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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2025

or

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number 1-32729

PotlatchDeltic Corporation

(Exact name of registrant as specified in its charter)

Delaware | 82-0156045
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.)

601 West First Avenue, Suite 1600 |
Spokane, Washington | 99201
(Address of principal executive offices) | (Zip Code)

(509) 835-1500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading symbol(s) | Name of each exchange on which registered
Common Stock ($1 par value) | PCH | Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer | ☒ | Accelerated Filer | ☐ | Non-accelerated Filer | ☐
Smaller Reporting Company | ☐ | Emerging Growth Company | ☐ |  |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The number of shares of common stock of the registrant outstanding (in thousands) at July 2 9, 2025, was 77,286.

Table of Contents

POTLATCHDELTIC CORPORATION AND CONSOLIDATED SUBSIDIARIES

T able of Contents

|  | Page Number
PART I. - FINANCIAL INFORMATION |
ITEM 1. | Financial Statements (unaudited) |
| Condensed Consolidated Statements of Operations | 3
| Condensed Consolidated Statements of Comprehensive Income (Loss) | 4
| Condensed Consolidated Balance Sheets | 5
| Condensed Consolidated Statements of Cash Flows | 6
| Condensed Consolidated Statements of Stockholders’ Equity | 7
| Index for the Notes to Condensed Consolidated Financial Statements | 8
| Notes to Condensed Consolidated Financial Statements | 9
ITEM 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 22
ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk | 36
ITEM 4. | Controls and Procedures | 36
PART II. - OTHER INFORMATION |
ITEM 1. | Legal Proceedings | 36
ITEM 1A. | Risk Factors | 36
ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 37
ITEM 5. | Other Information | 37
ITEM 6. | Exhibits | 38
SIGNATURE | 39

Table of Contents

Part I – FINANCIAL INFORMATION

ITEM 1. FINANC IAL STATEMENTS

PotlatchDeltic Corporation and Consolidated Subsidiaries

Condensed Consolidated Stat ements of Operations

(Unaudited)

| Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(in thousands, except per share amounts) | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Revenues | $ | 274,985 |  |  | $ | 320,671 |  |  | $ | 543,245 |  |  | $ | 548,798 |
Costs and expenses: |  |  |  |  |  |  |  |  |  |  |
Cost of goods sold |  | 239,332 |  |  |  | 282,473 |  |  |  | 459,737 |  |  |  | 494,633 |
Selling, general and administrative expenses |  | 21,807 |  |  |  | 20,752 |  |  |  | 41,662 |  |  |  | 41,479 |
Environmental charge |  | — |  |  |  | — |  |  |  | 490 |  |  |  | — |
|  | 261,139 |  |  |  | 303,225 |  |  |  | 501,889 |  |  |  | 536,112 |
Operating income |  | 13,846 |  |  |  | 17,446 |  |  |  | 41,356 |  |  |  | 12,686 |
Interest expense, net |  | (10,412 | ) |  |  | (8,696 | ) |  |  | (11,904 | ) |  |  | (8,414 | )
Non-operating pension and other postretirement employee benefits |  | (351 | ) |  |  | 201 |  |  |  | (702 | ) |  |  | 402 |
Other |  | 741 |  |  |  | (23 | ) |  |  | 535 |  |  |  | (168 | )
Income before income taxes |  | 3,824 |  |  |  | 8,928 |  |  |  | 29,285 |  |  |  | 4,506 |
Income taxes |  | 3,530 |  |  |  | 4,750 |  |  |  | 3,874 |  |  |  | 8,867 |
Net income | $ | 7,354 |  |  | $ | 13,678 |  |  | $ | 33,159 |  |  | $ | 13,373 |
Net income per share: |  |  |  |  |  |  |  |  |  |  |
Basic | $ | 0.09 |  |  | $ | 0.17 |  |  | $ | 0.42 |  |  | $ | 0.17 |
Diluted | $ | 0.09 |  |  | $ | 0.17 |  |  | $ | 0.42 |  |  | $ | 0.17 |
Dividends per share | $ | 0.45 |  |  | $ | 0.45 |  |  | $ | 0.90 |  |  | $ | 0.90 |
Weighted-average shares outstanding |  |  |  |  |  |  |  |  |  |  |
Basic |  | 78,280 |  |  |  | 79,627 |  |  |  | 78,643 |  |  |  | 79,656 |
Diluted |  | 78,441 |  |  |  | 79,741 |  |  |  | 78,781 |  |  |  | 79,756 |

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

Table of Contents

PotlatchDeltic Corporation and Consolidated Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(in thousands) |  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Net income |  | $ | 7,354 |  |  | $ | 13,678 |  |  | $ | 33,159 |  |  | $ | 13,373 |
Other comprehensive income (loss), net of tax: |  |  |  |  |  |  |  |  |  |  |  |
Pension and other postretirement employee benefits |  |  | (147 | ) |  |  | (230 | ) |  |  | (295 | ) |  |  | (459 | )
Cash flow hedges |  |  | (7,706 | ) |  |  | 3,611 |  |  |  | (24,315 | ) |  |  | 19,536 |
Other comprehensive income (loss), net of tax |  |  | (7,853 | ) |  |  | 3,381 |  |  |  | (24,610 | ) |  |  | 19,077 |
Comprehensive income (loss) |  | $ | (499 | ) |  | $ | 17,059 |  |  | $ | 8,549 |  |  | $ | 32,450 |

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

Table of Contents

PotlatchDeltic Corporation and Consolidated Subsidiaries

Condensed Consolida ted Balance Sheets

(Unaudited)

(in thousands, except per share amounts) |  | June 30, 2025 |  |  | December 31, 2024 |
ASSETS |  |  |  |  |  |
Current assets: |  |  |  |  |  |
Cash and cash equivalents |  | $ | 95,277 |  |  | $ | 151,551 |
Customer receivables, net |  |  | 33,799 |  |  |  | 23,358 |
Inventories, net |  |  | 87,037 |  |  |  | 82,926 |
Other current assets |  |  | 42,741 |  |  |  | 41,295 |
Total current assets |  |  | 258,854 |  |  |  | 299,130 |
Property, plant and equipment, net |  |  | 396,167 |  |  |  | 408,913 |
Investment in real estate held for development and sale |  |  | 53,642 |  |  |  | 50,809 |
Timber and timberlands, net |  |  | 2,320,697 |  |  |  | 2,357,151 |
Intangible assets, net |  |  | 12,971 |  |  |  | 13,861 |
Other long-term assets |  |  | 142,372 |  |  |  | 175,579 |
Total assets |  | $ | 3,184,703 |  |  | $ | 3,305,443 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |
Current liabilities: |  |  |  |  |  |
Accounts payable and accrued liabilities |  | $ | 96,569 |  |  | $ | 95,628 |
Current portion of long-term debt |  |  | 127,383 |  |  |  | 99,552 |
Current portion of pension and other postretirement employee benefits |  |  | 5,098 |  |  |  | 5,098 |
Total current liabilities |  |  | 229,050 |  |  |  | 200,278 |
Long-term debt |  |  | 907,786 |  |  |  | 935,100 |
Pension and other postretirement employee benefits |  |  | 75,328 |  |  |  | 76,272 |
Deferred tax liabilities, net |  |  | 16,729 |  |  |  | 21,123 |
Other long-term obligations |  |  | 33,883 |  |  |  | 35,000 |
Total liabilities |  |  | 1,262,776 |  |  |  | 1,267,773 |
Commitments and contingencies |  |  |  |  |  |
Stockholders' equity: |  |  |  |  |  |
Preferred stock, authorized 4,000 shares, no shares issued |  |  | — |  |  |  | — |
Common stock, $1 par value, 200,000 shares authorized, 77,286 and 78,684 shares issued and outstanding |  |  | 77,286 |  |  |  | 78,684 |
Additional paid-in capital |  |  | 2,321,235 |  |  |  | 2,315,176 |
Accumulated deficit |  |  | (566,125 | ) |  |  | (470,331 | )
Accumulated other comprehensive income |  |  | 89,531 |  |  |  | 114,141 |
Total stockholders’ equity |  |  | 1,921,927 |  |  |  | 2,037,670 |
Total liabilities and stockholders' equity |  | $ | 3,184,703 |  |  | $ | 3,305,443 |

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

Table of Contents

PotlatchDeltic Corporation and Consolidated Subsidiaries

Condensed Consolidated S tatements of Cash Flows

(Unaudited)

|  | Six Months Ended June 30, |
(in thousands) |  | 2025 |  |  | 2024 |
CASH FLOWS FROM OPERATING ACTIVITIES |  |  |  |  |  |
Net income |  | $ | 33,159 |  |  | $ | 13,373 |
Adjustments to reconcile net income to net cash from operating activities: |  |  |  |  |  |
Depreciation, depletion and amortization |  |  | 52,537 |  |  |  | 60,476 |
Basis of real estate sold |  |  | 21,348 |  |  |  | 60,617 |
Change in deferred taxes |  |  | (3,875 | ) |  |  | (8,839 | )
Pension and other postretirement employee benefits |  |  | 3,263 |  |  |  | 2,288 |
Equity-based compensation expense |  |  | 5,954 |  |  |  | 5,522 |
Amortization related to redesignated forward-starting interest rate swaps |  |  | 5,651 |  |  |  | 5,286 |
Interest received under swaps with other-than-insignificant financing element |  |  | (13,936 | ) |  |  | (14,967 | )
Other, net |  |  | 1,163 |  |  |  | 26 |
Change in working capital and operating-related activities, net |  |  | (4,508 | ) |  |  | (3,996 | )
Real estate development expenditures |  |  | (6,104 | ) |  |  | (2,722 | )
Funding of pension and other postretirement employee benefits |  |  | (4,602 | ) |  |  | (2,135 | )
Proceeds from insurance recoveries |  |  | — |  |  |  | 1,680 |
Net cash from operating activities |  |  | 90,050 |  |  |  | 116,609 |
CASH FLOWS FROM INVESTING ACTIVITIES |  |  |  |  |  |
Property, plant and equipment additions |  |  | (15,750 | ) |  |  | (26,603 | )
Timberlands reforestation and roads |  |  | (11,336 | ) |  |  | (12,814 | )
Acquisition of timber and timberlands |  |  | (374 | ) |  |  | (31,481 | )
Interest received under swaps with other-than-insignificant financing element |  |  | 13,123 |  |  |  | 13,924 |
Other, net |  |  | 975 |  |  |  | 618 |
Net cash from investing activities |  |  | (13,362 | ) |  |  | (56,356 | )
CASH FLOWS FROM FINANCING ACTIVITIES |  |  |  |  |  |
Distributions to common stockholders |  |  | (70,213 | ) |  |  | (71,456 | )
Repurchase of common stock |  |  | (60,030 | ) |  |  | (23,905 | )
Other, net |  |  | (2,126 | ) |  |  | (2,236 | )
Net cash from financing activities |  |  | (132,369 | ) |  |  | (97,597 | )
Change in cash, cash equivalents and restricted cash |  |  | (55,681 | ) |  |  | (37,344 | )
Cash, cash equivalents and restricted cash at beginning of period |  |  | 151,725 |  |  |  | 237,688 |
Cash, cash equivalents and restricted cash at end of period |  | $ | 96,044 |  |  | $ | 200,344 |
NONCASH INVESTING AND FINANCING ACTIVITIES |  |  |  |  |  |
Accrued property, plant and equipment additions |  | $ | 814 |  |  | $ | 1,177 |
Accrued timberlands reforestation and roads |  | $ | 1,842 |  |  | $ | 1,912 |
Repurchase of common stock pending settlement |  | $ | — |  |  | $ | 1,107 |

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the amounts shown above in the Condensed Consolidated Statements of Cash Flows.

