were as follows:
Mutual funds and collective trusts — Net asset value in an observable market.
Corporate bonds — Valued using pricing models that maximize the use of observable inputs for similar securities, including basing value on yields currently available on comparable securities of issuers with similar credit ratings.
U.S. government securities — Valued using pricing models that maximize the use of observable inputs for similar securities.
Common collective trust funds — Measured at net asset value per share, as a practical expedient for fair value, as provided by the plan trustee. The net asset value is calculated by determining the fair value of the fund’s underlying assets, deducting its liabilities, and dividing by the units outstanding as of the valuation date. These funds are not publicly traded; however, in most cases, the unit price calculation is based on observable market inputs of the funds’ underlying assets.
There were no changes in the methodology used during the years ended December 31, 2025 and 2024.
Cash Flows
Expected benefit payments for the next ten years were as follows:
Pension Postretirement
2026 $ 40,946 $ 1,556
2027 $ 39,385 $ 1,534
2028 $ 39,561 $ 1,613
2029 $ 39,541 $ 1,645
2030 $ 39,562 $ 1,654
2031 - 2035 $ 195,508 $ 8,136
The Company has mandatory pension contribution requirements of $ 2 million in 2026 and may make additional discretionary contributions.
Defined Contribution Plans
The Company provides defined contribution plans to all of its hourly and salaried employees. The contributions charged to expense for these plans were $ 8 million, $ 10 million and $ 6 million for the years ended December 31, 2025, 2024 and 2023, respectively.
F-43
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(in thousands unless otherwise stated)
20. Other Operating Income (Expense), Net
Other operating income (expense), net was comprised of the following:
Year Ended December 31,
2025 2024 2023
Loss on disposal of property, plant and equipment $ ( 893 ) $ ( 1,790 ) $ ( 2,872 )
Equity in income (loss) of joint venture ( 352 ) 1,882 204
Miscellaneous income (expense) ( 3,212 ) 7,042 ( 3,955 )
Other operating income (expense), net $ ( 4,457 ) $ 7,134 $ ( 6,623 )
21. Income Taxes
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,
2025 2024 2023
United States $ ( 33,469 ) $ ( 8,590 ) $ ( 65,413 )
Foreign ( 61,576 ) ( 40,610 ) ( 67,061 )
Total
$ ( 95,045 ) $ ( 49,200 ) $ ( 132,474 )
Income Tax (Expense) Benefit on Continuing Operations
Income tax (expense) benefit on continuing operations consisted of the following:
Year Ended December 31,
2025 2024 2023
Current tax (expense) benefit
U.S. federal $ ( 286 ) $ 981 $ 1,623
U.S. state and local ( 178 ) ( 191 ) ( 144 )
Foreign ( 876 ) ( 1,468 ) 3,119
Total current tax (expense) benefit ( 1,340 ) ( 678 ) 4,598
Deferred tax (expense) benefit
U.S. federal 8,076 6,011 15,542
U.S. state and local 596 509 143
Foreign ( 330,597 ) 3,086 12,028
Total deferred tax (expense) benefit ( 321,925 ) 9,606 27,713
Total income tax (expense) benefit
U.S. federal 7,790 6,992 17,165
U.S. state and local 418 318 ( 1 )
Foreign ( 331,473 ) 1,618 15,147
Total income tax (expense) benefit $ ( 323,265 ) $ 8,928 $ 32,311
F-44
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(in thousands unless otherwise stated)
The following tables reconcile the effective income tax rate on continuing operations to the U.S. federal statutory rate:
Year Ended December 31, 2025
Amount Percent
U.S. Domestic
U.S. federal statutory income tax rate $ ( 19,962 ) 21.0 %
State and local taxes (a)
( 378 ) 0.4
Valuation allowance changes 477 ( 0.5 )
Tax credits ( 1,243 ) 1.3
Other ( 264 ) 0.3
Foreign
Canada
Statutory rate difference ( 3,046 ) 3.2
Valuation allowance changes 347,897 ( 366.0 )
Other 81 ( 0.1 )
France
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,
2024 2023
U.S. federal statutory income tax rate 21.0 % 21.0 %
Change in valuation allowance ( 11.5 ) ( 7.7 )
Adjustment to previously filed tax returns ( 0.4 ) 2.0
Tax credits (excluding foreign tax credit) 4.1 5.4
Nondeductible compensation for executives and share-based awards ( 3.4 ) 0.5
Net changes in uncertain tax positions 6.3 ( 0.1 )
Difference in foreign statutory rates 1.2 2.1
U.S. tax on foreign earnings (GILTI and Subpart F, net of FTC) ( 0.4 ) ( 0.1 )
Interest on tax payments/receipts 1.1 0.6
Other 0.1 0.7
Effective income tax rate on continuing operations 18.1 % 24.4 %
F-45
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(in thousands unless otherwise stated)
Cash Income Taxes
Income taxes (paid) refunded, net for the year ended December 31, 2025 were as follows:
U.S. federal $ 164
U.S. state and local ( 161 )
Foreign
Canada 2,315
France ( 2,745 )
Other ( 83 )
Income taxes (paid) refunded, net $ ( 510 )
F-46
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(in thousands unless otherwise stated)
Deferred Taxes
Deferred income taxes result from recording revenue and expense in different periods for financial reporting versus tax reporting. The nature of these temporary differences and the resulting net deferred tax balances follow:
December 31,
2025 2024
Deferred tax assets
Net operating losses (a)
$ 209,631 $ 157,942
Canadian pool of SR&ED
96,452 96,458
Property, plant and equipment basis differences 79,362 74,408
Tax credit carryforwards (a)
