What changed in this filing

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Item 1. Financial Statements

2026-05-01 compared with 2025-10-31 · 100 added, 200 removed, 375 unchanged (44% of the section changed)

3 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Net sales (Note 3)

2 unchanged sentences

General and administrative expenses

Gain on sale of timberlands (Note 15)

Other operating (income) costs, net (Note 13)

11 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Other comprehensive income (loss):

1 unchanged sentence

Changes in unamortized actuarial loss, net of tax expense of $ 3 and $ 3

Changes in unamortized net prior service credit, net of tax benefit of $ 0 , $ 0 , $ 0 and $ 0

Unrealized (loss) gain on cash flow hedges (Note 9)

Changes in unamortized net prior service credit, net of tax expense of $ 0 and $ 0

Unrealized net gain on cash flow hedges, net of tax expense of $ 1 and $ 0 (Note 9)

Total other comprehensive income

4 unchanged sentences

DOLLAR AMOUNTS IN MILLIONS, EXCEPT PAR VALUE

SEPTEMBER 30,

Current assets:

3 unchanged sentences

Inventories (Note 5)

Assets held for sale (Note 15)

Assets held for sale

Prepaid expenses and other current assets

21 unchanged sentences

issued and outstanding:

720,861 thousand shares at September 30, 2025 and 725,845 thousand shares at December 31, 2024

721,043 thousand shares at March 31, 2026 and 720,531 thousand shares at December 31, 2025

Other capital

5 unchanged sentences

CONSOLIDATED STATEMENT OF CASH FLOWS

YEAR-TO-DATE ENDED

QUARTER ENDED

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2025

SEPTEMBER 2024

Cash flows from operations:

1 unchanged sentence

Depreciation, depletion and amortization

Basis of real estate sold

Basis of acres sold

Deferred income taxes, net

1 unchanged sentence

Share-based compensation expense (Note 12)

Gain on lumber mill sale (Note 16)

Gain on sale of timberlands (Note 15)

Receivables, net

7 unchanged sentences

Capital expenditures for timberlands reforestation

Acquisitions of timberlands (Note 15)

Proceeds from lumber mill sale (Note 16)

Proceeds from sale of timberlands (Note 15)

Net cash from investing activities

15 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER-SHARE FIGURES

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Common shares:

29 unchanged sentences

ACCRUED LIABILITIES

LONG-TERM DEBT AND LINE OF CREDIT

LONG-TERM DEBT, LINE OF CREDIT AND COMMERCIAL PAPER PROGRAM

FAIR VALUE OF FINANCIAL INSTRUMENTS

3 unchanged sentences

OTHER OPERATING (INCOME) COSTS, NET

TIMBERLAND ACQUISITIONS AND DIVESTITURES

TIMBERLAND DIVESTITURES

PRINCETON LUMBER MILL DIVESTITURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE QUARTERS AND YEAR-TO-DATE PERIODS ENDED SEPTEMBER 30, 2025 AND 2024

FOR THE QUARTERS ENDED MARCH 31, 2026 AND 2025

BASIS O F PRESENTATION

9 unchanged sentences

Results of operations for interim periods should not necessarily be regarded as indicative of the results that may be expected for the full year.

Summary of Significant Accounting Policies

The following updates the policies disclosed in Note 1:

Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the year ended December 31, 2024.

Derivative Instruments

At times, we may manage exposure to certain risks by entering into derivative instruments.

We do not enter into derivative instruments for speculative purposes.

We record all derivative instruments on our Consolidated Balance Sheet at fair value.

We are allowed to net settle transactions with respective counterparties for certain derivative instruments;

however, we have not offset derivative asset and liability balances on our Consolidated Balance Sheet .

For derivative instruments that are designated as hedging instruments in a qualifying cash flow hedge, the hedging instrument’s income or loss is reported as a component of other comprehensive income (loss) and recorded in accumulated other comprehensive loss on our Consolidated Balance Sheet .

The income or loss is subsequently reclassified into net earnings when the hedged transaction affects net earnings in the same line item as the underlying hedged transaction in our Consolidated Statement of Operations .

Where applicable, the initial value of hedged components excluded from the assessment of effectiveness are amortized over the life of the hedging instrument, using a systematic and rational method, and recognized in the same line item as the hedged transaction.

Cash flows from derivative instruments designated as hedging instruments are classified in the same category as the cash flows from the respective hedged transaction.

Fair Value of Financial Instruments .

Reclassifications

We have reclassified certain balances and results from prior years to be consistent with our 2026 reporting.

This makes balances comparable from year to year.

These changes include updates to the segment previously called Real Estate, Energy & Natural Resources, which has been renamed Strategic Land Solutions, effective first quarter 2026.

Reportable business lines included within the segment have been updated from Real Estate and Energy & Natural Resources to Real Estate, Natural Resources and Climate Solutions.

Refer to Note 2:

Business Segments for discussion of the activities which comprise each business line.

Our reclassifications had no effect on consolidated net earnings or equity.

BUSIN ESS SEGMENTS

5 unchanged sentences

● Timberlands – Logs, timber, recreational leases and other products;

● Real Estate, Energy and Natural Resources (Real Estate & ENR) – Real Estate (sales of timberlands) and ENR (rights to explore for and extract hard minerals, construction materials, natural gas production and wind and solar) and

● Strategic Land Solutions – Real Estate (sales of timberlands), Natural Resources (rights to explore for and extract hard minerals, construction materials and natural gas production) and Climate Solutions (conservation, mitigation banking, renewable energy, forest carbon and carbon capture and sequestration).

● Wood Products – Structural lumber, oriented strand board, engineered wood products and building materials distribution.

1 unchanged sentence

DOLLAR AMOUNTS IN MILLIONS

STRATEGIC LAND SOLUTIONS

WOOD PRODUCTS

UNALLOCATED ITEMS AND INTERSEGMENT ELIMINATIONS

QUARTER ENDED SEPTEMBER 2025

Net sales to unaffiliated customers

Intersegment sales

Costs of sales

Selling expenses

General and administrative expenses

Other segment items (1)

Net contribution (charge) to earnings

QUARTER ENDED SEPTEMBER 2024

Net sales to unaffiliated customers

Intersegment sales

Costs of sales

Selling expenses

General and administrative expenses

Other segment items (1)

Net contribution (charge) to earnings

YEAR-TO-DATE ENDED SEPTEMBER 2025

QUARTER ENDED MARCH 2026

Net sales to unaffiliated customers

5 unchanged sentences

Net contribution (charge) to earnings

YEAR-TO-DATE ENDED SEPTEMBER 2024

QUARTER ENDED MARCH 2025

Net sales to unaffiliated customers

6 unchanged sentences

(1) Other segment items for each reportable segment includes recurring and non-recurring income and expense items.

For our Wood Products segment, this includes an impairment charge related to the indefinite curtailment of our New Bern lumber mill for the quarter and year-to-date period ended September 30, 2024, product remediation recoveries for the year-to-date period ended September 30, 2024, and a gain on the sale of our Princeton lumber mill for the quarter and year-to-date period ended September 30, 2025.

For Unallocated Items, this includes non-operating pension and other post-employment benefit costs, interest income and other and insurance recoveries for all periods presented.

For our Timberlands segment, this includes gains on the sale of timberlands for the quarter ended March 31, 2026.

For our Wood Products segment, this includes product remediation insurance recoveries for the quarter ended March 31, 2026.

For Unallocated Items, this includes non-operating pension and other post-employment benefit costs and interest income and other for all periods presented.

Refer to Note 13:

2 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Net contribution to earnings

3 unchanged sentences

DOLLAR AMOUNTS IN MILLIONS

STRATEGIC LAND SOLUTIONS

WOOD PRODUCTS

UNALLOCATED ITEMS AND INTERSEGMENT ELIMINATIONS

QUARTER ENDED SEPTEMBER 2025

Depreciation, depletion and amortization

Capital expenditures

QUARTER ENDED SEPTEMBER 2024

Depreciation, depletion and amortization

Capital expenditures

YEAR-TO-DATE ENDED SEPTEMBER 2025

QUARTER ENDED MARCH 2026

Depreciation, depletion and amortization

Capital expenditures

YEAR-TO-DATE ENDED SEPTEMBER 2024

QUARTER ENDED MARCH 2025

Depreciation, depletion and amortization

1 unchanged sentence

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 30,

Timberlands and Real Estate & ENR (1)

Timberlands and Strategic Land Solutions (1)

Wood Products

Unallocated items

(1) Assets attributable to the Real Estate & ENR segment are combined with total assets for the Timberlands segment as we do not produce separate balance sheets internally.

(1) Assets attributable to the Strategic Land Solutions segment are combined with total assets for the Timberlands segment as we do not produce separate balance sheets internally.

REVENU E RECOGNITION

1 unchanged sentence

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Net sales to unaffiliated customers:

8 unchanged sentences

Net sales attributable to Timberlands segment

Real Estate & ENR segment

Energy and natural resources

Net sales attributable to Real Estate & ENR segment

Strategic Land Solutions segment

Natural resources

Climate solutions

Net sales attributable to Strategic Land Solutions segment

Wood Products segment

12 unchanged sentences

Our basic and diluted earnings per share were:

● $ 0.11 during third quarter 2025 and $ 0.35 during year-to-date 2 025;

● $ 0.04 during third quarter 2024 and $ 0.43 during year-to-date 2024.

● $ 0.22 during first quarter 2026 and

● $ 0.11 during first quarter 2025.

Basic earnings per share is net earnings divided by the weighted average number of our outstanding common shares, including stock equivalent units where there is no circumstance under which those shares would not be issued.

1 unchanged sentence

QUARTER ENDED

YEAR-TO-DATE ENDED

SHARES IN THOUSANDS

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Weighted average common shares outstanding – basic

10 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

SHARES IN THOUSANDS

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Stock options

Performance share units

3 unchanged sentences

Concurrently, the board of directors terminated the completed purchase authorization under the 2021 Repurchase Program.

We repurchased 980,114 common shares for approximately $ 25 million (including transaction fees) under the 2025 Repurchase Program during third quarter 2025 and 5,714,095 common shares for approximately $ 150 million (including transaction fees) under the share repurchase programs during year-to-date 2025.

As of September 30, 2025, we had remaining authorization of $ 948 million for future share repurchases under the 2025 Repurchase Program.

During third quarter 2024, we repurchased 820,706 common shares for approximately $ 26 million (including transaction fees) and 3,962,220 common shares for approximately $ 125 million (including transaction fees) during year-to-date 2024 under the 2021 Repurchase Program.

We repurchased 409,043 common shares for approximately $ 10 million (including transaction fees) under the 2025 Repurchase Program during first quarter 2026.

As of March 31, 2026, we had remaining authorization of $ 928 million for future share repurchases under the 2025 Repurchase Program.

During first quarter 2025 , we repurchased 845,049 common shares for approximately $ 25 million (including transaction fees) under the 2021 Repurchase Program.

All common stock repurchases under the share repurchase programs were made in open-market transactions.

1 unchanged sentence

We record a liability for repurchases that have not yet been settled as of period end.

There were no unsettled shares as of September 30, 2025 and 12,436 unsettl ed shares (less than $ 1 million) as of December 31, 2024 .

There were no unsettled shares as of March 31, 2026 and December 31, 2025 .

Inventories include raw materials, work-in-process and finished goods, as well as materials and supplies.

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 30,

LIFO inventories:

11 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Interest cost

1 unchanged sentence

Amortization of actuarial loss

Amortization of prior service cost

Total net periodic benefit cost – pension

1 unchanged sentence

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Interest cost

Amortization of actuarial loss

Amortization of prior service credit

Total net periodic benefit cost – other post-employment benefits

4 unchanged sentences

We evaluate the year-end estimated fair value of pension plan assets in the second quarter of each year to incorporate final net asset values reflected in financial statements received after we have filed our Annual Report on Form 10-K.

No adjustments to the

fair value of assets or projected benefit obligations were necessary during second quarter 2025.

ACCRU ED LIABILITIES

1 unchanged sentence

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 30,

Compensation and employee benefit costs

2 unchanged sentences

Taxes payable

LONG-TERM DEBT AND LINE OF CREDIT

LONG-TERM DEBT, LINE OF CREDIT AND COMMERCIAL PAPER PROGRAM

Long-term Debt

During third quarter 2025, we entered into an $ 800 millio n senior unsecured te rm loan agreement that will mature in August 2028 .

Net proceeds after fees were $ 799 million.

Borrowings will bear interest at a floating rate based on either the adjusted term Secured Overnight Financing Rate (SOFR) plus a spread or a mutually agreed-upon base rate plus a spread.

Additionally, we utilized approximately $ 500 million of the net proceeds of the term loan to partially redeem our $ 750 million 4.75 percent senior unsecured notes due in May 2026.

During first quarter 2026, we repaid our $ 150 million 7.70 percent debentures at maturity.

During first quarter 2025, we repaid our $ 139 million 8.50 percent debentures and our $ 71 million 7.95 percent debentures at maturity.

1 unchanged sentence

Net proceeds after fees were $ 299 million.

Borrowings will bear interest at a floating rate based on either the adjusted term SOFR plus a spread or a mutually agreed-upon base rate plus a spread.

Borrowings will bear interest at a floating rate based on either the adjusted term Secured Overnight Financing Rate ( SOFR) plus a spread or a mutually agreed-upon base rate plus a spread.

Line of Credit

In June 2025, we amended and restated our senior unsecured revolving credit facility to extend the expiration date to June 2030 , while increasing borrowing capacity from $ 1.5 billion to $ 1.75 billion.

During second quarter 2025, we amended and restated our senior unsecured revolving credit facility to extend the expiration date to June 2030 , while increasing borrowing capacity from $ 1.5 billion to $ 1.75 billion.

Borrowings will bear interest at a floating rate based on either the adjusted term SOFR plus a spread or a mutually agreed-upon base rate plus a spread.

We had no outstanding borrowings on our revolving credit facility as of September 30, 2025 or December 31, 2024 .

We had no outstanding borrowings on our revolving credit facility as of March 31, 2026 or December 31, 2025.

Commercial Paper Program

During fourth quarter 2025, we established a commercial paper program under which we may issue short-term, unsecured commercial paper notes pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Under this program, we may issue notes from time to time in an aggregate amount not to exceed $ 1.75 billion outstanding at any time.

The notes will have maturities of up to 397 days from the date of issue and will not be subject to voluntary prepayment or redemption prior to maturity.

We use our revolving credit facility as a liquidity backstop for the repayment of short-term unsecured notes issued under the commercial paper program.

There were no notes outstanding under this program as of March 31, 2026 or December 31, 2025 .

FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair value and carrying value of our long-term debt consisted of the following:

SEPTEMBER 30,

DOLLAR AMOUNTS IN MILLIONS

5 unchanged sentences

The difference between the fair value and the carrying value represents the theoretical net premium or discount we would pay or receive to retire all debt at the measurement date.

Fair Value of Derivative Instruments Designated as Cash Flow Hedges

The Derivative Instruments section of Note 1:

Basis of Presentation provides information about how we account for derivative instruments as cash flow hedges.

Derivative Instruments Designated as Cash Flow Hedges

Interest Rate Swap Hedging Relationship

During third quarter 2025, we entered into interest rate swaps with the risk management objective of managing exposure to interest rate volatility by converting variable rate debt obligations associated with our new $ 800 million term loan into fixed rate payments.

During third quarter 2025, we entered into interest rate swaps with the risk management objective of managing exposure to interest rate volatility by converting variable rate debt obligations associated with our $ 800 million term loan due in 2028 into fixed rate payments.

The interest rate swaps provide the right to make fixed rate payments to the counterparty in exchange for variable, SOFR-based payments on a monthly settlement schedule.

As of September 30, 2025 , our interest rate swap agreements with an aggregate notional amount of $ 800 million were designated as cash flow hedging instruments of variable, SOFR-based interest payments on our $ 800 million term loan.

No comparable activity was present as of and for the year ended December 31, 2024.

An unrealized loss on interest rate swaps designated as cash flow hedging instruments of $ 2 million was recognized in "Other comprehensive income" in our Consolidated Statement of Comprehensive Income for the quarter and year-to-date period ended September 30, 2025.

The unrealized loss for the year-to-date period of $ 2 million was recorded in "Accumulated other comprehensive loss" on our Consolidated Balance Sheet as of September 30, 2025.

As of September 30, 2025, the current and noncurrent fair value of interest rate swaps designated as cash flow hedging instruments in a liability position of less than $ 1 million an d $ 2 million are recorded in " Accrued Liabilities " and " Other Liabilities " on our Consolidated Balance Sheet , respectively.

As of March 31, 2026 and December 31, 2025, our interest rate swap agreements with an aggregate notional amount o f $ 800 million were designated as cash flow hedging instruments of variable, SOFR-based interest payments on our $ 800 million term loan.

Foreign Currency Hedging Relationship

1 unchanged sentence

Our forward contracts provide the right to buy specified quantities of euros during predetermined future periods at predetermined future rates.

As of September 30, 2025, all forward contracts with an aggregate notional amount of $ 36 million were designated as cash flow hedging instruments of hedged forecasted foreign-currency denominated purchases of equipment.

No comparable activity was present as of and for the year ended December 31, 2024.

An unrealized loss on forward contracts designated as cash flow hedging instrume nts of less than $ 1 million and an unrealized gain of $ 6 million were recognized in “Other comprehensive income” in our Consolidated Statement of Comprehensive Income for the quarter and year-to-date period ended September 30, 2025, respectively.

The unrealized gain for the year-to-date period of $ 6 million was recorded in “Accumulated other comprehensive loss” on our Consolidated Balance Sheet as of September 30, 2025.

As of September 30, 2025, the current and noncurrent fair value of forward contracts designated as cash flow hedging instruments in an asset position of $ 2 million and $ 1 million are reco rded in " Prepaid expenses and other current assets " and " Other assets " on our Consolidated Balance Sheet , respectively.

As of March 31, 2026 and December 31, 2025, all forward contracts with an aggregate notional amount of $ 20 million and $ 32 million, respectively, were designated as cash flow hedging instruments of hedged forecasted foreign-currency denominated purchases of equipment.

The current and noncurrent fair value of our outstanding derivatives designated as cash flow hedging instruments as recorded on our Consolidated Balance Sheet are summarized below:

DERIVATIVE ASSETS

DERIVATIVE LIABILITIES

DOLLAR AMOUNTS IN MILLIONS

PREPAID EXPENSES AND OTHER CURRENT ASSETS

ACCRUED LIABILITIES

OTHER LIABILITIES

AS OF MARCH 31, 2026

Interest rate swaps

Foreign currency forward contracts

Total fair value

AS OF DECEMBER 31, 2025

Interest rate swaps

Foreign currency forward contracts

Total fair value

The unrealized net gain on our outstanding derivative instruments recognized in "Other comprehensive income" in our Consolidated Statement of Comprehensive Income and recorded in "Accumulated other comprehensive loss" on our Consolidated Balance Sheet are summarized below:

QUARTER ENDED

DOLLAR AMOUNTS IN MILLIONS

Interest rate swaps

Foreign currency forward contracts

Total unrealized net gain on cash flow hedges

Fair Value of Other Financial Instruments

10 unchanged sentences

● have been notified that we may be a potentially responsible party related to the cleanup of other hazardous waste sites for which proceedings have not yet been initiated.

As of September 30, 2025, our total accrual for future estimated remediation costs on active Superfund sites and other sites for which we are potentially responsible was approximately $ 78 million .

As of March 31, 2026, our total accrual for future estimated remediation costs on active Superfund sites and other sites for which we are potentially responsible was approximately $ 90 million .

These amounts are recorded in "Accrued liabilities" and "Other liabilities" on our Consolidated Balance Sheet .

2 unchanged sentences

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Balance at beginning of period

Other comprehensive loss before reclassifications

Other comprehensive income before reclassifications

Amounts reclassified from accumulated other comprehensive loss to earnings (2)

4 unchanged sentences

Other comprehensive loss before reclassifications

Amounts reclassified from accumulated other comprehensive loss to earnings (2)

Total other comprehensive loss

3 unchanged sentences

Translation adjustments

Unrealized (loss) gain on cash flow hedges (1)

Unrealized gain on cash flow hedges (1)

Total other comprehensive (loss) income

5 unchanged sentences

SHARE-B ASED COMPENSATION

Share-based compensation activity during year-to-date 2025 included the following:

Share-based compensation activity during first quarter 2026 included the following:

SHARES IN THOUSANDS

7 unchanged sentences

The weighted average grant date fair value of PSUs granted in 2026 was $ 26.29 .

The final number of shares granted in 2025 will vest between a range of 0 percent to 150 percent of each grant's target, depending upon actual company total shareholder return (TSR) compared against the TSR of an industry peer group.

The final number of shares granted in 2026 will vest between a range of 0 percent to 150 percent of each grant's target, depending upon actual company total shareholder return (TSR) compared against the TSR of an industry peer group, as well as company progress in achieving EBITDA growth targets.

TSR assumes full reinvestment of dividends.

PSUs granted in 2025 will vest at a maximum of 100 percent of target value in the event of negative absolute company TSR.

In the event of negative absolute TSR, the TSR component used in the blended payout calculation is capped at 125 percent.

Weighted Average Assumptions Used in Estimating the Value of Performance Share Units Granted in 2026

6 unchanged sentences

Expected volatility

22.20 % – 25.70 %

OTHER OPERAT ING (INCOME) COSTS, NET

1 unchanged sentence

QUARTER ENDED

YEAR-TO-DATE ENDED

DOLLAR AMOUNTS IN MILLIONS

SEPTEMBER 2025

SEPTEMBER 2024

SEPTEMBER 2025

SEPTEMBER 2024

Environmental remediation charges

Gain on lumber mill sale

Insurance recoveries

Litigation expense, net

Product remediation recovery

Product remediation insurance recovery

Research and development expenses

Restructuring, impairments and other charges

Total other operating (income) costs, net

As a real estate investment trust (REIT), we generally are not subject to federal corporate income taxes on REIT taxable income that is distributed to shareholders.

We are required to pay corporate income taxes on earnings of our Taxable REIT Subsidiaries (TRSs), which include our Wood Products segment and a portion of our Timberlands and Real Estate & ENR segments.

We are required to pay corporate income taxes on earnings of our Taxable REIT Subsidiaries (TRSs), which include our Wood Products segment and a portion of our Timberlands and Strategic Land Solutions segments.

The quarterly provision for income taxes is based on our current estimate of the annual effective tax rate and is adjusted for discrete taxable events that have occurred during the year.

Our 2026 estimated annual effective tax rate, excluding discrete items, differs from the U.S.

federal statutory tax rate of 21 percent pr imarily due to state and foreign income taxes and tax benefits associated with our nontaxable REIT earnings.

federal statutory tax rate of 21 percent primarily due to state and foreign income taxes and tax benefits associated with our nontaxable REIT earnings.

Tax Legislation

1 unchanged sentence

1, commonly known as the One Big, Beautiful Bill Act (the OBBBA), was enacted.

The OBBBA contains significant changes to corporate taxation, including accelerated deductions for capital spending, expensing of research and development costs and increased deductibility of interest expense.

Additionally, effective for taxable years beginning after December 31, 2025, the value of TRS securities that a REIT may hold will increase from 20 percent to 25 percent of the value of the REIT’s total assets.

The OBBBA contained significant changes to corporate taxation, including accelerated deductions for capital spending, expensing of research and development costs and increased deductibility of interest expense.

Additionally, effective for taxable years beginning after December 31, 2025, the value of TRS securities that a REIT may hold increased from 20 percent to 25 percent of the value of the REIT’s total assets.

We do not expect a material impact to our 2026 financial statements due to the enactment of the OBBBA.

TIMBERLAND ACQUISITIONS AND DIVESTITURES

On October 30, 2025, we announced an agreement to sell 86 thousand acres of Georgia and Alabama timberlands for approximately $ 220 million.

The sale is subject to customary closing conditions and is expected to close in fourth quarter 2025.

This sale is not considered a strategic shift that had, or will have, a major effect on our operations or financial results and therefore does not meet the requirements for presentation as discontinued operations.

However, the related assets have met the relevant criteria to be classified as held for sale on our current period Consolidated Balance Sheet .

As of September 30, 2025, assets held for sale of $ 101 million within our Timberlands segment were included in "Assets held for sale" on our Consolidated Balance Sheet .

On October 1, 2025, we completed the sale of 28 thousand acres of Oregon timberlands for approximately $ 190 million.

However, the related assets have met the relevant criteria to be classified as held for sale on our current period Consolidated Balance Sheet .

As of September 30, 2025, assets held for sale of $ 40 million within our Timberlands segment were included in "Assets held for sale" on our Consolidated Balance Sheet .

On August 27, 2025, we completed the purchase of 117 thousand acres of North Carolina and Virginia timberlands for $ 364 million.

We recorded $ 361 million of timberland assets in "Timber and timberlands at cost, less depletion" and $ 3 million of rel ated assets in "Property and equipment, net" on our Consolidated Balance Sheet .

On August 13, 2025, we completed the purchase of approximately 10 thousand acres of Washington timberlands for $ 95 million.

We recorded $ 94 million of timberland assets in "Timber and timberlands at cost, less depletion" and $ 1 million of related assets in "Property and equipment, net" on our Consolidated Balance Sheet .

On July 25, 2024, we announced acquisitions totaling 84 thousand acres of Alabama timberlands for $ 244 million.

The first transaction was completed

on May 30, 2024 and was comprised of 13 thousand acres for $ 48 million.

We recorded $ 47 million of timberland assets in "Timber and timberlands at cost, less depletion" and $ 1 million of related assets in "Property and equipment, net" on our Consolidated Balance Sheet .

The second transaction was completed on August 28, 2024 and was comprised of 32 thousand acres for $ 82 million.

We recorded $ 81 million of timberland assets in "Timber and timberlands at cost, less depletion" and $ 1 million of related assets in "Property and equipment, net" on our Consolidated Balance Sheet .

The third transaction was completed on October 9, 2024 and was comprised of 39 thousand acres for $ 114 million.

PRINCETON LUMBER MILL DIVESTITURE

On September 2, 2025, we completed the sale of our Princeton lumber mill for approximately $ 85 mil lion.

The total purchase price is inclusive of mill assets, the associated timber licenses in British Columbia and the value of working capital as of the closing date.

Pursuant to the transaction closing, a gain on the sale of $ 29 million was recognized within our Wood Products segment in "Other operating (income) costs, net" in our Consolidated Statement of Operations .

The transfer of all associated timber licenses in British Columbia remains subject to regulatory approval as of third quarter 2025, which we expect will follow in the ensuing months.

A portion of the total purchase price is held in escrow as of the date of the sale and will be released in conjunction with the transfer of the associated timber licenses.

We recorded this portion within "Receivables, net" and "Other assets, net" on our Consolidated Balance Sheet .

TIMBERLAND DIVE STITURES

In February 2026, we completed the sale of 108 thousand acres of Virginia timberlands for $ 192 million, which is net of purchase price adjustments and closing costs.

As a result of the sale, we recorded a $ 58 million gain in the Timberlands segment in our Consolidated Statement of Operations .

This sale was not considered a strategic shift that had, or will have, a major effect on our operations or financial results and therefore did not meet the requirements for presentation as discontinued operations.

PRINCETON LUMBER MILL DIV ESTITURE

In third quarter 2025, we completed the sale of our Princeton lumber mill for a total purchase price of approximately $ 85 million.

The total purchase price was inclusive of mill assets, the associated timber licenses in British Columbia and the value of working capital as of the closing date.

Pursuant to the transaction closing, a gain on the sale of $ 29 million was recognized.

The transfer of all associated timber licenses in British Columbia was subject to regulatory approval and a portion of the total purchase price was held in escrow to be released in conjunction with the approval and transfer of these licenses.

In April 2026, we obtained all necessary approvals and completed the transfer of the associated licenses.

As a result, we received final proceeds of $ 22 million.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements