Item 1. Financial Statements
Item 1. Financial Statements
RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(Dollars in thousands, except per share amounts)
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
SALES ( NOTE 5 )
$ 396,479 $ 106,538 $ 673,266 $ 189,459
Costs and Expenses
Cost of sales ( 320,814 ) ( 74,906 ) ( 551,150 ) ( 139,858 )
Selling and general expenses ( 30,738 ) ( 16,922 ) ( 52,413 ) ( 33,613 )
Other operating expense, net ( Note 20 )
( 10,312 ) ( 165 ) ( 80,741 ) ( 1,384 )
( 361,864 ) ( 91,993 ) ( 684,304 ) ( 174,855 )
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 (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 )
INCOME FROM CONTINUING OPERATIONS 19,243 9,769 6,729 4,176
DISCONTINUED OPERATIONS, NET ( NOTE 3 )
(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
Less: Net income attributable to noncontrolling interests in the Operating Partnership ( 106 ) ( 5,476 ) ( 24 ) ( 5,430 )
Less: 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
OTHER COMPREHENSIVE INCOME (LOSS), RELATING TO CONTINUING OPERATIONS
Cash flow hedges, net of income tax effect of $ 359 , $ 0 , $ 374 and $ 0
10,234 ( 5,968 ) 12,490 ( 14,727 )
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
— 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
Less: Comprehensive income attributable to noncontrolling interests in the Operating Partnership ( 163 ) ( 6,071 ) ( 96 ) ( 5,973 )
Less: Comprehensive income attributable to noncontrolling interests in consolidated affiliates — ( 1,707 ) — ( 2,605 )
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC. $ 29,312 $ 453,137 $ 19,120 $ 445,837
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 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 Income $ 0.06 $ 2.63 $ 0.02 $ 2.60
See Notes to Consolidated Financial Statements.
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RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
June 30, 2026 December 31, 2025
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 411,760 $ 842,944
Trade receivables, less allowance for doubtful accounts of $ 131 and $ 209
51,500 9,101
Other receivables 13,726 7,171
Inventory ( Note 16 )
125,303 6,834
Prepaid expenses 19,539 9,873
Assets held for sale ( Note 25 )
59,108 5,429
Other current assets 244 2,403
Total current assets 681,180 883,755
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION 5,791,117 2,299,484
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT
INVESTMENTS ( NOTE 15 )
188,379 126,090
PROPERTY, PLANT AND EQUIPMENT
Land 23,719 5,581
Buildings 106,258 24,493
Machinery and equipment 471,723 6,977
Construction in progress 9,994 2,386
Total property, plant and equipment, gross 611,694 39,437
Less — accumulated depreciation ( 39,137 ) ( 20,909 )
Total property, plant and equipment, net 572,557 18,528
RESTRICTED CASH, NON-CURRENT ( NOTE 24 )
10,505 495
OPERATING LEASE RIGHT-OF-USE ASSETS ( NOTE 17 )
23,875 16,286
OTHER ASSETS 196,050 60,015
TOTAL ASSETS $ 7,463,663 $ 3,404,653
LIABILITIES, NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable $ 30,852 $ 12,775
Current maturities of long-term debt, net ( Note 8 )
— 199,982
Accrued taxes 14,413 5,070
Accrued payroll and benefits 47,609 15,740
Accrued interest 8,201 4,517
Deferred revenue 48,523 19,260
Other current liabilities 41,625 13,937
Total current liabilities 191,223 271,281
LONG-TERM DEBT, NET ( NOTE 8 )
1,855,270 845,335
PENSION AND OTHER POSTRETIREMENT BENEFITS, NON-CURRENT ( NOTE 18 )
60,150 1,399
LONG-TERM DEFERRED REVENUE 13,161 9,600
LONG-TERM DEFERRED TAX LIABILITIES, NET 38,985 83
OTHER NON-CURRENT LIABILITIES 54,195 26,757
COMMITMENTS AND CONTINGENCIES ( NOTE 11 and 12 )
NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP ( NOTE 6 )
38,527 40,463
SHAREHOLDERS’ EQUITY
Common shares, 480,000,000 shares authorized, 298,607,178 and 161,425,616 shares issued and outstanding
5,150,249 1,904,376
Retained earnings 24,946 280,873
Accumulated other comprehensive income ( Note 23 )
36,957 24,486
TOTAL SHAREHOLDERS’ EQUITY 5,212,152 2,209,735
TOTAL LIABILITIES, NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP AND SHAREHOLDERS’ EQUITY $ 7,463,663 $ 3,404,653
See Notes to Consolidated Financial Statements.
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RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)
(Dollars in thousands, except share data)
Common Shares Retained
Earnings Accumulated
Other
Comprehensive Income Shareholders’
Equity
Shares Amount
Balance, January 1, 2026 161,425,616 $ 1,904,376 $ 280,873 $ 24,486 $ 2,209,735
Net loss — — ( 12,514 ) — ( 12,514 )
Net loss attributable to noncontrolling interests in the Operating Partnership — — 82 — 82
Dividends ($ 0.26 per share) (a)
— — ( 81,096 ) — ( 81,096 )
Dividend equivalents on deferred stock — 93 ( 93 ) — —
Issuance of common shares associated with the merger with PotlatchDeltic, net of equity issuance costs of $ 0.9 million
140,872,342 3,202,571 — — 3,202,571
Replacement equity awards granted in connection with the merger with PotlatchDeltic — precombination service portion — 24,983 — — 24,983
Issuance of common shares under incentive stock plans 903,045 — — — —
Stock-based incentive compensation — 15,413 — — 15,413
Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 45,564 ) ( 1,006 ) — — ( 1,006 )
Repurchase of common shares made under repurchase program ( 1,480,753 ) — ( 31,068 ) — ( 31,068 )
Adjustment of noncontrolling interests in the Operating Partnership — — 1 — 1
Conversion of units into common shares 637 14 — — 14
Pension and postretirement benefit plans — — — ( 1 ) ( 1 )
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. Consolidated Statements of Cash Flows and Note 6 — Noncontrolling Interests .
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RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (CONTINUED)
(Unaudited)
(Dollars in thousands, except share data)
Common Shares Retained
Earnings Accumulated
Other
Comprehensive Income (Loss) Noncontrolling Interests in Consolidated Affiliates Shareholders’
Equity
Shares Amount
Balance, January 1, 2025 148,536,643 $ 1,522,487 $ 257,254 ($ 10,429 ) $ 11,221 $ 1,780,533
Loss from continuing operations — — ( 5,592 ) — — ( 5,592 )
Income from discontinued operations — — 2,122 — 385 2,507
Net loss attributable to noncontrolling interests in the Operating Partnership — — 46 — — 46
Dividends ($ 0.2725 per share) (a)
— — ( 42,686 ) — — ( 42,686 )
Issuance of common shares from special dividend (b) 7,560,983 200,454 — — — 200,454
Issuance of common shares under incentive stock plans 5,566 — — — — —
Stock-based incentive compensation — 2,281 — — — 2,281
Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 1,420 ) ( 38 ) — — — ( 38 )
Repurchase of common shares made under repurchase program ( 95,000 ) — ( 2,623 ) — — ( 2,623 )
Adjustment of noncontrolling interests in the Operating Partnership — — ( 4,341 ) — — ( 4,341 )
Conversion of units into common shares 1,000 28 — — — 28
Pension and postretirement benefit plans — — — ( 2 ) — ( 2 )
Foreign currency translation adjustment — — — 3,515 118 3,633
Cash flow hedges, net of tax — — — ( 7,441 ) 394 ( 7,047 )
Allocation of other comprehensive loss to noncontrolling interests in the Operating Partnership — — — 53 — 53
Distributions to noncontrolling interests in consolidated affiliates — — — — ( 1,911 ) ( 1,911 )
Balance, March 31, 2025 156,007,772 $ 1,725,212 $ 204,180 ($ 14,304 ) $ 10,207 $ 1,925,295
Income from continuing operations — — 9,769 — — 9,769
Income (loss) from discontinued operations — — 404,415 — ( 577 ) 403,838
Net income attributable to noncontrolling interests in the Operating Partnership — — ( 5,476 ) — — ( 5,476 )
Deconsolidation of discontinued operations — — — 29,068 ( 10,744 ) 18,324
Dividends ($ 0.2725 per share) (a)
— — ( 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. Consolidated Statements of Cash Flows and Note 6 — Noncontrolling Interests .
(b) Reflects the issuance of shares related to the Company’s special dividend of $ 1.80 per common share, paid on January 30, 2025, to shareholders of record as of December 12, 2024. This dividend comprised a combination of cash and the Company’s common shares.
See Notes to Consolidated Financial Statements.
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RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
Six Months Ended June 30,
2026 2025
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
Depreciation, depletion and amortization from discontinued operations — 9,081
Non-cash cost of land and improved development 18,033 9,302
Stock-based incentive compensation expense 21,266 5,909
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
Changes in operating assets and liabilities:
Receivables ( 12,204 ) 4,890
Inventories ( 1,234 ) 233
Accounts payable 9,827 ( 1,903 )
All other operating activities ( 14,999 ) 1,737
CASH PROVIDED BY OPERATING ACTIVITIES 145,169 88,687
INVESTING ACTIVITIES
Capital expenditures from continuing operations ( 42,789 ) ( 22,427 )
Capital expenditures from discontinued operations — ( 7,098 )
Real estate development investments ( 9,572 ) ( 8,176 )
Net cash consideration for merger with PotlatchDeltic ( 24,769 ) —
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) PROVIDED BY INVESTING ACTIVITIES ( 69,258 ) 658,265
FINANCING ACTIVITIES
Repayment of debt ( 227,500 ) —
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 ) —
Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 3,234 ) ( 2,678 )
Repurchase of common shares made under repurchase program ( 103,460 ) ( 37,551 )
Payments made under finance leases ( 2,066 ) —
Distributions to noncontrolling interests in consolidated affiliates — ( 3,082 )
CASH USED FOR FINANCING ACTIVITIES ( 497,085 ) ( 198,609 )
EFFECT OF EXCHANGE RATE CHANGES ON CASH — 1,390
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Change in cash, cash equivalents and restricted cash ( 421,174 ) 549,733
Balance from continuing operations, beginning of year 843,439 323,107
Balance from discontinued operations, beginning of year — 20,093
Total Balance, beginning of year $ 843,439 $ 343,200
Balance from continuing operations, end of period 422,265 892,933
Balance from discontinued operations, end of period — —
Total Balance, end of period $ 422,265 $ 892,933
(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.
(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.
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RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
(Dollars in thousands)
Six Months Ended June 30,
2026 2025
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period:
Interest (a) $ 9,394 $ 9,296
Income taxes (b) 530 4,038
Non-cash investing and financing activity:
Capital assets purchased on account 5,864 7,430
Equity consideration for the merger with PotlatchDeltic 3,228,420 —
Issuance of common shares from special dividend — 200,454
Issuance of Redeemable Operating Partnership Units from special distribution — 2,681
(a) Interest paid includes patronage 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.
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Table of Contents
RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(Dollars in thousands, except per unit amounts)
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
SALES ( NOTE 5 )
$ 396,479 $ 106,538 $ 673,266 $ 189,459
Costs and Expenses
Cost of sales ( 320,814 ) ( 74,906 ) ( 551,150 ) ( 139,858 )
Selling and general expenses ( 30,738 ) ( 16,922 ) ( 52,413 ) ( 33,613 )
Other operating expense, net ( Note 20 )
( 10,312 ) ( 165 ) ( 80,741 ) ( 1,384 )
( 361,864 ) ( 91,993 ) ( 684,304 ) ( 174,855 )
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 (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 )
INCOME FROM CONTINUING OPERATIONS 19,243 9,769 6,729 4,176
DISCONTINUED OPERATIONS, NET ( NOTE 3 )
(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
Less: 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 INCOME ATTRIBUTABLE TO UNITHOLDERS ATTRIBUTABLE TO:
Limited Partners 19,051 410,042 6,662 406,607
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
Cash flow hedges, net of income tax effect of $ 359 , $ 0 , $ 374 and $ 0
10,234 ( 5,968 ) 12,490 ( 14,727 )
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
— 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
Less: Comprehensive income attributable to noncontrolling interests in consolidated affiliates — ( 1,707 ) — ( 2,605 )
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER, L.P. UNITHOLDERS $ 29,475 $ 459,208 $ 19,216 $ 451,810
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 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 Income $ 0.06 $ 2.63 $ 0.02 $ 2.60
See Notes to Consolidated Financial Statements.
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RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
June 30, 2026 December 31, 2025
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 411,760 $ 842,944
Trade receivables, less allowance for doubtful accounts of $ 131 and $ 209
51,500 9,101
Other receivables 13,726 7,171
Inventory ( Note 16 )
125,303 6,834
Prepaid expenses 19,539 9,873
Assets held for sale ( Note 25 )
59,108 5,429
Other current assets 244 2,403
Total current assets 681,180 883,755
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION 5,791,117 2,299,484
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT
INVESTMENTS ( NOTE 15 )
188,379 126,090
PROPERTY, PLANT AND EQUIPMENT
Land 23,719 5,581
Buildings 106,258 24,493
Machinery and equipment 471,723 6,977
Construction in progress 9,994 2,386
Total property, plant and equipment, gross 611,694 39,437
Less — accumulated depreciation ( 39,137 ) ( 20,909 )
Total property, plant and equipment, net 572,557 18,528
RESTRICTED CASH, NON-CURRENT ( NOTE 24 )
10,505 495
OPERATING LEASE RIGHT-OF-USE ASSETS ( NOTE 17 )
23,875 16,286
OTHER ASSETS 196,050 60,015
TOTAL ASSETS $ 7,463,663 $ 3,404,653
LIABILITIES, REDEEMABLE OPERATING PARTNERSHIP UNITS AND CAPITAL
CURRENT LIABILITIES
Accounts payable $ 30,852 $ 12,775
Current maturities of long-term debt, net ( Note 8 )
— 199,982
Accrued taxes 14,413 5,070
Accrued payroll and benefits 47,609 15,740
Accrued interest 8,201 4,517
Deferred revenue 48,523 19,260
Other current liabilities 41,625 13,937
Total current liabilities 191,223 271,281
LONG-TERM DEBT, NET ( NOTE 8 )
1,855,270 845,335
PENSION AND OTHER POSTRETIREMENT BENEFITS, NON-CURRENT ( NOTE 18 )
60,150 1,399
LONG-TERM DEFERRED REVENUE 13,161 9,600
LONG-TERM DEFERRED TAX LIABILITIES, NET 38,985 83
OTHER NON-CURRENT LIABILITIES 54,195 26,757
COMMITMENTS AND CONTINGENCIES ( NOTE 11 and 12 )
REDEEMABLE OPERATING PARTNERSHIP UNITS ( NOTE 6 ) 1,634,153 and 1,682,894 Units outstanding, respectively
38,527 40,463
CAPITAL
General partners’ capital 51,733 21,834
Limited partners’ capital 5,121,574 2,161,543
Accumulated other comprehensive income ( Note 23 )
38,845 26,358
TOTAL CAPITAL 5,212,152 2,209,735
TOTAL LIABILITIES, REDEEMABLE OPERATING PARTNERSHIP UNITS AND CAPITAL $ 7,463,663 $ 3,404,653
See Notes to Consolidated Financial Statements.
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Table of Contents
RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL
(Unaudited)
(Dollars in thousands, except per unit data)
Units Accumulated
Other
Comprehensive Income Total Capital
General Partner’s Capital Limited Partners’ Capital
Balance, January 1, 2026 $ 21,834 $ 2,161,543 $ 26,358 $ 2,209,735
Net loss ( 126 ) ( 12,388 ) — ( 12,514 )
Distributions on units ($ 0.26 per unit)
( 815 ) ( 80,718 ) — ( 81,533 )
Issuance of common units associated with the merger with PotlatchDeltic, net of equity issuance costs of $ 0.9 million
32,026 3,170,545 — 3,202,571
Replacement equity awards granted in connection with the merger with PotlatchDeltic — precombination service portion 250 24,733 — 24,983
Stock-based incentive compensation 154 15,259 — 15,413
Repurchase of units to pay withholding taxes on vested incentive stock awards ( 10 ) ( 996 ) — ( 1,006 )
Repurchase of units made under repurchase program ( 311 ) ( 30,757 ) — ( 31,068 )
Adjustment of Redeemable Operating Partnership Units 5 501 — 506
Conversion of units into common shares 1 13 — 14
Pension and postretirement benefit plans — — ( 1 ) ( 1 )
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
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CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (CONTINUED)
(Unaudited)
(Dollars in thousands, except per unit data)
Units Accumulated
Other
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
Loss from continuing operations ( 56 ) ( 5,536 ) — — ( 5,592 )
Income from discontinued operations 21 2,101 — 385 2,507
Distributions on units ($ 0.2725 per unit)
( 432 ) ( 42,822 ) — — ( 43,254 )
Issuance of units from special distribution (a) 2,031 201,104 — — 203,135
Stock-based incentive compensation 23 2,258 — — 2,281
Repurchase of units to pay withholding taxes on vested incentive stock awards ( 1 ) ( 37 ) — — ( 38 )
Repurchase of units made under repurchase program ( 26 ) ( 2,597 ) — — ( 2,623 )
Adjustment of Redeemable Operating Partnership Units ( 63 ) ( 6,292 ) — — ( 6,355 )
Conversion of units into common shares — 28 — — 28
Pension and postretirement benefit plans — — ( 2 ) — ( 2 )
Foreign currency translation adjustment — — 3,515 118 3,633
Cash flow hedges, 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. This distribution comprised a combination of cash and units.
See Notes to Consolidated Financial Statements.
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CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
Six Months Ended June 30,
2026 2025
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
Depreciation, depletion and amortization from discontinued operations — 9,081
Non-cash cost of land and improved development 18,033 9,302
Stock-based incentive compensation expense 21,266 5,909
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
Changes in operating assets and liabilities:
Receivables ( 12,204 ) 4,890
Inventories ( 1,234 ) 233
Accounts payable 9,827 ( 1,903 )
All other operating activities ( 14,999 ) 1,737
CASH PROVIDED BY OPERATING ACTIVITIES 145,169 88,687
INVESTING ACTIVITIES
Capital expenditures from continuing operations ( 42,789 ) ( 22,427 )
Capital expenditures from discontinued operations — ( 7,098 )
Real estate development investments ( 9,572 ) ( 8,176 )
Net cash consideration for merger with PotlatchDeltic ( 24,769 ) —
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) PROVIDED BY INVESTING ACTIVITIES ( 69,258 ) 658,265
FINANCING ACTIVITIES
Repayment of debt ( 227,500 ) —
Distributions on units (b) ( 159,959 ) ( 155,298 )
Equity issuance costs ( 866 ) —
Repurchase of units to pay withholding taxes on vested incentive stock awards ( 3,234 ) ( 2,678 )
Repurchase of units made under repurchase program ( 103,460 ) ( 37,551 )
Payments made under finance leases ( 2,066 ) —
Distributions to noncontrolling interests in consolidated affiliates — ( 3,082 )
CASH USED FOR FINANCING ACTIVITIES ( 497,085 ) ( 198,609 )
EFFECT OF EXCHANGE RATE CHANGES ON CASH — 1,390
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Change in cash, cash equivalents and restricted cash ( 421,174 ) 549,733
Balance from continuing operations, beginning of year 843,439 323,107
Balance from discontinued operations, beginning of year — 20,093
Total Balance, beginning of year $ 843,439 $ 343,200
Balance from continuing operations, end of period 422,265 892,933
Balance from discontinued operations, end of period — —
Total Balance, end of period $ 422,265 $ 892,933
(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 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.
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CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
(Dollars in thousands)
Six Months Ended June 30,
2026 2025
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period:
Interest (a) $ 9,394 $ 9,296
Income taxes (b) 530 4,038
Non-cash investing and financing activity:
Capital assets purchased on account 5,864 7,430
Unit consideration for the merger with PotlatchDeltic 3,228,420 —
Issuance of units from special distribution — 203,135
(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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
1. BASIS OF PRESENTATION
The unaudited consolidated financial statements and notes thereto of Rayonier Inc. and its subsidiaries and Rayonier, L.P. have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”).
The Rayonier Inc. and Rayonier, L.P. year-end balance sheet information was derived from audited financial statements not included herein. In the opinion of management, these financial statements and notes reflect any adjustments (all of which are normal recurring adjustments) necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented. These statements and notes should be read in conjunction with the financial statements and supplementary data included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 23, 2026 (the “2025 Form 10-K”).
