UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended September 30, 2026
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
| For the transition period from to | |||||
RAYONIER INC.
(Exact name of registrant as specified in its charter)
| North Carolina | 1-6780 | 13-2607329 | ||||||||||||
| (State or other Jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
Rayonier, L.P.
(Exact name of registrant as specified in its charter)
| Delaware | 333-237246 | 91-1313292 | ||||||||||||
| (State or other Jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
1 RAYONIER WAY
WILDLIGHT, FL 32097
(Principal Executive Office)
Telephone Number: (904) 357-9100
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbol | Exchange | ||||||
| Common Shares, no par value, of Rayonier Inc. | RYN | New York Stock Exchange | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Rayonier Inc. Yes ☒ No ☐ Rayonier, L.P. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Rayonier Inc. Yes ☒ No ☐ Rayonier, L.P. Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Rayonier Inc.
| Large Accelerated Filer | ☒ | Accelerated Filer | ☐ | Non-accelerated Filer | ☐ | Smaller Reporting Company | ☐ | Emerging Growth Company | ☐ | ||||||||||||||||||||
Rayonier, L.P.
| Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | Non-accelerated Filer | ☒ | Smaller Reporting Company | ☐ | Emerging Growth Company | ☐ | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Rayonier Inc. ☐ Rayonier, L.P. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Rayonier Inc. Yes ☐ No ☒ Rayonier, L.P. Yes ☐ No ☒
As of October 30, 2026, Rayonier Inc. had 295,091,442 Common Shares outstanding. As of October 30, 2026, Rayonier, L.P. had 1,610,399 Units outstanding.
EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q for the quarterly period ended September 30, 2026 of Rayonier Inc., a North Carolina corporation, and Rayonier, L.P., a Delaware limited partnership. Unless stated otherwise or the context otherwise requires, references to “Rayonier” or “the Company” mean Rayonier Inc. and references to the “Operating Partnership” mean Rayonier, L.P. References to “we,” “us,” and “our” mean collectively Rayonier Inc., the Operating Partnership and entities/subsidiaries owned or controlled by Rayonier Inc. and/or the Operating Partnership.
Rayonier Inc. has elected to be taxed as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, effective December 31, 2004. We operate as an umbrella partnership REIT (“UPREIT”), conducting substantially all business through the Operating Partnership. Rayonier Inc. is the sole general partner of the Operating Partnership. On May 8, 2020, Rayonier, L.P. acquired Pope Resources, a Delaware Limited Partnership (“Pope Resources”) and issued approximately 4.45 million operating partnership units (“OP Units” or “Redeemable Operating Partnership Units”) of Rayonier, L.P. as partial merger consideration. These OP Units are generally considered to be economic equivalents to Rayonier common shares and receive distributions equal to the dividends paid on Rayonier common shares.
As of September 30, 2026, the Company owned a 99.5% interest in the Operating Partnership, with the remaining 0.5% interest owned by 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.
Rayonier Inc. and the Operating Partnership are operated as one business. The management of the Operating Partnership consists of the same members as the management of Rayonier Inc. As general partner with control of the Operating Partnership, Rayonier Inc. consolidates Rayonier, L.P. for financial reporting purposes, and has no material assets or liabilities other than its investment in the Operating Partnership.
We believe combining the quarterly reports of Rayonier Inc. and Rayonier, L.P. into this single report results in the following benefits:
•Strengthens investors’ understanding of Rayonier Inc. and the Operating Partnership by enabling them to view the business as a single operating unit in the same manner as management views and operates the business;
•Creates efficiencies for investors by reducing duplicative disclosures and providing a single comprehensive document; and
•Generates time and cost savings associated with the preparation of the reports when compared to preparing separate reports for each entity.
There are a few important differences between Rayonier Inc. and the Operating Partnership in the context of how Rayonier Inc. operates as a consolidated company. The Company itself does not conduct business, other than through acting as the general partner of the Operating Partnership and issuing equity or equity-related instruments from time to time. The Operating Partnership holds, directly or indirectly, substantially all of the Company’s assets. Likewise, all debt is incurred by the Operating Partnership or entities/subsidiaries owned or controlled by the Operating Partnership. The Operating Partnership conducts substantially all of the Company’s business and is structured as a partnership with no publicly traded equity.
To help investors understand the significant differences between the Company and the Operating Partnership, this report includes:
•Separate Consolidated Financial Statements for Rayonier Inc. and Rayonier, L.P.;
•A combined set of Notes to the Consolidated Financial Statements with separate discussions of per share and per unit information, noncontrolling interests and shareholders’ equity and partners’ capital, as applicable;
•A combined Management’s Discussion and Analysis of Financial Condition and Results of Operations which includes specific information related to each reporting entity;
•A separate Part I, Item 4. Controls and Procedures related to each reporting entity;
•A separate Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds; and
•Separate Exhibit 31 and 32 certifications for each reporting entity within Part II, Item 6.
| TABLE OF CONTENTS | |||||||||||
| Item | Page | ||||||||||
| PART I - FINANCIAL INFORMATION | |||||||||||
| 1. | |||||||||||
| 2. | |||||||||||
| 3. | |||||||||||
| 4. | |||||||||||
| PART II - OTHER INFORMATION | |||||||||||
| 1. | |||||||||||
| 2. | |||||||||||
| 5. | |||||||||||
| 6. | |||||||||||
i
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(Dollars in thousands, except per share amounts)
See Notes to Consolidated Financial Statements.
1
RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
See Notes to Consolidated Financial Statements.
2
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 | ||||||||||||||||||||||||
3
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 | Shareholders’ Equity | ||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||
| Balance, June 30, 2026 | 298,607,178 | $5,150,249 | $24,946 | $36,957 | $5,212,152 | ||||||||||||||||||||||||
| Net income | — | — | 123,935 | — | 123,935 | ||||||||||||||||||||||||
| Net income attributable to noncontrolling interests in the Operating Partnership | — | — | (667) | — | (667) | ||||||||||||||||||||||||
Dividends ($0.26 per share) (a) | — | — | (77,258) | — | (77,258) | ||||||||||||||||||||||||
| Equity issuance costs | — | (250) | — | — | (250) | ||||||||||||||||||||||||
| Dividend equivalents on deferred stock | — | 95 | (95) | — | — | ||||||||||||||||||||||||
| Issuance of common shares under incentive stock plans | 145,892 | — | — | — | — | ||||||||||||||||||||||||
| Stock-based incentive compensation | — | 3,945 | — | — | 3,945 | ||||||||||||||||||||||||
| Repurchase of common shares to pay withholding taxes on vested incentive stock awards | (4,376) | (96) | — | — | (96) | ||||||||||||||||||||||||
| Repurchase of common shares made under repurchase program | (2,846,914) | — | (59,782) | — | (59,782) | ||||||||||||||||||||||||
| Adjustment of noncontrolling interests in the Operating Partnership | — | — | 25 | — | 25 | ||||||||||||||||||||||||
| Pension and postretirement benefit plans | — | — | — | (2) | (2) | ||||||||||||||||||||||||
| Cash flow hedges | — | — | — | 31,578 | 31,578 | ||||||||||||||||||||||||
| Allocation of other comprehensive income to noncontrolling interests in the Operating Partnership | — | — | — | (143) | (143) | ||||||||||||||||||||||||
| Balance, September 30, 2026 | 295,901,780 | $5,153,943 | $11,104 | $68,390 | $5,233,437 | ||||||||||||||||||||||||
(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.
4
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 | |||||||||||||||||||||||||||||
5
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, June 30, 2025 | 154,761,232 | $1,726,418 | $545,087 | $30,712 | — | $2,302,217 | |||||||||||||||||||||||||||||
| Income from continuing operations | — | — | 43,709 | — | — | 43,709 | |||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interests in the Operating Partnership | — | — | (522) | — | — | (522) | |||||||||||||||||||||||||||||
Dividends ($0.2725 per share) (a) | — | — | (42,595) | — | — | (42,595) | |||||||||||||||||||||||||||||
| Issuance of common shares under incentive stock plans | 2,010 | — | — | — | — | — | |||||||||||||||||||||||||||||
| Stock-based incentive compensation | — | 2,598 | — | — | — | 2,598 | |||||||||||||||||||||||||||||
| Repurchase of common shares to pay withholding taxes on vested incentive stock awards | (298) | (7) | — | — | — | (7) | |||||||||||||||||||||||||||||
| Repurchase of common shares made under repurchase program | (1,226,384) | — | (30,103) | — | — | (30,103) | |||||||||||||||||||||||||||||
| Adjustment of noncontrolling interests in the Operating Partnership | — | — | (1,350) | — | — | (1,350) | |||||||||||||||||||||||||||||
| Conversion of units into common shares | 334,594 | 8,058 | — | — | — | 8,058 | |||||||||||||||||||||||||||||
| Pension and postretirement benefit plans | — | — | — | (2) | — | (2) | |||||||||||||||||||||||||||||
| Cash flow hedges | — | — | — | (3,748) | — | (3,748) | |||||||||||||||||||||||||||||
| Allocation of other comprehensive loss to noncontrolling interests in the Operating Partnership | — | — | — | 450 | — | 450 | |||||||||||||||||||||||||||||
| Balance, September 30, 2025 | 153,871,154 | $1,737,067 | $514,226 | $27,412 | — | $2,278,705 | |||||||||||||||||||||||||||||
(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.
6
RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| OPERATING ACTIVITIES | |||||||||||
| Net income | $130,665 | $454,231 | |||||||||
| Adjustments to reconcile net income to cash provided by operating activities: | |||||||||||
| Depreciation, depletion and amortization from continuing operations | 206,963 | 81,731 | |||||||||
| Depreciation, depletion and amortization from discontinued operations | — | 9,081 | |||||||||
| Non-cash cost of land and improved development | 19,019 | 40,046 | |||||||||
| Stock-based incentive compensation expense | 25,211 | 8,507 | |||||||||
| Deferred income taxes | (28,759) | (2,571) | |||||||||
| Timber write-offs resulting from casualty events | 2,284 | — | |||||||||
| Income from large disposition of timberlands | (90,645) | — | |||||||||
| Interest received under swaps with other-than-insignificant financing element | (16,610) | — | |||||||||
| Gain on sale of discontinued operations | — | (404,463) | |||||||||
| Asset impairment charge | — | 7,048 | |||||||||
| Other | 28,087 | 15,692 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Receivables | (12,052) | 1,514 | |||||||||
| Inventories | (5,730) | 235 | |||||||||
| Accounts payable | 18,106 | (1,130) | |||||||||
| All other operating activities | (24,325) | (5,049) | |||||||||
| CASH PROVIDED BY OPERATING ACTIVITIES | 252,214 | 204,872 | |||||||||
| INVESTING ACTIVITIES | |||||||||||
| Capital expenditures from continuing operations | (70,112) | (35,024) | |||||||||
| Capital expenditures from discontinued operations | — | (7,098) | |||||||||
| Real estate development investments | (16,770) | (11,888) | |||||||||
| Net proceeds from large disposition of timberlands | 935 | — | |||||||||
| Purchase of timberlands | (11,524) | — | |||||||||
| Net cash consideration for merger with PotlatchDeltic | (24,769) | — | |||||||||
| Interest received under swaps with other-than-insignificant financing element | 16,610 | — | |||||||||
| Net proceeds on sale of discontinued operations (a) | — | 688,300 | |||||||||
| Net proceeds on sale of property, plant and equipment | 57 | 4,146 | |||||||||
| Other | 9,555 | 4,444 | |||||||||
| CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES | (96,018) | 642,880 | |||||||||
| FINANCING ACTIVITIES | |||||||||||
| Repayment of debt | (227,500) | — | |||||||||
| Dividends paid on common shares (b) | (236,343) | (195,378) | |||||||||
| Distributions to noncontrolling interests in the Operating Partnership (c) | (1,281) | (2,505) | |||||||||
| Equity issuance costs | (1,116) | — | |||||||||
| Repurchase of common shares to pay withholding taxes on vested incentive stock awards | (3,330) | (2,685) | |||||||||
| Repurchase of common shares made under repurchase program | (163,243) | (67,654) | |||||||||
| Payments made under finance leases | (3,547) | — | |||||||||
| Redemption of Operating Partnership units | (1,411) | — | |||||||||
| Distributions to noncontrolling interests in consolidated affiliates | — | (3,082) | |||||||||
| Debt issuance costs | — | (779) | |||||||||
| CASH USED FOR FINANCING ACTIVITIES | (637,771) | (272,083) | |||||||||
| EFFECT OF EXCHANGE RATE CHANGES ON CASH | — | 1,390 | |||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH | |||||||||||
| Change in cash, cash equivalents and restricted cash | (481,575) | 577,059 | |||||||||
| 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 | 361,864 | 920,259 | |||||||||
| Balance from discontinued operations, end of period | — | — | |||||||||
| Total Balance, end of period | $361,864 | $920,259 | |||||||||
(a)The nine months ended September 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.
7
RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
(Dollars in thousands)
(b)The nine months ended September 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 nine months ended September 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.
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | |||||||||||
| Cash paid during the period: | |||||||||||
| Interest (a) | $19,913 | $13,933 | |||||||||
| Income taxes (b) | 704 | 4,038 | |||||||||
| Non-cash operating activity: | |||||||||||
| Right of use assets obtained for new operating lease liabilities | 4,518 | — | |||||||||
| Non-cash investing activity: | |||||||||||
| Capital assets purchased on account | 8,083 | 5,372 | |||||||||
| Timberlands acquired in exchange for timberlands sold | 141,766 | — | |||||||||
| Non-cash finance activity: | |||||||||||
| Equity consideration for the merger with PotlatchDeltic | 3,228,420 | — | |||||||||
| Right of use assets obtained for new finance lease liabilities | 3,037 | — | |||||||||
| 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 received of $15.4 million and $7.9 million for the nine months ended September 30, 2026 and September 30, 2025, respectively. For additional information on patronage refunds, see Note 8 — Debt in the 2025 Form 10-K. Interest paid for the nine months ended September 30, 2025 includes $1.5 million from discontinued operations.
(b)Income taxes paid for the nine months ended September 30, 2025 includes $3.8 million from discontinued operations.
See Notes to Consolidated Financial Statements.
8
RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(Dollars in thousands, except per unit amounts)
See Notes to Consolidated Financial Statements.
9
RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
| September 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS | |||||||||||
| Cash and cash equivalents | $361,350 | $842,944 | |||||||||
Trade receivables, less allowance for doubtful accounts of $516 and $209 | 51,334 | 9,101 | |||||||||
| Other receivables | 17,142 | 7,171 | |||||||||
| 138,588 | 6,834 | ||||||||||
| Prepaid expenses | 19,260 | 9,873 | |||||||||
| 2,360 | 5,429 | ||||||||||
| Other current assets | 5,035 | 2,403 | |||||||||
| Total current assets | 595,069 | 883,755 | |||||||||
| TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION | 6,001,553 | 2,299,484 | |||||||||
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT | 169,069 | 126,090 | |||||||||
| PROPERTY, PLANT AND EQUIPMENT | |||||||||||
| Land | 25,019 | 5,581 | |||||||||
| Buildings | 120,353 | 24,493 | |||||||||
| Machinery and equipment | 355,520 | 6,977 | |||||||||
| Construction in progress | 13,012 | 2,386 | |||||||||
| Total property, plant and equipment, gross | 513,904 | 39,437 | |||||||||
| Less — accumulated depreciation | (55,244) | (20,909) | |||||||||
| Total property, plant and equipment, net | 458,660 | 18,528 | |||||||||
| 514 | 495 | ||||||||||
| 27,893 | 16,286 | ||||||||||
| OTHER ASSETS | 211,254 | 60,015 | |||||||||
| TOTAL ASSETS | $7,464,012 | $3,404,653 | |||||||||
| LIABILITIES, REDEEMABLE OPERATING PARTNERSHIP UNITS AND CAPITAL | |||||||||||
| CURRENT LIABILITIES | |||||||||||
| Accounts payable | $41,322 | $12,775 | |||||||||
| 138,750 | 199,982 | ||||||||||
| Accrued taxes | 17,280 | 5,070 | |||||||||
| Accrued payroll and benefits | 49,891 | 15,740 | |||||||||
| Accrued interest | 11,374 | 4,517 | |||||||||
| Deferred revenue | 42,747 | 19,260 | |||||||||
| Other current liabilities | 35,547 | 13,937 | |||||||||
| Total current liabilities | 336,911 | 271,281 | |||||||||
| 1,716,739 | 845,335 | ||||||||||
| 55,566 | 1,399 | ||||||||||
| LONG-TERM DEFERRED REVENUE | 12,278 | 9,600 | |||||||||
| LONG-TERM DEFERRED TAX LIABILITIES, NET | 18,857 | 83 | |||||||||
| OTHER NON-CURRENT LIABILITIES | 51,827 | 26,757 | |||||||||
REDEEMABLE OPERATING PARTNERSHIP UNITS (NOTE 6) 1,610,399 and 1,682,894 Units outstanding, respectively | 38,397 | 40,463 | |||||||||
| CAPITAL | |||||||||||
| General partners’ capital | 51,629 | 21,834 | |||||||||
| Limited partners’ capital | 5,111,387 | 2,161,543 | |||||||||
| 70,421 | 26,358 | ||||||||||
| TOTAL CAPITAL | 5,233,437 | 2,209,735 | |||||||||
| TOTAL LIABILITIES, REDEEMABLE OPERATING PARTNERSHIP UNITS AND CAPITAL | $7,464,012 | $3,404,653 | |||||||||
See Notes to Consolidated Financial Statements.
10
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 | ||||||||||||||||||||||
| Net income | 1,239 | 122,696 | — | 123,935 | ||||||||||||||||||||||
Distributions on units ($0.26 per unit) | (777) | (76,888) | — | (77,665) | ||||||||||||||||||||||
| Equity issuance costs | (2) | (248) | — | (250) | ||||||||||||||||||||||
| Stock-based incentive compensation | 39 | 3,906 | — | 3,945 | ||||||||||||||||||||||
| Repurchase of units to pay withholding taxes on vested incentive stock awards | (1) | (95) | — | (96) | ||||||||||||||||||||||
| Repurchase of units made under repurchase program | (598) | (59,184) | — | (59,782) | ||||||||||||||||||||||
| Adjustment of Redeemable Operating Partnership Units | (4) | (374) | — | (378) | ||||||||||||||||||||||
| Pension and postretirement benefit plans | — | — | (2) | (2) | ||||||||||||||||||||||
| Cash flow hedges | — | — | 31,578 | 31,578 | ||||||||||||||||||||||
| Balance, September 30, 2026 | $51,629 | $5,111,387 | $70,421 | $5,233,437 | ||||||||||||||||||||||
11
RAYONIER, L.P. AND SUBSIDIARIES
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 | |||||||||||||||||||||||||||
| Income from continuing operations | 437 | 43,272 | — | — | 43,709 | |||||||||||||||||||||||||||
Distributions on units ($0.2725 per unit) | (431) | (42,639) | — | — | (43,070) | |||||||||||||||||||||||||||
| Stock-based incentive compensation | 26 | 2,572 | — | — | 2,598 | |||||||||||||||||||||||||||
| Repurchase of units to pay withholding taxes on vested incentive stock awards | — | (7) | — | — | (7) | |||||||||||||||||||||||||||
| Repurchase of units made under repurchase program | (301) | (29,802) | — | — | (30,103) | |||||||||||||||||||||||||||
| Adjustment of Redeemable Operating Partnership Units | (9) | (938) | — | — | (947) | |||||||||||||||||||||||||||
| Conversion of units into common shares | 80 | 7,978 | — | — | 8,058 | |||||||||||||||||||||||||||
| Pension and postretirement benefit plans | — | — | (2) | — | (2) | |||||||||||||||||||||||||||
| Cash flow hedges | — | — | (3,748) | — | (3,748) | |||||||||||||||||||||||||||
| Balance, September 30, 2025 | $22,492 | $2,226,733 | $29,480 | — | $2,278,705 | |||||||||||||||||||||||||||
(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.
12
RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| OPERATING ACTIVITIES | |||||||||||
| Net income | $130,665 | $454,231 | |||||||||
| Adjustments to reconcile net income to cash provided by operating activities: | |||||||||||
| Depreciation, depletion and amortization from continuing operations | 206,963 | 81,731 | |||||||||
| Depreciation, depletion and amortization from discontinued operations | — | 9,081 | |||||||||
| Non-cash cost of land and improved development | 19,019 | 40,046 | |||||||||
| Stock-based incentive compensation expense | 25,211 | 8,507 | |||||||||
| Deferred income taxes | (28,759) | (2,571) | |||||||||
| Timber write-offs resulting from casualty events | 2,284 | — | |||||||||
| Income from large disposition of timberlands | (90,645) | — | |||||||||
| Interest received under swaps with other-than-insignificant financing element | (16,610) | — | |||||||||
| Gain on sale of discontinued operations | — | (404,463) | |||||||||
| Asset impairment charge | — | 7,048 | |||||||||
| Other | 28,087 | 15,692 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Receivables | (12,052) | 1,514 | |||||||||
| Inventories | (5,730) | 235 | |||||||||
| Accounts payable | 18,106 | (1,130) | |||||||||
| All other operating activities | (24,325) | (5,049) | |||||||||
| CASH PROVIDED BY OPERATING ACTIVITIES | 252,214 | 204,872 | |||||||||
| INVESTING ACTIVITIES | |||||||||||
| Capital expenditures from continuing operations | (70,112) | (35,024) | |||||||||
| Capital expenditures from discontinued operations | — | (7,098) | |||||||||
| Real estate development investments | (16,770) | (11,888) | |||||||||
| Net proceeds from large disposition of timberlands | 935 | — | |||||||||
| Purchase of timberlands | (11,524) | — | |||||||||
| Net cash consideration for merger with PotlatchDeltic | (24,769) | — | |||||||||
| Interest received under swaps with other-than-insignificant financing element | 16,610 | — | |||||||||
| Net proceeds on sale of discontinued operations (a) | — | 688,300 | |||||||||
| Net proceeds on sale of property, plant and equipment | 57 | 4,146 | |||||||||
| Other | 9,555 | 4,444 | |||||||||
| CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES | (96,018) | 642,880 | |||||||||
| FINANCING ACTIVITIES | |||||||||||
| Repayment of debt | (227,500) | — | |||||||||
| Distributions on units (b) | (237,624) | (197,883) | |||||||||
| Equity issuance costs | (1,116) | — | |||||||||
| Repurchase of units to pay withholding taxes on vested incentive stock awards | (3,330) | (2,685) | |||||||||
| Repurchase of units made under repurchase program | (163,243) | (67,654) | |||||||||
| Payments made under finance leases | (3,547) | — | |||||||||
| Redemption of units | (1,411) | — | |||||||||
| Distributions to noncontrolling interests in consolidated affiliates | — | (3,082) | |||||||||
| Debt issuance costs | — | (779) | |||||||||
| CASH USED FOR FINANCING ACTIVITIES | (637,771) | (272,083) | |||||||||
| EFFECT OF EXCHANGE RATE CHANGES ON CASH | — | 1,390 | |||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH | |||||||||||
| Change in cash, cash equivalents and restricted cash | (481,575) | 577,059 | |||||||||
| 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 | 361,864 | 920,259 | |||||||||
| Balance from discontinued operations, end of period | — | — | |||||||||
| Total Balance, end of period | $361,864 | $920,259 | |||||||||
13
RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
(Dollars in thousands)
(a)The nine months ended September 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 nine months ended September 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.
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | |||||||||||
| Cash paid during the period: | |||||||||||
| Interest (a) | $19,913 | $13,933 | |||||||||
| Income taxes (b) | 704 | 4,038 | |||||||||
| Non-cash operating activity: | |||||||||||
| Right of use assets obtained for new operating lease liabilities | 4,518 | — | |||||||||
| Non-cash investing activity: | |||||||||||
| Capital assets purchased on account | 8,083 | 5,372 | |||||||||
| Timberlands acquired in exchange for timberlands sold | 141,766 | — | |||||||||
| Non-cash finance activity: | |||||||||||
| Unit consideration for the merger with PotlatchDeltic | 3,228,420 | — | |||||||||
| Right of use assets obtained for new finance lease liabilities | 3,037 | — | |||||||||
| 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 nine months ended September 30, 2026 and September 30, 2025, respectively. For additional information on patronage refunds, see Note 8 — Debt in the 2025 Form 10-K. Interest paid for the nine months ended September 30, 2025 includes $1.5 million from discontinued operations.
(b)Income taxes paid for the nine months ended September 30, 2025 includes $3.8 million from discontinued operations.
See Notes to Consolidated Financial Statements.
14
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
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 September 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.
