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Item 8. Financial Statements and Supplementary Data

2026-02-23 compared with 2025-02-21 · 967 added, 963 removed, 1550 unchanged (55% of the section changed)

2 unchanged sentences

Management’s Report on Internal Control over Financial Reporting

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Reports of Independent Registered Public Accounting Firm (PCAOB ID:

Rayonier Inc.:

10 unchanged sentences

Note 1 - Summary of Significant Accounting Policies

Note 2 - Discontinued Operations

Note 3 - Segment and Geographical Information

18 unchanged sentences

Note 22 - Restricted Cash

Note 22 - Assets Held for Sale

Note 23 - Assets Held for Sale (Excluding Discontinued Operations)

Note 24 - Other Assets

Note 24 - Accumulated Other Comprehensive (Loss) Income

Note 25 - Related Party

Note 25 - Accumulated Other Comprehensive Income (Loss)

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

16 unchanged sentences

February 23, 2026

/s/ WAYNE WASECHEK

Wayne Wasechek

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

February 23, 2026

/s/ APRIL TICE

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

Senior Vice President and Chief Accounting Officer

(Principal Accounting Officer)

February 23, 2026

17 unchanged sentences

February 23, 2026

/s/ WAYNE WASECHEK

Wayne Wasechek

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

February 23, 2026

/s/ APRIL TICE

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

Senior Vice President and Chief Accounting Officer

(Principal Accounting Officer)

February 23, 2026

51 unchanged sentences

Description of the Matter

For the year ended December 31, 2024, the Company recognized $290 million in depletion expense and the Timber and Timberlands balance, net of depletion and amortization, was $2,724 million at December 31, 2024.

For the year ended December 31, 2025, the Company recognized $102 million in depletion expense from continuing operations and the Timber and Timberlands balance, net of depletion and amortization, was $2,299 million at December 31, 2025.

As described in Note 1 to the financial statements, the Company establishes an annual depletion rate for each particular region.

41 unchanged sentences

Description of the Matter

For the year ended December 31, 2024, the Operating Partnership recognized $290 million in depletion expense and the Timber and Timberlands balance, net of depletion and amortization, was $2,724 million at December 31, 2024.

For the year ended December 31, 2025, the Operating Partnership recognized $102 million in depletion expense from continuing operations and the Timber and Timberlands balance, net of depletion and amortization, was $2,299 million at December 31, 2025.

As described in Note 1 to the financial statements, the Operating Partnership establishes an annual depletion rate for each particular region.

17 unchanged sentences

For the Years Ended December 31,

(Thousands of dollars, except per share data)

(Dollars in thousands, except per share data)

2025 2024 2023

9 unchanged sentences

Interest expense, net ( 26,351 ) ( 33,756 ) ( 45,144 )

Interest and other miscellaneous income, net 10,483 20,675 2,565

INCOME BEFORE INCOME TAXES

376,033 183,617 132,180

Income tax expense (Note 20)

Interest income 24,294 8,212 1,777

Other miscellaneous (expense) income, net ( 6,685 ) 1,275 18,278

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 74,594 339,838 159,607

Income tax (expense) benefit ( Note 21 )

( 527 ) 1,022 ( 293 )

INCOME FROM CONTINUING OPERATIONS 74,067 340,860 159,314

DISCONTINUED OPERATIONS, NET ( NOTE 2 )

Income from operations of discontinued operations, net of tax 1,883 28,123 19,181

Gain on sale of discontinued operations 404,463 — —

INCOME FROM DISCONTINUED OPERATIONS 406,346 28,123 19,181

NET INCOME 480,413 368,983 178,495

Net income attributable to noncontrolling interests in the Operating Partnership ( 6,225 ) ( 4,834 ) ( 2,905 )

Net income attributable to noncontrolling interests in consolidated affiliates ( 5,002 ) ( 2,097 ) ( 13,321 )

Net loss (income) attributable to noncontrolling interests in consolidated affiliates 192 ( 5,002 ) ( 2,097 )

NET INCOME ATTRIBUTABLE TO RAYONIER INC.

474,380 359,147 173,493

OTHER COMPREHENSIVE INCOME (LOSS)

Foreign currency translation adjustment, net of income tax effect of $ 0 , $ 0 and $ 0

( 33,100 ) ( 1,516 ) ( 23,093 )

OTHER COMPREHENSIVE INCOME (LOSS), RELATING TO CONTINUING OPERATIONS

Cash flow hedges, net of income tax effect of $ 0 , $ 0 and $ 0

1 unchanged sentence

Pension and postretirement benefit plans, net of income tax effect of $ 0 , $ 1,222 and $ 0

OTHER COMPREHENSIVE INCOME (LOSS), RELATING TO DISCONTINUED OPERATIONS

Foreign currency translation adjustment, net of income tax effect of $ 0 , $ 0 and $ 0

20,475 ( 33,100 ) ( 1,516 )

Total other comprehensive (loss) income ( 39,610 ) ( 10,880 ) 54,573

Cash flow hedges, net of income tax effect of $ 3,531 , $ 3,790 and $ 2,368

9,080 ( 9,746 ) 6,090

Deconsolidation of discontinued operations, net of income tax effect of $ 0 , $ 0 and $ 0

Total other comprehensive income (loss) 37,020 ( 39,610 ) ( 10,880 )

COMPREHENSIVE INCOME 517,433 329,373 167,615

5 unchanged sentences

BASIC EARNINGS PER SHARE ATTRIBUTABLE TO RAYONIER INC.

$ 2.41 $ 1.17 $ 0.73

Continuing Operations $ 0.47 $ 2.26 $ 1.06

Discontinued Operations $ 2.59 $ 0.16 $ 0.11

Net Income $ 3.07 $ 2.41 $ 1.17

DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO RAYONIER INC.

$ 2.39 $ 1.17 $ 0.73

Continuing Operations $ 0.47 $ 2.24 $ 1.05

Discontinued Operations $ 2.56 $ 0.16 $ 0.11

Net Income $ 3.03 $ 2.39 $ 1.17

See Notes to Consolidated Financial Statements.

3 unchanged sentences

As of December 31,

(Thousands of dollars, except share data)

(Dollars in thousands, except share data)

CURRENT ASSETS

2 unchanged sentences

Trade receivables, less allowance for doubtful accounts of $ 209 and $ 401

26,969 28,652

Other receivables 7,171 13,267

Inventory ( Note 16 )

32,341 31,017

Prepaid logging roads 6,662 6,465

Prepaid expenses 3,211 3,101

Assets held for sale (Note 22)

Assets held for sale (excluding discontinued operations) ( Note 23 )

Other current assets 2,403 53

Current assets of discontinued operations ( Note 2 )

Total current assets 883,755 436,893

16 unchanged sentences

60,015 78,276

NON-CURRENT ASSETS OF DISCONTINUED OPERATIONS ( NOTE 2 )

TOTAL ASSETS $ 3,404,653 $ 3,474,419

6 unchanged sentences

Accrued interest 4,517 5,228

Pension and other postretirement benefits ( Note 18 )

Dividend and distribution payable — 271,815

1 unchanged sentence

Other current liabilities 13,937 9,359

Current liabilities of discontinued operations ( Note 2 )

Total current liabilities 271,281 388,710

1 unchanged sentence

845,335 1,044,410

PENSION AND OTHER POSTRETIREMENT BENEFITS, NON-CURRENT (NOTE 18)

LONG-TERM LEASE LIABILITY ( NOTE 17 )

2 unchanged sentences

OTHER NON-CURRENT LIABILITIES 14,570 11,125

NON-CURRENT LIABILITIES OF DISCONTINUED OPERATIONS ( NOTE 2 )

COMMITMENTS AND CONTINGENCIES ( NOTES 11 and 12 )

5 unchanged sentences

Retained earnings 280,873 257,254

Accumulated other comprehensive (loss) income (Note 24)

Accumulated other comprehensive income (loss) ( Note 25 )

24,486 ( 10,429 )

2 unchanged sentences

Noncontrolling interests in consolidated affiliates ( Note 6 )

11,221 17,066

TOTAL SHAREHOLDERS’ EQUITY 2,209,735 1,780,533

4 unchanged sentences

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Thousands of dollars, except share data)

(Dollars in thousands, except share data)

Common Shares Retained

Earnings Accumulated

Comprehensive

(Loss) Income Noncontrolling Interests in Consolidated Affiliates Shareholders’

Comprehensive Income (Loss) Noncontrolling Interests in Consolidated Affiliates Shareholders’

Shares Amount

Balance, December 31, 2022 147,282,631 $ 1,462,945 $ 366,637 $ 35,813 $ 15,317 $ 1,880,712

Net income — — 109,470 — 13,321 122,791

Income (loss) from continuing operations — — 159,361 — ( 47 ) 159,314

Income from discontinued operations — — 17,037 — 2,144 19,181

Net income attributable to noncontrolling interests in the Operating Partnership — — ( 2,905 ) — — ( 2,905 )

Dividends ($ 1.125 per share) (a)

— — ( 165,902 ) — — ( 165,902 )

Issuance of shares under the “at-the-market” equity offering, net of commissions and offering costs of $ 1.1 million

Dividends ($ 1.34 per share) (a)(b)

— — ( 199,465 ) — — ( 199,465 )

Issuance of shares under incentive stock plans 321,337 2,466 — — — 2,466

Issuance of common shares under the “at-the-market” equity offering, net of commissions and offering costs 400 ( 81 ) — — — ( 81 )

Issuance of common shares under incentive stock plans 380,080 75 — — — 75

Stock-based incentive compensation — 14,002 — — — 14,002

Repurchase of common shares ( 97,809 ) ( 4,225 ) — — — ( 4,225 )

Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 128,923 ) ( 4,217 ) — — — ( 4,217 )

Adjustment of noncontrolling interests in the Operating Partnership — — ( 2,421 ) — — ( 2,421 )

3 unchanged sentences

Cash flow hedges — — — ( 11,358 ) 1,401 ( 9,957 )

Allocation of other comprehensive income to noncontrolling interests in the Operating Partnership — — — ( 295 ) — ( 295 )

Allocation of other comprehensive loss to noncontrolling interests in the Operating Partnership — — — 1,069 — 1,069

Distributions to noncontrolling interests in consolidated affiliates — — — — ( 1,699 ) ( 1,699 )

Noncontrolling interests in consolidated affiliates redemption of shares — — — — ( 27,860 ) ( 27,860 )

Balance, December 31, 2023 148,299,117 $ 1,497,641 $ 338,244 $ 24,651 $ 17,066 $ 1,877,602

Net income — — 176,398 — 2,097 178,495

Income from continuing operations — — 340,350 — 510 340,860

Income from discontinued operations — — 23,631 — 4,492 28,123

Net income attributable to noncontrolling interests in the Operating Partnership — — ( 4,834 ) — — ( 4,834 )

1 unchanged sentence

— — ( 438,600 ) — — ( 438,600 )

Issuance of shares under the “at-the-market” equity offering, net of commissions and offering costs 400 ( 81 ) — — — ( 81 )

Issuance of shares under incentive stock plans 380,080 75 — — — 75

Issuance of common shares under incentive stock plans 399,929 — — — — —

Stock-based incentive compensation — 14,232 — — — 14,232

Repurchase of common shares ( 128,923 ) ( 4,217 ) — — — ( 4,217 )

Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 131,965 ) ( 4,179 ) — — — ( 4,179 )

Repurchase of common shares made under repurchase program ( 488,017 ) — ( 14,687 ) — — ( 14,687 )

Adjustment of noncontrolling interests in the Operating Partnership — — 13,150 — — 13,150

12 unchanged sentences

Earnings Accumulated

Comprehensive

(Loss) Income Noncontrolling Interests in Consolidated Affiliates Shareholders’

Comprehensive Income (Loss) Noncontrolling Interests in Consolidated Affiliates Shareholders’

Shares Amount

Balance, December 31, 2024 148,536,643 $ 1,522,487 $ 257,254 ($ 10,429 ) $ 11,221 $ 1,780,533

Net income — — 363,981 — 5,002 368,983

Income from continuing operations — — 74,067 — — 74,067

Income (loss) from discontinued operations — — 406,538 — ( 192 ) 406,346

Net income attributable to noncontrolling interests in the Operating Partnership — — ( 6,225 ) — — ( 6,225 )

Deconsolidation of discontinued operations — — — 29,068 ( 10,744 ) 18,324

Dividends ($ 2.49 per share) (a)(b)

— — ( 385,399 ) — — ( 385,399 )

Issuance of shares under incentive stock plans 399,929 — — — — —

Issuance of common shares from special dividends (c) 15,071,426 361,983 — — — 361,983

Issuance of common shares under incentive stock plans 348,412 — — — — —

Stock-based incentive compensation — 11,004 — — — 11,004

Repurchase of common shares ( 619,982 ) ( 4,179 ) ( 14,687 ) — — ( 18,866 )

Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 109,467 ) ( 2,898 ) — — — ( 2,898 )

Repurchase of common shares made under repurchase program ( 2,904,276 ) — ( 70,547 ) — — ( 70,547 )

Adjustment of noncontrolling interests in the Operating Partnership — — 5,185 — — 5,185

8 unchanged sentences

Consolidated Statements of Cash Flows and Note 6 — Noncontrolling Interests .

(b) The year ended December 31, 2024 includes an additional dividend of $ 1.80 per common share, consisting of a combination of cash and the Company’s common shares.

(b) The year ended December 31, 2025 includes an additional special dividend of $ 1.40 per common share, consisting of a combination of cash and the Company’s common shares.

The dividend was paid December 12, 2025 to shareholders of record on October 24, 2025.

The year ended December 31, 2024 includes an additional special dividend of $ 1.80 per common share, consisting of a combination of cash and the Company’s common shares.

The dividend was paid January 30, 2025 to shareholders of record on December 12, 2024.

The year ended December 31, 2023 includes an additional cash dividend of $ 0.20 per common share.

The year ended December 31, 2023 includes an additional special cash dividend of $ 0.20 per common share.

The dividend was paid January 12, 2024 to shareholders of record on December 29, 2023.

(c) Reflects the issuance of common shares related to the Company’s special dividends of $ 1.40 and $ 1.80 per common share.

See Notes to Consolidated Financial Statements.

3 unchanged sentences

For the Years Ended December 31 ,

(Thousands of dollars)

(Dollars in thousands)

2025 2024 2023

2 unchanged sentences

Adjustments to reconcile net income to cash provided by operating activities:

Depreciation, depletion and amortization 140,249 158,231 147,339

Non-cash cost of land and improved development 44,409 29,768 28,374

Depreciation, depletion and amortization from continuing operations 106,454 113,854 136,565

Depreciation, depletion and amortization from discontinued operations 9,081 26,395 21,666

Non-cash cost of land and improved development from continuing operations 43,714 41,368 29,768

Non-cash cost of land and improved development from discontinued operations — 3,041 —

Gain on sale of discontinued operations ( 404,463 ) — —

Stock-based incentive compensation expense 11,004 14,232 14,002

Deferred income taxes ( 2,351 ) 2,639 278

Asset impairment charge 7,048 — —

Pension settlement charge — 5,979 2,036

Amortization of losses from pension and postretirement plans 1 6 753

Amortization of (gains) losses from pension and postretirement plans ( 6 ) 1 6

Timber write-offs resulting from casualty events — — 2,302

8 unchanged sentences

INVESTING ACTIVITIES

Capital expenditures ( 79,780 ) ( 81,447 ) ( 74,811 )

Capital expenditures from continuing operations ( 50,049 ) ( 62,094 ) ( 64,784 )

Capital expenditures from discontinued operations ( 7,098 ) ( 17,686 ) ( 16,663 )

Real estate development investments ( 22,440 ) ( 25,818 ) ( 23,078 )

Purchase of timberlands ( 22,753 ) ( 14,062 ) ( 458,530 )

Net proceeds on sale of discontinued operations (a) 688,300 — —

Net proceeds on sale of property, plant and equipment 4,473 13 37

Net proceeds from large disposition of timberlands — 484,787 239,898

Purchase of timberlands — ( 22,753 ) ( 14,062 )

Other 1,868 ( 2,436 ) 2,739

CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES 354,013 124,087 ( 516,363 )

CASH PROVIDED BY INVESTING ACTIVITIES 615,054 354,013 124,087

FINANCING ACTIVITIES

Issuance of debt — — 656,842

Repayment of debt ( 250,000 ) ( 150,000 ) ( 531,842 )

Dividends paid on common shares (a) ( 200,566 ) ( 169,990 ) ( 165,707 )

Distributions to noncontrolling interests in the Operating Partnership (b) ( 2,808 ) ( 2,962 ) ( 3,668 )

Dividends paid on common shares (b) ( 292,055 ) ( 200,566 ) ( 169,990 )

Distributions to noncontrolling interests in the Operating Partnership (c) ( 3,505 ) ( 2,808 ) ( 2,962 )

Proceeds from the issuance of common shares under incentive stock plan — — 75

2 unchanged sentences

Repurchase of common shares made under repurchase program ( 70,547 ) ( 14,687 ) —

Debt issuance costs — — ( 740 )

Distributions to noncontrolling interests in consolidated affiliates ( 3,082 ) ( 7,120 ) ( 1,699 )

Debt issuance costs ( 779 ) — —

Repayment of debt — ( 250,000 ) ( 150,000 )

CASH USED FOR FINANCING ACTIVITIES ( 372,866 ) ( 479,360 ) ( 328,874 )

2 unchanged sentences

Change in cash, cash equivalents and restricted cash 500,239 134,826 92,967

Balance, beginning of year 208,374 115,407 369,139

Balance, end of year $ 343,200 $ 208,374 $ 115,407

(a) The year ended December 31, 2024 includes an additional cash dividend of $ 0.20 per common share, totaling $ 29.8 million.

The additional dividend was paid January 12, 2024, to shareholders of record on December 29, 2023.

(b) The year ended December 31, 2024 includes an additional cash distribution of $ 0.20 per Redeemable Operating Partnership Unit, totaling $ 0.5 million.

The additional distribution was paid January 12, 2024, to holders of record on December 29, 2023.

See Notes to Consolidated Financial Statements.

Balance from continuing operations, beginning of year 323,107 180,362 104,825

Balance from discontinued operations, beginning of year 20,093 28,012 10,582

Total Balance, beginning of year $ 343,200 $ 208,374 $ 115,407

Balance from continuing operations, end of year 843,439 323,107 180,362

Balance from discontinued operations, end of year — 20,093 28,012

Total Balance, end of year $ 843,439 $ 343,200 $ 208,374

(a) The year ended December 31, 2025 includes proceeds from the disposition of our New Zealand joint venture, net of closing adjustments, transaction costs, and $ 11.1 million of deconsolidated cash.

RAYONIER INC.

3 unchanged sentences

(Thousands of dollars)

(b) The year ended December 31, 2025 includes an additional dividend of $ 1.40 per common share, consisting of a combination of cash and the Company’s common shares.

The cash portion of $ 54.6 million was paid on December 12, 2025, to shareholders of record on October 24, 2025.

The year ended December 31, 2025 also includes an additional dividend of $ 1.80 per common share, consisting of a combination of cash and the Company’s common shares.

The cash portion of $ 67.8 million was paid on January 30, 2025, to shareholders of record on December 12, 2024.

The year ended December 31, 2024 includes an additional cash dividend of $ 0.20 per common share, totaling $ 29.8 million.

The additional dividend was paid on January 12, 2024, to shareholders of record on December 29, 2023.

(c) The year ended December 31, 2025 includes an additional distribution of $ 1.40 per Redeemable Operating Partnership Unit, consisting of a combination of cash and the Company’s Redeemable Operating Partnership Units.

The cash portion of $ 0.6 million was paid on December 12, 2025, to holders of record on October 24, 2025.

The year ended December 31, 2025 also includes an additional distribution of $ 1.80 per Redeemable Operating Partnership Unit, consisting of a combination of cash and the Company’s Redeemable Operating Partnership Units.

The cash portion of $ 0.9 million was paid on January 30, 2025, to holders of record on December 12, 2024.

The year ended December 31, 2024 includes an additional cash distribution of $ 0.20 per Redeemable Operating Partnership Unit, totaling $ 0.5 million.

The additional distribution was paid on January 12, 2024, to holders of record on December 29, 2023.

2025 2024 2023

2 unchanged sentences

Interest (a) $ 24,810 $ 38,605 $ 48,742

Income taxes 5,877 4,816 15,127

Non-cash investing activity:

Income taxes (b) 4,054 5,877 4,816

Non-cash investing and financing activity:

Capital assets purchased on account $ 5,436 $ 7,657 $ 7,490

Non-cash financing activity:

Noncontrolling interests in consolidated affiliates redemption of shares (b) — — $ 27,860

Issuance of common shares from special dividends 361,983 — —

Issuance of Redeemable Operating Partnership Units from special distributions 4,366 — —

(a) Interest paid is presented net of patronage payments received of $ 7.9 million , $ 8.3 million and $ 6.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.

For additional information on patronage payments, see Note 8 — Debt .

(b) The New Zealand subsidiary made a capital distribution in order to redeem certain equity interests, resulting in the recording of a loan payable by the New Zealand subsidiary in the amount of $ 27.9 million for the year ended December 31, 2022.

See Note 5 — Noncontrolling Interests and Note 7 — Debt for further information.

Interest paid for the years ended December 31, 2025, 2024 and 2023 includes $ 1.5 million, $ 3.4 million and $ 3.2 million, respectively, from discontinued operations.

(b) Income taxes paid for the years ended December 31, 2025, 2024 and 2023 includes $ 3.8 million, $ 5.6 million, and $ 4.6 million, respectively, from discontinued operations.

See Notes to Consolidated Financial Statements.

3 unchanged sentences

For the Years Ended December 31,

(Thousands of dollars, except per unit data)

(Dollars in thousands, except per unit data)

2025 2024 2023

9 unchanged sentences

Interest expense, net ( 26,351 ) ( 33,756 ) ( 45,144 )

Interest and other miscellaneous income, net 10,483 20,675 2,565

INCOME BEFORE INCOME TAXES

376,033 183,617 132,180

Income tax expense (Note 20)

Interest income 24,294 8,212 1,777

Other miscellaneous (expense) income, net ( 6,685 ) 1,275 18,278

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 74,594 339,838 159,607

Income tax (expense) benefit ( Note 21 )

( 527 ) 1,022 ( 293 )

INCOME FROM CONTINUING OPERATIONS 74,067 340,860 159,314

DISCONTINUED OPERATIONS, NET ( NOTE 2 )

Income from operations of discontinued operations, net of tax 1,883 28,123 19,181

Gain on sale of discontinued operations 404,463 — —

INCOME FROM DISCONTINUED OPERATIONS 406,346 28,123 19,181

NET INCOME 480,413 368,983 178,495

Net income attributable to noncontrolling interests in consolidated affiliates ( 5,002 ) ( 2,097 ) ( 13,321 )

Net loss (income) attributable to noncontrolling interests in consolidated affiliates 192 ( 5,002 ) ( 2,097 )

NET INCOME ATTRIBUTABLE TO RAYONIER, L.P.

4 unchanged sentences

Net income attributable to unitholders 480,605 363,981 176,398

OTHER COMPREHENSIVE INCOME (LOSS)

Foreign currency translation adjustment, net of income tax effect of $ 0 , $ 0 and $ 0

( 33,100 ) ( 1,516 ) ( 23,093 )

OTHER COMPREHENSIVE INCOME (LOSS), RELATING TO CONTINUING OPERATIONS

Cash flow hedges, net of income tax effect of $ 0 , $ 0 and $ 0

1 unchanged sentence

Pension and postretirement benefit plans, net of income tax effect of $ 0 , $ 1,222 and $ 0

OTHER COMPREHENSIVE INCOME (LOSS), RELATING TO DISCONTINUED OPERATIONS

Foreign currency translation adjustment, net of income tax effect of $ 0 , $ 0 and $ 0

20,475 ( 33,100 ) ( 1,516 )

Total other comprehensive (loss) income ( 39,610 ) ( 10,880 ) 54,573

Cash flow hedges, net of income tax effect of $ 3,531 , $ 3,790 and $ 2,368

9,080 ( 9,746 ) 6,090

Deconsolidation of discontinued operations, net of income tax effect of $ 0 , $ 0 and $ 0

Total other comprehensive income (loss) 37,020 ( 39,610 ) ( 10,880 )

COMPREHENSIVE INCOME 517,433 329,373 167,615

3 unchanged sentences

EARNINGS PER UNIT ( NOTE 7 )

Basic earnings per unit attributable to Rayonier, L.P.

$ 2.41 $ 1.17 $ 0.73

Diluted earnings per unit attributable to Rayonier, L.P.

$ 2.39 $ 1.17 $ 0.73

BASIC EARNINGS PER UNIT ATTRIBUTABLE TO RAYONIER LP.

Continuing Operations $ 0.47 $ 2.26 $ 1.06

Discontinued Operations $ 2.59 $ 0.16 $ 0.11

Net Income $ 3.07 $ 2.41 $ 1.17

DILUTED EARNINGS PER UNIT ATTRIBUTABLE TO RAYONIER LP.

Continuing Operations $ 0.47 $ 2.24 $ 1.05

Discontinued Operations $ 2.56 $ 0.16 $ 0.11

Net Income $ 3.03 $ 2.39 $ 1.17

See Notes to Consolidated Financial Statements.

3 unchanged sentences

As of December 31,

(Thousands of dollars, except unit data)

(Dollars in thousands, except unit data)

CURRENT ASSETS

2 unchanged sentences

Trade receivables, less allowance for doubtful accounts of $ 209 and $ 401

26,969 28,652

Other receivables 7,171 13,267

Inventory ( Note 16 )

32,341 31,017

Prepaid logging roads 6,662 6,465

Prepaid expenses 3,211 3,101

Assets held for sale ( Note 22 )

Assets held for sale (excluding discontinued operations) ( Note 23 )

Other current assets 2,403 53

Current assets of discontinued operations ( Note 2 )

Total current assets 883,755 436,893

16 unchanged sentences

60,015 78,276

NON-CURRENT ASSETS OF DISCONTINUED OPERATIONS ( NOTE 2 )

TOTAL ASSETS $ 3,404,653 $ 3,474,419

6 unchanged sentences

Accrued interest 4,517 5,228

Pension and other postretirement benefits ( Note 18 )

Distribution payable — 271,815

1 unchanged sentence

Other current liabilities 13,937 9,359

Current liabilities of discontinued operations ( Note 2 )

Total current liabilities 271,281 388,710

1 unchanged sentence

845,335 1,044,410

PENSION AND OTHER POSTRETIREMENT BENEFITS, NON-CURRENT ( NOTE 18 )

LONG-TERM LEASE LIABILITY ( NOTE 17 )

2 unchanged sentences

OTHER NON-CURRENT LIABILITIES 14,570 11,125

NON-CURRENT LIABILITIES OF DISCONTINUED OPERATIONS ( NOTE 2 )

COMMITMENTS AND CONTINGENCIES ( NOTES 11 and 12 )

3 unchanged sentences

Limited partners’ capital 2,161,543 1,759,405

Accumulated other comprehensive (loss) income ( Note 24 )

Accumulated other comprehensive income (loss) ( Note 25 )

26,358 ( 7,865 )

1 unchanged sentence

Noncontrolling interests in consolidated affiliates ( Note 6 )

11,221 17,066

TOTAL CAPITAL 2,209,735 1,780,533

4 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL

(Thousands of dollars, except unit data)

Comprehensive (Loss) Income Noncontrolling Interests in Consolidated Affiliates Total Capital

(Dollars in thousands, except unit data)

Units Accumulated

Comprehensive Income (Loss) Noncontrolling Interests in Consolidated Affiliates Total Capital

General Partners’ Capital Limited Partners’ Capital

Balance, December 31, 2022 $ 18,251 $ 1,806,895 $ 40,249 $ 15,317 $ 1,880,712

Net income 1,095 108,375 — 13,321 122,791

Distributions on units ($ 1.125 per unit)

( 1,696 ) ( 167,874 ) — — ( 169,570 )

Issuance of units under the “at-the-market” equity offering, net of commissions and offering costs of $ 1.1 million

Income (loss) from continuing operations 1,593 157,768 — ( 47 ) 159,314

Income from discontinued operations 171 16,866 — 2,144 19,181

Distributions on units ($ 1.34 per unit) (a)

( 2,029 ) ( 200,887 ) — — ( 202,916 )

Issuance of units under the “at-the-market” equity offering, net of commissions and offering costs ( 1 ) ( 80 ) — — ( 81 )

Issuance of units under incentive stock plans 1 74 — — 75

Stock-based incentive compensation 140 13,862 — — 14,002

Repurchase of units ( 42 ) ( 4,183 ) — — ( 4,225 )

Repurchase of units to pay withholding taxes on vested incentive stock awards ( 42 ) ( 4,175 ) — — ( 4,217 )

Adjustment of Redeemable Operating Partnership Units ( 8 ) ( 798 ) — — ( 806 )

Conversion of units to common shares 39 3,886 — — 3,925

Conversion of units into common shares 249 24,668 — — 24,917

Pension and postretirement benefit plans — — 593 — 593

2 unchanged sentences

Distributions to noncontrolling interests in consolidated affiliates — — — ( 1,699 ) ( 1,699 )

Noncontrolling interests in consolidated affiliates redemption of unit equivalents — — — ( 27,860 ) ( 27,860 )

Balance, December 31, 2023 $ 18,325 $ 1,814,193 $ 28,018 $ 17,066 $ 1,877,602

Net income 1,764 174,634 — 2,097 178,495

Income from continuing operations 3,404 336,946 — 510 340,860

Income from discontinued operations 236 23,395 — 4,492 28,123

Distributions on units ($ 2.94 per unit) (a)

( 4,445 ) ( 440,050 ) — — ( 444,495 )

Issuance of units under the “at-the-market” equity offering, net of commissions and offering costs ( 1 ) ( 80 ) — — ( 81 )

Issuance of units under incentive stock plans 1 74 — — 75

Stock-based incentive compensation 143 14,089 — — 14,232

Repurchase of units ( 42 ) ( 4,175 ) — — ( 4,217 )

Repurchase of units to pay withholding taxes on vested incentive stock awards ( 42 ) ( 4,137 ) — — ( 4,179 )

Repurchase of units made under repurchase program ( 147 ) ( 14,540 ) — — ( 14,687 )

Adjustment of Redeemable Operating Partnership Units 150 14,864 — — 15,014

Conversion of units to common shares 249 24,668 — — 24,917

Conversion of units into common shares 148 14,645 — — 14,793

Pension and postretirement benefit plans — — 9,846 — 9,846

3 unchanged sentences

Balance, December 31, 2024 $ 17,772 $ 1,759,405 ($ 7,865 ) $ 11,221 $ 1,780,533

Net income 3,640 360,341 — 5,002 368,983

Income from continuing operations 741 73,326 — — 74,067

Income (loss) from discontinued operations 4,065 402,473 — ( 192 ) 406,346

Deconsolidation of discontinued operations — — 29,068 ( 10,744 ) 18,324

Distributions on units ($ 2.49 per unit) (a)

( 3,898 ) ( 385,796 ) — — ( 389,694 )

Issuance of units from special distributions (b) 3,664 362,685 — — 366,349

Stock-based incentive compensation 110 10,894 — — 11,004

Repurchase of units ( 189 ) ( 18,677 ) — — ( 18,866 )

Repurchase of units to pay withholding taxes on vested incentive stock awards ( 29 ) ( 2,869 ) — — ( 2,898 )

Repurchase of units made under repurchase program ( 705 ) ( 69,842 ) — — ( 70,547 )

Adjustment of Redeemable Operating Partnership Units ( 4 ) ( 415 ) — — ( 419 )

Conversion of units to common shares 148 14,645 — — 14,793

Conversion of units into common shares 118 11,682 — — 11,800

Pension and postretirement benefit plans — — 1 — 1

3 unchanged sentences

Balance, December 31, 2025 $ 21,834 $ 2,161,543 $ 26,358 — $ 2,209,735

(a) The year ended December 31, 2024 includes an additional distribution of $ 1.80 per unit, consisting of a combination of cash and units.

(a) The year ended December 31, 2025 includes an additional special distribution of $ 1.40 per unit, consisting of a combination of cash and units.

The distribution was paid December 12, 2025, to holders of record on October 24, 2025.

The year ended December 31, 2024 includes an additional special distribution of $ 1.80 per unit, consisting of a combination of cash and units.

The distribution was paid January 30, 2025, to holders of record on December 12, 2024.

The year ended December 31, 2023 includes an additional cash distribution of $ 0.20 per unit.

The year ended December 31, 2023 includes an additional special cash distribution of $ 0.20 per unit.

The cash distribution was paid January 12, 2024, to holders of record on December 29, 2023.

(b) Reflects the issuance of units related to the Company’s special distributions of $ 1.40 and $ 1.80 per unit.

See Notes to Consolidated Financial Statements.

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For the Years Ended December 31,

(Thousands of dollars)

(Dollars in thousands)

2025 2024 2023

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Adjustments to reconcile net income to cash provided by operating activities:

Depreciation, depletion and amortization 140,249 158,231 147,339

Non-cash cost of land and improved development 44,409 29,768 28,374

Depreciation, depletion and amortization from continuing operations 106,454 113,854 136,565

Depreciation, depletion and amortization from discontinued operations 9,081 26,395 21,666

Non-cash cost of land and improved development from continuing operations 43,714 41,368 29,768

Non-cash cost of land and improved development from discontinued operations — 3,041 —

Gain on sale of discontinued operations ( 404,463 ) — —

Stock-based incentive compensation expense 11,004 14,232 14,002

Deferred income taxes ( 2,351 ) 2,639 278

Asset impairment charge 7,048 — —

Pension settlement charge — 5,979 2,036

Amortization of losses from pension and postretirement plans 1 6 753

Amortization of (gains) losses from pension and postretirement plans ( 6 ) 1 6

Timber write-offs resulting from casualty events — — 2,302

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INVESTING ACTIVITIES

Capital expenditures ( 79,780 ) ( 81,447 ) ( 74,811 )

Capital expenditures from continuing operations ( 50,049 ) ( 62,094 ) ( 64,784 )

Capital expenditures from discontinued operations ( 7,098 ) ( 17,686 ) ( 16,663 )

Real estate development investments ( 22,440 ) ( 25,818 ) ( 23,078 )

Purchase of timberlands ( 22,753 ) ( 14,062 ) ( 458,530 )

Net proceeds on sale of discontinued operations (a) 688,300 — —

Net proceeds on sale of property, plant and equipment 4,473 13 37

Net proceeds from large disposition of timberlands — 484,787 239,898

Purchase of timberlands — ( 22,753 ) ( 14,062 )

Other 1,868 ( 2,436 ) 2,739

CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES 354,013 124,087 ( 516,363 )

CASH PROVIDED BY INVESTING ACTIVITIES 615,054 354,013 124,087

FINANCING ACTIVITIES

Issuance of debt — — 656,842

Repayment of debt ( 250,000 ) ( 150,000 ) ( 531,842 )

Distributions on units (a) ( 203,374 ) ( 172,952 ) ( 169,375 )

Distributions on units (b) ( 295,560 ) ( 203,374 ) ( 172,952 )

Proceeds from the issuance of units under incentive stock plan — — 75

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Repurchase of units made under repurchase program ( 70,547 ) ( 14,687 ) —

Debt issuance costs — — ( 740 )

Distributions to noncontrolling interests in consolidated affiliates ( 3,082 ) ( 7,120 ) ( 1,699 )

Debt issuance costs ( 779 ) — —

Repayment of debt — ( 250,000 ) ( 150,000 )

CASH USED FOR FINANCING ACTIVITIES ( 372,866 ) ( 479,360 ) ( 328,874 )

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Change in cash, cash equivalents and restricted cash 500,239 134,826 92,967

Balance, beginning of year 208,374 115,407 369,139

Balance, end of year $ 343,200 $ 208,374 $ 115,407

(a) The year ended December 31, 2024 includes an additional cash distribution of $ 0.20 per unit, totaling $ 30.2 million.

The additional distribution was paid January 12, 2024, to holders of record on December 29, 2023.

See Notes to Consolidated Financial Statements.

Balance from continuing operations, beginning of year 323,107 180,362 104,825

Balance from discontinued operations, beginning of year 20,093 28,012 10,582

Total Balance, beginning of year $ 343,200 $ 208,374 $ 115,407

Balance from continuing operations, end of year 843,439 323,107 180,362

Balance from discontinued operations, end of year — 20,093 28,012

Total Balance, end of year $ 843,439 $ 343,200 $ 208,374

(a) The year ended December 31, 2025 includes proceeds from the disposition of our New Zealand joint venture, net of closing adjustments, transaction costs, and $ 11.1 million of deconsolidated cash.

(b) The year ended December 31, 2025 includes an additional distribution of $ 1.40 per unit, consisting of a combination of cash and units.

The cash portion of $ 55.2 million was paid on December 12, 2025, to holders of record on October 24, 2025.

The year ended December 31, 2025 also includes an additional distribution of $ 1.80 per unit, consisting of a combination of cash and units.

The cash portion of $ 68.7 million was paid on January 30, 2025, to holders of record on December 12, 2024.

The year ended December 31, 2024 includes an additional cash distribution of $ 0.20 per unit, totaling $ 30.2 million.

The additional distribution was paid on January 12, 2024, to holders of record on December 29, 2023.

RAYONIER, L.P.

7 unchanged sentences

Interest (a) $ 24,810 $ 38,605 $ 48,742

Income taxes 5,877 4,816 15,127

Non-cash investing activity:

Income taxes (b) 4,054 5,877 4,816

Non-cash investing and financing activity:

Capital assets purchased on account $ 5,436 $ 7,657 $ 7,490

Non-cash financing activity:

Noncontrolling interests in consolidated affiliates redemption of shares (b) — — $ 27,860

Issuance of units from special distributions 366,349 — —

(a) Interest paid is presented net of patronage payments received of $ 7.9 million, $ 8.3 million and $ 6.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.

For additional information on patronage payments, see Note 8 — Debt .

See Note 5 — Noncontrolling Interests and Note 7 — Debt for further information.

Interest paid for the years ended December 31, 2025, 2024 and 2023 includes $ 1.5 million, $ 3.4 million and $ 3.2 million, respectively, from discontinued operations.

(b) Income taxes paid for the years ended December 31, 2025, 2024 and 2023 includes $ 3.8 million, $ 5.6 million, and $ 4.6 million, respectively, from discontinued operations.

See Notes to Consolidated Financial Statements.

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All intercompany balances and transactions are eliminated.

As of December 31, 2024, the Company owned a 98.7 % interest in the Operating Partnership, with the remaining 1.3 % interest owned by limited partners of the Operating Partnership.

As of December 31, 2025, the Company owned a 99.0 % interest in the Operating Partnership, with the remaining 1.0 % interest owned by the limited partners of the Operating Partnership.

As the sole general partner of the Operating Partnership, Rayonier Inc.

has exclusive control of the day-to-day m anagement of the Operating Partnership.

On March 9, 2025, we entered into a purchase and sale agreement with Taurus Forest Holdings Limited, pursuant to which we agreed to sell our entire 77 % interest in our New Zealand operations.

On June 30, 2025, we completed the sale of our New Zealand operations for a purchase price of $ 710 million.

We analyzed quantitative and qualitative factors relevant to the New Zealand operations disposal group and determined that the criteria for held for sale and discontinued operations were met.

Accordingly, the operating results of the New Zealand Timber segment and the New Zealand portion of the Real Estate, former Trading and Corporate segments were classified as discontinued operations in our Consolidated Statements of Income and Comprehensive Income (Loss) for all periods presented.

Assets and liabilities of this disposal group are presented separately on the consolidated balance sheet as assets and liabilities of discontinued operations as of December 31, 2024.

Our consolidated cash flows include cash flows from discontinued operations for all periods presented.

Unless otherwise indicated, these financial statement disclosures reflect only our continuing operations.

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

Effective with the third quarter of 2025, we realigned our reportable segments to reflect changes in our internal management reporting structure.

As a result, 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.

USE OF ESTIMATES

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Accounts receivable are primarily amounts due to us for the sale of timber and are presented net of an allowance for doubtful accounts.

Higher and better use (“HBU”) real estate properties that are expected to be sold within one year are included in inventory at the lower of cost or net realizable value.

HBU properties that are expected to be sold after one year are included in a separate balance sheet line entitled “Higher and Better Use Timberlands and Real Estate Development Investments.” See below for additional information.

Inventory also includes logs available to be sold by the Trading segment.

Log inventory is recorded at the lower of cost or net realizable value and expensed to cost of sales when sold to third-party buyers.

Inventory also includes carbon unit inventory.

Carbon unit inventory represents the basis in New Zealand carbon units intended to be sold in the next 12 months.

See Note 15 — Inventory for additional information.

NOTES RECEIVABLE

Notes receivable are amounts due to us for the sale of real estate.

See Note 23 — Other Assets for additional information.

PREPAID LOGGING ROADS

In the Pacific Northwest and New Zealand, costs for roads built to access particular tracts to be harvested in the upcoming 24 months to 60 months are recorded as prepaid logging roads.

We charge such costs to expense as timber is harvested using an amortization rate determined annually as the total cost of prepaid roads divided by the estimated tons of timber to be accessed by those roads.

The prepaid balance is classified as short-term or long-term based on the upcoming harvest schedule.

See Note 23 — Other Assets for additional information.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

Higher and better use (“HBU”) real estate properties expected to be sold within one year are included in inventory at the lower of cost or net realizable value.

HBU properties expected to be sold after one year are included in the non-current balance sheet line “Higher and Better Use Timberlands and Real Estate Development Investments.” See below for additional information.

Inventory also includes logs available for sale within our Southern Timber and Pacific Northwest Timber segments.

Log inventory is recorded at the lower of cost or net realizable value and recognized in cost of sales when sold to third-party buyers.

See Note 16 — Inventory for additional information.

NOTES RECEIVABLE

Notes receivable consists of amounts due to the Company for the sale of real estate.

See Note 24 — Other Assets for additional information.

PREPAID LOGGING ROADS

In the Pacific Northwest, costs for roads constructed to access specific tracts scheduled for harvest within the next 24 months to 60 months are recorded as prepaid logging roads.

These costs are charged to expense as timber is harvested using an amortization rate determined annually by dividing the total road cost by the estimated volume (in tons) of timber to be accessed.

The prepaid balance is classified as current or non-current based on the anticipated harvest schedule.

See Note 24 — Other Assets for additional information regarding the non-current portion of these assets.

PATRONAGE DIVIDENDS

As a requirement of the Farm Credit Act, borrowers in the Farm Credit System are required to purchase equity in Farm Credit lenders.

The equity balance primarily represents shares of Class A common stock in CoBank valued at $ 100 par value.

CoBank equity purchases continue annually until a balance equal to 8 % of our 10 -year historical average loan balance at CoBank is obtained.

Initially, a minimal equity purchase was made in cash upon the receipt of loan proceeds.

Subsequently, equity purchases are made annually through patronage dividends, of which approximately 90 % is cash and 10 % is equity.

The stock has no cash value until retired.

As our loans are paid in full, the stock is generally retired over a 10 -year loan base period beginning in the year following loan payoff.

Pursuant to the Farm Credit Act, borrowers within the Farm Credit System are required to purchase equity in Farm Credit lenders.

This equity primarily consists of Class A common stock in CoBank at a $ 100 par value.

Equity purchases continue annually until the balance reaches 8 % of our 10 -year historical average loan balance at CoBank.

While an initial minimal purchase was made in cash, subsequent equity is acquired through annual patronage dividends, which are typically comprised of approximately 90 % cash and 10 % equity.

This stock has no cash value until retired;

retirement generally occurs over a 10 -year period following full loan payoff.

Estimated cash and equity dividends are recognized as an offset to interest expense in the period earned.

These estimates are calculated by applying the weighted average debt balance with each participating lender to a historical dividend rate.

Changes in assumptions, as well as changes in actual experience, could cause the estimates to change.

These estimates are derived by applying the weighted average debt balance for each lender to a historical dividend rate.

Actual results or changes in assumption may result in adjustment to these estimates.

See Note 8 — Debt and Note 24 — Other Assets for additional information.

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CAPITALIZED SOFTWARE COSTS

Software costs are capitalized and amortized over a period not exceeding five years using the straight-line method.

Software costs are capitalized and amortized over their estimated useful lives, not to exceed five years , using the straight-line method.

See Note 24 — Other Assets for additional information.

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Timber is stated at the lower of cost or net realizable value.

Costs relating to acquiring, planting and growing timber including real estate taxes, site preparation and direct support costs relating to facilities, vehicles and supplies, are capitalized.

A portion of timberland lease payments are capitalized based on the proportion of acres with merchantable timber volume remaining to be harvested under the lease term and the residual portion of the lease payments are expensed as incurred.

Costs relating to acquiring, planting and growing timber—including real estate taxes, site preparation, and direct support costs for facilities, vehicles and supplies—are capitalized.

A portion of timberland lease payments is capitalized based on the proportion of acres with merchantable timber volume remaining to be harvested under the lease term;

the residual portion of the lease payments is expensed as incurred.

Payroll costs are capitalized for time spent on timber-growing activities, while interest and other intangible costs are not capitalized.

An annual depletion rate is established for each particular region by dividing merchantable inventory cost by standing merchantable inventory volume, which is estimated annually.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollar amounts in thousands unless otherwise stated)

An annual depletion rate is established for each specific region by dividing merchantable inventory cost by standing merchantable inventory volume, which is estimated annually.

We charge accumulated costs attributed to merchantable timber to depletion expense (cost of sales) at the time the timber is harvested or when the underlying timberland is sold.

Upon the acquisition of timberland, we make a determination on whether to combine the newly acquired merchantable timber with an existing depletion pool or to create a new, separate pool.

This determination is based on the geographic location of the new timber, the customers/markets that will be served and the species mix.

If the acquisition is similar to an existing depletion pool, the cost of the acquired timber is combined and a new depletion rate is calculated for the pool.

This determination is based on the geographic location of the new timber, the customers/markets served, and the species mix.

If the acquisition is similar to an existing depletion pool, the cost of the acquired timber is combined and a new depletion rate is calculated.

This determination and depletion rate adjustment normally occurs in the quarter following the acquisition.

1 unchanged sentence

HBU timberland is recorded at the lower of cost or net realizable value.

These properties are managed as timberlands until sold or developed, with sales and depletion expense related to the harvesting of timber accounted for within the respective timber segment.

At the time of sale, the cost basis of any unharvested timber is recorded as depletion expense, a component of cost of sales, within the Real Estate segment.

These properties are managed as timberlands until sold or developed;

sales and depletion expense related to the harvesting of timber are accounted for within the respective timber segment.

At the time of a real estate sale, the cost basis of any remaining unharvested timber is recognized as depletion expense within the Real Estate segment.

HBU timberland and real estate development investments expected to be sold within twelve months are recorded as inventory.

See Note 15 — Higher and Better Use Timberlands and Real Estate Development Investments for additional information.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollar amounts in thousands unless otherwise stated)

REAL ESTATE DEVELOPMENT INVESTMENTS

Real estate development investments include capitalized costs associated with the development and construction of identified real estate projects, such as infrastructure, roadways, utilities, amenities and/or other improvements designed to enhance marketability and create parcels, pads and/or lots for sale.

We capitalize interest on real estate projects under development based on the amount of underlying expenditures during the capitalization period.

The period begins when activities necessary to ready a property for its intended use commence, typically when we begin the site work for land already owned, and ends when the improvement is substantially complete and ready for its intended use.

Determination of when construction of a project is substantially complete and ready for its intended use is subjective and requires business judgement.

As such, we determine when the capitalization period begins and ends through communication with project managers and others responsible for the tracking and oversight of individual projects.

Real estate development investments include capitalized costs—net of reimbursements—associated with the development and construction of identified projects.

These costs primarily relate to infrastructure, roadways, utilities, amenities and other improvements designed to create or enhance marketability of parcels and lots.

We capitalize interest on real estate projects based on the amount of underlying expenditures during the capitalization period.

The period begins when activities to ready a property for its intended use commence (typically at the start of site work) and concludes when the improvement is substantially complete.

Because the determination of substantial completion is subjective and requires business judgment, we establish the capitalization period through ongoing communication with project managers and those responsible for project oversight.

IMPAIRMENT OF HBU TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS

We review our higher and better use timberlands and real estate development investments for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Impairment indicators for each development project are assessed separately and include, but are not limited to, significant decreases in sales pace or average selling prices, significant increases in expected land development and construction costs, and projected losses on expected future sales.

Development projects have extended life cycles that may last 20 to 40 years, or longer, and have few long-term contractual cash flows.

Development periods often occur through several economic cycles.

Subjective factors such as the expected timing of property development and sales, optimal development density and sales strategy impact the timing and amount of expected future cash flows and fair value.

We evaluate HBU timberlands and real estate development investments for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Indicators are assessed for each project separately and include significant decreases in sales pace or average selling prices, significant increases in expected development costs, or projected losses on future sales.

Because development projects often span 20 to 40 years and endure multiple economic cycles, the evaluation of future cash flows is highly subjective.

Assumptions regarding development timing, density and market conditions impact these estimates and may differ from actual results.

An impairment loss is recognized if the carrying amount of an asset is not recoverable and exceeds its fair value.

The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future economic conditions, such as construction costs and sales values that could differ materially from actual results in future periods.

If impairment indicators exist and it is expected that undiscounted cash flows generated by the asset are less than its carrying amount less costs to sell, an impairment provision is recorded to write-down the carrying amount of the asset to its fair value.

PROPERTY, PLANT, EQUIPMENT AND DEPRECIATION

Property, plant and equipment additions are recorded at cost, including applicable freight, interest, construction and installation costs.

We generally depreciate our assets, including office and transportation equipment, using the straight-line depreciation method over 3 to 25 years.

Buildings and land improvements are depreciated using the straight-line method over 15 to 35 years and 5 to 30 years, respectively.

Gains and losses on the sale or retirement of assets are included in operating income.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.

Recoverability of assets that are held and used is measured by net undiscounted cash flows expected to be generated by the asset.

If such assets are considered to be impaired, the impairment to be recognized is the amount the carrying value exceeds the fair value of the assets, which is based on a discounted cash flow model.

Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell.

If the expected undiscounted cash flows generated by the asset are less than its carrying amount less costs to sell, an impairment provision is recorded to write down the asset to its fair value.

See Note 15 — Higher and Better Use Timberlands and Real Estate Development Investments for additional information.

RAYONIER INC.

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(Dollar amounts in thousands unless otherwise stated)

At inception, we determine if an arrangement is a lease and whether that lease meets the classification criteria of a finance or operating lease.

Operating leases are included in right-of-use (“ROU”) assets, other current liabilities, and long-term lease liability in the Consolidated Balance Sheets.

The income generated from our commercial and residential leases in Port Gamble are accounted for in accordance with Topic 842.

We recognize the total minimum lease payments provided for under the leases on a straight-line basis over the lease term.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease.

Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.

As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term.

Lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

Lease expense for lease payments is recognized on a straight-line basis over the lease term.

PROPERTY, PLANT, EQUIPMENT AND DEPRECIATION

Property, plant and equipment additions are recorded at cost, including applicable freight, interest, construction and installation costs.

We generally depreciate our assets using the straight-line depreciation method over the following useful lives:

• Office and transportation equipment:

3 to 25 years

15 to 35 years

• Land improvements:

5 to 30 years

Gains and losses on the sale or retirement of assets are included in operating income.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable.

Recoverability of assets held and used is measured by comparing the carrying amount to the undiscounted cash flows expected to be generated by the asset.

If an asset is impaired, the loss recognized is the amount by which the carrying amount exceeds the fair value, typically determined using a discounted cash flow model.

Assets held for disposal are reported at the lower of carrying amount or fair value less cost to sell.

At inception, we determine if an arrangement is a lease and whether it meets the classification criteria of a finance or operating lease.

Operating leases are included in right-of-use (“ROU”) assets, other current liabilities, and long-term lease liabilities in the Consolidated Balance Sheets.

The income generated from our commercial and residential leases in Port Gamble is accounted for in accordance with Topic 842.

We recognize total minimum lease payments on a straight-line basis over the applicable lease term.

ROU assets represent our right to use an underlying asset, and lease liabilities represent the obligation to make related payments.

These are recognized at the commencement date based on the estimated present value of lease payments over the term.

As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated cost for collateralized borrowing over a similar term.

Lease terms may include options to extend or terminate the agreement when it is reasonably certain that we will exercise those options.

Lease expense is recognized on a straight-line basis over the lease term.

RIGHT-OF-USE ASSETS IMPAIRMENT

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If the carrying amount of the asset group is not recoverable, the fair value of the asset group is compared to its carrying amount and an impairment charge is recognized for the amount by which the carrying amount exceeds the fair value.

A discounted cash flow approach using market participant assumptions of the expected cash flows and discount rate are used to estimate the fair value of the asset group.

A discounted cash flow approach using market participant assumptions of the expected cash flows and discount rate, is used to estimate the fair value of the asset group.

FAIR VALUE MEASUREMENTS

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.

A three-level hierarchy that prioritizes the inputs used to measure fair value was established as follows:

A three-level hierarchy that prioritizes the inputs used to measure fair value was established in the Accounting Standards Codification as follows:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

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This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

ENVIRONMENTAL REMEDIATION LIABILITIES

We estimate future costs for known environmental remediation requirements and accrue for them on an undiscounted basis when it is probable that a liability has been incurred and the related costs can be reasonably estimated.

We consider various factors when estimating our environmental liabilities, including construction contracts, proposed statements of work, project management, and other professional fees.

We evaluate the adequacy of these liabilities on a quarterly basis.

We make adjustments to the liabilities when additional information becomes available that affects the estimated costs to study or remediate any environmental matter.

Legal investigation and defense costs incurred in connection with environmental contingencies are expensed as incurred.

Recoveries of environmental remediation costs from other parties are recorded as assets when their receipt is deemed probable and does not exceed the amount of losses previously recorded.

See Note 12 — Environmental and Natural Resource Damages Liabilities for more information.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

Goodwill represents the excess of the acquisition cost of the New Zealand Timber segment over the fair value of the net assets acquired.

Goodwill is not amortized, but is periodically reviewed for impairment.

An impairment test for this reporting unit’s goodwill is performed annually and whenever events or circumstances indicate that the value of goodwill may be impaired.

We compare the fair value of the New Zealand Timber segment, using an independent valuation for the New Zealand forest assets, to its carrying value including goodwill.

The independent valuation of the New Zealand forest assets is based on discounted cash flow models where the fair value is calculated using cash flows from sustainable forest management plans.

The fair value of the forest assets is measured as the present value of cash flows from one growth cycle based on the productive forest land, taking into consideration environmental, operational, and market restrictions.

These cash flow valuations involve a number of estimates that require broad assumptions and significant judgment regarding future performance.

The annual impairment test was performed as of October 1, 2024;

the estimated fair value of the New Zealand Timber segment exceeded its carrying value and no impairment was recorded.

Except for changes in the New Zealand foreign exchange rate, there have been no adjustments to the carrying value of goodwill since the initial recognition.

See Note 23 — Other Assets for additional information.

ENVIRONMENTAL REMEDIATION LIABILITIES

We accrue for estimated future costs for known environmental remediation requirements on an undiscounted basis when it is probable that a liability has been incurred and the costs can be reasonably estimated.

In developing these estimates, we consider factors such as construction contracts, proposed statements of work, project management requirements, and professional fees.

We evaluate the adequacy of these liabilities quarterly, adjusting the balances as new information regarding the scope or costs of remediation becomes known.

Legal investigation and defense costs associated with environmental contingencies are expensed as incurred.

Recoveries from third parties are recorded as assets only when receipt is deemed probable and the amount does not exceed previously recorded losses.

See Note 13 — Environmental and Natural Resource Damages Liabilities for more information.

Goodwill represented the excess of the acquisition cost of our New Zealand operations over the fair value of the net assets acquired.

Goodwill was not amortized, but was reviewed for impairment annually—or whenever events indicated a potential impairment.

We compared the fair value of our New Zealand Timber operations, using an independent valuation for the New Zealand forest assets, to its carrying amount including goodwill.

This valuation represented the present value of anticipated cash flows over a single biological growth cycle of the productive timberland, incorporating specific environmental, operational, and market constraints.

These models relied on significant Level 3 inputs, including broad assumptions and judgment regarding future harvest yields, price realizations, and operational performance.

On June 30, 2025, we completed the sale of our New Zealand operations.

Consequently, the $ 7.5 million carrying value of goodwill was derecognized and included in the gain on sale calculation.

Prior to the sale, no impairment was recorded, as the annual test performed on October 1, 2024, indicated that the fair value exceeded the carrying amount.

See Note 2 — Discontinued Operations for additional information regarding our New Zealand operations.

FOREIGN CURRENCY TRANSLATION AND REMEASUREMENT

The functional currency of our New Zealand-based operations is the New Zealand dollar.

All assets and liabilities are translated into U.S.

The functional currency of our New Zealand operations was the New Zealand dollar.

All assets and liabilities were translated into U.S.

dollars at the exchange rate in effect at the respective balance sheet dates.

Translation gains and losses are recorded as a separate component of Accumulated Other Comprehensive Income (“AOCI”), within Shareholders’ Equity.

denominated transactions of the New Zealand subsidiary are remeasured into New Zealand dollars at the exchange rate in effect on the date of the transaction and recognized in earnings, net of related cash flow hedges.

All income statement items of the New Zealand subsidiary are translated into U.S.

dollars for reporting purposes using monthly average exchange rates with translation gains and losses being recorded as a separate component of AOCI, within Shareholders’ Equity.

Translation gains and losses were recorded as a separate component of Accumulated Other Comprehensive Income (“AOCI”), within Shareholders’ Equity.

On June 30, 2025, we completed the sale of our New Zealand subsidiary.

In accordance with ASC 830, the cumulative translation adjustment related to the New Zealand operations previously recognized in AOCI, was reclassified to earnings as a component of the gain on sale.

For the period prior to the sale, U.S.

denominated transactions of the New Zealand subsidiary were remeasured into New Zealand dollars at the exchange rate in effect on the date of the transaction and recognized in earnings, net of related cash flow hedges.

All income statement items of the New Zealand subsidiary were translated into U.S.

dollars using monthly average exchange rates.

Following the sale, no further translation adjustments related to the New Zealand operations were recognized.

See Note 2 — Discontinued Operations for additional information regarding our New Zealand operations.

REDEEMABLE OPERATING PARTNERSHIP UNITS

Limited partners holding Redeemable Operating Partnership Units have the right to put any and all of the units to the Operating Partnership in exchange for Rayonier registered common shares, on a one -for-one basis, or cash, at Rayonier’s option.

Consequently, these Redeemable Operating Partnership Units are classified outside of permanent partners’ capital in the Operating Partnership's accompanying balance sheets and the related noncontrolling interest is classified outside of permanent equity in the accompanying balance sheets of Rayonier.

The recorded value of the Redeemable Operating Partnership Units is based on the higher of 1) initial carrying amount, increased or decreased for its share of net income or loss, other comprehensive income or loss, and dividend or 2) redemption value as measured by the closing price of Rayonier common stock on the balance sheet date multiplied by the total number of Redeemable Operating Partnership Units outstanding.

RELATED PARTY

We follow ASC 850, Related Party Disclosure , for the identification of related parties and disclosure of related party transactions.

A party is considered to be related to us if the party, directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with us.

Related parties also include principal owners, management and directors, as well as members of their immediate families or any other parties with which we may deal if one party to a transaction controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist.

Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

See Note 25 — Related Party.

Limited partners holding Redeemable Operating Partnership Units have the right to require the Operating Partnership to redeem their units.

Upon such request, the Operating Partnership must redeem the units for cash or, at Rayonier’s option, Rayonier registered common shares on a one -for-one basis.

Because these units are redeemable at the option of the holder, the related noncontrolling interest is classified outside of permanent equity (as mezzanine equity) in the Consolidated Balance Sheets.

The recorded value of these units is adjusted each reporting period to the higher of 1) initial carrying amount, adjusted for the unit’s share of net income (loss), other comprehensive income (loss), and distributions;

or 2) redemption value as determined by the closing price of Rayonier common stock on the balance sheet date.

Adjustments to the carrying amount to reach the redemption value are recorded within retained earnings.

RAYONIER INC.

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REVENUE RECOGNITION

We recognize revenues when control of promised goods or services (“performance obligations”) is transferred to customers, in an amount that reflects the consideration expected in exchange for those goods or services (“transaction price”).

Unsatisfied performance obligations as of December 31, 2024 are primarily due to advances on stumpage contracts, unearned license revenue and unearned carbon capture and storage revenue.

Of these performance obligations, $ 20.9 million is expected to be recognized within the next twelve months , while the remaining $ 10.7 million is expected to be recognized as we satisfy our performance obligations.

We generally collect payment within a year of satisfying performance obligations and therefore have elected not to adjust revenues for a financing component.

Revenue from the sale of timber is recognized when control passes to the buyer.

We utilize two primary methods or sales channels for the sale of timber – a stumpage/standing timber model and a delivered log model.

The sales method we employ depends upon local market conditions and which method management believes will provide the best overall margins.

We recognize revenues when control of promised goods or services (“performance obligations”) is transferred to customers in an amount that reflects the consideration we expect to receive in exchange for those goods or services (“transaction price”).

Unsatisfied performance obligations as of December 31, 2025 primarily consist of advances on stumpage contracts, unearned license revenue and unearned carbon capture and storage revenue.

Of these performance obligations, $ 19.3 million is expected to be recognized as revenue within the next twelve months , with the remaining $ 9.6 million expected to be recognized thereafter as the performance obligations are satisfied.

We generally collect payment within one year of satisfying a performance obligation;

therefore, we have elected the practical expedient not to adjust revenues for a financing component.

Revenue from timber sales is recognized when control of the product is transferred to the buyer.

We utilize two primary sales channels depending on market conditions and margin optimization:

the stumpage/standing timber model and the delivered log model.

Under the stumpage model, standing timber is sold primarily under pay-as-cut contracts, with a specified duration (typically one year or less) and fixed prices, whereby revenue is recognized as timber is severed and the sales volume is determined.

We also sell stumpage under lump-sum contracts for specified parcels where we receive cash for the full agreed value of the timber prior to harvest and control passes to the buyer upon signing the contract.

We also sell stumpage under lump-sum contracts for specified parcels where control passes to the buyer upon contract execution and receipt of payment.

We retain interest in the land, slash products, and the use of the land for recreational and other purposes.

Any uncut timber remaining at the end of the contract period reverts to us.

Revenue is recognized for lump-sum timber sales when payment is received, the contract is signed and control passes to the buyer.

A third type of stumpage sale we utilize is an agreed-volume sale, whereby revenue is recognized using the output method, as periodic physical observations are made of the percentage of acreage harvested.

A third type of stumpage sale we utilize is an agreed-volume sale, whereby revenue is recognized using the output method based on periodic physical observations of the percentage of acreage harvested.

Under the delivered log model, we hire third-party loggers and haulers to harvest timber and deliver it to a buyer.

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Revenue is recognized when the logs are delivered and control has passed to the buyer.

For domestic log sales, control is considered passed to the buyer as the logs are delivered to the customer’s facility.

For export log sales, control is considered passed to the buyer upon delivery onto the export vessel.

For domestic log sales, control passes to the buyer upon delivery to the customer’s facility.

For export log sales, control passes to the buyer upon delivery onto the export vessel.

The following table summarizes revenue recognition and general payment terms for timber sales:

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Stumpage Pay-as-Cut Right to harvest a unit (i.e.

ton, MBF, JAS m3) of standing timber As timber is severed

ton, MBF) of standing timber As timber is severed

(point-in-time) Initial payment between 5 % and 20 % of estimated contract value;

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Delivered Wood (Domestic) Delivery of a unit (i.e.

ton, MBF, JAS m3) of timber to customer’s facility Upon delivery to customer’s facility

ton, MBF) of timber to customer’s facility Upon delivery to customer’s facility

(point-in-time) No initial payment and on open credit terms;

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Delivered Wood (Export) Delivery of a unit (i.e.

ton, MBF, JAS m3) onto export vessel Upon delivery onto export vessel

ton, MBF) onto export vessel Upon delivery onto export vessel

(point-in-time) Letter of credit from an approved bank;

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NON-TIMBER SALES

Non-timber sales are primarily comprised of hunting and recreational licenses, carbon credits and other auxiliary income.

Hunting and recreational license sales and any related costs are recognized ratably over the term of the agreement and included in “Sales” and “Cost of sales,” respectively.

Non-timber sales primarily consist of hunting and recreational licenses and other auxiliary income.

Revenue from hunting and recreational license sales, along with related costs, is recognized ratably over the term of the agreement and included in “Sales” and “Cost of sales,” respectively.

Payment is generally due upon contract execution.

The New Zealand Emissions Trading Scheme (“NZ ETS”) incentivizes the lowering of greenhouse gas emissions by providing carbon credits to certain organizations that lower carbon emissions.

Our New Zealand segment regularly sells carbon credits and recognizes income as they are sold to other carbon emitting entities.

Carbon Capture and Storage Sales

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CCS contracts contain variable consideration arrangements, which may include variable durations, rates, access acres and carbon volumes.

The determination of the transaction price and the allocation of the transaction price to the performance obligations may require significant judgment and is based on management’s estimate of the most likely amount of consideration we expect to receive as of the reporting date.

Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved.

The estimation of variable consideration requires us to make certain judgments and assumptions regarding the amount and timing of future payments, which may be impacted by factors such as changes in market conditions, competition or other factors beyond our control.

The determination and allocation of the transaction price to performance obligations may require significant judgment and are based on management’s estimate of the most likely amount of consideration expected to be received as of the reporting date.

Estimating variable consideration requires judgments regarding the amount and timing of future payments, which may be impacted by market conditions, competition, or other factors beyond our control.

As a result, actual amounts of variable consideration could differ from our estimates.

We regularly review our estimates of variable consideration and, if necessary, adjust the transaction price and related revenue recognition accordingly.

Any such adjustments are recorded in the period in which the estimate is revised.

Log trading revenue is generally recognized when procured logs are delivered to the buyer and control has passed.

For domestic log trading, control is considered passed to the buyer as the logs are delivered to the customer’s facility.

For export log trading, control is considered passed to the buyer upon delivery onto the export vessel.

The Trading segment also includes sales from log agency contracts, whereby we act as an agent managing export services on behalf of third parties.

Revenue for log agency fees are recognized net of related costs.

We recognize revenue on sales of real estate generally at the point in time when cash has been received, the sale has closed and control has passed to the buyer.

A deposit of 2 % to 5 % is generally required at the time a purchase and sale agreement is executed, with the balance due at closing.

On sales of development real estate containing future performance obligations, revenue is recognized using the cost input method based on development costs incurred to date relative to the total development costs allocated to the contract with the customer.

The aggregate amount of the transaction price allocated to unsatisfied obligations is recorded and presented in “Deferred revenue” in the Consolidated Balance Sheets.

We regularly review these estimates and adjust the transaction price and related revenue recognition in the period in which revisions occur.

Log trading revenue is recognized when procured logs are delivered to the buyer and control has passed.

For domestic log trading, control passes to the buyer as the logs are delivered to the customer’s facility.

For export log trading, control passes to the buyer upon delivery onto the export vessel.

We recognize revenue on sales of real estate generally at the point in time when the sale has closed, cash has been received, and control has passed to the buyer.

A deposit of 2 % to 5 % is generally required upon execution of a purchase and sale agreement, with the balance due at closing.

Additional consideration may be recognized at closing if the performance obligation is not distinct from the land sale, the amount is fixed, and collectability is probable.

For sales of development real estate containing future performance obligations, revenue is recognized over time using the cost input method.

This is based on development costs incurred to date relative to the total estimated development costs allocated to the contract.

The aggregate amount of the transaction price allocated to unsatisfied obligations is recorded as “Deferred revenue” in the Consolidated Balance Sheets.

Builder Price Participation

Builder Price Participation is the variable component of the transaction price for certain development sales in our Real Estate segment.

Builder Price Participation reflects the lot premium that is earned when a homebuilder that purchased land from us develops and sells a home to a third-party at a price above a predetermined threshold.

The excess over the threshold is shared between us and the homebuilder concurrent with the closing on the sale of the home based upon a contractually designated percentage.

We generally constrain Builder Price Participation and, accordingly, we do not recognize an estimate of variable consideration.

Builder Price Participation represents the variable component of the transaction price for certain development sales within our Real Estate segment.

This participation reflects a lot premium earned when a homebuilder, having purchased land from us, develops and sells a home to a third party at a price exceeding a predetermined threshold.

The excess over this threshold is shared between the Company and the homebuilder based upon a contractually designated percentage and is recognized concurrent with the home closing.

We generally constrain Builder Price Participation and do not recognize an estimate of variable consideration until the uncertainty is resolved.

The constraint is primarily based on the following factors:

• There is considerable variability in home prices due to customer options, incentives, and general market conditions;

• the considerable variability in home prices due to customer options, incentives, and general market conditions;

• the extended duration—often up to three years—between the initial land sale and the home closing;

• the susceptibility of home prices to factors outside of our control, such as unemployment and interest rates.

RAYONIER INC.

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(Dollar amounts in thousands unless otherwise stated)

• The time between the sale of land to a homebuilder and the subsequent closing on a completed home can take up to three years;

• Builder Price Participation is highly susceptible to factors outside of our control, such as unemployment and interest rates, among other factors.

We evaluate contracts with homebuilders with respect to Builder Price Participation at each reporting period to determine whether a change in facts and circumstances has eliminated the constraint and will record an estimate of Builder Price Participation revenue, if applicable.

At each reporting period, we evaluate contracts with homebuilders with respect to Builder Price Participation to determine whether a change in facts and circumstances has eliminated the constraint and will record an estimate of revenue, if applicable.

COST OF SALES

Cost of sales associated with timber operations primarily include the cost basis of timber sold (depletion), logging and transportation costs (cut and haul) and ocean freight and demurrage costs (port and freight).

Cost of sales associated with timber operations primarily includes the cost basis of timber sold (depletion), logging and transportation costs (cut and haul), and ocean freight and demurrage costs (port and freight).

Depletion includes the amortization of capitalized costs (site preparation, planting and fertilization, real estate taxes, timberland lease payments, and certain payroll costs).

Other costs include amortization of capitalized costs related to road and bridge construction and software, depreciation of fixed assets and equipment, road maintenance, severance and excise taxes, carbon basis and fire prevention.

Cost of sales associated with real estate sold includes the cost of the land, the cost of any timber on the property that was conveyed to the buyer, any real estate development costs and any closing costs including sales commissions that may be borne by us.

Other costs include amortization of capitalized costs related to road and bridge construction, software, depreciation of fixed assets and equipment, road maintenance, severance and excise taxes, and fire prevention.

Cost of sales associated with real estate sold includes the cost of the land, the cost of any timber on the property conveyed to the buyer, real estate development costs and closing costs, including sales commissions.

We expense closing costs, including sales commissions, when incurred for all real estate sales with future performance obligations expected to be satisfied within one year.

When developed residential or commercial land is sold, the cost of sales includes actual costs incurred and estimates of future development costs benefiting the property sold through completion.

Costs are allocated to each sold acre or lot based upon the relative sales value of each acre or lot as compared to the estimated sales value of the total project.

For purposes of allocating development costs, estimates are reevaluated at least annually and more frequently if warranted by market conditions, changes in the project’s scope or other factors, with any adjustments being allocated prospectively to the remaining units available for sale.

Costs are allocated to each acre or lot based upon its relative sales value compared to the estimated sales value of the total project.

Estimates are reevaluated at least annually, or more frequently if warranted by market conditions or changes in the project scope, with any adjustments being allocated prospectively to the remaining units available for sale.

EMPLOYEE BENEFIT PLANS

The determination of expense and funding requirements for our defined benefit pension plan, its unfunded excess pension plan and its postretirement life insurance plan are largely based on a number of actuarial assumptions.

The key assumptions include discount rate, return on assets, mortality rates and longevity of employees.

See Note 18 — Employee Benefit Plans for assumptions used to determine benefit obligations, and the net periodic benefit cost for the year ended December 31, 2024.

Periodic pension and other postretirement expense is included in “Cost of sales,” “Selling and general expenses” and “Interest and other miscellaneous income, net” in the Consolidated Statements of Income and Comprehensive Income (Loss).

The service cost component of net periodic benefit cost is included in “Cost of sales” and “Selling and general expenses” while the other components of net periodic benefit cost (interest cost, expected return on plan assets and amortization of losses or gains) are presented outside of income from operations in “Interest and other miscellaneous income, net.” Changes in the funded status of our plans are recorded through other comprehensive (loss) income in the year in which the changes occur.

We measure plan assets and benefit obligations as of the fiscal year-end.

The defined benefit pension plan and the unfunded excess pension plan were terminated in 2023.

For additional information, see Note 18 — Employee Benefit Plans .

The determination of expense and funding requirements for our postretirement life insurance plan is based on several actuarial assumptions, including the discount rate, mortality rates, and employee longevity.

Periodic postretirement expense is included in “Cost of sales,” “Selling and general expenses,” and “Other miscellaneous (expense) income, net” in the Consolidated Statements of Income and Comprehensive Income (Loss).

The service cost component of net periodic benefit cost is included in operating income within “Cost of sales” and “Selling and general expenses.” All other components (interest cost and amortization of gains or losses) are presented outside of income from operations in “Other miscellaneous (expense) income, net.” Changes in the funded status of the plan are recorded through other comprehensive income (loss) in the year in which the changes occur.

We measure benefit obligations as of the fiscal year-end.

Our defined benefit pension plan and the unfunded excess pension plan were terminated in 2023.

While these plans are no longer active, the consolidated financial statements include historical activity and disclosures related to these plans for the comparative periods presented.

See Note 19 — Employee Benefit Plans for specific assumptions and additional information regarding these plan terminations and the remaining postretirement benefit obligations.

We use the asset and liability method of accounting for income taxes.

Under this method, deferred tax assets and liabilities are recognized for the estimated future tax benefits or consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, operating loss carryforwards and tax credit carryforwards.

Deferred tax assets and liabilities are measured pursuant to tax laws using the enacted tax rate that is expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled.

We recognize the effect of a change in income tax rates on deferred tax assets and liabilities in the Consolidated Statements of Income and Comprehensive Income in the

Under this method, deferred tax assets and liabilities are recognized for the estimated future tax benefits or consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, operating loss carryforwards, and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

We recognize the effect of a change in tax rates on deferred tax assets and liabilities in the period that includes the enactment date.

A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more-likely-than-not that such assets will not be realized.

In determining the provision for income taxes, we compute an annual effective income tax rate based on projected annual income by legal entity, permanent differences, and statutory rates by jurisdiction.

Inherent in the effective tax rate is an assessment of the outcome of current period uncertain tax positions.

We adjust our annual effective tax rate as additional information becomes available.

Discrete items, such as taxing authority examination findings or legislative changes, are recognized in the period in which they occur.

RAYONIER INC.

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(Dollar amounts in thousands unless otherwise stated)

period that includes the enactment date of the rate change.

We record a valuation allowance to reduce the carrying amounts of deferred tax assets if it is more-likely-than-not that such deferred tax assets will not be realized.

In determining the provision for income taxes, we compute an annual effective income tax rate based on annual income by legal entity, permanent differences between book and tax, and statutory income tax rates by jurisdiction.

Inherent in the effective tax rate is an assessment of the ultimate outcome of current period uncertain tax positions.

We adjust our annual effective tax rate as additional information on outcomes or events becomes available.

Discrete items such as taxing authority examination findings or legislative changes are recognized in the period in which they occur.

Our income tax returns are subject to audit by U.S.

federal, state and foreign taxing authorities.

In evaluating the tax benefits associated with various tax filing positions, we record a tax benefit for an uncertain tax position if it is more-likely-than-not to be realized upon ultimate settlement.

We record a liability for an uncertain tax position that does not meet this criterion.

Interest and penalties for an uncertain tax position are recognized in income tax expense.

We adjust our liabilities for uncertain tax benefits in the period in which it is determined the issue is settled with the taxing authorities, the statute of limitations expires for the relevant taxing authority to examine the tax position or when new facts or information become available.

federal and state taxing authorities.

In evaluating tax benefits associated with various tax filing positions, we record a benefit if it is more-likely-than-not to be realized upon ultimate settlement.

We record a liability for any uncertain tax position that does not meet this criterion.

Interest and penalties related to uncertain tax positions are recognized in income tax expense.

We adjust these liabilities when an issue is settled, the statute of limitations expires, or new information becomes available.

See Note 21 — Income Taxes for additional information.

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We adopted Accounting Standards Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures in the year ended December 31, 2024 with no impact on the consolidated financial statements.

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

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures retrospectively for the year ended December 31, 2025.

This standard requires enhanced disaggregation of information in the effective tax rate reconciliation and additional disclosures regarding income taxes paid.

As this update relates specifically to financial statement disclosures, the adoption did not have a material impact on our consolidated financial results or financial position.

See Note 21 — Income Taxes for additional information.

ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED

In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements.

This update is intended to improve the navigability of required interim disclosures, clarify applicability, and establish a principle requiring entities to disclose events occurring since the most recent annual reporting period that have a material impact on the entity.

The guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The requirements may be applied prospectively or retrospectively.

We are currently evaluating the impact of adopting this new guidance on our consolidated financial statements and disclosures.

In November 2025, the FASB issued ASU No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses and in January 2025, the FASB issued ASU No.

2025-09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements.

This update amends existing guidance to clarify and enhance hedge accounting requirements specifically allowing for more flexibility in how entities group and manage similar risks.

The pronouncement is effective for annual reporting periods beginning after December 15, 2026, including interim periods within those annual periods, with early adoption permitted.

The requirements must be applied prospectively.

We intend to early adopt ASU 2025-09 in the first quarter of 2026.

We are currently evaluating the impact of adopting this new guidance on our consolidated financial statements and disclosures.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date.

ASU 2024-03 requires additional disclosure about certain costs and expenses in the notes to financial statements.

The pronouncement is effective for annual reporting periods in fiscal years beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The requirements in this ASU may be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements.

We are currently evaluating the impact of adopting this new guidance on the consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires enhanced annual income tax disclosures, primarily through changes to the rate reconciliation and income taxes paid reconciliation.

The pronouncement is effective for annual reporting periods in fiscal years beginning after December 15, 2024 and should be applied on a prospective basis.

Early adoption and retrospective application are permitted.

Disaggregation of Income Statement Expenses.

Subsequently, in January 2025, the FASB issued ASU No.

2025-01 to clarify the effective date of this guidance .

ASU 2024-03 requires enhanced disclosure regarding specific expense categories, such as inventory costs, employee compensation, and depreciation, within the notes to the financial statements.

The pronouncement is effective for annual reporting periods in fiscal years beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027, with early adoption permitted.

The guidance allows for either prospective or retrospective application.

We do not expect the adoption of this pronouncement to impact our consolidated financial statements as this is a disclosure-only ASU.

Recent accounting pronouncements adopted or pending adoption not discussed above are either not applicable or are not expected to have a material impact on our consolidated financial condition, results of operations, or cash flows.

SUBSEQUENT EVENTS

On January 30, 2025, we paid approximately $ 66.9 million in cash and issued approximately 7.6 million common shares in relation to our special dividend of $ 1.80 per common share, consisting of a combination of cash and the Company's common shares.

In addition, we paid $ 0.9 million in cash and issued approximately 101,000 Redeemable Operating Partnership Units in relation to our special distribution of $ 1.80 per Redeemable Operating Partnership Unit, consisting of $ 0.45 per unit in cash and $ 1.35 per unit in Redeemable Operating Partnership Units.

Recent accounting pronouncements, either adopted or pending adoption, not discussed above are either not applicable or are not expected to have a material impact on our consolidated financial position, results of operations, or cash flows.

RAYONIER INC.

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(Dollar amounts in thousands unless otherwise stated)

SUBSEQUENT EVENTS

On January 30, 2026 (the “Closing Date”), the Company completed its merger-of-equals transaction with PotlatchDeltic Corporation (“PotlatchDeltic”) pursuant to the Agreement and Plan of Merger dated October 13, 2025.

At the effective time of the merger, PotlatchDeltic merged with and into a wholly owned subsidiary of the Company, with the subsidiary continuing as the surviving corporation.

The transaction was subject to customary closing conditions, including regulatory and shareholder approvals, all of which were obtained prior to closing.

The merger significantly expands our timberland portfolio and introduces wood products manufacturing capabilities, creating a combined entity with enhanced scale and geographic diversity.

Pursuant to the terms of the Merger Agreement, each share of PotlatchDeltic common stock issued and outstanding immediately prior to the effective time was converted into the right to receive 1.8185 Rayonier common shares and $ 0.61 in cash.

In connection with the merger, the Company issued approximately 140.9 million common shares.

The merger will be accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations , with Rayonier treated as the legal and accounting acquirer.

Due to the close proximity of the January 30, 2026 closing date and the Company’s filing of its Annual Report on Form 10-K for the year ended December 31, 2025, the initial accounting for the business combination is incomplete.

As such, the Company is not yet able to provide the initial acquisition accounting or other information required by ASC 805.

We will include relevant disclosures as required in the Company’s Quarterly Report on Form 10-Q for the period ending March 31, 2026.

In connection with the PotlatchDeltic merger, we entered into a $ 1.81 billion Second Amended and Restated Credit Agreement to consolidate and refinance debt following the merger which allows for an additional $ 200 million expansion of the revolver and further incremental term loans subject to leverage ratios.

On February 23, 2026, the Company’s board of directors declared a first quarter cash dividend of $ 0.26 per common share.

The adjustment in the quarterly dividend to $ 0.2725 per share from $ 0.285 per share reflects the 7.6 million incremental shares issued to shareholders as part of the Company’s recent special dividend.

On February 5, 2025, the Company’s board of directors declared a first quarter cash distribution of $ 0.2725 per Redeemable Operating Partnership Unit.

The adjustment in the quarterly distribution amount to $ 0.2725 per Redeemable Operating Partnership Unit from $ 0.285 per Redeemable Operating Partnership Unit reflects the incremental units issued to unitholders as part of the special dividend.

The adjustment in the quarterly dividend from $ 0.2725 per share to $ 0.26 per share reflects the 7.5 million incremental shares issued to shareholders as part of the Company’s recent special dividend.

On the same date, the board declared a first quarter cash distribution of $ 0.26 per Redeemable Operating Partnership Unit, which was similarly adjusted to reflect the incremental units issued as part of the special dividend.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollar amounts in thousands unless otherwise stated)

DISCONTINUED OPERATIONS

On March 9, 2025, we entered into a purchase and sale agreement with Taurus Forest Holdings Limited, pursuant to which we agreed to sell our entire 77 % interest in our New Zealand operations.

Accordingly, the financial results of the New Zealand Timber segment and the New Zealand portion of the Real Estate, former Trading and Corporate segments were classified as discontinued operations in our Consolidated Statements of Income and Comprehensive Income (Loss) for all periods presented.

On June 30, 2025, we completed the sale of our New Zealand operations for a cash purchase price of $ 710 million.

Net proceeds to Rayonier, after adjusting for estimated net debt, working capital, transaction costs, and other closing adjustments, were $ 698.6 million.

We received a final purchase price adjustment of $ 0.7 million during the third quarter, which was recognized as a receivable on our June 30, 2025 Consolidated Balance Sheet.

In connection with the sale, we recognized a gain on disposal of discontinued operations of $ 404.5 million.

The following table summarizes the results of our New Zealand operations for the three years ended December 31, as presented in “Income from discontinued operations” in the Consolidated Statements of Income and Comprehensive Income (Loss):

2025 2024 2023

Sales $ 109,332 $ 275,068 $ 268,560

Costs and Expenses

Cost of sales (a) ( 102,050 ) ( 237,251 ) ( 233,654 )

Other operating (expense) income, net (b) ( 3,400 ) 542 ( 8,318 )

( 105,450 ) ( 236,709 ) ( 241,972 )

Operating income from discontinued operations 3,882 38,359 26,588

Interest expense, net ( 1,508 ) ( 3,159 ) ( 3,198 )

Interest income 202 996 620

Income from operations of discontinued operations before income taxes 2,576 36,196 24,010

Income tax expense ( 693 ) ( 8,073 ) ( 4,829 )

Income from operations of discontinued operations, net of tax 1,883 28,123 19,181

Gain on sale of discontinued operations (c) 404,463 — —

Income from discontinued operations 406,346 28,123 19,181

Net income from discontinued operations attributable to noncontrolling interests in the Operating Partnership ( 5,375 ) ( 324 ) ( 275 )

Net loss (income) from discontinued operations attributable to noncontrolling interests in consolidated affiliates 192 ( 4,492 ) ( 2,144 )

Net income from discontinued operations attributable to Rayonier Inc.

$ 401,163 $ 23,307 $ 16,762

(a) The year ended December 31, 2023 includes timber write-offs resulting from casualty events of $ 2.3 million.

(b) The years ended December 31, 2025 and 2024 includes transaction costs of $ 0.2 million and $ 0.7 million, respectively.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollar amounts in thousands unless otherwise stated)

The major classes of the New Zealand operation’s assets and liabilities as reported on the December 31, 2024 Balance Sheet are as follows:

CURRENT ASSETS

Cash and cash equivalents $ 20,093

Trade receivables, less allowance for doubtful accounts of $ 0

Inventory 1,462

Prepaid logging roads 5,731

Prepaid expenses 475

Other current assets 624

Total current assets 47,320

TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION 339,724

PROPERTY, PLANT AND EQUIPMENT

Buildings 1,707

Machinery and equipment 171

Total property, plant and equipment, gross 1,878

Less — accumulated depreciation ( 935 )

Total property, plant and equipment, net 943

RIGHT-OF-USE ASSETS 64,082

OTHER ASSETS 23,850

TOTAL ASSETS $ 475,919

CURRENT LIABILITIES

Accounts payable $ 9,145

Current maturities of long-term debt, net 19,442

Accrued taxes 2,399

Accrued payroll and benefits 793

Other current liabilities 15,556

Total current liabilities 47,335

LONG-TERM DEBT, NET 45,360

LONG-TERM LEASE LIABILITY 60,038

OTHER NON-CURRENT LIABILITIES 65,443

TOTAL LIABILITIES $ 218,176

The following table summarizes the depreciation, depletion and amortization, capital expenditures and non-cash cost of land and improved development of the Company’s discontinued operations for the three years ended December 31:

2025 2024 2023

Depreciation, depletion and amortization $ 9,081 $ 26,395 $ 21,666

Capital expenditures 7,098 17,686 16,663

Non-cash cost of land and improved development — 3,041 —

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollar amounts in thousands unless otherwise stated)

SEGMENT AND GEOGRAPHICAL INFORMATION

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

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

Sales between operating segments are made based on estimated fair market value, and intercompany sales, purchases and profits (losses) are eliminated in consolidation.

The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, evaluates the operating performance of the Company’s segments based on Adjusted Earnings before Interest, Taxes, Depreciation, Depletion and Amortization (“Adjusted EBITDA”) to make decisions about allocating resources and assessing performance.

Total assets by segment are not used by the CODM to assess the performance of, or allocate resources to, the Company’s segments, therefore total assets by segment are not disclosed.

Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and improved development, non-operating income and expense, costs related to disposition initiatives, restructuring charges, timber write-offs resulting from casualty events, gain associated with the multi-family apartment complex sale attributable to noncontrolling interests and Large Dispositions.

As of December 31, 2025, and for all periods presented, we operated in three reportable segments:

Southern Timber, Pacific Northwest Timber and Real Estate.

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 reportable 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.

Intersegment sales are based on estimated fair market value, and are eliminated in consolidation.

The CODM evaluates segment performance using Adjusted Earnings before Interest, Taxes, Depreciation, Depletion and Amortization (“Adjusted EBITDA”).

Total assets by segment are not disclosed as they are not used by the CODM for resource allocation or performance assessment.

Adjusted EBITDA is defined 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, costs related to the merger with PotlatchDeltic, asset impairment charges, restructuring charges, costs related to disposition initiatives and Large Dispositions.

We believe that Operating income, as defined by U.S.

GAAP, is the most appropriate earnings measurement with which to reconcile Adjusted EBITDA.

GAAP, is the most appropriate earnings measurement for reconciling Adjusted EBITDA.

Adjusted EBITDA should not be considered as an alternative to Operating income as determined in accordance with U.S.

Operating income as presented in the Consolidated Statements of Income and Comprehensive Income (Loss) is equal to segment income.

Operating income as presented in the Consolidated Statements of Income and Comprehensive Income (Loss) includes the results of both reportable segments and corporate activities.

Segment Operating income (loss) represents the operating results of the company’s reportable segments only and does not include corporate-level amounts.

As a result, segment Operating income (loss) may differ from the total Operating income reported in the consolidated financial statements.

RAYONIER INC.

5 unchanged sentences

The following tables summarize the segment information for the three years ended December 31:

Year Ended Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Corporate and Other Total

Year Ended Southern Timber Pacific Northwest Timber Real Estate Total

December 31, 2025

Sales (a) $ 250,419 $ 100,786 $ 238,624 $ 643,769 $ 29,631 ($ 232 ) $ 1,262,997

Sales $ 228,309 $ 83,564 $ 172,612 $ 484,485

Costs and Expenses

Cut & haul costs ( 51,041 ) ( 42,001 ) ( 85,460 ) — ( 3,260 ) — ( 181,762 )

Port / freight costs ( 2,412 ) ( 1,828 ) ( 75,345 ) — ( 10,914 ) — ( 90,499 )

Depreciation, depletion and amortization (a) ( 73,409 ) ( 31,668 ) ( 20,317 ) ( 169,020 ) — ( 1,791 ) ( 296,205 )

Non-cash cost of land and improved development (a) — — — ( 82,003 ) — — ( 82,003 )

Other costs and expenses (b) ( 45,655 ) ( 31,600 ) ( 24,032 ) ( 52,361 ) ( 15,512 ) ( 40,902 ) ( 210,062 )

Operating income (loss) $ 77,902 ($ 6,311 ) $ 33,470 $ 340,385 ($ 55 ) ($ 42,925 ) $ 402,466

Costs related to disposition initiatives (c) — — — — — 1,597 1,597

Restructuring charges (d) — — — — — 1,139 1,139

Depreciation, depletion and amortization (e) 73,409 31,668 20,317 13,064 — 1,791 140,249

Non-cash cost of land and improved development (e) — — — 44,409 — — 44,409

Large Dispositions (f) — — — ( 291,078 ) — — ( 291,078 )

Adjusted EBITDA $ 151,311 $ 25,357 $ 53,787 $ 106,780 ($ 55 ) ($ 38,398 ) $ 298,782

Reconciliation of segment results to consolidated income before taxes

Interest, net and miscellaneous income (g) ($ 27,708 )

Depreciation, depletion and amortization (e) ( 140,249 )

Non-cash cost of land and improved development (e) ( 44,409 )

Non-operating income 1,275

Costs related to disposition initiatives (c) ( 1,597 )

Restructuring charges (d) ( 1,139 )

Large Dispositions (f) 291,078

Income Before Income Taxes $ 376,033

Cut and haul costs ( 53,386 ) ( 35,758 ) — ( 89,144 )

Port and freight costs — ( 18 ) — ( 18 )

Depreciation, depletion and amortization ( 68,998 ) ( 21,792 ) ( 13,983 ) ( 104,773 )

Non-cash cost of land and improved development — — ( 43,714 ) ( 43,714 )

Other costs and expenses (a) ( 44,821 ) ( 24,077 ) ( 52,590 ) ( 121,488 )

Reportable segment operating income $ 61,104 $ 1,919 $ 62,325 $ 125,348

Asset impairment charge (b) — — 7,048 7,048

Depreciation, depletion and amortization 68,998 21,792 13,983 104,773

Non-cash cost of land and improved development — — 43,714 43,714

Reportable segment adjusted EBITDA $ 130,102 $ 23,711 $ 127,070 $ 280,883

Reconciliation of reportable segment results to consolidated income before taxes

All other EBITDA (c) ($ 32,918 )

Interest, net and miscellaneous expense ( 2,057 )

Depreciation, depletion and amortization ( 106,454 )

Non-cash cost of land and improved development ( 43,714 )

Non-operating expense (d) ( 6,685 )

Costs related to the merger with PotlatchDeltic (e) ( 6,303 )

Asset impairment charge (b) ( 7,048 )

Restructuring charges (f) ( 1,110 )

Income from Continuing Operations Before Income Taxes $ 74,594

Income tax expense ( 527 )

Income from Continuing Operations $ 74,067

Income from operations of discontinued operations, net of tax 1,883

Gain on sale of discontinued operations 404,463

Net Income $ 480,413

(a) Real Estate segment sales, depreciation, depletion and amortization, and non-cash cost of land and improved development includes $ 495.0 million, $ 156.0 million, and $ 37.6 million, respectively, from Large Dispositions.

(b) Other costs and expenses for each reportable segment primarily includes other direct and indirect cost of sales and selling and general expenses.

(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.

Costs related to disposition initiatives are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating (expense) income, net.”

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

(a) Other costs and expenses for each reportable segment primarily includes other direct and indirect cost of sales and selling and general expenses.

(b) 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.

The asset impairment charge is recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Cost of sales.”

(d) Non-operating expense includes $ 1.7 million of net costs associated with legal settlements.

Net costs associated with legal settlements are recorded within the Consolidated Statements of Income (Loss) under the caption “Other miscellaneous (expense) income, net.”

(e) Costs related to the merger with PotlatchDeltic include legal, accounting, due diligence, consulting and other costs related to the merger with PotlatchDeltic, which subsequently closed on January 30, 2026.

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

Restructuring charges are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating (expense) income, net.”

(e) Excludes depreciation, depletion and amortization, and non-cash cost of land and improved development of $ 156.0 million, and $ 37.6 million, respectively, from Large Dispositions.

(f) Large Dispositions are defined as transactions involving the sale of productive timberland assets that exceed $ 20 million in size and do not reflect a demonstrable premium relative to timberland value.

The year ended December 31, 2024 includes the sale of approximately 200,000 acres for an aggregate sale price of $ 495.0 million.

These dispositions consisted of approximately 91,000 acres in Southeast Oklahoma and 109,000 acres on the Olympic Peninsula in Northwest Washington.

(g) Includes a $ 1.6 million gain from a terminated cash flow hedge.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

Year Ended Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Corporate and Other Total

Year Ended Southern Timber Pacific Northwest Timber Real Estate Total

December 31, 2024

1 unchanged sentence

Costs and Expenses

Cut & haul costs ( 57,964 ) ( 56,565 ) ( 84,537 ) — ( 1,299 ) — ( 200,365 )

Port / freight costs ( 4,543 ) ( 5,173 ) ( 64,825 ) — ( 14,810 ) — ( 89,351 )

Cut and haul costs ( 51,041 ) ( 42,001 ) — ( 93,042 )

Port and freight costs ( 2,883 ) ( 5,077 ) — ( 7,960 )

Depreciation, depletion and amortization (a) ( 73,409 ) ( 31,668 ) ( 162,941 ) ( 268,018 )

1 unchanged sentence

Other costs and expenses (b) ( 46,406 ) ( 35,569 ) ( 51,243 ) ( 133,218 )

Operating income (loss) $ 76,256 ($ 8,998 ) $ 26,045 $ 156,605 $ 492 ($ 39,116 ) $ 211,284

Reportable segment operating income (loss) $ 77,903 ($ 6,296 ) $ 335,122 $ 406,729

Depreciation, depletion and amortization (c) 73,409 31,668 6,986 112,063

Non-cash cost of land and improved development (c) — — 41,368 41,368

Timber write-offs resulting from casualty events (d) — — 2,302 — — — 2,302

Large Dispositions (e) — — — ( 105,078 ) — — ( 105,078 )

Adjusted EBITDA $ 156,230 $ 27,926 $ 50,013 $ 99,250 $ 492 ($ 37,404 ) $ 296,507

Reconciliation of segment results to consolidated income before taxes

Interest, net and miscellaneous income ($ 45,945 )

Large Dispositions (d) — — ( 291,078 ) ( 291,078 )

Reportable segment adjusted EBITDA $ 151,312 $ 25,372 $ 92,398 $ 269,082

Reconciliation of reportable segment results to consolidated income before taxes

All other EBITDA (e) ($ 38,843 )

Interest, net and miscellaneous expense (f) ( 25,544 )

Depreciation, depletion and amortization (c) ( 113,854 )

Non-cash cost of land and improved development (c) ( 41,368 )

Non-operating income 18,278

Timber write-offs resulting from casualty events (d) ( 2,302 )

Large Dispositions (e) 105,078

Income Before Income Taxes $ 183,617

Income tax expense ( 5,122 )

Non-operating income (g) 1,275

Costs related to disposition initiatives (h) ( 849 )

Restructuring charges (i) ( 1,139 )

Large Dispositions (d) 291,078

Income from Continuing Operations Before Income Taxes $ 339,838

Income tax benefit (j) 1,022

Income from Continuing Operations $ 340,860

Income from operations of discontinued operations, net of tax 28,123

Net Income $ 368,983

2 unchanged sentences

(c) Excludes depreciation, depletion and amortization, and non-cash cost of land and improved development of $ 156.0 million, and $ 37.6 million, respectively, from Large Dispositions.

(d) Timber write-offs resulting from casualty events include the write-off and adjustments of merchantable and pre-merchantable timber volume damaged by a casualty event that cannot be salvaged.

Timber write-offs resulting from casualty events are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “cost of sales.”

(e) Large Dispositions are defined as transactions involving the sale of productive timberland assets that exceed $ 20 million in size and do not reflect a demonstrable premium relative to timberland value.

The year ended December 31, 2023 includes the sale of approximately 55,000 acres in Oregon for $ 242.2 million.

(d) Large Dispositions are defined as transactions involving the sale of productive timberland assets that exceed $ 20 million in size and do not reflect a demonstrable premium relative to timberland value.

The year ended December 31, 2024 includes the sale of approximately 200,000 acres for an aggregate sale price of $ 495.0 million.

These dispositions consisted of approximately 91,000 acres in Southeast Oklahoma and 109,000 acres on the Olympic Peninsula in Northwest Washington.

(e) All other EBITDA includes general corporate expenses.

(f) Includes a $ 1.6 million gain from a terminated cash flow hedge.

The gain from a terminated cash flow hedge is recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Interest expense, net.”

(g) Non-operating income includes $ 8.0 million of net recoveries associated with legal settlements, which is partially offset by $ 6.0 million of pension settlement charges.

Net recoveries associated with legal settlements and pension settlement charges are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other miscellaneous (expense) income, net.”

(h) 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.

Costs related to disposition initiatives are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating (expense) income, net.”

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

Restructuring charges are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating (expense) income, net.”

(j) Includes a $ 1.2 million income tax benefit related to the pension settlement.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

Year Ended Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Corporate and Other Total

Year Ended Southern Timber Pacific Northwest Timber Real Estate Total

December 31, 2023

1 unchanged sentence

Costs and Expenses

Cut & haul costs ( 63,977 ) ( 62,731 ) ( 94,253 ) — ( 4,975 ) — ( 225,936 )

Port / freight costs ( 6,836 ) ( 2,803 ) ( 94,061 ) — ( 27,689 ) — ( 131,389 )

Cut and haul costs ( 57,964 ) ( 56,565 ) — ( 114,529 )

Port and freight costs ( 4,893 ) ( 8,730 ) — ( 13,623 )

Depreciation, depletion and amortization (a) ( 79,974 ) ( 36,924 ) ( 109,085 ) ( 225,983 )

1 unchanged sentence

Other costs and expenses (b) ( 45,968 ) ( 39,725 ) ( 50,815 ) ( 136,508 )

Operating income (loss) $ 96,616 $ 15,192 $ 30,621 $ 58,495 $ 382 ($ 35,484 ) $ 165,822

Reportable segment operating income (loss) $ 76,335 ($ 8,668 ) $ 156,605 $ 224,272

Depreciation, depletion and amortization (c) 79,974 36,924 17,955 134,853

Non-cash cost of land and improved development (c) — — 29,768 29,768

Timber write-offs resulting from casualty events (d) — 729 — — — — 729

Gain associated with the multi-family apartment complex sale attributable to NCI (e) — — — ( 11,480 ) — — ( 11,480 )

Large Dispositions (f) — — — ( 16,606 ) — — ( 16,606 )

Adjusted EBITDA $ 156,914 $ 63,945 $ 54,497 $ 72,669 $ 382 ($ 34,229 ) $ 314,178

Reconciliation of segment results to consolidated income before taxes

Interest, net and miscellaneous income ($ 33,194 )

Large Dispositions (d) — — ( 105,078 ) ( 105,078 )

Reportable segment adjusted EBITDA $ 156,309 $ 28,256 $ 99,250 $ 283,815

Reconciliation of reportable segment results to consolidated income before taxes

All other EBITDA (e) ($ 37,864 )

Interest, net and miscellaneous expense ( 43,367 )

Depreciation, depletion and amortization (c) ( 136,565 )

Non-cash cost of land and improved development (c) ( 29,768 )

Non-operating expense ( 448 )

Timber write-offs resulting from casualty events (d) ( 729 )

Gain associated with the multi-family apartment complex sale attributable to NCI (e) 11,480

Large Dispositions (f) 16,606

Income Before Income Taxes $ 132,180

Non-operating income (f) 18,278

Large Dispositions (d) 105,078

Income from Continuing Operations Before Income Taxes $ 159,607

Income tax expense ( 293 )

Income from Continuing Operations $ 159,314

Income from operations of discontinued operations, net of tax 19,181

Net Income $ 178,495

1 unchanged sentence

(b) Other costs and expenses for each reportable segment primarily includes other direct and indirect cost of sales and selling and general expenses.

(c) Excludes depreciation, depletion, and amortization and non-cash cost of land and improved development of $ 8.3 million and $ 4.6 million.

(d) Timber write-offs resulting from casualty events include the write-off and adjustments of merchantable and pre-merchantable timber volume damaged by casualty events that cannot be salvaged.

Timber write-offs resulting from casualty events are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “cost of sales.”

(e) The gain associated with the multi-family apartment complex sale attributable to noncontrolling interests represents the gain recognized in connection with the sale of property by the Bainbridge Landing joint venture attributable to noncontrolling interests.

The gain associated with the multi-family apartment complex sale attributable to noncontrolling interest is recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating (expense) income, net.”

The year ended December 31, 2022 includes the sale of approximately 11,000 acres in Washington for $ 30.5 million.

(c) Excludes depreciation, depletion and amortization, and non-cash cost of land and improved development of $ 91.1 million and $ 43.7 million, respectively, from Large Dispositions.

The year ended December 31, 2023 includes the sale of approximately 55,000 acres in Oregon for $ 242.2 million.

(e) All other EBITDA includes general corporate expenses.

(f) Non-operating income includes $ 20.7 million of net recoveries associated with legal settlements, which is partially offset by a $ 2.0 million pension settlement charge.

RAYONIER INC.

9 unchanged sentences

Pacific Northwest Timber 8,263 13,340 17,371

New Zealand Timber 17,686 16,663 18,455

Real Estate 225 323 302

4 unchanged sentences

Pacific Northwest Timber — — 3,591

New Zealand Timber — — 734

Total timberland acquisitions — $ 22,753 $ 14,062

1 unchanged sentence

(a) Excludes timberland acquisitions presented separately, in addition to real estate development investments of $ 22.4 million, $ 25.8 million, and $ 23.1 million in the years ended December 31, 2025, 2024, and 2023, respectively.

Geographical Operating Information

Geographical Operating Information (a)

Sales Operating Income Identifiable Assets

1 unchanged sentence

United States $ 484,485 $ 987,929 $ 788,373 $ 83,336 $ 364,107 $ 184,696 $ 3,404,653 $ 2,998,500

New Zealand 275,300 269,027 332,292 38,663 26,128 29,922 475,915 549,030

Total $ 484,485 $ 987,929 $ 788,373 $ 83,336 $ 364,107 $ 184,696 $ 3,404,653 $ 2,998,500

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollar amounts in thousands unless otherwise stated)

(a) The geographical information presented above reflects the results of the Company's continuing operations.

Sales and Operating Income for the New Zealand operations have been retrospectively excluded from this table for the years ended December 31, 2024 and 2023.

Identifiable Assets for the New Zealand operations have been retrospectively excluded for the year ended December 31, 2024.

Sales, Operating Income, and Identifiable Assets for the New Zealand Operations are included in the disclosures for Discontinued Operations.

See Note 2 — Discontinued Operations for additional information.

CONTRACT BALANCES

The timing of revenue recognition, invoicing and cash collections results in trade receivables and deferred revenue (contract liabilities) on the Consolidated Balance Sheets.

Trade receivables are recorded when we have an unconditional right to consideration for completed performance under the contract.

Contract liabilities relate to payments received in advance of performance under the contract.

Contract liabilities are recognized as revenue as (or when) we perform under the contract.

The following table contains contract balances recorded in the Consolidated Balance Sheets at December 31, 2024 and 2023:

Year 2024 2023 Balance Sheet Location

Contract assets

Trade receivables, net (a) $ 26,969 $ 28,652 Trade receivables

Contract liabilities

Deferred revenue, current (b) 20,902 19,012 Deferred revenue

Deferred revenue, non-current (c) 10,697 11,294 Long-term deferred revenue

(a) The decrease in trade receivables was primarily driven by timing of sales in our timber segments.

(b) The increase in deferred revenue, current is primarily driven by the current portion of carbon capture and storage contracts entered into during 2024, partially offset by the satisfaction of post-closing obligations on real estate sales and the timing of advance payments on non-timber and stumpage contracts.

(c) The decrease in deferred revenue, non-current is primarily driven by a decrease in the non-current portion of carbon capture and storage contracts.

Trade receivables are recorded when we have an unconditional right to consideration for completed performance under a contract.

Contract liabilities relate to payments received in advance of performance under a contract and are recognized as revenue as, or when, we perform under a contract.

The following table summarizes revenue recognized during the years ended December 31, 2025 and 2024 that was included in the contract liability balance at the beginning of each year:

Year Ended December 31,

Revenue recognized from contract liability balance at the beginning of the year (a) $ 26,534 $ 21,187

(a) Revenue recognized was primarily from hunting licenses, carbon capture and storage (“CCS”), the use of advances on pay-as-cut timber sales, and the satisfaction of post closing obligations on net real estate sales.

Revenue recognized from contract liability balance at the beginning of the year $ 19,523 $ 26,534

RAYONIER INC.

5 unchanged sentences

The following tables present our revenue from contracts with customers disaggregated by product type for the years ended December 31, 2025 , 2024 and 2023 :

Year Ended Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Elim.

Year Ended Southern Timber Pacific Northwest Timber Real Estate Total

December 31, 2025

3 unchanged sentences

Total Timber Sales 181,826 76,289 — 258,115

Trading (a) — 1,805 — 1,805

License Revenue, primarily from Hunting 21,189 782 — 21,971

Land Based Solutions (a) 14,518 50 — — — — 14,568

Other Non-Timber/Carbon Credit Revenue 15,314 4,595 22,962 — — — 42,871

Agency Fee Income — — — — 1,273 — 1,273

Land Based Solutions (b) 11,230 106 — 11,336

Other Non-Timber Revenue 14,064 4,582 — 18,646

Total Non-Timber Sales 46,483 7,275 — 53,758

3 unchanged sentences

Timberland & Non-Strategic — — 53,500 53,500

Conservation Easements — — — 1,101 — — 1,101

Deferred Revenue/Other (b) — — — 14,001 — — 14,001

Large Dispositions — — — 495,000 — — 495,000

Deferred Revenue/Other (c) — — 16,841 16,841

Total Real Estate Sales — — 171,162 171,162

1 unchanged sentence

Lease Revenue — — 1,450 1,450

Intersegment — — — — 232 ( 232 ) —

Total Revenue $ 228,309 $ 83,564 $ 172,612 $ 484,485

4 unchanged sentences

Total Timber Sales 199,423 95,199 — 294,622

Trading (a) 1,223 7,233 — 8,456

License Revenue, primarily from Hunting 21,164 942 — 22,106

Land Based Solutions (a) 3,989 1,355 — — — — 5,344

Other Non-Timber/Carbon Credit Revenue 10,383 3,590 24,087 — — — 38,060

Agency Fee Income — — — — 1,361 — 1,361

Land Based Solutions (b) 14,518 50 — 14,568

Other Non-Timber Revenue 15,314 4,595 — 19,909

Total Non-Timber Sales 52,219 12,820 — 65,039

3 unchanged sentences

Timberland & Non-Strategic — — 610 610

Deferred Revenue/Other (b) — — — 12,516 — — 12,516

Conservation Easements — — 1,101 1,101

Deferred Revenue/Other (c) — — 14,001 14,001

Large Dispositions — — 495,000 495,000

2 unchanged sentences

Lease Revenue — — 1,489 1,489

Intersegment — — — — 468 ( 468 ) —

Total Revenue $ 251,642 $ 108,019 $ 628,268 $ 987,929

5 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

Year Ended Southern Timber Pacific Northwest Timber New Zealand Timber Real Estate Trading Elim.

Year Ended Southern Timber Pacific Northwest Timber Real Estate Total

December 31, 2023

3 unchanged sentences

Total Timber Sales 226,626 117,856 — 344,482

Trading (a) 1,006 9,131 — 10,137

License Revenue, primarily from Hunting 23,130 1,344 — 24,474

Land Based Solutions (a) 1,067 7 — — — — 1,074

Other Non-Timber/Carbon Credit Revenue 5,387 4,526 20,626 — — — 30,539

Agency Fee Income — — — — 1,256 — 1,256

Land Based Solutions (b) 3,989 1,355 — 5,344

Other Non-Timber Revenue 10,383 3,590 — 13,973

Total Non-Timber Sales 38,508 15,420 — 53,928

Improved Development — — 30,707 30,707

Unimproved Development — — 114 114

Rural — — 99,665 99,665

Timberland & Non-Strategic — — 3,347 3,347

Deferred Revenue/Other (b) — — — ( 38 ) — — ( 38 )

Deferred Revenue/Other (c) — — 12,516 12,516

Large Dispositions — — 242,200 242,200

2 unchanged sentences

Lease Revenue — — 1,414 1,414

Intersegment — — — — 402 ( 402 ) —

Total Revenue $ 265,134 $ 133,276 $ 389,963 $ 788,373

(a) Consists primarily of sales from carbon capture and storage (“CCS”) and solar energy contracts and conservation easements for habitat protection.

(b) Includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales.

(a) Consists of log trading sales which are now included in the Southern Timber and Pacific Northwest Timber segments.

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

(b) Consists primarily of sales from carbon capture and storage (“CCS”) and solar energy contracts and conservation easements for habitat protection.

(c) Includes deferred revenue adjustments, builder price participation, and other fees related to Improved Development sales.

RAYONIER INC.

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The following table presents our timber sales disaggregated by contract type for the years ended December 31, 2025, 2024 and 2023:

Year Ended Southern Timber Pacific Northwest Timber New Zealand Timber Trading Total

Year Ended Southern Timber Pacific Northwest Timber Total

December 31, 2025

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SIGNIFICANT CUSTOMERS

For the year ended December 31, 2025, we closed on a 21,601 -acre transaction to a conservation-oriented buyer for $ 53.5 million, representing approximately 11 % of consolidated sales.

For the year ended December 31, 2024, we closed on four Large Disposition transactions for a total of $ 495.0 million, representing approximately 50 % of consolidated sales.

1 unchanged sentence

For the year ended December 31, 2023, we closed on a 55,000 -acre Large Disposition to Manulife Investment Management on behalf of clients for $ 242.2 million, representing approximately 31 % of consolidated sales.

For the year ended December 31, 2022, no individual customer (or group of customers under common control) represented 10% or more of consolidated sales.

RAYONIER INC.

5 unchanged sentences

TIMBERLAND ACQUISITIONS

There were no timberland acquisitions during 2025.

During 2024, we acquired approximately 7,000 acres of U.S.

timberland located in Florida and Georgia through three transactions for an aggregate value of $ 22.8 million, which were funded with cash on hand.

During 2023, we acquired approximately 4,000 acres of U.S.

timberland located in Florida, Georgia, Texas and Washington through six transactions for an aggregate value of $ 13.2 million, which were funded with cash on hand and like-kind exchange proceeds.

We also incurred approximately $ 0.9 million of additional costs associated with acquisitions completed in the prior year.

Additionally, during 2023, we acquired approximately 1,000 acres of leased timberland in New Zealand.

The following table summarizes the timberland acquisitions for the years ended December 31, 2025 and 2024:

Cost Acres Cost Acres

Alabama (a) — — $ 231 —

Florida — — $ 15,660 5,175

Georgia (a) 7,093 1,966 333 16

Louisiana (a) — — 74 —

Texas (a) — — 5,024 1,317

Washington — — 3,591 353

New Zealand — — — 1,156

Georgia — — 7,093 1,966

Total Acquisitions — — $ 22,753 7,141

(a) Includes costs incurred in 2023 associated with acquisitions completed in the fourth quarter of 2022.

NONCONTROLLING INTERESTS

1 unchanged sentence

Matariki Forestry Group

We maintain a 77 % controlling financial interest in Matariki Forestry Group (the “New Zealand subsidiary”), a joint venture that owns or leases approximately 412,000 legal acres of New Zealand timberland.

Accordingly, we consolidate the New Zealand subsidiary’s balance sheet and results of operations.

The portions of the consolidated financial position and results of operations attributable to the New Zealand subsidiary’s 23 % noncontrolling interest are reflected as an adjustment to income in our Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Net income attributable to noncontrolling interests in consolidated affiliates.” Rayonier New Zealand Limited (“RNZ”), a wholly-owned subsidiary, serves as the manager of the New Zealand subsidiary.

Ferncliff Investors

We maintain an ownership interest in Ferncliff Investors, a real estate joint venture entity.

In 2017, Ferncliff Management and Ferncliff Investors were formed for the purpose of raising capital from third parties to invest in an unconsolidated real estate joint venture entity, Bainbridge Landing LLC, for the development of a multi-family community containing apartments and townhouses on a five -acre parcel in Bainbridge Island, Washington.

Ferncliff Management is the manager and 33.33 % owner of Ferncliff Investors, with the remaining ownership interest in Ferncliff Investors held by third-party investors.

During 2024, Bainbridge Landing LLC, a joint venture in which Ferncliff Investors held a 50 % interest, was dissolved.

All development and real estate sales activities related to the project was completed prior to the dissolution.

In 2022, Bainbridge Landing, LLC completed the planned sale of its multi-family apartment complex in Bainbridge Island, Washington for a purchase price of $ 65.5 million.

The equity income related to the apartment complex sale was $ 16.0 million, of which $ 4.5 million was attributable to Rayonier.

In 2024, Bainbridge Landing, LLC completed the sale of its remaining townhouse units.

The income related to the final property sales was $ 0.8 million, of which $ 0.3 million was attributable to Rayonier.

Income associated with the Bainbridge Landing, LLC joint venture has been recognized in our Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating (expense) income, net.”

Prior to the sale of our New Zealand operations on June 30, 2025, we maintained a 77 % controlling financial interest in Matariki Forestry Group (the “New Zealand subsidiary”), a joint venture that owns and leases New Zealand timberland.

Accordingly, we consolidated the New Zealand subsidiary’s balance sheet and results of operations.

Income attributable to the New Zealand subsidiary’s 23 % noncontrolling interests is reflected as an adjustment to income in our Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Net loss (income) attributable to noncontrolling interests in consolidated affiliates.”

Due to the sale of the New Zealand subsidiary, we have deconsolidated its balance sheet as of June 30, 2025, and its income (loss) has been classified as discontinued operations in our Consolidated Statements of Income and Comprehensive Income (Loss) for all periods presented.

See Note 2 — Discontinued Operations for additional information.

RAYONIER INC.

5 unchanged sentences

NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP

Noncontrolling interests in the Operating Partnership relate to the third-party ownership of Redeemable Operating Partnership Units.

Net income attributable to the noncontrolling interests in the Operating Partnership is computed by applying the weighted average Redeemable Operating Partnership Units outstanding during the period as a percentage of the weighted average total units outstanding to the Operating Partnership’s net income for the period.

If a noncontrolling unitholder redeems a unit for a registered common share of Rayonier or cash, the noncontrolling interests in the Operating Partnership will be reduced and the Company’s share in the Operating Partnership will be increased by the fair value of each security at the time of redemption.

Noncontrolling interests in the Operating Partnership represent the third-party ownership of Redeemable Operating Partnership Units (“OP Units”).

Net income attributable to these noncontrolling interests is calculated based on the weighted average OP Units outstanding during the period as a percentage of the total weighted average units outstanding to the Operating Partnership’s net income for the period.

These OP Units are classified as temporary equity in the Consolidated Balance Sheets because they are redeemable at the option of the unitholder.

The following table sets forth the Company’s noncontrolling interests in the Operating Partnership:

Year Ended December 31,

Beginning noncontrolling interests in the Operating Partnership $ 51,843 $ 81,651

Adjustment of noncontrolling interests in the Operating Partnership ( 2,503 ) ( 13,150 )

Conversions of Redeemable Operating Partnership Units to common shares

Conversions of OP Units to common shares

( 11,800 ) ( 14,793 )

3 unchanged sentences

Total noncontrolling interests in the Operating Partnership $ 40,463 $ 51,843

(a) The year ended December 31, 2024 includes an additional distribution of $ 1.80 per Redeemable Operating Partnership Unit, consisting of a combination of cash and the Company’s Redeemable Operating Partnership Units.

The distribution amount of $ 3.6 million was paid in cash and Redeemable Operating Partnership Units January 30, 2025, to holders of record on December 12, 2024.

The year ended December 31, 2023 includes an additional distribution of $ 0.20 per Redeemable Operating Partnership Unit.

The cash distribution amount of $ 0.5 million was paid January 12, 2024, to holders of record on December 29, 2023.

(a) The year ended December 31, 2025 includes an additional special distribution of $ 1.40 per OP Unit, consisting of a combination of cash and OP Units.

The cash portion of the distribution, totaling $ 0.6 million, was paid on December 12, 2025, to holders of record on October 24, 2025.

The year ended December 31, 2024 includes an additional special distribution of $ 1.80 per OP Unit, also consisting of a combination of cash and OP Units.

The cash portion, totaling $ 0.9 million, was paid on January 30, 2025, to holders of record on December 12, 2024.

RAYONIER INC.

7 unchanged sentences

by the weighted average number of common shares outstanding during the year.

Diluted EPS is calculated by dividing net income attributable to Rayonier Inc., before net income attributable to noncontrolling interests in the Operating Partnership by the weighted average number of common shares outstanding adjusted to include the potentially dilutive effect of outstanding stock options, performance shares, restricted shares, restricted stock units, noncontrolling interests in Operating Partnership units and contingently issuable shares and units.

The following table provides details of the calculations of basic and diluted earnings per common share of the Company for the three years ended December 31:

Diluted EPS is calculated by dividing net income attributable to Rayonier Inc., before net income attributable to noncontrolling interests (“NCI”) in the Operating Partnership by the weighted average number of common shares outstanding adjusted to include the potentially dilutive effect of outstanding stock options, performance shares, restricted shares, restricted stock units, noncontrolling interests in Operating Partnership units and contingently issuable shares and units.

The following table provides details of the calculation of basic earnings per common share of the Company for the three years ended December 31:

2025 2024 2023

Earnings per common share - basic

Basic earnings per common share

Net income from continuing operations $ 74,067 $ 340,860 $ 159,314

Net income from continuing operations attributable to NCI in the Operating Partnership ( 850 ) ( 4,510 ) ( 2,630 )

Net (income) loss from continuing operations attributable to NCI in consolidated affiliates — ( 510 ) 47

Net income from continuing operations attributable to Rayonier Inc.

$ 73,217 $ 335,840 $ 156,731

Net income from discontinued operations $ 406,346 $ 28,123 $ 19,181

Net income from discontinued operations attributable to NCI in the Operating Partnership ( 5,375 ) ( 324 ) ( 275 )

Net loss (income) from discontinued operations attributable to NCI in consolidated affiliates 192 ( 4,492 ) ( 2,144 )

Net income from discontinued operations attributable to Rayonier Inc.

$ 401,163 $ 23,307 $ 16,762

Net income $ 480,413 $ 368,983 $ 178,495

Net income attributable to noncontrolling interests in the Operating Partnership ( 4,834 ) ( 2,905 ) ( 2,393 )

Net income attributable to noncontrolling interests in consolidated affiliates ( 5,002 ) ( 2,097 ) ( 13,321 )

Net income attributable to NCI in the Operating Partnership ( 6,225 ) ( 4,834 ) ( 2,905 )

Net loss (income) attributable to NCI in consolidated affiliates 192 ( 5,002 ) ( 2,097 )

Net income attributable to Rayonier Inc.

2 unchanged sentences

Basic earnings per common share attributable to Rayonier Inc.:

Continuing operations $ 0.47 $ 2.26 $ 1.06

Discontinued operations $ 2.59 $ 0.16 $ 0.11

Basic earnings per common share $ 3.07 $ 2.41 $ 1.17

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollar amounts in thousands unless otherwise stated)

The following table provides details of the calculation of diluted earnings per common share of the Company for the three years ended December 31:

2025 2024 2023

Earnings per common share - diluted

Diluted earnings per common share

Net income from continuing operations $ 74,067 $ 340,860 $ 159,314

Net (income) loss from continuing operations attributable to NCI in consolidated affiliates — ( 510 ) 47

Net income from continuing operations attributable to Rayonier Inc.

before net income attributable to NCI in the Operating Partnership $ 74,067 $ 340,350 $ 159,361

Net income from discontinued operations $ 406,346 $ 28,123 $ 19,181

Net loss (income) from discontinued operations attributable to NCI in consolidated affiliates 192 ( 4,492 ) ( 2,144 )

Net income from discontinued operations attributable to Rayonier Inc.

before net income attributable to NCI in the Operating Partnership $ 406,538 $ 23,631 $ 17,037

Net income $ 480,413 $ 368,983 $ 178,495

Net income attributable to noncontrolling interests in consolidated affiliates ( 5,002 ) ( 2,097 ) ( 13,321 )

Net income attributable to Rayonier Inc., before net income attributable to noncontrolling interests in the Operating Partnership $ 363,981 $ 176,398 $ 109,470

Net loss (income) attributable to NCI in consolidated affiliates 192 ( 5,002 ) ( 2,097 )

Net income attributable to Rayonier Inc.

before net income attributable to NCI in the Operating Partnership $ 480,605 $ 363,981 $ 176,398

Denominator for basic earnings per common share - weighted average shares 154,760,442 148,839,858 148,046,673

3 unchanged sentences

Noncontrolling interests in Operating Partnership units 1,909,803 2,066,102 2,618,699

Contingently issuable shares and units from special dividend 827,150 — —

Contingently issuable shares and units from special dividends 1,856,440 827,150 —

Denominator for diluted earnings per common share - adjusted weighted average shares 158,709,766 152,095,503 151,067,195

Diluted earnings per common share attributable to Rayonier Inc.:

$ 2.39 $ 1.17 $ 0.73

Continuing operations $ 0.47 $ 2.24 $ 1.05

Discontinued operations $ 2.56 $ 0.16 $ 0.11

Diluted earnings per common share $ 3.03 $ 2.39 $ 1.17

2025 2024 2023

11 unchanged sentences

by the weighted average number of units outstanding adjusted to include the potentially dilutive effect of outstanding unit equivalents, including stock options, performance shares, restricted shares, restricted stock units and contingently issuable shares and units.

The following table provides details of the calculations of basic and diluted earnings per unit of the Operating Partnership for the three years ended December 31:

The following table provides details of the calculation of basic earnings per unit of the Operating Partnership for the three years ended December 31:

2025 2024 2023

Earnings per unit - basic

Basic earnings per unit

Net income from continuing operations $ 74,067 $ 340,860 $ 159,314

Net (income) loss from continuing operations attributable to NCI in consolidated affiliates — ( 510 ) 47

Net income from continuing operations available to unitholders $ 74,067 $ 340,350 $ 159,361

Net income from discontinued operations $ 406,346 $ 28,123 $ 19,181

Net loss (income) from discontinued operations attributable to NCI in consolidated affiliates 192 ( 4,492 ) ( 2,144 )

Net income from discontinued operations available to unitholders $ 406,538 $ 23,631 $ 17,037

Net income $ 480,413 $ 368,983 $ 178,495

Net income attributable to noncontrolling interests in consolidated affiliates ( 5,002 ) ( 2,097 ) ( 13,321 )

Net loss (income) attributable to NCI in consolidated affiliates 192 ( 5,002 ) ( 2,097 )

Net income available to unitholders $ 480,605 $ 363,981 $ 176,398

1 unchanged sentence

Basic earnings per unit attributable to Rayonier, L.P.:

Continuing operations $ 0.47 $ 2.26 $ 1.06

Discontinued operations $ 2.59 $ 0.16 $ 0.11

Basic earnings per unit $ 3.07 $ 2.41 $ 1.17

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollar amounts in thousands unless otherwise stated)

The following table provides details of the calculation of diluted earnings per unit of the Operating Partnership for the three years ended December 31:

2025 2024 2023

Earnings per unit - diluted

Diluted earnings per unit

Net income from continuing operations $ 74,067 $ 340,860 $ 159,314

Net (income) loss from continuing operations attributable to NCI in consolidated affiliates — ( 510 ) 47

Net income from continuing operations available to unitholders $ 74,067 $ 340,350 $ 159,361

Net income from discontinued operations $ 406,346 $ 28,123 $ 19,181

Net loss (income) from discontinued operations attributable to NCI in consolidated affiliates 192 ( 4,492 ) ( 2,144 )

Net income from discontinued operations available to unitholders $ 406,538 $ 23,631 $ 17,037

Net income $ 480,413 $ 368,983 $ 178,495

Net income attributable to noncontrolling interests in consolidated affiliates ( 5,002 ) ( 2,097 ) ( 13,321 )

Net loss (income) attributable to NCI in consolidated affiliates 192 ( 5,002 ) ( 2,097 )

Net income available to unitholders $ 480,605 $ 363,981 $ 176,398

3 unchanged sentences

Performance shares, restricted shares and restricted stock units 183,081 362,352 401,351

Contingently issuable shares and units from special dividend 827,150 — —

Contingently issuable shares and units from special dividends 1,856,440 827,150 —

Denominator for diluted earnings per unit - adjusted weighted average units 158,709,766 152,095,503 151,067,195

Diluted earnings per unit attributable to Rayonier, L.P.:

$ 2.39 $ 1.17 $ 0.73

Continuing operations $ 0.47 $ 2.24 $ 1.05

Discontinued operations $ 2.56 $ 0.16 $ 0.11

Diluted earnings per unit $ 3.03 $ 2.39 $ 1.17

2025 2024 2023

16 unchanged sentences

200,000 200,000

2022 Incremental Term Loan borrowings due 2027

New Zealand subsidiary shareholder loan due 2026 at a fixed interest rate of 3.64 % (b)

22,683 25,453

New Zealand subsidiary shareholder loan due 2027 at a fixed interest rate of 6.48 % (b)

22,683 25,453

New Zealand subsidiary shareholder loan due 2025 at a fixed interest rate of 2.95 % (b)

19,442 21,817

Total principal debt 1,050,000 1,050,000

Current maturities of long-term debt ( 19,442 ) —

Current maturities of long-term debt, net of deferred financing costs of $ 18

( 199,982 ) —

Unamortized discounts ( 2,078 ) ( 2,431 )

Deferred financing costs ( 2,605 ) ( 3,159 )

Total long-term debt $ 1,089,770 $ 1,365,773

Total long-term debt, net $ 845,335 $ 1,044,410

(a) Reflects variable interest rates as of December 31, 2025 .

(b) Except for changes in the New Zealand foreign exchange rate, there have been no adjustments to the carrying value of the shareholder loans since inception.

Principal payments due during the next five years and thereafter are as follows:

2026 $ 200,000

Thereafter 450,000

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issued $ 450 million of 2.75 % Senior Notes due 2031, guaranteed by certain subsidiaries.

Semi-annual payments of interest only are due on these notes through maturity.

The Senior Notes due 2031 were sold at an issue price of 99.195 % of their face value, before underwriters discount.

Our net proceeds after deducting approximately $ 3.9 million of underwriting discounts and expenses, were approximately $ 442.5 million.

Semi-annual payments of interest are due on these notes through maturity.

The Senior Notes due 2031 were issued at 99.195 % of their face value.

Net proceeds, after deducting approximately $ 3.9 million of underwriting discounts and issuance costs, were approximately $ 442.5 million.

The discount and debt issuance costs are being amortized to interest expense over the term of the notes using the effective interest method.

1 unchanged sentence

We have entered into several credit agreements with CoBank, ACB, as administrative agent, and a syndicate of Farm Credit institutions.

Our various term credit facilities issued through the Farm Credit System provide for annual patronage payments, which are profit distributions made by the cooperative to its member-users based on the quantity or value of business done with the member-user.

All of our term credit agreements are benchmarked to Daily Simple SOFR plus a credit spread adjustment.

While all of our term credit facilities provide for variable interest rates based on a spread over Daily Simple SOFR, we have entered into multiple interest rate swap agreements to fix all of our variable rate exposure.

For each credit

Our term credit facilities provide for annual patronage payments, which are profit distributions made by the cooperative to its member-users.

We account for these payments as a reduction to interest expense in the period the amounts are earned and become reasonably estimable.

In August 2025, we amended and restated our credit agreements to extend the maturity of our Revolving Credit Facility (see "Revolving Credit Facility" below).

In connection with this amendment, the 0.1 % credit spread adjustment previously added to the facilities was merged into the base rate for our term loans and eliminated for the Revolving Credit Facility.

All of our term credit agreements are benchmarked to Daily Simple SOFR plus a fixed spread, subject to a pricing grid based on our leverage ratio.

Interest-only payments are due through maturity;

monthly for term loans and quarterly for the Revolving Credit Facility.

We utilize interest rate swap agreements to fix the variable-rate exposure on the entirety of our outstanding term debt.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

facility described below, we provide our estimated effective interest rate after consideration of estimated patronage payments and interest rate swaps.

The effective fixed interest rates provided below represent the contractual rate plus the impact of interest rate swaps, net of estimated patronage payments on the outstanding variable-rate debt as of December 31, 2025:

Debt Principal Balance Periodic Interest Rate Effective Fixed Interest Rate (a)

2015 Term Loan $ 200,000 Daily Simple SOFR + 1.60 %

2016 Incremental Term Loan 200,000 Daily Simple SOFR + 1.75 %

2021 Incremental Term Loan 200,000 Daily Simple SOFR + 1.92 %

(a) Effective interest rate is after consideration of interest rate swaps and estimated patronage.

2015 TERM LOAN AGREEMENT

In August 2015, we entered into a credit agreement with CoBank, ACB, as administrative agent, and a syndicate of Farm Credit institutions and other commercial banks to provide $ 550 million of credit facilities, including a nine-year $ 350 million term loan facility (“2015 Term Loan Facility”).

During the second half of 2024, we repaid $ 150 million of the principal balance on this loan.

In connection with the repayment, we recognized a loss on early extinguishment of debt of $ 0.2 million, representing the write-off of a proportional amount of the unamortized deferred financing costs.

The loss on early extinguishment of debt has been recorded in the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Interest and other miscellaneous income, net.” The periodic interest rate on the 2015 Term Loan Facility is subject to a pricing grid based on our leverage ratio, as defined in the Term Credit Agreement.

As of December 31, 2024, the periodic interest rate on the $ 200 million 2015 Term Loan Facility was Daily Simple SOFR plus 1.5 % plus a credit spread adjustment of 0.1 %.

Monthly payments of interest only are due on this loan through maturity.

We estimate the effective interest rate on this term loan facility to be approximately 2.0 % after consideration of the interest rate swaps and estimated patronage refunds.

For additional information on our interest rate swaps, see Note 8 — Derivative Financial Instruments and Hedging Activities .

2022 INCREMENTAL TERM LOAN AGREEMENT

In December 2022, we entered into an Incremental Term Loan Agreement to provide a five-year $ 250 million senior unsecured incremental term loan facility (“2022 Incremental Term Loan Facility”).

During the fourth quarter of 2023, we repaid $ 150 million of the principal balance on this loan.

In December 2024, the remaining $ 100 million principal balance was repaid.

We recognized a loss on early extinguishment of debt of $ 0.2 million , representing the write-off of unamortized deferred financing costs.

The loss on early extinguishment of debt has been recognized in the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Interest and other miscellaneous income, net.”

In August 2015, we entered into a $ 350 million term loan facility (“2015 Term Loan Facility”).

During 2024, we repaid $ 150 million of the principal balance, recognizing a $ 0.2 million loss on early extinguishment of debt for the proportional write-off of unamortized deferred financing costs.

This loss is recorded in the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other miscellaneous (expense) income, net.”

2016 INCREMENTAL TERM LOAN AGREEMENT

In April 2016, we entered into an Incremental Term Loan Agreement to provide a 10-year , $ 300 million term loan facility (“2016 Incremental Term Loan Facility”), of which $ 100 million was subsequently repaid.

The periodic interest rate on the 2016 Incremental Term Loan Facility is subject to a pricing grid based on our leverage ratio, as defined in the Incremental Term Loan Agreement.

As of December 31, 2024, the periodic interest rate on the $ 200 million 2016 Incremental Term Loan Facility was Daily Simple SOFR plus 1.65 % plus a credit spread adjustment of 0.1 %.

Monthly payments of interest only are due on this loan through maturity.

We estimate the effective interest rate on this term loan facility to be approximately 2.4 % after consideration of interest rate swaps and estimated patronage payments.

For additional information on our interest rate swaps, see Note 8 — Derivative Financial Instruments and Hedging Activities .

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollar amounts in thousands unless otherwise stated)

As of December 31, 2025, the $ 200 million outstanding balance is classified as a current maturity of long-term debt, net of deferred financing costs.

2021 INCREMENTAL TERM LOAN AGREEMENT

In June 2021, we entered into an Incremental Term Loan Agreement, which provided us the ability to make an advance of $ 200 million on or before June 1, 2022.

In January 2022, we made a $ 200 million draw on our 2021 Incremental Term Loan Facility.

The periodic interest rate on the 2021 Incremental Term Loan Facility is subject to a pricing grid based on our leverage ratio, as defined in the Incremental Term Loan Agreement.

As of December 31, 2024, the periodic interest rate on the 2021 Incremental Term Loan Facility was Daily Simple SOFR plus 1.55 % plus a credit spread adjustment of 0.1 %.

Monthly payments of interest only are due on this loan through maturity.

We estimate the effective interest rate on this term loan facility to be approximately 1.4 % after consideration of interest rate swaps and estimated patronage refunds.

For additional information on our interest rate swaps, see Note 8 — Derivative Financial Instruments and Hedging Activities .

In June 2021, we entered into an Incremental Term Loan Agreement providing for a $ 200 million draw, which was fully executed in January 2022.

REVOLVING CREDIT FACILITY

The periodic interest rate on the Revolving Credit Facility is subject to a pricing grid based on our leverage ratio, as defined in the Term Credit Agreement.

As of December 31, 2024, the periodic interest rate on the Revolving Credit Facility was Daily Simple SOFR plus 1.25 % plus a credit spread adjustment of 0.1 %, with an unused commitment fee of 0.175 %.

Monthly payments of interest only are due on this loan through maturity.

In August 2025, we amended and restated our credit agreement, primarily to extend the maturity date of the Revolving Credit Facility to August 2030 and to reduce the commitment from $ 300 million to $ 200 million.

In connection with the amendment, we recorded $ 0.8 million of deferred financing costs, which will be amortized to interest expense over the term of the extended credit agreement.

See Note 24 — Other Assets for additional information about deferred financing costs related to revolving debt.

During the year ended December 31, 2024, we made no borrowings or repayments on our Revolving Credit Facility.

At December 31, 2024, we had available borrowings of $ 293.0 million, net of $ 7.0 million to secure our outstanding letters of credit.

NEW ZEALAND SUBSIDIARY DEBT

WORKING CAPITAL FACILITY

In July 2024, the New Zealand subsidiary renewed its NZ$ 20 million working capital facility, extending its maturity date to June 30, 2025.

The facility is available for short-term operating cash flow needs of the New Zealand subsidiary.

This facility holds a variable interest rate indexed to the 90 -day New Zealand Bank Bill rate (“BKBM”).

The margins are set for the term of the facility.

During the year ended December 31, 2024, the New Zealand subsidiary made no borrowings or repayments on its working capital facility.

At December 31, 2024, there was no outstanding balance on the facility.

SHAREHOLDER LOANS

The New Zealand subsidiary has made capital distributions in the past to its partners on a pro rata basis to redeem certain equity interests, which were reinvested by the partners into shareholder loans to the New Zealand subsidiary.

Our capital distribution and portion of the shareholder loan are eliminated in consolidation.

The capital distribution to the minority shareholder and its reinvestment in the shareholder loan results in the recording of a loan payable by the New Zealand subsidiary.

Except for changes in the New Zealand foreign exchange rate, there have been no adjustments to the carrying value of the shareholder loans since its inception.

See Note 5 — Noncontrolling Interests for more information regarding the New Zealand subsidiary.

SHAREHOLDER LOAN DUE 2025

In September 2020, the New Zealand subsidiary recorded a loan payable in the amount of $ 23.3 million due in 2025 at a fixed interest rate of 2.95 %.

As of December 31, 2024, the outstanding balance is $ 19.4 million.

SHAREHOLDER LOAN DUE 2026

In July 2021, the New Zealand subsidiary recorded a loan payable in the amount of $ 28.1 million due in 2026 at a fixed interest rate of 3.64 %.

As of December 31, 2024, the outstanding balance is $ 22.7 million.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollar amounts in thousands unless otherwise stated)

SHAREHOLDER LOAN DUE 2027

In April 2022, the New Zealand subsidiary recorded a loan payable in the amount of $ 27.9 million due in 2027 at a fixed interest rate of 6.48 %.

As of December 31, 2024, the outstanding balance is $ 22.7 million.

As of December 31, 2025, the interest rate was Daily Simple SOFR plus 1.25 %, with an unused commitment fee of 0.175 %.

We had no borrowings outstanding and available capacity of $ 199.3 million, net of $ 0.7 million securing an outstanding letter of credit.

DEBT COVENANTS

In connection with our 2015 Term Loan Agreement, 2016 Incremental Term Loan Agreement, 2021 Incremental Term Loan Agreement and Revolving Credit Facility, customary covenants must be met, the most significant of which include interest coverage and leverage ratios.

The covenants listed below, which are the most significant financial covenants in effect as of December 31, 2024, are calculated on a trailing 12-month basis:

In connection with our 2015 Term Loan Agreement, 2016 Incremental Term Loan Agreement, 2021 Incremental Term Loan Agreement and Revolving Credit Facility, we are subject to certain restrictive covenants.

The most significant financial covenants, which are calculated on a trailing 12-month basis as of December 31, 2025, are summarized below:

Covenant Requirement Actual Ratio Favorable

1 unchanged sentence

Covenant debt to covenant net worth plus covenant debt shall not exceed 65 % 34 % 31 %

In addition to the financial covenants listed above, the Senior Notes due 2031, 2015 Term Loan Agreement, 2016 Incremental Term Loan Agreement, 2021 Incremental Term Loan Agreement, and Revolving Credit Facility include customary covenants that limit the incurrence of debt and the disposition of assets, among others.

At December 31, 2024, we were in compliance with all applicable covenants.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

In addition to the financial covenants listed above, our senior notes and credit facilities include customary covenants that limit the incurrence of debt and the disposition of assets, among others.

Prior to the sale of our New Zealand subsidiary, we obtained a consent agreement from our lenders providing a one-time modification to waive certain disposition-related covenants.

Consequently, the consideration received from the New Zealand disposition was excluded from our defined disposition limits.

At December 31, 2025, we were in compliance with all applicable covenants under our debt agreements.

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

We are exposed to market risk related to potential fluctuations in foreign currency exchange rates and interest rates.

We use derivative financial instruments to mitigate the financial impact of exposure to these risks.

Accounting for derivative financial instruments is governed by ASC Topic 815, Derivatives and Hedging , (“ASC 815”).

In accordance with ASC 815, we record our derivative instruments at fair value as either assets or liabilities in the Consolidated Balance Sheets.

Changes in the instruments’ fair value are accounted for based on their intended use.

Gains and losses on derivatives that are designated and qualify for cash flow hedge accounting are recorded as a component of accumulated other comprehensive income (“AOCI”) and reclassified into earnings when the hedged transaction materializes.

Gains and losses on derivatives that are designated and qualify for net investment hedge accounting are recorded as a component of AOCI and will not be reclassified into earnings until the investment is partially or completely liquidated.

The changes in the fair value of derivatives not designated as hedging instruments and those which are no longer effective as hedging instruments, are recognized immediately in earnings.

FOREIGN CURRENCY EXCHANGE AND OPTION CONTRACTS

Our New Zealand subsidiary’s domestic sales and operating expenses are predominately denominated in New Zealand dollars, while its export sales, shareholder distributions and ocean freight payments are predominately denominated in U.S.

To the extent New Zealand dollar costs exceed New Zealand dollar revenues (the “foreign exchange exposure”), the New Zealand subsidiary manages the foreign exchange exposure through the use of derivative financial instruments.

It typically hedges a portion of export sales receipts to cover 50 % to 90 % of the projected foreign exchange exposure for the following 12 months, up to 75 % for the forward 12 to 18 months and up to 50 % for the forward 18 to 24 months.

Additionally, it will occasionally hedge export sales receipts to cover up to 50 % of the foreign exchange exposure for the forward 24 to 36 months and up to 25 % of the foreign exchange exposure for the forward 36 to 48 months when the New Zealand dollar is at a cyclical low versus the U.S.

The New Zealand subsidiary’s trading operations typically hedge a portion of export sales receipts to cover the projected foreign exchange exposure for the following three months.

As of December 31, 2024, foreign currency exchange contracts and foreign currency option contracts had maturity dates through December 2027 and November 2027, respectively.

Foreign currency exchange and option contracts hedging foreign currency risk qualify for cash flow hedge accounting.

We may de-designate these cash flow hedge relationships in advance or at the occurrence of the forecasted transaction.

The portion of gains or losses on the derivative instrument previously in AOCI for de-designated hedges remains in AOCI until the forecasted transaction affects earnings.

Changes in the value of derivative instruments after de-designation are recorded in earnings.

Our financial results are subject to market risk from potential changes in interest rates.

To manage this exposure, we utilize derivative financial instruments.

We account for derivative financial instruments under ASC Topic 815, Derivatives and Hedging , (“ASC 815”), and record them at fair value as assets or liabilities in the Consolidated Balance Sheets.

The accounting for changes in their fair value depends on their intended use and designation.

Gains and losses on derivatives that are designated and qualify as cash flow hedges are recorded in accumulated other comprehensive income (“AOCI”) and subsequently reclassified into earnings when the hedged transaction affects earnings.

For derivatives not designated as hedges, changes in fair value are recognized immediately in earnings.

INTEREST RATE PRODUCTS

We are exposed to cash flow interest rate risk on our variable-rate debt and on anticipated debt issuances.

We use variable-to-fixed interest rate swaps and forward-starting interest rate swap agreements to hedge this exposure.

For these derivative instruments, we report the gains/losses from the fluctuations in the fair market value of the hedges in AOCI and reclassify them to earnings as interest expense in the same period in which the hedged interest payments affect earnings.

To the extent we de-designate or terminate a cash flow hedging relationship and the associated hedged item continues to exist, any unrealized gain or loss of the cash flow hedge at the time of de-designation remains in AOCI and is amortized using the straight-line method through interest expense over the remaining life of the hedged item.

To the extent the associated hedged item is no longer effective, the gain or loss is reclassified out of AOCI to earnings immediately.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollar amounts in thousands unless otherwise stated)

We are exposed to cash flow interest rate risk on our variable-rate debt.

To mitigate this exposure, we utilize variable-to-fixed interest rate swaps designated as cash flow hedges.

The gains or losses on these swaps are recorded in AOCI and subsequently reclassified to interest expense in the same period during which the hedged forecasted interest payments affect earnings.

Upon de-designation of a hedge, any remaining AOCI balance is reclassified into earnings over the original term of the forecasted transaction, provided the transaction remains probable of occurring.

If it is probable that the forecasted transaction will not occur by the end of the originally specified time period, the gain or loss in AOCI is reclassified into earnings immediately.

INTEREST RATE SWAPS

On December 27, 2024, we terminated and cash settled $ 100 million in notional value of our interest rate swaps, maturing in 2027, in connection with the repayment of $ 100 million outstanding under the 2022 Incremental Term Loan.

Upon termination of the swap, we received $ 0.9 million from our counterparty.

The termination resulted in a $ 1.6 million gain, which was recognized in earnings during the year ended December 31, 2024, within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Interest expense, net.” See Note 7 — Debt for additional information.

The following table contains information on the outstanding interest rate swaps as of December 31, 2025:

Outstanding Interest Rate Swaps (a)

Date Entered Into Term Notional Amount Related Debt Facility Fixed Rate of Swap Bank Margin on Debt (b) Total Effective Interest Rate (c)

Date Entered Into Term Notional Amount Related Debt Facility Fixed Rate of Swap Bank Margin on Debt Total Effective Interest Rate (b)

April 2016 10 years $ 100,000 2016 Incremental Term Loan 1.50 % 1.75 % 3.25 %

April 2016 10 years 100,000 2016 Incremental Term Loan 1.51 % 1.75 % 3.26 %

May 2021 (d) 7 years 200,000 2021 Incremental Term Loan 0.67 % 1.65 % 2.32 %

April 2020 (e) 4 years 100,000 2015 Term Loan 0.78 % 1.60 % 2.38 %

May 2020 (e) 4 years 50,000 2015 Term Loan 0.64 % 1.60 % 2.24 %

May 2023 (e) 4 years 50,000 2015 Term Loan 3.29 % 1.60 % 4.89 %

(a) All interest rate swaps have been designated as interest rate cash flow hedges and qualify for hedge accounting.

(b) Includes the SOFR Credit Spread Adjustment component of 0.1 %.

(d) Matured into an active interest rate swap on February 1, 2022.

(e) On August 1, 2024, our three forward-starting interest rate swaps with a total notional amount of $ 200 million matured into active interest rate swaps.

See Note 7 — Debt for additional information.

February 2022 7 years 200,000 2021 Incremental Term Loan 0.67 % 1.92 % 2.59 %

August 2024 4 years 100,000 2015 Term Loan 0.78 % 1.60 % 2.38 %

August 2024 4 years 50,000 2015 Term Loan 0.64 % 1.60 % 2.24 %

August 2024 4 years 50,000 2015 Term Loan 3.29 % 1.60 % 4.89 %

(a) All interest rate swaps are designated as cash flow hedges and qualify for hedge accounting.

(b) Rate is before estimated patronage payments.

The following table demonstrates the impact, gross of tax, of our derivatives on the Consolidated Statements of Income and Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023:

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Derivatives designated as cash flow hedges:

Foreign currency exchange contracts Other comprehensive (loss) income ($ 10,905 ) ($ 69 ) $ 5,093

Other operating (expense) income, net 1,104 7,522 ( 7,682 )

Foreign currency option contracts Other comprehensive (loss) income ( 3,677 ) 558 610

Other operating (expense) income, net ( 58 ) 446 —

Interest rate products Other comprehensive (loss) income 21,795 10,265 75,006

Interest rate products Other comprehensive income (loss), relating to continuing operations ($ 3,830 ) $ 21,795 $ 10,265

Interest expense, net ( 17,773 ) ( 28,406 ) ( 26,311 )

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During the next 12 months, the amount of the AOCI balance, net of tax, expected to be reclassified into earnings is a gain of approximately $ 9.9 million.

The following table contains details of the amounts expected to be reclassified into earnings:

The following table provides details of the amounts expected to be reclassified into earnings:

Amount expected to be reclassified into earnings in next 12 months

Derivatives designated as cash flow hedges:

Foreign currency exchange contracts ($ 2,762 )

Foreign currency option contracts ( 497 )

Interest rate products (a) $ 9,884

Total estimated gain on derivatives contracts $ 9,884

(a) These reclassified amounts are expected to fully offset variable interest rate payments made to debt holders, resulting in no net impact on our earnings or cash flows.

(a) These reclassified amounts are expected to perfectly offset variable interest rate payments to debt holders, resulting in no net impact on our earnings or cash flows.

The following table contains the notional amounts of the derivative financial instruments recorded in the Consolidated Balance Sheets at December 31, 2025 and 2024:

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Derivatives designated as cash flow hedges:

Foreign currency exchange contracts $ 127,600 $ 122,700

Foreign currency option contracts 132,000 98,000

Interest rate swaps $ 600,000 $ 600,000

Forward-starting interest rate swaps — 200,000

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollar amounts in thousands unless otherwise stated)

The following table contains the fair values of the derivative financial instruments recorded in the Consolidated Balance Sheets at December 31, 2025 and 2024.

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Derivatives designated as cash flow hedges:

Foreign currency exchange contracts Other current assets — $ 1,175

Other assets — 2,405

Other current liabilities ( 3,837 ) ( 664 )

Other non-current liabilities ( 3,048 ) —

Foreign currency option contracts Other current assets 170 342

Other assets 1,023 2,158

Other current liabilities ( 860 ) ( 139 )

Other non-current liabilities ( 2,497 ) ( 789 )

Interest rate swaps Other current assets — 5,742

Other assets 49,353 37,983

Other non-current liabilities — ( 546 )

Forward-starting interest rate swaps Other assets — 12,790

Other non-current liabilities — ( 8 )

Total derivative contracts:

Interest rate swaps

Other current assets $ 1,404 —

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Total derivative assets $ 26,842 $ 49,353

Other current liabilities ( 4,697 ) ( 803 )

Other non-current liabilities ($ 23 ) —

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OFFSETTING DERIVATIVES

Derivative financial instruments are presented at their gross fair values in the Consolidated Balance Sheets.

Our derivative financial instruments are not subject to master netting arrangements, which would allow the right of offset.

We present derivative financial instruments at their gross fair values in the Consolidated Balance Sheets.

These instruments are not subject to master netting arrangements that would permit the right of offset.

RAYONIER INC.

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Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following table presents the carrying amount and estimated fair values of our financial instruments at December 31, 2024 and 2023, using market information and what we believe to be appropriate valuation methodologies under GAAP:

The following table presents the carrying amount and estimated fair values of our financial instruments at December 31, 2025 and 2024, using market information valuation methodologies we believe are appropriate under GAAP:

December 31, 2025 December 31, 2024

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Interest rate swaps (d) 26,819 — 26,819 49,353 — 49,353

Forward-starting interest rate swaps (d) — — — 12,782 — 12,782

Foreign currency exchange contracts (d) ( 6,885 ) — ( 6,885 ) 2,916 — 2,916

Foreign currency option contracts (d) ( 2,164 ) — ( 2,164 ) 1,572 — 1,572

Noncontrolling interests in the Operating Partnership (e) 40,463 — 36,435 51,843 — 51,843

(a) We did not have Level 3 assets or liabilities at December 31, 2025 and 2024.

(b) Restricted cash represents proceeds from like-kind exchange sales deposited with a third-party intermediary and cash held in escrow.

(b) Restricted cash includes proceeds from like-kind exchange sales held by a third-party intermediary and cash held in escrow.

See Note 22 — Restricted Cash for additional information.

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(d) See Note 9 — Derivative Financial Instruments and Hedging Activities for information regarding the Consolidated Balance Sheets classification of our derivative financial instruments.

(e) Noncontrolling interests in the Operating Partnership is neither an asset nor liability and is classified as temporary equity in the Company’s Consolidated Balance Sheets.

This relates to the ownership of Rayonier, L.P.

units by various individuals and entities other than the Company.

(e) Noncontrolling interests in the Operating Partnership, representing ownership of Rayonier, L.P.

units by parties other than the Company, are classified as temporary equity and are neither assets nor liabilities on the Company’s Consolidated Balance Sheets.

See Note 6 — Noncontrolling Interests for additional information.

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Cash and cash equivalents and Restricted cash — The carrying amount is equal to fair market value.

Debt — The fair value of fixed rate debt is based upon quoted market prices for debt with similar terms and maturities.

The variable rate debt adjusts with changes in the market rate, therefore the carrying value approximates fair value.

Debt — The fair value of fixed-rate debt is determined using quoted market prices for debt with comparable terms and maturities.

For variable-rate debt, the carrying value approximates fair value as the interest rate adjusts with market changes.

Interest rate swap agreements — The fair value of interest rate contracts is determined by discounting the expected future cash flows for each instrument at prevailing interest rates.

Foreign currency exchange contracts — The fair value of foreign currency exchange contracts is determined by a mark-to-market valuation, which estimates fair value by discounting the difference between the contracted forward price and the current forward price for the residual maturity of the contract using a risk-free interest rate.

Noncontrolling interests in the Operating Partnership — The fair value of noncontrolling interests in the Operating Partnership is determined by using the period-end closing price of Rayonier Inc.

common shares.

RAYONIER INC.

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(Dollar amounts in thousands unless otherwise stated)

Foreign currency option contracts — The fair value of foreign currency option contracts is based on a mark-to-market calculation using the Black-Scholes option pricing model.

Noncontrolling interests in the Operating Partnership — The fair value of noncontrolling interests in the Operating Partnership is determined based on the period-end closing price of Rayonier Inc.

common shares.

At December 31, 2025, the future minimum payments under non-cancellable commitments were as follows:

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See Note 13 — Environmental and Natural Resource Damage Liabilities for additional information.

(b) Primarily consisting of payments expected to be made on our Wildlight and Heartwood development projects.

(c) Commitments include payments expected to be made on financial instruments (foreign exchange contracts) and other purchase obligations.

(b) Real Estate projects primarily consist of payments expected to be made on our Wildlight and Heartwood development projects.

CONTINGENCIES

We have been named as a defendant in various lawsuits and claims arising in the normal course of business.

While we have procured reasonable and customary insurance covering risks normally occurring in connection with our businesses, we have in certain cases retained some risk through the operation of large deductible insurance plans, primarily in the areas of executive risk, property, automobile and general liability.

These pending lawsuits and claims, either individually or in the aggregate, are not expected to have a material adverse effect on our financial position, results of operations, or cash flow.

While we maintain reasonable and customary insurance covering risks normally occurring in connection with our businesses, we have in certain cases retained some risk through the operation of large deductible insurance plans, primarily in the areas of executive risk, property, automobile and general liability.

Except as discussed in Note 13 — Environmental and Natural Resource Damage Liabilities , these pending lawsuits and claims, either individually or in the aggregate, are not expected to have a material adverse effect on our financial position, results of operations, liquidity, or cash flows.

RAYONIER INC.

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ENVIRONMENTAL AND NATURAL RESOURCE DAMAGE LIABILITIES

Various federal and state environmental laws in the states in which we operate place cleanup or restoration liability on the current and former owners of affected real estate.

These laws are often a source of “strict liability,” meaning that an owner or operator need not necessarily have caused, or even been aware of, the release of contaminated materials.

Similarly, there are certain environmental laws that allow state, federal, and tribal trustees (collectively, the “Trustees”) to bring suit against property owners to recover damage for injuries to natural resources.

Like the liability that attaches to current property owners in the cleanup context, liability for natural resource damages (“NRD”) can attach to a property simply because an injury to natural resources resulted from releases of contaminated materials on or from the owner’s property, regardless of culpability for the release.

Federal and state environmental laws in our operating areas hold current and former property owners liable for cleanup or restoration.

These laws often impose “strict liability,” meaning owners or operators didn’t necessarily cause, and may not have even been aware of, the release of contaminated materials.

Similarly, certain environmental laws allow state, federal, and tribal trustees (collectively, the “Trustees”) to bring suit against property owners for natural resource damages (“NRD”) resulting from releases of contaminants on or from their property, regardless of culpability for the release.

Like cleanup liability, NRD liability can attach to property due to such contamination.

Changes in environmental and NRD liabilities from December 31, 2024 to December 31, 2025 are shown below:

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As a result of this analysis, we increased the accrual for environmental and NRD liabilities by $ 5.7 million , which are recorded on an undiscounted basis.

It is expected that the upland mill site cleanup and NRD restoration will occur over the next one to two years , while the monitoring of the Port Gamble Bay, mill site and landfills will continue for an additional 15 to 20 years.

Upland mill site cleanup activities have been completed, and we anticipate that NRD restoration will be completed within the next year.

Monitoring activities associated with the Port Gamble Bay, mill site, and landfills will continue for an additional 15 to 20 years.

NRD costs are subject to change as the restoration projects progress.

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Financial Commitments (a) Maximum Potential

Standby letters of credit (b) $ 6,996

Standby letter of credit (b) $ 650

Surety bonds (c) 39,981

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The guarantees are not subject to measurement, as the guarantees are dependent on our own performance.

(b) Approximately $ 6.3 million of the standby letters of credit serve as credit support for real estate construction in our Wildlight development project.

The remaining letter of credit supports various insurance related agreements.

These letters of credit will expire at various dates during 2025 and will be renewed as required.

(c) Surety bonds are issued primarily to secure performance obligations related to various operational activities and to provide collateral for our Wildlight development project in Nassau County, Florida and our Heartwood development project in Richmond Hill, Georgia.

These surety bonds expire at various dates during 2025, 2026, and 2027 and are expected to be renewed as required.

(b) The letter of credit supports various insurance related agreements.

This letter of credit will expire in 2026 and will be renewed as required.

(c) Surety bonds primarily secure performance obligations for various operational activities and provide collateral for our Wildlight (Nassau County, Florida) and Heartwood (Richmond Hill, Georgia) development projects, as well as environmental remediation activities at Port Gamble (Kitsap County, Washington).

These bonds provide financial assurance to regulatory agencies and municipalities that we will complete specified infrastructure and restoration work.

Our surety bonds expire at various dates through 2028 and are expected to be renewed as required to meet ongoing obligations.

RAYONIER INC.

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Intersegment transfers 9,315 — 9,315

Other (c) ( 7,048 ) — ( 7,048 )

Total Balance at December 31, 2025

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See Note 16 — Inventory for additional information.

(b) Capitalized real estate development investments includes $ 0.7 million of capitalized interest and $ 7.8 million of parcel real estate development investments.

(b) Capitalized real estate development investments include $ 1.0 million of capitalized interest and $ 5.7 million of parcel real estate development investments.

Parcel real estate development investments represent investments made for specific lots and/or commercial parcels that are currently under contract or expected to be ready for market within one year.

As of December 31, 2024 and 2023, our inventory consisted entirely of finished goods, as follows:

Finished goods inventory

Real estate inventory (a) $ 29,608 $ 26,338

Log inventory 2,564 4,490

Carbon unit inventory (b) 169 189

Total inventory $ 32,341 $ 31,017

(a) Represents the cost of HBU real estate (including capitalized development investments) expected to be sold as well as the cost of HBU real estate deferred until post-closing obligations are satisfied.

See Note 14 — Higher and Better Use Timberlands and Real Estate Development Investments for additional information.

(b) Represents the basis in New Zealand carbon units intended to be sold in the next 12 months.

See Note 1 — Summary of Significant Accounting Policies and Note 23 — Other Assets for additional information on carbon credits.

(c) Other includes a $ 7.0 million non-cash asset impairment charge recognized on certain Higher and Better Use Timberland assets located in Washington, which were acquired in the 2020 merger with Pope Resources.

The Company identified indicators of impairment, principally observed decreases in the market value of the underlying real property assets.

Following a long-lived asset impairment analysis, it was determined that the carrying value of these assets exceeded their estimated fair value.

This impairment charge is measured as the amount by which the carrying value of the impaired assets exceeded their estimated fair value.

The estimated fair value was determined using a discounted future cash flow model (a Level 3 fair value measurement), incorporating updated market-based assumptions as of the measurement date.

RAYONIER INC.

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(Dollar amounts in thousands unless otherwise stated)

As of December 31, 2025 and 2024, our inventory consisted entirely of finished goods, as follows:

Finished goods inventory

Real estate inventory (a) $ 6,834 $ 29,608

Log inventory — 1,271

Total inventory $ 6,834 $ 30,879

(a) Represents the cost of HBU real estate expected to be sold, including capitalized development investments.

See Note 15 — Higher and Better Use Timberlands and Real Estate Development Investments for additional information.

TIMBERLAND LEASES

timberland leases typically have initial terms of approximately 30 to 65 years, with renewal provisions in some cases.

New Zealand timberland lease terms typically range between 30 and 99 years.

New Zealand lease arrangements generally consist of Crown Forest Licenses (“CFLs”), forestry rights and land leases.

A CFL is a license arrangement to use government or privately owned lands to operate a commercial forest.

CFLs generally extend indefinitely and may only be terminated upon a 35 -year termination notice.

If no termination notice is given, the CFLs renew automatically each year for a one-year term.

Alternatively, some CFLs extend for a specific term.

Once a CFL is terminated, we may be able to obtain a forestry right from the subsequent owner.

A forestry right is a license arrangement with a private entity to use their lands to operate a commercial forest.

Forestry rights terminate either upon the issuance of a termination notice (which can last 35 to 45 years), completion of harvest, or a specified termination date.

As of December 31, 2024, the New Zealand subsidiary has three CFLs comprising 11,000 gross acres or 8,000 net plantable acres under termination notice that are being relinquished as harvest activities are concluded, as well as two fixed-term CFLs comprising 3,000 gross acres or 2,000 net plantable acres expiring in 2062.

Additionally, the New Zealand subsidiary has two forestry rights comprising 31,000 gross acres or 3,000 net plantable acres under termination notice that are being relinquished as harvest activities are concluded.

Our timberland leases typically have initial terms of approximately 30 to 65 years, with renewal provisions in some cases.

OTHER NON-TIMBERLAND LEASES

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Significant leased properties include a regional office in Lufkin, Texas.

a Pacific Northwest Timber office in Hoquiam, Washington and a New Zealand Timber and Trading headquarters in Auckland, New Zealand.

LEASE MATURITIES, LEASE COST AND OTHER LEASE INFORMATION

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(a) The majority of timberland leases are subject to increases or decreases based on either the Consumer Price Index, Producer Price Index or market rates.

(b) Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet.

Lease expense for these leases are expensed on a straight line basis over the lease term.

(b) Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet.Related costs are recognized on a straight line basis over the lease term.

Short-term lease expense was not material for the year ended December 31, 2025.

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(Dollar amounts in thousands unless otherwise stated)

The following table details components of our lease cost for the years ended December 31, 2024, 2023 and 2022:

The following table provides supplemental cash flow information related to leases for the years ended December 31, 2025, 2024 and 2023:

Year Ended December 31,

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2025 2024 2023

Gain (loss) on foreign currency remeasurement, net of cash flow hedges $ 1,270 ($ 8,458 ) ($ 5,251 )

Gain on sale or disposal of property, plant & equipment 13 37 40

Costs related to disposition initiatives (a) ( 1,597 ) — —

(Loss) gain on sale or disposal of property, plant & equipment ($ 51 ) $ 13 $ 37

Costs related to the merger with PotlatchDeltic (a) ( 6,303 ) — —

Restructuring charges (b) ( 1,110 ) ( 1,139 ) —

Equity income related to Bainbridge Landing LLC joint venture (c) 830 — 15,477

Miscellaneous (expense) income, net ( 654 ) 115 ( 562 )

Costs related to disposition initiatives (c) — ( 849 ) —

Miscellaneous income, net 209 174 5

($ 7,255 ) ($ 1,801 ) $ 42

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

(a) Costs related to the merger with PotlatchDeltic include legal, accounting, due diligence, consulting and other costs related to the merger with PotlatchDeltic, which subsequently closed on January 30, 2026.

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

(c) See Note 5 — Noncontrolling Interests for additional information regarding income from our Bainbridge Landing LLC joint venture.

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

RAYONIER INC.

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EMPLOYEE BENEFIT PLANS

We had one qualified non-contributory defined benefit pension plan covering a portion of our employees and an unfunded plan that provided benefits in excess of amounts allowable under current tax law in the qualified plans.

We closed enrollment in the pension plans to salaried employees hired after December 31, 2005.

Effective December 31, 2016, we froze benefits for all employees participating in the pension plan.

In lieu of the pension plan, we provide those employees with an enhanced 401(k) plan match consistent with what is currently provided to employees hired after December 31, 2005.

Employee benefit plan liabilities are calculated using actuarial estimates and management assumptions.

These estimates are based on historical information, along with certain assumptions about future events.

Changes in assumptions, as well as changes in actual experience, could cause the estimates to change.

DEFINED BENEFIT PLAN

In December 2022, the Rayonier Board of Directors authorized the termination of its Defined Benefit Plan.

Affected participants were notified of the termination and provided with alternative distribution options.

The Defined Benefit Plan was terminated on February 28, 2023.

During the fourth quarter of 2023, lump sum distributions were made to participants who elected that option.

The remaining plan liabilities were settled in March 2024 through the purchase of annuity contracts from a third-party insurance provider.

In connection with the plan’s termination, we made a cash contribution of $ 2.7 million to fully fund the plan.

Additionally, a pre-tax non-cash pension settlement charge of $ 5.7 million was recognized as a component of AOCI due to actuarial losses.

UNFUNDED PLAN

In July 2023, the Rayonier Board of Directors authorized the termination of the unfunded plan and distribution of all benefits in accordance with Section 409A of the Internal Revenue Code.

The unfunded plan was terminated on July 31, 2023, and settled in the third quarter of 2024 with lump sum cash payments of $ 1.2 million.

A pre-tax non-cash pension settlement charge related to the actuarial losses was recognized as a component of AOCI.

See Note 24 — Accumulated Other Comprehensive (Loss) Income for additional information.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollar amounts in thousands unless otherwise stated)

We previously sponsored a qualified non-contributory defined benefit pension plan and an unfunded excess benefit plan, both of which have been terminated and fully settled.

The Defined Benefit Plan was settled in March 2024 through the purchase of annuity contracts.

In connection with the plan’s settlement, we made a cash contribution of $ 2.7 million to fully fund the plan.

Additionally, a pre-tax non-cash pension settlement charge of $ 5.7 million was recognized as a component of AOCI due to actuarial losses in the year ended December 31, 2024.

The unfunded plan was settled in the third quarter of 2024 with lump sum cash payments of $ 1.2 million.

A pre-tax non-cash pension settlement charge related to the actuarial losses was recognized in 2024 as a component of AOCI.

See Note 25 — Accumulated Other Comprehensive Income (Loss) for additional information.

The following tables set forth the change in the projected benefit obligation and plan assets and reconcile the funded status and the amounts recognized in the Consolidated Balance Sheets for the pension and postretirement benefit plans for the two years ended December 31:

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Interest cost — 535 76 70

Actuarial (gain) loss ( 5,046 ) 4,356 ( 145 ) 10

Actuarial gain — ( 5,046 ) ( 7 ) ( 145 )

Benefits paid — ( 742 ) ( 16 ) ( 15 )

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Amounts Recognized in the Consolidated Balance Sheets

Current liabilities — ($ 8,392 ) ($ 57 ) ($ 52 )

Noncurrent liabilities — — ( 1,347 ) ( 1,439 )

Current liabilities (a) — — ($ 63 ) ($ 57 )

Non-current liabilities (a) — — ( 1,397 ) ( 1,347 )

Net amount recognized — — ($ 1,460 ) ($ 1,404 )

For pension and postretirement plans with accumulated benefit obligations in excess of plan assets, the following table sets forth the projected and accumulated benefit obligations and the fair value of plan assets for the two years ended December 31:

Projected benefit obligation — $ 63,142

Accumulated benefit obligation — 63,142

Accumulated postretirement benefit obligation 1,404 1,491

Fair value of plan assets — 54,750

(a) Current postretirement benefit plan liabilities are recorded within “Accrued payroll and benefits,” while non-current liabilities are recorded within “Other non-current liabilities” on the Consolidated Balance Sheets.

RAYONIER INC.

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(Dollar amounts in thousands unless otherwise stated)

For postretirement plans with accumulated benefit obligations in excess of plan assets, the following table sets forth the accumulated benefit obligations and the fair value of plan assets for the two years ended December 31:

Accumulated postretirement benefit obligation $ 1,460 $ 1,404

Fair value of plan assets — —

OTHER COMPREHENSIVE INCOME (LOSS)

Net gains or losses recognized in other comprehensive income (loss) for the three years ended December 31 are as follows:

Net gains and losses recognized in other comprehensive income (loss) for the three years ended December 31 are as follows:

Pension Postretirement

1 unchanged sentence

Net gains (losses) — $ 5,106 ($ 1,438 ) $ 7 $ 145 ($ 11 )

Net gains or losses reclassified from other comprehensive income (loss) and recognized as a component of pension and postretirement expense for the three years ended December 31 are as follows:

Net gains and losses reclassified from other comprehensive income (loss) and recognized as a component of pension and postretirement expense for the three years ended December 31 are as follows:

Pension Postretirement

2025 2024 2023 2025 2024 2023

Amortization of losses $ 1 $ 6 $ 738 — — $ 15

Amortization of losses (gains) — $ 1 $ 6 ($ 6 ) — —

Net settlement loss — 5,816 2,036 — — —

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (“AOCI”)

Net losses that have not yet been included in pension and postretirement expense for the two years ended December 31, but have been recognized as a component of AOCI are as follows:

Net gains that have not yet been included in pension and postretirement expense for the two years ended December 31, but have been recognized as a component of AOCI are as follows:

Pension Postretirement

2025 2024 2025 2024

Net (losses) income — ($ 10,923 ) $ 230 $ 85

Deferred income tax benefit — 1,216 — 6

Net gains — — $ 232 $ 230

AOCI — — $ 232 $ 230

NET PENSION AND POSTRETIREMENT BENEFIT COST (CREDIT)

The following tables set forth the components of net pension and postretirement benefit cost (credit) that have been recognized during the three years ended December 31:

NET PENSION AND POSTRETIREMENT BENEFIT COST

The following tables set forth the components of net pension and postretirement benefit cost that have been recognized during the three years ended December 31:

Pension Postretirement

2025 2024 2023 2025 2024 2023

Components of Net Periodic Benefit Cost (Credit)

Components of Net Periodic Benefit Cost

Service cost — — — $ 3 $ 3 $ 4

1 unchanged sentence

Expected return on plan assets — ( 542 ) ( 3,439 ) — — —

Amortization of losses 1 6 738 — — 15

Amortization of losses (gains) — 1 6 ( 6 ) — —

Settlement expense

— 5,816 2,036 — — —

Net periodic benefit cost (credit) $ 5,810 $ 1,977 ($ 314 ) $ 73 $ 74 $ 73

Net periodic benefit cost — $ 5,810 $ 1,977 $ 73 $ 73 $ 74

The service cost component of our benefit expense is recorded within the operating expense line item “Selling and general expenses” within the Consolidated Statements of Income and Comprehensive Income (Loss).

All other components of the benefit costs expense are included within the “Interest and other miscellaneous income, net” line item of the Consolidated Statements of Income and Comprehensive Income (Loss).

All other components of the benefit costs expense are included within the “Other miscellaneous (expense) income, net” line item of the Consolidated Statements of Income and Comprehensive Income (Loss).

RAYONIER INC.

9 unchanged sentences

Assumptions used to determine benefit obligations at December 31:

Discount rate N/A 4.99 % 4.96 % 5.49 % 4.81 % 5.01 %

Discount rate N/A N/A 4.99 % 5.42 % 5.49 % 4.81 %

Assumptions used to determine net periodic benefit cost for years ended December 31:

Discount rate 5.00 % 4.96 % 2.65 % 4.81 % 5.01 % 2.75 %

Expected long-term return on plan assets 4.97 % 4.97 % 4.97 % — — —

INVESTMENT OF PLAN ASSETS

Our Pension and Savings Plan Committee and the Audit Committee of the Board of Directors oversaw the pension plans’ investment program, which was designed to maximize returns and provide sufficient liquidity to meet plan obligations while maintaining acceptable risk levels.

The investment approach emphasized diversification by allocating the plans’ assets among asset categories and selecting investment managers whose various investment methodologies would be minimally correlative with each other.

Our pension plans’ asset allocation (excluding short-term investments) at December 31, 2024 and 2023 are as follows:

Percentage of

Asset Category 2024 2023

Domestic equity securities — 15 %

International equity securities — 9 %

Domestic fixed income securities — 75 %

Real estate fund — 1 %

Total (a) — 100 %

(a) As of December 31, 2024 all plan assets were distributed as part of the previously discussed plan settlements.

Investments within the equity categories may include large capitalization, small capitalization and emerging market securities.

Pension assets did not include a direct investment in Rayonier common shares during the years ended December 31, 2024 and 2023.

NET ASSET VALUE MEASUREMENTS

Separate investment accounts are measured using the unit value calculated based on the Net Asset Value (“NAV”) of the underlying assets.

The NAV is based on the fair value of the underlying investments held by each fund less liabilities divided by the units outstanding as of the valuation date.

These funds are not publicly traded;

however, the unit price calculation is based on observable market inputs of the funds’ underlying assets.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollar amounts in thousands unless otherwise stated)

The following table sets forth the net asset value of the plan assets as of December 31, 2024 or 2023:

Asset Category December 31, 2024 December 31, 2023

Investments at Net Asset Value:

Separate Investment Accounts (a) — $ 54,750

Total Investments at Net Asset Value — $ 54,750

(a) As of December 31, 2024 all plan assets were distributed as part of the previously discussed plan settlements.

Discount rate N/A 5.00 % 4.96 % 5.49 % 4.81 % 5.01 %

Expected long-term return on plan assets N/A 4.97 % 4.97 % N/A N/A N/A

Disclosures regarding the investment of plan assets and net asset value measurements are not presented as the plans held no assets as of December 31, 2025 and 2024.

Our expected benefit payments to be made for the next 10 years are as follows:

Benefits Postretirement

Postretirement

2031-2035 467

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INCENTIVE STOCK PLANS

The 2023 Rayonier Incentive Stock Plan (the “Stock Plan”) was approved by shareholders on May 18, 2023.

The Stock Plan allows for up to 3.0 million shares to be granted for options, rights, performance shares, restricted stock, restricted stock units, other stock-based awards or any combination of the foregoing, subject to certain limitations.

At December 31, 2024, a total of 2.0 million shares were available for future grants under the Stock Plan.

Grants can no longer be made under prior plans.

Under the Stock Plan, shares available for issuance may be increased by awards made under the Stock Plan, or awards granted under a prior plan, that are forfeited, terminated, expire unexercised, are settled in cash in lieu of stock, are exchanged for other awards or are released from a reserve for failure to meet the maximum payout under a program.

In the event that withholding tax liabilities arising from an award under this Stock Plan, other than options or stock appreciation rights, are satisfied in shares, the shares available under the Stock Plan will be increased.

We issue new common shares upon the exercise of stock options, the granting of restricted stock, and the vesting of performance shares and restricted stock units.

The Stock Plan allows for the cash settlement of the required withholding tax on share or unit awards.

Approved by shareholders on May 18, 2023, the 2023 Rayonier Incentive Stock Plan (the “Stock Plan”) authorizes up to 3.0 million shares for equity-based awards.

At December 31, 2025, 1.6 million shares remained available for future grants.

The Stock Plan provides for the reuse of shares from forfeited or cancelled awards, including those withheld for taxes, and allows for new common shares to be issued upon exercise or vesting.

No further grants may be made under prior plans.

The Company recognizes compensation expense on a straight-line basis over the requisite service period or retirement eligibility and accounts for forfeitures as they occur.

A summary of our stock-based incentive compensation cost is presented below:

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Timber and Timberlands, net (a) 264 332 306

Other operating expense, net 175 — —

Total stock-based incentive compensation $ 11,004 $ 14,232 $ 14,002

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RESTRICTED STOCK UNITS & RESTRICTED STOCK

Restricted stock units granted to employees under the Stock Plan generally vest in fourths on the first, second, third and fourth anniversary of the grant date.

Periodically, other one-time restricted stock unit grants are issued to employees for special purposes, such as new hire, promotion or retention, and can vest ratably over, or upon completion of, a defined period of time.

Holders of unvested restricted stock and restricted stock unit awards receive dividend equivalent payments on outstanding awards.

Members of the board of directors are granted restricted stock, which vests immediately upon issuance and is subject to certain holding requirements.

The fair value of each share granted is equal to the share price of the Company’s stock on the date of grant.

We have elected to value each grant in total and recognize the expense on a straight-line basis over the requisite service period, which is the vesting period from the grant date of the award to the latest vesting date or is based on retirement eligibility.

As permitted, we do not estimate a forfeiture rate for non-vested shares.

Accordingly, unexpected forfeitures will lower stock-based incentive compensation during the period in which they occur.

Restricted stock units granted to employees generally vest ratably over four years.

Special purpose restricted stock units may be granted with alternative vesting schedules based on defined service periods or retirement eligibility.

Holders of unvested restricted stock and restricted stock unit awards receive dividend equivalent payments.

Restricted stock granted to the Board of Directors vests immediately upon issuance and is subject to specific holding requirements.

The fair value of restricted stock units and restricted stock is based on the Company’s stock price on the grant date.

As of December 31, 2025, there was $ 6.9 million of unrecognized compensation cost attributable to our restricted stock units.

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Cash used to purchase common shares from current and former employees to pay withholding tax requirements on restricted shares vested — 20 208

(a) Intrinsic value of restricted stock outstanding is based on the market price of the Company’s stock at December 31, 2023 and 2022.

(a) Intrinsic value of restricted stock outstanding is based on the market price of the Company’s stock at December 31, 2023.

Shares Weighted

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PERFORMANCE SHARE UNITS

Our performance share units generally vest upon completion of a three-year period.

The number of shares, if any, that are ultimately awarded is contingent upon our total shareholder return versus selected peer group companies.

The performance share payout is based on a market condition, and as such, the awards are valued using a Monte Carlo simulation model.

The model generates the fair value of the award at the grant date, which is then recognized as expense on a straight-line basis over the requisite service period, which is the vesting period from the grant date of the award to the latest vesting date or is based on retirement eligibility.

Additionally, we do not estimate a forfeiture rate for non-vested units.

As such, unexpected forfeitures will lower stock-based incentive compensation during the period in which they occur.

Performance share units generally vest after a three-year performance period, with the final payout contingent upon total shareholder return relative to a selected peer group.

Because the payout is based on a market condition, the grant-date fair value is determined using a Monte Carlo simulation model.

As of December 31, 2025, there was $ 5.1 million of unrecognized compensation cost related to our performance share unit awards, which is attributable to awards granted in 2023, 2024 and 2025.

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Outstanding Performance Share units at December 31, 487,361 $ 34.92

Expected volatility was estimated using daily returns on the Company’s common shares for the three-year period ending on the grant date.

The risk-free rate was based on the 3-year U.S.

Treasury rate on the date of the award.

The dividend yield was not used to calculate fair value as awards granted receive dividend equivalents.

Grants made to Vice Presidents and above are subject to a one-year post-vest holding period and include an additional discount for liquidity.

Expected volatility is based on the Company’s historical daily returns over a three-year period, and the risk-free rate is derived from the 3-year U.S.

Treasury rate at the grant date.

Dividend yields are excluded from the fair value calculation as awards receive dividend equivalents.

A liquidity discount is applied to grants for Vice Presidents and above due to a one-year post-vest holding period.

The following table provides an overview of the assumptions used in calculating the fair value of the awards granted for the three years ended December 31:

9 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

NON-QUALIFIED EMPLOYEE STOCK OPTIONS

The exercise price of each non-qualified stock option granted under the Stock Plan is equal to the closing market price of the Company’s stock on the grant date.

Under the Stock Plan, the maximum term is 10 years from the grant date.

A summary of the status of our stock options as of and for the year ended December 31, 2024 is presented below:

Shares Weighted

Average Exercise

(per common share) Weighted

Contractual Term

(in years) Aggregate

Options outstanding at January 1, 24,724 $ 31.83

Exercised — —

Cancelled or expired ( 24,724 ) 31.83

Options outstanding at December 31, — — — —

Options exercisable at December 31, — — — —

A summary of additional information pertaining to our stock options is presented below:

2024 2023 2022

Intrinsic value of options exercised (a) — $ 2 $ 300

Cash received from exercise of options — 75 2,466

(a) Intrinsic value of options exercised is the amount by which the fair value of the stock on the exercise date exceeded the exercise price of the option.

As of December 31, 2024, compensation cost related to stock options was fully recognized.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollar amounts in thousands unless otherwise stated)

Rayonier is a REIT under the Internal Revenue Code and therefore generally does not pay U.S.

federal or state income tax.

Rayonier is a REIT under the Internal Revenue Code and generally is not subject to U.S.

federal or state income tax on income distributed to shareholders.

As of December 31, 2025, Rayonier owns a 99.0 % int erest in the Operating Partnership and conducts substantially all of its timberland operations through the Operating Partnership.

The taxable income or loss generated by the Operating Partnership is passed through and reported to its unitholders (including the Company) on a Schedule K-1 for inclusion in each unitholder’s income tax return.

Certain operations, including log trading and certain real estate activities, such as the entitlement, development and sale of HBU properties, are conducted through our TRS.

The TRS subsidiaries are subject to U.S.

federal and state corporate income tax.

The New Zealand timber operations are conducted by the New Zealand subsidiary, which is subject to corporate-level tax at 28% in New Zealand and is treated as a partnership for U.S.

income tax purposes.

Certain activities, including log trading and specific real estate operations, such as the entitlement, development and sale of HBU properties, are conducted through our TRS, which are subject to federal and state corporate income tax.

PROVISION FOR INCOME TAXES FROM CONTINUING OPERATIONS

The provision for income taxes for each of the three years ended December 31 follows:

Income from continuing operations before income taxes for each of the three years ended December 31 follows:

2025 2024 2023

Domestic - U.S.

$ 74,594 $ 339,838 $ 159,607

The provision for income tax (expense) benefit for each of the three years ended December 31 follows:

2025 2024 2023

11 unchanged sentences

federal statutory income tax rate ($ 15,665 ) ( 21.0 ) % ($ 71,366 ) ( 21.0 ) % ($ 33,517 ) ( 21.0 ) %

and foreign REIT income 84,262 22.4 47,616 25.9 29,732 22.5

Matariki Group and Rayonier New Zealand Ltd ( 6,556 ) ( 1.7 ) ( 3,681 ) ( 2.0 ) ( 5,038 ) ( 3.8 )

REIT income 15,900 21.3 77,254 22.7 42,501 26.6

Cellulosic Biofuel Producer tax credit 10,500 14.1 ( 10,814 ) ( 3.2 ) — —

Change in valuation allowance ( 5,295 ) ( 7.1 ) 3,126 0.9 ( 8,374 ) ( 5.2 )

REIT Built-in Gain — — — — ( 2,516 ) ( 1.9 )

Foreign income tax withholding ( 1,517 ) ( 0.4 ) ( 1,148 ) ( 0.6 ) ( 1,239 ) ( 0.9 )

State Income Tax, Net of Federal Benefit 833 0.2 1,322 0.7 1,424 1.1

Bainbridge Landing JV, NCI 122 — — — 2,496 1.8

State income tax, net of federal benefit (a) ( 390 ) ( 0.5 ) ( 200 ) — ( 292 ) ( 0.2 )

Permanent nontaxable or nondeductible items ( 218 ) ( 0.3 ) ( 374 ) ( 0.1 ) ( 462 ) ( 0.3 )

Net operating loss adjustment ( 5,757 ) ( 7.7 ) — — — —

Other 398 0.5 3,396 1.0 ( 149 ) ( 0.1 )

Income tax expense as reported for net income ($ 7,050 ) ( 1.9 ) % ($ 5,122 ) ( 2.8 ) % ($ 9,389 ) ( 7.1 ) %

The Company’s effective tax rate is below the 21 % U.S.

statutory rate primarily due to tax benefits associated with being a REIT.

Income tax (expense) benefit as reported for net income ($ 527 ) ( 0.7 ) % $ 1,022 0.3 % ($ 293 ) ( 0.2 ) %

(a) State taxes in Texas and Louisiana make up the majority of the tax effect in this category.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

The Company’s effective tax rate is below the 21 % U.S.

statutory rate primarily due to tax benefits associated with being a REIT.

Cash taxes paid by jurisdiction for each of the three years ended December 31 follows:

2025 2024 2023

$ 278 $ 231 $ 229

(a) Texas and Louisiana make up the majority of the state taxes paid.

DEFERRED TAXES

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Pension, postretirement and other employee benefits $ 88 $ 149

New Zealand subsidiary 19,868 19,717

Cellulosic Biofuel Producer Credit tax credit carry forwards 13,374 —

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Gross deferred tax liabilities:

New Zealand subsidiary ( 79,766 ) ( 89,899 )

Other ( 727 ) ( 1,105 )

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U.S State NOL Carryforwards (b) 4,590 Various

Cellulosic Biofuel Producer Credit — 2024

Cellulosic Biofuel Producer Credit (c) 13,374 2027

Federal NOL Carryforwards- Post TCJA (a) $ 32,451 None

6 unchanged sentences

No state NOL is set to expire before December 31, 2033.

We record a valuation allowance to reduce the carrying amounts of deferred tax assets if it is more likely than not that such deferred tax assets will not be realized.

Since 2015, we have had a 100 % valuation allowance against the U.S.

taxable REIT subsidiary's deferred tax assets, net of deferred tax liabilities.

During 2024, the net deferred tax assets decreased by $ 2.3 million.

As a result, we recorded a change in the valuation allowance of $ 2.3 million related to the U.S.

TRS's deferred tax assets, net of liabilities.

119-21) was signed into law on July 4, 2025.

This act allowed unused cellulosic or second generation biofuel producer credits that expired in 2024 to be claimed for an additional three years.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

The following table provides detail of the tax years that remain open to examination by the IRS and other significant taxing jurisdictions:

Taxing Jurisdiction Open Tax Years

Internal Revenue Service 2021 - 2023

New Zealand Inland Revenue 2019 - 2023

We record a valuation allowance to reduce the carrying amounts of deferred tax assets if it is more likely than not that such deferred tax assets will not be realized.

Since 2015, we have had a 100 % valuation allowance against the U.S.

taxable REIT subsidiary's deferred tax assets, net of deferred tax liabilities.

During 2025, the net deferred tax assets increased by $ 5.6 million.

As a result, we recorded a change in the valuation allowance of $ 5.6 million related to the U.S.

TRS's deferred tax assets, net of liabilities.

Rayonier L.P., the Operating Partnership, remains subject to U.S.

Internal Revenue Service examinations for the 2021 through 2024 tax years.

All other REIT and TRS entities remain open for the 2022 through 2024 tax years.

TAX CHARACTERISTICS OF DIVIDEND DISTRIBUTIONS

6 unchanged sentences

(a) The year ended December 31, 2025 includes an additional dividend of $ 1.40 per common share, consisting of a combination of cash and the Company’s common shares.

The dividend was paid January 30, 2025, to shareholders of record on December 12, 2024.

The dividend was paid December 12, 2025, to shareholders of record on October 24, 2025.

This additional dividend will be considered a 2025 distribution for federal income tax purposes.

The year ended December 31, 2024 includes an additional dividend of $ 1.80 per common share, consisting of a combination of cash and the Company’s common shares.

The dividend was paid January 30, 2025, to shareholders of record on December 12, 2024.

This additional dividend was considered a 2024 distribution for federal income tax purposes.

The year ended December 31, 2023 includes an additional cash dividend of $ 0.20 per common share.

1 unchanged sentence

This additional cash dividend was considered a 2023 distribution for federal income tax purposes.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollar amounts in thousands unless otherwise stated)

RESTRICTED CASH

Restricted cash includes cash deposited with a like-kind exchange (“LKE”) intermediary.

Restricted cash includes cash deposited with a like-kind exchange (“LKE”) intermediary and cash held in escrow.

In order to qualify for LKE treatment, the proceeds from real estate sales must be deposited with a third-party intermediary.

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Restricted cash, non-current:

Restricted cash deposited with LKE intermediary — 2

Restricted cash held in escrow 495 676

2 unchanged sentences

Cash and cash equivalents 842,944 303,065

Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows $ 343,200 $ 208,374

Total cash, cash equivalents and restricted cash from continuing operations shown in the Consolidated Statements of Cash Flows $ 843,439 $ 323,107

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

ASSETS HELD FOR SALE

Assets held for sale is composed of properties not included in inventory which are expected to be sold within the next 12 months that also meet the other relevant held-for-sale criteria in accordance with ASC 360-10-45-9.

As of December 31, 2024 and December 31, 2023, the basis in properties meeting this classification was $ 5.4 million and $ 9.9 million, respectively.

We recognized an immaterial impairment charge related to these assets during the year ended December 31, 2024.

Impairment charges are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating (expense) income, net.”

ASSETS HELD FOR SALE (EXCLUDING DISCONTINUED OPERATIONS)

Assets held for sale (excluding discontinued operations) comprise properties not included in inventory that are expected to be sold within 12 months and meet the held-for-sale criteria of ASC 360-10-45-9.

The basis of these properties was $ 5.4 million and $ 5.4 million, as of December 31, 2025, and December 31, 2024, respectively.

As the basis in these properties was less than the fair value, including costs to sell, no impairment was recognized for the year ended December 31, 2025.

We recognized an immaterial impairment charge during year ended December 31, 2024, on assets held for sale as of December 31, 2024, which is recorded in the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating (expense) income, net.”

The following table provides the composition of Other Assets for the two years ended December 31:

Long-term derivative contracts (a) $ 25,438 $ 49,353

Long-term prepaid and secondary roads (b) 9,974 11,348

Patronage equity (b) 8,818 9,340

Long-term trade receivables (c) 8,345 —

Long-term notes receivable (b) 7,400 7,400

Goodwill (b) 6,970 7,822

Equity investments (c) 6,252 5,947

Long-term prepaid and secondary roads (b) 3,676 5,159

Capitalized software costs (b) 3,256 4,494

Carbon credits (d) 4,187 419

Other (e) 2,761 2,964

Other (d) 3,082 2,530

Total $ 60,015 $ 78,276

1 unchanged sentence

(b) See Note 1 — Summary of Significant Accounting Policies for additional information.

(c) Represents the cost basis in four joint venture entities by our New Zealand subsidiary, reflecting investments made for the establishment and enhancement of timber assets which the joint ventures will monetize upon maturation of the timber.

(d) See Note 1 — Summary of Significant Accounting Policies and Note 15 — Inventory for additional information on carbon credits.

(e) Includes the Executive Severance Pay Plan which provides benefits to eligible executives in the event of a change in control of the Company, deferred financing costs related to revolving debt, long-term prepaid stumpage and long term deposits.

Changes in goodwill for the years ended December 31, 2024 and 2023 were:

Balance, January 1 (net of $ 0 of accumulated impairment)

$ 7,822 $ 7,863

Changes to carrying amount

Foreign currency adjustment ( 852 ) ( 41 )

Balance, December 31 (net of $ 0 of accumulated impairment)

$ 6,970 $ 7,822

(c) Represents amounts related to improved development sales, including fees earned, that are expected to be collected beyond one year.

(d) Includes assets held in trust related to the Executive Severance Pay Plan, which provides benefits to eligible executives in the event of a change in control, deferred financing costs related to the Company’s Revolving Credit Facility and long term deposits.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

The following table summarizes the changes in AOCI by component for the years ended December 31, 2024 and 2023.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table presents the changes in AOCI, by component for the years ended December 31, 2025 and 2024.

All amounts are presented net of tax and exclude portions attributable to noncontrolling interests.

4 unchanged sentences

Other comprehensive (loss) income before reclassifications ( 31,616 ) — 13,713 (a) 5,251 ( 12,652 ) 163 ( 12,489 )

Amounts reclassified from accumulated other comprehensive income — — ( 21,895 ) 2,042 (b) ( 19,853 ) 1,144 ( 18,709 )

Amounts reclassified from AOCI — — ( 27,826 ) 4,595 (b) ( 23,231 ) 640 ( 22,591 )

Net other comprehensive (loss) income ( 31,616 ) — ( 14,113 ) 9,846 ( 35,883 ) 803 ( 35,080 )

1 unchanged sentence

($ 51,149 ) $ 1,321 $ 41,733 $ 230 ($ 7,865 ) ($ 2,564 ) ($ 10,429 )

Other comprehensive (loss) income before reclassifications ( 31,616 ) — 13,713 (a) 5,251 ( 12,652 ) 163 ( 12,489 )

Amounts reclassified from accumulated other comprehensive (loss) income — — ( 27,826 ) 4,595 (b) ( 23,231 ) 640 ( 22,591 )

Net other comprehensive (loss) income ( 31,616 ) — ( 14,113 ) 9,846 ( 35,883 ) 803 ( 35,080 )

Other comprehensive income before reclassifications 19,766 — 2,256 (a) 7 22,029 ( 104 ) 21,925

Amounts reclassified from AOCI — — ( 16,868 ) ( 6 ) (b) ( 16,874 ) 796 ( 16,078 )

Amounts reclassified from AOCI due to deconsolidation of discontinued operations 31,383 (c) ( 1,321 ) (c) ( 994 ) (c) — 29,068 — 29,068

Net other comprehensive income (loss) 51,149 ( 1,321 ) ( 15,606 ) 1 34,223 692 34,915

Balance as of December 31, 2025

— — $ 26,127 $ 231 $ 26,358 ($ 1,872 ) $ 24,486

(a) The years ended December 31, 2024 and December 31, 2023 include $ 21.8 million and $ 10.3 million, respectively, of other comprehensive income related to interest rate products.

(a) The year ended December 31, 2025, includes $ 3.8 million of other comprehensive loss related to interest rate products.

The year ended December 31, 2024, includes $ 21.8 million of other comprehensive income related to interest rate products.

See Note 9 — Derivative Financial Instruments and Hedging Activities for additional information.

(b) This component of other comprehensive (loss) income is included in the computation of net periodic pension and post-retirement costs.

(b) This component of other comprehensive income (loss) is included in the computation of net periodic pension and post-retirement costs.

The year ended December 31, 2024 includes a pension settlement charge of $ 4.6 million, net of tax of $ 1.2 million.

The year ended December 31, 2023 includes a $ 2.0 million pension settlement charge.

See Note 19 — Employee Benefit Plans for additional information.

The following table presents details of the amounts reclassified in their entirety from AOCI to net income for the years ended December 31, 2024 and 2023:

Details about accumulated other comprehensive (loss) income components Amount reclassified from accumulated other comprehensive (loss) income Affected line item in the Income Statement

Realized loss on foreign currency exchange contracts $ 1,104 $ 7,522 Other operating (expense) income, net

Realized (gain) loss on foreign currency option contracts ( 58 ) 446 Other operating (expense) income, net

Noncontrolling interests ( 241 ) ( 1,833 ) Comprehensive income attributable to noncontrolling interests

Realized gain on interest rate contracts ( 28,406 ) ( 26,311 ) Interest expense, net

Income tax effect from net loss on foreign currency contracts ( 225 ) ( 1,719 ) Income tax expense

Net gain on cash flow hedges reclassified from accumulated other comprehensive (loss) income ($ 27,826 ) ($ 21,895 )

(c) The year ended December 31, 2025, includes $ 29.1 million of other comprehensive loss related to the deconsolidation of discontinued operations.

This amount was reclassified from AOCI to “Gain on sale of discontinued operations” in the Consolidated Statements of Income and Comprehensive Income (Loss) upon completion of the disposition.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

RELATED PARTY

In January 2020, we entered into an agreement to sell developed lots to Mattamy Jacksonville LLC, a wholly owned subsidiary of Mattamy Homes, for an aggregate base purchase price of $ 4.45 million (subject to multiple takedowns over a 2 year period), plus additional consideration as to each lot to the extent the ultimate sales price of each finished home exceeded agreed price thresholds (the “Mattamy Contract”).

In May 2021, we entered into an amendment to the original agreement, which sold additional lots to Mattamy for an aggregate base purchase price of $ 1.0 million.

The Mattamy contract also included marketing fee revenue based on a percentage of the sales price of each finished home.

In September 2020, Keith Bass, a member of our Board of Directors, was named the Chief Executive Officer of Mattamy Homes US.

Following this development, the Mattamy Contract and the ongoing obligations therein, were reviewed by the Nominating and Corporate Governance Committee in accordance with established policies and procedures regarding the authorization and approval of transactions with related parties.

The following table demonstrates the impact, gross of tax, of our related party transactions on the Consolidated Statements of Income and Comprehensive Income (Loss) for the three years ended December 31:

Related Party Transaction Location on Statement of Income and Comprehensive Income (Loss) 2024 2023 2022

Mattamy Contract Sales — — $ 916

All consideration due under this contract was received from Mattamy Homes as of December 31, 2022.

There were no new agreements entered into with Mattamy Homes during the years ended December 31, 2023 and December 31, 2024.

The following table presents details of the amounts reclassified in their entirety from AOCI to net income for the years ended December 31, 2025 and 2024:

Details about accumulated other comprehensive income (loss) components Amount reclassified from accumulated other comprehensive income (loss) Affected line item in the Income Statement

Realized loss on foreign currency exchange contracts $ 1,592 $ 1,104 Income from operations of discontinued operations, net of tax

Realized loss (gain) on foreign currency option contracts 40 ( 58 ) Income from operations of discontinued operations, net of tax

Noncontrolling interests ( 376 ) ( 241 ) Comprehensive income attributable to noncontrolling interests

Realized gain on interest rate contracts ( 17,773 ) ( 28,406 ) Interest expense, net

Income tax effect from net loss on foreign currency contracts ( 351 ) ( 225 ) Income from operations of discontinued operations, net of tax

Net gain on cash flow hedges reclassified from accumulated other comprehensive income (loss) ($ 16,868 ) ($ 27,826 )

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data