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Item 2. Management’s Discussion and Analysis

2025-08-08 compared with 2025-05-02 · 250 added, 127 removed, 499 unchanged (43% of the section changed)

12 unchanged sentences

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

On June 30, 2025, we completed the sale.

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.

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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, 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.

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 recent sale of the entities holding our interest in the New Zealand joint venture and the anticipated use of proceeds from such 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.

11 unchanged sentences

The MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and notes.

We are a leading timberland real estate investment trust (“REIT”) with assets located in some of the most productive softwood timber growing regions in the United States and New Zealand.

We are a leading timberland real estate investment trust (“REIT”) with assets located in some of the most productive softwood timber growing regions in the United States.

We invest in timberlands and actively manage them to provide current income and attractive long-term returns to our shareholders.

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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.

Due to the 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.

As of June 30, 2025, we owned or leased under long-term agreements approximately 2.0 million acres of timberlands located in the U.S.

South (1.74 million acres) and U.S.

Pacific Northwest (307,000 acres).

SEGMENT INFORMATION

18 unchanged sentences

With a higher proportion of pulpwood, our Southern Timber segment relies heavily on downstream markets for pulp and paper, and to a lesser extent wood pellet markets.

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

Our Pacific Northwest Timber segment relies primarily on domestic customers but demand for log exports to Asia-Pacific countries can also contribute to demand in the region.

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

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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

The following tables provide a breakdown of our timberland holdings as of June 30, 2025 and December 31, 2024.

(acres in 000s) As of June 30, 2025 As of December 31, 2024

Owned Leased Total Owned Leased Total

13 unchanged sentences

Total 1,961 85 2,046 2,144 326 2,470

(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.

(a) Represents legal acres owned and leased by our 77% New Zealand joint venture interest, which was sold on June 30, 2025.

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:

The following tables detail activity for owned and leased acres in our timberland holdings by state from December 31, 2024 to June 30, 2025:

(acres in 000s) Acres Owned

December 31, 2024

Acquisitions Sales Other March 31, 2025

Acquisitions Sales Other June 30, 2025

Alabama 250 — (1) — 249

11 unchanged sentences

Total 2,144 — (183) — 1,961

(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.

(a) Represents legal acres owned by our 77% New Zealand joint venture interest, which was sold on June 30, 2025.

See Note 2 — Discontinued Operations for additional information.

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December 31, 2024

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

New Leases Sold/Expired Leases (a) Other June 30, 2025

Alabama 3 — — — 3

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Total 326 — (241) — 85

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

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

New Zealand includes the impact of the sale of our New Zealand subsidiary.

(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.

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Three Months Ended

June 30, Six Months Ended

Financial Information (in millions) 2025 2024 2025 2024

2 unchanged sentences

Improved Development 8.5 2.6 11.8 4.4

Unimproved Development 3.0 — 3.0 —

Rural 15.7 7.5 21.0 16.2

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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 (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.

Income (loss) from continuing operations 9.8 (3.9) 4.2 (8.4)

(Loss) income from operations of discontinued operations, net of tax (0.6) 6.9 1.9 13.7

Gain on sale of discontinued operations 404.4 — 404.4 —

Income from discontinued operations 403.8 6.9 406.3 13.7

Net Income 413.6 3.0 410.5 5.3

Net loss (income) attributable to noncontrolling interests in consolidated affiliates 0.6 (1.1) 0.2 (2.0)

Net Income Attributable to Rayonier, L.P.

$414.2 $1.9 $410.7 $3.3

Net income attributable to noncontrolling interests in the Operating Partnership (5.5) — (5.4) —

Net Income Attributable to Rayonier Inc.

$408.7 $1.9 $405.3 $3.3

Adjusted EBITDA (e)

5 unchanged sentences

Total Adjusted EBITDA $44.9 $33.3 $71.9 $78.0

* 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.

(b) The six months ended June 30, 2025 includes $1.1 million of restructuring charges.

The three and six months ended June 30, 2024 includes $0.2 million of costs related to disposition initiatives.

The three months ended June 30, 2024 includes $1.1 million of net costs associated with legal settlements.

The six months ended June 30, 2024 includes $5.7 million of pension settlement charges and $2.4 million of net costs associated with legal settlements.

(d) The six months ended June 30, 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

June 30, Six Months Ended

Southern Timber Overview 2025 2024 2025 2024

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Three Months Ended

June 30, Six Months Ended

Pacific Northwest Timber Overview 2025 2024 2025 2024

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Net Stumpage Sales $11.3 $12.8 $22.3 $24.9

Non-Timber Sales 1.0 1.0

Land-Based Solutions — — 0.1 —

Other Non-Timber Sales 1.2 1.4 2.2 2.3

Total Sales $22.4 $24.3 $43.8 $49.5

10 unchanged sentences

Three Months Ended

June 30, Six Months Ended

Real Estate Overview * 2025 2024 2025 2024

1 unchanged sentence

Improved Development (a) $8.5 $2.6 $11.8 $4.4

Unimproved Development 3.0 — 3.0 —

Rural 15.7 7.5 21.0 16.2

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Improved Development (a) 26.1 54.9 104.4 60.9

Unimproved Development 311 — 311 —

Rural 2,926 1,439 3,879 2,937

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Improved Development (a) $324,577 $46,938 $112,842 $72,273

Unimproved Development 9,635 — 9,635 —

Rural 5,376 5,189 5,415 5,515

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Weighted Average (Adjusted) (c) $5,786 $5,189 $5,729 $4,992

Operating Loss ($1.0) ($0.1)

Operating Income $9.8 $0.5 $8.8 $0.4

(+) Depreciation, depletion and amortization 1.9 0.6 2.4 2.4

1 unchanged sentence

Adjusted EBITDA (d) $18.6 $4.5 $20.6 $9.1

* All periods presented exclude results from our 77% New Zealand joint venture interest, which was sold on June 30, 2025 and is reflected as Discontinued Operations in the Consolidated Financial Statements.

See Note 2 — Discontinued Operations for additional information.

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

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Three Months Ended

June 30, Six Months Ended

Trading Overview * 2025 2024 2025 2024

6 unchanged sentences

Adjusted EBITDA (a) ($0.1) — ($0.6) —

* 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.

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

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

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Real Estate Development Investments (a)

* 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.

$4.1 $4.6 $8.2 $10.1

See Note 2 — Discontinued Operations for additional information.

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

Discontinued Operations * 2025 2024 2025 2024

8 unchanged sentences

Total New Zealand Timber Sales $49.5 $53.8 $102.2 $99.5

Land Sales — 15.5 — 15.5

Total Real Estate Sales — $15.5 — $15.5

Trading Sales 2.7 4.4 6.6 12.8

5 unchanged sentences

Total sales from discontinued operations $52.6 $74.0 $109.3 $128.4

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):

(Loss) income from operations of discontinued operations, net of tax ($0.6) $6.9 $1.9 $13.7

Gain on sale of discontinued operations 404.4 — 404.4 —

Income from discontinued operations $403.8 $6.9 $406.3 $13.7

* Due to the Company selling the entities that hold its entire 77% New Zealand joint venture interest, 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 June 30, 2025 versus June 30, 2024 (millions of dollars):

Sales Southern Timber Pacific Northwest Timber Real Estate Trading Total

Three Months Ended

March 31, 2024

June 30, 2024

$59.3 $24.3 $15.5 $0.6 $99.6

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Three Months Ended

March 31, 2025

June 30, 2025

$53.3 $22.4 $29.4 $1.4 $106.5

2 unchanged sentences

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

Sales Southern Timber Pacific Northwest Timber Real Estate Trading Total

Six Months Ended

June 30, 2024

$129.3 $49.5 $31.0 $3.5 $213.3

Volume (11.4) (4.0) 5.0 (1.1) (11.5)

Price (12.0) 1.9 9.4 (0.6) (1.3)

Non-timber sales (a) 0.1 (0.1) — — —

Other (1.7) (b) (3.5) (b) (5.8) (c) — (11.0)

Six Months Ended

June 30, 2025

$104.3 $43.8 $39.6 $1.8 $189.5

(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.

(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

March 31, 2024

June 30, 2024

$17.1 ($1.5) $0.5 — ($11.6) $4.5

7 unchanged sentences

Three Months Ended

March 31, 2025

June 30, 2025

$12.6 $1.6 $9.8 ($0.1) ($9.3) $14.5

3 unchanged sentences

(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.

Corporate and Other includes $0.2 million of costs related to disposition initiatives in the prior year period.

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

Six Months Ended

June 30, 2024

$40.1 ($5.8) $0.4 — ($21.5) $13.2

Volume (6.0) (0.4) 3.2 — — (3.2)

Price (a) (12.0) 1.9 9.4 — — (0.7)

Cost (0.2) 3.9 0.4 (0.6) 3.6 7.1

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

Depreciation, depletion & amortization 0.7 2.8 0.5 — 0.1 4.1

Non-cash cost of land and improved development — — (2.5) — — (2.5)

Other (c) — — (2.6) — (0.9) (3.5)

Six Months Ended

June 30, 2025

$22.7 $2.3 $8.8 ($0.6) ($18.7) $14.6

(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”) 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 in the current period, compared to $0.2 million of costs related to disposition initiatives in the prior year period.

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

Three Months Ended

March 31, 2024

June 30, 2024

$33.9 $5.9 $4.5 — ($11.0) $33.3

5 unchanged sentences

Three Months Ended

March 31, 2025

June 30, 2025

$28.4 $7.0 $18.6 ($0.1) ($8.9) $44.9

4 unchanged sentences

(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.

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

Six Months Ended

June 30, 2024

$78.7 $10.6 $9.1 — ($20.4) $78.0

Volume (11.2) (3.0) 5.0 — — (9.2)

Price (b) (12.0) 1.9 9.4 — — (0.7)

Cost (0.2) 3.9 0.4 (0.6) 3.6 7.1

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

Other (d) — — (3.3) — — (3.3)

Six Months Ended

June 30, 2025

$55.4 $13.3 $20.6 ($0.6) ($16.8) $71.9

(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.

(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

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

Second quarter sales of $53.3 million decreased $6.0 million, or 10%, versus the prior year period.

Harvest volumes decreased 5% to 1.60 million tons versus 1.67 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 9% to $26.75 per ton versus $29.28 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.

Average pine pulpwood stumpage realizations decreased 25% to $13.05 per ton versus $17.38 per ton in the prior year period, driven by the continued impact of salvage volume on the market, softer demand from pulp mills due to maintenance outages and reduced capacity, and an unfavorable shift in geographic mix.

Overall, weighted-average net stumpage realizations (including hardwood) decreased 14% to $19.18 per ton versus $22.21 per ton in 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.

Operating income of $12.6 million decreased $4.5 million versus the prior year period due to lower net stumpage realizations ($4.8 million) and lower volumes ($0.9 million), partially offset by lower costs ($0.8 million), higher non-timber income ($0.2 million), and lower depletion expense ($0.2 million).

Second quarter Adjusted EBITDA of $28.4 million was 16%, or $5.5 million, below the prior year period.

Year-to-date sales of $104.3 million decreased $25.0 million, or 19%, versus the prior year period.

Harvest volumes decreased 14% to 3.18 million tons versus 3.68 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 12% to $26.35 per ton versus $30.04 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 21% to $13.58 per ton versus $17.12 per ton in the prior year period, driven by the continued impact of salvage volume on the market, softer demand from pulp mills due to maintenance outages and reduced capacity, and an unfavorable shift in geographic mix.

Overall, weighted-average stumpage realizations (including hardwood) decreased 17% to $18.91 per ton versus $22.68 per ton in the prior year period.

Operating income of $22.7 million decreased $17.4 million versus the prior year period due to lower net stumpage realizations ($12.0 million), lower volumes ($6.0 million) and higher costs ($0.2 million), partially offset by lower depletion expense ($0.7 million) and higher non-timber income ($0.1 million).

Year-to-date Adjusted EBITDA of $55.4 million was 30%, or $23.2 million, below the prior year period.

PACIFIC NORTHWEST TIMBER

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

Second quarter sales of $22.4 million decreased $1.9 million, or 8%, versus the prior year period.

Harvest volumes decreased 15% to 248,000 tons versus 293,000 tons in the prior year period due to the impact of the Large Dispositions completed in the fourth quarter of 2024.

Average delivered prices for domestic sawtimber increased 6% to $96.17 per ton versus $90.70 per ton in the prior year period due to strong demand from domestic lumber mills in anticipation of additional duties on Canadian lumber, as well as a favorable geographic mix resulting from recent Large Dispositions.

Average delivered pulpwood prices increased 4% to $31.52 per ton versus $30.20 per ton in the prior year period due to modestly improved supply/demand dynamics.

Operating income of $1.6 million versus an operating loss of ($1.5) million in the prior year period was driven by lower costs ($2.2 million), lower depletion expense ($1.0 million), and higher net stumpage realizations ($0.5 million), partially offset by lower volumes ($0.4 million) and lower non-timber income ($0.2 million).

Second quarter Adjusted EBITDA of $7.0 million was 17%, or $1.0 million, above the prior year period.

Year-to-date sales of $43.8 million decreased $5.7 million, or 11%, versus the prior year period.

Harvest volumes decreased 17% to 509,000 tons versus 610,000 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 prices for domestic sawtimber increased 7% to $93.39 per ton versus $87.57 per ton in the prior year period, primarily due to improved demand from domestic lumber mills in anticipation of additional duties on Canadian lumber and a favorable geographic mix.

Average delivered pulpwood prices increased 4% to $30.79 per ton versus $29.74 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.

Operating income of $2.3 million versus an operating loss of $5.8 million in the prior year period was driven by lower costs ($3.9 million), lower depletion expense ($2.8 million) and higher net stumpage realizations ($1.9 million), partially offset by lower volumes ($0.4 million) and lower non-timber income ($0.1 million).

Year-to-date Adjusted EBITDA of $13.3 million was 25%, or $2.7 million, above the prior year period.

Second quarter sales of $29.4 million increased $14.0 million versus the prior year period, while operating income of $9.8 million increased $9.3 million versus the prior year period.

Sales and operating income increased versus the prior year period primarily due to higher acres sold (3,263 acres sold versus 1,494 acres sold in the prior year period) and higher weighted-average prices ($8,340 per acre versus $6,722 per acre in the prior year period).

Improved Development sales of $8.5 million included $5.2 million from the Heartwood development project south of Savannah, Georgia and $3.3 million from the Wildlight development project north of Jacksonville, Florida.

Sales in Heartwood included a 23-acre commercial parcel for $5.2 million ($225,000 per acre).

Sales in Wildlight consisted of two commercial parcels totaling 3.1 acres ($1.1 million per acre).

This compares to Improved Development sales of $2.6 million in the prior year period.

Unimproved Development sales of $3.0 million consisted of a 311-acre transaction in Flagler County, Florida for $9,635 per acre.

There were no unimproved development sales in the prior year period.

Rural sales of $15.7 million consisted of 2,926 acres at an average price of $5,376 per acre.

This compares to prior year period sales of $7.5 million, which consisted of 1,439 acres at an average price of $5,189 per acre.

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.

Second quarter Adjusted EBITDA of $18.6 million increased $14.0 million versus the prior year period.

Year-to-date sales of $39.6 million increased $8.6 million versus the prior year period, while operating income of $8.8 million increased $8.4 million versus the prior year period.

Sales and operating income increased in the first six months primarily due to higher weighted-average prices ($8,332 per acre versus $6,187 per acre in the prior year period) and higher acres sold (4,294 acres sold versus 3,428 acres sold in the prior year period).

Year-to-date Adjusted EBITDA of $20.6 million increased $11.5 million versus the prior year period.

Second quarter sales of $1.4 million increased $0.8 million versus the prior year period, primarily due to higher volumes.

Sales volumes were 18,000 tons in the second quarter compared to 5,000 tons in the prior year period.

The Trading segment generated an operating loss of $0.1 million versus breakeven results in the prior year period.

CORPORATE AND OTHER EXPENSE / ELIMINATIONS

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.

Year-to-date sales of $1.8 million decreased $1.7 million versus the prior year period, primarily due to lower volumes.

Sales volumes of 19,000 tons decreased 32% versus the prior year period.

The Trading segment generated a year-to-date operating loss and Adjusted EBITDA of $0.6 million versus breakeven results in the prior year period.

CORPORATE AND OTHER EXPENSE

Second quarter corporate and other operating expenses of $9.3 million decreased $2.3 million versus the prior year period, primarily due to lower compensation and benefits expenses.

Year-to-date corporate and other operating expenses of $18.7 million decreased $2.8 million versus the prior year period, primarily due to lower compensation and benefits expenses.

The current period includes $1.1 million of restructuring charges, while the prior-year period included $0.2 million of costs related to disposition initiatives.

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

INTEREST EXPENSE, NET

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

Second quarter and year-to-date interest expense of $6.5 million and $12.9 million decreased $2.5 million and $5.0 million, respectively, 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.

Second quarter and year-to-date interest income of $2.3 million and $5.2 million increased $0.6 million and $1.5 million, respectively, 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.

Second quarter other miscellaneous expense of $0.5 million compares to prior year period other miscellaneous expense of $1.2 million, which included $1.1 million of net costs associated with legal settlements.

Year-to-date other miscellaneous expense of $2.4 million includes $1.7 million of net costs associated with legal settlements.

This compares to prior year period other miscellaneous expense of $8.3 million, which included a $5.7 million pension settlement charge and $2.4 million of net costs associated with legal settlements.

INCOME TAX (EXPENSE) BENEFIT

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.

Year-to-date 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

Discontinued operations relates to our New Zealand joint venture.

Second quarter income of $403.8 million includes a $404.4 million gain on the sale of the Company’s New Zealand joint venture interest and a $0.6 million loss from operations of discontinued operations, net of tax.

This compares to prior year period income from operations of discontinued operations, net of tax of $6.9 million.

Year-to-date income of $406.3 million includes a $404.4 million gain on the sale of the Company’s New Zealand joint venture interest and $1.9 million of income from operations of discontinued operations, net of tax.

This compares to prior year period income from operations of discontinued operations, net of tax of $13.7 million.

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.

During the second quarter, the Company repurchased approximately 1.5 million shares at an average price of $23.71 per share, or $34.9 million in total.

As of June 30, 2025, the Company had approximately 154.8 million common shares and 2.1 million Redeemable Operating Partnership Units outstanding.

As of June 30, the Company had $262.4 million remaining on its current share repurchase authorization.

Year-to-date, the Company repurchased approximately 1.6 million shares at an average price of $23.95 per share, or $37.6 million in total.

In our Southern Timber segment, we expect full-year harvest volumes toward the lower end of our prior guidance range, although we expect materially higher volumes in the second half versus the first half of the year.

We further expect that pine net stumpage realizations will be modestly higher in the second half of the year as compared to the first half due to reduced salvage volume on the market, more normalized demand conditions following several extended mill outages, and favorable geographic mix.

In our Pacific Northwest Timber segment, we expect full-year harvest volumes consistent with our prior guidance.

Weighted-average log pricing is expected to be modestly higher in the second half of the year versus the first half due to the anticipated effect of increased duties on Canadian lumber imports.

Turning to our Real Estate segment, we remain encouraged by our transaction pipeline and expect significant closing activity over the balance of the year.

LIQUIDITY AND CAPITAL RESOURCES

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SUMMARY OF LIQUIDITY AND FINANCING COMMITMENTS

March 31, December 31,

June 30, December 31,

(millions of dollars) 2025 2024

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Net debt to enterprise value (b)(c) 4 % 16 %

(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.

(a) Total debt as of June 30, 2025 and December 31, 2024 reflects principal on long-term debt and current maturities of 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 $27.88 and $26.10 as of March 31, 2025 and December 31, 2024, respectively.

“OP” units) plus net debt based on Rayonier’s share price of $22.18 and $26.10 as of June 30, 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 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:

As of June 30, 2025, $269.7 million remains available for issuance under the 2022 ATM Program.

There were no common shares issued under the ATM program during the three and six months ended June 30, 2025 and 2024.

The following table summarizes our cash flows from operating, investing and financing activities for the six months ended June 30, 2025 and 2024:

(millions of dollars) 2025 2024

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Cash provided by operating activities decreased $18.9 million from the prior year period, primarily due to lower operating results and changes in working capital.

CASH USED FOR INVESTING ACTIVITIES

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 PROVIDED BY (USED FOR) INVESTING ACTIVITIES

Cash provided by investing activities was $658.3 million in the current period compared to cash used for investing activities of $47.4 million in the prior year period, due to net proceeds on the sale of the Company’s New Zealand joint venture interest ($687.6 million), higher cash provided by the sale of property, plant and equipment and other investing activities ($8.8 million), lower capital expenditures from continuing operations ($6.4 million), lower real estate development investments ($1.9 million), and lower capital expenditures from discontinued operations ($1.0 million).

CASH USED FOR FINANCING ACTIVITIES

Cash used for financing activities increased $73.5 million from the prior year period.

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).

This is primarily due to higher dividends paid on common shares ($37.8 million), increases in share repurchases ($36.1 million) and higher distributions to noncontrolling interests in the Operating Partnership ($0.4 million), partially offset by lower distributions to noncontrolling interests in consolidated affiliates ($0.7 million).

FUTURE USES OF CASH

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Long-term debt (a) $850.0 — — $400.0 $450.0

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

Operating leases — timberland (c) 23.5 2.6 5.5 4.3 11.1

Operating leases — PP&E, offices (c) 0.6 0.3 0.2 0.1 —

Current maturities of long-term debt (b) 200.0 — 200.0 — —

Interest payments on long-term debt (c) 166.0 24.6 77.5 45.3 18.6

Operating leases — timberland (d) 23.2 2.3 5.5 4.3 11.1

Operating leases — PP&E, offices (d) 0.6 0.2 0.3 0.1 —

Commitments — real estate projects 76.1 16.1 34.6 16.0 9.4

Commitments — environmental remediation (d) 6.6 1.4 1.8 0.5 2.9

Commitments — other (e) 2.2 0.6 1.0 0.2 0.4

Commitments — environmental remediation (e) 5.7 0.4 1.8 0.6 2.9

Commitments — other (f) 2.1 0.5 1.0 0.2 0.4

Total $1,323.7 $44.1 $320.7 $466.5 $492.4

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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 March 31, 2025 and excludes the impact of hedging.

(d) Commitments — environmental remediation represents our estimate of potential liability associated with environmental contamination and Natural Resource Damages in Port Gamble, Washington.

(b) The book value of current maturities of long-term debt is currently recorded on our Consolidated Balance Sheets net of an immaterial amount of deferred financing costs.

See Note 7 - Debt for additional information.

(c) Projected interest payments for variable-rate debt were calculated based on outstanding principal amounts and interest rates as of June 30, 2025 and excludes the impact of hedging.

(d) Excludes anticipated renewal options.

(e) Commitments — environmental remediation represents our estimate of potential liability associated with environmental contamination and Natural Resource Damages in Port Gamble, Washington.

See Note 11 - Environmental and Natural Resource Damage Liabilities for additional information.

(e) Commitments — other includes other purchase obligations.

(f) 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 facility.

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

See Note 12 — Guarantees for details on the letters of credit and surety bonds as of June 30, 2025.

SUMMARY OF GUARANTOR FINANCIAL INFORMATION

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

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

for the six months ended June 30, 2025 and year ended December 31, 2024 are provided in the table below:

(in millions) June 30, 2025 December 31, 2024

Current assets $902.6 $311.9

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

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

for the six months ended June 30, 2025 and year ended December 31, 2024 are provided in the table below:

(in millions) June 30, 2025 December 31, 2024

Cost and expenses ($15.6) ($35.4)

2 unchanged sentences

Revenue from non-guarantors 298.8 1,263.0

LIQUIDITY FACILITIES

See Note 7 — Debt for information on liquidity facilities and other outstanding debt, as well as information on covenants that must be met in connection with our Senior Notes due 2031, 2015 Term Loan Agreement, 2016 Incremental Term Loan Agreement, 2021 Incremental Term Loan Agreement and Revolving Credit Facility.

RESTRICTED CASH

See Note 18 — Restricted Cash for further information regarding the funds deposited with a third-party intermediary and cash held in escrow.

PERFORMANCE AND LIQUIDITY INDICATORS

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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 expense, income from discontinued operations, restructuring charges and Large Dispositions.

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 (loss) from operations of discontinued operations, gain on sale of discontinued operations, restructuring charges, costs related to disposition initiatives and Large Dispositions.

Management uses CAD as a liquidity measure.

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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):

We reconcile Adjusted EBITDA to Net 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 Income to Adjusted EBITDA for the respective periods (in millions of dollars):

Three Months Ended

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)

June 30, Six Months Ended

2025 2024 2025 2024

Net Income to Adjusted EBITDA Reconciliation

Net Income $413.6 $3.0 $410.5 $5.3

Loss (income) from operations of discontinued operations, net of tax (a) 0.6 (6.9) (1.9) (13.7)

Gain on sale of discontinued operations (b) (404.4) — (404.4) —

Interest, net and miscellaneous income 4.2 7.3 7.7 14.3

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

Income tax expense (benefit) (c) — — 0.3 (1.0)

Depreciation, depletion and amortization 23.4 25.2 46.9 58.3

Non-cash cost of land and improved development 6.9 3.4 9.3 6.4

Non-operating expense (c) 1.8 7.0

Restructuring charges (d) 1.1 —

Non-operating expense (d) 0.6 1.2 2.4 8.3

Restructuring charges (e) — — 1.1 —

Costs related to disposition initiatives (f) — 0.2 — 0.2

Adjusted EBITDA $44.9 $33.3 $71.9 $78.0

(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.

(a) Loss (income) from operations of discontinued operations, net of tax includes loss (income) generated by the Company's New Zealand joint venture interest, which was classified as discontinued operations prior to its June 30, 2025 disposition.

(b) Gain on sale of discontinued operations reflects the net gain recognized on the sale of the Company’s New Zealand joint venture interest.

(d) The six months ended June 30, 2025 includes $1.7 million of net costs associated with legal settlements.

The three months ended June 30, 2024 includes $1.1 million of net costs associated with legal settlements.

The six months ended June 30, 2024 includes $5.7 million of pension settlement charges and $2.4 million of net costs associated with legal settlements.

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

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

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 Real Estate Trading Corporate

March 31, 2025

June 30, 2025

Operating income (loss) $12.6 $1.6 $9.8 ($0.1) ($9.3) $14.5

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Non-cash cost of land and improved development — — 6.9 — — 6.9

Adjusted EBITDA $28.4 $7.0 $18.6 ($0.1) ($8.9) $44.9

June 30, 2024

Operating income (loss) $17.1 ($1.5) $0.5 — ($11.6) $4.5

Depreciation, depletion and amortization 16.8 7.4 0.6 — 0.4 25.2

Non-cash cost of land and improved development — — 3.4 — — 3.4

Costs related to disposition initiatives (a) — — — — 0.2 0.2

Adjusted EBITDA $33.9 $5.9 $4.5 — ($11.0) $33.3

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

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

June 30, 2025

Operating income (loss) $22.7 $2.3 $8.8 ($0.6) ($18.7) $14.6

Depreciation, depletion and amortization 32.7 11.0 2.4 — 0.8 46.9

Non-cash cost of land and improved development — — 9.3 — — 9.3

Restructuring charges (a) — — — — 1.1 1.1

Adjusted EBITDA $55.4 $13.3 $20.6 ($0.6) ($16.8) $71.9

March 31, 2024

June 30, 2024

Operating income (loss) $40.1 ($5.8) $0.4 — ($21.5) $13.2

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Non-cash cost of land and improved development — — 6.4 — — 6.4

Costs related to disposition initiatives (b) — — — — 0.2 0.2

Adjusted EBITDA $78.7 $10.6 $9.1 — ($20.4) $78.0

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

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

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

Three Months Ended March 31,

Six Months Ended June 30,

Cash provided by operating activities $88.7 $107.6

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CAD after mandatory debt repayments $46.7 $38.4

Cash used for investing activities ($21.4) ($24.0)

Cash provided by (used for) investing activities $658.3 ($47.4)

Cash used for financing activities ($198.6) ($125.1)

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

Three Months Ended March 31,

Six Months Ended June 30,

Real Estate Development Investments ($8.2) ($10.1)

Distributions to noncontrolling interests in consolidated affiliates (3.1) (3.8)

LIQUIDITY FACILITIES

2025 DEBT ACTIVITY

See Note 7 — Debt for additional information.

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