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Item 1. Financial Statements

2025-08-08 compared with 2025-05-02 · 583 added, 282 removed, 984 unchanged (47% of the section changed)

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

SALES ( NOTE 4 )

3 unchanged sentences

Selling and general expenses ( 16,922 ) ( 20,609 ) ( 33,613 ) ( 39,589 )

Other operating (expense) income, net ( Note 15 )

Other operating expense, net ( Note 15 )

( 165 ) ( 183 ) ( 1,384 ) ( 152 )

( 91,993 ) ( 95,092 ) ( 174,855 ) ( 200,164 )

OPERATING INCOME 14,545 4,547 14,604 13,179

2 unchanged sentences

Other miscellaneous expense, net ( 561 ) ( 1,173 ) ( 2,404 ) ( 8,253 )

LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES ( 5,301 ) ( 5,501 )

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 9,769 ( 3,896 ) 4,467 ( 9,397 )

Income tax (expense) benefit ( Note 16 )

LOSS FROM CONTINUING OPERATIONS ( 5,592 ) ( 4,510 )

— — ( 291 ) 991

INCOME (LOSS) FROM CONTINUING OPERATIONS 9,769 ( 3,896 ) 4,176 ( 8,406 )

DISCONTINUED OPERATIONS, NET ( NOTE 2 )

Income from discontinued operations, net of tax 2,507 6,816

NET (LOSS) INCOME ( 3,085 ) 2,306

Net loss (income) attributable to noncontrolling interests in the Operating Partnership 46 ( 20 )

Net income attributable to noncontrolling interests in consolidated affiliates ( 385 ) ( 929 )

NET (LOSS) INCOME ATTRIBUTABLE TO RAYONIER INC.

(Loss) income from operations of discontinued operations, net of tax ( 625 ) 6,931 1,883 13,747

Gain on sale of discontinued operations 404,463 — 404,463 —

INCOME FROM DISCONTINUED OPERATIONS 403,838 6,931 406,346 13,747

NET INCOME 413,607 3,035 410,522 5,341

Net income attributable to noncontrolling interests in the Operating Partnership ( 5,476 ) ( 26 ) ( 5,430 ) ( 46 )

Net loss (income) attributable to noncontrolling interests in consolidated affiliates 577 ( 1,106 ) 192 ( 2,035 )

NET INCOME ATTRIBUTABLE TO RAYONIER INC.

408,708 1,903 405,284 3,260

OTHER COMPREHENSIVE (LOSS) INCOME, RELATING TO CONTINUING OPERATIONS

OTHER COMPREHENSIVE INCOME (LOSS), RELATING TO CONTINUING OPERATIONS

Cash flow hedges, net of income tax effect of $ 0 , $ 0 , $ 0 and $ 0

1 unchanged sentence

Pension and postretirement benefit plans, net of income tax effect of $ 0 , $ 0 , $ 0 and $ 1,222

( 2 ) — ( 3 ) 9,562

OTHER COMPREHENSIVE INCOME (LOSS), RELATING TO DISCONTINUED OPERATIONS

3 unchanged sentences

7,368 2,295 9,080 ( 2,502 )

Total other comprehensive loss ( 3,416 ) ( 4,423 )

COMPREHENSIVE LOSS ( 6,501 ) ( 2,117 )

Comprehensive loss attributable to noncontrolling interests in the Operating Partnership 98 17

Comprehensive (income) loss attributable to noncontrolling interests in consolidated affiliates ( 897 ) 947

COMPREHENSIVE LOSS ATTRIBUTABLE TO RAYONIER INC.

Deconsolidation of discontinued operations, net of income tax effect of $ 0 , $ 0 , $ 0 and $ 0

29,068 — 29,068 —

(LOSS) EARNINGS PER COMMON SHARE ( NOTE 6 )

BASIC (LOSS) EARNINGS PER SHARE ATTRIBUTABLE TO RAYONIER INC.

Total other comprehensive income 47,308 6,212 43,893 1,789

COMPREHENSIVE INCOME 460,915 9,247 454,415 7,130

Comprehensive income attributable to noncontrolling interests in the Operating Partnership ( 6,071 ) ( 100 ) ( 5,973 ) ( 83 )

Comprehensive income attributable to noncontrolling interests in consolidated affiliates ( 1,707 ) ( 1,920 ) ( 2,605 ) ( 972 )

COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.

$ 453,137 $ 7,227 $ 445,837 $ 6,075

EARNINGS (LOSS) PER COMMON SHARE ( NOTE 6 )

BASIC EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO RAYONIER INC.

Continuing Operations $ 0.06 ($ 0.03 ) $ 0.03 ($ 0.06 )

1 unchanged sentence

Net Income $ 2.63 $ 0.01 $ 2.62 $ 0.02

DILUTED (LOSS) EARNINGS PER SHARE ATTRIBUTABLE TO RAYONIER INC.

DILUTED EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO RAYONIER INC.

Continuing Operations $ 0.06 ($ 0.03 ) $ 0.03 ($ 0.06 )

6 unchanged sentences

(Dollars in thousands)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

CURRENT ASSETS

9 unchanged sentences

Current assets of discontinued operations ( Note 2 )

483,353 47,320

Total current assets 959,923 436,893

19 unchanged sentences

Accounts payable $ 14,850 $ 16,914

Current maturities of long-term debt, net ( Note 7 )

Accrued taxes 6,419 1,840

5 unchanged sentences

Current liabilities of discontinued operations ( Note 2 )

227,991 47,335

Total current liabilities 274,250 388,710

12 unchanged sentences

Retained earnings 545,087 257,254

Accumulated other comprehensive loss ( Note 17 )

Accumulated other comprehensive income (loss) ( Note 17 )

30,712 ( 10,429 )

2 unchanged sentences

Noncontrolling interests in consolidated affiliates ( Note 5 )

10,207 11,221

TOTAL SHAREHOLDERS’ EQUITY 2,302,217 1,780,533

7 unchanged sentences

Earnings Accumulated

Comprehensive Loss Noncontrolling Interests in Consolidated Affiliates Shareholders’

Comprehensive Income (Loss) Noncontrolling Interests in Consolidated Affiliates Shareholders’

Shares Amount

Balance, January 1, 2025 148,536,643 $ 1,522,487 $ 257,254 ($ 10,429 ) $ 11,221 $ 1,780,533

Net (loss) income — — ( 3,470 ) — 385 ( 3,085 )

Loss from continuing operations — — ( 5,592 ) — — ( 5,592 )

Income from discontinued operations — — 2,122 — 385 2,507

Net loss attributable to noncontrolling interests in the Operating Partnership — — 46 — — 46

14 unchanged sentences

Balance, March 31, 2025 156,007,772 $ 1,725,212 $ 204,180 ($ 14,304 ) $ 10,207 $ 1,925,295

Income from continuing operations — — 9,769 — — 9,769

Income (loss) from discontinued operations — — 404,415 — ( 577 ) 403,838

Net income attributable to noncontrolling interests in the Operating Partnership — — ( 5,476 ) — — ( 5,476 )

Deconsolidation of discontinued operations — — — 29,068 ( 10,744 ) 18,324

Dividends ($ 0.2725 per share) (a)

— — ( 42,387 ) — — ( 42,387 )

Issuance of shares under incentive stock plans 315,017 — — — — —

Stock-based incentive compensation — 3,628 — — — 3,628

Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 98,148 ) ( 2,640 ) — — — ( 2,640 )

Repurchase of common shares made under repurchase program ( 1,472,928 ) — ( 34,928 ) — — ( 34,928 )

Adjustment of noncontrolling interests in the Operating Partnership — — 9,514 — — 9,514

Conversion of units into common shares 9,519 218 — — — 218

Pension and postretirement benefit plans — — — ( 2 ) — ( 2 )

Foreign currency translation adjustment — — — 16,252 590 16,842

Cash flow hedges — — — ( 295 ) 1,695 1,400

Allocation of other comprehensive income to noncontrolling interests in the Operating Partnership — — — ( 7 ) — ( 7 )

Distributions to noncontrolling interests in consolidated affiliates — — — — ( 1,171 ) ( 1,171 )

Balance, June 30, 2025 154,761,232 $ 1,726,418 $ 545,087 $ 30,712 — $ 2,302,217

(a) For information regarding distributions to noncontrolling interests in the Operating Partnership, see the Rayonier Inc.

11 unchanged sentences

Balance, January 1, 2024 148,299,117 $ 1,497,641 $ 338,244 $ 24,651 $ 17,066 $ 1,877,602

Net income — — 1,377 — 929 2,306

Loss from continuing operations — — ( 4,500 ) — ( 10 ) ( 4,510 )

Income from discontinued operations — — 5,877 — 939 6,816

Net income attributable to noncontrolling interests in the Operating Partnership — — ( 20 ) — — ( 20 )

12 unchanged sentences

Balance, March 31, 2024 148,649,321 $ 1,512,339 $ 296,533 $ 22,370 $ 14,405 $ 1,845,647

Loss from continuing operations — — ( 3,883 ) — ( 13 ) ( 3,896 )

Income from discontinued operations — — 5,812 — 1,119 6,931

Net income attributable to noncontrolling interests in the Operating Partnership — — ( 26 ) — — ( 26 )

Dividends ($ 0.285 per share) (a)

— — ( 42,517 ) — — ( 42,517 )

Issuance of shares under incentive stock plans 396,849 — — — — —

Stock-based incentive compensation — 4,904 — — — 4,904

Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 130,460 ) ( 4,132 ) — — — ( 4,132 )

Adjustment of noncontrolling interests in the Operating Partnership — — 8,093 — — 8,093

Conversion of units into common shares 63,708 1,915 — — — 1,915

Foreign currency translation adjustment — — — 5,728 286 6,014

Cash flow hedges — — — ( 330 ) 528 198

Allocation of other comprehensive income to noncontrolling interests in the Operating Partnership — — — ( 19 ) — ( 19 )

Distributions to noncontrolling interests in consolidated affiliates — — — — ( 2,047 ) ( 2,047 )

Balance, June 30, 2024 148,979,418 $ 1,515,026 $ 264,012 $ 27,749 $ 14,278 $ 1,821,065

(a) For information regarding distributions to noncontrolling interests in the Operating Partnership, see the Rayonier Inc.

5 unchanged sentences

(Dollars in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

OPERATING ACTIVITIES

Net (loss) income ($ 3,085 ) $ 2,306

Adjustments to reconcile net (loss) income to cash provided by operating activities:

Net income $ 410,522 $ 5,341

Adjustments to reconcile net income to cash provided by operating activities:

Depreciation, depletion and amortization from continuing operations 46,930 58,276

Depreciation, depletion and amortization from discontinued operations 9,081 14,901

Non-cash cost of land and improved development 2,399 2,953

Non-cash cost of land and improved development from continuing operations 9,302 6,331

Non-cash cost of land and improved development from discontinued operations — 3,041

Gain on sale of discontinued operations ( 404,463 ) —

Stock-based incentive compensation expense 5,909 8,122

12 unchanged sentences

Real estate development investments ( 8,176 ) ( 10,124 )

Net proceeds on sale of discontinued operations (a) 687,579 —

Net proceeds on sale of property, plant and equipment 4,146 —

Other 4,241 ( 379 )

CASH USED FOR INVESTING ACTIVITIES ( 21,438 ) ( 24,049 )

CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES 658,265 ( 47,445 )

FINANCING ACTIVITIES

Dividends paid on common shares (a) ( 110,442 ) ( 72,258 )

Distributions to noncontrolling interests in the Operating Partnership (b) ( 1,463 ) ( 1,085 )

Dividends paid on common shares (b) ( 153,267 ) ( 115,491 )

Distributions to noncontrolling interests in the Operating Partnership (c) ( 2,031 ) ( 1,664 )

Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 2,678 ) ( 4,163 )

11 unchanged sentences

Total Balance, end of period $ 892,933 $ 142,583

(a) The three months ended March 31, 2025 includes an additional dividend of $ 1.80 per common share, consisting of a combination of cash and the Company’s common shares.

(a) The six months ended June 30, 2025 includes proceeds from the disposition of our New Zealand joint venture, net of closing adjustments, transaction costs, and $ 11.1 million of deconsolidated cash.

(b) The six months ended June 30, 2025 includes an additional dividend of $ 1.80 per common share, consisting of a combination of cash and the Company’s common shares.

The cash portion of $ 67.8 million was paid on January 30, 2025 to shareholders of record on December 12, 2024.

The three months ended March 31, 2024 includes an additional cash dividend of $ 0.20 per common share, totaling $ 29.8 million.

The six months ended June 30, 2024 includes an additional cash dividend of $ 0.20 per common share, totaling $ 29.8 million.

The additional dividend was paid on January 12, 2024, to shareholders of record on December 29, 2023.

(b) The three months ended March 31, 2025 includes an additional distribution of $ 1.80 per Redeemable Operating Partnership Unit, consisting of a combination of cash and the Company’s Redeemable Operating Partnership Units.

(c) The six months ended June 30, 2025 includes an additional distribution of $ 1.80 per Redeemable Operating Partnership Unit, consisting of a combination of cash and the Company’s Redeemable Operating Partnership Units.

The cash portion of $ 0.9 million was paid on January 30, 2025, to holders of record on December 12, 2024.

The three months ended March 31, 2024 includes an additional cash distribution of $ 0.20 per Redeemable Operating Partnership Unit, totaling $ 0.5 million.

The six months ended June 30, 2024 includes an additional cash distribution of $ 0.20 per Redeemable Operating Partnership Unit, totaling $ 0.5 million.

The additional distribution was paid on January 12, 2024, to holders of record on December 29, 2023.

Three Months Ended March 31,

RAYONIER INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(Dollars in thousands)

Six Months Ended June 30,

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash (received) paid during the period:

Cash paid during the period:

Interest (a) $ 9,296 $ 15,727

4 unchanged sentences

Issuance of Redeemable Operating Partnership Units from special distribution 2,681 —

(a) Interest (received) paid includes patronage paymen ts receive d of $ 7.7 million a n d $ 8.1 million for the three months ended March 31, 2025 and March 31, 2024, respectively.

(a) Interest paid includes patronage paymen ts receive d of $ 7.9 million a n d $ 8.3 million for the six months ended June 30, 2025 and June 30, 2024, respectively.

For additional information on patronage payments, see Note 7 — Debt in the 2024 Form 10-K.

Interest (received) paid for the three months ended March 31, 2025 and March 31, 2024 includes $ 0.7 million and $ 0.8 million, respectively, from discontinued operations.

(b) Income taxes for the three months ended March 31, 2025 and March 31, 2024 includes $ 2.9 million and $ 1.6 million, respectively, from discontinued operations.

Interest paid for the six months ended June 30, 2025 and June 30, 2024 includes $ 1.5 million and $ 1.6 million, respectively, from discontinued operations.

(b) Income taxes for the six months ended June 30, 2025 and June 30, 2024 includes $ 3.8 million and $ 3.6 million, respectively, from discontinued operations.

See Notes to Consolidated Financial Statements.

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

SALES ( NOTE 4 )

3 unchanged sentences

Selling and general expenses ( 16,922 ) ( 20,609 ) ( 33,613 ) ( 39,589 )

Other operating (expense) income, net ( Note 15 )

Other operating expense, net ( Note 15 )

( 165 ) ( 183 ) ( 1,384 ) ( 152 )

( 91,993 ) ( 95,092 ) ( 174,855 ) ( 200,164 )

OPERATING INCOME 14,545 4,547 14,604 13,179

2 unchanged sentences

Other miscellaneous expense, net ( 561 ) ( 1,173 ) ( 2,404 ) ( 8,253 )

LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES ( 5,301 ) ( 5,501 )

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 9,769 ( 3,896 ) 4,467 ( 9,397 )

Income tax (expense) benefit ( Note 16 )

LOSS FROM CONTINUING OPERATIONS ( 5,592 ) ( 4,510 )

— — ( 291 ) 991

INCOME (LOSS) FROM CONTINUING OPERATIONS 9,769 ( 3,896 ) 4,176 ( 8,406 )

DISCONTINUED OPERATIONS, NET ( NOTE 2 )

Income from discontinued operations, net of tax 2,507 6,816

NET (LOSS) INCOME ( 3,085 ) 2,306

Net income attributable to noncontrolling interests in consolidated affiliates ( 385 ) ( 929 )

NET (LOSS) INCOME ATTRIBUTABLE TO RAYONIER, L.P.

