UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to RAYONIER INC. (Exact name of registrant as specified in its charter) North Carolina 1-6780 13-2607329 (State or other Jurisdiction of incorporation or organization ...

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Core Viewpoint - The article discusses the investment potential of UPMKF shares, highlighting the author's long position in the stock and expressing a positive outlook on its performance [1]. Group 1: Company Insights - UPMKF is positioned favorably in the market, with the author indicating a beneficial long position through various means such as stock ownership and derivatives [1]. - The article emphasizes the importance of conducting thorough due diligence and research before making any investment decisions related to UPMKF [2]. Group 2: Investment Considerations - The author notes that short-term trading and options trading can be extremely risky, suggesting that these strategies may not be suitable for investors with limited capital or experience [2]. - There is a mention of specific risks associated with investing in European and Scandinavian stocks, including withholding tax risks that investors should be aware of [2].

Financial Data and Key Metrics Changes - The company reported full-year Adjusted EBITDA of $248 million for 2025, an 8% increase from 2024, exceeding prior guidance [5][6] - Fourth-quarter Adjusted EBITDA was $62 million, down from $95 million in the prior year period [10][6] - Pro forma net income for the full year was $89 million, or $0.57 per share, while fourth-quarter pro forma net income was $32 million, or $0.20 per share [6][9] Business Line Data and Key Metrics Changes - Southern Timber segment generated fourth-quarter Adjusted EBITDA of $32 million, down 8% year-over-year due to lower net stumpage realizations [7][12] - Pacific Northwest Timber segment reported fourth-quarter Adjusted EBITDA of $5 million, a 24% decline from the prior year, primarily due to a 26% decrease in harvest volumes [16][12] - Real estate segment achieved full-year Adjusted EBITDA of $127 million, significantly above guidance, with fourth-quarter Adjusted EBITDA of $33 million [18][19] Market Data and Key Metrics Changes - The company noted that rural HBU markets remained strong, contributing to the real estate segment's performance [6][19] - Pulpwood pricing in the Atlantic region faced downward pressure due to increased supply and mill closures, impacting overall demand [15][52] - The Pacific Northwest is expected to see tightening log markets due to improving demand from sawmills and constraints on Canadian supply [18][17] Company Strategy and Development Direction - The merger with PotlatchDeltic is expected to create a premier land resources company with a diversified timberland portfolio and enhanced operational efficiencies [3][4] - The company plans to focus on disciplined capital allocation and synergies from the merger to create long-term shareholder value [4][29] - The leadership team is implementing best practices from both companies to optimize organizational structure and enhance operational efficiency [4][29] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the long-term value creation potential from the merger, despite current market challenges in timber and lumber [28][29] - The company anticipates improved demand and pricing in local markets as sawmills ramp up production in response to higher lumber prices [15][18] - Management highlighted the importance of addressing the underbuilt housing stock in the U.S. as a long-term driver for timber demand [52] Other Important Information - The company repurchased approximately 110,000 shares at an average price of $26.31 per share prior to the merger announcement [11] - The company paid a special dividend of $1.40 per share due to taxable gains from the sale of its New Zealand joint venture [11] - The company finished 2025 with $843 million in cash and $1.1 billion in debt, maintaining a conservative leverage profile [12] Q&A Session Summary Question: Can you provide insights on the drivers for real estate sales in 2026? - Management noted that real estate sales are lumpy and significantly impacted by larger transactions, with strong premiums to timberland value driving performance [34][36] Question: What factors influenced the initial harvest guidance for the combined companies? - Management indicated that the guidance reflects a partial year contribution from PotlatchDeltic and aligns with Rayonier's historical sustainable yield [48][49] Question: Are there signs of stabilization in the pulpwood market? - Management acknowledged challenges in the southern timber segment but expressed optimism for long-term demand growth due to housing market dynamics [51][52] Question: What is the company's stance on M&A opportunities in the current market? - Management stated that while the timberland M&A market remains competitive, the focus is on share repurchases as the best use of capital at this time [60][61] Question: How does the company view the integration of wood products within the timberlands portfolio? - Management believes that the integrated model will benefit shareholders over time, with a focus on evaluating investment opportunities based on return potential [76][77]

Financial Data and Key Metrics Changes - The company reported full-year Adjusted EBITDA of $248 million for 2025, an 8% increase from 2024, exceeding prior guidance [5][6] - Pro forma net income for the year was $89 million, or $0.57 per share, with fourth-quarter Adjusted EBITDA of $62 million and pro forma net income of $32 million, or $0.20 per share [6][9] - Cash available for distribution (CAD) increased to $199 million in 2025 from $141 million in the prior year, driven by higher Adjusted EBITDA and lower cash interest expenses [10][12] Business Line Data and Key Metrics Changes - Southern Timber segment generated fourth-quarter Adjusted EBITDA of $32 million, down 8% year-over-year due to lower stumpage realizations, despite higher harvest volumes [7][13] - Pacific Northwest Timber segment reported fourth-quarter Adjusted EBITDA of $5 million, a 24% decline from the prior year, primarily due to a 26% decrease in harvest volumes [16][17] - Real estate segment achieved Adjusted EBITDA of $127 million for 2025, significantly above guidance, with fourth-quarter revenue of $42 million from approximately 3,800 acres sold [18][19] Market Data and Key Metrics Changes - The Southern Timber segment faced challenges with pulpwood pricing, which was down 27% year-over-year due to weaker demand and recent mill closures [14][15] - In the Pacific Northwest, average delivered domestic sawlog pricing decreased 3% year-over-year, while pulpwood pricing increased 26% due to reduced availability of sawmill residuals [17] - The real estate market showed strong demand for rural and development properties, with significant premiums to timberland value, particularly in Texas and Florida [36][38] Company Strategy and Development Direction - The merger with PotlatchDeltic is expected to create a premier land resources company with a diversified timberland portfolio and enhanced operational efficiencies [3][4] - The company aims to focus on disciplined capital allocation and synergies from the merger, with an estimated $40 million in run-rate synergies by the end of year two [29][30] - The company is optimistic about long-term value creation through land-based solutions, including solar and carbon capture projects [28][64] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the long-term fundamentals of the timber and lumber markets, despite current challenges [27][52] - The company anticipates improved demand and pricing in the Southern Timber segment as supply tightens due to hurricane impacts [15][52] - For 2026, the company expects full-year harvest volumes to increase due to the merger, with a conservative outlook on pricing in the Southern Timber segment [22][23] Other Important Information - The company repurchased approximately 110,000 shares at an average price of $26.31 prior to the merger announcement, with $230 million remaining on the share repurchase authorization [11][12] - A special dividend of $1.40 per share was paid, reflecting taxable gains from the sale of a New Zealand joint venture [11][12] Q&A Session Summary Question: Can you provide insights on the real estate segment's performance and expectations for 2026? - Management noted that real estate sales are lumpy and significantly impacted by larger transactions, with strong premiums to timberland value driving outperformance [34][36] Question: What factors influenced the initial harvest guidance for the combined companies? - The guidance reflects a partial year contribution from PotlatchDeltic and aligns with Rayonier's historical sustainable yield [48][49] Question: Are there signs of stabilization in the pulpwood market? - Management indicated that while recent pressures have been challenging, they expect long-term improvements as supply tightens due to hurricane impacts [51][52] Question: What is the company's stance on M&A opportunities in the current market? - The timberland M&A market remains competitive, but the company sees share repurchases as a more attractive use of capital at this time [60][61] Question: How does the company view the integration of wood products within the timberlands portfolio? - Management believes that the integrated model will benefit shareholders over time, with a focus on maximizing returns on capital allocation [76][77]

Financial Data and Key Metrics Changes - The company reported full-year Adjusted EBITDA of $248 million for 2025, an 8% increase over 2024, exceeding prior guidance [5][6] - Fourth-quarter Adjusted EBITDA was $62 million, down from $95 million in the prior year period [11][6] - Pro forma net income for the full year was $89 million, or $0.57 per share, with fourth-quarter pro forma net income of $32 million, or $0.20 per share [6][10] Business Segment Data and Key Metrics Changes - Southern Timber segment generated fourth-quarter Adjusted EBITDA of $32 million, down 8% from the prior year, due to lower net stumpage realizations [8][13] - Pacific Northwest Timber segment reported fourth-quarter Adjusted EBITDA of $5 million, a 24% decline from the prior year, primarily due to a 26% decrease in harvest volumes [18][17] - Real estate segment achieved full-year Adjusted EBITDA of $127 million, significantly above the original guidance range, with fourth-quarter Adjusted EBITDA of $33 million [19][20] Market Data and Key Metrics Changes - The company noted that rural HBU markets remained strong, contributing to the real estate segment's performance [6][20] - Pulpwood pricing in the Atlantic region was under pressure due to mill closures and increased supply, with average pricing down 27% compared to the prior year [14][16] - The company expects improved demand and pricing in local markets as sawmills ramp up production in response to higher lumber prices [15][19] Company Strategy and Development Direction - The merger with PotlatchDeltic is expected to create a premier land resources company with a diversified timberland portfolio and enhanced operational efficiencies [3][4] - The company plans to focus on disciplined capital allocation and creating long-term value through synergies from the merger [4][32] - The company is optimistic about the long-term value creation potential from land-based solutions, including solar and carbon capture projects [31][68] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the merger's ability to deliver strategic and financial benefits, despite challenging market conditions [4][29] - The company anticipates a tightening of supply in the timber market due to the impact of Hurricane Helene, which should support improved market conditions over time [17][56] - Management remains optimistic about the long-term demand for timber, driven by an underbuilt housing stock and expected growth in housing starts [56][57] Other Important Information - The company repurchased approximately 110,000 shares at an average price of $26.31 per share prior to the merger announcement [12] - The company paid a special dividend of $1.40 per share due to taxable gains from the sale of its New Zealand joint venture [12] - The company finished the year with $843 million in cash and $1.1 billion in debt, maintaining a conservative leverage profile [13] Q&A Session Summary Question: Insights on real estate performance and drivers for 2026 - Management noted that real estate sales are lumpy and significantly impacted by larger transactions, with strong premiums to timberland value driving performance [37][39] Question: Share repurchase strategy and capital structure considerations - Management indicated that share repurchases are attractive given the stock price discount to net asset value, with $230 million remaining on the authorization [43][46] Question: Initial harvest guidance for the combined companies - Management explained that the guidance reflects a partial year contribution from PotlatchDeltic and is generally in line with historical sustainable yields [52][53] Question: Pulpwood market dynamics and pricing outlook - Management acknowledged challenges in the pulpwood market but expressed optimism for long-term improvements as supply pressures subside [56][79] Question: Opportunities in timberland M&A and wood products investments - Management stated that the timberland M&A market remains competitive, and while they will evaluate opportunities, share repurchases currently present the best value [64][66]

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Q4 2025 Financial Supplement February 2026 Safe Harbor Statement Non-GAAP Financial Measures - To supplement Rayonier's financial statements presented in accordance with generally accepted accounting principles in the United States ("GAAP"), Rayonier uses certain non-GAAP measures, including "cash available for distribution," "pro forma sales," "pro forma operating income (loss)," "pro forma net income," and "Adjusted EBITDA," which are defined and further explained in this communication. Reconciliation of ...

分组1 - Rayonier reported quarterly earnings of $0.20 per share, exceeding the Zacks Consensus Estimate of $0.12 per share, but down from $0.27 per share a year ago, representing an earnings surprise of +66.67% [1] - The company posted revenues of $117.5 million for the quarter ended December 2025, surpassing the Zacks Consensus Estimate by 8.56%, compared to year-ago revenues of $726.3 million [2] - Rayonier has outperformed the S&P 500 with a 3.6% increase in shares since the beginning of the year, while the S&P 500 gained 1.4% [3] 分组2 - The current consensus EPS estimate for the upcoming quarter is $0.07 on revenues of $113.55 million, and for the current fiscal year, it is $0.55 on revenues of $490 million [7] - The Zacks Industry Rank for Building Products - Wood is in the bottom 14% of over 250 Zacks industries, indicating potential underperformance compared to higher-ranked industries [8] - Rayonier's estimate revisions trend was unfavorable prior to the earnings release, resulting in a Zacks Rank 4 (Sell) for the stock, suggesting expected underperformance in the near future [6]

Financial Performance - Fourth quarter net income attributable to Rayonier was $25.9 million, or $0.16 per share, on revenues of $117.5 million, a significant decrease from $327.1 million, or $2.15 per share, on revenues of $650.5 million in the prior year quarter[3] - Full-year net income attributable to Rayonier was $474.4 million, or $3.03 per share, on revenues of $484.5 million, compared to $359.1 million, or $2.39 per share, on revenues of $987.9 million in the prior year[8] - Fourth quarter pro forma net income was $32.1 million, or $0.20 per share, down from $36.1 million, or $0.24 per share, in the prior year period[4] - Operating income for the year ended December 31, 2025, was $83.3 million, down from $364.1 million in 2024, reflecting a significant decline in performance[30] - Net income attributable to Rayonier Inc. for the year ended December 31, 2025, was $474.4 million, compared to $359.1 million in 2024, indicating a year-over-year increase of approximately 32%[30] - Basic earnings per share for continuing operations were $0.47 for the year ended December 31, 2025, down from $2.26 in 2024[30] - Net income for the year ended December 31, 2025, increased to $480.4 million from $369.0 million in 2024, representing a growth of 30.2%[41] Revenue and Sales - Total sales for the three months ended December 31, 2025, were $117.5 million, a decrease from $177.5 million in the previous quarter and $650.5 million in the same quarter last year[30] - Total sales for the year ended December 31, 2025, were $484.5 million, down from $987.9 million in 2024, a decline of 50.9%[45] - Pro forma sales for the year ended December 31, 2025, were $484.5 million, compared to $492.9 million in 2024, reflecting a decrease of 1.0%[49] - Fourth quarter sales in the Real Estate segment were $42.3 million, down $524.9 million year-over-year, primarily due to lower acres sold[14] - Southern Timber segment's fourth quarter sales decreased 3% to $57.2 million, with harvest volumes increasing 10% to 1.72 million tons[10] - Pacific Northwest Timber segment's fourth quarter sales decreased 26% to $18.0 million, with harvest volumes down 26% to 214,000 tons[11] Adjusted EBITDA - Adjusted EBITDA for the fourth quarter was $61.7 million, a decrease of 35% compared to $95.1 million in the prior year period[6] - Full-year Adjusted EBITDA was $248.0 million, an 8% increase over the prior year, driven by strong performance in the Real Estate segment[9] - Fourth quarter Adjusted EBITDA was $32.7 million, a decrease of $30.7 million compared to the prior year period[14] - Adjusted EBITDA for the year ended December 31, 2025, increased to $248.0 million from $230.2 million in 2024, an increase of 7.8%[48] - The Real Estate segment is projected to contribute Adjusted EBITDA of $30 to $35 million in Q1 2026, with a full-year expectation of $180 to $200 million[20] Shareholder Returns - Rayonier returned over $235 million of capital to shareholders through special cash dividends and share repurchases since November 2023[5] - Rayonier Inc. declared a special dividend of $1.40 per share in 2025, which was a combination of cash and common shares, enhancing shareholder returns[37] - Dividends paid in 2025 totaled $292.1 million, up from $200.6 million in 2024, an increase of 45.6%[42] Debt and Equity - The company reported a decrease in long-term debt to $845.3 million as of December 31, 2025, down from $1,044.4 million in 2024, indicating improved financial leverage[33] - Total shareholders' equity rose to $2,209.7 million as of December 31, 2025, up from $1,780.5 million in 2024, reflecting a growth of approximately 24%[33] - Cash and cash equivalents increased to $842.9 million as of December 31, 2025, compared to $303.1 million a year earlier, showing a strong liquidity position[33] Merger and Strategic Developments - The merger with PotlatchDeltic was completed on January 30, 2026, creating a leading land resources REIT[5] - The merger with PotlatchDeltic is expected to enhance sustainable yield and improve pricing conditions in the timber segments[20] - The company incurred costs related to the merger with PotlatchDeltic amounting to $6.3 million for the year ended December 31, 2025[52] Operational Challenges - Corporate and other operating expenses increased by $3.6 million to $14.3 million, largely due to merger-related costs[14] - The company reported an asset impairment charge of $7.0 million for the year ended December 31, 2025, related to certain real estate assets[52] - The company reported a net cost of $1.7 million associated with legal settlements for the year ended December 31, 2025[53] - Capital expenditures from continuing operations decreased to $50.0 million in 2025 from $62.1 million in 2024, a reduction of 19.0%[48] Future Projections - For 2026, the Southern Timber segment expects harvest volumes of 12.1 to 12.6 million tons, while Northwest Timber anticipates 2.0 to 2.3 million tons[20] - Pro forma operating income for the year ended December 31, 2025, was $97.8 million, with adjusted EBITDA totaling $248.0 million, reflecting a significant operational performance[52]