50,645 71,013
Environmental liabilities 42,375 39,316
Deferred U.S. interest deductions 38,315 36,286
Pension, postretirement and other employee benefits 19,222 19,534
Capitalized costs 14,111 18,275
Other compensation 5,711 7,050
State net operating losses (a)
4,572 3,454
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 ( 441,887 ) ( 86,082 )
Total deferred tax assets, net of valuation allowance 143,778 468,891
Deferred tax liabilities
Property, plant and equipment basis differences ( 112,959 ) ( 110,577 )
Prepaid expenses ( 5,462 ) ( 4,487 )
Intangible assets ( 430 ) ( 2,326 )
Other deferred tax liabilities ( 13,623 ) ( 15,686 )
Total deferred tax liabilities ( 132,474 ) ( 133,076 )
Net deferred tax asset $ 11,304 $ 335,815
Net deferred tax asset as reflected in consolidated balance sheets:
Deferred tax assets $ 24,026 $ 349,500
Deferred tax liabilities ( 12,722 ) ( 13,685 )
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
Net operating losses $ 963,365 $ 214,203 $ ( 185,328 ) 2027 - 2045
Tax credit carryforwards $ 51,127 $ 50,645 $ ( 28,741 ) 2026 - 2045
F-47
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(in thousands unless otherwise stated)
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 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
The Company recognizes the impact of a tax position if it is more likely than not to prevail, based on technical merit, in the case of an audit. 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 for the periods presented follows:
Year Ended December 31,
2025 2024 2023
Balance at beginning of period $ 10,444 $ 13,580 $ 11,015
Decreases related to prior year tax positions ( 37 ) ( 3,035 ) ( 1,612 )
Increases related to prior year tax positions 149 905 2,804
Decreases related to current year tax positions — — —
Increases related to current year tax positions 436 957 1,373
Decreases due to statutory expirations — ( 1,963 ) —
Balance at end of period $ 10,992 $ 10,444 $ 13,580
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.
Tax Statutes
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:
Open Tax Years
U.S. 2022-2025
France 2020-2025
Canada 2022-2025
F-48
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(in thousands unless otherwise stated)
22. Segment and Geographical Information
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. Each operating segment is separately managed and has discrete financial information that is utilized by the CODM in determining how to allocate resources and evaluate performance.
The Company uses operating income (loss) as a measure of profitability to evaluate segment performance. 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 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
Cellulose Specialties Biomaterials Cellulose Commodities Paperboard High-Yield Pulp Corporate (a) and Eliminations
Total
Net sales $ 862,037 $ 30,551 $ 312,731 $ 179,050 $ 112,650 $ ( 30,622 ) $ 1,466,397
Cost of sales
Key input costs (wood, chemicals, energy) 321,443 5,838 151,752 101,655 67,697 ( 30,868 ) 617,517
Freight 40,176 2,557 26,661 18,519 23,719 — 111,632
Depreciation and amortization 66,307 2,914 39,444 13,468 2,145 — 124,278
Fixed and other general costs (b)
258,081 7,281 140,003 42,219 46,121 480 494,185
Total cost of sales 686,007 18,590 357,860 175,861 139,682 ( 30,388 ) 1,347,612
Selling, general and administrative expense 15,060 5,763 7,869 10,041 2,532 42,677 83,942
Indefinite suspension charges — — 1,275 — — — 1,275
Other operating (income) expense (c)
928 2 960 527 12 27,041 29,470
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
F-49
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(in thousands unless otherwise stated)
Year Ended December 31, 2024
Cellulose Specialties Biomaterials Cellulose Commodities Paperboard High-Yield Pulp Corporate (a) and Eliminations
Total
Net sales $ 921,411 $ 29,684 $ 354,633 $ 227,628 $ 126,897 $ ( 29,945 ) $ 1,630,308
Cost of sales
Key input costs (wood, chemicals, energy) 352,361 4,839 181,991 117,393 71,890 ( 30,356 ) 698,118
Freight 44,115 3,041 28,226 20,512 20,380 — 116,274
Depreciation and amortization 71,024 2,071 42,868 7,832 2,329 — 126,124
Fixed and other general costs (b)
261,899 9,498 171,664 41,802 38,589 758 524,210
Total cost of sales 729,399 19,449 424,749 187,539 133,188 ( 29,598 ) 1,464,726
Selling, general and administrative expense 9,839 4,170 6,501 11,021 2,912 57,815 92,258
Asset impairment — — 25,169 — — — 25,169
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
Year Ended December 31, 2023
Cellulose Specialties Biomaterials Cellulose Commodities Paperboard High-Yield Pulp Corporate (a) and Eliminations
Total
Net sales $ 825,037 $ 28,980 $ 461,973 $ 219,408 $ 135,954 $ ( 28,022 ) $ 1,643,330
Cost of sales
Key input costs (wood, chemicals, energy) 341,262 5,438 262,444 113,678 75,144 ( 26,857 ) 771,109
Freight 37,795 3,642 41,953 18,131 29,312 — 130,833
Depreciation and amortization 67,077 342 58,103 5,848 2,103 — 133,473
Fixed and other general costs (b)
257,801 8,154 190,207 35,021 29,402 ( 824 ) 519,761
Total cost of sales 703,935 17,576 552,707 172,678 135,961 ( 27,681 ) 1,555,176
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
(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 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.
