What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-08-07 compared with 2026-05-08 · 277 added, 165 removed, 572 unchanged (44% of the section changed)

16 unchanged sentences

Under the terms of the merger agreement, PotlatchDeltic stockholders received 1.8185 Rayonier common shares and $0.61 in cash for each PotlatchDeltic share held, and we issued approximately 140.9 million Rayonier common shares in connection with the closing.

As the accounting acquirer, our consolidated financial statements as of and for the three months ended March 31, 2026 include PotlatchDeltic results from January 31, 2026 through March 31, 2026.

As the accounting acquirer, our consolidated financial statements as of and for the six months ended June 30, 2026 include PotlatchDeltic results from January 31, 2026 through June 30, 2026.

See Note 2 — Merger with PotlatchDeltic Corporation for additional information pertaining to the merger.

27 unchanged sentences

See Note 4 — Segment and Geographical Information for further discussion of our reportable segments and Note 3 — Discontinued Operations for additional information regarding the sale of the New Zealand joint venture.

As of March 31, 2026, we owned or leased under long-term agreements approximately 4.1 million acres of timberlands located in the U.S.

As of June 30, 2026, we owned or leased under long-term agreements approximately 4.1 million acres of timberlands located in the U.S.

South (3.2 million acres) and U.S.

11 unchanged sentences

ENVIRONMENTAL MATTERS

For a full description of our environmental matters, see Item 1 - “Business” in our 2025 Form 10-K and our sustainability report located at our Responsible Stewardship webpage.

For a full description of our environmental matters, see Item 1 - “Business” in our 2025 Form 10-K.

CRITICAL ACCOUNTING ESTIMATES

35 unchanged sentences

On October 14, 2025, a 10% ad valorem duty on softwood timber and lumber imports became effective under Executive Order 14223 and the resulting Section 232 proclamation.

dollar, has supported domestic lumber prices and incentivized domestic wood products production.

In April 2026, the U.S.

Department of Commerce issued preliminary results of the seventh administrative review (“AR7”) indicating lower combined Canadian duties, with final determinations expected in the second half of 2026;

however, AR7 duties would remain elevated relative to historical levels, and the Section 232 duty would continue to apply.

This duty, together with higher Canadian lumber duties that took effect in 2025 under the sixth administrative review of the anti-dumping and countervailing duty orders on softwood lumber from Canada, and reduced overall North American lumber capacity, has supported domestic lumber prices and incentivized domestic wood products production.

In June 2026, the U.S.

Department of Commerce issued post-preliminary results of the seventh administrative review (“AR7”) indicating lower combined Canadian duties, with final determinations expected between August and October 2026;

however, AR7 duties would remain elevated relative to historical levels, and the Section 232 duty will continue to apply.

A final determination materially below current cash deposit rates could adversely impact domestic lumber prices, wood products production, and log demand and pricing.

10 unchanged sentences

While our timber and real estate sales are not directly subject to tariffs, to the extent that goods and/or services that we purchase in our operations are impacted by tariffs, this could lead to higher costs in our operations if vendors look to pass through any such increased costs resulting from tariffs.

Similarly, diesel fuel prices, which directly affect our logging and transportation costs, have risen in 2026 as a result of geopolitical tensions in the Middle East and related disruptions to global energy markets, resulting in upward pressure on operating costs.

Diesel fuel prices, which directly affect our logging and transportation costs, remain elevated as a result of geopolitical tensions in the Middle East and related disruptions to global energy markets, resulting in upward pressure on operating costs.

Other costs include amortization of capitalized road and bridge construction and software, depreciation of fixed assets and equipment, road maintenance, severance and excise taxes, fire prevention, and real estate commissions and closing costs.

7 unchanged sentences

Note that this discussion reflects Rayonier’s legacy timberlands only and does not include the legacy timberlands of PotlatchDeltic.

A combined discussion will be included in future filings.

A combined discussion will be included in our 2026 Form 10-K.

OUR TIMBERLANDS

1 unchanged sentence

Southern Timber and Northwest Timber.

The following tables provide a breakdown of our timberland holdings as of March 31, 2026 and December 31, 2025.

(acres in 000s) As of March 31, 2026 As of December 31, 2025

The following table provides a breakdown of our timberland holdings as of June 30, 2026 and December 31, 2025:

(acres in 000s) As of June 30, 2026 As of December 31, 2025

Owned Leased Total Owned Leased Total

13 unchanged sentences

Total 4,003 81 4,084 1,934 63 1,997

The following tables detail activity for owned and leased acres in our timberland holdings by state from December 31, 2025 to March 31, 2026:

The following tables detail activity for owned and leased acres in our timberland holdings by state from December 31, 2025 to June 30, 2026:

(acres in 000s) Acres Owned

December 31, 2025

Acquisitions (a) Sales March 31, 2026

Acquisitions (a) Sales June 30, 2026

Alabama 248 124 (4) 368

14 unchanged sentences

December 31, 2025

New Leases (a) Sold/Expired Leases March 31, 2026

New Leases (a) Sold/Expired Leases June 30, 2026

Alabama 2 13 — 15

6 unchanged sentences

(a) Represents acres assumed in connection with the merger with PotlatchDeltic on January 30, 2026.

There were no other acquisitions or new leases during the three months ended March 31, 2026.

There were no other acquisitions or new leases during the six months ended June 30, 2026.

(b) Primarily timber reservations acquired in the merger with Pope Resources.

1 unchanged sentence

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

The following table provides a breakdown of our Wood Products facilities and their respective capacities as of March 31, 2026.

The following table provides a breakdown of our Wood Products facilities and their respective capacities as of June 30, 2026:

Annual Capacity (a)

18 unchanged sentences

Three Months Ended

June 30, Six Months Ended

Financial Information (in millions) 2026 2025 2026 2025

3 unchanged sentences

Improved Development 6.4 8.5 13.0 11.8

Unimproved Development — 3.0 — 3.0

Rural 40.7 15.7 90.2 21.0

3 unchanged sentences

Total Sales $396.5 $106.5 $673.3 $189.5

Operating (Loss) Income

Southern Timber $12.4 $10.1

Operating Income (Loss)

Southern Timber (c) $8.1 $12.6 $20.5 $22.7

Northwest Timber 12.6 1.5 12.1 1.8

Wood Products (c) (1.0) —

Wood Products (d) 15.1 — 14.1 —

Real Estate 28.3 9.8 55.6 8.8

Corporate and Other (d) (82.8) (9.3)

Corporate and Other (e) (28.7) (9.3) (111.4) (18.7)

Intersegment Eliminations (b) (0.8) — (2.0) —

Operating (Loss) Income (45.7) 0.1

Operating Income (Loss) 34.6 14.5 (11.0) 14.6

Interest expense, net (16.9) (6.5) (31.3) (12.9)

Interest income 4.9 2.3 12.0 5.2

Other miscellaneous income (expense), net (e) 0.9 (1.9)

Income tax benefit (expense) (f) 39.4 (0.3)

Loss from Continuing Operations (12.5) (5.6)

Income from operations of discontinued operations, net of tax — 2.5

Net Loss (12.5) (3.1)

Net income attributable to noncontrolling interests in consolidated affiliates — (0.4)

Net Loss Attributable to Rayonier, L.P.

Other miscellaneous (expense) income, net (f) (0.5) (0.5) 0.4 (2.4)

Income tax (expense) benefit (g) (2.9) — 36.6 (0.3)

Income from Continuing Operations 19.2 9.8 6.7 4.2

(Loss) income from operations of discontinued operations, net of tax — (0.6) — 1.9

Gain on sale of discontinued operations — 404.4 — 404.4

Income from Discontinued Operations — 403.8 — 406.3

Net Income 19.2 413.6 6.7 410.5

Net loss attributable to noncontrolling interests in consolidated affiliates — 0.6 — 0.2

Net Income Attributable to Rayonier, L.P.

$19.2 $414.2 $6.7 $410.7

Net loss attributable to noncontrolling interests in the Operating Partnership 0.1 0.1

Net Loss Attributable to Rayonier Inc.

Net income attributable to noncontrolling interests in the Operating Partnership (0.1) (5.5) — (5.4)

Net Income Attributable to Rayonier Inc.

$19.1 $408.7 $6.7 $405.3

Adjusted EBITDA (g)

Adjusted EBITDA (h)

Southern Timber $52.6 $28.4 $98.1 $55.4

6 unchanged sentences

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

(b) Intersegment eliminations represents logs sold by the Timber segments to Wood Products, and includes the elimination of intersegment profit remaining in ending Wood Products inventory.

(d) The three months ended March 31, 2026 includes $70.4 million of costs related to the merger with PotlatchDeltic.

The three months ended March 31, 2025 includes $1.1 million of restructuring charges.

(e) The three months ended March 31, 2025 includes $1.7 million of net costs associated with legal settlements.

(f) The three months ended March 31, 2026 includes a $40.3 million tax benefit from our valuation allowance release.

(g) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators .

(b) Intersegment Eliminations represents logs sold by the Timber segments to Wood Products, and includes the elimination of profit on log sales from the Timber segments to Wood Products that remain in inventory at the end of the period.

(c) The three and six months ended June 30, 2026 includes $2.3 million of timber write-offs resulting from casualty events.

(d) The six months ended June 30, 2026 includes a $1.2 million inventory purchase price adjustment in cost of sales.

(e) The three and six months ended June 30, 2026 includes $10.4 million and $80.8 million, respectively, of costs related to the merger with PotlatchDeltic.

The six months ended June 30, 2025 includes $1.1 million of restructuring charges.

(f) The six months ended June 30, 2025 includes $1.7 million of net costs associated with legal settlements.

(g) The six months ended June 30, 2026 includes a $40.3 million tax benefit from the release of a valuation allowance.

(h) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators .

Three Months Ended

June 30, Six Months Ended

Southern Timber Overview * 2026 2025 2026 2025

28 unchanged sentences

Operating Income $8.1 $12.6 $20.5 $22.7

(+) Timber write-offs resulting from casualty events (b) 2.3 — 2.3 —

(+) Depreciation, depletion and amortization 42.2 15.8 75.3 32.7

Adjusted EBITDA (b) $45.5 $27.0

Adjusted EBITDA (c) $52.6 $28.4 $98.1 $55.4

Period-End Acres (in thousands) 3,154 1,739 3,154 1,739

1 unchanged sentence

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

(b) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators .

(b) 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.

Three Months Ended

June 30, Six Months Ended

Northwest Timber Overview 2026 2025 2026 2025

23 unchanged sentences

Total Sales $66.0 $23.8 $98.1 $45.6

Operating (Loss) Income ($0.4) $0.3

Operating Income $12.6 $1.5 $12.1 $1.8

(+) Depreciation, depletion and amortization 13.8 5.4 22.8 11.0

1 unchanged sentence

Period-End Acres (in thousands) 930 307 930 307

* As a result of the merger with PotlatchDeltic, our Pacific Northwest Timber segment has been renamed Northwest Timber to reflect the expanded geographic scope and integration of Idaho timberland assets.

(a) Excludes log trading activities.

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

Wood Products Overview 2026 2025 2026 2025

14 unchanged sentences

Total Costs and Expenses ($181.0) — ($290.5) —

Operating Loss ($1.0) —

Operating Income $15.1 — $14.1 —

(+) Inventory purchase price adjustment in cost of sales (c) — — 1.2 —

1 unchanged sentence

Adjusted EBITDA (d) $25.0 — $31.8 —

(a) Lumber shipments on a full quarter basis, inclusive of the pre-merger period, were 288 MMBF and 295 MMBF in Q1 2026 and Q4 2025, respectively.

(b) Lumber price realizations on a full quarter basis, inclusive of the pre-merger period, was $427 per MBF and $384 per MBF in Q1 2026 and Q4 2025, respectively.

(a) Lumber shipments, inclusive of pre-merger PotlatchDeltic shipments, were 288 MMBF in the first quarter of 2026 and 602 MMBF for the six months ended June 30, 2026.

(b) Lumber price realizations, inclusive of pre-merger PotlatchDeltic shipments, were $427 per MBF in the first quarter of 2026 and $467 per MBF for the six months ended June 30, 2026.

(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.

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

Real Estate Overview 2026 2025 2026 2025

1 unchanged sentence

Improved Development (a) $6.4 $8.5 $13.0 $11.8

Unimproved Development — 3.0 — 3.0

Rural 40.7 15.7 90.2 21.0

2 unchanged sentences

Improved Development (a) 10.6 26.1 49.8 104.4

Unimproved Development — 311 — 311

Rural 7,490 2,926 15,146 3,879

2 unchanged sentences

Improved Development (a) $607,405 $324,577 $261,458 $112,842

Unimproved Development — 9,635 — 9,635

Rural 5,439 5,376 5,953 5,415

1 unchanged sentence

Weighted Average (Adjusted) (c) $5,439 $5,786 $5,953 $5,729

Operating Income (Loss) $27.4 ($1.0)

Operating Income $28.3 $9.8 $55.6 $8.8

(+) Depreciation, depletion and amortization 3.9 1.9 10.8 2.4

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

Capital Expenditures By Segment (in millions of dollars) 2026 2025 2026 2025

14 unchanged sentences

Real Estate — — — 0.1

Corporate 0.3 — 0.3 —

Total Capital Expenditures $22.4 $10.4 $42.8 $22.4

Real Estate Development Investments (a)

$5.0 $4.1 $9.6 $8.2

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

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

Discontinued Operations * 2026 2025 2026 2025

5 unchanged sentences

Net Stumpage Sales — $12.2 — $28.9

Other Non-Timber Sales — 0.2

Non-Timber Sales — 0.4 — 0.5

Total New Zealand Timber Sales — $49.5 — $102.2

3 unchanged sentences

Total sales from discontinued operations — $52.6 — $109.3

Income from operations of discontinued operations, net of tax — $2.5

* Due to the Company’s sale of the entities that hold its entire 77% New Zealand joint venture interest, which was completed on June 30, 2025, New Zealand operating results are classified as Discontinued Operations in our Consolidated Financial Statements for the three months ended March 31, 2025.

