What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-05-02 compared with 2024-11-08 · 213 added, 396 removed, 413 unchanged (60% of the section changed)

11 unchanged sentences

Our MD&A should be read in conjunction with our Consolidated Financial Statements included in Item 1 of this report, our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) and information contained in our subsequent reports filed with the Securities and Exchange Commission (the “SEC”).

In March 2025, we entered into a purchase and sale agreement to divest our entire 77% interest in the New Zealand joint venture.

Accordingly, the New Zealand joint venture’s financial results are reported as discontinued operations in our Consolidated Statements of Income and Comprehensive Income (Loss) for all periods presented.

Unless otherwise noted, amounts and disclosures throughout this MD&A relate to our continuing operations.

See Note 2 — Discontinued Operations for additional information regarding the sale of the New Zealand joint venture.

FORWARD-LOOKING STATEMENTS

Certain statements in this document regarding anticipated financial outcomes, including our earnings guidance, if any, business and market conditions, outlook, expected dividend rate, our business strategies, expected harvest schedules, timberland acquisitions and dispositions, the anticipated benefits of our business strategies, and other similar statements relating to our future events, developments, or financial or operational performance or results, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws.

Certain statements in this document regarding anticipated financial outcomes, including our earnings guidance, if any, business and market conditions, outlook, expected dividend rate, our business strategies, expected harvest schedules, timberland acquisitions and dispositions, the anticipated benefits of our business strategies, including the proposed sale of the entities holding our interest in the New Zealand joint venture, the expected timing of completing such proposed sale, and the anticipated use of proceeds from such proposed sale, and other similar statements relating to our future events, developments, or financial or operational performance or results, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws.

These forward-looking statements are identified by the use of words such as “may,” “will,” “should,” “expect,” “estimate,” “believe,” “intend,” “project,” “anticipate” and other similar language.

16 unchanged sentences

Our revenues, operating income and cash flows are primarily derived from the following core business segments:

Southern Timber, Pacific Northwest Timber, New Zealand Timber, Real Estate, and Trading.

As of September 30, 2024, we owned or leased under long-term agreements approximately 2.7 million acres of timberlands located in the U.S.

Southern Timber, Pacific Northwest Timber, Real Estate, and Trading.

Due to the pending sale of our entire 77% interest in the New Zealand joint venture, the results of our New Zealand operations have been reflected as discontinued operations.

See Note 2 — Discontinued Operations for additional information regarding the sale of the New Zealand joint venture.

As of March 31, 2025, we owned or leased under long-term agreements approximately 2.5 million acres of timberlands located in the U.S.

South (1.75 million acres), U.S.

Pacific Northwest (308,000 acres), and New Zealand (412,000 gross acres or 287,000 net plantable acres).

Our New Zealand timberlands are classified as assets held for sale on our Consolidated Balance Sheets.

SEGMENT INFORMATION

The Southern Timber, Pacific Northwest Timber and New Zealand Timber segments include all activities related to the harvesting of timber and other value-added activities such as the licensing of properties for hunting, the leasing of properties for mineral extraction and cell towers, the sale of carbon credits, and revenue from land-based solutions such as carbon capture and storage, solar, and wind energy.

Our New Zealand operations are conducted by Matariki Forestry Group, a joint venture (the “New Zealand subsidiary”), in which we maintain a 77% ownership interest.

See Note 4 - Noncontrolling Interests for additional information regarding our noncontrolling interests in the New Zealand Timber segment.

The Real Estate segment includes all U.S.

and New Zealand land or leasehold sales disaggregated into six sales categories:

The Southern Timber and Pacific Northwest Timber segments include all activities related to the harvesting of timber and other value-added activities such as the licensing of properties for hunting, the leasing of properties for mineral extraction and cell towers, and revenue from land-based solutions such as carbon capture and storage and solar energy.

The Real Estate segment includes all land sales disaggregated into six sales categories:

Improved Development, Unimproved Development, Rural, Timberland & Non-Strategic, Conservation Easements and Large Dispositions.

It also includes residential and commercial lease activity, primarily in the town of Port Gamble, Washington.

The Trading segment primarily reflects log trading activities in New Zealand and Australia conducted by our New Zealand subsidiary.

It also includes log trading activities conducted from the U.S.

The Trading segment reflects log trading activities conducted from the U.S.

South and Pacific Northwest.

Our Trading segment activities include an export services joint venture with a third-party forest manager in which Matariki Forests Trading Ltd maintains a 50% ownership interest.

The Trading segment complements the New Zealand Timber segment by providing added market intelligence, increasing the scale of export operations and achieving cost savings that directly benefit the New Zealand Timber segment.

This additional market intelligence also benefits our Southern and Pacific Northwest export log marketing.

ENVIRONMENTAL MATTERS

12 unchanged sentences

Our Pacific Northwest Timber segment relies primarily on domestic customers but also exports timber to China and Japan.

The Southern Timber and Pacific Northwest Timber segments rely on the strength of U.S.

lumber markets as well as underlying housing starts.

Our New Zealand Timber segment sells timber to domestic New Zealand wood products mills and also exports a significant portion of its volume to Asian markets, particularly in China and South Korea.

In addition to market dynamics in the Pacific Rim, the New Zealand Timber segment is subject to foreign exchange fluctuations, which can impact the operating results of the segment in U.S.

dollar terms.

Pricing in our timber segments is influenced by macroeconomic factors, including residential construction activity, and can also vary considerably on a local level based on weather, the available inventory of logs, mill demand, and export market access.

In our Southern Timber segment, pine pulpwood net stumpage realizations have generally stabilized due to improved demand from pulp mills and weather-related constraints in select markets on competing supply, while pine sawtimber net stumpage realizations have been constrained by softer demand from lumber mills.

In our Pacific Northwest Timber segment, weighted-average delivered log prices remain under pressure due to soft domestic demand and reduced export market tension.

In our New Zealand Timber segment, lower levels of construction activity in China continue to negatively impact export market demand and prices.

We are also subject to the risk of price fluctuations in certain of our cost components, primarily logging and transportation (cut and haul), ocean freight and demurrage costs.

Other major components of our cost of sales are the cost basis of timber sold (depletion) and the cost basis of real estate sold.

Depletion includes the amortization of capitalized site preparation, planting and fertilization, real estate taxes, timberland lease payments and certain payroll costs.

The cost basis of real estate sold includes the cost basis in land and costs directly associated with the development and construction of identified real estate projects, such as infrastructure, roadways, utilities, amenities and/or other improvements.

Other costs include amortization of capitalized costs related to road and bridge construction and software, depreciation of fixed assets and equipment, road maintenance, severance and excise taxes, fire prevention and real estate commissions and closing costs.

Our Real Estate segment is exposed to changes in interest and mortgage rates as higher rates could negatively impact buyer demand for the properties we sell.

However, our improved development projects, specifically Wildlight, our development project north of Jacksonville, Florida, and Heartwood, our development project south of Savannah, Georgia, continue to benefit from favorable migration and demographic trends, which have thus far outweighed the impacts of higher interest rates.

The Southern Timber and Pacific Northwest Timber segments are sensitive to the strength of U.S.

lumber markets, which are closely tied to housing starts.

The strength of U.S.

lumber markets could also be affected by potential tariffs on Canadian or European lumber arising from Executive Order 14223 Addressing the Threat to National Security from Imports of Timber, Lumber, and Their Derivative Products (March 1, 2025).

Additional tariffs could increase lumber prices and/or increase U.S.

domestic production of wood products to meet domestic demand, which could likewise increase domestic log demand and pricing.

However, this could potentially be partially offset by softer end-market demand due to increased construction costs and/or weaker overall market conditions stemming from changes in trade policy and/or broader economic uncertainty.

Pricing within our timber segments is subject to broad macroeconomic influences and local market conditions.

Residential construction activity is a key macroeconomic factor.

Locally, prices can fluctuate based on weather patterns, available log inventories, mill demand, and access to export markets.

Currently, in our Southern Timber segment, pine stumpage realizations continue to be constrained by competing log supply from salvage timber and weaker overall demand for pulpwood and sawtimber.

Meanwhile, the Pacific Northwest Timber segment has seen generally stable weighted-average delivered log prices due to balanced supply and demand.

While Executive Order 14225, Immediate Expansion of American Timber Production (March 1, 2025) could increase the supply of available timber from federal lands, any potential impacts would likely be most prevalent in the Pacific Northwest.

Further, despite the potential long-term increase in the supply of available timber, significant logistical and infrastructure-related challenges will likely limit near-term market impacts.

We are also subject to the risk of price fluctuations in key operational costs, which primarily include logging and transportation (cut and haul).

Additionally, our cost of sales is significantly influenced by the cost basis of timber sold (depletion) and real estate sold.

Depletion represents the amortization of capitalized site preparation, planting and fertilization, real estate taxes, timberland lease payments and certain payroll costs.

The cost basis of real estate sold includes land costs and direct development and construction expenses for specific projects, including infrastructure, roadways, utilities, amenities and other improvements.

While our timber and real estate sales are not directly subject to tariffs, to the extent that goods and/or services that we purchase in our operations are impacted by tariffs, this could lead to higher costs in our operations if vendors look to pass-through any such increased costs resulting from tariffs.

Other costs include amortization of capitalized road and bridge construction and software, depreciation of fixed assets and equipment, road maintenance, severance and excise taxes, fire prevention and real estate commissions and closing costs.

Our Real Estate segment is exposed to changes in interest and mortgage rates, which could negatively impact buyer demand.

However, our improved development projects, Wildlight, north of Jacksonville, Florida, and Heartwood, south of Savannah, Georgia, continue to benefit from favorable migration and demographic trends, which have so far outweighed the impacts of higher interest rates.

For additional information on market conditions impacting our business, see Results of Operations .

2 unchanged sentences

OUR TIMBERLANDS

Our timber operations are disaggregated into three geographically distinct segments:

Southern Timber, Pacific Northwest Timber and New Zealand Timber.

The following tables provide a breakdown of our timberland holdings as of September 30, 2024 and December 31, 2023:

(acres in 000s) As of September 30, 2024 As of December 31, 2023

Our timber operations are disaggregated into two geographically distinct segments:

Southern Timber and Pacific Northwest Timber.

The following tables provide a breakdown of our timberland holdings as of March 31, 2025 and December 31, 2024, including timberlands owned and leased by our 77% New Zealand joint venture interest, which are classified as assets held for sale on our Consolidated Balance Sheets.

(acres in 000s) As of March 31, 2025 As of December 31, 2024

Owned Leased Total Owned Leased Total

4 unchanged sentences

Louisiana 146 — 146 146 — 146

Oklahoma 91 — 91 91 — 91

South Carolina 15 — 15 15 — 15

7 unchanged sentences

Total 2,143 325 2,468 2,144 326 2,470

(a) Represents legal acres owned and leased by the New Zealand subsidiary, in which we own a 77% interest.

As of September 30, 2024, legal acres in New Zealand consisted of 289,000 plantable acres and 122,000 non-productive acres.

The following tables detail activity for owned and leased acres in our timberland holdings by state from December 31, 2023 to September 30, 2024:

(a) Represents legal acres owned and leased by our 77% New Zealand joint venture interest, which are now reflected as discontinued operations in our Consolidated Financial Statements.

As of March 31, 2025, legal acres in New Zealand were comprised of 287,000 plantable acres and 125,000 non-productive acres.

See Note 2 — Discontinued Operations for additional information.

The following tables detail activity for owned and leased acres in our timberland holdings by state from December 31, 2024 to March 31, 2025:

(acres in 000s) Acres Owned

December 31, 2024

Acquisitions Sales Other September 30, 2024

Acquisitions Sales Other March 31, 2025

Alabama 250 — — — 250

2 unchanged sentences

Louisiana 146 — — — 146

Oklahoma 91 — — — 91

South Carolina 15 — — — 15

7 unchanged sentences

Total 2,144 — (1) — 2,143

(a) Represents legal acres owned by the New Zealand subsidiary, in which we have a 77% interest.

(a) Represents legal acres owned by our 77% New Zealand joint venture interest, which are now reflected as discontinued operations in our Consolidated Financial Statements.

See Note 2 — Discontinued Operations for additional information.

(acres in 000s) Acres Leased

December 31, 2024

New Leases Sold/Expired Leases (a) Other (b) September 30, 2024

New Leases Sold/Expired Leases (a) Other March 31, 2025

Alabama 3 — — — 3

4 unchanged sentences

Pacific Northwest

Washington (c) 4 — (1) — 3

New Zealand (d) 233 — (3) 3 233

Washington (b) 3 — — — 3

New Zealand (c) 234 — — — 234

Total 326 — (1) — 325

(a) Includes acres previously under lease that have been harvested and activity for the relinquishment of leased acres.

(b) Includes adjustments for land mapping reviews.

(d) Represents legal acres leased by the New Zealand subsidiary, in which we have a 77% interest.

(b) Primarily timber reservations acquired in the merger with Pope Resources.

(c) Represents legal acres leased by our 77% New Zealand joint venture interest, which are now reflected as discontinued operations in our Consolidated Financial Statements.

See Note 2 — Discontinued Operations for additional information.

RESULTS OF OPERATIONS

2 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

Financial Information (in millions) 2025 2024

1 unchanged sentence

Pacific Northwest Timber 21.4 25.2

New Zealand Timber 66.8 70.4 166.3 175.4

Improved Development 3.3 1.8

Unimproved Development — 0.1 — 0.1

Rural 5.3 8.7

Timberland & Non-Strategic — 0.6

Conservation Easement 1.1 — 1.1 —

Deferred Revenue/Other (a) 1.6 4.4

1 unchanged sentence

Trading 0.4 3.0

Intersegment Eliminations (0.1) (0.1) (0.2) (0.4)

Total Sales $82.9 $113.7

2 unchanged sentences

Pacific Northwest Timber 0.7 (4.4)

New Zealand Timber (b) 8.9 17.6 19.3 19.3

Real Estate (1.0) (0.1)

Trading (0.5) —

Corporate and Other (c) (10.5) (9.4) (32.3) (28.3)

Corporate and Other (b) (9.3) (9.9)

Operating Income 0.1 8.6

Interest expense, net (6.4) (8.9)

Interest and other miscellaneous income, net (d) 12.8 0.5 8.8 21.7

Income tax (expense) benefit (e) — (0.6) 0.3 (1.8)

Net Income 30.4 22.7 35.8 49.3

Interest income 2.9 1.9

Other miscellaneous expense, net (c) (1.9) (7.1)

Income tax (expense) benefit (d) (0.3) 1.0

Loss from continuing operations (5.6) (4.5)

Income from discontinued operations, net of tax 2.5 6.8

Net (Loss) Income (3.1) 2.3

Net income attributable to noncontrolling interests in consolidated affiliates (0.4) (0.9)

Net Income Attributable to Rayonier, L.P.

$29.1 $19.5 $32.5 $47.4

Net income attributable to noncontrolling interests in the Operating Partnership (0.3) (0.3) (0.5) (0.8)

Net Income Attributable to Rayonier Inc.

$28.8 $19.2 $32.0 $46.6

Adjusted EBITDA (f)

Net (Loss) Income Attributable to Rayonier, L.P.

Net loss attributable to noncontrolling interests in the Operating Partnership 0.1 —

Net (Loss) Income Attributable to Rayonier Inc.

Adjusted EBITDA (e)

Southern Timber $27.0 $44.8

Pacific Northwest Timber 6.4 4.7

New Zealand Timber 14.6 23.5 33.7 37.9

Real Estate 2.0 4.6

2 unchanged sentences

Total Adjusted EBITDA $27.1 $44.6

(a) Includes deferred revenue adjustments, revenue true-ups and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue.

(b) The nine months ended September 30, 2023 includes $2.3 million of timber write-offs resulting from casualty events.

(c) The three and nine months ended September 30, 2024 includes $0.9 million and $1.6 million, respectively, of costs related to disposition initiatives.

(d) The three months ended September 30, 2024 includes $12.0 million of net recoveries associated with legal settlements, which is partially offset by $0.3 million of pension settlement charges.

The nine months ended September 30, 2024 includes $9.6 million of net recoveries associated with legal settlements, which is partially offset by $6.0 million of pension settlement charges.

The nine months ended September 30, 2023 includes $20.5 million of net recoveries associated with legal settlements.

(e) The nine months ended September 30, 2024 includes a $1.2 million income tax benefit related to the pension settlement.

(f) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators .

* All periods presented exclude results from our 77% New Zealand joint venture interest, which are now reflected as Discontinued Operations in the Consolidated Financial Statements.

See Note 2 — Discontinued Operations for additional information.

(a) Includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue.

(b) The three months ended March 31, 2025 includes $1.1 million of restructuring charges.

The three months ended March 31, 2024 includes $5.7 million of pension settlement charges and $1.3 million of net costs associated with legal settlements.

(d) The three months ended March 31, 2024 includes a $1.2 million income tax benefit related to the pension settlement.

(e) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators .

Three Months Ended

September 30, Nine Months Ended

September 30,

Southern Timber Overview 2025 2024

31 unchanged sentences

(b) Pulpwood and sawtimber product pricing for composite stumpage sales is estimated based on market data.

(d) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators .

Three Months Ended

September 30, Nine Months Ended

September 30,

Pacific Northwest Timber Overview 2025 2024

20 unchanged sentences

Net Stumpage Sales $11.0 $12.2

Land-Based Solutions (d) — — — 1.3

Other Non-Timber Sales 1.5 1.5 3.9 3.4

Non-Timber Sales 1.0 1.0

Total Sales $21.4 $25.2

1 unchanged sentence

(+) Depreciation, depletion and amortization 5.6 9.1

Adjusted EBITDA (e) $8.7 $7.8 $19.3 $21.7

Adjusted EBITDA (d) $6.4 $4.7

Period-End Acres (in thousands) 308 418

Sawtimber (in dollars per MBF) (f) $663 $726 $660 $722

Sawtimber (in dollars per MBF) (e) $692 $650

(a) Includes volumes sold to third-party exporters.

1 unchanged sentence

(d) Consists primarily of conservation easement sales for habitat protection in Q2 2023.

(e) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators .

(f) Delivered Sawtimber excluding chip-n-saw.

Three Months Ended

September 30, Nine Months Ended

September 30,

New Zealand Timber Overview 2024 2023 2024 2023

Sales Volume (in thousands of tons)

Domestic Pulpwood (Delivered) 64 58 171 163

Domestic Sawtimber (Delivered) 212 211 513 502

Export Pulpwood (Delivered) 67 55 212 167

Export Sawtimber (Delivered) 343 367 862 1,012

Total Volume 686 690 1,757 1,844

% Delivered Volume (vs.

Total Volume) 100 % 100 % 100 % 100 %

% Sawtimber Volume (vs.

Total Volume) 81 % 84 % 78 % 82 %

% Export Volume (vs.

Total Volume) (a) 60 % 61 % 61 % 64 %

Delivered Log Pricing (in dollars per ton)

Domestic Pulpwood $33.84 $32.92 $33.25 $34.60

Domestic Sawtimber 64.89 63.45 65.85 67.46

Export Sawtimber 104.48 95.23 104.75 102.93

Weighted Average Log Price $84.40 $79.47 $84.90 $86.15

Summary Financial Data (in millions of dollars)

Timber Sales $57.9 $54.9 $149.2 $158.8

Cut and Haul (b) (23.3) (22.2) (60.8) (63.2)

Port and Freight (b) (21.1) (16.4) (51.3) (48.8)

Net Stumpage Sales $13.5 $16.2 $37.1 $46.8

Carbon Credit Sales 8.6 15.3 16.4 15.7

Other Non-Timber Sales 0.3 0.2 0.6 0.9

Total Sales $66.8 $70.4 $166.3 $175.4

Operating Income $8.9 $17.6 $19.3 $19.3

(+) Timber write-offs resulting from casualty events (c) — — — 2.3

(+) Depreciation, depletion and amortization 5.6 6.0 14.5 16.3

Adjusted EBITDA (d) $14.6 $23.5 $33.7 $37.9

New Zealand Dollar to U.S.

Dollar Exchange Rate (e) 0.6085 0.6084 0.6082 0.6166

Net Plantable Period-End Acres (in thousands) 289 298 289 298

Export Sawtimber (in dollars per JAS m 3 )

$121.48 $110.72 $121.79 $119.68

Domestic Sawtimber (in $NZD per tonne) $117.30 $114.72 $119.09 $120.34

(a) Percentage of export volume reflects direct exports through our log export program.

(b) Prior year periods have been restated to reclassify certain export related costs from cut and haul to port and freight.

(c) Timber write-offs resulting from casualty events includes the write-off of merchantable and pre-merchantable timber volume damaged by casualty events that cannot be salvaged.

(d) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators .

(e) Represents the period-average rate.

(e) Delivered Sawtimber excluding chip-n-saw.

Three Months Ended

September 30, Nine Months Ended

September 30,

Real Estate Overview 2025 2024

1 unchanged sentence

Improved Development (a) $3.3 $1.8

Unimproved Development — 0.1 — 0.1

Rural 5.3 8.7

Timberland & Non-Strategic — 0.6

Conservation Easement 1.1 — 1.1 —

Deferred Revenue/Other (b) 1.6 4.4

1 unchanged sentence

Improved Development (a) 78.2 6.0

Unimproved Development — 10 — 10

Rural 953 1,498

3 unchanged sentences

Improved Development (a) $42,101 $303,156

Unimproved Development — 11,250 — 11,250

Rural 5,534 5,828

2 unchanged sentences

Weighted Average (Adjusted) (c) $5,534 $4,845

Operating Income $8.6 $9.2 $14.3 $18.7

Operating Loss ($1.0) ($0.1)

(+) Depreciation, depletion and amortization 0.6 1.7

2 unchanged sentences

(a) Reflects land with capital invested in infrastructure improvements.

(b) Includes deferred revenue adjustments, revenue true-ups and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue.

(b) Includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue.

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

Trading Overview * 2025 2024

Sales Volume (in thousands of tons)

NZ 41 42 173 252

Total Volume 1 23

1 unchanged sentence

Trading Sales $0.4 $3.0

Non-Timber Sales 0.4 0.4 1.1 1.3

Total Sales $0.4 $3.0

Operating (Loss) Income ($0.1) ($0.1) $0.1 $0.4

Operating Loss ($0.5) —

Adjusted EBITDA (a) ($0.5) —

* All periods presented exclude results from our 77% New Zealand joint venture interest, which are now reflected as Discontinued Operations in the Consolidated Financial Statements.

See Note 2 — Discontinued Operations for additional information.

(a) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators .

Three Months Ended

September 30, Nine Months Ended

September 30,

Capital Expenditures By Segment (in millions of dollars) * 2025 2024

11 unchanged sentences

Subtotal Pacific Northwest Timber $2.4 $4.1

New Zealand Timber

Reforestation, silviculture and other capital expenditures 2.5 3.1 6.8 7.6

Property taxes 0.2 0.2 0.6 0.6

Lease payments 1.4 1.3 3.5 2.6

Allocated overhead 0.7 0.6 2.0 2.0

Subtotal New Zealand Timber $4.8 $5.2 $12.9 $12.9

Total Timber Segments Capital Expenditures $12.0 $15.1

2 unchanged sentences

Total Capital Expenditures $12.0 $15.3

Timberland Acquisitions

Southern Timber $3.6 $4.7 $3.6 $10.4

Pacific Northwest Timber — — — 3.6

Timberland Acquisitions $3.6 $4.7 $3.6 $14.0

Real Estate Development Investments (a)

$8.9 $4.0 $19.1 $18.8

* All periods presented exclude results from our 77% New Zealand joint venture interest, which are now reflected as Discontinued Operations in the Consolidated Financial Statements.

See Note 2 — Discontinued Operations for additional information.

(a) Represents investments in master infrastructure or entitlements in our real estate development projects.

Real Estate Development Investments are amortized as the underlying properties are sold and included in Non-Cash Cost of Land and Improved Development.

The following tables summarize sales, operating income (loss) and Adjusted EBITDA variances for September 30, 2024 versus September 30, 2023 (millions of dollars):

Sales Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Intersegment Eliminations Total

Three Months Ended

September 30, 2023

Discontinued Operations * 2025 2024

Summary Financial Data by Historical Segment (in millions of dollars)

New Zealand Timber

Timber Sales $52.5 $42.2

Cut and Haul (20.4) (16.6)

Port and Freight (15.4) (12.1)

Net Stumpage Sales $16.7 $13.5

Carbon Credit Sales — 3.4

Other Non-Timber Sales 0.2 0.1

Total New Zealand Timber Sales $52.7 $45.7

Trading Sales 3.9 8.4

Non-Timber Sales 0.2 0.4

Total Trading Sales $4.1 $8.8

Corporate / Intersegment Eliminations

Non-Timber Sales — (0.1)

Total Corporate / Intersegment Eliminations — ($0.1)

Total Sales from discontinued operations $56.8 $54.4

Income from discontinued operations, net of tax $2.5 $6.8

* Due to the Company’s agreement to sell the entities that hold its entire 77% New Zealand joint venture interest, the New Zealand operating results are classified as Discontinued Operations in our Consolidated Financial Statements for all periods presented.

The following tables summarize sales, operating income (loss) and Adjusted EBITDA variances for March 31, 2025 versus March 31, 2024 (millions of dollars):

Sales Southern Timber Pacific Northwest Timber Real Estate Trading Total

Three Months Ended

March 31, 2024

$70.0 $25.2 $15.6 $3.0 $113.7

2 unchanged sentences

Non-timber sales (a) (0.1) 0.1 — — —

Other (2.6) (b) (2.6) (b) 6.0 (c) (2.0) (d) — — (1.2)

Other (2.2) (b) (3.1) (b) (3.2) (c) — (8.5)

Three Months Ended

September 30, 2024

March 31, 2025

$50.9 $21.4 $10.2 $0.4 $82.9

(a) For the Southern Timber segment, includes sales from carbon capture and storage ("CCS"), solar and wind energy contracts.

For the New Zealand Timber segment, includes carbon credit sales.

(a) For the Southern Timber segment, includes sales from carbon capture and storage ("CCS") and solar energy contracts.

(b) Includes variance due to stumpage versus delivered sales.

(d) Includes deferred revenue adjustments, revenue true-ups and marketing fees related to Improved Development sales in addition to Conservation Easement sales and residential and commercial lease revenue.

Sales Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Intersegment Eliminations Total

Nine Months Ended

September 30, 2023

$204.1 $96.1 $175.4 $79.5 $34.8 ($0.4) $589.5

Volume (10.3) (3.3) (7.4) 58.4 (7.2) — 30.2

Price (1.8) 0.5 (8.1) (62.7) (1.4) — (73.5)

Non-timber sales (a) 6.1 (0.9) 0.7 — (0.2) — 5.7

Foreign exchange (b) — — (0.9) — — — (0.9)

Other (6.8) (c) (15.7) (c) 6.6 (d) 1.4 (e) — 0.2 (14.3)

Nine Months Ended

September 30, 2024

$191.3 $76.7 $166.3 $76.6 $26.0 ($0.2) $536.7

(a) For the Southern Timber segment, includes sales from carbon capture and storage ("CCS"), solar and wind energy contracts.

For the Pacific Northwest Timber segment, includes Conservation Easement sales for habitat protection in Q2 2023.

For the New Zealand Timber segment, includes carbon credit sales.

(b) Net of currency hedging impact.

(d) Includes variance due to domestic versus export sales.

(e) Includes deferred revenue adjustments, revenue true-ups and marketing fees related to Improved Development sales in addition to Conservation Easement sales and residential and commercial lease revenue.

Operating Income (Loss) Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Corporate and Other Total

(c) Includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue.

Operating Income (Loss) Southern Timber Pacific Northwest Timber Real Estate Trading Corporate and Other Total

Three Months Ended

September 30, 2023

March 31, 2024

$23.0 ($4.4) ($0.1) — ($9.9) $8.6

3 unchanged sentences

Non-timber income (b) (0.1) 0.1 — — — —

Foreign exchange (c) — — 0.5 — — — 0.5

Depreciation, depletion & amortization 0.5 1.8 0.4 — 0.2 2.9

Non-cash cost of land and improved development — — (1.0) — — (1.0)

Other (d) — — — (0.5) — (0.9) (1.4)

Other (c) — — (1.2) — (1.1) (2.3)

Three Months Ended

September 30, 2024

$19.8 $0.8 $8.9 $8.6 ($0.1) ($10.5) $27.6

(a) For Timber segments, price reflects net stumpage realizations (i.e., net of cut and haul and shipping costs).

For Real Estate, price is presented net of cash closing costs.

(b) For the Southern Timber segment, includes income from carbon capture and storage (“CCS”), solar and wind energy contracts.

For the New Zealand Timber segment, includes income from carbon credit sales.

(d) Real Estate includes deferred revenue adjustments, revenue true-ups and marketing fees related to Improved Development sales in addition to Conservation Easement sales and residential and commercial lease revenue.

Corporate and Other includes $0.9 million of costs related to disposition initiatives.

Operating Income (Loss) Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Corporate and Other Total

Nine Months Ended

September 30, 2023

$62.6 ($6.5) $19.3 $18.7 $0.4 ($28.3) $66.1

Volume (5.4) (0.5) (1.5) 36.1 — — 28.7

Price (a) (1.8) 0.5 (8.1) (62.7) — — (72.1)

Cost (1.3) 0.6 0.7 2.6 (0.3) (2.3) —

Non-timber income (b) 5.7 (0.9) 1.0 — — — 5.8

Foreign exchange (c) — — 4.7 — — — 4.7

Depreciation, depletion & amortization 0.1 1.8 0.9 2.9 — (0.1) 5.6

Non-cash cost of land and improved development — — — 16.7 — — 16.7

Other (d) — — 2.3 — — (1.6) 0.8

Nine Months Ended

September 30, 2024

March 31, 2025

$10.1 $0.7 ($1.0) ($0.5) ($9.3) $0.1

1 unchanged sentence

For Real Estate, price is presented net of cash closing costs.

(b) For the Southern Timber segment, includes income from carbon capture and storage (“CCS”), solar and wind energy contracts.

For the Pacific Northwest Timber segment, includes Conservation Easement sales for habitat protection in Q2 2023.

For the New Zealand Timber segment, includes income from carbon credit sales.

(d) New Zealand Timber includes $2.3 million of timber write-offs resulting from casualty events in 2023.

Corporate and Other includes $1.6 million of costs related to disposition initiatives.

Adjusted EBITDA (a) Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Corporate and Other Total

(b) For the Southern Timber segment, includes income from carbon capture and storage (“CCS”) and solar energy contracts.

(c) Real Estate includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue.

Corporate and Other includes $1.1 million of restructuring charges.

Adjusted EBITDA (a) Southern Timber Pacific Northwest Timber Real Estate Trading Corporate and Other Total

Three Months Ended

September 30, 2023

March 31, 2024

$44.8 $4.7 $4.6 — ($9.4) $44.6

3 unchanged sentences

Non-timber income (c) (0.1) 0.1 — — — —

Foreign exchange (d) — — 0.5 — — — 0.5

Other (e) — — — (1.6) — — (1.6)

Other (d) — — (1.4) — — (1.4)

Three Months Ended

September 30, 2024

$37.9 $8.7 $14.6 $19.9 ($0.1) ($9.2) $71.8

(a) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators below.

(b) For Timber segments, price reflects net stumpage realizations (i.e., net of cut and haul and shipping costs).

For Real Estate, price is presented net of cash closing costs.

(c) For the Southern Timber segment, includes income from carbon capture and storage (“CCS”), solar and wind energy contracts.

For the New Zealand Timber segment, includes income from carbon credit sales.

(d) Net of currency hedging impact.

(e) Real Estate includes deferred revenue adjustments, revenue true-ups and marketing fees related to Improved Development sales in addition to Conservation Easement sales and residential and commercial lease revenue.

Adjusted EBITDA (a) Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Corporate and Other Total

Nine Months Ended

September 30, 2023

$124.2 $21.7 $37.9 $45.8 $0.4 ($27.1) $202.9

Volume (10.2) (2.6) (2.2) 58.4 — — 43.4

Price (b) (1.8) 0.5 (8.1) (62.7) — — (72.1)

Cost (1.3) 0.6 0.7 2.6 (0.3) (2.3) —

Non-timber income (c) 5.7 (0.9) 1.0 — — — 5.8

Foreign exchange (d) — — 4.4 — — — 4.4

Other (e) — — — (0.7) — — (0.7)

Nine Months Ended

September 30, 2024

March 31, 2025

$27.0 $6.4 $2.0 ($0.5) ($7.9) $27.1

2 unchanged sentences

For Real Estate, price is presented net of cash closing costs.