F-50
Table of Contents
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(in thousands unless otherwise stated)
Identifiable assets by segment include the Company’s current assets and were as follows:
December 31,
2025 2024
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:
December 31,
2025 2024
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:
Year Ended December 31,
2025 % 2024 % 2023 %
United States $ 465,624 32 $ 560,119 34 $ 544,864 33
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
Japan 131,382 9 121,879 7 158,106 10
Canada 55,199 4 90,572 6 62,657 4
Latin America 19,487 1 17,659 1 11,073 —
All other 41,227 3 33,320 2 44,002 3
Net sales $ 1,466,397 100 $ 1,630,308 100 $ 1,643,330 100
23. Commitments and Contingencies
Commitments
The Company leases certain buildings, machinery and equipment under various operating and finance leases. Total rental expense for operating and finance leases amounted to $ 11 million, $ 9 million and $ 8 million in 2025, 2024 and 2023, respectively. See Note 8—Leases and Note 10—Debt and Finance Leases for further information.
F-51
Table of Contents
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:
2026 $ 177,952
2027 68,592
2028 61,540
2029 18,838
2030 19,043
Thereafter 210,779
Total (a)
$ 556,744
(a) Primarily consists of commitments for the purchase of natural gas, steam energy and wood chips. These obligations are estimates and may vary based on changes in actual price and volume terms. Remaining purchase obligations under the 20 -year wood chip and residual fiber supply agreement with GreenFirst total approximately $ 203 million, or annual payments of approximately $ 13 million, through the duration of the agreement to 2041. 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. 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.
Litigation and Contingencies
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. These other lawsuits and claims, either individually or in the aggregate, are not expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.
Guarantees and Other
The Company provides financial guarantees as required by creditors, insurance programs and various governmental agencies. As of December 31, 2025, the Company had net exposure of $ 29 million from various standby letters of credit, primarily for financial assurance relating to environmental remediation, credit support for natural gas and electricity purchases and guarantees related to foreign retirement plan obligations. These standby letters of credit represent a contingent liability; the Company would only be liable upon its default on the related payment obligations. The standby letters of credit have various expiration dates and are expected to be renewed as required.
The Company had surety bonds of $ 92 million as of December 31, 2025, primarily to comply with financial assurance requirements relating to environmental remediation and post-closure care, to provide collateral for the Company’s workers’ compensation program and to guarantee taxes and duties for products shipped internationally. These surety bonds expire at various dates and are expected to be renewed annually as required.
LTF is a venture in which the Company owns 45 percent and its partner, Borregaard ASA, owns 55 percent. The Company is a guarantor of LTF’s financing agreements and, in the event of default, expects it would only be liable for its proportional share of any repayment under the agreements. 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 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.
F-52
Table of Contents
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 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. As of December 31, 2025, all of the Company’s collective bargaining agreements covering its unionized employees were current.
F-53
Table of Contents
Rayonier Advanced Materials Inc.
Schedule II—Valuation and Qualifying Accounts
(in thousands)
Additions
Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Period
Allowance for credit loss
December 31, 2025 $ 1,057 $ 174 $ — $ ( 360 ) $ 871
December 31, 2024 $ 653 $ 822 $ ( 28 ) $ ( 390 ) $ 1,057
December 31, 2023 $ 1,064 $ 105 $ — $ ( 516 ) $ 653
Allowance for sales returns
December 31, 2025 $ 947 $ — $ ( 359 ) $ — $ 588
December 31, 2024 $ 591 $ — $ 356 $ — $ 947
December 31, 2023 $ 782 $ — $ ( 191 ) $ — $ 591
Deferred tax asset valuation allowance
December 31, 2025 $ 86,082 $ 355,805 $ — $ — $ 441,887
December 31, 2024 $ 78,858 $ 7,224 $ — $ — $ 86,082
December 31, 2023 $ 71,353 $ 7,505 $ — $ — $ 78,858
Self-insurance liabilities
December 31, 2025 $ 325 $ 869 $ — $ ( 542 ) $ 652
December 31, 2024 $ 549 $ 99 $ — $ ( 323 ) $ 325
December 31, 2023 $ 478 $ 448 $ — $ ( 377 ) $ 549
F-54