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Item 1. Business

2026-02-23 compared with 2025-02-21 · 195 added, 237 removed, 297 unchanged (59% of the section changed)

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 U.S.

and New Zealand.

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

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

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, New Zealand Timber, Real Estate, and Trading.

As of December 31, 2024, we owned, leased or managed approximately 2.5 million acres of timberland and real estate located in the U.S.

South (1.75 million acres), U.S.

Pacific Northwest (308,000 acres) and New Zealand (412,000 gross acres, or 287,000 net plantable acres).

In addition, we engage in the trading of logs to Pacific Rim markets, predominantly from New Zealand to support our New Zealand export operations.

We have an added focus to maximize the value of our land portfolio by pursuing higher and better use (“HBU”) land sale opportunities.

We originated as the Rainier Pulp & Paper Company founded in Shelton, Washington in 1926.

On June 27, 2014, Rayonier completed the tax-free spin-off of its Performance Fibers manufacturing business from its timberland and real estate operations, thereby becoming a “pure-play” timberland REIT.

On May 8, 2020, Rayonier, L.P.

acquired Pope Resources, a Delaware Limited Partnership (“Pope Resources”).

We operate through an umbrella partnership real estate investment trust (“UPREIT”) structure, where our Operating Partnership and its subsidiaries own our assets.

Rayonier is the sole general partner of the Operating Partnership.

2025 STRATEGIC DEVELOPMENTS

In June 2025, we completed the sale of our 77% interest in the New Zealand joint venture.

Consequently, these operations are classified as discontinued operations for all periods presented.

See Note 2 — Discontinued Operations for additional information.

Effective with the third quarter of 2025, we realigned our reporting segments to reflect how our chief operating decision maker (“CODM”), the Chief Executive Officer, evaluates performance and allocates capital.

As part of the realignment, 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 or Pacific Northwest Timber segments based on geographical location for all periods presented.

See Note 3 — Segment and Geographical Information for further discussion of our reportable segments.

CORE BUSINESS SEGMENTS

Our revenues, operating income and cash flows are primarily derived from three core segments:

Southern Timber, Pacific Northwest Timber, and Real Estate.

As of December 31, 2025, we owned or leased under long-term agreements approximately 2.0 million acres of timberlands located in the U.S.

South (1.69 million acres) and U.S.

Pacific Northwest (307,000 acres).

We also seek to maximize the value of our land portfolio by pursuing higher and better use (“HBU”) land sale opportunities.

COMPANY HISTORY

Founded in 1926 as the Rainier Pulp & Paper Company, we have evolved significantly through strategic transactions.

Key milestones include the 2014 tax-free spin-off of our Performance Fibers manufacturing business and the 2020 acquisition of Pope Resources, a Delaware Limited Partnership (“Pope Resources”).

REIT STATUS AND STRUCTURE

Under our REIT structure, we are generally not required to pay U.S.

federal income taxes on our earnings from timber harvest operations and other REIT-qualifying activities contingent upon meeting applicable distribution, income, asset, shareholder and other tests.

As of December 31, 2024, Rayonier owns a 98.7% interest in the Operating Partnership and a corresponding portion of taxable income or loss.

Certain operations are conducted through our taxable REIT subsidiaries (“TRS”) and subject to U.S.

federal income taxes on earnings from timber harvest operations and other REIT-qualifying activities provided we satisfy certain distribution, income, asset, shareholder and other tests.

We conduct substantially all operations through our Operating Partnership, in which Rayonier held a 99.0% interest as of December 31, 2025.

Certain non-qualifying operations are conducted through our taxable REIT subsidiaries (“TRS”) and are subject to U.S.

federal and state corporate income tax.

As of December 31, 2024 and as of the date of the filing of this Annual Report on Form 10-K, we believe the Company is in compliance with all REIT tests.

As of December 31, 2025, and as of the date of this filing, we believe the Company is in compliance with all REIT requirements.

See Note 21 — Income Taxes for further discussion of REIT and non-REIT qualifying operations.

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Our telephone number is (904) 357-9100.

RECENT DEVELOPMENTS

On January 30, 2026, we completed our merger with PotlatchDeltic Corporation (“PotlatchDeltic”) in a merger-of-equals transaction.

Under the terms of the merger agreement, PotlatchDeltic stockholders received 1.8185 Rayonier common shares and $0.61 in cash for each PotlatchDeltic share held.

In connection with the closing, we issued approximately 140.9 million Rayonier common shares.

This transaction significantly expands our timberland portfolio and introduces wood products manufacturing capabilities, enhancing our scale, geographic diversity, and long-term growth prospects.

See Note 1 — Summary of Sign ifican t Accountin g Policies for further information regarding our merger with PotlatchDeltic.

Unless otherwise indicated, the disclosures in Item 1 reflect our business as of December 31, 2025, and do not include the impact of the PotlatchDeltic merger.

References to the combined company or the effects of the merger are specifically noted where applicable.

OUR COMPETITIVE STRENGTHS

We believe that we distinguish ourselves from other timberland owners and other alternative asset investments through the following competitive strengths:

• Only Pure-Play Timberland REIT .

We are the only publicly traded “pure-play” timberland REIT, providing our investors with a focused, large-scale timberland investment vehicle.

We are differentiated from other timberland REITs in that we do not own any manufacturing assets, which reduces volatility in our earnings and cash flow, and also enhances our ability to make nimble operational and portfolio management decisions to maximize shareholder value.

• Scale in Premier Softwood Timber Markets.

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South, in close proximity to a variety of established pulp, paper, and wood products manufacturing facilities and export operations, which provide demand for both pulpwood and higher-value sawtimber products.

Our Pacific Northwest and New Zealand timberlands benefit from strong domestic sawmill markets as well as access to nearby ports to capitalize on exports to Pacific Rim markets.

Our Pacific Northwest timberlands benefit from strong domestic sawmill markets as well as access to nearby ports to capitalize on exports to Pacific Rim markets.

• Well-Positioned to Provide Land-Based Solutions .

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We also maintain a strong credit profile and have investment grade debt ratings.

We believe that our access to the public capital markets, advantageous REIT structure, and commitment to a conservative capitalization

provide us with a competitive cost of capital as well as the financial flexibility to execute a nimble capital allocation strategy with a view towards building long-term value per share.

We believe that our access to the public capital markets, advantageous REIT structure, and commitment to a conservative capitalization provide us with a competitive cost of capital as well as the financial flexibility to execute a nimble capital allocation strategy with a view towards building long-term value per share.

Our business strategy consists of the following key elements:

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We are further committed to being an industry leader in transparent disclosure, particularly relating to our timberland holdings, harvest schedules, timber inventory, age-class profiles, carbon footprint, and other pertinent data regarding our long-term sustainability.

We believe our continued commitment to transparency

around the stewardship of our assets and capital will allow us to effectively attract and deploy capital, and further enhance our reputation as a preferred industry supplier and employer.

We believe our continued commitment to transparency around the stewardship of our assets and capital will allow us to effectively attract and deploy capital, and further enhance our reputation as a preferred industry supplier and employer.

SEGMENT INFORMATION

As of December 31, 2024, Rayonier operated in five reportable business segments:

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

See Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 2 — Segment and Geographical Information for information on sales and operating income by reportable segment and geographic region.

Our timber businesses are disaggregated into Southern Timber, Pacific Northwest Timber, and New Zealand Timber.

Sales in the Timber segments include the harvesting of timber as well as other non-timber activities, including the leasing and licensing of properties, land-based solutions, and carbon credit sales.

As of December 31, 2025, Rayonier operated in three reportable business segments:

Southern Timber, Pacific Northwest Timber, and Real Estate.

See Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 3 — Segment and Geographical Information for information on sales, operating income, and Adjusted EBITDA by reportable segment.

Our timber businesses are disaggregated into Southern Timber and Pacific Northwest Timber.

Sales in the 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.

DISCUSSION OF TIMBER INVENTORY AND SUSTAINABLE YIELD

We define gross timber inventory as an estimate of all standing timber volume beyond the specified age at which we commence calculating our timber inventory for inclusion in our inventory tracking systems.

The age at which we commence calculating our timber inventory is 10 years for our Southern timberlands, 20 years for our Pacific Northwest timberlands, and 20 years for our New Zealand timberlands.

We define gross timber inventory as an estimate of all standing timber volume beyond the specified age at which we begin calculating our timber inventory for inclusion in our inventory tracking systems.

The age at which we commence calculating our timber inventory is 10 years for our Southern timberlands and 20 years for our Pacific Northwest timberlands.

Our estimate of gross timber inventory is based on an inventory system that involves periodic statistical sampling and growth modeling.

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The merchantable age ( i.e.

, the age at which timber moves from pre-merchantable to merchantable) is 15 years for our Southern timberlands, 35 years for our Pacific Northwest timberlands, and 20 years for radiata pine and 30 years for Douglas-fir in our New Zealand timberlands.

, the age at which timber moves from pre-merchantable to merchantable) is 15 years for our Southern timberlands and 35 years for our Pacific Northwest timberlands.

Our estimated merchantable timber inventory changes over time as timber is harvested, as pre-merchantable timber transitions to merchantable timber, as existing merchantable timber inventory grows, as we acquire and sell timberland and as we periodically update our statistical sampling and growth and yield models.

Our timber inventory by product and age class for our Southern Timber and Pacific Northwest Timber segments are presented herein as of September 30, 2024 on a pro forma basis adjusted for Large Dispositions completed in the fourth quarter.

For purposes of calculating per unit depletion rates for the subsequent year, we estimate our merchantable timber inventory as of December 31, including the impact of acquisitions and dispositions.

Timber inventory is generally measured and expressed in short green tons (SGT) in our Southern timberlands, in thousand board feet (MBF) or million board feet (MMBF) in our Pacific Northwest timberlands, and in cubic meters (m 3 ) in our New Zealand timberlands.

For conversion purposes, one MBF and one m 3 is equal to approximately 7.75 and 1.12 short green tons, respectively.

For comparison purposes, we provide inventory estimates for our Pacific Northwest and New Zealand timberlands in MBF and cubic meters, respectively, as well as in short green tons.

The following table sets forth the estimated volumes of merchantable timber inventory in short green tons for the South and Pacific Northwest as of September 30, 2024 and as of December 31, 2024 for New Zealand.

Merchantable timber inventory for the South and the Pacific Northwest are presented on a pro forma basis adjusted for the 91,000-acre Large Disposition in Oklahoma and 109,000 acres of Large Dispositions in Washington, respectively, that closed in the fourth quarter:

Our timber inventory by product and age class for our Southern Timber and Pacific Northwest Timber segments are presented herein as of September 30, 2025.

For purposes of calculating per unit depletion rates for the subsequent year, we estimate our merchantable timber inventory as of December 31.

Timber inventory is generally measured and expressed in short green tons (SGT) in our Southern timberlands, and in thousand board feet (MBF) or million board feet (MMBF) in our Pacific Northwest timberlands.

For conversion purposes, one MBF is equal to approximately 7.75 short green tons.

For comparison purposes, we provide inventory estimates for our Pacific Northwest timberlands in MBF as well as in short green tons.

The following table sets forth the estimated volumes of merchantable timber inventory in short green tons for the South and Pacific Northwest as of September 30, 2025:

(volumes in thousands of SGT)

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Pacific Northwest 7,506 10

New Zealand 18,078 19

(a) For all regions, depletion rate calculations for the upcoming year are based on estimated volumes of merchantable inventory at December 31, 2024.

(a) For each region, depletion rate calculations for the upcoming year are based on estimated volumes of merchantable inventory at December 31, 2025.

We define sustainable yield as the average harvest level that can be sustained into perpetuity based on our estimates of biological growth and the expected productivity resulting from our reforestation and silvicultural efforts.

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We manage our U.S.

timberlands in accordance with the requirements of the Sustainable Forestry Initiative ® (“SFI”) program.

The timberland holdings of the New Zealand subsidiary are certified under the Forest Stewardship Council ® (“FSC”).

The majority of our New Zealand timberland holdings are also certified under the Programme for the Endorsement of Forest Certification (“PEFC”).

All programs are comprehensive systems of environmental principles, objectives and performance measures that combine the perpetual growing and harvesting of trees with the protection of wildlife, plants, soil and water quality.

timberlands in accordance with the requirements of the Sustainable Forestry Initiative ® (“SFI”) program, which consists of a comprehensive system of environmental principles, objectives and performance measures that combine the perpetual growing and harvesting of trees with the protection of wildlife, plants, soil and water quality.

Through application of our site-specific silvicultural expertise and financial discipline, we manage timber in a way that is designed to optimize site preparation, tree species selection, competition control, fertilization, timing of thinning and final harvest.

We also have a genetic seedling improvement program to enhance the productivity and quality of our timberlands and overall forest health.

In addition, non-timber income opportunities associated with our timberlands such as recreational licenses, considerations for the future HBU of the land, and land-based solutions such as carbon sequestration and credit sales in our New Zealand Timber segment are integral parts of our site-specific management philosophy.

All of these activities are designed to maximize value while complying with SFI, or FSC and PEFC requirements.

In addition, non-timber income opportunities associated with our timberlands such as recreational licenses, considerations for the future HBU of the land, and land-based solutions such as carbon sequestration are integral parts of our site-specific management philosophy.

All of these activities are designed to maximize value while complying with SFI requirements.

SOUTHERN TIMBER

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We expect that the average annual harvest volume of our Southern timberlands over the next five years (2026 to 2030) will be generally in line with our sustainable yield.

These estimates and expectations exclude the impact of our recently completed merger with PotlatchDeltic.

The sustainable yield and projected harvest volumes for the combined company are currently under review and will be updated in future filings as integration progresses.

For additional information, see Item 1 — Business — Discussion of Timber Inventory and Sustainable Yield and Item 1A — Risk Factors .

In 2024, we acquired approximately 7,000 acres of timberland in the Southern region.

For additional information, see Note 4 — Timberland Acquisitions .

We also closed on a 91,000-acre Large Disposition in Oklahoma.

See Item 7 — Results of Operations for additional information.

We estimate that the gross timber inventory and merchantable timber inventory of our Southern timberlands were 83 million tons and 70 million tons, respectively, as of September 30, 2024, on a pro forma basis adjusted for the 91,000-acre Large Disposition in Oklahoma completed in the fourth quarter.

The following table provides a breakdown of our Southern timberlands acreage and timber inventory by product and age class as of September 30, 2024, presented on a pro forma basis to exclude acreage and timber inventory sold in the Large Disposition:

(volumes in thousands of SGT) (a)

We estimate that the gross timber inventory and merchantable timber inventory of our Southern timberlands were 81 million tons and 67 million tons, respectively, as of September 30, 2025.

The following table provides a breakdown of our Southern timberlands acreage and estimated timber inventory by product and age class as of September 30, 2025:

(volumes in thousands of SGT)

Age Class Acres

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Pine Plantation

0 to 4 years (b) 269 — — — — —

0 to 4 years (a) 275 — — — — —

5 to 9 years 204 — — — — —

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Total Pine Plantation 1,128 27,468 21,906 599 7 49,980

Natural Pine (Plantable) (c) 30 299 329 598 115 1,341

Natural Mixed Pine/Hardwood (d) 509 7,589 5,929 13,713 2,340 29,571

Natural Pine (Plantable) (b) 22 274 324 466 96 1,160

Natural Mixed Pine/Hardwood (c) 498 7,791 7,057 12,875 2,121 29,844

Forested Acres and Gross Inventory 1,648 35,533 29,287 13,940 2,224 80,984

Non-Forested Acres (e) 64

Non-Forested Acres (d) 67

Gross Acres 1,715

Pre-Merchantable Age Class

Inventory (f) (8,709)

Inventory (e) (8,580)

Volume in Environmentally

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Merchantable Timber Inventory 67,161

(a) Table presented as of September 30, 2024 and is presented on a pro forma basis adjusted for the 91,000-acre Large Disposition in Oklahoma.

(b) 0 to 4 years includes clearcut acres not yet replanted.

(d) Consists of all non-plantable natural stands, including those that are in environmentally sensitive or economically inaccessible areas.

(e) Includes roads, rights of way and all other non-forested areas.

(f) Includes inventory that is less than 15 years old.

(a) 0 to 4 years includes clearcut acres not yet replanted.

(b) Consists of natural stands that are convertible into pine plantations once harvested.

(c) Consists of all non-plantable natural stands, including those that are in environmentally sensitive or economically inaccessible areas.

(d) Includes roads, rights of way and all other non-forested areas.

(e) Includes inventory that is less than 15 years old.

PACIFIC NORTHWEST TIMBER

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We expect that the average annual harvest volume of our Pacific Northwest timberlands over the next five years (2026 to 2030) will be toward the lower end of our sustainable yield range.

These estimates and expectations exclude the impact of our recently completed merger with PotlatchDeltic.

The sustainable yield and projected harvest volumes for the combined company are currently under review and will be updated in future filings as integration progresses.

For additional information, see Item 1 — Business — Discussion of Timber Inventory and Sustainable Yield and Item 1A — Risk Factors .

In 2024, we closed on 109,000 acres of Large Dispositions in Washington.

See Item 7 — Results of Operations for additional information.

We estimate that the gross timber inventory and merchantable timber inventory of our Pacific Northwest timberlands were 1,981 MMBF and 971 MMBF, respectively, as of September 30, 2024, on a pro forma basis adjusted for the 109,000 acres of Large Dispositions in Washington completed in the fourth quarter.

The following table provides a breakdown of our Pacific Northwest timberlands acreage and timber inventory by product and age class as of September 30, 2024, presented on a pro forma basis to exclude acreage and timber inventory sold in the Large Dispositions:

(volumes in MBF, except as noted) (a)

We estimate that the gross timber inventory and merchantable timber inventory of our Pacific Northwest timberlands were 2,621 MMBF and 969 MMBF, respectively, as of September 30, 2025.

The following table provides a breakdown of our Pacific Northwest timberlands acreage and estimated timber inventory by product and age class as of September 30, 2025:

(volumes in MBF, except as noted)

Age Class Acres (000’s) Softwood

Pulpwood (f) Softwood

Sawtimber (f) Total (f)

Pulpwood (e) Softwood

Sawtimber (e) Total (e)

Commercial Forest

0 to 4 years (b) 28 — — —

0 to 4 years (a) 28 — — —

5 to 9 years 24 — — —

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Total Commercial Forest 235 312,064 1,364,112 1,676,176

Non-Commercial Forest (c) 2 1,675 9,652 11,327

Non-Commercial Forest (b) 9 3,641 19,782 23,423

Productive Forested Acres 244

Restricted Forest (d) 57 23,398 123,010 146,408

Restricted Forest (c) 59 111,657 809,689 921,346

Total Forested Acres and Gross Inventory 303 427,362 2,193,583 2,620,945

Non-Forested Acres (e) 10

Non-Forested Acres (d) 4

Gross Acres 307

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Total Merchantable Timber (thousands of SGT) 7,506

(a) Table presented as of September 30, 2024 and is presented on a pro forma basis adjusted for the 109,000 acres of Large Dispositions in Washington.

(b) 0 to 4 years includes clearcut acres not yet replanted.

(d) Includes significant portions of riparian management zones, legally restricted forests, and environmentally sensitive areas.

(e) Includes roads, rights of way, and all other non-forested areas.

(f) Includes a minor component of hardwood in red alder and other species.

NEW ZEALAND TIMBER

As of December 31, 2024, our New Zealand timberlands consisted of approximately 412,000 acres (including approximately 234,000 acres of leased lands), of which approximately 287,000 acres were designated as productive or plantation acres, meaning land that is capable of growing merchantable timber and where the harvesting of timber is not constrained by physical, environmental or regulatory restrictions.

The leased acres are generally leased through long-term arrangements including Crown Forest Licenses (“CFLs”), forestry rights and other leases.

Rotation ages typically range from 25 to 30 years for pine plantations.

Our New Zealand timberlands serve a domestic sawmilling market and also provide export logs to Pacific Rim markets.

Our New Zealand timber operations are conducted by Matariki Forestry Group, a joint venture with Stafford Capital Partners Limited (the “New Zealand subsidiary”).

We maintain a controlling financial interest of 77% in the New Zealand subsidiary and, accordingly, consolidate the New Zealand subsidiary’s balance sheet and results of operations.

The minority owner’s interest in the New Zealand subsidiary and its earnings are reported as noncontrolling interest in our financial statements.

Rayonier’s wholly-owned subsidiary, Rayonier New Zealand Limited (“RNZ”), serves as the manager of the New Zealand subsidiary.

For additional information, see Note 5 — Noncontrolling Interests .

We estimate that the sustainable yield of our New Zealand timberlands is approximately 2.1 to 2.4 million cubic meters (or 2.4 to 2.7 million tons) annually.

We expect that the average annual harvest volume of our New Zealand timberlands over the next five years (2025 to 2029) will be in line with our sustainable yield range.

For additional information, see Item 1 — Business — Discussion of Timber Inventory and Sustainable Yield and Item 1A — Risk Factors .

We estimate that the gross timber inventory and merchantable timber inventory of our New Zealand timberlands were both 16.2 million cubic meters as of December 31, 2024.

The following table provides a breakdown of our New Zealand timberlands acreage and timber inventory by product and age class as of December 31, 2024:

(volumes in thousands of m 3 , except as noted)

Age Class Acres (000’s) Pulpwood (d) Sawtimber (d) Total (d)

0 to 4 years (a) 65 — — —

5 to 9 years 41 — — —

10 to 14 years 40 — — —

15 to 19 years 40 — — —

20 to 24 years 52 1,807 7,372 9,179

25 to 29 years 18 699 3,618 4,317

30 + years 2 135 485 620

Total Radiata Pine 258 2,641 11,475 14,116

Other (b) 29 889 1,175 2,064

Forested Acres and Merchantable Timber Inventory 287 3,530 12,650 16,180

Conversion factor for m 3 to SGT

Total Merchantable Timber (thousands of SGT) 18,078

Non-Productive Acres (c) 125

Gross Acres 412

(a) 0 to 4 years includes clearcut acres not yet replanted.

(b) Includes primarily Douglas-fir age 30 and over.

(d) Includes timber located in environmentally sensitive areas.

CARBON CREDITS

The New Zealand subsidiary participates in the New Zealand Emissions Trading Scheme (“ETS”), which was designed to reduce emissions in New Zealand.

The ETS helps to reduce emissions by requiring businesses to measure and report on their greenhouse gas emissions and surrender one emissions unit (“NZU” or “carbon credit”) to the government for each metric tonne of emissions.

The New Zealand Government sets and reduces the number of units supplied into the scheme over time, which will limit the overall quantity of emissions to meet New Zealand’s emissions reduction targets.

Businesses who participate in the New Zealand ETS can buy and sell units from each other, with pricing driven by supply and demand in the scheme.

As of December 31, 2024, the New Zealand subsidiary held 1,602,149 NZUs with respect to timberlands designated as post-1989 forests.

These units were received for net carbon sequestered between 2008 and 2022 and from subsequent units acquired during 2019 and 2021.

As of December 31, 2024, the New Zealand subsidiary has no surrender obligation.

See Note 23 — Other Assets for information about our cost basis in carbon credits.

See Note 3 — Revenue for information about the sale of carbon units.

All of our U.S.

and New Zealand land sales, including HBU and non-HBU, are reported in our Real Estate segment.

We report our Real Estate sales in six categories:

(b) Includes non-commercial forests with limited productivity.

(c) Includes significant portions of riparian management zones, legally restricted forests, and environmentally sensitive areas.

(d) Includes roads, rights of way, and all other non-forested areas.

(e) Includes a minor component of hardwood in red alder and other species.

All of our land sales, including HBU and non-HBU, are reported within the Real Estate segment in the following six categories:

• Improved Development:

Properties sold for development where we, through a taxable REIT subsidiary, have invested in site improvements such as infrastructure, roadways, utilities, amenities and/or other improvements designed to enhance marketability and create parcels, pads and/or lots for sale.

• Unimproved Development:

Properties sold for development for which we have not invested in site improvements.

Real estate sales (excluding development) that command a demonstrable premium above timberland value.

• Timberland & Non-Strategic:

• Large Dispositions, and

• Conservation Easements

The Improved Development category comprises properties sold for development for which we, through a taxable REIT subsidiary, have invested in site improvements such as infrastructure, roadways, utilities, amenities and/or other improvements designed to enhance marketability and create parcels, pads and/or lots for sale.

The Unimproved Development category comprises properties sold for development for which we have not invested in site improvements.

The Rural category comprises real estate sales (excluding development sales) representing a demonstrable premium above timberland value.

The Timberland & Non-Strategic category includes U.S.

and New Zealand real estate sales representing little to no premium to timberland value and generally comprising less productive assets that are deemed non-core to our operations.

Timberland & Non-strategic sales are effectuated in the ordinary course of business to improve our portfolio or in response to unsolicited offers.

The Large Dispositions category includes sales of productive timberland assets that exceed $20 million in size and do not reflect a demonstrable premium relative to timberland value.

Proceeds from Large Dispositions are generally used to fund capital allocation priorities, such as share repurchases, debt repayment or acquisitions.

Sales designated as Large Dispositions are excluded from cash flow from operations and the calculation of Adjusted EBITDA and Cash Available for Distribution (“CAD”).

Sales of less productive, non-core assets with little to no premium over timberland value, typically executed to optimize the portfolio or in response to unsolicited offers.

• Large Dispositions:

Sales of productive timberland assets that exceed $20 million in size and do not reflect a demonstrable premium relative to timberland value.

Proceeds are generally used to fund capital allocation priorities, such as share repurchases, debt repayment or acquisitions.

Large Dispositions are excluded from cash flow from operations and the calculation of Adjusted EBITDA and Cash Available for Distribution (“CAD”).

See Item 7 — Performance and Liquidity Indicators for the definition of Adjusted EBITDA and CAD.

We maintain a detailed land classification analysis for all of our timberland and HBU acres.

The vast majority of our HBU properties are managed as timberland and generate cash flow from timber operations prior to their sale or, in the case of Improved Development properties, prior to improvement.

Conservation Easements are the sale of development rights, which preclude future development on the underlying land but reserve our rights to continue to grow and harvest timber.

Our Trading segment primarily reflects log trading activities in New Zealand conducted by our New Zealand subsidiary.

Our Trading segment complements the New Zealand Timber segment by providing added market intelligence, increasing the scale of export operations and achieving cost savings that directly benefit the New Zealand Timber segment.

Our New Zealand subsidiary conducts export sales through a joint venture, which arranges sales shipping and export documentation services for an agency fee.

The New Zealand subsidiary, in turn, provides support services on a cost recovery basis to the joint venture.

Through the use of the joint venture, we are able to increase scale efficiencies, market presence and cost savings in both the Timber and Trading segments.

In addition to our direct export business, we also engage in log trading activities, which generally involve the procurement of third-party logs in order to gain scale efficiencies in our export operations.

For procured logs, the New Zealand subsidiary buys logs directly from other forest owners at New Zealand ports and exports them through an agency agreement with the export service joint venture.

Income from this business is generated by achieving a sales margin over the purchase price of the procured logs.

Revenue generated from procured log sales reflects the full sales price of the logs and is recorded as timber sales within the Trading segment.

The New Zealand subsidiary, through the Trading segment, also purchases standing timber from time to time, whereby it manages the harvest and sale of the logs for approximately one to three years.

In these instances, the cost of standing timber is capitalized as an asset on the Consolidated Balance Sheets and recognized as non-depletion cost of sales when sold.

In 2024, New Zealand trading volume was approximately 201,000 tons.

Of this volume, approximately 134,000 tons were purchased directly from third parties in New Zealand and the remaining 67,000 tons were harvested from stumpage purchases and managed harvest arrangements.

Approximately 65% of third-party purchases in New Zealand were purchased at spot prices, with the New Zealand subsidiary thereby assuming some price risk on subsequent resale.

The remaining 35% were purchased on a fixed margin basis, with the New Zealand subsidiary earning either a fixed percentage of the net export revenue or a spread on the resale price irrespective of subsequent price fluctuations.

The New Zealand subsidiary generally seeks to mitigate its risk of loss on procured logs by securing export orders prior to or concurrent with its spot purchases of logs.

FOREIGN SALES AND OPERATIONS

Sales from non-U.S.

operations occur in our New Zealand Timber, Trading and Real Estate segments and comprised approximately 22% of consolidated 2024 sales.

See Note 2 — Segment and Geographical Information for additional information.

Timber markets in our Southern and Pacific Northwest regions are relatively fragmented with price being the principal method of competition.

In New Zealand, there are five other major private timberland owners accounting for approximately 35% of New Zealand planted forests.

• Conservation Easements:

The sale of development rights that preclude future development while reserving our rights to continue to grow and harvest timber.

OPERATIONAL OVERVIEW

We maintain a detailed land classification for all of our timberland and HBU acres.

The vast majority of our HBU properties are managed as timberland and generate cash flow from timber operations prior to their sale or improvement.

The Real Estate segment also includes residential and commercial lease activity, primarily in Port Gamble, Washington.

Timber markets in our Southern and Pacific Northwest regions are relatively fragmented with price serving as the principal method of competition.

We compete with numerous large and small privately held timber companies, as well as several publicly traded firms.

The following table provides an overview of certain major competitors in each of our Timber segments:

Segment Competitors

Southern Timber (a) Weyerhaeuser Company

Southern Timber Weyerhaeuser Company

Resource Management Service

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Forest Investment Associates

PotlatchDeltic

PotlatchDeltic (a)

Timberland Investment Resources

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The Westervelt Company, Inc.

Pacific Northwest Timber (a) Weyerhaeuser Company

Green Diamond Resource Company

Pacific Northwest Timber Weyerhaeuser Company

Green Diamond Resource Company

State of Washington Department of Natural Resources

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Port Blakely Tree Farms

New Zealand (b) Manulife Investment Management Timberland and Agriculture Inc.

Kaingaroa Timberlands

OneFortyOne Plantations

(a) In addition to the competitors listed, we also compete with numerous other large and small privately held timber companies.

(b) The New Zealand subsidiary competes with these and other smaller New Zealand timber companies for supply into New Zealand domestic and export markets, predominantly China, South Korea and India.

Logs supplied into Asian markets also compete with export supply from other regions, including Europe and North America.

(a) As of December 31, 2025, PotlatchDeltic was a competitor in our Southern Timber segment.

However, following our merger on January 30, 2026, PotlatchDeltic is now part of our consolidated operations and no longer considered a competitor.

We are currently evaluating the impact of this transaction on our competitive environment and will provide updated disclosure in future filings.

In our Real Estate business, we compete with other owners of entitled and unentitled properties.

Each property has unique attributes, but overall quantity of supply and price for residential, commercial, industrial and rural properties in the geographic areas in which we operate are the most significant competitive drivers.

Our log trading operations are primarily based out of New Zealand and performed by our New Zealand subsidiary.

The New Zealand market remains very competitive with around 10 entities competing for export log supply at different ports across the country.

In 2024, we closed on four Large Disposition transactions for a total of $495.0 million, representing approximately 39% of consolidated sales.

Individually, each large disposition represents 10% or more of consolidated sales.

There were no other individual customers (or group of customers under common control) who represented 10% or more of consolidated sales.

While each property has unique attributes, the primary competitive drivers are price and the overall supply of residential, commercial, industrial and rural properties in our geographic markets.

In 2025, we closed on a 21,601-acre transaction to a conservation-oriented buyer for $53.5 million, representing approximately 11% of consolidated sales.

No other individual customers (or group of customers under common control) accounted for 10% or more of consolidated sales.

See Note 4 — Revenue for additional information.

Across all our segments, results are normally not impacted significantly by seasonal changes.

However, significant wet weather in areas of our Southern Timber operations can hinder access for harvesting, thereby temporarily reducing supply in the affected areas and generally strengthening prices.

Conversely, extended dry weather in an area tends to suppress prices as timber is more accessible for harvesting.

While our results are generally not significantly impacted by seasonality, severe or prolonged wet weather in the U.S.

South can hinder harvesting access, temporarily reducing supply and strengthening local prices.

Conversely, extended dry weather increases accessibility, which may lead to higher supply and suppressed prices.

GOVERNMENTAL REGULATION AND ENVIRONMENTAL MATTERS

We are subject to federal, state and local laws and regulations in the United States and New Zealand that could affect our business, including those promulgated under the Foreign Corrupt Practices Act, Occupational Safety and Health Act, Clean Water Act, Endangered Species Act, Washington Forest Practices Act, New Zealand Resource Management Act, New Zealand Health and Safety At Work Act and various other environmental and safety laws and regulations.

We are subject to various federal, state and local laws and regulations in the United States that could affect our business, including those promulgated under the Foreign Corrupt Practices Act, Occupational Safety and Health Act, Clean Water Act, Endangered Species Act, Washington Forest Practices Act and various other environmental and safety laws and regulations.

Our operations also are subject to various international trade agreements, tariffs, taxes and regulations.

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An integrated cleanup and habitat restoration project incorporating activities required by the mill site cleanup and NRD consent decrees was initiated in June 2024.

Site work is expected to be substantially complete in 2025, with in-water vegetation transplanting and monitoring efforts continuing for ten years.

Site work related to the mill site cleanup and upland/intertidal components of the NRD projects was completed in 2025;

with in-water removal of spot dredge material to be completed within the next year.

In-water vegetation transplanting and monitoring efforts will continue for ten years.

For additional information see Item 1A — Risk Factors .

RESEARCH AND DEVELOPMENT

Research and development is an integral component of Rayonier's forestry program.

We conduct research in a wide variety of topics in order to increase the productivity and sustainability of our forests.

Topics include genetics and tree improvement, soils and site productivity, seedling production, site-specific silviculture, biometrics and growth and yield, environmental sustainability (including protection of water, biodiversity, and species of conservation concern) and carbon and climate impact.

Our research and development is conducted by an internal team of scientists that frequently work in cooperation with university partners and governmental agencies.

Research and development is integral to our forestry program, driving the long-term productivity and sustainability of our timberlands.

We conduct research across a wide range of disciplines, including genetics and tree improvement, soils and site productivity, seedling production, site-specific silviculture and biometrics.

Our program also focuses on environmental sustainability—specifically the protection of water, biodiversity, and species of conservation concern—as well as carbon and climate impact.

This work is led by an internal team of scientists who frequently collaborate with university partners and governmental agencies to enhance our forest management practices.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

T he executive officers as of February 21, 2025, are as follows:

T he following information reflects our executive officers as of February 23, 2026, following the completion of the merger with PotlatchDeltic:

McHugh, 50, Mr.

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Prior to this, he served as Senior Vice President and Chief Financial Officer since joining Rayonier in December 2014.

McHugh has over 20 years of experience in finance and capital markets, focused primarily on the forest products and REIT sectors.

McHugh has more than 25 years of experience in finance, capital markets, and corporate leadership, focused primarily on the forest products and REIT sectors.

He joined Rayonier from Raymond James, where he served as Managing Director in the firm’s Real Estate Investment Banking group, responsible for the firm’s timberland and agriculture sector coverage.

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in Finance from the University of Central Florida and a JD from Harvard Law School.

Long, 54, Mr.

Long was appointed Executive Vice President and Chief Resource Officer in January 2023, having previously served as Senior Vice President, Forest Resources since December 2015.

Long oversees Rayonier’s global forestry operations, as well as emerging business opportunities associated with land-based solutions.

He joined Rayonier in 1995 as a GIS Forestry Analyst and held multiple positions of increasing responsibility within the forestry division prior to his most recent roles, including Vice President, U.S.

Operations from November 2014 to December 2015 and Director, Atlantic Region, U.S.

Forest Resources from March 2014 to November 2014.

Long holds bachelor’s and master’s degrees in Forest Resources and Conservation from the University of Florida.

Tice, 51, Ms.

Tice was appointed Senior Vice President and Chief Financial Officer in April 2024, having previously served as Vice President and Chief Accounting Officer since 2021.

In her current position, she acts as the Company’s principal financial and accounting officer.

Prior to this, she served as Vice President, Financial Services and Corporate Controller.

She joined Rayonier in 2010 as Manager, General Ledger, and has held multiple positions of increasing responsibility within the finance and accounting departments.

Prior to joining Rayonier, Ms.

Tice held various accounting positions with Deloitte & Touche, the State of Florida, and two private companies located in Florida.

Tice holds a Bachelor of Fine Arts from Florida State University and a Master of Accountancy with a tax concentration from the University of North Florida.

Tice is a Certified Public Accountant in the State of Florida.

Eric Cremers, 62, Mr.

Cremers was appointed Executive Chairman following the merger of Rayonier and PotlatchDeltic.

Cremers previously served as President and Chief Executive Officer of PotlatchDeltic from January 2021 and served as a director on the PotlatchDeltic Board since March 2013 until January 30, 2026.

He also served as President and Chief Operating Officer of PotlatchDeltic from March 2013 through December 2020, and as Executive Vice President and Chief Financial Officer of PotlatchDeltic from February 2012 to March 2013.

Prior to joining PotlatchDeltic, Mr.

Cremers worked for Albertsons, where he served as Senior Vice President, Corporate Strategy and Business Development.

He also worked in investment banking for Piper Jaffray and for the Pillsbury Company.

Cremers holds a Bachelor of Science degree in mechanical engineering from the University of Kentucky and a Master’s degree in Business Administration from the Harvard Business School.

Wayne Wasechek, 55, Mr.

Wasechek was appointed Executive Vice President and Chief Financial Officer following the merger of Rayonier and PotlatchDeltic.

He oversees the company’s finance organization, including financial planning & analysis, accounting and reporting, treasury, tax, internal audit, investor relations and information technology.

In this role he focuses on disciplined capital allocation, balance sheet strength, and transparent communication with stakeholders.

Prior to the merger, he served as Vice President and Chief Financial Officer of PotlatchDeltic beginning in August 2023, after holding the role of Interim Vice President, Chief Financial Officer, and Chief Accounting Officer from April 2023 to August 2023.

From November 2018 to April 2023, he was

PotlatchDeltic’s Controller and Principal Accounting Officer, leading both accounting and treasury functions.

Earlier in his career, Mr.

Wasechek held several finance leadership roles at Vail Resorts, Inc.

MTN), including Vice President and Assistant Controller from 2011 to 2018 and Senior Director of Financial Reporting from 2006 to 2011.

He began his career with PricewaterhouseCoopers, where he served as a senior manager.

Wasechek holds a Bachelor of Science in Business Administration with an emphasis in Accounting from the University of Colorado and is a Certified Public Accountant in Colorado.

Rhett Rogers, 49, Mr.

Rogers was appointed Executive Vice President, Land Resources following the merger of Rayonier and PotlatchDeltic.

In this role, he leads the company’s timberland Operations, rural real estate, land services, and portfolio management functions.

Prior to this appointment, he served as Senior Vice President, Portfolio Management since March 2023, after serving as Vice President, Portfolio Management since February 2017.

He joined Rayonier in 2001 and has served in a variety of roles with increasing responsibility, including roles in timberland operations, land sales and portfolio management.

Rogers holds a Bachelor of Science in Forestry from Louisiana Tech University, and both an MBA and MS in Forest Resources from Mississippi State University.

Ashlee Townsend Cribb, 57, Ms.

Cribb was appointed Executive Vice President, Wood Products following the merger of Rayonier and PotlatchDeltic.

In this role, she leads the wood products operations and guides strategy across safety, operational performance, capital execution, sales and long term growth.

Previously at PotlatchDeltic, Ms.

Cribb served as Vice President of the Wood Products division since July 2021.

Prior to joining PotlatchDeltic, Ms.

Cribb was Senior Vice President and Chief Commercial Officer at Roseburg Forest Products, where she oversaw sales, marketing, product development, and logistics for the composites, structural, and engineered wood businesses.

Prior to Roseburg, she spent eight years at Georgia Pacific in a range of manufacturing and commercial leadership positions, including Vice President of Industrial Packaging and Business Manager of Wood Adhesives.

Cribb holds a Bachelor of Chemical Engineering from the Georgia Institute of Technology and an MBA from Washington University in St.

Bridwell, 63, Mr.

Bridwell was appointed Executive Vice President, General Counsel and Corporate Secretary following the merger of Rayonier and PotlatchDeltic.

Previously, he served as Senior Vice President, General Counsel and Corporate Secretary since March 2023.

He was previously promoted to Vice President and General Counsel in June 2014, and shortly thereafter, assumed the additional role of Corporate Secretary in March 2015.

Bridwell previously served as Assistant General Counsel for Land Resources from 2012 to June 2014 and Associate General Counsel for Timber and Real Estate from 2009 to 2012.

He joined Rayonier in 2006 as Associate General Counsel for Performance Fibers.

Prior to Rayonier, Mr.

Bridwell served as counsel for six years at Siemens Corporation.

Prior to Siemens Corporation, he was an attorney with the international law firms of Jones, Day, Reavis & Pogue and Seyfarth, Shaw, Fairweather & Geraldson for five years.

Bridwell holds a B.S.B.A.

in Finance from the University of Central Florida, and both an MBA and JD from Emory University.

Christopher T.

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Corr served as an elected member of the Florida House of Representatives.

Corr holds a Bachelor of Arts degree from the University of Florida and has completed programs with the Harvard Real Estate Institute and the Wharton School of Business at University of Pennsylvania.

Bridwell, 62, Mr.

Bridwell was appointed Senior Vice President, General Counsel and Corporate Secretary in March 2023.

He was previously promoted to Vice President and General Counsel in June 2014, and shortly thereafter, assumed the additional role of Corporate Secretary in March 2015.

Bridwell previously served as Assistant General Counsel for Land Resources from 2012 to June 2014 and Associate General Counsel for Timber and Real Estate from 2009 to 2012.

He joined Rayonier in 2006 as Associate General Counsel for Performance Fibers.

Prior to Rayonier, Mr.

Bridwell served as counsel for six years at Siemens Corporation.

Prior to Siemens Corporation, he was an attorney with the international law firms of Jones, Day, Reavis & Pogue and Seyfarth, Shaw, Fairweather & Geraldson for five years.

Bridwell holds a B.S.B.A.

in Finance from the University of Central Florida, and both an MBA and JD from Emory University.

Pyatt, 54, Ms.

Pyatt was appointed Senior Vice President, Human Resources and Information Technology in March 2023, having previously served as Vice President, Human Resources and Information Technology since October 2015.

Prior to this, she served as Vice President, Human Resources from July 2014 to October 2015, Director, Compensation, Benefits and Employee Services from 2009 to July 2014 and Director, Compensation and Employee Services from 2006 to 2009.

She joined Rayonier in 2003 as Manager, Compensation.

Corr holds a Bachelor of Arts degree from the University of Florida and has completed programs with the Harvard Real Estate Institute and the Wharton School of Business at the University of Pennsylvania.

Schwartz, 53, Mr.

Schwartz was appointed Senior Vice President and Chief Human Resources Officer following the merger of Rayonier and PotlatchDeltic.

In this role, Robert leads the company wide human resources strategy, including talent management, leadership development, organizational effectiveness, total rewards, and employee and labor relations.

Previously, Mr.

Schwartz served as Vice President of Human Resources of PotlatchDeltic beginning in 2014, after having the role of Director of Human Resources from 2009 to 2013.

During his tenure, he took on progressively broader responsibilities, leading a variety of HR efforts in support of the company’s growth strategies.

Before joining PotlatchDeltic, he served as a human resources business partner for Chevron, a human resources manager for UNOCAL, a regional human resources manager for RR Donnelly, and a human resources generalist for Toshiba.

Schwartz holds a Bachelor’s degree in Psychology from Texas A&M and a Masters degree in Industrial Organizational Psychology from the University of Houston-Clear Lake.

Tice, 52, Ms.

Tice was appointed Senior Vice President and Chief Accounting Officer following the merger of Rayonier and PotlatchDeltic.

In her current position, she acts as the Company’s principal accounting officer.

Previously, April had served as Senior Vice President and Chief Financial Officer since April 2024, having previously served as Vice President and Chief Accounting Officer since 2021.

Prior to this, she served as Vice President, Financial Services and Corporate Controller.

She joined Rayonier in 2010 as Manager, General Ledger, and has held multiple positions of increasing responsibility within the finance and accounting departments.

Prior to joining Rayonier, Ms.

Pyatt held human resources positions with CSX Corporation and Barnett Bank.

Pyatt holds a bachelor’s degree in Business Management.

Rhett Rogers, 48, Mr.

Rogers was appointed Senior Vice President, Portfolio Management in March 2023 having previously served as Vice President, Portfolio Management since February 2017.

Rogers oversees the Company’s land acquisition and disposition activities, rural and HBU land sales, and land information services function.

He joined Rayonier in 2001 as a District Technical Forester, and has held multiple positions of increasing responsibility within the Company.

Rogers holds a Bachelor of Science in Forestry from Louisiana Tech University, and both an MBA and MS in Forest Resources from Mississippi State University.

Tice held various accounting positions with Deloitte & Touche, the State of Florida, and two private companies located in Florida.

She also holds a Bachelor of Fine Arts from Florida State University and a Master of Accountancy with a tax concentration from the University of North Florida.

Tice is a Certified Public Accountant in the State of Florida and has completed the Wharton Advanced Finance Program at the University of Pennsylvania.

HUMAN CAPITAL

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This approach ensures team members feel valued, engaged and capable of making a meaningful impact.

Every two years we conduct a formal company-wide anonymous employee survey to gather feedback for management.

Results are benchmarked against our third-party provider’s global database, shared transparently, and reviewed with our Board of Directors to inform the setting of non-financial goals for management.

We periodically conduct formal, anonymous employee surveys to gather feedback for management.

Following our merger with PotlatchDeltic, we intend to conduct a comprehensive survey of the combined organization to establish a new cultural baseline and inform future management goals.

Employee recruitment, retention and development are essential to our success.

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However, for our contracted workforce, activities associated with tree felling, extraction of logs and log transportation are the most critical risk areas.

In New Zealand, workplace safety is regulated by the Health and Safety at Work Act 2015.

Our safety management program includes both contractors and employees pursuant to local laws.

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Rayonier is committed to promoting an inclusive workforce as we believe this plays an integral role in maintaining an engaging employee experience.

As of December 31, 2024, excluding the impact of our workforce optimization initiative, we had 424 employees, 332 in the U.S.

and 92 in New Zealand.

As of December 31, 2025, we had 285 employees.

Following our merger with PotlatchDeltic on January 30, 2026, we are currently assessing the impact on our total workforce size, composition, and structure.

The full demographic effects of the merger have not yet been determined, and we will provide updated disclosures in future filings.

The following charts provide a breakdown of Rayonier’s demographics as of December 31, 2025:

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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-K

Item 1. Business