The following tables summarize sales, operating income (loss) and Adjusted EBITDA variances for March 31, 2026 versus March 31, 2025 (millions of dollars):

(Loss) income from operations of discontinued operations, net of tax — ($0.6) — $1.9

Gain on sale of discontinued operations — 404.4 — 404.4

Income from discontinued operations — $403.8 — $406.3

* Due to our sale of the entities that held our entire 77% New Zealand joint venture interest, which was completed on June 30, 2025, New Zealand operating results are classified as Discontinued Operations in our Consolidated Financial Statements for the three and six months ended June 30, 2025.

The following tables summarize sales, operating income (loss) and Adjusted EBITDA variances for June 30, 2026 versus June 30, 2025 (millions of dollars):

Sales Southern Timber Northwest Timber Wood Products Real Estate Intersegment Eliminations Total

Three Months Ended

March 31, 2025

June 30, 2025

$53.3 $23.8 — $29.4 — $106.5

2 unchanged sentences

Non-timber sales (a) 7.0 0.6 — — — 7.6

Other 16.8 (b) 5.3 (b) 108.5 (c) 3.6 (d) (12.2) (e) 122.0

Other — (5.6) (b) 196.2 (c) 3.9 (d) (26.9) (e) 167.6

Three Months Ended

March 31, 2026

June 30, 2026

$107.6 $66.0 $196.2 $53.7 ($26.9) $396.5

1 unchanged sentence

(b) Includes variance due to stumpage versus delivered sales.

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

(e) Intersegment Eliminations represents logs sold from the Timber segments to Wood Products.

Operating Income (Loss) Southern Timber Northwest Timber Wood Products Real Estate Corporate and Other Intersegment Eliminations Total

Sales Southern Timber Northwest Timber Wood Products Real Estate Intersegment Eliminations Total

Six Months Ended

June 30, 2025

$104.3 $45.6 — $39.6 — $189.5

Volume 89.5 43.8 — 74.0 — 207.3

Price (9.3) 13.5 — (6.1) — (1.9)

Non-timber sales (a) 11.8 1.0 — — — 12.8

Other — (5.8) (b) 304.6 (c) 5.9 (d) (39.2) (e) 265.5

Six Months Ended

June 30, 2026

$196.3 $98.1 $304.6 $113.4 ($39.2) $673.3

(a) For the Southern Timber segment, includes sales from carbon capture and storage ("CCS") and solar energy contracts.

(b) Includes variance due to stumpage versus delivered sales.

(e) Intersegment Eliminations represents logs sold from the Timber segments to Wood Products.

Operating Income Southern Timber Northwest Timber Wood Products Real Estate Corporate and Other Intersegment Eliminations Total

Three Months Ended

March 31, 2025

June 30, 2025

$12.6 $1.5 — $9.8 ($9.3) — $14.5

7 unchanged sentences

Three Months Ended

March 31, 2026

June 30, 2026

$8.1 $12.6 $15.1 $28.3 ($28.7) ($0.8) $34.6

(a) For Timber segments, price is presented on a a gross basis and reflects prices excluding logging, hauling, and shipping costs.

(a) For Timber segments, price is presented on a gross basis and reflects prices excluding logging, hauling, and shipping costs.

For Real Estate, price is presented net of cash closing costs.

(b) For the Southern Timber segment, includes income from carbon capture and storage (“CCS”) and solar energy contracts.

Wood Products was a new segment beginning in Q1 2026.

Real Estate includes deferred revenue adjustments, builder price participation, and other fees related to Improved Development sales, as well as residential and commercial lease revenue and revenue from our country club operations.

Corporate and Other includes $10.4 million of costs related to the merger with PotlatchDeltic in the current period.

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

Operating Income (Loss) Southern Timber Northwest Timber Wood Products Real Estate Corporate and Other Intersegment Eliminations Total

Six Months Ended

June 30, 2025

$22.7 $1.8 — $8.8 ($18.7) — $14.6

Volume 15.4 9.0 — 52.4 — — 76.8

Price (a) (9.2) 13.5 — (6.1) — — (1.8)

Cost (5.3) (10.2) — (3.1) (12.7) — (31.3)

Non-timber income (b) 12.0 1.0 — — — — 13.0

Depreciation, depletion & amortization (12.8) (3.0) — (1.8) (0.3) — (17.9)

Non-cash cost of land and improved development — — — 4.1 — — 4.1

Other (c) (2.3) — 14.1 1.3 (79.7) (2.0) (68.6)

Six Months Ended

June 30, 2026

$20.5 $12.1 $14.1 $55.6 ($111.4) ($2.0) ($11.0)

(a) For Timber segments, price is presented on a gross basis and reflects prices excluding logging, hauling, and shipping costs.

For Real Estate, price is presented net of cash closing costs.

(b) For the Southern Timber segment, includes income from carbon capture and storage (“CCS”) and solar energy contracts.

Wood Products was a new segment beginning in Q1 2026.

Corporate and Other includes $80.8 million of costs related to the merger with PotlatchDeltic in the current period, compared to $1.1 million of restructuring charges in the prior year period.

2 unchanged sentences

Three Months Ended

March 31, 2025

June 30, 2025

$28.4 $6.8 — $18.6 ($8.9) — $44.9

5 unchanged sentences

Three Months Ended

March 31, 2026

June 30, 2026

$52.6 $26.3 $25.0 $38.3 ($17.7) ($0.8) $123.7

(a) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators below.

(b) For Timber segments, price is presented on a a gross basis and reflects prices excluding logging, hauling, and shipping costs.

(b) For Timber segments, price is presented on a gross basis and reflects prices excluding logging, hauling, and shipping costs.

For Real Estate, price is presented net of cash closing costs.

(d) Wood Products is a new segment in Q1 2026.

(d) Wood Products was a new segment beginning in Q1 2026.

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.

Adjusted EBITDA (a) Southern Timber Northwest Timber Wood Products Real Estate Corporate and Other Intersegment Eliminations Total

Six Months Ended

June 30, 2025

$55.4 $12.7 — $20.6 ($16.8) — $71.9

Volume 45.2 17.9 — 71.8 — — 134.9

Price (b) (9.2) 13.5 — (6.1) — — (1.8)

Cost (5.3) (10.2) — (3.1) (12.7) — (31.3)

Non-timber income (c) 12.0 1.0 — — — — 13.0

Other (d) — — 31.8 1.3 — (2.0) 31.1

Six Months Ended

June 30, 2026

$98.1 $34.9 $31.8 $84.5 ($29.5) ($2.0) $217.8

(a) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators below.

(b) For Timber segments, price is presented on a gross basis and reflects prices excluding logging, hauling, and shipping costs.

For Real Estate, price is presented net of cash closing costs.

(d) Wood Products was a new segment beginning in Q1 2026.

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

SOUTHERN TIMBER

First quarter sales of $88.7 million increased $37.7 million, or 74%, versus the prior year period.

Second quarter sales of $107.6 million increased $54.3 million, or 102%, versus the prior year period.

Harvest volumes increased 110% to 3.35 million tons versus 1.60 million tons in the prior year period, primarily driven by 1.5 million tons of incremental volume from the PotlatchDeltic timberlands.

Average delivered pine sawtimber prices decreased to $44.46 per ton versus $47.87 per ton in the prior year period, largely due to changes in geographic mix from the expanded Southern Timber footprint, coupled with modestly softer market conditions.

Average delivered pine pulpwood prices decreased to $30.20 per ton versus $37.35 per ton in the prior year period, reflecting geographic mix impacts associated with the expanded footprint, along with generally weaker pulpwood market conditions.

Weighted-average prices on stumpage sales (including hardwood) decreased to $15.37 per ton versus $19.08 per ton in the prior year period.

Operating income of $8.1 million decreased $4.5 million versus the prior year period due to higher depletion expense ($9.4 million), lower prices ($5.8 million), higher costs ($3.0 million) and a timber write-off resulting from a casualty event ($2.3 million), partially offset by higher volumes ($8.8 million) and higher non-timber income ($7.2 million).

Second quarter Adjusted EBITDA of $52.6 million was 85%, or $24.2 million, above the prior year period.

Year-to-date sales of $196.3 million increased $92.0 million, or 88%, versus the prior year period.

Harvest volumes increased 93% to 6.13 million tons versus 3.18 million tons in the prior year period, primarily driven by 2.5 million tons of incremental volume from the PotlatchDeltic timberlands.

Average delivered pine sawtimber prices decreased to $44.52 per ton versus $47.78 per ton in the prior year period, primarily reflecting changes in geographic mix associated with the expanded Southern Timber footprint, as well as modestly weaker market conditions.

Average delivered pine pulpwood prices decreased to $30.20 per ton versus $37.57 per ton in the prior year period, reflecting geographic mix impacts from the expanded footprint, as well as softer pulpwood markets.

Meanwhile, weighted-average prices on stumpage sales (including hardwood) decreased to $16.65 per ton versus $18.11 per ton in the prior year period, largely attributable to the geographic mix shift due to the merger.

Operating income of $12.4 million increased $2.2 million versus the prior year period due to higher volumes ($6.7 million) and higher non-timber income ($4.8 million), partially offset by higher depletion expense ($3.4 million), lower prices ($3.3 million) and higher costs ($2.5 million).

First quarter Adjusted EBITDA of $45.5 million was 68%, or $18.4 million, above the prior year period.

Overall, weighted-average prices on stumpage sales (including hardwood) decreased to $15.98 per ton versus $18.59 per ton in the prior year period, largely attributable to the geographic mix shift due to the merger.

Operating income of $20.5 million decreased $2.2 million versus the prior year period due to higher depletion expense ($12.8 million), lower prices ($9.2 million), higher costs ($5.3 million) and a timber write-off resulting from a casualty event ($2.3 million), partially offset by higher volumes ($15.4 million) and higher non-timber income ($12.0 million).

Year-to-date Adjusted EBITDA of $98.1 million was 77%, or $42.6 million, above the prior year period.

NORTHWEST TIMBER

First quarter sales of $32.1 million increased $10.3 million, or 47%, versus the prior year period.

Harvest volumes increased 38% to 361,000 tons versus 261,000 tons in the prior year period, primarily driven by 116,000 tons of incremental volume from legacy PotlatchDeltic timberlands.

Idaho harvest activity was limited during the first quarter due to extended spring break-up conditions following a relatively mild winter.

Second quarter sales of $66.0 million increased $42.2 million, or 177%, versus the prior year period.

Harvest volumes increased 133% to 578,000 tons versus 248,000 tons in the prior year period, driven by 364,000 tons of incremental volume from the legacy PotlatchDeltic timberlands.

Average delivered prices for sawtimber increased to $119.66 per ton versus $96.17 per ton in the prior year period, primarily reflecting geographic mix due to the addition of Idaho sawtimber (most of which is indexed to lumber prices), which more than offset modestly lower prices in the Pacific Northwest.

Average delivered pulpwood prices increased to $36.82 per ton versus $30.05 per ton in the prior year period, primarily due to improved pulpwood demand and less competition from sawmill residuals.

Operating loss of ($0.4) million versus operating income of $0.3 million in the prior year period was driven by higher costs ($2.4 million) and higher depletion expense ($1.3 million), partially offset by higher volumes ($1.5 million), higher prices ($1.2 million) and higher non-timber income ($0.3 million).

First quarter Adjusted EBITDA of $8.6 million was 45%, or $2.7 million, above the prior year period.

Average delivered pulpwood prices increased to $38.78 per ton versus $31.52 per ton in the prior year period, primarily due to geographic mix impacts from the addition of the legacy PotlatchDeltic timberlands.

Operating income of $12.6 million increased $11.1 million versus the prior year period due to higher prices ($10.7 million), higher volumes ($8.5 million) and higher non-timber income ($0.7 million), partially offset by higher costs ($7.3 million) and higher depletion expense ($1.5 million).

Second quarter Adjusted EBITDA of $26.3 million was 285%, or $19.5 million, above the prior year period.

Year-to-date sales of $98.1 million increased $52.5 million, or 115%, versus the prior year period.

Harvest volumes increased 84% to 939,000 tons versus 509,000 tons in the prior year period, primarily driven by 480,000 tons of incremental volume from legacy PotlatchDeltic timberlands.

Average delivered prices for domestic sawtimber increased to $110.27 per ton versus $93.39 per ton in the prior year period, primarily reflecting geographic mix due to the addition of Idaho sawtimber (most of which is indexed to lumber prices), which more than offset modestly lower prices in the Pacific Northwest.

Average delivered pulpwood prices increased to $37.80 per ton versus $30.79 per ton in the prior year period, primarily due to improved pulpwood demand and less competition from sawmill residuals, as well as geographic mix impacts from the addition of the legacy PotlatchDeltic timberlands.

