RAYONIER INC 10-Q

Item 1. Financial Statements RAYONIER INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS) (Unaudited) (Dollars in thousands, except per share amounts) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 SALES ( NOTE 4 ) $ 106,538 $ 99,639 $ 189,459 $ 213,343 Costs and Expenses Cost of sales ( 74,906 ) ( 74,300 ) ( 139,858 ) ( 160,423 ) Selling and general expenses ( 16,922 ) ( 20,609 ) ( 33,613 ) ( 39,589 ) 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 Interest expense, net ( 6,542 ) ( 9,029 ) ( 12,936 ) ( 17,977 ) Interest income 2,327 1,759 5,203 3,654 Other miscellaneous expense, net ( 561 ) ( 1,173 ) ( 2,404 ) ( 8,253 ) INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 9,769 ( 3,896 ) 4,467 ( 9,397 ) Income tax (expense) benefit ( Note 16 ) — — ( 291 ) 991 INCOME (LOSS) FROM CONTINUING OPERATIONS 9,769 ( 3,896 ) 4,176 ( 8,406 ) DISCONTINUED OPERATIONS, NET ( NOTE 2 ) (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 Less: Net income attributable to noncontrolling interests in the Operating Partnership ( 5,476 ) ( 26 ) ( 5,430 ) ( 46 ) Less: 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 INCOME (LOSS), RELATING TO CONTINUING OPERATIONS Cash flow hedges, net of income tax effect of $ 0 , $ 0 , $ 0 and $ 0 ( 5,968 ) ( 2,097 ) ( 14,727 ) 5,666 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 Foreign currency translation adjustment, net of income tax effect of $ 0 , $ 0 , $ 0 and $ 0 16,842 6,014 20,475 ( 10,937 ) Cash flow hedges, net of income tax effect of $ 2,866 , $ 892 , $ 3,531 and $ 973 7,368 2,295 9,080 ( 2,502 ) 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 Less: Comprehensive income attributable to noncontrolling interests in the Operating Partnership ( 6,071 ) ( 100 ) ( 5,973 ) ( 83 ) Less: 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 ) Discontinued Operations $ 2.57 $ 0.04 $ 2.59 $ 0.08 Net Income $ 2.63 $ 0.01 $ 2.62 $ 0.02 DILUTED EARNINGS (LOSS) PER 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 Net Income $ 2.63 $ 0.01 $ 2.60 $ 0.02 See Notes to Consolidated Financial Statements. 1 Table of Contents RAYONIER INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) (Dollars in thousands) June 30, 2025 December 31, 2024 ASSETS CURRENT ASSETS Cash and cash equivalents $ 892,256 $ 303,065 Restricted cash, current ( Note 18 ) — 19,366 Trade receivables, less allowance for doubtful accounts of $ 325 and $ 401 11,475 8,006 Other receivables 4,780 13,267 Inventory ( Note 14 ) 33,434 30,879 Prepaid expenses 8,537 9,566 Assets held for sale (excluding discontinued operations) ( Note 19 ) 4,666 5,371 Other current assets 4,775 53 Current assets of discontinued operations ( Note 2 ) — 47,320 Total current assets 959,923 436,893 TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION 2,345,249 2,384,345 HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS ( NOTE 13 ) 115,216 109,610 PROPERTY, PLANT AND EQUIPMENT Land 5,581 5,581 Buildings 24,493 24,493 Machinery and equipment 5,734 4,876 Construction in progress 776 779 Total property, plant and equipment, gross 36,584 35,729 Less — accumulated depreciation ( 19,245 ) ( 18,297 ) Total property, plant and equipment, net 17,339 17,432 RESTRICTED CASH, NON-CURRENT ( NOTE 18 ) 677 676 RIGHT-OF-USE ASSETS 18,170 18,588 OTHER ASSETS 57,676 78,276 NON-CURRENT ASSETS OF DISCONTINUED OPERATIONS ( NOTE 2 ) — 428,599 TOTAL ASSETS $ 3,514,250 $ 3,474,419 LIABILITIES, NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable $ 14,850 $ 16,914 Current maturities of long-term debt, net ( Note 7 ) 199,956 — Accrued taxes 6,419 1,840 Accrued payroll and benefits 7,840 15,317 Accrued interest 4,610 5,228 Dividend and distribution payable — 271,815 Deferred revenue 32,571 20,902 Other current liabilities 8,004 9,359 Current liabilities of discontinued operations ( Note 2 ) — 47,335 Total current liabilities 274,250 388,710 LONG-TERM DEBT, NET ( NOTE 7 ) 844,905 1,044,410 LONG-TERM LEASE LIABILITY 15,454 16,260 LONG-TERM DEFERRED REVENUE 11,844 10,697 OTHER NON-CURRENT LIABILITIES 12,227 11,125 NON-CURRENT LIABILITIES OF DISCONTINUED OPERATIONS ( NOTE 2 ) — 170,841 CONTINGENCIES ( NOTE 10 ) NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP ( NOTE 5 ) 53,353 51,843 SHAREHOLDERS’ EQUITY Common Shares, 480,000,000 shares authorized, 154,761,232 and 148,536,643 shares issued and outstanding 1,726,418 1,522,487 Retained earnings 545,087 257,254 Accumulated other comprehensive income (loss) ( Note 17 ) 30,712 ( 10,429 ) TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY 2,302,217 1,769,312 Noncontrolling interests in consolidated affiliates ( Note 5 ) — 11,221 TOTAL SHAREHOLDERS’ EQUITY 2,302,217 1,780,533 TOTAL LIABILITIES, NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP AND SHAREHOLDERS’ EQUITY $ 3,514,250 $ 3,474,419 See Notes to Consolidated Financial Statements. 2 Table of Contents RAYONIER INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited) (Dollars in thousands, except share data) Common Shares Retained Earnings Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests in Consolidated Affiliates Shareholders’ Equity Shares Amount Balance, January 1, 2025 148,536,643 $ 1,522,487 $ 257,254 ($ 10,429 ) $ 11,221 $ 1,780,533 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 Dividends ($ 0.2725 per share) (a) — — ( 42,686 ) — — ( 42,686 ) Issuance of common shares from special dividend (b) 7,560,983 200,454 — — — 200,454 Issuance of shares under incentive stock plans 5,566 — — — — — Stock-based incentive compensation — 2,281 — — — 2,281 Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 1,420 ) ( 38 ) — — — ( 38 ) Repurchase of common shares made under repurchase program ( 95,000 ) — ( 2,623 ) — — ( 2,623 ) Adjustment of noncontrolling interests in the Operating Partnership — — ( 4,341 ) — — ( 4,341 ) Conversion of units into common shares 1,000 28 — — — 28 Pension and postretirement benefit plans — — — ( 2 ) — ( 2 ) Foreign currency translation adjustment — — — 3,515 118 3,633 Cash flow hedges — — — ( 7,441 ) 394 ( 7,047 ) Allocation of other comprehensive loss to noncontrolling interests in the Operating Partnership — — — 53 — 53 Distributions to noncontrolling interests in consolidated affiliates — — — — ( 1,911 ) ( 1,911 ) 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. Consolidated Statements of Cash Flows and Note 5 — Noncontrolling Interests . (b) Reflects the issuance of shares related to the Company’s special dividend of $ 1.80 per common share, paid on January 30, 2025, to shareholders of record as of December 12, 2024. This dividend comprised a combination of cash and the Company’s common shares. 3 Table of Contents RAYONIER INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (CONTINUED) (Unaudited) (Dollars in thousands, except share data) Common Shares Retained Earnings Accumulated Other Comprehensive Income Noncontrolling Interests in Consolidated Affiliates Shareholders’ Equity Shares Amount Balance, January 1, 2024 148,299,117 $ 1,497,641 $ 338,244 $ 24,651 $ 17,066 $ 1,877,602 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 ) Dividends ($ 0.285 per share) (a) — — ( 42,777 ) — — ( 42,777 ) Issuance of shares under incentive stock plans 752 — — — — — Stock-based incentive compensation — 3,218 — — — 3,218 Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 924 ) ( 31 ) — — — ( 31 ) Adjustment of noncontrolling interests in the Operating Partnership — — ( 291 ) — — ( 291 ) Conversion of units into common shares 350,376 11,511 — — — 11,511 Pension and postretirement benefit plans — — — 9,562 — 9,562 Foreign currency translation adjustment — — — ( 16,178 ) ( 773 ) ( 16,951 ) Cash flow hedges — — — 4,070 ( 1,104 ) 2,966 Allocation of other comprehensive loss to noncontrolling interests in the Operating Partnership — — — 265 — 265 Distributions to noncontrolling interests in consolidated affiliates — — — — ( 1,713 ) ( 1,713 ) 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. Consolidated Statements of Cash Flows and Note 5 — Noncontrolling Interests . See Notes to Consolidated Financial Statements. 4 Table of Contents RAYONIER INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in thousands) Six Months Ended June 30, 2025 2024 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 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 Deferred income taxes ( 2,571 ) ( 2,319 ) Pension settlement charge — 5,673 Other 9,020 1,262 Changes in operating assets and liabilities: Receivables 4,890 ( 4,760 ) Inventories 233 ( 379 ) Accounts payable ( 1,903 ) 2,385 All other operating activities 1,737 9,753 CASH PROVIDED BY OPERATING ACTIVITIES 88,687 107,627 INVESTING ACTIVITIES Capital expenditures from continuing operations ( 22,427 ) ( 28,858 ) Capital expenditures from discontinued operations ( 7,098 ) ( 8,084 ) 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 PROVIDED BY (USED FOR) INVESTING ACTIVITIES 658,265 ( 47,445 ) FINANCING ACTIVITIES 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 ) Repurchase of common shares made under repurchase program ( 37,551 ) — Distributions to noncontrolling interests in consolidated affiliates ( 3,082 ) ( 3,760 ) CASH USED FOR FINANCING ACTIVITIES ( 198,609 ) ( 125,078 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH 1,390 ( 895 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH Change in cash, cash equivalents and restricted cash 549,733 ( 65,791 ) Balance from continuing operations, beginning of year 323,107 180,362 Balance from discontinued operations, beginning of year 20,093 28,012 Total Balance, beginning of year $ 343,200 $ 208,374 Balance from continuing operations, end of period 892,933 120,877 Balance from discontinued operations, end of period — 21,706 Total Balance, end of period $ 892,933 $ 142,583 (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 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. (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 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. 5 Table of Contents RAYONIER INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (Unaudited) (Dollars in thousands) Six Months Ended June 30, 2025 2024 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period: Interest (a) $ 9,296 $ 15,727 Income taxes (b) 4,038 3,839 Non-cash investing and financing activity: Capital assets purchased on account 7,430 4,766 Issuance of common shares from special dividend 200,454 — Issuance of Redeemable Operating Partnership Units from special distribution 2,681 — (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 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. 6 Table of Contents RAYONIER, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS) (Unaudited) (Dollars in thousands, except per unit amounts) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 SALES ( NOTE 4 ) $ 106,538 $ 99,639 $ 189,459 $ 213,343 Costs and Expenses Cost of sales ( 74,906 ) ( 74,300 ) ( 139,858 ) ( 160,423 ) Selling and general expenses ( 16,922 ) ( 20,609 ) ( 33,613 ) ( 39,589 ) 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 Interest expense, net ( 6,542 ) ( 9,029 ) ( 12,936 ) ( 17,977 ) Interest income 2,327 1,759 5,203 3,654 Other miscellaneous expense, net ( 561 ) ( 1,173 ) ( 2,404 ) ( 8,253 ) INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 9,769 ( 3,896 ) 4,467 ( 9,397 ) Income tax (expense) benefit ( Note 16 ) — — ( 291 ) 991 INCOME (LOSS) FROM CONTINUING OPERATIONS 9,769 ( 3,896 ) 4,176 ( 8,406 ) DISCONTINUED OPERATIONS, NET ( NOTE 2 ) (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 Less: 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 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 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 ( 5,968 ) ( 2,097 ) ( 14,727 ) 5,666 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 Foreign currency translation adjustment, net of income tax effect of $ 0 , $ 0 , $ 0 and $ 0 16,842 6,014 20,475 ( 10,937 ) Cash flow hedges, net of income tax effect of $ 2,866 , $ 892 , $ 3,531 and $ 973 7,368 2,295 9,080 ( 2,502 ) 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 Less: 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 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 ) Discontinued Operations $ 2.57 $ 0.04 $ 2.59 $ 0.08 Net Income $ 2.63 $ 0.01 $ 2.62 $ 0.02 DILUTED EARNINGS (LOSS) PER UNIT ATTRIBUTABLE TO RAYONIER L.P. Continuing Operations $ 0.06 ($ 0.03 ) $ 0.03 ($ 0.06 ) Discontinued Operations $ 2.56 $ 0.04 $ 2.57 $ 0.08 Net Income $ 2.63 $ 0.01 $ 2.60 $ 0.02 See Notes to Consolidated Financial Statements. 7 Table of Contents RAYONIER, L.P. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) (Dollars in thousands) June 30, 2025 December 31, 2024 ASSETS CURRENT ASSETS Cash and cash equivalents $ 892,256 $ 303,065 Restricted cash, current ( Note 18 ) — 19,366 Trade receivables, less allowance for doubtful accounts of $ 325 and $ 401 11,475 8,006 Other receivables 4,780 13,267 Inventory ( Note 14 ) 33,434 30,879 Prepaid expenses 8,537 9,566 Assets held for sale (excluding discontinued operations) ( Note 19 ) 4,666 5,371 Other current assets 4,775 53 Current assets of discontinued operations ( Note 2 ) — 47,320 Total current assets 959,923 436,893 TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION 2,345,249 2,384,345 HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS ( NOTE 13 ) 115,216 109,610 PROPERTY, PLANT AND EQUIPMENT Land 5,581 5,581 Buildings 24,493 24,493 Machinery and equipment 5,734 4,876 Construction in progress 776 779 Total property, plant and equipment, gross 36,584 35,729 Less — accumulated depreciation ( 19,245 ) ( 18,297 ) Total property, plant and equipment, net 17,339 17,432 RESTRICTED CASH, NON-CURRENT ( NOTE 18 ) 677 676 RIGHT-OF-USE ASSETS 18,170 18,588 OTHER ASSETS 57,676 78,276 NON-CURRENT ASSETS OF DISCONTINUED OPERATIONS ( NOTE 2 ) — 428,599 TOTAL ASSETS $ 3,514,250 $ 3,474,419 LIABILITIES, REDEEMABLE OPERATING PARTNERSHIP UNITS AND CAPITAL CURRENT LIABILITIES Accounts payable $ 14,850 $ 16,914 Current maturities of long-term debt, net ( Note 7 ) 199,956 — Accrued taxes 6,419 1,840 Accrued payroll and benefits 7,840 15,317 Accrued interest 4,610 5,228 Distribution payable — 271,815 Deferred revenue 32,571 20,902 Other current liabilities 8,004 9,359 Current liabilities of discontinued operations ( Note 2 ) — 47,335 Total current liabilities 274,250 388,710 LONG-TERM DEBT, NET ( NOTE 7 ) 844,905 1,044,410 LONG-TERM LEASE LIABILITY 15,454 16,260 LONG-TERM DEFERRED REVENUE 11,844 10,697 OTHER NON-CURRENT LIABILITIES 12,227 11,125 NON-CURRENT LIABILITIES OF DISCONTINUED OPERATIONS ( NOTE 2 ) — 170,841 CONTINGENCIES ( NOTE 10 ) REDEEMABLE OPERATING PARTNERSHIP UNITS ( NOTE 5 ) 2,076,931 and 1,986,319 Units outstanding, respectively 53,353 51,843 CAPITAL General partners’ capital 22,690 17,772 Limited partners’ capital 2,246,297 1,759,405 Accumulated other comprehensive income (loss) ( Note 17 ) 33,230 ( 7,865 ) TOTAL CONTROLLING INTEREST CAPITAL 2,302,217 1,769,312 Noncontrolling interests in consolidated affiliates ( Note 5 ) — 11,221 TOTAL CAPITAL 2,302,217 1,780,533 TOTAL LIABILITIES, REDEEMABLE OPERATING PARTNERSHIP UNITS AND CAPITAL $ 3,514,250 $ 3,474,419 See Notes to Consolidated Financial Statements. 8 Table of Contents RAYONIER, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (Unaudited) (Dollars in thousands, except share data) Units Accumulated Other 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 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) ( 432 ) ( 42,822 ) — — ( 43,254 ) Issuance of units from special distribution (a) 2,031 201,104 — — 203,135 Stock-based incentive compensation 23 2,258 — — 2,281 Repurchase of units to pay withholding taxes on vested incentive stock awards ( 1 ) ( 37 ) — — ( 38 ) Repurchase of units made under repurchase program ( 26 ) ( 2,597 ) — — ( 2,623 ) Adjustment of Redeemable Operating Partnership Units ( 63 ) ( 6,292 ) — — ( 6,355 ) Conversion of units into common shares — 28 — — 28 Pension and postretirement benefit plans — — ( 2 ) — ( 2 ) Foreign currency translation adjustment — — 3,515 118 3,633 Cash flow hedges — — ( 7,441 ) 394 ( 7,047 ) Distributions to noncontrolling interests in consolidated affiliates — — — ( 1,911 ) ( 1,911 ) 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. 9 Table of Contents RAYONIER, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (CONTINUED) (Unaudited) (Dollars in thousands, except share data) Units Accumulated Other Comprehensive Income Noncontrolling Interests in Consolidated Affiliates Total Capital General Partners’ Capital Limited Partners’ Capital Balance, January 1, 2024 $ 18,325 $ 1,814,193 $ 28,018 $ 17,066 $ 1,877,602 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) ( 434 ) ( 42,940 ) — — ( 43,374 ) Stock-based incentive compensation 32 3,186 — — 3,218 Repurchase of units to pay withholding taxes on vested incentive stock awards ( 1 ) ( 30 ) — — ( 31 ) Adjustment of Redeemable Operating Partnership Units 6 545 — — 551 Conversion of units into common shares 115 11,396 — — 11,511 Pension and postretirement benefit plans — — 9,562 — 9,562 Foreign currency translation adjustment — — ( 16,178 ) ( 773 ) ( 16,951 ) Cash flow hedges — — 4,070 ( 1,104 ) 2,966 Distributions to noncontrolling interests in consolidated affiliates — — — ( 1,713 ) ( 1,713 ) 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. 10 Table of Contents RAYONIER, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in thousands) Six Months Ended June 30, 2025 2024 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 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 Deferred income taxes ( 2,571 ) ( 2,319 ) Pension settlement charge — 5,673 Other 9,020 1,262 Changes in operating assets and liabilities: Receivables 4,890 ( 4,760 ) Inventories 233 ( 379 ) Accounts payable ( 1,903 ) 2,385 All other operating activities 1,737 9,753 CASH PROVIDED BY OPERATING ACTIVITIES 88,687 107,627 INVESTING ACTIVITIES Capital expenditures from continuing operations ( 22,427 ) ( 28,858 ) Capital expenditures from discontinued operations ( 7,098 ) ( 8,084 ) 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 PROVIDED BY (USED FOR) INVESTING ACTIVITIES 658,265 ( 47,445 ) FINANCING ACTIVITIES Distributions on units (b) ( 155,298 ) ( 117,155 ) Repurchase of units to pay withholding taxes on vested incentive stock awards ( 2,678 ) ( 4,163 ) Repurchase of units made under repurchase program ( 37,551 ) — Distributions to noncontrolling interests in consolidated affiliates ( 3,082 ) ( 3,760 ) CASH USED FOR FINANCING ACTIVITIES ( 198,609 ) ( 125,078 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH 1,390 ( 895 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH Change in cash, cash equivalents and restricted cash 549,733 ( 65,791 ) Balance from continuing operations, beginning of year 323,107 180,362 Balance from discontinued operations, beginning of year 20,093 28,012 Total Balance, beginning of year $ 343,200 $ 208,374 Balance from continuing operations, end of period 892,933 120,877 Balance from discontinued operations, end of period — 21,706 Total Balance, end of period $ 892,933 $ 142,583 (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 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 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. 11 Table of Contents RAYONIER, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (Unaudited) (Dollars in thousands) Six Months Ended June 30, 2025 2024 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period: Interest (a) $ 9,296 $ 15,727 Income taxes (b) 4,038 3,839 Non-cash investing and financing activity: Capital assets purchased on account 7,430 4,766 Issuance of units from special distribution 203,135 — (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 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. 12 Table of Contents RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollar amounts in thousands unless otherwise stated) 1. BASIS OF PRESENTATION The unaudited consolidated financial statements and notes thereto of Rayonier Inc. and its subsidiaries and Rayonier, L.P. have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). The Rayonier Inc. and Rayonier, L.P. year-end balance sheet information was derived from audited financial statements not included herein. In the opinion of management, these financial statements and notes reflect any adjustments (all of which are normal recurring adjustments) necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented. 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 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. has exclusive control of the day-to-day management of the Operating Partnership. SUMMARY OF UPDATES TO SIGNIFICANT ACCOUNTING POLICIES For a full description of our other significant accounting policies, see Note 1 — Summary of Significant Accounting Policies in our 2024 Form 10-K. RECLASSIFICATIONS Certain 2024 amounts have been reclassified to align with the current presentation, including reclassifications for discontinued operations. In March 2025, we entered into a purchase and sale agreement to divest our entire 77 % interest in our New Zealand operations. 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 Note 2 — Discontinued Operations for additional information regarding the sale of the New Zealand joint venture. ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires additional disclosures about certain costs and expenses within the notes to the financial statements. Subsequently in January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarifies the adoption timeline . ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The guidance allows for either prospective or retrospective application. We are currently evaluating the impact of adopting this new guidance on our consolidated financial statements and disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU enhances annual income tax disclosures, primarily affecting the rate reconciliation and income taxes paid reconciliation. 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 13 Table of Contents RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (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 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. 2. DISCONTINUED OPERATIONS 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 June 30, 2025 2024 2025 2024 Sales $ 52,572 $ 73,971 $ 109,332 $ 128,363 Costs and Expenses Cost of sales ( 51,461 ) ( 64,371 ) ( 102,050 ) ( 111,428 ) Other operating expense, net (a) ( 1,778 ) ( 1,706 ) ( 3,400 ) ( 1,463 ) ( 53,239 ) ( 66,077 ) ( 105,450 ) ( 112,891 ) 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 (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 Less: Net income from discontinued operations attributable to noncontrolling interests in the Operating Partnership ( 5,347 ) ( 79 ) ( 5,375 ) ( 164 ) Less: 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 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. 14 Table of Contents RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollar amounts in thousands unless otherwise stated) 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 ASSETS CURRENT ASSETS Cash and cash equivalents $ 20,093 Trade receivables, less allowance for doubtful accounts of $ 0 18,935 Inventory 1,462 Prepaid expenses 6,206 Other current assets 624 Total current assets 47,320 TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION 339,724 PROPERTY, PLANT AND EQUIPMENT Buildings 1,707 Machinery and equipment 171 Total property, plant and equipment, gross 1,878 Less — accumulated depreciation ( 935 ) Total property, plant and equipment, net 943 RIGHT-OF-USE ASSETS 64,082 OTHER ASSETS 23,850 TOTAL ASSETS $ 475,919 LIABILITIES CURRENT LIABILITIES Accounts payable $ 9,145 Current maturities of long-term debt, net 19,442 Accrued taxes 2,399 Accrued payroll and benefits 793 Other current liabilities 15,556 Total current liabilities 47,335 LONG-TERM DEBT, NET 45,360 LONG-TERM LEASE LIABILITY 60,038 OTHER NON-CURRENT LIABILITIES 65,443 TOTAL LIABILITIES $ 218,176 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 June 30, 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 15 Table of Contents RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollar amounts in thousands unless otherwise stated) 3. SEGMENT AND GEOGRAPHICAL INFORMATION As of June 30, 2025, Rayonier operated in four reportable segments: Southern Timber, Pacific Northwest Timber, Real Estate, and Trading. Prior to the first quarter of 2025, we operated in five reportable business segments, which included New Zealand Timber. 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. Sales between operating segments are made based on estimated fair market value, and intercompany sales, purchases and profits (losses) are eliminated in consolidation. Our chief operating decision maker (“CODM”), the Chief Executive Officer, evaluates segment operating performance based on Adjusted Earnings before Interest, Taxes, Depreciation, Depletion and Amortization (“Adjusted EBITDA”) to make decisions about allocating resources and assessing performance. 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 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. GAAP, is the most appropriate earnings measurement with which to reconcile Adjusted EBITDA. Adjusted EBITDA should not be considered as an alternative to Operating income (loss) as determined in accordance with U.S. GAAP. Operating income (loss) as presented in the Consolidated Statements of Income and Comprehensive Income (Loss) is equal to segment income. 16 Table of Contents RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollar amounts in thousands unless otherwise stated) 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 June 30, 2025 Sales $ 53,324 $ 22,383 $ 29,432 $ 1,399 — $ 106,538 Costs and Expenses Cut and haul costs ( 13,202 ) ( 9,841 ) — — — ( 23,043 ) Depreciation, depletion and amortization ( 15,788 ) ( 5,351 ) ( 1,882 ) — ( 416 ) ( 23,437 ) Non-cash cost of land and improved development — — ( 6,902 ) — — ( 6,902 ) Other costs and expenses (a) ( 11,739 ) ( 5,592 ) ( 10,869 ) ( 1,504 ) ( 8,907 ) ( 38,611 ) Operating income (loss) $ 12,595 $ 1,599 $ 9,779 ($ 105 ) ($ 9,323 ) $ 14,545 Add: Depreciation, depletion and amortization 15,788 5,351 1,882 — 416 23,437 Add: Non-cash cost of land and improved development — — 6,902 — — 6,902 Adjusted EBITDA $ 28,383 $ 6,950 $ 18,563 ($ 105 ) ($ 8,907 ) $ 44,884 Reconciliation of segment results to consolidated income before taxes Interest, net and miscellaneous income ($ 4,215 ) Depreciation, depletion and amortization ( 23,437 ) Non-cash cost of land and improved development ( 6,902 ) 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. 17 Table of Contents RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (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 Add: Costs related to disposition initiatives (b) — — — — 185 185 Add: Depreciation, depletion and amortization 16,758 7,389 621 — 444 25,212 Add: 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.” (c) Non-operating expense includes $ 1.1 million of net costs associated with legal settlements. Net costs associated with legal settlements are recorded within the Consolidated Statements of Income (Loss) under the caption “Other miscellaneous expense, net.” 18 Table of Contents RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (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 Add: Restructuring charges (b) — — — — 1,110 1,110 Add: Depreciation, depletion and amortization 32,688 10,957 2,445 — 840 46,930 Add: 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 ) 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, net.” (c) Non-operating expense includes $ 1.7 million of net costs associated with legal settlements. Net costs associated with legal settlements are recorded within the Consolidated Statements of Income (Loss) under the caption “Other miscellaneous expense, net.” 19 Table of Contents RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollar amounts in thousands unless otherwise stated) 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 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 ) Non-cash cost of land and improved development — — ( 6,331 ) — — ( 6,331 ) Other costs and expenses (a) ( 23,413 ) ( 16,637 ) ( 21,944 ) ( 1,976 ) ( 20,621 ) ( 84,591 ) Operating income (loss) $ 40,098 ($ 5,827 ) $ 388 $ 28 ($ 21,508 ) $ 13,179 Add: Costs related to disposition initiatives (b) — — — — 185 185 Add: Depreciation, depletion and amortization 38,554 16,464 2,371 — 887 58,276 Add: Non-cash cost of land and improved development — — 6,331 — — 6,331 Adjusted EBITDA $ 78,652 $ 10,637 $ 9,090 $ 28 ($ 20,436 ) $ 77,971 Reconciliation of segment results to consolidated income before taxes Interest, net and miscellaneous income ($ 14,323 ) Depreciation, depletion and amortization ( 58,276 ) Non-cash cost of land and improved development ( 6,331 ) Non-operating expense (c) ( 8,253 ) Costs related to disposition initiatives (b) ( 185 ) Loss from Continuing Operations Before Income Taxes ($ 9,397 ) Income tax benefit 991 Loss from Continuing Operations ($ 8,406 ) 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. (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 June 30, 2025 2024 2025 2024 Capital Expenditures Southern Timber $ 8,103 $ 10,655 $ 17,718 $ 21,657 Pacific Northwest Timber 2,264 2,870 4,630 6,989 Real Estate 36 73 79 152 Corporate and other — — — 60 Total Capital Expenditures $ 10,403 $ 13,598 $ 22,427 $ 28,858 20 Table of Contents RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollar amounts in thousands unless otherwise stated) 4. REVENUE PERFORMANCE OBLIGATIONS 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 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. We generally collect payment within a year of satisfying performance obligations and therefore have elected not to adjust revenues for a financing component. CONTRACT BALANCES The timing of revenue recognition, invoicing and cash collections results in trade receivables and deferred revenue (contract liabilities) on the Consolidated Balance Sheets. 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 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 21 Table of Contents RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollar amounts in thousands unless otherwise stated) 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 June 30, 2025 Pulpwood $ 19,436 $ 1,259 — — $ 20,695 Sawtimber 23,404 19,903 — 1,399 44,706 Hardwood 923 — — — 923 Total Timber Sales 43,763 21,162 — 1,399 66,324 License Revenue, Primarily from Hunting 5,331 104 — — 5,435 Land-Based Solutions (a) 2,780 32 — — 2,812 Other Non-Timber Revenue 1,450 1,085 — — 2,535 Total Non-Timber Sales 9,561 1,221 — — 10,782 Improved Development — — 8,484 — 8,484 Unimproved Development — — 3,000 — 3,000 Rural — — 15,729 — 15,729 Deferred Revenue/Other (b) — — 1,875 — 1,875 Total Real Estate Sales — — 29,088 — 29,088 Revenue from Contracts with Customers 53,324 22,383 29,088 1,399 106,194 Lease Revenue — — 344 — 344 Total Revenue $ 53,324 $ 22,383 $ 29,432 $ 1,399 $ 106,538 Three Months Ended Southern Timber Pacific Northwest Timber Real Estate Trading Total June 30, 2024 Pulpwood $ 24,027 $ 1,461 — — $ 25,488 Sawtimber 25,200 21,439 — 561 47,200 Hardwood 672 — — — 672 Total Timber Sales 49,899 22,900 — 561 73,360 License Revenue, Primarily from Hunting 5,284 130 — — 5,414 Land-Based Solutions (a) 2,586 10 — — 2,596 Other Non-Timber Revenue 1,556 1,243 — — 2,799 Total Non-Timber Sales 9,426 1,383 — — 10,809 Improved Development — — 2,575 — 2,575 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. 22 Table of Contents RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (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 Deferred Revenue/Other (b) — — 9,162 — 9,162 Total Real Estate Sales — — 30,370 — 30,370 Revenue from Contracts with Customers 129,302 49,475 30,370 3,532 212,679 Lease Revenue — — 664 — 664 Total Revenue $ 129,302 $ 49,475 $ 31,034 $ 3,532 $ 213,343 (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. 23 Table of Contents RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollar amounts in thousands unless otherwise stated) 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 June 30, 2025 Stumpage Pay-as-Cut $ 19,132 — — $ 19,132 Stumpage Lump Sum — 561 — 561 Total Stumpage 19,132 561 — 19,693 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 Total Delivered 23,804 21,341 561 45,706 Total Timber Sales $ 49,899 $ 22,900 $ 561 $ 73,360 24 Table of Contents RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (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 Stumpage Lump Sum 426 1,711 — 2,137 Total Stumpage 37,539 1,711 — 39,250 Delivered Wood (Domestic) 48,116 39,779 1,696 89,591 Delivered Wood (Export) — 43 109 152 Total Delivered 48,116 39,822 1,805 89,743 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 25 Table of Contents RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollar amounts in thousands unless otherwise stated) 5. NONCONTROLLING INTERESTS NONCONTROLLING INTERESTS IN CONSOLIDATED AFFILIATES Matariki Forestry Group 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. 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.” 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. NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP Noncontrolling interests in the Operating Partnership relate to the third-party ownership of Redeemable Operating Partnership Units. Net income attributable to the noncontrolling interests in the Operating Partnership is computed by applying the weighted average Redeemable Operating Partnership Units outstanding during the period as a percentage of the weighted average total units outstanding to the Operating Partnership’s net income for the period. If a noncontrolling unitholder redeems a unit for a registered common share of Rayonier or cash, the noncontrolling interests in the Operating Partnership will be reduced and the Company’s share in the Operating Partnership will be increased by the fair value of each security at the time of redemption. The following table sets forth the Company’s noncontrolling interests in the Operating Partnership: Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Beginning noncontrolling interests in the Operating Partnership $ 58,170 $ 69,589 $ 51,843 $ 81,651 Adjustment of noncontrolling interests in the Operating Partnership ( 9,514 ) ( 8,093 ) ( 5,173 ) ( 7,802 ) Conversions of Redeemable Operating Partnership Units to common shares ( 218 ) ( 1,915 ) ( 246 ) ( 13,426 ) 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 $ 53,353 $ 59,047 $ 53,353 $ 59,047 (a) Reflects the issuance of Redeemable Operating Partnership Units related to the Company’s special distribution of $ 1.80 per Operating Partnership unit, paid on January 30, 2025, to holders of record as of December 12, 2024. This distribution comprised a combination of cash and Redeemable Operating Partnership Units. 26 Table of Contents RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollar amounts in thousands unless otherwise stated) 6. 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 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 Numerator: Net income (loss) from continuing operations $ 9,769 ($ 3,896 ) $ 4,176 ($ 8,406 ) Less: Net (income) loss from continuing operations attributable to NCI in the Operating Partnership ( 129 ) 53 ( 55 ) 118 Less: Net loss from continuing operations attributable to NCI in consolidated affiliates — 13 — 23 Net income (loss) from continuing operations attributable to Rayonier Inc. $ 9,640 ($ 3,830 ) $ 4,121 ($ 8,265 ) Net income from discontinued operations $ 403,838 $ 6,931 $ 406,346 $ 13,747 Less: Net income from discontinued operations attributable to NCI in the Operating Partnership ( 5,347 ) ( 79 ) ( 5,375 ) ( 164 ) Less: 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 income $ 413,607 $ 3,035 $ 410,522 $ 5,341 Less: Net income attributable to NCI in the Operating Partnership ( 5,476 ) ( 26 ) ( 5,430 ) ( 46 ) Less: 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: 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 earnings per common share $ 2.63 $ 0.01 $ 2.62 $ 0.02 27 Table of Contents RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollar amounts in thousands unless otherwise stated) 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 Numerator: Net income (loss) from continuing operations $ 9,769 ($ 3,896 ) $ 4,176 ($ 8,406 ) Less: Net loss from continuing operations attributable to NCI in the Operating Partnership (a) — 53 — 118 Less: Net loss from continuing operations attributable to NCI in consolidated affiliates — 13 — 23 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 Less: Net income from discontinued operations attributable to NCI in the Operating Partnership (a) — ( 79 ) — ( 164 ) Less: 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 income $ 413,607 $ 3,035 $ 410,522 $ 5,341 Less: Net income attributable to NCI in the Operating Partnership (a) — ( 26 ) — ( 46 ) Less: 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: Denominator for basic earnings (loss) per common share - weighted average shares 155,536,320 148,910,214 154,612,221 148,738,795 Add: 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 earnings per common share $ 2.63 $ 0.01 $ 2.60 $ 0.02 28 Table of Contents RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (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 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. 29 Table of Contents RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollar amounts in thousands unless otherwise stated) 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. Diluted EPU is calculated by dividing net income available to unitholders of Rayonier, L.P. 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 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 Numerator: Net income (loss) from continuing operations $ 9,769 ($ 3,896 ) $ 4,176 ($ 8,406 ) Less: Net loss from continuing operations attributable to NCI in consolidated affiliates — 13 — 23 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 Less: 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 income $ 413,607 $ 3,035 $ 410,522 $ 5,341 Less: 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: 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 earnings per unit $ 2.63 $ 0.01 $ 2.62 $ 0.02 30 Table of Contents RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollar amounts in thousands unless otherwise stated) 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 Numerator: Net income (loss) from continuing operations $ 9,769 ($ 3,896 ) $ 4,176 ($ 8,406 ) Less: Net loss from continuing operations attributable to NCI in consolidated affiliates — 13 — 23 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 Less: 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 income $ 413,607 $ 3,035 $ 410,522 $ 5,341 Less: 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: Denominator for basic earnings (loss) per unit - weighted average units 157,620,143 150,969,634 156,681,085 150,857,624 Add: Dilutive effect of unit equivalents: Performance shares, restricted shares and restricted stock units 107,773 — 191,547 — Contingently issuable shares and units from special dividend — — 1,269,964 — Denominator for diluted earnings (loss) per unit - adjusted weighted average units (a) 157,727,916 150,969,634 158,142,596 150,857,624 Diluted earnings (loss) per unit attributable to Rayonier, L.P.: Continuing operations $ 0.06 ($ 0.03 ) $ 0.03 ($ 0.06 ) Discontinued operations $ 2.56 $ 0.04 $ 2.57 $ 0.08 Diluted earnings per unit $ 2.63 $ 0.01 $ 2.60 $ 0.02 Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Anti-dilutive unit equivalents excluded from the computations of diluted earnings (loss) per unit: Stock options, performance shares, restricted shares and restricted stock units (a) 319,021 503,810 227,897 613,910 (a) For the three and six months ended June 30, 2024, the effect of stock options, performance shares, restricted shares, and restricted stock units that are normally dilutive for purposes of calculating diluted earnings (loss) per unit were considered anti-dilutive and excluded from the denominator due to a loss from continuing operations. 31 Table of Contents RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollar amounts in thousands unless otherwise stated) 7. DEBT Our debt consisted of the following at June 30, 2025: June 30, 2025 Debt Senior Notes due 2031 at a fixed interest rate of 2.75 % $ 450,000 2015 Term Loan borrowings due 2028 at a variable interest rate of 5.90 % 200,000 2016 Incremental Term Loan borrowings due 2026 at a variable interest rate of 6.05 % 200,000 2021 Incremental Term Loan borrowings due 2029 at a variable interest rate of 6.22 % 200,000 Total principal debt 1,050,000 Less: Current maturities of long-term debt, net of deferred financing costs of $ 44 ( 199,956 ) Less: Unamortized discounts ( 2,255 ) Less: Deferred financing costs ( 2,884 ) Total long-term debt, net $ 844,905 The following table contains information on the outstanding variable rate debt as of June 30, 2025: Debt Periodic Interest Rate (a) Effective Fixed Interest Rate (b) 2015 Term Loan Daily Simple SOFR + 1.60 % 2.11 % 2016 Incremental Term Loan Daily Simple SOFR + 1.75 % 2.39 % 2021 Incremental Term Loan Daily Simple SOFR + 1.92 % 1.72 % (a) Includes credit spread adjustment of 0.1 %. (b) Effective interest rate is after consideration of interest rate swaps and estimated patronage. Principal payments due during the next five years and thereafter are as follows: Total 2025 — 2026 $ 200,000 2027 — 2028 200,000 2029 200,000 Thereafter 450,000 Total Debt $ 1,050,000 2025 DEBT ACTIVITY During the six months ended June 30, 2025, we made no borrowings or repayments on our Revolving Credit Facility. At June 30, 2025, we had available borrowings of $ 293.0 million under the Revolving Credit Facility, net of $ 7.0 million to secure our outstanding letters of credit. 32 Table of Contents RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollar amounts in thousands unless otherwise stated) DEBT COVENANTS In connection with our 2015 Term Loan Agreement, 2016 Incremental Term Loan Agreement, 2021 Incremental Term Loan Agreement and Revolving Credit Facility, customary covenants must be met, the most significant of which include interest coverage and leverage ratios. The covenants listed below, which are the most significant financial covenants in effect as of June 30, 2025, are calculated on a trailing 12-month basis: Covenant Requirement Actual Ratio Favorable Covenant EBITDA to consolidated interest expense should not be less than 2.5 to 1 8.3 to 1 5.8 Covenant debt to covenant net worth plus covenant debt shall not exceed 65 % 33 % 32 % In addition to the financial covenants listed above, the Senior Notes due 2031, 2015 Term Loan Agreement, 2016 Incremental Term Loan Agreement, 2021 Incremental Term Loan Agreement, and Revolving Credit Facility include customary covenants that limit the incurrence of debt and the disposition of assets, among others. Prior to the sale of our New Zealand subsidiary, we obtained a consent agreement from the lenders party to the aforementioned term loan and incremental term loan agreements, as well as our revolving credit facility, which provided a one-time modification to waive certain disposition-related covenants contained therein. Therefore, the consideration received from the New Zealand disposition did not count towards our defined disposition limits. At June 30, 2025, we were in compliance with all applicable covenants. 8. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES Our financial results are subject to market risk from potential changes in interest rates. To manage this exposure, we utilize derivative financial instruments. We account for derivative financial instruments under ASC Topic 815, Derivatives and Hedging , (“ASC 815”), and record them at fair value as assets or liabilities in the Consolidated Balance Sheets. The accounting for changes in their fair value depends on their intended use. Gains and losses on derivatives designated and qualifying as cash flow hedges are recorded in accumulated other comprehensive income (“AOCI”) and reclassified into earnings when the hedged transaction occurs. Changes in the fair value of derivatives not designated as hedges or those that are no longer effective as hedges are recognized immediately in earnings. INTEREST RATE PRODUCTS We are exposed to cash flow interest rate risk on our variable-rate debt. To hedge this exposure, we use variable-to-fixed interest rate swaps. For these swaps, we report the gains or losses from changes in their fair value in AOCI and reclassify them to interest expense in the period the hedged interest payments affect earnings. If we de-designate or terminate a cash flow hedge while the hedged item still exists, the unrealized gain or loss on the cash flow hedge at the time of de-designation remains in AOCI. This amount is then amortized to interest expense on a straight-line basis over the remaining life of the hedged item. However, if the hedged item becomes ineffective, the related gain or loss is immediately reclassified from AOCI to earnings. 33 Table of Contents RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollar amounts in thousands unless otherwise stated) INTEREST RATE SWAPS The following table contains information on the outstanding interest rate swaps as of June 30, 2025: Outstanding Interest Rate Swaps (a) Date Entered Into Term Notional Amount Related Debt Facility Fixed Rate of Swap Bank Margin on Debt (b) Total Effective Interest Rate (c) April 2016 10 years $ 100,000 2016 Incremental Term Loan 1.50 % 1.75 % 3.25 % April 2016 10 years 100,000 2016 Incremental Term Loan 1.51 % 1.75 % 3.26 % February 2022 7 years 200,000 2021 Incremental Term Loan 0.67 % 1.92 % 2.59 % August 2024 4 years 100,000 2015 Term Loan 0.78 % 1.60 % 2.38 % August 2024 4 years 50,000 2015 Term Loan 0.64 % 1.60 % 2.24 % August 2024 4 years 50,000 2015 Term Loan 3.29 % 1.60 % 4.89 % (a) All interest rate swaps are designated as cash flow hedges and qualify for hedge accounting. (b) Includes the SOFR Credit Spread Adjustment component of 0.1 %. (c) Rate is before estimated patronage payments. The following table demonstrates the impact, gross of tax, of our derivatives on the Consolidated Statements of Income and Comprehensive Income (Loss) for the three and six months ended June 30, 2025 and 2024: Three Months Ended June 30, Six Months Ended June 30, Income Statement Location 2025 2024 2025 2024 Derivatives designated as cash flow hedges: Interest rate products Other comprehensive income (loss), relating to continuing operations ($ 1,439 ) $ 5,181 ($ 5,687 ) $ 20,222 Interest expense, net ( 4,529 ) ( 7,278 ) ( 9,040 ) ( 14,557 ) During the next 12 months, the amount of the AOCI balance, net of tax, expected to be reclassified into earnings is a gain of approximately $ 14.1 million. The following table provides details of these expected reclassifications: Amount expected to be reclassified into earnings in next 12 months Derivatives designated as cash flow hedges: Interest rate products (a) $ 14,130 Total estimated net gain on derivatives contracts $ 14,130 (a) These reclassified amounts are expected to perfectly offset variable interest rate payments to debt holders, resulting in no net impact on our earnings or cash flows. The following table contains the notional amounts of the derivative financial instruments recorded in the Consolidated Balance Sheets: Notional Amount June 30, 2025 December 31, 2024 Derivatives designated as cash flow hedges: Interest rate swaps $ 600,000 $ 600,000 34 Table of Contents RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollar amounts in thousands unless otherwise stated) The following table contains the fair values of the derivative financial instruments recorded in the Consolidated Balance Sheets at June 30, 2025 and December 31, 2024: Location on Balance Sheet Fair Value Assets / (Liabilities) (a) June 30, 2025 December 31, 2024 Derivatives designated as cash flow hedges: Interest rate swaps Other current assets $ 3,982 — Other assets 30,184 49,353 (a) See Note 9 — Fair Value Measurements for further information on the fair value of our derivatives including their classification within the fair value hierarchy. OFFSETTING DERIVATIVES We present derivative financial instruments at their gross fair values in the Consolidated Balance Sheets. These instruments are not subject to master netting arrangements that would permit the right of offset. 35 Table of Contents RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollar amounts in thousands unless otherwise stated) 9. FAIR VALUE MEASUREMENTS FAIR VALUE OF FINANCIAL INSTRUMENTS A three-level hierarchy that prioritizes the inputs used to measure fair value was established in the Accounting Standards Codification as follows: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices included in Level 1. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table presents the carrying amount and estimated fair values of our financial instruments as of June 30, 2025 and December 31, 2024, using market information valuation methodologies we believe are appropriate under GAAP: June 30, 2025 December 31, 2024 Asset (Liability) (a) Carrying Amount Fair Value Carrying Amount Fair Value Level 1 Level 2 Level 1 Level 2 Cash and cash equivalents $ 892,256 $ 892,256 — $ 303,065 $ 303,065 — Restricted cash, current (b) — — — 19,366 19,366 — Restricted cash, non-current (b) 677 677 — 676 676 — Current maturities of long-term debt (c) ( 199,956 ) — ( 200,000 ) — — — Long-term debt (c) ( 844,905 ) — ( 798,340 ) ( 1,044,410 ) — ( 980,970 ) Interest rate swaps (d) 34,166 — 34,166 49,353 — 49,353 Noncontrolling interests in the Operating Partnership (e) 53,353 — 46,066 51,843 — 51,843 (a) We did not have Level 3 assets or liabilities at June 30, 2025 or December 31, 2024. (b) Restricted cash includes proceeds from like-kind exchange sales held by a third-party intermediary and cash held in escrow. See Note 18 — Restricted Cash for additional information. (c) The carrying amount of long-term debt is presented net of deferred financing costs and unamortized discounts on non-revolving debt. See Note 7 — Debt for additional information. (d) See Note 8 — Derivative Financial Instruments and Hedging Activities for information regarding the Consolidated Balance Sheets classification of our derivative financial instruments. (e) Noncontrolling interests in the Operating Partnership, representing ownership of Rayonier, L.P. units by parties other than the Company, are classified as temporary equity and are neither assets nor liabilities on the Company’s Consolidated Balance Sheets. See Note 5 — Noncontrolling Interests for additional information. We use the following methods and assumptions in estimating the fair value of our financial instruments: Cash and cash equivalents and Restricted cash — The carrying amount is equal to fair market value. Debt — The fair value of fixed-rate debt is determined using quoted market prices for debt with comparable terms and maturities. For variable-rate debt, the carrying value approximates fair value as the interest rate adjusts with market changes. Interest rate swap agreements — The fair value of interest rate contracts is determined by discounting the expected future cash flows for each instrument at prevailing interest rates. Noncontrolling interests in the Operating Partnership — The fair value of noncontrolling interests in the Operating Partnership is determined by using the period-end closing price of Rayonier Inc. common shares. 36 Table of Contents RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollar amounts in thousands unless otherwise stated) 10. CONTINGENCIES We have been named as a defendant in various lawsuits and claims arising in the normal course of business. While we have procured reasonable and customary insurance covering risks normally occurring in connection with our businesses, we have in certain cases retained some risk through the operation of large deductible insurance plans, primarily in the areas of executive risk, property, automobile and general liability. These pending lawsuits and claims, either individually or in the aggregate, are not expected to have a material adverse effect on our financial position, results of operations, or cash flow. 11. ENVIRONMENTAL AND NATURAL RESOURCE DAMAGE LIABILITIES Federal and state environmental laws in our operating areas hold current and former property owners liable for cleanup or restoration. These laws often impose “strict liability,” meaning owners or operators didn’t necessarily cause, and may not have even been aware of, the release of contaminated materials. Similarly, certain environmental laws allow state, federal, and tribal trustees (collectively, the “Trustees”) to bring suit against property owners for natural resource damages (“NRD”) resulting from releases of contaminants on or from their property, regardless of culpability for the release. Like cleanup liability, NRD liability can attach to property due to such contamination. Changes in environmental and NRD liabilities from December 31, 2024 to June 30, 2025 are shown below: Port Gamble, WA Non-current portion at December 31, 2024 $ 3,610 Plus: Current portion 4,283 Total Balance at December 31, 2024 7,893 Expenditures charged to liabilities ( 3,923 ) Increase to liabilities (a) 1,689 Total Balance at June 30, 2025 5,659 Less: Current portion ( 1,429 ) Non-current portion at June 30, 2025 $ 4,230 (a) The increase in liabilities resulted from revised environmental and NRD cost estimates recognized during the six months ended June 30, 2025. We anticipate the upland mill site cleanup and NRD restoration will be completed within the next year, while the monitoring of Port Gamble Bay, mill site, and landfills will continue for an additional 15 to 20 years. NRD costs are subject to change as the restoration projects progress. It is reasonably possible that these components of the liability may increase as construction continues. Management continues to monitor the Port Gamble cleanup process and will make adjustments as needed. Should any future circumstances result in a change to the estimated cost of the project, we will record an appropriate adjustment to the liability in the period it becomes known and when we can reasonably estimate the amount. We do not currently anticipate any material loss in excess of the amounts accrued; however, we are not able to estimate a possible loss or range of loss, if any, in excess of the established liabilities. Our future remediation expenses may be affected by a number of uncertainties including, but not limited to, the difficulty in estimating the extent and method of remediation, the evolving nature of environmental regulations, and the availability and application of technology. We do not expect the resolution of such uncertainties to have a material adverse effect on our consolidated financial position or liquidity. 37 Table of Contents RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollar amounts in thousands unless otherwise stated) 12. GUARANTEES We provide financial guarantees as required by creditors, insurance programs, and various governmental agencies. As of June 30, 2025, the following financial guarantees were outstanding: Financial Commitments (a) Maximum Potential Payment Standby letters of credit (b) $ 6,996 Surety bonds (c) 47,596 Total financial commitments $ 54,592 (a) We have not recorded any liabilities for these financial commitments in our Consolidated Balance Sheets. The guarantees are not subject to measurement as the guarantees are dependent on our own performance. (b) Approximately $ 6.3 million of the standby letters of credit provide credit support for real estate construction in our Wildlight development project. The remaining letters of credit support various insurance related agreements. These letters of credit will expire at various dates in 2025 and will be renewed as required. (c) Surety bonds primarily secure performance obligations for various operational activities and provide collateral for our Wildlight (Nassau County, Florida) and Heartwood (Richmond Hill, Georgia) development projects. These surety bonds expire on various dates through 2027 and are expected to be renewed as required. 38 Table of Contents RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollar amounts in thousands unless otherwise stated) 13. HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS We routinely assess potential alternative uses of our timberlands, as some properties may become more valuable for development, residential, recreation or other purposes. We periodically transfer, via a sale or contribution from the real estate investment trust (“REIT”) entities to taxable REIT subsidiaries (“TRS”), higher and better use (“HBU”) timberlands to enable land-use entitlement, development or marketing activities. We also acquire HBU properties in connection with timberland acquisitions. These properties are managed as timberlands until sold or developed. While the majority of HBU sales involve rural and recreational land, we also selectively pursue various land-use entitlements on certain properties for residential, commercial and industrial development in order to enhance the long-term value of such properties. For selected development properties, we also invest in targeted infrastructure improvements, such as roadways and utilities, to accelerate the marketability and improve the value of such properties. Changes in higher and better use timberlands and real estate development investments from December 31, 2024 to June 30, 2025 are shown below: Higher and Better Use Timberlands and Real Estate Development Investments Land and Timber Development Investments Total Non-current portion at December 31, 2024 $ 86,832 $ 22,778 $ 109,610 Plus: Current portion (a) 1,402 28,206 29,608 Total Balance at December 31, 2024 88,234 50,984 139,218 Non-cash cost of land and improved development ( 386 ) ( 6,739 ) ( 7,125 ) Amortization of parcel real estate development investments — ( 2,697 ) ( 2,697 ) Timber depletion from harvesting activities and basis of timber sold in real estate sales ( 843 ) — ( 843 ) Capitalized real estate development investments (b) — 10,701 10,701 Capital expenditures (silviculture) 78 — 78 Intersegment transfers 9,316 — 9,316 Total Balance at June 30, 2025 96,399 52,249 148,648 Less: Current portion (a) ( 2,753 ) ( 30,679 ) ( 33,432 ) Non-current portion at June 30, 2025 $ 93,646 $ 21,570 $ 115,216 (a) The current portion of Higher and Better Use Timberlands and Real Estate Development Investments is recorded in Inventory. See Note 14 — Inventory for additional information. (b) Capitalized real estate development investments include $ 0.4 million of capitalized interest and $ 2.5 million of parcel real estate development investments. Parcel real estate development investments represent investments made for specific lots and/or commercial parcels that are currently under contract or expected to be ready for market within one year. 14. INVENTORY As of June 30, 2025 and December 31, 2024, our inventory consisted entirely of finished goods, as follows: June 30, 2025 December 31, 2024 Finished goods inventory Real estate inventory (a) $ 33,432 $ 29,608 Log inventory 2 1,271 Total inventory $ 33,434 $ 30,879 (a) Represents the cost of HBU real estate expected to be sold, including capitalized development investments. See Note 13 — Higher And Better Use Timberlands and Real Estate Development Investments for additional information. 39 Table of Contents RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollar amounts in thousands unless otherwise stated) 15. OTHER OPERATING EXPENSE, NET Other operating expense, net consisted of the following: Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 (Loss) gain on sale or disposal of property, plant and equipment ($ 132 ) $ 3 ($ 129 ) $ 13 Restructuring charges (a) — — ( 1,110 ) — Costs related to disposition initiatives (b) — ( 185 ) — ( 185 ) Miscellaneous (expense) income, net ( 33 ) ( 1 ) ( 145 ) 20 Total ($ 165 ) ($ 183 ) ($ 1,384 ) ($ 152 ) (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 our asset disposition plan, which was announced in November 2023. 16. INCOME TAXES Rayonier is a REIT under the Internal Revenue Code and therefore generally does not pay U.S. federal or state income tax. As of June 30, 2025, Rayonier owns a 98.7 % inter est in the Operating Partnership and conducts substantially all of its timberland operations through the Operating Partnership. The taxable income or loss generated by the Operating Partnership is passed through and reported to its unit holders (including the Company) on a Schedule K-1 for inclusion in each unitholder’s income tax return. Certain operations, including log trading and certain real estate activities, such as the entitlement, development and sale of HBU properties, are conducted through our TRS. The TRS subsidiaries are subject to United States federal and state corporate income tax. PROVISION FOR INCOME TAXES The Company’s tax expense for continuing operations is principally related to state income tax. The following table contains the income tax (expense) benefit recognized on the Consolidated Statements of Income and Comprehensive Income (Loss): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Income tax (expense) benefit (a) — — ($ 291 ) $ 991 (a) The six months ended June 30, 2024 included a $ 1.2 million income tax benefit related to the pension settlement. ANNUAL EFFECTIVE TAX RATE The Company’s effective tax rate after discrete items is below the 21.0 % U.S. statutory rate due to tax benefits associated with being a REIT. The following table contains the Company’s annualized effective tax rate after discrete items for its continuing operations: Six Months Ended June 30, 2025 2024 Annualized effective tax rate after discrete items (a) 6.5 % 10.5 % (a) The effective tax rate for the six months ended June 30, 2024 was positive despite a pre-tax book loss, primarily due to a $ 1.2 million income tax benefit related to the pension settlement. This tax benefit, when applied to a pre-tax book loss, results in a positive effective tax rate. 40 Table of Contents RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollar amounts in thousands unless otherwise stated) 17. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The following table summarizes the changes in AOCI by component for the six months ended June 30, 2025 and the year ended December 31, 2024. All amounts are presented net of tax and exclude portions attributable to noncontrolling interests. Foreign currency translation (losses) gains Net investment hedges of New Zealand subsidiary Cash flow hedges Employee benefit plans Total Rayonier, L.P. Allocation of Operating Partnership Total Rayonier Inc. Balance as of December 31, 2023 ($ 19,533 ) $ 1,321 $ 55,846 ($ 9,616 ) $ 28,018 ($ 3,367 ) $ 24,651 Other comprehensive (loss) income before reclassifications ( 31,616 ) — 13,713 (a) 5,251 ( 12,652 ) 163 ( 12,489 ) Amounts reclassified from accumulated other comprehensive (loss) income — — ( 27,826 ) 4,595 (b) ( 23,231 ) 640 ( 22,591 ) Net other comprehensive (loss) income ( 31,616 ) — ( 14,113 ) 9,846 ( 35,883 ) 803 ( 35,080 ) Balance as of December 31, 2024 ($ 51,149 ) $ 1,321 $ 41,733 $ 230 ($ 7,865 ) ($ 2,564 ) ($ 10,429 ) Other comprehensive income (loss) before reclassifications 19,766 — 399 (a) — 20,165 ( 83 ) 20,082 Amounts reclassified from accumulated other comprehensive (loss) income — — ( 8,135 ) ( 3 ) (b) ( 8,138 ) 129 ( 8,009 ) Amounts reclassified from accumulated other comprehensive (loss) income due to deconsolidation of discontinued operations 31,383 (c) ( 1,321 ) (c) ( 994 ) (c) — 29,068 — 29,068 Net other comprehensive income (loss) 51,149 ( 1,321 ) ( 8,730 ) ( 3 ) 41,095 46 41,141 Balance as of June 30, 2025 — — $ 33,003 $ 227 $ 33,230 ($ 2,518 ) $ 30,712 (a) The six months ended June 30, 2025 includes $ 5.7 million o f other comprehensive loss related to interest rate products. The year ended December 31, 2024 included $ 21.8 million of other comprehensive income re lated to interest rate products. See Note 8 — Derivative Financial Instruments and Hedging Activities for additional information. (b) This component of other comprehensive (loss) income is included in the computation of net periodic pension and post-retirement costs. The year ended December 31, 2024 includes a pension settlement charge of $ 4.6 million, net of tax of $ 1.2 million. (c) The six months ended June 30, 2025 includes $ 29.1 million of other comprehensive loss related to the deconsolidation of discontinued operations that was reclassified from AOCI to gain on sale of discontinued operations in the Consolidated Statements of Income and Comprehensive Income (Loss). 41 Table of Contents RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollar amounts in thousands unless otherwise stated) The following table presents details of the amounts reclassified in their entirety from AOCI to net income for the six months ended June 30, 2025 and June 30, 2024: Details about accumulated other comprehensive (income) loss components Amount reclassified from accumulated other comprehensive (loss) income Affected line item in the Income Statement June 30, 2025 June 30, 2024 Realized loss on foreign currency exchange contracts $ 1,592 $ 1,392 (Loss) income from operations of discontinued operations, net of tax Realized loss on foreign currency option contracts 40 8 (Loss) income from operations of discontinued operations, net of tax Noncontrolling interests ( 376 ) ( 322 ) Comprehensive loss attributable to noncontrolling interests Realized gain on interest rate contracts ( 9,040 ) ( 14,557 ) Interest expense, net Income tax effect from net loss on foreign currency contracts ( 351 ) ( 301 ) (Loss) income from operations of discontinued operations, net of tax Net gain on cash flow hedges reclassified from accumulated other comprehensive loss ($ 8,135 ) ($ 13,780 ) 42 Table of Contents RAYONIER INC. AND SUBSIDIARIES RAYONIER, L.P. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollar amounts in thousands unless otherwise stated) 18. RESTRICTED CASH Restricted cash includes cash deposited with a like-kind exchange (“LKE”) intermediary. In order to qualify for LKE treatment, the proceeds from real estate sales must be deposited with a third-party intermediary. These proceeds are accounted for as restricted cash until a suitable replacement property is acquired. In the event LKE purchases are not completed, the proceeds are returned to the Company after 180 days and reclassified as available cash. Additionally, restricted cash includes cash balances held in escrow as collateral for certain contractual obligations related to our Heartwood development project as well as cash held in escrow for real estate sales. The following table provides a reconciliation of cash, cash equivalents and restricted cash in the Consolidated Balance Sheets that sum to the total of the same such amounts in the Consolidated Statements of Cash Flows: June 30, December 31, June 30, 2025 2024 2024 Restricted cash, current: Restricted cash deposited with LKE intermediary — $ 19,366 — Total restricted cash, current: — 19,366 — Restricted cash, non-current: Restricted cash held in escrow 677 676 677 Total restricted cash, non-current: 677 676 677 Total restricted cash shown in the Consolidated Balance Sheets 677 20,042 677 Cash and cash equivalents 892,256 303,065 120,200 Total cash, cash equivalents and restricted cash from continuing operations shown in the Consolidated Statements of Cash Flows $ 892,933 $ 323,107 $ 120,877 19. ASSETS HELD FOR SALE (EXCLUDING DISCONTINUED OPERATIONS) Assets held for sale (excluding discontinued operations) comprise properties not included in inventory that are expected to be sold within 12 months and meet the held-for-sale criteria of ASC 360-10-45-9. The basis of these properties was $ 4.7 million and $ 5.4 million, as of June 30, 2025, and December 31, 2024, respectively. We recognized an immaterial impairment charge on these assets during the six months ended June 30, 2025, which is recorded in the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating expense, net.” 43 Table of Contents