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. has exclusive control of the day-to-day management of the Operating Partnership.
In June 2025, we divested our entire 77 % interest in our New Zealand operations. Accordingly, New Zealand’s results of operations through the sale date have been classified as discontinued operations in our Consolidated Statements of Income and Comprehensive Income (Loss), and its cash flows through the sale date are included in our Consolidated Statements of Cash Flows. See Note 3 — Discontinued Operations for additional information.
MERGER WITH POTLATCHDELTIC CORPORATION
On January 30, 2026, we completed the merger-of-equals transaction with PotlatchDeltic Corporation (“PCH” or “PotlatchDeltic”). As a result, PotlatchDeltic Corporation’s balance sheet and results of operations are included in our consolidated financial statements from and after the date of merger. See Note 2 — Merger with PotlatchDeltic Corporation , Note 8 — Debt , and Note 21 — Integration and Merger-Related Costs for further information pertaining to the merger.
As a result of the merger, we have revised our reportable business segments, adding one additional segment, Wood Products. In connection with the merger, our Pacific Northwest Timber segment has been renamed Northwest Timber to reflect the expanded geographic scope and integration of timberland assets in the region. See Note 4 — Segment and Geographical Information for further discussion of our reportable segments.
RECLASSIFICATIONS
As discussed in Note 1 — Summary of Significant Accounting Policies in the 2025 Form 10-K, effective in the third quarter of 2025 the Company combined its Trading segment into its Southern and Northwest Timber segments. Prior period segment information has been recast to conform to the current presentation.
SUMMARY OF UPDATES TO SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The Company's use of estimates in the preparation of its consolidated financial statements is described in Note 1 — Summary of Significant Accounting Policies in the 2025 Form 10-K. The estimates and assumptions underlying the Company's condensed consolidated financial statements as of and for the three 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. The preliminary purchase price allocation is subject to revision during the measurement period as additional information becomes available, and any such adjustments could be material. See Note 2 — Merger with PotlatchDeltic Corporation for further information.
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
COMPANY OWNED LIFE INSURANCE
In connection with the merger, Rayonier assumed company-owned life insurance policies on the lives of certain past officers and employees of Legacy PotlatchDeltic. The cash surrender value of these policies is recognized in other assets in our Consolidated Balance Sheets. Related expense and interest income are included in selling and general expenses and interest expense, net, respectively, in the Consolidated Statements of Income and Comprehensive Income (Loss). Cash receipts and disbursements are recorded as investing activities within the Consolidated Statements of Cash Flows.
WOOD PRODUCTS REVENUE RECOGNITION
Revenue from wood products sales is recognized when control of the product transfers to the customer. Performance obligations associated with the sale of lumber and other manufactured wood products are typically satisfied either when products are shipped (FOB shipping point) or upon delivery to the customer (FOB destination), depending on the terms of the customer contract. For wood products sales, the transaction price is typically the amount billed to the customer for the products shipped but may be reduced for estimated cash discounts and rebates. Shipping and handling costs for all wood products revenues are accounted for as cost of sales in the Consolidated Statements of Income and Comprehensive Income (Loss).
We enter into vendor-managed inventory ("VMI") arrangements with certain customers whereby inventory is shipped to a VMI warehouse. For products sold under VMI arrangements, revenue is recognized and billed when control transfers to the customer and we have no further obligations, which is generally upon the customer's withdrawal of inventory from the VMI warehouse.
WOOD PRODUCTS INVENTORY
Manufacturing inventories, consisting principally of raw materials, work-in-process, finished goods, and stores and supplies inventory, are stated at the lower of cost and net realizable value. Cost is determined using the weighted-average cost method. Inventory costs include direct materials, direct labor, and allocated manufacturing overhead. Manufacturing inventories are reviewed for excess quantities, obsolescence, and other indicators that net realizable value may be less than cost, and write-downs are recorded when cost exceeds net realizable value.
For a full description of our other significant accounting policies, see Note 1 — Summary of Significant Accounting Policies in our 2025 Form 10-K.
RECENTLY ADOPTED ACCOUNTING STANDARDS
In the first quarter of 2026, we early adopted Accounting Standards Update (“ASU”) No. 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements . ASU 2025-09 amends hedge accounting guidance to provide greater flexibility in designating and assessing hedging relationships for similar risks. The adoption of ASU 2025-09 did not have a material impact on our consolidated financial results or financial position. For additional information regarding our derivative instruments and hedging activities, refer to Note 9 — Derivative Financial Instruments and Hedging Activities .
ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This update is intended to improve the organization and accessibility of required interim disclosures, clarify the applicability of certain interim disclosure requirements, and introduce a requirement that entities disclose, in interim reports, material events that have occurred since the most recent annual reporting period. The guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. Entities may apply the new requirements prospectively or retrospectively. We are evaluating the impact that the adoption of ASU 2025-11 will have on our consolidated financial statements and related disclosures.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Subsequently, in January 2025, the FASB issued ASU No. 2025-01 to clarify the effective date of this guidance . ASU 2024-03 requires enhanced disclosure regarding specific expense categories, such as inventory costs, employee compensation, and depreciation, within the notes to the financial statements. The pronouncement is effective for annual reporting periods in fiscal years beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027, with early adoption permitted. The guidance allows for either prospective or retrospective application. We are evaluating the impact of adopting this new guidance on our consolidated financial statements and disclosures.
Other recent accounting pronouncements, either adopted or pending adoption and not discussed above, are not applicable or are not expected to have a material impact on our consolidated financial condition, results of operations, or cash flows.
SUBSEQUENT EVENTS
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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
2. MERGER WITH POTLATCHDELTIC CORPORATION
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. PotlatchDeltic's operations were organized into three business segments: timberland, wood products, and real estate.
The merger created a combined entity with approximately 4.1 million acres of timberlands, providing additional scale and more geographic diversity across highly attractive and productive regions. The transaction added seven wood products manufacturing facilities, positioning the Company as a leading lumber producer. The combined platform creates a diversified portfolio positioned to capture higher and better use value and land-based solutions opportunities across an expanded geographic footprint.
Pursuant to the Merger Agreement, each share of PotlatchDeltic common stock issued and outstanding immediately prior to the effective time was converted into the right to receive 1.8185 Rayonier common shares and $ 0.61 in cash. The Company issued approximately 140.9 million common shares in connection with the merger.
The following table summarizes the total consideration transferred by Rayonier in the merger:
Cash Consideration:
Number of PotlatchDeltic common shares outstanding as of January 30, 2026 77,466,233
Cash consideration per PotlatchDeltic common share $ 0.61
Total Cash Consideration Transferred $ 47,254
Equity Consideration:
Number of PotlatchDeltic common shares outstanding as of January 30, 2026 77,466,233
Exchange Ratio (a) 1.8185
Shares of Rayonier Inc. common stock issued for PotlatchDeltic’s outstanding common stock 140,872,342
Rayonier share price (b) $ 22.74
Equity Consideration for elections $ 3,203,437
PotlatchDeltic’s replacement awards (c) 24,983
Total Equity Consideration Transferred $ 3,228,420
Total Consideration $ 3,275,674
(a) The exchange ratio was adjusted from 1.7339 to 1.8185 in accordance with the Merger Agreement. This adjustment accounts for the stock component of the one-time $ 1.40 per share special dividend declared by Rayonier to its shareholders of record on October 24, 2025.
(b) The closing price of Rayonier common stock on the NYSE on January 30, 2026.
(c) Represents the portion of the fair value of Rayonier replacement equity awards, issued in exchange for outstanding PotlatchDeltic equity awards held by grantees, attributable to precombination services. The remaining fair value of $ 21.1 million, attributable to postcombination services, will be recognized as compensation expense over the remaining requisite service periods. See Note 19 — Incentive Stock Plans for additional details.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(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 six months ended June 30, 2026:
June 30, 2026
Cash consideration transferred $ 47,254
Less: Cash assumed in merger ( 22,485 )
Net cash consideration shown in Consolidated Statements of Cash Flows $ 24,769
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. Equity issuance costs directly attributable to the share issuance of $ 0.9 million were capitalized as a reduction of Common Stock.
BASIS OF ACCOUNTING
The merger has been accounted for using the acquisition method in accordance with ASC 805, Business Combinations ("ASC 805"), with Rayonier as the legal and accounting acquirer. Assets acquired and liabilities assumed have been recorded at their fair values as of the acquisition date. The preliminary allocation will be finalized as soon as practicable, but no later than one year after the acquisition date. The financial statements will not be retrospectively adjusted for any provisional amount changes; rather, such adjustments will be recognized in the reporting period determined, together with the effect on earnings of changes in depletion, depreciation, amortization, or other income effects calculated as if the accounting had been completed at the acquisition date. Our consolidated financial statements as of and for the 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. These estimates are preliminary and subject to change as additional information is obtained during the measurement period. The most significant areas for which the allocation remains open include timberlands; property, plant and equipment; higher and better use timberlands and real estate development investments; inventory; long-term debt; pension and other postretirement benefit obligations; environmental liabilities; intangible assets; and tax-related matters.
The preliminary fair value estimates represent Level 3 measurements under ASC 820, Fair Value Measurements ("ASC 820"), with the exception of certain assumed long-term debt instruments valued using observable market inputs classified as Level 2. The initial carrying amounts of certain other assets acquired and liabilities assumed approximated their fair values due to their short-term nature. See Note 10 — Fair Value Measurements for further information on the fair value hierarchy.
The fair value methodologies used were as follows:
Income Approach — Estimates fair value based on the present value of projected cash flows, discounted at rates reflecting the relative risk and time value of money. This approach was primarily used to value acquired timberlands, including the allocation of value among bare land, pre-merchantable timber, and merchantable timber across each geographic region.
Cost Approach — Estimates fair value based on current replacement cost, adjusted for physical deterioration and functional and economic obsolescence. This approach was primarily used for property, plant, and equipment.
Market Approach — Estimates fair value based on observable prices from recent comparable transactions. This approach was primarily used for higher and better use timberlands, real estate development investments, certain land and building assets, and long-term debt instruments.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
PRELIMINARY PURCHASE PRICE ALLOCATION
The preliminary allocation of purchase price to the identifiable assets acquired and liabilities assumed, based on preliminary estimates of fair value as of January 30, 2026, is as follows:
Total
Cash and cash equivalents $ 22,485
Trade and other receivables 45,254
Inventory 113,788
Other current assets 8,845
Timber and timberlands 3,630,527
Higher and Better Use Timberlands and Real Estate Development Investments 59,563
Property, plant, and equipment 564,282
Other assets 135,229
Total identifiable assets acquired $ 4,579,973
Accounts payable 7,817
Current maturities of long-term debt 27,500
Accrued taxes 5,728
Current liabilities 78,853
Long-term debt 1,009,500
Pension and other postretirement benefits 63,888
Deferred income tax liabilities 75,668
Other non-current liabilities 35,345
Total liabilities assumed $ 1,304,299
Total net assets acquired $ 3,275,674
The fair value of trade and other receivables assumed in the merger was $ 45.3 million. The gross contractual amounts receivable approximated fair value, and the Company's best estimate of contractual cash flows not expected to be collected at the acquisition date was not material.
The preliminary allocation did not result in the recognition of goodwill or a bargain purchase gain, as the fair value of identifiable net assets acquired approximated the total consideration transferred.
No material contingent liabilities were recognized at the acquisition date, and we have not identified any material unrecorded pre-merger contingencies where the related asset, liability, or impairment is probable and the amount can be reasonably estimated. These estimated fair values are preliminary and subject to adjustments, which could be material. Our valuations will be finalized once additional information has been obtained and reviewed. Prior to finalization, if information becomes available indicating that such events had occurred and the amounts can be reasonably estimated, the related items will be included in the final purchase price allocation.
See Note 22 — Income Taxes for discussion of the release of a portion of the Company's deferred tax asset valuation allowance resulting from the merger.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
REVENUE AND EARNINGS OF POTLATCHDELTIC SINCE ACQUISITION
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 income $ 13,448 $ 7,008
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma financial information presents the combined results of operations of Rayonier and PotlatchDeltic as if the merger had occurred on January 1, 2025. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results that would have been achieved had the merger actually occurred on January 1, 2025, nor is it indicative of future results of operations.
Three Months Ended
June 30, Six Months Ended
June 30,
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 from discontinued operations, net of tax — 403,838 — 406,346
Net income 29,406 394,808 77,296 306,874
Rayonier Inc.
Net income attributable to Rayonier Inc. $ 29,244 $ 392,626 $ 76,869 $ 304,923
Basic earnings (loss) per share - continuing operations $ 0.10 ($ 0.03 ) $ 0.28 ($ 0.33 )
Diluted earnings (loss) per share - continuing operations $ 0.10 ($ 0.03 ) $ 0.27 ($ 0.33 )
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 per share attributable to Rayonier Inc. $ 0.10 $ 1.32 $ 0.27 $ 1.03
Rayonier L.P.
Net income attributable to Rayonier, L.P. $ 29,406 $ 395,386 $ 77,296 $ 307,066
Basic earnings (loss) per share - continuing operations $ 0.10 ($ 0.03 ) $ 0.28 ($ 0.33 )
Diluted earnings (loss) per share - continuing operations $ 0.10 ($ 0.03 ) $ 0.27 ($ 0.33 )
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 per share attributable to Rayonier, L.P. $ 0.10 $ 1.32 $ 0.27 $ 1.03
The unaudited pro forma financial information above reflects the following material nonrecurring pro forma adjustments:
• Incremental depletion and depreciation expense resulting from the preliminary fair value step-up of acquired timber, timberlands, and property, plant, and equipment;
• Cost of sales adjustments related to the preliminary fair value step-up of acquired wood products inventory and the elimination of PotlatchDeltic's last-in, first-out (LIFO) inventory reserves, which do not carry over under purchase accounting;
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
• 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; and
• Income tax effects of the pro forma adjustments at a blended statutory rate of 25 %.
FINANCING
In connection with the merger, the Company entered into a Second Amended and Restated Credit Agreement to consolidate and refinance debt. The Credit Agreement allows for an additional $ 200 million expansion of the revolver and further incremental term loans subject to leverage ratios. See Note 8 — Debt for additional details.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
3. DISCONTINUED OPERATIONS
On June 30, 2025, we completed the sale of our entire 77 % interest in our New Zealand operations to Taurus Forest Holdings Limited for a purchase price of $ 710 million, resulting in net proceeds of $ 699.3 million and a gain on disposal of $ 404.5 million. The results of the New Zealand Timber segment and the New Zealand portion of the Real Estate, former Trading and Corporate segments are classified as discontinued operations in the Consolidated Statements of Income and Comprehensive Income (Loss) for all periods presented. There was no activity related to the discontinued operations during the three 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 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
June 30,
2026 2025 2026 2025
Sales — $ 52,572 — $ 109,332
Costs and Expenses
Cost of sales — ( 51,461 ) — ( 102,050 )
Other operating expense, net (a) — ( 1,778 ) — ( 3,400 )
— ( 53,239 ) — ( 105,450 )
Operating (loss) income from discontinued operations — ( 667 ) — 3,882
Interest expense, net — ( 780 ) — ( 1,508 )
Interest income — 104 — 202
(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
Less: Net income from discontinued operations attributable to noncontrolling interests in the Operating Partnership — ( 5,347 ) — ( 5,375 )
Less: Net loss from discontinued operations attributable to noncontrolling interests in consolidated affiliates — 577 — 192
Net income from discontinued operations attributable to Rayonier Inc. — $ 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
June 30,
2026 2025 2026 2025
Depreciation, depletion and amortization — $ 4,747 — $ 9,081
Capital expenditures — 4,444 — 7,098
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
4. SEGMENT AND GEOGRAPHICAL INFORMATION
As of June 30, 2026, Rayonier operated in four reportable segments: Southern Timber, Northwest Timber, Wood Products and Real Estate.
On January 30, 2026, we completed the merger with PotlatchDeltic Corporation, which added the Wood Products segment and expanded the geographic scope of our Pacific Northwest Timber segment, renamed Northwest Timber to reflect the addition of Idaho timberland assets. The Wood Products segment manufactures and sells lumber, plywood, and residual products at seven mills located in Arkansas, Idaho, Michigan and Minnesota. The segment’s products are largely commodity products, which are sold through our sales team to end users, retailers or wholesalers for nationwide distribution primarily for use in homebuilding, repair and remodeling, industrial products and other construction activity. Our Southern Timber and Northwest Timber segments supply a portion of the Wood Products segment’s wood fiber needs, which typically represents a sizable portion of the Southern Timber and Northwest Timber segments’ total revenues. Intersegment sales are based on estimated fair market value and are eliminated in consolidation.
The operations of our former New Zealand Timber segment are classified as discontinued operations in the prior-year comparative periods. See Note 3 — Discontinued Operations for additional information.
The chief operating decision maker (“CODM”), the Chief Executive Officer, evaluates segment operating performance based on Adjusted Earnings before Interest, Taxes, Depreciation, Depletion and Amortization (“Adjusted EBITDA”) to make decisions about allocating resources and assessing performance. Total assets by segment are not disclosed as they are not used by the CODM for resource allocation or performance assessment.
Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and improved development, non-operating income and expense, costs related to the merger with PotlatchDeltic, 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. GAAP. 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
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
June 30, 2026
Sales from external customers $ 96,921 $ 49,734 $ 196,160 $ 53,664 $ 396,479
Intersegment revenue (a) 10,671 16,254 — — 26,925
Total sales $ 107,592 $ 65,988 $ 196,160 $ 53,664 $ 423,404
Costs and Expenses
Freight, logging and hauling ( 42,433 ) ( 30,465 ) ( 27,109 ) — ( 100,007 )
Fiber costs — — ( 80,346 ) — ( 80,346 )
Manufacturing costs — — ( 63,859 ) — ( 63,859 )
Finished goods inventory change — — 3,374 — 3,374
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 )
Other costs and expenses (b) ( 14,872 ) ( 9,178 ) ( 3,172 ) ( 15,414 ) ( 42,636 )
Reportable segment operating income $ 8,114 $ 12,595 $ 15,148 $ 28,253 $ 64,110
Add: Depreciation, depletion and amortization 42,173 13,750 9,900 3,949 69,772
Add: Non-cash cost of land and improved development — — — 6,048 6,048
Add: 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 income before taxes
All other EBITDA (d) ($ 17,688 )
Intersegment eliminations (e) ( 812 )
Interest, net and miscellaneous expense ( 12,065 )
Depreciation, depletion and amortization ( 70,416 )
Non-cash cost of land and improved development ( 6,048 )
Non-operating expense ( 478 )
Costs related to the merger with PotlatchDeltic (f) ( 10,351 )
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) 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.
(e) Intersegment eliminations reflects the elimination of profit on log sales from the Timber segments to Wood Products that remain in inventory at the end of the period.
(f) Costs related to the merger with PotlatchDeltic include professional services fees, employee-related costs, accelerated stock-based compensation, and other integration-related costs incurred in connection with the merger, which closed on January 30, 2026. Costs related to the merger with PotlatchDeltic are recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Other operating expense, net.”
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
Three Months Ended Southern Timber Northwest Timber Wood Products Real Estate Total
June 30, 2025
Sales $ 53,324 $ 23,782 — $ 29,432 $ 106,538
Costs and Expenses
Freight, logging and hauling ( 13,202 ) ( 9,841 ) — — ( 23,043 )
Depreciation, depletion and amortization ( 15,788 ) ( 5,351 ) — ( 1,882 ) ( 23,021 )
Non-cash cost of land and improved development — — — ( 6,902 ) ( 6,902 )
Other costs and expenses (a) ( 11,739 ) ( 7,096 ) — ( 10,869 ) ( 29,704 )
Reportable segment operating income $ 12,595 $ 1,494 — $ 9,779 $ 23,868
Add: Depreciation, depletion and amortization 15,788 5,351 — 1,882 23,021
Add: Non-cash cost of land and improved development — — — 6,902 6,902
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.
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(Unaudited)
(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
Add: Depreciation, depletion and amortization 75,286 22,781 16,566 10,813 125,446
Add: Non-cash cost of land and improved development — — — 18,033 18,033
Add: Timber write-offs resulting from casualty events (c) 2,284 — — — 2,284
Add: 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(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
Add: Depreciation, depletion and amortization 32,688 10,957 — 2,445 46,090
Add: 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 )
Interest, net and miscellaneous expense ( 7,733 )
Depreciation, depletion and amortization ( 46,930 )
Non-cash cost of land and improved development ( 9,302 )
Non-operating expense (c) ( 2,404 )
Restructuring charges (d) ( 1,110 )
Income from Continuing Operations Before Income Taxes $ 4,467
Income tax expense ( 291 )
Income from Continuing Operations $ 4,176
Income from operations of discontinued operations, net of tax 1,883
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 corporate and other expenses.
(c) Non-operating expense includes $ 1.7 million of net costs associated with legal settlements. Net costs associated with legal settlements are recorded within the Consolidated Statements of Income (Loss) under the caption “Other miscellaneous (expense) income, net.”
(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.”
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Capital Expenditures (a)
Southern Timber $ 11,510 $ 8,103 $ 25,485 $ 17,718
Northwest Timber 6,924 2,264 10,934 4,630
Wood Products 3,634 — 6,068 —
Real Estate 28 36 41 79
Corporate and other 261 — 261 —
Total Capital Expenditures $ 22,357 $ 10,403 $ 42,789 $ 22,427
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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
5. REVENUE
PERFORMANCE OBLIGATIONS
We recognize revenue when control of promised goods or services (“performance obligations”) is transferred to customers in an amount that reflects the consideration we expect to receive in exchange for those goods or services (“transaction price”).
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. We generally collect payment within one year of satisfying a performance obligation; therefore, we have elected the practical expedient not to adjust revenue for a financing component.
CONTRACT BALANCES
The timing of revenue recognition, invoicing and cash collections results in trade receivables and deferred revenue (contract liabilities) on the Consolidated Balance Sheets. Trade receivables are recorded when we have an unconditional right to consideration for completed performance under a contract. Contract liabilities relate to payments received in advance of performance under a contract and are recognized as revenue as, or when, we perform under a contract.
The following table summarizes revenue recognized during the 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
The following tables present our revenue from contracts with customers disaggregated by product type for the three and six months ended June 30, 2026 and 2025:
Three Months Ended Southern Timber Northwest Timber Wood Products Real Estate Elim. Total
June 30, 2026
Pulpwood $ 30,017 $ 1,949 — — — $ 31,966
Sawtimber 48,162 45,922 — — — 94,084
Hardwood 2,173 — — — — 2,173
Total Timber Sales 80,352 47,871 — — — 128,223
License Revenue, Primarily from Hunting 8,887 452 — — — 9,339
Land-Based Solutions (a) 4,059 2 — — — 4,061
Other Non-Timber Revenue 3,623 1,409 — — — 5,032
Total Non-Timber Sales 16,569 1,863 — — — 18,432
Lumber — — 158,627 — — 158,627
Plywood/Residual/Other — — 37,533 — — 37,533
Total Wood Products Sales — — 196,160 — — 196,160
Improved Development — — — 6,438 — 6,438
Rural — — — 40,736 — 40,736
Deferred Revenue/Other (b) — — — 6,127 — 6,127
Total Real Estate Sales — — — 53,301 — 53,301
Revenue from Contracts with Customers 96,921 49,734 196,160 53,301 — 396,116
Lease Revenue — — — 363 — 363
Intersegment (c) 10,671 16,254 — — ( 26,925 ) —
Total Revenue $ 107,592 $ 65,988 $ 196,160 $ 53,664 ($ 26,925 ) $ 396,479
Three Months Ended Southern Timber Northwest Timber Wood Products Real Estate Elim. Total
June 30, 2025
Pulpwood $ 19,436 $ 1,259 — — — $ 20,695
Sawtimber 23,404 19,903 — — — 43,307
Hardwood 923 — — — — 923
Total Timber Sales 43,763 21,162 — — — 64,925
Trading — 1,399 — — — 1,399
License Revenue, Primarily from Hunting 5,331 104 — — — 5,435
Land-Based Solutions (a) 2,780 32 — — — 2,812
Other Non-Timber Revenue 1,450 1,085 — — — 2,535
Total Non-Timber Sales 9,561 2,620 — — — 12,181
Improved Development — — — 8,484 — 8,484
Unimproved Development — — — 3,000 — 3,000
Rural — — — 15,729 — 15,729
Deferred Revenue/Other (b) — — — 1,875 — 1,875
Total Real Estate Sales — — — 29,088 — 29,088
Revenue from Contracts with Customers 53,324 23,782 — 29,088 — 106,194
Lease Revenue — — — 344 — 344
Total Revenue $ 53,324 $ 23,782 — $ 29,432 — $ 106,538
(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.
(c) Intersegment revenues represent logs sold from the Timber segments to Wood Products.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
Six Months Ended Southern Timber Northwest Timber Wood Products Real Estate Elim. Total
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. Total
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.
(c) Intersegment revenues represent logs sold from the Timber segments to Wood Products.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(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
June 30, 2026
Stumpage Pay-as-Cut $ 23,860 — $ 23,860
Stumpage Lump Sum 873 1,598 2,471
Total Stumpage 24,733 1,598 26,331
Delivered Wood (Domestic) 55,619 46,273 101,892
Total Delivered 55,619 46,273 101,892
Total Timber Sales $ 80,352 $ 47,871 $ 128,223
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
Total Stumpage 37,539 1,711 39,250
Delivered Wood (Domestic)
48,116 39,779 87,895
Delivered Wood (Export)
— 43 43
Total Delivered 48,116 39,822 87,938
Total Timber Sales
$ 85,655 $ 41,533 $ 127,188
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
6. NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS IN CONSOLIDATED AFFILIATES
Matariki Forestry Group
Prior to the sale of our New Zealand operations on June 30, 2025, we maintained a 77 % controlling financial interest in Matariki Forestry Group (the “New Zealand subsidiary”), a joint venture that owns and leases New Zealand timberland. Accordingly, we consolidated the New Zealand subsidiary’s balance sheet and results of operations. Income attributable to the New Zealand subsidiary’s 23 % noncontrolling interests is reflected as an adjustment to income in our Consolidated Statements of Income and Comprehensive Income (Loss) under the 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.
NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP
Noncontrolling interests in the Operating Partnership represent the third-party ownership of Redeemable Operating Partnership Units (“OP Units”). Net income attributable to these noncontrolling interests is calculated based on the weighted average OP Units outstanding during the period as a percentage of the total weighted average units outstanding to the Operating Partnership’s net income for the period.
These OP Units are classified as temporary equity in the Consolidated Balance Sheets because they are redeemable at the option of the unitholder. If a noncontrolling unitholder redeems a unit for a registered common share of Rayonier or cash, the noncontrolling interests in the Operating Partnership will be reduced and the Company’s share in the Operating Partnership will be increased by the fair value of each security at the time of redemption.
The following table sets forth the Company’s noncontrolling interests in the Operating Partnership:
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Beginning noncontrolling interests in the Operating Partnership
$ 39,943 $ 58,170 $ 40,463 $ 51,843
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 )
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
( 435 ) ( 568 ) ( 873 ) ( 1,136 )
Total noncontrolling interests in the Operating Partnership
$ 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
7. 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 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
Numerator:
Net income from continuing operations $ 19,243 $ 9,769 $ 6,729 $ 4,176
Less: 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
Less: Net income from discontinued operations attributable to NCI in the Operating Partnership — ( 5,347 ) — ( 5,375 )
Less: Net loss from discontinued operations attributable to NCI in consolidated affiliates — 577 — 192
Net income from discontinued operations attributable to Rayonier Inc. — $ 399,068 — $ 401,163
Net income $ 19,243 $ 413,607 $ 6,729 $ 410,522
Less: Net income attributable to NCI in the Operating Partnership ( 106 ) ( 5,476 ) ( 24 ) ( 5,430 )
Less: 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:
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 earnings per common share $ 0.06 $ 2.63 $ 0.02 $ 2.62
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
The following table provides details of the calculation of diluted earnings per common share of the Company:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Diluted earnings per common share
Numerator:
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
Less: 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
Less: 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:
Denominator for basic earnings per common share - weighted average shares 300,735,729 155,536,320 278,468,765 154,612,221
Add: 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 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
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
Basic earnings per unit (“EPU”) is calculated by dividing net income available to unitholders of Rayonier, L.P. by the weighted average number of units outstanding. Diluted EPU is calculated by dividing net income available to unitholders of Rayonier, L.P. by the weighted average number of units outstanding adjusted to include the potentially dilutive effect of outstanding unit equivalents, including performance shares, restricted stock units and contingently issuable shares and units.
The following table provides details of the calculation of basic earnings per unit of the Operating Partnership:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Basic earnings per unit
Numerator:
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
Less: 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 income $ 19,243 $ 413,607 $ 6,729 $ 410,522
Less: Net loss attributable to NCI in consolidated affiliates — 577 — 192
Net income available to unitholders $ 19,243 $ 414,184 $ 6,729 $ 410,714
Denominator:
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 earnings per unit $ 0.06 $ 2.63 $ 0.02 $ 2.62
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
The following table provides details of the calculation of diluted earnings per unit of the Operating Partnership:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Diluted earnings per unit
Numerator:
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
Less: 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 income $ 19,243 $ 413,607 $ 6,729 $ 410,522
Less: Net income attributable to NCI in consolidated affiliates — 577 — 192
Net income available to unitholders $ 19,243 $ 414,184 $ 6,729 $ 410,714
Denominator:
Denominator for basic earnings per unit - weighted average units 302,401,080 157,620,143 280,142,666 156,681,085
Add: 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 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
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
8. DEBT
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 %
$ 450,000
2015 Term Loan borrowings due 2028 at a variable interest rate of 5.22 %
200,000
2021 Incremental Term Loan due 2029 at a variable interest rate of 5.54 %
200,000
Debt assumed in the PotlatchDeltic merger (January 30, 2026)
Term Loan M due 2029 at a variable interest rate of 5.32 %
150,000
Term Loan Q due 2027 at a variable interest rate of 5.62 %
138,750
Term Loan R due 2030 at a variable interest rate of 5.62 %
138,750
Term Loan W due 2034 at a variable interest rate of 5.92 %
100,000
Term Loan X due 2035 at a variable interest rate of 5.92 %
100,000
Term Loan K due 2028 at a variable interest rate of 5.66 %
65,000
Term Loan O due 2030 at a variable interest rate of 5.90 %
46,000
Term Loan N due 2029 at a variable interest rate of 5.31 %
40,000
Term Loan P due 2031 at a variable interest rate of 5.82 %
40,000
Term Loan S due 2032 at a variable interest rate of 5.92 %
40,000
Term Loan T due 2033 at a variable interest rate of 5.92 %
40,000
Term Loan U due 2032 at a variable interest rate of 5.82 %
38,000
Term Loan V due 2033 at a variable interest rate of 5.87 %
38,000
Term Loan L due 2028 at a variable interest rate of 5.66 %
35,000
Total principal debt 1,859,500
Less: Unamortized discounts ( 1,898 )
Less: Deferred financing costs ( 2,332 )
Total long-term debt, net $ 1,855,270
Principal payments due during the next five years and thereafter are as follows:
Total
2026 —
2027 138,750
2028 300,000
2029 390,000
2030 184,750
Thereafter 846,000
Total debt $ 1,859,500
2026 DEBT ACTIVITY
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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
Repayment of 2016 Incremental Term Loan
On April 28, 2026, the $ 200.0 million 2016 Incremental Term Loan matured and was repaid in full with cash on hand.
LONG-TERM DEBT ASSUMED IN THE POTLATCHDELTIC CORPORATION MERGER
On January 30, 2026, in connection with the merger, we entered into the Second Amended and Restated Credit Agreement, assuming fifteen variable-rate term loans of PotlatchDeltic Corporation (Term Loans I through X, excluding Term Loan J) with $ 1,037.0 million in aggregate principal at closing. These loans bear interest at 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 June 30, 2026:
Debt Periodic Interest Rate Effective Fixed Interest Rate (a)
Legacy Rayonier Debt
2015 Term Loan Daily Simple SOFR + 1.60 %
2.11 %
2021 Incremental Term Loan Daily Simple SOFR + 1.92 %
1.70 %
Debt Assumed in the PotlatchDeltic Merger (January 30, 2026)
Term Loan M (b) 1-Month Term SOFR + 1.70 %
1.08 %
Term Loan Q 1-Month Term SOFR + 2.00 %
1.48 %
Term Loan R (b) 1-Month Term SOFR + 2.00 %
1.62 %
Term Loan W (b) Daily Simple SOFR + 2.30 %
3.24 %
Term Loan X (b) Daily Simple SOFR + 2.30 %
2.99 %
Term Loan K (b) 1-Month Term SOFR + 2.04 %
3.76 %
Term Loan O (b) 1-Month Term SOFR + 2.28 %
2.06 %
Term Loan N (b) 1-Month Term SOFR + 1.69 %
1.92 %
Term Loan P 1-Month Term SOFR + 2.20 %
2.05 %
Term Loan S (b) 1-Month Term SOFR + 2.30 %
2.23 %
Term Loan T (b) 1-Month Term SOFR + 2.30 %
2.30 %
Term Loan U (b) Daily Simple SOFR + 2.20 %
2.99 %
Term Loan V (b) Daily Simple SOFR + 2.25 %
3.23 %
Term Loan L (b) 1-Month Term SOFR + 2.04 %
3.76 %
(a) Effective interest rate is after consideration of interest rate swaps and estimated patronage.
(b) The applicable margin is subject to periodic adjustment based on the lender’s actual cost of funds for each funding period.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
PATRONAGE REFUNDS AND INTEREST RATE SWAPS
Our term credit facilities, including the term loans assumed in the PotlatchDeltic merger, are held by Farm Credit System lenders and provide for annual patronage refunds, which are profit distributions made by the lending cooperative to its member-borrowers. We account for patronage refunds as a reduction to interest expense in the period the amounts are earned and become reasonably estimable.
We have also entered into interest rate swap agreements that fix the variable-rate exposure on the entirety of our outstanding term debt, including all term debt assumed in the PotlatchDeltic merger. See Note 9 — Derivative Financial Instruments and Hedging Activities for additional information.
DEBT COVENANTS
In connection with our 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 June 30, 2026, are summarized below:
Covenant Requirement Actual Ratio Favorable
Covenant EBITDA to consolidated interest expense shall not be less than 2.5 to 1
8.7 to 1
6.2
Covenant debt to covenant net worth plus covenant debt shall not exceed 65 % 28 % 37 %
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 June 30, 2026, we were in compliance with all applicable covenants under our debt agreements.
9. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
RISK MANAGEMENT OBJECTIVE AND STRATEGY
We are exposed to market risk from changes in benchmark interest rates on our variable-rate term loans. To manage this exposure, we use variable-to-fixed interest rate swaps designated as cash flow hedges to convert floating-rate interest payments into fixed rate payments and reduce the variability of cash flows attributable to interest rate movements. We do not use derivative financial instruments for speculative or trading purposes. As of 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. 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 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(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. 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 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 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)
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 %
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 % 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
(a) All interest rate swaps are designated as cash flow hedges and qualify for hedge accounting.
(b) Rate is before estimated patronage payments.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
IMPACT ON THE CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)
The following table presents the pre-tax impact of our derivatives on the Consolidated Statements of Income and Comprehensive Income (Loss) for the three and six months ended June 30, 2026 and 2025:
Three Months Ended
June 30, Six Months Ended
June 30,
Income Statement Location 2026 2025 2026 2025
Derivatives designated as cash flow hedges:
Interest rate products Other comprehensive income (loss), relating to continuing operations $ 14,253 ($ 1,439 ) $ 20,535 ($ 5,687 )
Interest expense, net ( 3,661 ) ( 4,529 ) ( 7,671 ) ( 9,040 )
Total interest expense, net, as reported on the Consolidated Statements of Income and Comprehensive Income (Loss) ( 16,910 ) ( 6,542 ) ( 31,211 ) ( 12,936 )
AMOUNT EXPECTED TO BE RECLASSIFIED FROM AOCI INTO EARNINGS IN THE NEXT 12 MONTHS
During the next 12 months, the amount of the AOCI balance, net of tax, expected to be reclassified into earnings is a gain of approximately $ 16.4 million. These reclassified amounts are expected to offset variable interest rate payments to debt holders, resulting in no net impact on our earnings or cash flows.
NOTIONAL AMOUNTS
The following table contains the notional amounts of the derivative financial instruments recorded in the Consolidated Balance Sheets at June 30, 2026 and December 31, 2025:
Notional Amount
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 $ 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
FAIR VALUES
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)
June 30, 2026 December 31, 2025
Derivatives designated as cash flow hedges:
Interest rate swaps
Other current assets — $ 1,404
Other assets 129,990 25,438
Total derivative assets $ 129,990 $ 26,842
Other non-current liabilities — ($ 23 )
Total derivative liabilities — ($ 23 )
(a) See Note 10 — Fair Value Measurements for further information on the fair value of our derivatives including their classification within the fair value hierarchy.
OFFSETTING DERIVATIVES
We present derivative financial instruments at their gross fair values in the Consolidated Balance Sheets. Our derivatives are not subject to master netting arrangements that permit a right of offset, and no collateral has been received from, or pledged to, counterparties under any of the outstanding interest rate swap agreements.
CREDIT RISK CONTINGENT FEATURES
Our interest rate swap agreements are executed under ISDA Master Agreements that contain customary credit-risk-related provisions that permit the counterparty to terminate the swap and require settlement at the net liability position upon a default on our underlying senior indebtedness. As of June 30, 2026, no derivative instruments containing such features were in a net liability position.
COUNTERPARTY CREDIT RISK
Counterparties to the Company's interest rate swap agreements are investment-grade commercial banks and Farm Credit System institutions, and the Company monitors counterparty credit quality on an ongoing basis. The Company does not consider its exposures to any individual counterparty to represent a significant concentration of credit risk.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
10. FAIR VALUE MEASUREMENTS
FAIR VALUE OF FINANCIAL INSTRUMENTS
A three-level hierarchy that prioritizes the inputs used to measure fair value was established in the Accounting Standards Codification as follows:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than quoted prices included in Level 1.
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 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
Amount Fair Value Carrying
Amount Fair Value
Level 1 Level 2 Level 1 Level 2
Cash and cash equivalents $ 411,760 $ 411,760 — $ 842,944 $ 842,944 —
Restricted cash, non-current (b) 10,505 10,505 — 495 495 —
Current maturities of long-term debt (c) — — — ( 199,982 ) — ( 200,000 )
Long-term debt (c) ( 1,855,270 ) — ( 1,813,825 ) ( 845,335 ) — ( 806,080 )
Interest rate swaps (d) 129,990 — 129,990 26,819 — 26,819
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 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.
(c) The carrying amount of long-term debt is presented net of deferred financing costs and unamortized discounts on non-revolving debt. See Note 8 — Debt for additional information.
(d) See Note 9 — Derivative Financial Instruments and Hedging Activities for information regarding the Consolidated Balance Sheets classification of our derivative financial instruments.
(e) Noncontrolling interests in the Operating Partnership, representing ownership of Rayonier, L.P. units by parties other than the Company, are classified as temporary equity and are neither assets nor liabilities on the Company’s Consolidated Balance Sheets. See Note 6 — Noncontrolling Interests for additional information.
We use the following methods and assumptions in estimating the fair value of our financial instruments:
Cash and cash equivalents and Restricted cash — The carrying amount is equal to fair market value.
Debt — The fair value of fixed-rate debt is determined using quoted market prices for debt with comparable terms and maturities. For variable-rate debt, the carrying value approximates fair value as the interest rate adjusts with market changes.
Interest rate swap agreements — The fair value of interest rate contracts is determined by discounting the expected future cash flows for each instrument at prevailing interest rates.
Noncontrolling interests in the Operating Partnership — The fair value of noncontrolling interests in the Operating Partnership is determined by using the period-end closing price of Rayonier Inc. common shares.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
11. COMMITMENTS
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
2026 $ 5,509 $ 27,832 $ 6,270 $ 13,820 $ 53,431
2027 897 40,143 8,237 7,058 56,335
2028 487 14,919 4,067 2,648 22,121
2029 379 2,999 1,654 881 5,913
2030 340 4,445 604 846 6,235
Thereafter 1,994 4,112 742 4,491 11,339
$ 9,606 $ 94,450 $ 21,574 $ 29,744 $ 155,374
(a) Primarily represents our estimate of potential liability associated with environmental contamination and Natural Resource Damages (NRD) in Port Gamble, Washington. See Note 13 — Environmental and Natural Resource Damage Liabilities for additional information.
(b) Primarily consists of payments expected to be made on our real estate development projects.
(c) Consists of payments expected to be made under timber cutting contracts to supply logs to the Company’s Wood Product’s manufacturing facilities.
(d) Includes other purchase obligations.
12. CONTINGENCIES
We have been named as a defendant in various lawsuits and claims arising in the normal course of business. While we maintain reasonable and customary insurance covering risks normally occurring in connection with our businesses, we have in certain cases retained some risk through the operation of large deductible insurance plans, primarily in the areas of executive risk, property, automobile and general liability. Except as discussed in Note 13 — Environmental and Natural Resource Damage Liabilities , these pending lawsuits and claims, either individually or in the aggregate, are not expected to have a material adverse effect on our financial position, results of operations, liquidity, or cash flows.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
13. ENVIRONMENTAL AND NATURAL RESOURCE DAMAGE LIABILITIES
We are subject to federal and state environmental laws that impose liability on current and former property owners for cleanup, restoration, and natural resource damages (“NRD”) generally on a strict-liability basis. For a description of the legal framework governing these obligations, see Note 13 — Environmental and Natural Resource Damage Liabilities in our 2025 Form 10-K.
Changes in environmental and NRD liabilities from December 31, 2025 to June 30, 2026 are shown below:
Port Gamble, WA Other Sites Total
Non-current portion at December 31, 2025
$ 6,089 — $ 6,089
Plus: Current portion 3,181 — 3,181
Total Balance at December 31, 2025
9,270 — 9,270
Liabilities assumed in the merger with PotlatchDeltic — 679 679
Expenditures charged to liabilities ( 460 ) ( 54 ) ( 514 )
Increase to liabilities (a) 171 — 171
Total Balance at June 30, 2026
8,981 625 9,606
Less: Current portion ( 5,778 ) ( 218 ) ( 5,996 )
Non-current portion at June 30, 2026
$ 3,203 $ 407 $ 3,610
(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
Upland mill site cleanup is complete, and NRD restoration is expected to conclude within the next year. The remaining liability primarily reflects estimated costs of completing the NRD restoration and long-term monitoring of the bay, mill site, and landfills, which is expected to continue for an additional 15 to 20 years. It is reasonably possible the recorded liability may increase as restoration progresses due to changes in scope, field conditions, or regulatory requirements. Monitoring obligations may also extend in duration or scope over the multi-decade monitoring period. We do not expect any loss in excess of amounts accrued to be material to our consolidated financial position or liquidity. See Note 11 — Commitments .
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
14. GUARANTEES
We provide financial guarantees as required by creditors, insurance programs, and various governmental agencies.
As of June 30, 2026, the following financial guarantees were outstanding:
Financial Commitments (a) Maximum Potential
Payment
Standby letters of credit (b) $ 1,020
Surety bonds (c) 63,212
Total financial commitments $ 64,232
(a) We have not recorded any liabilities for these financial commitments in our Consolidated Balance Sheets. The guarantees are not subject to measurement as the guarantees are dependent on our own performance.
(b) The letters of credit primarily support various insurance-related agreements. These letters of credit will expire at various dates in 2026 and 2027 and will be renewed as required.
(c) Surety bonds primarily secure performance obligations for various operational activities, 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. Our surety bonds expire at various dates through 2028 and are expected to be renewed as required to meet ongoing obligations.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
15. HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS
We routinely assess potential alternative uses of our timberlands, as some properties may become more valuable for development, residential, recreation or other purposes. We periodically transfer, via a sale or contribution from the real estate investment trust (“REIT”) entities to taxable REIT subsidiaries (“TRS”), higher and better use (“HBU”) timberlands to enable land-use entitlement, development or marketing activities. We also acquire HBU properties in connection with timberland acquisitions. These properties are managed as timberlands until sold or developed. While the majority of HBU sales involve rural and recreational land, we also selectively pursue various land-use entitlements on certain properties for residential, commercial and industrial development in order to enhance the long-term value of such properties. For selected development properties, we also invest in targeted infrastructure improvements, such as roadways and utilities, to accelerate the marketability and improve the value of such properties.
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 June 30, 2026 are shown below:
Higher and Better Use Timberlands and Real Estate Development Investments
Land and Timber Development Investments Total
Non-current portion at December 31, 2025
$ 84,123 $ 41,967 $ 126,090
Plus: Current portion (a) 1,850 4,984 6,834
Total Balance at December 31, 2025
85,973 46,951 132,924
Non-cash cost of land and improved development ( 3,826 ) ( 2,174 ) ( 6,000 )
Amortization of parcel real estate development investments — ( 4,182 ) ( 4,182 )
Timber depletion from harvesting activities and basis of timber sold in real estate sales ( 1,826 ) — ( 1,826 )
Capitalized real estate development investments (b) — 18,487 18,487
HBU properties assumed in the merger with PotlatchDeltic (c) 59,563 — 59,563
Capital expenditures (silviculture) 3 — 3
Intersegment transfers 844 — 844
Total Balance at June 30, 2026
140,731 59,082 199,813
Less: Current portion (a) ( 2,060 ) ( 9,374 ) ( 11,434 )
Non-current portion at June 30, 2026
$ 138,671 $ 49,708 $ 188,379
(a) The current portion of Higher and Better Use Timberlands and Real Estate Development Investments is recorded in Inventory. See Note 16 — Inventory for additional information.
(b) Capitalized real estate development investments include $ 0.7 million of capitalized interest and $ 8.9 million of parcel real estate development investments. Parcel real estate development investments represent investments made for specific lots and/or commercial parcels that are under contract or expected to be ready for market within one year.
(c) Based on preliminary estimates of fair value as of January 30, 2026. See Note 2 — Merger with PotlatchDeltic Corporation for additional information.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
16. INVENTORY
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 —
Materials and supplies 34,605 —
Log inventory 32,047 —
Real estate inventory (a) 11,434 6,834
Total inventory $ 125,303 $ 6,834
(a) Represents the cost of HBU real estate expected to be sold, including capitalized development investments. See Note 15 — Higher And Better Use Timberlands and Real Estate Development Investments for additional information.
17. LEASES
TIMBERLAND LEASES
Our timberland leases typically have initial terms of approximately 30 to 65 years, with renewal provisions in some cases.
NON-TIMBERLAND LEASES
In addition to timberland holdings, we lease certain machinery and equipment and office space. Significant leased properties include regional offices in Spokane, Washington; Atlanta, Georgia; and Lufkin, Texas.
BALANCE SHEET CLASSIFICATION
The following table presents supplemental balance sheet information related to lease assets and liabilities as of June 30, 2026 and December 31, 2025:
Location on Balance Sheet June 30, 2026 December 31, 2025
Assets
Operating lease assets Operating lease right-of-use assets $ 23,875 $ 16,286
Finance lease assets (a) Machinery and equipment 12,367 —
Total lease assets $ 36,242 $ 16,286
Liabilities
Current:
Operating lease liabilities Other current liabilities $ 5,502 $ 2,617
Finance lease liabilities Other current liabilities 5,333 —
Long-term:
Operating lease liabilities Other non-current liabilities 18,382 13,669
Finance lease liabilities Other non-current liabilities 7,064 —
Total lease liabilities $ 36,281 $ 16,286
(a) Finance lease assets are presented net of accumulated amortization of $ 2.1 million as of June 30, 2026.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
LEASE MATURITIES, LEASE COST AND OTHER LEASE INFORMATION
The following table details our undiscounted lease obligations as of June 30, 2026 by type of lease and year of expiration:
Operating Leases Finance Leases
2026 $ 4,107 $ 2,987
2027 5,249 4,812
2028 4,178 3,141
2029 2,924 1,864
2030 2,539 505
Thereafter 10,397 —
Total undiscounted cash flows $ 29,394 $ 13,309
Imputed interest ( 5,510 ) ( 912 )
Total lease liabilities at June 30, 2026
$ 23,884 $ 12,397
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
Operating lease cost $ 1,008 $ 241 $ 1,764 $ 938
Finance lease cost:
Amortization of leased assets 1,262 — 2,102 —
Interest expense 152 — 261 —
Variable lease cost (a) 88 81 100 224
Total lease cost (b) $ 2,510 $ 322 $ 4,227 $ 1,162
(a) The majority of timberland leases are subject to increases or decreases based on either the Consumer Price Index, Producer Price Index, or market rates.
(b) Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet. Related costs are recognized on a straight-line basis over the lease term. Short-term lease expense was not material for the three and six months ended June 30, 2026 and 2025.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
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
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 1,692 $ 791
Operating cash flows from finance leases 261 —
Investing cash flows from operating leases 98 184
Financing cash flows from finance leases 2,066 —
Total cash paid for amounts included in the measurement of lease liabilities $ 4,117 $ 975
Lease liabilities arising from right-of-use assets assumed in the PotlatchDeltic merger:
Operating leases $ 7,733 —
Finance leases 13,446 —
Total lease liabilities arising from right-of-use assets assumed in the PotlatchDeltic merger $ 21,179 —
Right-of-use assets obtained in exchange for new lease liabilities:
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):
Operating leases 8 11
Finance leases 3 —
Weighted-average discount rate:
Operating leases 6 % 6 %
Finance leases 5 % —
We apply the following practical expedients as allowed under ASC 842:
Practical Expedient Description
Short-term leases We do not record right-of-use assets or liabilities for short-term leases (a lease that at commencement date has a lease term of 12 months or less and does not contain a purchase option that is reasonably certain to be exercised).
Separation of lease and non-lease components We elect not to separate non-lease components from associated lease components when (i) the components have the same timing and pattern of transfer and (ii) the combined component would be classified as an operating lease.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
18. PENSION AND OTHER POSTRETIREMENT EMPLOYEE BENEFITS
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
June 30, Three Months Ended
June 30,
Components of Net Periodic Benefit Cost Income Statement Location 2026 2025 2026 2025
Service Cost Selling and general expenses $ 1,268 — $ 7 $ 1
Service Cost Cost of sales ( 57 ) — — —
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
June 30,
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
Upon our merger with PotlatchDeltic Corporation, we assumed one qualified defined benefit pension plan, two nonqualified pension plans, and two other postretirement benefit plans. The expected return on plan assets for the qualified plan assumed is 6.5 %. The discount rate used to measure the projected benefit obligation as of January 30, 2026, was 5.65 % for the qualified and nonqualified pension plans and 5.50 % for the other postretirement benefit plans.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
FAIR VALUE OF PENSION PLAN ASSETS AND OBLIGATIONS
Consistent with accounting for the merger as the acquirer in a business combination (see Note 2 — Merger with PotlatchDeltic Corporation ), pension assets and benefit obligations for plans assumed from PotlatchDeltic were remeasured to reflect their fair value as of the merger date. This included updating asset values and reviewing discount rates to reflect market conditions as of the date of the merger. The following represents the fair values of these items as of January 30, 2026:
• $ 181.0 million qualified pension plan assets
• $ 197.0 million qualified pension plan projected benefit obligation
• $ 33.9 million nonqualified pension plan projected benefit obligation
• $ 14.0 million other postretirement accumulated benefit obligation
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; 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.
