RAYONIER INC 10-Q

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (“MD&A”) When we refer to “Rayonier” or “the Company” we mean Rayonier Inc. and its consolidated subsidiaries. References to the “Operating Partnership” mean Rayonier, L.P. and its consolidated subsidiaries. References to “we,” “us,” or “our,” mean collectively Rayonier Inc., the Operating Partnership and entities/subsidiaries owned or controlled by Rayonier Inc. and/or the Operating Partnership. References herein to “Notes to Financial Statements” refer to the Notes to Consolidated Financial Statements of Rayonier Inc. and Rayonier, L.P. included in Item 1 of this report. This MD&A is intended to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity, and certain other factors which may affect future results. Our MD&A should be read in conjunction with our Consolidated Financial Statements included in Item 1 of this report, our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) and information contained in our subsequent reports filed with the Securities and Exchange Commission (the “SEC”). In March 2025, we entered into a purchase and sale agreement to divest our entire 77% interest in the New Zealand joint venture. On June 30, 2025, we completed the sale. Accordingly, the New Zealand joint venture’s financial results are reported as discontinued operations in our Consolidated Statements of Income and Comprehensive Income (Loss) for all periods presented. Unless otherwise noted, amounts and disclosures throughout this MD&A relate to our continuing operations. See Note 2 — Discontinued Operations for additional information regarding the sale of the New Zealand joint venture. FORWARD-LOOKING STATEMENTS Certain statements in this document regarding anticipated financial outcomes, including our earnings guidance, if any, business and market conditions, outlook, expected dividend rate, our business strategies, expected harvest schedules, timberland acquisitions and dispositions, the anticipated benefits of our business strategies, including the recent sale of the entities holding our interest in the New Zealand joint venture and the anticipated use of proceeds from such sale, and other similar statements relating to our future events, developments, or financial or operational performance or results, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as “may,” “will,” “should,” “expect,” “estimate,” “believe,” “intend,” “project,” “anticipate” and other similar language. However, the absence of these or similar words or expressions does not mean that a statement is not forward-looking. While management believes that these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements. The risk factors contained in Item 1A — Risk Factors in our 2024 Form 10-K, and similar discussions included in other reports that we subsequently file with the SEC, among others, could cause actual results or events to differ materially from our historical experience and those expressed in forward-looking statements made in this document. Forward-looking statements are only as of the date they are made, and we undertake no duty to update our forward-looking statements except as required by law. You are advised, however, to review any subsequent disclosures we make on related subjects in subsequent reports filed with the SEC. NON-GAAP MEASURES To supplement our financial statements presented in accordance with generally accepted accounting principles in the United States (“GAAP”), we use certain non-GAAP measures, including “Cash Available for Distribution,” and “Adjusted EBITDA,” which are defined and further explained in Performance and Liquidity Indicators below. Reconciliation of such measures to the nearest GAAP measures can also be found in Performance and Liquidity Indicators below. Our definitions of these non-GAAP measures may differ from similarly titled measures used by others. These non-GAAP measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP. 44 Table of Contents OBJECTIVE The objective of the Management’s Discussion and Analysis is to detail material information, events, uncertainties and other factors impacting the Company and the Operating Partnership and to provide investors an understanding of “Management’s perspective.” Item 2, Management’s Discussion and Analysis highlights the critical areas for evaluating our performance which includes a discussion on the reportable segments, liquidity and capital, and critical accounting estimates. The MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and notes. OUR COMPANY We are a leading timberland real estate investment trust (“REIT”) with assets located in some of the most productive softwood timber growing regions in the United States. We invest in timberlands and actively manage them to provide current income and attractive long-term returns to our shareholders. We conduct our business through an umbrella partnership real estate investment trust (“UPREIT”) structure in which our assets are owned by our Operating Partnership and its subsidiaries. Rayonier manages the Operating Partnership as its sole general partner. Our revenues, operating income and cash flows are primarily derived from the following core business segments: Southern Timber, Pacific Northwest Timber, Real Estate, and Trading. Due to the sale of our entire 77% interest in the New Zealand joint venture, the results of our New Zealand operations have been reflected as discontinued operations. See Note 2 — Discontinued Operations for additional information regarding the sale of the New Zealand joint venture. As of June 30, 2025, we owned or leased under long-term agreements approximately 2.0 million acres of timberlands located in the U.S. South (1.74 million acres) and U.S. Pacific Northwest (307,000 acres). SEGMENT INFORMATION The Southern Timber and Pacific Northwest Timber segments include all activities related to the harvesting of timber and other value-added activities such as the licensing of properties for hunting, the leasing of properties for mineral extraction and cell towers, and revenue from land-based solutions such as carbon capture and storage and solar energy. The Real Estate segment includes all land sales disaggregated into six sales categories: Improved Development, Unimproved Development, Rural, Timberland & Non-Strategic, Conservation Easements and Large Dispositions. It also includes residential and commercial lease activity, primarily in the town of Port Gamble, Washington. The Trading segment reflects log trading activities conducted from the U.S. South and Pacific Northwest. ENVIRONMENTAL MATTERS For a full description of our environmental matters, see Item 1 - “Business” in our Annual Report on Form 10-K for the year ended December 31, 2024 and our sustainability report located at our Responsible Stewardship webpage. CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements requires us to make estimates, assumptions and judgments that affect our assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. We base these estimates and assumptions on historical data and trends, current fact patterns, expectations and other sources of information we believe are reasonable. Actual results may differ from these estimates. For a full description of our critical accounting policies, see Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2024 Form 10-K. ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED See Note 1 — Basis of Presentation for a summary of recently issued accounting standards. 45 INDUSTRY AND MARKET CONDITIONS The demand for timber is directly related to the underlying demand for pulp, paper, packaging, lumber and other wood products. The significant majority of timber sold in our Southern Timber segment is consumed domestically. With a higher proportion of pulpwood, our Southern Timber segment relies heavily on downstream markets for pulp and paper, and to a lesser extent wood pellet markets. Our Pacific Northwest Timber segment relies primarily on domestic customers but demand for log exports to Asia-Pacific countries can also contribute to demand in the region. The Southern Timber and Pacific Northwest Timber segments are sensitive to the strength of U.S. lumber markets, which are closely tied to housing starts. The strength of U.S. lumber markets could also be affected by potential tariffs on Canadian or European lumber arising from Executive Order 14223 Addressing the Threat to National Security from Imports of Timber, Lumber, and Their Derivative Products (March 1, 2025). Additional tariffs could increase lumber prices and/or increase U.S. domestic production of wood products to meet domestic demand, which could likewise increase domestic log demand and pricing. However, this could potentially be partially offset by softer end-market demand due to increased construction costs and/or weaker overall market conditions stemming from changes in trade policy and/or broader economic uncertainty. Pricing within our timber segments is subject to broad macroeconomic influences and local market conditions. Residential construction activity is a key macroeconomic factor. Locally, prices can fluctuate based on weather patterns, available log inventories, mill demand, and access to export markets. Currently, in our Southern Timber segment, pine stumpage realizations continue to be constrained by competing log supply from salvage timber and weaker overall demand for pulpwood and sawtimber. Meanwhile, the Pacific Northwest Timber segment has seen generally stable weighted-average delivered log prices due to balanced supply and demand. While Executive Order 14225, Immediate Expansion of American Timber Production (March 1, 2025) could increase the supply of available timber from federal lands, any potential impacts would likely be most prevalent in the Pacific Northwest. Further, despite the potential long-term increase in the supply of available timber, significant logistical and infrastructure-related challenges will likely limit near-term market impacts. We are also subject to the risk of price fluctuations in key operational costs, which primarily include logging and transportation (cut and haul). Additionally, our cost of sales is significantly influenced by the cost basis of timber sold (depletion) and real estate sold. Depletion represents the amortization of capitalized site preparation, planting and fertilization, real estate taxes, timberland lease payments and certain payroll costs. The cost basis of real estate sold includes land costs and direct development and construction expenses for specific projects, including infrastructure, roadways, utilities, amenities and other improvements. While our timber and real estate sales are not directly subject to tariffs, to the extent that goods and/or services that we purchase in our operations are impacted by tariffs, this could lead to higher costs in our operations if vendors look to pass-through any such increased costs resulting from tariffs. Other costs include amortization of capitalized road and bridge construction and software, depreciation of fixed assets and equipment, road maintenance, severance and excise taxes, fire prevention and real estate commissions and closing costs. Our Real Estate segment is exposed to changes in interest and mortgage rates, which could negatively impact buyer demand. However, our improved development projects, Wildlight, north of Jacksonville, Florida, and Heartwood, south of Savannah, Georgia, continue to benefit from favorable migration and demographic trends, which have so far outweighed the impacts of higher interest rates. For additional information on market conditions impacting our business, see Results of Operations . 46 DISCUSSION OF TIMBER INVENTORY AND SUSTAINABLE YIELD See Item 1 — Business — Discussion of Timber Inventory and Sustainable Yield in our 2024 Form 10-K. OUR TIMBERLANDS Our timber operations are disaggregated into two geographically distinct segments: Southern Timber and Pacific Northwest Timber. The following tables provide a breakdown of our timberland holdings as of June 30, 2025 and December 31, 2024. (acres in 000s) As of June 30, 2025 As of December 31, 2024 Owned Leased Total Owned Leased Total Southern Alabama 249 3 252 250 3 253 Arkansas — 1 1 — 2 2 Florida 359 30 389 360 35 395 Georgia 610 49 659 611 49 660 Louisiana 146 — 146 146 — 146 South Carolina 15 — 15 15 — 15 Texas 277 — 277 279 — 279 1,656 83 1,739 1,661 89 1,750 Pacific Northwest Oregon 6 — 6 6 — 6 Washington 299 2 301 299 3 302 305 2 307 305 3 308 New Zealand (a) — — — 178 234 412 Total 1,961 85 2,046 2,144 326 2,470 (a) Represents legal acres owned and leased by our 77% New Zealand joint venture interest, which was sold on June 30, 2025. See Note 2 — Discontinued Operations for additional information. 47 The following tables detail activity for owned and leased acres in our timberland holdings by state from December 31, 2024 to June 30, 2025: (acres in 000s) Acres Owned December 31, 2024 Acquisitions Sales Other June 30, 2025 Southern Alabama 250 — (1) — 249 Florida 360 — (1) — 359 Georgia 611 — (1) — 610 Louisiana 146 — — — 146 South Carolina 15 — — — 15 Texas 279 — (2) — 277 1,661 — (5) — 1,656 Pacific Northwest Oregon 6 — — — 6 Washington 299 — — — 299 305 — — — 305 New Zealand (a) 178 — (178) — — Total 2,144 — (183) — 1,961 (a) Represents legal acres owned by our 77% New Zealand joint venture interest, which was sold on June 30, 2025. See Note 2 — Discontinued Operations for additional information. (acres in 000s) Acres Leased December 31, 2024 New Leases Sold/Expired Leases (a) Other June 30, 2025 Southern Alabama 3 — — — 3 Arkansas 2 — (1) — 1 Florida 35 — (5) — 30 Georgia 49 — — — 49 89 — (6) — 83 Pacific Northwest Washington (b) 3 — (1) — 2 New Zealand (c) 234 — (234) — — Total 326 — (241) — 85 (a) Southern includes acres previously under lease that have been harvested and activity for the relinquishment of leased acres. New Zealand includes the impact of the sale of our New Zealand subsidiary. (b) Primarily timber reservations acquired in the merger with Pope Resources. (c) Represents legal acres leased by our 77% New Zealand joint venture interest, which was sold on June 30, 2025. See Note 2 — Discontinued Operations for additional information. 48 RESULTS OF OPERATIONS CONSOLIDATED RESULTS The following table provides key financial information by segment and on a consolidated basis: Three Months Ended June 30, Six Months Ended June 30, Financial Information (in millions) 2025 2024 2025 2024 Sales Southern Timber $53.3 $59.3 $104.3 $129.3 Pacific Northwest Timber 22.4 24.3 43.8 49.5 Real Estate Improved Development 8.5 2.6 11.8 4.4 Unimproved Development 3.0 — 3.0 — Rural 15.7 7.5 21.0 16.2 Timberland & Non-Strategic — — — 0.6 Deferred Revenue/Other (a) 2.2 5.4 3.8 9.8 Total Real Estate 29.4 15.5 39.6 31.0 Trading 1.4 0.6 1.8 3.5 Total Sales $106.5 $99.6 $189.5 $213.3 Operating Income (Loss) Southern Timber $12.6 $17.1 $22.7 $40.1 Pacific Northwest Timber 1.6 (1.5) 2.3 (5.8) Real Estate 9.8 0.5 8.8 0.4 Trading (0.1) — (0.6) — Corporate and Other (b) (9.3) (11.6) (18.7) (21.5) Operating Income 14.5 4.5 14.6 13.2 Interest expense, net (6.5) (9.0) (12.9) (18.0) Interest income 2.3 1.8 5.2 3.7 Other miscellaneous expense, net (c) (0.5) (1.2) (2.4) (8.3) Income tax (expense) benefit (d) — — (0.3) 1.0 Income (loss) from continuing operations 9.8 (3.9) 4.2 (8.4) (Loss) income from operations of discontinued operations, net of tax (0.6) 6.9 1.9 13.7 Gain on sale of discontinued operations 404.4 — 404.4 — Income from discontinued operations 403.8 6.9 406.3 13.7 Net Income 413.6 3.0 410.5 5.3 Less: Net loss (income) attributable to noncontrolling interests in consolidated affiliates 0.6 (1.1) 0.2 (2.0) Net Income Attributable to Rayonier, L.P. $414.2 $1.9 $410.7 $3.3 Less: Net income attributable to noncontrolling interests in the Operating Partnership (5.5) — (5.4) — Net Income Attributable to Rayonier Inc. $408.7 $1.9 $405.3 $3.3 Adjusted EBITDA (e) Southern Timber $28.4 $33.9 $55.4 $78.7 Pacific Northwest Timber 7.0 5.9 13.3 10.6 Real Estate 18.6 4.5 20.6 9.1 Trading (0.1) — (0.6) — Corporate and Other (8.9) (11.0) (16.8) (20.4) Total Adjusted EBITDA $44.9 $33.3 $71.9 $78.0 (a) Includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue. (b) The six months ended June 30, 2025 includes $1.1 million of restructuring charges. The three and six months ended June 30, 2024 includes $0.2 million of costs related to disposition initiatives. (c) The six months ended June 30, 2025 includes $1.7 million of net costs associated with legal settlements. The three months ended June 30, 2024 includes $1.1 million of net costs associated with legal settlements. The six months ended June 30, 2024 includes $5.7 million of pension settlement charges and $2.4 million of net costs associated with legal settlements. (d) The six months ended June 30, 2024 includes a $1.2 million income tax benefit related to the pension settlement. (e) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators . 49 Three Months Ended June 30, Six Months Ended June 30, Southern Timber Overview 2025 2024 2025 2024 Sales Volume (in thousands of tons) Pine Pulpwood 806 926 1,646 1,942 Pine Sawtimber 722 702 1,350 1,624 Total Pine Volume 1,528 1,628 2,996 3,566 Hardwood 70 46 183 116 Total Volume 1,598 1,674 3,179 3,682 % Delivered Volume (vs. Total Volume) 37 % 32 % 36 % 31 % % Pine Sawtimber Volume (vs. Total Pine Volume) 47 % 43 % 45 % 46 % % Export Volume (vs. Total Volume) (a) — 1 % — 1 % Net Stumpage Pricing (dollars per ton) (b) Pine Pulpwood $13.05 $17.38 $13.58 $17.12 Pine Sawtimber 26.75 29.28 26.35 30.04 Weighted Average Pine $19.52 $22.51 $19.33 $23.00 Hardwood 11.92 11.34 12.17 12.55 Weighted Average Total $19.18 $22.21 $18.91 $22.68 Summary Financial Data (in millions of dollars) Timber Sales $43.8 $49.9 $85.7 $110.8 Less: Cut and Haul (13.2) (11.8) (25.7) (25.2) Less: Port and Freight — (0.8) — (2.1) Net Stumpage Sales $30.6 $37.3 $59.9 $83.5 Land-Based Solutions (c) 2.8 2.6 5.5 4.3 Other Non-Timber Sales 6.8 6.8 13.1 14.2 Total Sales $53.3 $59.3 $104.3 $129.3 Operating Income $12.6 $17.1 $22.7 $40.1 (+) Depreciation, depletion and amortization 15.8 16.8 32.7 38.6 Adjusted EBITDA (d) $28.4 $33.9 $55.4 $78.7 Other Data Period-End Acres (in thousands) 1,739 1,846 1,739 1,846 (a) Estimated percentage of export volume, which includes volumes sold to third-party exporters in addition to direct exports through our log export program. (b) Pulpwood and sawtimber product pricing for composite stumpage sales is estimated based on market data. (c) Consists primarily of sales from carbon capture and storage (“CCS”) and solar energy contracts. (d) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators . 50 Three Months Ended June 30, Six Months Ended June 30, Pacific Northwest Timber Overview 2025 2024 2025 2024 Sales Volume (in thousands of tons) Pulpwood 38 49 80 102 Domestic Sawtimber (a) 210 243 429 488 Export Sawtimber — — 1 19 Total Volume 248 293 509 610 % Delivered Volume (vs. Total Volume) 96 % 91 % 93 % 89 % % Sawtimber Volume (vs. Total Volume) 84 % 83 % 84 % 83 % % Export Volume (vs. Total Volume) (b) 1 % 5 % 1 % 7 % Delivered Log Pricing (in dollars per ton) Pulpwood $31.52 $30.20 $30.79 $29.74 Domestic Sawtimber 96.17 90.70 93.39 87.57 Export Sawtimber (c) — — 84.07 137.67 Weighted Average Log Price $86.19 $80.35 $83.67 $79.42 Summary Financial Data (in millions of dollars) Timber Sales $21.2 $22.9 $41.5 $47.1 Less: Cut and Haul (9.8) (10.1) (19.2) (20.9) Less: Port and Freight — — — (1.3) Net Stumpage Sales $11.3 $12.8 $22.3 $24.9 Land-Based Solutions — — 0.1 — Other Non-Timber Sales 1.2 1.4 2.2 2.3 Total Sales $22.4 $24.3 $43.8 $49.5 Operating Income (Loss) $1.6 ($1.5) $2.3 ($5.8) (+) Depreciation, depletion and amortization 5.4 7.4 11.0 16.5 Adjusted EBITDA (d) $7.0 $5.9 $13.3 $10.6 Other Data Period-End Acres (in thousands) 307 417 307 417 Sawtimber (in dollars per MBF) (e) $740 $667 $716 $658 (a) Includes volumes sold to third-party exporters. (b) Estimated percentage of export volume, which includes volumes sold to third-party exporters in addition to direct exports through our log export program. (c) Pricing is reported on a CFR basis (i.e., inclusive of export costs and freight). (d) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators . (e) Delivered Sawtimber excluding chip-n-saw. 51 Three Months Ended June 30, Six Months Ended June 30, Real Estate Overview * 2025 2024 2025 2024 Sales (in millions of dollars) Improved Development (a) $8.5 $2.6 $11.8 $4.4 Unimproved Development 3.0 — 3.0 — Rural 15.7 7.5 21.0 16.2 Timberland & Non-Strategic — — — 0.6 Deferred Revenue/Other (b) 2.2 5.4 3.8 9.8 Total Sales $29.4 $15.5 $39.6 $31.0 Acres Sold Improved Development (a) 26.1 54.9 104.4 60.9 Unimproved Development 311 — 311 — Rural 2,926 1,439 3,879 2,937 Timberland & Non-Strategic — — — 430 Total Acres Sold 3,263 1,494 4,294 3,428 Gross Price per Acre (dollars per acre) Improved Development (a) $324,577 $46,938 $112,842 $72,273 Unimproved Development 9,635 — 9,635 — Rural 5,376 5,189 5,415 5,515 Timberland & Non-Strategic — — — 1,421 Weighted Average (Total) $8,340 $6,722 $8,332 $6,187 Weighted Average (Adjusted) (c) $5,786 $5,189 $5,729 $4,992 Operating Income $9.8 $0.5 $8.8 $0.4 (+) Depreciation, depletion and amortization 1.9 0.6 2.4 2.4 (+) Non-cash cost of land and improved development 6.9 3.4 9.3 6.4 Adjusted EBITDA (d) $18.6 $4.5 $20.6 $9.1 * All periods presented exclude results from our 77% New Zealand joint venture interest, which was sold on June 30, 2025 and is reflected as Discontinued Operations in the Consolidated Financial Statements. See Note 2 — Discontinued Operations for additional information. (a) Reflects land with capital invested in infrastructure improvements. (b) Includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue. (c) Excludes Improved Development. (d) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators . 52 Three Months Ended June 30, Six Months Ended June 30, Trading Overview * 2025 2024 2025 2024 Sales Volume (in thousands of tons) U.S. 18 5 19 28 Total Volume 18 5 19 28 Summary Financial Data (in millions of dollars) Trading Sales $1.4 $0.6 $1.8 $3.5 Total Sales $1.4 $0.6 $1.8 $3.5 Operating Loss ($0.1) — ($0.6) — Adjusted EBITDA (a) ($0.1) — ($0.6) — * All periods presented exclude results from our 77% New Zealand joint venture interest, which was sold on June 30, 2025 and is reflected as Discontinued Operations in the Consolidated Financial Statements. See Note 2 — Discontinued Operations for additional information. (a) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators . 53 Three Months Ended June 30, Six Months Ended June 30, Capital Expenditures By Segment (in millions of dollars) * 2025 2024 2025 2024 Timber Capital Expenditures Southern Timber Reforestation, silviculture and other capital expenditures $4.7 $7.1 $10.9 $14.1 Property taxes 1.9 1.9 3.7 3.9 Lease payments 0.1 0.1 0.2 0.6 Allocated overhead 1.3 1.5 2.8 3.1 Subtotal Southern Timber $8.1 $10.7 $17.7 $21.7 Pacific Northwest Timber Reforestation, silviculture and other capital expenditures 1.5 1.4 3.0 4.1 Property taxes 0.1 0.1 0.2 0.3 Allocated overhead 0.7 1.3 1.4 2.6 Subtotal Pacific Northwest Timber $2.3 $2.9 $4.6 $7.0 Total Timber Segments Capital Expenditures $10.4 $13.5 $22.3 $28.6 Real Estate — 0.1 0.1 0.2 Corporate — — — 0.1 Total Capital Expenditures $10.4 $13.6 $22.4 $28.9 Real Estate Development Investments (a) $4.1 $4.6 $8.2 $10.1 * All periods presented exclude results from our 77% New Zealand joint venture interest, which was sold on June 30, 2025 and is reflected as Discontinued Operations in the Consolidated Financial Statements. See Note 2 — Discontinued Operations for additional information. (a) Represents investments in master infrastructure or entitlements in our real estate development projects. Real Estate Development Investments are amortized as the underlying properties are sold and included in Non-Cash Cost of Land and Improved Development. 54 Three Months Ended June 30, Six Months Ended June 30, Discontinued Operations * 2025 2024 2025 2024 Summary Financial Data by Historical Segment (in millions of dollars) New Zealand Timber Timber Sales $49.1 $49.2 $101.6 $91.3 Less: Cut and Haul (21.7) (21.0) (42.1) (37.6) Less: Port and Freight (15.3) (18.0) (30.7) (30.2) Net Stumpage Sales $12.2 $10.1 $28.9 $23.6 Carbon Credit Sales — 4.4 — 7.9 Other Non-Timber Sales 0.4 0.2 0.5 0.3 Total New Zealand Timber Sales $49.5 $53.8 $102.2 $99.5 Real Estate Land Sales — 15.5 — 15.5 Total Real Estate Sales — $15.5 — $15.5 Trading Trading Sales 2.7 4.4 6.6 12.8 Non-Timber Sales 0.4 0.3 0.5 0.8 Total Trading Sales $3.1 $4.7 $7.2 $13.5 Corporate / Intersegment Eliminations Non-Timber Sales — — — (0.1) Total Corporate / Intersegment Eliminations — — — ($0.1) Total sales from discontinued operations $52.6 $74.0 $109.3 $128.4 (Loss) income from operations of discontinued operations, net of tax ($0.6) $6.9 $1.9 $13.7 Gain on sale of discontinued operations 404.4 — 404.4 — Income from discontinued operations $403.8 $6.9 $406.3 $13.7 * Due to the Company selling the entities that hold its entire 77% New Zealand joint venture interest, New Zealand operating results are classified as Discontinued Operations in our Consolidated Financial Statements for all periods presented. 55 The following tables summarize sales, operating income (loss) and Adjusted EBITDA variances for June 30, 2025 versus June 30, 2024 (millions of dollars): Sales Southern Timber Pacific Northwest Timber Real Estate Trading Total Three Months Ended June 30, 2024 $59.3 $24.3 $15.5 $0.6 $99.6 Volume (1.7) (1.9) 11.3 1.3 9.0 Price (4.8) 0.5 5.3 (0.5) 0.5 Non-timber sales (a) 0.1 (0.2) — — (0.1) Other 0.4 (b) (0.3) (b) (2.7) (c) — (2.6) Three Months Ended June 30, 2025 $53.3 $22.4 $29.4 $1.4 $106.5 (a) For the Southern Timber segment, includes sales from carbon capture and storage ("CCS") and solar energy contracts. (b) Includes variance due to stumpage versus delivered sales. (c) Includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue. Sales Southern Timber Pacific Northwest Timber Real Estate Trading Total Six Months Ended June 30, 2024 $129.3 $49.5 $31.0 $3.5 $213.3 Volume (11.4) (4.0) 5.0 (1.1) (11.5) Price (12.0) 1.9 9.4 (0.6) (1.3) Non-timber sales (a) 0.1 (0.1) — — — Other (1.7) (b) (3.5) (b) (5.8) (c) — (11.0) Six Months Ended June 30, 2025 $104.3 $43.8 $39.6 $1.8 $189.5 (a) For the Southern Timber segment, includes sales from carbon capture and storage ("CCS") and solar energy contracts. (b) Includes variance due to stumpage versus delivered sales. (c) Includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue. Operating Income (Loss) Southern Timber Pacific Northwest Timber Real Estate Trading Corporate and Other Total Three Months Ended June 30, 2024 $17.1 ($1.5) $0.5 — ($11.6) $4.5 Volume (0.9) (0.4) 7.6 — — 6.3 Price (a) (4.8) 0.5 5.3 — — 1.0 Cost 0.8 2.2 (0.6) (0.1) 2.1 4.4 Non-timber income (b) 0.2 (0.2) — — — — Depreciation, depletion & amortization 0.2 1.0 (0.7) — — 0.5 Non-cash cost of land and improved development — — (1.0) — — (1.0) Other (c) — — (1.3) — 0.2 (1.1) Three Months Ended June 30, 2025 $12.6 $1.6 $9.8 ($0.1) ($9.3) $14.5 (a) For Timber segments, price reflects net stumpage realizations (i.e., net of cut and haul and shipping costs). For Real Estate, price is presented net of cash closing costs. (b) For the Southern Timber segment, includes income from carbon capture and storage (“CCS”) and solar energy contracts. (c) Real Estate includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue. Corporate and Other includes $0.2 million of costs related to disposition initiatives in the prior year period. 56 Operating Income (Loss) Southern Timber Pacific Northwest Timber Real Estate Trading Corporate and Other Total Six Months Ended June 30, 2024 $40.1 ($5.8) $0.4 — ($21.5) $13.2 Volume (6.0) (0.4) 3.2 — — (3.2) Price (a) (12.0) 1.9 9.4 — — (0.7) Cost (0.2) 3.9 0.4 (0.6) 3.6 7.1 Non-timber income (b) 0.1 (0.1) — — — — Depreciation, depletion & amortization 0.7 2.8 0.5 — 0.1 4.1 Non-cash cost of land and improved development — — (2.5) — — (2.5) Other (c) — — (2.6) — (0.9) (3.5) Six Months Ended June 30, 2025 $22.7 $2.3 $8.8 ($0.6) ($18.7) $14.6 (a) For Timber segments, price reflects net stumpage realizations (i.e., net of cut and haul and shipping costs). For Real Estate, price is presented net of cash closing costs. (b) For the Southern Timber segment, includes income from carbon capture and storage (“CCS”) and solar energy contracts. (c) Real Estate includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue. Corporate and Other includes $1.1 million of restructuring charges in the current period, compared to $0.2 million of costs related to disposition initiatives in the prior year period. Adjusted EBITDA (a) Southern Timber Pacific Northwest Timber Real Estate Trading Corporate and Other Total Three Months Ended June 30, 2024 $33.9 $5.9 $4.5 — ($11.0) $33.3 Volume (1.7) (1.4) 11.3 — — 8.2 Price (b) (4.8) 0.5 5.3 — — 1.0 Cost 0.8 2.2 (0.6) (0.1) 2.1 4.4 Non-timber income (c) 0.2 (0.2) — — — — Other (d) — — (1.9) — — (1.9) Three Months Ended June 30, 2025 $28.4 $7.0 $18.6 ($0.1) ($8.9) $44.9 (a) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators below. (b) For Timber segments, price reflects net stumpage realizations (i.e., net of cut and haul and shipping costs). For Real Estate, price is presented net of cash closing costs. (c) For the Southern Timber segment, includes income from carbon capture and storage (“CCS”) and solar energy contracts. (d) Real Estate includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue. Adjusted EBITDA (a) Southern Timber Pacific Northwest Timber Real Estate Trading Corporate and Other Total Six Months Ended June 30, 2024 $78.7 $10.6 $9.1 — ($20.4) $78.0 Volume (11.2) (3.0) 5.0 — — (9.2) Price (b) (12.0) 1.9 9.4 — — (0.7) Cost (0.2) 3.9 0.4 (0.6) 3.6 7.1 Non-timber income (c) 0.1 (0.1) — — — — Other (d) — — (3.3) — — (3.3) Six Months Ended June 30, 2025 $55.4 $13.3 $20.6 ($0.6) ($16.8) $71.9 (a) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators below. (b) For Timber segments, price reflects net stumpage realizations (i.e., net of cut and haul and shipping costs). For Real Estate, price is presented net of cash closing costs. (c) For the Southern Timber segment, includes income from carbon capture and storage (“CCS”) and solar energy contracts. (d) Real Estate includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue. 57 SOUTHERN TIMBER Second quarter sales of $53.3 million decreased $6.0 million, or 10%, versus the prior year period. Harvest volumes decreased 5% to 1.60 million tons versus 1.67 million tons in the prior year period, primarily due to softer mill demand coupled with the impact of the Large Disposition we completed in Oklahoma in late 2024. Average pine sawtimber stumpage realizations decreased 9% to $26.75 per ton versus $29.28 per ton in the prior year period due to a combination of softer demand from Southern sawmills, competing log supply from salvage timber, and an unfavorable shift in geographic mix. Average pine pulpwood stumpage realizations decreased 25% to $13.05 per ton versus $17.38 per ton in the prior year period, driven by the continued impact of salvage volume on the market, softer demand from pulp mills due to maintenance outages and reduced capacity, and an unfavorable shift in geographic mix. Overall, weighted-average net stumpage realizations (including hardwood) decreased 14% to $19.18 per ton versus $22.21 per ton in the prior year period. Operating income of $12.6 million decreased $4.5 million versus the prior year period due to lower net stumpage realizations ($4.8 million) and lower volumes ($0.9 million), partially offset by lower costs ($0.8 million), higher non-timber income ($0.2 million), and lower depletion expense ($0.2 million). Second quarter Adjusted EBITDA of $28.4 million was 16%, or $5.5 million, below the prior year period. Year-to-date sales of $104.3 million decreased $25.0 million, or 19%, versus the prior year period. Harvest volumes decreased 14% to 3.18 million tons versus 3.68 million tons in the prior year period, primarily due to softer mill demand coupled with the impact of the Large Disposition we completed in Oklahoma in late 2024. Average pine sawtimber stumpage realizations decreased 12% to $26.35 per ton versus $30.04 per ton in the prior year period due to a combination of softer demand from Southern sawmills, competing log supply from salvage timber, and an unfavorable shift in geographic mix. Average pine pulpwood stumpage realizations decreased 21% to $13.58 per ton versus $17.12 per ton in the prior year period, driven by the continued impact of salvage volume on the market, softer demand from pulp mills due to maintenance outages and reduced capacity, and an unfavorable shift in geographic mix. Overall, weighted-average stumpage realizations (including hardwood) decreased 17% to $18.91 per ton versus $22.68 per ton in the prior year period. Operating income of $22.7 million decreased $17.4 million versus the prior year period due to lower net stumpage realizations ($12.0 million), lower volumes ($6.0 million) and higher costs ($0.2 million), partially offset by lower depletion expense ($0.7 million) and higher non-timber income ($0.1 million). Year-to-date Adjusted EBITDA of $55.4 million was 30%, or $23.2 million, below the prior year period. PACIFIC NORTHWEST TIMBER Second quarter sales of $22.4 million decreased $1.9 million, or 8%, versus the prior year period. Harvest volumes decreased 15% to 248,000 tons versus 293,000 tons in the prior year period due to the impact of the Large Dispositions completed in the fourth quarter of 2024. Average delivered prices for domestic sawtimber increased 6% to $96.17 per ton versus $90.70 per ton in the prior year period due to strong demand from domestic lumber mills in anticipation of additional duties on Canadian lumber, as well as a favorable geographic mix resulting from recent Large Dispositions. Average delivered pulpwood prices increased 4% to $31.52 per ton versus $30.20 per ton in the prior year period due to modestly improved supply/demand dynamics. Operating income of $1.6 million versus an operating loss of ($1.5) million in the prior year period was driven by lower costs ($2.2 million), lower depletion expense ($1.0 million), and higher net stumpage realizations ($0.5 million), partially offset by lower volumes ($0.4 million) and lower non-timber income ($0.2 million). Second quarter Adjusted EBITDA of $7.0 million was 17%, or $1.0 million, above the prior year period. Year-to-date sales of $43.8 million decreased $5.7 million, or 11%, versus the prior year period. Harvest volumes decreased 17% to 509,000 tons versus 610,000 tons in the prior year period, primarily due to the impact of the Large Dispositions completed in the fourth quarter of 2024. Average delivered prices for domestic sawtimber increased 7% to $93.39 per ton versus $87.57 per ton in the prior year period, primarily due to improved demand from domestic lumber mills in anticipation of additional duties on Canadian lumber and a favorable geographic mix. Average delivered pulpwood prices increased 4% to $30.79 per ton versus $29.74 per ton in the prior year period due to modestly improved supply/demand dynamics. Operating income of $2.3 million versus an operating loss of $5.8 million in the prior year period was driven by lower costs ($3.9 million), lower depletion expense ($2.8 million) and higher net stumpage realizations ($1.9 million), partially offset by lower volumes ($0.4 million) and lower non-timber income ($0.1 million). Year-to-date Adjusted EBITDA of $13.3 million was 25%, or $2.7 million, above the prior year period. 58 REAL ESTATE Second quarter sales of $29.4 million increased $14.0 million versus the prior year period, while operating income of $9.8 million increased $9.3 million versus the prior year period. Sales and operating income increased versus the prior year period primarily due to higher acres sold (3,263 acres sold versus 1,494 acres sold in the prior year period) and higher weighted-average prices ($8,340 per acre versus $6,722 per acre in the prior year period). Improved Development sales of $8.5 million included $5.2 million from the Heartwood development project south of Savannah, Georgia and $3.3 million from the Wildlight development project north of Jacksonville, Florida. Sales in Heartwood included a 23-acre commercial parcel for $5.2 million ($225,000 per acre). Sales in Wildlight consisted of two commercial parcels totaling 3.1 acres ($1.1 million per acre). This compares to Improved Development sales of $2.6 million in the prior year period. Unimproved Development sales of $3.0 million consisted of a 311-acre transaction in Flagler County, Florida for $9,635 per acre. There were no unimproved development sales in the prior year period. Rural sales of $15.7 million consisted of 2,926 acres at an average price of $5,376 per acre. This compares to prior year period sales of $7.5 million, which consisted of 1,439 acres at an average price of $5,189 per acre. Second quarter Adjusted EBITDA of $18.6 million increased $14.0 million versus the prior year period. Year-to-date sales of $39.6 million increased $8.6 million versus the prior year period, while operating income of $8.8 million increased $8.4 million versus the prior year period. Sales and operating income increased in the first six months primarily due to higher weighted-average prices ($8,332 per acre versus $6,187 per acre in the prior year period) and higher acres sold (4,294 acres sold versus 3,428 acres sold in the prior year period). Year-to-date Adjusted EBITDA of $20.6 million increased $11.5 million versus the prior year period. TRADING Second quarter sales of $1.4 million increased $0.8 million versus the prior year period, primarily due to higher volumes. Sales volumes were 18,000 tons in the second quarter compared to 5,000 tons in the prior year period. The Trading segment generated an operating loss of $0.1 million versus breakeven results in the prior year period. Year-to-date sales of $1.8 million decreased $1.7 million versus the prior year period, primarily due to lower volumes. Sales volumes of 19,000 tons decreased 32% versus the prior year period. The Trading segment generated a year-to-date operating loss and Adjusted EBITDA of $0.6 million versus breakeven results in the prior year period. OTHER ITEMS CORPORATE AND OTHER EXPENSE Second quarter corporate and other operating expenses of $9.3 million decreased $2.3 million versus the prior year period, primarily due to lower compensation and benefits expenses. Year-to-date corporate and other operating expenses of $18.7 million decreased $2.8 million versus the prior year period, primarily due to lower compensation and benefits expenses. The current period includes $1.1 million of restructuring charges, while the prior-year period included $0.2 million of costs related to disposition initiatives. The restructuring charges were related to our previously announced workforce optimization initiative, which was effectuated during the first quarter. INTEREST EXPENSE, NET Second quarter and year-to-date interest expense of $6.5 million and $12.9 million decreased $2.5 million and $5.0 million, respectively, versus the prior year period, primarily due to lower average outstanding debt. INTEREST INCOME Second quarter and year-to-date interest income of $2.3 million and $5.2 million increased $0.6 million and $1.5 million, respectively, versus the prior year period, primarily due to higher cash on hand following the Large Dispositions completed in late 2024. 59 OTHER MISCELLANEOUS EXPENSE, NET Second quarter other miscellaneous expense of $0.5 million compares to prior year period other miscellaneous expense of $1.2 million, which included $1.1 million of net costs associated with legal settlements. Year-to-date other miscellaneous expense of $2.4 million includes $1.7 million of net costs associated with legal settlements. This compares to prior year period other miscellaneous expense of $8.3 million, which included a $5.7 million pension settlement charge and $2.4 million of net costs associated with legal settlements. INCOME TAX (EXPENSE) BENEFIT Year-to-date income tax expense of $0.3 million versus income tax benefit of $1.0 million in the prior year period was primarily due to a $1.2 million tax benefit associated with the Company’s pension plan termination and settlement in the prior year period. INCOME FROM DISCONTINUED OPERATIONS Discontinued operations relates to our New Zealand joint venture. Second quarter income of $403.8 million includes a $404.4 million gain on the sale of the Company’s New Zealand joint venture interest and a $0.6 million loss from operations of discontinued operations, net of tax. This compares to prior year period income from operations of discontinued operations, net of tax of $6.9 million. Year-to-date income of $406.3 million includes a $404.4 million gain on the sale of the Company’s New Zealand joint venture interest and $1.9 million of income from operations of discontinued operations, net of tax. This compares to prior year period income from operations of discontinued operations, net of tax of $13.7 million. See Note 2 — Discontinued Operations for additional information. SHARE REPURCHASES During the second quarter, the Company repurchased approximately 1.5 million shares at an average price of $23.71 per share, or $34.9 million in total. As of June 30, 2025, the Company had approximately 154.8 million common shares and 2.1 million Redeemable Operating Partnership Units outstanding. As of June 30, the Company had $262.4 million remaining on its current share repurchase authorization. Year-to-date, the Company repurchased approximately 1.6 million shares at an average price of $23.95 per share, or $37.6 million in total. OUTLOOK In our Southern Timber segment, we expect full-year harvest volumes toward the lower end of our prior guidance range, although we expect materially higher volumes in the second half versus the first half of the year. We further expect that pine net stumpage realizations will be modestly higher in the second half of the year as compared to the first half due to reduced salvage volume on the market, more normalized demand conditions following several extended mill outages, and favorable geographic mix. In our Pacific Northwest Timber segment, we expect full-year harvest volumes consistent with our prior guidance. Weighted-average log pricing is expected to be modestly higher in the second half of the year versus the first half due to the anticipated effect of increased duties on Canadian lumber imports. Turning to our Real Estate segment, we remain encouraged by our transaction pipeline and expect significant closing activity over the balance of the year. 60 LIQUIDITY AND CAPITAL RESOURCES Our principal source of cash is cash flow from operations, primarily the harvesting of timber and sales of real estate. As an UPREIT, our main use of cash is dividends and unitholder distributions. We also use cash to maintain the productivity of our timberlands through replanting and silviculture. Our operations have generally produced consistent cash flow and required limited capital resources. Short-term borrowings have helped fund working capital needs, while acquisitions of timberlands generally require funding from external sources or Large Dispositions. SUMMARY OF LIQUIDITY AND FINANCING COMMITMENTS June 30, December 31, (millions of dollars) 2025 2024 Cash and cash equivalents $892.3 $303.1 Total debt (a) 1,050.0 1,050.0 Noncontrolling interests in the Operating Partnership 53.4 51.8 Shareholders’ equity 2,302.2 1,780.5 Total capitalization (total debt plus permanent and temporary equity) 3,405.6 2,882.3 Debt to capital ratio 31 % 36 % Net debt to enterprise value (b)(c) 4 % 16 % (a) Total debt as of June 30, 2025 and December 31, 2024 reflects principal on long-term debt and current maturities of long-term debt, gross of deferred financing costs and unamortized discounts. (b) Net debt is calculated as total debt less cash and cash equivalents. (c) Enterprise value based on market capitalization (including Rayonier, L.P. “OP” units) plus net debt based on Rayonier’s share price of $22.18 and $26.10 as of June 30, 2025 and December 31, 2024, respectively. AT-THE-MARKET (“ATM”) EQUITY OFFERING PROGRAM On November 4, 2022 we entered into a new distribution agreement with a group of sales agents through which we may sell common shares, from time to time, having an aggregate sales price of up to $300 million (the “2022 ATM Program”). As of June 30, 2025, $269.7 million remains available for issuance under the 2022 ATM Program. There were no common shares issued under the ATM program during the three and six months ended June 30, 2025 and 2024. CASH FLOWS The following table summarizes our cash flows from operating, investing and financing activities for the six months ended June 30, 2025 and 2024: (millions of dollars) 2025 2024 Cash provided by (used for): Operating activities $88.7 $107.6 Investing activities 658.3 (47.4) Financing activities (198.6) (125.1) CASH PROVIDED BY OPERATING ACTIVITIES Cash provided by operating activities decreased $18.9 million from the prior year period, primarily due to lower operating results and changes in working capital. CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES Cash provided by investing activities was $658.3 million in the current period compared to cash used for investing activities of $47.4 million in the prior year period, due to net proceeds on the sale of the Company’s New Zealand joint venture interest ($687.6 million), higher cash provided by the sale of property, plant and equipment and other investing activities ($8.8 million), lower capital expenditures from continuing operations ($6.4 million), lower real estate development investments ($1.9 million), and lower capital expenditures from discontinued operations ($1.0 million). 61 CASH USED FOR FINANCING ACTIVITIES Cash used for financing activities increased $73.5 million from the prior year period. This is primarily due to higher dividends paid on common shares ($37.8 million), increases in share repurchases ($36.1 million) and higher distributions to noncontrolling interests in the Operating Partnership ($0.4 million), partially offset by lower distributions to noncontrolling interests in consolidated affiliates ($0.7 million). FUTURE USES OF CASH We expect future uses of cash to include working capital requirements, principal and interest payments on long-term debt, lease payments, capital expenditures, real estate development investments, timberland acquisitions, dividends on Rayonier Inc. common shares and distributions on Rayonier, L.P. units, and repurchases of the Company’s common shares to satisfy other commitments. Significant long-term uses of cash include the following (in millions): Future uses of cash (in millions) Total Payments Due by Period 2025 2026-2027 2028-2029 Thereafter Long-term debt (a) $850.0 — — $400.0 $450.0 Current maturities of long-term debt (b) 200.0 — 200.0 — — Interest payments on long-term debt (c) 166.0 24.6 77.5 45.3 18.6 Operating leases — timberland (d) 23.2 2.3 5.5 4.3 11.1 Operating leases — PP&E, offices (d) 0.6 0.2 0.3 0.1 — Commitments — real estate projects 76.1 16.1 34.6 16.0 9.4 Commitments — environmental remediation (e) 5.7 0.4 1.8 0.6 2.9 Commitments — other (f) 2.1 0.5 1.0 0.2 0.4 Total $1,323.7 $44.1 $320.7 $466.5 $492.4 (a) The book value of long-term debt, net of deferred financing costs and unamortized discounts, is currently recorded at $844.9 million on our Consolidated Balance Sheets, but upon maturity the liability will be $850.0 million. See Note 7 - Debt for additional information. (b) The book value of current maturities of long-term debt is currently recorded on our Consolidated Balance Sheets net of an immaterial amount of deferred financing costs. See Note 7 - Debt for additional information. (c) Projected interest payments for variable-rate debt were calculated based on outstanding principal amounts and interest rates as of June 30, 2025 and excludes the impact of hedging. (d) Excludes anticipated renewal options. (e) Commitments — environmental remediation represents our estimate of potential liability associated with environmental contamination and Natural Resource Damages in Port Gamble, Washington. See Note 11 - Environmental and Natural Resource Damage Liabilities for additional information. (f) Commitments — other includes other purchase obligations. We expect to fund future uses of cash with a combination of existing cash balances, cash generated by operating activities, the remaining issuances available under the Company’s ATM Program, Large Dispositions and the use of our revolving credit facility. We believe we have sufficient sources of funding to meet our business requirements for the next 12 months and in the longer term. 62 EXPECTED 2025 EXPENDITURES Capital expenditures in 2025 are expected to be between $52 million and $56 million, excluding any strategic timberland acquisitions we may make. Capital expenditures are expected to primarily consist of seedling planting, fertilization and other silvicultural activities, property taxes, lease payments, allocated overhead and other capitalized costs. Aside from capital expenditures, we may also acquire timberland as we actively evaluate acquisition opportunities. We anticipate real estate development investments in 2025 to be between $23 million and $27 million, net of reimbursements from community development bonds. Expected real estate development investments are primarily related to Wildlight, our mixed-use community development project located north of Jacksonville, Florida and Heartwood, our mixed-use development project located in Richmond Hill just south of Savannah, Georgia. Our 2025 dividend payments on Rayonier Inc. common shares and distributions to Rayonier, L.P. unitholders, excluding the additional dividend and distribution paid on January 30, 2025 to shareholders of record on December 12, 2024, are expected to be approximately $170 million and $2 million, respectively, assuming no change in the quarterly dividend rate of $0.2725 per share or partnership unit, or material changes in the number of shares or partnership units outstanding. Future share repurchases, if any, will depend on the Company’s liquidity and cash flow, as well as general market conditions and other considerations including capital allocation priorities. OFF-BALANCE SHEET ARRANGEMENTS We utilize off-balance sheet arrangements to provide credit support for certain suppliers and vendors in case of their default on critical obligations, and collateral for outstanding claims under our previous workers’ compensation self-insurance programs. These arrangements consist of standby letters of credit and surety bonds. As part of our ongoing operations, we also periodically issue guarantees to third parties. Off-balance sheet arrangements are not considered a source of liquidity or capital resources and do not expose us to material risks or material unfavorable financial impacts. See Note 12 — Guarantees for details on the letters of credit and surety bonds as of June 30, 2025. 63 SUMMARY OF GUARANTOR FINANCIAL INFORMATION In May 2021, Rayonier, L.P. issued $450 million of 2.75% Senior Notes due 2031 (the “Senior Notes due 2031”). Rayonier TRS Holdings Inc., Rayonier Inc., and Rayonier Operating Company, LLC agreed to irrevocably, fully and unconditionally guarantee jointly and severally, the obligations of Rayonier, L.P. in regards to the Senior Notes due 2031. As a general partner of Rayonier, L.P., Rayonier Inc. consolidates Rayonier, L.P. and has no material assets or liabilities other than its interest in Rayonier, L.P. These notes are unsecured and unsubordinated and will rank equally with all other unsecured and unsubordinated indebtedness from time to time outstanding. Rayonier, L.P. is a limited partnership, in which Rayonier Inc. is the general partner. The operating subsidiaries of Rayonier, L.P. conduct all of our operations. Rayonier, L.P.’s most significant assets are its interest in operating subsidiaries, which have been excluded in the table below to eliminate intercompany transactions between the issuer and guarantors and to exclude investments in non-guarantors. As a result, our ability to make required payments on the notes depends on the performance of our operating subsidiaries and their ability to distribute funds to us. There are no material restrictions on dividends from the operating subsidiaries. The summarized balance sheet information for the consolidated obligor group of debt issued by Rayonier, L.P. for the six months ended June 30, 2025 and year ended December 31, 2024 are provided in the table below: (in millions) June 30, 2025 December 31, 2024 Current assets $902.6 $311.9 Non-current assets 71.8 93.1 Current liabilities 217.0 293.8 Non-current liabilities 2,319.2 2,341.5 Due to non-guarantors 1,450.9 1,273.3 The summarized results of operations information for the consolidated obligor group of debt issued by Rayonier, L.P. for the six months ended June 30, 2025 and year ended December 31, 2024 are provided in the table below: (in millions) June 30, 2025 December 31, 2024 Cost and expenses ($15.6) ($35.4) Operating loss (15.6) (35.4) Net loss (21.1) (60.2) Revenue from non-guarantors 298.8 1,263.0 LIQUIDITY FACILITIES See Note 7 — Debt for information on liquidity facilities and other outstanding debt, as well as information on covenants that must be met in connection with our Senior Notes due 2031, 2015 Term Loan Agreement, 2016 Incremental Term Loan Agreement, 2021 Incremental Term Loan Agreement and Revolving Credit Facility. RESTRICTED CASH See Note 18 — Restricted Cash for further information regarding the funds deposited with a third-party intermediary and cash held in escrow. 64 PERFORMANCE AND LIQUIDITY INDICATORS The discussion below is presented to enhance the reader’s understanding of our operating performance, liquidity, and ability to generate cash and satisfy rating agency and creditor requirements. This information includes two measures of financial results: Adjusted Earnings before Interest, Taxes, Depreciation, Depletion and Amortization (“Adjusted EBITDA”) and Cash Available for Distribution (“CAD”). These measures are not defined by Generally Accepted Accounting Principles (“GAAP”), and the discussion of Adjusted EBITDA and CAD is not intended to conflict with or change any of the GAAP disclosures described above. Management uses Adjusted EBITDA as a performance measure. Adjusted EBITDA is a non-GAAP measure that management uses to make strategic decisions about the business and that investors can use to evaluate the operational performance of the assets under management. It excludes specific items that management believes are not indicative of the Company’s ongoing operating results. We define Adjusted EBITDA as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and improved development, non-operating expense, income (loss) from operations of discontinued operations, gain on sale of discontinued operations, restructuring charges, costs related to disposition initiatives and Large Dispositions. Management uses CAD as a liquidity measure. CAD is a non-GAAP measure of cash generated during a period that is available for common share dividends, distributions to Operating Partnership unitholders, repurchase of the Company’s common shares, debt reduction, timberland acquisitions and real estate development investments. CAD is defined as cash provided by operating activities adjusted for capital spending (excluding timberland acquisitions and real estate development investments) and working capital and other balance sheet changes. CAD is not necessarily indicative of the CAD that may be generated in future periods. We reconcile Adjusted EBITDA to Net Income for the consolidated Company and to Operating Income (Loss) for the segments, as those are the most comparable GAAP measures for each. The following table provides a reconciliation of Net Income to Adjusted EBITDA for the respective periods (in millions of dollars): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Net Income to Adjusted EBITDA Reconciliation Net Income $413.6 $3.0 $410.5 $5.3 Loss (income) from operations of discontinued operations, net of tax (a) 0.6 (6.9) (1.9) (13.7) Gain on sale of discontinued operations (b) (404.4) — (404.4) — Interest, net and miscellaneous income 4.2 7.3 7.7 14.3 Income tax expense (benefit) (c) — — 0.3 (1.0) Depreciation, depletion and amortization 23.4 25.2 46.9 58.3 Non-cash cost of land and improved development 6.9 3.4 9.3 6.4 Non-operating expense (d) 0.6 1.2 2.4 8.3 Restructuring charges (e) — — 1.1 — Costs related to disposition initiatives (f) — 0.2 — 0.2 Adjusted EBITDA $44.9 $33.3 $71.9 $78.0 (a) Loss (income) from operations of discontinued operations, net of tax includes loss (income) generated by the Company's New Zealand joint venture interest, which was classified as discontinued operations prior to its June 30, 2025 disposition. (b) Gain on sale of discontinued operations reflects the net gain recognized on the sale of the Company’s New Zealand joint venture interest. (c) The six months ended June 30, 2024 includes a $1.2 million income tax benefit related to the pension settlement. (d) The six months ended June 30, 2025 includes $1.7 million of net costs associated with legal settlements. The three months ended June 30, 2024 includes $1.1 million of net costs associated with legal settlements. The six months ended June 30, 2024 includes $5.7 million of pension settlement charges and $2.4 million of net costs associated with legal settlements. (e) Restructuring charges include severance costs related to workforce optimization initiatives. (f) Costs related to disposition initiatives include legal, advisory, and other due diligence costs incurred in connection with the Company’s asset disposition plan, which was announced in November 2023. 65 The following tables provide a reconciliation of Operating Income (Loss) by segment to Adjusted EBITDA by segment for the respective periods (in millions of dollars): Three Months Ended Southern Timber Pacific Northwest Timber Real Estate Trading Corporate and Other Total June 30, 2025 Operating income (loss) $12.6 $1.6 $9.8 ($0.1) ($9.3) $14.5 Depreciation, depletion and amortization 15.8 5.4 1.9 — 0.4 23.4 Non-cash cost of land and improved development — — 6.9 — — 6.9 Adjusted EBITDA $28.4 $7.0 $18.6 ($0.1) ($8.9) $44.9 June 30, 2024 Operating income (loss) $17.1 ($1.5) $0.5 — ($11.6) $4.5 Depreciation, depletion and amortization 16.8 7.4 0.6 — 0.4 25.2 Non-cash cost of land and improved development — — 3.4 — — 3.4 Costs related to disposition initiatives (a) — — — — 0.2 0.2 Adjusted EBITDA $33.9 $5.9 $4.5 — ($11.0) $33.3 (a) Costs related to disposition initiatives include legal, advisory, and other due diligence costs incurred in connection with the Company’s asset disposition plan, which was announced in November 2023. Six Months Ended Southern Timber Pacific Northwest Timber Real Estate Trading Corporate and Other Total June 30, 2025 Operating income (loss) $22.7 $2.3 $8.8 ($0.6) ($18.7) $14.6 Depreciation, depletion and amortization 32.7 11.0 2.4 — 0.8 46.9 Non-cash cost of land and improved development — — 9.3 — — 9.3 Restructuring charges (a) — — — — 1.1 1.1 Adjusted EBITDA $55.4 $13.3 $20.6 ($0.6) ($16.8) $71.9 June 30, 2024 Operating income (loss) $40.1 ($5.8) $0.4 — ($21.5) $13.2 Depreciation, depletion and amortization 38.6 16.5 2.4 — 0.9 58.3 Non-cash cost of land and improved development — — 6.4 — — 6.4 Costs related to disposition initiatives (b) — — — — 0.2 0.2 Adjusted EBITDA $78.7 $10.6 $9.1 — ($20.4) $78.0 (a) Restructuring charges include severance costs related to workforce optimization initiatives. (b) Costs related to disposition initiatives include legal, advisory, and other due diligence costs incurred in connection with the Company’s asset disposition plan, which was announced in November 2023. 66 The following table provides a reconciliation of Cash Provided by Operating Activities to Adjusted CAD (in millions of dollars): Six Months Ended June 30, 2025 2024 Cash provided by operating activities $88.7 $107.6 Cash provided by operating activities from discontinued operations (8.9) (23.3) Capital expenditures (a) (22.4) (28.9) Working capital and other balance sheet changes (10.7) (17.0) CAD $46.7 $38.4 Mandatory debt repayments — — CAD after mandatory debt repayments $46.7 $38.4 Cash provided by (used for) investing activities $658.3 ($47.4) Cash used for financing activities ($198.6) ($125.1) (a) Capital expenditures exclude real estate development investments. The following table provides supplemental cash flow data (in millions of dollars): Six Months Ended June 30, 2025 2024 Real Estate Development Investments ($8.2) ($10.1) Distributions to noncontrolling interests in consolidated affiliates (3.1) (3.8) 67