What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-07 compared with 2025-08-08 · 221 added, 215 removed, 534 unchanged (45% of the section changed)

16 unchanged sentences

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

Effective during the third quarter of 2025, the previously reported Trading segment’s log trading activities conducted in the U.S.

South and Pacific Northwest are now reported in the respective Southern Timber and Pacific Northwest Timber segments.

All prior amounts have been reclassified to reflect the newly aligned segment structure.

See Note 3 — S egmen t and Geographical Information for additional information.

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.

Certain statements in this document regarding anticipated financial outcomes, including our earnings guidance, if any, business and market conditions, outlook, expected dividend rate, our acquisition and disposition activity, including the ability to realize the intended benefits of our proposed merger with PotlatchDeltic Corporation and the risk that we may fail to complete the proposed merger on the terms contemplated or at all, 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.

1 unchanged sentence

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.

The risk factors contained in Item 1A — Risk Factors in our 2024 Form 10-K, as well as the risk factor contained in Part II, Item 1A — Risk Factors in this quarterly report on Form 10-Q, 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.

12 unchanged sentences

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.

Southern Timber, Pacific Northwest Timber, and Real Estate.

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.

See Note 3 — Segment and Geographical Information for further discussion of our reportable segments and Note 2 — Discontinued Operations for additional information regarding the sale of the New Zealand joint venture.

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

South (1.72 million acres) and U.S.

1 unchanged sentence

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 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, revenue from land-based solutions such as carbon capture and storage and solar energy, and log trading activities conducted from the U.S.

South and Pacific Northwest.

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

1 unchanged sentence

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

10 unchanged sentences

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.

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

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

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

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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.

lumber markets could also be affected by a 10% ad valorem duty on softwood timber and lumber imports that came into effect on October 14, 2025, following an investigation authorized under Section 232 of the Trade Expansion Act of 1962 arising from Executive Order 14223 Addressing the Threat to National Security from Imports of Timber, Lumber, and Their Derivative Products (March 1, 2025).

These tariffs, along with increased duties on Canadian lumber from the sixth administrative review of the anti-dumping and countervailing order on softwood lumber from Canada, 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.

3 unchanged sentences

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.

Currently, in our Southern Timber segment, pine stumpage realizations continue to be constrained by softer overall demand for pulpwood and sawtimber, recent mill closures and the lingering effects of significant salvage activity earlier in the year.

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

15 unchanged sentences

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

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

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

Owned Leased Total Owned Leased Total

15 unchanged sentences

See Note 2 — Discontinued Operations for additional information.

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

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

(acres in 000s) Acres Owned

December 31, 2024

Acquisitions Sales Other June 30, 2025

Acquisitions Sales September 30, 2025

Alabama 250 — (2) 248

8 unchanged sentences

Washington 299 — — 299

305 — — — 305

New Zealand (a) 178 — (178) —

4 unchanged sentences

December 31, 2024

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

New Leases Sold/Expired Leases (a) September 30, 2025

Alabama 3 — — 3

2 unchanged sentences

Georgia 49 — — 49

89 — (6) — 83

Pacific Northwest

11 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

Financial Information (in millions) 2025 2024 2025 2024

5 unchanged sentences

Timberland & Non-Strategic 53.5 — 53.5 0.6

Conservation Easement — 1.1 — 1.1

Deferred Revenue/Other (a) 9.4 3.2 13.2 13.0

Total Real Estate 90.8 30.1 130.4 61.1

Trading 1.4 0.6 1.8 3.5

Total Sales $177.5 $124.1 $367.0 $337.4

2 unchanged sentences

Pacific Northwest Timber 1.8 0.8 3.5 (5.0)

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)

Real Estate (b) 26.4 8.6 35.2 9.0

Corporate and Other (c) (9.0) (10.4) (27.7) (31.9)

Operating Income 41.7 18.8 56.3 32.0

1 unchanged sentence

Interest income 9.8 1.1 15.0 4.8

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

Other miscellaneous (expense) income, net (d) (1.0) 11.5 (3.4) 3.3

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

Income from continuing operations 43.7 22.2 47.9 13.9

Income from operations of discontinued operations, net of tax — 8.2 1.9 21.9

Gain on sale of discontinued operations — — 404.4 —

1 unchanged sentence

Net Income 43.7 30.4 454.2 35.8

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

Net (income) loss attributable to noncontrolling interests in consolidated affiliates — (1.3) 0.2 (3.3)

Net Income Attributable to Rayonier, L.P.

3 unchanged sentences

$43.2 $28.8 $448.5 $32.0

Adjusted EBITDA (e)

Adjusted EBITDA (f)

Southern Timber $42.7 $37.9 $98.1 $116.6

1 unchanged sentence

Real Estate 73.8 19.9 94.4 29.0

Trading (0.1) — (0.6) —

Corporate and Other (8.6) (9.3) (25.4) (29.8)

Total Adjusted EBITDA $114.3 $57.2 $186.2 $135.2

(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.

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 .

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

(b) The three and nine months ended September 30, 2025 includes a $7.0 million asset impairment charge.

The three and nine months ended September 30, 2024 includes $0.7 million and $0.8 million, respectively, of costs related to disposition initiatives.

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

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

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

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

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

Southern Timber Overview * 2025 2024 2025 2024

Sales Volume (in thousands of tons)

Sales Volume (in thousands of tons) (a)

Pine Pulpwood 912 909 2,558 2,851

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% Export Volume (vs.

Total Volume) (a) — 1 % — 1 %

Net Stumpage Pricing (dollars per ton) (b)

Total Volume) (b) — — — 1 %

Net Stumpage Pricing (dollars per ton) (a)(c)

Pine Pulpwood $13.77 $17.21 $13.65 $17.13

8 unchanged sentences

Net Stumpage Sales $38.4 $32.5 $98.4 $116.0

Land-Based Solutions (c) 2.8 2.6 5.5 4.3

Trading Sales — 0.4 — 1.2

Land-Based Solutions (d) 2.8 2.8 8.4 7.1

Other Non-Timber Sales 11.8 13.9 24.9 28.1

2 unchanged sentences

(+) Depreciation, depletion and amortization 20.1 18.1 52.8 56.7

Adjusted EBITDA (d) $28.4 $33.9 $55.4 $78.7

Adjusted EBITDA (e) $42.7 $37.9 $98.1 $116.6

Period-End Acres (in thousands) 1,715 1,843 1,715 1,843

(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.

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

* Prior periods have been retrospectively adjusted for financial impacts of log trading activities in the U.S.South due to the elimination of the Trading segment.

(a) Excludes log trading activities.

(b) Estimated percentage of export volume, which includes volumes sold to third-party exporters in addition to direct exports through our log export program.

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

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

Pacific Northwest Timber Overview * 2025 2024 2025 2024

Sales Volume (in thousands of tons)

Sales Volume (in thousands of tons) (a)

Pulpwood 33 42 113 145

Domestic Sawtimber (a) 210 243 429 488

Domestic Sawtimber (b) 177 268 606 756

Export Sawtimber — 9 1 28

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% Export Volume (vs.

Total Volume) (b) 1 % 5 % 1 % 7 %

Delivered Log Pricing (in dollars per ton)

Total Volume) (c) 1 % 8 % 1 % 7 %

Delivered Log Pricing (in dollars per ton) (a)

Pulpwood $36.12 $30.14 $32.39 $29.85

Domestic Sawtimber 100.16 95.27 95.37 90.06

Export Sawtimber (c) — — 84.07 137.67

Export Sawtimber (d) — 138.00 84.07 137.77

Weighted Average Log Price $89.91 $88.06 $85.50 $82.13

4 unchanged sentences

Net Stumpage Sales $9.9 $15.0 $32.3 $39.9

Trading Sales — 4.4 1.8 7.1

Land-Based Solutions — — 0.1 —

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(+) Depreciation, depletion and amortization 4.6 7.8 15.6 24.3

Adjusted EBITDA (d) $7.0 $5.9 $13.3 $10.6

Adjusted EBITDA (e) $6.4 $8.7 $19.1 $19.3

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.

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

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

Sawtimber (in dollars per MBF) (a)(f) $738 $663 $722 $660

* Prior periods have been retrospectively adjusted for financial impacts of log trading activities in the U.S.

Pacific Northwest due to the elimination of the Trading segment.

(a) Excludes log trading activities.

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

(c) Estimated percentage of export volume, which includes volumes sold to third-party exporters in addition to direct exports through our log export program.

(d) Pricing is reported on a CFR basis (i.e., inclusive of export costs and freight).

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

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

Real Estate Overview * 2025 2024 2025 2024

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Timberland & Non-Strategic 53.5 — 53.5 0.6

Conservation Easement — 1.1 — 1.1

Deferred Revenue/Other (b) 9.4 3.2 13.2 13.0

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Operating Income $26.4 $8.6 $35.2 $9.0

(+) Asset impairment charge (d) 7.0 — 7.0 —

(+) Depreciation, depletion and amortization 9.6 1.5 12.1 3.8

(+) Non-cash cost of land and improved development 30.7 9.8 40.0 16.2

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

Adjusted EBITDA (e) $73.8 $19.9 $94.4 $29.0

* 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.

1 unchanged sentence

(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.

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

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

Three Months Ended

June 30, Six Months Ended

Trading Overview * 2025 2024 2025 2024

Sales Volume (in thousands of tons)

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) —

See Note 2 — Discontinued Operations for additional information.

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

(d) Asset impairment charge reflects an impairment charge recognized on certain real estate assets located in Washington, which were acquired in the 2020 merger with Pope Resources.

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

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

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Total Capital Expenditures $12.6 $11.4 $35.0 $40.3

Timberland Acquisitions

Southern Timber — 3.6 — 3.6

Timberland Acquisitions — $3.6 — $3.6

Real Estate Development Investments (a)

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

Discontinued Operations * 2025 2024 2025 2024

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Total sales from discontinued operations — $70.9 $109.3 $199.3

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

Income from operations of discontinued operations, net of tax — $8.2 $1.9 $21.9

Gain on sale of discontinued operations — — 404.4 —

Income from discontinued operations — $8.2 $406.3 $21.9

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

The following tables summarize sales, operating income (loss) and Adjusted EBITDA variances for June 30, 2025 versus June 30, 2024 (millions of dollars):

Sales Southern Timber Pacific Northwest Timber Real Estate Trading Total

* Due to the Company's sale of the entities that hold its entire 77% New Zealand joint venture interest, which was completed on June 30, 2025, New Zealand operating results are classified as Discontinued Operations in our Consolidated Financial Statements for all periods presented.

The following tables summarize sales, operating income (loss) and Adjusted EBITDA variances for September 30, 2025 versus September 30, 2024 (millions of dollars):

Sales Southern Timber Pacific Northwest Timber Real Estate Total

Three Months Ended

June 30, 2024

September 30, 2024

$62.4 $31.6 $30.1 $124.1

4 unchanged sentences

Three Months Ended

June 30, 2025

September 30, 2025

$66.8 $19.9 $90.8 $177.5

1 unchanged sentence

(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

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

Sales Southern Timber Pacific Northwest Timber Real Estate Total

Nine Months Ended

September 30, 2024

$192.5 $83.8 $61.1 $337.4

3 unchanged sentences

Other (0.8) (b) (5.9) (b) 0.3 (c) (6.4)

Six Months Ended

June 30, 2025

Nine Months Ended

September 30, 2025

$171.1 $65.5 $130.4 $367.0

1 unchanged sentence

(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

Operating Income Southern Timber Pacific Northwest Timber Real Estate Corporate and Other Total

Three Months Ended

June 30, 2024

September 30, 2024

$19.8 $0.8 $8.6 ($10.4) $18.8

7 unchanged sentences

Three Months Ended

June 30, 2025

September 30, 2025

$22.5 $1.8 $26.4 ($9.0) $41.7

2 unchanged sentences

(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.

Real Estate also includes deferred revenue adjustments, builder price participation, and other fees related to Improved Development sales in addition to Conservation Easement sales and residential and commercial lease revenue.

Corporate and Other includes $0.7 million of costs related to disposition initiatives in the prior year period.

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

Six Months Ended

June 30, 2024

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

Nine Months Ended

September 30, 2024

$59.9 ($5.0) $9.0 ($31.9) $32.0

6 unchanged sentences

Other (c) — — (3.1) (0.3) (3.4)

Six Months Ended

June 30, 2025

Nine Months Ended

September 30, 2025

$45.3 $3.5 $35.2 ($27.7) $56.3

2 unchanged sentences

(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 $0.8 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

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

Three Months Ended

June 30, 2024

September 30, 2024

$37.9 $8.7 $19.9 ($9.3) $57.2

5 unchanged sentences

Three Months Ended

June 30, 2025

September 30, 2025

$42.7 $6.4 $73.8 ($8.6) $114.3

3 unchanged sentences

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

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

Six Months Ended

June 30, 2024

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

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

Nine Months Ended

September 30, 2024

$116.6 $19.3 $29.0 ($29.8) $135.2

4 unchanged sentences

Other (d) — — 2.3 — 2.3

Six Months Ended

June 30, 2025

Nine Months Ended

September 30, 2025

$98.1 $19.1 $94.4 ($25.4) $186.2

3 unchanged sentences

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

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.

Third quarter sales of $66.8 million increased $4.4 million, or 7%, versus the prior year period.

Harvest volumes increased 24% to 1.94 million tons versus 1.57 million tons in the prior year period, as production improved due to drier weather conditions and increased demand for green logs as salvage operations in our Atlantic region subsided.

Average pine sawtimber stumpage realizations decreased 3% to $26.73 per ton versus $27.46 per ton in the prior year period due to a combination of softer demand from Southern sawmills and lingering effects on log pricing following significant salvage activity earlier this year.

Average pine pulpwood stumpage realizations decreased 20% to $13.77 per ton versus $17.21 per ton in the prior year period, driven by softer demand from pulp mills following recent mill closures, the lingering effects of salvage activity, and a less favorable geographic mix.

Overall, weighted-average net stumpage realizations (including hardwood) decreased 5% to $19.81 per ton versus $20.77 per ton in the prior year period, as lower pulpwood pricing was partially offset by a higher proportion of sawtimber volume.

Operating income of $22.5 million increased $2.8 million versus the prior year period due to higher volumes ($3.7 million), lower depletion expense ($1.9 million), and lower costs ($0.4 million), partially offset by lower net stumpage realizations ($1.8 million) and lower non-timber income ($1.5 million).

Third quarter Adjusted EBITDA of $42.7 million was 13%, or $4.8 million, above the prior year period.

Year-to-date sales of $171.1 million decreased $21.4 million, or 11%, versus the prior year period.

Harvest volumes decreased 2% to 5.12 million tons versus 5.25 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.

Average pine sawtimber stumpage realizations decreased 10% to $26.50 per ton versus $29.38 per ton in the prior year period due to a combination of softer demand from Southern sawmills and competing log supply from salvage timber.

Average pine pulpwood stumpage realizations decreased 20% to $13.65 per ton versus $17.13 per ton in the prior year period, driven by the impact of salvage volume on the market and softer demand from pulp mills.

Overall, weighted-average stumpage realizations (including hardwood) decreased 13% to $19.26 per ton versus $22.11 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).

Operating income of $45.3 million decreased $14.6 million versus the prior year period due to lower net stumpage realizations ($14.5 million), lower volumes ($1.5 million), and lower non-timber income ($1.4 million), partially offset by lower depletion expense ($2.5 million) and lower costs ($0.3 million).

Year-to-date Adjusted EBITDA of $98.1 million was 16%, or $18.5 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.

Third quarter sales of $19.9 million decreased $11.7 million, or 37%, versus the prior year period.

Harvest volumes decreased 34% to 210,000 tons versus 319,000 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 5% to $100.16 per ton versus $95.27 per ton in the prior year period, primarily due to a favorable species mix.

Average delivered pulpwood prices increased 20% to $36.12 per ton versus $30.14 per ton in the prior year period, primarily due to reduced sawmill residuals on the market.

Operating income of $1.8 million increased $0.9 million versus the prior year period due to lower costs ($1.6 million), lower depletion expense ($0.6 million), higher net stumpage realizations ($0.1 million), and higher non-timber income ($0.1 million), partially offset by lower volumes ($1.4 million).

Third quarter Adjusted EBITDA of $6.4 million was 26%, or $2.3 million, below the prior year period.

Year-to-date sales of $65.5 million decreased $18.3 million, or 22%, versus the prior year period.

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Average delivered prices for domestic sawtimber increased 6% to $95.37 per ton versus $90.06 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.

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).

Average delivered pulpwood prices increased 9% to $32.39 per ton versus $29.85 per ton in the prior year period, primarily due to reduced sawmill residuals and modestly improved supply/demand dynamics.

Operating income of $3.5 million versus an operating loss of $5.0 million in the prior year period was driven by lower costs ($5.0 million), lower depletion expense ($3.3 million), higher net stumpage realizations ($1.7 million), and higher non-timber income ($0.1 million), partially offset by lower volumes ($1.6 million).

Year-to-date Adjusted EBITDA of $19.1 million was 1%, or $0.2 million, below the prior year period.

Third quarter sales of $90.8 million increased $60.7 million versus the prior year period, while operating income of $26.4 million increased $17.8 million versus the prior year period.

Sales and operating income increased versus the prior year period primarily due to higher acres sold (23,348 acres sold versus 2,916 acres sold in the prior year period) partially offset by lower weighted-average prices ($3,486 per acre versus $8,835 per acre in the prior year period).

Improved Development sales of $20.6 million included $16.5 million from the Wildlight development project north of Jacksonville, Florida, $3.7 million from the Heartwood development project south of Savannah, Georgia, and $0.4 million from the sale of a two-acre commercial-use parcel in Kitsap County, Washington ($206,000 per acre).

Sales in Wildlight consisted of three residential pod sales totaling 212 acres ($78,000 per acre), while sales in Heartwood consisted of a 14-acre parcel for a senior living community ($271,000 per acre).

This compares to Improved Development sales of $12.0 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 $7.3 million consisted of 1,520 acres at an average price of $4,811 per acre.

This compares to prior year period sales of $13.8 million, which consisted of 2,800 acres at an average price of $4,916 per acre.

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

Timberland & Non-Strategic sales of $53.5 million consisted of a 21,601-acre transaction in Florida sold to a conservation-oriented buyer for $2,477 per acre.

This property was deemed non-strategic due to its low plantability, young age-class distribution, and distance from core holdings in the region.

There were no Timberland & Non-Strategic sales in the prior year period.

Third quarter Adjusted EBITDA of $73.8 million increased $53.9 million versus the prior year period.

Year-to-date sales of $130.4 million increased $69.3 million versus the prior year period, while operating income of $35.2 million increased $26.2 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).

Sales and operating income increased in the first nine months primarily due to higher acres sold (27,642 acres sold versus 6,344 acres sold in the prior year period), partially offset by lower weighted-average prices ($4,239 per acre versus $7,405 per acre in the prior year period).

Year-to-date Adjusted EBITDA of $94.4 million increased $65.4 million versus the prior year period.

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

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

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

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

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

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

CORPORATE AND OTHER EXPENSE

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

Third quarter corporate and other operating expenses of $9.0 million decreased $1.4 million versus the prior year period, primarily due to lower compensation and benefits expenses and $0.7 million of costs related to disposition initiatives in the prior year quarter.

Year-to-date corporate and other operating expenses of $27.7 million decreased $4.2 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 current year period includes $1.1 million of restructuring charges, while the prior year period included $0.8 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.

Third quarter and year-to-date interest expense of $6.8 million and $19.7 million decreased $2.4 million and $7.5 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.

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.

Third quarter and year-to-date interest income of $9.8 million and $15.0 million increased $8.7 million and $10.3 million, respectively, versus the prior year period, primarily due to a higher cash balance following the Large Dispositions completed in late 2024 and the sale of the Company’s New Zealand joint venture interest in the second quarter of 2025.

OTHER MISCELLANEOUS (EXPENSE) INCOME, NET

Third quarter other miscellaneous expense of $1.0 million compares to prior year period other miscellaneous income of $11.5 million, which included $12.0 million of net recoveries associated with legal settlements, partially offset by $0.3 million of pension settlement charges.

Year-to-date other miscellaneous expense of $3.4 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.

This compares to prior year period other miscellaneous income of $3.3 million, which included $9.6 million of net recoveries associated with legal settlements, partially offset by $6.0 million of pension settlement charges.

INCOME TAX (EXPENSE) BENEFIT

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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.

Discontinued operations relates to the sale of our New Zealand joint venture, which was completed on June 30, 2025.

Third quarter prior year period income from operations of discontinued operations, net of tax was $8.2 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.

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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.

During the third quarter, the Company repurchased approximately 1.2 million shares at an average price of $24.55 per share, or $30.1 million in total.

As of September 30, 2025, the Company had approximately 153.9 million common shares outstanding, 1.7 million Redeemable Operating Partnership Units outstanding, and $232.3 million remaining on its current share repurchase authorization.

Year-to-date, the Company repurchased approximately 2.8 million shares at an average price of $24.21 per share, or $67.7 million in total.

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

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

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

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

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

In our Southern Timber segment, we expect lower anticipated harvest volumes and continued softness in end-market demand.

In our Pacific Northwest Timber segment, the anticipated improvement in lumber markets following the increase in duties on Canadian lumber imports has been slower to materialize than previously expected.

In our Real Estate segment, we remain encouraged by our transaction pipeline for the remainder of the year.

LIQUIDITY AND CAPITAL RESOURCES

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SUMMARY OF LIQUIDITY AND FINANCING COMMITMENTS

June 30, December 31,

September 30, December 31,

(millions of dollars) 2025 2024

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Net debt to enterprise value (b)(c) 3 % 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.

(a) Total debt as of September 30, 2025 and December 31, 2024 reflects principal on long-term debt and current maturities of long-term debt, gross of deferred financing costs and unamortized discounts.

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

“OP” units) plus net debt based on Rayonier’s share price of $22.18 and $26.10 as of June 30, 2025 and December 31, 2024, respectively.

“OP” units) plus net debt based on Rayonier’s share price of $26.54 and $26.10 as of September 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.

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

As of September 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 nine months ended September 30, 2025 and 2024.

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

(millions of dollars) 2025 2024

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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 operating activities increased $31.1 million from the prior year period, primarily due to higher 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).

Cash provided by investing activities was $642.9 million in the current period compared to cash used for investing activities of $74.8 million in the prior year period, due to net proceeds on the sale of the Company’s New Zealand joint venture interest ($688.3 million), higher cash provided by the sale of property, plant and equipment and other investing activities ($7.6 million), lower real estate development investments ($7.2 million), lower capital expenditures from discontinued operations ($5.8 million), lower capital expenditures from continuing operations ($5.2 million) and lower cash used for timberland acquisitions ($3.6 million).

CASH USED FOR FINANCING ACTIVITIES

Cash used for financing activities increased $42.2 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).

This is primarily due to increases in share repurchases ($66.2 million), higher dividends paid on common shares ($37.3 million), higher debt issuance costs ($0.8 million) and higher distributions to noncontrolling interests in the Operating Partnership ($0.3 million), partially offset by lower repayments of debt ($60.0 million) and lower distributions to noncontrolling interests in consolidated affiliates ($2.4 million).

FUTURE USES OF CASH

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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.

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

(d) Excludes anticipated renewal options.

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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.

unitholders, excluding the additional dividend and distribution paid on January 30, 2025 to holders of record on December 12, 2024 and the additional dividend and distribution payable on December 12, 2025 to holders of record on October 24, 2025, 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.

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

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

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

SUMMARY OF GUARANTOR FINANCIAL INFORMATION

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

for the 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

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

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

Current assets $931.1 $311.9

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

for the 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

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

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

Cost and expenses ($23.7) ($35.4)

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

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

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

Management uses CAD as a liquidity measure.

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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Net Income $43.7 $30.4 $454.2 $35.8

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

Income from operations of discontinued operations, net of tax (a) — (8.2) (1.9) (21.9)

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

Interest, net and miscellaneous income 4.2 7.3 7.7 14.3

Interest, net and miscellaneous (income) expense (3.0) 8.1 4.7 22.4

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

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Non-cash cost of land and improved development 30.7 9.8 40.0 16.2

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

Non-operating expense (income) (d) 1.0 (11.5) 3.4 (3.3)

Asset impairment charge (e) 7.0 — 7.0 —

Restructuring charges (f) — — 1.1 —

Costs related to disposition initiatives (g) — 0.7 — 0.8

Adjusted EBITDA $114.3 $57.2 $186.2 $135.2

(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.

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

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

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

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

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

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

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

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

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

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

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

(e) Asset impairment charge reflects an impairment charge recognized on certain real estate assets located in Washington, which were acquired in the 2020 merger with Pope Resources.

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

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

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

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

June 30, 2025

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

Three Months Ended Southern Timber Pacific Northwest Timber Real Estate Corporate

September 30, 2025

Operating income $22.5 $1.8 $26.4 ($9.0) $41.7

Depreciation, depletion and amortization 20.1 4.6 9.6 0.4 34.8

Non-cash cost of land and improved development — — 30.7 — 30.7

Asset impairment charge (a) — — 7.0 — 7.0

Adjusted EBITDA $42.7 $6.4 $73.8 ($8.6) $114.3

June 30, 2024

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

September 30, 2024

Operating income $19.8 $0.8 $8.6 ($10.4) $18.8

Depreciation, depletion and amortization 18.1 7.8 1.5 0.4 27.9

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

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

Costs related to disposition initiatives (b) — — — 0.7 0.7

Adjusted EBITDA $37.9 $8.7 $19.9 ($9.3) $57.2

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

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

June 30, 2025

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

(a) Asset impairment charge reflects an impairment charge recognized on certain real estate assets located in Washington, which were acquired in the 2020 merger with Pope Resources.

(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.

Nine Months Ended Southern Timber Pacific Northwest Timber Real Estate Corporate

September 30, 2025

Operating income $45.3 $3.5 $35.2 ($27.7) $56.3

Depreciation, depletion and amortization 52.8 15.6 12.1 1.3 81.7

Non-cash cost of land and improved development — — 40.0 — 40.0

Restructuring charges (a) — — — — 1.1 1.1

Asset impairment charge (a) — — 7.0 — 7.0

Restructuring charges (b) — — — 1.1 1.1

Adjusted EBITDA $98.1 $19.1 $94.4 ($25.4) $186.2

June 30, 2024

September 30, 2024

Operating income (loss) $59.9 ($5.0) $9.0 ($31.9) $32.0

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Non-cash cost of land and improved development — — 16.2 — 16.2

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

Costs related to disposition initiatives (c) — — — 0.8 0.8

Adjusted EBITDA $116.6 $19.3 $29.0 ($29.8) $135.2

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

(a) Asset impairment charge reflects an impairment charge recognized on certain real estate assets located in Washington, which were acquired in the 2020 merger with Pope Resources.

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

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

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

Six Months Ended June 30,

Nine Months Ended September 30,

Cash provided by operating activities $204.9 $173.8

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Cash used for financing activities ($272.1) ($229.9)

(a) Capital expenditures exclude real estate development investments.

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

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

Six Months Ended June 30,

Nine Months Ended September 30,

Real Estate Development Investments ($11.9) ($19.1)

Distributions to noncontrolling interests in consolidated affiliates (3.1) (5.5)

Purchase of timberlands — (3.6)

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis