# Rayonier Inc: Form 10-K for the period ended Dec 31, 2024

- Company: [Rayonier Inc](/companies/ryn.md) (CIK 52827)
- Form: 10-K
- Filed: 2025-02-21
- Accepted by EDGAR: Feb 21, 2025, 16:59 ET
- Period: 2024-12-31
- Accession: 0000052827-25-000018
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/52827/000005282725000018/ryn-20241231.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/52827/000005282725000018/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-12-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 12 months, 2024-01-01 to 2024-12-31 | $1.26bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 12 months, 2024-01-01 to 2024-12-31 | $784.8m | us-gaap:CostOfGoodsAndServicesSold |
| Selling, general and administrative | 12 months, 2024-01-01 to 2024-12-31 | $74.4m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 12 months, 2024-01-01 to 2024-12-31 | $402.5m | us-gaap:OperatingIncomeLoss |
| Interest expense | 12 months, 2024-01-01 to 2024-12-31 | $36.9m | us-gaap:InterestExpenseNonoperating |
| Income tax | 12 months, 2024-01-01 to 2024-12-31 | $7.0m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 12 months, 2024-01-01 to 2024-12-31 | $359.1m | us-gaap:NetIncomeLoss |
| Diluted EPS | 12 months, 2024-01-01 to 2024-12-31 | $2.39 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 12 months, 2024-01-01 to 2024-12-31 | $2.41 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 12 months, 2024-01-01 to 2024-12-31 | 152,095,503 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 12 months, 2024-01-01 to 2024-12-31 | $261.6m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 12 months, 2024-01-01 to 2024-12-31 | $102.5m | us-gaap:PaymentsToAcquireProductiveAssets |
| Dividends paid | 12 months, 2024-01-01 to 2024-12-31 | $200.6m | us-gaap:PaymentsOfDividendsCommonStock |
| Share repurchases | 12 months, 2024-01-01 to 2024-12-31 | $4.2m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2024-12-31 | $323.2m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2024-12-31 | $436.9m | us-gaap:AssetsCurrent |
| Total assets | at 2024-12-31 | $3.47bn | us-gaap:Assets |
| Current liabilities | at 2024-12-31 | $388.7m | us-gaap:LiabilitiesCurrent |
| Long-term debt | at 2024-12-31 | $1.09bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2024-12-31 | $19.4m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2024-12-31 | $1.77bn | us-gaap:StockholdersEquity |

## Business

As filed, 63,911 characters.

### GENERAL

We are a leading timberland real estate investment trust (“REIT”) with assets located in some of the most productive softwood timber growing regions in the U.S. and New Zealand. We invest in timberlands and actively manage them to provide current income and attractive long-term returns to our shareholders. 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, Pacific Northwest Timber, New Zealand Timber, Real Estate, and Trading. As of December 31, 2024, we owned, leased or managed approximately 2.5 million acres of timberland and real estate located in the U.S. South (1.75 million acres), U.S. Pacific Northwest (308,000 acres) and New Zealand (412,000 gross acres, or 287,000 net plantable acres). In addition, we engage in the trading of logs to Pacific Rim markets, predominantly from New Zealand to support our New Zealand export operations. We have an added focus to maximize the value of our land portfolio by pursuing higher and better use (“HBU”) land sale opportunities.

We originated as the Rainier Pulp & Paper Company founded in Shelton, Washington in 1926. On June 27, 2014, Rayonier completed the tax-free spin-off of its Performance Fibers manufacturing business from its timberland and real estate operations, thereby becoming a “pure-play” timberland REIT. On May 8, 2020, Rayonier, L.P. acquired Pope Resources, a Delaware Limited Partnership (“Pope Resources”).

Under our REIT structure, we are generally not required to pay U.S. federal income taxes on our earnings from timber harvest operations and other REIT-qualifying activities contingent upon meeting applicable distribution, income, asset, shareholder and other tests. As of December 31, 2024, Rayonier owns a 98.7% interest in the Operating Partnership and a corresponding portion of taxable income or loss. Certain operations are conducted through our taxable REIT subsidiaries (“TRS”) and subject to U.S. federal and state corporate income tax. As of December 31, 2024 and as of the date of the filing of this Annual Report on Form 10-K, we believe the Company is in compliance with all REIT tests. See Note 20 — Income Taxes for further discussion of REIT and non-REIT qualifying operations.

The Company’s shares are publicly traded on the NYSE under the symbol RYN. We are a North Carolina corporation with executive offices located at 1 Rayonier Way, Wildlight, Florida 32097. Our telephone number is (904) 357-9100.

#### OUR COMPETITIVE STRENGTHS

We believe that we distinguish ourselves from other timberland owners and other alternative asset investments through the following competitive strengths:

- *Only Pure-Play Timberland REIT.* We are the only publicly traded “pure-play” timberland REIT, providing our investors with a focused, large-scale timberland investment vehicle. We are differentiated from other timberland REITs in that we do not own any manufacturing assets, which reduces volatility in our earnings and cash flow, and also enhances our ability to make nimble operational and portfolio management decisions to maximize shareholder value.
- *Scale in Premier Softwood Timber Markets.* Our timberland holdings are strategically located in core softwood producing regions, many of which have favorable supply-demand dynamics that translate to superior cash flow generation per acre and per ton compared to industry benchmarks and other timberland owners. Our most significant timberland holdings are located in the U.S. South, in close proximity to a variety of established pulp, paper, and wood products manufacturing facilities and export operations, which provide demand for both pulpwood and higher-value sawtimber products. Our Pacific Northwest and New Zealand timberlands benefit from strong domestic sawmill markets as well as access to nearby ports to capitalize on exports to Pacific Rim markets.
- *Well-Positioned to Provide Land-Based Solutions.* Our timberland portfolio is well-positioned to provide land-based solutions to support the transition to a low-carbon economy. Specifically, we expect increased demand for (1) alternative and/or additional land uses, such as solar farms, wind farms, and carbon capture and storage; (2) carbon offsets generated from the carbon sequestered through tree growth; and (3) wood fiber for bioenergy and biofuel applications. In particular, the location, scale, and geologic attributes of our assets in the U.S. South provide us with a competitive advantage in providing superior solutions for solar energy and carbon capture and storage. Select lands in our portfolio are also suitable for wind energy applications. We currently have solar and carbon capture and storage leases in place with high-caliber counterparties, and we expect these and other new revenue streams associated with land-based solutions to grow in the future.
- *Carbon Sequestration and Other Environmental Benefits of Our Forests.* We expect that the environmental attributes of our forestry assets will play an increasingly important role in creating value over time. Our timberlands absorb significantly more carbon than we emit in our operations and position us to capitalize on the increasing demand for carbon solutions by companies, governments, and investors. Our trees not only remove carbon from the atmosphere through photosynthesis while growing, but after harvesting, a significant portion of the carbon removed from our forests remains stored for an extended period of time within the wood products produced from our timber. Further, our forests provide other environmental benefits—such as supporting clean air, water and wildlife habitat—all while being sustainably managed through continuous cycles of growth and harvest.
- *Proven Real Estate Platform with Development Capabilities.* We have an established track record of identifying and selling rural and recreational HBU properties across our portfolio at significant premiums to timberland values. We also have built differentiated in-house real estate development capabilities to pursue land-use entitlements and selective investments in infrastructure that create significantly higher developed real estate values on holdings near expanding urban areas. Our current real estate development activity primarily consists of two distinct projects—one north of Jacksonville, Florida and another south of Savannah, Georgia. In addition to these active projects, we have a multi-year pipeline of real estate development opportunities in Florida, Georgia, and Washington.
- *Advantageous Structure and Conservative Capitalization.* Under our REIT structure, we are generally not required to pay federal income taxes on our earnings from timber harvest operations and other REIT-qualifying activities, which allows us to optimize the value of our portfolio in a tax efficient manner. We also maintain a strong credit profile and have investment grade debt ratings. We believe that our access to the public capital markets, advantageous REIT structure, and commitment to a conservative capitalization

provide us with a competitive cost of capital as well as the financial flexibility to execute a nimble capital allocation strategy with a view towards building long-term value per share.

#### OUR STRATEGY

Our business strategy consists of the following key elements:

- *Own High-Quality Timberlands, Managed with a Long-Term Mindset.* We generate recurring income and cash flow primarily from the harvest and sale of timber. We carefully manage our timberlands to maximize net present value over the long term by achieving an optimal balance among biological timber growth, cash flow generation from harvesting activities, and responsible environmental stewardship. Our timber harvesting strategy is designed to produce a long-term, sustainable yield, which in turn contributes to relatively stable cash flows and timber inventory over time. We generally target annual harvest levels in line with our sustainable yield by segment, although we may adjust harvest levels periodically as a result of age-class variations in our portfolio or in response to market conditions.
- *Active Portfolio Management.* We seek to continually upgrade our portfolio through selective acquisitions and dispositions in an effort to concentrate our timberland holdings in markets with the strongest cash flow attributes and most favorable long-term growth prospects. Our strategy relies upon intensive analysis of supply and demand within localized timber markets, careful due diligence of regional timber inventory and site productivity, and comprehensive evaluation of potential HBU and land-based solutions upside. We seek to optimize our risk-adjusted returns by making calculated buy and sell decisions based on objective underwriting criteria and rigorous adherence to strategic and financial metrics. We further seek to mitigate risk and capitalize on synergy opportunities by focusing our acquisition efforts in areas where we have existing operations and proprietary market knowledge.
- *Optimize Portfolio Value Through Differentiated Real Estate Platform.* We continuously evaluate the highest and best use of our lands and seek to capitalize on identified opportunities through strategies uniquely tailored to maximize the value of our lands. Our real estate platform focuses on identifying and executing rural and recreational HBU property sales at significant premiums to our timberland hold value. In addition, we selectively pursue land-use entitlements and invest in infrastructure improvements on certain properties that are well-suited for residential, commercial, and industrial development in order to fully realize their long-term value potential, as well as to enhance the value of our surrounding landholdings. Our rural and recreational HBU property sales typically comprise approximately 1% to 2% of our Southern timberland holdings on an annual basis, while our current pipeline of development property sales is concentrated in two specific projects in the U.S. South known as Wildlight and Heartwood.
- *Unlock Asset Potential Through Land-Based Solutions.* The opportunity to provide land-based solutions from our timberlands to support the transition to a low-carbon economy—including solar leases, carbon capture and storage leases, carbon offsets, and fiber for bioenergy—is rapidly expanding. We intend to engage in lease agreements, carbon projects, and other transactions that increase the cash flow generation and net present value of select properties that have the requisite location, scale, geologic attributes, and/or other qualities to support these land-based solutions. To this end, we regularly assess our timberland portfolio to identify properties with land-based solutions potential, and we actively engage with credible counterparties to pursue value-enhancing transactions, generally with little to no incremental capital investment required by us.
- *Pursue Nimble Approach to Capital Allocation.* We believe in maintaining a nimble approach to capital allocation, recognizing that different opportunities will become available at different points in the business cycle. Our capital allocation philosophy is ingrained within our culture and employs a flexible, rather than prescriptive, approach with a view towards building long-term value per share. We evaluate a full range of capital allocation alternatives—including dividends, share buybacks, acquisitions, divestitures, debt reduction, and capital investments—to determine the optimal means to create value for our shareholders, and we will opportunistically pivot our capital allocation priorities accordingly.
- *Employ Best-in-Class Stewardship and Disclosure Practices.* We are committed to responsible stewardship, environmentally and economically sustainable forestry, and positive climate change solutions. We are further committed to being an industry leader in transparent disclosure, particularly relating to our timberland holdings, harvest schedules, timber inventory, age-class profiles, carbon footprint, and other pertinent data regarding our long-term sustainability. We believe our continued commitment to transparency

around the stewardship of our assets and capital will allow us to effectively attract and deploy capital, and further enhance our reputation as a preferred industry supplier and employer.

### SEGMENT INFORMATION

As of December 31, 2024, Rayonier operated in five reportable business segments: Southern Timber, Pacific Northwest Timber, New Zealand Timber, Real Estate and Trading. See Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 2 — Segment and Geographical Information for information on sales and operating income by reportable segment and geographic region.

### TIMBER

Our timber businesses are disaggregated into Southern Timber, Pacific Northwest Timber, and New Zealand Timber. Sales in the Timber segments include the harvesting of timber as well as other non-timber activities, including the leasing and licensing of properties, land-based solutions, and carbon credit sales.

### DISCUSSION OF TIMBER INVENTORY AND SUSTAINABLE YIELD

We define gross timber inventory as an estimate of all standing timber volume beyond the specified age at which we commence calculating our timber inventory for inclusion in our inventory tracking systems. The age at which we commence calculating our timber inventory is 10 years for our Southern timberlands, 20 years for our Pacific Northwest timberlands, and 20 years for our New Zealand timberlands. Our estimate of gross timber inventory is based on an inventory system that involves periodic statistical sampling and growth modeling. Periodic adjustments are made on the basis of growth estimates, harvest information, and environmental and operational restrictions. Gross timber inventory includes certain timber that we do not deem to be of a merchantable age as well as certain timber located in restricted, environmentally sensitive or economically inaccessible areas.

We define merchantable timber inventory as an estimate of timber volume beyond a specified age that approximates such timber’s earliest economically harvestable age. Our estimate includes certain timber located in restricted or environmentally sensitive areas based on an estimate of lawfully recoverable volumes from such areas. The estimate does not include volumes in restricted or environmentally sensitive areas that may not be lawfully harvested or volumes located in economically inaccessible areas. The merchantable age (*i.e.*, the age at which timber moves from pre-merchantable to merchantable) is 15 years for our Southern timberlands, 35 years for our Pacific Northwest timberlands, and 20 years for radiata pine and 30 years for Douglas-fir in our New Zealand timberlands.

Our estimated merchantable timber inventory changes over time as timber is harvested, as pre-merchantable timber transitions to merchantable timber, as existing merchantable timber inventory grows, as we acquire and sell timberland and as we periodically update our statistical sampling and growth and yield models. Our timber inventory by product and age class for our Southern Timber and Pacific Northwest Timber segments are presented herein as of September 30, 2024 on a pro forma basis adjusted for Large Dispositions completed in the fourth quarter. For purposes of calculating per unit depletion rates for the subsequent year, we estimate our merchantable timber inventory as of December 31, including the impact of acquisitions and dispositions.

Timber inventory is generally measured and expressed in short green tons (SGT) in our Southern timberlands, in thousand board feet (MBF) or million board feet (MMBF) in our Pacific Northwest timberlands, and in cubic meters (m3) in our New Zealand timberlands. For conversion purposes, one MBF and one m3 is equal to approximately 7.75 and 1.12 short green tons, respectively. For comparison purposes, we provide inventory estimates for our Pacific Northwest and New Zealand timberlands in MBF and cubic meters, respectively, as well as in short green tons.

The following table sets forth the estimated volumes of merchantable timber inventory in short green tons for the South and Pacific Northwest as of September 30, 2024 and as of December 31, 2024 for New Zealand. Merchantable timber inventory for the South and the Pacific Northwest are presented on a pro forma basis adjusted for the 91,000-acre Large Disposition in Oklahoma and 109,000 acres of Large Dispositions in Washington, respectively, that closed in the fourth quarter:

*(volumes in thousands of SGT)*

| Location | Merchantable Inventory (a)% |  |
| --- | ---: | ---: |
| South | 69,876 | 73 |
| Pacific Northwest | 7,525 | 8 |
| New Zealand | 18,078 | 19 |
|  | 95,479 | 100 |

(a) For all regions, depletion rate calculations for the upcoming year are based on estimated volumes of merchantable inventory at December 31, 2024.

We define sustainable yield as the average harvest level that can be sustained into perpetuity based on our estimates of biological growth and the expected productivity resulting from our reforestation and silvicultural efforts. Our estimated sustainable yield may change over time based on changes in silvicultural techniques and resulting timber yields, changes in environmental laws and restrictions, changes in the statistical sampling and estimates of our merchantable timber inventory, acquisitions and dispositions of timberlands, the expiration or renewal of timberland leases, casualty losses, and other factors. Moreover, our harvest level in any given year may deviate from our estimated sustainable yield due to variations in the age class of our timberlands, the product mix of our harvest (*i.e*., pulpwood versus sawtimber), our deliberate acceleration or deferral of harvest in response to market conditions, our thinning activity (in which we periodically remove some smaller trees from a stand to enhance long-term sawtimber potential of the remaining timber), or other factors. We estimated sustainable yield for each of our Timber segments as of December 31, 2024.

We manage our U.S. timberlands in accordance with the requirements of the Sustainable Forestry Initiative® (“SFI”) program. The timberland holdings of the New Zealand subsidiary are certified under the Forest Stewardship Council® (“FSC”). The majority of our New Zealand timberland holdings are also certified under the Programme for the Endorsement of Forest Certification (“PEFC”). All programs are comprehensive systems of environmental principles, objectives and performance measures that combine the perpetual growing and harvesting of trees with the protection of wildlife, plants, soil and water quality. Through application of our site-specific silvicultural expertise and financial discipline, we manage timber in a way that is designed to optimize site preparation, tree species selection, competition control, fertilization, timing of thinning and final harvest. We also have a genetic seedling improvement program to enhance the productivity and quality of our timberlands and overall forest health. In addition, non-timber income opportunities associated with our timberlands such as recreational licenses, considerations for the future HBU of the land, and land-based solutions such as carbon sequestration and credit sales in our New Zealand Timber segment are integral parts of our site-specific management philosophy. All of these activities are designed to maximize value while complying with SFI, or FSC and PEFC requirements.

### SOUTHERN TIMBER

As of December 31, 2024, our Southern timberlands acreage consisted of approximately 1.75 million acres (including approximately 89,000 acres of leased lands) located in Alabama, Arkansas, Florida, Georgia, Louisiana, South Carolina and Texas. Approximately two-thirds of this land supports intensively managed plantations of predominantly loblolly and slash pine. The other one-third of this land is too wet to support pine plantations, but supports productive natural stands primarily consisting of natural pine and a variety of hardwood species. Rotation ages typically range from 21 to 28 years for pine plantations and from 35 to 60 years for natural stands. Key consumers of our timber include pulp, paper, wood products and biomass facilities.

We estimate that the sustainable yield of our Southern timberlands, including both pine and hardwoods, is approximately 6.5 to 6.9 million tons annually. We expect that the average annual harvest volume of our Southern timberlands over the next five years (2025 to 2029) will be generally in line with our sustainable yield. For additional information, see Item 1 — Business — Discussion of Timber Inventory and Sustainable Yield and Item 1A — Risk Factors.

In 2024, we acquired approximately 7,000 acres of timberland in the Southern region. For additional information, see Note 4 — Timberland Acquisitions. We also closed on a 91,000-acre Large Disposition in Oklahoma. See Item 7 — Results of Operations for additional information.

We estimate that the gross timber inventory and merchantable timber inventory of our Southern timberlands were 83 million tons and 70 million tons, respectively, as of September 30, 2024, on a pro forma basis adjusted for the 91,000-acre Large Disposition in Oklahoma completed in the fourth quarter. The following table provides a breakdown of our Southern timberlands acreage and timber inventory by product and age class as of September 30, 2024, presented on a pro forma basis to exclude acreage and timber inventory sold in the Large Disposition:

| (volumes in thousands of SGT) (a) Age Class Acres (000’s) Pine Pulpwood Pine Sawtimber Hardwood Pulpwood Hardwood Sawtimber Pine Plantation | Total |
| --- | ---: |
| 0 to 4 years (b) 269 — — — — | — |
| 5 to 9 years 199 — — — — | — |
| 10 to 14 years 182 6,789 1,816 41 — | 8,646 |
| 15 to 19 years 204 10,302 5,732 127 1 | 16,162 |
| 20 to 24 years 185 7,557 7,782 140 3 | 15,482 |
| 25 to 29 years 67 2,237 4,237 83 3 | 6,560 |
| 30 + years 43 1,245 3,337 202 3 | 4,787 |
| Total Pine Plantation 1,149 28,130 22,904 593 10 | 51,637 |
| **Natural Pine (Plantable) (c)** 30 299 329 598 115 | 1,341 |
| **Natural Mixed Pine/Hardwood (d)** 509 7,589 5,929 13,713 2,340 | 29,571 |
| **Forested Acres and Gross Inventory** 1,688 36,018 29,162 14,904 2,465 | 82,549 |
| Plus: Non-Forested Acres (e) 64 |  |
| **Gross Acres** 1,752 |  |
| Less: Pre-Merchantable Age Class Inventory (f) | (8,709) |
| Less: Volume in Environmentally Sensitive/Legally Restricted Areas | (3,964) |
| **Merchantable Timber Inventory** | 69,876 |

(a) Table presented as of September 30, 2024 and is presented on a pro forma basis adjusted for the 91,000-acre Large Disposition in Oklahoma.

(b) 0 to 4 years includes clearcut acres not yet replanted.

(c) Consists of natural stands that are convertible into pine plantations once harvested.

(d) Consists of all non-plantable natural stands, including those that are in environmentally sensitive or economically inaccessible areas.

(e) Includes roads, rights of way and all other non-forested areas.

(f) Includes inventory that is less than 15 years old.

### PACIFIC NORTHWEST TIMBER

As of December 31, 2024, our Pacific Northwest timberlands consisted of approximately 308,000 acres located in Oregon and Washington, of which approximately 241,000 acres were designated as productive acres, meaning land that is capable of growing merchantable timber and where the harvesting of timber is not constrained by physical, environmental or regulatory restrictions. These timberlands primarily comprise second and third rotation western hemlock and Douglas-fir, as well as a small amount of other softwood species, such as western red cedar. A small percentage also consists of natural hardwood stands of predominantly red alder. In the Pacific Northwest, rotation ages typically range from 35 to 50 years. Our product mix in the Pacific Northwest is heavily weighted to sawtimber, which is sold to domestic wood products facilities as well as exported primarily to Pacific Rim markets.

We estimate that the sustainable yield of our Pacific Northwest timberlands is approximately 115 to 135 MMBF (or 0.90 to 1.05 million tons) annually. We expect that the average annual harvest volume of our Pacific Northwest timberlands over the next five years (2025 to 2029) will be toward the lower end of our sustainable yield range. For additional information, see Item 1 — Business — Discussion of Timber Inventory and Sustainable Yield and Item 1A — Risk Factors.

In 2024, we closed on 109,000 acres of Large Dispositions in Washington. See Item 7 — Results of Operations for additional information.

We estimate that the gross timber inventory and merchantable timber inventory of our Pacific Northwest timberlands were 1,981 MMBF and 971 MMBF, respectively, as of September 30, 2024, on a pro forma basis adjusted for the 109,000 acres of Large Dispositions in Washington completed in the fourth quarter. The following table provides a breakdown of our Pacific Northwest timberlands acreage and timber inventory by product and age class as of September 30, 2024, presented on a pro forma basis to exclude acreage and timber inventory sold in the Large Dispositions:

| (volumes in MBF, except as noted) (a) Age Class Acres (000’s) Softwood Pulpwood (f) Softwood Sawtimber (f) Commercial Forest | Total (f) |
| --- | ---: |
| 0 to 4 years (b) 28 — — | — |
| 5 to 9 years 26 — — | — |
| 10 to 14 years 25 — — | — |
| 15 to 19 years 27 — — | — |
| 20 to 24 years 28 43,557 84,911 | 128,468 |
| 25 to 29 years 28 64,307 223,499 | 287,806 |
| 30 to 34 years 25 72,107 374,742 | 446,849 |
| 35 to 39 years 34 89,325 512,810 | 602,135 |
| 40 to 44 years 11 33,746 210,591 | 244,337 |
| 45 to 49 years 4 8,859 56,583 | 65,442 |
| 50+ years 3 6,555 41,381 | 47,936 |
| Total Commercial Forest 239 318,456 1,504,517 | 1,822,973 |
| **Non-Commercial Forest (c)** 2 1,675 9,652 | 11,327 |
| Productive Forested Acres 241 |  |
| **Restricted Forest (d)** 57 23,398 123,010 | 146,408 |
| **Total Forested Acres and Gross Inventory** 298 343,529 1,637,179 | 1,980,708 |
| Plus: Non-Forested Acres (e) 10 |  |
| **Gross Acres** 308 |  |
| Less: Pre-Merchantable Age Class Inventory | (863,362) |
| Less: Restricted Forest Inventory | (146,408) |
| **Total Merchantable Timber** | 970,938 |
| Conversion factor for MBF to SGT | 7.75 |
| **Total Merchantable Timber (thousands of SGT)** | 7,525 |

(a) Table presented as of September 30, 2024 and is presented on a pro forma basis adjusted for the 109,000 acres of Large Dispositions in Washington.

(b) 0 to 4 years includes clearcut acres not yet replanted.

(c) Includes non-commercial forests with limited productivity.

(d) Includes significant portions of riparian management zones, legally restricted forests, and environmentally sensitive areas.

(e) Includes roads, rights of way, and all other non-forested areas.

(f) Includes a minor component of hardwood in red alder and other species.

### NEW ZEALAND TIMBER

As of December 31, 2024, our New Zealand timberlands consisted of approximately 412,000 acres (including approximately 234,000 acres of leased lands), of which approximately 287,000 acres were designated as productive or plantation acres, meaning land that is capable of growing merchantable timber and where the harvesting of timber is not constrained by physical, environmental or regulatory restrictions. The leased acres are generally leased through long-term arrangements including Crown Forest Licenses (“CFLs”), forestry rights and other leases. Rotation ages typically range from 25 to 30 years for pine plantations. Our New Zealand timberlands serve a domestic sawmilling market and also provide export logs to Pacific Rim markets.

Our New Zealand timber operations are conducted by Matariki Forestry Group, a joint venture with Stafford Capital Partners Limited (the “New Zealand subsidiary”). We maintain a controlling financial interest of 77% in the New Zealand subsidiary and, accordingly, consolidate the New Zealand subsidiary’s balance sheet and results of operations. The minority owner’s interest in the New Zealand subsidiary and its earnings are reported as noncontrolling interest in our financial statements. Rayonier’s wholly-owned subsidiary, Rayonier New Zealand Limited (“RNZ”), serves as the manager of the New Zealand subsidiary. For additional information, see Note 5 — Noncontrolling Interests.

We estimate that the sustainable yield of our New Zealand timberlands is approximately 2.1 to 2.4 million cubic meters (or 2.4 to 2.7 million tons) annually. We expect that the average annual harvest volume of our New Zealand timberlands over the next five years (2025 to 2029) will be in line with our sustainable yield range. For additional information, see Item 1 — Business — Discussion of Timber Inventory and Sustainable Yield and Item 1A — Risk Factors.

We estimate that the gross timber inventory and merchantable timber inventory of our New Zealand timberlands were both 16.2 million cubic meters as of December 31, 2024. The following table provides a breakdown of our New Zealand timberlands acreage and timber inventory by product and age class as of December 31, 2024:

*(volumes in thousands of m3, except as noted)*

| Age Class Radiata Pine | Acres (000’s) | Pulpwood (d) | Sawtimber (d) | Total (d) |
| --- | ---: | ---: | ---: | ---: |
| 0 to 4 years (a) | 65 | — | — | — |
| 5 to 9 years | 41 | — | — | — |
| 10 to 14 years | 40 | — | — | — |
| 15 to 19 years | 40 | — | — | — |
| 20 to 24 years | 52 | 1,807 | 7,372 | 9,179 |
| 25 to 29 years | 18 | 699 | 3,618 | 4,317 |
| 30 + years | 2 | 135 | 485 | 620 |
| Total Radiata Pine | 258 | 2,641 | 11,475 | 14,116 |
| **Other (b)** | 29 | 889 | 1,175 | 2,064 |
| **Forested Acres and Merchantable Timber Inventory** | 287 | 3,530 | 12,650 | 16,180 |
| Conversion factor for m3 to SGT |  |  |  | 1.12 |
| **Total Merchantable Timber (thousands of SGT)** |  |  |  | 18,078 |
| Plus: Non-Productive Acres (c) | 125 |  |  |  |
| **Gross Acres** | 412 |  |  |  |

(a) 0 to 4 years includes clearcut acres not yet replanted.

(b) Includes primarily Douglas-fir age 30 and over.

(c) Includes natural forest and other non-planted acres.

(d) Includes timber located in environmentally sensitive areas.

### CARBON CREDITS

The New Zealand subsidiary participates in the New Zealand Emissions Trading Scheme (“ETS”), which was designed to reduce emissions in New Zealand. The ETS helps to reduce emissions by requiring businesses to measure and report on their greenhouse gas emissions and surrender one emissions unit (“NZU” or “carbon credit”) to the government for each metric tonne of emissions. The New Zealand Government sets and reduces the number of units supplied into the scheme over time, which will limit the overall quantity of emissions to meet New Zealand’s emissions reduction targets.

Businesses who participate in the New Zealand ETS can buy and sell units from each other, with pricing driven by supply and demand in the scheme. As of December 31, 2024, the New Zealand subsidiary held 1,602,149 NZUs with respect to timberlands designated as post-1989 forests. These units were received for net carbon sequestered between 2008 and 2022 and from subsequent units acquired during 2019 and 2021. As of December 31, 2024, the New Zealand subsidiary has no surrender obligation. See Note 23 — Other Assets for information about our cost basis in carbon credits. See Note 3 — Revenue for information about the sale of carbon units.

### REAL ESTATE

All of our U.S. and New Zealand land sales, including HBU and non-HBU, are reported in our Real Estate segment. We report our Real Estate sales in six categories:

- Improved Development,
- Unimproved Development,
- Rural,
- Timberland & Non-Strategic,
- Large Dispositions, and
- Conservation Easements

The Improved Development category comprises properties sold for development for which we, through a taxable REIT subsidiary, have invested in site improvements such as infrastructure, roadways, utilities, amenities and/or other improvements designed to enhance marketability and create parcels, pads and/or lots for sale.

The Unimproved Development category comprises properties sold for development for which we have not invested in site improvements.

The Rural category comprises real estate sales (excluding development sales) representing a demonstrable premium above timberland value.

The Timberland & Non-Strategic category includes U.S. and New Zealand real estate sales representing little to no premium to timberland value and generally comprising less productive assets that are deemed non-core to our operations. Timberland & Non-strategic sales are effectuated in the ordinary course of business to improve our portfolio or in response to unsolicited offers.

The Large Dispositions category includes sales of productive timberland assets that exceed $20 million in size and do not reflect a demonstrable premium relative to timberland value. Proceeds from Large Dispositions are generally used to fund capital allocation priorities, such as share repurchases, debt repayment or acquisitions. Sales designated as Large Dispositions are excluded from cash flow from operations and the calculation of Adjusted EBITDA and Cash Available for Distribution (“CAD”). See Item 7 — Performance and Liquidity Indicators for the definition of Adjusted EBITDA and CAD.

We maintain a detailed land classification analysis for all of our timberland and HBU acres. The vast majority of our HBU properties are managed as timberland and generate cash flow from timber operations prior to their sale or, in the case of Improved Development properties, prior to improvement.

Conservation Easements are the sale of development rights, which preclude future development on the underlying land but reserve our rights to continue to grow and harvest timber.

### TRADING

Our Trading segment primarily reflects log trading activities in New Zealand conducted by our New Zealand subsidiary. Our Trading segment complements the New Zealand Timber segment by providing added market intelligence, increasing the scale of export operations and achieving cost savings that directly benefit the New Zealand Timber segment.

Our New Zealand subsidiary conducts export sales through a joint venture, which arranges sales shipping and export documentation services for an agency fee. The New Zealand subsidiary, in turn, provides support services on a cost recovery basis to the joint venture. Through the use of the joint venture, we are able to increase scale efficiencies, market presence and cost savings in both the Timber and Trading segments.

In addition to our direct export business, we also engage in log trading activities, which generally involve the procurement of third-party logs in order to gain scale efficiencies in our export operations. For procured logs, the New Zealand subsidiary buys logs directly from other forest owners at New Zealand ports and exports them through an agency agreement with the export service joint venture. Income from this business is generated by achieving a sales margin over the purchase price of the procured logs. Revenue generated from procured log sales reflects the full sales price of the logs and is recorded as timber sales within the Trading segment. The New Zealand subsidiary, through the Trading segment, also purchases standing timber from time to time, whereby it manages the harvest and sale of the logs for approximately one to three years. In these instances, the cost of standing timber is capitalized as an asset on the Consolidated Balance Sheets and recognized as non-depletion cost of sales when sold.

In 2024, New Zealand trading volume was approximately 201,000 tons. Of this volume, approximately 134,000 tons were purchased directly from third parties in New Zealand and the remaining 67,000 tons were harvested from stumpage purchases and managed harvest arrangements. Approximately 65% of third-party purchases in New Zealand were purchased at spot prices, with the New Zealand subsidiary thereby assuming some price risk on subsequent resale. The remaining 35% were purchased on a fixed margin basis, with the New Zealand subsidiary earning either a fixed percentage of the net export revenue or a spread on the resale price irrespective of subsequent price fluctuations. The New Zealand subsidiary generally seeks to mitigate its risk of loss on procured logs by securing export orders prior to or concurrent with its spot purchases of logs.

### FOREIGN SALES AND OPERATIONS

Sales from non-U.S. operations occur in our New Zealand Timber, Trading and Real Estate segments and comprised approximately 22% of consolidated 2024 sales. See Note 2 — Segment and Geographical Information for additional information.

### COMPETITION

### TIMBER

Timber markets in our Southern and Pacific Northwest regions are relatively fragmented with price being the principal method of competition. In New Zealand, there are five other major private timberland owners accounting for approximately 35% of New Zealand planted forests.

The following table provides an overview of certain major competitors in each of our Timber segments:

| Segment | Competitors |
| --- | --- |
| **Southern Timber (a)** | Weyerhaeuser Company |
|  | Resource Management Service |
|  | Manulife Investment Management Timberland and Agriculture Inc. |
|  | Forest Investment Associates |
|  | PotlatchDeltic |
|  | Timberland Investment Resources |
|  | J.P. Morgan Asset Management |
|  | BTG Pactual |
|  | Molpus Woodlands Group |
|  | The Westervelt Company, Inc. |
| **Pacific Northwest Timber (a)** | Weyerhaeuser Company |
|  | Green Diamond Resource Company |
|  | State of Washington Department of Natural Resources |
|  | Sierra Pacific Industries |
|  | J.P. Morgan Asset Management |
|  | Forest Investment Associates |
|  | Manulife Investment Management Timberland and Agriculture Inc. |
|  | Bureau of Indian Affairs |
|  | Port Blakely Tree Farms |
|  | BTG Pactual |
| **New Zealand (b)** | Manulife Investment Management Timberland and Agriculture Inc. |
|  | Kaingaroa Timberlands |
|  | Ernslaw One |
|  | New Forests |
|  | OneFortyOne Plantations |

(a) In addition to the competitors listed, we also compete with numerous other large and small privately held timber companies.

(b) The New Zealand subsidiary competes with these and other smaller New Zealand timber companies for supply into New Zealand domestic and export markets, predominantly China, South Korea and India. Logs supplied into Asian markets also compete with export supply from other regions, including Europe and North America.

### REAL ESTATE

In our Real Estate business, we compete with other owners of entitled and unentitled properties. Each property has unique attributes, but overall quantity of supply and price for residential, commercial, industrial and rural properties in the geographic areas in which we operate are the most significant competitive drivers.

### TRADING

Our log trading operations are primarily based out of New Zealand and performed by our New Zealand subsidiary. The New Zealand market remains very competitive with around 10 entities competing for export log supply at different ports across the country.

### CUSTOMERS

In 2024, we closed on four Large Disposition transactions for a total of $495.0 million, representing approximately 39% of consolidated sales. Individually, each large disposition represents 10% or more of consolidated sales. There were no other individual customers (or group of customers under common control) who represented 10% or more of consolidated sales. See Note 3 — Revenue for additional information.

### SEASONALITY

Across all our segments, results are normally not impacted significantly by seasonal changes. However, significant wet weather in areas of our Southern Timber operations can hinder access for harvesting, thereby temporarily reducing supply in the affected areas and generally strengthening prices. Conversely, extended dry weather in an area tends to suppress prices as timber is more accessible for harvesting.

### GOVERNMENTAL REGULATION AND ENVIRONMENTAL MATTERS

We are subject to federal, state and local laws and regulations in the United States and New Zealand that could affect our business, including those promulgated under the Foreign Corrupt Practices Act, Occupational Safety and Health Act, Clean Water Act, Endangered Species Act, Washington Forest Practices Act, New Zealand Resource Management Act, New Zealand Health and Safety At Work Act and various other environmental and safety laws and regulations. Our operations also are subject to various international trade agreements, tariffs, taxes and regulations. While we believe that we are in compliance in all material respects with all applicable governmental regulations, current governmental regulations may change or become more stringent or unforeseen events may occur, any of which could have a material adverse effect on our financial position or results of operations.

We are aware of hazardous substances at a former sawmill site located in Port Gamble, Washington, which we acquired as part of our acquisition of Pope Resources. We have been identified as a “potentially liable party” at the Port Gamble site and are presently working on cleanup and remediation under the Washington Model Toxics Control Act, as well as the federal Comprehensive Environmental Response, Compensation and Liability Act programs. We have determined that a liability has been incurred and that the amount of the loss can reasonably be estimated. Accordingly, we have accrued amounts on our balance sheet for losses related to this site. Compliance with environmental laws and regulations and our remedial environmental obligations historically have not had a material impact on our operations, and we are not aware of any proposed regulations or remedial obligations that could trigger significant costs or capital expenditures in connection with such compliance.

We have elected to be taxed as a REIT for U.S. federal tax purposes pursuant to the Internal Revenue Code of 1986 and related U.S. Treasury regulations and administrative guidance (“REIT Requirements”). We monitor and test our compliance with all REIT Requirements and believe that we are in compliance in all material respects with all such current requirements. In the event we are not in compliance, or in the event current REIT Requirements change in such a way as to preclude our continuing qualification as a REIT, such events could have a material adverse effect on our financial position or results of operations.

Compliance with government regulations, including environmental regulations, has not had, and based on current information and the applicable laws and regulations currently in effect, is not expected to have a material effect on our capital expenditures, earnings or competitive position. However, laws and regulations may be changed, accelerated or adopted that impose significant operational restrictions and compliance requirements upon our company and which could negatively impact our operating results. See Item 1A — Risk Factors.

#### PORT GAMBLE ENVIRONMENTAL REMEDIATION

In the merger with Pope Resources, we acquired the town of Port Gamble, Washington. Portions of this property require environmental remediation under federal and state environmental laws, and remediation activities are currently ongoing. As such, we have recognized environmental liabilities associated with Port Gamble. For additional information on our environmental liabilities see Note 10 — Commitments and Note 12 — Environmental and Natural Resource Damage Liabilities.

The sections below provide a history of the environmental matters in Port Gamble, Washington:

#### Discovery and Initial Actions

In Port Gamble, Washington, hazardous substances were previously discovered requiring environmental remediation under federal and state environmental laws. The real estate subject to environmental remediation requirements was the location of a sawmill operated by Pope & Talbot, Inc. (“P&T”) from 1853 to 1995. P&T continued to lease various portions of the site for its operations until 2002. During the time P&T operated in Port Gamble, it also conducted shipping, log storage, and log transfer operations in the tidal and subtidal waters of Port Gamble Bay, some of which were under a lease from the Washington State Department of Natural Resources (“DNR”) that lasted from 1974 to 2004. P&T’s operations resulted in the release of hazardous substances that impacted the upland and submerged portions of the site. These substances include various hydrocarbons, cadmium, and toxins associated with wood waste and the production of wood products.

Following the mill closure, the Washington State Department of Ecology (the “DOE”) began to examine the environmental conditions at Port Gamble. Under Washington law, both Pope Resources and P&T were considered by the DOE to be “potentially liable persons” (“PLPs”); Pope Resources because of its ownership of certain portions of the site, and P&T because of its historical ownership and operation of the site. P&T and Pope Resources entered into a settlement agreement in 2002 that allocated responsibility for environmental contamination at the townsite, millsite, a solid waste landfill, and adjacent water to Pope Resources, with P&T assuming responsibility for funding cleanup in the Port Gamble Bay and the other areas of the site that were impacted by its historical operations.

In 2005, both Pope Resources and P&T received Environmental Excellence Awards from DOE for their work in remediating the contamination that had existed at the Port Gamble townsite and landfill. DOE also issued letters to both parties in 2006 indicating that the agency expected to take no further action regarding conditions at those portions of the site. Pope Resources continued cleaning up the remaining contamination at the millsite. By late 2005, the millsite portion of the site had largely been cleaned and the remaining aspects of that project consisted of test well monitoring and modest additional remediation. The Port Gamble Bay area and related tidelands, for which P&T was responsible under the parties’ settlement agreement, had not yet been remediated. In 2007, P&T filed for bankruptcy protection and was eventually liquidated, leaving Pope Resources as the only remaining PLP. Because environmental liabilities are joint and several as between PLPs, the result of P&T’s bankruptcy was to leave the liability with Pope Resources as the only remaining solvent PLP.

#### In-water Cleanup

Beginning in 2010, DOE began to reconsider its expectations regarding the level of cleanup that would be required for Port Gamble Bay, largely because of input from interested citizens and groups, one of the most prominent being the Port Gamble S’Klallam Tribe. In response to input from these groups, DOE adopted remediation levels that were far more stringent than either DOE or Pope Resources had contemplated previously. In December 2013, Pope Resources and DOE entered into a consent decree that included a cleanup action plan (“CAP”) requiring the removal of docks and pilings, excavation and backfilling of intertidal areas, subtidal dredging and monitoring, and other specific remediation steps. The construction phase of the cleanup of the Port Gamble Bay area and related tidelands began in September 2015 and the in-water portion of the cleanup was completed in January 2017.

#### Millsite Cleanup

With the in-water portion of the cleanup completed, there was expected to be relatively modest cleanup activity on the millsite and a monitoring period. In February 2018, Pope Resources and DOE entered into an agreed order with respect to the millsite under which Pope Resources performed a remedial investigation and feasibility study (“RI/FS”), which it submitted to DOE for review in January 2019. Following the finalization of the RI/FS, Pope Resources worked with DOE to develop a CAP. As with the in-water portion of the project, the CAP defined the scope of the remediation activity for the millsite. The consent decree, which includes the CAP, was entered in Kitsap County Superior Court on November 25, 2020.

#### Natural Resources Damages

In addition to the cleanup costs discussed previously, certain environmental laws allow state, federal, and tribal trustees (collectively, the “Trustees”) to bring suit against property owners to recover natural resource damages (“NRD”). Similar to cleanup responsibility, liability for NRD can attach to a property owner simply because an injury to natural resources resulted from releases of hazardous substances on the owner’s property, regardless of culpability for the release. Trustees have alleged that Pope Resources had NRD liability because of releases that occurred on its property. Prior to the merger with Rayonier, Pope Resources began negotiations with the Trustees for the purpose of identifying NRD restoration projects. Those negotiations culminated in the entry of an NRD Consent Decree in the U.S. District Court for the Western District of Washington on September 23, 2024. An integrated cleanup and habitat restoration project incorporating activities required by the mill site cleanup and NRD consent decrees was initiated in June 2024. Site work is expected to be substantially complete in 2025, with in-water vegetation transplanting and monitoring efforts continuing for ten years.

For additional information see Item 1A — Risk Factors.

### RESEARCH AND DEVELOPMENT

Research and development is an integral component of Rayonier's forestry program. We conduct research in a wide variety of topics in order to increase the productivity and sustainability of our forests. Topics include genetics and tree improvement, soils and site productivity, seedling production, site-specific silviculture, biometrics and growth and yield, environmental sustainability (including protection of water, biodiversity, and species of conservation concern) and carbon and climate impact. Our research and development is conducted by an internal team of scientists that frequently work in cooperation with university partners and governmental agencies.

### INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The executive officers as of February 21, 2025, are as follows:

**Mark D. McHugh, 49,** Mr. McHugh was appointed President and Chief Executive Officer in April 2024, having previously served as President and Chief Financial Officer since January 2023. Prior to this, he served as Senior Vice President and Chief Financial Officer since joining Rayonier in December 2014. Mr. McHugh has over 20 years of experience in finance and capital markets, focused primarily on the forest products and REIT sectors. He joined Rayonier from Raymond James, where he served as Managing Director in the firm’s Real Estate Investment Banking group, responsible for the firm’s timberland and agriculture sector coverage. Prior to Raymond James, he worked in the Investment Banking division of Credit Suisse in New York and Los Angeles from 2000 to 2008, focused on the paper and forest products sectors. Throughout his career, he has provided a wide range of strategic and financial counsel to various publicly traded paper, forest products, and real estate companies. Mr. McHugh holds a B.S.B.A. in Finance from the University of Central Florida and a JD from Harvard Law School.

**Douglas M. Long, 54,** Mr. Long was appointed Executive Vice President and Chief Resource Officer in January 2023, having previously served as Senior Vice President, Forest Resources since December 2015. Mr. Long oversees Rayonier’s global forestry operations, as well as emerging business opportunities associated with land-based solutions. He joined Rayonier in 1995 as a GIS Forestry Analyst and held multiple positions of increasing responsibility within the forestry division prior to his most recent roles, including Vice President, U.S. Operations from November 2014 to December 2015 and Director, Atlantic Region, U.S. Forest Resources from March 2014 to November 2014. Mr. Long holds bachelor’s and master’s degrees in Forest Resources and Conservation from the University of Florida.

**April J. Tice, 51,** Ms. Tice was appointed Senior Vice President and Chief Financial Officer in April 2024, having previously served as Vice President and Chief Accounting Officer since 2021. In her current position, she acts as the Company’s principal financial and accounting officer. Prior to this, she served as Vice President, Financial Services and Corporate Controller. She joined Rayonier in 2010 as Manager, General Ledger, and has held multiple positions of increasing responsibility within the finance and accounting departments. Prior to joining Rayonier, Ms. Tice held various accounting positions with Deloitte & Touche, the State of Florida, and two private companies located in Florida. Ms. Tice holds a Bachelor of Fine Arts from Florida State University and a Master of Accountancy with a tax concentration from the University of North Florida. Ms. Tice is a Certified Public Accountant in the State of Florida.

**Christopher T. Corr, 61,** Mr. Corr joined the Company in July 2013 and currently serves as Senior Vice President, Real Estate Development and President of Raydient. Prior to joining Rayonier, he served as Executive Vice President, Buildings and Places for AECOM from 2008 to 2013. Prior to that, Mr. Corr held various positions with The St. Joe Company between 1998 and 2008, most recently as Executive Vice President and Chief Strategy Officer. From 1992 to 1998, Mr. Corr was a senior manager with The Walt Disney Company, where he was a key member of the team that developed the visionary town of Celebration near Orlando, Florida. From 1990 to 1992, Mr. Corr served as an elected member of the Florida House of Representatives. Mr. Corr holds a Bachelor of Arts degree from the University of Florida and has completed programs with the Harvard Real Estate Institute and the Wharton School of Business at University of Pennsylvania.

**Mark R. Bridwell, 62,** Mr. Bridwell was appointed Senior Vice President, General Counsel and Corporate Secretary in March 2023. He was previously promoted to Vice President and General Counsel in June 2014, and shortly thereafter, assumed the additional role of Corporate Secretary in March 2015. Mr. Bridwell previously served as Assistant General Counsel for Land Resources from 2012 to June 2014 and Associate General Counsel for Timber and Real Estate from 2009 to 2012. He joined Rayonier in 2006 as Associate General Counsel for Performance Fibers. Prior to Rayonier, Mr. Bridwell served as counsel for six years at Siemens Corporation. Prior to Siemens Corporation, he was an attorney with the international law firms of Jones, Day, Reavis & Pogue and Seyfarth, Shaw, Fairweather & Geraldson for five years. Mr. Bridwell holds a B.S.B.A. in Finance from the University of Central Florida, and both an MBA and JD from Emory University.

**Shelby L. Pyatt, 54,** Ms. Pyatt was appointed Senior Vice President, Human Resources and Information Technology in March 2023, having previously served as Vice President, Human Resources and Information Technology since October 2015. Prior to this, she served as Vice President, Human Resources from July 2014 to October 2015, Director, Compensation, Benefits and Employee Services from 2009 to July 2014 and Director, Compensation and Employee Services from 2006 to 2009. She joined Rayonier in 2003 as Manager, Compensation. Prior to joining Rayonier, Ms. Pyatt held human resources positions with CSX Corporation and Barnett Bank. Ms. Pyatt holds a bachelor’s degree in Business Management.

**W. Rhett Rogers, 48,** Mr. Rogers was appointed Senior Vice President, Portfolio Management in March 2023 having previously served as Vice President, Portfolio Management since February 2017. Mr. Rogers oversees the Company’s land acquisition and disposition activities, rural and HBU land sales, and land information services function. He joined Rayonier in 2001 as a District Technical Forester, and has held multiple positions of increasing responsibility within the Company. Mr. Rogers holds a Bachelor of Science in Forestry from Louisiana Tech University, and both an MBA and MS in Forest Resources from Mississippi State University.

### HUMAN CAPITAL

Rayonier is committed to providing an engaging and rewarding employee experience, as well as making safety a priority in everything we do.

#### Our Culture and Employee Retention

We view our culture as an asset and believe a positive and healthy work environment is crucial for achieving our goals of being the preferred employer in the forestry industry and retaining key talent. We actively foster open communication and information sharing throughout the organization, while empowering employees to take initiative and contribute their ideas. This approach ensures team members feel valued, engaged and capable of making a meaningful impact.

Every two years we conduct a formal company-wide anonymous employee survey to gather feedback for management. Results are benchmarked against our third-party provider’s global database, shared transparently, and reviewed with our Board of Directors to inform the setting of non-financial goals for management.

Employee recruitment, retention and development are essential to our success. We are committed to providing employees with opportunities for skill development and professional growth, alongside competitive compensation commensurate with experience, knowledge and performance. Our compensation package includes base salary and an annual bonus. We also use targeted equity-based grants with multi-year vesting schedules to promote employee retention and cultivate an ownership mentality across the organization. Our comprehensive benefits package includes medical, dental, vision, life, accident, disability and paid parental and caregiver leave. We also offer a health savings account, a dependent care spending account and an employee assistance plan. Our 401(k) retirement savings plan includes company matching contributions as well as enhanced retirement contributions.

#### Employee Development

We offer a robust training and development program to all employees that encompasses a variety of learning methods to cater to diverse needs. This includes micro and on-demand learning for quick and targeted skill upgrades, traditional classroom programs for more in-depth learning, and a coaching and mentoring program for professional growth. For those seeking broader experience, we offer cross-functional assignments, and a specialized job rotation program designed for early career foresters. We also offer tuition reimbursement, covering 80% of degreed program costs.

#### Workplace Safety

Safety is a way of life and a cornerstone of Rayonier’s culture — our key guiding principle is that all of our employees and contractors should return home safely each day. To that end:

- We employ a systematic, four-pronged approach to developing and assimilating our safety principles: set goals, communicate effectively, identify preventive measures and provide proper tools and training.
- We conduct meetings throughout our organization addressing key safety issues.
- We offer a variety of mandatory and optional safety courses each year in areas such as: defensive driving, proper chainsaw use, ATV safety, CPR certifications and first aid, emergency evacuation, slips, trips and falls, overhead hazards, fire prevention, internal reporting of safety incidents, general forestry requirements and various other safety topics.

Rayonier achieved our goal in 2024—we had zero fatalities or significant incidents, and everybody went home safe, every day. Our commitment to maintaining a safe working environment has not only safeguarded lives, but has also contributed to the overall success of our organization and industry. It is through adherence to safety protocols and constant vigilance that we have created a workplace where everyone feels secure and supported.

We generally engage contractors to perform a number of critical functions, such as the planting of trees and the harvesting and hauling of logs. Our safety management programs are designed to use a collaborative approach to focus on both employee and contractor safety. For our employees, driving is generally deemed to be the most hazardous activity associated with our business given the geographic dispersion of our assets. However, for our contracted workforce, activities associated with tree felling, extraction of logs and log transportation are the most critical risk areas.

In New Zealand, workplace safety is regulated by the Health and Safety at Work Act 2015. Our safety management program includes both contractors and employees pursuant to local laws. Regulations incorporating contractor safety do not exist in the U.S. In line with our goal to provide an accident-free workplace for everyone, we have taken steps to promote safe work practices among our contractor workforce. Our safety program focuses on establishing an open dialogue about safety issues with contractors. The program includes safety alerts, tailgate meetings on safety topics, education on best management practices, and our near miss/incident reporting program. We now require all contractors to have an active written safety program in place before working on our property. In 2024, 720 safety near miss reports were submitted and 1,364 contractor safety meetings were conducted.

#### Employee Wellness

Our employee wellness program, Stay Strong, promotes overall employee health and well-being through education, resources, and a financial investment. Stay Strong focuses on four key areas: Health and Well-Being, Financial Wellness, Work-Life Balance and Emotional Health. This includes a comprehensive benefits package, an employee assistance program, flexible work arrangements, financial wellness assessments and counseling, generous paid time off, health fairs and health risk assessments, and a variety of wellness seminars and workshops for all employees.

#### Employee Demographics

Rayonier is committed to promoting an inclusive workforce as we believe this plays an integral role in maintaining an engaging employee experience. As of December 31, 2024, excluding the impact of our workforce optimization initiative, we had 424 employees, 332 in the U.S. and 92 in New Zealand.

The following charts provide a breakdown of Rayonier’s demographics as of December 31, 2024:

### AVAILABILITY OF REPORTS AND OTHER INFORMATION

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments to those reports filed or furnished pursuant to Sections 13(a) or 14 of the Securities Exchange Act of 1934 are made available to the public free of charge in the Investor Relations section of our website, *www.rayonier.com*, shortly after we electronically file such material with, or furnish them to, the SEC. Our corporate governance guidelines and charters of all committees of our board of directors are also available on our website. The information on our website is not incorporated by reference into this Annual Report on Form 10-K.

## Risk factors

As filed, 37,320 characters.

Our operations are subject to a number of risks. When considering an investment in our securities, you should carefully read and consider these risks, together with all other information in this Annual Report on Form 10-K. If any of the events described in the following risk factors actually occur, our business, financial condition or operating results, as well as the market price of our securities, could be materially adversely affected.

### ECONOMIC RISK FACTORS

***A sustained increase in the rate of inflation, a persistent period of heightened inflation and monetary policy responses to the inflationary environment could negatively affect our stock price, results of operations and financial condition.***

The acceleration of inflation in the United States and global economies could adversely affect us. In particular, increases in the cost and availability of labor for us and our contractors could increase our costs, compress our margins and impact harvest levels. In addition, increases in energy and fuel costs could affect our results of operations. Energy costs are a significant operating expense for logging and hauling contractors who support us and the customers of our standing timber. A rise in energy costs could have a negative effect on the cost and availability of such contractors. Additionally, rising energy costs could have a negative impact on the cost of ocean freight for our exported products. Moreover, our selling, general and administrative costs could increase. More generally, an increase in inflation and interest rates could have an adverse impact on our cost of capital, which could impact the value of our long-lived assets, our ability to economically acquire additional assets, the cost of debt and the value of our equity. One of the factors that may influence the price of our common shares is our annual dividend yield as compared to the yields on other financial instruments. An increase in market interest rates could cause increases in discount rates and, accordingly, a decline in property values and total returns for timberland assets. Thus, an increase in market interest rates could result in higher yields on other financial instruments and could adversely affect the relative attractiveness of an investment in our equity and, accordingly, the trading price of our common shares. These macroeconomic factors impacting us are beyond our control and could have a material adverse effect on our business, financial condition, results of operations and the value of our equity.

***We are exposed to the cyclicality of the markets in which we operate and other factors beyond our control, which could adversely affect our results of operations.***

In our Timber segments, the level of residential construction activity, including home repair and remodeling activity, is the primary driver of sawtimber demand. In addition, demand for logs can be affected by the demand for wood chips in the pulp and paper and engineered wood products markets, as well as the bio-energy production markets. The ongoing level of activity in these markets is subject to fluctuation due to future changes in economic conditions, inflation, interest rates, government subsidies, credit availability, population growth, weather conditions, geopolitical tensions, the imposition of tariffs on our customers’ finished products and other factors. Changes in global economic conditions, such as new timber supply sources and changes in currency exchange rates, foreign interest rates and foreign and domestic trade policies, can also negatively impact demand for our timber and logs. In addition, the industries in which our customers participate are highly competitive and may experience overcapacity or reductions in demand, all of which may affect demand for and pricing of our products.

In our Real Estate segment, our inability to sell our HBU properties at attractive prices could have a significant effect on our results of operations. Demand for real estate can be affected by the availability of capital, changes in interest rates, availability and terms of financing, conditions in the credit markets generally, changes in governmental agencies, changes in developer confidence, actions by conservation organizations, actions by anti-development organizations, our ability to obtain land use entitlements and other permits necessary for our development activities, local real estate market economic conditions, competition from other sellers of land and real estate developers, the relative illiquidity of real estate investments, employment rates, new housing starts, population growth, demographics and federal, state and local land use, zoning and environmental protection laws or regulations (including any changes in laws or regulations). In addition, changes in investor interest in purchasing timberlands could reduce our ability to execute sales of non-strategic timberlands.

These macroeconomic and cyclical factors impacting our operations are beyond our control and, if such conditions deteriorate, could have an adverse effect on our business.

### The industries in which we operate are highly competitive.

The markets in which we operate are highly competitive, and we compete with companies that have substantially greater financial resources than we do in each of these businesses. The competitive pressures relating to our Timber segments are primarily driven by quantity of product supply and quality of the timber offered by competitors in the domestic and export markets, each of which may impact pricing. With respect to our Real Estate segment, we compete with other owners of entitled and unentitled properties. Each property has unique attributes, but overall quantity of supply and price for residential, commercial, industrial and rural properties in the geographic areas in which we operate are the most significant competitive drivers. The markets in which our Trading segment operates are very competitive with numerous entities competing for export log supply at different ports across New Zealand.

***Our business, financial condition and results of operations could be adversely affected by disruptions in the global economy caused by the ongoing conflicts and geopolitical tensions.***

The global economy has been negatively impacted by the military conflicts between Russia and Ukraine, as well as in the Middle East. The duration and outcomes of these conflicts and their residual effects are uncertain. Global log and lumber markets have exhibited increased volatility as sanctions have been imposed on Russia by the United States, the United Kingdom and the European Union in response to Russia’s invasion of Ukraine. Additionally, the conflict and related hostilities in the Middle East have increased the potential for disruptions to shipping in the Red Sea, affected the cost and availability of ocean freight providers and elevated US military operations in the region. While we do not expect our operations to be directly impacted by these conflicts at this time, changes in the cost of ocean freight, and changes in global wood and commodity flows, especially energy commodities, could impact the markets in which we operate, which may in turn negatively impact our business, results of operations, supply chain and financial condition. In addition, the effects of the ongoing conflicts could heighten certain of our other known risks described herein.

### OPERATIONAL RISK FACTORS

***Weather, climate change and other natural conditions may limit our timber harvest and sales.***

Weather conditions, changes in timber growth cycles, limitations on access (for example, due to prolonged wet conditions) and other factors, including damage by fire, insect infestation, disease, prolonged drought and natural disasters such as wind storms and hurricanes, may limit harvesting of our timberlands. Changes in the diversity of plants and trees due to fluctuations in temperature and rainfall patterns, could adversely impact the long-term growing conditions in our forests. The volume and value of timber that can be harvested from our timberlands may be reduced by any such occurrence and other causes beyond our control. As is typical in the forestry industry, we do not maintain insurance for any loss to our timber, including losses due to fire and these other causes. These and other factors beyond our control could reduce our timber inventory and our sustainable yield, thereby adversely affecting our financial results and cash flows.

***Entitlement and development of real estate entail a lengthy, uncertain and costly governmental approval process, which could adversely affect our ability to grow the businesses in our Real Estate segment.***

Entitlement and development of real estate entail extensive approval processes involving multiple regulatory jurisdictions. It is common for a project to require multiple approvals, permits and consents from U.S. federal, state and local governing and regulatory bodies. Any of these issues can materially affect the cost, timing and economic viability of our real estate projects. Moreover, the real estate entitlement process is frequently a political one, which involves uncertainty and often extensive negotiation and concessions in order to secure and maintain the necessary approvals and permits. In the U.S., a significant amount of our development property is located in jurisdictions in which local governments face challenging issues relating to growth and development, including zoning and future land use, public services, water availability, transportation and other infrastructure, concurrency requirements, affordable housing, land conservation efforts, and funding for same, and the requirements of state law. In addition, anti-development groups are active, especially in Florida and Washington, in filing litigation to oppose particular entitlement activities and development projects, and in seeking legislation and other anti-development limitations on real estate development activities. We expect this type of anti-development activity to continue in the future.

Entitlement and development of real estate are also subject to lengthy, uncertain and costly implementation processes. Large-scale developments may involve commitments from government agencies or third parties related to the delivery of infrastructure improvements (such as roads, bridges, sidewalks, water, sewer and other utilities), the certainty and timing of which are outside of our control.

Changes in the laws, or interpretation or enforcement thereof, regarding the use and development of real estate, changes in the political composition of state and local governmental bodies and the identification of new facts regarding our properties could lead to new or greater costs, delays and liabilities that could materially adversely affect our business, profitability or financial condition.

***We depend on third parties for logging and transportation services and increases in the costs or decreases in the availability of quality service providers could adversely affect our business.***

Our Timber segments depend on logging and transportation services provided by third parties, both domestically and internationally, including by railroad, trucks and/or ships. If any of our transportation providers were to fail to deliver timber supply or logs to our customers in a timely manner, or were to damage timber supply or logs during transport, we may be unable to sell it at full value, or at all. Tight job markets have increased the difficulty and cost of attracting and retaining sufficient skilled labor for logging and transportation. Accordingly, our timber harvesting volumes and realized margins have been negatively impacted in certain markets. It is expected that the supply of qualified logging contractors will be impacted by the availability and cost of debt financing for equipment purchases as well as the limited availability of adequately trained loggers. Should demand for housing become elevated, harvest levels may further increase, placing more pressure on the existing supply of logging contractors. Any significant failure or unavailability of third-party logging or transportation providers, or further increases in transportation rates, labor rates and/or fuel costs, may result in higher logging costs or the inability to capitalize on stronger log prices to the extent logging contractors cannot be secured at a competitive cost. Such events could harm our reputation, negatively affect our customer relationships and adversely affect our business.

### We are subject to risks associated with doing business outside of the U.S.

Although the majority of our customers are in the U.S., a significant portion of our sales are to end markets outside of the U.S., including China, South Korea, Japan, India, and New Zealand. The export of our products into international markets results in risks inherent in conducting business pursuant to international laws, regulations and customs. International sales may contribute to future growth. The risks associated with our business outside the U.S. include:

- changes in and reinterpretations of the laws, regulations and enforcement priorities of the countries in which our products are sold;
- responsibility to comply with anti-bribery laws such as the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws in other jurisdictions;
- trade protection laws, policies and measures and other regulatory requirements affecting trade and investment, including loss or modification of exemptions for taxes and tariffs, imposition of new tariffs and duties and import and export licensing requirements;
- negative impacts from the imposition and/or threatened imposition of substantial tariffs on forest products imports into U.S. trading partner countries in connection with trade tensions between the U.S. and those countries;
- business disruptions arising from public health crises and outbreaks of communicable diseases, especially in China;
- business disruptions arising from geopolitical tensions, especially between China and the United States;
- difficulty in establishing, staffing and managing non-U.S. operations;
- product damage or losses incurred during shipping;
- potentially negative consequences from changes in or interpretations of tax laws;
- economic or political instability, inflation, recessions and interest rate and exchange rate fluctuations; and
- uncertainties regarding non-U.S. judicial systems, rules and procedures;

These risks could adversely affect our business, financial condition and results of operations.

***Our estimates of timber inventories and growth rates may be inaccurate, which could impair our ability to realize expected revenues.***

We rely upon estimates of merchantable timber inventories (which include judgments regarding inventories that may be lawfully and economically harvested), timber growth rates and end-product yields when acquiring and managing working forests. These estimates, which are inherently inexact and uncertain in nature, are central to forecasting our anticipated timber revenues and expected cash flows. Growth rates and end-product yield estimates are developed using statistical sampling, harvest results and growth and yield modeling, in conjunction with industry research cooperatives and by in-house forest biometricians, using measurements of trees in research plots spread across our timberland holdings. The growth equations predict the rate of height and diameter growth of trees so that foresters can estimate the volume of timber that may be present in a tree stand at a given age. Tree growth varies by species, soil type, geographic area, and climate. Errors in or inappropriate application of growth equations in forest management planning may lead to inaccurate estimates of future volumes. If the assumptions we rely upon change or these estimates are inaccurate, our ability to manage our timberlands in a sustainable or profitable manner may be diminished, which may cause our results of operations and our stock price to be adversely affected.

***Our businesses are subject to extensive environmental laws and regulations that may restrict or adversely affect our ability to conduct our business.***

*Environmental laws and regulations are constantly changing and are generally becoming more restrictive.* Laws, regulations and related judicial decisions and administrative interpretations affecting our business are subject to change, and new laws and regulations are frequently enacted. These changes may adversely affect our ability to harvest and sell timber, remediate contaminated properties and/or entitle real estate. These laws and regulations may relate to, among other things, the protection of timberlands and endangered species, recreation and aesthetics, protection and restoration of natural resources, surface water quality, timber harvesting practices, and remedial standards for contaminated property and groundwater. Over time, the complexity and stringency of these laws and regulations have increased and the enforcement of these laws and regulations has intensified. For example, the U.S. Environmental Protection Agency (“EPA”) has pursued a number of initiatives that, if implemented, could impose additional operational and pollution control obligations on industrial facilities like those of Rayonier’s customers, especially in the area of air emissions and wastewater and stormwater control. Similarly, recent legislation in Oregon has resulted in the addition of significant buffers and riparian management zones adjacent to streams, which has reduced the areas within which we may harvest. Environmental laws and regulations will likely continue to become more restrictive and over time could adversely affect our business, financial condition and results of operations.

*If regulatory and environmental permits are delayed, restricted or rejected, a variety of our operations could be adversely affected.* We are required to seek permission from government agencies in the states and countries in which we operate to perform certain activities related to our properties. Any of these agencies could delay review of, or reject, any of our filings. In our Southern Timber, Pacific Northwest Timber and New Zealand Timber segments, any delay associated with a filing could result in a delay or restriction in replanting, thinning, insect control, fire control or harvesting, any of which could have an adverse effect on our operating results. For example, in Washington State, we are required to file a Forest Practice Application for each unit of timberland to be harvested. These applications may be denied, conditioned or restricted by the regulatory agency. Actions by the regulatory agencies could delay or restrict timber harvest activities pursuant to these permits. Delays or harvest restrictions on a significant number of applications could have an adverse effect on our operating results.

*Environmental groups and interested individuals may seek to delay or prevent a variety of operations.* We expect that environmental groups and interested individuals will intervene with increasing frequency in the regulatory processes in the states and countries where we own, lease or manage timberlands. For example, in Washington State, environmental groups and interested individuals may appeal individual forest practice applications or file petitions with the Forest Practices Board to challenge the regulations under which forest practices are approved. These and other challenges could materially delay or prevent operations on our properties. For example, interveners at times may bring legal action in Florida in opposition to entitlement and change of use of timberlands to commercial, industrial or residential use. Delays or restrictions due to the intervention of environmental groups or interested individuals could adversely affect our operating results. In addition to intervention in regulatory proceedings, interested groups and individuals may file or threaten to file lawsuits that seek to prevent us from obtaining permits, implementing capital improvements or pursuing operating plans. Any threatened or actual lawsuit could delay harvesting on our timberlands, affect how we operate or limit our ability to modify or invest in our real estate. Among the remedies that could be enforced in a lawsuit is a judgment preventing or restricting harvesting on a portion of our timberlands.

*Third-party operators may create environmental liabilities.* We lease and/or grant easements across some of our properties to third-party operators for the purpose of operating communications towers, generating renewable energy (wind and solar), operating pipelines for the transport of gases and liquids, conducting carbon capture and storage operations and exploring, extracting, developing and producing oil, gas, rock and other minerals. These activities are subject to federal, state and local laws and regulations. These operations may also create risk of environmental liabilities for an unlawful discharge of oil, gas, chemicals or other materials into the air, soil or water. Generally, these third-party operators indemnify us against any such liability, and we require that they maintain liability insurance to the extent practical to do so. However, if for any reason our third-party operators are not able to honor their obligations to us, or if insurance is not in effect, then it is possible that we could be responsible for costs associated with environmental liabilities caused by such third-party operators.

*The impact of existing regulatory restrictions on future harvesting activities may be significant.* U.S. federal, state and local laws and regulations, as well as those of other countries, which are intended to protect threatened and endangered species, as well as waterways and wetlands, limit and may prevent timber harvesting, road building, our participation in markets for carbon offsets and carbon storage and other activities on our timberlands. Restrictions relating to threatened and endangered species apply to activities that would adversely impact a protected species or significantly degrade its habitat. The size of the restricted area varies depending on the protected species, the time of year and other factors, but can range from less than one acre to several thousand acres. A number of species that naturally live on or near our timberlands, including, among others, the northern spotted owl, marbled murrelet, several species of salmon and trout in the Pacific Northwest, and the red cockaded woodpecker, red hills salamander, Louisiana pine snake and eastern indigo snake in the Southeast, are protected under the Federal Endangered Species Act (the “ESA”) or similar U.S. federal and state laws. A significant number of other species are currently under review for possible protection under the ESA. As we gain additional information regarding the presence of threatened or endangered species on our timberlands, or if other regulations, such as those that require buffers to protect water bodies, become more restrictive, the amount of our timberlands subject to harvest restrictions could increase.

*We formerly owned or operated or may own or acquire timberlands or properties that may require environmental remediation or otherwise be subject to environmental and other liabilities.* We owned or operated manufacturing facilities and discontinued operations that we do not currently own, and we may currently own or may acquire timberlands and other properties in the future that are subject to environmental liabilities, such as remediation of soil, sediment and groundwater contamination and other existing or potential liabilities. In connection with the spin-off of our Performance Fibers business in 2014, and pursuant to the related Separation and Distribution Agreement between us and Rayonier Advanced Materials, Rayonier Advanced Materials has assumed any environmental liability of ours in connection with the manufacturing facilities and discontinued operations related to the Performance Fibers business and has agreed to indemnify and hold us harmless in connection with such environmental liabilities. However, in the event we seek indemnification from Rayonier Advanced Materials, we cannot provide any assurance that a court will enforce our indemnification right if challenged by Rayonier Advanced Materials or that Rayonier Advanced Materials will be able to fund any amounts for indemnification owed to us. In addition, the cost of investigation and remediation of contaminated timberlands and properties that we currently own or acquire in the future could increase operating costs and adversely affect financial results. We could also incur substantial costs, such as civil or criminal fines, sanctions and enforcement actions (including orders limiting our operations or requiring corrective measures, installation of pollution control equipment or other remedial actions), clean-up and closure costs, and third-party claims for property damage and personal injury as a result of violations of, or liabilities under, environmental laws and regulations related to such timberlands or properties.

***We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business.***

We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information and to manage or support a variety of our business processes, including financial transactions and maintenance of records, which may include confidential information. We rely on commercially available systems, software, tools and monitoring to provide security for processing, transmitting and storing confidential information, such as personally identifiable information. Although we have taken steps to protect the security of the data maintained in our information systems, it is possible that our security measures and those of our information technology vendors will not be able to prevent the systems’ improper functioning or the improper disclosure of personally identifiable information, such as in the event of cyber-attacks. Security breaches, including physical or electronic break-ins, computer viruses, attacks by hackers and similar breaches, can create system disruptions, shutdowns or unauthorized disclosure of confidential information. The rapid evolution and increased adoption of artificial intelligence technologies, by us or by third parties, may also heighten our cybersecurity risks by making cyberattacks more difficult to prevent, detect, contain and mitigate. Any failure to maintain proper function, security and availability of our information systems and those of our information technology vendors could interrupt our operations, damage our reputation, or subject us to liability claims or regulatory penalties, any one of which could materially and adversely affect our financial condition and results of operations.

### REIT AND TAX-RELATED RISK FACTORS

### Loss of our REIT status would adversely affect our cash flow and stock price.

We intend to continue to operate in accordance with REIT requirements pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), and related U.S. Treasury regulations and administrative guidance. Qualification as a REIT involves the application of highly technical and complex provisions of the Code, which are subject to change, perhaps retroactively, and which are not within our control. We cannot assure that we will remain qualified as a REIT or that new legislation, U.S. Treasury regulations, administrative interpretations or court decisions will not significantly affect our ability to remain qualified as a REIT or the U.S. federal income tax consequences of such qualification.

We monitor and test our compliance with all REIT requirements. In particular, we regularly test our compliance with the REIT “asset tests,” which require generally that, at the close of each calendar quarter: (1) at least 75% of the market value of our total assets must consist of REIT-qualifying interests in real property (such as timberlands), including leaseholds and options to acquire real property and leaseholds, as well as cash and cash items and certain other specified assets, (2) no more than 25% of the market value of our total assets may consist of other assets that are not qualifying assets for purposes of the 75% test in clause (1) above, and (3) no more than 20% of the market value of our total assets may consist of the securities of one or more “taxable REIT subsidiaries.” As of December 31, 2024, Rayonier is in compliance with these asset tests.

If in any taxable year we fail to qualify as a REIT and are not entitled to relief under the Code, we will not be allowed a deduction for dividends paid to shareholders in computing our taxable income and we will be subject to U.S. federal income tax on our REIT taxable income. In addition, we will be disqualified from qualification as a REIT for the four taxable years following the year during which the qualification was lost, unless we are entitled to relief under certain provisions of the Code. As a result, our net income and the cash available for distribution to our shareholders could be reduced for up to five years or longer, which could have a material adverse effect on our financial condition.

If we fail to remain qualified as a REIT, we may also need to borrow funds or liquidate some investments or assets to pay any resulting additional tax liability. Accordingly, cash available for distribution to our shareholders would be reduced.

***Certain of our business activities are potentially subject to prohibited transactions tax.***

As a REIT, we will be subject to a 100% tax on any net income from “prohibited transactions.” In general, prohibited transactions are sales or other dispositions of property to customers in the ordinary course of business. Sales of logs, and dealer sales of timberlands or other real estate, constitute prohibited transactions unless the sale satisfies certain safe harbor provisions in the Code.

We intend to avoid the 100% prohibited transactions tax by complying with the prohibited transaction safe harbor provisions and conducting activities that would otherwise be prohibited transactions through one or more taxable REIT subsidiaries. We may not, however, always be able to identify timberland properties that become part of our “dealer” real estate sales business. Therefore, if we sell timberlands which we incorrectly identify as property not held for sale to customers in the ordinary course of business, we may be subject to the 100% prohibited transactions tax.

***Failure of our Operating Partnership to maintain status as a partnership for U.S. federal income tax purposes would substantially reduce our cash available to pay distributions.***

We believe our Operating Partnership qualifies as a partnership for U.S. federal income tax purposes. As a partnership, our Operating Partnership is not subject to U.S. federal income tax on its income. Instead, each of the partners is allocated its share of our Operating Partnership’s income. We cannot assure you, however, that the IRS will not challenge the status of our Operating Partnership as a partnership for U.S. federal income tax purposes. If the IRS were to successfully challenge the status of our Operating Partnership as a partnership, it would be taxable as a corporation. In such event, this would reduce the amount of distributions that our Operating Partnership could make, which could have further implications as to our ability to maintain our status as a REIT. This would substantially reduce our cash available to pay distributions and the return on a unitholder and/or shareholder’s investment.

***Our cash dividends and Operating Partnership distributions are not guaranteed and may fluctuate.***

Generally, REITs are required to distribute 90% of their ordinary taxable income, but not their net capital gains income. Accordingly, we do not generally believe that we are required to distribute material amounts of cash since substantially all of our taxable income is generally treated as capital gains income. However, a REIT must pay corporate level tax on its undistributed taxable income and capital gains.

Our Board of Directors, in its sole discretion, determines the amount of quarterly dividends to be paid to our shareholders based on consideration of a number of factors. These factors include, but are not limited to, our results of operations, cash flow and capital requirements, economic conditions, tax considerations, borrowing capacity and other factors, including debt covenant restrictions that may impose limitations on cash payments, future acquisitions and divestitures, harvest levels, changes in the price and demand for our products and general market demand for timberlands, including those timberland properties that have higher and better uses. Consequently, our dividend levels may fluctuate. Because our Operating Partnership distributions are aligned with the dividend, such distributions may also fluctuate.

***Lack of shareholder ownership and transfer restrictions in our articles of incorporation may affect our ability to qualify as a REIT.***

In order to qualify as a REIT, an entity cannot have five or fewer individuals who own, directly or indirectly after applying attribution of ownership rules, 50% or more of the value of its outstanding shares during the last six months in each calendar year. Although it is not required by law or the REIT provisions of the Code, almost all REITs have adopted ownership and transfer restrictions in their articles of incorporation or organizational documents which seek to assure compliance with that rule. While we are not in violation of the ownership rules, we do not have, nor do we have any current plans to adopt, share ownership and transfer restrictions. As such, the possibility exists that five or fewer individuals could acquire 50% or more of the value of our outstanding shares, which could result in our disqualification as a REIT.

### GENERAL RISK FACTORS

***The impacts of climate-related initiatives, at the international, U.S. federal and state levels, remain uncertain at this time.***

There continue to be numerous international, U.S. federal and state-level initiatives and proposals to address domestic and global climate issues. Within the U.S., most of these proposals would regulate and/or tax the production of carbon dioxide and other “greenhouse gases” to facilitate the reduction of carbon compound emissions into the atmosphere, and provide tax and other incentives to produce and use “cleaner” energy. Additionally, our investors and other stakeholders are increasingly focused on the impacts of climate change on their investments and our business prospects, including those related to solar leases, carbon capture and storage projects and our participation in carbon markets.

Overall, it is reasonably likely that legislative and regulatory activity in this area will in some way affect Rayonier and the U.S. customers of our Southern Timber and Pacific Northwest Timber segments, but it is unclear at this time what the nature of the impact will be. We continue to monitor political and regulatory developments in this area, but their overall impact on Rayonier, from a cost, benefit and financial performance standpoint, remains uncertain at this time.

***Expectations relating to sustainability considerations expose Rayonier to potential liabilities, increased costs, reputational harm and other adverse effects on Rayonier’s business.***

Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on sustainability considerations relating to businesses, including greenhouse gas emissions, human capital, and diversity. Rayonier makes statements about these matters through information provided on its website, press releases and other communications, including through its Sustainability and Carbon Reports. Responding to these sustainability considerations involves risks and uncertainties, including those described under “Forward-Looking Statements,” requires investments and is impacted by factors that may be outside Rayonier’s control. In addition, some stakeholders may disagree with Rayonier’s initiatives and the focus of stakeholders may change and evolve over time. Stakeholders also may have very different views on where our sustainability focus should be placed, including differing views of regulators in various jurisdictions in which we operate. Any failure, or perceived failure, by Rayonier to further its initiatives, adhere to its public statements, comply with federal, state or international sustainability laws and regulations, or to meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against Rayonier and materially adversely affect Rayonier’s business, reputation, results of operations, financial condition and stock price.

## Cybersecurity

As filed, 6,327 characters.

### RISK MANAGEMENT AND STRATEGY

We are subject to various cybersecurity risks in connection with our business. For additional information, see Item 1A — Risk Factors. As part of our overall enterprise risk management system and processes, we assess, identify and manage material risks from threats to our information systems. Once risks are identified, our Enterprise Risk Management Committee (“ERM Committee”), which consists of executives appointed by the Board, oversees and reviews these risks and provides an annual report regarding such risks to the Audit Committee for further review and evaluation. We also maintain processes to oversee and identify risks from cyber threats associated with our use of third-party service providers, including annual reviews of third-party SOC1 reports.

Safeguarding our operations against cyber threats is a high priority. Recognizing the importance of a strong posture towards cyber threats, our strategy to combat the evolving threat landscape and support the protection of sensitive information includes engaging in:

- *Incident Response Planning and Data Backups.* We maintain and regularly review a detailed incident response plan to help minimize downtime and disruption in the event of a cybersecurity incident and to assess materiality and any related disclosure obligations. We also actively maintain data backup procedures for business continuity in the event of a cybersecurity incident. Examples of our backup procedures and systems include daily server snapshots, database log files, Salesforce backups, and Google Vault. Generally, these backups of critical systems would allow us to restore operation within hours.
- *Third-Party Managed Monitoring, Detection, and Response Services.* We partner with a reputable third-party firm for 24/7 threat monitoring, detection and response.
- *External Cybersecurity Process Assessments.* We also engage third-party experts to conduct periodic process assessments against the U.S. National Institute of Standards and Technology (“NIST”) framework to help us evaluate and enhance our cybersecurity practices.
- *Penetration Testing and Phishing Simulations.* We periodically engage experts for penetration testing to identify system vulnerabilities and to simulate real-world cyberattacks. We also conduct quarterly phishing simulations to test our staff's response and to deliver targeted cyber awareness training.
- *Continuous Improvement and Adaptation.* We regularly review and update our strategies to keep pace with the dynamic cyber threat landscape, and to build a resilient and responsive cybersecurity system. Our employees receive monthly training on data protection, threat detection, and incident response. We also provide a forum for employees to report cyber “near misses” to elevate cyber threat awareness across our organization.

In the past, we have experienced targeted and non-targeted cybersecurity attacks and incidents, and we could in the future experience similar attacks. To date, no cybersecurity attack or incident, or any risk from cybersecurity threats, has materially affected or has been determined to be reasonably likely to materially affect the Company or our business strategy, results of operations, or financial condition.

### GOVERNANCE

Our Director of Information Technology and our Manager of IT Security, having over 45 years of combined information technology experience1 take the lead in protecting the organization’s digital assets and sensitive information from cyber threats and manage our partnerships with the external firm that specializes in around-the-clock threat monitoring, detection, and response services and other third-party providers. Our Director of Information Technology and Manager of IT Security also report material risks from threats to our information systems to the ERM Committee.

In the event of a breach or incident, our Director of Information Technology leads our response to mitigate impact and initiate the recovery processes. Following the identification of a breach or incident, the Director of Information Technology reports incidents of a medium or high severity level2 to our senior leadership team. Incidents of a high severity level are also reviewed by our Disclosure Committee to assess materiality and any disclosure obligations. All incidents are reported to the Audit Committee at the next scheduled Board meeting, and incidents of high severity level are immediately reported to the Audit Committee.

The Audit Committee of our Board of Directors is responsible for overseeing cybersecurity risk management. For each Audit Committee meeting, the Director of Information Technology prepares an updated cybersecurity report, featuring key metrics and threats. Additionally, the Director of Information Technology provides an annual cybersecurity briefing to the Audit Committee. External penetration tests and process audits, conducted at regular intervals, are reported directly to the Audit Committee by our third-party firm. These comprehensive measures help the Committee remain well-informed and proactive in their oversight of cybersecurity risks.

(1) Our Director of Information Technology has more than 25 years of IT experience. He joined the company in 2000 as an application developer and has held multiple positions of authority including project management and IT operations management. He holds a bachelor’s degree and MBA from the University of South Carolina.

Our Manager of IT Security has more than 20 years of IT experience. He joined the company in 2015 as a Systems Engineer and was promoted to his current position in 2020. Prior to joining Rayonier, he worked as an Infrastructure Engineer at Enterprise Integration (EI), a managed services provider. Prior to joining EI, he held various IT roles in support and engineering.

(2) A medium severity incident level is defined as incidents that have a moderate impact on business operations or data integrity and might affect internal systems and could potentially lead to limited unauthorized access to sensitive information. A high severity incident level is defined as incidents that pose a significant threat to business operations, data integrity, or confidential information. This level of incident may have legal, regulatory and public relations implications.

## Properties

As filed, 5,882 characters.

Our timber operations are disaggregated into three geographically distinct reporting segments: Southern Timber, Pacific Northwest Timber and New Zealand Timber. The following table provides a breakdown of our timberland holdings as of September 30, 2024 and December 31, 2024:

| (acres in 000s) Southern | As of September 30, 2024 Owned | Leased | Total | As of December 31, 2024 Owned | Leased | Total |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Alabama | 250 | 3 | 253 | 250 | 3 | 253 |
| Arkansas | — | 2 | 2 | — | 2 | 2 |
| Florida | 361 | 35 | 396 | 360 | 35 | 395 |
| Georgia | 611 | 50 | 661 | 611 | 49 | 660 |
| Louisiana | 146 | — | 146 | 146 | — | 146 |
| Oklahoma | 91 | — | 91 | — | — | — |
| South Carolina | 15 | — | 15 | 15 | — | 15 |
| Texas | 279 | — | 279 | 279 | — | 279 |
|  | 1,753 | 90 | 1,843 | 1,661 | 89 | 1,750 |
| **Pacific Northwest** |  |  |  |  |  |  |
| Oregon | 6 | — | 6 | 6 | — | 6 |
| Washington | 408 | 3 | 411 | 299 | 3 | 302 |
|  | 414 | 3 | 417 | 305 | 3 | 308 |
| **New Zealand (a)** | 178 | 233 | 411 | 178 | 234 | 412 |
| **Total** | 2,345 | 326 | 2,671 | 2,144 | 326 | 2,470 |

(a) Represents legal acres owned and leased by the New Zealand subsidiary, in which Rayonier owns a 77% interest. As of December 31, 2024, legal acres in New Zealand were comprised of 287,000 plantable acres and 125,000 non-productive acres.

The following tables detail changes in our portfolio of owned and leased timberlands by state from December 31, 2023 to December 31, 2024:

| (acres in 000s) Southern | Acres Owned December 31, 2023 | Acquisitions | Sales | Other (a) | December 31, 2024 |
| --- | ---: | ---: | ---: | ---: | ---: |
| Alabama | 250 | — | — | — | 250 |
| Florida | 361 | 5 | (6) | — | 360 |
| Georgia | 612 | 2 | (3) | — | 611 |
| Louisiana | 147 | — | (1) | — | 146 |
| Oklahoma | 91 | — | (91) | — | — |
| South Carolina | 16 | — | (1) | — | 15 |
| Texas | 282 | — | (3) | — | 279 |
|  | 1,759 | 7 | (105) | — | 1,661 |
| **Pacific Northwest** |  |  |  |  |  |
| Oregon | 6 | — | — | — | 6 |
| Washington | 408 | — | (109) | — | 299 |
|  | 414 | — | (109) | — | 305 |
| **New Zealand (b)** | 188 | — | (10) | — | 178 |
| **Total** | 2,361 | 7 | (224) | — | 2,144 |

(a) Includes adjustments for land mapping reviews.

(b) Represents legal acres owned by the New Zealand subsidiary, in which Rayonier has a 77% interest.

| (acres in 000s) Southern | Acres Leased December 31, 2023 | New Leases | Sold/Expired Leases (a) | Other (b) | December 31, 2024 |
| --- | ---: | ---: | ---: | ---: | ---: |
| Alabama | 5 | — | (2) | — | 3 |
| Arkansas | 2 | — | — | — | 2 |
| Florida | 36 | — | (1) | — | 35 |
| Georgia | 50 | — | (1) | — | 49 |
|  | 93 | — | (4) | — | 89 |
| **Pacific Northwest** |  |  |  |  |  |
| Washington (c) | 4 | — | (1) | — | 3 |
| **New Zealand (d)** | 233 | — | (3) | 4 | 234 |
| **Total** | 330 | — | (8) | 4 | 326 |

(a) Includes acres previously under lease that have been harvested and activity for the relinquishment of leased acres.

(b) Includes adjustments for land mapping reviews.

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

(d) Represents legal acres leased by the New Zealand subsidiary, in which Rayonier has a 77% interest.

### TIMBERLAND LEASES & DEEDS

See Note 16 — Leases for more information on U.S. and New Zealand timberland leases including lease terms and renewal provisions.

The following table details our acres under lease as of December 31, 2024 by type of lease and estimated lease expiration:

| (acres in 000s) Location Type of Lease | Total | Lease Expiration 2025-2034 | 2035-2044 | 2045-2054 | Thereafter |
| --- | ---: | ---: | ---: | ---: | ---: |
| Southern Fixed Term | 79 | 39 | 34 | — | 6 |
| Fixed Term with Renewal Option (a) | 10 | 10 | — | — | — |
| Pacific Northwest Fixed Term (b) | 3 | 1 | 1 | 1 | — |
| New Zealand CFL - Perpetual (c) | 75 | — | — | — | 75 |
| CFL - Fixed Term (c) | 3 | — | — | — | 3 |
| CFL - Terminating (c) | 11 | 1 | — | 8 | 2 |
| Forestry Right (c) | 132 | 36 | 4 | 7 | 85 |
| Fixed Term Land Leases | 13 | — | — | 2 | 11 |
| **Total Acres under Long-term Leases** | 326 | 87 | 39 | 18 | 182 |

(a) Includes approximately 2,000 acres of timber deeds.

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

(c) Estimated lease expiration / termination based on the earlier of: (1) the scheduled expiration / termination date, or (2) the estimated year of final harvest before such expiration / termination date.

The following table details our estimated leased acres, lease expirations and lease costs over the next five years:

| (acres and dollars in 000s, except per acre amounts) Location Southern | 2025 | 2026 | 2027 | 2028 | 2029 |
| --- | ---: | ---: | ---: | ---: | ---: |
| Leased Acres Expiring (a) | 26 | 1 | 11 | — | — |
| Year-end Leased Acres (a) | 63 | 62 | 51 | 51 | 51 |
| Estimated Annual Lease Cost (a)(b) | $3,377 | $2,780 | $2,745 | $2,344 | $2,328 |
| Average Lease Cost per Acre (a) | $40.70 | $49.15 | $49.03 | $51.17 | $51.12 |
| Pacific Northwest |  |  |  |  |  |
| Leased Acres Expiring | — | — | — | — | — |
| Year-end Leased Acres (c) | 3 | 3 | 3 | 3 | 3 |
| New Zealand |  |  |  |  |  |
| Leased Acres Expiring | 1 | 10 | — | — | — |
| Year-end Leased Acres | 233 | 223 | 223 | 223 | 223 |
| Estimated Annual Lease Cost (b)(e) | $4,376 | $4,286 | $4,284 | $4,284 | $4,835 |
| Average Lease Cost per Acre (d)(e) | $24.93 | $24.43 | $24.43 | $24.43 | $24.43 |

(a) Includes timber deeds.

(b) Represents capitalized and expensed lease payments.

(c) Primarily timber reservations acquired in the merger with Pope Resources for which no lease payments are made.

(d) Excludes lump sum payments.

(e) Based on the year-end foreign exchange rate.

### OTHER NON-TIMBERLAND LEASES

See Note 16 — Leases for information on other non-timberland leases.

## Legal proceedings

As filed, 254 characters.

The information set forth under Note 11 — Contingencies and in Note 12 — Environmental and Natural Resource Damage Liabilities in the “Notes to Consolidated Financial Statements” under Item 8 of Part II of this report is incorporated herein by reference.

## Management's discussion and analysis

As filed, 66,814 characters.

### 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 7, Management’s Discussion and Analysis (MD&A) highlights the critical areas for evaluating our performance which includes 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.

### EXECUTIVE SUMMARY

#### OUR COMPANY

We are a leading timberland real estate investment trust (“REIT”) with assets located in some of the most productive softwood timber growing regions in the U.S. and New Zealand. Our revenues, operating income and cash flows are primarily derived from the following core business segments: Southern Timber, Pacific Northwest Timber, New Zealand Timber, Real Estate and Trading. We own or lease under long-term agreements approximately 2.1 million acres of timberland and real estate in Alabama, Arkansas, Florida, Georgia, Louisiana, Oregon, South Carolina, Texas and Washington. We also have a 77% ownership interest in Matariki Forestry Group, a joint venture (“New Zealand subsidiary”), that owns or leases approximately 412,000 gross acres (287,000 net plantable acres) of timberlands in New Zealand.

Across our timberland management segments, we sell standing timber (primarily at auction to third parties) and delivered logs. Sales from our 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, and revenue from land-based solutions such as carbon capture and storage, solar, and carbon credits. We believe we are the second largest publicly-traded timberland REIT and one of the largest private timberland owners in the United States. Our Real Estate business manages all property sales and seeks to maximize the value of our properties that are more valuable for development, recreational or residential uses than for growing timber, and opportunistically sells non-strategic timberlands. Our Trading segment, primarily consisting of activity by the New Zealand subsidiary, markets and sells timber owned or acquired from third parties in New Zealand.

#### CURRENT YEAR DEVELOPMENTS

During 2024, we acquired approximately 7,000 acres of timberland for $22.8 million. For further information on acquisitions, see Note 4 — Timberland Acquisitions. In addition, we closed on Large Dispositions totaling approximately 200,000 acres for an aggregate sale price of $495 million (~$2,475/acre). These dispositions consisted of approximately 91,000 acres in Southeast Oklahoma and 109,000 acres on the Olympic Peninsula in Northwest Washington. See Item 7 — Results of Operations and Note 2 — Segment and Geographical Information for additional information regarding the Large Dispositions.

#### INDUSTRY AND MARKET CONDITIONS

The demand for timber is directly related to the underlying demand for pulp, paper, packaging, lumber and other wood products. The significant majority of timber sold in our Southern Timber segment is consumed domestically. With a higher proportion of pulpwood, our Southern Timber segment relies heavily on downstream markets for pulp and paper, and to a lesser extent wood pellet markets. Our Pacific Northwest Timber segment relies primarily on domestic customers but also exports a modest volume of timber, particularly to China. The Southern Timber and Pacific Northwest Timber segments rely on the strength of U.S. lumber markets as well as underlying housing starts. Our New Zealand Timber segment sells timber to domestic New Zealand wood products mills and also exports a significant portion of its volume to markets in China, South Korea and Taiwan. In addition to market dynamics in the Pacific Rim, the New Zealand Timber segment is subject to foreign exchange fluctuations, which can impact the operating results of the segment in U.S. dollar terms.

Pricing in our timber segments is influenced by macroeconomic factors, including residential construction activity, and can also vary considerably on a local level based on weather, the available inventory of logs, mill demand, and export market access. In our Southern Timber segment, pine pulpwood net stumpage realizations have been negatively impacted by increased log supply from salvage timber across the region, while pine sawtimber net stumpage realizations have remained constrained by softer demand from lumber mills and have also been negatively impacted by the availability of salvage timber. In our Pacific Northwest Timber segment, weighted-average delivered log prices remain under pressure due to soft domestic demand and reduced export market tension. In our New Zealand Timber segment, lower levels of construction activity in China continue to negatively impact export market demand and prices.

We are subject to the risk of price fluctuations in certain of our cost components, primarily logging and transportation (cut and haul), ocean freight and demurrage costs. Other major components of our cost of sales are the cost basis of timber sold (depletion) and the cost basis of real estate sold. Depletion includes 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 the cost basis in land and costs directly associated with the development and construction of identified real estate projects, such as infrastructure, roadways, utilities, amenities and/or other improvements. Other costs include amortization of capitalized costs related to 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.

Our Real Estate segment is exposed to changes in interest and mortgage rates as higher rates could negatively impact buyer demand for the properties we sell. However, overall demand for rural HBU properties and our improved development projects remained strong in 2024. Our improved development projects, specifically Wildlight, our development project north of Jacksonville, Florida, and Heartwood, our development project south of Savannah, Georgia, continue to benefit from favorable migration and demographic trends, which have thus far outweighed the impacts of higher interest rates.

### CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements requires us to establish accounting policies and make estimates, assumptions and judgments that affect our assets, liabilities, revenues and expenses, and to disclose contingent assets and liabilities in our Annual Report on Form 10-K. We base these estimates and assumptions on historical data and trends, current fact patterns, expectations and other sources of information we believe are reasonable. Actual results may differ from these estimates.

#### MERCHANTABLE INVENTORY AND DEPLETION COSTS AS DETERMINED BY TIMBER HARVEST MODELS

An annual depletion rate is established for each particular region by dividing the cost of merchantable inventory (including costs described above) by standing merchantable inventory volume. Pre-merchantable records are maintained for each planted year age class, including acres planted, stems per acre and costs of planting and tending. For more information, see Discussion of Timber Inventory and Sustainable Yield in Item 1 — Business.

Significant assumptions and estimates are used in the recording of timber inventory and depletion costs. Factors that can impact timber volume include weather changes, losses due to natural causes, differences in actual versus estimated growth rates and changes in the age when timber is considered merchantable. A 3% company-wide change in estimated standing merchantable inventory would have caused an estimated change of approximately $6.4 million to 2024 depletion expense.

Merchantable standing timber inventory is estimated by our land information services group annually, using industry-standard computer software. The inventory calculation takes into account growth, in-growth (annual transfer of oldest pre-merchantable age class into merchantable inventory), timberland sales and the annual harvest specific to each business unit. The age at which timber is considered merchantable is reviewed periodically and updated for changing harvest practices, future harvest age profiles and biological growth factors.

Acquisitions of timberland can also affect the depletion rate. Upon the acquisition of timberland, we make a determination whether to combine the newly-acquired merchantable timber with an existing depletion pool or to create a new pool. The determination is based on the geographic location of the new timber, the customers/markets that will be served and species mix. During 2024, we acquired 7,000 acres of timberlands in Florida and Georgia. These acquisitions did not have a material impact on 2024 depletion rates.

#### IMPAIRMENT OF LONG-LIVED ASSETS

We review the carrying amount of long-lived assets whenever an event or a change in circumstances indicates that the carrying value of the asset or asset group may not be recoverable through future operations. If we evaluate recoverability, we are required to estimate future cash flows and residual value of the asset or asset group. The evaluation of future cash flows requires the use of assumptions that include future economic conditions such as construction costs and sales values that may differ from actual results. An impairment loss is recognized if the carrying amount of an asset is not recoverable and exceeds its fair value. See Note 1 — Summary of Significant Accounting Policies for additional information.

#### DEFERRED TAX ITEMS

The Timber and Real Estate operations conducted within our REIT are generally not subject to U.S. income taxation. We expect any variability in our effective tax rate and the amount of cash taxes to be paid to be driven primarily by our New Zealand Timber and Trading segments. Rayonier’s taxable REIT subsidiary is subject to U.S. federal and state income taxes. Deferred tax expense or benefit is recognized in the financial statements according to the changes in deferred tax assets and liabilities between years. Valuation allowances are established to reduce deferred tax assets when it becomes more likely than not that such assets will not be realized. See Note 20 — Income Taxes for additional information about our unrecognized tax benefits.

#### ENVIRONMENTAL AND NATURAL RESOURCE DAMAGE LIABILITIES

We determine the costs of environmental remediation for areas we have been named potentially liable parties based on evaluations of current law and existing technologies. Inherent uncertainties exist in such evaluations primarily due to unknown environmental conditions, changing governmental regulations and legal standards regarding liability and emerging remediation technologies. At December 31, 2024, the total amount of liabilities recorded on our Consolidated Balance Sheets related to environmental contamination and Natural Resource Damages was $7.9 million. This is management’s best estimate of the costs for remediation and restoration, however, management will continue to monitor the cleanup process and make adjustments to the liability as needed. For more information, see Governmental Regulations and Environmental Matters in Item 1 — Business, Note 1 — Summary of Significant Accounting Policies and Note 12 — Environmental and Natural Resource Damage Liabilities.

### ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED

See Note 1 — Summary of Significant Accounting Policies for a summary of recently issued accounting standards.

### RESULTS OF OPERATIONS

Summary of our results of operations for the three years ended December 31:

| Financial Information (in millions of dollars) Sales | 2024 | 2023 | 2022 |
| --- | ---: | ---: | ---: |
| Southern Timber | $250.4 | $264.1 | $264.2 |
| Pacific Northwest Timber | 100.8 | 124.1 | 162.2 |
| New Zealand Timber | 238.6 | 235.5 | 274.1 |
| Real Estate |  |  |  |
| Improved Development | 30.8 | 30.7 | 35.4 |
| Unimproved Development | 12.4 | 0.1 | — |
| Rural | 72.9 | 99.7 | 59.5 |
| Timberland & Non-Strategic | 16.1 | 3.3 | 11.4 |
| Conservation Easement | 1.1 | — | — |
| Deferred Revenue/Other (a) | 15.5 | 13.9 | 1.2 |
| Large Dispositions | 495.0 | 242.2 | 30.5 |
| Total Real Estate | 643.8 | 390.0 | 138.0 |
| Trading | 29.6 | 43.7 | 71.0 |
| Intersegment Eliminations | (0.2) | (0.5) | (0.4) |
| **Total Sales** | $1,263.0 | $1,056.9 | $909.1 |
| **Operating Income (Loss)** |  |  |  |
| Southern Timber | $77.9 | $76.3 | $96.6 |
| Pacific Northwest Timber (b) | (6.3) | (9.0) | 15.2 |
| New Zealand Timber (c) | 33.5 | 26.0 | 30.6 |
| Real Estate (d) | 340.4 | 156.6 | 58.5 |
| Trading | (0.1) | 0.5 | 0.4 |
| Corporate and other (e) | (42.9) | (39.1) | (35.5) |
| **Operating Income** | 402.5 | 211.3 | 165.8 |
| Interest expense, net (f) | (36.9) | (48.3) | (36.2) |
| Interest and other miscellaneous income, net (g) | 10.4 | 20.6 | 2.6 |
| Income tax expense (h) | (7.0) | (5.1) | (9.4) |
| **Net Income** | 369.0 | 178.5 | 122.8 |
| Less: Net income attributable to noncontrolling interests in consolidated affiliates | (5.0) | (2.1) | (13.3) |
| **Net Income Attributable to Rayonier, L.P.** | $364.0 | $176.4 | $109.5 |
| Less: Net income attributable to noncontrolling interests in the Operating Partnership | (4.9) | (2.9) | (2.4) |
| **Net Income Attributable to Rayonier Inc.** | $359.1 | $173.5 | $107.1 |
| **Adjusted EBITDA (i)** |  |  |  |
| Southern Timber | $151.3 | $156.2 | $156.9 |
| Pacific Northwest Timber | 25.4 | 27.9 | 63.9 |
| New Zealand Timber | 53.8 | 50.0 | 54.5 |
| Real Estate | 106.8 | 99.3 | 72.7 |
| Trading | (0.1) | 0.5 | 0.4 |
| Corporate and other | (38.4) | (37.4) | (34.2) |
| **Total Adjusted EBITDA (i)** | $298.8 | $296.5 | $314.2 |

(a) Includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue.

(b) The year ended December 31, 2022 includes $0.7 million of timber write-offs resulting from casualty events.

(c) The year ended December 31, 2023 includes $2.3 million of timber write-offs resulting from casualty events.

(d) The years ended December 31, 2024, December 31, 2023 and December 31, 2022 include income of $291.1 million, $105.1 million and $16.6 million, respectively, from Large Dispositions. The year ended December 31, 2022 includes $16.0 million of equity income from the sale of a multi-family apartment complex in Bainbridge Island, Washington.

(e) The year ended December 31, 2024 includes $1.6 million of costs related to disposition initiatives and $1.1 million of restructuring charges.

(f) The year ended December 31, 2024 includes a $1.6 million gain from a terminated cash flow hedge.

(g) The year ended December 31, 2024 includes $8.0 million of net recoveries associated with legal settlements, which is partially offset by $6.0 million of pension settlement charges. The year ended December 31, 2023 includes $20.7 million of net recoveries associated with legal settlements, which is partially offset by a $2.0 million pension settlement charge.

(h) The year ended December 31, 2024 includes a $1.2 million income tax benefit related to the pension settlement.

(i) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators.

| Southern Timber Overview Sales Volume (in thousands of tons) | 2024 | 2023 | 2022 |
| --- | ---: | ---: | ---: |
| Pine Pulpwood | 3,704 | 3,821 | 3,911 |
| Pine Sawtimber | 2,796 | 3,295 | 2,041 |
| **Total Pine Volume** | 6,500 | 7,116 | 5,952 |
| Hardwood | 309 | 198 | 331 |
| **Total Volume** | 6,808 | 7,314 | 6,283 |
| % Delivered Volume (vs. Total Volume) | 34% | 35% | 43% |
| % Pine Sawtimber Volume (vs. Total Pine Volume) | 43% | 46% | 34% |
| % Export Volume (vs. Total Volume) (a) | 1% | 1% | 2% |
| **Net Stumpage Pricing (dollars per ton) (b)** |  |  |  |
| Pine Pulpwood | $16.89 | $16.78 | $22.45 |
| Pine Sawtimber | 28.41 | 29.64 | 34.36 |
| **Weighted Average Pine** | $21.84 | $22.73 | $26.53 |
| Hardwood | 13.55 | 13.89 | 23.48 |
| **Weighted Average Total** | $21.46 | $22.49 | $26.37 |
| **Summary Financial Data (in millions of dollars)** |  |  |  |
| Timber Sales | $199.4 | $226.6 | $236.6 |
| Less: Cut and Haul | (51.0) | (58.0) | (64.0) |
| Less: Port and Freight | (2.4) | (4.5) | (6.8) |
| **Net Stumpage Sales** | $146.0 | $164.1 | $165.8 |
| Land-Based Solutions (c) | 14.5 | 4.0 | 1.1 |
| Other Non-Timber Sales | 36.5 | 33.5 | 26.5 |
| **Total Sales** | $250.4 | $264.1 | $264.2 |
| Operating Income | $77.9 | $76.3 | $96.6 |
| (+) Depreciation, depletion and amortization | 73.4 | 80.0 | 60.3 |
| **Adjusted EBITDA (d)** | $151.3 | $156.2 | $156.9 |
| **Other Data** |  |  |  |
| Year-End Acres (in thousands) | 1,750 | 1,852 | 1,919 |

(a) Estimated percentage of export volume, which includes volumes sold to third-party exporters in addition to direct exports through our log export program.

(b) Pulpwood and sawtimber product pricing for composite stumpage sales is estimated based on market data.

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

(d) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators.

| Pacific Northwest Timber Overview Sales Volume (in thousands of tons) | 2024 | 2023 | 2022 |
| --- | ---: | ---: | ---: |
| Pulpwood | 183 | 216 | 300 |
| Domestic Sawtimber (a) | 1,007 | 999 | 1,188 |
| Export Sawtimber | 28 | 89 | 97 |
| **Total Volume** | 1,219 | 1,305 | 1,585 |
| % Delivered Volume (vs. Total Volume) | 87% | 97% | 92% |
| % Sawtimber Volume (vs. Total Volume) | 85% | 83% | 81% |
| % Export Volume (vs. Total Volume) (b) | 7% | 12% | 11% |
| **Delivered Log Pricing (in dollars per ton)** |  |  |  |
| Pulpwood | $29.88 | $38.78 | $50.83 |
| Domestic Sawtimber | 89.79 | 97.71 | 111.96 |
| Export Sawtimber (c) | 137.77 | 142.63 | 117.85 |
| **Weighted Average Log Price** | $81.88 | $90.97 | $100.50 |
| **Summary Financial Data (in millions of dollars)** |  |  |  |
| Timber Sales | $95.2 | $117.9 | $156.6 |
| Less: Cut and Haul | (42.0) | (56.6) | (62.7) |
| Less: Port and Freight | (1.8) | (5.2) | (2.8) |
| **Net Stumpage Sales** | $51.4 | $56.1 | $91.1 |
| Land-Based Solutions (d) | 0.1 | 1.4 | — |
| Other Non-Timber Sales | 5.5 | 4.9 | 5.6 |
| **Total Sales** | $100.8 | $124.1 | $162.2 |
| Operating (Loss) Income | ($6.3) | ($9.0) | $15.2 |
| (+) Timber write-offs resulting from casualty events (e) | — | — | 0.7 |
| (+) Depreciation, depletion and amortization | 31.7 | 36.9 | 48.0 |
| **Adjusted EBITDA (f)** | $25.4 | $27.9 | $63.9 |
| **Other Data** |  |  |  |
| Year-End Acres (in thousands) | 308 | 418 | 474 |
| Northwest Sawtimber (in dollars per MBF) (g) | $660 | $711 | $849 |

(a) Includes volumes sold to third-party exporters.

(b) Estimated percentage of export volume, which includes volumes sold to third-party exporters in addition to direct exports through our log export program.

(c) Direct exports through our log export program began in Q1 2022. Prior to Q4 2022, pricing reflects the transfer of logs on an FOB basis. Beginning in Q4 2022, pricing is reported on a CFR basis (i.e., inclusive of export costs and freight).

(d) Consists primarily of conservation easement sales for habitat protection in Q2 2023.

(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) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators.

(g) Delivered Sawtimber excluding chip-n-saw.

| New Zealand Timber Overview Sales Volume (in thousands of tons) | 2024 | 2023 | 2022 |
| --- | ---: | ---: | ---: |
| Domestic Pulpwood (Delivered) | 240 | 225 | 388 |
| Domestic Sawtimber (Delivered) | 674 | 677 | 686 |
| Export Pulpwood (Delivered) | 282 | 230 | 182 |
| Export Sawtimber (Delivered) | 1,292 | 1,344 | 1,360 |
| **Total Volume** | 2,487 | 2,476 | 2,616 |
| % Delivered Volume (vs. Total Volume) | 100% | 100% | 100% |
| % Sawtimber Volume (vs. Total Volume) | 79% | 82% | 78% |
| % Export Volume (vs. Total Volume) (a) | 63% | 64% | 59% |
| **Delivered Log Pricing (in dollars per ton)** |  |  |  |
| Domestic Pulpwood | $32.83 | $34.58 | $33.50 |
| Domestic Sawtimber | 66.05 | 66.31 | 71.87 |
| Export Sawtimber | 105.86 | 102.39 | 124.91 |
| **Weighted Average Log Price** | $86.59 | $85.27 | $96.77 |
| **Summary Financial Data (in millions of dollars)** |  |  |  |
| Timber Sales | $215.3 | $211.1 | $253.1 |
| Less: Cut and Haul | (85.5) | (84.5) | (94.3) |
| Less: Port and Freight | (75.3) | (64.8) | (94.1) |
| **Net Stumpage Sales** | $54.5 | $61.8 | $64.8 |
| Carbon Credit Sales | 22.4 | 23.4 | 19.8 |
| Other Non-Timber Sales | 0.8 | 1.0 | 1.1 |
| **Total Sales** | $238.6 | $235.5 | $274.1 |
| Operating Income | $33.5 | $26.0 | $30.6 |
| (+) Timber write-offs resulting from casualty events (b) | — | 2.3 | — |
| (+) Depreciation, depletion and amortization | 20.3 | 21.7 | 23.9 |
| **Adjusted EBITDA (c)** | $53.8 | $50.0 | $54.5 |
| **Other Data** |  |  |  |
| New Zealand Dollar to U.S. Dollar Exchange Rate (d) | 0.6094 | 0.6117 | 0.6350 |
| Net Plantable Year-End Acres (in thousands) | 287 | 297 | 297 |
| Export Sawtimber (in dollars per JAS m3) | $123.08 | $119.04 | $145.23 |
| Domestic Sawtimber (in $NZD per tonne) | $119.22 | $119.25 | $124.50 |

(a) Percentage of export volume reflects direct exports through our log export program.

(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) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators.

(d) Represents the period-average rate.

| Real Estate Overview Sales (in millions of dollars) | 2024 | 2023 | 2022 |
| --- | ---: | ---: | ---: |
| Improved Development (a) | $30.8 | $30.7 | $35.4 |
| Unimproved Development | 12.4 | 0.1 | — |
| Rural | 72.9 | 99.7 | 59.5 |
| Timberland & Non-Strategic | 16.1 | 3.3 | 11.4 |
| Conservation Easement | 1.1 | — | — |
| Deferred Revenue/Other (b) | 15.5 | 13.9 | 1.2 |
| Large Dispositions (c) | 495.0 | 242.2 | 30.5 |
| **Total Sales** | $643.8 | $390.0 | $138.0 |
| **Acres Sold** |  |  |  |
| Improved Development (a) | 267 | 376 | 225 |
| Unimproved Development | 1,129 | 10 | — |
| Rural | 12,330 | 28,955 | 13,156 |
| Timberland & Non-Strategic | 13,536 | 1,270 | 3,966 |
| Large Dispositions (c) | 199,470 | 55,008 | 10,977 |
| **Total Acres Sold** | 226,731 | 85,618 | 28,323 |
| **Gross Price per Acre (dollars per acre)** |  |  |  |
| Improved Development (a) | $115,355 | $81,756 | $157,424 |
| Unimproved Development | 10,980 | 11,250 | — |
| Rural | 5,914 | 3,442 | 4,522 |
| Timberland & Non-Strategic | 1,190 | 2,636 | 2,874 |
| Large Dispositions (c) | 2,482 | 4,403 | 2,776 |
| **Weighted Average (Total) (d)** | $4,849 | $4,372 | $6,128 |
| **Weighted Average (Adjusted) (e)** | $3,757 | $3,411 | $4,140 |
| **Total Sales (Excluding Large Dispositions)** | $148.8 | $147.8 | $107.5 |
| Operating Income | $340.4 | $156.6 | $58.5 |
| (–) Gain associated with the multi-family apartment complex sale attributable to NCI (f) | — | — | (11.5) |
| (–) Large Dispositions (c) | (291.1) | (105.1) | (16.6) |
| (+) Depreciation, depletion and amortization | 13.1 | 18.0 | 13.9 |
| (+) Non-cash cost of land and improved development | 44.4 | 29.8 | 28.4 |
| **Adjusted EBITDA (g)** | $106.8 | $99.3 | $72.7 |

(a) Reflects land with capital invested in infrastructure improvements.

(b) Includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to residential and commercial lease revenue.

(c) Large Dispositions are defined as transactions involving the sale of timberland that exceed $20 million in size and do not reflect a demonstrable premium relative to timberland value.

(d) Excludes Large Dispositions.

(e) Excludes Improved Development and Large Dispositions.

(f) Gain associated with the multi-family apartment complex sale attributable to NCI represents the gain recognized in connection with the sale of property by the Bainbridge Landing joint venture attributable to noncontrolling interests.

(g) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators.

| Trading Overview Sales Volume (in thousands of tons) | 2024 | 2023 | 2022 |
| --- | ---: | ---: | ---: |
| U.S. | 64 | 71 | 99 |
| NZ | 201 | 307 | 460 |
| **Total Volume** | 265 | 378 | 559 |
| **Summary Financial Data (in millions of dollars)** |  |  |  |
| Trading Sales | $28.1 | $41.9 | $69.3 |
| Non-Timber Sales | 1.5 | 1.8 | 1.7 |
| **Total Sales** | $29.6 | $43.7 | $71.0 |
| Operating (Loss) Income | ($0.1) | $0.5 | $0.4 |
| **Adjusted EBITDA (a)** | ($0.1) | $0.5 | $0.4 |

(a) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators.

| Capital Expenditures By Segment Timber Capital Expenditures (in millions of dollars) Southern Timber | 2024 | 2023 | 2022 |
| --- | ---: | ---: | ---: |
| Reforestation, silviculture and other capital expenditures | $31.9 | $30.6 | $24.1 |
| Property taxes | 7.5 | 7.3 | 7.1 |
| Lease payments | 2.6 | 2.8 | 3.1 |
| Allocated overhead | 6.4 | 5.9 | 4.9 |
| **Subtotal Southern Timber** | $48.4 | $46.5 | $39.3 |
| Pacific Northwest Timber |  |  |  |
| Reforestation, silviculture and other capital expenditures | 8.1 | 10.9 | 10.5 |
| Property taxes | 0.5 | 0.9 | 1.1 |
| Allocated overhead | 4.7 | 5.6 | 5.2 |
| **Subtotal Pacific Northwest Timber** | $13.3 | $17.4 | $16.8 |
| New Zealand Timber |  |  |  |
| Reforestation, silviculture and other capital expenditures | 8.7 | 8.6 | 10.9 |
| Property taxes | 0.8 | 0.8 | 0.8 |
| Lease payments | 5.5 | 4.5 | 4.4 |
| Allocated overhead | 2.7 | 2.8 | 2.4 |
| **Subtotal New Zealand Timber** | $17.7 | $16.7 | $18.5 |
| **Total Timber Segments Capital Expenditures** | $79.4 | $80.5 | $74.5 |
| Real Estate | 0.3 | 0.3 | 0.3 |
| Corporate | — | 0.6 | — |
| **Total Capital Expenditures** | $79.8 | $81.4 | $74.8 |
| **Timberland Acquisitions** |  |  |  |
| Southern Timber | $22.8 | $10.5 | $457.8 |
| Pacific Northwest Timber | — | 3.6 | — |
| New Zealand Timber | — | — | 0.7 |
| **Total Timberland Acquisitions** | $22.8 | $14.1 | $458.5 |
| **Real Estate Development Investments (a)** | $25.8 | $23.1 | $13.7 |

(a) 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.

### RESULTS OF OPERATIONS, 2024 VERSUS 2023

(millions of dollars)

The following tables summarize sales, operating income (loss) and Adjusted EBITDA variances for 2024 versus 2023:

| Sales | Southern Timber |  | Pacific Northwest Timber |  | New Zealand Timber |  | Real Estate |  | Trading | Elim. | Total |
| --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | ---: | ---: |
| **2023** | $264.1 |  | $124.1 |  | $235.5 |  | $390.0 |  | $43.7 | ($0.5) | $1,056.9 |
| Volume | (11.4) |  | (3.7) |  | 0.9 |  | (14.3) |  | (12.5) | — | (41.0) |
| Price | (7.0) |  | (1.1) |  | (7.9) |  | 11.6 |  | (1.2) | — | (5.6) |
| Non-timber sales (a) | 13.5 |  | (0.7) |  | (0.9) |  | — |  | (0.3) | — | 11.6 |
| Foreign exchange (b) | — |  | — |  | (0.6) |  | — |  | — | — | (0.6) |
| Other | (8.8) | (c) | (17.8) | (c) | 11.6 | (d) | 256.5 | (e) | (0.1) | 0.3 | 241.7 |
| **2024** | $250.4 |  | $100.8 |  | $238.6 |  | $643.8 |  | $29.6 | ($0.2) | $1,263.0 |

(a) For the Southern Timber segment, includes sales from carbon capture and storage ("CCS") and solar energy contracts. For the Pacific Northwest Timber segment, includes Conservation Easement sales for habitat protection in Q2 2023. For the New Zealand Timber segment, includes carbon credit sales.

(b) Net of currency hedging impact.

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

(d) Includes variance due to domestic versus export sales.

(e) Includes a $252.8 million increase in Large Dispositions as well as deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to Conservation Easement sales and residential and commercial lease revenue.

| Operating Income (Loss) | Southern Timber | Pacific Northwest Timber | New Zealand Timber |  | Real Estate |  | Trading | Corporate and Other |  | Total |
| --- | ---: | ---: | ---: | --- | ---: | --- | ---: | ---: | --- | ---: |
| **2023** | $76.3 | ($9.0) | $26.0 |  | $156.6 |  | $0.5 | ($39.1) |  | $211.3 |
| Volume | (5.8) | (0.5) | 0.2 |  | (9.3) |  | — | — |  | (15.4) |
| Price (a) | (7.0) | (1.1) | (7.9) |  | 11.6 |  | — | — |  | (4.4) |
| Cost | 0.1 | 2.1 | 1.1 |  | 9.0 |  | (0.6) | (1.0) |  | 10.7 |
| Non-timber income (b) | 13.2 | (0.7) | 0.1 |  | — |  | — | — |  | 12.6 |
| Foreign exchange (c) | — | — | 10.4 |  | — |  | — | — |  | 10.4 |
| Depreciation, depletion & amortization | 1.1 | 2.9 | 1.3 |  | 3.0 |  | — | (0.1) |  | 8.2 |
| Non-cash cost of land and improved development | — | — | — |  | (17.4) |  | — | — |  | (17.4) |
| Other | — | — | 2.3 | (d) | 186.9 | (e) | — | (2.7) | (f) | 186.5 |
| **2024** | $77.9 | ($6.3) | $33.5 |  | $340.4 |  | ($0.1) | ($42.9) |  | $402.5 |

(a) For Timber segments, price reflects net stumpage realizations (i.e. net of cut and haul 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. For the Pacific Northwest Timber segment, includes Conservation Easement sales for habitat protection in Q2 2023. For the New Zealand Timber segment, includes income from carbon credit sales.

(c) Net of currency hedging impact.

(d) Includes $2.3 million of timber write-offs resulting from casualty events in the prior year.

(e) Includes a $186.0 million increase in operating income from Large Dispositions in the current year as well as deferred revenue adjustments, builder price participation and marketing fees related Improved Development sales in addition to Conservation Easement sales and residential and commercial lease revenue.

(f) Includes $1.6 million of costs related to disposition initiatives and $1.1 million of restructuring charges.

| Adjusted EBITDA (a) | Southern Timber | Pacific Northwest Timber | New Zealand Timber | Real Estate | Trading | Corporate and Other | Total |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| **2023** | $156.2 | $27.9 | $50.0 | $99.3 | $0.5 | ($37.4) | $296.5 |
| Volume | (11.2) | (2.8) | 0.3 | (14.3) | — | — | (28.0) |
| Price (b) | (7.0) | (1.1) | (7.9) | 11.6 | — | — | (4.4) |
| Cost | 0.1 | 2.1 | 1.1 | 9.0 | (0.6) | (1.0) | 10.7 |
| Non-timber income (c) | 13.2 | (0.7) | 0.1 | — | — | — | 12.6 |
| Foreign exchange (d) | — | — | 10.2 | — | — | — | 10.2 |
| Other (e) | — | — | — | 1.2 | — | — | 1.2 |
| **2024** | $151.3 | $25.4 | $53.8 | $106.8 | ($0.1) | ($38.4) | $298.8 |

(a) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 — Performance and Liquidity Indicators.

(b) For Timber segments, price reflects net stumpage realizations (i.e. net of cut and haul 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. For the Pacific Northwest Timber segment, includes Conservation Easement sales for habitat protection in Q2 2023. For the New Zealand Timber segment, includes income from carbon credit sales.

(d) Net of currency hedging impact.

(e) Real Estate includes deferred revenue adjustments, builder price participation and marketing fees related to Improved Development sales in addition to Conservation Easement sales and residential and commercial lease revenue.

#### SOUTHERN TIMBER

Full-year sales of $250.4 million decreased $13.7 million, or 5%, versus the prior year. Harvest volumes decreased 7% to 6.81 million tons versus 7.31 million tons in the prior year, primarily driven by wet ground conditions that constrained production, softer demand from lumber mills, and the impact of the Large Disposition completed in the fourth quarter. Average pine sawtimber stumpage realizations decreased 4% to $28.41 per ton versus $29.64 per ton in the prior year, while average pine pulpwood stumpage realizations increased 1% to $16.89 per ton versus $16.78 per ton in the prior year. The decrease in average pine sawtimber prices was primarily due to softer demand from sawmills, an unfavorable geographic mix, and the impact of salvage volume. The increase in average pine pulpwood prices was primarily driven by improved demand from pulp mills. Overall, weighted-average stumpage realizations (including hardwood) decreased 5% to $21.46 per ton versus $22.49 per ton in the prior year.

Operating income of $77.9 million increased $1.6 million versus the prior year due to higher non-timber income ($13.2 million), lower depletion rates ($1.1 million) and lower costs ($0.1 million), partially offset by lower net stumpage realizations ($7.0 million) and lower volumes ($5.8 million). Full-year Adjusted EBITDA of $151.3 million was $4.9 million below the prior year.

#### PACIFIC NORTHWEST TIMBER

Full-year sales of $100.8 million decreased $23.4 million, or 19%, versus the prior year. Harvest volumes decreased 7% to 1.22 million tons versus 1.31 million tons in the prior year, primarily due to the Large Dispositions completed in the region. Average delivered prices for domestic sawtimber decreased 8% to $89.79 per ton versus $97.71 per ton in the prior year due to a combination of weaker demand from domestic lumber mills, reduced export market tension, and an unfavorable species mix. Average delivered pulpwood prices decreased 23% to $29.88 per ton versus $38.78 per ton in the prior year due to softer mill demand in the region.

An operating loss of $6.3 million versus an operating loss of $9.0 million in the prior year was driven by lower depletion rates ($2.9 million) and lower costs ($2.1 million), partially offset by lower net stumpage realizations ($1.1 million), lower non-timber income ($0.7 million), and lower volumes ($0.5 million). Full-year Adjusted EBITDA of $25.4 million was $2.6 million below the prior year.

#### NEW ZEALAND TIMBER

Full-year sales of $238.6 million increased $3.1 million, or 1%, versus the prior year. Harvest volumes increased to 2.49 million tons versus 2.48 million tons in the prior year. Average delivered prices for export sawtimber increased 3% to $105.86 per ton versus $102.39 per ton in the prior year, as higher shipping costs were partially passed on to export customers through increased prices. Average delivered prices for domestic sawtimber of $66.05 per ton remained relatively consistent versus $66.31 per ton in the prior year.

Operating income of $33.5 million increased $7.4 million versus the prior year due to favorable foreign exchange impacts ($10.4 million), the prior year write-off of timber basis due to a tropical cyclone event ($2.3 million), lower depletion rates ($1.3 million), lower costs ($1.1 million), higher volumes ($0.2 million), and higher non-timber / carbon credit income ($0.1 million), partially offset by lower net stumpage realizations ($7.9 million). Full-year Adjusted EBITDA of $53.8 million was $3.8 million above the prior year.

#### REAL ESTATE

Full-year sales of $643.8 million increased $253.8 million versus the prior year, while operating income of $340.4 million increased $183.8 million versus the prior year. Sales and operating income in the current year included $495.0 million and $291.1 million, respectively, from Large Dispositions. Prior year sales and operating income included $242.2 million and $105.1 million, respectively, from Large Dispositions. Sales increased primarily due to significantly higher volumes (226,731 acres sold versus 85,618 acres sold in the prior year), partially offset by lower weighted average prices ($2,766 per acre versus $4,392 per acre in the prior year). Full-year Adjusted EBITDA of $106.8 million was $7.5 million above the prior year.

#### TRADING

Full-year sales of $29.6 million decreased $14.1 million versus the prior year due to lower volumes and prices. Sales volumes decreased 30% to 265,000 tons versus 378,000 tons in the prior year. Operating income and Adjusted EBITDA decreased $0.6 million versus the prior year.

#### CORPORATE AND OTHER EXPENSE / ELIMINATIONS

Full-year corporate and other operating expense of $42.9 million increased $3.8 million versus the prior year, primarily due to $1.6 million of costs related to disposition initiatives and $1.1 million of restructuring charges, as well as higher compensation and benefit related expenses. The restructuring charges were related to a workforce optimization initiative designed to reduce overhead costs following the disposition of approximately 255,000 acres of timberlands in connection with our Initiatives to Enhance Shareholder Value.

#### INTEREST EXPENSE, NET

Full-year interest expense of $36.9 million decreased $11.4 million versus the prior year, primarily due to lower average outstanding debt and the gain from a terminated cash flow hedge.

#### INTEREST AND OTHER MISCELLANEOUS INCOME, NET

Full-year interest and other miscellaneous income of $10.4 million decreased $10.2 million versus the prior year. The decrease versus the prior year is primarily due to lower net recoveries associated with legal settlements ($12.7 million) and higher pension settlement charges ($4.0 million), partially offset by higher interest income ($6.8 million) due to higher cash on hand as a result of the completed Large Dispositions.

#### INCOME TAX EXPENSE

Full-year income tax expense of $7.0 million increased $1.9 million versus the prior year as a result of higher taxable income, partially offset by a $1.2 million tax benefit associated with the pension termination and settlement. The New Zealand subsidiary is the primary driver of income tax expense.

#### SHARE REPURCHASES

During the fourth quarter, the Company repurchased 488,017 shares at an average price of $30.10 per share, or $14.7 million in total. In December, the Company announced a new $300 million share repurchase authorization, replacing our previous $100 million share repurchase authorization.

### RESULTS OF OPERATIONS, 2023 VERSUS 2022

Refer to Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section contained in our Annual Report on Form 10-K for the year ended December 31, 2023 for the results of operations discussion for the fiscal year ended December 31, 2023 compared to the fiscal year ended December 31, 2022.

### OUTLOOK FOR 2025

In 2025, we expect to achieve full-year harvest volumes in our Southern Timber segment of 6.9 to 7.1 million tons—a modest increase in harvest volumes versus the prior year, primarily due to the carryover of some planned 2024 volume into 2025, partially offset by reduced volume from the recent disposition in Oklahoma. Further, while we expect pine stumpage realizations to trend higher as the year progresses, we anticipate that full-year realizations will be slightly lower versus the prior year, due in part to the continued impact of salvage volume on the market. Lastly, we expect slightly lower non-timber income for full-year 2025 as compared to the prior year, which benefited from significant pipeline easement activity.

In our Pacific Northwest Timber segment, we expect to achieve full-year harvest volumes of approximately 0.9 million tons, which reflects the reduction in our Pacific Northwest sustainable yield resulting from the recent dispositions in Washington. Further, we expect that full-year weighted average log pricing will increase modestly versus the prior year as a result of improving demand conditions.

In our New Zealand Timber segment, we expect full-year harvest volumes of 2.5 to 2.7 million tons. We expect that full-year domestic and export sawtimber pricing will improve modestly relative to the full-year pricing achieved in 2024 as supply-demand fundamentals continue to improve. We further anticipate a modest increase in carbon credit sales in 2025, as pricing appears to have stabilized following a period of unusual market volatility.

In our Real Estate segment, we are encouraged by the continued strong demand and value realizations for our HBU properties, and we expect another solid year in both our rural land sales program as well as our improved development projects based on our current pipeline of transactions. However, similar to 2024, we anticipate very light closing activity in the first quarter.

Our 2025 outlook is subject to a number of variables and uncertainties, including those discussed at Item 1A — Risk Factors.

### LIQUIDITY AND CAPITAL RESOURCES

Our principal source of cash is cash flow from operations, primarily the harvesting of timber and sales of real estate. As a REIT, 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. Our operations have generally produced consistent cash flow and required limited capital resources; however, acquisitions of timberlands generally require funding from external sources or Large Dispositions.

### STRATEGY

We continuously evaluate our capital structure. Our strategy is to maintain a weighted-average cost of capital competitive with other timberland REITs and TIMOs, while maintaining an investment grade debt rating as well as retaining the flexibility to actively pursue capital allocation opportunities as they become available. Overall, we believe we have adequate liquidity and sources of capital to run our businesses efficiently and effectively and to maximize the value of our timberland and real estate assets under management.

On November 1, 2023, we announced an asset disposition and capital structure realignment plan (the “Plan”) targeting $1 billion of select asset sales to reduce our leverage to ≤3.0x Net Debt / Adjusted EBITDA and return capital to share and unit holders. Since the announcement, we have closed on approximately $737 million of timberland dispositions and have reduced Net Debt / Adjusted EBITDA to 2.6x, while also returning capital to share and unit holders in the form of special cash dividends and share repurchases. We believe we remain on-track to achieve the remainder of the $1 billion disposition target as planned.

While we currently anticipate to execute the remainder of Plan as announced, facts and circumstances could change in the future, which may change our strategy or preclude us from executing the Plan as intended. See Item 1A — Risk Factors in this Annual Report on Form 10-K for additional information.

### CREDIT RATINGS

Both our ability to obtain financing and the related costs of borrowing are affected by our credit ratings, which are periodically reviewed by the rating agencies. As of December 31, 2024, our credit ratings from S&P and Moody’s were “BBB-” and “Baa3,” respectively, with both agencies listing our outlook as “Stable.”

### SUMMARY OF LIQUIDITY AND FINANCING COMMITMENTS

*(in millions of dollars)*

|  | As of December 31, 2024 | 2023 | 2022 |
| --- | ---: | ---: | ---: |
| Cash and cash equivalents | $323.2 | $207.7 | $114.3 |
| Total debt (a) | 1,114.8 | 1,372.7 | 1,523.1 |
| Noncontrolling interests in the Operating Partnership | 51.8 | 81.7 | 105.8 |
| Shareholders’ equity | 1,780.5 | 1,877.6 | 1,880.7 |
| Net Income Attributable to Rayonier Inc. | 359.1 | 173.5 | 107.1 |
| Adjusted EBITDA (b) | 298.8 | 296.5 | 314.2 |
| Total capitalization (total debt plus permanent and temporary equity) | 2,947.1 | 3,332.0 | 3,509.6 |
| Debt to capital ratio | 38% | 41% | 43% |
| Debt to Adjusted EBITDA (b) | 3.7 | 4.6 | 4.8 |
| Net debt to Adjusted EBITDA (b)(c) | 2.6 | 3.9 | 4.5 |
| Net debt to enterprise value (c)(d) | 17% | 19% | 22% |

(a) Total debt as of December 31, 2024, 2023 and 2022 reflects the principal on long-term debt, net of fair market value adjustments and gross of deferred financing costs and unamortized discounts of $5.6 million, $6.9 million and $8.4 million, respectively.

(b) For a reconciliation of Adjusted EBITDA to net income see Item 7 — Performance and Liquidity Indicators.

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

(d) Enterprise value based on market capitalization (including Rayonier, L.P. “OP” units) plus net debt based on Rayonier’s share price of $26.10, $33.41, and $32.96 as of December 31, 2024, 2023 and 2022, respectively.

#### AT-THE-MARKET (“ATM”) EQUITY OFFERING PROGRAM

On November 4, 2022, we entered into a new distribution agreement with a group of sales agents through which we may sell common shares, from time to time, having an aggregate sales price of up to $300 million (the “2022 ATM Program”). As of December 31, 2024, $269.7 million remains available for issuance under the 2022 ATM Program.

The following table outlines common share issuances pursuant to our ATM program (dollars in millions):

|  | Year Ended December 31, 2024 | 2023 |
| --- | ---: | ---: |
| Common shares issued under the ATM program | — | 400 |
| Average price of common shares issued under the ATM program | — | $34.03 |

### CASH FLOWS

The following table summarizes our cash flows from operating, investing and financing activities for each of the three years ended December 31 (in millions of dollars):

| Total cash provided by (used for): | 2024 | 2023 | 2022 |
| --- | ---: | ---: | ---: |
| Operating activities | $261.6 | $298.4 | $269.2 |
| Investing activities | 354.0 | 124.1 | (516.4) |
| Financing activities | (479.4) | (328.9) | (4.6) |
| Effect of exchange rate changes on cash | (1.4) | (0.6) | (1.9) |
| Change in cash, cash equivalents and restricted cash | $134.8 | $93.0 | ($253.7) |

#### CASH PROVIDED BY OPERATING ACTIVITIES

Cash provided by operating activities decreased $36.8 million versus the prior year primarily due to changes in working capital and lower net recoveries on legal settlements.

#### CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES

Cash provided by investing activities increased $229.9 million versus the prior year primarily due to higher proceeds from Large Dispositions ($244.9 million) and lower capital expenditures ($1.7 million), partially offset by higher cash used for timberland acquisitions ($8.7 million), higher real estate development investments ($2.7 million), and other investing activities ($5.2 million).

#### CASH USED FOR FINANCING ACTIVITIES

Cash used for financing activities increased $150.5 million from the prior year due to higher debt repayments ($100.0 million), higher dividends paid on common shares ($30.6 million), increases in share repurchases ($14.6 million), higher distributions to noncontrolling interests in consolidated affiliates ($5.4 million), and lower proceeds from the issuance of common shares under the incentive stock plan ($0.1 million), partially offset by lower distributions to noncontrolling interests in the Operating Partnership ($0.2 million), and lower costs associated with the issuance of common shares under the ATM Program ($0.1 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, timberland acquisitions, dividends on Rayonier Inc. common shares and distributions on Rayonier, L.P. units, distributions to noncontrolling interests, 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) 2025 | Total 2026-2027 | Payments Due by Period 2028-2029 | Thereafter |  |  |
| --- | ---: | ---: | ---: | ---: | ---: |
| Long-term debt (a) | $1,095.4 | — | $245.4 | $400.0 | $450.0 |
| Current maturities of long-term debt | 19.4 | 19.4 | — | — | — |
| Interest payments on long-term debt (b) | 197.7 | 52.9 | 80.8 | 45.4 | 18.6 |
| Operating leases — timberland (c) | 174.5 | 7.8 | 14.2 | 13.6 | 138.9 |
| Operating leases — PP&E, offices (c) | 4.7 | 1.0 | 1.1 | 0.8 | 1.8 |
| Commitments — real estate projects | 60.5 | 25.7 | 17.2 | 10.1 | 7.5 |
| Commitments — derivatives (d) | 6.8 | 3.8 | 3.0 | — | — |
| Commitments — environmental remediation (e) | 7.9 | 4.3 | 1.2 | 0.5 | 1.9 |
| Commitments — other (f) | 2.8 | 1.3 | 1.0 | 0.1 | 0.4 |
| Total | $1,569.7 | $116.2 | $363.9 | $470.5 | $619.1 |

(a) The book value of long-term debt, net of deferred financing costs and unamortized discounts, is currently recorded at $1,089.8 million on our Consolidated Balance Sheets, but upon maturity the liability will be $1,095.4 million. See Note 7 — Debt for additional information.

(b) Projected interest payments for variable-rate debt were calculated based on outstanding principal amounts and interest rates as of December 31, 2024 and excludes the impact of hedging.

(c) Excludes anticipated renewal options.

(d) Commitments — derivatives represent payments expected to be made on derivative financial instruments (foreign exchange contracts). See Note 8 — Derivative Financial Instruments and Hedging Activities for additional information.

(e) Commitments — environmental remediation represents our estimate of potential liability associated with environmental contamination and Natural Resource Damages in Port Gamble, Washington. See Note 12 — Environmental and Natural Resource Damage Liabilities for additional information.

(f) Commitments — other includes other purchase obligations.

We expect to fund future uses of cash with a combination of existing cash balances, cash generated by operating activities, the remaining issuances available under the Company’s ATM Program, Large Dispositions and the use of our revolving credit facilities. We believe we have sufficient sources of funding to meet our business requirements for the next 12 months and in the longer term.

### EXPECTED 2025 EXPENDITURES

Capital expenditures in 2025 are forecasted to be between $72 million and $77 million, excluding any strategic timberland acquisitions we may make. Capital expenditures are expected to primarily consist of seedling planting, fertilization and other silvicultural activities, property taxes, lease payments, allocated overhead and other capitalized costs. Aside from capital expenditures, we may also acquire timberland as we actively evaluate acquisition opportunities.

Real estate development investments in 2025 are expected to be between $28 million and $32 million, net of reimbursements from community development bonds. Expected real estate development investments are primarily related to Wildlight, our mixed-use community development project located north of Jacksonville, Florida and Heartwood, our mixed-use development project located in Richmond Hill just south of Savannah, Georgia.

Our 2025 dividend payments on Rayonier Inc. common shares and distributions to Rayonier, L.P. unitholders are expected to be approximately $171.2 million and $2.3 million, respectively. These estimates exclude the additional dividend and distribution paid January 30, 2025, to shareholders of record on December 12, 2024. They assume no change in the quarterly dividend rate of $0.2725 per share or unit announced on February 5, 2025, and no material changes in outstanding common shares or partnership units. See the subsequent events section of Note 1 — Summary of Significant Accounting Policies for additional information regarding our quarterly dividend and distribution rate.

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

Cash income tax payments in 2025 are expected to be between $6 million and $9 million, primarily due to the New Zealand subsidiary.

### 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, and collateral for outstanding claims under our previous workers’ compensation self-insurance programs. 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. 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 13 — Guarantees for additional information on the letters of credit and surety bonds as of December 31, 2024.

### 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”). Rayonier TRS Holdings Inc., together with Rayonier Inc. and Rayonier Operating Company LLC agreed to irrevocably, fully and unconditionally guarantee jointly and severally, the obligations of Rayonier, L.P. in regards to the Senior Notes due 2031. As a general partner of Rayonier, L.P., Rayonier Inc. consolidates Rayonier, L.P. and has no material assets or liabilities other than its interest in Rayonier, L.P. These notes are unsecured and unsubordinated and will rank equally with all other unsecured and unsubordinated indebtedness from time to time outstanding.

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, which have been excluded in the table below to eliminate intercompany transactions between the issuer and guarantors and to exclude investments in non-guarantors. As a result, our ability to make required payments on the notes depends on the performance of our operating subsidiaries and their ability to distribute funds to us. There are no material restrictions on dividends from the operating subsidiaries.

The following table contains the summarized balance sheet information for the consolidated obligor group of debt issued by Rayonier, L.P. for the two years ended December 31:

*(in millions)*

|  | December 31, 2024 | December 31, 2023 |
| --- | ---: | ---: |
| Current assets | $311.9 | $197.5 |
| Non-current assets | 93.1 | 98.8 |
| Current liabilities | 293.8 | 60.0 |
| Non-current liabilities | 2,341.5 | 2,181.6 |
| Due to non-guarantors | 1,273.3 | 861.5 |

The following table contains the summarized results of operations information for the consolidated obligor group of debt issued by Rayonier, L.P. for the two years ended December 31:

*(in millions)*

|  | December 31, 2024 | December 31, 2023 |
| --- | ---: | ---: |
| Cost and expenses | ($35.4) | ($32.3) |
| Operating loss | (35.4) | (32.3) |
| Net loss | (60.2) | (70.5) |
| Revenue from non-guarantors | 1,263.0 | 1,108.9 |

### LIQUIDITY FACILITIES

See Note 7 — Debt for information on liquidity facilities and other outstanding debt, as well as for information on covenants that must be met in connection with our Senior Notes due 2031, 2015 Term Loan Agreement, 2016 Incremental Term Loan Agreement, 2021 Incremental Term Loan Agreement and Revolving Credit Facility.

### RESTRICTED CASH

See Note 21 — Restricted Cash for further information regarding the 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”), which are both non-GAAP financial measures used to supplement Rayonier’s financial statements presented in accordance with GAAP. These measures are not defined by GAAP and the discussion of Adjusted EBITDA and CAD is not intended to conflict with or change any of the GAAP disclosures described above. Management considers these measures to be important to estimate the enterprise and shareholder values of the Company as a whole and of its core segments, and for allocating capital resources. In addition, analysts, investors and creditors use these measures when analyzing our operating performance, financial condition and cash generating ability. Management uses Adjusted EBITDA as a performance measure and CAD as a liquidity measure. Adjusted EBITDA and CAD as defined may not be comparable to similarly titled measures reported by other companies. These non-GAAP measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP.

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. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and improved development, non-operating income and expense, costs related to disposition initiatives, restructuring charges, timber write-offs resulting from casualty events, gain associated with the multi-family apartment complex sale attributable to noncontrolling interests and Large Dispositions.

We reconcile Adjusted EBITDA to Net Income for the consolidated Company and to Operating Income (Loss) for the segments, as those are the most comparable GAAP measures for each. The following table provides a reconciliation of Net Income to Adjusted EBITDA for the three years ended December 31 (in millions of dollars):

| Net Income to Adjusted EBITDA Reconciliation | 2024 | 2023 | 2022 |
| --- | ---: | ---: | ---: |
| Net Income | $369.0 | $178.5 | $122.8 |
| Interest, net and miscellaneous income (a) | 27.8 | 45.9 | 33.2 |
| Income tax expense (b) | 7.0 | 5.1 | 9.4 |
| Depreciation, depletion and amortization | 140.2 | 158.2 | 147.3 |
| Non-cash cost of land and improved development | 44.4 | 29.8 | 28.4 |
| Non-operating (income) expense (c) | (1.3) | (18.3) | 0.4 |
| Costs related to disposition initiatives (d) | 1.6 | — | — |
| Restructuring charges (e) | 1.1 | — | — |
| Timber write-offs resulting from casualty events (f) | — | 2.3 | 0.7 |
| Gain associated with the multi-family apartment complex sale attributable to NCI (g) | — | — | (11.5) |
| Large Dispositions (h) | (291.1) | (105.1) | (16.6) |
| Adjusted EBITDA | $298.8 | $296.5 | $314.2 |

(a) The year ended December 31, 2024 includes a $1.6 million gain from a terminated cash flow hedge.

(b) The year ended December 31, 2024 includes a $1.2 million income tax benefit related to the pension settlement.

(c) The year ended December 31, 2024 includes $8.0 million of net recoveries associated with legal settlements, which is partially offset by $6.0 million of pension settlement charges. The year ended December 31, 2023 includes $20.7 million of net recoveries associated with legal settlements, which is partially offset by $2.0 million of pension settlement charges.

(d) Costs related to disposition initiatives include legal, advisory, and other due diligence costs incurred in connection with the Company’s asset disposition plan, which was announced in November 2023.

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

(f) 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.

(g) Gain associated with the multi-family apartment complex sale attributable to noncontrolling interests represents the gain recognized in connection with the sale of property by the Bainbridge Landing joint venture attributable to noncontrolling interests.

(h) Large Dispositions are defined as transactions involving the sale of productive timberland assets that exceed $20 million in size and do not reflect a demonstrable premium relative to timberland value.

The following tables provide a reconciliation of Operating Income (Loss) by segment to Adjusted EBITDA by segment for the three years ended December 31 (in millions of dollars):

| 2024 | Southern Timber | Pacific Northwest Timber | New Zealand Timber | Real Estate | Trading | Corporate and Other | Total |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Operating income (loss) | $77.9 | ($6.3) | $33.5 | $340.4 | ($0.1) | ($42.9) | $402.5 |
| Add: Costs related to disposition initiatives (a) | — | — | — | — | — | 1.6 | 1.6 |
| Add: Restructuring charges (b) | — | — | — | — | — | 1.1 | 1.1 |
| Add: Depreciation, depletion and amortization | 73.4 | 31.7 | 20.3 | 13.1 | — | 1.8 | 140.2 |
| Add: Non-cash cost of land and improved development | — | — | — | 44.4 | — | — | 44.4 |
| Less: Large Dispositions (c) | — | — | — | (291.1) | — | — | (291.1) |
| Adjusted EBITDA | $151.3 | $25.4 | $53.8 | $106.8 | ($0.1) | ($38.4) | $298.8 |
| **2023** |  |  |  |  |  |  |  |
| Operating income (loss) | $76.3 | ($9.0) | $26.0 | $156.6 | $0.5 | ($39.1) | $211.3 |
| Add: Depreciation, depletion and amortization | 80.0 | 36.9 | 21.7 | 18.0 | — | 1.7 | 158.2 |
| Add: Non-cash cost of land and improved development | — | — | — | 29.8 | — | — | 29.8 |
| Add: Timber write-offs resulting from casualty events (d) | — | — | 2.3 | — | — | — | 2.3 |
| Less: Large Dispositions (c) | — | — | — | (105.1) | — | — | (105.1) |
| Adjusted EBITDA | $156.2 | $27.9 | $50.0 | $99.3 | $0.5 | ($37.4) | $296.5 |
| **2022** |  |  |  |  |  |  |  |
| Operating income | $96.6 | $15.2 | $30.6 | $58.5 | $0.4 | ($35.5) | $165.8 |
| Add: Depreciation, depletion and amortization | 60.3 | 48.0 | 23.9 | 13.9 | — | 1.3 | 147.3 |
| Add: Non-cash cost of land and improved development | — | — | — | 28.4 | — | — | 28.4 |
| Add: Timber write-offs resulting from casualty events (d) | — | 0.7 | — | — | — | — | 0.7 |
| Less: Gain associated with the multi-family apartment complex sale attributable to NCI (e) | — | — | — | (11.5) | — | — | (11.5) |
| Less: Large Dispositions (c) | — | — | — | (16.6) | — | — | (16.6) |
| Adjusted EBITDA | $156.9 | $63.9 | $54.5 | $72.7 | $0.4 | ($34.2) | $314.2 |

(a) Costs related to disposition initiatives include legal, advisory, and other due diligence costs incurred in connection with the Company’s asset disposition plan, which was announced in November 2023.

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

(c) Large Dispositions are defined as transactions involving the sale of productive timberland assets that exceed $20 million in size and do not reflect a demonstrable premium relative to timberland value.

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

(e) Gain associated with the multi-family apartment complex sale attributable to noncontrolling interests represents the gain recognized in connection with the sale of property by the Bainbridge Landing joint venture attributable to noncontrolling interests.

Cash Available for Distribution (CAD) is a non-GAAP measure of cash generated during a period that is available for common stock dividends, distributions to Operating Partnership unitholders, distributions to noncontrolling interests, repurchase of the Company's common shares, 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, which results in the measure entitled “Adjusted CAD.” CAD and Adjusted CAD generated in any period are not necessarily indicative of the CAD that may be generated in future periods.

Below is a reconciliation of Cash Provided by Operating Activities to Adjusted CAD for the three years ended December 31 (in millions):

|  | 2024 | 2023 | 2022 |
| --- | ---: | ---: | ---: |
| Cash provided by operating activities | $261.6 | $298.4 | $269.2 |
| Capital expenditures (a) | (79.8) | (81.4) | (74.8) |
| Net recovery on legal settlements (b) | (8.0) | (20.7) | — |
| Working capital and other balance sheet changes | 9.9 | (32.4) | (2.9) |
| CAD | $183.7 | $163.9 | $191.5 |
| Mandatory debt repayments | — | — | — |
| Adjusted CAD | $183.7 | $163.9 | $191.5 |

|  |  |  |  |
| --- | ---: | ---: | ---: |
| Cash provided by (used for) investing activities | $354.0 | $124.1 | ($516.4) |
| Cash used for financing activities | ($479.4) | ($328.9) | ($4.6) |

(a) Capital expenditures exclude timberland acquisitions and real estate development investments.

(b) Reflects the net gain from litigation regarding insurance claims.

The following table provides supplemental cash flow data for the three years ended December 31 (in millions):

|  | 2024 | 2023 | 2022 |
| --- | ---: | ---: | ---: |
| Purchase of timberlands | ($22.8) | ($14.1) | ($458.5) |
| Real Estate development investments | (25.8) | (23.1) | (13.7) |
| Distributions to noncontrolling interests in consolidated affiliates | (7.1) | (1.7) | (19.4) |

55

## Market risk

As filed, 6,051 characters.

We are exposed to various market risks, including changes in interest rates, commodity prices and foreign exchange rates. Our objective is to minimize the economic impact of these market risks. We use derivatives in accordance with policies and procedures approved by the Audit Committee of the Board of Directors. Derivatives are managed by a senior executive committee whose responsibilities include 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 due to changes in SOFR. However, we use interest rate swaps to manage our exposure to interest rate movements on our term credit agreements by swapping existing and anticipated future borrowings from floating rates to fixed rates. As of December 31, 2024, we had $600 million of U.S. long-term variable rate debt outstanding on our term credit agreements.

The notional amount of outstanding interest rate swap contracts with respect to our term credit agreements at December 31, 2024 was also $600 million. The $200 million 2015 Term Loan Agreement matures in April 2028 and on August 1, 2024, three forward-starting interest rate swaps with a total notional amount of $200 million matured into active interest rate swaps and fixed $200 million of the outstanding principal over its remaining four-year term. The 2016 Incremental Term Loan Agreement and associated interest rate swaps mature in May 2026, and the 2021 Incremental Term Loan Agreement and associated interest rate swaps mature in June 2029. At this current borrowing and derivatives level, a hypothetical one-percentage point increase/decrease in interest rates would result in no corresponding increase/decrease in interest payments and expense over a 12-month period.

The fair market value of our fixed interest rate debt is also subject to interest rate risk. The estimated fair value of our fixed rate debt at December 31, 2024 was $451.6 million compared to the $514.8 million principal amount. We use interest rates of debt with similar terms and maturities to estimate the fair value of our debt. Generally, the fair market value of fixed-rate debt will increase as interest rates fall and decrease as interest rates rise. A hypothetical one-percentage point increase/decrease in prevailing interest rates at December 31, 2024 would result in a corresponding decrease/increase in the fair value of our fixed rate debt of approximately $22 million and $23 million, respectively.

We estimate the periodic effective interest rate on our U.S. long-term fixed and variable rate debt to be approximately 2.3% after consideration of interest rate swaps and estimated patronage refunds and excluding unused commitment fees on the revolving credit facility.

The following table summarizes our outstanding debt, interest rate swaps and average interest rates, by year of expected maturity and their fair values at December 31, 2024:

*(Dollars in thousands)*

| Variable rate debt: | 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | Total | Fair Value |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Principal amounts | — | $200,000 | — | $200,000 | $200,000 | — | $600,000 | $600,000 |
| Average interest rate (a)(b) | — | 6.30% | — | 6.15% | 6.20% | — | 6.21% |  |
| **Fixed rate debt:** |  |  |  |  |  |  |  |  |
| Principal amounts | $19,442 | $22,683 | $22,683 | — | — | $450,000 | $514,808 | $451,584 |
| Average interest rate (b) | 2.95% | 3.64% | 6.48% | — | — | 2.75% | 2.96% |  |
| **Interest rate swaps:** |  |  |  |  |  |  |  |  |
| Notional amount | — | $200,000 | — | $200,000 | $200,000 | — | $600,000 | $49,353 |
| Average pay rate (b) | — | 1.50% | — | 1.37% | 0.67% | — | 1.18% |  |
| Average receive rate (c) | — | 4.55% | — | 4.55% | 4.55% | — | 4.55% |  |

(a) Excludes estimated patronage refunds.

(b) Interest rates as of December 31, 2024.

(c) Average daily Simple SOFR rate as of December 31, 2024 based on a 30-day look back period.

#### Foreign Currency Exchange Rate Risk

The New Zealand subsidiary’s export sales are predominantly denominated in U.S. dollars, and therefore its cash flows are affected by fluctuations in the exchange rate between the New Zealand dollar and the U.S. dollar. This exposure is partially managed by a natural currency hedge, as ocean freight payments and shareholder distributions are also paid in U.S. dollars. We manage any excess foreign exchange exposure through the use of derivative financial instruments.

#### Foreign Exchange Exposure

At December 31, 2024, the New Zealand subsidiary had foreign currency exchange contracts with a notional amount of $128 million and foreign currency option contracts with a notional amount of $132 million outstanding related to foreign export sales. The amount hedged represents a portion of forecasted U.S. dollar denominated export timber and log trading sales proceeds over the next 36 months and next 2 months, respectively.

The following table summarizes our outstanding foreign currency exchange rate risk contracts at December 31, 2024:

*(Dollars in thousands)*

| Foreign exchange contracts to sell U.S. dollar for New Zealand dollar | 0-1 months | 1-2 months | 2-3 months | 3-6 months | 6-12 months | 12-18 months | 18-24 months | 24-36 months | Total | Fair Value |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Notional amount | $5,100 | $3,000 | $5,500 | $14,000 | $32,000 | $23,000 | $17,000 | $28,000 | $127,600 | ($6,885) |
| Average contract rate | 1.6667 | 1.6918 | 1.6636 | 1.6550 | 1.6430 | 1.6490 | 1.6771 | 1.6673 | 1.6582 |  |
| **Foreign currency option contracts to sell U.S. dollar for New Zealand dollar** |  |  |  |  |  |  |  |  |  |  |
| Notional amount | $4,000 | $4,000 | $4,000 | $14,000 | $24,000 | $22,000 | $22,000 | $38,000 | $132,000 | ($2,164) |
| Average strike price | 1.6445 | 1.6455 | 1.6463 | 1.6725 | 1.7247 | 1.6544 | 1.6871 | 1.6690 | 1.6780 |  |

57

## Controls and procedures

As filed, 3,690 characters.

#### Rayonier Inc.

#### DISCLOSURE CONTROLS AND PROCEDURES

Rayonier 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 that information required to be disclosed by the Company in reports filed under the Exchange Act, such as this Annual Report on Form 10-K, is (1) recorded, processed, summarized and reported 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 Annual Report on Form 10-K, 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 December 31, 2024.

#### CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

In the year ended December 31, 2024, based upon the evaluation required by paragraph (d) of Rule 13a-15, there were no changes in our internal control over financial reporting that would materially affect or are reasonably likely to materially affect our internal control over financial reporting.

#### 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 that information required to be disclosed by Rayonier, L.P. in reports filed under the Exchange Act, such as this Annual Report on Form 10-K, is (1) recorded, processed, summarized and reported 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 Annual Report on Form 10-K, 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 December 31, 2024.

#### CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

In the year ended December 31, 2024, based upon the evaluation required by paragraph (d) of Rule 13a-15, there were no changes in our internal control over financial reporting that would materially affect or are reasonably likely to materially affect our internal control over financial reporting.

Filed Feb 21, 2025.
Source: SEC EDGAR, the filing index for accession 0000052827-25-000018. Last ingested by Listed: Nov 6, 2026, 18:20 ET. No prices; not investment advice.