What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-08 compared with 2025-11-07 · 1020 added, 899 removed, 817 unchanged (70% of the section changed)

6 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

SALES ( NOTE 5 )

3 unchanged sentences

Selling and general expenses ( 21,674 ) ( 16,692 )

Other operating income (expense), net ( Note 15 )

Other operating expense, net ( Note 20 )

( 70,430 ) ( 1,219 )

( 322,440 ) ( 82,863 )

OPERATING INCOME 41,710 18,832 56,314 32,011

OPERATING (LOSS) INCOME ( 45,653 ) 59

Interest expense, net ( 14,301 ) ( 6,394 )

Interest income 7,156 2,876

Other miscellaneous (expense) income, net ( 1,039 ) 11,529 ( 3,443 ) 3,276

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 43,709 22,250 48,176 12,853

Income tax (expense) benefit ( Note 16 )

Other miscellaneous income (expense), net 854 ( 1,842 )

LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES ( 51,944 ) ( 5,301 )

Income tax benefit (expense) ( Note 22 )

39,430 ( 291 )

INCOME FROM CONTINUING OPERATIONS 43,709 22,240 47,885 13,834

LOSS FROM CONTINUING OPERATIONS ( 12,514 ) ( 5,592 )

DISCONTINUED OPERATIONS, NET ( NOTE 3 )

Income from operations of discontinued operations, net of tax — 2,507

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

INCOME FROM DISCONTINUED OPERATIONS — 8,202 406,346 21,949

NET INCOME 43,709 30,442 454,231 35,783

Net income attributable to noncontrolling interests in the Operating Partnership ( 522 ) ( 391 ) ( 5,952 ) ( 437 )

Net (income) loss attributable to noncontrolling interests in consolidated affiliates — ( 1,293 ) 192 ( 3,328 )

NET INCOME ATTRIBUTABLE TO RAYONIER INC.

NET LOSS ( 12,514 ) ( 3,085 )

Net loss attributable to noncontrolling interests in the Operating Partnership 82 46

Net income attributable to noncontrolling interests in consolidated affiliates — ( 385 )

NET LOSS ATTRIBUTABLE TO RAYONIER INC.

( 12,432 ) ( 3,424 )

3 unchanged sentences

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

( 2 ) 139 ( 5 ) 9,701

OTHER COMPREHENSIVE INCOME, RELATING TO DISCONTINUED OPERATIONS

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

— 13,338 20,475 2,402

Cash flow hedges, net of income tax effect of $ 0 and $ 665

— 5,944 9,080 3,442

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

Total other comprehensive (loss) income ( 3,750 ) ( 2,350 ) 40,143 ( 561 )

COMPREHENSIVE INCOME 39,959 28,092 494,374 35,222

Comprehensive income attributable to noncontrolling interests in the Operating Partnership ( 477 ) ( 334 ) ( 6,450 ) ( 417 )

Total other comprehensive income (loss) 2,255 ( 3,416 )

COMPREHENSIVE LOSS ( 10,259 ) ( 6,501 )

Comprehensive loss attributable to noncontrolling interests in the Operating Partnership 67 98

Comprehensive income attributable to noncontrolling interests in consolidated affiliates — ( 897 )

COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.

COMPREHENSIVE LOSS ATTRIBUTABLE TO RAYONIER INC.

($ 10,192 ) ($ 7,300 )

EARNINGS PER COMMON SHARE ( NOTE 6 )

BASIC EARNINGS PER SHARE ATTRIBUTABLE TO RAYONIER INC.

(LOSS) EARNINGS PER COMMON SHARE ( NOTE 7 )

BASIC (LOSS) EARNINGS PER SHARE ATTRIBUTABLE TO RAYONIER INC.

Continuing Operations ($ 0.05 ) ($ 0.04 )

Discontinued Operations — $ 0.01

Net Income $ 0.28 $ 0.19 $ 2.90 $ 0.22

DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO RAYONIER INC.

Net Loss ($ 0.05 ) ($ 0.02 )

DILUTED (LOSS) EARNINGS PER SHARE ATTRIBUTABLE TO RAYONIER INC.

Continuing Operations ($ 0.05 ) ($ 0.04 )

Discontinued Operations — $ 0.01

Net Income $ 0.28 $ 0.19 $ 2.88 $ 0.21

Net Loss ($ 0.05 ) ($ 0.02 )

See Notes to Consolidated Financial Statements.

3 unchanged sentences

(Dollars in thousands)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

CURRENT ASSETS

Cash and cash equivalents $ 681,660 $ 842,944

Restricted cash, current ( Note 18 )

Trade receivables, less allowance for doubtful accounts of $ 123 and $ 209

3 unchanged sentences

Prepaid expenses 17,560 9,873

Assets held for sale (excluding discontinued operations) ( Note 19 )

Assets held for sale ( Note 25 )

Other current assets 992 2,403

Current assets of discontinued operations ( Note 2 )

Total current assets 895,736 883,755

12 unchanged sentences

RESTRICTED CASH, NON-CURRENT ( NOTE 24 )

RIGHT-OF-USE ASSETS 18,228 18,588

OPERATING LEASE RIGHT-OF-USE ASSETS ( NOTE 17 )

23,515 16,286

OTHER ASSETS 192,008 60,015

NON-CURRENT ASSETS OF DISCONTINUED OPERATIONS ( NOTE 2 )

TOTAL ASSETS $ 7,745,428 $ 3,404,653

3 unchanged sentences

Current maturities of long-term debt, net ( Note 8 )

199,996 199,982

Accrued taxes 11,272 5,070

1 unchanged sentence

Accrued interest 12,396 4,517

Dividend and distribution payable — 271,815

Deferred revenue 26,269 19,260

Other current liabilities 36,573 13,937

Current liabilities of discontinued operations ( Note 2 )

Total current liabilities 354,127 271,281

1 unchanged sentence

1,855,051 845,335

LONG-TERM LEASE LIABILITY 15,587 16,260

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

LONG-TERM DEFERRED REVENUE 14,175 9,600

LONG-TERM DEFERRED TAX LIABILITIES, NET 36,027 83

OTHER NON-CURRENT LIABILITIES 55,167 26,757

NON-CURRENT LIABILITIES OF DISCONTINUED OPERATIONS ( NOTE 2 )

CONTINGENCIES ( NOTE 10 )

COMMITMENTS AND CONTINGENCIES ( NOTE 11 and 12 )

NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP ( NOTE 6 )

4 unchanged sentences

Retained earnings 156,185 280,873

Accumulated other comprehensive income (loss) ( Note 17 )

Accumulated other comprehensive income ( Note 23 )

26,727 24,486

TOTAL RAYONIER INC.

SHAREHOLDERS’ EQUITY 2,278,705 1,769,312

Noncontrolling interests in consolidated affiliates ( Note 5 )

TOTAL SHAREHOLDERS’ EQUITY 5,329,356 2,209,735

7 unchanged sentences

Earnings Accumulated

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

Comprehensive Income Shareholders’

Shares Amount

Balance, January 1, 2026 161,425,616 $ 1,904,376 $ 280,873 $ 24,486 $ 2,209,735

Loss from continuing operations — — ( 5,592 ) — — ( 5,592 )

Income from discontinued operations — — 2,122 — 385 2,507

Net loss — — ( 12,514 ) — ( 12,514 )

Net loss attributable to noncontrolling interests in the Operating Partnership — — 82 — 82

1 unchanged sentence

— — ( 81,096 ) — ( 81,096 )

Issuance of common shares from special dividend (b) 7,560,983 200,454 — — — 200,454

Issuance of common shares under incentive stock plans 5,566 — — — — —

Stock-based incentive compensation — 2,281 — — — 2,281

Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 1,420 ) ( 38 ) — — — ( 38 )

Repurchase of common shares made under repurchase program ( 95,000 ) — ( 2,623 ) — — ( 2,623 )

Adjustment of noncontrolling interests in the Operating Partnership — — ( 4,341 ) — — ( 4,341 )

Conversion of units into common shares 1,000 28 — — — 28

Pension and postretirement benefit plans — — — ( 2 ) — ( 2 )

Foreign currency translation adjustment — — — 3,515 118 3,633

Cash flow hedges — — — ( 7,441 ) 394 ( 7,047 )

Allocation of other comprehensive loss to noncontrolling interests in the Operating Partnership — — — 53 — 53

Distributions to noncontrolling interests in consolidated affiliates — — — — ( 1,911 ) ( 1,911 )

Balance, March 31, 2025 156,007,772 $ 1,725,212 $ 204,180 ($ 14,304 ) $ 10,207 $ 1,925,295

Income from continuing operations — — 9,769 — — 9,769

Income (loss) from discontinued operations — — 404,415 — ( 577 ) 403,838

Net income attributable to noncontrolling interests in the Operating Partnership — — ( 5,476 ) — — ( 5,476 )

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

Dividends ($ 0.2725 per share) (a)

Dividend equivalents on deferred stock — 93 ( 93 ) — —

Issuance of common shares associated with the merger with PotlatchDeltic, net of equity issuance costs of $ 0.9 million

140,872,342 3,202,571 — — 3,202,571

Replacement equity awards granted in connection with the merger with PotlatchDeltic — precombination service portion — 24,983 — — 24,983

Issuance of common shares under incentive stock plans 903,045 — — — —

5 unchanged sentences

Pension and postretirement benefit plans — — — ( 1 ) ( 1 )

Foreign currency translation adjustment — — — 16,252 590 16,842

Cash flow hedges — — — 2,256 2,256

Allocation of other comprehensive income to noncontrolling interests in the Operating Partnership — — — ( 14 ) ( 14 )

Distributions to noncontrolling interests in consolidated affiliates — — — — ( 1,171 ) ( 1,171 )

Balance, June 30, 2025 154,761,232 $ 1,726,418 $ 545,087 $ 30,712 — $ 2,302,217

RAYONIER INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (CONTINUED)

(Dollars in thousands, except share data)

Common Shares Retained

Earnings Accumulated

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

Shares Amount

Balance, June 30, 2025 154,761,232 $ 1,726,418 $ 545,087 $ 30,712 — $ 2,302,217

Income from continuing operations — — 43,709 — — 43,709

Net income attributable to noncontrolling interests in the Operating Partnership — — ( 522 ) — — ( 522 )

Dividends ($ 0.2725 per share) (a)

— — ( 42,595 ) — — ( 42,595 )

Issuance of common shares under incentive stock plans 2,010 — — — — —

Stock-based incentive compensation — 2,598 — — — 2,598

Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 298 ) ( 7 ) — — — ( 7 )

Repurchase of common shares made under repurchase program ( 1,226,384 ) — ( 30,103 ) — — ( 30,103 )

Adjustment of noncontrolling interests in the Operating Partnership — — ( 1,350 ) — — ( 1,350 )

Conversion of units into common shares 334,594 8,058 — — — 8,058

Pension and postretirement benefit plans — — — ( 2 ) — ( 2 )

Cash flow hedges — — — ( 3,748 ) — ( 3,748 )

Allocation of other comprehensive loss to noncontrolling interests in the Operating Partnership — — — 450 — 450

Balance, September 30, 2025 153,871,154 $ 1,737,067 $ 514,226 $ 27,412 — $ 2,278,705

Balance, March 31, 2026 301,675,323 $ 5,146,444 $ 156,185 $ 26,727 $ 5,329,356

(a) For information regarding distributions to noncontrolling interests in the Operating Partnership, see the Rayonier Inc.

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

(b) Reflects the issuance of common shares related to the Company’s special dividend of $ 1.80 per common share, paid on January 30, 2025, to shareholders of record as of December 12, 2024.

This dividend comprised a combination of cash and the Company’s common shares.

RAYONIER INC.

4 unchanged sentences

Earnings Accumulated

Comprehensive Income Noncontrolling Interests in Consolidated Affiliates Shareholders’

Comprehensive Loss Noncontrolling Interests in Consolidated Affiliates Shareholders’

Shares Amount

2 unchanged sentences

Income from discontinued operations — — 2,122 — 385 2,507

Net income attributable to noncontrolling interests in the Operating Partnership — — ( 20 ) — — ( 20 )

Net loss attributable to noncontrolling interests in the Operating Partnership — — 46 — — 46

Dividends ($ 0.2725 per share) (a)

— — ( 42,686 ) — — ( 42,686 )

Issuance of common shares from special dividend (b) 7,560,983 200,454 — — — 200,454

Issuance of common shares under incentive stock plans 5,566 — — — — —

1 unchanged sentence

Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 1,420 ) ( 38 ) — — — ( 38 )

Repurchase of common shares made under repurchase program ( 95,000 ) — ( 2,623 ) — — ( 2,623 )

Adjustment of noncontrolling interests in the Operating Partnership — — ( 4,341 ) — — ( 4,341 )

6 unchanged sentences

Balance, March 31, 2025 156,007,772 $ 1,725,212 $ 204,180 ($ 14,304 ) $ 10,207 $ 1,925,295

Loss from continuing operations — — ( 3,883 ) — ( 13 ) ( 3,896 )

Income from discontinued operations — — 5,812 — 1,119 6,931

Net income attributable to noncontrolling interests in the Operating Partnership — — ( 26 ) — — ( 26 )

Dividends ($ 0.285 per share) (a)

— — ( 42,517 ) — — ( 42,517 )

Issuance of common shares under incentive stock plans 396,849 — — — — —

Stock-based incentive compensation — 4,904 — — — 4,904

Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 130,460 ) ( 4,132 ) — — — ( 4,132 )

Adjustment of noncontrolling interests in the Operating Partnership — — 8,093 — — 8,093

Conversion of units into common shares 63,708 1,915 — — — 1,915

Foreign currency translation adjustment — — — 5,728 286 6,014

Cash flow hedges — — — ( 330 ) 528 198

Allocation of other comprehensive income to noncontrolling interests in the Operating Partnership — — — ( 19 ) — ( 19 )

Distributions to noncontrolling interests in consolidated affiliates — — — — ( 2,047 ) ( 2,047 )

Balance, June 30, 2024 148,979,418 $ 1,515,026 $ 264,012 $ 27,749 $ 14,278 $ 1,821,065

RAYONIER INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (CONTINUED)

(Dollars in thousands, except share data)

Common Shares Retained

Earnings Accumulated

Comprehensive Income Noncontrolling Interests in Consolidated Affiliates Shareholders’

Shares Amount

Balance, June 30, 2024 148,979,418 $ 1,515,026 $ 264,012 $ 27,749 $ 14,278 $ 1,821,065

Income (loss) from continuing operations — — 22,250 — ( 10 ) 22,240

Income from discontinued operations — — 6,899 — 1,303 8,202

Net income attributable to noncontrolling interests in the Operating Partnership — — ( 391 ) — — ( 391 )

Dividends ($ 0.285 per share) (a)

— — ( 42,433 ) — — ( 42,433 )

Issuance of common shares under incentive stock plans 848 — — — — —

Stock-based incentive compensation — 3,906 — — — 3,906

Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 222 ) ( 5 ) — — — ( 5 )

Adjustment of noncontrolling interests in the Operating Partnership — — ( 6,476 ) — — ( 6,476 )

Conversion of units into common shares 20,292 643 — — — 643

Pension and postretirement benefit plans — — — 139 — 139

Foreign currency translation adjustment — — — 12,804 534 13,338

Cash flow hedges — — — ( 17,195 ) 1,368 ( 15,827 )

Allocation of other comprehensive loss to noncontrolling interests in the Operating Partnership — — — 77 — 77

Distributions to noncontrolling interests in consolidated affiliates — — — — ( 1,713 ) ( 1,713 )

Balance, September 30, 2024 149,000,336 $ 1,519,570 $ 243,861 $ 23,574 $ 15,760 $ 1,802,765

(a) For information regarding distributions to noncontrolling interests in the Operating Partnership, see the Rayonier Inc.

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

(b) Reflects the issuance of shares related to the Company’s special dividend of $ 1.80 per common share, paid on January 30, 2025, to shareholders of record as of December 12, 2024.

This dividend comprised a combination of cash and the Company’s common shares.

See Notes to Consolidated Financial Statements.

3 unchanged sentences

(Dollars in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

OPERATING ACTIVITIES

Net income $ 454,231 $ 35,783

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

Net loss ($ 12,514 ) ($ 3,085 )

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

Depreciation, depletion and amortization from continuing operations 56,240 23,493

Depreciation, depletion and amortization from discontinued operations — 4,334

Non-cash cost of land and improved development from continuing operations 40,046 16,176

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

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

Non-cash cost of land and improved development 11,985 2,399

Stock-based incentive compensation expense 15,413 2,281

Deferred income taxes ( 39,453 ) ( 1,048 )

Asset impairment charge 7,048 —

Pension settlement charge — 5,979

Interest received under swaps with other-than-insignificant financing element ( 4,118 ) —

Other 5,703 8,754

9 unchanged sentences

Real estate development investments ( 4,541 ) ( 4,087 )

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

Net proceeds on sale of property, plant and equipment 4,146 13

Purchase of timberlands — ( 3,637 )

Net cash consideration for merger with PotlatchDeltic ( 24,769 ) —

Interest received under swaps with other-than-insignificant financing element 4,118 —

Other ( 7,433 ) ( 2,674 )

CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES 642,880 ( 74,845 )

CASH USED FOR INVESTING ACTIVITIES ( 53,057 ) ( 21,438 )

FINANCING ACTIVITIES

Dividends paid on common shares (b) ( 195,378 ) ( 158,094 )

Distributions to noncontrolling interests in the Operating Partnership (c) ( 2,505 ) ( 2,192 )

Repayment of debt ( 27,500 ) —

Dividends paid on common shares (a) ( 81,102 ) ( 110,442 )

Distributions to noncontrolling interests in the Operating Partnership (b) ( 437 ) ( 1,463 )

Equity issuance costs ( 866 ) —

Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 1,006 ) ( 38 )

Repurchase of common shares made under repurchase program ( 31,068 ) ( 2,623 )

Payments made under finance leases ( 831 ) —

Distributions to noncontrolling interests in consolidated affiliates — ( 1,911 )

Debt issuance costs ( 779 ) —

Repayment of debt — ( 60,000 )

CASH USED FOR FINANCING ACTIVITIES ( 142,810 ) ( 116,477 )

8 unchanged sentences

Total Balance, end of period $ 682,155 $ 233,012

(a) The nine months ended September 30, 2025 includes proceeds from the disposition of our New Zealand joint venture, net of closing adjustments, transaction costs, and $ 11.1 million of deconsolidated cash.

(b) The nine months ended September 30, 2025 includes an additional dividend of $ 1.80 per common share, consisting of a combination of cash and the Company’s common shares.

(a) The three months ended March 31, 2025 includes an additional dividend of $ 1.80 per common share, consisting of a combination of cash and the Company’s common shares.

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

The nine months ended September 30, 2024 includes an additional cash dividend of $ 0.20 per common share, totaling $ 29.8 million.

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

(c) The nine months ended September 30, 2025 includes an additional distribution of $ 1.80 per Redeemable Operating Partnership Unit, consisting of a combination of cash and the Company’s Redeemable Operating Partnership Units.

(b) The three months ended March 31, 2025 includes an additional distribution of $ 1.80 per Redeemable Operating Partnership Unit, consisting of a combination of cash and the Company’s Redeemable Operating Partnership Units.

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

The nine months ended September 30, 2024 includes an additional cash distribution of $ 0.20 per Redeemable Operating Partnership Unit, totaling $ 0.5 million.

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

RAYONIER INC.

2 unchanged sentences

(Dollars in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during the period:

Cash (received) paid during the period:

Interest (a) ($ 9,319 ) ($ 1,882 )

2 unchanged sentences

Capital assets purchased on account 4,883 3,798

Equity consideration for the merger with PotlatchDeltic 3,228,420 —

Issuance of common shares from special dividend — 200,454

Issuance of Redeemable Operating Partnership Units from special distribution — 2,681

(a) Interest paid includes patronage paymen ts receive d of $ 7.9 million a n d $ 8.3 million for the nine months ended September 30, 2025 and September 30, 2024, respectively.

(a) Interest received includes patronage paymen ts receive d of $ 14.8 million a n d $ 7.7 million for the three months ended March 31, 2026 and March 31, 2025, respectively.

For additional information on patronage payments, see Note 8 — Debt in the 2025 Form 10-K.

Interest paid for the nine months ended September 30, 2025 and September 30, 2024 includes $ 1.5 million and $ 2.7 million, respectively, from discontinued operations.

(b) Income taxes paid for the nine months ended September 30, 2025 and September 30, 2024 includes $ 3.8 million and $ 5.2 million, respectively, from discontinued operations.

Interest paid (received) for the three months ended March 31, 2025 includes $ 0.7 million from discontinued operations.

(b) Income taxes paid for the three months ended March 31, 2025 includes $ 2.9 million from discontinued operations.

See Notes to Consolidated Financial Statements.

5 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

SALES ( NOTE 5 )

3 unchanged sentences

Selling and general expenses ( 21,674 ) ( 16,692 )

Other operating income (expense), net ( Note 15 )

Other operating expense, net ( Note 20 )

( 70,430 ) ( 1,219 )

( 322,440 ) ( 82,863 )

OPERATING INCOME 41,710 18,832 56,314 32,011

OPERATING (LOSS) INCOME ( 45,653 ) 59

Interest expense, net ( 14,301 ) ( 6,394 )

Interest income 7,156 2,876

Other miscellaneous (expense) income, net ( 1,039 ) 11,529 ( 3,443 ) 3,276

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 43,709 22,250 48,176 12,853

Income tax (expense) benefit ( Note 16 )

Other miscellaneous income (expense), net 854 ( 1,842 )

LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES ( 51,944 ) ( 5,301 )

Income tax benefit (expense) ( Note 22 )

39,430 ( 291 )

INCOME FROM CONTINUING OPERATIONS 43,709 22,240 47,885 13,834

LOSS FROM CONTINUING OPERATIONS ( 12,514 ) ( 5,592 )

DISCONTINUED OPERATIONS, NET ( NOTE 3 )

Income from operations of discontinued operations, net of tax — 2,507

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

INCOME FROM DISCONTINUED OPERATIONS — 8,202 406,346 21,949

NET INCOME 43,709 30,442 454,231 35,783

Net (income) loss attributable to noncontrolling interests in consolidated affiliates — ( 1,293 ) 192 ( 3,328 )

NET INCOME ATTRIBUTABLE TO RAYONIER, L.P.

NET LOSS ( 12,514 ) ( 3,085 )

Net income attributable to noncontrolling interests in consolidated affiliates — ( 385 )

NET LOSS ATTRIBUTABLE TO RAYONIER, L.P.

UNITHOLDERS ( 12,514 ) ( 3,470 )

NET INCOME ATTRIBUTABLE TO UNITHOLDERS ATTRIBUTABLE TO:

NET LOSS ATTRIBUTABLE TO UNITHOLDERS ATTRIBUTABLE TO:

Limited Partners ( 12,388 ) ( 3,435 )

General Partners ( 126 ) ( 35 )

Net income attributable to unitholders 43,709 29,149 454,423 32,455

Net loss attributable to unitholders ( 12,514 ) ( 3,470 )

OTHER COMPREHENSIVE INCOME (LOSS), RELATING TO CONTINUING OPERATIONS

2 unchanged sentences

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

( 2 ) 139 ( 5 ) 9,701

OTHER COMPREHENSIVE INCOME, RELATING TO DISCONTINUED OPERATIONS

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

— 13,338 20,475 2,402

Cash flow hedges, net of income tax effect of $ 0 and $ 665

— 5,944 9,080 3,442

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

Total other comprehensive (loss) income ( 3,750 ) ( 2,350 ) 40,143 ( 561 )

COMPREHENSIVE INCOME 39,959 28,092 494,374 35,222

Total other comprehensive income (loss) 2,255 ( 3,416 )

COMPREHENSIVE LOSS ( 10,259 ) ( 6,501 )

Comprehensive income attributable to noncontrolling interests in consolidated affiliates — ( 897 )

COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER, L.P.

COMPREHENSIVE LOSS ATTRIBUTABLE TO RAYONIER, L.P.

UNITHOLDERS ($ 10,259 ) ($ 7,398 )

EARNINGS PER UNIT ( NOTE 6 )

BASIC EARNINGS PER UNIT ATTRIBUTABLE TO RAYONIER L.P.

(LOSS) EARNINGS PER UNIT ( NOTE 7 )

BASIC (LOSS) EARNINGS PER UNIT ATTRIBUTABLE TO RAYONIER L.P.

Continuing Operations ($ 0.05 ) ($ 0.04 )

Discontinued Operations — $ 0.01

Net Income $ 0.28 $ 0.19 $ 2.90 $ 0.22

DILUTED EARNINGS PER UNIT ATTRIBUTABLE TO RAYONIER L.P.

Net Loss ($ 0.05 ) ($ 0.02 )

DILUTED (LOSS) EARNINGS PER UNIT ATTRIBUTABLE TO RAYONIER L.P.

Continuing Operations ($ 0.05 ) ($ 0.04 )

Discontinued Operations — $ 0.01

Net Income $ 0.28 $ 0.19 $ 2.88 $ 0.21

Net Loss ($ 0.05 ) ($ 0.02 )

See Notes to Consolidated Financial Statements.

3 unchanged sentences

(Dollars in thousands)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

CURRENT ASSETS

Cash and cash equivalents $ 681,660 $ 842,944

Restricted cash, current ( Note 18 )

Trade receivables, less allowance for doubtful accounts of $ 123 and $ 209

3 unchanged sentences

Prepaid expenses 17,560 9,873

Assets held for sale (excluding discontinued operations) ( Note 19 )

Assets held for sale ( Note 25 )

Other current assets 992 2,403

Current assets of discontinued operations ( Note 2 )

Total current assets 895,736 883,755

12 unchanged sentences

RESTRICTED CASH, NON-CURRENT ( NOTE 24 )

RIGHT-OF-USE ASSETS 18,228 18,588

OPERATING LEASE RIGHT-OF-USE ASSETS ( NOTE 17 )

23,515 16,286

OTHER ASSETS 192,008 60,015

NON-CURRENT ASSETS OF DISCONTINUED OPERATIONS ( NOTE 2 )

TOTAL ASSETS $ 7,745,428 $ 3,404,653

3 unchanged sentences

Current maturities of long-term debt, net ( Note 8 )

199,996 199,982

Accrued taxes 11,272 5,070

1 unchanged sentence

Accrued interest 12,396 4,517

Distribution payable — 271,815

Deferred revenue 26,269 19,260

Other current liabilities 36,573 13,937

Current liabilities of discontinued operations ( Note 2 )

Total current liabilities 354,127 271,281

1 unchanged sentence

1,855,051 845,335

LONG-TERM LEASE LIABILITY 15,587 16,260

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

LONG-TERM DEFERRED REVENUE 14,175 9,600

LONG-TERM DEFERRED TAX LIABILITIES, NET 36,027 83

OTHER NON-CURRENT LIABILITIES 55,167 26,757

NON-CURRENT LIABILITIES OF DISCONTINUED OPERATIONS ( NOTE 2 )

CONTINGENCIES ( NOTE 10 )

COMMITMENTS AND CONTINGENCIES ( NOTE 11 and 1 2 )

REDEEMABLE OPERATING PARTNERSHIP UNITS ( NOTE 6 ) 1,682,257 and 1,682,894 Units outstanding, respectively

2 unchanged sentences

Limited partners’ capital 5,247,735 2,161,543

Accumulated other comprehensive income (loss) ( Note 17 )

Accumulated other comprehensive income ( Note 23 )

28,613 26,358

TOTAL CONTROLLING INTEREST CAPITAL 2,278,705 1,769,312

Noncontrolling interests in consolidated affiliates ( Note 5 )

TOTAL CAPITAL 5,329,356 2,209,735

4 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL

(Dollars in thousands, except share data)

(Dollars in thousands, except per unit data)

Units Accumulated

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

Comprehensive Income Total Capital

General Partners’ Capital Limited Partners’ Capital

Balance, January 1, 2026 $ 21,834 $ 2,161,543 $ 26,358 $ 2,209,735

Loss from continuing operations ( 56 ) ( 5,536 ) — — ( 5,592 )

Income from discontinued operations 21 2,101 — 385 2,507

Distributions on units ($ 0.2725 per unit)

( 432 ) ( 42,822 ) — — ( 43,254 )

Issuance of units from special distribution (a) 2,031 201,104 — — 203,135

Stock-based incentive compensation 23 2,258 — — 2,281

Repurchase of units to pay withholding taxes on vested incentive stock awards ( 1 ) ( 37 ) — — ( 38 )

Repurchase of units made under repurchase program ( 26 ) ( 2,597 ) — — ( 2,623 )

Adjustment of Redeemable Operating Partnership Units ( 63 ) ( 6,292 ) — — ( 6,355 )

Conversion of units into common shares — 28 — — 28

Pension and postretirement benefit plans — — ( 2 ) — ( 2 )

Foreign currency translation adjustment — — 3,515 118 3,633

Cash flow hedges — — ( 7,441 ) 394 ( 7,047 )

Distributions to noncontrolling interests in consolidated affiliates — — — ( 1,911 ) ( 1,911 )

Balance, March 31, 2025 $ 19,269 $ 1,907,612 ($ 11,793 ) $ 10,207 $ 1,925,295

Income from continuing operations 98 9,671 — — 9,769

Income (loss) from discontinued operations 4,044 400,371 — ( 577 ) 403,838

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

Net loss ( 126 ) ( 12,388 ) — ( 12,514 )

Distributions on units ($ 0.26 per unit)

( 815 ) ( 80,718 ) — ( 81,533 )

Stock-based incentive compensation 36 3,592 — — 3,628

Repurchase of units to pay withholding taxes on vested incentive stock awards ( 26 ) ( 2,614 ) — — ( 2,640 )

Repurchase of units made under repurchase program ( 349 ) ( 34,579 ) — — ( 34,928 )

Adjustment of Redeemable Operating Partnership Units 46 4,553 — — 4,599

Conversion of units into common shares 2 216 — — 218

Pension and postretirement benefit plans — — ( 2 ) — ( 2 )

Foreign currency translation adjustment — — 16,252 590 16,842

Cash flow hedges — — ( 295 ) 1,695 1,400

Distributions to noncontrolling interests in consolidated affiliates — — — ( 1,171 ) ( 1,171 )

Balance, June 30, 2025 $ 22,690 $ 2,246,297 $ 33,230 — $ 2,302,217

Income from continuing operations 437 43,272 — — 43,709

Distributions on units ($ 0.2725 per unit)

Issuance of common units associated with the merger with PotlatchDeltic, net of equity issuance costs of $ 0.9 million

32,026 3,170,545 — 3,202,571

Replacement equity awards granted in connection with the merger with PotlatchDeltic — precombination service portion 250 24,733 24,983

Stock-based incentive compensation 154 15,259 — 15,413

5 unchanged sentences

Cash flow hedges — — 2,256 2,256

Balance, September 30, 2025 $ 22,492 $ 2,226,733 $ 29,480 — $ 2,278,705

(a) Reflects the issuance of units related to the Company’s special distribution of $ 1.80 per unit, paid on January 30, 2025, to holders of record as of December 12, 2024.

This distribution comprised a combination of cash and units.

RAYONIER, L.P.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (CONTINUED)

(Dollars in thousands, except share data)

Balance, March 31, 2026 $ 53,008 $ 5,247,735 $ 28,613 $ 5,329,356

Units Accumulated

Comprehensive Income Noncontrolling Interests in Consolidated Affiliates Total Capital

Comprehensive Loss Noncontrolling Interests in Consolidated Affiliates Total Capital

General Partners’ Capital Limited Partners’ Capital

4 unchanged sentences

( 432 ) ( 42,822 ) — — ( 43,254 )

Issuance of units from special distribution (a) 2,031 201,104 — — 203,135

Stock-based incentive compensation 23 2,258 — — 2,281

Repurchase of units to pay withholding taxes on vested incentive stock awards ( 1 ) ( 37 ) — — ( 38 )

Repurchase of units made under repurchase program ( 26 ) ( 2,597 ) — — ( 2,623 )

Adjustment of Redeemable Operating Partnership Units ( 63 ) ( 6,292 ) — — ( 6,355 )

5 unchanged sentences

Balance, March 31, 2025 $ 19,269 $ 1,907,612 ($ 11,793 ) $ 10,207 $ 1,925,295

Loss from continuing operations ( 39 ) ( 3,844 ) — ( 13 ) ( 3,896 )

Income from discontinued operations 58 5,754 — 1,119 6,931

Distributions on units ($ 0.285 per unit)

( 430 ) ( 42,665 ) — — ( 43,095 )

Stock-based incentive compensation 49 4,855 — — 4,904

Repurchase of units to pay withholding taxes on vested incentive stock awards ( 41 ) ( 4,091 ) — — ( 4,132 )

Adjustment of Redeemable Operating Partnership Units 86 8,540 — — 8,626

Conversion of units into common shares 19 1,896 — — 1,915

Foreign currency translation adjustment — — 5,728 286 6,014

Cash flow hedges — — ( 330 ) 528 198

Distribution to noncontrolling interests in consolidated affiliates — — — ( 2,047 ) ( 2,047 )

Balance, June 30, 2024 $ 17,759 $ 1,758,158 $ 30,870 $ 14,278 $ 1,821,065

Income (loss) from continuing operations 222 22,028 — ( 10 ) 22,240

Income from discontinued operations 69 6,830 — 1,303 8,202

Distributions on units ($ 0.285 per unit)

( 430 ) ( 42,531 ) — — ( 42,961 )

Stock-based incentive compensation 39 3,867 — — 3,906

Repurchase of units to pay withholding taxes on vested incentive stock awards — ( 5 ) — — ( 5 )

Adjustment of Redeemable Operating Partnership Units ( 62 ) ( 6,200 ) — — ( 6,262 )

Conversion of units into common shares 6 637 — — 643

Pension and postretirement benefit plans — — 139 — 139

Foreign currency translation adjustment — — 12,804 534 13,338

Cash flow hedges — — ( 17,195 ) 1,368 ( 15,827 )

Distributions to noncontrolling interests in consolidated affiliates — — — ( 1,713 ) ( 1,713 )

Balance, September 30, 2024 $ 17,603 $ 1,742,784 $ 26,618 $ 15,760 $ 1,802,765

(a) Reflects the issuance of units related to the Company’s special distribution of $ 1.80 per unit, paid on January 30, 2025, to holders of record as of December 12, 2024.

This distribution comprised a combination of cash and units.

See Notes to Consolidated Financial Statements.

3 unchanged sentences

(Dollars in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

OPERATING ACTIVITIES

Net income $ 454,231 $ 35,783

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

Net loss ($ 12,514 ) ($ 3,085 )

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

Depreciation, depletion and amortization from continuing operations 56,240 23,493

Depreciation, depletion and amortization from discontinued operations — 4,334

Non-cash cost of land and improved development from continuing operations 40,046 16,176

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

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

Non-cash cost of land and improved development 11,985 2,399

Stock-based incentive compensation expense 15,413 2,281

Deferred income taxes ( 39,453 ) ( 1,048 )

Asset impairment charge 7,048 —

Pension settlement charge — 5,979

Interest received under swaps with other-than-insignificant financing element ( 4,118 ) —

Other 5,703 8,754

9 unchanged sentences

Real estate development investments ( 4,541 ) ( 4,087 )

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

Net proceeds on sale of property, plant and equipment 4,146 13

Purchase of timberlands — ( 3,637 )

Net cash consideration for merger with PotlatchDeltic ( 24,769 ) —

Interest received under swaps with other-than-insignificant financing element 4,118 —

Other ( 7,433 ) ( 2,674 )

CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES 642,880 ( 74,845 )

CASH USED FOR INVESTING ACTIVITIES ( 53,057 ) ( 21,438 )

FINANCING ACTIVITIES

Distributions on units (b) ( 197,883 ) ( 160,286 )

Repayment of debt ( 27,500 ) —

Distributions on units (a) ( 81,539 ) ( 111,905 )

Equity issuance costs ( 866 ) —

Repurchase of units to pay withholding taxes on vested incentive stock awards ( 1,006 ) ( 38 )

Repurchase of units made under repurchase program ( 31,068 ) ( 2,623 )

Payments made under finance leases ( 831 ) —

Distributions to noncontrolling interests in consolidated affiliates — ( 1,911 )

Debt issuance costs ( 779 ) —

Repayment of debt — ( 60,000 )

CASH USED FOR FINANCING ACTIVITIES ( 142,810 ) ( 116,477 )

8 unchanged sentences

Total Balance, end of period $ 682,155 $ 233,012

(b) The nine months ended September 30, 2025 includes an additional distribution of $ 1.80 per unit, consisting of a combination of cash and units.

(a) The three months ended March 31, 2025 includes an additional distribution of $ 1.80 per unit, consisting of a combination of cash and units.

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

The nine months ended September 30, 2024 includes an additional cash distribution of $ 0.20 per unit, totaling $ 30.2 million.

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

RAYONIER, L.P.

2 unchanged sentences

(Dollars in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during the period:

Cash (received) paid during the period:

Interest (a) ($ 9,319 ) ($ 1,882 )

2 unchanged sentences

Capital assets purchased on account 4,883 3,798

Unit consideration for the merger with PotlatchDeltic 3,228,420 —

Issuance of units from special distribution — 203,135

(a) Interest paid includes patronage payments received of $ 7.9 million and $ 8.3 million for the nine months ended September 30, 2025 and September 30, 2024, respectively.

(a) Interest received includes patronage payments received of $ 14.8 million and $ 7.7 million for the three months ended March 31, 2026 and March 31, 2025, respectively.

For additional information on patronage payments, see Note 8 — Debt in the 2025 Form 10-K.

Interest paid for the nine months ended September 30, 2025 and September 30, 2024 includes $ 1.5 million and $ 2.7 million, respectively, from discontinued operations.

(b) Income taxes paid for the nine months ended September 30, 2025 and September 30, 2024 includes $ 3.8 million and $ 5.2 million, respectively, from discontinued operations.

Interest paid for the three months ended March 31, 2025 includes $ 0.7 million from discontinued operations.

(b) Income taxes paid for the three months ended March 31, 2025 includes $ 2.9 million from discontinued operations.

See Notes to Consolidated Financial Statements.

13 unchanged sentences

In the opinion of management, these financial statements and notes reflect any adjustments (all of which are normal recurring adjustments) necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented.

These statements and notes should be read in conjunction with the financial statements and supplementary data included in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC (the “2024 Form 10-K”).

As of September 30, 2025, the Company owned a 98.9 % interest in the Operating Partnership, with the remaining 1.1 % interest owned by limited partners of the Operating Partnership.

These statements and notes should be read in conjunction with the financial statements and supplementary data included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 23, 2026 (the “2025 Form 10-K”).

As of March 31, 2026, the Company owned a 99.4 % interest in the Operating Partnership, with the remaining 0.6 % 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 management of the Operating Partnership.

In June 2025, we divested our entire 77 % interest in our New Zealand operations.

Accordingly, New Zealand’s results of operations through the sale date have been classified as discontinued operations in our Consolidated Statements of Income and Comprehensive Income (Loss), and its cash flows through the sale date are included in our Consolidated Statements of Cash Flows.

See Note 3 — Discontinued Operations for additional information.

MERGER WITH POTLATCHDELTIC CORPORATION

On January 30, 2026, we completed the merger-of-equals transaction with PotlatchDeltic Corporation (“PCH” or “PotlatchDeltic”).

As a result, PotlatchDeltic Corporation’s balance sheet and results of operations are included in our consolidated financial statements from and after the date of merger.

See Note 2 - Merger with PotlatchDeltic Corporation , Note 8 - Debt , and Note 21 - Integration and Merger-Related Costs for further information pertaining to the merger.

As a result of the merger, we have revised our reportable business segments, adding one additional segment, Wood Products.

In connection with the merger, our Pacific Northwest Timber segment has been renamed Northwest Timber to reflect the expanded geographic scope and integration of timberland assets in the region.

See Note 4 - Segment and Geographical information for further discussion of our reportable segments.

RECLASSIFICATIONS

As discussed in Note 1 — Summary of Significant Accounting Policies in the 2025 Form 10-K, effective in the third quarter of 2025 the Company combined its Trading segment into its Southern and Northern Timber segments.

Prior period segment information has been recast to conform to the current presentation.

SUMMARY OF UPDATES TO SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The Company's use of estimates in the preparation of its consolidated financial statements is described in Note 1 — Summary of Significant Accounting Policies in the 2025 Form 10-K.

The estimates and assumptions underlying the Company's condensed consolidated financial statements as of and for the three months ended March 31, 2026 include those used in the preliminary purchase price allocation related to the merger with PotlatchDeltic Corporation, which closed on January 30, 2026.

These estimates require significant judgment, particularly with respect to the determination of fair values for acquired timberlands, property, plant and equipment, identifiable intangible assets, assumed long-term debt, and the related deferred income tax effects.

The preliminary purchase price allocation is subject to revision during the measurement period as additional information becomes available, and any such adjustments could be material.

See Note 2 — Merger with PotlatchDeltic Corporation for further information.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

COMPANY OWNED LIFE INSURANCE

In connection with the merger, Rayonier assumed company-owned life insurance policies on the lives of certain past officers and employees of Legacy PotlatchDeltic.

The cash surrender value of these policies is recognized in other assets in our Consolidated Balance Sheets.

Related expense and interest income are included in selling and general expenses and interest expense, net, respectively, in the Consolidated Statements of Income and Comprehensive Income (Loss).

Cash receipts and disbursements are recorded as investing activities within the Consolidated Statements of Cash Flows.

The net effect on income was not significant for the three months ended March 31, 2026 .

WOOD PRODUCTS REVENUE RECOGNITION

Revenue from wood products sales is recognized when control of the product transfers to the customer.

Performance obligations associated with the sale of lumber and other manufactured wood products are typically satisfied either when products are shipped (FOB shipping point) or upon delivery to the customer (FOB destination), depending on the terms of the customer contract.

For wood products sales, the transaction price is typically the amount billed to the customer for the products shipped but may be reduced for estimated cash discounts and rebates.

Shipping and handling costs for all wood products revenues are accounted for as cost of sales in the Consolidated Statements of Income and Comprehensive Income (Loss).

We enter into vendor-managed inventory ("VMI") arrangements with certain customers whereby inventory is shipped to a VMI warehouse.

For products sold under VMI arrangements, revenue is recognized and billed when control transfers to the customer and we have no further obligations, which is generally upon the customer's withdrawal of inventory from the VMI warehouse.

WOOD PRODUCTS INVENTORY

Manufacturing inventories, consisting principally of raw materials, work-in-process, finished goods, and stores and supplies inventory, are stated at the lower of cost and net realizable value.

Cost is determined using the weighted-average cost method.

Inventory costs include direct materials, direct labor, and allocated manufacturing overhead.

Manufacturing inventories are reviewed for excess quantities, obsolescence, and other indicators that net realizable value may be less than cost, and write-downs are recorded when cost exceeds net realizable value.

For a full description of our other significant accounting policies, see Note 1 — Summary of Significant Accounting Policies in our 2025 Form 10-K.

RECLASSIFICATIONS

Certain 2024 amounts have been reclassified to align with the current presentation, including reclassifications for discontinued operations and current reportable segments.

In March 2025, we entered into a purchase and sale agreement to divest our entire 77 % interest in our New Zealand operations.

On June 30, 2025, we completed the sale.

Accordingly, New Zealand’s financial results are reported as discontinued operations in our Consolidated Statements of Income and Comprehensive Income (Loss) for all periods presented.

Our New Zealand assets and liabilities are presented separately as assets and liabilities of discontinued operations in our Consolidated Balance Sheets as of December 31, 2024.

The Consolidated Statements of Cash Flows for both 2025 and 2024 have not been restated to exclude the New Zealand operation’s cash flows.

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

As a result, prior period segment information has been reclassified to conform to our current segment presentation.

Unless otherwise specified, all amounts and disclosures within these Notes to Condensed Consolidated Financial Statements pertain to the Company’s continuing operations.

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

RECENTLY ADOPTED ACCOUNTING STANDARDS

In the first quarter of 2026, we early adopted Accounting Standards Update (“ASU”) No.

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

Hedge Accounting Improvements .

ASU 2025-09 amends hedge accounting guidance to provide greater flexibility in designating and assessing hedging relationships for similar risks.

The adoption of ASU 2025-09 did not have a material impact on our consolidated financial results or financial position.

For additional information regarding our derivative instruments and hedging activities, refer to Note 9 — Derivative Financial Instruments and Hedging Activities .

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 organization and accessibility of required interim disclosures, clarify the applicability of certain interim disclosure requirements, and introduce a requirement that entities disclose, in interim reports, material events that have occurred since the most recent annual reporting period.

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

Entities may apply the new requirements prospectively or retrospectively.

We are evaluating the impact that the adoption of ASU 2025-11 will have on our consolidated financial statements and related disclosures.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

In November 2024, the FASB issued ASU No.

1 unchanged sentence

Disaggregation of Income Statement Expenses.

This ASU requires additional disclosures about certain costs and expenses within the notes to the financial statements.

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

2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date, which clarifies the adoption timeline .

ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted.

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

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

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

SUBSEQUENT EVENTS

REPAYMENT OF 2016 INCREMENTAL TERM LOAN

On April 28, 2026, the $ 200.0 million 2016 Incremental Term Loan matured and was repaid in full with cash on hand, refer to Note 8 — Debt .

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

This ASU enhances annual income tax disclosures, primarily affecting the rate reconciliation and income taxes paid reconciliation.

The pronouncement is effective for annual periods beginning after December 15, 2024, and should be applied on a prospective basis, although early adoption and retrospective application are permitted.

We will adopt the standard beginning with our annual reporting for the year ending December 31, 2025 and do not anticipate this disclosure-only ASU will impact our consolidated financial statements.

SUBSEQUENT EVENTS

On October 14, 2025, the Company announced that it entered into a definitive agreement with PotlatchDeltic Corporation (“PotlatchDeltic”) to combine in a merger of equals.

The transaction is expected to close in late first quarter or early second quarter of 2026.

The transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and the approval of both Rayonier’s shareholders and PotlatchDeltic’s shareholders.

On October 14, 2025, the Company announced that its board of directors declared a one-time, special dividend of $ 1.40 per common share, consisting of a combination of cash and the Company’s common shares.

In addition, the Company's board of directors declared a one-time, special distribution of $ 1.40 per Redeemable Operating Partnership Unit, consisting of a combination of cash and the Company's Redeemable Operating Partnership Units.

The dividend and distribution are payable on December 12, 2025 to holders of record on October 24, 2025.

MERGER WITH POTLATCHDELTIC CORPORATION

On January 30, 2026, the Company acquired 100 % percent of the outstanding common shares of PotlatchDeltic Corporation (“PotlatchDeltic”), a Delaware corporation and real estate investment trust, pursuant to the Agreement and Plan of Merger dated October 13, 2025.

PotlatchDeltic owned approximately 2.1 million acres of timberlands in Alabama, Arkansas, Georgia, Idaho, Louisiana, Mississippi, and South Carolina and operated six sawmills, an industrial-grade plywood mill, a residential and commercial real estate development business, and a rural timberland sales program.

PotlatchDeltic's operations were organized into three business segments:

timberland, wood products, and real estate.

The merger created a combined entity with approximately 4.1 million acres of timberlands, providing additional scale and more geographic diversity across highly attractive and productive regions.

The transaction added seven wood products manufacturing facilities, positioning the Company as a leading lumber producer.

The combined platform creates a diversified portfolio positioned to capture higher and better use value and land-based solutions opportunities across an expanded geographic footprint.

Pursuant to 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.

The Company issued approximately 140.9 million common shares in connection with the merger.

The following table summarizes the total consideration transferred by Rayonier in the merger:

Cash Consideration:

Number of PotlatchDeltic common shares outstanding as of January 30, 2026 77,466,233

Cash consideration per PotlatchDeltic common share $ 0.61

Total Cash Consideration Transferred $ 47,254

Equity Consideration:

Number of PotlatchDeltic common shares outstanding as of January 30, 2026 77,466,233

Exchange Ratio (a) 1.8185

Shares of Rayonier Inc.

common stock issued for PotlatchDeltic’s outstanding common stock 140,872,342

Rayonier share price (b) $ 22.74

Equity Consideration for elections $ 3,203,437

PotlatchDeltic’s replacement awards (c) 24,983

Total Equity Consideration Transferred $ 3,228,420

Total Consideration $ 3,275,674

(a) The exchange ratio was was adjusted from 1.7339 to 1.8185 in accordance with the Merger Agreement.

This adjustment accounts for the stock component of the one-time $ 1.40 per share special dividend declared by Rayonier to its shareholders of record on October 24, 2025.

(b) The closing price of Rayonier common stock on the NYSE on January 30, 2026.

(c) Represents the portion of the fair value of Rayonier replacement equity awards, issued in exchange for outstanding PotlatchDeltic equity awards held by grantees, attributable to precombination services.

The remaining fair value of $ 21.1 million, attributable to postcombination services, will be recognized as compensation expense over the remaining requisite service periods.

See Note 19 — Incentive Stock Plans for additional details.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

DISCONTINUED OPERATIONS

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

Accordingly, in the first quarter of 2025, the financial results of the New Zealand Timber segment and the New Zealand portion of the Real Estate, 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 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 and nine months ended September 30, 2025 and 2024, as presented in “Income from discontinued operations” in the Consolidated Statements of Income and Comprehensive Income (Loss):

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Sales — $ 70,891 $ 109,332 $ 199,254

Costs and Expenses

Cost of sales — ( 60,870 ) ( 102,050 ) ( 172,298 )

Other operating expense, net (a) — ( 1,247 ) ( 3,400 ) ( 2,710 )

— ( 62,117 ) ( 105,450 ) ( 175,008 )

Operating income from discontinued operations — 8,774 3,882 24,246

Interest expense, net — ( 812 ) ( 1,508 ) ( 2,390 )

Interest income — 265 202 777

Income from operations of discontinued operations before income taxes — 8,227 2,576 22,633

Income tax expense — ( 25 ) ( 693 ) ( 684 )

Income from operations of discontinued operations, net of tax — 8,202 1,883 21,949

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

Income from discontinued operations — 8,202 406,346 21,949

Net income from discontinued operations attributable to noncontrolling interests in the Operating Partnership — ( 93 ) ( 5,375 ) ( 256 )

Net (income) loss from discontinued operations attributable to noncontrolling interests in consolidated affiliates — ( 1,303 ) 192 ( 3,362 )

Net income from discontinued operations attributable to Rayonier Inc.

— $ 6,806 $ 401,163 $ 18,331

(a) The nine months ended September 30, 2025 includes transaction costs of $ 0.2 million.

The three and nine months ended September 30, 2024 include transaction costs of $ 0.2 million and $ 0.7 million, respectively.

(b) The gain on sale of discontinued operations is not subject to income tax, as it relates to a partnership interest.

The following table contains the amounts of cash transferred in the merger and net cash consideration shown in the Consolidated Statements of Cash Flows for the three months ended March 31, 2026:

March 31, 2026

Cash consideration transferred $ 47,254

Cash assumed in merger ( 22,485 )

Net cash consideration shown in Consolidated Statements of Cash Flows $ 24,769

We recognized approximately $ 70.4 million of merger-related costs during the first quarter of 2026.

See Note 21 — Integration and Merger-Related Costs for descriptions of the components of merger-related costs.

Equity issuance costs directly attributable to the share issuance of $ 0.9 million were capitalized as a reduction of Common Stock.

BASIS OF ACCOUNTING

The merger has been accounted for using the acquisition method in accordance with ASC 805, Business Combinations ("ASC 805"), with Rayonier as the legal and accounting acquirer.

Assets acquired and liabilities assumed have been recorded at their fair values as of the acquisition date.

The preliminary allocation will be finalized as soon as practicable, but no later than one year after the acquisition date.

The financial statements will not be retrospectively adjusted for any provisional amount changes;

rather, such adjustments will be recognized in the reporting period determined, together with the effect on earnings of changes in depletion, depreciation, amortization, or other income effects calculated as if the accounting had been completed at the acquisition date.

Our consolidated financial statements as of and for the three months ended March 31, 2026 include results of operations for PotlatchDeltic from January 31, 2026 through March 31, 2026.

The preliminary fair value estimates required the use of significant assumptions, including projected harvest volumes and log pricing, future expected cash flows, applicable discount rates, and replacement cost estimates for manufacturing facilities and equipment.

These estimates are preliminary and subject to change as additional information is obtained during the measurement period.

The most significant areas for which the allocation remains open include timberlands;

property, plant and equipment;

higher and better use timberlands and real estate development investments;

long-term debt;

pension and other postretirement benefit obligations;

environmental liabilities;

intangible assets;

and tax-related matters.

The preliminary fair value estimates represent Level 3 measurements under ASC 820, Fair Value Measurements ("ASC 820"), with the exception of certain assumed long-term debt instruments valued using observable market inputs classified as Level 2.

The initial carrying amounts of certain other assets acquired and liabilities assumed approximated their fair values due to their short-term nature.

See Note 10 — Fair Value Measurements for further information on the fair value hierarchy.

The fair value methodologies used were as follows:

Income Approach — Estimates fair value based on the present value of projected cash flows, discounted at rates reflecting the relative risk and time value of money.

This approach was primarily used to value acquired timberlands, including the allocation of value among bare land, pre-merchantable timber, and merchantable timber across each geographic region.

Cost Approach — Estimates fair value based on current replacement cost, adjusted for physical deterioration and functional and economic obsolescence.

This approach was primarily used for property, plant, and equipment.

Market Approach — Estimates fair value based on observable prices from recent comparable transactions.

This approach was primarily used for higher and better use timberlands, real estate development investments, certain land and building assets, and long-term debt instruments.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

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

December 31, 2024

CURRENT ASSETS

PRELIMINARY PURCHASE PRICE ALLOCATION

The preliminary allocation of purchase price to the identifiable assets acquired and liabilities assumed, based on preliminary estimates of fair value as of January 30, 2026, is as follows:

Cash and cash equivalents $ 22,485

Trade receivables, less allowance for doubtful accounts of $ 0

Trade and other receivables 45,254

Inventory 113,788

Prepaid expenses 6,206

Other current assets 8,845

Total current assets 47,320

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

Timber and timberlands 3,630,527

Higher and Better Use Timberlands and Real Estate Development Investments 59,563

Property, plant, and equipment 564,282

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 135,229

TOTAL ASSETS $ 475,919

CURRENT LIABILITIES

Total identifiable assets acquired $ 4,579,973

Accounts payable 7,817

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

Current maturities of long-term debt 27,500

Accrued taxes 5,728

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

Current liabilities 78,853

Long-term debt 1,009,500

Pension and other post-retirement benefits 63,888

Deferred income tax liabilities 75,668

Other non-current liabilities 35,345

TOTAL LIABILITIES $ 218,176

The following table summarizes the depreciation, depletion and amortization, capital expenditures and non-cash cost of land sold and improved development of the Company’s discontinued operations for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Depreciation, depletion and amortization — $ 5,632 $ 9,081 $ 20,533

Capital expenditures — 4,820 7,098 12,904

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

Total liabilities assumed $ 1,304,299

Total net assets acquired $ 3,275,674

The fair value of trade and other receivables assumed in the merger was $ 45.3 million.

The gross contractual amounts receivable approximated fair value, and the Company's best estimate of contractual cash flows not expected to be collected at the acquisition date was not material.

The preliminary allocation did not result in the recognition of goodwill or a bargain purchase gain, as the fair value of identifiable net assets acquired approximated the total consideration transferred.

No material contingent liabilities were recognized at the acquisition date, and we have not identified any material unrecorded pre-merger contingencies where the related asset, liability, or impairment is probable and the amount can be reasonably estimated.

These estimated fair values are preliminary and subject to adjustments, which could be material.

Our valuations will be finalized once additional information has been obtained and reviewed.

Prior to finalization, if information becomes available indicating that such events had occurred and the amounts can be reasonably estimated, the related items will be included in the final purchase price allocation.

See Note 22 — Income Taxes for discussion of the release of a portion of the Company's deferred tax asset valuation allowance resulting from the merger.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

SEGMENT AND GEOGRAPHICAL INFORMATION

As of September 30, 2025, Rayonier operated in three reportable segments:

Southern Timber, Pacific Northwest Timber, and Real Estate.

Prior to the first quarter of 2025, we operated in five reportable business segments, which included New Zealand Timber and Trading.

On March 9, 2025, we entered into a purchase and sale agreement to sell our entire 77 % interest in the New Zealand joint venture and as a result, the New Zealand operations are shown as discontinued operations for all periods presented.

On June 30, 2025, we completed the sale.

See Note 2 — Discontinued Operations for additional information.

Effective with the third quarter of 2025, the Company realigned its segments considering the economic characteristics of each business unit and the way the chief operating decision maker (“CODM”), the Chief Executive Officer, now internally evaluates business performance and makes capital allocation decisions.

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.

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

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

The CODM evaluates segment operating performance based on Adjusted Earnings before Interest, Taxes, Depreciation, Depletion and Amortization (“Adjusted EBITDA”) to make decisions about allocating resources and assessing performance.

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

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

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

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

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

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

REVENUE AND EARNINGS OF POTLATCHDELTIC SINCE ACQUISITION

The following table presents the revenue and net income (loss) of PotlatchDeltic included in the Company's Consolidated Statements of Income and Comprehensive Income (Loss) from the acquisition date of January 30, 2026 through March 31, 2026:

March 31, 2026

Revenue $ 158,594

Net loss ($ 6,440 )

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma financial information presents the combined results of operations of Rayonier and PotlatchDeltic as if the merger had occurred on January 1, 2025.

The pro forma information is presented for informational purposes only and is not necessarily indicative of the results that would have been achieved had the merger actually occurred on January 1, 2025, nor is it indicative of future results of operations.

Three Months Ended March 31,

Revenue $ 350,156 $ 351,181

Income (loss) from continuing operations 47,890 ( 123,262 )

Income (loss) from discontinued operations, net of tax — 2,507

Net income (loss) 47,890 ( 120,755 )

Rayonier Inc.

Net income (loss) attributable to Rayonier Inc.

$ 47,625 ($ 120,301 )

Basic earnings (loss) per share - continuing operations $ 0.16 ($ 0.42 )

Diluted earnings (loss) per share - continuing operations $ 0.16 ($ 0.42 )

Basic earnings (loss) per share - discontinued operations — $ 0.01

Diluted earnings (loss) per share - discontinued operations — $ 0.01

Basic earnings (loss) per share attributable to Rayonier Inc.

$ 0.16 ($ 0.41 )

Diluted earnings (loss) per share attributable to Rayonier Inc.

$ 0.16 ($ 0.41 )

Rayonier L.P.

Net income (loss) attributable to Rayonier L.P.

$ 47,890 ($ 121,140 )

Basic earnings (loss) per share - continuing operations $ 0.16 ($ 0.42 )

Diluted earnings (loss) per share - continuing operations $ 0.16 ($ 0.42 )

Basic earnings (loss) per share - discontinued operations — $ 0.01

Diluted earnings (loss) per share - discontinued operations — $ 0.01

Basic earnings (loss) per share attributable to Rayonier L.P.

$ 0.16 ($ 0.41 )

Diluted earnings (loss) per share attributable to Rayonier L.P.

$ 0.16 ($ 0.41 )

The unaudited pro forma financial information above reflects the following material nonrecurring pro forma adjustments:

• Incremental depletion and depreciation expense resulting from the preliminary fair value step-up of acquired timber, timberlands, and property, plant, and equipment;

• Cost of sales adjustments related to the preliminary fair value step-up of acquired wood products inventory and the elimination of PotlatchDeltic's last-in, first-out (LIFO) inventory reserves, which do not carry over under purchase accounting;

RAYONIER INC.

AND SUBSIDIARIES

3 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

The following tables summarize the segment information for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended Southern Timber Pacific Northwest Timber Real Estate Total

September 30, 2025

Sales $ 66,834 $ 19,941 $ 90,756 $ 177,531

Costs and Expenses

Cut and haul costs ( 13,779 ) ( 8,400 ) — ( 22,179 )

Depreciation, depletion and amortization ( 20,139 ) ( 4,637 ) ( 9,605 ) ( 34,381 )

Non-cash cost of land and improved development — — ( 30,745 ) ( 30,745 )

Other costs and expenses (a) ( 10,374 ) ( 5,154 ) ( 23,999 ) ( 39,527 )

Reportable segment operating income $ 22,542 $ 1,750 $ 26,407 $ 50,699

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

Depreciation, depletion and amortization 20,139 4,637 9,605 34,381

Non-cash cost of land and improved development — — 30,745 30,745

Reportable segment adjusted EBITDA $ 42,681 $ 6,387 $ 73,805 $ 122,873

Reconciliation of reportable segment results to consolidated income before taxes

All other EBITDA (c) ($ 8,569 )

Interest, net and miscellaneous income 3,038

Depreciation, depletion and amortization ( 34,801 )

Non-cash cost of land and improved development ( 30,745 )

Non-operating expense ( 1,039 )

Asset impairment charge (b) ( 7,048 )

Net Income (d) $ 43,709

(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) As no income tax expense was recognized for the three months ended September 30, 2025, net income is equal to income before taxes.

• Reclassification of merger-related and integration costs of approximately $ 105.3 million ($ 70.4 million incurred by Rayonier and $ 34.9 million incurred by PotlatchDeltic prior to the acquisition date) from the three months ended March 31, 2026 to the three months ended March 31, 2025, as these costs are directly attributable to the merger and are nonrecurring;

• Stock-based compensation expense adjustments associated with Rayonier replacement equity awards issued in exchange for outstanding PotlatchDeltic equity awards;

• Income tax effects of the pro forma adjustments at a blended statutory rate of 25%.

In connection with the merger, the Company entered into a Second Amended and Restated Credit Agreement to consolidate and refinance debt.

The Credit Agreement allows for an additional $ 200 million expansion of the revolver and further incremental term loans subject to leverage ratios.

See Note 8 — Debt for additional details.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

Three Months Ended Southern Timber Pacific Northwest Timber Real Estate Total

September 30, 2024

DISCONTINUED OPERATIONS

On June 30, 2025, we completed the sale of our entire 77 % interest in our New Zealand operations to Taurus Forest Holdings Limited for a purchase price of $ 710 million, resulting in net proceeds of $ 699.3 million and a gain on disposal of $ 404.5 million.

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

There was no activity related to the discontinued operations during the three months ended March 31, 2026.

Following the closing, we have no significant continuing involvement with the divested operations.

See Note 2 to the Consolidated Financial Statements in our 2025 Form 10-K for additional information.

The following table summarizes the results of our New Zealand operations for the three months ended March 31, 2026 and 2025, as presented in “Income from operations of discontinued operations, net of tax” in the Consolidated Statements of Income and Comprehensive Income (Loss):

Three Months Ended

Sales — $ 56,760

Costs and Expenses

Cut and haul costs ( 12,496 ) ( 10,132 ) — ( 22,628 )

Port and freight costs ( 533 ) ( 2,618 ) — ( 3,151 )

Depreciation, depletion and amortization ( 18,118 ) ( 7,841 ) ( 1,451 ) ( 27,410 )

Non-cash cost of land and improved development — — ( 9,845 ) ( 9,845 )

Other costs and expenses (a) ( 11,479 ) ( 10,193 ) ( 10,133 ) ( 31,805 )

Reportable segment operating income $ 19,790 $ 842 $ 8,632 $ 29,264

Depreciation, depletion and amortization 18,118 7,841 1,451 27,410

Non-cash cost of land and improved development — — 9,845 9,845

Reportable segment adjusted EBITDA $ 37,908 $ 8,683 $ 19,928 $ 66,519

Reconciliation of reportable segment results to consolidated income before taxes

All other EBITDA (b) ($ 9,324 )

Interest, net and miscellaneous expense ( 8,111 )

Depreciation, depletion and amortization ( 27,854 )

Non-cash cost of land and improved development ( 9,845 )

Non-operating income (c) 11,529

Costs related to disposition initiatives (d) ( 664 )

Income from Continuing Operations Before Income Taxes $ 22,250

Cost of sales — ( 50,589 )

Other operating expense, net (a) — ( 1,622 )

Operating income from discontinued operations — 4,549

Interest expense, net — ( 728 )

Interest income — 98

Income from operations of discontinued operations before income taxes — 3,919

Income tax expense — ( 1,412 )

Income from Continuing Operations $ 22,240

Income from operations of discontinued operations, net of tax — 2,507

Net Income $ 30,442

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

(b) All other EBITDA includes general corporate expenses.

(c) Non-operating income includes $ 12.0 million of net recoveries associated with legal settlements, which is partially offset by $ 0.3 million of pension settlement charges.

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

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

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

Net income from discontinued operations attributable to noncontrolling interests in the Operating Partnership — ( 28 )

Net income from discontinued operations attributable to noncontrolling interests in consolidated affiliates — ( 385 )

Net income from discontinued operations attributable to Rayonier Inc.

(a) The three months ended March 31, 2025 includes transaction costs of $ 0.2 million.

The following table summarizes the depreciation, depletion and amortization and capital expenditures of our New Zealand operations for the three months ended March 31, 2026 and 2025:

Three Months Ended

Depreciation, depletion and amortization — $ 4,334

Capital expenditures — 2,654

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

Nine Months Ended Southern Timber Pacific Northwest Timber Real Estate Total

September 30, 2025

Sales $ 171,102 $ 65,533 $ 130,355 $ 366,990

SEGMENT AND GEOGRAPHICAL INFORMATION

As of March 31, 2026, Rayonier operated in four reportable segments:

Southern Timber, Northwest Timber, Wood Products and Real Estate.

On January 30, 2026, we completed the merger with PotlatchDeltic Corporation, which added the Wood Products segment and expanded the geographic scope of our Pacific Northwest Timber segment, renamed Northwest Timber to reflect the addition of Idaho timberland assets.

The Wood Products segment manufactures and sells lumber, plywood, and residual products at seven mills located in Arkansas, Idaho, Michigan and Minnesota.

The segment’s products are largely commodity products, which are sold through our sales team to end users, retailers or wholesalers for nationwide distribution primarily for use in homebuilding, repair and remodeling, industrial products and other construction activity.

Our Southern Timber and Northwest Timber segments supply a portion of the Wood Products segment’s wood fiber needs, which typically represents a sizable portion of the Southern Timber and Northwest Timber segments’ total revenues.

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

The operations of our former New Zealand Timber segment are classified as discontinued operations in the prior-year comparative periods.

See Note 3 — Discontinued Operations for additional information.

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

Total assets by segment are not 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 income and expense, costs related to the merger with PotlatchDeltic, an inventory purchase price adjustment in cost of sales, income from operations of discontinued operations, restructuring charges, and Large Dispositions.

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

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

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

Operating (loss) 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 (loss) reported in the consolidated financial statements.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

The following tables summarize the segment information for the three months ended March 31, 2026 and 2025:

Three Months Ended Southern Timber Northwest Timber Wood Products Real Estate Total

March 31, 2026

Sales from external customers $ 81,052 $ 27,469 $ 108,483 $ 59,783 $ 276,787

Intersegment revenue (a) 7,641 4,599 — — 12,240

Total sales $ 88,693 $ 32,068 $ 108,483 $ 59,783 $ 289,027

Costs and Expenses

Cut and haul costs ( 39,502 ) ( 27,580 ) — ( 67,082 )

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

Freight, logging and hauling ( 30,331 ) ( 16,128 ) ( 13,176 ) — ( 59,635 )

Fiber costs — — ( 49,304 ) — ( 49,304 )

Manufacturing costs — — ( 40,842 ) — ( 40,842 )

Finished goods inventory change — — 2,372 — 2,372

Depreciation, depletion and amortization ( 33,114 ) ( 9,031 ) ( 6,666 ) ( 6,863 ) ( 55,674 )

Non-cash cost of land and improved development — — — ( 11,985 ) ( 11,985 )

Other costs and expenses (a) ( 33,487 ) ( 18,802 ) ( 43,023 ) ( 95,312 )

Reportable segment operating income $ 45,287 $ 3,538 $ 35,236 $ 84,061

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

Other costs and expenses (b) ( 12,854 ) ( 7,358 ) ( 1,891 ) ( 13,563 ) ( 35,666 )

Reportable segment operating income (loss) $ 12,394 ($ 449 ) ($ 1,024 ) $ 27,372 $ 38,293

Depreciation, depletion and amortization 33,114 9,031 6,666 6,863 55,674

Non-cash cost of land and improved development — — — 11,985 11,985

Inventory purchase price adjustment in cost of sales (c) — — 1,153 — 1,153

Reportable segment adjusted EBITDA $ 45,508 $ 8,582 $ 6,795 $ 46,220 $ 107,105

Reconciliation of reportable segment results to consolidated income before taxes

All other EBITDA (c) ($ 25,377 )

Reconciliation of reportable segment results to consolidated loss before taxes

All other EBITDA (d) ($ 11,771 )

Intersegment eliminations (e) ( 1,207 )

Interest, net and miscellaneous expense ( 7,145 )

1 unchanged sentence

Non-cash cost of land and improved development ( 11,985 )

Non-operating expense (d) ( 3,443 )

Asset impairment charge (b) ( 7,048 )

Restructuring charges (e) ( 1,110 )

Income from Continuing Operations Before Income Taxes $ 48,176

Income tax expense ( 291 )

Income from Continuing Operations $ 47,885

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

Gain on sale of discontinued operations 404,463

Net Income $ 454,231

(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) 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 income (expense), net.”

Non-operating income 854

Costs related to the merger with PotlatchDeltic (f) ( 70,402 )

Inventory purchase price adjustment in cost of sales (c) ( 1,153 )

Loss from Continuing Operations Before Income Taxes ($ 51,944 )

Income tax benefit (g) 39,430

Net Loss ($ 12,514 )

(a) Intersegment revenue reflects logs sold from the Timber segments to Wood Products.

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

(c) Inventory purchase price adjustment in cost of sales reflects a non-cash, one-time charge reflecting the excess of fair value over PotlatchDeltic’s historical cost on acquired finished goods inventory sold post-closing.

The inventory purchase price adjustment is recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Cost of sales.”

(d) All other EBITDA includes corporate and other expenses.

(e) Intersegment eliminations reflects the elimination of profit on log sales from the Timber segments to Wood Products that remain in inventory at the end of the period.

(f) Costs related to the merger with PotlatchDeltic include professional services fees, employee-related costs, accelerated stock-based compensation, and other integration-related costs incurred in connection with the merger, which closed on January 30, 2026.

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

(g) Includes a $ 40.3 million tax benefit from our valuation allowance release.

See Note 22 — Income Taxes for additional information.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

Nine Months Ended Southern Timber Pacific Northwest Timber Real Estate Total

September 30, 2024

Three Months Ended Southern Timber Northwest Timber Wood Products Real Estate Total

March 31, 2025

Sales $ 50,944 $ 21,811 — $ 10,167 $ 82,922

Costs and Expenses

Cut and haul costs ( 37,681 ) ( 31,076 ) — ( 68,757 )

Port and freight costs ( 2,883 ) ( 5,105 ) — ( 7,988 )

Freight, logging and hauling ( 12,521 ) ( 9,358 ) — — ( 21,879 )

Depreciation, depletion and amortization ( 16,899 ) ( 5,606 ) — ( 564 ) ( 23,069 )

5 unchanged sentences

Reportable segment adjusted EBITDA $ 27,049 $ 5,900 — $ 2,013 $ 34,962

Reconciliation of reportable segment results to consolidated income before taxes

Reconciliation of reportable segment results to consolidated loss before taxes

All other EBITDA (b) ($ 7,901 )

2 unchanged sentences

Non-cash cost of land and improved development ( 2,399 )

Non-operating income (c) 3,276

Costs related to disposition initiatives (d) ( 849 )

Income from Continuing Operations Before Income Taxes $ 12,853

Income tax benefit 981

Income from Continuing Operations $ 13,834

Non-operating expense (c) ( 1,842 )

Restructuring charges (d) ( 1,110 )

Loss from Continuing Operations Before Income Taxes ($ 5,301 )

Income tax expense ( 291 )

Loss from Continuing Operations ($ 5,592 )

Income from operations of discontinued operations, net of tax 2,507

Net Income $ 35,783

Net Loss ($ 3,085 )

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

(b) All other EBITDA includes general corporate expenses.

(c) Non-operating income includes $ 9.6 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.”

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

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

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

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

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

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Capital Expenditures (a)

Southern Timber $ 13,975 $ 9,615

Pacific Northwest Timber 1,716 2,230 6,346 9,220

Northwest Timber 4,010 2,366

Wood Products 2,434 —

Real Estate 13 42

Corporate and other — 18 — 77

Total Capital Expenditures $ 20,432 $ 12,023

Timberland Acquisitions

Southern Timber — 3,637 — 3,637

Total Timberland Acquisitions — $ 3,637 — $ 3,637

Real Estate Development Investments (b) $ 3,712 $ 8,949 $ 11,888 $ 19,073

Total Gross Capital Expenditures $ 16,309 $ 23,990 $ 46,912 $ 62,972

(a) Excludes timberland acquisitions and real estate development investments presented separately.

(b) Represents investments in master infrastructure or entitlements in our real estate development projects.

Real Estate Development Investments are amortized as the underlying properties are sold and included in Non-Cash Cost of Land and Improved Development.

(a) Excludes real estate development investments of $ 4.5 million and $ 4.1 million in the three months ended March 31, 2026 and 2025, respectively.

RAYONIER INC.

5 unchanged sentences

PERFORMANCE OBLIGATIONS

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

Unsatisfied performance obligations as of September 30, 2025 are primarily due to advances on stumpage contracts, unearned license revenue and unearned carbon capture and storage revenue.

We recognize revenue 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 March 31, 2026 primarily consist of advances on stumpage contracts, unearned license revenue, unearned carbon capture and storage revenue, hunting and other access rights on our timberlands, payments received for shipments where control of goods have not transferred, member related activities at an owned country club and certain post-close obligations for real estate sales.

Of these performance obligations, $ 26.3 million is expected to be recognized within the next twelve months , with the remaining $ 14.2 million expected to be recognized thereafter as we satisfy our performance obligations.

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

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

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

CONTRACT BALANCES

2 unchanged sentences

Contract liabilities relate to payments received in advance of performance under a contract and are recognized as revenue as, or when, we perform under a contract.

The following table summarizes revenue recognized during the three and nine months ended September 30, 2025 and 2024 that was included in the contract liability balance at the beginning of each year:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Revenue recognized from contract liability balance at the beginning of the year $ 3,649 $ 2,122 $ 19,497 $ 20,377

The following table summarizes revenue recognized during the three months ended March 31, 2026 and 2025 that was included in the contract liability balance at the beginning of each year:

Three Months Ended March 31,

Revenue recognized from contract liability balance at the beginning of the year (a) $ 8,096 $ 9,089

(a) Revenue recognized during the three months ended March 31, 2026, from contract liabilities at the beginning of the year excludes amounts related to PotlatchDeltic Corporation, as the merger was completed on January 30, 2026, and PotlatchDeltic’s contract liabilities were not included in our contract liability balance as of December 31, 2025.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

The following tables present our revenue from contracts with customers disaggregated by product type for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended Southern Timber Pacific Northwest Timber Real Estate Total

September 30, 2025

The following tables present our revenue from contracts with customers disaggregated by product type for the three months ended March 31, 2026 and 2025:

Three Months Ended Southern Timber Northwest Timber Wood Products Real Estate Elim.

March 31, 2026

Pulpwood $ 23,219 $ 1,755 — — — $ 24,974

6 unchanged sentences

Total Non-Timber Sales 13,824 1,374 — — — 15,198

Lumber — — 87,197 — — 87,197

Plywood/Residual/Other — — 21,286 — — 21,286

Total Wood Products Sales — — 108,483 — — 108,483

Improved Development — — — 6,588 — 6,588

Rural — — — 49,431 — 49,431

Timberland & Non-Strategic — — 53,500 53,500

Deferred Revenue/Other (b) — — — 3,499 — 3,499

2 unchanged sentences

Lease Revenue — — — 265 — 265

Intersegment (c) 7,641 4,599 — — ( 12,240 ) —

Total Revenue $ 88,693 $ 32,068 $ 108,483 $ 59,783 ($ 12,240 ) $ 276,787

Three Months Ended Southern Timber Pacific Northwest Timber Real Estate Total

September 30, 2024

Three Months Ended Southern Timber Northwest Timber Wood Products Real Estate Elim.

March 31, 2025

Pulpwood $ 19,798 $ 1,265 — — — $ 21,063

2 unchanged sentences

Total Timber Sales 41,892 20,371 — — — 62,263

Trading (c) 397 4,378 — 4,775

Trading — 407 — — — 407

License Revenue, Primarily from Hunting 5,235 91 — — — 5,326

4 unchanged sentences

Rural — — — 5,274 — 5,274

Conservation Easement — — 1,101 1,101

Deferred Revenue/Other (b) — — — 1,290 — 1,290

4 unchanged sentences

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

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

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

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

Nine Months Ended Southern Timber Pacific Northwest Timber Real Estate Total

September 30, 2025

Pulpwood $ 61,495 $ 3,754 — $ 65,249

Sawtimber 71,830 56,110 — 127,940

Hardwood 4,531 — — 4,531

Total Timber Sales 137,856 59,864 — 197,720

Trading (a) — 1,805 — 1,805

License Revenue, Primarily From Hunting 15,912 426 — 16,338

Land-Based Solutions (b) 8,357 93 — 8,450

Other Non-Timber Revenue 8,977 3,345 — 12,322

Total Non-Timber Sales 33,246 5,669 — 38,915

Improved Development — — 32,368 32,368

Unimproved Development — — 3,000 3,000

Rural — — 28,314 28,314

Timberland & Non-Strategic — — 53,500 53,500

Deferred Revenue/Other (c) — — 12,047 12,047

Total Real Estate Sales — — 129,229 129,229

Revenue from Contracts with Customers 171,102 65,533 129,229 365,864

Lease Revenue — — 1,126 1,126

Total Revenue $ 171,102 $ 65,533 $ 130,355 $ 366,990

Nine Months Ended Southern Timber Pacific Northwest Timber Real Estate Total

September 30, 2024

Pulpwood $ 73,141 $ 4,329 — $ 77,470

Sawtimber 79,973 68,495 — 148,468

Hardwood 3,003 — — 3,003

Total Timber Sales 156,117 72,824 — 228,941

Trading (a) 1,223 7,083 — 8,306

License Revenue, Primarily from Hunting 15,907 515 — 16,422

Land-Based Solutions (b) 7,062 30 — 7,092

Other Non-Timber Revenue 12,236 3,354 — 15,590

Total Non-Timber Sales 36,428 10,982 — 47,410

Improved Development — — 16,399 16,399

Rural — — 29,964 29,964

Timberland & Non-Strategic — — 610 610

Conservation Easement — — 1,101 1,101

Deferred Revenue/Other (c) — — 11,902 11,902

Total Real Estate Sales — — 59,976 59,976

Revenue from Contracts with Customers 192,545 83,806 59,976 336,327

Lease Revenue — — 1,119 1,119

Total Revenue $ 192,545 $ 83,806 $ 61,095 $ 337,446

(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.

(c) Includes deferred revenue adjustments, builder price participation, and other fees related to Improved Development sales.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

The following tables present our timber sales disaggregated by contract type for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended Southern Timber Pacific Northwest Timber Total

September 30, 2025

Stumpage Pay-as-Cut $ 26,112 — $ 26,112

Stumpage Lump Sum 368 646 1,014

Total Stumpage 26,480 646 27,126

Delivered Wood (Domestic) 25,721 17,685 43,406

Total Delivered 25,721 17,685 43,406

Total Timber Sales $ 52,201 $ 18,331 $ 70,532

September 30, 2024

Stumpage Pay-as-Cut $ 20,907 — $ 20,907

Stumpage Lump Sum — 3,846 3,846

Total Stumpage 20,907 3,846 24,753

Delivered Wood (Domestic) 23,733 20,612 44,345

Delivered Wood (Export) 712 1,238 1,950

Total Delivered 24,445 21,850 46,295

Total Timber Sales $ 45,352 $ 25,696 $ 71,048

(b) Includes deferred revenue adjustments, builder price participation and other fees related to Improved Development sales, as well as revenue from our country club operations.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

Nine Months Ended Southern Timber Pacific Northwest Timber Total

September 30, 2025

The following table presents our timber sales disaggregated by contract type for the three months ended March 31, 2026 and 2025:

Three Months Ended Southern Timber Northwest Timber Total

March 31, 2026

Stumpage Pay-as-Cut $ 22,812 — $ 22,812

2 unchanged sentences

Delivered Wood (Domestic) 42,601 25,406 68,007

Delivered Wood (Export) — 43 43

Total Delivered 42,601 25,406 68,007

Total Timber Sales $ 67,228 $ 26,095 $ 93,323

September 30, 2024

March 31, 2025

Stumpage Pay-as-Cut $ 17,982 — $ 17,982

5 unchanged sentences

Delivered Wood (Export)

4,735 3,922 8,657

Total Delivered 23,484 19,221 42,705

12 unchanged sentences

Accordingly, we consolidated the New Zealand subsidiary’s balance sheet and results of operations.

Income attributable to the New Zealand subsidiary’s 23 % noncontrolling interests is reflected as an adjustment to income in our Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Net (income) loss 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.

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 captio n “Net income a ttributable to noncontrolling interests in consolidated affiliates.”

Due to the sale of the New Zealand subsidiary, we deconsolidated its balance sheet as of June 30, 2025, and its results of operations through the sale date have been classified as discontinued operations in our Consolidated Statements of Income and Comprehensive Income (Loss).

See Note 3 — Discontinued Operations for additional information.

NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP

Noncontrolling interests in the Operating Partnership represents 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.

Noncontrolling interests in the Operating Partnership represent the third-party ownership of Redeemable Operating Partnership Units (“OP Units”).

Net loss 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 loss 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.

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.

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Beginning noncontrolling interests in the Operating Partnership

1 unchanged sentence

Adjustment of noncontrolling interests in the Operating Partnership

1,350 6,476 ( 3,823 ) ( 1,325 )

Conversions of Redeemable Operating Partnership Units to common shares

( 8,058 ) ( 643 ) ( 8,304 ) ( 14,070 )

Net income attributable to noncontrolling interests in the Operating Partnership

Conversions of OP Units to common shares

( 14 ) ( 28 )

Other comprehensive loss attributable to noncontrolling interests in the Operating Partnership

Net loss attributable to noncontrolling interests in the Operating Partnership

( 82 ) ( 46 )

Other comprehensive income (loss) attributable to noncontrolling interests in the Operating Partnership

Distributions to noncontrolling interests in the Operating Partnership

( 437 ) ( 568 )

Issuance of Redeemable Operating Partnership Units (a) — — 2,681 —

Total noncontrolling interests in the Operating Partnership

$ 39,943 $ 58,170

(a) Reflects the issuance of Redeemable Operating Partnership Units related to the Company’s special distribution of $ 1.80 per Operating Partnership unit, paid on January 30, 2025, to holders of record as of December 12, 2024.

This distribution comprised a combination of cash and Redeemable Operating Partnership Units.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

EARNINGS PER SHARE AND PER UNIT

Basic earnings per common share (“EPS”) is calculated by dividing net income attributable to Rayonier Inc.

(LOSS) EARNINGS PER SHARE AND PER UNIT

Basic (loss) earnings per common share (“EPS”) is calculated by dividing net income (loss) attributable to Rayonier Inc.

by the weighted average number of common shares outstanding.

Diluted EPS is calculated by dividing net income attributable to Rayonier Inc., before net income attributable to noncontrolling interests (“NCI”) in the Operating Partnership by the weighted average number of common shares outstanding adjusted to include the potentially dilutive effect of outstanding stock options, performance shares, restricted shares, restricted stock units, noncontrolling interests in Operating Partnership units and contingently issuable shares and units.

The following table provides details of the calculation of basic earnings per common share of the Company:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Basic earnings per common share

Net income from continuing operations $ 43,709 $ 22,240 $ 47,885 $ 13,834

Net income from continuing operations attributable to NCI in the Operating Partnership ( 522 ) ( 298 ) ( 577 ) ( 181 )

Net loss from continuing operations attributable to NCI in consolidated affiliates — 10 — 34

Net income from continuing operations attributable to Rayonier Inc.

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 performance 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 (loss) earnings per common share of the Company:

Three Months Ended March 31,

Basic (loss) earnings per common share

Net loss from continuing operations ($ 12,514 ) ($ 5,592 )

Net loss from continuing operations attributable to NCI in the Operating Partnership 82 74

Net loss from continuing operations attributable to Rayonier Inc.

($ 12,432 ) ($ 5,518 )

1 unchanged sentence

Net income from discontinued operations attributable to NCI in the Operating Partnership — ( 28 )

Net (income) loss from discontinued operations attributable to NCI in consolidated affiliates — ( 1,303 ) 192 ( 3,362 )

Net income from discontinued operations attributable to NCI in consolidated affiliates — ( 385 )

Net income from discontinued operations attributable to Rayonier Inc.

— $ 6,806 $ 401,163 $ 18,331

Net income $ 43,709 $ 30,442 $ 454,231 $ 35,783

Net income attributable to NCI in the Operating Partnership ( 522 ) ( 391 ) ( 5,952 ) ( 437 )

Net (income) loss attributable to NCI in consolidated affiliates — ( 1,293 ) 192 ( 3,328 )

Net income attributable to Rayonier Inc.

Net loss ($ 12,514 ) ($ 3,085 )

Net loss attributable to NCI in the Operating Partnership 82 46

Net income attributable to NCI in consolidated affiliates — ( 385 )

Net loss attributable to Rayonier Inc.

($ 12,432 ) ($ 3,424 )

Denominator for basic earnings per common share - weighted average shares 154,306,240 148,984,534 154,509,107 148,821,306

Basic earnings per common share attributable to Rayonier Inc.:

Denominator for basic (loss) earnings per common share - weighted average shares 255,954,391 153,677,854

Basic (loss) earnings per common share attributable to Rayonier Inc.:

Continuing operations ($ 0.05 ) ($ 0.04 )

Discontinued operations — $ 0.01

Basic earnings per common share $ 0.28 $ 0.19 $ 2.90 $ 0.22

Basic loss per common share ($ 0.05 ) ($ 0.02 )

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

The following table provides details of the calculation of diluted earnings per common share of the Company:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Diluted earnings per common share

Net income from continuing operations $ 43,709 $ 22,240 $ 47,885 $ 13,834

Net loss from continuing operations attributable to NCI in consolidated affiliates — 10 — 34

Net income from continuing operations attributable to Rayonier Inc.

used for determining diluted earnings per common share $ 43,709 $ 22,250 $ 47,885 $ 13,868

The following table provides details of the calculation of diluted (loss) earnings per common share of the Company:

Three Months Ended March 31,

Diluted (loss) earnings per common share

Net loss from continuing operations ($ 12,514 ) ($ 5,592 )

Net loss from continuing operations attributable to NCI in the Operating Partnership (a) 82 74

Net loss from continuing operations attributable to Rayonier Inc.

used for determining diluted loss per common share ($ 12,432 ) ($ 5,518 )

Net income from discontinued operations — $ 2,507

Net (income) loss from discontinued operations attributable to NCI in consolidated affiliates — ( 1,303 ) 192 ( 3,362 )

Net income from discontinued operations attributable to NCI in the Operating Partnership (a) — ( 28 )

Net income from discontinued operations attributable to NCI in consolidated affiliates — ( 385 )

Net income from discontinued operations attributable to Rayonier Inc.

used for determining diluted earnings per common share — $ 2,094

Net income $ 43,709 $ 30,442 $ 454,231 $ 35,783

Net (income) loss attributable to NCI in consolidated affiliates — ( 1,293 ) 192 ( 3,328 )

Net income attributable to Rayonier Inc.

used for determining diluted earnings per common share $ 43,709 $ 29,149 $ 454,423 $ 32,455

Denominator for basic earnings per common share - weighted average shares 154,306,240 148,984,534 154,509,107 148,821,306

Dilutive effect of:

Stock options — — — 55

Performance shares, restricted shares and restricted stock units 194,077 281,407 192,390 403,444

Noncontrolling interests in Operating Partnership units 1,864,367 2,027,053 1,999,949 2,088,013

Contingently issuable shares and units from special dividend — — 841,991 —

Denominator for diluted earnings per common share - adjusted weighted average share 156,364,684 151,292,994 157,543,437 151,312,818

Diluted earnings per common share attributable to Rayonier Inc.:

Net loss ($ 12,514 ) ($ 3,085 )

Net loss attributable to NCI in the Operating Partnership (a) 82 46

Net income attributable to NCI in consolidated affiliates — ( 385 )

Net loss attributable to Rayonier Inc.

used for determining diluted loss per common share ($ 12,432 ) ($ 3,424 )

Denominator for diluted (loss) earnings per common share - weighted average shares (b) 255,954,391 153,677,854

Diluted (loss) earnings per common share attributable to Rayonier Inc.:

Continuing operations ($ 0.05 ) ($ 0.04 )

Discontinued operations — $ 0.01

Diluted earnings per common share $ 0.28 $ 0.19 $ 2.88 $ 0.21

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Anti-dilutive shares excluded from the computations of diluted earnings per common share:

Stock options, performance shares, restricted shares and restricted stock units 324,716 149,609 260,170 149,446

Diluted loss per common share ($ 0.05 ) ($ 0.02 )

Three Months Ended March 31,

Anti-dilutive shares excluded from the computations of diluted (loss) earnings per common share:

Performance shares, restricted stock units, noncontrolling interests in Operating Partnership units, and contingently issuable shares and units from special dividend (b) 2,638,830 5,019,873

(a) For the quarters ended March 31, 2026 and 2025, net loss attributable to NCI in the Operating Partnership was included in the numerator for diluted (loss) earnings attributable to Rayonier Inc.

due to a loss from continuing operations.

(b) For the quarters ended March 31, 2026 and 2025, the effect of anti-dilutive securities related to performance shares, restricted stock units and contingently issuable shares and units from the special dividend were not included in the denominator of calculating diluted (loss) earnings per share due to a loss from continuing operations.

Also, as a result of the net loss from continuing operations attributable to Rayonier Inc.

during the three months ended March 31, 2026 and 2025, the incremental shares related to noncontrolling interests in Operating Partnership units were excluded from the denominator of diluted (loss) earnings per share.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

Basic earnings per unit (“EPU”) is calculated by dividing net income available to unitholders of Rayonier, L.P.

Basic (loss) earnings per unit (“EPU”) is calculated by dividing net income (loss) available to unitholders of Rayonier, L.P.

by the weighted average number of units outstanding.

Diluted EPU is calculated by dividing net income available to unitholders of Rayonier, L.P.

by the weighted average number of units outstanding adjusted to include the potentially dilutive effect of outstanding unit equivalents, including stock options, performance shares, restricted shares, restricted stock units and contingently issuable shares and units.

The following table provides details of the calculation of basic earnings per unit of the Operating Partnership:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Basic earnings per unit

Net income from continuing operations $ 43,709 $ 22,240 $ 47,885 $ 13,834

Net loss from continuing operations attributable to NCI in consolidated affiliates — 10 — 34

Net income from continuing operations available to unitholders $ 43,709 $ 22,250 $ 47,885 $ 13,868

by the weighted average number of units outstanding adjusted to include the potentially dilutive effect of outstanding unit equivalents, including performance shares, restricted stock units and contingently issuable shares and units.

The following table provides details of the calculation of basic (loss) earnings per unit of the Operating Partnership:

Three Months Ended March 31,

Basic (loss) earnings per unit

Net loss from continuing operations available to unitholders ($ 12,514 ) ($ 5,592 )

Net income from discontinued operations — $ 2,507

Net (income) loss from discontinued operations attributable to NCI in consolidated affiliates — ( 1,303 ) 192 ( 3,362 )

Net income from discontinued operations attributable to NCI in consolidated affiliates — ( 385 )

Net income from discontinued operations available to unitholders — $ 2,122

Net income $ 43,709 $ 30,442 $ 454,231 $ 35,783

Net (income) loss attributable to NCI in consolidated affiliates — ( 1,293 ) 192 ( 3,328 )

Net income available to unitholders $ 43,709 $ 29,149 $ 454,423 $ 32,455

Denominator for basic earnings per unit - weighted average units 156,170,607 151,011,587 156,509,056 150,909,319

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

Net loss ($ 12,514 ) ($ 3,085 )

Net income attributable to NCI in consolidated affiliates — ( 385 )

Net loss available to unitholders ($ 12,514 ) ($ 3,470 )

Denominator for basic (loss) earnings per unit - weighted average units 257,636,937 155,731,594

Basic (loss) earnings per unit attributable to Rayonier, L.P.:

Continuing operations ($ 0.05 ) ($ 0.04 )

Discontinued operations — $ 0.01

Basic earnings per unit $ 0.28 $ 0.19 $ 2.90 $ 0.22

Basic loss per unit ($ 0.05 ) ($ 0.02 )

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

The following table provides details of the calculation of diluted earnings per unit of the Operating Partnership:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Diluted earnings per unit

Net income from continuing operations $ 43,709 $ 22,240 $ 47,885 $ 13,834

Net loss from continuing operations attributable to NCI in consolidated affiliates — 10 — 34

Net income from continuing operations available to unitholders $ 43,709 $ 22,250 $ 47,885 $ 13,868

The following table provides details of the calculation of diluted (loss) earnings per unit of the Operating Partnership:

Three Months Ended March 31,

Diluted (loss) earnings per unit

Net loss from continuing operations available to unitholders ($ 12,514 ) ($ 5,592 )

Net income from discontinued operations — $ 2,507

Net (income) loss from discontinued operations attributable to NCI in consolidated affiliates — ( 1,303 ) 192 ( 3,362 )

Net income from discontinued operations attributable to NCI in consolidated affiliates — ( 385 )

Net income from discontinued operations available to unitholders — $ 2,122

Net income $ 43,709 $ 30,442 $ 454,231 $ 35,783

Net (income) loss attributable to NCI in consolidated affiliates — ( 1,293 ) 192 ( 3,328 )

Net income available to unitholders $ 43,709 $ 29,149 $ 454,423 $ 32,455

Denominator for basic earnings per unit - weighted average units 156,170,607 151,011,587 156,509,056 150,909,319

Dilutive effect of unit equivalents:

Stock options — — — 55

Performance shares, restricted shares and restricted stock units 194,077 281,407 192,390 403,444

Contingently issuable shares and units from special dividend — — 841,991 —

Denominator for diluted earnings per unit - adjusted weighted average units 156,364,684 151,292,994 157,543,437 151,312,818

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

Net loss ($ 12,514 ) ($ 3,085 )

Net income attributable to NCI in consolidated affiliates — ( 385 )

Net loss available to unitholders ($ 12,514 ) ($ 3,470 )

Denominator for diluted (loss) earnings per unit - weighted average units (a) 257,636,937 155,731,594

Diluted (loss) earnings per unit attributable to Rayonier, L.P.:

Continuing operations ($ 0.05 ) ($ 0.04 )

Discontinued operations — $ 0.01

Diluted earnings per unit $ 0.28 $ 0.19 $ 2.88 $ 0.21

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Anti-dilutive unit equivalents excluded from the computations of diluted earnings per unit:

Stock options, performance shares, restricted shares and restricted stock units 324,716 149,609 260,170 149,446

Diluted loss per unit ($ 0.05 ) ($ 0.02 )

Three Months Ended March 31,

Anti-dilutive unit equivalents excluded from the computations of diluted (loss) earnings per unit:

Performance shares, restricted stock units, and contingently issuable shares and units from special dividend (a) 956,284 2,966,133

(a) For the quarters ended March 31, 2026 and 2025, the effect of anti-dilutive securities related to performance shares, restricted stock units and contingently issuable shares and units from the special dividend were not included in the denominator of calculating diluted (loss) earnings per unit due to a loss from continuing operations.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

Our debt consisted of the following at September 30, 2025:

September 30, 2025

Our debt consisted of the following at March 31, 2026:

March 31, 2026

Senior Notes due 2031 at a fixed interest rate of 2.75 %

2015 Term Loan borrowings due 2028 at a variable interest rate of 5.25 %

2016 Incremental Term Loan borrowings due 2026 at a variable interest rate of 6.09 %

2021 Incremental Term Loan borrowings due 2029 at a variable interest rate of 6.26 %

2016 Incremental Term Loan due 2026 at a variable interest rate of 5.40 %

2021 Incremental Term Loan due 2029 at a variable interest rate of 5.57 %

Debt assumed in the PotlatchDeltic merger (January 30, 2026)

Term Loan M due 2029 at a variable interest rate of 5.37 %

Term Loan Q due 2027 at a variable interest rate of 5.67 %

Term Loan R due 2030 at a variable interest rate of 5.67 %

Term Loan W due 2034 at a variable interest rate of 5.95 %

Term Loan X due 2035 at a variable interest rate of 5.95 %

Term Loan K due 2028 at a variable interest rate of 5.71 %

Term Loan O due 2030 at a variable interest rate of 5.95 %

Term Loan N due 2029 at a variable interest rate of 5.36 %

Term Loan P due 2031 at a variable interest rate of 5.87 %

Term Loan S due 2032 at a variable interest rate of 5.97 %

Term Loan T due 2033 at a variable interest rate of 5.97 %

Term Loan U due 2032 at a variable interest rate of 5.85 %

Term Loan V due 2033 at a variable interest rate of 5.90 %

Term Loan L due 2028 at a variable interest rate of 5.71 %

Total principal debt 2,059,500

3 unchanged sentences

Total long-term debt, net $ 1,855,051

The following table contains information on the outstanding variable rate debt as of September 30, 2025:

Debt Periodic Interest Rate Effective Fixed Interest Rate (a)

2015 Term Loan Daily Simple SOFR + 1.60 %

2016 Incremental Term Loan Daily Simple SOFR + 1.75 %

2021 Incremental Term Loan Daily Simple SOFR + 1.92 %

(a) Effective interest rate is after consideration of interest rate swaps and estimated patronage.

Principal payments due during the next five years and thereafter are as follows:

3 unchanged sentences

2026 DEBT ACTIVITY

REVOLVING CREDIT FACILITY

In August 2025, we amended and restated our credit agreement, primarily to extend the maturity date of the Revolving Credit Facility.

The maturity of the $ 300 million Revolving Credit Facility was extended from June 2026 to August 2030.

In connection with the amendment, we concurrently modified the following terms:

• The commitment under the Revolving Credit Facility was reduced from $ 300 million to $ 200 million.

• The 0.1 % credit spread adjustment previously added to the Revolving Credit Facility during the 2022 transition from LIBOR to SOFR was eliminated.

During the three months ended March 31, 2026, we made no borrowings on our Revolving Credit Facility.

At March 31, 2026, we had available capacity of $ 198.8 million under the Revolving Credit Facility, net of $ 1.2 million reserved to securing outstanding letters of credit.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

• The 0.1 % credit spread adjustment on each of our three Term Loans was merged into the respective Term loan’s base rate.

This modification resulted in no change to the all-in fixed rate for each Term loan.

In connection with the amendments, we recorded deferred financing costs in the amount of $ 0.8 million, which will be amortized to interest expense over the term of the extended credit agreement.

During the nine months ended September 30, 2025, we made no borrowings or repayments on our Revolving Credit Facility.

At September 30, 2025, we had available borrowings of $ 192.4 million under the Revolving Credit Facility, net of $ 7.6 million securing outstanding letters of credit.

Repayment of 2016 Incremental Term Loan

On April 28, 2026, the $ 200.0 million 2016 Incremental Term Loan matured and was repaid in full with cash on hand.

LONG-TERM DEBT ASSUMED IN THE POTLATCHDELTIC CORPORATION MERGER

On January 30, 2026, in connection with the merger, we entered into the Second Amended and Restated Credit Agreement, assuming fifteen variable-rate term loans of PotlatchDeltic Corporation (Term Loans I through X, excluding Term Loan J) with $ 1,037.0 million in aggregate principal at closing.

These loans bear interest at Adjusted 1-Month Term SOFR, 1-Month Term SOFR, or Daily Simple SOFR plus margins of 1.59 % to 2.30 % and mature between 2027 and 2035.

Also at closing, Term Loan I (principal of $ 27.5 million, due February 1, 2026) was repaid in full with cash on hand, and PotlatchDeltic's $ 300.0 million undrawn revolving credit facility was terminated.

Effective fixed rates below reflect the contractual rate, interest rate swaps, and estimated patronage payments on variable-rate debt outstanding as of March 31, 2026:

Debt Periodic Interest Rate Effective Fixed Interest Rate (a)

Pre-existing Debt

2015 Term Loan Daily Simple SOFR + 1.60 %

2016 Incremental Term Loan Daily Simple SOFR + 1.75 %

2021 Incremental Term Loan Daily Simple SOFR + 1.92 %

Debt Assumed in the PotlatchDeltic Merger (January 30, 2026)

Term Loan M (b) Adj.

1-Month Term SOFR + 1.60 %

Term Loan Q 1-Month Term SOFR + 2.00 %

Term Loan R (b) 1-Month Term SOFR + 2.00 %

Term Loan W (b) Daily Simple SOFR + 2.30 %

Term Loan X (b) Daily Simple SOFR + 2.30 %

Term Loan K (b) Adj.

1-Month Term SOFR + 1.94 %

Term Loan O (b) Adj.

1-Month Term SOFR + 2.18 %

Term Loan N (b) Adj.

1-Month Term SOFR + 1.59 %

Term Loan P Adj.

1-Month Term SOFR + 2.10 %

Term Loan S (b) 1-Month Term SOFR + 2.30 %

Term Loan T (b) 1-Month Term SOFR + 2.30 %

Term Loan U (b) Daily Simple SOFR + 2.20 %

Term Loan V (b) Daily Simple SOFR + 2.25 %

Term Loan L (b) Adj.

1-Month Term SOFR + 1.94 %

(a) Effective interest rate is after consideration of interest rate swaps and estimated patronage.

(b) The applicable margin is subject to periodic adjustment based on the lender’s actual cost of funds for each funding period.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

PATRONAGE REFUNDS AND INTEREST RATE SWAPS

Our term credit facilities, including the term loans assumed in the PotlatchDeltic merger, are held by Farm Credit System lenders and provide for annual patronage refunds, which are profit distributions made by the lending cooperative to its member-borrowers.

We account for patronage refunds as a reduction to interest expense in the period the amounts are earned and become reasonably estimable.

We have also entered into interest rate swap agreements that fix the variable-rate exposure on the entirety of our outstanding term debt, including all term debt assumed in the PotlatchDeltic merger.

See Note 9 — Derivative Financial Instruments and Hedging Activities for additional information.

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 September 30, 2025, are calculated on a trailing 12-month basis:

In connection with our Second Amended and Restated Credit Agreement, we are subject to certain restrictive covenants.

The most significant financial covenants, which are calculated on a trailing 12-month basis as of March 31, 2026, are summarized below:

Covenant Requirement Actual Ratio Favorable

Covenant EBITDA to consolidated interest expense should not be less than 2.5 to 1

Covenant EBITDA to consolidated interest expense shall not be less than 2.5 to 1

Covenant debt to covenant net worth plus covenant debt shall not exceed 65 % 30 % 35 %

In addition to the financial covenants listed above, the Senior Notes due 2031, 2015 Term Loan Agreement, 2016 Incremental Term Loan Agreement, 2021 Incremental Term Loan Agreement, and Revolving Credit Facility include customary covenants that limit the incurrence of debt and the disposition of assets, among others.

Prior to the sale of our New Zealand subsidiary, we obtained a consent agreement from the lenders party to the aforementioned term loan and incremental term loan agreements, as well as our revolving credit facility, which provided a one-time modification to waive certain disposition-related covenants contained therein.

Therefore, the consideration received from the New Zealand disposition did not count towards our defined disposition limits.

At September 30, 2025, we were in compliance with all applicable covenants.

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.

At March 31, 2026, we were in compliance with all applicable covenants under our debt agreements.

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

RISK MANAGEMENT OBJECTIVE AND STRATEGY

We are exposed to market risk from changes in benchmark interest rates on our variable-rate term loans.

To manage this exposure, we use variable-to-fixed interest rate swaps designated as cash flow hedges to convert floating-rate interest payments into fixed rate payments and reduce the variability of cash flows attributable to interest rate movements.

We do not use derivative financial instruments for speculative or trading purposes.

As of March 31, 2026, all outstanding derivatives are interest rate swaps designated as cash flow hedges.

POTLATCHDELTIC MERGER — ACQUIRED HEDGING INSTRUMENTS

In connection with the January 30, 2026 merger with PotlatchDeltic, we acquired 18 pay-fixed / receive-floating interest rate swaps with an aggregate notional amount of $ 1,037.0 million (the “PotlatchDeltic Merger Swaps”).

One swap with a notional amount of $ 27.5 million matured on February 1, 2026, leaving 17 swaps with an aggregate notional amount of $ 1,009.5 million outstanding as of March 31, 2026.

The acquired swaps were recorded at fair value on the acquisition date and concurrently re-designated as cash flow hedges of forecasted variable-rate interest payments on the assumed loans under our Second Amended and Restated Credit Agreement.

The acquisition-date fair value is being amortized to interest expense over the remaining swap terms, such that hedge accounting reflects only changes in fair value subsequent to re-designation in accumulated other comprehensive income (“AOCI”).

All re-designated hedging relationships were determined to be highly effective as of January 30, 2026 and as of March 31, 2026.

ACCOUNTING FOR DERIVATIVES

We record derivatives as assets or liabilities in the Consolidated Balance Sheets in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”).

Gains and losses on derivatives designated and qualifying as cash flow hedges are recorded in AOCI and reclassified into earnings when the hedged transaction affects earnings.

For derivatives not designated as hedges, changes in fair value are recognized immediately in earnings.

Upon de-designation, the AOCI balance is reclassified into earnings over the original term of the forecasted transaction if the transaction remains probable, or immediately if probability is no longer met.

As of March 31, 2026, all outstanding derivative instruments qualify for hedge accounting.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

Our financial results are subject to market risk from potential changes in interest rates.

To manage this exposure, we utilize derivative financial instruments.

We account for derivative financial instruments under ASC Topic 815, Derivatives and Hedging , (“ASC 815”), and record them at fair value as assets or liabilities in the Consolidated Balance Sheets.

The accounting for changes in their fair value depends on their intended use.

Gains and losses on derivatives that are designated and qualify as cash flow hedges are initially recorded in accumulated other comprehensive income (“AOCI”) and subsequently reclassified into earnings when the hedged transaction occurs.

Changes in the fair value of derivatives not designated as hedges, or those that cease to be effective, are recognized immediately in earnings.

INTEREST RATE PRODUCTS

We are exposed to cash flow interest rate risk on our variable-rate debt.

To hedge this exposure, we use variable-to-fixed interest rate swaps.

For these swaps, the gains or losses from changes in their fair value are reported in AOCI and are reclassified to interest expense in the period the hedged interest payments affect earnings.

In the event that a cash flow hedge is de-designated or terminated while the hedged item remains, the unrealized gain or loss on the hedge at the time of de-designation remains in AOCI and is amortized to interest expense on a straight-line basis over the remaining life of the hedged item.

Conversely, if the hedged item becomes ineffective, the related gain or loss is immediately reclassified from AOCI to earnings.

INTEREST RATE SWAPS

The following table contains information on the outstanding interest rate swaps as of September 30, 2025:

The hedged forecasted transactions are the monthly variable-rate interest payments on the Company’s combined post-merger loan portfolio, assessed on an aggregate basis for purposes of the ASC 815-20 notional adequacy (over-hedging) assessment.

As of March 31, 2026, we are hedging exposure to variability in future cash flows on forecasted interest payments over a maximum period of approximately nine years .

The following table contains information on the outstanding interest rate swaps as of March 31, 2026:

Outstanding Interest Rate Swaps (a)

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 %

Date Entered Into / Acquired Years to Maturity Notional Amount Related Debt Facility Fixed Rate of Swap Bank Margin on Debt Total Effective Interest Rate (b)

Hedging Instruments

April 2016 < 1 year

$ 100,000 2016 Incremental Term Loan 1.50 % 1.75 % 3.25 %

April 2016 < 1 year

100,000 2016 Incremental Term Loan 1.51 % 1.75 % 3.26 %

February 2022 3 years 200,000 2021 Incremental Term Loan 0.67 % 1.92 % 2.59 %

0.67 % 1.92 % 2.59 %

August 2024 2 years 100,000 2015 Term Loan 0.78 % 1.60 % 2.38 %

1 unchanged sentence

August 2024 2 years 50,000 2015 Term Loan 3.29 % 1.60 % 4.89 %

Hedging Instruments Acquired in the PotlatchDeltic Merger (January 30, 2026)

January 2026 1 year 138,750 Term Loan Q 0.50 % 2.00 % 2.50 %

January 2026 2 years 65,000 Term Loan K 2.79 % 1.94 % 4.73 %

January 2026 2 years 35,000 Term Loan L 2.79 % 1.94 % 4.73 %

January 2026 3 years 150,000 Term Loan M 0.43 % 1.60 % 2.03 %

January 2026 4 years 40,000 Term Loan N 1.26 % 1.59 % 2.85 %

January 2026 4 years 138,750 Term Loan R 0.66 % 2.00 % 2.66 %

January 2026 5 years 23,000 Term Loan O 0.87 % 2.18 % 3.05 %

January 2026 6 years 20,000 Term Loan P 0.93 % 2.10 % 3.03 %

January 2026 7 years 20,000 Term Loan S 0.98 % 2.30 % 3.28 %

January 2026 7 years 20,000 Term Loan S 0.97 % 2.30 % 3.27 %

January 2026 7 years 38,000 Term Loan U 1.82 % 2.20 % 4.02 %

January 2026 8 years 38,000 Term Loan V 2.02 % 2.25 % 4.27 %

January 2026 8 years 40,000 Term Loan T 1.05 % 2.30 % 3.35 %

January 2026 9 years 100,000 Term Loan W 1.98 % 2.30 % 4.28 %

January 2026 9 years 100,000 Term Loan X 1.81 % 2.30 % 4.11 %

Total Notional $ 1,609,500

(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 three and nine months ended September 30, 2025 and 2024:

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

IMPACT ON THE CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

The following table presents the pre-tax impact of our derivatives on the Consolidated Statements of Income and Comprehensive Income (Loss) for the three months ended March 31, 2026 and 2025:

Three Months Ended

September 30, Nine Months Ended

September 30,

Income Statement Location 2026 2025

2 unchanged sentences

Interest expense, net ( 4,010 ) ( 4,511 )

Total interest expense, net, as reported on the Consolidated Statements of Income and Comprehensive Income (Loss) ( 14,301 ) ( 6,394 )

AMOUNT EXPECTED TO BE RECLASSIFIED FROM AOCI INTO EARNINGS IN THE NEXT 12 MONTHS

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 $ 12.7 million.

These reclassified amounts are expected to offset variable interest rate payments to debt holders, resulting in no net impact on our earnings or cash flows.

NOTIONAL AMOUNTS

The following table contains the notional amounts of the derivative financial instruments recorded in the Consolidated Balance Sheets at March 31, 2026 and December 31, 2025:

Notional Amount

March 31, 2026 December 31, 2025

Derivatives designated as cash flow hedges:

Interest rate swaps (a) $ 1,609,500 $ 600,000

(a) The period-over-period increase in notional outstanding of $ 1,009,500 is attributable to the 17 PotlatchDeltic Merger Swaps re-designated as cash flow hedges on January 30, 2026.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

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 $ 11.9 million.

The following table provides details of these expected reclassifications:

Amount expected to be reclassified into earnings in next 12 months

Derivatives designated as cash flow hedges:

Interest rate products (a) $ 11,908

Total estimated net gain on derivatives contracts $ 11,908

(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 September 30, 2025 and December 31, 2024:

Notional Amount

September 30, 2025 December 31, 2024

Derivatives designated as cash flow hedges:

Interest rate swaps $ 600,000 $ 600,000

The following table contains the fair values of the derivative financial instruments recorded in the Consolidated Balance Sheets at September 30, 2025 and December 31, 2024:

The following table contains the fair values of the derivative financial instruments recorded in the Consolidated Balance Sheets at March 31, 2026 and December 31, 2025.

The Company classifies the fair value of its derivative instruments as current or non-current based on the contractual settlement timing of each individual derivative:

Location on Balance Sheet Fair Value Assets (Liabilities) (a)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Derivatives designated as cash flow hedges:

Interest rate swaps Other current assets $ 2,634 —

Interest rate swaps

Other current assets $ 356 $ 1,404

Other assets 124,515 25,438

Total derivative assets $ 124,871 $ 26,842

Other non-current liabilities — ($ 23 )

Total derivative liabilities — ($ 23 )

(a) See Note 10 — Fair Value Measurements for further information on the fair value of our derivatives including their classification within the fair value hierarchy.

1 unchanged sentence

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.

Our derivatives are not subject to master netting arrangements that permit a right of offset, and no collateral has been received from, or pledged to, counterparties under any of the outstanding interest rate swap agreements.

CREDIT RISK CONTINGENT FEATURES

Our interest rate swap agreements are executed under ISDA Master Agreements that contain customary credit-risk-related provisions that permit the counterparty to terminate the swap and require settlement at the net liability position upon a default on our underlying senior indebtedness.

As of March 31, 2026, no derivative instruments containing such features were in a net liability position.

COUNTERPARTY CREDIT RISK

Counterparties to the Company's interest rate swap agreements are investment-grade commercial banks and Farm Credit System institutions, and the Company monitors counterparty credit quality on an ongoing basis.

The Company does not consider its exposures to any individual counterparty to represent a significant concentration of credit risk.

RAYONIER INC.

10 unchanged sentences

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following table presents the carrying amount and estimated fair values of our financial instruments as of September 30, 2025 and December 31, 2024, using market information valuation methodologies we believe are appropriate under GAAP:

September 30, 2025 December 31, 2024

The following table presents the carrying amount and estimated fair values of our financial instruments as of March 31, 2026 and December 31, 2025, using market information valuation methodologies we believe are appropriate under GAAP:

March 31, 2026 December 31, 2025

Asset (Liability) (a) Carrying

3 unchanged sentences

Cash and cash equivalents $ 681,660 $ 681,660 — $ 842,944 $ 842,944 —

Restricted cash, current (b) — — — 19,366 19,366 —

Restricted cash, non-current (b) 495 495 — 495 495 —

3 unchanged sentences

Noncontrolling interests in the Operating Partnership (e) 39,943 — 34,688 40,463 — 36,435

(a) We did not have Level 3 assets or liabilities at September 30, 2025 or December 31, 2024.

(b) Restricted cash includes proceeds from like-kind exchange sales held by a third-party intermediary and cash held in escrow.

(a) We did not have Level 3 assets or liabilities at March 31, 2026 or December 31, 2025.

(b) Restricted cash includes cash held in escrow.

See Note 24 — Restricted Cash for additional information.

18 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

At March 31, 2026, future minimum payments under non-cancellable commitments were as follows.

Amounts include the obligations assumed in connection with the PotlatchDeltic merger.

Lease and long-term debt obligations are excluded below and presented in Note 17 — Leases and Note 8 — Debt , respectively.

Environmental Remediation (a) Real Estate Projects (b) Cutting

Contracts (c) Commitments (d) Total

2026 $ 5,338 $ 34,546 $ 6,800 $ 15,402 $ 62,086

2027 897 36,311 8,397 7,919 53,524

2028 487 14,578 3,483 3,462 22,010

2029 379 2,096 1,643 2,335 6,453

2030 340 4,446 604 1,264 6,654

Thereafter 2,118 4,112 728 5,956 12,914

$ 9,559 $ 96,089 $ 21,655 $ 36,338 $ 163,641

(a) Primarily represents our estimate of potential liability associated with environmental contamination and Natural Resource Damages (NRD) in Port Gamble, Washington.

See Note 13 — Environmental and Natural Resource Damage Liabilities for additional information.

(b) Primarily consists of payments expected to be made on our real estate development projects.

(c) Consists of payments expected to be made under timber cutting contracts to supply logs to the Company’s Wood Product’s manufacturing facilities.

(d) Includes other purchase obligations.

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.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

ENVIRONMENTAL AND NATURAL RESOURCE DAMAGE LIABILITIES

Federal and state environmental laws in our operating areas hold current and former property owners liable for cleanup or restoration.

These laws often impose “strict liability,” meaning owners or operators didn’t necessarily cause, and may not have even been aware of, the release of contaminated materials.

Similarly, certain environmental laws allow state, federal, and tribal trustees (collectively, the “Trustees”) to bring suit against property owners for natural resource damages (“NRD”) resulting from releases of contaminants on or from their property, regardless of culpability for the release.

Like cleanup liability, NRD liability can attach to property due to such contamination.

Changes in environmental and NRD liabilities from December 31, 2024 to September 30, 2025 are shown below:

Port Gamble, WA

We are subject to federal and state environmental laws that impose liability on current and former property owners for cleanup, restoration, and natural resource damages (“NRD”) generally on a strict-liability basis.

For a description of the legal framework governing these obligations, see Note 13 — Environmental and Natural Resource Damage Liabilities in our 2025 Form 10-K.

Changes in environmental and NRD liabilities from December 31, 2025 to March 31, 2026 are shown below:

Port Gamble, WA Other Sites Total

Non-current portion at December 31, 2025

$ 6,089 — $ 6,089

Current portion 3,181 — 3,181

Total Balance at December 31, 2025

9,270 — 9,270

Liabilities assumed in the merger with PotlatchDeltic — 679 679

Expenditures charged to liabilities ( 176 ) ( 33 ) ( 209 )

Increase to liabilities (a) 2,688

Total Balance at September 30, 2025

Decrease to liabilities (a) ( 181 ) — ( 181 )

Total Balance at March 31, 2026

8,913 646 9,559

Current portion ( 5,439 ) ( 218 ) ( 5,657 )

Non-current portion at September 30, 2025

(a) The increase in liabilities resulted from revised environmental and NRD cost estimates recognized during the nine months ended September 30, 2025.

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.

It is reasonably possible that these components of the liability may increase as construction continues.

Management continues to monitor the Port Gamble cleanup process and will make adjustments as needed.

Should any future circumstances result in a change to the estimated cost of the project, we will record an appropriate adjustment to the liability in the period it becomes known and when we can reasonably estimate the amount.

We do not currently anticipate any material loss in excess of the amounts accrued;

however, we are not able to estimate a possible loss or range of loss, if any, in excess of the established liabilities.

Our future remediation expenses may be affected by a number of uncertainties including, but not limited to, the difficulty in estimating the extent and method of remediation, the evolving nature of environmental regulations, and the availability and application of technology.

We do not expect the resolution of such uncertainties to have a material adverse effect on our consolidated financial position or liquidity.

Non-current portion at March 31, 2026

$ 3,474 $ 428 $ 3,902

(a) The decrease in liabilities resulted from revised environmental and NRD cost estimates recognized during the three months ended March 31, 2026.

Port Gamble, Washington

Upland mill site cleanup is complete, and NRD restoration is expected to conclude within the next year.

The remaining liability primarily reflects estimated costs of completing the NRD restoration and long-term monitoring of the bay, mill site, and landfills, which is expected to continue for an additional 15 to 20 years.

It is reasonably possible the recorded liability may increase as restoration progresses due to changes in scope, field conditions, or regulatory requirements.

Monitoring obligations may also extend in duration or scope over the multi-decade monitoring period.

We do not expect any loss in excess of amounts accrued to be material to our consolidated financial position or liquidity.

See Note 11 — Commitments .

RAYONIER INC.

5 unchanged sentences

We provide financial guarantees as required by creditors, insurance programs, and various governmental agencies.

As of September 30, 2025, the following financial guarantees were outstanding:

As of March 31, 2026, the following financial guarantees were outstanding:

Financial Commitments (a) Maximum Potential

4 unchanged sentences

The guarantees are not subject to measurement as the guarantees are dependent on our own performance.

(b) Approximately $ 6.3 million of the standby letters of credit provide credit support for real estate construction in our Wildlight development project.

The remaining letters of credit support various insurance related agreements.

(b) The letters of credit primarily support various insurance-related agreements.

These letters of credit will expire at various dates in 2026 and 2027 and will be renewed as required.

(c) Surety bonds primarily secure performance obligations for various operational activities and provide collateral for our Wildlight (Nassau County, Florida) and Heartwood (Richmond Hill, Georgia) development projects.

These surety bonds expire on various dates through 2027 and are expected to be renewed as required.

(c) Surety bonds primarily secure performance obligations for various operational activities, including obligations assumed in connection with the PotlatchDeltic merger, 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.

11 unchanged sentences

For selected development properties, we also invest in targeted infrastructure improvements, such as roadways and utilities, to accelerate the marketability and improve the value of such properties.

Changes in higher and better use timberlands and real estate development investments from December 31, 2024 to September 30, 2025 are shown below:

In the merger with PotlatchDeltic, we assumed HBU properties with an estimated fair value of $ 59.6 million, including assets in Chenal Valley (Little Rock, Arkansas) and other development properties.

Changes in higher and better use timberlands and real estate development investments from December 31, 2025 to March 31, 2026 are shown below:

Higher and Better Use Timberlands and Real Estate Development Investments

9 unchanged sentences

Capitalized real estate development investments (b) — 9,703 9,703

HBU properties assumed in the merger with PotlatchDeltic (c) 59,563 — 59,563

Capital expenditures (silviculture) 3 — 3

Intersegment transfers 844 — 844

Other (c) ( 7,048 ) — ( 7,048 )

Total Balance at September 30, 2025

Total Balance at March 31, 2026

142,440 54,043 196,483

Current portion (a) ( 3,017 ) ( 5,851 ) ( 8,868 )

Non-current portion at September 30, 2025

Non-current portion at March 31, 2026

$ 139,423 $ 48,192 $ 187,615

2 unchanged sentences

(b) Capitalized real estate development investments include $ 0.4 million of capitalized interest and $ 5.2 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.

(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.

Accordingly, the Company performed a long-lived asset impairment analysis and determined that the carrying value of these assets exceeded their estimated fair value.

The resulting impairment charge was 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 projected discounted future cash flows, incorporating relevant and updated market data as of the measurement date.

Parcel real estate development investments represent investments made for specific lots and/or commercial parcels that are under contract or expected to be ready for market within one year.

See Note 2 — Merger with PotlatchDeltic Corporation for additional information.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

As of September 30, 2025 and December 31, 2024, our inventory consisted entirely of finished goods, as follows:

September 30, 2025 December 31, 2024

Finished goods inventory

Real estate inventory (a) $ 16,203 $ 29,608

The following table details the components of inventory as of March 31, 2026 and December 31, 2025:

March 31, 2026 December 31, 2025

Lumber, plywood and veneer $ 44,130 —

Materials and supplies 34,663 —

Log inventory 25,575 —

Real estate inventory (a) 8,868 6,834

Total inventory $ 113,236 $ 6,834

1 unchanged sentence

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

OTHER OPERATING INCOME (EXPENSE), NET

Other operating income (expense), net consisted of the following:

Three Months Ended September 30, Nine Months Ended September 30,

TIMBERLAND LEASES

Our timberland leases typically have initial terms of approximately 30 to 65 years, with renewal provisions in some cases.

NON-TIMBERLAND LEASES

In addition to timberland holdings, we lease certain equipment and office space.

Significant leased properties include regional offices in Spokane, Washington;

Atlanta, Georgia;

and Lufkin, Texas.

BALANCE SHEET CLASSIFICATION

The following table presents supplemental balance sheet information related to lease assets and liabilities as of March 31, 2026 and December 31, 2025:

Location on Balance Sheet March 31, 2026 December 31, 2025

Operating lease assets Operating lease right-of-use assets $ 23,515 $ 16,286

Finance lease assets (a) Machinery and equipment 12,647 —

Total lease assets $ 36,162 $ 16,286

Operating lease liabilities Other current liabilities $ 5,571 $ 2,617

Finance lease liabilities Other current liabilities 5,078 —

Operating lease liabilities Other non-current liabilities 17,997 13,669

Finance lease liabilities Other non-current liabilities 7,573 —

Total lease liabilities $ 36,219 $ 16,286

(a) Finance lease assets are presented net of accumulated amortization of $ 0.8 million as of March 31, 2026.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

LEASE MATURITIES, LEASE COST AND OTHER LEASE INFORMATION

The following table details our undiscounted lease obligations as of March 31, 2026 by type of lease and year of expiration:

Operating Leases Finance Leases

2026 $ 4,952 $ 4,194

Gain (loss) on sale or disposal of property, plant and equipment $ 23 — ($ 105 ) $ 13

Restructuring charges (a) — — ( 1,110 ) —

Costs related to disposition initiatives (b) — ( 664 ) — ( 849 )

Miscellaneous income, net 290 1 144 21

2027 5,017 4,485

2028 3,942 2,834

2029 2,707 1,643

2030 2,341 452

Thereafter 10,184 10

Total undiscounted cash flows $ 29,143 $ 13,618

Imputed interest ( 5,575 ) ( 967 )

Total lease liabilities at March 31, 2026

$ 23,568 $ 12,651

The following table details components of our lease cost for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

Lease Cost Components 2026 2025

Operating lease cost $ 756 $ 697

Finance lease cost:

Amortization of leased assets 841 —

Interest expense 109 —

Variable lease cost (a) 11 142

Total lease cost (b) $ 1,717 $ 839

(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.

Related costs are recognized on a straight-line basis over the lease term.

Short-term lease expense was not material for the three months ended March 31, 2026 and 2025.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

The following table provides supplemental cash flow information related to leases for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

Supplemental Cash Flow Information Related to Leases 2026 2025

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases $ 725 $ 607

Operating cash flows from finance leases 109 —

Investing cash flows from operating leases 61 126

Financing cash flows from finance leases 831 —

Total cash paid for amounts included in the measurement of lease liabilities $ 1,726 $ 733

Lease liabilities arising from right-of-use assets assumed in the PotlatchDeltic merger:

Operating leases 7,733 —

Finance leases 13,446 —

Total lease liabilities arising from right-of-use assets assumed in the PotlatchDeltic merger $ 21,179 —

Right-of-use assets obtained in exchange for new lease liabilities

Finance leases $ 36 —

Weighted-average remaining lease term (years):

Operating leases 8 11

Finance leases 3 —

Weighted-average discount rate:

Operating leases 5 % 6 %

Finance leases 5 % —

We apply the following practical expedients as allowed under ASC 842:

Practical Expedient Description

Short-term leases We do not record right-of-use assets or liabilities for short-term leases (a lease that at commencement date has a lease term of 12 months or less and does not contain a purchase option that is reasonably certain to be exercised).

Separation of lease and non-lease components We elect not to separate non-lease components from associated lease components when (i) the components have the same timing and pattern of transfer and (ii) the combined component would be classified as an operating lease.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

PENSION AND OTHER POSTRETIREMENT EMPLOYEE BENEFITS

The net pension and postretirement benefit costs are presented below:

Pension Postretirement

Three Months Ended March 31, Three Months Ended March 31,

Components of Net Periodic Benefit Cost Income Statement Location 2026 2025 2026 2025

Service Cost Selling and general expenses $ 582 — $ 3 $ 1

Service Cost Cost of sales 225 — 1 —

Interest Cost Other miscellaneous income (expense), net 2,095 — 140 19

Expected return on plan assets Other miscellaneous income (expense), net ( 1,909 ) — — —

Amortization of losses Other miscellaneous income (expense), net — — ( 1 ) ( 2 )

Net periodic benefit cost Other miscellaneous income (expense), net $ 993 — $ 143 $ 18

PLANS ASSUMED IN MERGER WITH POTLATCHDELTIC

Upon our merger with PotlatchDeltic Corporation, we assumed one qualified defined benefit pension plan, two nonqualified pension plans, and two other postretirement benefit plans.

The expected return on plan assets for the qualified plan assumed is 6.5 %.

The discount rate used to measure the projected benefit obligation as of January 30, 2026, was 5.65 % for the qualified and nonqualified pension plans and 5.50 % for the other postretirement benefit plans.

FAIR VALUE OF PENSION PLAN ASSETS AND OBLIGATIONS

Consistent with accounting for the merger as the acquirer in a business combination (see Note 2 — Merger with PotlatchDeltic Corporation ), pension assets and benefit obligations for plans assumed from PotlatchDeltic were remeasured to reflect their fair value as of the merger date.

This included updating asset values and reviewing discount rates to reflect market conditions as of the date of the merger.

The following represents the fair values of these items as of January 30, 2026:

• $ 181.0 million qualified pension plan assets

• $ 197.0 million qualified pension plan projected benefit obligation

• $ 33.9 million nonqualified pension plan projected benefit obligation

• $ 14.0 million other postretirement accumulated benefit obligation

Rayonier expects to make required contributions of approximately $ 7.3 million to the qualified pension plan in 2026.

The non-qualified plans are unfunded;

expected benefit payments to be made directly by Rayonier in 2026 are approximately $ 2.7 million.

Expected other postretirement benefit payments in 2026 are approximately $ 1.8 million.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

INCENTIVE STOCK PLANS

A summary of our stock-based incentive compensation cost is presented below:

Three Months Ended March 31,

Other operating expense, net (a) $ 11,509 $ 205

Selling and general expenses 2,690 1,745

Cost of sales 1,124 267

Timber and Timberlands, net (b) 90 64

Total stock-based incentive compensation $ 15,413 $ 2,281

Tax benefit recognized related to stock-based incentive compensation expense $ 658 $ 119

(a) Represents accelerated stock-based incentive compensation cost due to our merger with PotlatchDeltic for the three months ended March 31, 2026.

(b) Represents amounts capitalized as part of the overhead allocation of timber-related costs.

REPLACEMENT AWARDS FROM THE MERGER WITH POTLATCHDELTIC

In connection with the merger with PotlatchDeltic, Rayonier issued replacement awards in exchange for outstanding PotlatchDeltic equity awards based on the exchange ratio specified in the merger agreement.

The replacement awards consisted of:

• 1,509,498 unvested restricted stock units issued to employees and directors;

• 234,882 vested deferred restricted stock units issued to employees and directors;

• 280,588 vested deferred compensation stock equivalent units issued to directors.

PotlatchDeltic performance share awards were converted into time‑based replacement restricted stock units at the greater of (i) target performance or (ii) actual performance as of January 30, 2026.

The original PotlatchDeltic performance awards were canceled upon exchange, and no performance conditions carried over to the replacement awards.

In accordance with ASC 805, the portion of replacement award fair value attributable to pre-merger services was included in consideration transferred, with the remainder recognized as post‑merger compensation expense over the applicable remaining service periods.

The total fair value of the replacement awards was approximately $ 46.1 million, allocated as follows:

• $ 25.0 million attributable to pre-merger services (included in consideration transferred);

• $ 21.1 million attributable to post-merger services (recognized prospectively as compensation expense over the remaining service period).

See Note 2 — Merger with PotlatchDeltic Corporation for additional information.

REPLACEMENT RESTRICTED STOCK UNITS

The replacement restricted stock units consist of (i) 1,509,498 unvested awards subject to remaining service-based vesting and (ii) 234,882 vested awards that have been deferred and will settle upon a participant’s separation from service or other defined settlement event.

The following acceleration events occurred in connection with the merger, with the related expense recorded within integration and merger-related costs (see Note 21 — Integration and Merger-Related Costs ):

• Director awards:

52,024 replacement restricted stock units held by non-employee directors vested in full at closing on January 30, 2026 pursuant to the change-in-control provisions of the underlying award

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

agreements, resulting in $ 0.3 million of expense.

No unrecognized compensation cost remains related to the director awards.

• Employee awards:

555,597 replacement restricted stock units held by employees vested in full during the quarter — either upon qualifying terminations of employment or pursuant to change-in-control provisions in PotlatchDeltic equity plans — resulting in $ 8.2 million of expense.

In addition, the Company recognized $ 1.3 million of expense for replacement restricted stock units held by employees whose qualifying terminations are contractually scheduled in subsequent periods, where both the termination date and the amount are fixed and no further service required.

As of March 31, 2026, total unrecognized compensation cost related to the unvested replacement restricted stock units was approximately $ 10.4 million, expected to be recognized over a weighted-average remaining service period of approximately 16 months, subject to acceleration upon qualifying terminations.

A summary of the replacement restricted stock units granted during the three months ended March 31, 2026 as a result of the merger is as follows:

Replacement restricted stock units granted 1,744,380

Weighted average price of replacement restricted stock units granted $ 22.74

Replacement restricted stock units vested as a result of acceleration 607,621

Grant date fair value of replacement restricted stock units vested $ 22.74

Intrinsic value of replacement restricted stock units outstanding (a) $ 22,374

(a) Intrinsic value is based on the closing market price of the Company’s common shares at March 31, 2026.

REPLACEMENT DEFERRED COMPENSATION STOCK EQUIVALENT UNITS

The replacement deferred compensation stock equivalent units represent vested awards originally issued under PotlatchDeltic’s deferred compensation plans, under which participants elected to defer cash or equity compensation into notional share-based accounts.

The units settle in shares (or cash equivalent) upon a participant’s separation from service or other defined settlement event.

Because these awards were fully vested at the merger date, their entire fair value was attributed to pre-merger services and included in consideration transferred.

Accordingly, no unrecognized compensation cost remains, and no compensation expense was recognized during the three months ended March 31, 2026.

A summary of the replacement deferred compensation stock equivalent awards granted during the three months ended March 31, 2026 as a result of the merger is as follows:

Replacement deferred compensation stock equivalent units granted 280,588

Weighted average price of deferred compensation stock equivalent units granted $ 22.74

Intrinsic value of replacement deferred compensation stock equivalent units outstanding (a) $ 1,855

(a) Intrinsic value of stock unit equivalents outstanding is based on the market price of the Company’s stock at March 31, 2026.

MODIFICATION AND ACCELERATION OF LEGACY RAYONIER AWARDS

PERFORMANCE SHARE UNITS

In connection with the merger, all Rayonier performance share units outstanding as of the merger were deemed achieved at the greater of (i) target performance or (ii) actual performance as of January 30, 2026, and converted into 487,361 time-based restricted stock unit awards.

The modification was accounted for in accordance with ASC 718.

Because the fair value of the awards immediately before and after the modification was substantially the same, no incremental compensation cost resulted.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

RESTRICTED STOCK UNITS

During the three months ended March 31, 2026, the vesting of 131,789 Legacy Rayonier restricted stock units was accelerated for employees whose employment terminated or was expected to terminate in connection with the merger, resulting in $ 1.7 million of expense recognized within integration and merger-related costs.

OTHER OPERATING EXPENSE, NET

The following table provides the composition of other operating expense, net for the three months ended March 31, 2026 and March 31, 2025:

Three Months Ended March 31,

Costs related to the merger with PotlatchDeltic (a) ($ 70,402 ) —

Restructuring charges (b) — ( 1,110 )

Miscellaneous expense, net ( 28 ) ( 109 )

Total ($ 70,430 ) ($ 1,219 )

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

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

(a) Costs related to the merger with PotlatchDeltic include professional services fees, employee-related costs, accelerated stock-based compensation, and other integration-related costs incurred in connection with the merger, which closed on January 30, 2026.

See Note 2 — Merger with Potlatch Deltic Corporation and Note 21 — Integration and Merger-Related Costs for additional information.

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

RAYONIER INC.

4 unchanged sentences

(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.

As of September 30, 2025, Rayonier owns a 98.9 % inter est in the Operating Partnership and conducts substantially all of its timberland operations through the Operating Partnership.

The taxable income or loss generated by the Operating Partnership is passed through and reported to its unit holders (including the Company) on a Schedule K-1 for inclusion in each unitholder’s income tax return.

Certain operations, including log trading and certain real estate activities, such as the entitlement, development and sale of HBU properties, are conducted through our TRS.

INTEGRATION AND MERGER-RELATED COSTS

On January 30, 2026, we completed our merger with PotlatchDeltic Corporation and concurrently began formulating and implementing integration plans.

During the three months ended March 31, 2026, we incurred integration and merger-related costs consisting of (i) employee-related costs, including those for employees whose employment terminated or is expected to terminate, (ii) accelerated stock-based compensation (see Note 19 ), and (iii) non-recurring professional service fees directly attributable to the merger.

We expect the majority of these costs to be incurred within the next twelve months.

These costs are recorded within Other operating expense, net, and are not allocated to our reportable segments (see Note 20 ).

The following table summarizes integration and merger-related costs incurred during the three months ended March 31, 2026:

Three Months Ended

March 31, 2026

Employee-related costs $ 26,020

Accelerated stock-based compensation ( Note 19 )

Professional services 32,184

Other integration costs 689

Total integration and merger-related costs $ 70,402

Changes in accrued employee-related costs associated with the merger during the three months ended March 31, 2026 are summarized in the table below.

Charges represent termination benefits recognized upon communication of termination, along with other compensation costs recognized ratably over the required service period.

Accelerated stock-based compensation of $ 11.5 million is excluded as it is a non-cash charge with no corresponding accrued liability (see Note 1 9 ).

Professional services and other integration costs are also excluded, as these are acquisition-related costs expensed as incurred under ASC 805 and do not represent exit or disposal cost obligations;

the amounts accrued but unpaid at March 31, 2026 are not material.

Employee-Related Costs

Balance, December 31, 2025 —

Charges 26,020

Cash payments ( 14,613 )

Balance, March 31, 2026 $ 11,407

The current portion of accrued employee-related costs are recorded within “Accrued payroll and benefits” on our Consolidated Balance Sheets.

The majority of accrued employee-related costs as of March 31, 2026 are expected to be paid within one year.

Total expected charges have not yet been determined.

Estimates will be provided in future periods as integration plans are finalized.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

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 March 31, 2026, Rayonier owns a 99.4 % interest 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 wood products manufacturing, log trading and certain real estate activities, such as the entitlement, development and sale of HBU properties, are conducted through our TRS(s).

The TRS subsidiaries are subject to United States federal and state corporate income tax.

Therefore, income tax expense or benefit is primarily due to pre-tax book income or loss of the TRS, as well as permanent book versus tax differences and discrete items.

PROVISION FOR INCOME TAXES

The Company’s tax expense for continuing operations is principally related to state income tax.

The following table contains the income tax (expense) benefit recognized on the Consolidated Statements of Income and Comprehensive Income (Loss):

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Income tax (expense) benefit (a) — ($ 10 ) ($ 291 ) $ 981

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

ANNUAL EFFECTIVE TAX RATE

The Company’s effective tax rate after discrete items is below the 21.0 % U.S.

statutory rate due to tax benefits associated with being a REIT.

The following table contains the Company’s annualized effective tax rate after discrete items for its continuing operations:

Nine Months Ended

September 30,

Annualized effective tax rate after discrete items 0.6 % ( 7.6 %)

The Company’s interim income tax provision is computed in accordance with ASC 740‑270, Income Taxes—Interim Reporting .

Following the merger, management determined that estimating an annual effective tax rate for 2026 was not a reasonable basis for allocating income tax expense due to the increased complexity in forecasting annual taxable income of the newly merged companies.

Accordingly, in 2026, the Company is recording income tax expense based on year‑to‑date pre-tax income and applicable statutory tax rates, with discrete items recognized in the period incurred.

As a result, the Company is not disclosing an estimated annual effective tax rate for 2026 interim periods.

This change in methodology is applied prospectively and does not have a material impact on the Company's consolidated financial statements for the periods presented.

The Company's effective tax rate is generally lower than the 21% U.S.

statutory rate primarily due to its qualification as a REIT, whereby the majority of consolidated income is generated at the REIT level and not subject to U.S.

federal or state income taxes.

Income attributable to the Company's taxable REIT subsidiaries (TRS) is subject to corporate income tax at applicable statutory rates.

RELEASE OF VALUATION ALLOWANCE FOLLOWING MERGER

The Company assesses the realizability of its deferred tax assets and establishes a valuation allowance when it is more likely than not that some or all of such deferred tax assets will not be realized.

In connection with the PotlatchDeltic merger, the Company reassessed the realizability of its deferred tax assets.

As a result of the transaction, the Company recorded net deferred tax liabilities, primarily related to taxable temporary differences associated with acquired tangible assets.

These taxable temporary differences are expected to reverse in periods that support the realization of existing deferred tax assets.

Based on this reassessment that it is more likely than not that certain deferred tax assets will be realized, the Company released a portion of its valuation allowance, resulting in an income tax benefit of $ 40.3 million during the three month period ended March 31, 2026.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes the changes in AOCI by component for the nine months ended September 30, 2025 and the year ended December 31, 2024.

ACCUMULATED OTHER COMPREHENSIVE INCOME

The following table presents the changes in AOCI by component for the three months ended March 31, 2026 and the year ended December 31, 2025.

All amounts are presented net of tax and exclude portions attributable to noncontrolling interests.

Foreign currency translation (losses) gains Net investment hedges of New Zealand subsidiary Cash flow hedges Employee benefit plans Total Rayonier, L.P.

Foreign currency translation adjustments Net investment hedges of New Zealand subsidiary Cash flow hedges Employee benefit plans Total Rayonier, L.P.

Allocation of Operating Partnership Total Rayonier Inc.

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

Other comprehensive income (loss) before reclassifications 19,766 — 1,265 (a) — 21,031 ( 93 ) 20,938

Amounts reclassified from accumulated other comprehensive (loss) income — — ( 12,749 ) ( 5 ) (b) ( 12,754 ) 589 ( 12,165 )

Amounts reclassified from accumulated other comprehensive (loss) income due to deconsolidation of discontinued operations 31,383 (c) ( 1,321 ) (c) ( 994 ) (c) — 29,068 — 29,068

Other comprehensive income before reclassifications — — 6,266 (a) — 6,266 ( 40 ) 6,226

Amounts reclassified from AOCI — — ( 4,010 ) ( 1 ) (b) ( 4,011 ) 26 ( 3,985 )

Net other comprehensive income (loss) — — 2,256 ( 1 ) 2,255 ( 14 ) 2,241

Balance as of

September 30, 2025

March 31, 2026

— — $ 28,383 $ 230 $ 28,613 ($ 1,886 ) $ 26,727

(a) The nine months ended September 30, 2025 includes $ 4.8 million o f other comprehensive loss related to interest rate products.

The year ended December 31, 2024 included $ 21.8 million of other comprehensive income re lated to interest rate products.

(a) The three months ended March 31, 2026 includes $ 6.3 million o f other comprehensive income related to interest rate products.

The year ended December 31, 2025 included $ 3.8 million of other comprehensive loss re lated 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.

The year ended December 31, 2024 includes a pension settlement charge of $ 4.6 million, net of tax of $ 1.2 million.

(c) The nine months ended September 30, 2025 includes $ 29.1 million of other comprehensive loss related to the deconsolidation of discontinued operations that was reclassified from AOCI to gain on sale of discontinued operations in the Consolidated Statements of Income and Comprehensive Income (Loss).

(b) This component of other comprehensive income (loss) is included in the computation of net periodic pension and post-retirement costs.

See Note 18 — Pension and Other Postretirement Employee Benefits for additional information.

(c) The year ended December 31, 2025 includes $ 29.1 million reclassified from AOCI to “Gain on sale of discontinued operations” in the Consolidated Statements of Income and Comprehensive Income (Loss) upon deconsolidation of our New Zealand operations on June 30, 2025.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

The following table presents details of the amounts reclassified in their entirety from AOCI to net income for the nine months ended September 30, 2025 and September 30, 2024:

Details about accumulated other comprehensive income (loss) components Amount reclassified from accumulated other comprehensive (loss) income Affected line item in the Income Statement

September 30, 2025 September 30, 2024

The following table presents details of the amounts reclassified in their entirety from AOCI to net income for the three months ended March 31, 2026 and March 31, 2025:

Details about accumulated other comprehensive income components Amount reclassified from accumulated other comprehensive income Affected line item in the Income Statement

March 31, 2026 March 31, 2025

Realized gain on interest rate contracts ($ 4,010 ) ($ 4,511 ) Interest expense, net

Noncontrolling interests — ( 189 ) Comprehensive loss attributable to noncontrolling interests

Realized loss on foreign currency exchange contracts — 801 Income from operations of discontinued operations, net of tax

Realized loss on foreign currency option contracts — 20 Income from operations of discontinued operations, net of tax

Noncontrolling interests ( 376 ) ( 404 ) Comprehensive loss attributable to noncontrolling interests

Realized gain on interest rate contracts ( 13,654 ) ( 21,379 ) Interest expense, net

Income tax effect from net loss on foreign currency contracts — ( 177 ) Income from operations of discontinued operations, net of tax

Net gain on cash flow hedges reclassified from accumulated other comprehensive loss ($ 12,749 ) ($ 20,406 )

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

Net gain on cash flow hedges reclassified from accumulated other comprehensive income ($ 4,010 ) ($ 4,056 )

RESTRICTED CASH

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.

These proceeds are accounted for as restricted cash until a suitable replacement property is acquired.

In the event LKE purchases are not completed, the proceeds are returned to the Company after 180 days and reclassified as available cash.

Additionally, restricted cash includes cash balances held in escrow as collateral for certain contractual obligations related to our Heartwood development project as well as cash held in escrow for real estate sales.

Restricted cash includes cash balances held in escrow as collateral for certain contractual obligations related to our Heartwood development project as well as cash held in escrow for real estate sales.

The following table provides a reconciliation of cash, cash equivalents and restricted cash in the Consolidated Balance Sheets that sum to the total of the same such amounts in the Consolidated Statements of Cash Flows:

September 30, December 31, September 30,

March 31, December 31, March 31,

2026 2025 2025

Restricted cash, current:

Restricted cash deposited with LKE intermediary — $ 19,366 —

Total restricted cash, current:

Restricted cash, non-current:

Restricted cash held in escrow $ 495 $ 495 $ 677

Restricted cash deposited with LKE intermediary — — 2,345

Total restricted cash, non-current 495 495 677

677 676 3,021

Total restricted cash shown in the Consolidated Balance Sheets 495 495 677

1 unchanged sentence

Total cash, cash equivalents and restricted cash from continuing operations shown in the Consolidated Statements of Cash Flows $ 682,155 $ 843,439 $ 216,919

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 $ 3.4 million and $ 5.4 million, as of September 30, 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 during the nine months ended September 30, 2025.

ASSETS HELD FOR SALE

Assets held for sale 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 $ 28.4 million and $ 5.4 million, as of March 31, 2026, and December 31, 2025, respectively.

As the basis in these properties was less than the fair value, including costs to sell, no impairment was recognized during the three months ended March 31, 2026.

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

What changed 10-Q

Item 1. Financial Statements