SUMMARY OF UPDATES TO SIGNIFICANT ACCOUNTING POLICIES
CASH FLOW CLASSIFICATION
We evaluate the cash flow classification of each real estate sale based on the nature of the land sold and the purpose of the sale. Proceeds from sales of productive timberland that are driven by portfolio management and/or capital allocation considerations, do not reflect a premium attributable to a higher and better use (such as rural, development or conservation use), and involve timberland generally held to grow and harvest timber rather than for resale are generally classified as investing activities, consistent with timberland acquisitions. Proceeds from all other real estate sales, including sales reflecting a premium attributable to a higher and better use, are generally classified as operating activities. See Note 4 — Segment and Geographical Information.
15
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
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 nine months ended September 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.
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 income, 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.
16
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
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.
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
On November 3, 2026, our Board of Directors approved a $300 million increase to the Company’s existing share repurchase authorization. As of October 30, 2026, approximately $51.2 million remained available under the existing authorization, prior to the $300 million increase. The increase had no effect on our financial position or results of operations as of and for the periods ended September 30, 2026.
17
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
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 more 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 common stock | $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.
18
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 contains the amounts of cash transferred in the merger and net cash consideration shown in the Consolidated Statements of Cash Flows for the nine months ended September 30, 2026:
| September 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 $7.0 million and $87.8 million of merger-related costs during the three and nine months ended September 30, 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 $1.1 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 preliminary 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. During the three months ended September 30, 2026, the Company recorded measurement period adjustments to the preliminary purchase price allocation, as described below.
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 bare land in our timberland regions, real estate development properties and the country club, and to measure economic obsolescence of wood products property, plant and equipment.
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 and for timberland roads and bridges.
Market Approach — Estimates fair value based on observable market prices, including prices from recent comparable transactions. This approach was primarily used to value merchantable timber, by applying current stumpage prices to estimated timber volumes, and certain land and long-term debt instruments.
19
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
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, as previously reported, the measurement period adjustments recorded during the three months ended September 30, 2026, and the preliminary allocation as adjusted are as follows:
| As Previously Reported (a) | Measurement Period Adjustments | As Adjusted September 30, 2026 | |||||||||||||||
| Cash and cash equivalents | $22,485 | — | $22,485 | ||||||||||||||
| Trade and other receivables | 45,254 | — | 45,254 | ||||||||||||||
| Inventory | 113,788 | — | 113,788 | ||||||||||||||
| Other current assets | 8,845 | — | 8,845 | ||||||||||||||
| Timber and timberlands | 3,630,527 | 95,520 | 3,726,047 | ||||||||||||||
| Higher and Better Use Timberlands and Real Estate Development Investments | 59,563 | (24,513) | 35,050 | ||||||||||||||
| Property, plant and equipment | 564,282 | (108,410) | 455,872 | ||||||||||||||
| Other assets | 135,229 | 4,044 | 139,273 | ||||||||||||||
| Total identifiable assets acquired | $4,579,973 | ($33,359) | $4,546,614 | ||||||||||||||
| Accounts payable | 7,817 | — | 7,817 | ||||||||||||||
| Current maturities of long-term debt | 27,500 | — | 27,500 | ||||||||||||||
| Accrued taxes | 5,728 | — | 5,728 | ||||||||||||||
| Other current liabilities | 78,853 | 1,047 | 79,900 | ||||||||||||||
| Long-term debt | 1,009,500 | — | 1,009,500 | ||||||||||||||
| Pension and other postretirement benefits | 63,888 | — | 63,888 | ||||||||||||||
| Deferred income tax liabilities, net | 75,668 | (27,804) | 47,864 | ||||||||||||||
| Other non-current liabilities | 35,345 | (6,602) | 28,743 | ||||||||||||||
| Total liabilities assumed | $1,304,299 | ($33,359) | $1,270,940 | ||||||||||||||
| Total net assets acquired | $3,275,674 | — | $3,275,674 | ||||||||||||||
(a)As previously reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026.
Measurement Period Adjustments
The measurement period adjustments resulted from updated information obtained during the measurement period about facts and circumstances that existed as of the acquisition date, primarily from the receipt of updated third-party valuation analyses. The adjustments primarily reflect:
•an increase of $95.5 million to timber and timberlands, reflecting updated valuations of timberland assets, including bare land, pre-merchantable timber, and merchantable timber;
•a decrease of $108.4 million to property, plant and equipment, reflecting updated replacement cost and economic obsolescence estimates for the acquired wood products manufacturing facilities and the allocation of certain real estate assets between land and buildings;
•a decrease of $24.5 million to higher and better use timberlands and real estate development investments, reflecting updated valuations of real estate held for development and the allocation noted above;
•a decrease of $27.8 million to deferred income tax liabilities, reflecting the tax effect of the adjustments above; and
•other adjustments to other assets, other current liabilities, and other non-current liabilities that were not individually significant.
20
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
The measurement period adjustments had no effect on total consideration transferred or total net assets acquired. The following table presents the effect of the measurement period adjustments on the Consolidated Statements of Income and Comprehensive Income (Loss) for the three months ended September 30, 2026, including the portion that related to the period from January 31, 2026 through June 30, 2026 and would have been recognized in prior periods had the adjustments been recognized as of the acquisition date:
| Three Months Ended September 30, 2026 | Related to January 31 – June 30, 2026 | |||||||
| Depletion expense | $10,225 | $5,611 | ||||||
| Depreciation expense | 5,135 | 3,217 | ||||||
| Road amortization expense | (1,355) | (847) | ||||||
| Non-cash cost of land sold | (3,246) | (2,982) | ||||||
| Cost of sales | $10,759 | $4,999 | ||||||
| Selling, general and administrative | (102) | (73) | ||||||
| Equity in (loss) of unconsolidated joint venture | (1,488) | (1,488) | ||||||
| Other miscellaneous expense, net | ($1,488) | ($1,488) | ||||||
| Decrease to income before income taxes | $12,145 | $6,414 | ||||||
| Income tax benefit | $988 | $512 | ||||||
Goodwill
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.
Remaining Open Items
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.
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.
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.
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 September 30, 2026:
| Three Months Ended September 30, 2026 | Nine Months Ended September 30, 2026 | |||||||
| Revenue | $293,866 | $747,433 | ||||||
| Net income | $8,122 | $15,130 | ||||||
21
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | $565,567 | $491,710 | $1,312,202 | $1,224,414 | |||||||||||||||||||
| Income (loss) from continuing operations | 136,731 | 37,984 | 204,048 | (128,651) | |||||||||||||||||||
| Income from discontinued operations, net of tax | — | — | — | 406,346 | |||||||||||||||||||
| Net income | 136,731 | 37,984 | 204,048 | 277,695 | |||||||||||||||||||
| Rayonier Inc. | |||||||||||||||||||||||
| Net income attributable to Rayonier Inc. | $135,994 | $37,746 | $202,931 | $276,018 | |||||||||||||||||||
| Basic earnings (loss) per share - continuing operations | $0.46 | $0.13 | $0.68 | ($0.43) | |||||||||||||||||||
| Diluted earnings (loss) per share - continuing operations | $0.46 | $0.13 | $0.67 | ($0.43) | |||||||||||||||||||
| Basic earnings per share - discontinued operations | — | — | — | $1.37 | |||||||||||||||||||
| Diluted earnings per share - discontinued operations | — | — | — | $1.37 | |||||||||||||||||||
| Basic earnings per share attributable to Rayonier Inc. | $0.46 | $0.13 | $0.68 | $0.93 | |||||||||||||||||||
| Diluted earnings per share attributable to Rayonier Inc. | $0.46 | $0.13 | $0.67 | $0.93 | |||||||||||||||||||
| Rayonier, L.P. | |||||||||||||||||||||||
| Net income attributable to Rayonier, L.P. | $136,731 | $37,984 | $204,048 | $277,887 | |||||||||||||||||||
| Basic earnings (loss) per unit - continuing operations | $0.46 | $0.13 | $0.68 | ($0.43) | |||||||||||||||||||
| Diluted earnings (loss) per unit - continuing operations | $0.46 | $0.13 | $0.67 | ($0.43) | |||||||||||||||||||
| Basic earnings per unit - discontinued operations | — | — | — | $1.37 | |||||||||||||||||||
| Diluted earnings per unit - discontinued operations | — | — | — | $1.37 | |||||||||||||||||||
| Basic earnings per unit attributable to Rayonier, L.P. | $0.46 | $0.13 | $0.68 | $0.93 | |||||||||||||||||||
| Diluted earnings per unit attributable to Rayonier, L.P. | $0.46 | $0.13 | $0.67 | $0.93 | |||||||||||||||||||
22
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
The unaudited pro forma financial information above reflects the following material nonrecurring pro forma adjustments:
• Removal from the three months ended September 30, 2026 of measurement period adjustments relating to January 31 – June 30, 2026.
•Incremental depletion and depreciation expense resulting from the fair values as adjusted 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;
• 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 September 30, | Nine Months Ended September 30, | |||||||||||||
| Rayonier incurred costs | $7,024 | $87,778 | ||||||||||||
| PotlatchDeltic pre-acquisition costs | — | 34,858 | ||||||||||||
| Total pro forma cost shift | $7,024 | $122,636 | ||||||||||||
• 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.
23
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
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 nine months ended September 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 nine months ended September 30, 2026 and 2025, as presented in “Income from discontinued operations” in the Consolidated Statements of Income and Comprehensive Income (Loss):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Sales | — | — | — | $109,332 | |||||||||||||||||||
| Costs and Expenses | |||||||||||||||||||||||
| Cost of sales | — | — | — | (102,050) | |||||||||||||||||||
| Other operating expense, net (a) | — | — | — | (3,400) | |||||||||||||||||||
| — | — | — | (105,450) | ||||||||||||||||||||
| Operating income from discontinued operations | — | — | — | 3,882 | |||||||||||||||||||
| Interest expense, net | — | — | — | (1,508) | |||||||||||||||||||
| Interest income | — | — | — | 202 | |||||||||||||||||||
| Income from operations of discontinued operations before income taxes | — | — | — | 2,576 | |||||||||||||||||||
| Income tax expense | — | — | — | (693) | |||||||||||||||||||
| Income from operations of discontinued operations, net of tax | — | — | — | 1,883 | |||||||||||||||||||
| Gain on sale of discontinued operations (b) | — | — | — | 404,463 | |||||||||||||||||||
| Income from discontinued operations | — | — | — | 406,346 | |||||||||||||||||||
| Less: Net income from discontinued operations attributable to noncontrolling interests in the Operating Partnership | — | — | — | (5,375) | |||||||||||||||||||
| Less: Net loss from discontinued operations attributable to noncontrolling interests in consolidated affiliates | — | — | — | 192 | |||||||||||||||||||
| Net income from discontinued operations attributable to Rayonier Inc. | — | — | — | $401,163 | |||||||||||||||||||
(a)The nine months ended September 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 nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Depreciation, depletion and amortization | — | — | — | $9,081 | |||||||||||||||||||
| Capital expenditures | — | — | — | 7,098 | |||||||||||||||||||
24
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
4. SEGMENT AND GEOGRAPHICAL INFORMATION
As of September 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 prevailing market prices 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 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 from operations of discontinued operations, gain on sale of discontinued operations, asset impairment charges, restructuring charges and Large Dispositions.
Effective July 1, 2026, we revised our definition of Large Dispositions, which are excluded from Adjusted EBITDA, to transactions involving the sale of productive timberland assets that are driven by portfolio management and/or capital allocation considerations and do not reflect a premium attributable to a higher and better use (such as rural, development or conservation use). This revision did not change previously reported Adjusted EBITDA.
We believe that Operating income, 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 income as determined in accordance with U.S. GAAP. Operating income as presented in the Consolidated Statements of Income and Comprehensive Income (Loss) includes the results of both reportable segments and corporate activities. Segment Operating income 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 reported in the consolidated financial statements.
25
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
The following tables summarize the segment information for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended | Southern Timber | Northwest Timber | Wood Products | Real Estate | Total | ||||||||||||||||||||||||
| September 30, 2026 | |||||||||||||||||||||||||||||
| Sales from external customers (a) | $97,132 | $54,252 | $206,199 | $207,984 | $565,567 | ||||||||||||||||||||||||
| Intersegment revenue (b) | 10,290 | 19,350 | — | — | 29,640 | ||||||||||||||||||||||||
| Total sales (a) | $107,422 | $73,602 | $206,199 | $207,984 | $595,207 | ||||||||||||||||||||||||
| Costs and Expenses | |||||||||||||||||||||||||||||
| Freight, logging and hauling | (42,875) | (32,114) | (26,477) | — | (101,466) | ||||||||||||||||||||||||
| Fiber costs | — | — | (82,274) | — | (82,274) | ||||||||||||||||||||||||
| Manufacturing costs | — | — | (67,565) | — | (67,565) | ||||||||||||||||||||||||
| Finished goods inventory change | — | — | 1,979 | — | 1,979 | ||||||||||||||||||||||||
| Depreciation, depletion and amortization (a) | (31,722) | (28,642) | (15,374) | (35,472) | (111,210) | ||||||||||||||||||||||||
| Non-cash cost of land and improved development (a) | — | — | — | (22,710) | (22,710) | ||||||||||||||||||||||||
| Other costs and expenses (c) | (12,156) | (9,201) | (4,843) | (15,639) | (41,839) | ||||||||||||||||||||||||
| Reportable segment operating income | $20,669 | $3,645 | $11,645 | $134,163 | $170,122 | ||||||||||||||||||||||||
| Add: Depreciation, depletion and amortization | 31,722 | 28,642 | 15,374 | 4,045 | 79,783 | ||||||||||||||||||||||||
| Add: Non-cash cost of land and improved development | — | — | — | 986 | 986 | ||||||||||||||||||||||||
| Less: Large Dispositions (d) | — | — | — | (90,645) | (90,645) | ||||||||||||||||||||||||
| Reportable segment adjusted EBITDA | $52,391 | $32,287 | $27,019 | $48,549 | $160,246 | ||||||||||||||||||||||||
| Reconciliation of reportable segment results to consolidated income before taxes | |||||||||||||||||||||||||||||
| All other EBITDA (e) | ($14,362) | ||||||||||||||||||||||||||||
| Intersegment eliminations (f) | (1,308) | ||||||||||||||||||||||||||||
| Interest, net and miscellaneous expense | (12,663) | ||||||||||||||||||||||||||||
| Depreciation, depletion and amortization | (80,307) | ||||||||||||||||||||||||||||
| Non-cash cost of land and improved development | (986) | ||||||||||||||||||||||||||||
| Non-operating expense | (2,573) | ||||||||||||||||||||||||||||
| Large Dispositions (d) | 90,645 | ||||||||||||||||||||||||||||
| Costs related to the merger with PotlatchDeltic (g) | (7,024) | ||||||||||||||||||||||||||||
| Income from Continuing Operations Before Income Taxes | $131,668 | ||||||||||||||||||||||||||||
| Income tax expense | (7,733) | ||||||||||||||||||||||||||||
| Net Income | $123,935 | ||||||||||||||||||||||||||||
(a)Real Estate segment sales, depreciation, depletion and amortization, and non-cash cost of land and improved development include $145.0 million, $31.4 million, and $21.7 million, respectively, from Large Dispositions.
(b)Intersegment revenue reflects logs sold from the Timber segments to Wood Products.
(c)Other costs and expenses for each reportable segment primarily includes other direct and indirect cost of sales and selling and general expenses.
(d)Large Dispositions are defined as sales of productive timberland, driven by portfolio management and/or capital allocation considerations and do not reflect a premium attributable to a higher and better use (such as a rural, development or conservation use). The three months ended September 30, 2026 includes the sale of approximately 36,000 acres for an aggregate sale price of $145.0 million.
(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) income, net.”
26
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
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 | ||||||||||||||||||||||||
| September 30, 2025 | |||||||||||||||||||||||||||||
| Sales | $66,834 | $19,941 | — | $90,756 | $177,531 | ||||||||||||||||||||||||
| Costs and Expenses | |||||||||||||||||||||||||||||
| Freight, logging and hauling | (13,779) | (8,400) | — | — | (22,179) | ||||||||||||||||||||||||
| Depreciation, depletion and amortization | (20,139) | (4,637) | — | (9,605) | (34,381) | ||||||||||||||||||||||||
| Non-cash cost of land and improved development | — | — | — | (30,745) | (30,745) | ||||||||||||||||||||||||
| Other costs and expenses (a) | (10,374) | (5,154) | — | (23,999) | (39,527) | ||||||||||||||||||||||||
| Reportable segment operating income | $22,542 | $1,750 | — | $26,407 | $50,699 | ||||||||||||||||||||||||
| Add: Depreciation, depletion and amortization | 20,139 | 4,637 | — | 9,605 | 34,381 | ||||||||||||||||||||||||
| Add: Non-cash cost of land and improved development | — | — | — | 30,745 | 30,745 | ||||||||||||||||||||||||
| Add: Asset impairment charge (b) | — | — | — | 7,048 | 7,048 | ||||||||||||||||||||||||
| Reportable segment adjusted EBITDA | $42,681 | $6,387 | — | $73,805 | $122,873 | ||||||||||||||||||||||||
| Reconciliation of reportable segment results to consolidated income before taxes | |||||||||||||||||||||||||||||
| All other EBITDA (c) | ($8,569) | ||||||||||||||||||||||||||||
| Interest, net and miscellaneous income | 3,038 | ||||||||||||||||||||||||||||
| Depreciation, depletion and amortization | (34,801) | ||||||||||||||||||||||||||||
| Non-cash cost of land and improved development | (30,745) | ||||||||||||||||||||||||||||
| Non-operating expense | (1,039) | ||||||||||||||||||||||||||||
| Asset impairment charge (b) | (7,048) | ||||||||||||||||||||||||||||
| Net Income (d) | $43,709 | ||||||||||||||||||||||||||||
(a)Other costs and expenses for each reportable segment primarily includes other direct and indirect cost of sales and selling and general expenses.
(b)Asset impairment charge reflects an impairment charge recognized on certain real estate assets located in Washington, which were acquired in the 2020 merger with Pope Resources. The asset impairment charge is recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Cost of sales.”
(c)All other EBITDA includes corporate and other expenses.
(d)As no income tax expense was recognized for the three months ended September 30, 2025, net income is equal to income before taxes.
27
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
| Nine Months Ended | Southern Timber | Northwest Timber | Wood Products | Real Estate | Total | ||||||||||||||||||||||||
| September 30, 2026 | |||||||||||||||||||||||||||||
| Sales from external customers (a) | $275,105 | $131,454 | $510,843 | $321,431 | $1,238,833 | ||||||||||||||||||||||||
| Intersegment revenue (b) | 28,602 | 40,203 | — | — | 68,805 | ||||||||||||||||||||||||
| Total sales (a) | $303,707 | $171,657 | $510,843 | $321,431 | $1,307,638 | ||||||||||||||||||||||||
| Costs and Expenses | |||||||||||||||||||||||||||||
| Freight, logging and hauling | (115,638) | (78,707) | (66,762) | — | (261,107) | ||||||||||||||||||||||||
| Fiber costs | — | — | (211,924) | — | (211,924) | ||||||||||||||||||||||||
| Manufacturing costs | — | — | (172,266) | — | (172,266) | ||||||||||||||||||||||||
| Finished goods inventory change | — | — | 7,725 | — | 7,725 | ||||||||||||||||||||||||
| Depreciation, depletion and amortization (a) | (107,009) | (51,424) | (31,940) | (46,285) | (236,658) | ||||||||||||||||||||||||
| Non-cash cost of land and improved development (a) | — | — | — | (40,743) | (40,743) | ||||||||||||||||||||||||
| Other costs and expenses (c) | (39,882) | (25,736) | (9,906) | (44,615) | (120,139) | ||||||||||||||||||||||||
| Reportable segment operating income | $41,178 | $15,790 | $25,770 | $189,788 | $272,526 | ||||||||||||||||||||||||
| Add: Depreciation, depletion and amortization | 107,009 | 51,424 | 31,940 | 14,857 | 205,230 | ||||||||||||||||||||||||
| Add: Non-cash cost of land and improved development | — | — | — | 19,019 | 19,019 | ||||||||||||||||||||||||
| Less: Large Dispositions (d) | — | — | — | (90,645) | (90,645) | ||||||||||||||||||||||||
| Add: Timber write-offs resulting from casualty events (e) | 2,284 | — | — | — | 2,284 | ||||||||||||||||||||||||
| Add: Inventory purchase price adjustment in cost of sales (f) | — | — | 1,153 | — | 1,153 | ||||||||||||||||||||||||
| Reportable segment adjusted EBITDA | $150,471 | $67,214 | $58,863 | $133,019 | $409,567 | ||||||||||||||||||||||||
| Reconciliation of reportable segment results to consolidated income before taxes | |||||||||||||||||||||||||||||
| All other EBITDA (g) | ($43,822) | ||||||||||||||||||||||||||||
| Intersegment eliminations (h) | (3,327) | ||||||||||||||||||||||||||||
| Interest, net and miscellaneous expense | (31,873) | ||||||||||||||||||||||||||||
| Depreciation, depletion and amortization | (206,963) | ||||||||||||||||||||||||||||
| Non-cash cost of land and improved development | (19,019) | ||||||||||||||||||||||||||||
| Non-operating expense | (2,197) | ||||||||||||||||||||||||||||
| Large Dispositions (d) | 90,645 | ||||||||||||||||||||||||||||
| Costs related to the merger with PotlatchDeltic (i) | (87,778) | ||||||||||||||||||||||||||||
| Timber write-offs resulting from casualty events (e) | (2,284) | ||||||||||||||||||||||||||||
| Inventory purchase price adjustment in cost of sales (f) | (1,153) | ||||||||||||||||||||||||||||
| Income from Continuing Operations Before Income Taxes | $101,796 | ||||||||||||||||||||||||||||
| Income tax benefit (j) | 28,869 | ||||||||||||||||||||||||||||
| Net Income | $130,665 | ||||||||||||||||||||||||||||
(a)Real Estate segment sales, depreciation, depletion and amortization, and non-cash cost of land and improved development include $145.0 million, $31.4 million, and $21.7 million, respectively, from Large Dispositions.
(b)Intersegment revenue reflects logs sold from the Timber segments to Wood Products.
(c)Other costs and expenses for each reportable segment primarily includes other direct and indirect cost of sales and selling and general expenses.
(d)Large Dispositions are defined as sales of productive timberland, driven by portfolio management and/or capital allocation considerations and do not reflect a premium attributable to a higher and better use (such as a rural, development or conservation use). The nine months ended September 30, 2026 includes the sale of approximately 36,000 acres for an aggregate sale price of $145.0 million.
(e)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.”
(f)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.”
(g)All other EBITDA includes corporate and other expenses.
(h)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.
28
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
(i)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) income, net.”
(j)Includes a $40.3 million tax benefit from the release of a valuation allowance. See Note 22 — Income Taxes for additional information.
| Nine Months Ended | Southern Timber | Northwest Timber | Wood Products | Real Estate | Total | ||||||||||||||||||||||||
| September 30, 2025 | |||||||||||||||||||||||||||||
| Sales | $171,102 | $65,533 | — | $130,355 | $366,990 | ||||||||||||||||||||||||
| Costs and Expenses | |||||||||||||||||||||||||||||
| Freight, logging and hauling | (39,502) | (27,598) | — | — | (67,100) | ||||||||||||||||||||||||
| Depreciation, depletion and amortization | (52,826) | (15,595) | — | (12,050) | (80,471) | ||||||||||||||||||||||||
| Non-cash cost of land and improved development | — | — | — | (40,046) | (40,046) | ||||||||||||||||||||||||
| Other costs and expenses (a) | (33,487) | (18,802) | — | (43,023) | (95,312) | ||||||||||||||||||||||||
| Reportable segment operating income | $45,287 | $3,538 | — | $35,236 | $84,061 | ||||||||||||||||||||||||
| Add: Depreciation, depletion and amortization | 52,826 | 15,595 | — | 12,050 | 80,471 | ||||||||||||||||||||||||
| Add: Non-cash cost of land and improved development | — | — | — | 40,046 | 40,046 | ||||||||||||||||||||||||
| Add: Asset impairment charge (b) | — | — | — | 7,048 | 7,048 | ||||||||||||||||||||||||
| Reportable segment adjusted EBITDA | $98,113 | $19,133 | — | $94,380 | $211,626 | ||||||||||||||||||||||||
| Reconciliation of reportable segment results to consolidated income before taxes | |||||||||||||||||||||||||||||
| All other EBITDA (c) | ($25,377) | ||||||||||||||||||||||||||||
| Interest, net and miscellaneous expense | (4,695) | ||||||||||||||||||||||||||||
| Depreciation, depletion and amortization | (81,731) | ||||||||||||||||||||||||||||
| Non-cash cost of land and improved development | (40,046) | ||||||||||||||||||||||||||||
| Non-operating expense (d) | (3,443) | ||||||||||||||||||||||||||||
| Asset impairment charge (b) | (7,048) | ||||||||||||||||||||||||||||
| Restructuring charges (e) | (1,110) | ||||||||||||||||||||||||||||
| Income from Continuing Operations Before Income Taxes | $48,176 | ||||||||||||||||||||||||||||
| Income tax expense | (291) | ||||||||||||||||||||||||||||
| Income from Continuing Operations | $47,885 | ||||||||||||||||||||||||||||
| Income from operations of discontinued operations, net of tax | 1,883 | ||||||||||||||||||||||||||||
| Gain on sale of discontinued operations | 404,463 | ||||||||||||||||||||||||||||
| Net Income | $454,231 | ||||||||||||||||||||||||||||
(a)Other costs and expenses for each reportable segment primarily includes other direct and indirect cost of sales and selling and general expenses.
(b)Asset impairment charge reflects an impairment charge recognized on certain real estate assets located in Washington, which were acquired in the 2020 merger with Pope Resources. The asset impairment charge is recorded within the Consolidated Statements of Income and Comprehensive Income (Loss) under the caption “Cost of sales.”
(c)All other EBITDA includes corporate and other expenses.
(d)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 and Comprehensive Income (Loss) under the caption “Other miscellaneous expense, net.”
(e)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) income, net.”
29
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Capital Expenditures (a) | |||||||||||||||||||||||
| Southern Timber | $12,546 | $10,861 | $38,031 | $28,580 | |||||||||||||||||||
| Northwest Timber | 7,350 | 1,716 | 18,284 | 6,346 | |||||||||||||||||||
| Wood Products | 4,083 | — | 10,152 | — | |||||||||||||||||||
| Real Estate | 238 | 20 | 279 | 98 | |||||||||||||||||||
| Corporate and other | 3,106 | — | 3,366 | — | |||||||||||||||||||
| Total Capital Expenditures | $27,323 | $12,597 | $70,112 | $35,024 | |||||||||||||||||||
| Timberland Acquisitions | |||||||||||||||||||||||
| Southern Timber (b) | $154,149 | — | $154,149 | — | |||||||||||||||||||
| Northwest Timber | 117 | — | 117 | — | |||||||||||||||||||
| Total Timberland Acquisitions | $154,266 | — | $154,266 | — | |||||||||||||||||||
| Real Estate Development Investments (c) | $7,199 | $3,712 | $16,770 | $11,888 | |||||||||||||||||||
| Total Gross Capital Expenditures | $188,788 | $16,309 | $241,148 | $46,912 | |||||||||||||||||||
(a)Excludes timberland acquisitions and real estate development investments presented separately.
(b)Includes $142.7 million of timberlands acquired in exchange for timberlands sold (noncash), net of closing prorations; cash expenditures were $11.4 million.
(c)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.
30
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
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 September 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, $42.7 million is expected to be recognized within the next twelve months, with the remaining $12.3 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 nine months ended September 30, 2026 and 2025 that was included in the contract liability balance at the beginning of each year:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue recognized from contract liability balance at the beginning of the year (a) | $1,071 | $3,649 | $14,147 | $19,497 | |||||||||||||||||||
(a) Revenue recognized during the three and nine months ended September 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.
31
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
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 nine months ended September 30, 2026 and 2025:
| Three Months Ended | Southern Timber | Northwest Timber | Wood Products | Real Estate | Elim. | Total | |||||||||||||||||||||||||||||
| September 30, 2026 | |||||||||||||||||||||||||||||||||||
| Pulpwood | $31,796 | $609 | — | — | — | $32,405 | |||||||||||||||||||||||||||||
| Sawtimber | 40,626 | 51,754 | — | — | — | 92,380 | |||||||||||||||||||||||||||||
| Hardwood | 4,323 | — | — | — | — | 4,323 | |||||||||||||||||||||||||||||
| Total Timber Sales | 76,745 | 52,363 | — | — | — | 129,108 | |||||||||||||||||||||||||||||
| License Revenue, Primarily from Hunting | 9,399 | 533 | — | — | — | 9,932 | |||||||||||||||||||||||||||||
| Land-Based Solutions (a) | 2,997 | 11 | — | — | — | 3,008 | |||||||||||||||||||||||||||||
| Other Non-Timber Revenue | 7,991 | 1,345 | — | — | — | 9,336 | |||||||||||||||||||||||||||||
| Total Non-Timber Sales | 20,387 | 1,889 | — | — | — | 22,276 | |||||||||||||||||||||||||||||
| Lumber | — | — | 172,521 | — | — | 172,521 | |||||||||||||||||||||||||||||
| Plywood/Residual/Other | — | — | 33,678 | — | — | 33,678 | |||||||||||||||||||||||||||||
| Total Wood Products Sales | — | — | 206,199 | — | — | 206,199 | |||||||||||||||||||||||||||||
| Improved Development | — | — | — | 12,166 | — | 12,166 | |||||||||||||||||||||||||||||
| Unimproved Development | — | — | — | 19,340 | — | 19,340 | |||||||||||||||||||||||||||||
| Rural | — | — | — | 25,593 | — | 25,593 | |||||||||||||||||||||||||||||
| Deferred Revenue/Other (b) | — | — | — | 5,397 | — | 5,397 | |||||||||||||||||||||||||||||
| Large Dispositions | — | — | — | 145,000 | — | 145,000 | |||||||||||||||||||||||||||||
| Total Real Estate Sales | — | — | — | 207,496 | — | 207,496 | |||||||||||||||||||||||||||||
| Revenue from Contracts with Customers | 97,132 | 54,252 | 206,199 | 207,496 | — | 565,079 | |||||||||||||||||||||||||||||
| Lease Revenue | — | — | — | 488 | — | 488 | |||||||||||||||||||||||||||||
| Intersegment (c) | 10,290 | 19,350 | — | — | (29,640) | — | |||||||||||||||||||||||||||||
| Total Revenue | $107,422 | $73,602 | $206,199 | $207,984 | ($29,640) | $565,567 | |||||||||||||||||||||||||||||
| Three Months Ended | Southern Timber | Northwest Timber | Wood Products | Real Estate | Elim. | Total | |||||||||||||||||||||||||||||
| September 30, 2025 | |||||||||||||||||||||||||||||||||||
| Pulpwood | $22,261 | $1,229 | — | — | — | $23,490 | |||||||||||||||||||||||||||||
| Sawtimber | 27,860 | 17,102 | — | — | — | 44,962 | |||||||||||||||||||||||||||||
| Hardwood | 2,080 | — | — | — | — | 2,080 | |||||||||||||||||||||||||||||
| Total Timber Sales | 52,201 | 18,331 | — | — | — | 70,532 | |||||||||||||||||||||||||||||
| License Revenue, Primarily from Hunting | 5,346 | 230 | — | — | — | 5,576 | |||||||||||||||||||||||||||||
| Land-Based Solutions (a) | 2,822 | 32 | — | — | — | 2,854 | |||||||||||||||||||||||||||||
| Other Non-Timber Revenue | 6,465 | 1,348 | — | — | — | 7,813 | |||||||||||||||||||||||||||||
| Total Non-Timber Sales | 14,633 | 1,610 | — | — | — | 16,243 | |||||||||||||||||||||||||||||
| Improved Development | — | — | — | 20,590 | — | 20,590 | |||||||||||||||||||||||||||||
| Rural | — | — | — | 7,311 | — | 7,311 | |||||||||||||||||||||||||||||
| Timberland & Non-Strategic | — | — | — | 53,500 | — | 53,500 | |||||||||||||||||||||||||||||
| Deferred Revenue/Other (b) | — | — | — | 8,882 | — | 8,882 | |||||||||||||||||||||||||||||
| Total Real Estate Sales | — | — | — | 90,283 | — | 90,283 | |||||||||||||||||||||||||||||
| Revenue from Contracts with Customers | 66,834 | 19,941 | — | 90,283 | — | 177,058 | |||||||||||||||||||||||||||||
| Lease Revenue | — | — | — | 473 | — | 473 | |||||||||||||||||||||||||||||
| Total Revenue | $66,834 | $19,941 | — | $90,756 | — | $177,531 | |||||||||||||||||||||||||||||
(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.
32
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
| Nine Months Ended | Southern Timber | Northwest Timber | Wood Products | Real Estate | Elim. | Total | |||||||||||||||||||||||||||||
| September 30, 2026 | |||||||||||||||||||||||||||||||||||
| Pulpwood | $85,033 | $4,312 | — | — | — | $89,345 | |||||||||||||||||||||||||||||
| Sawtimber | 131,176 | 122,016 | — | — | — | 253,192 | |||||||||||||||||||||||||||||
| Hardwood | 8,117 | — | — | — | — | 8,117 | |||||||||||||||||||||||||||||
| Total Timber Sales | 224,326 | 126,328 | — | — | — | 350,654 | |||||||||||||||||||||||||||||
| License Revenue, Primarily from Hunting | 25,921 | 1,260 | — | — | — | 27,181 | |||||||||||||||||||||||||||||
| Land-Based Solutions (a) | 9,477 | 14 | — | — | — | 9,491 | |||||||||||||||||||||||||||||
| Other Non-Timber Revenue | 15,381 | 3,852 | — | — | — | 19,233 | |||||||||||||||||||||||||||||
| Total Non-Timber Sales | 50,779 | 5,126 | — | — | — | 55,905 | |||||||||||||||||||||||||||||
| Lumber | — | — | 418,345 | — | — | 418,345 | |||||||||||||||||||||||||||||
| Plywood/Residual/Other | — | — | 92,498 | — | — | 92,498 | |||||||||||||||||||||||||||||
| Total Wood Products Sales | — | — | 510,843 | — | — | 510,843 | |||||||||||||||||||||||||||||
| Improved Development | — | — | — | 25,192 | — | 25,192 | |||||||||||||||||||||||||||||
| Unimproved Development | — | — | — | 19,340 | — | 19,340 | |||||||||||||||||||||||||||||
| Rural | — | — | — | 115,761 | — | 115,761 | |||||||||||||||||||||||||||||
| Deferred Revenue/Other (b) | — | — | — | 15,023 | — | 15,023 | |||||||||||||||||||||||||||||
| Large Dispositions | — | — | — | 145,000 | — | 145,000 | |||||||||||||||||||||||||||||
| Total Real Estate Sales | — | — | — | 320,316 | — | 320,316 | |||||||||||||||||||||||||||||
| Revenue from Contracts with Customers | 275,105 | 131,454 | 510,843 | 320,316 | — | 1,237,718 | |||||||||||||||||||||||||||||
| Lease Revenue | — | — | — | 1,115 | — | 1,115 | |||||||||||||||||||||||||||||
| Intersegment (c) | 28,602 | 40,203 | — | — | (68,805) | — | |||||||||||||||||||||||||||||
| Total Revenue | $303,707 | $171,657 | $510,843 | $321,431 | ($68,805) | $1,238,833 | |||||||||||||||||||||||||||||
| Nine Months Ended | Southern Timber | Northwest Timber | Wood Products | Real Estate | Elim. | Total | |||||||||||||||||||||||||||||
| September 30, 2025 | |||||||||||||||||||||||||||||||||||
| Pulpwood | $61,495 | $3,754 | — | — | — | $65,249 | |||||||||||||||||||||||||||||
| Sawtimber | 71,830 | 56,110 | — | — | — | 127,940 | |||||||||||||||||||||||||||||
| Hardwood | 4,531 | — | — | — | — | 4,531 | |||||||||||||||||||||||||||||
| Total Timber Sales | 137,856 | 59,864 | — | — | — | 197,720 | |||||||||||||||||||||||||||||
| Trading | — | 1,805 | — | — | — | 1,805 | |||||||||||||||||||||||||||||
| License Revenue, Primarily from Hunting | 15,912 | 426 | — | — | — | 16,338 | |||||||||||||||||||||||||||||
| Land-Based Solutions (a) | 8,357 | 93 | — | — | — | 8,450 | |||||||||||||||||||||||||||||
| Other Non-Timber Revenue | 8,977 | 3,345 | — | — | — | 12,322 | |||||||||||||||||||||||||||||
| Total Non-Timber Sales | 33,246 | 5,669 | — | — | — | 38,915 | |||||||||||||||||||||||||||||
| Improved Development | — | — | — | 32,368 | — | 32,368 | |||||||||||||||||||||||||||||
| Unimproved Development | — | — | — | 3,000 | — | 3,000 | |||||||||||||||||||||||||||||
| Rural | — | — | — | 28,314 | — | 28,314 | |||||||||||||||||||||||||||||
| Timberland & Non-Strategic | — | — | — | 53,500 | — | 53,500 | |||||||||||||||||||||||||||||
| Deferred Revenue/Other (b) | — | — | — | 12,047 | — | 12,047 | |||||||||||||||||||||||||||||
| Total Real Estate Sales | — | — | — | 129,229 | — | 129,229 | |||||||||||||||||||||||||||||
| Revenue from Contracts with Customers | 171,102 | 65,533 | — | 129,229 | — | 365,864 | |||||||||||||||||||||||||||||
| Lease Revenue | — | — | — | 1,126 | — | 1,126 | |||||||||||||||||||||||||||||
| Total Revenue | $171,102 | $65,533 | — | $130,355 | — | $366,990 | |||||||||||||||||||||||||||||
(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.
33
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
The following tables present our timber sales to external customers disaggregated by contract type for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended | Southern Timber | Northwest Timber | Total | ||||||||||||||
| September 30, 2026 | |||||||||||||||||
| Stumpage Pay-as-Cut | $18,979 | — | $18,979 | ||||||||||||||
| Stumpage Lump Sum | 183 | — | 183 | ||||||||||||||
| Total Stumpage | 19,162 | — | 19,162 | ||||||||||||||
| Delivered Wood (Domestic) | 57,583 | 52,363 | 109,946 | ||||||||||||||
| Total Delivered | 57,583 | 52,363 | 109,946 | ||||||||||||||
| Total Timber Sales | $76,745 | $52,363 | $129,108 | ||||||||||||||
| September 30, 2025 | |||||||||||||||||
| Stumpage Pay-as-Cut | $26,112 | — | $26,112 | ||||||||||||||
| Stumpage Lump Sum | 368 | 646 | 1,014 | ||||||||||||||
| Total Stumpage | 26,480 | 646 | 27,126 | ||||||||||||||
| Delivered Wood (Domestic) | 25,721 | 17,685 | 43,406 | ||||||||||||||
| Total Delivered | 25,721 | 17,685 | 43,406 | ||||||||||||||
| Total Timber Sales | $52,201 | $18,331 | $70,532 | ||||||||||||||
| Nine Months Ended | Southern Timber | Northwest Timber | Total | ||||||||||||||
| September 30, 2026 | |||||||||||||||||
| Stumpage Pay-as-Cut | $65,651 | — | $65,651 | ||||||||||||||
| Stumpage Lump Sum | 2,871 | 2,286 | 5,157 | ||||||||||||||
| Total Stumpage | 68,522 | 2,286 | 70,808 | ||||||||||||||
| Delivered Wood (Domestic) | 155,804 | 124,042 | 279,846 | ||||||||||||||
| Total Delivered | 155,804 | 124,042 | 279,846 | ||||||||||||||
| Total Timber Sales | $224,326 | $126,328 | $350,654 | ||||||||||||||
| September 30, 2025 | |||||||||||||||||
| Stumpage Pay-as-Cut | $63,225 | — | $63,225 | ||||||||||||||
Stumpage Lump Sum | 794 | 2,356 | 3,150 | ||||||||||||||
| Total Stumpage | 64,019 | 2,356 | 66,375 | ||||||||||||||
Delivered Wood (Domestic) | 73,837 | 57,465 | 131,302 | ||||||||||||||
Delivered Wood (Export) | — | 43 | 43 | ||||||||||||||
| Total Delivered | 73,837 | 57,508 | 131,345 | ||||||||||||||
| Total Timber Sales | $137,856 | $59,864 | $197,720 | ||||||||||||||
34
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
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 caption “Net loss attributable 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 through the sale date has 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 applied 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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Beginning noncontrolling interests in the Operating Partnership | $38,527 | $53,353 | $40,463 | $51,843 | |||||||||||||||||||
Adjustment of noncontrolling interests in the Operating Partnership | (25) | 1,350 | (125) | (1,142) | |||||||||||||||||||
Conversions of OP Units to common shares | — | (8,058) | (100) | (8,304) | |||||||||||||||||||
| Redemption of OP Units (a) | (508) | — | (1,411) | — | |||||||||||||||||||
Net income attributable to noncontrolling interests in the Operating Partnership | 667 | 522 | 692 | 5,952 | |||||||||||||||||||
Other comprehensive income (loss) attributable to noncontrolling interests in the Operating Partnership | 143 | (450) | 159 | (496) | |||||||||||||||||||
Distributions to noncontrolling interests in the Operating Partnership | (407) | (475) | (1,281) | (1,611) | |||||||||||||||||||
Total noncontrolling interests in the Operating Partnership | $38,397 | $46,242 | $38,397 | $46,242 | |||||||||||||||||||
(a)During the three and nine months ended September 30, 2026, limited partners tendered 23,754 and 67,565 units, respectively, for redemption, which the Company elected to settle in cash for $0.5 million and $1.4 million, respectively. The redemptions were settled during the third quarter of 2026, and no tendered units remained unsettled as of September 30, 2026.
35
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Basic earnings per common share | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income from continuing operations | $123,935 | $43,709 | $130,665 | $47,885 | |||||||||||||||||||
| Less: Net income from continuing operations attributable to NCI in the Operating Partnership | (667) | (522) | (692) | (577) | |||||||||||||||||||
| Net income from continuing operations attributable to Rayonier Inc. | $123,268 | $43,187 | $129,973 | $47,308 | |||||||||||||||||||
| Net income from discontinued operations | — | — | — | $406,346 | |||||||||||||||||||
| Less: Net income from discontinued operations attributable to NCI in the Operating Partnership | — | — | — | (5,375) | |||||||||||||||||||
| Less: Net loss from discontinued operations attributable to NCI in consolidated affiliates | — | — | — | 192 | |||||||||||||||||||
| Net income from discontinued operations attributable to Rayonier Inc. | — | — | — | $401,163 | |||||||||||||||||||
| Net income | $123,935 | $43,709 | $130,665 | $454,231 | |||||||||||||||||||
| Less: Net income attributable to NCI in the Operating Partnership | (667) | (522) | (692) | (5,952) | |||||||||||||||||||
| Less: Net loss attributable to NCI in consolidated affiliates | — | — | — | 192 | |||||||||||||||||||
| Net income attributable to Rayonier Inc. | $123,268 | $43,187 | $129,973 | $448,471 | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Denominator for basic earnings per common share - weighted average shares | 297,707,021 | 154,306,240 | 284,949,820 | 154,509,107 | |||||||||||||||||||
| Basic earnings per common share attributable to Rayonier Inc.: | |||||||||||||||||||||||
| Continuing operations | $0.41 | $0.28 | $0.46 | $0.31 | |||||||||||||||||||
| Discontinued operations | — | — | — | $2.60 | |||||||||||||||||||
| Basic earnings per common share | $0.41 | $0.28 | $0.46 | $2.90 | |||||||||||||||||||
36
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 provides details of the calculation of diluted earnings per common share of the Company:
| Three Months Ended September 30, | Nine Months Ended September 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 | $123,935 | $43,709 | $130,665 | $47,885 | |||||||||||||||||||
| Net income from discontinued operations | — | — | — | $406,346 | |||||||||||||||||||
| Less: Net loss from discontinued operations attributable to NCI in consolidated affiliates | — | — | — | 192 | |||||||||||||||||||
| Net income from discontinued operations attributable to Rayonier Inc., before net income attributable to NCI in the Operating Partnership | — | — | — | $406,538 | |||||||||||||||||||
| Net income | $123,935 | $43,709 | $130,665 | $454,231 | |||||||||||||||||||
| Less: Net loss attributable to NCI in consolidated affiliates | — | — | — | 192 | |||||||||||||||||||
| Net income attributable to Rayonier Inc., before net income attributable to NCI in the Operating Partnership | $123,935 | $43,709 | $130,665 | $454,423 | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Denominator for basic earnings per common share - weighted average shares | 297,707,021 | 154,306,240 | 284,949,820 | 154,509,107 | |||||||||||||||||||
| Add: Dilutive effect of: | |||||||||||||||||||||||
| Performance shares and restricted stock units | 556,066 | 194,077 | 522,483 | 192,390 | |||||||||||||||||||
| Noncontrolling interests in Operating Partnership units | 1,612,858 | 1,864,367 | 1,653,330 | 1,999,949 | |||||||||||||||||||
| Contingently issuable shares and units from special dividend | — | — | — | 841,991 | |||||||||||||||||||
| Denominator for diluted earnings per common share - adjusted weighted average shares | 299,875,945 | 156,364,684 | 287,125,633 | 157,543,437 | |||||||||||||||||||
| Diluted earnings per common share attributable to Rayonier Inc.: | |||||||||||||||||||||||
| Continuing operations | $0.41 | $0.28 | $0.46 | $0.30 | |||||||||||||||||||
| Discontinued operations | — | — | — | $2.58 | |||||||||||||||||||
| Diluted earnings per common share | $0.41 | $0.28 | $0.46 | $2.88 | |||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Anti-dilutive shares excluded from the computations of diluted earnings per common share: | |||||||||||||||||||||||
| Performance shares and restricted stock units | 241,874 | 324,716 | 353,618 | 260,170 | |||||||||||||||||||
| Total | 241,874 | 324,716 | 353,618 | 260,170 | |||||||||||||||||||
37
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Basic earnings per unit | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income from continuing operations available to unitholders | $123,935 | $43,709 | $130,665 | $47,885 | |||||||||||||||||||
| Net income from discontinued operations | — | — | — | $406,346 | |||||||||||||||||||
| Less: Net loss from discontinued operations attributable to NCI in consolidated affiliates | — | — | — | 192 | |||||||||||||||||||
| Net income from discontinued operations available to unitholders | — | — | — | $406,538 | |||||||||||||||||||
| Net income | $123,935 | $43,709 | $130,665 | $454,231 | |||||||||||||||||||
| Less: Net loss attributable to NCI in consolidated affiliates | — | — | — | 192 | |||||||||||||||||||
| Net income available to unitholders | $123,935 | $43,709 | $130,665 | $454,423 | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Denominator for basic earnings per unit - weighted average units | 299,319,879 | 156,170,607 | 286,603,150 | 156,509,056 | |||||||||||||||||||
| Basic earnings per unit attributable to Rayonier, L.P.: | |||||||||||||||||||||||
| Continuing operations | $0.41 | $0.28 | $0.46 | $0.31 | |||||||||||||||||||
| Discontinued operations | — | — | — | $2.60 | |||||||||||||||||||
| Basic earnings per unit | $0.41 | $0.28 | $0.46 | $2.90 | |||||||||||||||||||
38
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 provides details of the calculation of diluted earnings per unit of the Operating Partnership:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Diluted earnings per unit | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income from continuing operations available to unitholders | $123,935 | $43,709 | $130,665 | $47,885 | |||||||||||||||||||
| Net income from discontinued operations | — | — | — | $406,346 | |||||||||||||||||||
| Less: Net loss from discontinued operations attributable to NCI in consolidated affiliates | — | — | — | 192 | |||||||||||||||||||
| Net income from discontinued operations available to unitholders | — | — | — | $406,538 | |||||||||||||||||||
| Net income | $123,935 | $43,709 | $130,665 | $454,231 | |||||||||||||||||||
| Less: Net loss attributable to NCI in consolidated affiliates | — | — | — | 192 | |||||||||||||||||||
| Net income available to unitholders | $123,935 | $43,709 | $130,665 | $454,423 | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Denominator for basic earnings per unit - weighted average units | 299,319,879 | 156,170,607 | 286,603,150 | 156,509,056 | |||||||||||||||||||
| Add: Dilutive effect of unit equivalents: | |||||||||||||||||||||||
| Performance shares and restricted stock units | 556,066 | 194,077 | 522,483 | 192,390 | |||||||||||||||||||
| Contingently issuable shares and units from special dividend | — | — | — | 841,991 | |||||||||||||||||||
| Denominator for diluted earnings per unit - adjusted weighted average units | 299,875,945 | 156,364,684 | 287,125,633 | 157,543,437 | |||||||||||||||||||
| Diluted earnings per unit attributable to Rayonier, L.P.: | |||||||||||||||||||||||
| Continuing operations | $0.41 | $0.28 | $0.46 | $0.30 | |||||||||||||||||||
| Discontinued operations | — | — | — | $2.58 | |||||||||||||||||||
| Diluted earnings per unit | $0.41 | $0.28 | $0.46 | $2.88 | |||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Anti-dilutive unit equivalents excluded from the computations of diluted earnings per unit: | |||||||||||||||||||||||
| Performance shares and restricted stock units | 241,874 | 324,716 | 353,618 | 260,170 | |||||||||||||||||||
| Total | 241,874 | 324,716 | 353,618 | 260,170 | |||||||||||||||||||
39
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
8. DEBT
Our debt consisted of the following at September 30, 2026:
| September 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 5.29% | 200,000 | ||||
2021 Incremental Term Loan due 2029 at a variable interest rate of 5.61% | 200,000 | ||||
| Debt assumed in the PotlatchDeltic merger (January 30, 2026) | |||||
Term Loan M due 2029 at a variable interest rate of 5.38% | 150,000 | ||||
Term Loan Q due 2027 at a variable interest rate of 5.68% | 138,750 | ||||
Term Loan R due 2030 at a variable interest rate of 5.68% | 138,750 | ||||
Term Loan W due 2034 at a variable interest rate of 5.99% | 100,000 | ||||
Term Loan X due 2035 at a variable interest rate of 5.99% | 100,000 | ||||
Term Loan K due 2028 at a variable interest rate of 5.72% | 65,000 | ||||
Term Loan O due 2030 at a variable interest rate of 5.96% | 46,000 | ||||
Term Loan N due 2029 at a variable interest rate of 5.37% | 40,000 | ||||
Term Loan P due 2031 at a variable interest rate of 5.88% | 40,000 | ||||
Term Loan S due 2032 at a variable interest rate of 5.98% | 40,000 | ||||
Term Loan T due 2033 at a variable interest rate of 5.98% | 40,000 | ||||
Term Loan U due 2032 at a variable interest rate of 5.89% | 38,000 | ||||
Term Loan V due 2033 at a variable interest rate of 5.94% | 38,000 | ||||
Term Loan L due 2028 at a variable interest rate of 5.72% | 35,000 | ||||
| Total principal debt | 1,859,500 | ||||
| Less: Current maturities of long-term debt | (138,750) | ||||
| Less: Unamortized discounts | (1,808) | ||||
| Less: Deferred financing costs | (2,203) | ||||
| Total long-term debt, net | $1,716,739 | ||||
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 nine months ended September 30, 2026, we made no borrowings on our Revolving Credit Facility. At September 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.
40
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
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 September 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.
41
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
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 September 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 | 8.5 to 1 | 6.0 | ||||||||||||||
| 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 September 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 September 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, and 17 swaps with an aggregate notional amount of $1,009.5 million remained outstanding as of September 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 September 30, 2026.
OTHER DESIGNATED SWAP ACTIVITY
Separately, in the second quarter of 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.
42
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
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 September 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 September 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 September 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 | 1 year | 65,000 | Term Loan K | 2.79 | % | 2.04 | % | 4.83 | % | |||||||||||
| January 2026 | 1 year | 35,000 | Term Loan L | 2.79 | % | 2.04 | % | 4.83 | % | |||||||||||
| January 2026 | 2 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 | $1,409,500,000 | |||||||||||||||||||
(a)All interest rate swaps are designated as cash flow hedges and qualify for hedge accounting.
(b)Rate is before estimated patronage payments.
43
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
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 nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| Income Statement Location | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Derivatives designated as cash flow hedges: | |||||||||||||||||||||||||||||
| Interest rate swaps | Other comprehensive income (loss), relating to continuing operations | $35,033 | $865 | $55,567 | ($4,821) | ||||||||||||||||||||||||
| Interest expense, net | 3,455 | 4,614 | 11,125 | 13,654 | |||||||||||||||||||||||||
| Total interest expense, net, as reported on the Consolidated Statements of Income and Comprehensive Income (Loss) | (16,659) | (6,768) | (47,870) | (19,704) | |||||||||||||||||||||||||
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 $22.9 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 September 30, 2026 and December 31, 2025:
| Notional Amount | |||||||||||
| September 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.
44
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
FAIR VALUES
| Location on Balance Sheet | Fair Value Assets (Liabilities) (a) | ||||||||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||||||||
| Derivatives designated as cash flow hedges: | |||||||||||||||||
| Interest rate swaps | |||||||||||||||||
| Other current assets | $4,928 | $1,404 | |||||||||||||||
| Other assets | 151,105 | 25,438 | |||||||||||||||
| Total derivative assets | $156,033 | $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 September 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.
45
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
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 September 30, 2026 and December 31, 2025, using market information and valuation methodologies we believe are appropriate under GAAP:
| September 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 | $361,350 | $361,350 | — | $842,944 | $842,944 | — | ||||||||||||||||||||||||||||||||
| Restricted cash, non-current (b) | 514 | 514 | — | 495 | 495 | — | ||||||||||||||||||||||||||||||||
| Current maturities of long-term debt (c) | (138,750) | — | (138,750) | (199,982) | — | (200,000) | ||||||||||||||||||||||||||||||||
| Long-term debt (c) | (1,716,739) | — | (1,661,800) | (845,335) | — | (806,080) | ||||||||||||||||||||||||||||||||
| Interest rate swaps (d) | 156,033 | — | 156,033 | 26,819 | — | 26,819 | ||||||||||||||||||||||||||||||||
| Noncontrolling interests in the Operating Partnership (e) | 38,397 | — | 29,567 | 40,463 | — | 36,435 | ||||||||||||||||||||||||||||||||
(a)We did not have Level 3 assets or liabilities at September 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.
46
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
11. COMMITMENTS
At September 30, 2026, future minimum payments under non-cancellable commitments were as follows. Amounts include the obligations assumed in connection with the PotlatchDeltic merger. Lease, long-term debt and pension and other postretirement obligations are excluded below and presented in Note 17 — Leases, Note 8 — Debt and Note 18 — Pension and Other Postretirement Employee Benefits, respectively.
| Environmental Remediation (a) | Real Estate Projects (b) | Cutting Contracts (c) | Commitments (d) | Total | |||||||||||||||||||||||||
| 2026 | $1,953 | $14,133 | $4,625 | $6,293 | $27,004 | ||||||||||||||||||||||||
| 2027 | 4,201 | 34,101 | 7,082 | 10,132 | 55,516 | ||||||||||||||||||||||||
| 2028 | 655 | 14,870 | 4,067 | 2,741 | 22,333 | ||||||||||||||||||||||||
| 2029 | 395 | 1,754 | 1,654 | 735 | 4,538 | ||||||||||||||||||||||||
| 2030 | 320 | 2,760 | 604 | 609 | 4,293 | ||||||||||||||||||||||||
| Thereafter | 2,118 | 7,362 | 742 | — | 10,222 | ||||||||||||||||||||||||
| $9,642 | $74,980 | $18,774 | $20,510 | $123,906 | |||||||||||||||||||||||||
(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 Products 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.
47
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
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 September 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 | (806) | (68) | (874) | ||||||||||||||
| Increase to liabilities (a) | 567 | — | 567 | ||||||||||||||
Total Balance at September 30, 2026 | 9,031 | 611 | 9,642 | ||||||||||||||
| Less: Current portion | (5,798) | (218) | (6,016) | ||||||||||||||
Non-current portion at September 30, 2026 | $3,233 | $393 | $3,626 | ||||||||||||||
(a)The increase in liabilities resulted from revised environmental and NRD cost estimates recognized during the nine months ended September 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 September 30, 2026, the following financial guarantees were outstanding:
| Financial Commitments (a) | Maximum Potential Payment | |||||||
| Standby letters of credit (b) | $1,020 | |||||||
| Surety bonds (c) | 71,208 | |||||||
| Total financial commitments | $72,228 | |||||||
(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 2027 and will be renewed as required.
(c)Surety bonds primarily secure performance and payment obligations under timber sale contracts with federal and state agencies, collateral requirements for our real estate development projects, and environmental remediation activities at Port Gamble (Kitsap County, Washington). We also maintain bonds supporting self-insured workers' compensation programs, as well as various licenses, permits and other financial guarantees. These bonds provide financial assurance to governmental agencies, municipalities and other counterparties. 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 $35.1 million, including assets in Chenal Valley (Little Rock, Arkansas) and other development properties. The estimated fair value reflects a $24.5 million decrease recorded during the third quarter of 2026 as a result of measurement period adjustments.
Changes in higher and better use timberlands and real estate development investments from December 31, 2025 to September 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 | (2,545) | (3,244) | (5,789) | ||||||||||||||
| Amortization of parcel real estate development investments | — | (5,448) | (5,448) | ||||||||||||||
| Timber depletion from harvesting activities and basis of timber sold in real estate sales | (3,077) | — | (3,077) | ||||||||||||||
| Capitalized real estate development investments (b) | — | 34,597 | 34,597 | ||||||||||||||
| HBU properties assumed in the merger with PotlatchDeltic (c) | 35,050 | — | 35,050 | ||||||||||||||
| Capital expenditures (silviculture) | 12 | — | 12 | ||||||||||||||
| Intersegment transfers | 1,023 | — | 1,023 | ||||||||||||||
Total Balance at September 30, 2026 | 116,436 | 72,856 | 189,292 | ||||||||||||||
| Less: Current portion (a) | (2,935) | (17,288) | (20,223) | ||||||||||||||
Non-current portion at September 30, 2026 | $113,501 | $55,568 | $169,069 | ||||||||||||||
(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 $1.1 million of capitalized interest and $17.8 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, including measurement period adjustments recorded during the three months ended September 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 September 30, 2026 and December 31, 2025:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Lumber, plywood and veneer | $48,965 | — | |||||||||
| Materials and supplies | 34,893 | — | |||||||||
| Log inventory | 34,507 | — | |||||||||
| Real estate inventory (a) | 20,223 | 6,834 | |||||||||
| Total inventory | $138,588 | $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, equipment and office space. Significant leased properties include our future corporate headquarters in Atlanta, Georgia, and regional offices in Spokane, Washington and Lufkin, Texas.
BALANCE SHEET CLASSIFICATION
The following table presents supplemental balance sheet information related to lease assets and liabilities as of September 30, 2026 and December 31, 2025:
| Location on Balance Sheet | September 30, 2026 | December 31, 2025 | ||||||||||||
| Assets | ||||||||||||||
| Operating lease assets | Operating lease right-of-use assets | $27,893 | $16,286 | |||||||||||
| Finance lease assets (a) | Machinery and equipment | 12,761 | — | |||||||||||
| Total lease assets | $40,654 | $16,286 | ||||||||||||
| Liabilities | ||||||||||||||
| Current: | ||||||||||||||
| Operating lease liabilities | Other current liabilities | $4,485 | $2,617 | |||||||||||
| Finance lease liabilities | Other current liabilities | 5,359 | — | |||||||||||
| Non-current: | ||||||||||||||
| Operating lease liabilities | Other non-current liabilities | 23,625 | 13,669 | |||||||||||
| Finance lease liabilities | Other non-current liabilities | 7,418 | — | |||||||||||
| Total lease liabilities | $40,887 | $16,286 | ||||||||||||
(a)Finance lease assets are presented net of accumulated amortization of $3.5 million as of September 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 September 30, 2026 by type of lease and year:
| Operating Leases | Finance Leases | |||||||||||||
| 2026 | $2,994 | $1,610 | ||||||||||||
| 2027 | 5,448 | 5,334 | ||||||||||||
| 2028 | 5,746 | 3,664 | ||||||||||||
| 2029 | 4,537 | 2,282 | ||||||||||||
| 2030 | 4,169 | 744 | ||||||||||||
| Thereafter | 22,022 | 120 | ||||||||||||
| Total undiscounted cash flows | $44,916 | $13,754 | ||||||||||||
| Less: Lease incentive (a) | (5,959) | — | ||||||||||||
| Less: Imputed interest | (10,847) | (977) | ||||||||||||
Total lease liabilities at September 30, 2026 | $28,110 | $12,777 | ||||||||||||
(a)Represents a tenant improvement allowance for our Atlanta, Georgia corporate headquarters, expected to be received from the landlord in 2027.
In July 2026, an approximately 12-year operating lease for our future corporate headquarters in Atlanta, Georgia commenced. Total undiscounted lease payments of approximately $14.9 million are included in the lease maturity table above, and the related tenant improvement allowance is presented as a lease incentive.
The following table details components of our lease cost for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| Lease Cost Components | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Operating lease cost | $1,455 | $222 | $3,219 | $1,160 | |||||||||||||||||||
| Finance lease cost: | |||||||||||||||||||||||
| Amortization of leased assets | 1,392 | — | 3,495 | — | |||||||||||||||||||
| Interest expense | 164 | — | 426 | — | |||||||||||||||||||
| Variable lease cost (a) | 88 | 28 | 237 | 251 | |||||||||||||||||||
| Total lease cost (b) | $3,099 | $250 | $7,377 | $1,411 | |||||||||||||||||||
(a)The majority of our timberland leases are subject to increases or decreases based on 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 nine months ended September 30, 2026 and 2025.
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RAYONIER, L.P. AND SUBSIDIARIES
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 nine months ended September 30, 2026 and 2025:
| Nine Months Ended September 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 | $2,743 | $937 | |||||||||
| Operating cash flows from finance leases | 426 | — | |||||||||
| Investing cash flows from operating leases | 173 | 259 | |||||||||
| Financing cash flows from finance leases | 3,547 | — | |||||||||
| Total cash paid for amounts included in the measurement of lease liabilities | $6,889 | $1,196 | |||||||||
| Lease liabilities 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 | $4,518 | — | |||||||||
| Finance leases | 3,037 | — | |||||||||
| Total right-of-use assets obtained in exchange for new lease liabilities | $7,555 | — | |||||||||
| Weighted-average remaining lease term (years): | |||||||||||
| Operating leases | 8 | 10 | |||||||||
| 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 (leases that, at the commencement date, have a lease term of 12 months or less and do not include a purchase option that is reasonably certain to be exercised). | |||||||
| Separation of lease and non-lease components | We elect, for all classes of underlying assets, not to separate non-lease components from the associated lease components and to account for them as a single lease component. | |||||||
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RAYONIER, L.P. AND SUBSIDIARIES
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 nine months ended September 30, 2026 and 2025 are presented below:
| Pension | Postretirement | |||||||||||||||||||||||||
| Three Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||||||||||||
| Components of Net Periodic Benefit Cost | Income Statement Location | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||
| Service Cost | Selling and general expenses | $1,110 | — | $7 | $1 | |||||||||||||||||||||
| Service Cost | Cost of sales | 101 | — | — | — | |||||||||||||||||||||
| Interest Cost | Other miscellaneous expense, net | 3,142 | — | 200 | 19 | |||||||||||||||||||||
| Expected return on plan assets | Other miscellaneous expense, net | (2,864) | — | — | — | |||||||||||||||||||||
| Amortization of net (gain) loss | Other miscellaneous expense, net | — | — | (2) | (2) | |||||||||||||||||||||
| Net periodic benefit cost | $1,489 | — | $205 | $18 | ||||||||||||||||||||||
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 nine months ended September 30, 2026, we contributed approximately $7.3 million to the qualified pension plan and do not expect to make any additional required contributions during the remainder of 2026. The nonqualified plans are unfunded; we paid benefits of approximately $1.7 million directly during the nine months ended September 30, 2026 and expect to pay approximately $1.0 million during the remainder of 2026. We paid approximately $0.8 million of other postretirement benefits during the nine months ended September 30, 2026 and expect to pay approximately $1.0 million during the remainder of 2026.
19. INCENTIVE STOCK PLANS
A summary of our stock-based incentive compensation cost for the three and nine months ended September 30, 2026 and 2025 is presented below:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Other operating (expense) income, net (a) | $622 | — | $13,571 | $205 | |||||||||||||||||||
| Selling and general expenses | 2,701 | 2,250 | 8,936 | 7,262 | |||||||||||||||||||
| Cost of sales | 540 | 282 | 2,392 | 845 | |||||||||||||||||||
| Timber and Timberlands, net (b) | 82 | 66 | 312 | 195 | |||||||||||||||||||
| Total stock-based incentive compensation | $3,945 | $2,598 | $25,211 | $8,507 | |||||||||||||||||||
| Tax benefit recognized related to stock-based incentive compensation expense | $248 | $135 | $1,220 | $391 | |||||||||||||||||||
(a)The 2026 amounts represent accelerated stock-based incentive compensation cost resulting from the merger with PotlatchDeltic, included in integration and merger-related costs. See Note 21 — Integration and Merger-Related Costs.
(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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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
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).
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 nine months ended September 30, 2026, 98,648 and 733,672 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 $10.7 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 2,461 and 3,852 of these additional units that vested during the three and nine months ended September 30, 2026. In addition, during the three and nine months ended September 30, 2026, the Company recognized $0.1 million and $0.2 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 September 30, 2026, total unrecognized compensation cost related to the unvested replacement restricted stock units was approximately $5.6 million, expected to be recognized over a weighted-average remaining service period of approximately 20 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 | Nine Months Ended | ||||||||||
| September 30, 2026 | September 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) | 98,648 | 785,696 | |||||||||
| Grant date fair value of replacement restricted stock units vested | $22.74 | $22.74 | |||||||||
| Intrinsic value of replacement restricted stock units outstanding (b) | $15,479 | $15,479 | |||||||||
(a)Excludes 2,461 and 3,852 additional restricted stock units credited as dividend equivalents on the replacement awards that vested during the three and nine months ended September 30, 2026, respectively.
(b)Intrinsic value is based on the closing market price of the Company’s common shares at September 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)
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 nine months ended September 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 | Nine Months Ended | ||||||||||
| September 30, 2026 | September 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) | $1,652 | $1,652 | |||||||||
(a)Intrinsic value is based on the closing market price of the Company’s common shares at September 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 nine months ended September 30, 2026, the Company recognized $0.3 million and $2.4 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, 5,984 and 162,208 restricted stock units vested during the respective periods. This expense is recognized within integration and merger-related costs.
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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)
20. OTHER OPERATING (EXPENSE) INCOME, NET
The following table provides the composition of other operating (expense) income, net for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Gain (loss) on sale or disposal of property, plant and equipment | $18 | $23 | $50 | ($105) | |||||||||||||||||||
| Costs related to the merger with PotlatchDeltic (a) | (7,024) | — | (87,778) | — | |||||||||||||||||||
| Restructuring charges (b) | — | — | — | (1,110) | |||||||||||||||||||
| Miscellaneous income (expense), net | 1 | 290 | (19) | 144 | |||||||||||||||||||
| Total | ($7,005) | $313 | ($87,747) | ($1,071) | |||||||||||||||||||
(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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RAYONIER INC. AND SUBSIDIARIES
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(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 nine months ended September 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) income, 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 nine months ended September 30, 2026:
| Three Months Ended | Nine Months Ended | ||||||||||
| September 30, 2026 | September 30, 2026 | ||||||||||
| Employee-related costs | $4,697 | $38,462 | |||||||||
| 622 | 13,571 | ||||||||||
| Professional services | 1,423 | 34,427 | |||||||||
| Other integration costs | 282 | 1,318 | |||||||||
| Total integration and merger-related costs | $7,024 | $87,778 | |||||||||
Changes in accrued employee-related costs associated with the merger during the nine months ended September 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. Employee-related costs paid as incurred, such as relocation and outplacement costs, are not reflected in the table. Accelerated stock-based compensation of $13.6 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 September 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 | ||||
| Charges | 3,937 | ||||
| Cash payments | (3,870) | ||||
| Balance, September 30, 2026 | $13,754 | ||||
The current portion of accrued employee-related costs is recorded within “Accrued payroll and benefits” on our Consolidated Balance Sheets. The majority of accrued employee-related costs as of September 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 September 30, 2026, Rayonier owned 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 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 nine months ended September 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 | — | — | 55,193 | (a) | — | 55,193 | (306) | 54,887 | |||||||||||||||||||||||||||||||||
| Amounts reclassified from AOCI | — | — | (11,125) | (5) | (b) | (11,130) | 147 | (10,983) | |||||||||||||||||||||||||||||||||
| Net other comprehensive income (loss) | — | — | 44,068 | (5) | 44,063 | (159) | 43,904 | ||||||||||||||||||||||||||||||||||
Balance as of September 30, 2026 | — | — | $70,195 | $226 | $70,421 | ($2,031) | $68,390 | ||||||||||||||||||||||||||||||||||
(a)The nine months ended September 30, 2026 includes $55.2 million of other comprehensive income related to interest rate products. The year ended December 31, 2025 included $3.8 million of other comprehensive loss related 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 nine months ended September 30, 2026 and September 30, 2025:
| Details about accumulated other comprehensive income components | Amount reclassified from accumulated other comprehensive income | Affected line item in the Income Statement | ||||||||||||||||||
| September 30, 2026 | September 30, 2025 | |||||||||||||||||||
| Realized gain on interest rate contracts | ($11,125) | ($13,654) | Interest expense, net | |||||||||||||||||
| Noncontrolling interests | — | (376) | Comprehensive income attributable to noncontrolling interests | |||||||||||||||||
| Realized loss on foreign currency exchange contracts | — | 1,592 | Income from operations of discontinued operations, net of tax | |||||||||||||||||
| Realized loss on foreign currency option contracts | — | 40 | Income from operations of discontinued operations, net of tax | |||||||||||||||||
| Income tax effect from net loss on foreign currency contracts | — | (351) | Income from operations of discontinued operations, net of tax | |||||||||||||||||
| Net gain on cash flow hedges reclassified from accumulated other comprehensive income | ($11,125) | ($12,749) | ||||||||||||||||||
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:
| September 30, | December 31, | September 30, | |||||||||||||||
| 2026 | 2025 | 2025 | |||||||||||||||
| Restricted cash, non-current: | |||||||||||||||||
| Restricted cash held in escrow | $495 | $495 | $677 | ||||||||||||||
| Restricted cash deposited with LKE intermediary | 19 | — | — | ||||||||||||||
| Total restricted cash, non-current | 514 | 495 | 677 | ||||||||||||||
| Total restricted cash shown in the Consolidated Balance Sheets | 514 | 495 | 677 | ||||||||||||||
| Cash and cash equivalents | 361,350 | 842,944 | 919,582 | ||||||||||||||
| Total cash, cash equivalents and restricted cash from continuing operations shown in the Consolidated Statements of Cash Flows | $361,864 | $843,439 | $920,259 | ||||||||||||||
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 $2.4 million and $5.4 million, as of September 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 nine months ended September 30, 2026.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (“MD&A”)
When we refer to “Rayonier” or “the Company” we mean Rayonier Inc. and its consolidated subsidiaries. References to the “Operating Partnership” mean Rayonier, L.P. and its consolidated subsidiaries. References to “we,” “us,” or “our,” mean collectively Rayonier Inc., the Operating Partnership, and entities/subsidiaries owned or controlled by Rayonier Inc. and/or the Operating Partnership. References herein to “Notes to Financial Statements” refer to the Notes to Consolidated Financial Statements of Rayonier Inc. and Rayonier, L.P. included in Item 1 of this report.
This MD&A is intended to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity, and certain other factors, which may affect future results. Our MD&A should be read in conjunction with our Consolidated Financial Statements included in Item 1 of this report, our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”), and information contained in our subsequent reports filed with the Securities and Exchange Commission (the “SEC”).
In June 2025, we completed the sale of our 77% interest in a New Zealand joint venture. The results of these operations are reflected as discontinued operations in the prior-year comparative periods. See Note 3 — Discontinued Operations for additional information.
On January 30, 2026, Rayonier completed its merger with PotlatchDeltic Corporation (“PCH” or “PotlatchDeltic”) in a merger-of-equals transaction. Under the terms of the merger agreement, PotlatchDeltic stockholders received 1.8185 Rayonier common shares and $0.61 in cash for each PotlatchDeltic share held, and we issued approximately 140.9 million Rayonier common shares in connection with the closing. As the accounting acquirer, our consolidated financial statements as of and for the nine months ended September 30, 2026 include PotlatchDeltic results from January 31, 2026 through September 30, 2026. See Note 2 — Merger with PotlatchDeltic Corporation for additional information pertaining to the merger.
As a result of the merger, we added a Wood Products segment and renamed our Pacific Northwest Timber segment to Northwest Timber. See Note 4 — Segment and Geographical Information for further discussion of our reportable segments.
FORWARD-LOOKING STATEMENTS
Certain statements in this document regarding anticipated financial outcomes, including our earnings guidance, if any, business and market conditions, outlook, expected dividend rate, our acquisition and disposition activity, including the ability to realize the intended benefits of our recent merger with PotlatchDeltic Corporation (“PotlatchDeltic”), expected harvest schedules, timberland acquisitions and dispositions, the anticipated benefits of our business strategies, and other similar statements relating to our future events, developments, or financial or operational performance or results, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as “may,” “will,” “should,” “expect,” “estimate,” “believe,” “intend,” “project,” “anticipate,” “long-term,” “looking ahead” and other similar language. However, the absence of these or similar words or expressions does not mean that a statement is not forward-looking. While management believes that these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events, and undue reliance should not be placed on these statements. The risk factors contained in Item 1A — Risk Factors in our 2025 Form 10-K, and similar discussions included in other reports that we subsequently file with the SEC, among others, could cause actual results or events to differ materially from our historical experience and those expressed in forward-looking statements made in this document.
Forward-looking statements are only as of the date they are made, and we undertake no duty to update our forward-looking statements except as required by law. You are advised, however, to review any subsequent disclosures we make on related subjects in subsequent reports filed with the SEC.
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NON-GAAP MEASURES
To supplement our financial statements presented in accordance with generally accepted accounting principles in the United States (“GAAP”), we use certain non-GAAP measures, including “Cash Available for Distribution” and “Adjusted EBITDA,” which are defined and further explained in Performance and Liquidity Indicators below. Reconciliation of such measures to the nearest GAAP measures can also be found in Performance and Liquidity Indicators below. Our definitions of these non-GAAP measures may differ from similarly titled measures used by others. These non-GAAP measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP.
OBJECTIVE
The objective of the Management’s Discussion and Analysis is to detail material information, events, uncertainties, and other factors impacting the Company and the Operating Partnership and to provide investors an understanding of “Management’s perspective.” Item 2, Management’s Discussion and Analysis highlights the critical areas for evaluating our performance which include a discussion on the reportable segments, liquidity and capital, and critical accounting estimates. The MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and notes.
OUR COMPANY
We are a land resources real estate investment trust (“REIT”) with a portfolio comprising over four million acres in the U.S. South and U.S. Northwest. We are focused on managing our timberlands on a sustainable basis while optimizing our overall portfolio value by delivering land to its highest and best use. We also operate six sawmills, an industrial-grade plywood mill, residential and commercial real estate developments, and a rural land sales program. We are committed to corporate responsibility, third-party forest certification, and supporting climate change mitigation through our land-based solutions business. We conduct our business through an umbrella partnership real estate investment trust (“UPREIT”) structure in which our assets are owned by our Operating Partnership and its subsidiaries. Rayonier manages the Operating Partnership as its sole general partner. Our revenues, operating income and cash flows are primarily derived from the following core business segments: Southern Timber, Northwest Timber, Wood Products, and Real Estate. Due to the sale of our entire 77% interest in the New Zealand joint venture, the results of our New Zealand operations have been reflected as discontinued operations. See Note 4 — Segment and Geographical Information for further discussion of our reportable segments and Note 3 — Discontinued Operations for additional information regarding the sale of the New Zealand joint venture. As of September 30, 2026, we owned or leased under long-term agreements approximately 4.1 million acres of timberlands located in the U.S. South (3.2 million acres) and U.S. Northwest (894 thousand acres).
SEGMENT INFORMATION
The Southern Timber and Northwest Timber segments include all activities related to the harvesting of timber and other value-added activities such as the licensing of properties for hunting, the leasing of properties for mineral extraction and cell towers, revenue from land-based solutions such as carbon capture and storage and solar energy, and log trading activities conducted from the U.S. South and Northwest.
The Wood Products segment manufactures and sells lumber, plywood, and residual products at seven mills located in Arkansas, Idaho, Michigan, and Minnesota.
The Real Estate segment includes all land sales disaggregated into six sales categories: Improved Development, Unimproved Development, Rural, Timberland & Non-Strategic, Conservation Easements, and Large Dispositions. It also includes residential and commercial lease activity, primarily in the town of Port Gamble, Washington, as well as revenue from our country club operations in Chenal Valley.
Our Southern Timber and Northwest Timber segments supply a portion of our Wood Products segment’s wood fiber needs. These intersegment sales typically represent a sizable portion of the Southern Timber and Northwest Timber segments’ total revenues. Our other segments generally do not generate intersegment revenues. Intersegment sales are based on prevailing market prices and are eliminated in consolidation.
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ENVIRONMENTAL MATTERS
For a full description of our environmental matters, see Item 1 — “Business” in our 2025 Form 10-K.
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements requires us to make estimates, assumptions, and judgments that affect our assets, liabilities, revenues and expenses, as well as the disclosure of contingent assets and liabilities. We base these estimates and assumptions on historical data, market trends, current fact patterns, and other information we believe are reasonable under the circumstances. Actual results may differ from these estimates. For a full description of our critical accounting policies, see Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2025 Form 10-K.
BUSINESS COMBINATIONS
We account for business combinations using the acquisition method of accounting, under which all assets acquired and liabilities assumed, including amounts attributable to noncontrolling interests, are recorded at their respective fair values as of the acquisition date. The excess of the purchase price over fair values of identifiable assets and liabilities is recorded as goodwill. The preliminary allocation of purchase price in a business combination uses significant assumptions and estimates. Critical estimates include, but are not limited to, future expected cash flows, including revenues and expenses, and applicable discount rates. While we believe our estimates and assumptions to be reasonable, they are subject to change as we obtain additional information related to those estimates during the applicable measurement periods (up to one year from the acquisition date). Pursuant to ASC 805, our financial statements are not retrospectively adjusted for any provisional amount changes that occur in subsequent periods. Rather, we recognize any provisional amount adjustments during the reporting period in which the adjustments are determined. We also record, in the same period’s financial statements, the effect on earnings of changes in depletion, depreciation, amortization, or other income effects, if any, as a result of any change to provisional amounts, calculated as if the accounting had been completed at the acquisition date.
DETERMINING THE ADEQUACY OF PENSION AND OTHER POSTRETIREMENT BENEFIT ASSETS AND LIABILITIES
In connection with the merger with PotlatchDeltic Corporation on January 30, 2026, we assumed one qualified defined benefit pension plan, two nonqualified pension plans, and two other postretirement employee benefit ("OPEB") plans. Under ASC 805, the assumed benefit obligations and plan assets were remeasured at fair value as of the acquisition date, and net periodic benefit cost in the post-acquisition period is based on assumptions established at that date.
Measurement of the benefit obligations and net periodic benefit cost requires significant judgment. The most significant assumption is the discount rate, which is set at the measurement date by matching spot rates on high-quality corporate bonds to expected benefit cash flows, with the involvement of actuarial specialists. Other significant assumptions include the expected long-term return on plan assets, mortality rates, and, for the OPEB plans, health care cost trend rates. Net periodic benefit cost for the post-acquisition period reflects a discount rate of 5.65% for the pension plans and 5.50% for the OPEB plans, and an expected return on plan assets of 6.50% for the qualified pension plan. Holding other assumptions constant, a 25 basis point decrease in the discount rate would increase the acquisition-date projected benefit obligation by approximately $5.8 million and have a minimal impact on 2026 net periodic benefit cost. See Note 18 — Pension and Other Postretirement Employee Benefits for additional information.
ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED
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INDUSTRY AND MARKET CONDITIONS
The demand for timber is related to the underlying demand for lumber, pulp, paper, packaging, and other wood products. Our Southern Timber segment harvests both sawtimber and pulpwood, with end-market exposure to domestic sawmills (including certain of our own sawmills in the U.S. South), pulp, paper, packaging, wood pellets, and oriented strandboard (OSB). Our Northwest Timber segment relies primarily on domestic lumber customers, though log exports to Asia-Pacific countries also contribute to regional demand.
The Southern Timber and Northwest Timber segments are sensitive to the strength of U.S. lumber markets, which are closely tied to housing starts, and repair and remodel activity. A portion of our Southern Timber and Northwest Timber harvest is supplied to the Company's own mills. Additionally, a portion of our Northwest Timber harvest is tied to lumber price indices, which results in more direct exposure to lumber market movements than is typical of our other timber sales.
Our Wood Products segment produces dimensional lumber and industrial-grade plywood at six sawmills and one plywood mill, with demand driven primarily by U.S. new residential construction and repair-and-remodel activity, the latter of which tends to be less cyclical and is influenced by existing home sales, homeowner equity, and the age of the housing stock.
On October 14, 2025, a 10% ad valorem duty on softwood timber and lumber imports became effective under Executive Order 14223 and the resulting Section 232 proclamation. This duty, together with reduced overall North American lumber capacity, has supported domestic lumber prices and incentivized domestic wood products production. In October 2026, the U.S. Department of Commerce issued final results of the seventh administrative review (“AR7”) of the anti-dumping and countervailing duty orders on softwood lumber from Canada, which lowered the combined duty rate applicable to most Canadian producers to 24.75%, effective October 19, 2026. Although lower than under the prior review, AR7 duties remain elevated relative to historical levels, and the Section 232 duty continues to apply, bringing the combined rate on most Canadian softwood lumber imports to approximately 35%. A reduction in these duties could adversely impact domestic lumber prices, wood products production, and log demand and pricing.
Pricing within our timber segments is subject to broad macroeconomic influences and local market conditions. Locally, prices can fluctuate based on weather patterns, available log inventories, mill demand, and access to export markets. Currently, in our Southern Timber segment, pine stumpage realizations continue to be constrained by overall softer demand for pulpwood, due in part to recent mill closures. Meanwhile, weighted-average delivered log prices in the Northwest Timber segment have been supported by balanced supply and demand dynamics, though the addition of Idaho timberlands following the merger with PotlatchDeltic has increased the segment's overall sensitivity to lumber price movements. While Executive Order 14225, Immediate Expansion of American Timber Production (March 1, 2025) could increase the supply of available timber from federal lands, any potential impacts would likely be most prevalent in the Northwest. However, logistical, legal and infrastructure-related challenges would likely limit near-term market impacts.
We are also subject to the risk of price fluctuations in key operational costs, which primarily include logging and hauling. Additionally, our cost of sales is significantly influenced by the cost basis of timber sold (depletion) and real estate sold. Depletion represents the amortization of capitalized site preparation, planting and fertilization, real estate taxes, timberland lease payments, and certain payroll costs. The cost basis of real estate sold includes land costs and direct development and construction expenses for specific projects, including infrastructure, roadways, utilities, amenities and other improvements. While our timber and real estate sales are not directly subject to tariffs, to the extent that goods and/or services that we purchase in our operations are impacted by tariffs, this could lead to higher costs in our operations if vendors look to pass through any such increased costs resulting from tariffs. Diesel fuel prices, which directly affect our logging and transportation costs, remain elevated as a result of geopolitical tensions in the Middle East and related disruptions to global energy markets, resulting in upward pressure on operating costs. Other costs include amortization of capitalized road and bridge construction and software, depreciation of fixed assets and equipment, road maintenance, severance and excise taxes, fire prevention, and real estate commissions and closing costs.
Changes in interest and mortgage rates may impact our Real Estate segment by affecting buyer demand. However, our development projects, including Wildlight, north of Jacksonville, Florida; Heartwood, south of Savannah, Georgia; and Chenal Valley in Little Rock, Arkansas, continue to experience solid demand as favorable trends in their respective markets have helped offset the effects of higher interest rates.
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DISCUSSION OF TIMBER INVENTORY AND SUSTAINABLE YIELD
See Item 1 — Business — Discussion of Timber Inventory and Sustainable Yield in our 2025 Form 10-K. Note that this discussion reflects Rayonier’s legacy timberlands only and does not include the legacy timberlands of PotlatchDeltic. A combined discussion will be included in our 2026 Form 10-K.
OUR TIMBERLANDS
Our timber operations are disaggregated into two geographically distinct segments: Southern Timber and Northwest Timber. The following table provides a breakdown of our timberland holdings as of September 30, 2026 and December 31, 2025:
| (acres in 000s) | As of September 30, 2026 | As of December 31, 2025 | |||||||||||||||||||||||||||||||||
| Owned | Leased | Total | Owned | Leased | Total | ||||||||||||||||||||||||||||||
| Southern | |||||||||||||||||||||||||||||||||||
| Alabama | 394 | 15 | 409 | 248 | 2 | 250 | |||||||||||||||||||||||||||||
| Arkansas | 936 | 1 | 937 | — | 1 | 1 | |||||||||||||||||||||||||||||
| Florida | 336 | 6 | 342 | 336 | 10 | 346 | |||||||||||||||||||||||||||||
| Georgia | 797 | 48 | 845 | 609 | 48 | 657 | |||||||||||||||||||||||||||||
| Louisiana | 175 | — | 175 | 146 | — | 146 | |||||||||||||||||||||||||||||
| Mississippi | 126 | 5 | 131 | — | — | — | |||||||||||||||||||||||||||||
| South Carolina | 63 | — | 63 | 15 | — | 15 | |||||||||||||||||||||||||||||
| Texas | 302 | — | 302 | 275 | — | 275 | |||||||||||||||||||||||||||||
| 3,129 | 75 | 3,204 | 1,629 | 61 | 1,690 | ||||||||||||||||||||||||||||||
| Northwest | |||||||||||||||||||||||||||||||||||
| Idaho | 623 | — | 623 | — | — | — | |||||||||||||||||||||||||||||
| Oregon | 6 | — | 6 | 6 | — | 6 | |||||||||||||||||||||||||||||
| Washington | 263 | 2 | 265 | 299 | 2 | 301 | |||||||||||||||||||||||||||||
| 892 | 2 | 894 | 305 | 2 | 307 | ||||||||||||||||||||||||||||||
| Total | 4,021 | 77 | 4,098 | 1,934 | 63 | 1,997 | |||||||||||||||||||||||||||||
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The following tables detail activity for owned and leased acres in our timberland holdings by state from December 31, 2025 to September 30, 2026:
| (acres in 000s) | Acres Owned | ||||||||||||||||||||||
December 31, 2025 | Acquisitions (a) | Sales | September 30, 2026 | ||||||||||||||||||||
| Southern | |||||||||||||||||||||||
| Alabama | 248 | 151 | (5) | 394 | |||||||||||||||||||
| Arkansas | — | 937 | (1) | 936 | |||||||||||||||||||
| Florida | 336 | 4 | (4) | 336 | |||||||||||||||||||
| Georgia | 609 | 194 | (6) | 797 | |||||||||||||||||||
| Louisiana | 146 | 29 | — | 175 | |||||||||||||||||||
| Mississippi | — | 126 | — | 126 | |||||||||||||||||||
| South Carolina | 15 | 51 | (3) | 63 | |||||||||||||||||||
| Texas | 275 | 30 | (3) | 302 | |||||||||||||||||||
| 1,629 | 1,522 | (22) | 3,129 | ||||||||||||||||||||
| Northwest | |||||||||||||||||||||||
| Idaho | — | 623 | — | 623 | |||||||||||||||||||
| Oregon | 6 | — | — | 6 | |||||||||||||||||||
| Washington | 299 | — | (36) | 263 | |||||||||||||||||||
| 305 | 623 | (36) | 892 | ||||||||||||||||||||
| Total | 1,934 | 2,145 | (58) | 4,021 | |||||||||||||||||||
| (acres in 000s) | Acres Leased | ||||||||||||||||||||||
December 31, 2025 | New Leases (a) | Sold/Expired Leases | September 30, 2026 | ||||||||||||||||||||
| Southern | |||||||||||||||||||||||
| Alabama | 2 | 13 | — | 15 | |||||||||||||||||||
| Arkansas | 1 | — | — | 1 | |||||||||||||||||||
| Florida | 10 | — | (4) | 6 | |||||||||||||||||||
| Georgia | 48 | — | — | 48 | |||||||||||||||||||
| Mississippi | — | 5 | — | 5 | |||||||||||||||||||
| 61 | 18 | (4) | 75 | ||||||||||||||||||||
| Northwest | |||||||||||||||||||||||
| Washington (b) | 2 | — | — | 2 | |||||||||||||||||||
| Total | 63 | 18 | (4) | 77 | |||||||||||||||||||
(a)Includes approximately 2,084 thousand acres owned and 18 thousand acres leased assumed in connection with the merger with PotlatchDeltic on January 30, 2026.
(b)Primarily timber reservations acquired in the merger with Pope Resources.
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WOOD PRODUCTS FACILITIES
Our Wood Products segment manufactures lumber, plywood, and residual products at seven mills located in Arkansas, Idaho, Michigan, and Minnesota. The following table provides a breakdown of our Wood Products facilities and their respective capacities as of September 30, 2026:
| Annual Capacity (a) | |||||
| Sawmills | |||||
| Waldo, Arkansas | 275 | ||||
| Warren, Arkansas | 220 | ||||
| St. Maries, Idaho | 185 | ||||
| Gwinn, Michigan | 185 | ||||
| Ola, Arkansas | 150 | ||||
| Bemidji, Minnesota | 140 | ||||
| Total MMBF (b) | 1,155 | ||||
| Plywood Mill | |||||
| St. Maries, Idaho | 150 | ||||
| Total MMSF (b) | 150 | ||||
(a)Capacity represents the proven annual production capabilities of the facility under normal operating conditions and producing a normal product mix. Normal operating conditions are based on the configuration, efficiency and the number of shifts worked at each individual facility. In general, the definition includes two shifts per day for four days per week (10 hours per shift) at each facility, which is consistent with industry-wide recognized measures. Production can exceed capacity due to efficiency gains and overtime.
(b)MMBF stands for million board feet; MMSF stands for million square feet, 3/8-inch panel thickness basis.
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RESULTS OF OPERATIONS
CONSOLIDATED RESULTS
The following table provides key financial information by segment and on a consolidated basis:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| Financial Information (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Sales | |||||||||||||||||||||||
| Southern Timber | $107.4 | $66.8 | $303.7 | $171.1 | |||||||||||||||||||
| Northwest Timber | 73.6 | 19.9 | 171.7 | 65.5 | |||||||||||||||||||
| Wood Products | 206.2 | — | 510.8 | — | |||||||||||||||||||
| Real Estate (a) | 208.0 | 90.8 | 321.4 | 130.4 | |||||||||||||||||||
| Intersegment Eliminations (b) | (29.6) | — | (68.8) | — | |||||||||||||||||||
| Total Sales | $565.6 | $177.5 | $1,238.8 | $367.0 | |||||||||||||||||||
| Operating Income | |||||||||||||||||||||||
| Southern Timber (c) | $20.7 | $22.5 | $41.2 | $45.3 | |||||||||||||||||||
| Northwest Timber | 3.6 | 1.8 | 15.8 | 3.5 | |||||||||||||||||||
| Wood Products (d) | 11.6 | — | 25.8 | — | |||||||||||||||||||
| Real Estate (a) | 134.2 | 26.4 | 189.8 | 35.2 | |||||||||||||||||||
| Corporate and Other (e) | (21.9) | (9.0) | (133.3) | (27.7) | |||||||||||||||||||
| Intersegment Eliminations (b) | (1.3) | — | (3.3) | — | |||||||||||||||||||
| Operating Income | 146.9 | 41.7 | 135.9 | 56.3 | |||||||||||||||||||
| Interest expense, net | (16.7) | (6.8) | (47.9) | (19.7) | |||||||||||||||||||
| Interest income | 4.0 | 9.8 | 16.0 | 15.0 | |||||||||||||||||||
| Other miscellaneous expense, net (f) | (2.5) | (1.0) | (2.2) | (3.4) | |||||||||||||||||||
| Income tax (expense) benefit (g) | (7.8) | — | 28.9 | (0.3) | |||||||||||||||||||
| Income from Continuing Operations | 123.9 | 43.7 | 130.7 | 47.9 | |||||||||||||||||||
| Income from operations of discontinued operations, net of tax | — | — | — | 1.9 | |||||||||||||||||||
| Gain on sale of discontinued operations | — | — | — | 404.4 | |||||||||||||||||||
| Income from Discontinued Operations | — | — | — | 406.3 | |||||||||||||||||||
| Net Income | 123.9 | 43.7 | 130.7 | 454.2 | |||||||||||||||||||
| Less: Net loss attributable to noncontrolling interests in consolidated affiliates | — | — | — | 0.2 | |||||||||||||||||||
| Net Income Attributable to Rayonier, L.P. | $123.9 | $43.7 | $130.7 | $454.4 | |||||||||||||||||||
| Less: Net income attributable to noncontrolling interests in the Operating Partnership | (0.6) | (0.5) | (0.7) | (5.9) | |||||||||||||||||||
| Net Income Attributable to Rayonier Inc. | $123.3 | $43.2 | $130.0 | $448.5 | |||||||||||||||||||
| Adjusted EBITDA (h) | |||||||||||||||||||||||
| Southern Timber | $52.4 | $42.7 | $150.5 | $98.1 | |||||||||||||||||||
| Northwest Timber | 32.3 | 6.4 | 67.2 | 19.1 | |||||||||||||||||||
| Wood Products | 27.0 | — | 58.9 | — | |||||||||||||||||||
| Real Estate | 48.5 | 73.8 | 133.0 | 94.4 | |||||||||||||||||||
| Corporate and Other | (14.4) | (8.6) | (43.8) | (25.4) | |||||||||||||||||||
| Intersegment Eliminations (b) | (1.3) | — | (3.3) | — | |||||||||||||||||||
| Total Adjusted EBITDA | $144.6 | $114.3 | $362.4 | $186.2 | |||||||||||||||||||
(a)Sales and operating income for the three and nine months ended September 30, 2026 include $145.0 million and $90.6 million, respectively, from Large Dispositions. Operating income for the three and nine months ended September 30, 2025 includes a $7.0 million asset impairment charge.
(b)Intersegment Eliminations represents logs sold by the Timber segments to Wood Products, and includes the elimination of profit on log sales from the Timber segments to Wood Products that remain in inventory at the end of the period.
(c)The nine months ended September 30, 2026 includes $2.3 million of timber write-offs resulting from casualty events.
(d)The nine months ended September 30, 2026 includes a $1.2 million inventory purchase price adjustment in cost of sales.
(e)The three and nine months ended September 30, 2026 include $7.0 million and $87.8 million, respectively, of costs related to the merger with PotlatchDeltic. The nine months ended September 30, 2025 includes $1.1 million of restructuring charges.
(f)The nine months ended September 30, 2025 includes $1.7 million of net costs associated with legal settlements.
(g)The nine months ended September 30, 2026 includes a $40.3 million tax benefit from the release of a valuation allowance.
(h)Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators.
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| Southern Timber Overview * | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Sales Volume (in thousands of tons) | |||||||||||||||||||||||
| Delivered Pine Pulpwood | 836 | 367 | 2,120 | 1,031 | |||||||||||||||||||
| Delivered Pine Sawtimber | 865 | 254 | 2,565 | 732 | |||||||||||||||||||
| Stumpage Pine | 1,114 | 1,192 | 4,039 | 3,046 | |||||||||||||||||||
| Total Pine Volume | 2,814 | 1,813 | 8,723 | 4,809 | |||||||||||||||||||
| Delivered Hardwood | 67 | 8 | 119 | 17 | |||||||||||||||||||
| Stumpage Hardwood | 143 | 123 | 317 | 298 | |||||||||||||||||||
| Total Volume | 3,025 | 1,944 | 9,159 | 5,123 | |||||||||||||||||||
| % Delivered Volume (vs. Total Volume) | 58 | % | 32 | % | 52 | % | 35 | % | |||||||||||||||
| % Pine Sawtimber Volume (vs. Total Pine Volume) | 49 | % | 50 | % | 53 | % | 47 | % | |||||||||||||||
| Log Pricing (dollars per ton) | |||||||||||||||||||||||
| Delivered Pine Pulpwood | $31.14 | $36.47 | $30.57 | $37.18 | |||||||||||||||||||
| Delivered Pine Sawtimber | 45.31 | 47.45 | 44.78 | 47.66 | |||||||||||||||||||
| Weighted Average Delivered Pine | $38.34 | $40.97 | $38.35 | $41.53 | |||||||||||||||||||
| Delivered Hardwood | 39.69 | 36.32 | 39.81 | 37.35 | |||||||||||||||||||
| Weighted Average Delivered Total | $38.39 | $40.91 | $38.39 | $41.50 | |||||||||||||||||||
| Stumpage Pine | 15.82 | 20.77 | 16.20 | 19.82 | |||||||||||||||||||
| Stumpage Hardwood | 11.53 | 14.61 | 10.69 | 13.13 | |||||||||||||||||||
| Weighted Average Stumpage Total | $15.33 | $20.20 | $15.79 | $19.22 | |||||||||||||||||||
| Summary Financial Data (in millions of dollars) | |||||||||||||||||||||||
| Timber Sales | $87.0 | $52.2 | $252.9 | $137.9 | |||||||||||||||||||
| Less: Logging and Hauling | (42.9) | (13.8) | (115.6) | (39.5) | |||||||||||||||||||
| Net Stumpage Sales | $44.2 | $38.4 | $137.3 | $98.4 | |||||||||||||||||||
| Land-Based Solutions (a)(b) | 3.0 | 2.8 | 9.5 | 8.4 | |||||||||||||||||||
| Other Non-Timber Sales (b) | 17.4 | 11.8 | 41.3 | 24.9 | |||||||||||||||||||
| Total Sales | $107.4 | $66.8 | $303.7 | $171.1 | |||||||||||||||||||
| Operating Income | $20.7 | $22.5 | $41.2 | $45.3 | |||||||||||||||||||
| (+) Timber write-offs resulting from casualty events (c) | — | — | 2.3 | — | |||||||||||||||||||
| (+) Depreciation, depletion and amortization | 31.7 | 20.1 | 107.0 | 52.8 | |||||||||||||||||||
| Adjusted EBITDA (d) | $52.4 | $42.7 | $150.5 | $98.1 | |||||||||||||||||||
| Other Data | |||||||||||||||||||||||
| Period-End Acres (in thousands) | 3,204 | 1,715 | 3,204 | 1,715 | |||||||||||||||||||
*As a result of the merger with PotlatchDeltic, we have revised our reporting to include delivered log pricing to reflect the prevalent mode of sale in our Southern Timber segment.
(a)Consists primarily of sales from carbon capture and storage (“CCS”) and solar energy contracts.
(b)Q1 and Q2 2026 amounts have been reclassified from Land-Based Solutions to Other Non-Timber Sales. Total Sales are unchanged.
(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.
(d)Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators.
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| Northwest Timber Overview | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Sales Volume (in thousands of tons) (a) | |||||||||||||||||||||||
| Pulpwood | 20 | 33 | 115 | 113 | |||||||||||||||||||
| Domestic Sawtimber (b) | 551 | 177 | 1,395 | 606 | |||||||||||||||||||
| Export Sawtimber | — | — | — | 1 | |||||||||||||||||||
| Total Volume | 571 | 210 | 1,510 | 719 | |||||||||||||||||||
| % Delivered Volume (vs. Total Volume) | 100 | % | 94 | % | 97 | % | 93 | % | |||||||||||||||
| % Sawtimber Volume (vs. Total Volume) | 96 | % | 84 | % | 92 | % | 84 | % | |||||||||||||||
| % Export Volume (vs. Total Volume) (c) | — | 1 | % | — | 1 | % | |||||||||||||||||
| Delivered Log Pricing (in dollars per ton) (a) | |||||||||||||||||||||||
| Pulpwood | $30.66 | $36.12 | $36.51 | $32.39 | |||||||||||||||||||
| Domestic Sawtimber | 129.12 | 100.16 | 117.91 | 95.37 | |||||||||||||||||||
| Export Sawtimber (d) | — | — | — | 84.07 | |||||||||||||||||||
| Weighted Average Log Price | $125.69 | $89.91 | $111.79 | $85.50 | |||||||||||||||||||
| Summary Financial Data (in millions of dollars) | |||||||||||||||||||||||
| Timber Sales | $71.7 | $18.3 | $166.5 | $59.9 | |||||||||||||||||||
| Less: Logging and Hauling | (32.1) | (8.4) | (78.7) | (27.6) | |||||||||||||||||||
| Net Stumpage Sales | $39.6 | $9.9 | $87.8 | $32.3 | |||||||||||||||||||
| Trading Sales | — | — | — | 1.8 | |||||||||||||||||||
| Land-Based Solutions | — | — | — | 0.1 | |||||||||||||||||||
| Other Non-Timber Sales | 1.9 | 1.6 | 5.1 | 3.8 | |||||||||||||||||||
| Total Sales | $73.6 | $19.9 | $171.7 | $65.5 | |||||||||||||||||||
| Operating Income | $3.6 | $1.8 | $15.8 | $3.5 | |||||||||||||||||||
| (+) Depreciation, depletion and amortization | 28.6 | 4.6 | 51.4 | 15.6 | |||||||||||||||||||
| Adjusted EBITDA (e) | $32.3 | $6.4 | $67.2 | $19.1 | |||||||||||||||||||
| Other Data | |||||||||||||||||||||||
| Period-End Acres (in thousands) | 894 | 307 | 894 | 307 | |||||||||||||||||||
(a)Excludes log trading activities.
(b)Includes volumes sold to third-party exporters.
(c)Estimated percentage of export volume includes direct exports and log sales to third-party exporters.
(d)Pricing is reported on a CFR basis (i.e., inclusive of export costs and freight).
(e)Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators.
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| Wood Products Overview | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Volume and Pricing Data | |||||||||||||||||||||||
| Lumber Shipments (MMBF) (a) | 327 | — | 840 | — | |||||||||||||||||||
| Lumber Price Realization (in dollars per MBF) (b) | $528 | — | $498 | — | |||||||||||||||||||
| Summary Financial Data (in millions of dollars) | |||||||||||||||||||||||
| Lumber Sales | $172.5 | — | $418.3 | — | |||||||||||||||||||
| Plywood/Residual/Other | 33.7 | — | 92.5 | — | |||||||||||||||||||
| Total Sales | $206.2 | — | $510.8 | — | |||||||||||||||||||
| Costs and Expenses | |||||||||||||||||||||||
| Freight, logging and hauling | ($26.5) | — | ($66.8) | — | |||||||||||||||||||
| Fiber costs | (82.3) | — | (211.9) | — | |||||||||||||||||||
| Manufacturing costs | (67.6) | — | (172.3) | — | |||||||||||||||||||
| Finished goods inventory change | 2.0 | — | 7.7 | — | |||||||||||||||||||
| Depreciation, depletion and amortization | (15.4) | — | (31.9) | — | |||||||||||||||||||
| Other costs and expenses | (4.8) | — | (9.9) | — | |||||||||||||||||||
| Total Costs and Expenses | ($194.6) | — | ($485.1) | — | |||||||||||||||||||
| Operating Income | $11.6 | — | $25.8 | — | |||||||||||||||||||
| (+) Inventory purchase price adjustment in cost of sales (c) | — | — | 1.2 | — | |||||||||||||||||||
| (+) Depreciation, depletion and amortization | 15.4 | — | 31.9 | — | |||||||||||||||||||
| Adjusted EBITDA (d) | $27.0 | — | $58.9 | — | |||||||||||||||||||
(a)Lumber shipments, inclusive of pre-merger PotlatchDeltic shipments, were 928 MMBF for the nine months ended September 30, 2026.
(b)Lumber price realizations, inclusive of pre-merger PotlatchDeltic shipments, were $489 per MBF for the nine months ended September 30, 2026.
(c)Inventory purchase price adjustment in cost of sales reflects a non-cash, one-time charge reflecting the excess of fair value over PotlatchDeltic’s historical cost on acquired finished goods inventory sold post-closing.
(d)Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators.
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| Real Estate Overview | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Sales (in millions of dollars) | |||||||||||||||||||||||
| Improved Development (a) | $12.2 | $20.6 | $25.2 | $32.4 | |||||||||||||||||||
| Unimproved Development | 19.3 | — | 19.3 | 3.0 | |||||||||||||||||||
| Rural | 25.6 | 7.3 | 115.8 | 28.3 | |||||||||||||||||||
| Timberland & Non-Strategic | — | 53.5 | — | 53.5 | |||||||||||||||||||
| Deferred Revenue/Other (b) | 5.9 | 9.4 | 16.1 | 13.2 | |||||||||||||||||||
| Large Dispositions (c) | 145.0 | — | 145.0 | — | |||||||||||||||||||
| Total Sales | $208.0 | $90.8 | $321.4 | $130.4 | |||||||||||||||||||
| Acres Sold | |||||||||||||||||||||||
| Improved Development (a) | 262 | 227 | 312 | 331 | |||||||||||||||||||
| Unimproved Development | 1,730 | — | 1,730 | 311 | |||||||||||||||||||
| Rural | 5,135 | 1,520 | 20,280 | 5,398 | |||||||||||||||||||
| Timberland & Non-Strategic | — | 21,601 | — | 21,601 | |||||||||||||||||||
| Large Dispositions (c) | 35,996 | — | 35,996 | — | |||||||||||||||||||
| Total Acres Sold | 43,123 | 23,348 | 58,318 | 27,642 | |||||||||||||||||||
| Gross Price per Acre (dollars per acre) | |||||||||||||||||||||||
| Improved Development (a) | $46,482 | $90,675 | $80,860 | $97,656 | |||||||||||||||||||
| Unimproved Development | 11,177 | — | 11,177 | 9,635 | |||||||||||||||||||
| Rural | 4,984 | 4,811 | 5,708 | 5,245 | |||||||||||||||||||
| Timberland & Non-Strategic | — | 2,477 | — | 2,477 | |||||||||||||||||||
| Large Dispositions (c) | 4,028 | — | 4,028 | — | |||||||||||||||||||
| Weighted Average (Total) (d) | $8,012 | $3,486 | $7,181 | $4,239 | |||||||||||||||||||
| Weighted Average (Adjusted) (e) | $6,545 | $2,630 | $6,138 | $3,106 | |||||||||||||||||||
| Total Sales (Excluding Large Dispositions) | $63.0 | $90.8 | $176.4 | $130.4 | |||||||||||||||||||
| Operating Income | $134.2 | $26.4 | $189.8 | $35.2 | |||||||||||||||||||
| (–) Large Dispositions (c) | (90.6) | — | (90.6) | — | |||||||||||||||||||
| (+) Asset impairment charge (f) | — | 7.0 | — | 7.0 | |||||||||||||||||||
| (+) Depreciation, depletion and amortization | 4.0 | 9.6 | 14.9 | 12.1 | |||||||||||||||||||
| (+) Non-cash cost of land and improved development | 1.0 | 30.7 | 19.0 | 40.0 | |||||||||||||||||||
| Adjusted EBITDA (g) | $48.5 | $73.8 | $133.0 | $94.4 | |||||||||||||||||||
(a)Reflects land with capital invested in infrastructure improvements.
(b)Includes deferred revenue adjustments, builder price participation and other fees related to Improved Development sales, as well as residential and commercial lease revenue and revenue from our country club operations.
(c)Large Dispositions are defined as sales of productive timberland, driven by portfolio management and/or capital allocation considerations, that exceed $50 million and do not reflect a premium attributable to a higher and better use (such as a rural, development or conservation use).
(d)Excludes Large Dispositions.
(e)Excludes Improved Development and Large Dispositions.
(f)Asset impairment charge reflects an impairment charge recognized on certain real estate assets located in Washington, which were acquired in the 2020 merger with Pope Resources.
(g)Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators.
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| Capital Expenditures By Segment (in millions of dollars) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Timber Capital Expenditures | |||||||||||||||||||||||
| Southern Timber | |||||||||||||||||||||||
| Reforestation, silviculture and other capital expenditures | $6.4 | $7.0 | $22.6 | $17.9 | |||||||||||||||||||
| Property taxes | 3.5 | 2.2 | 8.7 | 5.9 | |||||||||||||||||||
| Lease payments | 0.4 | 0.1 | 0.5 | 0.4 | |||||||||||||||||||
| Allocated overhead | 2.3 | 1.6 | 6.2 | 4.4 | |||||||||||||||||||
| Subtotal Southern Timber | $12.5 | $10.9 | $38.0 | $28.6 | |||||||||||||||||||
| Northwest Timber | |||||||||||||||||||||||
| Reforestation, silviculture and other capital expenditures | 6.2 | 0.9 | 13.3 | 4.0 | |||||||||||||||||||
| Property taxes | 0.6 | 0.1 | 1.7 | 0.3 | |||||||||||||||||||
| Allocated overhead | 0.5 | 0.7 | 3.3 | 2.1 | |||||||||||||||||||
| Subtotal Northwest Timber | $7.4 | $1.7 | $18.3 | $6.3 | |||||||||||||||||||
| Total Timber Segments Capital Expenditures | $19.9 | $12.6 | $56.3 | $34.9 | |||||||||||||||||||
| Wood Products | 4.1 | — | 10.2 | — | |||||||||||||||||||
| Real Estate | 0.2 | — | 0.3 | 0.1 | |||||||||||||||||||
| Corporate | 3.1 | — | 3.4 | — | |||||||||||||||||||
| Total Capital Expenditures | $27.3 | $12.6 | $70.1 | $35.0 | |||||||||||||||||||
| Timberland Acquisitions | |||||||||||||||||||||||
| Southern Timber (a) | $154.1 | — | $154.1 | — | |||||||||||||||||||
| Northwest Timber | 0.1 | — | 0.1 | — | |||||||||||||||||||
| Timberland Acquisitions | $154.3 | — | $154.3 | — | |||||||||||||||||||
Real Estate Development Investments (b) | $7.2 | $3.7 | $16.8 | $11.9 | |||||||||||||||||||
(a)Includes $142.7 million of timberlands acquired in exchange for timberlands sold (noncash), net of closing prorations; cash expenditures were $11.4 million.
(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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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| Discontinued Operations * | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Summary Financial Data by Historical Segment (in millions of dollars) | |||||||||||||||||||||||
| New Zealand Timber | |||||||||||||||||||||||
| Timber Sales | — | — | — | $101.6 | |||||||||||||||||||
| Less: Cut and Haul | — | — | — | (42.1) | |||||||||||||||||||
| Less: Port and Freight | — | — | — | (30.7) | |||||||||||||||||||
| Net Stumpage Sales | — | — | — | $28.9 | |||||||||||||||||||
| Non-Timber Sales | — | — | — | 0.5 | |||||||||||||||||||
| Total New Zealand Timber Sales | — | — | — | $102.2 | |||||||||||||||||||
| Trading | |||||||||||||||||||||||
| Trading Sales | — | — | — | 6.6 | |||||||||||||||||||
| Non-Timber Sales | — | — | — | 0.5 | |||||||||||||||||||
| Total Trading Sales | — | — | — | $7.2 | |||||||||||||||||||
| Total sales from discontinued operations | — | — | — | $109.3 | |||||||||||||||||||
| Income from operations of discontinued operations, net of tax | — | — | — | $1.9 | |||||||||||||||||||
| Gain on sale of discontinued operations | — | — | — | 404.4 | |||||||||||||||||||
| Income from discontinued operations | — | — | — | $406.3 | |||||||||||||||||||
*Due to our sale of the entities that held our entire 77% New Zealand joint venture interest, which was completed on June 30, 2025, New Zealand operating results are classified as Discontinued Operations in our Consolidated Financial Statements for the nine months ended September 30, 2025.
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The following tables summarize sales, operating income and Adjusted EBITDA variances for September 30, 2026 versus September 30, 2025 (millions of dollars):
| Sales | Southern Timber | Northwest Timber | Wood Products | Real Estate | Intersegment Eliminations | Total | ||||||||||||||||||||||||||||||||
Three Months Ended September 30, 2025 | $66.8 | $19.9 | — | $90.8 | — | $177.5 | ||||||||||||||||||||||||||||||||
| Volume | 42.8 | 47.0 | — | (56.6) | — | 33.2 | ||||||||||||||||||||||||||||||||
| Price | (7.8) | 13.4 | — | 31.4 | — | 37.0 | ||||||||||||||||||||||||||||||||
| Non-timber sales (a) | 5.8 | 0.3 | — | — | — | 6.1 | ||||||||||||||||||||||||||||||||
| Other | (0.2) | (b) | (7.0) | (b) | 206.2 | (c) | 142.4 | (d) | (29.6) | (e) | 311.8 | |||||||||||||||||||||||||||
Three Months Ended September 30, 2026 | $107.4 | $73.6 | $206.2 | $208.0 | ($29.6) | $565.6 | ||||||||||||||||||||||||||||||||
(a)For the Southern Timber segment, includes sales from carbon capture and storage ("CCS") and solar energy contracts.
(b)Includes variance due to stumpage versus delivered sales.
(c)Wood Products was a new segment beginning in Q1 2026.
(d)Includes a $145.0 million increase in Large Dispositions as well as deferred revenue adjustments, builder price participation, and other fees related to Improved Development sales, as well as residential and commercial lease revenue and revenue from our country club operations.
(e)Intersegment Eliminations represents logs sold from the Timber segments to Wood Products.
| Sales | Southern Timber | Northwest Timber | Wood Products | Real Estate | Intersegment Eliminations | Total | ||||||||||||||||||||||||||||||||
Nine Months Ended September 30, 2025 | $171.1 | $65.5 | — | $130.4 | — | $367.0 | ||||||||||||||||||||||||||||||||
| Volume | 132.0 | 88.6 | — | (22.6) | — | 198.0 | ||||||||||||||||||||||||||||||||
| Price | (17.0) | 28.5 | — | 63.8 | — | 75.3 | ||||||||||||||||||||||||||||||||
| Non-timber sales (a) | 17.5 | 1.3 | — | — | — | 18.8 | ||||||||||||||||||||||||||||||||
| Other | 0.1 | (b) | (12.2) | (b) | 510.8 | (c) | 149.8 | (d) | (68.8) | (e) | 579.7 | |||||||||||||||||||||||||||
Nine Months Ended September 30, 2026 | $303.7 | $171.7 | $510.8 | $321.4 | ($68.8) | $1,238.8 | ||||||||||||||||||||||||||||||||
(a)For the Southern Timber segment, includes sales from carbon capture and storage ("CCS") and solar energy contracts.
(b)Includes variance due to stumpage versus delivered sales.
(c)Wood Products was a new segment beginning in Q1 2026.
(d)Includes a $145.0 million increase in Large Dispositions as well as deferred revenue adjustments, builder price participation, and other fees related to Improved Development sales, as well as residential and commercial lease revenue and revenue from our country club operations.
(e)Intersegment Eliminations represents logs sold from the Timber segments to Wood Products.
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| Operating Income | Southern Timber | Northwest Timber | Wood Products | Real Estate | Corporate and Other | Intersegment Eliminations | Total | |||||||||||||||||||||||||||||||||||||
Three Months Ended September 30, 2025 | $22.5 | $1.8 | — | $26.4 | ($9.0) | — | $41.7 | |||||||||||||||||||||||||||||||||||||
| Volume | 5.2 | 12.2 | — | (36.8) | — | — | (19.4) | |||||||||||||||||||||||||||||||||||||
| Price (a) | (7.8) | 13.4 | — | 31.4 | — | — | 37.0 | |||||||||||||||||||||||||||||||||||||
| Cost | (4.7) | (7.3) | — | 5.3 | (5.8) | — | (12.5) | |||||||||||||||||||||||||||||||||||||
| Non-timber income (b) | 6.1 | 0.2 | — | — | — | — | 6.3 | |||||||||||||||||||||||||||||||||||||
| Depreciation, depletion & amortization | (0.6) | (16.7) | — | (1.0) | (0.1) | — | (18.4) | |||||||||||||||||||||||||||||||||||||
| Non-cash cost of land and improved development | — | — | — | 17.9 | — | — | 17.9 | |||||||||||||||||||||||||||||||||||||
| Other (c) | — | — | 11.6 | 91.0 | (7.0) | (1.3) | 94.3 | |||||||||||||||||||||||||||||||||||||
Three Months Ended September 30, 2026 | $20.7 | $3.6 | $11.6 | $134.2 | ($21.9) | ($1.3) | $146.9 | |||||||||||||||||||||||||||||||||||||
(a)For Timber segments, price is presented on a gross basis and reflects prices excluding logging, hauling, and shipping costs. For Real Estate, price is presented net of cash closing costs.
(b)For the Southern Timber segment, includes income from carbon capture and storage (“CCS”) and solar energy contracts.
(c)Wood Products was a new segment beginning in Q1 2026. Real Estate includes a $90.6 million increase in operating income from Large Dispositions in the current year period and a $7.0 million asset impairment charge in the prior year period. Real Estate also includes deferred revenue adjustments, builder price participation, and other fees related to Improved Development sales, as well as residential and commercial lease revenue and revenue from our country club operations. Corporate and Other includes $7.0 million of costs related to the merger with PotlatchDeltic in the current year period. Intersegment Eliminations reflects the elimination of profit on log sales from the Timber segments to Wood Products that remain in inventory at the end of the period.
| Operating Income | Southern Timber | Northwest Timber | Wood Products | Real Estate | Corporate and Other | Intersegment Eliminations | Total | |||||||||||||||||||||||||||||||||||||
Nine Months Ended September 30, 2025 | $45.3 | $3.5 | — | $35.2 | ($27.7) | — | $56.3 | |||||||||||||||||||||||||||||||||||||
| Volume | 20.5 | 20.1 | — | (13.6) | — | — | 27.0 | |||||||||||||||||||||||||||||||||||||
| Price (a) | (17.0) | 28.5 | — | 63.8 | — | — | 75.3 | |||||||||||||||||||||||||||||||||||||
| Cost | (10.0) | (17.8) | — | 2.2 | (18.4) | — | (44.0) | |||||||||||||||||||||||||||||||||||||
| Non-timber income (b) | 18.1 | 1.2 | — | — | — | — | 19.3 | |||||||||||||||||||||||||||||||||||||
| Depreciation, depletion & amortization | (13.4) | (19.7) | — | (4.9) | (0.5) | — | (38.5) | |||||||||||||||||||||||||||||||||||||
| Non-cash cost of land and improved development | — | — | — | 14.8 | — | — | 14.8 | |||||||||||||||||||||||||||||||||||||
| Other (c) | (2.3) | — | 25.8 | 92.3 | (86.7) | (3.3) | 25.8 | |||||||||||||||||||||||||||||||||||||
Nine Months Ended September 30, 2026 | $41.2 | $15.8 | $25.8 | $189.8 | ($133.3) | ($3.3) | $135.9 | |||||||||||||||||||||||||||||||||||||
(a)For Timber segments, price is presented on a gross basis and reflects prices excluding logging, hauling, and shipping costs. For Real Estate, price is presented net of cash closing costs.
(b)For the Southern Timber segment, includes income from carbon capture and storage (“CCS”) and solar energy contracts.
(c)Southern Timber includes $2.3 million of timber write-offs resulting from casualty events in the current year period. Wood Products was a new segment beginning in Q1 2026. Real Estate includes a $90.6 million increase in operating income from Large Dispositions in the current year period and a $7.0 million asset impairment charge in the prior year period. Real Estate also includes deferred revenue adjustments, builder price participation, and other fees related to Improved Development sales, as well as residential and commercial lease revenue and revenue from our country club operations. Corporate and Other includes $87.8 million of costs related to the merger with PotlatchDeltic in the current year period, compared to $1.1 million of restructuring charges in the prior year period. Intersegment Eliminations reflects the elimination of profit on log sales from the Timber segments to Wood Products that remain in inventory at the end of the period.
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| Adjusted EBITDA (a) | Southern Timber | Northwest Timber | Wood Products | Real Estate | Corporate and Other | Intersegment Eliminations | Total | |||||||||||||||||||||||||||||||||||||
Three Months Ended September 30, 2025 | $42.7 | $6.4 | — | $73.8 | ($8.6) | — | $114.3 | |||||||||||||||||||||||||||||||||||||
| Volume | 16.1 | 19.6 | — | (55.2) | — | — | (19.5) | |||||||||||||||||||||||||||||||||||||
| Price (b) | (7.8) | 13.4 | — | 31.4 | — | — | 37.0 | |||||||||||||||||||||||||||||||||||||
| Cost | (4.7) | (7.3) | — | 5.3 | (5.8) | — | (12.5) | |||||||||||||||||||||||||||||||||||||
| Non-timber income (c) | 6.1 | 0.2 | — | — | — | — | 6.3 | |||||||||||||||||||||||||||||||||||||
| Other (d) | — | — | 27.0 | (6.8) | — | (1.3) | 18.9 | |||||||||||||||||||||||||||||||||||||
Three Months Ended September 30, 2026 | $52.4 | $32.3 | $27.0 | $48.5 | ($14.4) | ($1.3) | $144.6 | |||||||||||||||||||||||||||||||||||||
(a)Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators below.
(b)For Timber segments, price is presented on a gross basis and reflects prices excluding logging, hauling, and shipping costs. For Real Estate, price is presented net of cash closing costs.
(c)For the Southern Timber segment, includes income from carbon capture and storage (“CCS”) and solar energy contracts.
(d)Wood Products was a new segment beginning in Q1 2026. Real Estate includes deferred revenue adjustments, builder price participation, and other fees related to Improved Development sales, as well as residential and commercial lease revenue and revenue from our country club operations. Intersegment Eliminations reflects the elimination of profit on log sales from the Timber segments to Wood Products that remain in inventory at the end of the period.
| Adjusted EBITDA (a) | Southern Timber | Northwest Timber | Wood Products | Real Estate | Corporate and Other | Intersegment Eliminations | Total | |||||||||||||||||||||||||||||||||||||
Nine Months Ended September 30, 2025 | $98.1 | $19.1 | — | $94.4 | ($25.4) | — | $186.2 | |||||||||||||||||||||||||||||||||||||
| Volume | 61.3 | 36.2 | — | (21.9) | — | — | 75.6 | |||||||||||||||||||||||||||||||||||||
| Price (b) | (17.0) | 28.5 | — | 63.8 | — | — | 75.3 | |||||||||||||||||||||||||||||||||||||
| Cost | (10.0) | (17.8) | — | 2.2 | (18.4) | — | (44.0) | |||||||||||||||||||||||||||||||||||||
| Non-timber income (c) | 18.1 | 1.2 | — | — | — | — | 19.3 | |||||||||||||||||||||||||||||||||||||
| Other (d) | — | — | 58.9 | (5.5) | — | (3.3) | 50.1 | |||||||||||||||||||||||||||||||||||||
Nine Months Ended September 30, 2026 | $150.5 | $67.2 | $58.9 | $133.0 | ($43.8) | ($3.3) | $362.4 | |||||||||||||||||||||||||||||||||||||
(a)Adjusted EBITDA is a non-GAAP measure defined and reconciled in Performance and Liquidity Indicators below.
(b)For Timber segments, price is presented on a gross basis and reflects prices excluding logging, hauling, and shipping costs. For Real Estate, price is presented net of cash closing costs.
(c)For the Southern Timber segment, includes income from carbon capture and storage (“CCS”) and solar energy contracts.
(d)Wood Products was a new segment beginning in Q1 2026. Real Estate includes deferred revenue adjustments, builder price participation, and other fees related to Improved Development sales, as well as residential and commercial lease revenue and revenue from our country club operations. Intersegment Eliminations reflects the elimination of profit on log sales from the Timber segments to Wood Products that remain in inventory at the end of the period.
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SOUTHERN TIMBER
Third quarter sales of $107.4 million increased $40.6 million, or 61%, versus the prior year period. Harvest volumes increased 56% to 3.02 million tons versus 1.94 million tons in the prior year period, primarily driven by 1.4 million tons of incremental volume from the PotlatchDeltic timberlands. Average delivered pine sawtimber prices decreased to $45.31 per ton versus $47.45 per ton in the prior year period, primarily reflecting a shift in geographic mix from the expansion of our Southern Timber footprint, as well as modestly softer market conditions. Average delivered pine pulpwood prices decreased to $31.14 per ton versus $36.47 per ton in the prior year period, reflecting geographic mix impacts and generally weaker pulpwood market conditions. Weighted-average prices on stumpage sales (including hardwood) decreased to $15.33 per ton versus $20.20 per ton in the prior year period. Operating income of $20.7 million decreased $1.9 million versus the prior year period due to lower prices ($7.8 million), higher costs ($4.7 million), and higher depletion expense ($0.6 million), partially offset by higher non-timber income ($6.1 million) and higher volumes ($5.2 million). Third quarter Adjusted EBITDA of $52.4 million was 23%, or $9.7 million, above the prior year period.
Year-to-date sales of $303.7 million increased $132.6 million, or 78%, versus the prior year period. Harvest volumes increased 79% to 9.16 million tons versus 5.12 million tons in the prior year period, primarily driven by 3.9 million tons of incremental volume from the PotlatchDeltic timberlands. Average delivered pine sawtimber prices decreased to $44.78 per ton versus $47.66 per ton in the prior year period, primarily reflecting changes in geographic mix associated with the expanded Southern Timber footprint, as well as modestly weaker market conditions. Average delivered pine pulpwood prices decreased to $30.57 per ton versus $37.18 per ton in the prior year period, reflecting geographic mix impacts from the expanded footprint, as well as softer pulpwood markets. Overall, weighted-average prices on stumpage sales (including hardwood) decreased to $15.79 per ton versus $19.22 per ton in the prior year period, largely attributable to the geographic mix shift due to the merger. Operating income of $41.2 million decreased $4.1 million versus the prior year period due to lower prices ($17.0 million), higher depletion expense ($13.4 million), higher costs ($10.0 million) and a timber write-off resulting from a casualty event in the second quarter ($2.3 million), partially offset by higher volumes ($20.5 million) and higher non-timber income ($18.1 million). Year-to-date Adjusted EBITDA of $150.5 million was 53%, or $52.4 million, above the prior year period.
NORTHWEST TIMBER
Third quarter sales of $73.6 million increased $53.7 million, or 269%, versus the prior year period. Harvest volumes increased 171% to 571,000 tons versus 210,000 tons in the prior year period, driven by 368,000 tons of incremental volume from the PotlatchDeltic timberlands. Average delivered prices for sawtimber increased to $129.12 per ton versus $100.16 per ton in the prior year period, primarily reflecting geographic mix due to the addition of Idaho sawtimber, which more than offset modestly lower prices in the Pacific Northwest. Operating income of $3.6 million increased $1.9 million versus the prior year period due to higher prices ($13.4 million), higher volumes ($12.2 million), and higher non-timber income ($0.2 million), partially offset by higher depletion expense ($16.7 million) and higher costs ($7.3 million). The elevated depletion expense recognized in the third quarter primarily reflects a cumulative catch-up adjustment related to revisions to the preliminary purchase price allocation for the PotlatchDeltic merger. Third quarter Adjusted EBITDA of $32.3 million was $25.9 million above the prior year period.
Year-to-date sales of $171.7 million increased $106.1 million, or 162%, versus the prior year period. Harvest volumes increased 110% to 1.51 million tons versus 719,000 tons in the prior year period, primarily driven by 847,000 tons of incremental volume from the PotlatchDeltic timberlands. Average delivered prices for sawtimber increased to $117.91 per ton versus $95.37 per ton in the prior year period, primarily reflecting geographic mix due to the addition of Idaho sawtimber, which more than offset modestly lower prices in the Pacific Northwest. Operating income of $15.8 million increased $12.3 million versus the prior year period due to higher prices ($28.5 million), higher volumes ($20.1 million) and higher non-timber income ($1.2 million), partially offset by higher depletion expense ($19.7 million) and higher costs ($17.8 million). Year-to-date depletion expense includes a cumulative catch-up adjustment recognized in the third quarter related to revisions to the preliminary purchase price allocation for the PotlatchDeltic merger. Year-to-date Adjusted EBITDA of $67.2 million was 251%, or $48.1 million, above the prior year period.
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WOOD PRODUCTS
Third quarter sales totaled $206.2 million, consisting of $172.5 million of lumber sales and $33.7 million of plywood, residual, and other sales. Lumber price realizations remained strong during the third quarter as import duties and tariffs, mill curtailments, and trucking shortages constricted supply. Lumber shipments totaled 327 MMBF, with average lumber price realizations of $528 per thousand board feet. Third quarter operating income and Adjusted EBITDA were $11.6 million and $27.0 million, respectively.
Year-to-date sales totaled $510.8 million, consisting of $418.3 million of lumber sales and $92.5 million of plywood, residual, and other sales. Lumber price realizations improved sequentially throughout the year, as capacity curtailments and seasonal restocking drove higher prices in the first quarter, and import duties and tariffs, mill curtailments, and trucking shortages constricted supply in the second and third quarters. Lumber shipments totaled 840 MMBF, with average lumber price realizations of $498 per thousand board feet. Year-to-date operating income and Adjusted EBITDA were $25.8 million and $58.9 million, respectively.
REAL ESTATE
Third quarter sales of $208.0 million increased $117.2 million versus the prior year period, while operating income of $134.2 million increased $107.8 million versus the prior year period. Third quarter sales and operating income included $145.0 million and $90.6 million, respectively, from Large Dispositions. Sales and operating income increased primarily due to higher acres sold (43,123 acres sold versus 23,348 acres sold in the prior year period) and higher weighted-average prices ($4,687 per acre versus $3,486 per acre in the prior year period).
Improved Development sales of $12.2 million included $6.1 million from the Chenal Valley development project in Little Rock, Arkansas, $5.2 million from the Wildlight development project north of Jacksonville, Florida, and $0.8 million from the Heartwood development project south of Savannah, Georgia.
Unimproved Development sales of $19.3 million consisted of 1,730 acres at an average price of $11,177 per acre, including a 1,720-acre sale in St. Johns County, Florida for $10,809 per acre. There were no Unimproved Development sales in the prior year period.
Rural sales of $25.6 million consisted of 5,135 acres at an average price of $4,984 per acre. This compares to prior year period sales of $7.3 million, which consisted of 1,520 acres at an average price of $4,811 per acre.
There were no Timberland & Non-Strategic sales in the third quarter, while the prior year period included sales of $53.5 million, consisting of 21,601 acres at an average price of $2,477 per acre.
Third quarter Adjusted EBITDA of $48.5 million decreased $25.3 million versus the prior year period.
Year-to-date sales of $321.4 million increased $191.1 million versus the prior year period, while operating income of $189.8 million increased $154.6 million versus the prior year period. Year-to-date sales and operating income included $145.0 million and $90.6 million, respectively, from Large Dispositions in the third quarter. The prior year period operating income included a $7.0 million asset impairment charge. Sales and operating income increased in the first nine months primarily due to higher acres sold (58,318 acres sold versus 27,642 acres sold in the prior year period), as well as higher weighted-average prices ($5,235 per acre versus $4,239 per acre in the prior year period). Year-to-date Adjusted EBITDA of $133.0 million increased $38.6 million versus the prior year period.
OTHER ITEMS
CORPORATE AND OTHER EXPENSE
Third quarter corporate and other operating expenses of $21.9 million increased $12.9 million versus the prior year period, primarily reflecting the larger scale of the combined company and $7.0 million of costs related to the merger with PotlatchDeltic.
Year-to-date corporate and other operating expenses of $133.3 million increased $105.6 million versus the prior year period, primarily reflecting the larger scale of the combined company and $87.8 million of costs related to the merger with PotlatchDeltic. The prior year period included $1.1 million of restructuring charges.
INTEREST EXPENSE, NET
Third quarter and year-to-date interest expense of $16.7 million and $47.9 million increased $9.9 million and $28.2 million, respectively, versus the prior year period, primarily due to incremental debt assumed in the merger with PotlatchDeltic.
INTEREST INCOME
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Third quarter interest income of $4.0 million decreased $5.8 million versus the prior year period, primarily due to a lower average cash balance as a result of share repurchases, debt repayments and merger-related expenditures.
Year-to-date interest income of $16.0 million increased $1.0 million versus the prior year period. A higher average cash balance in the first half of 2026 following the sale of the Company’s New Zealand joint venture interest in the second quarter of 2025 was partially offset by a lower average cash balance in the third quarter of 2026 as a result of share repurchases, debt repayments and merger-related expenditures.
OTHER MISCELLANEOUS EXPENSE, NET
Third quarter other miscellaneous expense of $2.5 million compares to prior year period other miscellaneous expense of $1.0 million.
Year-to-date other miscellaneous expense of $2.2 million compares to prior period other miscellaneous expense of $3.4 million, which included $1.7 million of net costs associated with legal settlements.
INCOME TAX (EXPENSE) BENEFIT
Third quarter income tax expense of $7.8 million was primarily driven by income generated from the Company’s Wood Products and Real Estate development businesses.
Year-to-date income tax benefit of $28.9 million versus $0.3 million of income tax expense in the prior year period was primarily driven by a $40.3 million benefit associated with the release of a valuation allowance, partially offset by income tax expense on income generated from the Company’s Wood Products and Real Estate development businesses. The valuation allowance was primarily related to net operating losses generated by our taxable REIT subsidiary, which are now expected to be utilized following the merger with PotlatchDeltic.
INCOME FROM DISCONTINUED OPERATIONS
Discontinued operations relates to the sale of our New Zealand joint venture, which was completed on June 30, 2025. There was no income from discontinued operations in the first nine months of 2026.
The prior period year-to-date income of $406.3 million included a $404.4 million gain on the sale of our New Zealand joint venture interest and $1.9 million of income from operations of discontinued operations, net of tax. See Note 3 — Discontinued Operations for additional information.
SHARE REPURCHASES
During the third quarter, the Company repurchased approximately 2.8 million shares at an average price of $21.00 per share, or $59.8 million in total. As of September 30, 2026, the Company had $66.2 million remaining on its 2024 share repurchase authorization. On November 3, 2026, the Company’s Board of Directors approved a new $300 million share repurchase authorization, which is incremental to the remaining capacity under the 2024 authorization. See Note 1 — Basis of Presentation for additional information regarding this subsequent event.
Year-to-date, the Company repurchased approximately 7.8 million shares at an average price of $20.97 per share, or $163.2 million in total.
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OUTLOOK
In our Southern Timber segment, we expect full-year harvest volumes of 12.2 to 12.4 million tons, with anticipated harvest volumes of 3.0 to 3.2 million tons in the fourth quarter. We expect regional sawtimber and pulpwood prices to remain relatively stable for the fourth quarter compared to the third quarter. However, full-year and quarterly average pine prices for the combined company’s Southern Timber segment are expected to be lower than the standalone prices for Rayonier in the prior year based on the geographic mix of the combined company.
In our Northwest Timber segment, we expect full-year harvest volumes of 2.0 to 2.1 million tons, with anticipated harvest volumes of 500,000 to 550,000 tons in the fourth quarter. We expect overall sawtimber prices to be lower in the fourth quarter compared to the third quarter, primarily due to lower sawlog prices in Idaho. We also continue to expect that full-year 2026 average log pricing for the combined company’s Northwest Timber segment will be higher than the standalone pricing for Rayonier in the prior year.
In our Wood Products segment, we continue to expect lumber shipments to total approximately 1.1 billion board feet for the 11 months of contribution in 2026, including approximately 295 to 305 million board feet in the fourth quarter. We expect fourth quarter lumber realizations to be lower than the third quarter, reflecting softer market conditions and typical seasonal demand patterns.
In our Real Estate segment, momentum has continued, and we maintain a strong pipeline of rural and improved development land sales for the remainder of the year.
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LIQUIDITY AND CAPITAL RESOURCES
Our principal source of cash is cash flow from operations, primarily the harvesting of timber, sale of lumber and plywood and sales of real estate and is highly dependent on the selling prices and volumes of our products and can vary from period to period. As an UPREIT, our main use of cash is dividends on Rayonier Inc. common shares and distributions on Rayonier, L.P. units. We also use cash to maintain the productivity of our timberlands through replanting and silviculture, and to maintain and improve our Wood Products manufacturing facilities through capital expenditures and other investments. Acquisitions generally require funding from external sources or Large Dispositions.
SUMMARY OF LIQUIDITY AND FINANCING COMMITMENTS
| September 30, | December 31, | ||||||||||
| (millions of dollars) | 2026 | 2025 | |||||||||
| Cash and cash equivalents | $361.4 | $842.9 | |||||||||
| Total debt (a) | 1,859.5 | 1,050.0 | |||||||||
Noncontrolling interests in the Operating Partnership | 38.4 | 40.5 | |||||||||
| Shareholders’ equity | 5,233.4 | 2,209.7 | |||||||||
| Total capitalization (total debt plus permanent and temporary equity) | 7,131.3 | 3,300.2 | |||||||||
| Debt to capital ratio | 26 | % | 32 | % | |||||||
| Net debt to enterprise value (b)(c) | 22 | % | 6 | % | |||||||
(a)Total debt as of September 30, 2026 and December 31, 2025 reflects principal on long-term debt and current maturities of long-term debt, gross of deferred financing costs and unamortized discounts.
(b)Net debt is calculated as total debt less cash and cash equivalents.
(c)Enterprise value based on market capitalization (including Rayonier, L.P. “OP” units) plus net debt based on Rayonier’s share price of $18.36 and $21.65 as of September 30, 2026 and December 31, 2025, respectively.
CASH FLOWS
The following table summarizes our cash flows from operating, investing and financing activities for the nine months ended September 30, 2026 and 2025:
| (millions of dollars) | 2026 | 2025 | |||||||||
| Cash provided by (used for): | |||||||||||
| Operating activities | $252.2 | $204.9 | |||||||||
| Investing activities | (96.0) | 642.9 | |||||||||
| Financing activities | (637.8) | (272.1) | |||||||||
CASH PROVIDED BY OPERATING ACTIVITIES
Cash provided by operating activities increased $47.3 million from the prior year period, primarily due to improved operating results and contributions from the legacy PotlatchDeltic operations, partially offset by merger-related costs and working capital changes.
CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES
Cash used for investing activities was $96.0 million in the current period compared to cash provided by investing activities of $642.9 million in the prior year period. This is due to net proceeds from the sale of the New Zealand joint venture interest in the prior year period ($688.3 million), higher capital expenditures from continuing operations ($35.1 million), the net cash consideration transferred in our merger with PotlatchDeltic ($24.8 million), higher cash used for timberland acquisitions ($11.5 million) and higher real estate development investments ($4.9 million), partially offset by interest received under swaps with other-than-insignificant financing elements ($16.6 million), lower capital expenditures from discontinued operations ($7.1 million), higher cash provided by the sale of property, plant and equipment and other investing activities ($1.0 million) and higher proceeds from Large Dispositions ($0.9 million).
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CASH USED FOR FINANCING ACTIVITIES
Cash used for financing activities increased $365.7 million from the prior year period. The increase was due to repayments of debt ($227.5 million), higher share repurchases ($96.2 million), higher dividends paid on common shares ($41.0 million), primarily due to an increase in outstanding shares from the PotlatchDeltic merger, higher finance lease payments ($3.5 million), payments for Operating Partnership unit redemptions ($1.4 million) and equity issuance costs ($1.1 million), partially offset by lower distributions to noncontrolling interests in consolidated affiliates ($3.1 million), lower distributions to noncontrolling interests in the Operating Partnership ($1.2 million) and lower debt issuance costs ($0.8 million).
FUTURE USES OF CASH
We expect future uses of cash to include working capital requirements, principal and interest payments on long-term debt, lease payments, capital expenditures, real estate development investments, acquisitions, dividends on Rayonier Inc. common shares and distributions on Rayonier, L.P. units, repurchases of the Company’s common shares, or other expenditures as needed.
Significant long-term uses of cash include the following (in millions):
| Future uses of cash (in millions) | Total | Payments Due by Period | |||||||||||||||||||||||||||
| 2026 | 2027-2028 | 2029-2030 | Thereafter | ||||||||||||||||||||||||||
| Long-term debt (a) | $1,720.7 | — | $300.0 | $574.7 | $846.0 | ||||||||||||||||||||||||
| Current maturities of long-term debt (b) | 138.8 | — | 138.8 | — | — | ||||||||||||||||||||||||
| Interest payments on long-term debt (c) | 373.4 | 26.2 | 164.4 | 99.9 | 82.9 | ||||||||||||||||||||||||
| Operating leases — timberland (d) | 21.4 | 2.2 | 5.2 | 4.2 | 9.8 | ||||||||||||||||||||||||
| Operating leases — PP&E, offices (d) | 23.2 | 0.9 | 6.3 | 4.1 | 11.9 | ||||||||||||||||||||||||
| Finance leases — PP&E (d) | 13.8 | 1.6 | 9.0 | 3.1 | 0.1 | ||||||||||||||||||||||||
| Commitments — real estate projects (e) | 75.0 | 14.1 | 49.0 | 4.5 | 7.4 | ||||||||||||||||||||||||
| Commitments — environmental remediation (f) | 9.6 | 2.0 | 4.8 | 0.7 | 2.1 | ||||||||||||||||||||||||
| Commitments — cutting contracts (g) | 18.8 | 4.6 | 11.2 | 2.3 | 0.7 | ||||||||||||||||||||||||
| Commitments — other (h) | 20.5 | 6.3 | 12.9 | 1.3 | — | ||||||||||||||||||||||||
| Total | $2,415.2 | $57.9 | $701.6 | $694.8 | $960.9 | ||||||||||||||||||||||||
(a)The book value of long-term debt, net of deferred financing costs and unamortized discounts, is recorded at $1,716.7 million on our Consolidated Balance Sheets, but upon maturity the liability will be $1,720.7 million. See Note 8 — Debt for additional information.
(b)The book value of current maturities of long-term debt is recorded at $138.8 million on our Consolidated Balance Sheets.
(c)Projected interest payments for variable-rate debt were calculated based on outstanding principal amounts and interest rates as of September 30, 2026 and excludes the impact of hedging.
(d)Excludes anticipated renewal options.
(e)Commitments — real estate projects primarily consists of payments expected to be made on real estate development projects.
(f)Commitments — environmental remediation primarily represents our estimate of potential liability associated with environmental contamination and Natural Resource Damages in Port Gamble, Washington. See Note 13 — Environmental and Natural Resource Damage Liabilities for additional information.
(g)Commitments — cutting contracts consists of payments expected to be made under timber cutting contracts to supply logs to the Company’s Wood Products manufacturing facilities.
(h)Commitments — other includes other purchase obligations.
We expect to fund these requirements with a combination of existing cash balances, cash generated by operating activities, Large Dispositions, and our Revolving Credit Facility. We believe we have sufficient liquidity to meet our business requirements for the next 12 months and the foreseeable future.
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EXPECTED 2026 EXPENDITURES
Capital expenditures in 2026 are expected to range between $100 million and $104 million, excluding strategic acquisitions. Capital expenditures primarily consist of seedling planting, fertilization and other silvicultural activities; maintenance and discretionary capital projects at our Wood Products facilities; property taxes; lease payments; and allocated overhead. Aside from these recurring expenditures, we continue to actively evaluate opportunistic investments.
We anticipate real estate development investments in 2026 to range between $26 million and $30 million, net of reimbursements from community development bonds. These investments are primarily related to Wildlight, our mixed-use community development project located north of Jacksonville, Florida; Heartwood, our mixed-use development project located in Richmond Hill just south of Savannah, Georgia; and our master-planned community at Chenal Valley in Little Rock, Arkansas.
Our 2026 dividend payments on Rayonier Inc. common shares and distributions to Rayonier, L.P. unitholders are expected to be approximately $313 million and $2 million, respectively, assuming no change in the quarterly dividend rate of $0.26 per share or partnership unit, or material changes in the number of shares or partnership units outstanding.
Cash contributions to the qualified pension plan in 2026 are expected to total approximately $7.3 million, all of which was contributed during the nine months ended September 30, 2026. Additionally, the nonqualified plans are unfunded; expected benefit payments to be made directly by Rayonier in 2026 are approximately $2.7 million. Expected other postretirement benefit payments in 2026 are approximately $1.8 million. See Note 18 — Pension and Other Postretirement Employee Benefits for additional information.
Future share repurchases, if any, will depend on the Company’s liquidity and cash flow, general market conditions, and other considerations, including capital allocation priorities.
OFF-BALANCE SHEET ARRANGEMENTS
We utilize off-balance sheet arrangements to provide credit support for certain suppliers and vendors, in case of their default on critical obligations, collateral for outstanding claims under our current and former workers’ compensation self-insurance programs, and financial assurance for performance obligations related to timber sales and harvesting operations, real estate development, and environmental remediation. These arrangements consist of standby letters of credit and surety bonds. As part of our ongoing operations, we also periodically issue guarantees to third parties. These off-balance sheet arrangements are not considered a source of liquidity or capital resources and do not expose us to material risks or material unfavorable financial impacts. See Note 14 — Guarantees for details on the letters of credit and surety bonds as of September 30, 2026.
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SUMMARY OF GUARANTOR FINANCIAL INFORMATION
In May 2021, Rayonier, L.P. issued $450 million of 2.75% Senior Notes due 2031 (the “Senior Notes due 2031”). At issuance, Rayonier Inc., Rayonier TRS Holdings Inc., and Rayonier Operating Company, LLC agreed to irrevocably, fully and unconditionally guarantee, jointly and severally, the obligations of Rayonier, L.P. with respect to the Senior Notes due 2031.
On February 13, 2026, in connection with the merger with PotlatchDeltic Corporation, the Company executed a Second Supplemental Indenture pursuant to which PotlatchDeltic Forest Holdings, LLC, PotlatchDeltic Land & Lumber, LLC, PotlatchDeltic Timber, LLC, PotlatchDeltic REIT Southeastern, LLC, and PotlatchDeltic Manufacturing, LLC (collectively, the “PotlatchDeltic Guarantors”) became additional guarantors of the Senior Notes due 2031. The Senior Notes due 2031 are now guaranteed, jointly and severally, by Rayonier Inc., Rayonier TRS Holdings Inc., Rayonier Operating Company, LLC, and the PotlatchDeltic Guarantors (collectively, the “Guarantors”).
As the general partner of Rayonier, L.P., Rayonier Inc. consolidates Rayonier, L.P. and has no material assets or liabilities other than its interest in the partnership. These notes are unsecured and unsubordinated and will rank equally with all other unsecured and unsubordinated indebtedness outstanding from time to time.
Rayonier, L.P. is a limited partnership, in which Rayonier Inc. is the general partner. The operating subsidiaries of Rayonier, L.P. conduct all of our operations. Rayonier, L.P.’s most significant assets are its interest in operating subsidiaries; however, these have been excluded from the table below to eliminate intercompany transactions between the issuer and guarantors and to exclude investments in non-guarantors. Consequently, the Company’s ability to make required payments on the notes depends on the performance of the operating subsidiaries and their ability to distribute funds to us. There are no material restrictions on dividends from these operating subsidiaries.
Because the PotlatchDeltic Guarantors joined the obligor group during the first quarter of 2026, the summarized financial information as of September 30, 2026 reflects the expanded obligor group, while the December 31, 2025 information reflects only Rayonier, L.P. and the original three guarantors. The two periods are therefore not presented on a comparable obligor-group basis.
The summarized balance sheet information for the consolidated obligor group of debt issued by Rayonier, L.P. for the nine months ended September 30, 2026 and year ended December 31, 2025 are provided in the table below:
| (in millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Current assets | $547.7 | $854.0 | |||||||||
| Non-current assets | 661.1 | 65.3 | |||||||||
| Current liabilities | 269.7 | 221.2 | |||||||||
| Non-current liabilities | 3,785.0 | 2,518.0 | |||||||||
| Due to non-guarantors | 1,935.5 | 1,650.6 | |||||||||
The summarized results of operations information for the consolidated obligor group of debt issued by Rayonier, L.P. for the nine months ended September 30, 2026 and year ended December 31, 2025 are provided in the table below:
| (in millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Cost and expenses | ($796.6) | ($37.4) | |||||||||
| Operating loss | (71.1) | (37.4) | |||||||||
| Net loss | (96.3) | (39.2) | |||||||||
| Revenue from non-guarantors | 512.9 | 593.8 | |||||||||
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LIQUIDITY FACILITIES
See Note 8 — Debt for details on our liquidity facilities and other outstanding debt, including the financial covenants, associated with our Senior Notes due 2031 and our Second Amended and Restated Credit Agreement.
RESTRICTED CASH
See Note 24 — Restricted Cash for further information regarding funds deposited with a third-party intermediary and cash held in escrow.
PERFORMANCE AND LIQUIDITY INDICATORS
The discussion below is presented to enhance the reader’s understanding of our operating performance, liquidity, and ability to generate cash and satisfy rating agency and creditor requirements. This information includes two measures of financial results: Adjusted Earnings before Interest, Taxes, Depreciation, Depletion and Amortization (“Adjusted EBITDA”) and Cash Available for Distribution (“CAD”). These measures are not defined by Generally Accepted Accounting Principles (“GAAP”), and the discussion of Adjusted EBITDA and CAD is not intended to conflict with, change or serve as a substitute to any of the GAAP disclosures described above.
Management uses Adjusted EBITDA as a performance measure. Adjusted EBITDA is a non-GAAP measure that management uses to make strategic decisions about the business and that investors can use to evaluate the operational performance of the assets under management. It excludes specific items that management believes are not indicative of the Company’s ongoing operating results. We define Adjusted EBITDA as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and improved development, non-operating 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 from operations of discontinued operations, gain on sale of discontinued operations, asset impairment charges, restructuring charges and Large Dispositions.
Effective July 1, 2026, we revised our definition of Large Dispositions to sales of productive timberland, driven by portfolio management and/or capital allocation considerations, that exceed $50 million and do not reflect a premium attributable to a higher and better use (such as a rural, development or conservation use). Previously, Large Dispositions were defined as sales of productive timberland assets that exceeded $20 million in size and did not reflect a demonstrable premium relative to timberland value. We revised the definition to reflect the increased scale of our timberland portfolio following the merger with PotlatchDeltic, and we believe the revised definition better distinguishes transactions that are not indicative of our ongoing operating performance. The revised definition had no effect on the periods presented.
Management uses CAD as a liquidity measure. CAD is a non-GAAP measure of cash generated during a period that is available for common share dividends, distributions to Operating Partnership unitholders, common share repurchases, debt reduction, timberland acquisitions and real estate development investments. CAD is defined as cash provided by operating activities adjusted for capital spending (excluding timberland acquisitions and real estate development investments) and working capital and other balance sheet changes.
In compliance with SEC requirements for non-GAAP measures, we reduce CAD by mandatory debt repayments, resulting in a measure entitled “Adjusted CAD.” When mandatory debt repayments or other required cash settlements are incurred, CAD is reduced for such amounts. CAD and Adjusted CAD are not necessarily indicative of the CAD that may be generated in future periods.
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We reconcile Adjusted EBITDA to Net Income for the consolidated Company and to Operating Income for the segments, as those are the most comparable GAAP measures for each. The following table provides a reconciliation of Net Income to Adjusted EBITDA for the respective periods (in millions of dollars):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net Income to Adjusted EBITDA Reconciliation | |||||||||||||||||||||||
| Net Income | $123.9 | $43.7 | $130.7 | $454.2 | |||||||||||||||||||
| Interest, net and miscellaneous expense (income) | 12.7 | (3.0) | 31.9 | 4.7 | |||||||||||||||||||
| Income tax expense (benefit) (a) | 7.8 | — | (28.9) | 0.3 | |||||||||||||||||||
| Depreciation, depletion and amortization | 80.3 | 34.8 | 206.9 | 81.7 | |||||||||||||||||||
| Non-cash cost of land and improved development | 1.0 | 30.7 | 19.0 | 40.0 | |||||||||||||||||||
| Non-operating expense (b) | 2.5 | 1.0 | 2.2 | 3.4 | |||||||||||||||||||
| Large Dispositions (c) | (90.6) | — | (90.6) | — | |||||||||||||||||||
| Costs related to the merger with PotlatchDeltic (d) | 7.0 | — | 87.8 | — | |||||||||||||||||||
| Timber write-offs resulting from casualty events (e) | — | — | 2.3 | — | |||||||||||||||||||
| Inventory purchase price adjustment in cost of sales (f) | — | — | 1.2 | — | |||||||||||||||||||
| Asset impairment charge (g) | — | 7.0 | — | 7.0 | |||||||||||||||||||
| Restructuring charges (h) | — | — | — | 1.1 | |||||||||||||||||||
| Income from operations of discontinued operations, net of tax (i) | — | — | — | (1.9) | |||||||||||||||||||
| Gain on sale of discontinued operations (j) | — | — | — | (404.4) | |||||||||||||||||||
| Adjusted EBITDA | $144.6 | $114.3 | $362.4 | $186.2 | |||||||||||||||||||
(a)The nine months ended September 30, 2026 includes a $40.3 million tax benefit from the release of a valuation allowance.
(b)The nine months ended September 30, 2025 includes $1.7 million of net costs associated with legal settlements.
(c)Large Dispositions are defined as sales of productive timberland, driven by portfolio management and/or capital allocation considerations, that exceed $50 million and do not reflect a premium attributable to a higher and better use (such as a rural, development or conservation use).
(d)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.
(e)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.
(f)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.
(g)Asset impairment charge reflects an impairment charge recognized on certain real estate assets located in Washington, which were acquired in the 2020 merger with Pope Resources.
(h)Restructuring charges include severance costs related to workforce optimization initiatives.
(i)Income from operations of discontinued operations, net of tax includes income generated by the Company's New Zealand joint venture interest, which was classified as discontinued operations prior to its June 30, 2025 disposition.
(j)Gain on sale of discontinued operations reflects the net gain recognized on the sale of the Company’s New Zealand joint venture interest.
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The following tables provide a reconciliation of Operating Income by segment to Adjusted EBITDA by segment for the respective periods (in millions of dollars):
| Three Months Ended | Southern Timber | Northwest Timber | Wood Products | Real Estate | Corporate and Other | Intersegment Eliminations | Total | ||||||||||||||||||||||||||||||||||
| September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Operating income | $20.7 | $3.6 | $11.6 | $134.2 | ($21.9) | ($1.3) | $146.9 | ||||||||||||||||||||||||||||||||||
| Depreciation, depletion and amortization | 31.7 | 28.6 | 15.4 | 4.0 | 0.5 | — | 80.3 | ||||||||||||||||||||||||||||||||||
| Non-cash cost of land and improved development | — | — | — | 1.0 | — | — | 1.0 | ||||||||||||||||||||||||||||||||||
| Costs related to the merger with PotlatchDeltic (a) | — | — | — | — | 7.0 | — | 7.0 | ||||||||||||||||||||||||||||||||||
| Large Dispositions (b) | — | — | — | (90.6) | — | — | (90.6) | ||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $52.4 | $32.3 | $27.0 | $48.5 | ($14.4) | ($1.3) | $144.6 | ||||||||||||||||||||||||||||||||||
| September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Operating income | $22.5 | $1.8 | — | $26.4 | ($9.0) | — | $41.7 | ||||||||||||||||||||||||||||||||||
| Depreciation, depletion and amortization | 20.1 | 4.6 | — | 9.6 | 0.4 | — | 34.8 | ||||||||||||||||||||||||||||||||||
| Non-cash cost of land and improved development | — | — | — | 30.7 | — | — | 30.7 | ||||||||||||||||||||||||||||||||||
| Asset impairment charge (c) | — | — | — | 7.0 | — | — | 7.0 | ||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $42.7 | $6.4 | — | $73.8 | ($8.6) | — | $114.3 | ||||||||||||||||||||||||||||||||||
(a)Costs related to the merger with PotlatchDeltic include professional services fees, employee-related costs, accelerated stock-based compensation, and other integration-related costs incurred in connection with the merger, which closed on January 30, 2026.
(b)Large Dispositions are defined as sales of productive timberland, driven by portfolio management and/or capital allocation considerations, that exceed $50 million and do not reflect a premium attributable to a higher and better use (such as a rural, development or conservation use).
(c)Asset impairment charge reflects an impairment charge recognized on certain real estate assets located in Washington, which were acquired in the 2020 merger with Pope Resources.
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| Nine Months Ended | Southern Timber | Northwest Timber | Wood Products | Real Estate | Corporate and Other | Intersegment Eliminations | Total | ||||||||||||||||||||||||||||||||||
| September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Operating income | $41.2 | $15.8 | $25.8 | $189.8 | ($133.3) | ($3.3) | $135.9 | ||||||||||||||||||||||||||||||||||
| Depreciation, depletion and amortization | 107.0 | 51.4 | 31.9 | 14.9 | 1.7 | — | 206.9 | ||||||||||||||||||||||||||||||||||
| Non-cash cost of land and improved development | — | — | — | 19.0 | — | — | 19.0 | ||||||||||||||||||||||||||||||||||
| Costs related to the merger with PotlatchDeltic (a) | — | — | — | — | 87.8 | — | 87.8 | ||||||||||||||||||||||||||||||||||
| Timber write-offs resulting from casualty events (b) | 2.3 | — | — | — | — | — | 2.3 | ||||||||||||||||||||||||||||||||||
| Inventory purchase price adjustment in cost of sales (c) | — | — | 1.2 | — | — | — | 1.2 | ||||||||||||||||||||||||||||||||||
| Large Dispositions (d) | — | — | — | (90.6) | — | — | (90.6) | ||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $150.5 | $67.2 | $58.9 | $133.0 | ($43.8) | ($3.3) | $362.4 | ||||||||||||||||||||||||||||||||||
| September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Operating income | $45.3 | $3.5 | — | $35.2 | ($27.7) | — | $56.3 | ||||||||||||||||||||||||||||||||||
| Depreciation, depletion and amortization | 52.8 | 15.6 | — | 12.1 | 1.3 | — | 81.7 | ||||||||||||||||||||||||||||||||||
| Non-cash cost of land and improved development | — | — | — | 40.0 | — | — | 40.0 | ||||||||||||||||||||||||||||||||||
| Asset impairment charge (e) | — | — | — | 7.0 | — | — | 7.0 | ||||||||||||||||||||||||||||||||||
| Restructuring charges (f) | — | — | — | — | 1.1 | — | 1.1 | ||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $98.1 | $19.1 | — | $94.4 | ($25.4) | — | $186.2 | ||||||||||||||||||||||||||||||||||
(a)Costs related to the merger with PotlatchDeltic include professional services fees, employee-related costs, accelerated stock-based compensation, and other integration-related costs incurred in connection with the merger, which closed on January 30, 2026.
(b)Timber write-offs resulting from casualty events includes the write-off of merchantable and pre-merchantable timber volume damaged by casualty events that cannot be salvaged.
(c)Inventory purchase price adjustment in cost of sales reflects a non-cash, one-time charge reflecting the excess of fair value over PotlatchDeltic’s historical cost on acquired finished goods inventory sold post-closing.
(d)Large Dispositions are defined as sales of productive timberland, driven by portfolio management and/or capital allocation considerations, that exceed $50 million and do not reflect a premium attributable to a higher and better use (such as a rural, development or conservation use).
(e)Asset impairment charge reflects an impairment charge recognized on certain real estate assets located in Washington, which were acquired in the 2020 merger with Pope Resources.
(f)Restructuring charges include severance costs related to workforce optimization initiatives.
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The following table provides a reconciliation of Cash Provided by Operating Activities to Adjusted CAD (in millions of dollars):
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash provided by operating activities | $252.2 | $204.9 | |||||||||
| Costs related to the merger with PotlatchDeltic (a) | 87.8 | — | |||||||||
| Capital expenditures (b) | (70.1) | (35.0) | |||||||||
| Working capital and other balance sheet changes | 17.5 | (7.5) | |||||||||
| Cash provided by operating activities from discontinued operations | — | (8.9) | |||||||||
| CAD | $287.4 | $153.5 | |||||||||
| Mandatory debt repayments | (227.5) | — | |||||||||
| Adjusted CAD | $59.9 | $153.5 | |||||||||
| Cash (used for) provided by investing activities | ($96.0) | $642.9 | |||||||||
| Cash used for financing activities | ($637.8) | ($272.1) | |||||||||
(a)Costs related to the merger with PotlatchDeltic include professional services fees, employee-related costs, accelerated stock-based compensation, and other integration-related costs incurred in connection with the merger, which closed on January 30, 2026.
(b)Capital expenditures exclude timberland acquisitions and real estate development investments.
The following table provides supplemental cash flow data (in millions of dollars):
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Real Estate Development Investments | ($16.8) | ($11.9) | |||||||||
| Purchase of timberlands | (11.5) | — | |||||||||
| Distributions to noncontrolling interests in consolidated affiliates | — | (3.1) | |||||||||
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to various market risks, including changes in interest rates and commodity prices. Our objective is to minimize the economic impact of these market risks. We use derivative instruments in accordance with policies and procedures approved by the Audit Committee of the Board of Directors. These activities are managed by a senior executive committee that is responsible for initiating, managing, and monitoring resulting exposures. We do not enter into financial instruments for trading or speculative purposes.
Interest Rate Risk
We are exposed to interest rate risk through our variable-rate debt, driven by changes in SOFR. To manage this exposure, we utilize interest rate swaps to convert existing and anticipated future floating-rate borrowings under our term credit agreements to fixed rates. As of September 30, 2026, we had $1.4 billion of variable-rate debt outstanding, which was fully hedged by interest rate swaps with an aggregate notional amount of $1.4 billion. Consequently, a hypothetical one-percentage point increase/decrease in interest rates would result in no corresponding change to our interest payments or interest expense over a 12-month period. Refer to Note 9 — Derivative Financial Instruments and Hedging Activities for additional information regarding these interest rate swaps.
The fair market value of our fixed-interest rate debt is also subject to interest rate risk. As of September 30, 2026, the estimated fair value of our fixed-rate debt was $391.1 million, compared to a principal amount of $450.0 million. We estimate the fair value of our debt using market interest rates for debt with similar terms and maturities. Generally, the fair market value of fixed-rate debt increases as interest rates fall and decreases as interest rates rise. A hypothetical one-percentage point increase/decrease in prevailing interest rates at September 30, 2026 would result in a corresponding decrease/increase in the fair value of our fixed-rate debt of approximately $16 million and $17 million, respectively.
We estimate the weighted-average effective interest rate on our combined fixed and variable-rate debt to be approximately 2.3%. This estimate accounts for the impact of interest rate swaps and the reduction in cost provided by estimated patronage, and excludes unused commitment fees related to our Revolving Credit Facility.
The following table summarizes our outstanding debt, interest rate swaps, and average interest rates by year of expected maturity, along with the respective fair values at September 30, 2026:
| (Dollars in thousands) | 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | Fair Value | |||||||||||||||||||||||||||||||||||||||
| Variable-rate debt: | |||||||||||||||||||||||||||||||||||||||||||||||
| Principal amounts | — | $138,750 | $300,000 | $390,000 | $184,750 | $396,000 | $1,409,500 | $1,409,500 | |||||||||||||||||||||||||||||||||||||||
| Average interest rate (a)(b) | — | 5.68 | % | 5.44 | % | 5.50 | % | 5.75 | % | 5.97 | % | 5.67 | % | ||||||||||||||||||||||||||||||||||
| Fixed-rate debt: | |||||||||||||||||||||||||||||||||||||||||||||||
| Principal amounts | — | — | — | — | — | $450,000 | $450,000 | $391,050 | |||||||||||||||||||||||||||||||||||||||
| Average interest rate (b) | — | — | — | — | — | 2.75 | % | 2.75 | % | ||||||||||||||||||||||||||||||||||||||
| Interest rate swaps: | |||||||||||||||||||||||||||||||||||||||||||||||
| Notional amount | — | $138,750 | $300,000 | $390,000 | $184,750 | $396,000 | $1,409,500 | $156,033 | |||||||||||||||||||||||||||||||||||||||
| Average pay rate (b) | — | 0.50 | % | 1.84 | % | 0.64 | % | 0.71 | % | 1.62 | % | 1.17 | % | ||||||||||||||||||||||||||||||||||
| Average receive rate (c) | — | 3.68 | % | 3.69 | % | 3.69 | % | 3.68 | % | 3.69 | % | 3.69 | % | ||||||||||||||||||||||||||||||||||
(a) Excludes estimated patronage refunds.
(b) Interest rates as of September 30, 2026.
(c) Weighted average of (i) Daily Simple SOFR rate on a 25-day lookback and (ii) 1-Month Term SOFR rate, each as of September 30, 2026, weighted by the respective notional amounts.
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Item 4. CONTROLS AND PROCEDURES
Rayonier Inc.
DISCLOSURE CONTROLS AND PROCEDURES
Rayonier’s management is responsible for establishing and maintaining adequate disclosure controls and procedures. Disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Securities Exchange Act of 1934 (the “Exchange Act”), are designed with the objective of ensuring information required to be disclosed by the Company in reports filed under the Exchange Act, such as this quarterly report on Form 10-Q, is (1) recorded, processed, summarized and reported or submitted within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Because of the inherent limitations in all control systems, no control evaluation can provide absolute assurance that all control exceptions and instances of fraud have been prevented or detected on a timely basis. Even systems determined to be effective can provide only reasonable assurance that their objectives are achieved.
Based on an evaluation of the Company’s disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q, our management, including the Chief Executive Officer and Chief Financial Officer, concluded the design and operation of the disclosure controls and procedures were effective as of September 30, 2026.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
On January 30, 2026, the Company completed its merger with PotlatchDeltic. In connection with the merger, management is in the process of assessing the internal control environment of the acquired operations. Consistent with SEC guidance, we may exclude PotlatchDeltic's internal controls from our assessment of internal control over financial reporting in our Annual Report on Form 10-K for the year ending December 31, 2026, subject to required disclosures regarding the significance of the excluded operations. We will include PotlatchDeltic's internal controls within the scope of our assessment no later than our Annual Report on Form 10-K for the fiscal year ending December 31, 2027. We have implemented appropriate oversight procedures to monitor internal controls during the integration period. Other than activities related to the integration of PotlatchDeltic, there were no other changes in our internal control over financial reporting during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As of September 30, 2026, PotlatchDeltic constituted 61% of the Company’s total assets and approximately 52% and 60% of the Company’s revenues for the three and nine months ended September 30, 2026, respectively.
Rayonier, L.P.
DISCLOSURE CONTROLS AND PROCEDURES
The Operating Partnership is responsible for establishing and maintaining adequate disclosure controls and procedures. Disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Securities Exchange Act of 1934 (the “Exchange Act”), are designed with the objective of ensuring information required to be disclosed by Rayonier, L.P. in reports filed under the Exchange Act, such as this quarterly report on Form 10-Q, is (1) recorded, processed, summarized and reported or submitted within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including Rayonier’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Because of the inherent limitations in all control systems, no control evaluation can provide absolute assurance that all control exceptions and instances of fraud have been prevented or detected on a timely basis. Even systems determined to be effective can provide only reasonable assurance that their objectives are achieved.
Based on an evaluation of the Operating Partnership’s disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q, our management, including Rayonier’s Chief Executive Officer and Chief Financial Officer, concluded the design and operation of the disclosure controls and procedures were effective as of September 30, 2026.
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CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
On January 30, 2026, the Operating Partnership completed its merger with PotlatchDeltic. In connection with the merger, management is in the process of assessing the internal control environment of the acquired operations. Consistent with SEC guidance, we may exclude PotlatchDeltic's internal controls from our assessment of internal control over financial reporting in our Annual Report on Form 10-K for the year ending December 31, 2026, subject to required disclosures regarding the significance of the excluded operations. We will include PotlatchDeltic's internal controls within the scope of our assessment no later than our Annual Report on Form 10-K for the fiscal year ending December 31, 2027. We have implemented appropriate oversight procedures to monitor internal controls during the integration period. Other than activities related to the integration of PotlatchDeltic, there were no other changes in our internal control over financial reporting during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As of September 30, 2026, PotlatchDeltic constituted 61% of the Operating Partnership’s total assets and approximately 52% and 60% of the Operating Partnership’s revenues for the three and nine months ended September 30, 2026, respectively.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The information set forth in Note 12 — Contingencies and in Note 13 — Environmental and Natural Resource Damage Liabilities in the “Notes to Consolidated Financial Statements” under Item 1 of Part I of this report is incorporated herein by reference.
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Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Rayonier Inc.
REGISTERED SALES OF EQUITY SECURITIES
From time to time, the Company may issue common shares in exchange for units in the Operating Partnership. Such shares are issued based on an exchange ratio of one common share for each unit, pursuant to the agreement of the Operating Partnership. During the quarter ended September 30, 2026, the Company did not issue any common shares in exchange for units in the Operating Partnership.
ISSUER REPURCHASES OF EQUITY SECURITIES
In December 2024, the Board of Directors authorized a $300 million share repurchase program (the “repurchase program”). Repurchases may occur at management’s discretion from time to time on the open market or through privately negotiated transactions. The repurchase program has no time limit and may be suspended for periods or discontinued at any time. During the third quarter of 2026, the Company repurchased 2,846,914 shares under this program. As of September 30, 2026, $66.2 million remained available for future repurchases, representing approximately 3,606,222 shares based on the period-end closing stock price of $18.36.
On November 3, 2026, the Company’s Board of Directors approved a new $300 million share repurchase authorization, which is incremental to the remaining capacity under the 2024 authorization. See Note 1 — Basis of Presentation for additional information regarding this subsequent event.
The following table provides information regarding our purchases of Rayonier common shares during the quarter ended September 30, 2026:
| Period | Total Number of Shares Purchased (a) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b) | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (c) | |||||||||||||||||||||||||
| July 1 to July 31 | 1,049,457 | $21.53 | 1,046,801 | 4,750,108 | |||||||||||||||||||||||||
| August 1 to August 31 | 1,050,435 | $21.32 | 1,050,000 | 3,954,847 | |||||||||||||||||||||||||
| September 1 to September 30 | 751,398 | $19.82 | 750,113 | 3,606,222 | |||||||||||||||||||||||||
| Total | 2,851,290 | 2,846,914 | |||||||||||||||||||||||||||
(a)Includes 4,376 shares repurchased to satisfy tax withholding obligations arising from the vesting of shares under the Rayonier Incentive Stock Plan. The repurchase price for each share was based on the Company’s common share closing price on the respective vesting dates.
(b)Consists of purchases made in open-market transactions under the $300 million share repurchase program announced on December 2, 2024.
(c)The maximum number of shares authorized to be purchased under the repurchase program at the end of July, August and September is based on the month-end closing stock prices of $21.78, $20.50, and $18.36, respectively.
Rayonier, L.P.
UNREGISTERED SALES OF EQUITY SECURITIES
There were no unregistered sales of equity securities made by the Operating Partnership during the quarter ended September 30, 2026.
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ISSUER REPURCHASES OF EQUITY SECURITIES
Pursuant to the Operating Partnership’s limited partnership agreement, limited partners have the right to redeem their Operating Partnership units for cash, or at our election, shares of Rayonier Common Stock on a one-for-one basis. During the quarter ended September 30, 2026, no units held by limited partners were redeemed in exchange for shares of Rayonier Common Stock. During the quarter, limited partners tendered 23,754 units for redemption, which the Company elected to settle in cash for approximately $0.5 million. These units, together with the 43,811 units tendered during the second quarter of 2026, settled on their Specified Redemption Dates during the third quarter of 2026 for an aggregate cash amount of approximately $1.4 million. No tendered units remained unsettled as of September 30, 2026.
Item 5. OTHER INFORMATION
Insider Trading Arrangements and Policies
None of the Company’s directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended September 30, 2026, as such terms are defined under Item 408(a) of Regulation S-K.
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Item 6. EXHIBITS
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| RAYONIER INC. | ||||||||
| By: | /s/ APRIL TICE | |||||||
April Tice Senior Vice President and Chief Accounting Officer (Duly Authorized Officer, Principal Accounting Officer) | ||||||||
Date: November 6, 2026
| RAYONIER, L.P. | ||||||||
| By: RAYONIER INC., its sole general partner | ||||||||
| By: | /s/ APRIL TICE | |||||||
April Tice Senior Vice President and Chief Accounting Officer (Duly Authorized Officer, Principal Accounting Officer) | ||||||||
Date: November 6, 2026
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