(Loss) income from operations of discontinued operations, net of tax ( 625 ) 6,931 1,883 13,747

Gain on sale of discontinued operations 404,463 — 404,463 —

INCOME FROM DISCONTINUED OPERATIONS 403,838 6,931 406,346 13,747

NET INCOME 413,607 3,035 410,522 5,341

Net loss (income) attributable to noncontrolling interests in consolidated affiliates 577 ( 1,106 ) 192 ( 2,035 )

NET INCOME ATTRIBUTABLE TO RAYONIER, L.P.

UNITHOLDERS 414,184 1,929 410,714 3,306

NET (LOSS) INCOME ATTRIBUTABLE TO UNITHOLDERS ATTRIBUTABLE TO:

NET INCOME ATTRIBUTABLE TO UNITHOLDERS ATTRIBUTABLE TO:

Limited Partners 410,042 1,910 406,607 3,273

General Partners 4,142 19 4,107 33

Net (loss) income attributable to unitholders ( 3,470 ) 1,377

OTHER COMPREHENSIVE (LOSS) INCOME, RELATING TO CONTINUING OPERATIONS

Net income attributable to unitholders 414,184 1,929 410,714 3,306

OTHER COMPREHENSIVE INCOME (LOSS), RELATING TO CONTINUING OPERATIONS

Cash flow hedges, net of income tax effect of $ 0 , $ 0 , $ 0 and $ 0

1 unchanged sentence

Pension and postretirement benefit plans, net of income tax effect of $ 0 , $ 0 , $ 0 and $ 1,222

( 2 ) — ( 3 ) 9,562

OTHER COMPREHENSIVE INCOME (LOSS), RELATING TO DISCONTINUED OPERATIONS

3 unchanged sentences

7,368 2,295 9,080 ( 2,502 )

Total other comprehensive loss ( 3,416 ) ( 4,423 )

COMPREHENSIVE LOSS ( 6,501 ) ( 2,117 )

Comprehensive (income) loss attributable to noncontrolling interests in consolidated affiliates ( 897 ) 947

COMPREHENSIVE LOSS ATTRIBUTABLE TO RAYONIER, L.P.

Deconsolidation of discontinued operations, net of income tax effect of $ 0 , $ 0 , $ 0 and $ 0

29,068 — 29,068 —

Total other comprehensive income 47,308 6,212 43,893 1,789

COMPREHENSIVE INCOME 460,915 9,247 454,415 7,130

Comprehensive income attributable to noncontrolling interests in consolidated affiliates ( 1,707 ) ( 1,920 ) ( 2,605 ) ( 972 )

COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER, L.P.

UNITHOLDERS $ 459,208 $ 7,327 $ 451,810 $ 6,158

(LOSS) EARNINGS PER UNIT ( NOTE 6 )

BASIC (LOSS) EARNINGS PER UNIT ATTRIBUTABLE TO RAYONIER L.P.

EARNINGS (LOSS) PER UNIT ( NOTE 6 )

BASIC EARNINGS (LOSS) PER UNIT ATTRIBUTABLE TO RAYONIER L.P.

Continuing Operations $ 0.06 ($ 0.03 ) $ 0.03 ($ 0.06 )

1 unchanged sentence

Net Income $ 2.63 $ 0.01 $ 2.62 $ 0.02

DILUTED (LOSS) EARNINGS PER UNIT ATTRIBUTABLE TO RAYONIER L.P.

DILUTED EARNINGS (LOSS) PER UNIT ATTRIBUTABLE TO RAYONIER L.P.

Continuing Operations $ 0.06 ($ 0.03 ) $ 0.03 ($ 0.06 )

6 unchanged sentences

(Dollars in thousands)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

CURRENT ASSETS

9 unchanged sentences

Current assets of discontinued operations ( Note 2 )

483,353 47,320

Total current assets 959,923 436,893

19 unchanged sentences

Accounts payable $ 14,850 $ 16,914

Current maturities of long-term debt, net ( Note 7 )

Accrued taxes 6,419 1,840

5 unchanged sentences

Current liabilities of discontinued operations ( Note 2 )

227,991 47,335

Total current liabilities 274,250 388,710

10 unchanged sentences

Limited partners’ capital 2,246,297 1,759,405

Accumulated other comprehensive loss ( Note 17 )

Accumulated other comprehensive income (loss) ( Note 17 )

33,230 ( 7,865 )

1 unchanged sentence

Noncontrolling interests in consolidated affiliates ( Note 5 )

10,207 11,221

TOTAL CAPITAL 2,302,217 1,780,533

6 unchanged sentences

Units Accumulated

Comprehensive Loss Noncontrolling Interests in Consolidated Affiliates Total Capital

Comprehensive Income (Loss) Noncontrolling Interests in Consolidated Affiliates Total Capital

General Partners’ Capital Limited Partners’ Capital

Balance, January 1, 2025 $ 17,772 $ 1,759,405 ($ 7,865 ) $ 11,221 $ 1,780,533

Net (loss) income ( 35 ) ( 3,435 ) — 385 ( 3,085 )

Loss from continuing operations ( 56 ) ( 5,536 ) — — ( 5,592 )

Income from discontinued operations 21 2,101 — 385 2,507

Distributions on units ($ 0.2725 per unit)

11 unchanged sentences

Balance, March 31, 2025 $ 19,269 $ 1,907,612 ($ 11,793 ) $ 10,207 $ 1,925,295

Income from continuing operations 98 9,671 — — 9,769

Income (loss) from discontinued operations 4,044 400,371 — ( 577 ) 403,838

Deconsolidation of discontinued operations — — 29,068 ( 10,744 ) 18,324

Distributions on units ($ 0.2725 per unit)

( 430 ) ( 42,525 ) — — ( 42,955 )

Stock-based incentive compensation 36 3,592 — — 3,628

Repurchase of units to pay withholding taxes on vested incentive stock awards ( 26 ) ( 2,614 ) — — ( 2,640 )

Repurchase of units made under repurchase program ( 349 ) ( 34,579 ) — — ( 34,928 )

Adjustment of Redeemable Operating Partnership Units 46 4,553 — — 4,599

Conversion of units into common shares 2 216 — — 218

Pension and postretirement benefit plans — — ( 2 ) — ( 2 )

Foreign currency translation adjustment — — 16,252 590 16,842

Cash flow hedges — — ( 295 ) 1,695 1,400

Distributions to noncontrolling interests in consolidated affiliates — — — ( 1,171 ) ( 1,171 )

Balance, June 30, 2025 $ 22,690 $ 2,246,297 $ 33,230 — $ 2,302,217

(a) Reflects the issuance of units related to the Company’s special distribution of $ 1.80 per unit, paid on January 30, 2025, to holders of record as of December 12, 2024.

This distribution comprised a combination of cash and units.

RAYONIER, L.P.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (CONTINUED)

(Dollars in thousands, except share data)

Units Accumulated

2 unchanged sentences

Balance, January 1, 2024 $ 18,325 $ 1,814,193 $ 28,018 $ 17,066 $ 1,877,602

Net income 14 1,363 — 929 2,306

Loss from continuing operations ( 45 ) ( 4,455 ) — ( 10 ) ( 4,510 )

Income from discontinued operations 59 5,818 — 939 6,816

Distributions on units ($ 0.285 per unit)

9 unchanged sentences

Balance, March 31, 2024 $ 18,057 $ 1,787,713 $ 25,472 $ 14,405 $ 1,845,647

Loss from continuing operations ( 39 ) ( 3,844 ) — ( 13 ) ( 3,896 )

Income from discontinued operations 58 5,754 — 1,119 6,931

Distributions on units ($ 0.285 per unit)

( 430 ) ( 42,665 ) — — ( 43,095 )

Stock-based incentive compensation 49 4,855 — — 4,904

Repurchase of units to pay withholding taxes on vested incentive stock awards ( 41 ) ( 4,091 ) — — ( 4,132 )

Adjustment of Redeemable Operating Partnership Units 86 8,540 — — 8,626

Conversion of units into common shares 19 1,896 — — 1,915

Foreign currency translation adjustment — — 5,728 286 6,014

Cash flow hedges — — ( 330 ) 528 198

Distribution to noncontrolling interests in consolidated affiliates — — — ( 2,047 ) ( 2,047 )

Balance, June 30, 2024 $ 17,759 $ 1,758,158 $ 30,870 $ 14,278 $ 1,821,065

See Notes to Consolidated Financial Statements.

3 unchanged sentences

(Dollars in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

OPERATING ACTIVITIES

Net (loss) income ($ 3,085 ) $ 2,306

Adjustments to reconcile net (loss) income to cash provided by operating activities:

Net income $ 410,522 $ 5,341

Adjustments to reconcile net income to cash provided by operating activities:

Depreciation, depletion and amortization from continuing operations 46,930 58,276

Depreciation, depletion and amortization from discontinued operations 9,081 14,901

Non-cash cost of land and improved development 2,399 2,953

Non-cash cost of land and improved development from continuing operations 9,302 6,331

Non-cash cost of land and improved development from discontinued operations — 3,041

Gain on sale of discontinued operations ( 404,463 ) —

Stock-based incentive compensation expense 5,909 8,122

12 unchanged sentences

Real estate development investments ( 8,176 ) ( 10,124 )

Net proceeds on sale of discontinued operations (a) 687,579 —

Net proceeds on sale of property, plant and equipment 4,146 —

Other 4,241 ( 379 )

CASH USED FOR INVESTING ACTIVITIES ( 21,438 ) ( 24,049 )

CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES 658,265 ( 47,445 )

FINANCING ACTIVITIES

Distributions on units (a) ( 111,905 ) ( 73,343 )

Distributions on units (b) ( 155,298 ) ( 117,155 )

Repurchase of units to pay withholding taxes on vested incentive stock awards ( 2,678 ) ( 4,163 )

11 unchanged sentences

Total Balance, end of period $ 892,933 $ 142,583

(a) The three months ended March 31, 2025 includes an additional distribution of $ 1.80 per unit, consisting of a combination of cash and units.

(b) The six months ended June 30, 2025 includes an additional distribution of $ 1.80 per unit, consisting of a combination of cash and units.

The cash portion of $ 68.7 million was paid on January 30, 2025, to holders of record on December 12, 2024.

The three months ended March 31, 2024 includes an additional cash distribution of $ 0.20 per unit, totaling $ 30.2 million.

The six months ended June 30, 2024 includes an additional cash distribution of $ 0.20 per unit, totaling $ 30.2 million.

The additional distribution was paid on January 12, 2024, to holders of record on December 29, 2023.

Three Months Ended March 31,

RAYONIER, L.P.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(Dollars in thousands)

Six Months Ended June 30,

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash (received) paid during the period:

Cash paid during the period:

Interest (a) $ 9,296 $ 15,727

3 unchanged sentences

Issuance of units from special distribution 203,135 —

(a) Interest (received) paid includes patronage payments received of $ 7.7 million and $ 8.1 million for the three months ended March 31, 2025 and March 31, 2024, respectively.

(a) Interest paid includes patronage payments received of $ 7.9 million and $ 8.3 million for the six months ended June 30, 2025 and June 30, 2024, respectively.

For additional information on patronage payments, see Note 7 — Debt in the 2024 Form 10-K.

Interest (received) paid for the three months ended March 31, 2025 and March 31, 2024 includes $ 0.7 million and $ 0.8 million, respectively, from discontinued operations.

(b) Income taxes for the three months ended March 31, 2025 and March 31, 2024 includes $ 2.9 million and $ 1.6 million, respectively, from discontinued operations.

Interest paid for the six months ended June 30, 2025 and June 30, 2024 includes $ 1.5 million and $ 1.6 million, respectively, from discontinued operations.

(b) Income taxes for the six months ended June 30, 2025 and June 30, 2024 includes $ 3.8 million and $ 3.6 million, respectively, from discontinued operations.

See Notes to Consolidated Financial Statements.

14 unchanged sentences

These statements and notes should be read in conjunction with the financial statements and supplementary data included in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC (the “2024 Form 10-K”).

As of March 31, 2025, the Company owned a 98.7 % interest in the Operating Partnership, with the remaining 1.3 % interest owned by limited partners of the Operating Partnership.

As of June 30, 2025, the Company owned a 98.7 % interest in the Operating Partnership, with the remaining 1.3 % interest owned by limited partners of the Operating Partnership.

As the sole general partner of the Operating Partnership, Rayonier Inc.

5 unchanged sentences

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

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

Our New Zealand assets and liabilities are presented separately as Assets Held for Sale in our Consolidated Balance Sheets for all periods presented.

On June 30, 2025, we completed the sale.

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

Our New Zealand assets and liabilities are presented separately as assets and liabilities of discontinued operations in our Consolidated Balance Sheets as of December 31, 2024.

The Consolidated Statements of Cash Flows for both 2025 and 2024 have not been restated to exclude the New Zealand operation’s cash flows.

Unless otherwise specified, all amounts and disclosures within these Notes to Condensed Consolidated Financial Statements pertain to the Company’s continuing operations.

See Not e 2 — Discontinued Operations for additional information regarding the sale of the New Zealand joint venture.

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

ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED

14 unchanged sentences

The pronouncement is effective for annual periods beginning after December 15, 2024, and requires prospective application, although early adoption and retrospective application are permitted.

We do not anticipate this disclosure-only ASU will impact our consolidated financial statements.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

will adopt the standard beginning with our annual reporting for the year ending December 31, 2025 and do not anticipate this disclosure-only ASU will impact our consolidated financial statements.

Other recent accounting pronouncements, either adopted or pending adoption and not discussed above, are not applicable or are not expected to have a material impact on our consolidated financial condition, results of operations, or cash flows.

SUBSEQUENT EVENTS

During April, the Company repurchased another 404,041 shares at an average price of $ 24.75 per share, or $ 10.0 million in total.

As of April 30, the Company had $ 287.4 million remaining on its current share repurchase authorization.

We have evaluated events occurring from June 30, 2025 to the date of issuance of these Consolidated Financial Statements for potential recognition or disclosure in the consolidated financial statements.

No events were identified that warranted recognition or disclosure.

DISCONTINUED OPERATIONS

On March 9, 2025, Rayonier entered into a purchase and sale agreement with Taurus Forest Holdings Limited, pursuant to which Rayonier has agreed to sell its entire 77 % interest in its New Zealand operations for $ 710 million, subject to net debt, working capital, and other adjustments.

The transaction is expected to close in 2025, subject to the receipt of regulatory approvals and the satisfaction of other closing conditions.

We will not have a continuing involvement in the operations of New Zealand following the close of the sale.

Accordingly, the financial results of the New Zealand Timber segment and the New Zealand portion of the Real Estate, Trading and Corporate segments are classified as discontinued operations in our Consolidated Statements of Income and Comprehensive Income (Loss) for all periods presented.

The following table summarizes the results of our New Zealand operations for the three months ended March 31, 2025 and 2024, as presented in “Income from discontinued operations, net of tax” in the Consolidated Statements of Income and Comprehensive Income (Loss):

Three Months Ended March 31,

On March 9, 2025, Rayonier entered into a purchase and sale agreement with Taurus Forest Holdings Limited, pursuant to which Rayonier agreed to sell its entire 77 % interest in its New Zealand operations.

Accordingly, in the first quarter of 2025, the financial results of the New Zealand Timber segment and the New Zealand portion of the Real Estate, Trading and Corporate segments were classified as discontinued operations in our Consolidated Statements of Income and Comprehensive Income (Loss) for all periods presented.

On June 30, 2025, we completed the sale of our New Zealand operations for a purchase price of $ 710 million.

Net proceeds to Rayonier, after adjusting for estimated net debt, working capital, transaction costs, and other closing adjustments, were $ 698.6 million.

We expect to receive a final purchase price adjustment of $ 0.7 million during the third quarter, which has been recognized as a receivable on our June 30, 2025 Consolidated Balance Sheet.

In connection with the sale, we recognized a gain on disposal of discontinued operations of $ 404.5 million.

The following table summarizes the results of our New Zealand operations for the three and six months ended June 30, 2025 and 2024, as presented in “Income from discontinued operations” in the Consolidated Statements of Income and Comprehensive Income (Loss):

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Sales $ 52,572 $ 73,971 $ 109,332 $ 128,363

1 unchanged sentence

Cost of sales ( 51,461 ) ( 64,371 ) ( 102,050 ) ( 111,428 )

Other operating (expense) income, net (a) ( 1,622 ) 243

Other operating expense, net (a) ( 1,778 ) ( 1,706 ) ( 3,400 ) ( 1,463 )

( 53,239 ) ( 66,077 ) ( 105,450 ) ( 112,891 )

Operating income from discontinued operations 4,549 7,578

Operating (loss) income from discontinued operations ( 667 ) 7,894 3,882 15,472

Interest expense, net ( 780 ) ( 782 ) ( 1,508 ) ( 1,578 )

Interest income 104 319 202 512

Income from discontinued operations before income taxes 3,919 6,975

Income tax expense ( 1,412 ) ( 159 )

Income from discontinued operations, net of tax 2,507 6,816

(Loss) income from operations of discontinued operations before income taxes ( 1,343 ) 7,431 2,576 14,406

Income tax benefit (expense) 718 ( 500 ) ( 693 ) ( 659 )

(Loss) income from operations of discontinued operations, net of tax ( 625 ) 6,931 1,883 13,747

Gain on sale of discontinued operations (b) 404,463 — 404,463 —

Income from discontinued operations 403,838 6,931 406,346 13,747

Net income from discontinued operations attributable to noncontrolling interests in the Operating Partnership ( 5,347 ) ( 79 ) ( 5,375 ) ( 164 )

Net income from discontinued operations attributable to noncontrolling interests in consolidated affiliates ( 385 ) ( 939 )

Net loss (income) from discontinued operations attributable to noncontrolling interests in consolidated affiliates 577 ( 1,119 ) 192 ( 2,058 )

Net income from discontinued operations attributable to Rayonier Inc.

$ 399,068 $ 5,733 $ 401,163 $ 11,525

(a) The three months ended March 31, 2025 includes $ 0.2 million of transaction costs which include legal, advisory, and other due diligence costs.

(a) The six months ended June 30, 2025 includes transaction costs of $ 0.2 million.

The three and six months ended June 30, 2024 include transaction costs of $ 0.5 million, respectively.

(b) The gain on sale of discontinued operations is not subject to income tax, as it relates to a partnership interest.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

The major classes of the New Zealand operation’s assets and liabilities are as follows:

March 31, 2025 December 31, 2024

The major classes of the New Zealand operation’s assets and liabilities as reported on the December 31, 2024 Balance Sheet are as follows:

December 31, 2024

CURRENT ASSETS

Cash and cash equivalents $ 20,093

Trade receivables, less allowance for doubtful accounts of $ 0 and $ 0

18,634 18,935

Trade receivables, less allowance for doubtful accounts of $ 0

Inventory 1,462

23 unchanged sentences

TOTAL LIABILITIES $ 218,176

The following table summarizes the depreciation, depletion and amortization and capital expenditures of the Company’s discontinued operations related to the New Zealand operations:

Three Months Ended March 31,

The following table summarizes the depreciation, depletion and amortization, capital expenditures and non-cash cost of land sold and improved development of the Company’s discontinued operations for the three and six months ended June 30, 2025 and 2024:

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Depreciation, depletion and amortization $ 4,747 $ 10,882 $ 9,081 $ 14,901

Capital expenditures 4,444 4,476 7,098 8,084

Non-cash cost of land and improved development — 3,041 — 3,041

RAYONIER INC.

5 unchanged sentences

SEGMENT AND GEOGRAPHICAL INFORMATION

As of March 31, 2025, Rayonier operated in four reportable segments:

As of June 30, 2025, Rayonier operated in four reportable segments:

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

1 unchanged sentence

On March 9, 2025, we entered into a purchase and sale agreement to sell our entire 77 % interest in the New Zealand joint venture and as a result, the New Zealand operations are shown as discontinued operations for all periods presented.

On June 30, 2025, we completed the sale.

See Note 2 — Discontinued Operations for additional information.

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Total assets by segment are not used by the CODM to assess the performance of or allocate resources to the segments, therefore total assets by segment are not disclosed.

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

Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and improved development, non-operating expense, income (loss) from operations of discontinued operations, gain on sale of discontinued operations, restructuring charges, costs related to disposition initiatives and Large Dispositions.

We believe that Operating income (loss), as defined by U.S.

8 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

The following tables summarize the segment information for the three months ended March 31, 2025 and 2024:

The following tables summarize the segment information for the three and six months ended June 30, 2025 and 2024:

Three Months Ended Southern Timber Pacific Northwest Timber Real Estate Trading Corporate and Other Total

March 31, 2025

June 30, 2025

Sales $ 53,324 $ 22,383 $ 29,432 $ 1,399 — $ 106,538

Costs and Expenses

Cut & haul costs ( 12,521 ) ( 9,340 ) — — — ( 21,861 )

Port / freight costs — ( 14 ) — ( 4 ) — ( 18 )

Cut and haul costs ( 13,202 ) ( 9,841 ) — — — ( 23,043 )

Depreciation, depletion and amortization ( 15,788 ) ( 5,351 ) ( 1,882 ) — ( 416 ) ( 23,437 )

2 unchanged sentences

Operating income (loss) $ 12,595 $ 1,599 $ 9,779 ($ 105 ) ($ 9,323 ) $ 14,545

Restructuring charges (b) — — — — 1,110 1,110

Depreciation, depletion and amortization 15,788 5,351 1,882 — 416 23,437

6 unchanged sentences

Non-operating expense ( 561 )

Income from Continuing Operations $ 9,769

Loss from operations of discontinued operations, net of tax ( 625 )

Gain on sale of discontinued operations 404,463

Net Income $ 413,607

(a) Other costs and expenses for each reportable segment primarily includes other direct and indirect cost of sales and selling and general expenses.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

Three Months Ended Southern Timber Pacific Northwest Timber Real Estate Trading Corporate and Other Total

June 30, 2024

Sales $ 59,325 $ 24,283 $ 15,470 $ 561 — $ 99,639

Costs and Expenses

Cut and haul costs ( 11,787 ) ( 10,107 ) — — — ( 21,894 )

Port and freight costs ( 836 ) ( 18 ) — ( 201 ) — ( 1,055 )

Depreciation, depletion and amortization ( 16,758 ) ( 7,389 ) ( 621 ) — ( 444 ) ( 25,212 )

Non-cash cost of land and improved development — — ( 3,378 ) — — ( 3,378 )

Other costs and expenses (a) ( 12,851 ) ( 8,236 ) ( 10,955 ) ( 336 ) ( 11,175 ) ( 43,553 )

Operating income (loss) $ 17,093 ($ 1,467 ) $ 516 $ 24 ($ 11,619 ) $ 4,547

Costs related to disposition initiatives (b) — — — — 185 185

Depreciation, depletion and amortization 16,758 7,389 621 — 444 25,212

Non-cash cost of land and improved development — — 3,378 — — 3,378

Adjusted EBITDA $ 33,851 $ 5,922 $ 4,515 $ 24 ($ 10,990 ) $ 33,322

Reconciliation of segment results to consolidated income before taxes

Interest, net and miscellaneous income ($ 7,270 )

Depreciation, depletion and amortization ( 25,212 )

Non-cash cost of land and improved development ( 3,378 )

Non-operating expense (c) ( 1,173 )

Costs related to disposition initiatives (b) ( 185 )

Loss from Continuing Operations ($ 3,896 )

Income from operations of discontinued operations, net of tax 6,931

Net Income $ 3,035

(a) Other costs and expenses for each reportable segment primarily includes other direct and indirect cost of sales and selling and general expenses.

(b) 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.

Costs related to disposition initiatives are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating expense, net.”

Net costs associated with legal settlements are recorded within the Consolidated Statements of Income (Loss) under the caption “Other miscellaneous expense, net.”

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

Six Months Ended Southern Timber Pacific Northwest Timber Real Estate Trading Corporate and Other Total

June 30, 2025

Sales $ 104,268 $ 43,787 $ 39,599 $ 1,805 — $ 189,459

Costs and Expenses

Cut and haul costs ( 25,723 ) ( 19,181 ) — — — ( 44,904 )

Port and freight costs — ( 14 ) — ( 4 ) — ( 18 )

Depreciation, depletion and amortization ( 32,688 ) ( 10,957 ) ( 2,445 ) — ( 840 ) ( 46,930 )

Non-cash cost of land and improved development — — ( 9,302 ) — — ( 9,302 )

Other costs and expenses (a) ( 23,112 ) ( 11,288 ) ( 19,023 ) ( 2,361 ) ( 17,917 ) ( 73,701 )

Operating income (loss) $ 22,745 $ 2,347 $ 8,829 ($ 560 ) ($ 18,757 ) $ 14,604

Restructuring charges (b) — — — — 1,110 1,110

Loss from Continuing Operations Before Income Taxes ($ 5,301 )

Depreciation, depletion and amortization 32,688 10,957 2,445 — 840 46,930

Non-cash cost of land and improved development — — 9,302 — — 9,302

Adjusted EBITDA $ 55,433 $ 13,304 $ 20,576 ($ 560 ) ($ 16,807 ) $ 71,946

Reconciliation of segment results to consolidated income before taxes

Interest, net and miscellaneous income ($ 7,733 )

Depreciation, depletion and amortization ( 46,930 )

Non-cash cost of land and improved development ( 9,302 )

Non-operating expense (c) ( 2,404 )

Restructuring charges (b) ( 1,110 )

Income from Continuing Operations Before Income Taxes $ 4,467

Income tax expense ( 291 )

Loss from Continuing Operations ($ 5,592 )

Income from discontinued operations, net of tax 2,507

Net Loss ($ 3,085 )

Income from Continuing Operations $ 4,176

Income from operations of discontinued operations, net of tax 1,883

Gain on sale of discontinued operations 404,463

Net Income $ 410,522

(a) Other costs and expenses for each reportable segment primarily includes other direct and indirect cost of sales and selling and general expenses.

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

Restructuring charges are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating (expense) income, net.”

Restructuring charges are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating expense, net.”

Net costs associated with legal settlements are recorded within the Consolidated Statements of Income (Loss) under the caption “Other miscellaneous expense, net.”

RAYONIER INC.

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(Dollar amounts in thousands unless otherwise stated)

Three Months Ended Southern Timber Pacific Northwest Timber Real Estate Trading Corporate and Other Total

March 31, 2024

Six Months Ended Southern Timber Pacific Northwest Timber Real Estate Trading Corporate and Other Total

June 30, 2024

Sales $ 129,302 $ 49,475 $ 31,034 $ 3,532 — $ 213,343

Costs and Expenses

Cut & haul costs ( 13,398 ) ( 10,837 ) — — — ( 24,235 )

Port / freight costs ( 1,216 ) ( 1,239 ) — ( 1,327 ) — ( 3,782 )

Cut and haul costs ( 25,185 ) ( 20,944 ) — — — ( 46,129 )

Port and freight costs ( 2,052 ) ( 1,257 ) — ( 1,528 ) — ( 4,837 )

Depreciation, depletion and amortization ( 38,554 ) ( 16,464 ) ( 2,371 ) — ( 887 ) ( 58,276 )

2 unchanged sentences

Operating income (loss) $ 40,098 ($ 5,827 ) $ 388 $ 28 ($ 21,508 ) $ 13,179

Costs related to disposition initiatives (b) — — — — 185 185

Depreciation, depletion and amortization 38,554 16,464 2,371 — 887 58,276

5 unchanged sentences

Non-cash cost of land and improved development ( 6,331 )

Non-operating expense ( 7,079 )

Non-operating expense (c) ( 8,253 )

Costs related to disposition initiatives (b) ( 185 )

Loss from Continuing Operations Before Income Taxes ($ 9,397 )

1 unchanged sentence

Loss from Continuing Operations ($ 8,406 )

Income from discontinued operations, net of tax 6,816

Income from operations of discontinued operations, net of tax 13,747

Net Income $ 5,341

(a) Other costs and expenses for each reportable segment primarily includes other direct and indirect cost of sales and selling and general expenses.

Three Months Ended March 31,

(b) 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.

Costs related to disposition initiatives are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating expense, net.”

(c) Non-operating expense includes $ 5.7 million of pension settlement charges and $ 2.4 million of net costs associated with legal settlements.

Pension settlement charges and net costs associated with legal settlements are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other miscellaneous expense, net.”

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Capital Expenditures

12 unchanged sentences

We recognize revenue when control of promised goods or services (“performance obligations”) is transferred to customers, in an amount that reflects the consideration expected in exchange for those goods or services (“transaction price”).

Unsatisfied performance obligations as of March 31, 2025 are primarily due to advances on stumpage contracts, unearned license revenue and unearned carbon capture and storage revenue.

Unsatisfied performance obligations as of June 30, 2025 are primarily due to advances on stumpage contracts, unearned license revenue and unearned carbon capture and storage revenue.

Of these performance obligations, $ 32.6 million is expected to be recognized within the next twelve months , with the remaining $ 11.8 million expected to be recognized thereafter as we satisfy our performance obligations.

3 unchanged sentences

Trade receivables are recorded when we have an unconditional right to consideration for completed performance under a contract.

Contract liabilities relate to payments received in advance of performance under a contract.

Contract liabilities are recognized as revenue as (or when) we perform under a contract.

The following table contains contract balances recorded in the Consolidated Balance Sheets at March 31, 2025 and December 31, 2024:

March 31, 2025 December 31, 2024 Balance Sheet Location

Contract assets

Trade receivables, net $ 10,414 $ 8,006 Trade receivables

Contract liabilities

Deferred revenue, current 17,732 20,902 Deferred revenue

Deferred revenue, non-current 12,354 10,697 Long-term deferred revenue

The following table summarizes revenue recognized during the three months ended March 31, 2025 and 2024 that was included in the contract liability balance at the beginning of each year:

Three Months Ended March 31,

Contract liabilities relate to payments received in advance of performance under a contract and are recognized as revenue as, or when, we perform under a contract.

The following table summarizes revenue recognized during the three and six months ended June 30, 2025 and 2024 that was included in the contract liability balance at the beginning of each year:

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Revenue recognized from contract liability balance at the beginning of the year $ 6,759 $ 8,281 $ 15,849 $ 18,529

5 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

The following tables present our revenue from contracts with customers disaggregated by product type for the three months ended March 31, 2025 and 2024:

The following tables present our revenue from contracts with customers disaggregated by product type for the three and six months ended June 30, 2025 and 2024:

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

March 31, 2025

June 30, 2025

Pulpwood $ 19,436 $ 1,259 — — $ 20,695

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Improved Development — — 8,484 — 8,484

Unimproved Development — — 3,000 — 3,000

Rural — — 15,729 — 15,729

5 unchanged sentences

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

March 31, 2024

June 30, 2024

Pulpwood $ 24,027 $ 1,461 — — $ 25,488

8 unchanged sentences

Rural — — 7,470 — 7,470

Deferred Revenue/Other (b) — — 5,050 — 5,050

Total Real Estate Sales — — 15,095 — 15,095

Revenue from Contracts with Customers 59,325 24,283 15,095 561 99,264

Lease Revenue — — 375 — 375

Total Revenue $ 59,325 $ 24,283 $ 15,470 $ 561 $ 99,639

(a) Consists primarily of sales from carbon capture and storage (“CCS”) and solar energy contracts.

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

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

Six Months Ended Southern Timber Pacific Northwest Timber Real Estate Trading Total

June 30, 2025

Pulpwood $ 39,234 $ 2,524 — — $ 41,758

Sawtimber 43,970 39,009 — 1,805 84,784

Hardwood 2,451 — — — 2,451

Total Timber Sales 85,655 41,533 — 1,805 128,993

License Revenue, Primarily From Hunting 10,566 195 — — 10,761

Land-Based Solutions (a) 5,535 61 — — 5,596

Other Non-Timber Revenue 2,512 1,998 — — 4,510

Total Non-Timber Sales 18,613 2,254 — — 20,867

Improved Development — — 11,778 — 11,778

Unimproved Development — — 3,000 — 3,000

Rural — — 21,003 — 21,003

Deferred Revenue/Other (b) — — 3,165 — 3,165

Total Real Estate Sales — — 38,946 — 38,946

Revenue from Contracts with Customers 104,268 43,787 38,946 1,805 188,806

Lease Revenue — — 653 — 653

Total Revenue $ 104,268 $ 43,787 $ 39,599 $ 1,805 $ 189,459

Six Months Ended Southern Timber Pacific Northwest Timber Real Estate Trading Total

June 30, 2024

Pulpwood $ 49,958 $ 3,012 — — $ 52,970

Sawtimber 58,940 44,116 — 3,532 106,588

Hardwood 1,867 — — — 1,867

Total Timber Sales 110,765 47,128 — 3,532 161,425

License Revenue, Primarily from Hunting 10,559 225 — — 10,784

Land-Based Solutions (a) 4,294 20 — — 4,314

Other Non-Timber Revenue 3,684 2,102 — — 5,786

Total Non-Timber Sales 18,537 2,347 — — 20,884

Improved Development — — 4,400 — 4,400

Rural — — 16,198 — 16,198

Timberland & Non-Strategic — — 610 — 610

12 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

The following tables present our timber sales disaggregated by contract type for the three months ended March 31, 2025 and 2024:

The following tables present our timber sales disaggregated by contract type for the three and six months ended June 30, 2025 and 2024:

Three Months Ended Southern Timber Pacific Northwest Timber Trading Total

March 31, 2025

June 30, 2025

Stumpage Pay-as-Cut $ 19,132 — — $ 19,132

2 unchanged sentences

Delivered Wood (Domestic) 24,631 20,601 1,399 46,631

Total Delivered 24,631 20,601 1,399 46,631

Total Timber Sales $ 43,763 $ 21,162 $ 1,399 $ 66,324

June 30, 2024

Stumpage Pay-as-Cut $ 26,095 $ 5 — $ 26,100

Stumpage Lump Sum — 1,554 — 1,554

Total Stumpage 26,095 1,559 — 27,654

Delivered Wood (Domestic) 22,005 21,341 14 43,360

Delivered Wood (Export) 1,799 — 547 2,346

1 unchanged sentence

Total Timber Sales $ 49,899 $ 22,900 $ 561 $ 73,360

March 31, 2024

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

Six Months Ended Southern Timber Pacific Northwest Timber Trading Total

June 30, 2025

Stumpage Pay-as-Cut $ 37,113 — — $ 37,113

5 unchanged sentences

Total Timber Sales $ 85,655 $ 41,533 $ 1,805 $ 128,993

June 30, 2024

Stumpage Pay-as-Cut $ 59,624 $ 8 — $ 59,632

Stumpage Lump Sum

— 3,535 — 3,535

Total Stumpage 59,624 3,543 — 63,167

Delivered Wood (Domestic)

47,118 40,901 22 88,041

Delivered Wood (Export)

4,023 2,684 3,510 10,217

Total Delivered 51,141 43,585 3,532 98,258

Total Timber Sales

$ 110,765 $ 47,128 $ 3,532 $ 161,425

RAYONIER INC.

7 unchanged sentences

Matariki Forestry Group

We maintain a 77 % controlling financial interest in Matariki Forestry Group (the “New Zealand subsidiary”), a joint venture that owns or leases approximately 412,000 legal acres of New Zealand timberland.

Accordingly, we consolidate the New Zealand subsidiary’s balance sheet and results of operations.

Income attributable to the New Zealand subsidiary’s 23 % noncontrolling interests is reflected as an adjustment to income in our Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Net income attributable to noncontrolling interests in consolidated affiliates.” Rayonier New Zealand Limited (“RNZ”), a wholly-owned subsidiary, serves as the manager of the New Zealand subsidiary.

As of March 31, 2025, the New Zealand subsidiary is classified as discontinued operations in our Consolidated Statements of Income and Comprehensive Income (Loss) for all periods presented.

Prior to the sale of our New Zealand operations on June 30, 2025, we maintained a 77 % controlling financial interest in Matariki Forestry Group (the “New Zealand subsidiary”), a joint venture that owns and leases New Zealand timberland.

Accordingly, we consolidated the New Zealand subsidiary’s balance sheet and results of operations.

Due to the sale of the New Zealand subsidiary, we have deconsolidated its balance sheet as of June 30, 2025, and its income (loss) has been classified as discontinued operations in our Consolidated Statements of Income and Comprehensive Income (Loss) for all periods presented.

See Note 2 — Discontinued Operations for additional information.

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Beginning noncontrolling interests in the Operating Partnership

1 unchanged sentence

Adjustment of noncontrolling interests in the Operating Partnership

Issuance of Redeemable Operating Partnership Units (a) 2,681 —

( 9,514 ) ( 8,093 ) ( 5,173 ) ( 7,802 )

Conversions of Redeemable Operating Partnership Units to common shares

( 218 ) ( 1,915 ) ( 246 ) ( 13,426 )

Net (loss) income attributable to noncontrolling interests in the Operating Partnership

Other comprehensive loss attributable to noncontrolling interests in the Operating Partnership

Net income attributable to noncontrolling interests in the Operating Partnership

5,476 26 5,430 46

Other comprehensive income (loss) attributable to noncontrolling interests in the Operating Partnership

7 19 ( 46 ) ( 246 )

Distributions to noncontrolling interests in the Operating Partnership

( 568 ) ( 579 ) ( 1,136 ) ( 1,176 )

Issuance of Redeemable Operating Partnership Units (a) — — 2,681 —

Total noncontrolling interests in the Operating Partnership

8 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

(LOSS) EARNINGS PER SHARE AND PER UNIT

Basic (loss) earnings per common share (“EPS”) is calculated by dividing net income attributable to Rayonier Inc.

EARNINGS (LOSS) PER SHARE AND PER UNIT

Basic earnings (loss) per common share (“EPS”) is calculated by dividing net income attributable to Rayonier Inc.

by the weighted average number of common shares outstanding.

Diluted EPS is calculated by dividing net income attributable to Rayonier Inc., before net income attributable to noncontrolling interests (“NCI”) in the Operating Partnership by the weighted average number of common shares outstanding adjusted to include the potentially dilutive effect of outstanding stock options, performance shares, restricted shares, restricted stock units, noncontrolling interests in Operating Partnership units and contingently issuable shares and units.

The following table provides details of the calculation of basic (loss) earnings per common share of the Company:

Three Months Ended March 31,

Basic (loss) earnings per common share

Net loss from continuing operations ($ 5,592 ) ($ 4,510 )

Net loss from continuing operations attributable to NCI in the Operating Partnership 74 65

The following table provides details of the calculation of basic earnings (loss) per common share of the Company:

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Basic earnings (loss) per common share

Net income (loss) from continuing operations $ 9,769 ($ 3,896 ) $ 4,176 ($ 8,406 )

Net (income) loss from continuing operations attributable to NCI in the Operating Partnership ( 129 ) 53 ( 55 ) 118

Net loss from continuing operations attributable to NCI in consolidated affiliates — 13 — 23

Net loss from continuing operations attributable to Rayonier Inc.

Net income (loss) from continuing operations attributable to Rayonier Inc.

$ 9,640 ($ 3,830 ) $ 4,121 ($ 8,265 )

Net income from discontinued operations, net of tax 2,507 6,816

Net income from discontinued operations $ 403,838 $ 6,931 $ 406,346 $ 13,747

Net income from discontinued operations attributable to NCI in the Operating Partnership ( 5,347 ) ( 79 ) ( 5,375 ) ( 164 )

Net income from discontinued operations attributable to NCI in consolidated affiliates ( 385 ) ( 939 )

Net loss (income) from discontinued operations attributable to NCI in consolidated affiliates 577 ( 1,119 ) 192 ( 2,058 )

Net income from discontinued operations attributable to Rayonier Inc.

$ 399,068 $ 5,733 $ 401,163 $ 11,525

Net (loss) income ($ 3,085 ) $ 2,306

Net loss (income) attributable to NCI in the Operating Partnership 46 ( 20 )

Net income attributable to NCI in consolidated affiliates ( 385 ) ( 929 )

Net (loss) income attributable to Rayonier Inc.

Net income $ 413,607 $ 3,035 $ 410,522 $ 5,341

Net income attributable to NCI in the Operating Partnership ( 5,476 ) ( 26 ) ( 5,430 ) ( 46 )

Net loss (income) attributable to NCI in consolidated affiliates 577 ( 1,106 ) 192 ( 2,035 )

Net income attributable to Rayonier Inc.

$ 408,708 $ 1,903 $ 405,284 $ 3,260

Denominator for basic earnings per common share - weighted average shares 153,677,854 148,567,375

Basic (loss) earnings per common share attributable to Rayonier Inc.:

Denominator for basic earnings (loss) per common share - weighted average shares 155,536,320 148,910,214 154,612,221 148,738,795

Basic earnings (loss) per common share attributable to Rayonier Inc.:

Continuing operations $ 0.06 ($ 0.03 ) $ 0.03 ($ 0.06 )

Discontinued operations $ 2.57 $ 0.04 $ 2.59 $ 0.08

Basic (loss) earnings per common share ($ 0.02 ) $ 0.01

Basic earnings per common share $ 2.63 $ 0.01 $ 2.62 $ 0.02

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

The following table provides details of the calculation of diluted (loss) earnings per common share of the Company:

Three Months Ended March 31,

Diluted (loss) earnings per common share

Net loss from continuing operations ($ 5,592 ) ($ 4,510 )

The following table provides details of the calculation of diluted earnings (loss) per common share of the Company:

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Diluted earnings (loss) per common share

Net income (loss) from continuing operations $ 9,769 ($ 3,896 ) $ 4,176 ($ 8,406 )

Net loss from continuing operations attributable to NCI in the Operating Partnership (a) — 53 — 118

Net loss from continuing operations attributable to NCI in consolidated affiliates — 13 — 23

Net loss from continuing operations attributable to Rayonier Inc.

used for determining diluted loss per common share ($ 5,518 ) ($ 4,435 )

Net income from discontinued operations, net of tax 2,507 6,816

Net income (loss) from continuing operations attributable to Rayonier Inc.

used for determining diluted earnings (loss) per common share $ 9,769 ($ 3,830 ) $ 4,176 ($ 8,265 )

Net income from discontinued operations $ 403,838 $ 6,931 $ 406,346 $ 13,747

Net income from discontinued operations attributable to NCI in the Operating Partnership (a) — ( 79 ) — ( 164 )

Net income from discontinued operations attributable to NCI in consolidated affiliates ( 385 ) ( 939 )

Net loss (income) from discontinued operations attributable to NCI in consolidated affiliates 577 ( 1,119 ) 192 ( 2,058 )

Net income from discontinued operations attributable to Rayonier Inc.

used for determining diluted earnings per common share $ 404,415 $ 5,733 $ 406,538 $ 11,525

Net (loss) income ( 3,085 ) 2,306

Net loss (income) attributable to NCI in the Operating Partnership (a) 46 ( 20 )

Net income attributable to NCI in consolidated affiliates ( 385 ) ( 929 )

Net (loss) income attributable to Rayonier Inc.

used for determining diluted (loss) earnings per common share ($ 3,424 ) $ 1,357

Denominator for diluted earnings per common share - weighted average shares (b) 153,677,854 148,567,375

Diluted (loss) earnings per common share attributable to Rayonier Inc.:

Net income $ 413,607 $ 3,035 $ 410,522 $ 5,341

Net income attributable to NCI in the Operating Partnership (a) — ( 26 ) — ( 46 )

Net loss (income) attributable to NCI in consolidated affiliates 577 ( 1,106 ) 192 ( 2,035 )

Net income attributable to Rayonier Inc.

used for determining diluted earnings per common share $ 414,184 $ 1,903 $ 410,714 $ 3,260

Denominator for basic earnings (loss) per common share - weighted average shares 155,536,320 148,910,214 154,612,221 148,738,795

Dilutive effect of:

Performance shares, restricted shares and restricted stock units 107,773 — 191,547 —

Noncontrolling interests in Operating Partnership units 2,083,823 — 2,068,864 —

Contingently issuable shares and units from special dividend — — 1,269,964 —

Denominator for diluted earnings (loss) per common share - adjusted weighted average shares (b) 157,727,916 148,910,214 158,142,596 148,738,795

Diluted earnings (loss) per common share attributable to Rayonier Inc.:

Continuing operations $ 0.06 ($ 0.03 ) $ 0.03 ($ 0.06 )

Discontinued operations $ 2.56 $ 0.04 $ 2.57 $ 0.08

Diluted (loss) earnings per common share ($ 0.02 ) $ 0.01

Three Months Ended March 31,

Anti-dilutive shares excluded from the computations of diluted (loss) earnings per common share:

Stock options, performance shares, restricted shares, restricted stock units, noncontrolling interests in Operating Partnership units, and contingently issuable shares and units from special dividend (b) 5,019,873 2,902,249

(a) For the quarters ended March 31, 2025 and 2024, net (loss) income attributable to NCI in the Operating Partnership was included in the numerator for diluted (loss) earnings attributable to Rayonier Inc.

Diluted earnings per common share $ 2.63 $ 0.01 $ 2.60 $ 0.02

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Anti-dilutive shares excluded from the computations of diluted earnings (loss) per common share:

Stock options, performance shares, restricted shares, restricted stock units and noncontrolling interests in Operating Partnership units (b) 319,021 2,563,230 227,897 2,732,739

(a) For the three and six months ended June 30, 2024, net income (loss) attributable to NCI in the Operating Partnership was included in the numerator for diluted earnings (loss) attributable to Rayonier Inc.

due to a loss from continuing operations.

(b) For the quarters ended March 31, 2025 and 2024, the effect of anti-dilutive securities related to stock options, performance shares, restricted shares, restricted stock units and contingently issuable shares and units from the special dividend were not included in the denominator of calculating diluted loss (earnings) per share due to a loss from continuing operations.

Also, as a result of the net loss from continuing operations attributable to Rayonier Inc.

during the three months ended March 31, 2025 and 2024, the incremental shares related to noncontrolling interests in Operating Partnership units were excluded from the denominator of diluted loss per share.

(b) For the three and six months ended June 30, 2024, the effect of stock options, performance shares, restricted shares, restricted stock units, and incremental shares related to NCI in Operating Partnership units that are normally dilutive for purposes of calculating diluted earnings (loss) per common share were considered anti-dilutive and excluded from the denominator due to a loss from continuing operations.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

Basic (loss) earnings per unit (“EPU”) is calculated by dividing net income available to unitholders of Rayonier, L.P.

Basic earnings (loss) per unit (“EPU”) is calculated by dividing net income available to unitholders of Rayonier, L.P.

by the weighted average number of units outstanding.

1 unchanged sentence

by the weighted average number of units outstanding adjusted to include the potentially dilutive effect of outstanding unit equivalents, including stock options, performance shares, restricted shares, restricted stock units and contingently issuable shares and units.

The following table provides details of the calculations of basic (loss) earnings per unit of the Operating Partnership:

Three Months Ended March 31,

Basic (loss) earnings per unit

Net loss from continuing operations ($ 5,592 ) ($ 4,510 )

The following table provides details of the calculation of basic earnings (loss) per unit of the Operating Partnership:

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Basic earnings (loss) per unit

Net income (loss) from continuing operations $ 9,769 ($ 3,896 ) $ 4,176 ($ 8,406 )

Net loss from continuing operations attributable to NCI in consolidated affiliates — 13 — 23

Net loss from continuing operations available to unitholders ($ 5,592 ) ($ 4,500 )

Net income from discontinued operations, net of tax $ 2,507 $ 6,816

Net income from discontinued operations attributable to NCI in consolidated affiliates ( 385 ) ( 939 )

Net income (loss) from continuing operations available to unitholders $ 9,769 ($ 3,883 ) $ 4,176 ($ 8,383 )

Net income from discontinued operations $ 403,838 $ 6,931 $ 406,346 $ 13,747

Net loss (income) from discontinued operations attributable to NCI in consolidated affiliates 577 ( 1,119 ) 192 ( 2,058 )

Net income from discontinued operations available to unitholders $ 404,415 $ 5,812 $ 406,538 $ 11,689

Net (loss) income ($ 3,085 ) $ 2,306

Net income attributable to NCI in consolidated affiliates ( 385 ) ( 929 )

Net (loss) income available to unitholders ($ 3,470 ) $ 1,377

Denominator for basic earnings per unit - weighted average units 155,731,594 150,745,614

Basic (loss) earnings per unit attributable to Rayonier, L.P.:

Net income $ 413,607 $ 3,035 $ 410,522 $ 5,341

Net loss (income) attributable to NCI in consolidated affiliates 577 ( 1,106 ) 192 ( 2,035 )

Net income available to unitholders $ 414,184 $ 1,929 $ 410,714 $ 3,306

Denominator for basic earnings (loss) per unit - weighted average units 157,620,143 150,969,634 156,681,085 150,857,624

Basic earnings (loss) per unit attributable to Rayonier, L.P.:

Continuing operations $ 0.06 ($ 0.03 ) $ 0.03 ($ 0.06 )

Discontinued operations $ 2.57 $ 0.04 $ 2.59 $ 0.08

Basic (loss) earnings per unit ($ 0.02 ) $ 0.01

Basic earnings per unit $ 2.63 $ 0.01 $ 2.62 $ 0.02

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

The following table provides details of the calculations of diluted (loss) earnings per unit of the Operating Partnership:

Three Months Ended March 31,

Diluted (loss) earnings per unit

Net loss from continuing operations ($ 5,592 ) ($ 4,510 )

The following table provides details of the calculation of diluted earnings (loss) per unit of the Operating Partnership:

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Diluted earnings (loss) per unit