Item 2. Management’s Discussion and Analysis
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (“MD&A”)
When we refer to “Rayonier” or “the Company” we mean Rayonier Inc. and its consolidated subsidiaries. References to the “Operating Partnership” mean Rayonier, L.P. and its consolidated subsidiaries. References to “we,” “us,” or “our,” mean collectively Rayonier Inc., the Operating Partnership, and entities/subsidiaries owned or controlled by Rayonier Inc. and/or the Operating Partnership. References herein to “Notes to Financial Statements” refer to the Notes to Consolidated Financial Statements of Rayonier Inc. and Rayonier, L.P. included in Item 1 of this report.
This MD&A is intended to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity, and certain other factors, which may affect future results. Our MD&A should be read in conjunction with our Consolidated Financial Statements included in Item 1 of this report, our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”), and information contained in our subsequent reports filed with the Securities and Exchange Commission (the “SEC”).
In June 2025, we completed the sale of our 77% interest in a New Zealand joint venture. The results of these operations are reflected as discontinued operations in the prior-year comparative periods. See Note 3 — Discontinued Operations for additional information.
On January 30, 2026, Rayonier completed its merger with PotlatchDeltic Corporation (“PCH” or “PotlatchDeltic”) in a merger-of-equals transaction. Under the terms of the merger agreement, PotlatchDeltic stockholders received 1.8185 Rayonier common shares and $0.61 in cash for each PotlatchDeltic share held, and we issued approximately 140.9 million Rayonier common shares in connection with the closing. As the accounting acquirer, our consolidated financial statements as of and for the three months ended March 31, 2026 include PotlatchDeltic results from January 31, 2026 through March 31, 2026. See Note 2 — Merger with PotlatchDeltic Corporation for additional information pertaining to the merger.
As a result of the merger, we added a Wood Products segment and renamed our Pacific Northwest Timber segment to Northwest Timber. See Note 4 — Segment and Geographical Information for further discussion of our reportable segments.
FORWARD-LOOKING STATEMENTS
Certain statements in this document regarding anticipated financial outcomes, including our earnings guidance, if any, business and market conditions, outlook, expected dividend rate, our acquisition and disposition activity, including the ability to realize the intended benefits of our recent merger with PotlatchDeltic Corporation (“PotlatchDeltic”), expected harvest schedules, timberland acquisitions and dispositions, the anticipated benefits of our business strategies, including the recent sale of the entities holding our interest in the New Zealand joint venture and the anticipated use of proceeds from such sale, and other similar statements relating to our future events, developments, or financial or operational performance or results, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as “may,” “will,” “should,” “expect,” “estimate,” “believe,” “intend,” “project,” “anticipate,” “long-term,” “looking ahead” and other similar language. However, the absence of these or similar words or expressions does not mean that a statement is not forward-looking. While management believes that these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events, and undue reliance should not be placed on these statements. The risk factors contained in Item 1A — Risk Factors in our 2025 Form 10-K, and similar discussions included in other reports that we subsequently file with the SEC, among others, could cause actual results or events to differ materially from our historical experience and those expressed in forward-looking statements made in this document.
Forward-looking statements are only as of the date they are made, and we undertake no duty to update our forward-looking statements except as required by law. You are advised, however, to review any subsequent disclosures we make on related subjects in subsequent reports filed with the SEC.
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NON-GAAP MEASURES
To supplement our financial statements presented in accordance with generally accepted accounting principles in the United States (“GAAP”), we use certain non-GAAP measures, including “Cash Available for Distribution” and “Adjusted EBITDA,” which are defined and further explained in Performance and Liquidity Indicators below. Reconciliation of such measures to the nearest GAAP measures can also be found in Performance and Liquidity Indicators below. Our definitions of these non-GAAP measures may differ from similarly titled measures used by others. These non-GAAP measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP.
OBJECTIVE
The objective of the Management’s Discussion and Analysis is to detail material information, events, uncertainties, and other factors impacting the Company and the Operating Partnership and to provide investors an understanding of “Management’s perspective.” Item 2, Management’s Discussion and Analysis highlights the critical areas for evaluating our performance which include a discussion on the reportable segments, liquidity and capital, and critical accounting estimates. The MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and notes.
OUR COMPANY
We are a land resources real estate investment trust (“REIT”) with a portfolio comprising over four million acres in the U.S. South and U.S. Northwest. We are focused on managing our timberlands on a sustainable basis while optimizing our overall portfolio value by delivering land to its highest and best use. We also operate six sawmills, an industrial-grade plywood mill, residential and commercial real estate developments, and a rural land sales program. We are committed to corporate responsibility, third-party forest certification, and supporting climate change mitigation through our land-based solutions business. We conduct our business through an umbrella partnership real estate investment trust (“UPREIT”) structure in which our assets are owned by our Operating Partnership and its subsidiaries. Rayonier manages the Operating Partnership as its sole general partner. Our revenues, operating income and cash flows are primarily derived from the following core business segments: Southern Timber, Northwest Timber, Wood Products, and Real Estate. Due to the sale of our entire 77% interest in the New Zealand joint venture, the results of our New Zealand operations have been reflected as discontinued operations. See Note 4 — Segment and Geographical Information for further discussion of our reportable segments and Note 3 — Discontinued Operations for additional information regarding the sale of the New Zealand joint venture. As of March 31, 2026, we owned or leased under long-term agreements approximately 4.1 million acres of timberlands located in the U.S. South (3.2 million acres) and U.S. Northwest (930 thousand acres).
SEGMENT INFORMATION
The Southern Timber and Northwest Timber segments include all activities related to the harvesting of timber and other value-added activities such as the licensing of properties for hunting, the leasing of properties for mineral extraction and cell towers, revenue from land-based solutions such as carbon capture and storage and solar energy, and log trading activities conducted from the U.S. South and Northwest.
The Wood Products segment manufactures and sells lumber, plywood, and residual products at seven mills located in Arkansas, Idaho, Michigan, and Minnesota.
The Real Estate segment includes all land sales disaggregated into six sales categories: Improved Development, Unimproved Development, Rural, Timberland & Non-Strategic, Conservation Easements, and Large Dispositions. It also includes residential and commercial lease activity, primarily in the town of Port Gamble, Washington, as well as revenue from our country club operations in Chenal Valley.
Our Southern Timber and Northwest Timber segments supply our Wood Products segment with a portion of its wood fiber needs, which typically represent a sizable portion of the Southern Timber and Northwest Timber segments’ total revenues. Our other segments generally do not generate intersegment revenues. Intersegment sales are based on prevailing market rates and are eliminated in consolidation.
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ENVIRONMENTAL MATTERS
For a full description of our environmental matters, see Item 1 - “Business” in our 2025 Form 10-K and our sustainability report located at our Responsible Stewardship webpage.
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements requires us to make estimates, assumptions, and judgments that affect our assets, liabilities, revenues and expenses, as well as the disclosure of contingent assets and liabilities. We base these estimates and assumptions on historical data, market trends, current fact patterns, and other information we believe are reasonable under the circumstances. Actual results may differ from these estimates. For a full description of our critical accounting policies, see Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2025 Form 10-K.
BUSINESS COMBINATIONS
We account for business combinations using the acquisition method of accounting, under which all assets acquired and liabilities assumed, including amounts attributable to noncontrolling interests, are recorded at their respective fair values as of the acquisition date. The excess of the purchase price over fair values of identifiable assets and liabilities is recorded as goodwill. The preliminary allocation of purchase price in a business combination uses significant assumptions and estimates. Critical estimates include, but are not limited to, future expected cash flows, including revenues and expenses, and applicable discount rates. While we believe our estimates and assumptions to be reasonable, they are subject to change as we obtain additional information related to those estimates during the applicable measurement periods (up to one year from the acquisition date). Pursuant to ASC 805, our financial statements are not retrospectively adjusted for any provisional amount changes that occur in subsequent periods. Rather, we recognize any provisional amount adjustments during the reporting period in which the adjustments are determined. We also record, in the same period’s financial statements, the effect on earnings of changes in depletion, depreciation, amortization, or other income effects, if any, as a result of any change to provisional amounts, calculated as if the accounting had been completed at the acquisition date.
DETERMINING THE ADEQUACY OF PENSION AND OTHER POSTRETIREMENT BENEFIT ASSETS AND LIABILITIES
In connection with the merger with PotlatchDeltic Corporation on January 30, 2026, we assumed one qualified defined benefit pension plan, two nonqualified pension plans, and two other postretirement employee benefit ("OPEB") plans. Under ASC 805, the assumed benefit obligations and plan assets were remeasured at fair value as of the acquisition date, and net periodic benefit cost in the post-acquisition period is based on assumptions established at that date.
Measurement of the benefit obligations and net periodic benefit cost requires significant judgment. The most significant assumption is the discount rate, which is set at the measurement date by matching spot rates on high-quality corporate bonds to expected benefit cash flows, with the involvement of actuarial specialists. Other significant assumptions include the expected long-term return on plan assets, mortality rates, and, for the OPEB plans, health care cost trend rates. Net periodic benefit cost for the post-acquisition period reflects a discount rate of 5.65% for the pension plans and 5.50% for the OPEB plans, and an expected return on plan assets of 6.50% for the qualified pension plan. Holding other assumptions constant, a 25 basis point decrease in the discount rate would increase the acquisition-date projected benefit obligation by approximately $5.8 million and have a minimal impact on 2026 net periodic benefit cost. See Note 18 — Pension and Other Postretirement Employee Benefits for additional information.
ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED
See Note 1 — Basis of Presentation for a summary of recently issued accounting standards.
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INDUSTRY AND MARKET CONDITIONS
The demand for timber is related to the underlying demand for lumber, pulp, paper, packaging, and other wood products. Our Southern Timber segment harvests both sawtimber and pulpwood, with end-market exposure to domestic sawmills (including certain of our own sawmills in the U.S. South), pulp, paper, packaging, wood pellets, and oriented strandboard (OSB). Our Northwest Timber segment relies primarily on domestic lumber customers, though log exports to Asia-Pacific countries also contribute to regional demand.
The Southern Timber and Northwest Timber segments are sensitive to the strength of U.S. lumber markets, which are closely tied to housing starts, and repair and remodel activity. A portion of our Southern Timber and Northwest Timber harvest is supplied to the Company's own mills. Additionally, a portion of our Northwest Timber harvest is tied to lumber price indices, which results in more direct exposure to lumber market movements than is typical of our other timber sales.
Our Wood Products segment produces dimensional lumber and industrial-grade plywood at six sawmills and one plywood mill, with demand driven primarily by U.S. new residential construction and repair-and-remodel activity, the latter of which tends to be less cyclical and is influenced by existing home sales, homeowner equity, and the age of the housing stock.
On October 14, 2025, a 10% ad valorem duty on softwood timber and lumber imports became effective under Executive Order 14223 and the resulting Section 232 proclamation. This duty, together with higher Canadian lumber duties that took effect in 2025 under the sixth administrative review of the anti-dumping and countervailing duty orders on softwood lumber from Canada, and a weaker U.S. dollar, has supported domestic lumber prices and incentivized domestic wood products production. In April 2026, the U.S. Department of Commerce issued preliminary results of the seventh administrative review (“AR7”) indicating lower combined Canadian duties, with final determinations expected in the second half of 2026; however, AR7 duties would remain elevated relative to historical levels, and the Section 232 duty would continue to apply. A final determination materially below current cash deposit rates could adversely impact domestic lumber prices, wood products production, and log demand and pricing.
Pricing within our timber segments is subject to broad macroeconomic influences and local market conditions. Locally, prices can fluctuate based on weather patterns, available log inventories, mill demand, and access to export markets. Currently, in our Southern Timber segment, pine stumpage realizations continue to be constrained by overall softer demand for pulpwood, due in part to recent mill closures. Meanwhile, weighted-average delivered log prices in the Northwest Timber segment have been supported by balanced supply and demand dynamics, though the addition of Idaho timberlands following the merger with PotlatchDeltic has increased the segment's overall sensitivity to lumber price movements. While Executive Order 14225, Immediate Expansion of American Timber Production (March 1, 2025) could increase the supply of available timber from federal lands, any potential impacts would likely be most prevalent in the Northwest. However, logistical, legal and infrastructure-related challenges would likely limit near-term market impacts.
We are also subject to the risk of price fluctuations in key operational costs, which primarily include logging and hauling. Additionally, our cost of sales is significantly influenced by the cost basis of timber sold (depletion) and real estate sold. Depletion represents the amortization of capitalized site preparation, planting and fertilization, real estate taxes, timberland lease payments, and certain payroll costs. The cost basis of real estate sold includes land costs and direct development and construction expenses for specific projects, including infrastructure, roadways, utilities, amenities and other improvements. While our timber and real estate sales are not directly subject to tariffs, to the extent that goods and/or services that we purchase in our operations are impacted by tariffs, this could lead to higher costs in our operations if vendors look to pass through any such increased costs resulting from tariffs. Similarly, diesel fuel prices, which directly affect our logging and transportation costs, have risen in 2026 as a result of geopolitical tensions in the Middle East and related disruptions to global energy markets, resulting in upward pressure on operating costs. Other costs include amortization of capitalized road and bridge construction and software, depreciation of fixed assets and equipment, road maintenance, severance and excise taxes, fire prevention, and real estate commissions and closing costs.
Changes in interest and mortgage rates may impact our Real Estate segment by affecting buyer demand. However, our development projects, including Wildlight, north of Jacksonville, Florida; Heartwood, south of Savannah, Georgia; and Chenal Valley in Little Rock, Arkansas, continue to experience solid demand as favorable trends in their respective markets have helped offset the effects of higher interest rates.
For additional information on market conditions impacting our business, see Results of Operations .
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DISCUSSION OF TIMBER INVENTORY AND SUSTAINABLE YIELD
See Item 1 — Business — Discussion of Timber Inventory and Sustainable Yield in our 2025 Form 10-K. Note that this discussion reflects Rayonier’s legacy timberlands only and does not include the legacy timberlands of PotlatchDeltic. A combined discussion will be included in future filings.
OUR TIMBERLANDS
Our timber operations are disaggregated into two geographically distinct segments: Southern Timber and Northwest Timber. The following tables provide a breakdown of our timberland holdings as of March 31, 2026 and December 31, 2025.
(acres in 000s) As of March 31, 2026 As of December 31, 2025
Owned Leased Total Owned Leased Total
Southern
Alabama 372 15 387 248 2 250
Arkansas 937 1 938 — 1 1
Florida 335 10 345 336 10 346
Georgia 801 48 849 609 48 657
Louisiana 175 — 175 146 — 146
Mississippi 126 5 131 — — —
South Carolina 63 — 63 15 — 15
Texas 273 — 273 275 — 275
3,082 79 3,161 1,629 61 1,690
Northwest
Idaho 623 — 623 — — —
Oregon 6 — 6 6 — 6
Washington 299 2 301 299 2 301
928 2 930 305 2 307
Total 4,010 81 4,091 1,934 63 1,997
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The following tables detail activity for owned and leased acres in our timberland holdings by state from December 31, 2025 to March 31, 2026:
(acres in 000s) Acres Owned
December 31, 2025
Acquisitions (a) Sales March 31, 2026
Southern
Alabama 248 124 — 372
Arkansas — 937 — 937
Florida 336 — (1) 335
Georgia 609 194 (2) 801
Louisiana 146 29 — 175
Mississippi — 126 — 126
South Carolina 15 51 (3) 63
Texas 275 — (2) 273
1,629 1,461 (8) 3,082
Northwest
Idaho — 623 — 623
Oregon 6 — — 6
Washington 299 — — 299
305 623 — 928
Total 1,934 2,084 (8) 4,010
(acres in 000s) Acres Leased
December 31, 2025
New Leases (a) Sold/Expired Leases March 31, 2026
Southern
Alabama 2 13 — 15
Arkansas 1 — — 1
Florida 10 — — 10
Georgia 48 — — 48
Mississippi — 5 — 5
61 18 — 79
Northwest
Washington (b) 2 — — 2
Total 63 18 — 81
(a) Represents acres assumed in connection with the merger with PotlatchDeltic on January 30, 2026. There were no other acquisitions or new leases during the three months ended March 31, 2026.
(b) Primarily timber reservations acquired in the merger with Pope Resources.
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WOOD PRODUCTS FACILITIES
Our Wood Products segment manufactures lumber, plywood, and residual products at seven mills located in Arkansas, Idaho, Michigan, and Minnesota. The following table provides a breakdown of our Wood Products facilities and their respective capacities as of March 31, 2026.
Annual Capacity (a)
Sawmills
Waldo, Arkansas 275
Warren, Arkansas 220
St. Maries, Idaho 185
Gwinn, Michigan 185
Ola, Arkansas 150
Bemidji, Minnesota 140
Total MMBF (b) 1,155
Plywood Mill
St. Maries, Idaho 150
Total MMSF (b) 150
(a) Capacity represents the proven annual production capabilities of the facility under normal operating conditions and producing a normal product mix. Normal operating conditions are based on the configuration, efficiency and the number of shifts worked at each individual facility. In general, the definition includes two shifts per day for four days per week (10 hours per shift) at each facility, which is consistent with industry-wide recognized measures. Production can exceed capacity due to efficiency gains and overtime.
(b) MMBF stands for million board feet; MMSF stands for million square feet, 3/8-inch panel thickness basis.
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RESULTS OF OPERATIONS
CONSOLIDATED RESULTS
The following table provides key financial information by segment and on a consolidated basis:
Three Months Ended
March 31,
Financial Information (in millions) 2026 2025
Sales
Southern Timber $88.7 $50.9
Northwest Timber 32.1 21.8
Wood Products 108.5 —
Real Estate
Improved Development 6.6 3.3
Rural 49.4 5.3
Deferred Revenue/Other (a) 3.8 1.6
Total Real Estate 59.8 10.2
Intersegment Eliminations (b) (12.2) —
Total Sales $276.8 $82.9
Operating (Loss) Income
Southern Timber $12.4 $10.1
Northwest Timber (0.4) 0.3
Wood Products (c) (1.0) —
Real Estate 27.4 (1.0)
Corporate and Other (d) (82.8) (9.3)
Intersegment Eliminations (b) (1.2) —
Operating (Loss) Income (45.7) 0.1
Interest expense, net (14.3) (6.4)
Interest income 7.2 2.9
Other miscellaneous income (expense), net (e) 0.9 (1.9)
Income tax benefit (expense) (f) 39.4 (0.3)
Loss from Continuing Operations (12.5) (5.6)
Income from operations of discontinued operations, net of tax — 2.5
Net Loss (12.5) (3.1)
Less: Net income attributable to noncontrolling interests in consolidated affiliates — (0.4)
Net Loss Attributable to Rayonier, L.P. ($12.5) ($3.5)
Less: Net loss attributable to noncontrolling interests in the Operating Partnership 0.1 0.1
Net Loss Attributable to Rayonier Inc. ($12.4) ($3.4)
Adjusted EBITDA (g)
Southern Timber $45.5 $27.0
Northwest Timber 8.6 5.9
Wood Products 6.8 —
Real Estate 46.2 2.0
Corporate and Other (11.8) (7.9)
Intersegment Eliminations (b) (1.2) —
Total Adjusted EBITDA $94.1 $27.1
(a) Includes deferred revenue adjustments, builder price participation and other fees related to Improved Development sales, as well as residential and commercial lease revenue and revenue from our country club operations.
(b) Intersegment eliminations represents logs sold by the Timber segments to Wood Products, and includes the elimination of intersegment profit remaining in ending Wood Products inventory.
(c) The three months ended March 31, 2026 includes a $1.2 million inventory purchase price adjustment in cost of sales.
(d) The three months ended March 31, 2026 includes $70.4 million of costs related to the merger with PotlatchDeltic. The three months ended March 31, 2025 includes $1.1 million of restructuring charges.
(e) The three months ended March 31, 2025 includes $1.7 million of net costs associated with legal settlements.
(f) The three months ended March 31, 2026 includes a $40.3 million tax benefit from our valuation allowance release.
(g) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators .
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Three Months Ended
March 31,
Southern Timber Overview * 2026 2025
Sales Volume (in thousands of tons)
Delivered Pine Pulpwood 522 317
Delivered Pine Sawtimber 755 237
Stumpage Pine 1,399 914
Total Pine Volume 2,677 1,468
Delivered Hardwood 19 5
Stumpage Hardwood 84 108
Total Volume 2,779 1,581
% Delivered Volume (vs. Total Volume) 47 % 35 %
% Pine Sawtimber Volume (vs. Total Pine Volume) 56 % 43 %
Log Pricing (dollars per ton)
Delivered Pine Pulpwood $30.20 $37.83
Delivered Pine Sawtimber 44.59 47.69
Weighted Average Delivered Pine $38.71 $42.04
Delivered Hardwood 42.09 39.84
Weighted Average Delivered Total $38.76 $42.03
Stumpage Pine 17.05 18.81
Stumpage Hardwood 9.96 12.26
Weighted Average Stumpage Total $16.65 $18.11
Summary Financial Data (in millions of dollars)
Timber Sales $74.9 $41.9
Less: Logging and Hauling (30.3) (12.5)
Net Stumpage Sales $44.5 $29.4
Land-Based Solutions (a) 3.6 2.8
Other Non-Timber Sales 10.2 6.3
Total Sales $88.7 $50.9
Operating Income $12.4 $10.1
(+) Depreciation, depletion and amortization 33.1 16.9
Adjusted EBITDA (b) $45.5 $27.0
Other Data
Period-End Acres (in thousands) 3,161 1,748
* As a result of the merger with PotlatchDeltic, we have revised our reporting to include delivered log pricing to reflect the prevalent mode of sale in our Southern Timber segment.
(a) Consists primarily of sales from carbon capture and storage (“CCS”) and solar energy contracts.
(b) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators .
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Three Months Ended
March 31,
Northwest Timber Overview * 2026 2025
Sales Volume (in thousands of tons) (a)
Pulpwood 47 41
Domestic Sawtimber (b) 314 219
Export Sawtimber — 1
Total Volume 361 261
% Delivered Volume (vs. Total Volume) 96 % 91 %
% Sawtimber Volume (vs. Total Volume) 87 % 84 %
% Export Volume (vs. Total Volume) (c) — 1 %
Delivered Log Pricing (in dollars per ton) (a)
Pulpwood $36.82 $30.05
Domestic Sawtimber 94.37 90.58
Export Sawtimber (d) — 84.07
Weighted Average Log Price $86.79 $81.13
Summary Financial Data (in millions of dollars)
Timber Sales $30.7 $20.4
Less: Logging and Hauling (16.1) (9.3)
Net Stumpage Sales $14.6 $11.0
Trading Sales — 0.4
Land-Based Solutions — —
Other Non-Timber Sales 1.4 1.0
Total Sales $32.1 $21.8
Operating (Loss) Income ($0.4) $0.3
(+) Depreciation, depletion and amortization 9.0 5.6
Adjusted EBITDA (e) $8.6 $5.9
Other Data
Period-End Acres (in thousands) 930 308
* As a result of the merger with PotlatchDeltic, our Pacific Northwest Timber segment has been renamed Northwest Timber to reflect the expanded geographic scope and integration of Idaho timberland assets.
(a) Excludes log trading activities.
(b) Includes volumes sold to third-party exporters.
(c) Estimated percentage of export volume includes direct exports and log sales to third-party exporters.
(d) Pricing is reported on a CFR basis (i.e., inclusive of export costs and freight).
(e) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators .
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Three Months Ended
March 31,
Wood Products Overview 2026 2025
Volume and Pricing Data
Lumber Shipments (MMBF) (a) 199 —
Lumber Price Realization (in dollars per MBF) (b) $437 —
Summary Financial Data (in millions of dollars)
Lumber Sales $87.2 —
Plywood/Residual/Other 21.3 —
Total Sales $108.5 —
Costs and Expenses
Freight, logging and hauling ($13.2) —
Fiber costs (49.3) —
Manufacturing costs (40.8) —
Finished goods inventory change 2.4 —
Depreciation, depletion and amortization (6.7) —
Other costs and expenses (1.9) —
Total Costs and Expenses ($109.5) —
Operating Loss ($1.0) —
(+) Inventory purchase price adjustment in cost of sales (c) 1.2 —
(+) Depreciation, depletion and amortization 6.7 —
Adjusted EBITDA (d) $6.8 —
(a) Lumber shipments on a full quarter basis, inclusive of the pre-merger period, were 288 MMBF and 295 MMBF in Q1 2026 and Q4 2025, respectively.
(b) Lumber price realizations on a full quarter basis, inclusive of the pre-merger period, was $427 per MBF and $384 per MBF in Q1 2026 and Q4 2025, respectively.
(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.
(d) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators .
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Three Months Ended
March 31,
Real Estate Overview 2026 2025
Sales (in millions of dollars)
Improved Development (a) $6.6 $3.3
Rural 49.4 5.3
Deferred Revenue/Other (b) 3.8 1.6
Total Sales $59.8 $10.2
Acres Sold
Improved Development (a) 39.2 78.2
Rural 7,656 953
Total Acres Sold 7,695 1,031
Gross Price per Acre (dollars per acre)
Improved Development (a) $167,965 $42,101
Rural 6,457 5,534
Weighted Average (Total) $7,280 $8,308
Weighted Average (Adjusted) (c) $6,457 $5,534
Operating Income (Loss) $27.4 ($1.0)
(+) Depreciation, depletion and amortization 6.9 0.6
(+) Non-cash cost of land and improved development 12.0 2.4
Adjusted EBITDA (d) $46.2 $2.0
(a) Reflects land with capital invested in infrastructure improvements.
(b) Includes deferred revenue adjustments, builder price participation and other fees related to Improved Development sales, as well as residential and commercial lease revenue and revenue from our country club operations.
(c) Excludes Improved Development.
(d) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators .
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Three Months Ended
March 31,
Capital Expenditures By Segment (in millions of dollars) 2026 2025
Timber Capital Expenditures
Southern Timber
Reforestation, silviculture and other capital expenditures $9.7 $6.2
Property taxes 2.2 1.8
Lease payments 0.1 0.1
Allocated overhead 2.0 1.5
Subtotal Southern Timber $14.0 $9.6
Northwest Timber
Reforestation, silviculture and other capital expenditures 2.2 1.5
Property taxes 0.5 0.1
Allocated overhead 1.3 0.7
Subtotal Northwest Timber $4.0 $2.4
Total Timber Segments Capital Expenditures $18.0 $12.0
Wood Products 2.4 —
Real Estate — —
Total Capital Expenditures $20.4 $12.0
Real Estate Development Investments (a)
$4.5 $4.1
(a) Represents investments in master infrastructure or entitlements in our real estate development projects. Real Estate Development Investments are amortized as the underlying properties are sold and included in Non-Cash Cost of Land and Improved Development.
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Three Months Ended
March 31,
Discontinued Operations * 2026 2025
Summary Financial Data by Historical Segment (in millions of dollars)
New Zealand Timber
Timber Sales — $52.5
Less: Cut and Haul — (20.4)
Less: Port and Freight — (15.4)
Net Stumpage Sales — $16.7
Other Non-Timber Sales — 0.2
Total New Zealand Timber Sales — $52.7
Trading
Trading Sales — 3.9
Non-Timber Sales — 0.2
Total Trading Sales — $4.1
Total sales from discontinued operations — $56.8
Income from operations of discontinued operations, net of tax — $2.5
* Due to the Company’s sale of the entities that hold its entire 77% New Zealand joint venture interest, which was completed on June 30, 2025, New Zealand operating results are classified as Discontinued Operations in our Consolidated Financial Statements for the three months ended March 31, 2025.
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The following tables summarize sales, operating income (loss) and Adjusted EBITDA variances for March 31, 2026 versus March 31, 2025 (millions of dollars):
Sales Southern Timber Northwest Timber Wood Products Real Estate Intersegment Eliminations Total
Three Months Ended
March 31, 2025
$50.9 $21.8 — $10.2 — $82.9
Volume 19.5 3.5 — 53.4 — 76.4
Price (3.3) 1.2 — (7.4) — (9.5)
Non-timber sales (a) 4.8 0.3 — — — 5.1
Other 16.8 (b) 5.3 (b) 108.5 (c) 3.6 (d) (12.2) (e) 122.0
Three Months Ended
March 31, 2026
$88.7 $32.1 $108.5 $59.8 ($12.2) $276.8
(a) For the Southern Timber segment, includes sales from carbon capture and storage ("CCS") and solar energy contracts.
(b) Includes variance due to stumpage versus delivered sales.
(c) Wood Products is a new segment in Q1 2026.
(d) Includes deferred revenue adjustments, builder price participation, and other fees related to Improved Development sales, as well as residential and commercial lease revenue and revenue from our country club operations.
(e) Intersegment eliminations represents logs sold from the Timber segments to Wood Products.
Operating Income (Loss) Southern Timber Northwest Timber Wood Products Real Estate Corporate and Other Intersegment Eliminations Total
Three Months Ended
March 31, 2025
$10.1 $0.3 — ($1.0) ($9.3) — $0.1
Volume 6.7 1.5 — 35.0 — — 43.2
Price (a) (3.3) 1.2 — (7.4) — — (9.5)
Cost (2.5) (2.4) — (2.1) (3.9) — (10.9)
Non-timber income (b) 4.8 0.3 — — — — 5.1
Depreciation, depletion & amortization (3.4) (1.3) — (3.4) (0.3) — (8.4)
Non-cash cost of land and improved development — — — 5.9 — — 5.9
Other (c) — — (1.0) 0.4 (69.3) (1.2) (71.1)
Three Months Ended
March 31, 2026
$12.4 ($0.4) ($1.0) $27.4 ($82.8) ($1.2) ($45.7)
(a) For Timber segments, price is presented on a a gross basis and reflects prices excluding logging, hauling, and shipping costs. For Real Estate, price is presented net of cash closing costs.
(b) For the Southern Timber segment, includes income from carbon capture and storage (“CCS”) and solar energy contracts.
(c) Wood Products is a new segment in Q1 2026. Real Estate includes deferred revenue adjustments, builder price participation, and other fees related to Improved Development sales, as well as residential and commercial lease revenue and revenue from our country club operations. Corporate and Other includes $70.4 million of costs related to the merger with PotlatchDeltic in the current period, compared to $1.1 million of restructuring charges in the prior year period. 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.
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Adjusted EBITDA (a) Southern Timber Northwest Timber Wood Products Real Estate Corporate and Other Intersegment Eliminations Total
Three Months Ended
March 31, 2025
$27.0 $5.9 — $2.0 ($7.9) — $27.1
Volume 19.5 3.6 — 53.4 — — 76.5
Price (b) (3.3) 1.2 — (7.4) — — (9.5)
Cost (2.5) (2.4) — (2.1) (3.9) — (10.9)
Non-timber income (c) 4.8 0.3 — — — — 5.1
Other (d) — — 6.8 0.3 — (1.2) 5.9
Three Months Ended
March 31, 2026
$45.5 $8.6 $6.8 $46.2 ($11.8) ($1.2) $94.1
(a) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators below.
(b) For Timber segments, price is presented on a a gross basis and reflects prices excluding logging, hauling, and shipping costs. For Real Estate, price is presented net of cash closing costs.
(c) For the Southern Timber segment, includes income from carbon capture and storage (“CCS”) and solar energy contracts.
(d) Wood Products is a new segment in Q1 2026. Real Estate includes deferred revenue adjustments, builder price participation, and other fees related to Improved Development sales, as well as residential and commercial lease revenue and revenue from our country club operations. 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.
SOUTHERN TIMBER
First quarter sales of $88.7 million increased $37.7 million, or 74%, versus the prior year period. Harvest volumes increased 76% to 2.78 million tons versus 1.58 million tons in the prior year period, primarily driven by 1.0 million tons of incremental volume from the PotlatchDeltic timberlands. Average delivered pine sawtimber prices decreased to $44.59 per ton versus $47.69 per ton in the prior year period, primarily reflecting changes in geographic mix associated with the expanded Southern Timber footprint, as well as modestly weaker market conditions. Average delivered pine pulpwood prices decreased to $30.20 per ton versus $37.83 per ton in the prior year period, reflecting geographic mix impacts from the expanded footprint, as well as softer pulpwood markets. Meanwhile, weighted-average prices on stumpage sales (including hardwood) decreased to $16.65 per ton versus $18.11 per ton in the prior year period, largely attributable to the geographic mix shift due to the merger. Operating income of $12.4 million increased $2.2 million versus the prior year period due to higher volumes ($6.7 million) and higher non-timber income ($4.8 million), partially offset by higher depletion expense ($3.4 million), lower prices ($3.3 million) and higher costs ($2.5 million). First quarter Adjusted EBITDA of $45.5 million was 68%, or $18.4 million, above the prior year period.
NORTHWEST TIMBER
First quarter sales of $32.1 million increased $10.3 million, or 47%, versus the prior year period. Harvest volumes increased 38% to 361,000 tons versus 261,000 tons in the prior year period, primarily driven by 116,000 tons of incremental volume from legacy PotlatchDeltic timberlands. Idaho harvest activity was limited during the first quarter due to extended spring break-up conditions following a relatively mild winter. Average delivered prices for sawtimber increased to $94.37 per ton versus $90.58 per ton in the prior year period, primarily reflecting geographic mix due to the addition of Idaho sawtimber (most of which is indexed to lumber prices), which more than offset modestly lower prices in the Pacific Northwest. Average delivered pulpwood prices increased to $36.82 per ton versus $30.05 per ton in the prior year period, primarily due to improved pulpwood demand and less competition from sawmill residuals. Operating loss of ($0.4) million versus operating income of $0.3 million in the prior year period was driven by higher costs ($2.4 million) and higher depletion expense ($1.3 million), partially offset by higher volumes ($1.5 million), higher prices ($1.2 million) and higher non-timber income ($0.3 million). First quarter Adjusted EBITDA of $8.6 million was 45%, or $2.7 million, above the prior year period.
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WOOD PRODUCTS
First quarter sales totaled $108.5 million, consisting of $87.2 million of lumber sales and $21.3 million of plywood, residual, and other sales. Improved supply-demand conditions due to capacity curtailments announced last year, coupled with seasonal restocking ahead of the spring building season, drove higher lumber prices throughout the first quarter, particularly for southern yellow pine. Lumber shipments totaled 199 MMBF, with average lumber price realizations of $437 per thousand board feet. While shipment volumes were impacted by adverse weather in both our Northern and Southern mills, overall manufacturing costs per unit remained stable. Industrial plywood demand and costs were also relatively stable during the quarter. First quarter operating loss and Adjusted EBITDA were $1.0 million and $6.8 million, respectively.
REAL ESTATE
First quarter sales of $59.8 million increased $49.6 million versus the prior year period, while operating income of $27.4 million increased $28.3 million versus the prior year period. Sales and operating income increased primarily due to higher acres sold (7,695 acres sold versus 1,031 acres sold in the prior year period), partially offset by lower weighted-average prices ($7,280 per acre versus $8,308 per acre in the prior year period).
Improved Development sales of $6.6 million included $3.5 million from the Heartwood development project south of Savannah, Georgia and $3.1 million from the Chenal Valley development project in Little Rock, Arkansas. Sales in Heartwood consisted of a 32-acre church site for $2.2 million ($68,000 per acre) and two commercial properties totaling 2.4 acres for $1.3 million ($538,000 per acre). Sales in Chenal Valley included 20 residential lots for $3.1 million ($157,000 per lot). This compares to Improved Development sales of $3.3 million in the prior year period.
Rural sales of $49.4 million consisted of 7,656 acres at an average price of $6,457 per acre, including a 2,226-acre sale to a solar developer for $10,100 per acre. This compares to prior year period sales of $5.3 million, which consisted of 953 acres at an average price of $5,534 per acre.
First quarter Adjusted EBITDA of $46.2 million increased $44.2 million versus the prior year period.
OTHER ITEMS
CORPORATE AND OTHER EXPENSE
First quarter corporate and other operating expenses of $82.8 million increased $73.4 million versus the prior year period, primarily due to $70.4 million of costs related to the merger with PotlatchDeltic. The prior year period included $1.1 million of restructuring charges.
INTEREST EXPENSE, NET
First quarter interest expense of $14.3 million increased $7.9 million versus the prior year period, primarily due to incremental debt assumed in the merger with PotlatchDeltic.
INTEREST INCOME
First quarter interest income of $7.2 million increased $4.3 million versus the prior year period, primarily due to a higher cash balance following the sale of the Company’s New Zealand joint venture interest in the second quarter of 2025.
OTHER MISCELLANEOUS INCOME (EXPENSE), NET
First quarter other miscellaneous income of $0.9 million compares to prior year period other miscellaneous expense of $1.9 million, which included $1.7 million of net costs associated with legal settlements.
INCOME TAX BENEFIT (EXPENSE)
First quarter income tax benefit of $39.4 million versus $0.3 million of income tax expense in the prior year period was primarily driven by a $40.3 million benefit associated with the release of a valuation allowance. This valuation allowance was primarily related to net operating losses generated by the Company’s taxable REIT subsidiary, which are now expected to be utilized following the merger with PotlatchDeltic.
INCOME FROM OPERATIONS OF DISCONTINUED OPERATIONS, NET OF TAX
Discontinued operations relates to the sale of our New Zealand joint venture, which was completed on June 30, 2025. There was no income from discontinued operations in the first quarter of 2026. The prior year period
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included income from operations of discontinued operations, net of tax of $2.5 million. See Note 3 — Discontinued Operations for additional information.
SHARE REPURCHASES
During the first quarter, the Company repurchased approximately 1.5 million shares at an average price of $20.98 per share, or $31.1 million in total. As of March 31, 2026, the Company had $198.4 million remaining on its current share repurchase authorization.
OUTLOOK
In our Southern Timber segment, we expect full-year harvest volumes of 12.1 to 12.6 million tons, with anticipated harvest volumes of 2.9 to 3.1 million tons in the second quarter. We expect regional sawtimber and pulpwood prices to remain relatively stable for the second quarter compared to the first quarter. However, full-year and quarterly average pine prices for the combined company’s Southern Timber segment are expected to be lower than the standalone prices for Rayonier in the prior year based on the geographic mix of the combined company.
In our Northwest Timber segment, we expect full-year harvest volumes of 2.0 to 2.3 million tons, with anticipated harvest volumes of approximately 500,000 tons in the second quarter. We expect overall sawtimber prices to be higher in the second quarter compared to the first quarter primarily due to the addition of PotlatchDeltic’s Idaho timberlands. We continue to expect that full-year 2026 average log pricing for the combined company’s Northwest Timber segment will be higher than the standalone pricing for Rayonier in the prior year. Following the merger, our Northwest pricing is more sensitive to fluctuations in lumber pricing, as a significant portion of our sawlog sales in Idaho are indexed to lumber prices.
In our Wood Products segment, we continue to expect lumber shipments to total ~1.1 billion board feet for the 11 months of contribution in 2026. We further expect lumber shipments in the second quarter of approximately 310 to 320 million board feet. We were encouraged by the positive trajectory in lumber prices through mid-April, but pricing in recent weeks across some products has moderated amid more balanced supply/demand dynamics. Based on quarter-to-date price realizations and current lumber pricing, we expect the contribution from the Wood Products segment to be higher in the second quarter as compared to the first quarter results.
In our Real Estate segment, we are pleased by the continued momentum and maintain a strong pipeline of rural and improved development land sales for the balance of the year.
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LIQUIDITY AND CAPITAL RESOURCES
Our principal source of cash is cash flow from operations, primarily the harvesting of timber and sales of real estate. As an UPREIT, our main use of cash is dividends on Rayonier Inc. common shares and distributions on Rayonier, L.P. units. We also use cash to maintain the productivity of our timberlands through replanting and silviculture, and to maintain and improve our Wood Products manufacturing facilities through capital expenditures and other investments. Our operations have generally produced consistent cash flow and required limited capital resources; however, acquisitions generally require funding from external sources or Large Dispositions.
SUMMARY OF LIQUIDITY AND FINANCING COMMITMENTS
March 31, December 31,
(millions of dollars) 2026 2025
Cash and cash equivalents $681.7 $842.9
Total debt (a) 2,059.5 1,050.0
Noncontrolling interests in the Operating Partnership
39.9 40.5
Shareholders’ equity 5,329.4 2,209.7
Total capitalization (total debt plus permanent and temporary equity) 7,428.8 3,300.2
Debt to capital ratio 28 % 32 %
Net debt to enterprise value (b)(c) 18 % 6 %
(a) Total debt as of March 31, 2026 and December 31, 2025 reflects principal on long-term debt and current maturities of long-term debt, gross of deferred financing costs and unamortized discounts.
(b) Net debt is calculated as total debt less cash and cash equivalents.
(c) Enterprise value based on market capitalization (including Rayonier, L.P. “OP” units) plus net debt based on Rayonier’s share price of $20.62 and $21.65 as of March 31, 2026 and December 31, 2025, respectively.
CASH FLOWS
The following table summarizes our cash flows from operating, investing and financing activities for the three months ended March 31, 2026 and 2025:
(millions of dollars) 2026 2025
Cash provided by (used for):
Operating activities $34.6 $27.7
Investing activities (53.1) (21.4)
Financing activities (142.8) (116.5)
CASH PROVIDED BY OPERATING ACTIVITIES
Cash provided by operating activities increased $6.9 million from the prior year period, primarily due to favorable change in working capital and improved operating results, including contributions from the legacy PotlatchDeltic operations following the merger, mostly offset by merger-related costs.
CASH USED FOR INVESTING ACTIVITIES
Cash used for investing activities increased $31.6 million from the prior year period. This is primarily due to the net cash consideration transferred in our merger with PotlatchDeltic ($24.8 million), higher capital expenditures from continuing operations ($8.4 million), higher real estate development investments ($0.5 million) and other investing activities ($4.8 million), partially offset by interest received under swaps with other-than-insignificant financing elements ($4.1 million) and lower capital expenditures from discontinued operations ($2.7 million).
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CASH USED FOR FINANCING ACTIVITIES
Cash used for financing activities increased $26.3 million from the prior year period. This was primarily due to higher share repurchases ($29.4 million), repayments of debt ($27.5 million), higher equity issuance costs ($0.9 million) and finance lease payments ($0.8 million), partially offset by lower dividends paid on common shares ($29.3 million), (as the current year period reflects dividends on incremental shares issued in connection with the PotlatchDeltic merger, while the prior year period included a $67.8 million special dividend), lower distributions to noncontrolling interests in consolidated affiliates ($1.9 million) and lower distributions to noncontrolling interests in the Operating Partnership ($1.0 million).
FUTURE USES OF CASH
We expect future uses of cash to include working capital requirements, principal and interest payments on long-term debt, lease payments, capital expenditures, real estate development investments, acquisitions, dividends on Rayonier Inc. common shares and distributions on Rayonier, L.P. units, repurchases of the Company’s common shares, or other expenditures as needed.
Significant long-term uses of cash include the following (in millions):
Future uses of cash (in millions) Total Payments Due by Period
2026 2027-2028 2029-2030 Thereafter
Long-term debt (a) $1,859.5 — $438.8 $574.7 $846.0
Current maturities of long-term debt (b) 200.0 200.0 — — —
Interest payments on long-term debt (c) 411.4 72.9 161.0 97.0 80.5
Operating leases — timberland (d) 22.1 2.7 5.4 4.2 9.8
Operating leases — PP&E, offices (d) 7.0 2.5 4.0 0.5 —
Finance leases — PP&E (d) 13.6 4.2 7.3 2.1 —
Commitments — real estate projects (e) 96.1 34.5 50.9 6.6 4.1
Commitments — environmental remediation (f) 9.6 5.3 1.4 0.8 2.1
Commitments — cutting contracts (g) 21.7 6.8 12.0 2.2 0.7
Commitments — other (h) 36.3 15.4 11.4 3.5 6.0
Total $2,677.3 $344.3 $692.2 $691.6 $949.2
(a) The book value of long-term debt, net of deferred financing costs and unamortized discounts, is recorded at $1,855.1 million on our Consolidated Balance Sheets, but upon maturity the liability will be $1,859.5 million. See Note 8 — Debt for additional information.
(b) The book value of current maturities of long-term debt is recorded on our Consolidated Balance Sheets net of an immaterial amount of deferred financing costs. See Note 8 — Debt for additional information.
(c) Projected interest payments for variable-rate debt were calculated based on outstanding principal amounts and interest rates as of March 31, 2026 and excludes the impact of hedging.
(d) Excludes anticipated renewal options.
(e) Commitments — real estate projects primarily consists of payments expected to be made on real estate development projects.
(f) Commitments — environmental remediation primarily represents our estimate of potential liability associated with environmental contamination and Natural Resource Damages in Port Gamble, Washington. See Note 13 — Environmental and Natural Resource Damage Liabilities for additional information.
(g) Commitments — cutting contracts consists of payments expected to be made under timber cutting contracts to supply logs to the Company’s Wood Products manufacturing facilities.
(h) Commitments — other includes other purchase obligations.
We expect to fund these requirements with a combination of existing cash balances, cash generated by operating activities, Large Dispositions, and our Revolving Credit Facility. We believe we have sufficient liquidity to meet our business requirements for the next 12 months and the foreseeable future.
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EXPECTED 2026 EXPENDITURES
Capital expenditures in 2026 are expected to range between $104 million and $108 million, excluding strategic acquisitions. Capital expenditures primarily consist of seedling planting, fertilization and other silvicultural activities; maintenance and discretionary capital projects at our Wood Products facilities; property taxes; lease payments; and allocated overhead. Aside from these recurring expenditures, we continue to actively evaluate opportunistic investments.
We anticipate real estate development investments in 2026 to range between $28 million and $32 million, net of reimbursements from community development bonds. These investments are primarily related to Wildlight, our mixed-use community development project located north of Jacksonville, Florida; Heartwood, our mixed-use development project located in Richmond Hill just south of Savannah, Georgia; and our master-planned community at Chenal Valley in Little Rock, Arkansas.
Our 2026 dividend payments on Rayonier Inc. common shares and distributions to Rayonier, L.P. unitholders are expected to be approximately $316 million and $2 million, respectively, assuming no change in the quarterly dividend rate of $0.26 per share or partnership unit, or material changes in the number of shares or partnership units outstanding.
We expect to make estimated cash contributions in 2026 of approximately $7.3 million to the qualified pension plan. Additionally, 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. See Note 18 — Pension and Other Postretirement Employee Benefits for additional information.
In April 2026, we repaid the $200.0 million 2016 Incremental Term Loan at its scheduled maturity using cash on hand. See Note 8 — Debt for additional information regarding our debt maturity profile.
Future share repurchases, if any, will depend on the Company’s liquidity and cash flow, general market conditions, and other considerations, including capital allocation priorities.
OFF-BALANCE SHEET ARRANGEMENTS
We utilize off-balance sheet arrangements to provide credit support for certain suppliers and vendors, in case of their default on critical obligations, and collateral for outstanding claims under our previous workers’ compensation self-insurance programs. These arrangements consist of standby letters of credit and surety bonds. As part of our ongoing operations, we also periodically issue guarantees to third parties. These off-balance sheet arrangements are not considered a source of liquidity or capital resources and do not expose us to material risks or material unfavorable financial impacts. See Note 14 — Guarantees for details on the letters of credit and surety bonds as of March 31, 2026.
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SUMMARY OF GUARANTOR FINANCIAL INFORMATION
In May 2021, Rayonier, L.P. issued $450 million of 2.75% Senior Notes due 2031 (the “Senior Notes due 2031”). At issuance, Rayonier Inc., Rayonier TRS Holdings Inc., and Rayonier Operating Company, LLC agreed to irrevocably, fully and unconditionally guarantee, jointly and severally, the obligations of Rayonier, L.P. with respect to the Senior Notes due 2031.
On February 13, 2026, in connection with the merger with PotlatchDeltic Corporation, the Company executed a Second Supplemental Indenture pursuant to which PotlatchDeltic Forest Holdings, LLC, PotlatchDeltic Land & Lumber, LLC, PotlatchDeltic Timber, LLC, PotlatchDeltic REIT Southeastern, LLC, and PotlatchDeltic Manufacturing, LLC (collectively, the “PotlatchDeltic Guarantors”) became additional guarantors of the Senior Notes due 2031. The Senior Notes due 2031 are now guaranteed, jointly and severally, by Rayonier Inc., Rayonier TRS Holdings Inc., Rayonier Operating Company LLC, and the PotlatchDeltic Guarantors (collectively, the “Guarantors”).
As the general partner of Rayonier, L.P., Rayonier Inc. consolidates Rayonier, L.P. and has no material assets or liabilities other than its interest in the partnership. These notes are unsecured and unsubordinated and will rank equally with all other unsecured and unsubordinated indebtedness outstanding from time to time.
Rayonier, L.P. is a limited partnership, in which Rayonier Inc. is the general partner. The operating subsidiaries of Rayonier, L.P. conduct all of our operations. Rayonier, L.P.’s most significant assets are its interest in operating subsidiaries; however, these have been excluded from the table below to eliminate intercompany transactions between the issuer and guarantors and to exclude investments in non-guarantors. Consequently, the Company’s ability to make required payments on the notes depends on the performance of the operating subsidiaries and their ability to distribute funds to us. There are no material restrictions on dividends from these operating subsidiaries.
Because the PotlatchDeltic Guarantors joined the obligor group during the quarter, the summarized financial information as of March 31, 2026 reflects the expanded obligor group, while the December 31, 2025 information reflects only Rayonier, L.P. and the original three guarantors. The two periods are therefore not presented on a comparable obligor-group basis.
The summarized balance sheet information for the consolidated obligor group of debt issued by Rayonier, L.P. for the three months ended March 31, 2026 and year ended December 31, 2025 are provided in the table below:
(in millions) March 31, 2026 December 31, 2025
Current assets $842.6 $854.0
Non-current assets 749.8 65.3
Current liabilities 303.5 221.2
Non-current liabilities 3,747.0 2,518.0
Due to non-guarantors 1,744.6 1,650.6
The summarized results of operations information for the consolidated obligor group of debt issued by Rayonier, L.P. for the three months ended March 31, 2026 and year ended December 31, 2025 are provided in the table below:
(in millions) March 31, 2026 December 31, 2025
Cost and expenses ($231.0) ($37.4)
Operating loss (77.7) (37.4)
Net loss (83.3) (39.2)
Revenue from non-guarantors 123.5 593.8
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LIQUIDITY FACILITIES
See Note 8 — Debt for details on our liquidity facilities and other outstanding debt, including the financial covenants, associated with our Senior Notes due 2031 and our Second Amended and Restated Credit Agreement.
RESTRICTED CASH
See Note 24 — Restricted Cash for further information regarding cash held in escrow.
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PERFORMANCE AND LIQUIDITY INDICATORS
The discussion below is presented to enhance the reader’s understanding of our operating performance, liquidity, and ability to generate cash and satisfy rating agency and creditor requirements. This information includes two measures of financial results: Adjusted Earnings before Interest, Taxes, Depreciation, Depletion and Amortization (“Adjusted EBITDA”) and Cash Available for Distribution (“CAD”). These measures are not defined by Generally Accepted Accounting Principles (“GAAP”), and the discussion of Adjusted EBITDA and CAD is not intended to conflict with, change or serve as a substitute to any of the GAAP disclosures described above.
Management uses Adjusted EBITDA as a performance measure. Adjusted EBITDA is a non-GAAP measure that management uses to make strategic decisions about the business and that investors can use to evaluate the operational performance of the assets under management. It excludes specific items that management believes are not indicative of the Company’s ongoing operating results. We define Adjusted EBITDA as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and improved development, non-operating 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.
Management uses CAD as a liquidity measure. CAD is a non-GAAP measure of cash generated during a period that is available for common share dividends, distributions to Operating Partnership unitholders, common share repurchases, debt reduction, timberland acquisitions and real estate development investments. CAD is defined as cash provided by operating activities adjusted for capital spending (excluding timberland acquisitions and real estate development investments) and working capital and other balance sheet changes.
In compliance with SEC requirements for non-GAAP measures, we reduce CAD by mandatory debt repayments, resulting in a measure entitled “Adjusted CAD.” When mandatory debt repayments or other required cash settlements are incurred, CAD is reduced for such amounts. CAD and Adjusted CAD are not necessarily indicative of the CAD that may be generated in future periods.
We reconcile Adjusted EBITDA to Net Loss for the consolidated Company and to Operating Income (Loss) for the segments, as those are the most comparable GAAP measures for each. The following table provides a reconciliation of Net Loss to Adjusted EBITDA for the respective periods (in millions of dollars):
Three Months Ended
March 31,
2026 2025
Net Loss to Adjusted EBITDA Reconciliation
Net Loss ($12.5) ($3.1)
Interest, net and miscellaneous expense 7.1 3.5
Income tax (benefit) expense (a) (39.4) 0.3
Depreciation, depletion and amortization 56.2 23.5
Non-cash cost of land and improved development 12.0 2.4
Non-operating (income) expense (b) (0.9) 1.8
Costs related to the merger with PotlatchDeltic (c) 70.4 —
Inventory purchase price adjustment in cost of sales (d) 1.2 —
Restructuring charges (e) — 1.1
Income from operations of discontinued operations, net of tax (f) — (2.5)
Adjusted EBITDA $94.1 $27.1
(a) The three months ended March 31, 2026 includes a $40.3 million tax benefit from our valuation allowance release.
(b) The three months ended March 31, 2025 includes $1.7 million of net costs associated with legal settlements.
(c) 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.
(d) 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.
(e) Restructuring charges include severance costs related to workforce optimization initiatives.
(f) Income from operations of discontinued operations, net of tax includes income generated by the Company's New Zealand joint venture interest, which was classified as discontinued operations prior to its June 30, 2025 disposition.
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The following tables provide a reconciliation of Operating Income (Loss) by segment to Adjusted EBITDA by segment for the respective periods (in millions of dollars):
Three Months Ended Southern Timber Northwest Timber Wood Products Real Estate Corporate
and
Other Intersegment Eliminations Total
March 31, 2026
Operating income (loss) $12.4 ($0.4) ($1.0) $27.4 ($82.8) ($1.2) ($45.7)
Depreciation, depletion and amortization 33.1 9.0 6.7 6.9 0.6 — 56.2
Non-cash cost of land and improved development — — — 12.0 — — 12.0
Costs related to the merger with PotlatchDeltic (a) — — — — 70.4 — 70.4
Inventory purchase price adjustment in cost of sales (b) — — 1.2 — — — 1.2
Adjusted EBITDA $45.5 $8.6 $6.8 $46.2 ($11.8) ($1.2) $94.1
March 31, 2025
Operating income (loss) $10.1 $0.3 — ($1.0) ($9.3) — $0.1
Depreciation, depletion and amortization 16.9 5.6 — 0.6 0.4 — 23.5
Non-cash cost of land and improved development — — — 2.4 — — 2.4
Restructuring charges (c) — — — — 1.1 — 1.1
Adjusted EBITDA $27.0 $5.9 — $2.0 ($7.9) — $27.1
(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.
(b) 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.
(c) Restructuring charges include severance costs related to workforce optimization initiatives.
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The following table provides a reconciliation of Cash Provided by Operating Activities to Adjusted CAD (in millions of dollars):
Three Months Ended March 31,
2026 2025
Cash provided by operating activities $34.6 $27.7
Costs related to the merger with PotlatchDeltic (a) 70.4 —
Capital expenditures (b) (20.4) (12.0)
Working capital and other balance sheet changes 5.6 13.6
Cash provided by operating activities from discontinued operations — (9.0)
CAD $90.2 $20.3
Mandatory debt repayments (27.5) —
Adjusted CAD $62.7 $20.3
Cash used for investing activities ($53.1) ($21.4)
Cash used for financing activities ($142.8) ($116.5)
(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.
(b) Capital expenditures exclude real estate development investments.
The following table provides supplemental cash flow data (in millions of dollars):
Three Months Ended March 31,
2026 2025
Real Estate Development Investments ($4.5) ($4.1)
Distributions to noncontrolling interests in consolidated affiliates — (1.9)
79
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