(c) For the Southern Timber segment, includes income from carbon capture and storage (“CCS”), solar and wind energy contracts.

For the Pacific Northwest Timber segment, includes Conservation Easement sales for habitat protection in Q2 2023.

For the New Zealand Timber segment, includes income from carbon credit sales.

(d) Net of currency hedging impact.

(d) Real Estate includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue.

SOUTHERN TIMBER

Third quarter sales of $62.0 million decreased $2.0 million, or 3%, versus the prior year period.

Harvest volumes decreased 13% to 1.57 million tons versus 1.81 million tons in the prior year period, primarily driven by wet ground conditions that constrained production as well as softer demand from lumber mills.

Average pine sawtimber stumpage realizations decreased 5% to $27.46 per ton versus $28.85 per ton in the prior year period, primarily due to softer demand from sawmills and an unfavorable geographic mix.

Average pine pulpwood stumpage realizations increased 4% to $17.21 per ton versus $16.54 per ton in the prior year period, primarily driven by improved demand from pulp mills and weather-related constraints on competing supply in certain markets.

First quarter sales of $50.9 million decreased $19.0 million, or 27%, versus the prior year period.

Harvest volumes decreased 21% to 1.58 million tons versus 2.01 million tons in the prior year period, primarily due to softer mill demand coupled with the impact of the Large Disposition we completed in Oklahoma in late 2024.

Average pine sawtimber stumpage realizations decreased 16% to $25.86 per ton versus $30.62 per ton in the prior year period, due to a combination of softer demand from Southern sawmills, competing log supply from salvage timber, and an unfavorable shift in geographic mix.

Average pine pulpwood stumpage realizations decreased 17% to $14.10 per ton versus $16.89 per ton in the prior year period, driven by the continued impact of salvage volume on the market, softer demand from pulp mills taking extended downtime, and an unfavorable shift in geographic mix.

Overall, weighted-average net stumpage realizations (including hardwood) decreased 19% to $18.64 per ton versus $23.07 per ton in the prior year period.

Non-timber sales of $16.7 million increased $6.8 million versus the prior year period, primarily driven by higher pipeline easement revenues and growth in our land-based solutions business.

Operating income of $19.8 million increased $1.2 million versus the prior year period as higher non-timber income ($6.2 million) and lower costs ($0.1 million) were partially offset by lower volumes ($2.6 million), higher depletion expense ($1.4 million), and lower net stumpage realizations ($1.1 million).

Third quarter Adjusted EBITDA of $37.9 million was $0.2 million above the prior year period.

Year-to-date sales of $191.3 million decreased $12.8 million, or 6%, versus the prior year period.

Harvest volumes decreased 8% to 5.25 million tons versus 5.71 million tons in the prior year period, primarily driven by wet ground conditions that constrained production and softer demand from lumber mills.

Average pine sawtimber stumpage realizations decreased 2% to $29.38 per ton versus $29.87 per ton in the prior year period, primarily due to softer demand from lumber mills.

Average pine pulpwood stumpage realizations increased 4% to $17.13 per ton versus $16.53 per ton in the prior year period primarily driven by improved demand from pulp mills.

Overall, weighted-average stumpage realizations (including hardwood) decreased 2% to $22.11 per ton versus $22.46 per ton in the prior year period.

Operating income of $59.9 million decreased $2.6 million versus the prior year period due to lower volumes ($5.4 million), lower net stumpage realizations ($1.8 million), and higher costs ($1.3 million), partially offset by higher non-timber income ($5.7 million) and lower depletion expense ($0.1 million).

Year-to-date Adjusted EBITDA of $116.6 million was 6%, or $7.6 million, below the prior year period.

Non-timber sales of $9.1 million decreased $0.1 million versus the prior year period, as lower pipeline easement revenues were largely offset by growth in our Land-Based Solutions business.

Operating income of $10.1 million decreased $12.9 million versus the prior year period due to lower net stumpage realizations ($7.0 million), lower volumes ($5.3 million), higher costs ($1.0 million), and lower non-timber income ($0.1 million), partially offset by lower depletion expense ($0.5 million).

First quarter Adjusted EBITDA of $27.0 million was 40%, or $17.8 million, below the prior year period.

PACIFIC NORTHWEST TIMBER

Third quarter sales of $27.2 million decreased $2.1 million, or 7%, versus the prior year period.

Harvest volumes increased 10% to 319,000 tons versus 290,000 tons in the prior year period.

Average delivered prices for domestic sawtimber decreased 12% to $95.27 per ton versus $108.20 per ton in the prior year period due to a combination of weaker demand from domestic lumber mills and an unfavorable species / product mix, as a lower proportion of Douglas-fir sawtimber was harvested in the current year period.

Average delivered pulpwood prices decreased 9% to $30.14 per ton versus $33.09 per ton in the prior year period, primarily due to softer mill demand in the region.

Operating income of $0.8 million versus an operating loss of $0.6 million in the prior year period was driven by lower depletion expense ($1.3 million), lower costs ($0.8 million), and higher volumes ($0.4 million), partially offset by lower net stumpage realizations ($1.1 million).

Third quarter Adjusted EBITDA of $8.7 million was 12%, or $0.9 million, above the prior year period.

Year-to-date sales of $76.7 million decreased $19.3 million, or 20%, versus the prior year period.

Harvest volumes decreased 8% to 929,000 tons versus 1,006,000 tons in the prior year period, primarily due to the Large Disposition we completed in Oregon in late 2023.

Average delivered prices for domestic sawtimber decreased 9% to $90.06 per ton versus $98.89 per ton in the prior year period primarily due to softer demand from domestic lumber mills and less competition from export markets.

Average delivered pulpwood prices decreased 27% to $29.85 per ton versus $40.67 per ton in the prior year period due to softer mill demand in the region.

An operating loss of $5.0 million versus an operating loss of $6.5 million in the prior year period was driven by lower depletion expense ($1.8 million), lower costs ($0.6 million), and improved net stumpage realizations ($0.5 million), partially offset by lower non-timber income ($0.9 million) and lower volumes ($0.5 million).

Year-to-date Adjusted EBITDA of $19.3 million was 11%, or $2.4 million, below the prior year period.

NEW ZEALAND TIMBER

Third quarter sales of $66.8 million decreased $3.7 million, or 5%, versus the prior year period.

Sales volumes decreased 1% to 686,000 tons versus 690,000 tons in the prior year period.

Average delivered prices for export sawtimber increased 10% to $104.48 per ton versus $95.23 per ton in the prior year period, as higher shipping costs were partially passed on to export customers through increased prices.

Average delivered prices for domestic sawtimber increased 2% to $64.89 per ton versus $63.45 per ton in the prior year period.

Despite higher delivered log prices, net stumpage realizations declined 16% versus the prior year quarter, largely due to elevated shipping and production costs.

Third quarter non-timber / carbon credit sales totaled $8.9 million versus $15.6 million in the prior year period, primarily due to a lower volume of carbon credits sold as compared to the prior year period.

Operating income of $8.9 million decreased $8.6 million versus the prior year period due to lower carbon credit income ($6.6 million), lower net stumpage realizations ($2.6 million), higher costs ($0.2 million), and lower volumes ($0.1 million), partially offset by favorable foreign exchange impacts ($0.5 million) and lower depletion rates ($0.3 million ).

Third quarter Adjusted EBITDA of $14.6 million was 38%, or $8.9 million, below the prior year period.

Year-to-date sales of $166.3 million decreased $9.2 million, or 5%, versus the prior year period.

Sales volumes decreased 5% to 1.76 million tons versus 1.84 million tons in the prior year period.

Average delivered prices for export sawtimber increased 2% to $104.75 per ton versus $102.93 per ton in the prior year period, as higher shipping costs were partially passed on to export customers through increased prices.

Average delivered prices for domestic sawtimber decreased 2% to $65.85 per ton versus $67.46 per ton in the prior year period.

The decrease in domestic sawtimber prices was primarily driven by weaker domestic demand coupled with the decline in the NZ$/US$ exchange rate (US$0.61 per NZ$1.00 versus US$0.62 per NZ$1.00).

Excluding the impact of foreign exchange rates, domestic sawtimber prices decreased 1% versus the prior year period.

Year-to-date non-

timber / carbon credit sales totaled $17.1 million versus $16.6 million in the prior year period.

Operating income of $19.3 million was consistent with the prior year period due to favorable foreign exchange impacts ($4.7 million), the prior year write-off of timber basis due to a tropical cyclone casualty event ($2.3 million), higher carbon credit income ($1.0 million), lower depletion rates ($0.9 million), and lower costs ($0.7 million), largely offset by lower net stumpage realizations ($8.1 million) and lower volumes ($1.5 million).

Year-to-date Adjusted EBITDA of $33.7 million was 11%, or $4.2 million, below the prior year period.

Third quarter sales of $30.1 million decreased $1.1 million versus the prior year period, while operating income of $8.6 million decreased $0.6 million versus the prior year period.

Sales and operating income decreased versus the prior year period due to lower acres sold (2,916 acres sold versus 4,281 acres sold in the prior year period), partially offset by higher weighted-average prices ($8,835 per acre versus $5,781 per acre in the prior year period).

Improved Development sales of $12.0 million included $7.9 million from the Wildlight development project north of Jacksonville, Florida, $3.6 million from the Heartwood development project south of Savannah, Georgia, and $0.5 million from the sale of an industrial-use parcel in Kitsap County, Washington ($266,000 per acre).

Sales in Wildlight consisted of two residential pod sales totaling 104 acres for $7.7 million ($74,000 per acre) and two small non-residential sales totaling $0.2 million.

Sales in Heartwood consisted of an 8.8-acre commercial parcel for $3.6 million ($410,000 per acre).

First quarter sales of $21.4 million decreased $3.8 million, or 15%, versus the prior year period.

Harvest volumes decreased 18% to 261,000 tons versus 317,000 tons in the prior year period, primarily due to the impact of the Large Dispositions completed in the fourth quarter of 2024.

Average delivered prices for domestic sawtimber increased 7% to $90.58 per ton versus $84.31 per ton in the prior year period, primarily due to improved demand from domestic lumber mills in response to higher lumber prices and a favorable geographic mix.

Average delivered pulpwood prices increased 3% to $30.05 per ton versus $29.31 per ton in the prior year period due to modestly improved supply/demand dynamics.

Operating income of $0.7 million versus an operating loss of ($4.4) million in the prior year period was driven by lower costs ($1.8 million), lower depletion expense ($1.8 million), higher net stumpage realizations ($1.3 million), lower variable costs ($0.1 million), and higher non-timber income ($0.1 million).

First quarter Adjusted EBITDA of $6.4 million was 35%, or $1.6 million, above the prior year period.

First quarter sales of $10.2 million decreased $5.4 million versus the prior year period, while operating loss of ($1.0) million increased $0.8 million versus the prior year period.

Sales decreased and operating loss increased versus the prior year period due to fewer acres sold (1,031 acres sold versus 1,933 acres sold in the prior year period) and unfavorable deferred revenue adjustments, which were partially offset by higher weighted-average prices ($8,308 per acre versus $5,774 per acre in the prior year period).

Improved Development sales of $3.3 million included two residential pod sales totaling 78.2 acres ($42,000 per acre) in the Heartwood development project south of Savannah, Georgia.

This compares to Improved Development sales of $1.8 million in the prior year period.

1 unchanged sentence

This compares to prior year period sales of $8.7 million, which consisted of 1,498 acres at an average price of $5,828 per acre.

There were no Timberland & Non-Strategic sales in the third quarter.

This compares to prior year period sales of $1.1 million, which consisted of 466 acres at an average price of $2,266 per acre.

Third quarter Adjusted EBITDA of $19.9 million increased $1.1 million versus the prior year period.

Year-to-date sales of $76.6 million decreased $2.9 million versus the prior year period, while operating income of $14.3 million decreased $4.4 million versus the prior year period.

Sales and operating income decreased in the first nine months primarily due to lower weighted-average prices ($3,212 per acre versus $6,501 per acre in the prior year period), partially offset by significantly higher acres sold (19,450 acres sold versus 10,122 acres sold in the prior year period).

Year-to-date Adjusted EBITDA of $43.4 million decreased $2.4 million versus the prior year period.

Third quarter sales of $9.0 million increased $2.2 million versus the prior year period, primarily due to higher volumes and prices.

Sales volumes of 76,000 tons increased 24% versus the prior year period.

The Trading segment generated an operating loss of $0.1 million, which was consistent with the prior year period.

Year-to-date sales of $26.0 million decreased $8.7 million versus the prior year period, primarily due to lower volumes and prices.

Sales volumes of 236,000 tons decreased 21% versus the prior year period.

Year-to-date operating income and Adjusted EBITDA of $0.1 million decreased $0.3 million versus the prior year period.

There were no Timberland & Non-Strategic sales in the first quarter.

This compares to prior year period sales of $0.6 million, which consisted of a 430-acre transaction for $1,421 per acre.

First quarter Adjusted EBITDA of $2.0 million decreased $2.6 million versus the prior year period.

The Trading segment has been adjusted to exclude results associated with the Company’s New Zealand operations, which have been reclassified to discontinued operations.

First quarter sales of $0.4 million decreased $2.6 million versus the prior year period, primarily due to lower volumes.

Sales volumes were 1,000 tons in the first quarter, compared to 23,000 tons in the prior year period.

The Trading segment generated an operating loss of $0.5 million versus breakeven results in the prior year period.

CORPORATE AND OTHER EXPENSE / ELIMINATIONS

Third quarter corporate and other operating expenses of $10.5 million increased $1.1 million versus the prior year period, primarily due to $0.9 million of costs related to disposition initiatives and higher compensation and benefits expenses, partially offset by lower professional services fees.

Year-to-date corporate and other operating expenses of $32.3 million increased $4.0 million versus the prior year period, primarily due to $1.6 million of costs related to disposition initiatives, higher compensation and benefits expenses, and higher IT related expenses.

First quarter corporate and other operating expenses of $9.3 million decreased $0.6 million versus the prior year period, as lower compensation and benefits expenses and lower professional services fees were partially offset by $1.1 million of restructuring charges.

The restructuring charges were related to our previously announced workforce optimization initiative, which was effectuated during the first quarter.

INTEREST EXPENSE, NET

Third quarter and year-to-date interest expense of $10.0 million and $29.6 million decreased $2.6 million and $7.2 million, respectively, versus the prior year period, primarily due to lower average outstanding debt.

INTEREST AND OTHER MISCELLANEOUS INCOME, NET

Third quarter interest and other miscellaneous income of $12.8 million included $12.0 million of net recoveries associated with legal settlements, partially offset by $0.3 million of pension settlement charges.

Year-to-date interest and other miscellaneous income of $8.8 million includes $9.6 million of net recoveries associated with legal settlements, partially offset by $6.0 million of pension settlement charges.

This compares to prior year period interest and other miscellaneous income of $21.7 million, which included $20.5 million of net recoveries associated with legal settlements.

First quarter interest expense of $6.4 million decreased $2.6 million versus the prior year period, primarily due to lower average outstanding debt.

INTEREST INCOME

First quarter interest income of $2.9 million increased $1.0 million versus the prior year period, primarily due to higher cash on hand following the Large Dispositions completed in late 2024.

OTHER MISCELLANEOUS EXPENSE, NET

First quarter other miscellaneous expense of $1.9 million included $1.7 million of net costs associated with legal settlements.

This compares to prior year period other miscellaneous expense of 7.1 million, which included a $5.7 million pension settlement charge and $1.3 million of net costs associated with legal settlements.

INCOME TAX (EXPENSE) BENEFIT

Third quarter income tax expense decreased $0.5 million versus the prior year period.

Year-to-date income tax benefit of $0.3 million versus income tax expense of $1.8 million in the prior year period was primarily due to a $1.2 million tax benefit associated with the pension termination and settlement.

The New Zealand subsidiary is the primary driver of income tax expense.

In our Southern Timber segment, we now expect full-year harvest volumes slightly below the lower end of our prior guidance range due to the disposition of approximately 91,000 acres in Oklahoma as well as weather-related impacts in certain markets.

In our Pacific Northwest Timber segment, we now expect full-year harvest volumes slightly below the lower end of our prior guidance range due to the disposition of approximately 109,000 acres in Washington.

In our New Zealand Timber segment, we expect full-year harvest volumes in line with our prior guidance and lower carbon credit sales, softer export markets, and elevated shipping costs.

In our Real Estate segment, we continue to expect strong fourth quarter closing activity, contingent on the timing of several large transactions.

First quarter income tax expense of $0.3 million versus income tax benefit of $1.0 million in the prior year period was primarily due to a $1.2 million tax benefit associated with the Company’s pension plan termination and settlement in the prior year period.

INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX

Discontinued operations consists of the operations of our New Zealand joint venture.

First quarter income from discontinued operations, net of tax was $2.5 million versus $6.8 million in the prior year period.

See Note 2 — Discontinued Operations for additional information.

SHARE REPURCHASES

During the first quarter, the Company repurchased 95,000 shares at an average price of $27.61 per share, or $2.6 million in total.

As of March 31, 2025, the Company had approximately 156.0 million common shares and 2.1 million Redeemable Operating Partnership Units outstanding.

See the subsequent events section of Note 1 — Basis of Presentation for information regarding shares repurchased subsequent to March 31, 2025.

In our Southern Timber segment, we now expect to achieve full-year harvest volumes of 6.9 to 7.0 million tons—toward the lower end of our prior guidance range—as we continue to opportunistically flex volume in response to market conditions.

The impact of salvage volume entering the market following Hurricane Helene in 2024 continues to negatively impact some of our operating areas.

However, we expect pine stumpage realizations to trend higher from first quarter levels as salvage efforts moderate and operating conditions normalize in the coming quarters.

In addition, we continue to expect lower non-timber income for full-year 2025 as compared to the prior year.

In our Pacific Northwest Timber segment, we remain on track to achieve full-year harvest volumes of approximately 0.9 million tons.

Further, we continue to expect that full-year weighted-average log pricing will trend higher versus the prior year due to higher lumber prices, healthy demand from domestic sawmills, and the anticipated impact of increased duties on Canadian lumber in the second half of the year.

Turning to our Real Estate segment, we are encouraged by our transaction pipeline for the balance of the year, but expect closing activity will be heavily concentrated in the third and fourth quarters.

LIQUIDITY AND CAPITAL RESOURCES

5 unchanged sentences

SUMMARY OF LIQUIDITY AND FINANCING COMMITMENTS

September 30, December 31,

March 31, December 31,

(millions of dollars) 2025 2024

6 unchanged sentences

Net debt to enterprise value (b)(c) 16 % 16 %

(a) Total debt as of September 30, 2024 and December 31, 2023 reflects principal on long-term debt, gross of deferred financing costs and unamortized discounts.

(a) Total debt as of March 31, 2025 and December 31, 2024 reflects principal on long-term debt, gross of deferred financing costs and unamortized discounts.

(b) Net debt is calculated as total debt less cash and cash equivalents.

“OP” units) plus net debt based on Rayonier’s share price of $32.18 and $33.41 as of September 30, 2024 and December 31, 2023, respectively.

“OP” units) plus net debt based on Rayonier’s share price of $27.88 and $26.10 as of March 31, 2025 and December 31, 2024, respectively.

AT-THE-MARKET (“ATM”) EQUITY OFFERING PROGRAM

On November 4, 2022 we entered into a new distribution agreement with a group of sales agents through which we may sell common shares, from time to time, having an aggregate sales price of up to $300 million (the “2022 ATM Program”).

As of September 30, 2024, $269.7 million remains available for issuance under the 2022 ATM Program.

The following table outlines common share issuances pursuant to our ATM program (dollars in millions):

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Common shares issued under the ATM program — — — 400

Average price of common shares issued under the ATM program — — — $34.03

The following table summarizes our cash flows from operating, investing and financing activities for the nine months ended September 30, 2024 and 2023:

As of March 31, 2025, $269.7 million remains available for issuance under the 2022 ATM Program.

There were no shares issued under the ATM program during the three months ended March 31, 2025 and 2024.

The following table summarizes our cash flows from operating, investing and financing activities for the three months ended March 31, 2025 and 2024:

(millions of dollars) 2025 2024

6 unchanged sentences

CASH USED FOR INVESTING ACTIVITIES

Cash used for investing activities decreased $4.8 million from the prior year period, due to lower cash used for timberland acquisitions ($10.4 million), partially offset by higher real estate development investments ($0.3 million) and lower proceeds from other investing activities ($5.2 million).

Cash used for investing activities decreased $2.6 million from the prior year period, due to lower capital expenditures ($3.2 million), lower real estate development investments ($1.4 million), and lower capital expenditures from discontinued operations ($1.0 million), partially offset by higher cash used for other investing activities ($3.0 million).

CASH USED FOR FINANCING ACTIVITIES

Cash used for financing activities increased $41.4 million from the prior year period.

This is primarily due to higher repayments of debt ($60.0 million), higher dividends paid on common shares ($30.5 million), and higher distributions to noncontrolling interests in consolidated affiliates ($5.5 million), partially offset by lower distributions to noncontrolling interests in the Operating Partnership ($0.1 million) and lower costs associated with the issuance of common shares under the ATM equity offering program ($0.1 million).

This is primarily due to higher dividends paid on common shares ($38.2 million), increases in share repurchases ($2.6 million), higher distributions to noncontrolling interests in the Operating Partnership ($0.4 million) and higher distributions to noncontrolling interests in consolidated affiliates ($0.2 million).

FUTURE USES OF CASH

1 unchanged sentence

common shares and distributions on Rayonier, L.P.

units, distributions to noncontrolling interests, and repurchases of the Company’s common shares to satisfy other commitments.

units, and repurchases of the Company’s common shares to satisfy other commitments.

Significant long-term uses of cash include the following (in millions):

2 unchanged sentences

Long-term debt (a) $1,050.0 — $200.0 $400.0 $450.0

Current maturities of long-term debt 22.0 — 22.0 — —

Interest payments on long-term debt (b) 179.5 39.7 76.6 44.6 18.6

7 unchanged sentences

See Note 7 - Debt for additional information.

(b) Projected interest payments for variable-rate debt were calculated based on outstanding principal amounts and interest rates as of September 30, 2024 and excludes the impact of hedging.

(b) Projected interest payments for variable-rate debt were calculated based on outstanding principal amounts and interest rates as of March 31, 2025 and excludes the impact of hedging.

2 unchanged sentences

(e) Commitments — other includes other purchase obligations.

We expect to fund future uses of cash with a combination of existing cash balances, cash generated by operating activities, the remaining issuances available under the Company’s ATM Program, Large Dispositions and the use of our revolving credit facilities.

We believe we have sufficient sources of funding to meet our business requirements for the next 12 months and in the longer term.

9 unchanged sentences

Future share repurchases, if any, will depend on the Company’s liquidity and cash flow, as well as general market conditions and other considerations including capital allocation priorities.

We made cash contributions of $2.7 million in 2024 in order to fund the Defined Benefit Plan on a plan termination basis.

Additionally, we settled the Excess Benefit Plan with lump sum cash payments of $1.2 million in 2024.

We have no mandatory contribution requirements remaining in 2024.

See Note 15 — Employee Benefit Plans for additional information.

Full-year 2024 cash tax payments are expected to be bet ween $5.0 million and $6.0 million, primarily related to the New Zealand subsidiary.

OFF-BALANCE SHEET ARRANGEMENTS

3 unchanged sentences

Off-balance sheet arrangements are not considered a source of liquidity or capital resources and do not expose us to material risks or material unfavorable financial impacts.

See Note 11 — Guarantees for details on the letters of credit and surety bonds as of September 30, 2024.

See Note 12 — Guarantees for details on the letters of credit and surety bonds as of March 31, 2025.

SUMMARY OF GUARANTOR FINANCIAL INFORMATION

16 unchanged sentences

The summarized balance sheet information for the consolidated obligor group of debt issued by Rayonier, L.P.

for the nine months ended September 30, 2024 and year ended December 31, 2023 are provided in the table below:

(in millions) September 30, 2024 December 31, 2023

for the three months ended March 31, 2025 and year ended December 31, 2024 are provided in the table below:

(in millions) March 31, 2025 December 31, 2024

Current assets $219.9 $311.9

4 unchanged sentences

The summarized results of operations information for the consolidated obligor group of debt issued by Rayonier, L.P.

for the nine months ended September 30, 2024 and year ended December 31, 2023 are provided in the table below:

(in millions) September 30, 2024 December 31, 2023

for the three months ended March 31, 2025 and year ended December 31, 2024 are provided in the table below:

(in millions) March 31, 2025 December 31, 2024

Cost and expenses ($7.3) ($35.4)

7 unchanged sentences

These measures are not defined by Generally Accepted Accounting Principles (“GAAP”), and the discussion of Adjusted EBITDA and CAD is not intended to conflict with or change any of the GAAP disclosures described above.

Management uses CAD as a liquidity measure.

CAD is a non-GAAP measure of cash generated during a period that is available for common share dividends, distributions to Operating Partnership unitholders, distributions to noncontrolling interests, repurchase of the Company’s common shares, debt reduction, timberland acquisitions and real estate development investments.

CAD is defined as cash provided by operating activities adjusted for capital spending (excluding timberland acquisitions and real estate development investments) and working capital and other balance sheet changes.

CAD is not necessarily indicative of the CAD that may be generated in future periods.

Management uses Adjusted EBITDA as a performance measure.

1 unchanged sentence

It excludes specific items that management believes are not indicative of the Company’s ongoing operating results.

We define Adjusted EBITDA as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and improved development, non-operating (income) expense, costs related to disposition initiatives, timber write-offs resulting from casualty events and Large Dispositions.

We reconcile Adjusted EBITDA to Net Income for the consolidated Company and to Operating Income for the segments, as those are the most comparable GAAP measures for each.

The following table provides a reconciliation of Net Income to Adjusted EBITDA for the respective periods (in millions of dollars):

We define Adjusted EBITDA as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and improved development, non-operating expense, income from discontinued operations, restructuring charges and Large Dispositions.

Management uses CAD as a liquidity measure.

CAD is a non-GAAP measure of cash generated during a period that is available for common share dividends, distributions to Operating Partnership unitholders, repurchase of the Company’s common shares, debt reduction, timberland acquisitions and real estate development investments.

CAD is not necessarily indicative of the CAD that may be generated in future periods.

We reconcile Adjusted EBITDA to Net (Loss) Income for the consolidated Company and to Operating Income (Loss) for the segments, as those are the most comparable GAAP measures for each.

The following table provides a reconciliation of Net (Loss) Income to Adjusted EBITDA for the respective periods (in millions of dollars):

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net Income to Adjusted EBITDA Reconciliation

Net Income $30.4 $22.7 $35.8 $49.3

Net (Loss) Income to Adjusted EBITDA Reconciliation

Net (Loss) Income ($3.1) $2.3

Income from discontinued operations, net of tax (a) (2.5) (6.8)

Interest, net and miscellaneous income 3.5 7.1

Income tax expense (benefit) (a) — 0.6 (0.3) 1.8

Income tax expense (benefit) (b) 0.3 (1.0)

Depreciation, depletion and amortization 23.5 33.1

Non-cash cost of land and improved development 2.4 3.0

Non-operating (income) expense (b) (11.5) 0.1 (3.3) (20.5)

Costs related to disposition initiatives (c) 0.9 — 1.6 —

Timber write-offs resulting from casualty events (d) — — — 2.3

Non-operating expense (c) 1.8 7.0

Restructuring charges (d) 1.1 —

Adjusted EBITDA $27.1 $44.6

(a) The nine months ended September 30, 2024 includes a $1.2 million income tax benefit related to the pension settlement.

(b) The three months ended September 30, 2024 includes $12.0 million of net recoveries associated with legal settlements, which is partially offset by $0.3 million of pension settlement charges.

The nine months ended September 30, 2024 includes $9.6 million of net recoveries associated with legal settlements, which is partially offset by $6.0 million of pension settlement charges.

The nine months ended September 30, 2023 includes $20.5 million of net recoveries associated with legal settlements.

(c) Costs related to disposition initiatives include legal, advisory, and other due diligence costs incurred in connection with our asset disposition plan, which was announced in November 2023.

(d) Timber write-offs resulting from casualty events includes the write-off of merchantable and pre-merchantable timber volume damaged by casualty events which cannot be salvaged.

(a) Income from discontinued operations, net of tax includes income generated by the Company's New Zealand joint venture interest, which is now reflected as discontinued operations due to its pending disposition.

(b) The three months ended March 31, 2024 includes a $1.2 million income tax benefit related to the pension settlement.

The three months ended March 31, 2024 includes $5.7 million of pension settlement charges and $1.3 million of net costs associated with legal settlements.

(d) Restructuring charges include severance costs related to workforce optimization initiatives.

The following tables provide a reconciliation of Operating Income (Loss) by segment to Adjusted EBITDA by segment for the respective periods (in millions of dollars):

Three Months Ended Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Corporate

September 30, 2024

Operating income (loss) $19.8 $0.8 $8.9 $8.6 ($0.1) ($10.5) $27.6

Costs related to disposition initiatives (a) — — — — — 0.9 0.9

Depreciation, depletion and amortization 18.1 7.8 5.6 1.5 — 0.4 33.5

Non-cash cost of land and improved development — — — 9.8 — — 9.8

Adjusted EBITDA $37.9 $8.7 $14.6 $19.9 ($0.1) ($9.2) $71.8

September 30, 2023

Operating income (loss) $18.6 ($0.6) $17.6 $9.2 ($0.1) ($9.4) $35.4

Depreciation, depletion and amortization 19.2 8.3 6.0 3.1 — 0.4 37.0

Non-cash cost of land and improved development — — — 6.6 — — 6.6

Adjusted EBITDA $37.8 $7.8 $23.5 $18.9 ($0.1) ($9.0) $78.9

(a) Costs related to disposition initiatives include legal, advisory, and other due diligence costs incurred in connection with our asset disposition plan, which was announced in November 2023.

Nine Months Ended Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Corporate

September 30, 2024

Three Months Ended Southern Timber Pacific Northwest Timber Real Estate Trading Corporate

March 31, 2025

Operating income (loss) $10.1 $0.7 ($1.0) ($0.5) ($9.3) $0.1

Costs related to disposition initiatives (a) — — — — — 1.6 1.6

Depreciation, depletion and amortization 16.9 5.6 0.6 — 0.4 23.5

Non-cash cost of land and improved development — — 2.4 — — 2.4

Restructuring charges (a) — — — — 1.1 1.1

Adjusted EBITDA $27.0 $6.4 $2.0 ($0.5) ($7.9) $27.1

September 30, 2023

March 31, 2024

Operating income (loss) $23.0 ($4.4) ($0.1) — ($9.9) $8.6

Timber write-offs resulting from casualty events (b) — — 2.3 — — — 2.3

Depreciation, depletion and amortization 21.8 9.1 1.7 — 0.4 33.1

1 unchanged sentence

Adjusted EBITDA $44.8 $4.7 $4.6 — ($9.4) $44.6

(a) Costs related to disposition initiatives include legal, advisory, and other due diligence costs incurred in connection with our asset disposition plan, which was announced in November 2023.

(b) Timber write-offs resulting from casualty events includes the write-off of merchantable and pre-merchantable timber volume damaged by casualty events which cannot be salvaged.

(a) Restructuring charges include severance costs related to workforce optimization initiatives.

The following table provides a reconciliation of Cash Provided by Operating Activities to Adjusted CAD (in millions of dollars):

Nine Months Ended September 30,

Three Months Ended March 31,

Cash provided by operating activities $27.7 $52.3

Cash provided by operating activities from discontinued operations (9.0) (5.2)

Capital expenditures (a) (12.0) (15.3)

Net recovery on legal settlements (b) (9.6) (20.5)

Working capital and other balance sheet changes 13.6 (0.7)

4 unchanged sentences

Cash used for financing activities ($116.5) ($75.1)

(a) Capital expenditures exclude timberland acquisitions and real estate development investments.

(b) Net recovery on legal settlements reflects the net gain from litigation regarding insurance claims.

(a) Capital expenditures exclude real estate development investments.

The following table provides supplemental cash flow data (in millions of dollars):

Nine Months Ended September 30,

Purchase of timberlands ($3.6) ($14.0)

Three Months Ended March 31,

Real Estate Development Investments ($4.1) ($5.5)

4 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis