What changed in this filing

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Item 1. Financial Statements

2026-08-07 compared with 2026-05-08 · 733 added, 392 removed, 1445 unchanged (44% of the section changed)

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

SALES ( NOTE 5 )

6 unchanged sentences

( 361,864 ) ( 91,993 ) ( 684,304 ) ( 174,855 )

OPERATING (LOSS) INCOME ( 45,653 ) 59

OPERATING INCOME (LOSS) 34,615 14,545 ( 11,038 ) 14,604

Interest expense, net ( 16,910 ) ( 6,542 ) ( 31,211 ) ( 12,936 )

Interest income 4,845 2,327 12,001 5,203

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 )

Other miscellaneous (expense) income, net ( 478 ) ( 561 ) 376 ( 2,404 )

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 22,072 9,769 ( 29,872 ) 4,467

Income tax (expense) benefit ( Note 22 )

( 2,829 ) — 36,601 ( 291 )

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

INCOME FROM CONTINUING OPERATIONS 19,243 9,769 6,729 4,176

DISCONTINUED OPERATIONS, NET ( NOTE 3 )

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

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.

(Loss) income from operations of discontinued operations, net of tax — ( 625 ) — 1,883

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

INCOME FROM DISCONTINUED OPERATIONS — 403,838 — 406,346

NET INCOME 19,243 413,607 6,729 410,522

Net income attributable to noncontrolling interests in the Operating Partnership ( 106 ) ( 5,476 ) ( 24 ) ( 5,430 )

Net loss attributable to noncontrolling interests in consolidated affiliates — 577 — 192

NET INCOME ATTRIBUTABLE TO RAYONIER INC.

19,137 408,708 6,705 405,284

3 unchanged sentences

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

( 2 ) ( 2 ) ( 3 ) ( 3 )

OTHER COMPREHENSIVE INCOME, RELATING TO DISCONTINUED OPERATIONS

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

— 16,842 — 20,475

Cash flow hedges, net of income tax effect of $ 0 , $ 2,866 , $ 0 and $ 3,531

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

— 7,368 — 9,080

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

— 29,068 — 29,068

Total other comprehensive income 10,232 47,308 12,487 43,893

COMPREHENSIVE INCOME 29,475 460,915 19,216 454,415

Comprehensive income attributable to noncontrolling interests in the Operating Partnership ( 163 ) ( 6,071 ) ( 96 ) ( 5,973 )

Comprehensive income attributable to noncontrolling interests in consolidated affiliates — ( 1,707 ) — ( 2,605 )

COMPREHENSIVE LOSS ATTRIBUTABLE TO RAYONIER INC.

COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.

$ 29,312 $ 453,137 $ 19,120 $ 445,837

(LOSS) EARNINGS PER COMMON SHARE ( NOTE 7 )

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

EARNINGS PER COMMON SHARE ( NOTE 7 )

BASIC EARNINGS PER SHARE ATTRIBUTABLE TO RAYONIER INC.

Continuing Operations $ 0.06 $ 0.06 $ 0.02 $ 0.03

Discontinued Operations — $ 2.57 — $ 2.59

Net Loss ($ 0.05 ) ($ 0.02 )

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

Net Income $ 0.06 $ 2.63 $ 0.02 $ 2.62

DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO RAYONIER INC.

Continuing Operations $ 0.06 $ 0.06 $ 0.02 $ 0.03

Discontinued Operations — $ 2.56 — $ 2.57

Net Loss ($ 0.05 ) ($ 0.02 )

Net Income $ 0.06 $ 2.63 $ 0.02 $ 2.60

See Notes to Consolidated Financial Statements.

3 unchanged sentences

(Dollars in thousands)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

CURRENT ASSETS

29 unchanged sentences

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

199,996 199,982

Accrued taxes 14,413 5,070

46 unchanged sentences

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

Cash flow hedges — — — 2,256 2,256

Cash flow hedges, net of tax — — — 2,256 2,256

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

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

Net income — — 19,243 — 19,243

Net income attributable to noncontrolling interests in the Operating Partnership — — ( 106 ) — ( 106 )

Dividends ($ 0.26 per share) (a)

— — ( 77,989 ) — ( 77,989 )

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

Issuance of common shares under incentive stock plans 490,627 — — — —

Stock-based incentive compensation — 5,853 — — 5,853

Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 107,583 ) ( 2,228 ) — — ( 2,228 )

Repurchase of common shares made under repurchase program ( 3,455,482 ) — ( 72,392 ) — ( 72,392 )

Adjustment of noncontrolling interests in the Operating Partnership — — 98 — 98

Conversion of units into common shares 4,293 87 — — 87

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

Cash flow hedges, net of tax — — — 10,234 10,234

Allocation of other comprehensive income to noncontrolling interests in the Operating Partnership — — — ( 2 ) ( 2 )

Balance, June 30, 2026 298,607,178 $ 5,150,249 $ 24,946 $ 36,957 $ 5,212,152

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

6 unchanged sentences

Earnings Accumulated

Comprehensive Loss Noncontrolling Interests in Consolidated Affiliates Shareholders’

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

Shares Amount

14 unchanged sentences

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

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

Cash flow hedges, net of tax — — — ( 7,441 ) 394 ( 7,047 )

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

1 unchanged sentence

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)

— — ( 42,387 ) — — ( 42,387 )

Issuance of common shares under incentive stock plans 315,017 — — — — —

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

Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 98,148 ) ( 2,640 ) — — — ( 2,640 )

Repurchase of common shares made under repurchase program ( 1,472,928 ) — ( 34,928 ) — — ( 34,928 )

Adjustment of noncontrolling interests in the Operating Partnership — — 9,514 — — 9,514

Conversion of units into common shares 9,519 218 — — — 218

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

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

Cash flow hedges, net of tax — — — ( 295 ) 1,695 1,400

Allocation of other comprehensive income to noncontrolling interests in the Operating Partnership — — — ( 7 ) — ( 7 )

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

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

7 unchanged sentences

(Dollars in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

OPERATING ACTIVITIES

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

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

Net income $ 6,729 $ 410,522

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

Depreciation, depletion and amortization from continuing operations 126,656 46,930

3 unchanged sentences

Deferred income taxes ( 37,112 ) ( 2,571 )

Timber write-offs resulting from casualty events 2,284 —

Interest received under swaps with other-than-insignificant financing element ( 10,361 ) —

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

Other 36,284 9,020

11 unchanged sentences

Interest received under swaps with other-than-insignificant financing element 10,361 —

Net proceeds on sale of discontinued operations (a) — 687,579

Net proceeds on sale of property, plant and equipment 37 4,146

Other ( 2,526 ) 4,241

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

CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES ( 69,258 ) 658,265

FINANCING ACTIVITIES

Repayment of debt ( 227,500 ) —

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

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

Dividends paid on common shares (b) ( 159,086 ) ( 153,267 )

Distributions to noncontrolling interests in the Operating Partnership (c) ( 873 ) ( 2,031 )

Equity issuance costs ( 866 ) —

13 unchanged sentences

Total Balance, end of period $ 422,265 $ 892,933

(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.

(a) The six months ended June 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 six months ended June 30, 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.

(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.

(c) The six months ended June 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.

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

3 unchanged sentences

(Dollars in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash (received) paid during the period:

Cash paid during the period:

Interest (a) $ 9,394 $ 9,296

5 unchanged sentences

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

(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 (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.

(a) Interest paid includes patronage refunds receive d of $ 15.4 million a n d $ 7.9 million for the six months ended June 30, 2026 and June 30, 2025, respectively.

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

Interest paid for the six months ended June 30, 2025 includes $ 1.5 million from discontinued operations.

(b) Income taxes paid for the six months ended June 30, 2025 includes $ 3.8 million from discontinued operations.

See Notes to Consolidated Financial Statements.

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

SALES ( NOTE 5 )

6 unchanged sentences

( 361,864 ) ( 91,993 ) ( 684,304 ) ( 174,855 )

OPERATING (LOSS) INCOME ( 45,653 ) 59

OPERATING INCOME (LOSS) 34,615 14,545 ( 11,038 ) 14,604

Interest expense, net ( 16,910 ) ( 6,542 ) ( 31,211 ) ( 12,936 )

Interest income 4,845 2,327 12,001 5,203

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 )

Other miscellaneous (expense) income, net ( 478 ) ( 561 ) 376 ( 2,404 )

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 22,072 9,769 ( 29,872 ) 4,467

Income tax (expense) benefit ( Note 22 )

( 2,829 ) — 36,601 ( 291 )

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

INCOME FROM CONTINUING OPERATIONS 19,243 9,769 6,729 4,176

DISCONTINUED OPERATIONS, NET ( NOTE 3 )

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

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

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

NET LOSS ATTRIBUTABLE TO RAYONIER, L.P.

(Loss) income from operations of discontinued operations, net of tax — ( 625 ) — 1,883

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

INCOME FROM DISCONTINUED OPERATIONS — 403,838 — 406,346

NET INCOME 19,243 413,607 6,729 410,522

Net loss attributable to noncontrolling interests in consolidated affiliates — 577 — 192

NET INCOME ATTRIBUTABLE TO RAYONIER, L.P.

UNITHOLDERS 19,243 414,184 6,729 410,714

NET LOSS ATTRIBUTABLE TO UNITHOLDERS ATTRIBUTABLE TO:

NET INCOME ATTRIBUTABLE TO UNITHOLDERS ATTRIBUTABLE TO:

Limited Partners 19,051 410,042 6,662 406,607

General Partners ( 126 ) ( 35 )

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

General Partner 192 4,142 67 4,107

Net income attributable to unitholders 19,243 414,184 6,729 410,714

OTHER COMPREHENSIVE INCOME (LOSS), RELATING TO CONTINUING OPERATIONS

2 unchanged sentences

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

( 2 ) ( 2 ) ( 3 ) ( 3 )

OTHER COMPREHENSIVE INCOME, RELATING TO DISCONTINUED OPERATIONS

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

— 16,842 — 20,475

Cash flow hedges, net of income tax effect of $ 0 , $ 2,866 , $ 0 and $ 3,531

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

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

— 7,368 — 9,080

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

— 29,068 — 29,068

Total other comprehensive income 10,232 47,308 12,487 43,893

COMPREHENSIVE INCOME 29,475 460,915 19,216 454,415

Comprehensive income attributable to noncontrolling interests in consolidated affiliates — ( 1,707 ) — ( 2,605 )

COMPREHENSIVE LOSS ATTRIBUTABLE TO RAYONIER, L.P.

COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER, L.P.

UNITHOLDERS $ 29,475 $ 459,208 $ 19,216 $ 451,810

(LOSS) EARNINGS PER UNIT ( NOTE 7 )

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

EARNINGS PER UNIT ( NOTE 7 )

BASIC EARNINGS PER UNIT ATTRIBUTABLE TO RAYONIER, L.P.

Continuing Operations $ 0.06 $ 0.06 $ 0.02 $ 0.03

Discontinued Operations — $ 2.57 — $ 2.59

Net Loss ($ 0.05 ) ($ 0.02 )

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

Net Income $ 0.06 $ 2.63 $ 0.02 $ 2.62

DILUTED EARNINGS PER UNIT ATTRIBUTABLE TO RAYONIER, L.P.

Continuing Operations $ 0.06 $ 0.06 $ 0.02 $ 0.03

Discontinued Operations — $ 2.56 — $ 2.57

Net Loss ($ 0.05 ) ($ 0.02 )

Net Income $ 0.06 $ 2.63 $ 0.02 $ 2.60

See Notes to Consolidated Financial Statements.

3 unchanged sentences

(Dollars in thousands)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

CURRENT ASSETS

29 unchanged sentences

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

199,996 199,982

Accrued taxes 14,413 5,070

26 unchanged sentences

Comprehensive Income Total Capital

General Partners’ Capital Limited Partners’ Capital

General Partner’s Capital Limited Partners’ Capital

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

11 unchanged sentences

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

Cash flow hedges — — 2,256 2,256

Cash flow hedges, net of tax — — 2,256 2,256

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

Net income 192 19,051 — 19,243

Distributions on units ($ 0.26 per unit)

( 784 ) ( 77,641 ) — ( 78,425 )

Stock-based incentive compensation 59 5,794 — 5,853

Repurchase of units to pay withholding taxes on vested incentive stock awards ( 23 ) ( 2,205 ) — ( 2,228 )

Repurchase of units made under repurchase program ( 724 ) ( 71,668 ) — ( 72,392 )

Adjustment of Redeemable Operating Partnership Units 4 422 — 426

Conversion of units into common shares 1 86 — 87

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

Cash flow hedges, net of tax — — 10,234 10,234

Balance, June 30, 2026 $ 51,733 $ 5,121,574 $ 38,845 $ 5,212,152

RAYONIER, L.P.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (CONTINUED)

(Dollars in thousands, except per unit data)

Units Accumulated

Comprehensive Loss Noncontrolling Interests in Consolidated Affiliates Total Capital

General Partners’ Capital Limited Partners’ Capital

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

General Partner’s Capital Limited Partners’ Capital

Balance, January 1, 2025 $ 17,772 $ 1,759,405 ($ 7,865 ) $ 11,221 $ 1,780,533

11 unchanged sentences

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

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

Cash flow hedges, net of tax — — ( 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

Distributions on units ($ 0.2725 per unit)

( 430 ) ( 42,525 ) — — ( 42,955 )

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, net of tax — — ( 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

(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.

5 unchanged sentences

(Dollars in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

OPERATING ACTIVITIES

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

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

Net income $ 6,729 $ 410,522

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

Depreciation, depletion and amortization from continuing operations 126,656 46,930

3 unchanged sentences

Deferred income taxes ( 37,112 ) ( 2,571 )

Timber write-offs resulting from casualty events 2,284 —

Interest received under swaps with other-than-insignificant financing element ( 10,361 ) —

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

Other 36,284 9,020

11 unchanged sentences

Interest received under swaps with other-than-insignificant financing element 10,361 —

Net proceeds on sale of discontinued operations (a) — 687,579

Net proceeds on sale of property, plant and equipment 37 4,146

Other ( 2,526 ) 4,241

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

CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES ( 69,258 ) 658,265

FINANCING ACTIVITIES

Repayment of debt ( 227,500 ) —

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

Distributions on units (b) ( 159,959 ) ( 155,298 )

Equity issuance costs ( 866 ) —

13 unchanged sentences

Total Balance, end of period $ 422,265 $ 892,933

(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.

(b) The six months ended June 30, 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.

3 unchanged sentences

(Dollars in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash (received) paid during the period:

Cash paid during the period:

Interest (a) $ 9,394 $ 9,296

4 unchanged sentences

Issuance of units from special distribution — 203,135

(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 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.

(a) Interest paid includes patronage refunds received of $ 15.4 million and $ 7.9 million for the six months ended June 30, 2026 and June 30, 2025, respectively.

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

Interest paid for the six months ended June 30, 2025 includes $ 1.5 million from discontinued operations.

(b) Income taxes paid for the six months ended June 30, 2025 includes $ 3.8 million from discontinued operations.

See Notes to Consolidated Financial Statements.

14 unchanged sentences

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 of June 30, 2026, the Company owned a 99.5 % interest in the Operating Partnership, with the remaining 0.5 % interest owned by the limited partners of the Operating Partnership.

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

11 unchanged sentences

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.

2 unchanged sentences

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.

The estimates and assumptions underlying the Company's condensed consolidated financial statements as of and for the three and six months ended June 30, 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.

12 unchanged sentences

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

43 unchanged sentences

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 .

In August 2026, we completed two strategic timberland transactions with Resource Management Service, LLC (RMS), structured as a tax-efficient, like-kind exchange to optimize our timberland portfolio.

Pursuant to these agreements:

• Timberland Disposition:

We completed the sale of approximately 36,000 acres of timberlands located in southwest Washington for aggregate gross proceeds of $ 145.0 million.

As of June 30, 2026, this property met all of the criteria in ASC 360-10-45-9 and was classified as held for sale.

See Note 25 — Assets Held for Sale for additional information.

• Timberland Acquisition:

Concurrently, we acquired approximately 57,000 acres of highly productive timberlands located in Alabama and Texas for an aggregate purchase price of $ 146.0 million.

The final consideration for each transaction is subject to customary closing costs, adjustments and prorations.

The sale will be recognized within the Real Estate segment as a Large Disposition, while the acquired Alabama and Texas acreage will be integrated into the Southern Timber segment.

RAYONIER INC.

5 unchanged sentences

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.

On January 30, 2026, the Company acquired 100 % 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.

21 unchanged sentences

Total Consideration $ 3,275,674

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

(a) The exchange ratio 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.

9 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

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

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 six months ended June 30, 2026:

June 30, 2026

Cash consideration transferred $ 47,254

1 unchanged sentence

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.

We recognized approximately $ 70.4 million and $ 10.4 million of merger-related costs during the first and second quarters of 2026, respectively.

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

6 unchanged sentences

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.

Our consolidated financial statements as of and for the six months ended June 30, 2026 include results of operations for PotlatchDeltic from January 31, 2026 through June 30, 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.

40 unchanged sentences

Long-term debt 1,009,500

Pension and other post-retirement benefits 63,888

Pension and other postretirement benefits 63,888

Deferred income tax liabilities 75,668

17 unchanged sentences

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

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

Three Months Ended

June 30, 2026 Six Months Ended

June 30, 2026

Revenue $ 294,973 $ 453,567

Net loss ($ 6,440 )

Net income $ 13,448 $ 7,008

UNAUDITED PRO FORMA FINANCIAL INFORMATION

1 unchanged sentence

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,

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Revenue $ 396,479 $ 381,523 $ 746,635 $ 732,704

Income (loss) from continuing operations 29,406 ( 9,030 ) 77,296 ( 99,472 )

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

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

Income from discontinued operations, net of tax — 403,838 — 406,346

Net income 29,406 394,808 77,296 306,874

Rayonier Inc.

Net income (loss) attributable to Rayonier Inc.

Net income attributable to Rayonier Inc.

$ 29,244 $ 392,626 $ 76,869 $ 304,923

1 unchanged sentence

Diluted earnings (loss) per share - continuing operations $ 0.10 ($ 0.03 ) $ 0.27 ($ 0.33 )

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.

Basic earnings per share - discontinued operations — $ 1.35 — $ 1.36

Diluted earnings per share - discontinued operations — $ 1.35 — $ 1.36

Basic earnings per share attributable to Rayonier Inc.

$ 0.10 $ 1.32 $ 0.28 $ 1.03

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

Diluted earnings per share attributable to Rayonier Inc.

$ 0.10 $ 1.32 $ 0.27 $ 1.03

Rayonier L.P.

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

Net income attributable to Rayonier, L.P.

$ 29,406 $ 395,386 $ 77,296 $ 307,066

1 unchanged sentence

Diluted earnings (loss) per share - continuing operations $ 0.10 ($ 0.03 ) $ 0.27 ($ 0.33 )

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.

Basic earnings per share - discontinued operations — $ 1.35 — $ 1.36

Diluted earnings per share - discontinued operations — $ 1.35 — $ 1.36

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

$ 0.10 $ 1.32 $ 0.28 $ 1.03

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

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

$ 0.10 $ 1.32 $ 0.27 $ 1.03

8 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

• 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;

• Elimination of nonrecurring merger-related and integration costs from the 2026 periods and their allocation to the comparative 2025 pro forma periods, as summarized below:

Three Months Ended June 30, Six Months Ended June 30,

Rayonier incurred costs $ 10,351 $ 80,754

PotlatchDeltic pre-acquisition costs — 34,858

Total Pro forma cost shift $ 10,351 $ 115,612

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

12 unchanged sentences

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.

There was no activity related to the discontinued operations during the three and six months ended June 30, 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):

The following table summarizes the results of our New Zealand operations for the three and six months ended June 30, 2026 and 2025, as presented in “Income from discontinued operations” in the Consolidated Statements of Income and Comprehensive Income (Loss):

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Sales — $ 52,572 — $ 109,332

2 unchanged sentences

Other operating expense, net (a) — ( 1,778 ) — ( 3,400 )

Operating income from discontinued operations — 4,549

— ( 53,239 ) — ( 105,450 )

Operating (loss) income from discontinued operations — ( 667 ) — 3,882

Interest expense, net — ( 780 ) — ( 1,508 )

Interest income — 104 — 202

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

Income tax expense — ( 1,412 )

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

(Loss) income from operations of discontinued operations before income taxes — ( 1,343 ) — 2,576

Income tax benefit (expense) — 718 — ( 693 )

(Loss) income from operations of discontinued operations, net of tax — ( 625 ) — 1,883

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

Income from discontinued operations — 403,838 — 406,346

Net income from discontinued operations attributable to noncontrolling interests in the Operating Partnership — ( 5,347 ) — ( 5,375 )

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

Net loss from discontinued operations attributable to noncontrolling interests in consolidated affiliates — 577 — 192

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:

— $ 399,068 — $ 401,163

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

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

The following table summarizes the depreciation, depletion and amortization and capital expenditures of our New Zealand operations for the three and six months ended June 30, 2026 and 2025:

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Depreciation, depletion and amortization — $ 4,747 — $ 9,081

7 unchanged sentences

SEGMENT AND GEOGRAPHICAL INFORMATION

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

As of June 30, 2026, Rayonier operated in four reportable segments:

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

8 unchanged sentences

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.

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, timber write-offs resulting from casualty events, an inventory purchase price adjustment in cost of sales, income (loss) from operations of discontinued operations, gain on sale of discontinued operations, restructuring charges and Large Dispositions.

We believe that Operating income (loss), 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.

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

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

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

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

The following tables summarize the segment information for the three and six months ended June 30, 2026 and 2025:

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

March 31, 2026

June 30, 2026

Sales from external customers $ 96,921 $ 49,734 $ 196,160 $ 53,664 $ 396,479

9 unchanged sentences

Other costs and expenses (b) ( 14,872 ) ( 9,178 ) ( 3,172 ) ( 15,414 ) ( 42,636 )

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

Reportable segment operating income $ 8,114 $ 12,595 $ 15,148 $ 28,253 $ 64,110

Depreciation, depletion and amortization 42,173 13,750 9,900 3,949 69,772

Non-cash cost of land and improved development — — — 6,048 6,048

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

Timber write-offs resulting from casualty events (c) 2,284 — — — 2,284

Reportable segment adjusted EBITDA $ 52,571 $ 26,345 $ 25,048 $ 38,250 $ 142,214

Reconciliation of reportable segment results to consolidated loss before taxes

Reconciliation of reportable segment results to consolidated income before taxes

All other EBITDA (d) ($ 17,688 )

3 unchanged sentences

Non-cash cost of land and improved development ( 6,048 )

Non-operating income 854

Non-operating expense ( 478 )

Costs related to the merger with PotlatchDeltic (f) ( 10,351 )

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 )

Timber write-offs resulting from casualty events (c) ( 2,284 )

Income from Continuing Operations Before Income Taxes $ 22,072

Income tax expense ( 2,829 )

Net Income $ 19,243

(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.”

(c) Timber write-offs resulting from casualty events includes the write-off of merchantable and pre-merchantable timber volume damaged by casualty events that cannot be salvaged.

Timber write-offs resulting from casualty events are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Cost of Sales.”

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

2 unchanged sentences

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.

5 unchanged sentences

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

March 31, 2025

June 30, 2025

Sales $ 53,324 $ 23,782 — $ 29,432 $ 106,538

4 unchanged sentences

Other costs and expenses (a) ( 11,739 ) ( 7,096 ) — ( 10,869 ) ( 29,704 )

Reportable segment operating income (loss) $ 10,150 $ 294 — ($ 950 ) $ 9,494

Reportable segment operating income $ 12,595 $ 1,494 — $ 9,779 $ 23,868

Depreciation, depletion and amortization 15,788 5,351 — 1,882 23,021

1 unchanged sentence

Reportable segment adjusted EBITDA $ 28,383 $ 6,845 — $ 18,563 $ 53,791

Reconciliation of reportable segment results to consolidated income before taxes

All other EBITDA (b) ($ 8,907 )

Interest, net and miscellaneous expense ( 4,215 )

Depreciation, depletion and amortization ( 23,437 )

Non-cash cost of land and improved development ( 6,902 )

Non-operating expense ( 561 )

Income from Continuing Operations $ 9,769

Loss from operations of discontinued operations, net of tax ( 625 )

Gain on sale of discontinued operations 404,463

Net Income (c) $ 413,607

(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 corporate and other expenses.

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

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

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

June 30, 2026

Sales from external customers $ 177,973 $ 77,202 $ 304,644 $ 113,447 $ 673,266

Intersegment revenue (a) 18,312 20,853 — — 39,165

Total sales $ 196,285 $ 98,055 $ 304,644 $ 113,447 $ 712,431

Costs and Expenses

Freight, logging and hauling ( 72,764 ) ( 46,593 ) ( 40,285 ) — ( 159,642 )

Fiber costs — — ( 129,650 ) — ( 129,650 )

Manufacturing costs — — ( 104,700 ) — ( 104,700 )

Finished goods inventory change — — 5,746 — 5,746

Depreciation, depletion and amortization ( 75,286 ) ( 22,781 ) ( 16,566 ) ( 10,813 ) ( 125,446 )

Non-cash cost of land and improved development — — — ( 18,033 ) ( 18,033 )

Other costs and expenses (b) ( 27,727 ) ( 16,535 ) ( 5,064 ) ( 28,976 ) ( 78,302 )

Reportable segment operating income $ 20,508 $ 12,146 $ 14,125 $ 55,625 $ 102,404

Depreciation, depletion and amortization 75,286 22,781 16,566 10,813 125,446

Non-cash cost of land and improved development — — — 18,033 18,033

Timber write-offs resulting from casualty events (c) 2,284 — — — 2,284

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

Reportable segment adjusted EBITDA $ 98,078 $ 34,927 $ 31,844 $ 84,471 $ 249,320

Reconciliation of reportable segment results to consolidated loss before taxes

All other EBITDA (e) ($ 29,459 )

Intersegment eliminations (f) ( 2,019 )

Interest, net and miscellaneous expense ( 19,210 )

Depreciation, depletion and amortization ( 126,656 )

Non-cash cost of land and improved development ( 18,033 )

Non-operating income 376

Costs related to the merger with PotlatchDeltic (g) ( 80,754 )

Timber write-offs resulting from casualty events (c) ( 2,284 )

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

Loss from Continuing Operations Before Income Taxes ($ 29,872 )

Income tax benefit (h) 36,601

Net Income $ 6,729

(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) Timber write-offs resulting from casualty events includes the write-off of merchantable and pre-merchantable timber volume damaged by casualty events that cannot be salvaged.

Timber write-offs resulting from casualty events are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Cost of Sales.”

(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.

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

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

(f) 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.

(g) 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.”

(h) Includes a $ 40.3 million tax benefit from the release of a valuation allowance.

See Note 22 — Income Taxes for additional information.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

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

June 30, 2025

Sales $ 104,268 $ 45,592 — $ 39,599 $ 189,459

Costs and Expenses

Freight, logging and hauling ( 25,723 ) ( 19,199 ) — — ( 44,922 )

Depreciation, depletion and amortization ( 32,688 ) ( 10,957 ) — ( 2,445 ) ( 46,090 )

Non-cash cost of land and improved development — — — ( 9,302 ) ( 9,302 )

Other costs and expenses (a) ( 23,112 ) ( 13,649 ) — ( 19,023 ) ( 55,784 )

Reportable segment operating income $ 22,745 $ 1,787 — $ 8,829 $ 33,361

Depreciation, depletion and amortization 32,688 10,957 — 2,445 46,090

Non-cash cost of land and improved development — — — 9,302 9,302

Reportable segment adjusted EBITDA $ 55,433 $ 12,744 — $ 20,576 $ 88,753

Reconciliation of reportable segment results to consolidated income before taxes

All other EBITDA (b) ($ 16,807 )

4 unchanged sentences

Restructuring charges (d) ( 1,110 )

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

Income from Continuing Operations Before Income Taxes $ 4,467

Income tax expense ( 291 )

Loss from Continuing Operations ($ 5,592 )

Income from Continuing Operations $ 4,176

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

Net Loss ($ 3,085 )

Gain on sale of discontinued operations 404,463

Net Income $ 410,522

(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.

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

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

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

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Capital Expenditures (a)

3 unchanged sentences

Real Estate 28 36 41 79

Corporate and other 261 — 261 —

Total Capital Expenditures $ 22,357 $ 10,403 $ 42,789 $ 22,427

(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.

Real Estate Development Investments (b) $ 5,031 $ 4,089 $ 9,572 $ 8,176

Total Gross Capital Expenditures $ 27,388 $ 14,492 $ 52,361 $ 30,603

(a) Excludes 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.

RAYONIER INC.

6 unchanged sentences

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.

Unsatisfied performance obligations as of June 30, 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 has not transferred, member related activities at an owned country club and certain post-close obligations for real estate sales.

Of these performance obligations, $ 48.5 million is expected to be recognized within the next twelve months , with the remaining $ 13.2 million expected to be recognized thereafter as we satisfy our performance obligations.

5 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 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.

The following table summarizes revenue recognized during the three and six months ended June 30, 2026 and 2025 that was included in the contract liability balance at the beginning of each year:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenue recognized from contract liability balance at the beginning

of the year (a) $ 4,980 $ 6,759 $ 13,076 $ 15,849

(a) Revenue recognized during the three and six months ended June 30, 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 months ended March 31, 2026 and 2025:

The following tables present our revenue from contracts with customers disaggregated by product type for the three and six months ended June 30, 2026 and 2025:

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

March 31, 2026

June 30, 2026

Pulpwood $ 30,017 $ 1,949 — — — $ 31,966

18 unchanged sentences

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

March 31, 2025

June 30, 2025

Pulpwood $ 19,436 $ 1,259 — — — $ 20,695

8 unchanged sentences

Improved Development — — — 8,484 — 8,484

Unimproved Development — — — 3,000 — 3,000

Rural — — — 15,729 — 15,729

13 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

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

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

June 30, 2026

Pulpwood $ 53,236 $ 3,704 — — — $ 56,940

Sawtimber 90,550 70,261 — — — 160,811

Hardwood 3,795 — — — — 3,795

Total Timber Sales 147,581 73,965 — — — 221,546

License Revenue, Primarily from Hunting 16,522 727 — — — 17,249

Land-Based Solutions (a) 7,653 3 — — — 7,656

Other Non-Timber Revenue 6,217 2,507 — — — 8,724

Total Non-Timber Sales 30,392 3,237 — — — 33,629

Lumber — — 245,825 — — 245,825

Plywood/Residual/Other — — 58,819 — — 58,819

Total Wood Products Sales — — 304,644 — — 304,644

Improved Development — — — 13,027 — 13,027

Rural — — — 90,167 — 90,167

Deferred Revenue/Other (b) — — — 9,626 — 9,626

Total Real Estate Sales — — — 112,820 — 112,820

Revenue from Contracts with Customers 177,973 77,202 304,644 112,820 — 672,639

Lease Revenue — — — 627 — 627

Intersegment (c) 18,312 20,853 — — ( 39,165 ) —

Total Revenue $ 196,285 $ 98,055 $ 304,644 $ 113,447 ($ 39,165 ) $ 673,266

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

June 30, 2025

Pulpwood $ 39,234 $ 2,524 — — — $ 41,758

Sawtimber 43,970 39,009 — — — 82,979

Hardwood 2,451 — — — — 2,451

Total Timber Sales 85,655 41,533 — — — 127,188

Trading — 1,805 — — — 1,805

License Revenue, Primarily from Hunting 10,566 195 — — — 10,761

Land-Based Solutions (a) 5,535 61 — — — 5,596

Other Non-Timber Revenue 2,512 1,998 — — — 4,510

Total Non-Timber Sales 18,613 4,059 — — — 22,672

Improved Development — — — 11,778 — 11,778

Unimproved Development — — — 3,000 — 3,000

Rural — — — 21,003 — 21,003

Deferred Revenue/Other (b) — — — 3,165 — 3,165

Total Real Estate Sales — — — 38,946 — 38,946

Revenue from Contracts with Customers 104,268 45,592 — 38,946 — 188,806

Lease Revenue — — — 653 — 653

Total Revenue $ 104,268 $ 45,592 — $ 39,599 — $ 189,459

(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, as well as revenue from our country club operations.

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 six months ended June 30, 2026 and 2025:

Three Months Ended Southern Timber Northwest Timber Total

March 31, 2026

June 30, 2026

Stumpage Pay-as-Cut $ 23,860 — $ 23,860

4 unchanged sentences

Total Timber Sales $ 80,352 $ 47,871 $ 128,223

March 31, 2025

June 30, 2025

Stumpage Pay-as-Cut $ 19,132 — $ 19,132

Stumpage Lump Sum — 561 561

Total Stumpage 19,132 561 19,693

Delivered Wood (Domestic) 24,631 20,601 45,232

Total Delivered 24,631 20,601 45,232

Total Timber Sales $ 43,763 $ 21,162 $ 64,925

Six Months Ended Southern Timber Northwest Timber Total

June 30, 2026

Stumpage Pay-as-Cut $ 46,672 — $ 46,672

Stumpage Lump Sum 2,689 2,286 4,975

Total Stumpage 49,361 2,286 51,647

Delivered Wood (Domestic) 98,220 71,679 169,899

Total Delivered 98,220 71,679 169,899

Total Timber Sales $ 147,581 $ 73,965 $ 221,546

June 30, 2025

Stumpage Pay-as-Cut $ 37,113 — $ 37,113

Stumpage Lump Sum

426 1,711 2,137

17 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 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).

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 loss 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 income (loss) 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.

1 unchanged sentence

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.

Net income attributable to these noncontrolling interests is calculated based on the weighted average OP Units outstanding during the period as a percentage of the total weighted average units outstanding to the Operating Partnership’s net income for the period.

These OP Units are classified as temporary equity in the Consolidated Balance Sheets because they are redeemable at the option of the unitholder.

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Beginning noncontrolling interests in the Operating Partnership

1 unchanged sentence

Adjustment of noncontrolling interests in the Operating Partnership

( 98 ) ( 9,514 ) ( 99 ) ( 2,492 )

Conversions of OP Units to common shares

( 87 ) ( 218 ) ( 100 ) ( 246 )

Net loss attributable to noncontrolling interests in the Operating Partnership

Redemption of OP Units (a) ( 904 ) — ( 904 ) —

Net income attributable to noncontrolling interests in the Operating Partnership

106 5,476 24 5,430

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

2 7 16 ( 46 )

Distributions to noncontrolling interests in the Operating Partnership

2 unchanged sentences

$ 38,527 $ 53,353 $ 38,527 $ 53,353

(a) During the second quarter, limited partners tendered 43,811 units for redemption, for which the Company elected cash settlement in an aggregate amount of approximately $ 0.9 million.

These redemptions will settle on the applicable Specified Redemption Dates during the third quarter of 2026.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

(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.

EARNINGS PER SHARE AND PER UNIT

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

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

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Basic earnings per common share

Net income from continuing operations $ 19,243 $ 9,769 $ 6,729 $ 4,176

Net income from continuing operations attributable to NCI in the Operating Partnership ( 106 ) ( 129 ) ( 24 ) ( 55 )

Net income from continuing operations attributable to Rayonier Inc.

$ 19,137 $ 9,640 $ 6,705 $ 4,121

Net income from discontinued operations — $ 403,838 — $ 406,346

Net income from discontinued operations attributable to NCI in the Operating Partnership — ( 5,347 ) — ( 5,375 )

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

Net loss from discontinued operations attributable to NCI in consolidated affiliates — 577 — 192

Net income from discontinued operations 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.

— $ 399,068 — $ 401,163

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.:

Net income $ 19,243 $ 413,607 $ 6,729 $ 410,522

Net income attributable to NCI in the Operating Partnership ( 106 ) ( 5,476 ) ( 24 ) ( 5,430 )

Net loss attributable to NCI in consolidated affiliates — 577 — 192

Net income attributable to Rayonier Inc.

$ 19,137 $ 408,708 $ 6,705 $ 405,284

Denominator for basic earnings per common share - weighted average shares 300,735,729 155,536,320 278,468,765 154,612,221

Basic earnings per common share attributable to Rayonier Inc.:

Continuing operations $ 0.06 $ 0.06 $ 0.02 $ 0.03

Discontinued operations — $ 2.57 — $ 2.59

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

Basic earnings per common share $ 0.06 $ 2.63 $ 0.02 $ 2.62

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

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 )

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

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Diluted earnings per common share

Net income from continuing operations attributable to Rayonier Inc., before net income attributable to NCI in the Operating Partnership $ 19,243 $ 9,769 $ 6,729 $ 4,176

Net income from discontinued operations — $ 403,838 — $ 406,346

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 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.:

Net loss from discontinued operations attributable to NCI in consolidated affiliates — 577 — 192

Net income from discontinued operations attributable to Rayonier Inc., before net income attributable to NCI in the Operating Partnership — $ 404,415 — $ 406,538

Net income $ 19,243 $ 413,607 $ 6,729 $ 410,522

Net loss attributable to NCI in consolidated affiliates — 577 — 192

Net income attributable to Rayonier Inc., before net income attributable to NCI in the Operating Partnership $ 19,243 $ 414,184 $ 6,729 $ 410,714

Denominator for basic earnings per common share - weighted average shares 300,735,729 155,536,320 278,468,765 154,612,221

Dilutive effect of:

Performance shares and restricted stock units 523,824 107,773 505,692 191,547

Noncontrolling interests in Operating Partnership units 1,665,351 2,083,823 1,673,901 2,068,864

Contingently issuable shares and units from special dividend — — — 1,269,964

Denominator for diluted earnings per common share - adjusted weighted average shares 302,924,904 157,727,916 280,648,358 158,142,596

Diluted earnings per common share attributable to Rayonier Inc.:

Continuing operations $ 0.06 $ 0.06 $ 0.02 $ 0.03

Discontinued operations — $ 2.56 — $ 2.57

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.

Diluted earnings per common share $ 0.06 $ 2.63 $ 0.02 $ 2.60

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

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

Performance shares and restricted stock units 350,256 319,021 409,490 227,897

Total 350,256 319,021 409,490 227,897

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

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

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

by the weighted average number of units outstanding.

1 unchanged sentence

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 )

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

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Basic earnings per unit

Net income from continuing operations available to unitholders $ 19,243 $ 9,769 $ 6,729 $ 4,176

Net income from discontinued operations — $ 403,838 — $ 406,346

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

Net loss from discontinued operations attributable to NCI in consolidated affiliates — 577 — 192

Net income from discontinued operations available to unitholders — $ 404,415 — $ 406,538

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.:

Net income $ 19,243 $ 413,607 $ 6,729 $ 410,522

Net loss attributable to NCI in consolidated affiliates — 577 — 192

Net income available to unitholders $ 19,243 $ 414,184 $ 6,729 $ 410,714

Denominator for basic earnings per unit - weighted average units 302,401,080 157,620,143 280,142,666 156,681,085

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

Continuing operations $ 0.06 $ 0.06 $ 0.02 $ 0.03

Discontinued operations — $ 2.57 — $ 2.59

Basic loss per unit ($ 0.05 ) ($ 0.02 )

Basic earnings per unit $ 0.06 $ 2.63 $ 0.02 $ 2.62

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

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 )

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

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Diluted earnings per unit

Net income from continuing operations available to unitholders $ 19,243 $ 9,769 $ 6,729 $ 4,176

Net income from discontinued operations — $ 403,838 — $ 406,346

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

Net loss from discontinued operations attributable to NCI in consolidated affiliates — 577 — 192

Net income from discontinued operations available to unitholders — $ 404,415 — $ 406,538

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

Net income $ 19,243 $ 413,607 $ 6,729 $ 410,522

Net income attributable to NCI in consolidated affiliates — 577 — 192

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.:

Net income available to unitholders $ 19,243 $ 414,184 $ 6,729 $ 410,714

Denominator for basic earnings per unit - weighted average units 302,401,080 157,620,143 280,142,666 156,681,085

Dilutive effect of unit equivalents:

Performance shares and restricted stock units 523,824 107,773 505,692 191,547

Contingently issuable shares and units from special dividend — — — 1,269,964

Denominator for diluted earnings per unit - adjusted weighted average units 302,924,904 157,727,916 280,648,358 158,142,596

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

Continuing operations $ 0.06 $ 0.06 $ 0.02 $ 0.03

Discontinued operations — $ 2.56 — $ 2.57

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.

Diluted earnings per unit $ 0.06 $ 2.63 $ 0.02 $ 2.60

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Anti-dilutive unit equivalents excluded from the computations of diluted earnings per unit:

Performance shares and restricted stock units 350,256 319,021 409,490 227,897

Total 350,256 319,021 409,490 227,897

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

Our debt consisted of the following at March 31, 2026:

March 31, 2026

Our debt consisted of the following at June 30, 2026:

June 30, 2026

Legacy Rayonier Debt

Senior Notes due 2031 at a fixed interest rate of 2.75 %

1 unchanged sentence

2021 Incremental Term Loan due 2029 at a variable interest rate of 5.54 %

2021 Incremental Term Loan due 2029 at a variable interest rate of 5.57 %

Debt assumed in the PotlatchDeltic merger (January 30, 2026)

14 unchanged sentences

Total principal debt 1,859,500

Current maturities of long-term debt, net of deferred financing costs of $ 4

Unamortized discounts ( 1,898 )

2 unchanged sentences

Principal payments due during the next five years and thereafter are as follows:

2026 $ 200,000

Thereafter 846,000

1 unchanged sentence

2026 DEBT ACTIVITY

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.

During the six months ended June 30, 2026, we made no borrowings on our Revolving Credit Facility.

At June 30, 2026, we had available capacity of $ 199.0 million under the Revolving Credit Facility, net of $ 1.0 million reserved to secure outstanding letters of credit.

RAYONIER INC.

8 unchanged sentences

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.

These loans bear interest at 1-Month Term SOFR or Daily Simple SOFR plus margins of 1.69 % 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:

Effective fixed rates below reflect the contractual rate, interest rate swaps, and estimated patronage payments on variable-rate debt outstanding as of June 30, 2026:

Debt Periodic Interest Rate Effective Fixed Interest Rate (a)

Pre-existing Debt

Legacy Rayonier Debt

2015 Term Loan Daily Simple SOFR + 1.60 %

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 M (b) 1-Month Term SOFR + 1.70 %

Term Loan Q 1-Month Term SOFR + 2.00 %

2 unchanged sentences

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 K (b) 1-Month Term SOFR + 2.04 %

Term Loan O (b) 1-Month Term SOFR + 2.28 %

Term Loan N (b) 1-Month Term SOFR + 1.69 %

Term Loan P 1-Month Term SOFR + 2.20 %

Term Loan S (b) 1-Month Term SOFR + 2.30 %

2 unchanged sentences

Term Loan V (b) Daily Simple SOFR + 2.25 %

Term Loan L (b) Adj.

1-Month Term SOFR + 1.94 %

Term Loan L (b) 1-Month Term SOFR + 2.04 %

(a) Effective interest rate is after consideration of interest rate swaps and estimated patronage.

13 unchanged sentences

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:

The most significant financial covenants, which are calculated on a trailing 12-month basis as of June 30, 2026, are summarized below:

Covenant Requirement Actual Ratio Favorable

2 unchanged sentences

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.

At June 30, 2026, we were in compliance with all applicable covenants under our debt agreements.

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

3 unchanged sentences

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.

As of June 30, 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.

One swap with a notional amount of $ 27.5 million matured on February 1, 2026.

During the three months ended June 30, 2026, there was no additional swap activity, leaving 17 swaps with an aggregate notional amount of $ 1,009.5 million outstanding as of June 30, 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.

All re-designated hedging relationships were determined to be highly effective as of June 30, 2026.

OTHER DESIGNATED SWAP ACTIVITY

Separately, during the three months ended June 30, 2026, two legacy Rayonier interest rate swaps with an aggregate notional amount of $ 200.0 million matured.

These swaps were originally entered into to hedge variable-rate interest payments on the 2016 Incremental Term Loan, which was repaid in full at its maturity on April 28, 2026.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

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.

As of June 30, 2026, all outstanding derivative instruments qualify for hedge accounting.

INTEREST RATE SWAPS

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:

The hedged forecasted transactions are the monthly variable-rate interest payments on our combined post-merger loan portfolio, assessed on an aggregate basis for purposes of the ASC 815-20 notional adequacy (over-hedging) assessment.

As of June 30, 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 June 30, 2026:

Outstanding Interest Rate Swaps (a)

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

Start Date Years to Maturity Notional Amount Related Debt Facility Fixed Rate of Swap Bank Margin on Debt Total Effective Interest Rate (b)

Legacy Rayonier Hedging Instruments

February 2022 3 years

200,000 2021 Incremental Term Loan 0.67 % 1.92 % 2.59 %

February 2022 3 years 200,000 2021 Incremental Term Loan 0.67 % 1.92 % 2.59 %

August 2024 2 years 100,000 2015 Term Loan 0.78 % 1.60 % 2.38 %

August 2024 2 years 50,000 2015 Term Loan 0.64 % 1.60 % 2.24 %

August 2024 2 years 50,000 2015 Term Loan 3.29 % 1.60 % 4.89 %

August 2024 2 years

100,000 2015 Term Loan 0.78 % 1.60 % 2.38 %

August 2024 2 years

50,000 2015 Term Loan 0.64 % 1.60 % 2.24 %

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 %

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 % 2.04 % 4.83 %

January 2026 2 years

35,000 Term Loan L 2.79 % 2.04 % 4.83 %

January 2026 3 years

150,000 Term Loan M 0.43 % 1.70 % 2.13 %

January 2026 3 years

40,000 Term Loan N 1.26 % 1.69 % 2.95 %

January 2026 4 years

138,750 Term Loan R 0.66 % 2.00 % 2.66 %

January 2026 4 years

23,000 Term Loan O 0.87 % 2.28 % 3.15 %

January 2026 4 years

23,000 Term Loan O 0.87 % 2.28 % 3.15 %

January 2026 5 years

20,000 Term Loan P 0.93 % 2.20 % 3.13 %

January 2026 5 years

20,000 Term Loan P 0.93 % 2.20 % 3.13 %

January 2026 6 years

20,000 Term Loan S 0.98 % 2.30 % 3.28 %

January 2026 6 years

20,000 Term Loan S 0.97 % 2.30 % 3.27 %

January 2026 6 years

38,000 Term Loan U 1.82 % 2.20 % 4.02 %

January 2026 7 years

38,000 Term Loan V 2.02 % 2.25 % 4.27 %

January 2026 7 years

40,000 Term Loan T 1.05 % 2.30 % 3.35 %

January 2026 8 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 $ 1,409,500

8 unchanged sentences

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:

The following table presents the pre-tax impact of our derivatives on the Consolidated Statements of Income and Comprehensive Income (Loss) for the three and six months ended June 30, 2026 and 2025:

Three Months Ended

June 30, Six Months Ended

Income Statement Location 2026 2025 2026 2025

7 unchanged sentences

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:

The following table contains the notional amounts of the derivative financial instruments recorded in the Consolidated Balance Sheets at June 30, 2026 and December 31, 2025:

Notional Amount

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Derivatives designated as cash flow hedges:

Interest rate swaps (a) $ 1,409,500 $ 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.

(a) The period-over-period increase in notional outstanding of $ 809.5 million is attributable to the 17 PotlatchDeltic Merger Swaps re-designated as cash flow hedges on January 30, 2026, offset by the maturity of swaps with an aggregate notional amount of $ 200 million related to the 2016 Term Loan, which was repaid in full at maturity on April 28, 2026.

RAYONIER INC.

4 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

The following table contains the fair values of the derivative financial instruments recorded in the Consolidated Balance Sheets at March 31, 2026 and December 31, 2025.

The following table contains the fair values of the derivative financial instruments recorded in the Consolidated Balance Sheets at June 30, 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)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Derivatives designated as cash flow hedges:

11 unchanged sentences

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.

As of June 30, 2026, no derivative instruments containing such features were in a net liability position.

COUNTERPARTY CREDIT RISK

13 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 March 31, 2026 and December 31, 2025, using market information valuation methodologies we believe are appropriate under GAAP:

March 31, 2026 December 31, 2025

The following table presents the carrying amount and estimated fair values of our financial instruments as of June 30, 2026 and December 31, 2025, using market information and valuation methodologies we believe are appropriate under GAAP:

June 30, 2026 December 31, 2025

Asset (Liability) (a) Carrying

8 unchanged sentences

Noncontrolling interests in the Operating Partnership (e) 38,527 — 34,775 40,463 — 36,435

(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.

(a) We did not have Level 3 assets or liabilities at June 30, 2026 or December 31, 2025.

(b) Restricted cash includes proceeds from like-kind exchange sales held by a third-party intermediary and 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.

At June 30, 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

Environmental Remediation (a) Real Estate Projects (b) Cutting Contracts (c) Commitments (d) Total

2026 $ 5,509 $ 27,832 $ 6,270 $ 13,820 $ 53,431

23 unchanged sentences

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:

Changes in environmental and NRD liabilities from December 31, 2025 to June 30, 2026 are shown below:

Port Gamble, WA Other Sites Total

6 unchanged sentences

Expenditures charged to liabilities ( 460 ) ( 54 ) ( 514 )

Decrease to liabilities (a) ( 181 ) — ( 181 )

Total Balance at March 31, 2026

Increase to liabilities (a) 171 — 171

Total Balance at June 30, 2026

8,981 625 9,606

Current portion ( 5,778 ) ( 218 ) ( 5,996 )

Non-current portion at March 31, 2026

Non-current portion at June 30, 2026

$ 3,203 $ 407 $ 3,610

(a) The decrease in liabilities resulted from revised environmental and NRD cost estimates recognized during the three months ended March 31, 2026.

(a) The increase in liabilities resulted from revised environmental and NRD cost estimates recognized during the six months ended June 30, 2026.

Port Gamble, Washington

12 unchanged sentences

We provide financial guarantees as required by creditors, insurance programs, and various governmental agencies.

As of March 31, 2026, the following financial guarantees were outstanding:

As of June 30, 2026, the following financial guarantees were outstanding:

Financial Commitments (a) Maximum Potential

6 unchanged sentences

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, 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).

(c) Surety bonds primarily secure performance obligations for various operational activities, including collateral requirements for our real estate development projects and 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.

14 unchanged sentences

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:

Changes in higher and better use timberlands and real estate development investments from December 31, 2025 to June 30, 2026 are shown below:

Higher and Better Use Timberlands and Real Estate Development Investments

12 unchanged sentences

Intersegment transfers 844 — 844

Total Balance at March 31, 2026

Total Balance at June 30, 2026

140,731 59,082 199,813

Current portion (a) ( 2,060 ) ( 9,374 ) ( 11,434 )

Non-current portion at March 31, 2026

Non-current portion at June 30, 2026

$ 138,671 $ 49,708 $ 188,379

11 unchanged sentences

(Dollar amounts in thousands unless otherwise stated)

The following table details the components of inventory as of March 31, 2026 and December 31, 2025:

March 31, 2026 December 31, 2025

The following table details the components of inventory as of June 30, 2026 and December 31, 2025:

June 30, 2026 December 31, 2025

Lumber, plywood and veneer $ 47,217 —

8 unchanged sentences

NON-TIMBERLAND LEASES

In addition to timberland holdings, we lease certain equipment and office space.

In addition to timberland holdings, we lease certain machinery and equipment and office space.

Significant leased properties include regional offices in Spokane, Washington;

2 unchanged sentences

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

The following table presents supplemental balance sheet information related to lease assets and liabilities as of June 30, 2026 and December 31, 2025:

Location on Balance Sheet June 30, 2026 December 31, 2025

Operating lease assets Operating lease right-of-use assets $ 23,875 $ 16,286

6 unchanged sentences

Total lease liabilities $ 36,281 $ 16,286

(a) Finance lease assets are presented net of accumulated amortization of $ 0.8 million as of March 31, 2026.

(a) Finance lease assets are presented net of accumulated amortization of $ 2.1 million as of June 30, 2026.

RAYONIER INC.

5 unchanged sentences

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:

The following table details our undiscounted lease obligations as of June 30, 2026 by type of lease and year of expiration:

Operating Leases Finance Leases

7 unchanged sentences

Imputed interest ( 5,510 ) ( 912 )

Total lease liabilities at March 31, 2026

Total lease liabilities at June 30, 2026

$ 23,884 $ 12,397

The following table details components of our lease cost for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

In June 2026, we executed an operating lease for office space in Atlanta, Georgia with a term of approximately 12 years, commencing July 14, 2026.

Total undiscounted lease payments are approximately $ 14.9 million.

This lease is excluded from the lease maturity table above, as the commencement date occurred subsequent to quarter end.

The following table details components of our lease cost for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30, Six Months Ended June 30,

Lease Cost Components 2026 2025 2026 2025

8 unchanged sentences

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.

Short-term lease expense was not material for the three and six months ended June 30, 2026 and 2025.

RAYONIER INC.

4 unchanged sentences

(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,

The following table provides supplemental cash flow information related to leases for the six months ended June 30, 2026 and 2025:

Six Months Ended June 30,

Supplemental Cash Flow Information Related to Leases 2026 2025

10 unchanged sentences

Right-of-use assets obtained in exchange for new lease liabilities:

Operating leases $ 681 —

Finance leases 1,175 —

Total right-of-use assets obtained in exchange for new lease liabilities $ 1,856 —

Weighted-average remaining lease term (years):

15 unchanged sentences

PENSION AND OTHER POSTRETIREMENT EMPLOYEE BENEFITS

The net pension and postretirement benefit costs are presented below:

The net pension and postretirement benefit costs for the three and six months ended June 30, 2026 and 2025 are presented below:

Pension Postretirement

Three Months Ended March 31, Three Months Ended March 31,

Three Months Ended

June 30, Three Months Ended

Components of Net Periodic Benefit Cost Income Statement Location 2026 2025 2026 2025

1 unchanged sentence

Service Cost Cost of sales ( 57 ) — — —

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

Interest Cost Other miscellaneous (expense) income, net 3,142 — 200 19

Expected return on plan assets Other miscellaneous (expense) income, net ( 2,864 ) — — —

Amortization of losses Other miscellaneous (expense) income, net — — ( 2 ) ( 2 )

Net periodic benefit cost Other miscellaneous (expense) income, net $ 1,489 — $ 205 $ 18

Pension Postretirement

Six Months Ended

June 30, Six Months Ended

Components of Net Periodic Benefit Cost Income Statement Location 2026 2025 2026 2025

Service Cost Selling and general expenses $ 1,850 — $ 11 $ 1

Service Cost Cost of sales 168 — 1 —

Interest Cost Other miscellaneous (expense) income, net 5,236 — 340 38

Expected return on plan assets Other miscellaneous (expense) income, net ( 4,773 ) — — —

Amortization of losses Other miscellaneous (expense) income, net — — ( 3 ) ( 3 )

Net periodic benefit cost Other miscellaneous (expense) income, net $ 2,481 — $ 349 $ 36

PLANS ASSUMED IN MERGER WITH POTLATCHDELTIC

2 unchanged sentences

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.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

FAIR VALUE OF PENSION PLAN ASSETS AND OBLIGATIONS

6 unchanged sentences

• $ 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.

During the six months ended June 30, 2026, we contributed approximately $ 2.1 million to the qualified pension plan and expect to make additional required contributions of approximately $ 5.2 million during the remainder of 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)

we paid benefits of approximately $ 1.1 million directly during the six months ended June 30, 2026 and expect to pay approximately $ 1.6 million during the remainder of 2026.

We paid approximately $ 0.4 million of other postretirement benefits during the six months ended June 30, 2026 and expect to pay approximately $ 1.4 million during the remainder of 2026.

INCENTIVE STOCK PLANS

A summary of our stock-based incentive compensation cost is presented below:

Three Months Ended March 31,

A summary of our stock-based incentive compensation cost for the three and six months ended June 30, 2026 and 2025 is presented below:

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Other operating expense, net (a) $ 1,440 — $ 12,949 $ 205

4 unchanged sentences

Tax benefit recognized related to stock-based incentive compensation expense $ 315 $ 137 $ 972 $ 255

(a) Represents accelerated stock-based incentive compensation cost due to our merger with PotlatchDeltic for the three months ended March 31, 2026.

(a) For the three and six months ended June 30, 2026, represents accelerated stock-based incentive compensation cost due to our merger with PotlatchDeltic.

(b) Represents amounts capitalized as part of the overhead allocation of timber-related costs.

7 unchanged sentences

The original PotlatchDeltic performance awards were canceled upon exchange, and no performance conditions carried over to the replacement awards.

RAYONIER INC.

AND SUBSIDIARIES

RAYONIER, L.P.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands unless otherwise stated)

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.

7 unchanged sentences

• 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

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 agreements, resulting in $ 0.3 million of expense in the first quarter of 2026.

No unrecognized compensation cost remains related to the director awards.

• Employee awards:

During the three and six months ended June 30, 2026, 79,427 and 635,024 replacement restricted stock units held by employees vested in full — either upon qualifying terminations of employment or pursuant to change-in-control provisions in PotlatchDeltic equity plans — resulting in $ 0.2 million and $ 9.3 million of expense, respectively.

Replacement restricted stock units are credited with dividend equivalents in the form of additional restricted stock units, which vest and are settled in the same manner as the underlying awards;

the vested unit figures above exclude 1,391 of these additional units that vested during the period.

In addition, during the three and six months ended June 30, 2026, the Company recognized $ 0.7 million and $ 1.2 million of expense for replacement restricted stock units held by employees whose qualifying terminations are scheduled to occur in subsequent periods.

This expense is recognized over the revised requisite service periods through the scheduled termination dates.

As of June 30, 2026, total unrecognized compensation cost related to the unvested replacement restricted stock units was approximately $ 7.1 million, expected to be recognized over a weighted-average remaining service period of approximately 21 months, subject to acceleration upon qualifying terminations.

A summary of the replacement restricted stock units granted on January 30, 2026 as a result of the merger is as follows:

Three Months Ended Six Months Ended

June 30, 2026 June 30, 2026

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 (a) 79,427 687,048

Grant date fair value of replacement restricted stock units vested $ 22.74 $ 22.74

Intrinsic value of replacement restricted stock units outstanding (b) $ 20,609 $ 20,609

(a) Excludes 1,391 additional restricted stock units credited as dividend equivalents on the replacement awards that vested during the three and six months ended June 30, 2026.

(b) Intrinsic value is based on the closing market price of the Company’s common shares at June 30, 2026.

RAYONIER INC.

4 unchanged sentences

(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

2 unchanged sentences

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:

Accordingly, no unrecognized compensation cost remains, and no compensation expense was recognized during the three and six months ended June 30, 2026.

A summary of the replacement deferred compensation stock equivalent units granted on January 30, 2026 as a result of the merger is as follows:

Three Months Ended Six Months Ended

June 30, 2026 June 30, 2026

Replacement deferred compensation stock equivalent units granted — 280,588

1 unchanged sentence

Intrinsic value of replacement deferred compensation stock equivalent units outstanding (a) $ 1,915 $ 1,915

(a) Intrinsic value of stock unit equivalents outstanding is based on the market price of the Company’s stock at March 31, 2026.

(a) Intrinsic value is based on the closing market price of the Company’s common shares at June 30, 2026.

MODIFICATION AND ACCELERATION OF LEGACY RAYONIER AWARDS

3 unchanged sentences

Because the fair value of the awards immediately before and after the modification was substantially the same, no incremental compensation cost resulted.

RESTRICTED STOCK UNITS

During the three and six months ended June 30, 2026, the Company recognized $ 0.5 million and $ 2.1 million, respectively, of accelerated expense related to Legacy Rayonier restricted stock units held by employees whose employment terminated, or is contractually scheduled to terminate, in connection with the merger.

Of these awards, 24,435 and 156,224 restricted stock units vested during the respective periods.

This expense is recognized within integration and merger-related costs.

RAYONIER INC.

4 unchanged sentences

(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,

The following table provides the composition of other operating expense, net for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Gain (loss) on sale or disposal of property, plant and equipment $ 30 ($ 132 ) $ 32 ($ 129 )

Costs related to the merger with PotlatchDeltic (a) ( 10,351 ) — ( 80,754 ) —

Restructuring charges (b) — — — ( 1,110 )

Miscellaneous expense, net ( 28 ) ( 109 )

Miscellaneous income (expense), net 9 ( 33 ) ( 19 ) ( 145 )

Total ($ 10,312 ) ($ 165 ) ($ 80,741 ) ($ 1,384 )

(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.

See Note 2 — Merger with PotlatchDeltic Corporation and Note 21 — Integration and Merger-Related Costs for additional information.

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

7 unchanged sentences

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.

During the three and six months ended June 30, 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

The following table summarizes integration and merger-related costs incurred during the three and six months ended June 30, 2026:

Three Months Ended Six Months Ended

June 30, 2026 June 30, 2026

Employee-related costs $ 7,745 $ 33,765

3 unchanged sentences

Total integration and merger-related costs $ 10,351 $ 80,754

Changes in accrued employee-related costs associated with the merger during the three months ended March 31, 2026 are summarized in the table below.

Changes in accrued employee-related costs associated with the merger during the six months ended June 30, 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.

1 unchanged sentence

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.

the amounts accrued but unpaid at June 30, 2026 are not material.

Employee-Related Costs

3 unchanged sentences

Balance, March 31, 2026 $ 11,407

Charges 7,420

Cash payments ( 5,140 )

Balance, June 30, 2026 $ 13,687

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.

The majority of accrued employee-related costs as of June 30, 2026 are expected to be paid within one year.

Total expected charges have not yet been determined.

8 unchanged sentences

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.

As of June 30, 2026, Rayonier owns a 99.5 % 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.

17 unchanged sentences

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.

5 unchanged sentences

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.

The following table presents the changes in AOCI by component for the six months ended June 30, 2026 and the year ended December 31, 2025.

All amounts are presented net of tax and exclude portions attributable to noncontrolling interests.

13 unchanged sentences

Balance as of

March 31, 2026

June 30, 2026

— — $ 38,617 $ 228 $ 38,845 ($ 1,888 ) $ 36,957

(a) The three months ended March 31, 2026 includes $ 6.3 million o f other comprehensive income related to interest rate products.

(a) The six months ended June 30, 2026 includes $ 20.2 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 income (loss) is included in the computation of net periodic pension and post-retirement costs.

(b) This component of other comprehensive income (loss) is included in the computation of net periodic pension and postretirement costs.

See Note 18 — Pension and Other Postretirement Employee Benefits for additional information.

6 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 three months ended March 31, 2026 and March 31, 2025:

The following table presents details of the amounts reclassified in their entirety from AOCI to net income for the six months ended June 30, 2026 and June 30, 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

June 30, 2026 June 30, 2025

Realized gain on interest rate contracts ($ 7,671 ) ($ 9,040 ) 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

Income tax effect from net loss on foreign currency contracts — ( 177 ) Income from operations of discontinued operations, net of tax

Noncontrolling interests — ( 376 ) Comprehensive income attributable to noncontrolling interests

Realized loss on foreign currency exchange contracts — 1,592 (Loss) income from operations of discontinued operations, net of tax

Realized loss on foreign currency option contracts — 40 (Loss) income from operations of discontinued operations, net of tax

Income tax effect from net loss on foreign currency contracts — ( 351 ) (Loss) income from operations of discontinued operations, net of tax

Net gain on cash flow hedges reclassified from accumulated other comprehensive income ($ 7,671 ) ($ 8,135 )

RESTRICTED CASH

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 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.

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:

March 31, December 31, March 31,

June 30, December 31, June 30,

2026 2025 2025

1 unchanged sentence

Restricted cash held in escrow $ 495 $ 495 $ 677

Restricted cash deposited with LKE intermediary 10,010 — —

Total restricted cash, non-current 10,505 495 677

4 unchanged sentences

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.

The basis of these properties was $ 59.1 million and $ 5.4 million, as of June 30, 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 six months ended June 30, 2026.

See Note 1 — Basis of Presentation for additional information regarding our assets held for sale balance as of June 30, 2026 and related subsequent events.

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