Operating income of $12.1 million increased $10.4 million versus the prior year period due to higher prices ($13.5 million), higher volumes ($9.0 million) and higher non-timber income ($1.0 million), partially offset by higher costs ($10.2 million) and higher depletion expense ($3.0 million).

Year-to-date Adjusted EBITDA of $34.9 million was 174%, or $22.2 million, above the prior year period.

WOOD PRODUCTS

First quarter sales totaled $108.5 million, consisting of $87.2 million of lumber sales and $21.3 million of plywood, residual, and other sales.

Improved supply-demand conditions due to capacity curtailments announced last year, coupled with seasonal restocking ahead of the spring building season, drove higher lumber prices throughout the first quarter, particularly for southern yellow pine.

Second quarter sales totaled $196.2 million, consisting of $158.6 million of lumber sales and $37.5 million of plywood, residual, and other sales.

Lumber pricing increased steadily throughout the second quarter as import duties, mill curtailments, and trucking shortages constricted supply.

Lumber shipments totaled 314 MMBF, with average lumber price realizations of $505 per thousand board feet.

While shipment volumes were impacted by adverse weather in both our Northern and Southern mills, overall manufacturing costs per unit remained stable.

Industrial plywood demand and costs were also relatively stable during the quarter.

First quarter operating loss and Adjusted EBITDA were $1.0 million and $6.8 million, respectively.

First quarter sales of $59.8 million increased $49.6 million versus the prior year period, while operating income of $27.4 million increased $28.3 million versus the prior year period.

Second quarter operating income and Adjusted EBITDA were $15.1 million and $25.0 million, respectively.

Year-to-date sales totaled $304.6 million, consisting of $245.8 million of lumber sales and $58.8 million of plywood, residual, and other sales.

Lumber pricing improved throughout the first half of the year, as capacity curtailments and seasonal restocking ahead of the spring building season drove higher prices in the first quarter, followed by further tightening in the second quarter from import duties, mill curtailments, and trucking shortages.

Lumber shipments totaled 513 MMBF, with average lumber price realizations of $479 per thousand board feet.

Year-to-date operating income and Adjusted EBITDA were $14.1 million and $31.8 million, respectively.

Second quarter sales of $53.7 million increased $24.2 million versus the prior year period, while operating income of $28.3 million increased $18.5 million versus the prior year period.

Sales and operating income increased primarily due to higher acres sold (7,500 acres sold versus 3,263 acres sold in the prior year period), partially offset by lower weighted-average prices ($6,290 per acre versus $8,340 per acre in the prior year period).

Improved Development sales of $6.6 million included $3.5 million from the Heartwood development project south of Savannah, Georgia and $3.1 million from the Chenal Valley development project in Little Rock, Arkansas.

Sales in Heartwood consisted of a 32-acre church site for $2.2 million ($68,000 per acre) and two commercial properties totaling 2.4 acres for $1.3 million ($538,000 per acre).

Sales in Chenal Valley included 20 residential lots for $3.1 million ($157,000 per lot).

This compares to Improved Development sales of $3.3 million in the prior year period.

Improved Development sales of $6.4 million included $2.3 million from the Chenal Valley development project in Little Rock, Arkansas, $2.1 million from the Heartwood development project south of Savannah, Georgia, $1.0 million from the Wildlight development project north of Jacksonville, Florida, and $1.0 million from the sale of a 0.5-acre commercial-use parcel in Kitsap County, Washington.

Rural sales of $40.7 million consisted of 7,490 acres at an average price of $5,439 per acre, including a 459-acre sale to a solar developer for $10,100 per acre.

This compares to prior year period sales of $15.7 million, which consisted of 2,926 acres at an average price of $5,376 per acre.

First quarter Adjusted EBITDA of $46.2 million increased $44.2 million versus the prior year period.

Second quarter Adjusted EBITDA of $38.3 million increased $19.7 million versus the prior year period.

Year-to-date sales of $113.4 million increased $73.8 million versus the prior year period, while operating income of $55.6 million increased $46.8 million versus the prior year period.

Sales and operating income increased in the first six months primarily due to higher acres sold (15,196 acres sold versus 4,294 acres sold in the prior year period), partially offset by lower weighted-average prices ($6,791 per acre versus $8,332 per acre in the prior year period).

Year-to-date Adjusted EBITDA of $84.5 million increased $63.9 million versus the prior year period.

CORPORATE AND OTHER EXPENSE

First quarter corporate and other operating expenses of $82.8 million increased $73.4 million versus the prior year period, primarily due to $70.4 million of costs related to the merger with PotlatchDeltic.

Second quarter corporate and other operating expenses of $28.7 million increased $19.4 million versus the prior year period, primarily reflecting the larger scale of the combined company and $10.4 million of costs related to the merger with PotlatchDeltic.

Year-to-date corporate and other operating expenses of $111.4 million increased $92.7 million versus the prior year period, primarily reflecting the larger scale of the combined company and $80.8 million of costs related to the merger with PotlatchDeltic.

The prior year period included $1.1 million of restructuring charges.

INTEREST EXPENSE, NET

First quarter interest expense of $14.3 million increased $7.9 million versus the prior year period, primarily due to incremental debt assumed in the merger with PotlatchDeltic.

Second quarter and year-to-date interest expense of $16.9 million and $31.3 million increased $10.4 million and $18.3 million, respectively, versus the prior year period, primarily due to incremental debt assumed in the merger with PotlatchDeltic.

INTEREST INCOME

First quarter interest income of $7.2 million increased $4.3 million versus the prior year period, primarily due to a higher cash balance following the sale of the Company’s New Zealand joint venture interest in the second quarter of 2025.

OTHER MISCELLANEOUS INCOME (EXPENSE), NET

First quarter other miscellaneous income of $0.9 million compares to prior year period other miscellaneous expense of $1.9 million, which included $1.7 million of net costs associated with legal settlements.

INCOME TAX BENEFIT (EXPENSE)

First quarter income tax benefit of $39.4 million versus $0.3 million of income tax expense in the prior year period was primarily driven by a $40.3 million benefit associated with the release of a valuation allowance.

This valuation allowance was primarily related to net operating losses generated by the Company’s taxable REIT subsidiary, which are now expected to be utilized following the merger with PotlatchDeltic.

INCOME FROM OPERATIONS OF DISCONTINUED OPERATIONS, NET OF TAX

Second quarter and year-to-date interest income of $4.9 million and $12.0 million increased $2.5 million and $6.8 million, respectively, versus the prior year period, primarily due to a higher cash balance following the sale of the Company’s New Zealand joint venture interest in the second quarter of 2025.

OTHER MISCELLANEOUS (EXPENSE) INCOME, NET

Second quarter other miscellaneous expense of $0.5 million was flat compared to the prior year period.

Year-to-date other miscellaneous income of $0.4 million compares to prior period other miscellaneous expense of $2.4 million, which included $1.7 million of net costs associated with legal settlements.

INCOME TAX (EXPENSE) BENEFIT

Second quarter income tax expense of $2.9 million was primarily driven by income generated from the Company’s Wood Products and Real Estate development businesses.

Year-to-date income tax benefit of $36.6 million versus $0.3 million of income tax expense in the prior year period was primarily driven by a $40.3 million benefit associated with the release of a valuation allowance.

This valuation allowance was primarily related to net operating losses generated by our taxable REIT subsidiary, which are now expected to be utilized following the merger with PotlatchDeltic.

INCOME FROM DISCONTINUED OPERATIONS

Discontinued operations relates to the sale of our New Zealand joint venture, which was completed on June 30, 2025.

There was no income from discontinued operations in the first quarter of 2026.

The prior year period

included income from operations of discontinued operations, net of tax of $2.5 million.

There was no income from discontinued operations in the first and second quarter of 2026.

Second quarter prior period income of $403.8 million included a $404.4 million gain on the sale of our New Zealand joint venture interest and a $0.6 million loss from operations of discontinued operations, net of tax.

The prior period year-to-date income of $406.3 million included a $404.4 million gain on the sale of our New Zealand joint venture interest and $1.9 million of income from operations of discontinued operations, net of tax.

See Note 3 — Discontinued Operations for additional information.

SHARE REPURCHASES

During the first quarter, the Company repurchased approximately 1.5 million shares at an average price of $20.98 per share, or $31.1 million in total.

As of March 31, 2026, the Company had $198.4 million remaining on its current share repurchase authorization.

In our Southern Timber segment, we expect full-year harvest volumes of 12.1 to 12.6 million tons, with anticipated harvest volumes of 2.9 to 3.1 million tons in the second quarter.

We expect regional sawtimber and pulpwood prices to remain relatively stable for the second quarter compared to the first quarter.

During the second quarter, the Company repurchased approximately 3.5 million shares at an average price of $20.95 per share, or $72.4 million in total.

As of June 30, 2026, the Company had $126.0 million remaining on its current share repurchase authorization.

Year-to-date, the Company repurchased approximately 4.9 million shares at an average price of $20.96 per share, or $103.5 million in total.

In our Southern Timber segment, we expect full-year harvest volumes of 12.2 to 12.5 million tons, with anticipated harvest volumes of 3.1 to 3.3 million tons in the third quarter.

We expect regional sawtimber and pulpwood prices to remain relatively stable for the third quarter compared to the second quarter.

However, full-year and quarterly average pine prices for the combined company’s Southern Timber segment are expected to be lower than the standalone prices for Rayonier in the prior year based on the geographic mix of the combined company.

In our Northwest Timber segment, we expect full-year harvest volumes of 2.0 to 2.3 million tons, with anticipated harvest volumes of approximately 500,000 tons in the second quarter.

We expect overall sawtimber prices to be higher in the second quarter compared to the first quarter primarily due to the addition of PotlatchDeltic’s Idaho timberlands.

We continue to expect that full-year 2026 average log pricing for the combined company’s Northwest Timber segment will be higher than the standalone pricing for Rayonier in the prior year.

Following the merger, our Northwest pricing is more sensitive to fluctuations in lumber pricing, as a significant portion of our sawlog sales in Idaho are indexed to lumber prices.

In our Wood Products segment, we continue to expect lumber shipments to total ~1.1 billion board feet for the 11 months of contribution in 2026.

We further expect lumber shipments in the second quarter of approximately 310 to 320 million board feet.

We were encouraged by the positive trajectory in lumber prices through mid-April, but pricing in recent weeks across some products has moderated amid more balanced supply/demand dynamics.

Based on quarter-to-date price realizations and current lumber pricing, we expect the contribution from the Wood Products segment to be higher in the second quarter as compared to the first quarter results.

In our Real Estate segment, we are pleased by the continued momentum and maintain a strong pipeline of rural and improved development land sales for the balance of the year.

In our Northwest Timber segment, we expect full-year harvest volumes of 2.0 to 2.2 million tons, with anticipated harvest volumes of approximately 600,000 tons in the third quarter.

We expect overall sawtimber prices to be modestly higher in the third quarter compared to the second quarter, primarily due to higher indexed sawlog prices on a portion of the volume coming from our Idaho timberlands.

We also continue to expect that full-year 2026 average log pricing for the combined company’s Northwest Timber segment will be higher than the standalone pricing for Rayonier in the prior year.

In our Wood Products segment, we continue to expect lumber shipments to total approximately 1.1 billion board feet for the 11 months of contribution in 2026.

We further expect lumber shipments in the third quarter of approximately 320 to 330 million board feet.

We continue to see improvement in lumber prices, which has been driven largely by more favorable supply/demand dynamics in addition to broader transportation constraints.

As of July month-end, our average quarter-to-date lumber price realization was modestly higher than our average price realization in the second quarter.

In our Real Estate segment, momentum has continued, and we maintain a strong pipeline of rural and improved development land sales for the balance of the year.

LIQUIDITY AND CAPITAL RESOURCES

Our principal source of cash is cash flow from operations, primarily the harvesting of timber and sales of real estate.

Our principal source of cash is cash flow from operations, primarily the harvesting of timber, sale of lumber and plywood and sales of real estate and is highly dependent on the selling prices and volumes of our products and can vary from period to period.

As an UPREIT, our main use of cash is dividends on Rayonier Inc.

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We also use cash to maintain the productivity of our timberlands through replanting and silviculture, and to maintain and improve our Wood Products manufacturing facilities through capital expenditures and other investments.

Our operations have generally produced consistent cash flow and required limited capital resources;

however, acquisitions generally require funding from external sources or Large Dispositions.

Acquisitions generally require funding from external sources or Large Dispositions.

SUMMARY OF LIQUIDITY AND FINANCING COMMITMENTS

March 31, December 31,

June 30, December 31,

(millions of dollars) 2026 2025

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Net debt to enterprise value (b)(c) 18 % 6 %

(a) Total debt as of March 31, 2026 and December 31, 2025 reflects principal on long-term debt and current maturities of long-term debt, gross of deferred financing costs and unamortized discounts.

(a) Total debt as of June 30, 2026 and December 31, 2025 reflects principal on long-term debt and current maturities of long-term debt, gross of deferred financing costs and unamortized discounts.

(b) Net debt is calculated as total debt less cash and cash equivalents.

“OP” units) plus net debt based on Rayonier’s share price of $20.62 and $21.65 as of March 31, 2026 and December 31, 2025, respectively.

The following table summarizes our cash flows from operating, investing and financing activities for the three months ended March 31, 2026 and 2025:

“OP” units) plus net debt based on Rayonier’s share price of $21.28 and $21.65 as of June 30, 2026 and December 31, 2025, respectively.

The following table summarizes our cash flows from operating, investing and financing activities for the six months ended June 30, 2026 and 2025:

(millions of dollars) 2026 2025

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CASH PROVIDED BY OPERATING ACTIVITIES

Cash provided by operating activities increased $6.9 million from the prior year period, primarily due to favorable change in working capital and improved operating results, including contributions from the legacy PotlatchDeltic operations following the merger, mostly offset by merger-related costs.

CASH USED FOR INVESTING ACTIVITIES

Cash used for investing activities increased $31.6 million from the prior year period.

This is primarily due to the net cash consideration transferred in our merger with PotlatchDeltic ($24.8 million), higher capital expenditures from continuing operations ($8.4 million), higher real estate development investments ($0.5 million) and other investing activities ($4.8 million), partially offset by interest received under swaps with other-than-insignificant financing elements ($4.1 million) and lower capital expenditures from discontinued operations ($2.7 million).

Cash provided by operating activities increased $56.5 million from the prior year period, primarily due to improved operating results and contributions from the legacy PotlatchDeltic operations, partially offset by merger-related costs and working capital changes.

CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES

Cash used for investing activities was $69.3 million in the current period compared to cash provided by investing activities of $658.3 million in the prior year period.

This is primarily due to net proceeds from the sale of the New Zealand joint venture interest in the prior year period ($687.6 million), the net cash consideration transferred in our merger with PotlatchDeltic ($24.8 million), higher capital expenditures from continuing operations ($20.4 million), lower cash provided by the sale of property, plant and equipment and other investing activities ($10.9 million) and higher real estate development investments ($1.4 million), partially offset by interest received under swaps with other-than-insignificant financing elements ($10.4 million) and lower capital expenditures from discontinued operations ($7.1 million).

CASH USED FOR FINANCING ACTIVITIES

Cash used for financing activities increased $298.5 million from the prior year period.

This was primarily due to higher share repurchases ($29.4 million), repayments of debt ($27.5 million), higher equity issuance costs ($0.9 million) and finance lease payments ($0.8 million), partially offset by lower dividends paid on common shares ($29.3 million), (as the current year period reflects dividends on incremental shares issued in connection with the PotlatchDeltic merger, while the prior year period included a $67.8 million special dividend), lower distributions to noncontrolling interests in consolidated affiliates ($1.9 million) and lower distributions to noncontrolling interests in the Operating Partnership ($1.0 million).

This was primarily due to repayments of debt ($227.5 million), higher share repurchases ($66.5 million), higher dividends paid on common shares ($5.8 million), higher finance lease payments ($2.1 million) and equity issuance costs ($0.9 million), partially offset by lower distributions to noncontrolling interests in consolidated affiliates ($3.1 million) and lower distributions to noncontrolling interests in the Operating Partnership ($1.2 million).

FUTURE USES OF CASH

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Long-term debt (a) $1,859.5 — $438.8 $574.7 $846.0

Current maturities of long-term debt (b) 200.0 200.0 — — —

Interest payments on long-term debt (c) 411.4 72.9 161.0 97.0 80.5

Operating leases — timberland (d) 22.1 2.7 5.4 4.2 9.8

Operating leases — PP&E, offices (d) 7.0 2.5 4.0 0.5 —

Finance leases — PP&E (d) 13.6 4.2 7.3 2.1 —

Interest payments on long-term debt (b) 389.7 45.9 162.8 99.0 82.0

Operating leases — timberland (c) 21.8 2.4 5.4 4.2 9.8

Operating leases — PP&E, offices (c)(d) 22.3 1.8 5.5 3.4 11.6

Finance leases — PP&E (c) 13.3 3.0 7.9 2.4 —

Commitments — real estate projects (e) 94.4 27.8 55.1 7.4 4.1

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See Note 8 — Debt for additional information.

(b) The book value of current maturities of long-term debt is recorded on our Consolidated Balance Sheets net of an immaterial amount of deferred financing costs.

See Note 8 — Debt for additional information.

(c) Projected interest payments for variable-rate debt were calculated based on outstanding principal amounts and interest rates as of March 31, 2026 and excludes the impact of hedging.

(d) Excludes anticipated renewal options.

(b) Projected interest payments for variable-rate debt were calculated based on outstanding principal amounts and interest rates as of June 30, 2026 and excludes the impact of hedging.

(d) Includes $14.9 million of future lease payments related to our new Atlanta, Georgia office lease which was executed in June 2026 with a 12-year term that commenced on July 14, 2026.

(e) Commitments — real estate projects primarily consists of payments expected to be made on real estate development projects.

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

In April 2026, we repaid the $200.0 million 2016 Incremental Term Loan at its scheduled maturity using cash on hand.

See Note 8 — Debt for additional information regarding our debt maturity profile.

Future share repurchases, if any, will depend on the Company’s liquidity and cash flow, general market conditions, and other considerations, including capital allocation priorities.

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These off-balance sheet arrangements are not considered a source of liquidity or capital resources and do not expose us to material risks or material unfavorable financial impacts.

See Note 14 — Guarantees for details on the letters of credit and surety bonds as of March 31, 2026.

See Note 14 — Guarantees for details on the letters of credit and surety bonds as of June 30, 2026.

SUMMARY OF GUARANTOR FINANCIAL INFORMATION

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There are no material restrictions on dividends from these operating subsidiaries.

Because the PotlatchDeltic Guarantors joined the obligor group during the quarter, the summarized financial information as of March 31, 2026 reflects the expanded obligor group, while the December 31, 2025 information reflects only Rayonier, L.P.

Because the PotlatchDeltic Guarantors joined the obligor group during the quarter, the summarized financial information as of June 30, 2026 reflects the expanded obligor group, while the December 31, 2025 information reflects only Rayonier, L.P.

and the original three guarantors.

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The summarized balance sheet information for the consolidated obligor group of debt issued by Rayonier, L.P.

for the three months ended March 31, 2026 and year ended December 31, 2025 are provided in the table below:

(in millions) March 31, 2026 December 31, 2025

for the six months ended June 30, 2026 and year ended December 31, 2025 are provided in the table below:

(in millions) June 30, 2026 December 31, 2025

Current assets $590.6 $854.0

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The summarized results of operations information for the consolidated obligor group of debt issued by Rayonier, L.P.

for the three months ended March 31, 2026 and year ended December 31, 2025 are provided in the table below:

(in millions) March 31, 2026 December 31, 2025

for the six months ended June 30, 2026 and year ended December 31, 2025 are provided in the table below:

(in millions) June 30, 2026 December 31, 2025

Cost and expenses ($511.3) ($37.4)

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RESTRICTED CASH

See Note 24 — Restricted Cash for further information regarding cash held in escrow.

See Note 24 — Restricted Cash for further information regarding funds deposited with a third-party intermediary and cash held in escrow.

PERFORMANCE AND LIQUIDITY INDICATORS

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It excludes specific items that management believes are not indicative of the Company’s ongoing operating results.

We define Adjusted EBITDA as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and improved development, non-operating income and expense, costs related to the merger with PotlatchDeltic, an inventory purchase price adjustment in cost of sales, income from operations of discontinued operations, restructuring charges and Large Dispositions.

We define Adjusted EBITDA as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and improved development, non-operating income and expense, costs related to the merger with PotlatchDeltic, 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.

Management uses CAD as a liquidity measure.

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CAD and Adjusted CAD are not necessarily indicative of the CAD that may be generated in future periods.

We reconcile Adjusted EBITDA to Net Loss for the consolidated Company and to Operating Income (Loss) for the segments, as those are the most comparable GAAP measures for each.

The following table provides a reconciliation of Net Loss to Adjusted EBITDA for the respective periods (in millions of dollars):

We reconcile Adjusted EBITDA to Net Income for the consolidated Company and to Operating Income for the segments, as those are the most comparable GAAP measures for each.

The following table provides a reconciliation of Net Income to Adjusted EBITDA for the respective periods (in millions of dollars):

Three Months Ended

Net Loss to Adjusted EBITDA Reconciliation

Net Loss ($12.5) ($3.1)

June 30, Six Months Ended

2026 2025 2026 2025

Net Income to Adjusted EBITDA Reconciliation

Net Income $19.2 $413.6 $6.7 $410.5

Interest, net and miscellaneous expense 12.1 4.2 19.2 7.7

Income tax (benefit) expense (a) (39.4) 0.3

Income tax expense (benefit) (a) 2.9 — (36.6) 0.3

Depreciation, depletion and amortization 70.4 23.4 126.6 46.9

Non-cash cost of land and improved development 6.0 6.9 18.0 9.3

Non-operating (income) expense (b) (0.9) 1.8

Non-operating expense (income) (b) 0.5 0.6 (0.4) 2.4

Costs related to the merger with PotlatchDeltic (c) 10.4 — 80.8 —

Inventory purchase price adjustment in cost of sales (d) 1.2 —

Restructuring charges (e) — 1.1

Income from operations of discontinued operations, net of tax (f) — (2.5)

Timber write-offs resulting from casualty events (d) 2.3 — 2.3 —

Inventory purchase price adjustment in cost of sales (e) — — 1.2 —

Loss (income) from operations of discontinued operations, net of tax (f) — 0.6 — (1.9)

Gain on sale of discontinued operations (g) — (404.4) — (404.4)

Restructuring charges (h) — — — 1.1

Adjusted EBITDA $123.7 $44.9 $217.8 $71.9

(a) The three months ended March 31, 2026 includes a $40.3 million tax benefit from our valuation allowance release.

(b) The three months ended March 31, 2025 includes $1.7 million of net costs associated with legal settlements.

(a) The six months ended June 30, 2026 includes a $40.3 million tax benefit from the release of a valuation allowance.

(b) The six months ended June 30, 2025 includes $1.7 million of net costs associated with legal settlements.

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

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

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

(f) Income from operations of discontinued operations, net of tax includes income generated by the Company's New Zealand joint venture interest, which was classified as discontinued operations prior to its June 30, 2025 disposition.

(d) 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.

(e) 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.

(f) Loss (income) from operations of discontinued operations, net of tax includes loss (income) generated by the Company's New Zealand joint venture interest, which was classified as discontinued operations prior to its June 30, 2025 disposition.

(g) Gain on sale of discontinued operations reflects the net gain recognized on the sale of the Company’s New Zealand joint venture interest.

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

The following tables provide a reconciliation of Operating Income (Loss) by segment to Adjusted EBITDA by segment for the respective periods (in millions of dollars):

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Other Intersegment Eliminations Total

March 31, 2026

Operating income (loss) $12.4 ($0.4) ($1.0) $27.4 ($82.8) ($1.2) ($45.7)

June 30, 2026

Operating income $8.1 $12.6 $15.1 $28.3 ($28.7) ($0.8) $34.6

Depreciation, depletion and amortization 42.2 13.8 9.9 3.9 0.6 — 70.4

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Costs related to the merger with PotlatchDeltic (a) — — — — 10.4 — 10.4

Inventory purchase price adjustment in cost of sales (b) — — 1.2 — — — 1.2

Timber write-offs resulting from casualty events (b) 2.3 — — — — — 2.3

Adjusted EBITDA $52.6 $26.3 $25.0 $38.3 ($17.7) ($0.8) $123.7

March 31, 2025

June 30, 2025

Operating income $12.6 $1.5 — $9.8 ($9.3) — $14.5

Depreciation, depletion and amortization 15.8 5.4 — 1.9 0.4 — 23.4

Non-cash cost of land and improved development — — — 6.9 — — 6.9

Adjusted EBITDA $28.4 $6.8 — $18.6 ($8.9) — $44.9

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

(b) 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.

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

Other Intersegment Eliminations Total

June 30, 2026

Operating income (loss) $20.5 $12.1 $14.1 $55.6 ($111.4) ($2.0) ($11.0)

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Non-cash cost of land and improved development — — — 18.0 — — 18.0

Restructuring charges (c) — — — — 1.1 — 1.1

Costs related to the merger with PotlatchDeltic (a) — — — — 80.8 — 80.8

Timber write-offs resulting from casualty events (b) 2.3 — — — — — 2.3

Inventory purchase price adjustment in cost of sales (c) — — 1.2 — — — 1.2

Adjusted EBITDA $98.1 $34.9 $31.8 $84.5 ($29.5) ($2.0) $217.8

June 30, 2025

Operating income $22.7 $1.8 — $8.8 ($18.7) — $14.6

Depreciation, depletion and amortization 32.7 11.0 — 2.4 0.8 — 46.9

Non-cash cost of land and improved development — — — 9.3 — — 9.3

Restructuring charges (d) — — — — 1.1 — 1.1

Adjusted EBITDA $55.4 $12.7 — $20.6 ($16.8) — $71.9

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

(b) 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.

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

The following table provides a reconciliation of Cash Provided by Operating Activities to Adjusted CAD (in millions of dollars):

Three Months Ended March 31,

Six Months Ended June 30,

Cash provided by operating activities $145.2 $88.7

6 unchanged sentences

Adjusted CAD ($50.4) $46.7

Cash used for investing activities ($53.1) ($21.4)

Cash (used for) provided by investing activities ($69.3) $658.3

Cash used for financing activities ($497.1) ($198.6)

2 unchanged sentences

The following table provides supplemental cash flow data (in millions of dollars):

Three Months Ended March 31,

Six Months Ended June 30,

Real Estate Development Investments ($9.6) ($8.2)

1 unchanged sentence

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 2. Management’s Discussion and Analysis