19. INCENTIVE STOCK PLANS
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
June 30,
2026 2025 2026 2025
Other operating expense, net (a) $ 1,440 — $ 12,949 $ 205
Selling and general expenses 3,544 3,267 6,235 5,012
Cost of sales 728 296 1,852 563
Timber and Timberlands, net (b) 141 65 230 129
Total stock-based incentive compensation $ 5,853 $ 3,628 $ 21,266 $ 5,909
Tax benefit recognized related to stock-based incentive compensation expense $ 315 $ 137 $ 972 $ 255
(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.
REPLACEMENT AWARDS FROM THE MERGER WITH POTLATCHDELTIC
In connection with the merger with PotlatchDeltic, Rayonier issued replacement awards in exchange for outstanding PotlatchDeltic equity awards based on the exchange ratio specified in the merger agreement. The replacement awards consisted of:
• 1,509,498 unvested restricted stock units issued to employees and directors;
• 234,882 vested deferred restricted stock units issued to employees and directors; and
• 280,588 vested deferred compensation stock equivalent units issued to directors.
PotlatchDeltic performance share awards were converted into time‑based replacement restricted stock units at the greater of (i) target performance or (ii) actual performance as of January 30, 2026. The original PotlatchDeltic performance awards were canceled upon exchange, and no performance conditions carried over to the replacement awards.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(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. The total fair value of the replacement awards was approximately $ 46.1 million, allocated as follows:
• $ 25.0 million attributable to pre-merger services (included in consideration transferred); and
• $ 21.1 million attributable to post-merger services (recognized prospectively as compensation expense over the remaining service period).
See Note 2 — Merger with PotlatchDeltic Corporation for additional information.
REPLACEMENT RESTRICTED STOCK UNITS
The replacement restricted stock units consist of (i) 1,509,498 unvested awards subject to remaining service-based vesting and (ii) 234,882 vested awards that have been deferred and will settle upon a participant’s separation from service or other defined settlement event.
The following acceleration events occurred in connection with the merger, with the related expense recorded within integration and merger-related costs (see Note 21 — Integration and Merger-Related Costs ):
• Director awards: 52,024 replacement restricted stock units held by non-employee directors vested in full at closing on January 30, 2026 pursuant to the change-in-control provisions of the underlying award 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
REPLACEMENT DEFERRED COMPENSATION STOCK EQUIVALENT UNITS
The replacement deferred compensation stock equivalent units represent vested awards originally issued under PotlatchDeltic’s deferred compensation plans, under which participants elected to defer cash or equity compensation into notional share-based accounts. The units settle in shares (or cash equivalent) upon a participant’s separation from service or other defined settlement event.
Because these awards were fully vested at the merger date, their entire fair value was attributed to pre-merger services and included in consideration transferred. Accordingly, no unrecognized compensation cost remains, and no compensation expense was recognized during the three 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
Weighted average price of deferred compensation stock equivalent units granted — $ 22.74
Intrinsic value of replacement deferred compensation stock equivalent units outstanding (a) $ 1,915 $ 1,915
(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
PERFORMANCE SHARE UNITS
In connection with the merger, all Rayonier performance share units outstanding as of the merger were deemed achieved at the greater of (i) target performance or (ii) actual performance as of January 30, 2026, and converted into 487,361 time-based restricted stock unit awards. The modification was accounted for in accordance with ASC 718. Because the fair value of the awards immediately before and after the modification was substantially the same, no incremental compensation cost resulted.
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.
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(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
20. OTHER OPERATING EXPENSE, NET
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 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 PotlatchDeltic Corporation and Note 21 — Integration and Merger-Related Costs for additional information.
(b) Restructuring charges include severance costs related to workforce optimization initiatives.
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(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
21. INTEGRATION AND MERGER-RELATED COSTS
On January 30, 2026, we completed our merger with PotlatchDeltic Corporation and concurrently began formulating and implementing integration plans. During the three 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 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
Accelerated stock-based compensation ( Note 19 )
1,440 12,949
Professional services 820 33,004
Other integration costs 346 1,036
Total integration and merger-related costs $ 10,351 $ 80,754
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. Accelerated stock-based compensation of $ 12.9 million is excluded as it is a non-cash charge with no corresponding accrued liability (see Note 19 ). 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 June 30, 2026 are not material.
Employee-Related Costs
Balance, December 31, 2025 —
Charges 26,020
Cash payments ( 14,613 )
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 June 30, 2026 are expected to be paid within one year. Total expected charges have not yet been determined. Estimates will be provided in future periods as integration plans are finalized.
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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
22. INCOME TAXES
Rayonier is a REIT under the Internal Revenue Code and generally is not subject to U.S. federal or state income tax on income distributed to shareholders. As of 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.
Certain operations, including wood products manufacturing, log trading and certain real estate activities, such as the entitlement, development and sale of HBU properties, are conducted through our TRS(s). The TRS subsidiaries are subject to United States federal and state corporate income tax. Therefore, income tax expense or benefit is primarily due to pre-tax book income or loss of the TRS, as well as permanent book versus tax differences and discrete items.
PROVISION FOR INCOME TAXES
The Company’s interim income tax provision is computed in accordance with ASC 740‑270, Income Taxes—Interim Reporting . Following the merger, management determined that estimating an annual effective tax rate for 2026 was not a reasonable basis for allocating income tax expense due to the increased complexity in forecasting annual taxable income of the newly merged companies. Accordingly, in 2026, the Company is recording income tax expense based on year‑to‑date pre-tax income and applicable statutory tax rates, with discrete items recognized in the period incurred. As a result, the Company is not disclosing an estimated annual effective tax rate for 2026 interim periods.
This change in methodology is applied prospectively and does not have a material impact on the Company's consolidated financial statements for the periods presented. The Company's effective tax rate is generally lower than the 21% U.S. statutory rate primarily due to its qualification as a REIT, whereby the majority of consolidated income is generated at the REIT level and not subject to U.S. federal or state income taxes. Income attributable to the Company's taxable REIT subsidiaries (TRS) is subject to corporate income tax at applicable statutory rates.
RELEASE OF VALUATION ALLOWANCE FOLLOWING MERGER
The Company assesses the realizability of its deferred tax assets and establishes a valuation allowance when it is more likely than not that some or all of such deferred tax assets will not be realized.
In connection with the PotlatchDeltic merger, the Company reassessed the realizability of its deferred tax assets. As a result of the transaction, the Company recorded net deferred tax liabilities, primarily related to taxable temporary differences associated with acquired tangible assets. These taxable temporary differences are expected to reverse in periods that support the realization of existing deferred tax assets. Based on this reassessment that it is more likely than not that certain deferred tax assets will be realized, the Company released a portion of its valuation allowance, resulting in an income tax benefit of $ 40.3 million upon completion of the merger on January 30, 2026.
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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
23. ACCUMULATED OTHER COMPREHENSIVE INCOME
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.
Foreign currency translation adjustments Net investment hedges of New Zealand subsidiary Cash flow hedges Employee benefit plans Total Rayonier, L.P. Allocation of Operating Partnership Total Rayonier Inc.
Balance as of December 31, 2024
($ 51,149 ) $ 1,321 $ 41,733 $ 230 ($ 7,865 ) ($ 2,564 ) ($ 10,429 )
Other comprehensive income before reclassifications 19,766 — 2,256 (a) 7 22,029 ( 104 ) 21,925
Amounts reclassified from AOCI — — ( 16,868 ) ( 6 ) (b) ( 16,874 ) 796 ( 16,078 )
Amounts reclassified from AOCI due to deconsolidation of discontinued operations 31,383 (c) ( 1,321 ) (c) ( 994 ) (c) — 29,068 — 29,068
Net other comprehensive income (loss) 51,149 ( 1,321 ) ( 15,606 ) 1 34,223 692 34,915
Balance as of December 31, 2025
— — $ 26,127 $ 231 $ 26,358 ($ 1,872 ) $ 24,486
Other comprehensive income before reclassifications — — 20,161 (a) — 20,161 ( 117 ) 20,044
Amounts reclassified from AOCI — — ( 7,671 ) ( 3 ) (b) ( 7,674 ) 101 ( 7,573 )
Net other comprehensive income (loss) — — 12,490 ( 3 ) 12,487 ( 16 ) 12,471
Balance as of
June 30, 2026
— — $ 38,617 $ 228 $ 38,845 ($ 1,888 ) $ 36,957
(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 postretirement costs. See Note 18 — Pension and Other Postretirement Employee Benefits for additional information.
(c) The year ended December 31, 2025 includes $ 29.1 million reclassified from AOCI to “Gain on sale of discontinued operations” in the Consolidated Statements of Income and Comprehensive Income (Loss) upon deconsolidation of our New Zealand operations on June 30, 2025.
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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(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 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
June 30, 2026 June 30, 2025
Realized gain on interest rate contracts ($ 7,671 ) ($ 9,040 ) Interest expense, net
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 )
24. RESTRICTED CASH
Restricted cash includes cash deposited with a like-kind exchange (“LKE”) intermediary and cash held in escrow. In order to qualify for LKE treatment, the proceeds from real estate sales must be deposited with a third-party intermediary. These proceeds are accounted for as restricted cash until a suitable replacement property is acquired. In the event LKE purchases are not completed, the proceeds are returned to the Company after 180 days and reclassified as available cash. Additionally, restricted cash includes cash balances held in escrow as collateral for certain contractual obligations related to our Heartwood development project as well as cash held in escrow for real estate sales.
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:
June 30, December 31, June 30,
2026 2025 2025
Restricted cash, non-current:
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
Total restricted cash shown in the Consolidated Balance Sheets 10,505 495 677
Cash and cash equivalents 411,760 842,944 892,256
Total cash, cash equivalents and restricted cash from continuing operations shown in the Consolidated Statements of Cash Flows $ 422,265 $ 843,439 $ 892,933
25. ASSETS HELD FOR SALE
Assets held for sale comprise properties not included in inventory that are expected to be sold within 12 months and meet the held-for-sale criteria of ASC 360-10-45-9. The basis of these properties was $ 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.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.