Sylvamo Corp: Form 10-K for the period ended Dec 31, 2025

OUR COMPANY

Sylvamo Corporation (the “Company” or “Sylvamo”, which may also be referred to as “we” or “us”) is a global uncoated papers company with a broad portfolio of top-tier brands and low-cost, large-scale paper mills located in and serving the most attractive geographies, including Europe, Latin America and North America, which are our business segments. We produce uncoated freesheet (“UFS”) for paper products such as cutsize and offset paper, as well as market pulp. With roots going back to 1898, we have a long history of offering premium quality papers to meet the needs of our customers and end-users. Our mills in North America and Latin America predominantly rank in the lowest quartile on global and regional UFS cost curves, and we believe our low-cost operations enable us to serve our customers with the highest quality products at attractive margins. Our industry-leading brands, known for their long-standing reputation in their respective markets for product quality and performance, allow us to maintain our long-term relationships with top-tier customers throughout economic cycles. Our international reach and strong positioning across retail, merchant and e-commerce channels optimally positions us to meet the paper needs of our end-users around the world. This also provides geographical diversification of our revenue and profits. From 2023 to 2025, on average, we generated 48% of our revenues and 28% of our Business Segment Operating Profit in Europe and Latin America. Each region in which we operate exhibits different supply and demand characteristics. Both Latin America and North America have strong profitability for the uncoated paper industry relative to other geographies. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Business Segment Results - Results of Operations for a definition of Business Segment Operating Profit.

COMPETITION

The markets in which we operate are highly competitive with well-established domestic and foreign manufacturers. For instance, in North America, the four largest manufacturers of UFS, including Sylvamo, represent approximately 80% of the total annual production capacity. As the use of electronic mediums and alternative products increases, and because paper production does not generally rely on proprietary processes, except for highly specialized papers or products, the areas into which Sylvamo sells its principal products are increasingly competitive. Furthermore, the level of competitive pressure Sylvamo may face is dependent, in part, upon exchange rates, particularly the rate between the U.S. dollar and the Euro and the U.S. dollar and the Brazilian real. Some of our competitors have shut down or converted mills or paper machines at their mills to linerboard, pulp and boxboard capacity, which reduced the supply of UFS and other printing papers.

MARKETING AND DISTRIBUTION

Sylvamo sells products directly to end users and converters, as well as through agents, resellers and paper distributors.

DESCRIPTION OF PRINCIPAL PRODUCTS

The Company’s principal products are described in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

RAW MATERIALS

Raw materials essential to our businesses include wood fiber, chemicals, water and energy. Information about our sources and the availability to us of raw materials, particularly wood, the principal raw material from which our products are made, is included in Item 1A. Risk Factors - “Increased costs or decreased availability of raw materials and energy could adversely affect our business.” and Item 7. Managements’s Discussion and Analysis of Financial Condition and Results of Operations.

HUMAN CAPITAL

In this Human Capital section and elsewhere in this Annual Report on Form 10-K, we refer in various contexts to our website and to sustainability performance reviews, other reports, policies, and other information published by us or on our website. The information on our website and in the referenced sustainability performance reviews, other reports, policies and other information, and that is otherwise connected to our website, is not incorporated by reference into this Annual Report on Form 10-K, and should not be considered part of this or any other report that we file with or furnish to the SEC.

Employees

Sylvamo’s capabilities and potential are delivered through our dedicated, talented and diverse workforce, which we believe is among the best in the industry. As of December 31, 2025, our global workforce of over 6,500 people was located approximately 25% in Europe, 49% in Latin America and 26% in North America. A portion of our workforce is represented by unions in Brazil, France, Sweden and, in the United States, at our mill in Ticonderoga, New York. We believe that our relationships with our unions are constructive.

We strive to be the employer of choice. We aim to attract, retain and develop talented employees that reflect our diverse communities and global end-users of our paper. To that end, we work to foster a safe and inclusive workplace where all employees feel safe, welcomed, valued, engaged, fairly compensated and have opportunities for professional development.

Health and Safety

Our priority is people before paper -- the health and safety of our employees, contractors and visitors to our facilities are paramount. We strive to design and operate injury-free workplaces for our employees and everyone who enters our facilities. As responsible stewards of people and their communities, we have emphasized safety at our Company and strictly complied with national regulations such as, in the United States, the Occupational Safety and Health Administration’s regulations. Based on our safety record and our comparison of it against publicly available industry safety information, we are an industry-leading company in employee safety.

We track our safety record. Information about our safety record is available on our website, sylvamo.com, and in our annual sustainability performance review. Our Sustainability Performance Review for 2024 is available on our website, sylvamo.com. We will post our Sustainability Performance Review for 2025 on our website when it is completed, which is expected in the first half of 2026.

We take precautions to protect the health and safety of our employees and comply with applicable government requirements and safety guidance in the three regions where we operate. We continue to promote safety through our “People Before Paper” program, which we first introduced in 2022. This program promotes increasing safety, especially in the manufacturing setting, by emphasizing focus on one safe task at a time and stopping work if work conditions appear unsafe. It further emphasizes mental health and overall well-being as important to increasing safety. Since we introduced the program, we have consistently worked to increase safety through initiatives developed and implemented under the program. These initiatives included ongoing communications and training, as well as our leadership’s insistence that employees put people’s safety before operations, always.

As part of our ongoing evaluation of safety performance, we undertook expanded and sustained initiatives under our safety program in 2024, continuing in 2025, to further strengthen our safety culture and outcomes. These initiatives included leadership communications emphasizing safety; regular company‑wide meetings focused on safety performance and improvement efforts; targeted safety training at our facilities addressing specific areas for improvement; safety “stand‑downs” to reinforce the expectation that employees speak up and stop work when conditions appear unsafe; recognition of employees who identify or address potential safety issues; and opportunities for employees to share safety improvements at periodic company‑wide meetings.

In addition, we continue to emphasize the importance of employees’ physical and mental health and well‑being and provide opportunities and resources to support them, including our Employee Assistance Program and other benefit resources available in all regions where we operate.

Notwithstanding our efforts to ensure a safe workplace and support the physical and mental health of our employees, we cannot guarantee that our efforts will always be successful. Success is subject to risks and uncertainties, both known and unknown, including risks noted in Item 1A. Risk Factors and elsewhere in this Annual Report on Form 10-K. A failure to keep our employees and others safe on our premises could disrupt our operations, result in losses associated with liability or potential liability to the harmed individual and to applicable governmental agencies responsible for regulation of safety, and cause us reputational harm.

Attraction and Retention

Compensation, Benefits and Talent Development

Our talent strategy focuses on attracting and retaining the best employee talent from the diverse backgrounds of the communities where we operate. We aim to foster for employees a work culture where employees from those diverse backgrounds work well together, are treated fairly, and are valued for their talents and the viewpoints that they bring to the table. We aim to provide competitive compensation and benefits, reward individual, team and company performance, provide professional development opportunities, promote employee health and well-being, and encourage engagement by showing our employees that we value their commitment to our company objectives, to each other and to their communities.

To provide our employees globally competitive and fair compensation and benefits, we periodically review, adjust and align our compensation practices with best practices around the material elements of our compensation structure.

Our employee recruiting includes developing talent through lateral and promotional moves and recruiting new talent through external and college recruiting efforts. As an example of such college recruiting efforts, in the United States, Brazil and Europe, we have programs that include internships and trainee programs to attract college hires, with a special focus on preparing early career engineers and safety professionals to be future leaders at Sylvamo. We believe that these efforts help develop a strong, talented and diverse workforce at Sylvamo.

To strengthen our recruitment and retention efforts, we recently launched Sylvamo’s Global Employee Value Proposition (“EVP”). In 2024, we conducted research engaging a large sample of our workforce, to better understand the attributes that make Sylvamo the Employer of Choice. This research surfaced five core pillars that define our EVP and reflect what our employees have said they value most: Total Rewards, Safety & Well‑being, Development, Company Performance, and Work Environment and Relationships. Beginning in 2026, we will focus on communicating and embedding these pillars in our business to enhance talent attraction and retention.

We support and encourage our employees by providing opportunities to strengthen their connection and commitment to Sylvamo and to the communities in which they work and live, as we believe that a highly engaged workforce is important to our business success. In 2024, we conducted a global employee engagement survey, which indicated that employee engagement levels are fairly high across all regions in which we operate. The survey also established a baseline against which we intend to measure and improve engagement over time, based on the most impactful business need in each location and region. With over 80 engagement action plans across our locations, our teams focused on improvements ranging from safety and well-being, employees’ connection to our strategy, collaboration, employee development and fostering a stronger “speak your mind” culture. By 2025 year-end, progress was made on nearly all of these action plans, and this will continue to be a focus for the organization. In addition, during 2025 we offered employees in our various operating regions multiple opportunities to engage with and support their communities. We share information about our employee engagement opportunities on the “Why We Care” section of our website at sylvamo.com.

We develop the capabilities of our employees through our continuous learning, development and performance management programs. We invest in their growth and development by providing a multi-dimensional approach to learning. This approach includes various learning journeys to help employees grow personally and professionally and advance within our organization, including for specific positions, for specific development targets, and for development of competencies and Sylvamo’s culture. These learning resources are intended to provide employees with the skills they need to achieve their career goals, build management skills and be leaders at Sylvamo. With tools in place to support meaningful development discussions and global development sessions and resources available, employees are encouraged to own their development.

Inclusion and Diversity

A component of our overall effort to attract and retain exceptional employee talent, supporting our objective to be the employer of choice, is to cultivate a workforce where employees from diverse backgrounds are represented, engaged and empowered to inspire innovative ideas and decisions, where employees feel welcome, included and valued, and where all employees are treated fairly.

To ensure we advance and create a more inclusive work environment, we follow a model that includes: (1) our Global I&D Council, (2) employee inclusion networks open to all employees, and (3) regional action plans. The Global I&D Council provides feedback, sponsorship and support to our inclusion and diversity strategy and helps identify and implement means for our strategy to succeed. They meet quarterly and membership includes a range of employees at various levels of leadership, who are from the regions where we operate and are of diverse races, genders and cultural backgrounds.

We believe that education is essential to strengthening an inclusive culture. We offer and encourage employees and leaders to participate in learning opportunities designed to increase awareness, foster more inclusive behaviors, and help create a workplace where everyone feels valued and respected.

Management keeps our senior leadership and board of directors aware of our I&D initiatives and progress through periodic reports. The Management Development and Compensation Committee of our board of directors is responsible for oversight of I&D matters.

Challenges and Risks

Our hiring and retention efforts are impacted by competition for the highly skilled labor needed in our industry, particularly at our mills, which makes our cost of labor high compared to industries that require less skilled labor. We have not experienced any material shortage of labor, but if the labor supply were to contract substantially in any of the regions where we operate, it could impede our ability to attract and retain employee talent and further increase our cost of labor. For more information regarding our risks relating to the labor market, see Item 1A. Risk Factors, particularly – “Our business depends on our ability to attract, retain and develop skilled employees and management.”

Our hiring and retention efforts focus on ensuring equal opportunities in hiring and promotion, enhanced by our inclusion and diversity efforts that value employees of all backgrounds and talents and that, without regard to their backgrounds, provide employees with access to the support we provide for career growth and success. There is risk, particularly in the United States, that such efforts could expose us to legal challenges relating to such efforts. There is also risk that, despite our efforts, we will not achieve our aspirational goals or adequately foster the work culture described above.

ENVIRONMENTAL AND OTHER REGULATIONS

Sylvamo is subject to a wide range of general and industry-specific laws and regulations that are complex and changing in the regions, countries, states and other jurisdictions where we operate. They include, but are not limited to, laws pertaining to: environmental, health and safety; climate change; tax; privacy and data security; antitrust; product liability; intellectual property ownership and infringement; labor and employment; anti-corruption; import, export and trade; and foreign exchange controls and foreign ownership and investment. In addition, new laws or regulations affecting our facilities are routinely passed or proposed.

We have procedures in place to stay informed about developments concerning possible new legislation and laws in the countries where we operate. We regularly assess whether such legislation or laws may have a material effect on us, our operations and financial condition.

Environmental and Climate Change Regulation

Current or proposed environmental laws (by “laws,” we also mean regulations and other governmental rules) include those governing wood harvesting, air emissions, climate change, wastewater discharges, storage, management and disposal of hazardous substances and wastes, contaminated sites, landfill operation and closure obligations, and health and safety matters. Compliance with these laws in all jurisdictions where we operate, therefore, is a significant factor in the operation of our business and may result in capital expenditures as well as additional operating costs. For example, our United States mills are in compliance with the U.S. Environmental Protection Agency’s (“EPA”) maximum achievable control technology (“MACT”) standards that require owners of specified pulp and paper process equipment and boilers to meet air emissions standards for certain substances. However, as required by the Clean Air Act, the EPA is expected to conduct a Risk and Technology Review (“RTR”) after the application of the MACT standards to determine if the standard was protective enough for human health. It is possible that such review could result in future MACT and RTR regulations that necessitate our making future capital project expenditures to comply with such regulations.

We are subject to the European Union Deforestation Regulation (“EUDR”), which has a compliance deadline of December 30, 2026. The EUDR will require companies trading in wood, cattle, cocoa, coffee, oil palm, rubber and soya, as well as products derived from these commodities such as paper, to conduct extensive diligence on the value chain to ensure the goods do not result from recent deforestation, forest degradation or breaches of local laws in order to trade such products in or from the

European Union market. We have incurred costs and devoted significant time and effort to assess how, and to prepare, to comply with the EUDR, and will continue to incur costs and devote time and effort to comply after its requirements go into effect. The EUDR may also reduce the availability of and increase the price of goods supplied to us that are subject to its rules.

Several Canadian provinces, all countries in the European Union, and some states in the United States have adopted, and more jurisdictions may adopt, extended producer responsibility, or “EPR,” laws. EPR laws assign producers of the materials covered by the laws some financial responsibility for the end-of-life management of those materials within the adopting jurisdiction. These laws can apply to various types of materials, and some of them apply to packaging and paper products. We are, or in 2026 will be, subject to EPR laws in various European countries, Canadian provinces and states in the United States, including, among others, California, Colorado, Maine, Minnesota, Maryland, Washington and Oregon, where we may be required to pay fees to manage the end-of-life cost of our products. EPR laws also may cause us to pay higher prices for the packaging and other materials that we purchase from suppliers subject to EPR laws, who may pass through to their customers some of their increased costs resulting from such laws.

Some of the foregoing and various other environmental and health and safety laws applicable to us provide for substantial fines or penalties and other civil and criminal sanctions for failure to comply. Certain environmental laws provide for strict liability and, under certain circumstances, joint and several liability; for example, for investigation and remediation of the release of hazardous substances into the environment.

We are committed to avoiding adverse impacts on the environment, including, but not limited to, by controlling emissions and discharges from our facilities and by the responsible sourcing of materials to produce our paper, both as an environmental steward and to maintain our compliance with applicable laws. However, we may encounter situations in which our operations failed to maintain full compliance with applicable requirements, or we may learn that previous owners of our property failed to comply with applicable requirements for which responsibility may be imposed on us by law (for example, if they released substances in violation of environmental laws), which could possibly lead to civil or criminal fines, fees, penalties or enforcement actions against us. These could include governmental or judicial orders that stop or interrupt our operations or that require us to take corrective measures at substantial costs, such as installation of additional pollution control equipment or environmental remediation. See Item 1A. Risk Factors – “Environmental regulations could result in significant compliance costs, operational constraints and liabilities for non-compliance.” An environmental clean-up matter in Brazil, which has been ongoing since prior to our spin-off from International Paper, and which has not had, but could have, a material financial impact on us, is described in Note 11 Commitments and Contingent Liabilities to the Consolidated Financial Statements included in Item 8 in this Annual Report on 10-K.

In 2025, we spent approximately $5.4 million, and over the course of 2026 and 2027 we expect to spend $10 to $12 million, on capital projects in the aggregate for our mills in the three regions where we operate to control environmental releases into the air and water and to assure environmentally sound management and disposal of waste. Depending on how project timelines develop, we expect to spend about $6 to $8 million of such amount in 2026.

Multiple laws have been passed in various jurisdictions addressing climate change that apply to us and may have a material impact on us.

The Paris Agreement, an international treaty on climate change, went into effect in November 2016 and continues international efforts and voluntary commitments toward reducing greenhouse gas (“GHG”) emissions. Consistent with this objective, participating countries aim to balance GHG emissions generation and sequestration in the second half of this century or, in effect, achieve net zero global GHG emissions. Although the United States has withdrawn from the Paris Agreement, our mill in New York will be subject to a newly-adopted state GHG reporting rule that will require reporting starting in June 2027 for the 2026 year, which may result in additional expense for us to monitor and report. Our two mills in Europe and our three mills in Brazil are impacted by GHG reduction commitments made by member countries under the Paris Agreement. In the EU, there is a GHG Emissions Trading System ("EU ETS"). Our Saillat and Nymolla mills are under Phase IV of the EU ETS that established a trading period ending in 2030. Until the end of such period, our Saillat mill may benefit from participation in free allocation of GHG emission allowances, but our Nymolla mill’s eligibility to participate terminated on December 31, 2025. The Saillat mill’s continued participation is subject to various factors, including potential changes to the EU ETS system. The termination of Nymolla’s eligibility to participate is not expected to have a material financial impact on us. The Paris Agreement and EU ETS may have a material impact on us depending on, among other factors, how binding the GHG emissions reduction commitments made by Paris Agreement member countries are, how market prices for GHG emissions credits evolve under applicable rules over the coming years, and the extent to which our mills are subject to requirements of member countries imposed in connection with the Paris Agreement.

In the United States, the EPA manages regulations to: (i) control GHG emissions from mobile sources by adopting transportation fuel efficiency standards; (ii) control GHG emissions from new Electric Generating Units ("EGUs"); (iii) control emissions from new oil and gas processing operations; and (iv) require reporting of GHG emissions from sources of GHG emissions greater than 25,000 tons per year. Several U.S. states have enacted or are considering legal measures to require the reduction of GHG emissions by companies and public utilities. These federal and state regulations have not had a material impact on us. We monitor proposed programs, but it is unclear what impacts, if any, future GHG rules would have on our operations. Although not required by current regulations, we aim to reduce our Scope 1, 2 and 3 GHG emissions by 35% and define a pathway to net zero emissions by 2030 against a 2019 baseline, although we cannot provide assurance that we will be successful in these efforts.

Furthermore, governments may enact additional laws to protect the environment and address climate change, which could expose us to the costs of additional compliance and the risks of potential noncompliance. Environmental and climate change regulation continues to evolve in the various countries and U.S. states where we do business. For example, some U.S. states in which we have manufacturing operations, including New York, are taking measures to reduce GHG emissions, such as by developing a cap-and-trade program. While it is likely that governmental action and legislation regarding environmental protection and climate change (including GHG emissions) will continue or increase in the future, it is not possible to predict what additional laws relating to environmental protection and climate change may be implemented, which countries, U.S. states or other jurisdictions may adopt such laws, or the extent to which such laws may impact our business; nor is it possible to predict how existing or future laws will be administered or interpreted. In addition to possible direct impacts, such as our costs of compliance and risk of penalties and corrective measures in the event of violations, future laws could impact us indirectly, such as causing us higher prices for transportation, energy and other inputs, as well as generating more protracted air permitting processes, and causing delays and higher costs to implement capital projects.

If and as regulators increase their focus on climate change and other sustainability issues, we have been, or may become, subject to new disclosure frameworks and regulations. For example, the European Parliament adopted the Corporate Sustainability Reporting Directive (“CSRD”), and EU sustainability reporting standards are being developed by the European Financial Reporting Advisory Group, with such standards to be tailored to EU policies building on and contributing to international standardization initiatives. Such reporting will apply not only to local operations in the EU, but under certain circumstances, to entire global companies that have EU operations. The CSRD will require us to begin reporting for European operations in 2027 and for the entire Company globally in 2029, with the option to voluntarily commence reporting for the entire Company earlier than 2029. Compliance with the CSRD has required and will continue to require, and compliance with any future climate disclosure regulations may require, us to incur costs and devote significant resources, time and attention by our management and other personnel. While we fully comply, or expect to fully comply, with all such regulations as they apply to us, if we fail to comply it would subject us to potential penalties and fines.

Other Regulations

Regional, national, state and local regulations apply to us in Europe, Latin America and North America that regulate the licensing and inspection of our facilities, including, in the United States, compliance with the Occupational Safety and Health Act that sets health and safety standards to protect our employees from accidents, and Department of Labor regulations that set employment practice standards for workers.

We are subject to highly complex tax laws in various countries in Europe, Latin America and North America, most notably in the countries where we have significant operations – Brazil, France, Sweden and the United States – that if violated, could result in significant fines, interest charges and costs associated with litigation. In Brazil, our business is subject to various tax proceedings, including those discussed in Note 11 Commitments and Contingent Liabilities and Note 10 Income Taxes to the Consolidated Financial Statements included in Item 8 in this Annual Report on 10-K.

Our global operations subject us to complex and evolving privacy and information security laws and regulations such as the EU General Data Protection Regulation, Brazil's Lei Geral de Proteçāo de Dados Pessoais, the California Consumer Privacy Act of 2018 and the California Privacy Rights Act. These laws require us to comply with a range of obligations regarding the handling of personal data. There are significant penalties for non-compliance including monetary fines, disruption of operations and reputational harm. Moreover, governmental authorities around the world are considering, or are in the process of implementing, new data protection regulations. We identify various risks associated with privacy and information security laws and regulations in Item 1A. Risk Factors.

Our operations around the world are subject to anti-corruption laws and regulations, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010.

For further information about the regulatory risks of our business, see Item 1A. Risk Factors – “Compliance with a broad range of complex and changing regulations could increase our costs or limit our operations, and failure to comply could result in liabilities and harm our business. ”

SUSTAINABILITY

Sylvamo remains committed to operating responsibly and sustainably, and incorporates this into our strategies and everyday processes as we seek to seize opportunities, address risks and create long-term value for our shareholders. Our commitment to sustainability spans our value chain, from the safety of our employees, to the responsible sourcing of raw materials, to using renewable energy and ensuring the recyclability of our products. Our commitment is part of our Code of Conduct and it requires us to operate as responsible stewards for our communities and the environment. We believe that operating in this manner creates healthy communities, enhances our competitive position with our customers, increases our desirability as an investment and helps engender employee pride in the Company, thereby helping us achieve our vision to be the world’s paper company: the employer, supplier and investment of choice.

Our 2024 Sustainability Performance Review (available at sylvamo.com/us/en/sustainability) illustrates our 2024 contributions to the circular, low-carbon economy, to our employees’ safety, well-being and success, and to supporting our communities. It reflects our goal to operate as a sustainable company that generates profits for our shareholders, protects the environment, and improves people’s lives. In the 2024 Sustainability Performance Review, we highlight and report on our key initiatives for achieving that goal. We plan to report on our 2025 initiatives in our 2025 Sustainability Performance Review, to be published in 2026. Our annual sustainability reporting includes disclosures aligned with the Global Reporting Initiative (“GRI”) and the Task Force On Climate Related Financial Disclosures (“TCFD”) frameworks (available at sylvamo.com/us/en/sustainability/reporting). We cannot guarantee that we will achieve our goals and initiatives described in our Sustainability Performance Reviews and in this Annual Report on Form 10-K. Our ability to achieve them is subject to risks and uncertainties both known and unknown, including various risks noted in Item 1A. Risk Factors and elsewhere in this Annual Report on Form 10-K.

Sustainable Sourcing and Forest Management

Sylvamo recognizes the environmental, social and economic values of forested landscapes. We seek to play an active role in preventing deforestation and forest degradation, promoting and increasing the use of responsibly managed forests, and meeting market demand for sustainably certified products, through our efforts described below.

In addition to our Code of Conduct, our Environmental, Health, Safety and Sustainability Policy sets forth the principles we follow to ensure the health and safety of all employees, contractors and visitors, improve our environmental impact and our stewardship of natural resources. Our Global Fiber Procurement Policy sets forth requirements for the wood we accept, including requirements intended to protect the environment and rights of indigenous peoples and local communities. Our Third Party Code of Conduct requires the parties with which we do business to comply with all laws and encourages them to reduce their impact on the environment. We make these policies available on our website.

Our operations strive to incorporate responsible forest stewardship to ensure healthy and productive forest ecosystems for generations to come. For example, we promote healthy and productive forest ecosystems by committing to source 100% of our fiber from sustainably managed forests and aiming to conserve, enhance or restore 250,000 acres of ecologically significant forestland globally by 2030. Towards this goal, we continue investing in forest restoration and enhancement in the Atlantic Forest region of Brazil and the Appalachians of the United States, through joint efforts with international and local organizations.

We maintain longstanding partnerships with several of the world’s largest and most respected environmental and conservation organizations to restore and protect forests and advance the understanding of the role of forests as natural climate solutions, including the National Fish and Wildlife Foundation, the Nature Conservancy, the World Wildlife Fund and various local environmental organizations in the communities where we live and work. We also help our suppliers with their efforts to develop actions that improve forest management and fiber procurement practices. We believe that these strategic informal partnerships are essential to achieve the scale necessary for positive long-term impact and to develop sustainable solutions that address critical regional and global forestry issues.

We support and use third-party certification of sustainable forest management through forest certification and chain-of-custody systems, and we work to continue to meet our customer’s demand for certified-fiber products. Sylvamo follows these credible certification systems: Forest Stewardship Council® (FSC®); the Sustainable Forestry Initiative® (SFI®); and the Programme for the Endorsement of Forest Certification (PEFC). In 2025, all of our fiber sourced globally complied with Forest Stewardship Council® standards, mitigating the risks of using fiber from unacceptable sources, and based on the latest figures available, approximately 50% of our sourced fiber was from forests certified to the FSC®, SFI® or PEFC Forest Management Standards. Additionally, nearly all of our owned forestland is certified to the FSC® (C101761) Forest Management Standard.

Reduction of Water Usage

Sylvamo is working to reduce our total water usage. In 2025, we assessed our water usage goals and determined to focus our efforts on creating context-based water reduction plans and focus our efforts on reducing overall water usage in our high-risk operations off of our 2019 baseline. Our mill in Tres Lagoas, Brazil, is the first in Sylvamo’s system to achieve a 25% reduction in water use against a 2019 baseline. We intend to update our progress reducing water usage at least annually on our Company website or in our Sustainability Performance Reviews.

Climate Impact and Reduction of GHGs

Sylvamo recognizes that the climate is changing. The GHGs carbon dioxide and methane trap higher amounts of heat in the atmosphere than many other atmospheric gasses and remain in the atmosphere for years; therefore, we believe it is prudent to reduce those emissions. We seek to reduce our GHG emissions by working to reduce our Scope 1, 2 and 3 emissions, and by advancing a lower-carbon economy by designing 100% reusable, recyclable or compostable papers that people depend on for education, communication and entertainment. Additionally, various jurisdictions where we operate have passed laws to address climate change that have an impact on us and our work to reduce GHG emissions, as described above in “-Environmental and Other Regulations - Environmental and Climate Change Regulation.”

We seek to achieve an incremental 35% reduction in our mills’ Scope 1, 2 and 3 GHG emissions by 2030, as compared against a 2019 baseline, and continue efforts to further decarbonize our operations by defining a pathway to net zero. Our GHG emissions reduction targets were validated by the Science Based Targets Initiative (SBTi) in April 2024 and are consistent with a well below 2 degrees Celsius scenario and the Paris Agreement. The Paris Agreement impacts our mills in Europe and Brazil, due to GHG emissions reduction commitments in accord with the Paris Agreement that have been made by the respective countries in which those mills are located. Our mills in Europe may benefit from free allocation of GHG emission allowances under the EU ETS to meet GHG emissions reduction targets, subject to various factors, including that our Nymölla mill’s eligibility to participate in allocations terminated at the end of 2025, as described in “- Environmental and Other Regulations - Environmental and Climate Change Regulation.”

Based on the most recent available data, Sylvamo’s mills generated at least 85% of the energy used in the mills from carbon-neutral biomass residuals, which minimizes the use of fossil fuels that our company would otherwise use in its operations. Our mill in Nymölla, Sweden, has EU Ecolabel and Nordic Swan Ecolabel certification, which are third party certifications of products that meet high environmental standards and, in the case of EU Ecolabel certification, contribute to the EU’s goal of climate neutrality by 2050.

Sylvamo participates in the Carbon Disclosure Project (“CDP”) questionnaires concerning climate change, forests and water, to quantify and provide transparency on our environmental practices and progress. We also participate in the EcoVadis rating platform that assesses supply chain environmental, social and ethical practices. Our responses to CDP questionnaires and our EcoVadis performance overview are published at www.sylvamo.com/us/en/sustainability (http://www.sylvamo.com/us/en/sustainability).

The long-term effects of climate change on the global economy, our industry and us are unclear, especially in view of the political significance and uncertainty around regulatory actions proposed or being taken to address climate change. Changes in climate where we, our customers and our suppliers operate could have an adverse impact on our business, results of operations, and financial condition, as could regulatory actions to address climate change. More information about risks related to climate change and climate change regulation is available in Item 1A. Risk Factors – “We are exposed to risks associated with adverse climate and weather conditions and evolving climate-related regulations, obligations and stakeholder expectations.”

Management and Board Oversight

We have several working teams that focus on sustainability matters consisting of a cross functional group of employees and commercial leaders. The teams guide the company’s sustainability and community engagement strategies and monitor and report progress. We have a Chief Sustainability Officer (“CSO”) who oversees a team of employees who report to the CSO. The CSO’s team is responsible for our global sustainability strategy and initiatives, which are intended to protect the environment and improve the lives of those we interact with, while creating profit for shareholders. Our CSO reports to our Senior Vice President, Chief Administrative and Legal Officer. Our CSO provides regular reports to our board’s Nominating and Corporate Governance Committee, which is the board committee responsible for oversight of sustainability matters, including oversight of climate-related matters.

Our sustainability efforts are carried out in all of the regions where we operate, by multiple business teams into whose responsibilities sustainability concepts have been integrated. In addition to the dedicated sustainability team of employees led by our CSO, our human resources and sourcing teams handle various aspects of sustainability programs in their respective areas. Also, designated staff at our corporate, business and facility levels help identify, prioritize and manage sustainability-related risks and opportunities, and we have a responsible operations working group made up of global manufacturing and technical experts who are focused on key operational issues related to water and GHG emissions.

AVAILABLE INFORMATION

Sylvamo’s internet address is www.sylvamo.com (http://www.sylvamo.com). We make available, free of charge, on or through our internet website, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains information that includes or is based upon forward-looking statements. Forward-looking statements forecast or state expectations concerning future events. These statements often can be identified by the fact that they do not relate strictly to historical or current facts. They typically use words such as “anticipate,” “assume,” “could,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “should,” “will” and other words and terms of similar meaning, or they are tied to future periods in connection with discussions of the Company’s performance. Some examples of forward-looking statements include those relating to our business and operating outlook, future obligations and anticipated expenditures.

Forward-looking statements are not guarantees of future performance. Any or all forward-looking statements may turn out to be incorrect, and actual results could differ materially from those expressed or implied in forward-looking statements. Forward-looking statements are based on current expectations and the current economic environment. They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors that are difficult to predict. Although it is not possible to identify all of these risks, uncertainties and other factors, the impact of the following factors, among others, on us or on our suppliers or customers, could cause our actual results to differ from those in the forward-looking statements: global or regional economic, civil, political conditions or trade developments; adverse climate and weather conditions, including risks to our forestlands and mills from drought, fires or floods; reduced demand for our products due to the cyclical nature of the paper industry, the industry-wide secular decline in paper demand, or competition from other businesses; increased costs or reduced availability of the raw materials, energy, transportation (truck, rail and ocean) and labor needed to manufacture and deliver our products; a material disruption at any of our manufacturing facilities; information technology risks including potential cybersecurity breaches affecting us or third parties with which we do business; extensive environmental, tax and other laws and regulations in Brazil, Europe, the United States and other jurisdictions to which we are subject, including our compliance costs and risk of liability and loss for violations; our reliance on a small number of customers; and the factors disclosed in Item 1A. Risk Factors, as such disclosures may be amended, supplemented or superseded from time to time by other reports we file with the U.S. Securities and Exchange Commission (the “SEC”), including subsequent annual reports on Form 10-K and quarterly reports on Form 10-Q.

We assume no obligation to update any forward-looking statements made in this Annual Report on Form 10-K to reflect subsequent events or circumstances or actual outcomes.

Our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, along with all other reports and any amendments thereto filed with or furnished to the SEC, are publicly available free of charge on the Investors section of our website at www.sylvamo.com (http://www.sylvamo.com) as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information contained on or connected to our website is not incorporated by reference into this Annual Report on Form 10-K and should not be considered part of this or any other report that we filed with or furnished to the SEC.

Sylvamo faces risks in the normal course of business and through global, regional and local events. In addition to the risks and uncertainties discussed elsewhere in this Annual Report on Form 10-K, including in Item 1. Business, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Item 1C. Cybersecurity, the following are some important risk factors that we face. The occurrence of any of the following risk factors, or of additional risks and uncertainties not presently known to us or that we currently believe to be immaterial, could cause a material adverse effect on our business, financial condition, results of operations and cash flows. In any such case, the trading price of our common stock could decline. In addition, many of these risks are interrelated and could occur under similar business and economic conditions, and the occurrence of certain of them could in turn cause the emergence or exacerbate the effects of others.

This Annual Report on Form 10-K also contains forward-looking statements and estimates that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the factors described below. See Item 1. Business - Forward-Looking Statements.

RISKS RELATING TO OUR BUSINESS

Economic, Trade, Political, Civil and Environmental Risks

Our business can be adversely affected by global or regional economic, civil, political or trade developments.

We operate in three primary regions: Europe, Latin America and North America. Five of our seven mills are located outside the United States, including three in Brazil, one in France and one in Sweden. Adverse economic, civil or political developments, whether globally or in any of these regions, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Elevated, persistent global inflation has, and could continue to, increase our operating and input costs. Our ability to increase prices to offset those costs without reducing demand is constrained. Thus, inflation has and could further negatively impact our profitability. If an economic recession were to occur, it could reduce demand for our products, lower our capacity utilization and compress margins. Furthermore, significant inflation or a recession could negatively affect industrial non-durable goods production, consumer spending, commercial printing and advertising activity, white collar employment levels, and overall consumer confidence, which also could reduce demand for our products.

Civil or political unrest, including military conflict, has the ability to disrupt the availability of, and increase the cost of, raw materials, energy, transportation and other inputs critical to our operations. Examples of conflicts and unrest that have in the past caused, and still have the potential to cause, these impacts are the war in Ukraine and armed conflicts (and related security concerns) in and near the Middle East. With respect to these specific examples, in 2025 they did not have a material adverse impact on us, but they could if they were to worsen and spread. We believe that, generally, our operations in Europe are at more risk than our operations elsewhere from the potential expansion of these conflicts, because geographic proximity to such conflicts elevates the risk of transportation network, energy and supply chain disruptions and related price increases.

Other unfavorable economic, political or civil conditions in the regions where we operate, such as strikes, lack of availability and high cost of credit, and fluctuations in the value of local currency versus the U.S. dollar, could adversely affect our costs and ability to manufacture and deliver our products to customers, obtain credit on favorable terms and maintain profit margins. Fluctuations in local currencies versus the U.S. dollar impact the translation of our results in Latin America and Europe into U.S. dollars, and, for example, in 2025 had a negative impact on our operating results.

We are exposed to risks from the imposition, expansion or removal of trade protection measures, including tariffs, anti-dumping or countervailing duties, governmental subsidies and tax incentives.

Trade policies that favor locally produced competing products, without providing comparable protection to our products, could place us at a competitive disadvantage, as could the elimination or reduction of trade protection measures that currently benefit our products. For example, our mills in Brazil have historically benefited from Brazil’s policies that favor Brazilian domestic producers. We cannot predict whether such policies will remain in effect, whether they will be modified or repealed, or whether future trade or industrial policies may adversely affect us. Any material change in these policies could reduce the competitive position or profitability of our operations in that region.

Increased trade friction between countries or disruptions to existing trade agreements have resulted, and may further result, in the imposition of protective trade measures such as tariffs. Tariffs also could disrupt the cross border flow and availability of raw materials, energy or finished goods, negatively affecting our supply chain and distribution capabilities. As of December 31, 2025, the United States has imposed tariffs on imported goods from various countries. Resulting changes in trade flows have introduced additional competing products into some countries where we sell, putting downward pressure on the pricing of our products. Also, the tariffs have increased, directly or indirectly, the costs of certain equipment and other goods that we purchase for our operations, constrained our ability to import and sell in the United States various products that we produce outside the United States, and caused, and could cause future, volatility in ocean shipping prices as demand for ocean transport increases or decreases in response to the tariffs’ impact on the volume of goods to be transported to and from affected areas. We cannot predict how long these impacts will continue or if new tariffs or other protective trade measures will be introduced in the future. Any new or increased tariffs or other protective trade measures could add to these impacts.

To offset increased costs resulting from tariffs or other protective trade measures, we may implement price increases, cost reductions and operational efficiencies, but we are limited in our ability to mitigate higher costs through price increases without decreasing demand for our products. The ultimate impact of continuing or new tariffs or other protective trade measures on our business is uncertain and depends on a number of factors, including which jurisdictions are affected by the tariffs or other measures, the scope and duration of the measures, the volume and nature of the goods affected, the extent to which we can pass any increased costs on to customers, changes in competitive dynamics resulting from the measures, and whether we obtain any competitive advantage from the measures and such advantage is sufficient to offset any higher costs we incur as a result of the measures.

We are exposed to risks associated with adverse climate and weather conditions and evolving climate-related regulations, obligations and stakeholder expectations.

Climate related physical conditions, including those typically associated with climate change, could disrupt our operations and supply chain and result in financial losses. If average temperatures increase, it may contribute to changes in weather patterns, including precipitation variability and more frequent or severe extreme weather events and natural disasters. Events such as hurricanes, tornadoes, hailstorms, wildfires, floods, droughts, heatwaves, snow, ice storms and lightening strikes could damage or destroy our facilities and other assets, interrupt operations, increase operating and repair costs and adversely affect demand for our products. If any such event were to damage infrastructure at our mills or disrupt water and energy availability, it could cause us reduced throughput, temporary shutdowns or costly repairs. For example, periodic drought conditions in Mogi Guaçu, Brazil have at times in the past reduced water flow needed for our mill operations there. In addition, our mills located near rivers are exposed to the risk of flooding that could significantly damage facilities. If severe enough, any of these types of events could result in a suspension of operations at a mill for an extended period or mill closure.

Our business relies on a steady and reliable supply of timber and other forest-based inputs. Reduced timber availability and quality and poor timber harvesting conditions can be caused by climate-related problems, such as the spread of pests or disease, increased drought, wildfires, altered growing seasons, flooding and other extreme weather. Any reduction in the availability, density or quality of virgin timber fiber could increase manufacturing costs or disrupt operations. For example, in Brazil, our owned and managed forestlands have been producing sub-optimal yields, partly due to weather events, of mature virgin fiber for our operations, and if there were additional adverse weather-related events affecting virgin timber availability in Brazil, it could further increase the costs we have been incurring to replenish trees on such forestlands (and, in the meantime, our costs to source virgin fiber from third parties). Drought conditions in Brazil in 2024 caused weather- and fire- related decreases in the supply of virgin fiber and thus inflated its cost, which inflation continued into 2025. While these events did not have a material impact in 2025, if we become unable to procure wood supplies in Brazil, or third party wood costs significantly elevate, or droughts increase in frequency or severity, then our wood fiber costs in Brazil would further increase. If adequate fiber supply could not be obtained, production at our Brazil mills could be reduced or interrupted.

Energy and fuel are critical to our manufacturing processes, our suppliers’ transportation of materials to us and our transportation of finished products to customers. Climate related disruptions of or constraints on energy and fuel sources could increase their costs, cause shortages or cause delivery disruptions. Such events could increase our manufacturing and logistics costs or require us to curtail or suspend operations.

Severe or unpredictable weather may disrupt our suppliers’ and customers’ operations, impair logistics networks, or reduce end market demand, which could increase our input costs, delay production or reduce sales volumes.

While we maintain disaster preparedness, response and business continuity plans, these measures may not fully mitigate the adverse effects of all climate-related events. Also, we may not be able to offset increased costs resulting from climate-related events through pricing or other measures. Attempts to pass such costs on to customers could reduce demand for our products and adversely affect our competitive position.

We are exposed to risks associated with climate-related regulatory developments. The introduction of carbon taxes or new or more stringent environmental regulations, such as those addressing GHG emissions, energy use or permitting requirements, could increase our compliance, monitoring, reporting or capital expenditure costs (references to “regulations” in these Risk Factors include all governmental and quasi-governmental requirements, including, without limitation, laws, rules, regulations, ordinances, governmental agency requirements and court orders). The scope, timing, and impact of future regulatory developments is uncertain and may vary by jurisdiction. See Item 1. Business – Environmental and Other Regulations for additional information. Compliance with evolving regulations could increase our administrative and compliance costs.

A public health crisis could adversely affect our operations and results.

If a public health crisis were to curtail business activities or result in the imposition of governmental restrictions on the general public or on business activities, or were to cause widespread illness among our or our customers’ or suppliers’ employees, it could, in turn, have a material adverse effect on our business, financial condition, results of operations and cash flows. For example, a public health crisis could: reduce demand for our paper as a result of school and business closures and increased remote work among the general public; disrupt operations at our mills due to employee attrition, illness, quarantines, government actions or other restrictions; and cause labor shortages, supply chain disruptions and inflation that constrain our operations and increase our costs to operate.

Industry, Competition and Customer Risks

Paper and pulp supply and demand are cyclical and fluctuate, which can result in declines in our products’ prices.

The paper and pulp industry, including the demand for products like ours, is cyclical. Historically, economic and market shifts, fluctuations in capacity and changes in foreign currency exchange rates have created cyclical changes in prices, sales volume and margins for our products. The length and magnitude of industry cycles have varied over time and by product, but generally reflect changes in macroeconomic conditions and levels of industry capacity. Also, the supply of paper and pulp products fluctuates, as changing industry conditions have and will continue to influence producers to idle or permanently close individual machines or entire mills or convert them to different products to offset a decline in demand. Any such closure by us would result in significant cash and non-cash charges. Some producers, to avoid substantial cash costs in connection with idling or closing a mill, may choose to continue operating at a loss, which could prolong weak pricing environments due to oversupply.

As a result of this cyclicality and fluctuation, prices for our products are driven by many factors outside of our control, and we have little influence over the timing and extent of price changes, which are often volatile. Our profitability with respect to our products depends significantly on managing our cost structure to the extent that we can, particularly wood fiber, chemicals, transportation and energy costs, which represent some of the largest components of our operating costs and which also can fluctuate based upon factors beyond our control. If the prices or demand for our paper or pulp products decline, or if wood fiber, chemicals, transportation or energy costs increase, or both, our business, financial condition, results of operations and cash flows could be materially adversely affected.

Demand for the types of products that we sell is in a secular decline.

We rely heavily on the sale of paper products, an industry expected to continue experiencing a secular decline in demand. This may put pressure on our future revenue, profit margin and growth opportunities. The global demand for uncoated freesheet (“UFS”) decreased at 2.1% CAGR from 2019 to 2025 (which includes the COVID-19 pandemic’s atypical impact in 2020 of a 10.2% decline year-over-year) and 1.1% CAGR from 2021 (the year we became a public company) to 2025, based on third party RISI industry data reporting as of December 2025. This secular decline in demand is due in large part to competing technologies and materials, including the increased use of e-mail, messaging and other electronic forms of communication, increased and permanent product substitution, including less print advertising, more electronic billing, more e-commerce, fewer catalogs and a reduced volume of mail. This decline can have a material adverse effect on our business, financial condition, results of operations and cash flows as the use of non-paper alternatives continues to grow. Demand for paper products is likely to decline further.

Our products face strong competition as commodities and from industry consolidation.

We operate in a competitive environment in Europe, Latin America and North America. Most of our products are commodities that are available from other producers. We believe our brand recognition and service levels impact the demand for our products, but because commodity products have few other distinguishing qualities from producer to producer, competition for these products is significantly based on price, which is determined by supply relative to demand. The overall levels of demand for the products that we manufacture, and consequently our sales and profitability, reflect fluctuations in levels of end-user demand, which depend in part on general macroeconomic conditions and competition, including from electronic substitution. Additionally, product innovations, manufacturing and operating efficiencies, and marketing, distribution and pricing strategies pursued or achieved by our competitors could reduce demand for our products and place downward pressure on our pricing.

There has been a trend toward consolidation in the paper industry. Consolidation could result in the emergence of competitors with greater resources and scale than ours, which could adversely impact our competitive position. Further, actual or speculated consolidation among competitors, or the acquisition by, or of, our third party service providers and business partners by competitors could increase the competitive pressures faced by us as customers could delay spending decisions or not purchase our products at all.

We rely significantly on a few customers and are exposed to risks associated with their financial viability and consolidations.

We rely on a small number of significant customers. If we were to lose one or more of such customers, it could have a material adverse effect on our sales and profitability. Our top ten customers represent approximately 41% of our net sales, including one customer that represents approximately 15% of our net sales; see Note 15 Financial Information by Business Segment and Geographic Area to the Consolidated Financial Statements included in Item 8 in this Annual Report on Form 10-K.

Generally, our customers are not contractually required to purchase any product minimums from us. We are exposed to the risk that our customers might purchase our products in significantly lower quantities than they have in the past. We are also exposed to risks associated with the ability of our customers to meet their financial obligations to us. The financial viability of our customers is key to maintaining our sales to those customers and their ability to pay for those sales. Any threat to the financial viability of our customers could result in the reduction, delay or cancellation of customer orders and their ability to pay their outstanding receivables with us.

In addition, consolidation among our customers could result in changes to their purchasing habits and volumes and could affect our relationship with them. If one of our competitors’ customers acquires any of our customers, we could lose that business, which could have a material adverse impact on our business and financial results if the acquired customer were one of our primary customers. Additionally, as our customers become larger and more concentrated, they could exert pricing pressure on all suppliers, including us. As a result, we could be forced to reduce the prices of our products.

Operational and Supply Chain Risks

Increased costs or decreased availability of raw materials and energy could adversely affect our business.

We rely heavily on the use of certain raw materials (principally virgin wood fiber, caustic soda, starch and water) and energy sources (principally biomass, natural gas, electricity and fuel oil) to manufacture our products. Our profitability has been, and will continue to be, affected by changes in the cost and availability of the raw materials and energy sources we use, including inflation that we experienced in 2025. Future inflation in the costs of and decreases in the availability of raw materials and energy is not within our control and could increase our costs of production and slow or stop our production.

We rely on a steady supply of quality virgin wood fiber for our products. The market price of virgin wood fiber varies based upon demand, availability, source, and the costs of labor and the fuels used in harvesting and transporting the fiber. The cost and availability of wood fiber can also be affected by weather, climate variations, natural disasters, general logging conditions, geography, human activity and regulatory activity. An example of regulatory activity that has the potential to decrease the supply of wood fiber available to us are carbon sequestration regulations. Such regulations limit the availability of forestlands for harvest and could increase our cost of wood fiber and potentially create shortages having an impact on our operations. In particular, the EUDR in the European Union, which will become effective on December 30, 2026, prevents companies trading in certain goods and products derived from such goods, such as paper, from selling those products in Europe unless they conduct extensive diligence on the value chain to ensure that the products do not result from recent deforestation, forest degradation or breaches of local regulations. The EUDR could decrease the volume of wood supplied in the European Union and increase prices there for wood generally.

Also in Europe, there is a heightened level of sensitivity in the pricing and availability of raw materials and energy from the geopolitical conflicts in Europe and in and near the Middle East. We cannot predict whether these geopolitical conflicts will cause future increases in the costs of raw materials and energy for our mills, particularly our mills in Sweden and France.

If we were to experience increases in our operating costs for any of the reasons described above, we might be unable to pass on the increases to customers. The commodity nature of our products means that supply and demand primarily determine our ability to increase our prices. Any sustained increase in the prices of raw materials and energy required for our manufacturing operations without any corresponding increase in our product pricing would reduce our operating margins and could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Disruptions at our facilities or in transportation and logistics could increase our costs and impair our ability to operate and serve customers.

Our business depends on the continuous and efficient operation of our manufacturing facilities, the reliable performance of the equipment within those facilities, and the ability to process and fill customer orders. A material disruption at our corporate headquarters or at any of our mills -- whether affecting an entire facility, operations at multiple facilities, or one or more key machines -- could interrupt production, delay product deliveries, limit our ability to meet customer demand, and reduce sales.

Our facilities or equipment could experience unexpected downtime or cease operations as a result of a variety of events. Examples are natural disasters or severe weather; disruptions to water, energy or other utility supplies; shortages of raw materials, such as wood fiber, and other critical inputs; interruptions in transportation infrastructure (including roads, bridges, railways or ports); unscheduled maintenance outages; equipment failures or damage to paper‑making or other important equipment; prolonged power outages; or information technology or operational technology system failures, including those resulting from cybersecurity incidents affecting us or third parties with whom we do business. In addition, spills or releases of chemicals or other hazardous substances, explosions or damage involving boilers or other equipment, or damage caused by third parties operating on or near our facilities could result in shutdowns, repairs or corrective or punitive regulator actions.

Disruptions may also result from other third-party events that impact us, such as failures or delays by our third‑party service providers or a business partner’s labor disputes or workforce availability issues, or regulations or governmental action applicable to our or our business partners’ businesses. The frequency, severity or duration of any such disruptions could affect our production volumes, increase operating or repair costs, cause missed deliveries or require capital expenditures to restore operations. While we maintain maintenance programs, contingency plans and insurance coverage for certain risks, these measures may not prevent all disruptions or fully offset their financial impact.

We rely on third parties for transport, including by rail, truck and ship, of materials that we purchase for our operations and products that we deliver to customers. If a transporter does not deliver materials to us in a timely manner, we could experience delays in our ability to manufacture products and be unable to meet customer demand. If a transporter does not deliver our products to customers in a timely manner, it could result in additional costs to us to remedy the untimely deliveries and a potential loss of business with affected customers. If any of our transportation providers were to cease operations or cease doing business with us, we could be unable to replace them at a reasonable cost. If the availability of transportation by rail, truck or ship were to become constrained, it could cause inflationary pressure on the prices charged by our transportation providers, increasing our costs to produce and deliver our product to customers. In 2025, transportation markets remained relatively stable and we did not experience any material increased transportation costs or disruptions, but we cannot predict whether this stability will continue. Any of the circumstances described in this paragraph could cause us increased supply chain costs, increased costs to supply customers and loss of customers.

Failures or security breaches of our information technology systems could disrupt our operations, harm our business and result in regulatory non-compliance.

Our business operations rely upon secure information technology systems for data capture, processing, storage and

reporting. Despite careful security and controls design, implementation, updating and independent third-party verification, our information technology systems could become subject to employee error or malfeasance, cyber-attacks, geopolitical events, natural disasters, failures or impairments of telecommunications networks or other catastrophic events.

Also, third parties with which we do business are potential sources of cybersecurity risks. For example, we outsource certain information technology functions that allow access to our information technology systems, which could lead to a compromise of our systems or the introduction of vulnerable or malicious code, resulting in security breaches adversely affecting us or our customers. We have in place third-party cyber risk management to reduce this risk, and many of our agreements with third parties include relevant indemnification provisions. However, we cannot guarantee that our efforts to minimize third-party cyber risk will prevent a third-party cyber incident from occurring that has a material adverse impact on us. Additionally, if we were to experience loss as a result of a third-party cyber incident, we cannot guarantee that we would be able to recover any or all of such loss under any relevant contractual indemnity.

Although in 2025 we did not experience any significant breaches of our information technology systems from cybersecurity attacks, we cannot be certain that the security measures we maintain to protect our information technology systems are able to prevent, contain or detect cyber-attacks, cyber terrorism or security breaches from known or future cyber-attacks. We expect cyber-attacks to continue to increase in sophistication and frequency for a number of reasons, including increases in technology-based products and services used by us and our customers, the growing use of mobile, cloud, and other emerging technologies such as artificial intelligence, and the increasing sophistication and activities of organized crime, hackers, terrorists, nation-states, activists and other external parties. If a cyber-attack against us successfully resulted in network, system, application or data breaches, it could cause us harm, including, but not limited to, interruption of our systems’ availability, cyber criminals’ misuse of our applications, our inability to access applications required for our operations (such that we may be delayed or unable to source materials, manufacture and ship finished goods and account for orders and deliveries), theft of our intellectual property and trade secrets, inappropriate disclosure of confidential company, employee, customer and vendor information, including disclosures in violation of laws, including privacy laws, and our contractual obligations. The loss to us could be significant, including financial losses resulting from remediating damages to our systems, loss from our inability to operate or delays in our operations, lost sales, negative publicity, litigation and government penalties. As a result, such incidents could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We have processes and controls in place to prevent, detect, respond to and mitigate potential cybersecurity breaches. Nonetheless, we could experience significant cybersecurity breaches.

For additional pertinent information, see Item 1C. Cybersecurity.

Artificial Intelligence (“AI”) is increasingly being integrated into applications and systems used by us and third parties with which we do business. The development, adoption and use of AI is in its early stages. We use only limited AI-enhanced tools at the Company, which are approved after review by our information security team. Yet, our employees could use unauthorized AI tools on our systems, notwithstanding that we require only approved software be used, and our vendors and third-party partners could incorporate AI tools into their software or systems with or without disclosing it to us. AI tools not vetted by us may not meet existing or rapidly evolving regulatory or industry standards concerning privacy and data protection, and may result in a loss of intellectual property or confidential information, resulting in fines, litigation, harm to our reputation, and diminished public perception of the effectiveness of our security measures. Additionally, unapproved AI tools that are faulty or inadequate for the use to which they are put could harm our Company systems or data. We also could incur substantial costs to address and mitigate privacy and data protection violations, to correct errors and data corruption or loss, and to resolve other resulting issues for affected third parties (for example, customers or other business partners who rely on our systems). Additionally, cyber criminals are increasingly using AI to enhance the sophistication and effectiveness of their cyber attacks, which increases our risk of cybersecurity incidents and our cost to protect ourselves against cybersecurity incidents.

Labor disputes could disrupt our operations and increase our labor and operating costs.

A portion of our workforce is represented by unions and operate under various collective bargaining agreements, including some of our employees that are represented by six unions in Brazil, three unions in France, four unions in Sweden, and a union with two branches representing the hourly employees at our mill in Ticonderoga, New York. We must negotiate to renew or extend any union contracts near or upon their expiration. We may not be able to successfully negotiate new agreements without work stoppages or labor difficulties in the future or renegotiate them on favorable terms. If we are unable to successfully or favorably renegotiate the terms of any of these agreements, or if we experience any extended interruption of operations at any of our facilities as a result of strikes or other work stoppages, this could have a material and adverse effect on our business, financial condition, results of operations and cash flows.

Our business depends on our ability to attract, retain and develop skilled employees and management.

We are led by a strong senior management team that has extensive experience in the paper industry, and we rely upon an extensive and skilled workforce. Our ability to successfully operate our business and our future growth depends, to a significant degree, on the ability to continue to attract and retain senior management with strong leadership experience and relevant knowledge and skills. There is no guarantee that we will be able to continue to attract and retain strong senior management.

Many employees at our mills are near retirement. When they retire, we will lose operators and other members of our skilled workforce with 30+ years’ experience, and many of the employees replacing them will have much less tenure. This is due to a large extent on workforce preferences; that is, employee interest in manufacturing jobs with shifts covering 24 hours, seven days per week, has declined, and employees also are more open to voluntarily leaving their positions and having multiple employers over their career than was historically the case in our industry. We provide our employees with training programs that target the skills needed for their positions, but it is difficult to replace the years of experience our retiring operators and skilled workforce possessed. Although the labor market generally is not as tight as it was a few years ago, it does remain tight for labor with the specialized technical and trade skills and experience needed for manufacturing operations at our mill locations. These factors drive up our cost of labor and, further, there is no guarantee that we will be able to attract and retain the skilled employees needed to successfully operate our business in the future.

Loss of the services of any members of our senior management team or other key or skilled employees without a suitable transition, or significant attrition in our workforce and retirements as our workforce ages combined with failure to attract and retain qualified persons to serve in those positions, could have a material adverse effect on our business and business prospects.

Legal Risks

Environmental regulations could result in significant compliance costs, operational constraints and liabilities for non-compliance.

We are subject to extensive environmental regulation (including laws, rules, regulations and other governmental requirements) in the jurisdictions in which we operate -- Europe, Latin America and North America. Such regulations govern, among other things, air emissions, water discharges, waste management, land use and remediation obligations. Environmental regulations continue to evolve, and regulatory authorities may adopt or more actively enforce environmental regulations, including those affecting air quality, water use and quality, emissions, permitting, reporting or facility operations. Compliance with existing environmental requirements, or with new or more stringent standards that may be adopted, could increase our operating and capital costs or restrict certain aspects of our manufacturing operations.

We have incurred, and expect that we will continue to incur, significant costs complying with applicable environmental regulations, including expenditures related to air and water quality, waste disposal and the cleanup of contaminated soil and groundwater.

We anticipate continued or increased activity by local, state, federal and international regulators regarding environmental matters and policies affecting our operations. Changes in regulatory frameworks or enforcement practices could require us to modify or install additional controls, make capital investments, change operating practices, obtain permits or take other required actions. In certain circumstances, compliance obligations could result in production constraints, temporary shutdowns or the curtailment of operations at facilities.

We are required to comply with multiple environmental permits in the jurisdictions where we manufacture paper, including permits imposing performance-based requirements for effluent and air emissions. For example, in the United States, federal, state and local regulations require us to routinely obtain authorizations from and comply with evolving permit terms over which governmental authorities have considerable discretion. If we cannot maintain or renew existing permits, it could materially adversely affect our business.

As the owner and operator of real property, we may be liable for investigation, cleanup, closure and other costs and damages resulting from hazardous substances on, or released from, our properties or operations, including properties that we no longer own or operate. For example, at our Mogi Guaçu mill in Brazil, we are working with environmental regulators to establish the work necessary to address historic contamination on areas owned near the mill. See Note 11 Commitments and Contingent Liabilities to the Consolidated Financial Statements included in Item 8 in this Annual Report on Form 10-K.

We are subject to sustainability regulations, such as the EUDR in the European Union, which will become effective on December 30, 2026, and EPR regulations in various European countries, Canadian provinces and states in the United States that increase our costs of operating and, if we fail to be fully compliant, could result in fines, penalties and reputational harm.

We may be subject to liabilities, fines, penalties or other enforcement actions, as well as third-party litigation, arising from alleged violations of current or future environmental regulations, permits or other regulatory requirements, including obligations relating to cleanup, remediation or other corrective actions at our facilities or sites for which we may be responsible. The cost of compliance, remediation or other corrective action, litigation or penalties associated with environmental matters could be material. The amount and timing of environmental expenditures is difficult to predict. In some cases, liability may be imposed without regard to contribution or whether we knew of or caused the environmental issue. Liability could exceed forecasted amounts or the value of the property itself. There can be no assurance that our existing reserves for specific matters will be adequate to cover our future costs.

For more information about risks related to environmental regulations and governmental requirements, see Item 1. Business – Environmental and Other Regulations.

Compliance with a broad range of complex and changing regulations could increase our costs or limit our operations, and failure to comply could result in liabilities and harm our business.

In addition to environmental regulations, our operations are subject to a wide range of other regulations and governmental requirements in the jurisdictions in which we operate, including Europe, Latin America and North America. These requirements relate to, among other areas, health and safety, labor and employment, data privacy and cybersecurity, taxation, antitrust and competition, trade and customs and other regulatory matters. Changes in these regulations, or in their interpretation or enforcement, could require us to modify certain operations and incur additional costs to maintain compliance, including costs to modify policies, processes, systems and controls, and to enhance monitoring and reporting capabilities. Regulatory authorities may also interpret applicable regulations in ways that differ from our interpretations or expectations. If our efforts to comply with existing or future regulations are deemed inadequate, we could be subject to investigations, enforcement actions, remediation obligations, fines or penalties, criminal prosecution, private litigation and restrictions on our operations.

Compliance obligations in certain regulatory areas are complex and actively evolving. For example, we are subject to data‑protection and privacy regulations in multiple jurisdictions, including the European Union’s General Data Protection Regulation (“GDPR”), Brazil’s Lei Geral de Proteção de Dados Pessoais (“LGPD”), and state‑level privacy regulations in the United States, such as the California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CCPA/CPRA”). These regulations impose requirements related to the collection, use, processing, storage, security and transfer of personal data, and provide regulators with enforcement authority that includes the ability to impose significant fines and other remedies for noncompliance. There is no assurance that our security controls over personal data, our training of employees and vendors on data privacy and data security and our policies, procedures and practices will prevent the improper disclosure of personal data in violation of current or future data protection and privacy regulations.

We are subject to income, payroll, indirect and other taxes in the jurisdictions in which we operate. These regulations are complex and subject to interpretation and change, and administrative guidance may be incomplete or applied inconsistently by taxing authorities. As a result, the application of certain tax regulations to our business is uncertain, and tax authorities may challenge our interpretations, positions or methodologies.

We are regularly subject to audits, examinations, and inquiries by tax authorities in multiple jurisdictions, particularly Brazil. Although we believe our tax positions are appropriate and are reported in accordance with applicable regulations, tax authorities could reach different conclusions. Adverse outcomes from tax audits, litigation or changes in regulation or interpretation could result in additional tax liabilities, higher effective tax rates, interest, penalties or other charges, some of which could be material. We are currently involved in ongoing tax controversy matters, including a dispute in Brazil relating to the deductibility of goodwill amortization arising from a 2007 acquisition by our Brazilian subsidiary, Sylvamo do Brasil Ltda. Assessments for the tax years 2007 through 2015 total approximately $106 million in tax and $289 million in interest, penalties and fees, which increased in 2025 due to currency fluctuations. We would share liability in this matter with our former parent, International Paper, pursuant to a tax matters agreement entered into in connection with our spin-off from International Paper in 2021 (the “Tax Matters Agreement”). Although Sylvamo do Brasil Ltda. prevailed in October 2024 in Brazilian federal court proceedings covering approximately two‑thirds of the disputed amounts, the Brazilian tax authorities have appealed the favorable ruling. The remaining one-third of the assessments is also under active challenge. A ruling at the Brazilian administrative court level in November 2025 upheld this one-third of the assessments, and Sylvamo do Brasil Ltda. filed a defense against the upheld assessments in the Brazilian federal court system in January 2026. A description of this matter is set forth in Note 10 Income Taxes to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10‑K. The outcome and timing of the Brazil Tax Dispute and other tax matters are uncertain and could extend for many years.

We maintain defined benefit pension plans for some current and former employees in the United States and United Kingdom, along with immaterial plans in certain other jurisdictions. These plans are subject to extensive and evolving regulations and regulatory interpretations. Changes in applicable pension requirements, or in how existing requirements are interpreted or enforced, could increase our compliance obligations, funding requirements or administrative costs. Developments in the United Kingdom have introduced uncertainty regarding our historical pension plan amendments. A 2024 U.K. court decision (Virgin Media Ltd v. NTL Pension Trustees II) held that certain pension plan amendments dating back to the late 1990s were invalid because statutory notification and actuarial confirmation requirements were not properly followed. As a result of this decision, U.K. pension plans generally, including our U.K. pension plan, may face the risk that historical amendments could be deemed void if required statutory processes were not properly completed or adequately documented. If one or more amendments were determined to be invalid, we could be required to reassess past benefit calculations and make backdated benefit payments to plan members. Any such outcome could result in a material increase in our U.K. pension plan liabilities and require increased contributions or additional funding. The timing, scope and financial impact on us of any required remedial actions or increased funding obligations are uncertain.

We are subject to anti‑corruption and anti‑bribery regulations in the jurisdictions in which we operate, including the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act, France’s Sapin II Act, and similar regulations in other countries. These regulations generally prohibit us and our directors, officers, employees, agents and business partners acting on our behalf from offering, promising, authorizing or providing improper payments or things of value to government officials or others for the purpose of influencing official actions, obtaining or retaining business or securing other improper advantages. We are also subject to regimes for economic and trade sanctions, export controls and other restrictions administered or enforced by governmental authorities, including the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the U.S. Department of Commerce, the United Nations and other applicable authorities. These regimes restrict or prohibit transactions with certain persons, countries or regions and impose complex compliance obligations that may change over time.

Because we operate internationally and work with third‑party agents, distributors, suppliers and other business partners, we are exposed to the risk that our employees or third parties may violate, or be alleged to have violated, applicable anti‑corruption or sanctions regulations, even if such conduct was not authorized by us. We have implemented policies, procedures, training and internal controls designed to promote compliance with applicable anti‑corruption and sanctions regulations. However, these measures may not prevent all violations, and we may not be able to detect improper conduct or third‑party non‑compliance in a timely manner. Violations or alleged violations could result in expensive and disruptive investigations or enforcement actions by authorities in the U.S. or other jurisdictions, require significant management time and resources, and lead to criminal or civil fines or penalties, disgorgement, sanctions, injunctions, exclusions from government contracts or other remedial measures.

Failure to protect our intellectual property or defend against infringement claims could harm our business.

We rely on a combination of contractual rights with third parties and copyright, trademark, patent and trade secret regulations to establish and protect our intellectual property. Although we endeavor to protect our rights, third parties may infringe or misappropriate our intellectual property. We may have to litigate to enforce and protect our copyrights, trademarks, patents, trade secrets and know-how or to determine their scope, validity or enforceability. This would require a diversion of resources that may be significant, and our efforts may not prove successful. The inability to secure or protect our intellectual property assets could harm our reputation and have a material adverse effect on our business and our ability to compete with other companies in our industry. In addition, we have a license from HP Inc. for the right to produce and sell HP branded copy paper in almost all geographies globally. If we were to lose such license, our production volumes could decline and our business could be materially adversely affected.

Furthermore, third parties could claim that we (i) infringed their patent, trademark or copyright, (ii) breached patent, trademark or copyright license usage rights or (iii) misappropriated trade secrets. Any such claims or resulting litigation could result in significant expense and liability for damages. If we were found to have infringed or misappropriated a third-party patent or other intellectual property right, we could in some circumstances be enjoined from providing certain products or services to our customers or from utilizing and benefiting from certain patents, copyrights, trademarks, trade secrets or licenses. Alternatively, we could be required to enter into costly licensing arrangements with third parties or implement a costly alternative. Any of these scenarios could harm our reputation and have a material adverse effect on our business.

Strategic and Transaction Risks

We may not achieve expected benefits from strategic capital investments or transactions.

Our business strategy includes investing capital in our company’s assets expected to produce the highest returns on investment. Additionally, in the future, we could determine to pursue strategic acquisitions, joint ventures, divestitures or other transactions. The benefits of strategic investments and transactions potentially include cost savings, business growth, synergies and access to new markets (or a combination thereof), and in the case of divestitures, the realization of proceeds from the sale of assets to purchasers who place high strategic value on such assets. We may not achieve the expected benefits associated with an investment or transaction. In addition, if we were to pursue a corporate transaction, we would face a number of other special risks, such as diversion of management’s attention to the transaction, failure to integrate an acquired business into our operations, significant demands on our financial, operational and information technology systems resulting from an acquired business, and the possibility that we may become responsible for substantial contingent or unanticipated legal liabilities as the result of acquisitions or other corporate transactions. Realization of any of these risks could have an adverse financial impact on us, including the failure to achieve the expected benefits of a transaction could require us to record an impairment charge for goodwill or fixed assets.

Transactions involving our Brazil eucalyptus forest plantations are subject to the terms of an agreement between us and International Paper. Except for certain exceptions for immaterial transfers, if any portion of the Brazil eucalyptus forest plantations owned by Sylvamo as of October 1, 2021 are directly or indirectly transferred, the Company will be required to make a payment to International Paper. The payment amount starts at a maximum of $100 million, reduced in increments over time starting September 1, 2026, as set forth in the First Amendment to the Brazil Payment Agreement, which was entered into between affiliates of the Company and International Paper in October 2025. For these purposes, a transfer will include any sale, pledge or transfer of any legal or beneficial interest in the Brazil lands, including any grant of an option or other right or interest or entry into any contract that would result in a reduction or diminution of Sylvamo’s economic ownership in the Brazil lands. A change of control of Sylvamo would also result in the payment becoming due and payable. As a result, we would not realize the full value of any transfer of the Brazil eucalyptus forest plantations, which may make any such transaction less attractive to us, and the provision requiring payment upon a change in control of Sylvamo would be a pricing consideration in any potential strategic transaction.

If the transaction separating us from International Paper in 2021 fails to qualify for non-recognition treatment for U.S. tax purposes, it could result in significant tax liabilities.

Our separation spin-off from International Paper (the “Separation Transaction”) was generally deemed tax-free. However, until the fifth anniversary of the Separation Transaction on October 1, 2026, or later until any audit of International Paper’s 2021 tax year is closed, the U.S. Internal Revenue Service (the “IRS”) with court confirmation could determine that the Separation Transaction did not qualify for such treatment. If the IRS ultimately determines, and a court confirms, that any aspect of the Separation Transaction is taxable, then (i) International Paper could incur significant U.S. federal income tax liabilities and/or (ii) International Paper shareholders that received Sylvamo stock in the distribution could be required to include taxable income or gain with respect to their receipt of Sylvamo stock. Sylvamo may be required to indemnify International Paper for such tax liability in certain circumstances, pursuant to the Tax Matters Agreement with International Paper.

We have ongoing potential liabilities in connection with our 2021 separation from International Paper.

Pursuant to various agreements entered into by us and International Paper in connection with the Separation Transaction, we and International Paper have indemnity obligations to each other with respect to certain liabilities. Payments that we may be required to make under our indemnity of International Paper are not subject to any cap, may be significant and could negatively impact our business, particularly with respect to indemnities provided in the Tax Matters Agreement. Also, we may incur significant costs related to environmental liabilities that may arise at our mills, or other sites that were not owned by International Paper at the time of separation but were primarily operated or used by International Paper’s former printing papers business. Furthermore, third parties could seek to hold us responsible for any of the liabilities that International Paper agreed to retain. Indemnities from International Paper may not be sufficient to protect us against the full amount of such liabilities if, for example, International Paper is not able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from International Paper amounts for which we are indemnified by it, we may be temporarily required to bear these losses ourselves, requiring us to divert cash that would otherwise have been used in furtherance of our operating business.

Financial Risks

Our operations require substantial capital, and significant capital investments could negatively affect our cash flows.

Our operations require substantial capital. We make capital investments, sometimes substantial, primarily to expand and replace existing facilities and equipment, improve our operations, and comply with changes in environmental regulations. Key pieces of equipment in our various manufacturing facilities may, perhaps unexpectedly, need to be repaired or replaced. Increased fixed costs from capital investments or large one-time capital investments could negatively affect our cash flows. In 2026, we will make significant capital investments to enhance and upgrade our manufacturing operations, including a large capital project at our Eastover, South Carolina, mill. We expect our capital spend in 2026 for all of our mills to be between approximately $230 and $250 million. We expect our capital investments to result in favorable returns, but there is no guarantee that they will have the levels of return that we expect.

We may be required to recognize impairments of goodwill or other intangible assets.

We review our goodwill balance for impairment at least once a year using the qualitative assessment and, when necessary, the quantitative goodwill impairment test allowed in accordance with current accounting standards. Future changes in the cost of capital, expected cash flows, or other factors could cause our goodwill and other intangible assets to be impaired, resulting in a non-cash charge against results of operations to write down these assets for the amount of the impairment. As of December 31, 2025, we recorded a goodwill impairment charge of $11 million for our France reporting unit, as described in Note 9 Goodwill to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10‑K. In addition, changes in our business strategy or external conditions adversely affecting our operations could require an impairment charge for goodwill or intangibles. An impairment charge leads to decreased assets and reduced net operating results and, potentially, a material adverse effect on our results of operations.

Pension plan investment performance and actuarial changes could adversely affect our financial results and cash flows.

We sponsor various defined benefit pension plans in the U.S. and U.K. The assets of the pension plans are diversified in an attempt to mitigate the risk of a large loss. Required funding for our U.S. defined benefit pension plan is determined in accordance with guidelines set forth in the federal Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the U.K. pension plan is funded in accordance with local statutes or practice. Additional contributions to enhance the funded status of the pension plans can be made at our discretion.

As of December 31, 2025, the Sylvamo U.S. and U.K. pension plans were fully funded with respect to statutory requirements. However, if underfunding were to exist in the future, we may be required to make contributions to reduce the underfunding. There can be no assurance that the value of the pension plan assets, or the investment returns on those plan assets, will be sufficient to retain the current percentage funding levels and meet the future benefit obligations of such plans. Particularly during periods of adverse market conditions and declining interest rates, we may be required to make additional cash contributions to the pension plans that could reduce our financial flexibility. Changes in plan demographics, including an increase in the number of retirements or increases in life expectancy assumptions, may also increase the costs and funding requirements of the plans. Additionally, interpretations of or changes in regulations applicable to our U.S. or U.K. pension plan could cause us to have to increase funding of the plan; for example, see the disclosure concerning our U.K. pension plan under the Risk Factors heading “Compliance with a broad range of complex and changing regulations could increase our costs or limit our operations, and failure to comply could result in liabilities and harm our business.”

Our indebtedness could constrain our business and use of cash, and a default under our debt agreements could adversely impact our business.

We have outstanding indebtedness that includes the following amounts as of December 31, 2025: a revolving credit facility with $67 million outstanding; a Term Loan A maturing in 2029 with $208 million outstanding; a Term Loan F maturing in 2027 with $257 million outstanding; a Term Loan F‑2 maturing in 2031 with $220 million outstanding; and an accounts receivable finance facility maturing in 2027 with $90 million outstanding.

Although we have significantly reduced our indebtedness over the past few years, our indebtedness nonetheless could adversely affect us, such as by necessitating cash to be used for debt service instead of for other business objectives. To the extent our borrowings are subject to variable interest rates, increases in interest rates would further increase our interest expense. Our ability to make scheduled payments on or refinance our debt obligations will depend on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to financial, business, legislative, regulatory and other factors beyond our control. There is no assurance that we will maintain a level of cash flows sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.

Additionally, the agreements governing our indebtedness contain restrictive covenants that limit our ability to conduct our business, including certain limitations on our ability to dispose of assets and the use of the proceeds from those dispositions, certain requirements that we use the proceeds from future incurrences of debt or issuances of equity to repay existing indebtedness, and limit our ability to incur additional indebtedness. We may not be able to consummate dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.

A failure to make scheduled payments on our debt, or a breach of any of the covenants under the agreements governing our indebtedness, if not waived by the lenders, or, to the extent applicable, not cured within specified periods, would result in an event of default under those agreements. Lenders under the agreements governing our indebtedness could declare all outstanding principal and interest to be due and payable, and lenders could further terminate their commitments to loan money under our existing revolving credit facility or foreclose against the assets securing their borrowings, which could force us to file for bankruptcy protection and either restructure or liquidate. Any of these events could result in our shareholders losing some or all of the value of their investments. Further, an event of default may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies. In the event the lenders accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness.

Equity and Capital Market Risks

Dividends and share repurchases are subject to board discretion and may be reduced or discontinued.

Since 2022, we have paid quarterly dividends and have been opportunistically repurchasing shares of our common stock. Our continued declaration and payment of quarterly dividends, continued repurchases of shares, and institution of any other return of cash to our shareholders, including payment of any special dividends, will nonetheless be at the discretion of our board of directors and will depend on many factors, including our earnings, financial condition and results of operations, capital requirements, level of indebtedness, covenants contained within our debt agreements, contractual restrictions with respect to payment of dividends and the repurchase of shares, ability to obtain cash or other assets from our subsidiaries, restrictions imposed by applicable law, general business conditions and other factors that our board of directors may deem relevant. As of December 31, 2025, we have repurchased $300 million of the total $450 million currently authorized by our board of directors for repurchases of our common stock. Any repurchases in excess of the remaining amount authorized for repurchases would require further authorization by our board of directors.

Among the covenants in our debt agreements, prior to the Brazil Tax Dispute (as defined in this Form 10-K) being resolved, if we do not maintain the minimum level of liquidity specified in such agreements, or, if there are adverse rulings in the Brazil Tax Dispute and we do not maintain the specified minimum level of liquidity and deposit $60 million into escrow, then we would be limited in the amount of “restricted payments,” including dividends and share repurchases, that we may make while our indebtedness remains outstanding.

There can be no assurance that we will continue to pay dividends or repurchase shares of our common stock in the future. Therefore, the success of an investment in shares of our common stock may in the future depend only upon any future appreciation in their value. Shares of our common stock lost value in 2025, and could further lose value.

Future issuances of securities could rank senior to our common stock, dilute shareholders or adversely affect our common stock’s value.

In the future, we may decide to issue senior or subordinated debt securities or preferred stock or other equity securities that rank senior to our common stock, including, without limitation, to finance ongoing operations or as consideration for future strategic investments or transactions. Also, we grant stock-based equity awards to our directors and certain officers and other employees as partial compensation for their services for us. Such potential future issuances may, and our ongoing awards of stock-based compensation will, dilute our other shareholders’ equity ownership of us.

The instruments governing securities that we issue in the future may include covenants restricting our operating flexibility and ability to pay dividends and make other distributions to our shareholders. Additionally, any convertible or exchangeable securities issued in the future could have rights, preferences and privileges more favorable than those of our common stock and could result in dilution to owners of our common stock. We and, indirectly, our shareholders, will bear the cost of issuing and servicing such securities. Because our decision to issue debt or equity securities in the future will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future issuances. Thus, holders of our common stock will bear the risk of our future issuances reducing the market price of our common stock and diluting the value of their common stock holdings in us.

Sale of a substantial number of shares of our common stock could cause its market price to decline.

Sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales (or the possibility that these sales may occur), or speculation that a holder of a large number of shares of our common stock intends to sell its shares, could reduce the market price of our common stock. Our two largest shareholders have reported, on Schedule 13Ds filed with the SEC, ownership of approximately 16% and 15%, respectively, of our outstanding common stock.

Actions of activist shareholders could increase our costs, divert management attention and resources, adversely affect our business and cause volatility in our stock price.

We may be the subject of activity by activist shareholders. Responding to shareholder activism can be costly and time-consuming, disrupt our operations and divert the attention of management and our employees from executing our business plans. We may not be able or willing to respond to the activist shareholder’s requests, which could result in a proxy contest or other actions by the shareholder and disrupt our operations. Activist campaigns could create perceived uncertainties as to the future direction of the Company, its leadership and strategic plans and result in lost potential business opportunities, harm our ability to attract qualified personnel and business partners and cause us to incur associated legal, financial advisory and other costs. Any activist shareholder activity, the expectation of such activity or the mere presence of an activist shareholder among our investor base could cause periods of significant volatility in the market price for our common stock.

Governance Risks

Anti-takeover provisions in our governing documents and a shareholder rights plan adopted in 2025 may discourage, delay or prevent a change of control of our company.

Our certificate of incorporation and bylaws contain certain provisions that may discourage, delay or prevent a change in our management or change of control, including that they, collectively: authorize the issuance of “blank check” preferred stock that could be issued by our board of directors to thwart a takeover attempt; provide that vacancies on our board of directors, including vacancies resulting from an enlargement of our board of directors, may be filled only by a majority vote of directors then in office; prohibit shareholder action by written consent, thereby requiring all actions to be taken at a meeting of the shareholders; and establish advance notice requirements for nominations of candidates for election as directors or to bring other business before an annual meeting of our shareholders.

Additionally, in November 2025, we adopted a shareholder rights plan, pursuant to which we issued a dividend of one preferred share purchase right (a “Right”) for each share of our common stock then outstanding. In the event of certain takeover events not authorized by our board of directors, the holders of Rights may purchase additional shares of preferred stock at a discount, diluting the ownership stake of any potential acquirer and making a takeover more expensive and difficult.

These provisions in our certificate of incorporation and bylaws and the Rights could prevent our shareholders from receiving the benefit from any premium to the market price of our common stock offered by a bidder in a takeover context. Their impact that delays, deters, renders more difficult or prevents a change in our control in a takeover attempt may not be in the best interests of our shareholders. Even in the absence of a takeover attempt, the existence of these provisions and the Rights could adversely affect the prevailing market price of our common stock if their impact is perceived by investors as detrimental. Also, they could make it more difficult for shareholders to replace or remove our management and thus facilitate management entrenchment.

An exclusive forum provision in our Certificate of Incorporation may limit shareholders’ ability to bring claims in some forums.

Our certificate of incorporation provides that, unless we consent in writing to an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for derivative actions, claims for breach of fiduciary duty, claims arising under the Delaware General Corporation Law (“DGCL”), our certificate of incorporation or bylaws, or other claims governed by the internal affairs doctrine. In addition, to the fullest extent permitted by law, the federal district courts of the United States will be the exclusive forum for claims arising under the Securities Act of 1933, the Securities Exchange Act of 1934, and the rules and regulations thereunder. These forum selection provisions may limit a stockholder’s ability to bring certain claims against the Company, or against current or former directors, officers or other shareholders, in a judicial forum that the shareholder perceives to be favorable and may discourage litigation with respect to such claims. If a court were to find any portion of these provisions inapplicable or unenforceable, we could incur additional costs associated with resolving such matters in other jurisdictions.

Our certificate of incorporation limits the liability of our directors and officers.

Our certificate of incorporation contains provisions permitted under the DGCL relating to the liability of directors and officers. These provisions eliminate a director’s or officer’s personal liability to the fullest extent permitted by the DGCL for monetary damages resulting from a breach of fiduciary duty, except in circumstances involving:

• any breach of the director’s or officer’s duty of loyalty;
• acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law;
• any transaction from which the director or officer derives an improper personal benefit;
• with respect to directors only, Section 174 of the DGCL (unlawful dividends); or
• with respect to officers only, any action by or in the right of the Company.

The principal effect of the limitation on liability provision is that a shareholder cannot prosecute an action for monetary damages against a director or officer unless the shareholder is able to demonstrate a basis for liability for which indemnification is not available under the DGCL. These provisions, however, should not limit or eliminate our rights or any shareholder’s rights to seek non-monetary relief, such as an injunction or rescission. These provisions do not alter a director’s or officer’s liability under federal securities laws. This limitation on liability could discourage or deter shareholders or management from bringing a lawsuit against directors or officers for a breach of their fiduciary duties, even though such an action, if successful, might otherwise have benefited us and our shareholders.

RISK MANAGEMENT AND STRATEGY

Our overall cybersecurity strategy is to:

• Cultivate a security-embedded organization and culture within the Company
• Extend security from technology throughout the Company’s organization, practices and processes (we call this our cybersecurity mesh)
• Evolve our cyber resiliency.

To that end, we have robust cybersecurity risk management processes that include technical security controls, policy enforcement mechanisms, monitoring systems, contractual arrangements, tools and services and management oversight to assess, monitor, identify, detect and manage risks from cybersecurity threats, and to respond to, conduct forensic analysis of, escalate appropriately and report cybersecurity incidents. We proactively obtain intelligence about potential cybersecurity threats, hunt for cybersecurity threats and consistently work to enhance our cybersecurity operations.

We have adopted cybersecurity control principles based on the National Institute of Standards and Technology Cybersecurity Framework (NIST), the Center for Internet Security (CIS) and ISO 27001. Further, our cybersecurity controls are designed to comply with applicable laws concerning protection of private information, including the EU General Data Protection Regulation (GDPR), Brazil’s Lei General de Proteção de Dados Pessoais (LGPD) and the California Consumer Privacy Act, as amended by the California Privacy Rights Act (CCPA/CPRA).

In developing and implementing measures to assess, identify and manage cybersecurity risk, our approach is to evaluate the possible operational and financial effects of those measures and take that information into consideration in conducting a risk-based analysis of the appropriate cybersecurity protections for the Company. We strive to protect the Company with cost-effective, efficient and non-disruptive measures, while robustly protecting the Company against cybersecurity threats.

Our cybersecurity protections include physical, administrative and technical safeguards that cover both our information systems (also referred to herein as “information technology” or “IT” systems) and the people with access to our IT systems. We develop, maintain, test and periodically update detailed plans and procedures that are designed to help us prevent, and if necessary, timely and effectively respond to, cybersecurity incidents, which provide for the appropriate Company personnel and management to be involved depending on the type and severity of the incident.

Our IT systems architecture is embedded with cybersecurity features. We utilize a range of third-party software providing layers of defense against cyberattacks, and we have employees and consultants whose jobs are to continually assess and reduce the potential attack surface, to monitor, detect and respond in near real time to incidents to minimize damage, and to enhance the security environment and scale with business needs as they evolve. We conduct continuous monitoring of our potential cybersecurity vulnerabilities and attack vectors.

Our IT systems are accessible by our employees and certain third parties as necessary and appropriate to perform services for or otherwise do business with us. We strictly limit access to our IT systems, including using authentication controls and conducting real-time monitoring of access.

We address the cybersecurity threat risk posed by employees and third parties with access to our IT systems, including integrating cybersecurity risk management into the culture of our organization by: maintaining policies addressing various aspects of security necessary to protect our IT assets and data; requiring cybersecurity awareness and training programs for persons with access to our IT systems to build their cybersecurity skills and knowledge; consistent messaging to our employees (including from our top leadership) of the importance of managing cybersecurity risk, participating in our cybersecurity training and following our cybersecurity policies; routinely testing responses by our employees to mock efforts to breach our cybersecurity protections; and policies and procedures to follow in the event a cyber breach were to occur at the Company, including in response to the breach and to evaluate the level and materiality of the breach.

We partner with and build relationships with third parties who have access to our IT systems to support an overall ecosystem around cybersecurity that we believe helps reduce third party cybersecurity risk affecting our level of cybersecurity risk. We assess cybersecurity risk from our suppliers and service providers and have in place oversight processes to identify and manage such risks, including having systems that constantly monitor each third party with access to our systems and that allow such third parties to see and resolve their risks while we continue to monitor. Our processes to protect against third party cybersecurity risk are cross-functional and form part of our enterprise risk management program, and they are supported by our security, compliance and sourcing organizations. We require suppliers and service providers identified as potential cybersecurity risks to adopt security-control principles based on NIST or similar global standards, and our form contracts for them include provisions drafted to reduce the cybersecurity risk that they may pose for us. We obtain various Service Organization Control 1 and 2 reports from third parties relating to physical security, information security, account administration, transactional processing and reconciliation, client reporting and layers of electronic security controls. Notwithstanding our cybersecurity controls that cover third parties, because it is more difficult to control and mitigate risk associated with third parties than risk internal to our own organization, we believe that these relationships with third parties create additional exposure to cyber risk.

In the event of a cybersecurity breach, our readiness, responsiveness and resiliency are critical. As part of our continuing efforts to assess and enhance our readiness and responsiveness, we conduct periodic mock practice scenarios in which participants at various levels of the Company — including employees responsible for responsive actions in the event of a breach, IT technical personnel and members of senior management — play out responses to various cybersecurity breach scenarios. Thereafter, we debrief and identify areas of improvement, to continually develop response capabilities and processes that are as efficient and that operate as quickly as possible in the event of a breach, to reduce potential harm that could be caused by inefficiencies and delay. Additionally, we regularly assess our systems’ resiliency and recovery capabilities in case of a cybersecurity breach, both self-managed as well as by qualified third parties.

Furthermore, our approach to improving readiness for potential cybersecurity breaches is designed to be integrated and coordinated among all aspects of the cybersecurity incident management lifecycle, including assessing and consistently working to improve our site-level emergency response, our technology and cyber incident response, our executive-level crisis management, our business and operational continuity, our IT resilience and our disaster recovery. These efforts also take into account and balance against cybersecurity risk our Company’s business needs and operations, and to inform ourselves in conducting this balancing, we obtain input from appropriate employees from our affected business operations, enterprise risk management, business continuity, business operations, information technology and cybersecurity organizations.

To enhance our cybersecurity risk management, we leverage industry associations, third-party benchmarking, audits, threat intelligence feeds and other similar resources, which inform our cybersecurity efforts and help us determine how best to allocate resources. We utilize third-party service providers to assist us in assessing, enhancing, implementing, monitoring and testing our cybersecurity program, areas of cyber risk and cyber risk management.

A cybersecurity threat resulting in a material cybersecurity incident could materially affect us and our business strategy, results of operations and financial condition, especially if it causes one or more of the following to occur: our incurring substantial costs to resolve the incident and address legal, reputational and other fallout from the incident; one or more of our IT systems become unavailable to operate our business; unauthorized third parties gain access to our sensitive and confidential business information; we lose access to information on our IT systems necessary to operate our business; and our customers’ and suppliers’ trust in our ability to protect their information is damaged to the extent that it impairs our ability to do business with them.

While we have a cybersecurity program designed to protect and preserve the integrity of our information systems, there is no guarantee that our cybersecurity program will be sufficient to prevent or mitigate the risk of a cyberattack or the potentially serious reputational, operational, legal or financial impacts that may result. We have experienced cybersecurity incidents in the past that were not material, but future incidents could have a material impact on our business strategy, results of operations, financial condition, cash flows and reputation. See “Failures or security breaches of our information technology systems could disrupt our operations, harm our business and result in regulatory non-compliance” in Item 1A, “Risk Factors” in this Annual Report on Form 10-K.

GOVERNANCE

Our board of directors has overall responsibility for risk management oversight, with its committees assisting the board in performing this function based on their respective areas of expertise. Our board oversees cybersecurity matters and risk, and the Audit Committee also oversees risk that includes cybersecurity risk. The board periodically reviews our processes for assessing and addressing key strategic, operational, compliance and risk management matters concerning cybersecurity, and as part of such assessment receives briefings on such matters from our Chief Information Security Officer (“CISO”). These briefings include reports on the threat landscape, our strategies, efforts and investments to address threats, and updates on incidents. The Audit Committee also receives reports from the Company’s Vice President of Internal Audit assessing internal controls that include cybersecurity controls. Furthermore, our cybersecurity risk management processes are integrated into our enterprise risk management program and our compliance risk management program, both of which are also overseen by our board.

Our CISO has approximately 21 years of experience in the cybersecurity industry. She is responsible for developing, coordinating and overseeing our cybersecurity strategy, policy, program and solutions, and for providing cybersecurity guidance to key management and internal company oversight bodies. Our CISO manages our cybersecurity organization, which covers all regions in which we operate and which is staffed with employees dedicated full-time to cybersecurity. Our CISO reports directly to our Chief Information Officer (“CIO”) and reports on cybersecurity at least quarterly to senior management and semi-annually to the full board of directors, or more often as needed.

Our CISO is a standing member of our Enterprise Risk Council, which seeks to strengthen our company’s processes with respect to the identification, assessment, management and monitoring the risks most likely to impact our strategic success, including cybersecurity risk. The council is chaired by our VP, Internal Audit, and its members are employees drawn from various areas of our organization. The council meets at least quarterly or more often as needed, to further strengthen risk management activities across the Company, including the risk of cybersecurity incidents.

Cybersecurity threats and incidents are monitored and addressed through the processes described above in “- Risk Management and Strategy” and, as part of such processes, cybersecurity incidents are evaluated by the company’s cybersecurity organization, which escalates information about incidents, as appropriate for the severity of the incident, to the CISO and by the CISO to senior leadership.

The CISO informs, as appropriate, the Enterprise Risk Council, the CIO, the Company’s senior leadership and, as noted above, the board of directors and its Audit Committee, on safeguards to prevent, detect, mitigate and remediate cybersecurity incidents. The CIO and CISO both report directly on a regular basis to the Company’s senior leadership on progress towards specific IT risk management objectives, with the CISO focusing on cybersecurity objectives.

FORESTLANDS

As of December 31, 2025, the Company owned or managed approximately 250,000 acres of forestlands in Brazil. All owned lands in Brazil are independently third-party certified for sustainable forestry under the Brazilian National Forest Certification Program (“CERFLOR”) and the Forest Stewardship Council (“FSC”). As of October 17, 2025, a third party estimated the fair value of our owned forestlands at 4.9 billion reais (approximately $900 million converted using the December 31, 2025 exchange rate).

MILLS AND PLANTS

Our portfolio of properties spans three continents and includes six vertically-integrated mills and one non-integrated mill with an aggregate annual paper and pulp production capacity of 3.3 million short tons. We have two mills in our North America segment in the United States (Ticonderoga, New York and Eastover, South Carolina), three mills in our Latin America segment in Brazil (Três Lagoas, Mato Grosso do Sul, and Luís Antônio and Mogi Guaçu, São Paulo), and two mills in our Europe segment (Saillat, France and Nymölla, Sweden). Also, our paper manufacturing operations have historically been supported by an offtake agreement with International Paper for paper production at the North American Riverdale, Alabama, mill with annual capacity of 350,000 short tons of uncoated freesheet. In October 2025, we agreed with International Paper that supply under the offtake agreement will wind down after April 30, 2026 and terminate on May 30, 2026. A listing of our production facilities by segment can be found in Appendix I hereto, which is incorporated herein by reference.

CAPITAL INVESTMENTS AND DISPOSITIONS

Capital spending primarily consists of purchases of machinery and equipment and reforestation related to our global mill operations. A discussion about the level of planned investments for 2026 is included in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The Company may be involved in legal proceedings arising from time to time in the ordinary course of business. The Company is not involved in any legal proceedings, individually or in the aggregate, that we expect to result in a material adverse effect upon our financial condition or results of operations. See Note 10 Income Taxes and Note 11 Commitments and Contingent Liabilities of the Notes to our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K, which notes are incorporated into this Item 3, Legal Proceedings, by reference.

Item 103 of Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and the proceedings involve potential monetary sanctions, unless we reasonably believe the monetary sanctions will not equal or exceed a threshold of $1 million (which is the threshold we elected to use as permitted by this regulation). The environmental matters set forth in Note 11 Commitments and Contingent Liabilities to the Consolidated Financial Statements included in Item 8 in this Annual Report on 10-K are disclosed in accordance with such requirement and incorporated herein by reference.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and related notes included in Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve significant risks and uncertainties. Our actual results could differ materially from those stated and implied in any forward-looking statements. Factors that could cause or contribute to those differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly under the headings “Risk Factors” and “Forward-Looking Statements.”

The following generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. Discussion of historical items in 2023, and year-to-year comparisons between 2024 and 2023, can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 21, 2025, under Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The consolidated financial statements have been prepared in United States (“U.S.”) dollars and in conformity with accounting principles generally accepted in the United States (‘‘U.S. GAAP’’) and may not be indicative of the Company’s future performance.

EXECUTIVE SUMMARY

Full-year 2025 net income was $132 million ($3.24 per diluted share) compared with $302 million ($7.18 per diluted share) for 2024. Net sales decreased to $3.4 billion in the current year compared with $3.8 billion in 2024. Cash from continuing operations was $268 million in the current year compared to $469 million in the prior year. Adjusted EBITDA was $448 million in 2025 compared with $632 million in 2024. Additionally, our 2025 adjusted EBITDA margin was 13% compared to 17% in the prior year and free cash flow was $44 million compared to $248 million last year.

Comparing our performance in 2025 to 2024, challenging industry conditions contributed to lower volumes of uncoated freesheet across all three of our regions. Price and mix were unfavorable in Europe and Latin America but improved in North America. Planned maintenance outages were significantly higher due to two outages in Europe compared with one in the previous year. Europe and North America benefited from lower unabsorbed fixed costs due to reduced economic manufacturing downtime in 2025. Input costs and operations were unfavorable in all of our regions compared to 2024. We generated $44 million in free cash flow this year and returned $155 million in cash to shareowners. We also reinvested $224 million across our manufacturing network and Brazil forestlands to strengthen our low-cost position.

Looking ahead, 2026 will be a transition year for North America as we work through short-term capacity constraints with the Riverdale supply agreement exit and the execution of investments at our Eastover mill. We are prioritizing strategic projects with the fastest payback so that 2027 and beyond reflects lower costs, higher efficiency, and stronger cash conversion potential. We strive to create long-term shareowner value by executing our strategy and delivering on our investment thesis. Keeping a strong financial position is the cornerstone of our capital allocation framework. This allows us to reinvest in our business to strengthen our competitive advantages through the cycle and to increase future earnings and cash flow.

RESULTS OF OPERATIONS

When reading our financial statements and the information included in this Annual Report on Form 10-K, it should be considered that we have experienced, and continue to experience, several material trends and uncertainties that have affected our financial condition and results of operations and that could affect future performance. We believe that the following material trends and uncertainties are important to understanding our business.

Macroeconomic Conditions

The Company’s operating results are typically closely tied to changes in the general economic conditions in Europe, Latin America and North America, as well as general global economic conditions. The Company’s profitability and operating results are dependent on the price of our products and the market price of raw materials (primarily wood fiber and chemicals), energy sources and third-party transport of our goods. Historically, economic and market shifts, inflationary pressures, fluctuations in capacity and changes in foreign currency exchange rates have created changes in prices, sales volume and margins for our products.

Consumer Behavior

Factors that impact the demand for our products include general macroeconomic conditions, consumer preferences, movements in currency exchange rates, consumer spending, commercial printing and advertising activity, adoption of electronic mediums, and white-collar employment and the shift to hybrid work models.

DESCRIPTION OF BUSINESS SEGMENTS

The Company’s reportable business segments, Europe, Latin America and North America, are organized by geography and are consistent with the internal structure used to manage these businesses. Each of our segments derive their revenue from the manufacture and sale of paper and pulp products. The following summary describes the products and services offered in each of the segments as of December 31, 2025:

Europe

Our Europe segment produces a broad portfolio of uncoated freesheet papers for numerous uses and applications, and market pulp. We operate two integrated mills in the region, one in Saillat, France and one in Nymölla, Sweden. Located in the Limousin region of France, the Company’s Saillat mill produces both paper and market pulp. It is the only mill in France to cover the entire production process from wood harvesting to paper, and is one of the leading cutsize producers in France and Western Europe. The Saillat mill produces UFS papers, such as copy paper, and value-added products such as tinted paper and colored laser printing paper under leading brands such as REY. In 2025, we made investments in our finished roll production capabilities to improve our product mix and also allow us to enhance our business in graphic and high-speed inkjet printing papers under the brand Berga. The Saillat mill has some of the highest environmental credentials for our products. In January 2023, the Company acquired a paper mill in Nymölla, Sweden. The integrated mill has two pulp lines and the capacity to produce approximately 500,000 short tons of uncoated freesheet on two paper machines. The mill produces several brands, including Multicopy, and paper used for office printing, business forms, digital printing, offset for printing books and much more. The Nymölla mill has an excellent environmental footprint, which complements Sylvamo’s purpose to produce paper in the most responsible and sustainable ways.

Latin America

Our Latin American segment focuses on uncoated freesheet paper and market pulp, supported by the management of approximately 250,000 acres of certified eucalyptus forestlands in Brazil. With a total uncoated freesheet paper capacity exceeding 1.1 million short tons, our three mills in Brazil serve both regional and international markets, being a key supplier in Latin America and a solid global exporter, reaching customers worldwide. Our portfolio includes market-leading brands such as Chamex and Chamequinho copy papers, widely recognized by consumers and distribution channels for their superior quality. Additionally, Chambril offset papers are trusted by printers and converters for their versatility and reliability across various applications. Chambril is available in a wide range of basis weights and specifications to meet the demands of books, notebooks, inserts, leaflets, and industrial end-use requirements. All the products are primarily made from sustainably sourced eucalyptus, which is cultivated and harvested in less than seven years. Latin America operations combine sustainable forestry practices, operational excellence, strong brands and global distribution network.

North America

Our North American segment manufactures uncoated freesheet papers at its mills in Eastover, South Carolina and Ticonderoga, New York and has an offtake agreement to purchase the uncoated papers produced by International Paper’s Riverdale mill in Selma, Alabama. This offtake agreement is expected to terminate in May 2026. The North American papers business comprises three product lines, Imaging Papers, Commercial Printing Papers and Converting Papers. The imaging papers business, which comprises roughly half of the North American segment’s volume, produces copy paper for use in copiers, desktop and laser printers and digital imaging. These products are important for office use, home office use and in businesses such as education, healthcare and financial services. The commercial printing business comprises about 17% of the North American segment’s volume, and end-use applications in the commercial printing business include advertising and promotional materials such as brochures, pamphlets, greeting cards, books, annual reports and direct mail. The converting business manufactures a variety of grades that are converted by our customers into envelopes, tablets, business forms, file folders and several specialty grades.

Uncoated papers are sold under private label and brand names that include Hammermill®, Springhill®, Williamsburg, Accent®, DRM® and Postmark®.

BUSINESS SEGMENT RESULTS

Management provides business segment operating profit, a non-GAAP financial measure, to supplement our GAAP financial information, and it should be considered in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Management believes that business segment operating profit provides investors and analysts useful insights into our operating performance. Business segment operating profit is reconciled to Income from continuing operations before income taxes, the most directly comparable GAAP measure. Business segment operating profit may be determined or calculated differently by other companies and therefore may not be comparable among companies.

The following table presents a comparison of income from continuing operations before income taxes to business segment operating profit:

In millions for the years ended December 31

(a) We define business segment operating profit as our income from continuing operations before income taxes calculated in accordance with GAAP, excluding net interest expense (income), foreign exchange on a note receivable from our Brazilian subsidiary and net special items. We believe that business segment operating profit is an important indicator of operating performance as it is a measure reported to our management for purposes of making decisions about allocating resources to our business segments and assessing the performance of our business segments.

(b) Net special items represent income or expenses that are incurred periodically, rather than on a regular basis. Net special items in the periods presented primarily include the impairment of goodwill in our France reporting unit, charges related to the termination of the Georgetown mill offtake agreement, environmental reserves in Brazil, legal fees related to the Brazil Tax Dispute, a loss related to forest fires in Brazil, foreign VAT refunds, transaction and integration costs related to the Nymölla acquisition and certain severance costs related to our salaried workforce.

The following tables present Sales and Operating profit (loss), which is the Company’s measure of segment profitability, for each of the Company’s segments. See Note 15 Financial Information by Business Segment and Geographic Area to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for more information on the Company’s segments.

Europe

In millions for the years ended December 31

For the year ended December 31, 2025, our Europe segment sales decreased $60 million compared to the same period in 2024, primarily due to lower sales price and mix ($74 million) and lower volumes ($28 million), partially offset by significant favorable foreign exchange impacts.

Europe operating profit for the year ended December 31, 2025 was $122 million lower than the same period in 2024 as lower sales price and mix ($73 million), higher planned maintenance outages ($39 million), higher operating costs ($16 million) and higher input costs ($8 million), primarily for wood, more than offset lower unabsorbed costs due to economic downtime ($10 million) and higher volumes ($4 million).

Latin America

In millions for the years ended December 31

For the year ended December 31, 2025, our Latin America segment sales decreased $70 million compared to the same period in 2024, primarily driven by lower sales price and mix ($27 million), lower volumes ($36 million) and unfavorable foreign exchange impacts.

Operating profit for Latin America for the year ended December 31, 2025 was $50 million lower than the same period in 2024, primarily driven by the impact of lower sales price and mix ($26 million), higher operating costs ($24 million), higher planned maintenance outages ($3 million) and lower volumes ($9 million) which more than offset lower input costs ($12 million), primarily for energy, pulp and distribution costs.

North America

In millions for the years ended December 31

For the year ended December 31, 2025, our North America segment sales decreased $275 million, compared to the same period in 2024, driven by lower volumes ($292 million) primarily due to the termination of the Georgetown mill offtake agreement which more than offset higher sales price and mix ($19 million).

Operating profit for North America for the year ended December 31, 2025 was $30 million lower than the same period in 2024 as lower volumes ($71 million) and higher input costs ($21 million), primarily for energy and chemicals, more than offset lower unabsorbed costs due to economic downtime ($26 million), higher sales price and mix ($19 million), lower operating costs ($12 million) and lower planned maintenance outages ($5 million).

NON-GAAP FINANCIAL MEASURES

Management provides Adjusted EBITDA, a non-GAAP financial measure, to supplement our GAAP financial information, and it should be considered in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Management uses this measure in managing the operating performance of our business and believes that Adjusted EBITDA provide investors and analysts meaningful insights into our operating performance and is a relevant metric for the third-party debt. Adjusted EBITDA is reconciled to Net income, the most directly comparable GAAP measure. Adjusted EBITDA may be determined or calculated differently by other companies and therefore may not be comparable among companies.

In millions for the years ended December 31

(a) Net special items represent income or expenses that are incurred periodically, rather than on a regular basis. Net special items in the periods presented primarily include the impairment of goodwill in our France reporting unit, charges related to the termination of the Georgetown mill offtake agreement, environmental reserves in Brazil, legal fees related to the Brazil Tax Dispute, foreign VAT refunds, transaction and integration costs related to the Nymölla acquisition and certain severance costs related to our salaried workforce.

(b) We define Adjusted EBITDA (non-GAAP) as net income (GAAP), net of taxes plus the sum of income taxes, net interest expense (income), depreciation, amortization and cost of timber harvested, stock-based compensation, foreign exchange on a note receivable from our Brazilian subsidiary, and, when applicable for the periods reported, special items.

Free cash flow is a non-GAAP measure and the most directly comparable GAAP measure is cash provided by operating activities. Management believes that free cash flow is useful to investors as a liquidity measure because it measures the amount of cash generated that is available, after reinvesting in the business, to maintain a strong balance sheet and service debt, and return cash to shareowners. It should not be inferred that the entire free cash flow amount is available for discretionary expenditures. By adjusting for certain items that are not indicative of the Company’s ongoing performance, free cash flow also enables investors to perform meaningful comparisons between past and present periods.

The following are reconciliations of cash provided by operating activities to free cash flow:

In millions for the years ended December 31

The non-GAAP financial measures presented in this Annual Report on Form 10-K as referenced above have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our results calculated in accordance with GAAP. In addition, because not all companies utilize identical calculations, the Company’s presentation of non-GAAP measures in this Annual Report on Form 10-K may not be comparable to similarly titled measures disclosed by other companies, including companies in the same industry as the Company.

LIQUIDITY AND CAPITAL RESOURCES

Overview

Our ability to fund the Company’s cash needs depends on our ongoing ability to generate cash from operations and obtain financing on acceptable terms. Based upon our history of generating strong operating cash flow, we believe we will be able to meet our short-term liquidity needs. We believe we will meet known or reasonably likely future cash requirements through the combination of cash flows from operating activities, available cash balances and available borrowings through the issuance of third-party debt, as needed.

A major factor in our liquidity and capital resource planning is our generation of operating cash flow, which is highly sensitive to changes in the pricing and demand for our products. While changes in key operating cash costs, such as raw materials, energy, mill outages and distribution expenses do have an effect on operating cash generation, we believe that our focus on commercial and operational excellence, as well as our ability to manage costs and working capital, will provide sufficient cash flow generation to meet our operational and capital spending needs.

The terms of the agreements governing our debt contain customary limitations as well as other provisions. These provisions may also restrict our business and, in the event we cannot meet the terms of those provisions, may adversely impact our financial condition, results of operations or cash flows.

Operating Activities

Cash provided by operating activities totaled $268 million for the year ended December 31, 2025, compared with cash provided by operating activities of $469 million for the year ended December 31, 2024. The decrease in cash provided by operating activities in 2025 relates primarily to lower net income and timing of cash flows related to working capital.

Cash used for working capital components (accounts and notes receivable, inventories, accounts payable and accrued liabilities, and other) was $79 million for the year ended December 31, 2025, compared with cash used for working capital components of $8 million for the year ended December 31, 2024. Working capital components for the year ended December 31, 2025 reflect $33 million of cash provided by accounts and notes receivable. This activity was offset by $14 million, $52 million and $46 million of cash used for inventories, accounts payable and accrued liabilities, and other operating activities, respectively.

Investment Activities

The total cash outflow from investing activities for the year ended December 31, 2025 increased from the year ended December 31, 2024, due to increased capital spending.

The following table shows capital spending by our business segments and corporate:

In millions for the years ended December 31

Capital spending primarily consists of purchases of machinery and equipment and reforestation related to our global mill operations. As a percentage of depreciation, amortization and cost of timber harvested, capital spending totaled 125% and 139% for the years ended December 31, 2025 and 2024, respectively.

Financing Activities

Cash used for financing activities for the year ended December 31, 2025 primarily reflects the payments of $11 million, $45 million, $111 million, and $12 million on our outstanding principal debt balances for Term Loan A, the AR Securitization, Revolving Credit Facility, and Term Loan F-2, respectively. These amounts are primarily offset by draws on our Revolving Credit Facility and AR Securitization of $178 million and $47 million, respectively. During the year ended December 31, 2025, the Company also paid $73 million in dividends and paid $82 million to repurchase shares pursuant to our share repurchase program.

Cash used for financing activities for the year ended December 31, 2024 primarily reflects the payments of $218 million, $49 million, $35 million, $10 million, and $3 million on our outstanding principal debt balances for Term Loan F, Term Loan A, the AR Securitization, Revolving Credit Facility, and Term Loan F-2, respectively. Additionally, payments of $93 million were made to redeem, at a premium, the full value of our 7.00% Senior Notes and pay $5 million in debt issuance costs in connection with the debt refinancing in the third quarter of 2024. These amounts are primarily offset by the issuance of Term Loan F-2, draws on our Revolving Credit Facility, and AR Securitization of $235 million, $10 million, and $6 million, respectively. During the year ended December 31, 2024, the Company also paid $62 million in dividends and paid $69 million to repurchase shares pursuant to our share repurchase program.

Contractual Obligations

Contractual obligations for future payments at December 31, 2025 primarily relate to lease commitments, raw material purchase obligations and principal debt payments. Operating and financing leases represent minimum required lease payments during the noncancelable lease term. Most real estate leases also require payment of related operating expenses such as taxes, insurance, utilities, and maintenance, which are not included in our estimated capital lease obligation. Our total estimated lease obligations total $27 million in 2026, an average of $11 million from 2027 to 2031 and $11 million thereafter.

At December 31, 2025, contractual obligations for future payments of long-term debt maturities by calendar year were as follows: 2026 - $20 million; 2027 - $370 million; 2028 - $23 million; 2029 - $189 million; 2030 - $12 million; thereafter - $161 million. In addition, at December 31, 2025 there is an outstanding balance of $67 million related to a cash flow-based revolving credit facility which matures in 2029.

Purchase obligations for commercial commitments include inventory obligations to purchase raw materials, including starch, electricity, fuel oil, corrugated boxes, wood and Precipitated Calcium Carbonate (“PCC”). Our total estimated commercial commitments include $406 million in 2026, $175 million in 2027 and average $35 million annually from 2028 to 2030, with $172 million thereafter.

Capital Expenditures

For the year ended December 31, 2025, we have invested approximately $224 million, or 6.7% of net sales in total capital expenditures. Of that amount, we spent approximately $162 million, or 4.8% of net sales, on maintenance, regulatory and reforestation capital expenditures, and approximately $62 million, or 1.9% of net sales, on high-return capital projects. Our annual maintenance, regulatory and reforestation capital expenditures are expected to be in the range of approximately $165 to

$190 million per year (before inflation) for the next several years, which we believe will be sufficient to maintain our operations and productivity. In addition, we expect to invest approximately $95 million in high-return projects in 2026.

PILLAR TWO DIRECTIVE

The OECD Pillar Two global minimum tax rules have been enacted in numerous jurisdictions in which the Group operates, with effective dates beginning January 1, 2024 and continuing through 2025. Management has assessed the potential impact of the rules on the Group’s 2025 tax obligations. Based on currently available information, no material top‑up tax liabilities are expected for the year ended December 31, 2025. However, the Group continues to monitor evolving administrative guidance and data requirements, which may affect future reporting periods.

CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with U.S. GAAP requires the Company to establish accounting policies and to make estimates that affect both the amounts and timing of the recording of assets, liabilities, revenues and expenses. Some of these estimates require subjective judgments about matters that are inherently uncertain.

Accounting policies whose application may have a significant effect on the reported results of operations and financial position of the Company, and that can require judgments by management that affect their application, include the accounting for impairment or disposal of long-lived assets and goodwill, income taxes and commitments and contingencies.

Impairment of Long-Lived Assets and Goodwill

An impairment of a long-lived asset exists when an asset group’s carrying amount exceeds its fair value and is recorded when the carrying amount is not recoverable through undiscounted cash flows from future operations or disposals. A goodwill impairment exists when the carrying amount of a reporting unit with goodwill exceeds its fair value. Assessments of possible impairments of long-lived assets and goodwill are made when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable or may, if a business is classified as held for sale, exceed the sales price less costs to dispose. Additionally, evaluation for possible impairment of goodwill is required annually. The amount and timing of any impairment charges based on these assessments may require the estimation of future cash flows or the fair market value of the related assets based on management’s best estimates of certain key factors, including future selling prices and volumes, operating, raw material, energy and freight costs, various other projected operating economic factors and other intended uses of the assets. As these key factors change in future periods, the Company will update its impairment analysis to reflect its latest estimates and projections.

Our policy around goodwill impairment testing permits us to perform a qualitative assessment or a quantitative goodwill impairment test. If a qualitative assessment is performed, an entity is not required to perform the quantitative goodwill impairment test unless the entity determines that, based on that qualitative assessment, it is more likely than not that its fair value is less than its carrying value.

The Company performed its annual testing of goodwill impairment by applying the qualitative assessment to its Brazil reporting unit as of October 1, 2025. For the current year evaluation, the Company assessed various assumptions, events and circumstances that would have affected the estimated fair value of the reporting unit under the qualitative assessment. The results of the qualitative assessment indicated that it is not more likely than not that the fair value of its Brazil reporting unit was less than its carrying value.

The Company also performed its annual testing of goodwill impairment by applying the quantitative goodwill impairment test to its France reporting unit due to continued challenging market conditions in Europe. The Company calculated the estimated fair value of the France reporting unit using a weighted approach based on discounted future cash flows, market multiples and transaction multiples, and determined that all of the goodwill in the business, totaling $11 million, should be written off.

In addition, the Company considered whether there were any events or circumstances outside of the annual evaluation that would reduce the fair value of its reporting units with goodwill below their carrying amounts and necessitate an interim goodwill impairment evaluation. In consideration of all relevant factors, there were no indicators that would require goodwill impairment subsequent to October 1, 2025.

The Company recorded an $11 million impairment charge in 2025 and recorded no goodwill impairment charges in 2024 or 2023.

Income Taxes

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine deferred tax balances on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax balances is recognized in income in the period that includes the enactment date.

We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. Judgment is required in evaluating the need for and magnitude of appropriate valuation allowances against deferred tax assets. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law and results of recent operations. If we determine that we would not be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would not benefit the projected losses in our annual effective estimated tax rate and/or make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

We record uncertain tax positions in accordance with ASC 740. Significant judgment is required in evaluating the need for and magnitude of appropriate uncertain tax positions. We estimate uncertain tax positions on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

While we believe that these judgments and estimates are appropriate and reasonable under the circumstances, actual resolution of these matters may differ from recorded estimates and amounts.

Commitments and Contingent Liabilities

Accruals for contingent liabilities, including environmental and safety matters, taxes (including VAT), personal injury, product liability, labor and employment, contracts, sales of property and other matters, are recorded when it is probable that a liability has been incurred or an asset impaired and the amount of the loss can be reasonably estimated. Liabilities accrued for value-added tax and other legal matters require judgments regarding projected outcomes and range of loss based on historical litigation and settlement experience and recommendations of legal counsel and, if applicable, other experts. Liabilities for environmental matters require evaluations of relevant environmental regulations and estimates of future remediation alternatives and costs. Claims-based liabilities require review of recent and historical claims data. The Company utilizes its in-house legal and environmental experts to develop estimates and involves third-party specialists as needed to analyze its most complex contingent liabilities.

RECENT ACCOUNTING DEVELOPMENTS

See Note 3 Recent Accounting Developments in Item 8. Financial Statements and Supplementary Data for a discussion of new accounting pronouncements.

FOREIGN CURRENCY EFFECTS

The Company has operations in a number of countries. Its operations in those countries also export to, and compete with, imports from other regions. As such, currency movements can have a number of direct and indirect impacts on the Company’s financial statements. Direct impacts include the translation of international operations’ local currency financial statements into U.S. dollars and the remeasurement impact associated with non-functional currency financial assets and liabilities. Indirect impacts include the change in competitiveness of imports into, and exports out of, the countries in which we operate due to the local currency pricing of products. The currencies that have the most impact on our continuing operations are the Euro and the Brazilian real.

MARKET RISK

We use financial instruments, including fixed and variable rate debt. We do not use financial instruments for trading purposes. Additionally, various derivative contracts are used to hedge exposures to interest rate and foreign currency risks.

Interest Rate Risk

Sylvamo is subject to interest rate risk in connection with the issuance of debt. Our exposure to interest rate risk arises primarily from changes in SOFR. As of December 31, 2025, Sylvamo had floating rate debt of $842 million comprised of Term Loan F, Term Loan F-2, Term Loan A and amounts drawn on the Securitization Program and Revolving Credit Facility, which is partially offset by $428 million of interest rate swaps. At December 31, 2025, the applicable one-month SOFR rate was 3.72%. Based on the amounts outstanding, a 100-basis point increase in market interest rates would result in a change to annual interest expense, including the impact of the swaps, of approximately $4 million at December 31, 2025. As of December 31, 2024, Sylvamo had floating rate debt of $796 million comprised of Term Loan F, Term Loan F-2 and Term Loan A and amounts drawn on the Securitization Program, which is partially offset by $652 million of interest rate swaps. At December 31, 2024, the applicable one-month SOFR rate was 4.36%. Based on the amounts outstanding, a 100-basis point increase in market interest rates would result in a change to annual interest expense of approximately $1 million at December 31, 2024. For more information about our term loans, Revolving Credit Facility, and Securitization Program see Note 12 Long-Term Debt to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Foreign Currency Risk

The Company transacts business in many currencies and is also subject to currency exchange rate risk through investments and businesses owned and operated outside the United States. Our objective in managing the associated foreign currency risks is to minimize the effect of exchange rate fluctuations on our after-tax cash flows. We address these risks on a limited basis by entering into cross-currency interest rate swaps or foreign exchange contracts. At December 31, 2025 and 2024 the net fair value of financial instruments with exposure to foreign currency risk was approximately a $0 million asset and a $14 million liability, respectively. The potential loss in fair value for such financial instruments from a 10% adverse change in quoted foreign currency exchange rates would have been approximately $9 million and $14 million at December 31, 2025 and 2024, respectively.

The information set forth in Part II, Item 7 of this Annual Report on Form 10-K under “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Market Risk” is incorporated by reference into this Item 7A.

DISCLOSURE CONTROLS AND PROCEDURES

As of December 31, 2025, an evaluation was carried out under the supervision and with the participation of the Company’s management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as that term is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act). Based upon this evaluation, our principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2025.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting that occurred in the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

See Item 8. Financial Statements and Supplementary Data in this Annual Report on Form 10-K for management's annual report on our internal control over financial reporting and the attestation report of our independent public accounting firm, which is incorporated herein by reference.