(in thousands) |  | June 30, 2025 |  |  | June 30, 2024 |
Cash and cash equivalents |  | $ | 95,277 |  |  | $ | 199,723 |
Restricted cash included in other current and long-term assets 1 |  |  | 767 |  |  |  | 621 |
Total cash, cash equivalents, and restricted cash |  | $ | 96,044 |  |  | $ | 200,344 |

1.
Amounts included in restricted cash represent proceeds held by a qualified intermediary that were or are intended to be reinvested in timber and timberlands. At June 30, 2025 and 2024, $0.1 million and $0 were classified as Other current assets.

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

Table of Contents

PotlatchDeltic Corp oration and Consolidated Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

|  | Common Stock |  |  | Additional Paid- |  |  | Accumulated |  |  | Accumulated Other Comprehensive |  |  | Total Stockholders' |
(in thousands, except per share amounts) |  | Shares |  |  | Amount |  |  | in Capital |  |  | Deficit |  |  | Income |  |  | Equity |
Balance, December 31, 2024 |  |  | 78,684 |  |  | $ | 78,684 |  |  | $ | 2,315,176 |  |  | $ | (470,331 | ) |  | $ | 114,141 |  |  | $ | 2,037,670 |
Net income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 25,805 |  |  |  | — |  |  |  | 25,805 |
Shares issued for stock compensation |  |  | 104 |  |  |  | 104 |  |  |  | (104 | ) |  |  | — |  |  |  | — |  |  |  | — |
Equity-based compensation expense |  |  | — |  |  |  | — |  |  |  | 2,759 |  |  |  | — |  |  |  | — |  |  |  | 2,759 |
Repurchase of common stock |  |  | (93 | ) |  |  | (93 | ) |  |  | — |  |  |  | (4,054 | ) |  |  | — |  |  |  | (4,147 | )
Pension plans and OPEB obligations, net of tax |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (148 | ) |  |  | (148 | )
Cash flow hedges, net of tax |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (16,609 | ) |  |  | (16,609 | )
Dividends on common stock, $0.45 per share |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (35,435 | ) |  |  | — |  |  |  | (35,435 | )
Other transactions, net |  |  | — |  |  |  | — |  |  |  | 103 |  |  |  | (105 | ) |  |  | — |  |  |  | (2 | )
Balance, March 31, 2025 |  |  | 78,695 |  |  |  | 78,695 |  |  |  | 2,317,934 |  |  |  | (484,120 | ) |  |  | 97,384 |  |  |  | 2,009,893 |
Net income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 7,354 |  |  |  | — |  |  |  | 7,354 |
Shares issued for stock compensation |  |  | 10 |  |  |  | 10 |  |  |  | (10 | ) |  |  | — |  |  |  | — |  |  |  | — |
Equity-based compensation expense |  |  | — |  |  |  | — |  |  |  | 3,195 |  |  |  | — |  |  |  | — |  |  |  | 3,195 |
Repurchase of common stock |  |  | (1,419 | ) |  |  | (1,419 | ) |  |  | — |  |  |  | (54,464 | ) |  |  | — |  |  |  | (55,883 | )
Pension plans and OPEB obligations, net of tax |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (147 | ) |  |  | (147 | )
Cash flow hedges, net of tax |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (7,706 | ) |  |  | (7,706 | )
Dividends on common stock, $0.45 per share |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (34,778 | ) |  |  | — |  |  |  | (34,778 | )
Other transactions, net |  |  | — |  |  |  | — |  |  |  | 116 |  |  |  | (117 | ) |  |  | — |  |  |  | (1 | )
Balance, June 30, 2025 |  |  | 77,286 |  |  | $ | 77,286 |  |  | $ | 2,321,235 |  |  | $ | (566,125 | ) |  | $ | 89,531 |  |  | $ | 1,921,927 |

|  | Common Stock |  |  | Additional Paid- |  |  | Accumulated |  |  | Accumulated Other Comprehensive |  |  | Total Stockholders' |
(in thousands, except per share amounts) |  | Shares |  |  | Amount |  |  | in Capital |  |  | Deficit |  |  | Income |  |  | Equity |
Balance, December 31, 2023 |  |  | 79,365 |  |  | $ | 79,365 |  |  | $ | 2,303,992 |  |  | $ | (315,291 | ) |  | $ | 103,032 |  |  | $ | 2,171,098 |
Net loss |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (305 | ) |  |  | — |  |  |  | (305 | )
Shares issued for stock compensation |  |  | 143 |  |  |  | 143 |  |  |  | (143 | ) |  |  | — |  |  |  | — |  |  |  | — |
Equity-based compensation expense |  |  | — |  |  |  | — |  |  |  | 2,560 |  |  |  | — |  |  |  | — |  |  |  | 2,560 |
Pension plans and OPEB obligations, net of tax |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (229 | ) |  |  | (229 | )
Cash flow hedges, net of tax |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 15,925 |  |  |  | 15,925 |
Dividends on common stock, $0.45 per share |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (35,779 | ) |  |  | — |  |  |  | (35,779 | )
Other transactions, net |  |  | — |  |  |  | — |  |  |  | 90 |  |  |  | (88 | ) |  |  | — |  |  |  | 2 |
Balance, March 31, 2024 |  |  | 79,508 |  |  |  | 79,508 |  |  |  | 2,306,499 |  |  |  | (351,463 | ) |  |  | 118,728 |  |  |  | 2,153,272 |
Net income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 13,678 |  |  |  | — |  |  |  | 13,678 |
Shares issued for stock compensation |  |  | 4 |  |  |  | 4 |  |  |  | (4 | ) |  |  | — |  |  |  | — |  |  |  | — |
Equity-based compensation expense |  |  | — |  |  |  | — |  |  |  | 2,962 |  |  |  | — |  |  |  | — |  |  |  | 2,962 |
Repurchase of common stock |  |  | (610 | ) |  |  | (610 | ) |  |  | — |  |  |  | (24,402 | ) |  |  | — |  |  |  | (25,012 | )
Pension plans and OPEB obligations, net of tax |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (230 | ) |  |  | (230 | )
Cash flow hedges, net of tax |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 3,611 |  |  |  | 3,611 |
Dividends on common stock, $0.45 per share |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (35,677 | ) |  |  | — |  |  |  | (35,677 | )
Other transactions, net |  |  | — |  |  |  | — |  |  |  | 98 |  |  |  | (103 | ) |  |  | — |  |  |  | (5 | )
Balance, June 30, 2024 |  |  | 78,902 |  |  | $ | 78,902 |  |  | $ | 2,309,555 |  |  | $ | (397,967 | ) |  | $ | 122,109 |  |  | $ | 2,112,599 |

The accompanying notes are an integral part of these condensed consolidated financial statements.

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IND EX FOR THE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Basis of Presentation | 9
Note 2: Segment Information | 10
Note 3: Earnings Per Share | 15
Note 4: Certain Balance Sheet Components | 16
Note 5: Debt | 16
Note 6: Derivative Instruments | 17
Note 7: Fair Value Measurements | 18
Note 8: Equity-Based Compensation | 18
Note 9: Income Taxes | 19
Note 10: Leases | 20
Note 11: Pension and Other Postretirement Employee Benefits | 21
Note 12: Components of Accumulated Other Comprehensive Income | 21

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N otes to Condensed Consolidated Financial Statements

NO TE 1. BASIS OF PRESENTATION

General

PotlatchDeltic Corporation and its subsidiaries (collectively referred to in this report as the company, us, we or our) is a leading timberland Real Estate Investment Trust (REIT) with operations in nine states. We are engaged in activities associated with timberland management, including the sale of timber, the ownership and management of 2.1 million acres of timberlands and the purchase and sale of timberlands. We are also engaged in the manufacturing and sale of wood products and the development of real estate. Our timberlands, real estate development projects and all of our wood products facilities are located within the continental United States. The primary market for our products is the United States.

Condensed Consolidated Financial Statements

The accompanying unaudited Condensed Consolidated Financial Statements provide an overall view of our results and financial condition and reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods presented. Except as otherwise disclosed in these Notes to Condensed Consolidated Financial Statements, such adjustments are of a normal, recurring nature. Intercompany transactions and accounts have been eliminated in consolidation. The Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission pertaining to interim financial statements. Certain disclosures normally provided in accordance with accounting principles generally accepted in the United States (GAAP) have been omitted. This Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on February 13, 2025. Results of operations for interim periods should not be regarded as necessarily indicative of the results that may be expected for the full year.

Use of Estimates

The preparation of our Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and requires judgments affecting the amounts reported in the financial statements and the accompanying notes. Actual results may differ materially from our estimates.

Commitments and Contingencies

We are, from time to time, subject to various claims and legal proceedings that arise in the normal course of business. Based on the information currently available, we do not anticipate that any amounts we may be required to pay in connection with these matters will have a material adverse effect on our consolidated financial position, operating results or net cash flows.

In May 2025, we paid $2.5 million related to our obligations under the Thomson Reservoir Project, leaving $0.1 million accrued as of June 30, 2025. For additional details regarding the project, refer to the section “Commitments, Contingencies and Legal Matters” in Note 1: Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024.

Recently Adopted Accounting Standards

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in ASU 2023-09 require that public entities, on an annual basis, (i) disclose specific categories in the income tax rate reconciliation and (ii) provide additional information for reconciling items, including disaggregation by jurisdiction, that meet a quantitative threshold prescribed by the standard. ASU 2023-09 should be applied on a prospective basis; however, retrospective application is permitted. The adoption of this ASU on January 1, 2025 will be reflected in our annual financial statements for the year ended December 31, 2025. As ASU 2023-09 impacts disclosures only, we do not expect the adoption to have a material impact on our consolidated financial statements.

Recent Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disaggregated quantitative disclosure in the notes to the financial statements of prescribed expense categories included within relevant income statement expense captions. The ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and early adoption is permitted. Management is currently evaluating this ASU. As the standard impacts disclosures only, we do not expect the adoption to have a material impact on our consolidated financial statements.

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Reclassifications

Certain prior period reclassifications were made to conform with current period presentation. These reclassifications had no effect on reported net loss, net loss per share, comprehensive income, cash flows, total assets, total liabilities, or shareholders’ equity as previously reported.

NO TE 2. SEGMENT INFORMATION

Our operations are organized into three reportable segments: Timberlands, Wood Products and Real Estate, all of which are strategic business units that offer different products and services. The segments are managed separately because each business provides different products and utilizes different marketing strategies. Management activities in the Timberlands segment include planting and harvesting trees and building and maintaining roads. The Timberlands segment also generates revenues from non-timber resources such as hunting leases, recreation permits and leases, mineral rights contracts, oil and gas royalties and carbon sequestration. The Wood Products segment manufactures and sells lumber and plywood. The Real Estate segment includes the sale of land holdings deemed non-strategic or identified as having higher and better use alternatives, a master planned community development and a country club.

Our Timberlands segment supplies our Wood Products segment with a portion of its wood fiber needs. These intersegment revenues are based on prevailing market prices as if the sales were to third parties, and typically represent a sizable portion of the Timberlands segment's total revenues. Our other segments generally do not generate intersegment revenues. These intercompany transactions are eliminated in consolidation. The reportable segments follow the same accounting policies used for our Condensed Consolidated Financial Statements, with the exception of the valuation of inventories, which are reported using the average cost method for purposes of reporting segment results.

The following table presents our revenues by major product:

| Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(in thousands) | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Timberlands |  |  |  |  |  |  |  |  |  |  |
Northern region |  |  |  |  |  |  |  |  |  |  |
Sawlogs | $ | 46,003 |  |  | $ | 40,564 |  |  | $ | 89,867 |  |  | $ | 74,370 |
Pulpwood |  | 1,122 |  |  |  | 215 |  |  |  | 1,851 |  |  |  | 280 |
Other |  | 387 |  |  |  | 375 |  |  |  | 859 |  |  |  | 686 |
Total Northern revenues |  | 47,512 |  |  |  | 41,154 |  |  |  | 92,577 |  |  |  | 75,336 |
Southern region |  |  |  |  |  |  |  |  |  |  |
Sawlogs |  | 30,958 |  |  |  | 34,309 |  |  |  | 60,587 |  |  |  | 65,525 |
Pulpwood |  | 15,163 |  |  |  | 15,315 |  |  |  | 32,381 |  |  |  | 30,963 |
Stumpage |  | 3,692 |  |  |  | 4,088 |  |  |  | 8,811 |  |  |  | 11,720 |
Other |  | 4,339 |  |  |  | 3,936 |  |  |  | 9,759 |  |  |  | 8,208 |
Total Southern revenues |  | 54,152 |  |  |  | 57,648 |  |  |  | 111,538 |  |  |  | 116,416 |
|  |  |  |  |  |  |  | - |  |  |  |
Total Timberlands revenues |  | 101,664 |  |  |  | 98,802 |  |  |  | 204,115 |  |  |  | 191,752 |
Wood Products |  |  |  |  |  |  |  |  |  |  |
Lumber |  | 136,372 |  |  |  | 120,888 |  |  |  | 267,820 |  |  |  | 237,611 |
Residuals and Panels |  | 35,447 |  |  |  | 32,691 |  |  |  | 68,644 |  |  |  | 64,566 |
Total Wood Products revenues |  | 171,819 |  |  |  | 153,579 |  |  |  | 336,464 |  |  |  | 302,177 |
Real Estate |  |  |  |  |  |  |  |  |  |  |
Rural real estate |  | 23,177 |  |  |  | 84,853 |  |  |  | 46,438 |  |  |  | 90,379 |
Development real estate |  | 1,882 |  |  |  | 7,488 |  |  |  | 3,126 |  |  |  | 10,362 |
Other |  | 4,037 |  |  |  | 3,391 |  |  |  | 7,123 |  |  |  | 6,098 |
Total Real Estate revenues |  | 29,096 |  |  |  | 95,732 |  |  |  | 56,687 |  |  |  | 106,839 |
Total segment revenues |  | 302,579 |  |  |  | 348,113 |  |  |  | 597,266 |  |  |  | 600,768 |
Intersegment Timberlands revenues 1 |  | (27,594 | ) |  |  | (27,442 | ) |  |  | (54,021 | ) |  |  | (51,970 | )
Total consolidated revenues | $ | 274,985 |  |  | $ | 320,671 |  |  | $ | 543,245 |  |  | $ | 548,798 |

1.
Intersegment revenues represent logs sold by our Timberlands segment to our Wood Products segment.

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The company’s chief operating decision maker (CODM) uses segment information to assess performance, allocate capital and personnel, budget and forecast, and determine compensation of certain employees, among other things. The CODM uses Adjusted EBITDDA to evaluate the operating performance and effectiveness of operating strategies of our segments and allocation of resources to them.

EBITDDA is calculated as net income (loss) before interest expense, net, income taxes, basis of real estate sold, depreciation, depletion and amortization. Adjusted EBITDDA further excludes certain specific items that are considered to hinder comparison of the performance of our businesses either year-on-year or with other businesses. Our calculation of Adjusted EBITDDA may not be comparable to that reported by other companies.

The following tables summarize information for each of the company’s reportable segments and include a reconciliation of Segment operating income (loss) as the closest measurement to GAAP for the reportable segments to Segment Adjusted EBITDDA.

|  | Three Months Ended June 30, 2025 |
(in thousands) |  | Timberlands |  |  | Wood Products |  |  | Real Estate |  |  | Total |
Revenues from external customers |  | $ | 74,070 |  |  | $ | 171,819 |  |  | $ | 29,096 |  |  | $ | 274,985 |
Intersegment Timberlands revenues 1 |  |  | 27,594 |  |  |  | — |  |  |  | — |  |  |  | 27,594 |
|  |  | 101,664 |  |  |  | 171,819 |  |  |  | 29,096 |  |  |  | 302,579 |
Cost of goods sold 2 |  |  |  |  |  |  |  |  |  |  |  |
Fiber costs 2 |  |  | — |  |  |  | 80,373 |  |  |  | — |  |  |  | 80,373 |
Freight, logging and hauling 2 |  |  | 48,556 |  |  |  | 21,627 |  |  |  | — |  |  |  | 70,183 |
Manufacturing costs 2,3 |  |  | — |  |  |  | 64,269 |  |  |  | — |  |  |  | 64,269 |
Finished goods inventory change 2 |  |  | — |  |  |  | 244 |  |  |  | — |  |  |  | 244 |
Depreciation, depletion and amortization 2 |  |  | 15,172 |  |  |  | 10,388 |  |  |  | 139 |  |  |  | 25,699 |
Basis in real estate sold 2 |  |  | — |  |  |  | — |  |  |  | 11,486 |  |  |  | 11,486 |
Other 4 |  |  | 10,945 |  |  |  | 414 |  |  |  | 4,497 |  |  |  | 15,856 |
|  |  | 74,673 |  |  |  | 177,315 |  |  |  | 16,122 |  |  |  | 268,110 |
Segment selling, general and administrative expenses 5 |  |  | 2,924 |  |  |  | 3,604 |  |  |  | 1,899 |  |  |  | 8,427 |
Segment operating income (loss) |  |  | 24,067 |  |  |  | (9,100 | ) |  |  | 11,075 |  |  |  | 26,042 |
Depreciation, depletion and amortization 6 |  |  | 15,499 |  |  |  | 10,495 |  |  |  | 159 |  |  |  | 26,153 |
Basis in real estate sold |  |  | — |  |  |  | — |  |  |  | 11,486 |  |  |  | 11,486 |
Loss on disposal of assets |  |  | — |  |  |  | 328 |  |  |  | — |  |  |  | 328 |
Segment Adjusted EBITDDA |  | $ | 39,566 |  |  | $ | 1,723 |  |  | $ | 22,720 |  |  | $ | 64,009 |

The footnotes below the table for the six months ended June 30, 2024 are also applicable to the above table.

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|  | Three Months Ended June 30, 2024 |
(in thousands) |  | Timberlands |  |  | Wood Products |  |  | Real Estate |  |  | Total |
Revenues from external customers |  | $ | 71,360 |  |  | $ | 153,579 |  |  | $ | 95,732 |  |  | $ | 320,671 |
Intersegment Timberlands revenues 1 |  |  | 27,442 |  |  |  | — |  |  |  | — |  |  |  | 27,442 |
|  |  | 98,802 |  |  |  | 153,579 |  |  |  | 95,732 |  |  |  | 348,113 |
Cost of goods sold 2 |  |  |  |  |  |  |  |  |  |  |  |
Fiber costs 2 |  |  | — |  |  |  | 75,583 |  |  |  | — |  |  |  | 75,583 |
Freight, logging and hauling 2 |  |  | 51,992 |  |  |  | 20,390 |  |  |  | — |  |  |  | 72,382 |
Manufacturing costs 2,3 |  |  | — |  |  |  | 60,111 |  |  |  | — |  |  |  | 60,111 |
Finished goods inventory change 2 |  |  | — |  |  |  | 389 |  |  |  | — |  |  |  | 389 |
Depreciation, depletion and amortization 2 |  |  | 16,463 |  |  |  | 12,119 |  |  |  | 115 |  |  |  | 28,697 |
Basis in real estate sold 2 |  |  | — |  |  |  | — |  |  |  | 56,528 |  |  |  | 56,528 |
Other 4 |  |  | 9,989 |  |  |  | 25 |  |  |  | 4,256 |  |  |  | 14,270 |
|  |  | 78,444 |  |  |  | 168,617 |  |  |  | 60,899 |  |  |  | 307,960 |
Segment selling, general and administrative expenses 5 |  |  | 3,024 |  |  |  | 3,928 |  |  |  | 1,929 |  |  |  | 8,881 |
Segment operating income (loss) |  |  | 17,334 |  |  |  | (18,966 | ) |  |  | 32,904 |  |  |  | 31,272 |
Depreciation, depletion and amortization 6 |  |  | 16,790 |  |  |  | 12,227 |  |  |  | 136 |  |  |  | 29,153 |
Basis in real estate sold |  |  | — |  |  |  | — |  |  |  | 56,528 |  |  |  | 56,528 |
Gain on disposal of assets |  |  | — |  |  |  | (66 | ) |  |  | — |  |  |  | (66 | )
Segment Adjusted EBITDDA |  | $ | 34,124 |  |  | $ | (6,805 | ) |  | $ | 89,568 |  |  | $ | 116,887 |

The footnotes below the table for the six months ended June 30, 2024 are also applicable to the above table.

|  | Six Months Ended June 30, 2025 |
(in thousands) |  | Timberlands |  |  | Wood Products |  |  | Real Estate |  |  | Total |
Revenues from external customers |  | $ | 150,094 |  |  | $ | 336,464 |  |  | $ | 56,687 |  |  | $ | 543,245 |
Intersegment Timberlands revenues 1 |  |  | 54,021 |  |  |  | — |  |  |  | — |  |  |  | 54,021 |
|  |  | 204,115 |  |  |  | 336,464 |  |  |  | 56,687 |  |  |  | 597,266 |
Cost of goods sold 2 |  |  |  |  |  |  |  |  |  |  |  |
Fiber costs 2 |  |  | — |  |  |  | 156,529 |  |  |  | — |  |  |  | 156,529 |
Freight, logging and hauling 2 |  |  | 99,506 |  |  |  | 42,054 |  |  |  | — |  |  |  | 141,560 |
Manufacturing costs 2,3 |  |  | — |  |  |  | 122,318 |  |  |  | — |  |  |  | 122,318 |
Finished goods inventory change 2 |  |  | — |  |  |  | (4,823 | ) |  |  | — |  |  |  | (4,823 | )
Depreciation, depletion and amortization 2 |  |  | 30,350 |  |  |  | 19,833 |  |  |  | 260 |  |  |  | 50,443 |
Basis in real estate sold 2 |  |  | — |  |  |  | — |  |  |  | 21,354 |  |  |  | 21,354 |
Other 4 |  |  | 17,879 |  |  |  | 597 |  |  |  | 7,835 |  |  |  | 26,311 |
|  |  | 147,735 |  |  |  | 336,508 |  |  |  | 29,449 |  |  |  | 513,692 |
Segment selling, general and administrative expenses 5 |  |  | 5,448 |  |  |  | 7,065 |  |  |  | 3,416 |  |  |  | 15,929 |
Segment operating income (loss) |  |  | 50,932 |  |  |  | (7,109 | ) |  |  | 23,822 |  |  |  | 67,645 |
Depreciation, depletion and amortization 6 |  |  | 31,005 |  |  |  | 20,048 |  |  |  | 300 |  |  |  | 51,353 |
Basis in real estate sold |  |  | — |  |  |  | — |  |  |  | 21,354 |  |  |  | 21,354 |
Loss on disposal of assets |  |  | — |  |  |  | 424 |  |  |  | — |  |  |  | 424 |
Segment Adjusted EBITDDA |  | $ | 81,937 |  |  | $ | 13,363 |  |  | $ | 45,476 |  |  | $ | 140,776 |

The footnotes below the table for the six months ended June 30, 2024 are also applicable to the above table.

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|  | Six Months Ended June 30, 2024 |
(in thousands) |  | Timberlands |  |  | Wood Products |  |  | Real Estate |  |  | Total |
Revenues from external customers |  | $ | 139,782 |  |  | $ | 302,177 |  |  | $ | 106,839 |  |  | $ | 548,798 |
Intersegment Timberlands revenues 1 |  |  | 51,970 |  |  |  | — |  |  |  | — |  |  |  | 51,970 |
|  |  | 191,752 |  |  |  | 302,177 |  |  |  | 106,839 |  |  |  | 600,768 |
Cost of goods sold 2 |  |  |  |  |  |  |  |  |  |  |  |
Fiber costs 2 |  |  | — |  |  |  | 149,043 |  |  |  | — |  |  |  | 149,043 |
Freight, logging and hauling 2 |  |  | 100,329 |  |  |  | 38,491 |  |  |  | — |  |  |  | 138,820 |
Manufacturing costs 2,3 |  |  | — |  |  |  | 117,820 |  |  |  | — |  |  |  | 117,820 |
Finished goods inventory change 2 |  |  | — |  |  |  | (3,944 | ) |  |  | — |  |  |  | (3,944 | )
Depreciation, depletion and amortization 2 |  |  | 33,760 |  |  |  | 24,527 |  |  |  | 231 |  |  |  | 58,518 |
Basis in real estate sold 2 |  |  | — |  |  |  | — |  |  |  | 60,622 |  |  |  | 60,622 |
Other 4 |  |  | 17,763 |  |  |  | 118 |  |  |  | 7,440 |  |  |  | 25,321 |
|  |  | 151,852 |  |  |  | 326,055 |  |  |  | 68,293 |  |  |  | 546,200 |
Segment selling, general and administrative expenses 5 |  |  | 5,443 |  |  |  | 7,745 |  |  |  | 3,639 |  |  |  | 16,827 |
Segment operating income (loss) |  |  | 34,457 |  |  |  | (31,623 | ) |  |  | 34,907 |  |  |  | 37,741 |
Depreciation, depletion and amortization 6 |  |  | 34,415 |  |  |  | 24,743 |  |  |  | 274 |  |  |  | 59,432 |
Basis in real estate sold |  |  | — |  |  |  | — |  |  |  | 60,622 |  |  |  | 60,622 |
Gain on disposal of assets |  |  | — |  |  |  | (64 | ) |  |  | (7 | ) |  |  | (71 | )
Segment Adjusted EBITDDA |  | $ | 68,872 |  |  | $ | (6,944 | ) |  | $ | 95,796 |  |  | $ | 157,724 |

1.
Intersegment revenues represent logs sold by our Timberlands segment to our Wood Products segment.
2.
Significant expense categories align with the segment-level information that is regularly provided to the CODM. Intersegment expenses are included with the amounts shown.
3.
Manufacturing costs include, but are not limited to, wages, benefits, repairs, maintenance, supplies, heat/power, electricity and other utilities, depreciation and amortization, and membership dues.
4.
Includes, but is not limited to, the following:

Timberlands - forest management, roads, employee wages and benefits and property taxes.

Wood Products - pension and other post-retirement benefit plan service costs for active plan participants.

Real Estate - land sale commissions, land sale closing costs, property taxes, and costs from the company-owned country club.

5.
Segment selling, general and administrative expenses includes depreciation and amortization.
6.
Includes depreciation and amortization classified as selling, general and administrative expenses.

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The following table reconciles Total Segment Adjusted EBITDDA to Total Adjusted EBITDDA and Income before income taxes. Corporate information is included to reconcile segment data to the Condensed Consolidated Financial Statements.

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(in thousands) |  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Total Segment Adjusted EBITDDA |  | $ | 64,009 |  |  | $ | 116,887 |  |  | $ | 140,776 |  |  | $ | 157,724 |
Corporate Adjusted EBITDDA 1 |  |  | (13,164 | ) |  |  | (11,756 | ) |  |  | (25,313 | ) |  |  | (24,421 | )
Eliminations and adjustments 2 |  |  | 1,180 |  |  |  | (1,958 | ) |  |  | (71 | ) |  |  | (408 | )
Total Adjusted EBITDDA |  |  | 52,025 |  |  |  | 103,173 |  |  |  | 115,392 |  |  |  | 132,895 |
Interest expense, net |  |  | (10,412 | ) |  |  | (8,696 | ) |  |  | (11,904 | ) |  |  | (8,414 | )
Depreciation, depletion and amortization 3 |  |  | (26,370 | ) |  |  | (29,268 | ) |  |  | (51,774 | ) |  |  | (59,663 | )
Basis in real estate sold |  |  | (11,481 | ) |  |  | (56,525 | ) |  |  | (21,348 | ) |  |  | (60,617 | )
Environmental charge |  |  | — |  |  |  | — |  |  |  | (490 | ) |  |  | — |
Non-operating pension and other postretirement employee benefits |  |  | (351 | ) |  |  | 201 |  |  |  | (702 | ) |  |  | 402 |
Loss (gain) on disposal of assets |  |  | (328 | ) |  |  | 66 |  |  |  | (424 | ) |  |  | 71 |
Other |  |  | 741 |  |  |  | (23 | ) |  |  | 535 |  |  |  | (168 | )
Income before income taxes |  | $ | 3,824 |  |  | $ | 8,928 |  |  | $ | 29,285 |  |  | $ | 4,506 |

1.
Corporate Adjusted EBITDDA includes costs specifically not allocated to the segments including, but not limited to, certain corporate department direct expenses and employee wages and benefits. Corporate Adjusted EBITDDA is regularly provided to the CODM.
2.
Includes elimination of intersegment profit in ending Wood Products inventory for logs purchased from our Timberlands segment and LIFO adjustments.
3.
Excludes amortization of bond discounts and deferred loan fees which are reported within interest expense, net on the Condensed Consolidated Statements of Operations.

The following tables summarize additional reportable segment financial information:

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(in thousands) |  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Depreciation, depletion and amortization: |  |  |  |  |  |  |  |  |  |  |  |
Timberlands |  | $ | 15,499 |  |  | $ | 16,790 |  |  | $ | 31,005 |  |  | $ | 34,415 |
Wood Products |  |  | 10,495 |  |  |  | 12,227 |  |  |  | 20,048 |  |  |  | 24,743 |
Real Estate |  |  | 159 |  |  |  | 136 |  |  |  | 300 |  |  |  | 274 |
Corporate |  |  | 217 |  |  |  | 115 |  |  |  | 421 |  |  |  | 231 |
|  |  | 26,370 |  |  |  | 29,268 |  |  |  | 51,774 |  |  |  | 59,663 |
Bond discounts and deferred loan fees 1 |  |  | 381 |  |  |  | 406 |  |  |  | 763 |  |  |  | 813 |
Total depreciation, depletion and amortization |  | $ | 26,751 |  |  | $ | 29,674 |  |  | $ | 52,537 |  |  | $ | 60,476 |
Basis of real estate sold: |  |  |  |  |  |  |  |  |  |  |  |
Real Estate |  | $ | 11,486 |  |  | $ | 56,528 |  |  | $ | 21,354 |  |  | $ | 60,622 |
Eliminations and adjustments |  |  | (5 | ) |  |  | (3 | ) |  |  | (6 | ) |  |  | (5 | )
Total basis of real estate sold |  | $ | 11,481 |  |  | $ | 56,525 |  |  | $ | 21,348 |  |  | $ | 60,617 |

1.
Included within interest expense, net in the Condensed Consolidated Statements of Operations.

(in thousands) |  | June 30, 2025 |  |  | December 31, 2024 |
Assets: |  |  |  |  |  |
Timberlands 1 |  | $ | 2,339,787 |  |  | $ | 2,396,642 |
Wood Products |  |  | 533,168 |  |  |  | 537,665 |
Real Estate 2 |  |  | 95,703 |  |  |  | 67,527 |
|  |  | 2,968,658 |  |  |  | 3,001,834 |
Corporate |  |  | 216,045 |  |  |  | 303,609 |
Total consolidated assets |  | $ | 3,184,703 |  |  | $ | 3,305,443 |

1.
We do not report rural real estate separately from Timberlands as we do not report these assets separately to management.
2.
Real Estate assets primarily consist of a master planned community development and a country club.

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|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(in thousands) |  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Capital Expenditures:1 |  |  |  |  |  |  |  |  |  |  |  |
Timberlands |  | $ | 4,048 |  |  | $ | 4,940 |  |  | $ | 11,400 |  |  | $ | 12,845 |
Wood Products |  |  | 2,964 |  |  |  | 20,869 |  |  |  | 14,713 |  |  |  | 25,578 |
Real Estate 2 |  |  | 3,358 |  |  |  | 1,843 |  |  |  | 7,036 |  |  |  | 3,037 |
|  |  | 10,370 |  |  |  | 27,652 |  |  |  | 33,149 |  |  |  | 41,460 |
Corporate |  |  | 41 |  |  |  | 483 |  |  |  | 41 |  |  |  | 679 |
Total capital expenditures |  | $ | 10,411 |  |  | $ | 28,135 |  |  | $ | 33,190 |  |  | $ | 42,139 |

1.
Does not include the acquisition of timber and timberlands, all of which were acquired by our Timberlands segment.
2.
Real Estate capital expenditures include development expenditures of $2.8 million and $6.1 million for the three and six months ended June 30, 2025, respectively, and $1.6 million and $2.7 million for the three and six months ended June 30, 2024, respectively.

NO TE 3. EARNINGS PER SHARE

The following table reconciles the number of shares used in calculating basic and diluted earnings per share:

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(in thousands) |  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Basic weighted-average shares outstanding |  |  | 78,280 |  |  |  | 79,627 |  |  |  | 78,643 |  |  |  | 79,656 |
Incremental shares due to: |  |  |  |  |  |  |  |  |  |  |  |
Performance shares |  |  | 43 |  |  |  | 49 |  |  |  | 39 |  |  |  | 42 |
Restricted stock units |  |  | 118 |  |  |  | 65 |  |  |  | 99 |  |  |  | 58 |
Diluted weighted-average shares outstanding |  |  | 78,441 |  |  |  | 79,741 |  |  |  | 78,781 |  |  |  | 79,756 |

For stock-based awards, the dilutive effect is calculated using the treasury stock method. Under this method, the dilutive effect is computed as if the shares subject to the awards were outstanding at the beginning of the period (or at time of issuance, if later) and assumes the related proceeds were used to repurchase common stock at the average market price during the period. Related proceeds include future compensation cost associated with the stock award.

For the three and six months ended June 30, 2025, there we re approximately 257,900 and 281,500 s tock-based awards, respectively, that were excluded from the calculation of diluted earnings per share as they were anti-dilutive. For the three and six months ended June 30, 2024, there were approximately 19,000 and 78,000 stock-based awards, respectively, that were excluded from the calculation of diluted earnings per share as they were anti-dilutive. Anti-dilutive stock-based awards could be dilutive in future periods.

Share Repurchase Program

On August 31, 2022, our board of directors authorized management to repurchase up to $200.0 million of our common stock with no set time limit for the repurchase (the 2022 Repurchase Program). Shares under the 2022 Repurchase Program may be repurchased in open market transactions, including pursuant to a trading plan adopted from time to time in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (each, a Trading Plan). The timing, manner, price and amount of repurchases will be determined according to, and subject to, the terms of a Trading Plan, and, subject to the terms of a Trading Plan, the 2022 Repurchase Program may be suspended, terminated or modified at any time for any reason. During the three and six months e nded June 30, 2025, we repurchased 1,418,823 and 1,511,923 shares of our common stock, respectively, for total consideration of $55.9 million and $60.0 million, respectively, under the 2022 Repurchase Program. During the three and six months ended June 30, 2024, we repurchased 609,624 shares of our common stock for total consideration of $25.0 million under the 2022 Repurchase Program. At June 30, 2025, we had remaining authorization of $30.0 million for future stock repurchases under the 2022 Repurchase Program. Transaction costs are not counted against authorized funds.

We record share repurchases upon trade date as opposed to the settlement date. We record a liability to account for repurchases that have not been cash settled. We retire shares upon repurchase. Any excess repurchase price over par is recorded in accumulated deficit.

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NO TE 4. CERTAIN BALANCE SHEET COMPONENTS

Inventories

(in thousands) |  | June 30, 2025 |  |  | December 31, 2024 |
Logs |  | $ | 29,891 |  |  | $ | 31,786 |
Lumber, panels and veneer |  |  | 41,222 |  |  |  | 37,689 |
Materials and supplies |  |  | 31,757 |  |  |  | 29,284 |
Total inventories |  |  | 102,870 |  |  |  | 98,759 |
Less: LIFO reserve |  |  | (15,833 | ) |  |  | (15,833 | )
Total inventories, net |  | $ | 87,037 |  |  | $ | 82,926 |

Property, plant and equipment

(in thousands) |  | June 30, 2025 |  |  | December 31, 2024 |
Property, plant and equipment |  | $ | 711,979 |  |  | $ | 710,703 |
Less: accumulated depreciation |  |  | (315,812 | ) |  |  | (301,790 | )
Total property, plant and equipment, net |  | $ | 396,167 |  |  | $ | 408,913 |

Timber and timberlands

(in thousands) |  | June 30, 2025 |  |  | December 31, 2024 |
Timber and timberlands, net |  | $ | 2,228,882 |  |  | $ | 2,263,991 |
Logging roads, net |  |  | 91,815 |  |  |  | 93,160 |
Total timber and timberlands, net |  | $ | 2,320,697 |  |  | $ | 2,357,151 |

Accounts payable and accrued liabilities

(in thousands) |  | June 30, 2025 |  |  | December 31, 2024 |
Accrued payroll and benefits |  | $ | 23,689 |  |  | $ | 25,249 |
Accounts payable |  |  | 17,565 |  |  |  | 16,991 |
Deferred revenue 1 |  |  | 16,756 |  |  |  | 12,234 |
Accrued taxes |  |  | 7,846 |  |  |  | 5,212 |
Accrued interest |  |  | 6,447 |  |  |  | 6,826 |
Other current liabilities |  |  | 24,266 |  |  |  | 29,116 |
Total accounts payable and accrued liabilities |  | $ | 96,569 |  |  | $ | 95,628 |

1. | Deferred revenue predominately relates to hunting and other access rights on our timberlands, payments received for lumber shipments where control of goods has not transferred, member-related activities at an owned country club and any post-close obligations for real estate sales. These deferred revenues are recognized over the term of the respective contract, which is typically twelve months or less, except for country club initiation fees which are recognized over the average life of club membership.

NO TE 5. DEBT

TERM LOANS

At June 30, 2025, approximately $1.0 billion was outstanding under our Second Amended and Restated Term Loan Agreement (Amended Term Loan Agreement). Of this amount, approximately $127.5 million was classified as current on our accompanying Condensed Consolidated Balance Sheets, consisting of a $100.0 million fixed-rate term loan that matures in August 2025 and a $27.5 million variable rate term loan that matures in February 2026. Certain borrowings under the Amended Term Loan Agreement are at rates of one-month Secured Overnight Financing Rate (SOFR), plus an applicable margin between 1.61% and 2.30%, or daily simple SOFR plus a spread between 2.20% and 2.30%. We have entered into SOFR-indexed interest rate swaps to fix the interest rate on these variable rate term loans. See Note: 6 Derivative Instruments for additional information.

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CREDIT AGREEMENT

Our Third Amended Credit Agreement (as amended, the Amended Credit Agreement) provides for a $300.0 million revolving line of credit that matures February 14, 2027. As provided in the Amended Credit Agreement, borrowing capacity may be increased by up to an additional $500.0 million. The r evolving line of credit also includes a sublimit of $75.0 million for the issuance of standby letters of credit and a sublimit of $25.0 million for swing line loans. Usage under either or both sub facilities reduces availability under the revolving line of credit. We may utilize borrowings under the Amended Credit Agreement to, among other things, refinance existing indebtedness and provide funding for working capital requirements, capital projects, acquisitions and other general corporate expenditures. At June 30, 2025, there were no borrowings under the revolving line of credit and a pproximately $0.6 million of our revolving line of credit was utilized for outstanding letters of credit.

We were in compliance with all debt and credit agreement covenants at June 30, 2025.

NO TE 6. DERIVATIVE INSTRUMENTS

From time to time, we enter into derivative financial instruments to manage certain cash flow and fair value risks. Derivatives designated and qualifying as a hedge of the exposure to variability in the cash flows of a specific asset or liability that is attributable to a particular risk, such as interest rate risk, are considered cash flow hedges. All our cash flow hedges are expected to be highly effective in achieving offsetting cash flows attributable to the hedged interest rate risk through the term of the hedges.

At June 30, 2025, we had interest rate swaps associated with $761.0 million of SOFR-indexed term loan debt. These cash flow hedges convert variable rates ranging from one-month SOFR plus 1.61% to 2.30%, to fixed rates ranging from 2.14% to 4.83% before patronage credits from lenders. Additionally, at June 30, 2025, we had $176.0 million of interest rate swaps associated with SOFR-indexed term loan debt whereby the cash flow hedges convert variable rates ranging from daily simple SOFR-indexed plus a spread of 2.20% to 2.30%, to fixed rates ranging from 4.02% to 4.28% before patronage credits from lenders. At June 30, 2025, we had a $75.0 million forward-starting interest rate swap designated as a cash flow hedge for expected future debt refinancing that requires settlement on the stated maturity date.

The gross fair values of derivative instruments on our Condensed Consolidated Balance Sheets were as follows:

(in thousands) |  | Location |  | June 30, 2025 |  |  | December 31, 2024 |
Derivatives designated in cash flow hedging relationships: |
Interest rate contracts |  | Other assets, current 1 |  | $ | 424 |  |  | $ | — |
Interest rate contracts |  | Other assets, non-current |  |  | 107,687 |  |  |  | 138,354 |
|  |  |  | $ | 108,111 |  |  | $ | 138,354 |

1.
Derivative instruments that mature within one year, as a whole, are classified as current.

The following table details the effect of derivatives on the Condensed Consolidated Statements of Operations and the Condensed Consolidated Statements of Comprehensive Income (Loss):

|  |  |  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(in thousands) |  | Location |  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Derivatives designated in cash flow hedging relationships: |  |  |  |  |  |  |  |  |  |
Interest rate contracts |  |  |  |  |  |  |  |  |  |  |  |  |  |
(Loss) income recognized in other comprehensive income (loss), net of tax |  |  |  | $ | (3,160 | ) |  | $ | 9,184 |  |  | $ | (15,264 | ) |  | $ | 30,704 |
Amounts reclassified from accumulated other comprehensive income to income, net of tax 1 |  | Interest expense, net |  | $ | 4,546 |  |  | $ | 5,573 |  |  | $ | 9,051 |  |  | $ | 11,168 |
Interest expense, net |  |  |  | $ | 10,412 |  |  | $ | 8,696 |  |  | $ | 11,904 |  |  | $ | 8,414 |

1. | Realized gains and losses on interest rate contracts consist of realized net cash received or paid and interest accruals on the interest rate swaps during the periods in addition to amortization of amounts out of other comprehensive income (loss) related to certain terminated hedges and adjustments to interest expense resulti ng from a mortization of inception value of certain off-market designated hedges. For the six months ended June 30, 2025 and 2024, we amortized approximately $5.7 million and $5.3 million, respectively, of the off-market designated hedges. Net cash received or paid is included within Interest expense, net in the Condensed Consolidated Statements of Operations.

At June 30, 2025, the amount of net gains expected to be reclassified into earnings in the next 12 months is approximately $14.4 million. However, this expected amount to be reclassified into earnings is subject to volatility as the ultimate amount recognized in earnings is based on the SOFR rates at the time of net swap cash payments.

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NO TE 7. FAIR VALUE MEASUREMENTS

The following table presents the estimated fair values of our financial instruments:

|  | June 30, 2025 |  |  | December 31, 2024 |
(in thousands) |  | Carrying Amount |  |  | Fair Value |  |  | Carrying Amount |  |  | Fair Value |
Derivative assets related to interest rate swaps (Level 2) |  | $ | 108,111 |  |  | $ | 108,111 |  |  | $ | 138,354 |  |  | $ | 138,354 |
Long-term debt, including current portion (Level 2)1 |  | $ | (1,036,894 | ) |  | $ | (1,036,633 | ) |  | $ | (1,036,569 | ) |  | $ | (1,035,608 | )
Company owned life insurance asset (COLI) (Level 3) |  | $ | 6,038 |  |  | $ | 6,038 |  |  | $ | 6,026 |  |  | $ | 6,026 |

1. | The carrying amount of long-term debt includes principal and unamortized discounts.

The fair value of interest rate swaps is determined using a discounted cash flow analysis, based on third-party sources, on the expected cash flows of each derivative. The analysis reflects the contractual terms of the derivatives, including the period to maturity and uses observable market-based inputs, including interest rate forward curves.

The fair value of our long-term debt is estimated based upon quoted market prices for similar debt issues or estimated based on average market prices for comparable debt when there is no quoted market price.

The contract value of our company owned life insurance is based on the amount at which it could be redeemed and, accordingly, approximates fair value.

We believe that our other financial instruments, including cash and cash equivalents, restricted cash, receivables and payables have net carrying values that approximate their fair values with only insignificant differences. This is primarily due to the short-term nature of these instruments.

NO TE 8. EQUITY-BASED COMPENSATION

We issue new shares of common stock to settle performance share awards (PSAs), restricted stock units (RSUs) and deferred compensation stock equivalent units. At June 30, 2025, approximat ely 1.2 milli on shares were available for future use under our stock incentive plans.

Share-based compensation activity during the six months ended June 30, 2025 included the following:

|  | Granted |  |  | Vested |  |  | Forfeited |
Performance Share Awards (PSAs) |  |  | 122,251 |  |  |  | — |  |  |  | 1,249 |
Restricted Stock Units (RSUs) |  |  | 113,263 |  |  |  | 29,206 |  |  |  | 824 |

Approximately 0.1 million shares of common stock were issued to employees during the six months ended June 30, 2025, as a result of PSA and RSU vesting during 2024 and 2025.

The following table details compensation expense and the related income tax benefit for company specific equity-based awards:

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(in thousands) |  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Equity-based compensation expense: |  |  |  |  |  |  |  |  |  |  |  |
Performance share awards |  | $ | 1,725 |  |  | $ | 1,624 |  |  | $ | 3,156 |  |  | $ | 2,993 |
Restricted stock units |  |  | 1,448 |  |  |  | 1,289 |  |  |  | 2,754 |  |  |  | 2,431 |
Deferred compensation stock equivalent units expense |  |  | 22 |  |  |  | 49 |  |  |  | 44 |  |  |  | 98 |
Total equity-based compensation expense |  | $ | 3,195 |  |  | $ | 2,962 |  |  | $ | 5,954 |  |  | $ | 5,522 |
Total tax benefit recognized for equity-based expense |  | $ | 207 |  |  | $ | 198 |  |  | $ | 389 |  |  | $ | 357 |

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Performance Share Awards

The weighted-average grant date fair value of PSAs granted during the six months ended June 30, 2025, was $66.00 per share. PSAs granted under the stock incentive plans have a three-year performance period and shares are issued after the end of the period if the performance measures are met. The number of shares actually issued, as a percentage of the amount subject to the PSA, could range from 0% to 200%. PSAs granted under the stock incentive plans do not have voting rights unless and until shares are issued upon settlement. If shares are issued at the end of the performance measurement period, the recipients will receive dividend equivalents in the form of additional shares of common stock at the date of settlement equal to the dividends that would have been paid on the shares earned had the recipients owned the shares during the three-year period. The share awards are not considered participating securities.

The following table presents the key inputs used in the Monte Carlo simulation to calculate the fair value of the performance share awards granted in 2025:

Stock price as of valuation date | $ | 45.19 |
Risk-free rate |  | 4.18 | %
Expected volatility |  | 26.64 | %
Expected dividend yield 1 |  | — |
Expected term (years) |  | 3.00 |

1.
Full dividend reinvestment assumed.

Restricted Stock Units

The weighted-average fair value of all RSUs granted during the six months ended June 30, 2 025, was $43.30 pe r share. The fair value of RSUs granted equaled our common share price on the date of grant factoring in any required post-vesting holding periods. The RSU awards granted accrue dividend equivalents based on dividends paid during the RSU vesting period. Recipients will receive dividend equivalents in the form of additional shares of common stock at the date the vested RSUs are settled. Any forfeited RSUs will not receive dividends. The share awards are not considered participating securities.

NO TE 9. INCOME TAXES

As a REIT, we generally are not subject to federal and state corporate income taxes on income from investments in real estate, including our timberlands, that we distribute to our stockholders. We conduct certain activities through our PotlatchDeltic taxable REIT subsidiaries (each, a TRS), which are subject to corporate level federal and state income taxes. These activities are principally composed of our wood products manufacturing operations and certain real estate investments. Therefore, income tax expense or benefit is primarily due to pre-tax book income or loss of the TRS, as well as permanent book versus tax differences and discrete items.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the U.S. The OBBBA permanently extends key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation and the business interest expense limitation. The legislation includes multiple effective dates, with certain provisions effective in 2025 and others phased in through 2027. In accordance with Accounting Standards Codification 740, Income Taxes, the effects of changes in tax laws must be recognized in the period of enactment. We are currently evaluating the impact of the OBBBA, and the resulting effects will be reflected in the financial statements for the quarter ended September 30, 2025.

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NO TE 10. LEASES

We lease certain equipment, office space and land. Lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

The following table presents supplemental balance sheet information related to lease assets and liabilities:

(in thousands) | Classification |  | June 30, 2025 |  |  | December 31, 2024 |
Assets |  |  |  |  |  |  |
Operating lease assets | Other long-term assets |  | $ | 9,592 |  |  | $ | 10,167 |
Finance lease assets 1 | Property, plant and equipment, net |  |  | 11,971 |  |  |  | 12,266 |
Total lease assets |  |  | $ | 21,563 |  |  | $ | 22,433 |
Liabilities |  |  |  |  |  |  |
Current: |  |  |  |  |  |  |
Operating lease liabilities | Accounts payable and accrued liabilities |  | $ | 3,234 |  |  | $ | 3,027 |
Finance lease liabilities | Accounts payable and accrued liabilities |  |  | 5,252 |  |  |  | 5,257 |
Noncurrent: |  |  |  |  |  |  |
Operating lease liabilities | Other long-term obligations |  |  | 6,241 |  |  |  | 7,030 |
Finance lease liabilities | Other long-term obligations |  |  | 6,616 |  |  |  | 6,959 |
Total lease liabilities |  |  | $ | 21,343 |  |  | $ | 22,273 |

1.
Finance lease assets are presented net of accumulated amortization of $13.2 million and $12.6 million at June 30, 2025 and December 31, 2024, respectively.

The following table presents the components of lease expense:

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(in thousands) |  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Operating lease costs 1 |  | $ | 921 |  |  | $ | 861 |  |  | $ | 1,816 |  |  | $ | 1,700 |
Finance lease costs: |  |  |  |  |  |  |  |  |  |  |  |
Amortization of leased assets |  |  | 1,421 |  |  |  | 1,351 |  |  |  | 2,866 |  |  |  | 2,620 |
Interest expense |  |  | 156 |  |  |  | 145 |  |  |  | 315 |  |  |  | 279 |
Net lease costs |  | $ | 2,498 |  |  | $ | 2,357 |  |  | $ | 4,997 |  |  | $ | 4,599 |

1.
Excludes short-term leases and variable lease costs, which are immaterial.

The following table presents supplemental cash flow information related to leases:

|  |  | Six Months Ended June 30, |
(in thousands) |  |  | 2025 |  |  | 2024 |
Cash paid for amounts included in the measurement of lease liabilities: |  |  |  |  |  |
Operating cash flows for operating leases |  | $ | 1,835 |  |  | $ | 1,715 |
Operating cash flows for finance leases |  | $ | 315 |  |  | $ | 279 |
Financing cash flows for finance leases |  | $ | 2,924 |  |  | $ | 2,662 |
Leased assets exchanged for new lease liabilities: |  |  |  |  |  |
Operating leases |  | $ | 982 |  |  | $ | 2,287 |
Finance leases |  | $ | 2,574 |  |  | $ | 3,062 |

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NO TE 11. PENSION AND OTHER POSTRETIREMENT EMPLOYEE BENEFITS

The following table details the components of net periodic cost (benefit) of our pension plans and other postretirement employee benefit plans (OPEB):

|  | Three Months Ended June 30, |
|  | Pension |  |  | OPEB |
(in thousands) |  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Service cost |  | $ | 1,267 |  |  | $ | 1,322 |  |  | $ | 14 |  |  | $ | 24 |
Interest cost |  |  | 3,230 |  |  |  | 3,122 |  |  |  | 251 |  |  |  | 219 |
Expected return on plan assets |  |  | (2,933 | ) |  |  | (3,237 | ) |  |  | — |  |  |  | — |
Amortization of prior service cost |  |  | — |  |  |  | 5 |  |  |  | — |  |  |  | — |
Amortization of actuarial (gain) loss |  |  | 43 |  |  |  | 20 |  |  |  | (240 | ) |  |  | (330 | )
Total net periodic cost |  | $ | 1,607 |  |  | $ | 1,232 |  |  | $ | 25 |  |  | $ | (87 | )

|  | Six Months Ended June 30, |
|  | Pension |  |  | OPEB |
(in thousands) |  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Service cost |  | $ | 2,533 |  |  | $ | 2,643 |  |  | $ | 28 |  |  | $ | 47 |
Interest cost |  |  | 6,458 |  |  |  | 6,245 |  |  |  | 503 |  |  |  | 438 |
Expected return on plan assets |  |  | (5,865 | ) |  |  | (6,474 | ) |  |  | — |  |  |  | — |
Amortization of prior service cost |  |  | — |  |  |  | 10 |  |  |  | — |  |  |  | — |
Amortization of actuarial (gain) loss |  |  | 86 |  |  |  | 40 |  |  |  | (480 | ) |  |  | (661 | )
Net periodic cost |  | $ | 3,212 |  |  | $ | 2,464 |  |  | $ | 51 |  |  | $ | (176 | )

Funding of our non-qualified pension and other postretirement employee benefit plans was $2.0 million and $2.1 million for the six months ended June 30, 2025 and 2024, respectively. During the six months ended June 30, 2025 and 2024, we made contributions to our qualified pension benefit plan of $2.6 million and $0, respectively.

NO TE 12. COMPONENTS OF ACCUMULATED OTHER COMPREHENSIVE INCOME

The following table details changes in amounts included in our Accumulated Other Comprehensive Income (AOCI) by component on our Condensed Consolidated Balance Sheets, net of tax:

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(in thousands) |  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Pension and Other Postretirement Employee Benefits |  |  |  |  |  |  |  |  |  |  |  |
Balance at beginning of period |  | $ | (28,799 | ) |  | $ | (19,154 | ) |  | $ | (28,651 | ) |  | $ | (18,925 | )
Reclassifications from AOCI to earnings: |  |  |  |  |  |  |  |  |  |  |  |
Other 1 |  |  | (197 | ) |  |  | (305 | ) |  |  | (394 | ) |  |  | (611 | )
Tax effect |  |  | 50 |  |  |  | 75 |  |  |  | 99 |  |  |  | 152 |
Net of tax amount |  |  | (147 | ) |  |  | (230 | ) |  |  | (295 | ) |  |  | (459 | )
Balance at end of period |  |  | (28,946 | ) |  |  | (19,384 | ) |  |  | (28,946 | ) |  |  | (19,384 | )
Cash Flow Hedges |  |  |  |  |  |  |  |  |  |  |  |
Balance at beginning of period |  |  | 126,183 |  |  |  | 137,882 |  |  |  | 142,792 |  |  |  | 121,957 |
Unrecognized gains (losses) arising in AOCI during the period: |  |  |  |  |  |  |  |  |  |  |  |
Gross |  |  | (3,186 | ) |  |  | 9,325 |  |  |  | (15,374 | ) |  |  | 31,197 |
Tax effect |  |  | 26 |  |  |  | (141 | ) |  |  | 110 |  |  |  | (493 | )
Reclassifications from AOCI to earnings: |  |  |  |  |  |  |  |  |  |  |  |
Gross 2 |  |  | (4,630 | ) |  |  | (5,697 | ) |  |  | (9,217 | ) |  |  | (11,416 | )
Tax effect |  |  | 84 |  |  |  | 124 |  |  |  | 166 |  |  |  | 248 |
Net of tax amount |  |  | (7,706 | ) |  |  | 3,611 |  |  |  | (24,315 | ) |  |  | 19,536 |
Balance at end of period |  |  | 118,477 |  |  |  | 141,493 |  |  |  | 118,477 |  |  |  | 141,493 |
Accumulated other comprehensive income, end of period |  | $ | 89,531 |  |  | $ | 122,109 |  |  | $ | 89,531 |  |  | $ | 122,109 |

1.
Included in the computation of net periodic pension costs.
2.
Included in Interest expense, net on the Condensed Consolidated Statement of Operations.

See Note 11: Pension and Other Postretirement Employee Benefits and Note 6: Derivative Instruments for additional information.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Information

This report contains, in addition to historical information, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation, expectations regarding economic conditions, including interest rates; expected seasonal fluctuations in our business segments; expected effectiveness of our hedging instruments and swaps; amount of net earnings on cash flow hedges expected to be reclassified into earnings in the next 12 months; expected return on pension assets; future share repurchases and dividend payments; anticipated cash balances, cash flows from operations and expected liquidity; the expected dollar amount of our share of the total sediment remediation project costs related to Thomson Reservoir; expectations regarding the development of forest carbon credits, carbon sequestration and other natural climate solution (NCS) markets and products and our position in the market for them; potential uses of our credit facility; expectations regarding debt obligations, interest payments, refinancing or paying off debt and compliance with our covenants under our financing agreements; maintenance of our investment grade credit rating; the timing of reflecting the impact of the One Big Beautiful Bill Act in our financial statements; expectations regarding the U.S. housing market and home repair and remodeling activity; the lumber and log markets and pricing; lumber shipment volumes; timber harvest volumes and timing; rural real estate and real estate development sales; sufficiency of cash and any necessary borrowings to meet future cash requirements; expected capital expenditures; expectations regarding our ability to capitalize on actions that governments and businesses are taking on climate change and their commitments towards reducing greenhouse gas emissions; and similar matters.

Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often involve use of words such as anticipates, believe, can, continue, could, estimated, expects, future, intends, long-term, may, near-term, ongoing, projected, tends, typically, will, or similar words or terminology. These forward-looking statements reflect our current views regarding future events based on estimates and assumptions and are therefore subject to known and unknown risks and uncertainties and are not guarantees of future performance. The realization of our expectations and the accuracy of our assumptions are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to:

•
the effect of general economic conditions in the U.S. and international economies, including employment rates, interest rate levels, discount rates, housing starts, and the general availability of financing for home mortgages;
•
availability of labor and developable land;
•
changes in the level of residential and commercial construction and remodeling activity;
•
changes in U.S. tariff and trade policies and potential retaliatory actions by affected countries, and uncertainty regarding the timing and scope of such changes;
•
duties and trade agreements involving wood products;
•
changes in demand for our products and real estate;
•
changes in timber prices, harvest levels, and timberland values;
•
changes in silviculture, production and production capacity in the forest products industry;
•
reversal of government policy resulting in increased timber sales from government owned land, including opening federal lands to thinning and additional harvesting;
•
competitive pricing pressures for our products;
•
disruptions or inefficiencies in our supply chain and/or operations and unanticipated manufacturing disruptions;
•
collectability of amounts owed by customers;
•
the effect of weather, including floods, windstorms and hurricanes, on our harvesting, real estate and manufacturing activities;
•
the risk of loss from fire at our facilities and on our timberland;
•
the impact of pandemic disease or other human health threats, pest infestation, fungal disease, or other natural disasters;
•
changes in the cost or availability of shipping and transportation;
•
changes in principal expenses, continued elevated inflation and the extent to which such elevated inflation will continue and impact our principal expenses;
•
unforeseen environmental liabilities or expenditures;

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•
changes in general and industry-specific environmental laws and regulations, and interpretations thereof by regulatory agencies;
•
changes in market incentives for emerging natural climate solutions opportunities, such as a carbon capture and storage, biofuels, lithium extraction, and solar and other alternative energy opportunities;
•
changes in standards and requirements governing carbon credit certification, and our ability to obtain and maintain such certifications;
•
changes in the rate or magnitude of climate change, whether actual or perceived, as well as the motivation of businesses and the general public to address;
•
our ability to achieve the increased production capacity and reduced operating costs expected from the modernization and expansion of the Waldo, Arkansas sawmill; and
•
the failure of third parties to exercise option contracts for the purchase or lease of land intended for planned solar projects.

For a discussion of some of the factors that may affect our business, results and prospects and a nonexclusive listing of forward-looking statements, refer to Cautionary Statement Regarding Forward-Looking Information on page 1 and Risk Factors in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 and in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. Investors should not interpret the disclosure of a risk to imply that the risk has not already materialized. Forward-looking statements contained in this report present our views only as of the date of this report. Except as required under applicable law, we do not intend to issue updates concerning any future revisions of our views to reflect events or circumstances occurring after the date of this report.

Our Company

We are a leading timberland REIT with ownership of 2.1 million acres of timberland. We also own six sawmills, an industrial grade plywood mill, a residential and commercial real estate development business and a rural timberland sales program. Our operations are organized into three business segments: Timberlands, Wood Products and Real Estate. Our Timberlands segment supplies our Wood Products segment a portion of its wood fiber needs. Intersegment revenues due to these sales are based on prevailing market prices and represent a significant portion of the Timberlands segment’s total revenues. Our other segments generally do not generate intersegment revenues. In the discussion of our consolidated results of operations, our revenues and expenses are reported after elimination of intersegment revenues and expenses; however, in the Business Segment Results discussion below, each segment’s results, as applicable, are presented prior to these eliminations.

Our business segments have been and will continue to be influenced by a variety of factors, including U.S. tariff and trade policies, the U.S. housing market (including mortgage interest rates, home building activity and repair and remodel activity) duties and trade agreements, changes in timber prices and in harvest levels from our timberlands, competition, timberland valuations, demand for our non-strategic timberland, lumber prices, weather conditions, disruptions or inefficiencies in our supply chain including the availability of transportation, the efficiency and level of capacity utilization of our Wood Products manufacturing operations, changes in our principal expenses such as log costs, transportation costs, inflation, asset dispositions or acquisitions, impact of pandemics, fires at our Wood Product facilities or on our timberlands, other natural disasters, government regulation and enforcement actions, and other factors.

Some of the equipment, parts, and materials used in our operations are sourced from outside the United States. As a result, the imposition of tariffs on imported goods could lead to increased operating costs. Although our international sales are currently limited, the products manufactured by our Wood Products facilities are commodity-based and sensitive to global supply and demand fluctuations. Recent and ongoing U.S. trade policy actions have contributed to elevated macroeconomic uncertainty and reduced consumer confidence. These developments, along with potential retaliatory measures by other countries, as well as the outcomes of relevant executive orders and trade investigations, could influence supply and demand trends, increase our operating costs, and affect pricing for our products. While the long-term effects of these trade dynamics remain unclear, we are actively monitoring changes in the tariff environment. See Part II, Item 1A. Risk Factors in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 for a discussion regarding tariff-related risks.

Further, we believe global efforts to address climate change also present growth opportunities. As companies and governments pursue net-zero targets, we believe we are well positioned to provide products and services that support these goals through natural climate solution offerings, including selling or leasing land for renewable energy projects such as solar power generation facilities, supplying biomass for green energy, participating in forest carbon offset and carbon capture and storage projects, and emerging technologies that allow wood fiber to be used in applications ranging from biofuels to bioplastics.

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Non-GAAP Measures

To supplement our financial statements presented in accordance with generally accepted accounting principles in the United States (GAAP), we present certain non-GAAP measures on a consolidated basis, including Total Adjusted EBITDDA and Cash Available for Distribution (CAD), which are defined and further explained and reconciled to the nearest GAAP measure in the Liquidity and Performance Measures section below. The presentation of these non-GAAP financial measures should be considered only as supplemental to, and is not intended to be considered in isolation or as a substitute for, or superior to, financial measures prepared in accordance with GAAP. Our definitions of these non-GAAP measures may differ from similarly titled measures and may not be comparable to other similarly titled non-GAAP measures presented by other companies due to potential inconsistencies in methods of calculation.

See Note 2: Segment Information in the Notes to the Condensed Consolidated Financial Statements for information related to the use of Adjusted EBITDDA for our segments.

Business and Economic Trends Affecting Our Operations

The performance of our Timberlands, Wood Products, and Real Estate segments is shaped by the cyclical nature of both the forest products and real estate industries. These cycles are influenced by seasonal weather patterns, broader economic conditions, and regional market dynamics, all of which continue to affect our operations and financial outcomes. Typically, log and pulpwood sales volumes are lower in the first half of the year due to weather-related challenges. In the Southern U.S., winter rains limit access to logging sites, while in the Northern U.S., the spring thaw has a similar effect, reducing harvesting activity. As a result, the third quarter tends to be our Timberlands segment's most productive period.

Timber demand is also closely tied to the broader needs for lumber, pulp, paper, and packaging, and is especially sensitive to trends in U.S. home construction and renovation. Regional differences also play a role in market behavior. For example, log markets in Idaho remain relatively balanced, while parts of the Southern U.S., which have historically been oversupplied, are now experiencing tighter supply conditions driven by increased mill capacity. This shift underscores the growing strategic importance of the Southern region in the North American timber market.

Macroeconomic factors, including interest rates and housing trends, continue to impact our business. Although the U.S. Federal Reserve cut benchmark interest rates in late 2024, mortgage rates remained elevated in the first half of 2025, averaging approximately 6.8%. Persistent economic strength, inflationary pressures, fiscal concerns, and global trade tensions contributed to housing affordability challenges and a moderation in new home construction and remodeling activity.

According to the U.S. Census Bureau, total privately-owned housing starts in June 2025 exceeded 1.3 million units (seasonally adjusted). Single-family starts averaged approximately 0.9 million units in the second quarter of 2025 (seasonally adjusted), slightly below both the first quarter of 2025 and the trailing 12-month average. Authorized building permits for single-family homes also averaged nearly 0.9 million units (seasonally adjusted), down slightly from the first quarter of 2025. Builder sentiment remains cautious amid elevated material costs, labor shortages, limited land availability, and economic policy uncertainty. The NAHB/Wells Fargo Housing Market Index reported builder confidence at 33 in July 2025, down from 40 in April 2025 but slightly above what was reported for June 2025.

Despite near-term headwinds, we remain optimistic about the long-term housing outlook. Structural undersupply, historically low inventory, and strong demographic demand, particularly from millennials entering prime home-buying years, are expected to support future growth.

The repair and remodel sector, the largest driver of lumber demand, slowed in 2024 but is projected to grow modestly through the first half of 2026. We believe favorable long-term fundamentals, including elevated home equity, aging housing stock, and homeowners choosing to upgrade existing homes rather than move into new homes, will continue to support demand for our products.

In our Timberlands segment, a significant portion of Idaho sawlog prices are indexed on a one-month lag to lumber prices. In the second quarter of 2025, sawlog prices in the Northern region increased year-over-year, primarily due to higher lumber prices. In the Southern region, timber price realization remained consistent with the second quarter of 2024. Total harvest volume for the Timberlands segment was 1.8 million tons, down from the second quarter of 2024 primarily due to less favorable Southern operating conditions and accelerated Northern harvest activity in the first quarter 2025 due to more favorable operating conditions. We expect to harvest 1.9 to 2.0 million tons during the third quarter of 2025, with approximately 80% from the Southern region.

In our Wood Products segment, demand is seasonal, with typically lower activity in winter and stronger demand from spring through fall, consistent with construction cycles. The second quarter of 2025 experienced improved results year-over-year, driven by higher lumber prices and increased shipments, particularly from our Waldo, Arkansas sawmill. The facility completed its ramp-up in early 2025 following the completion of its expansion and modernization project (the Modernization Project) late in the second quarter of 2024. We expect to ship between 310 and 320 million board feet of lumber during the third quarter of 2025.

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Weather-related access limitations can impact the timing of rural real estate transactions. Our Real Estate segment experienced strong rural sales activity during the second quarter of 2025, benefiting from favorable demand, particularly for conservation and recreational purposes. Development real estate sales occur year-round and are influenced by neighborhood offerings, infrastructure completion and contractor availability. We expect to sell approximately 15,000 rural acres and 50 residential lots in Chenal Valley during the third quarter of 2025.

Consolidated Results

The following table sets forth changes in our Condensed Consolidated Statements of Operations. Our Business Segment Results provide a more detailed discussion of our segments:

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(in thousands) |  | 2025 |  |  | 2024 |  |  | Change |  |  | 2025 |  |  | 2024 |  |  | Change |
Revenues |  | $ | 274,985 |  |  | $ | 320,671 |  |  | $ | (45,686 | ) |  | $ | 543,245 |  |  | $ | 548,798 |  |  | $ | (5,553 | )
Costs and expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cost of goods sold |  |  | 239,332 |  |  |  | 282,473 |  |  |  | (43,141 | ) |  |  | 459,737 |  |  |  | 494,633 |  |  |  | (34,896 | )
Selling, general and administrative expenses |  |  | 21,807 |  |  |  | 20,752 |  |  |  | 1,055 |  |  |  | 41,662 |  |  |  | 41,479 |  |  |  | 183 |
Environmental charge |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 490 |  |  |  | — |  |  |  | 490 |
|  |  | 261,139 |  |  |  | 303,225 |  |  |  | (42,086 | ) |  |  | 501,889 |  |  |  | 536,112 |  |  |  | (34,223 | )
Operating income |  |  | 13,846 |  |  |  | 17,446 |  |  |  | (3,600 | ) |  |  | 41,356 |  |  |  | 12,686 |  |  |  | 28,670 |
Interest expense, net |  |  | (10,412 | ) |  |  | (8,696 | ) |  |  | (1,716 | ) |  |  | (11,904 | ) |  |  | (8,414 | ) |  |  | (3,490 | )
Non-operating pension and other postretirement employee benefits |  |  | (351 | ) |  |  | 201 |  |  |  | (552 | ) |  |  | (702 | ) |  |  | 402 |  |  |  | (1,104 | )
Other |  |  | 741 |  |  |  | (23 | ) |  |  | 764 |  |  |  | 535 |  |  |  | (168 | ) |  |  | 703 |
Income before income taxes |  |  | 3,824 |  |  |  | 8,928 |  |  |  | (5,104 | ) |  |  | 29,285 |  |  |  | 4,506 |  |  |  | 24,779 |
Income taxes |  |  | 3,530 |  |  |  | 4,750 |  |  |  | (1,220 | ) |  |  | 3,874 |  |  |  | 8,867 |  |  |  | (4,993 | )
Net income |  | $ | 7,354 |  |  | $ | 13,678 |  |  | $ | (6,324 | ) |  | $ | 33,159 |  |  | $ | 13,373 |  |  | $ | 19,786 |
Total Adjusted EBITDDA 1 |  | $ | 52,025 |  |  | $ | 103,173 |  |  | $ | (51,148 | ) |  | $ | 115,392 |  |  | $ | 132,895 |  |  | $ | (17,503 | )

1. | See Liquidity and Performance Measures for a reconciliation of Total Adjusted EBITDDA to net income (loss), the closest comparable GAAP measure, for each of the periods presented.

Second Quarter 2025 Compared with Second Quarter 2024

Revenues

Revenues for the second quarter of 2025 totaled $275.0 million and reflect higher lumber prices and increased lumber shipments, primarily from our Waldo, Arkansas facility, and increased Northern sawlog prices. Despite these increases, revenues decreased $45.7 million compared to the second quarter of 2024, which included a $56.7 million sale of 34,100 acres of rural timberland to Forest Investment Associates (FIA) and a sale of 12 commercial acres in Chenal Valley. There were no similar large-scale rural real estate transactions or commercial acres sold in the second quarter of 2025.

Cost of goods sold

Cost of goods sold decreased $43.1 million compared to the second quarter of 2024 largely due to fewer rural real estate acres sold (as the second quarter of 2024 included the 34,000 acre sale to FIA) and lower logging and hauling costs resulting from reduced harvest activity. The prior-year quarter also included additional depreciation related to sawmill equipment at the Waldo facility, which was removed following the completion of the Modernization Project. These decreases were partially offset by the impact of increased manufacturing costs associated with higher lumber shipments in our Wood Products segment.

Interest expense, net

Interest expense, net increased $1.7 million compared to the second quarter of 2024 primarily due to less interest income earned on lower average cash and cash equivalents held in interest bearing accounts.

Income taxes

Income taxes are primarily due to income or loss from our PotlatchDeltic taxable REIT subsidiaries (TRS). For the three months ended June 30, 2025, we recorded an income tax benefit of $3.5 million on TRS loss before tax of $14.3 million. For the three months ended June 30, 2024, we recorded an income tax benefit of $4.8 million on TRS loss before tax of $19.2 million.

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Total Adjusted EBITDDA

Total Adjusted EBITDDA for the second quarter of 2025 decreased $51.1 million compared to the same period in 2024 primarily due to fewer rural real estate and commercial development acreage sold, and fewer sawlogs harvested. These decreases were partially offset by higher lumber prices and shipments along with higher Northern sawlog prices. Refer to the Business Segment Results below for further discussions on activities for each of our segments. See Liquidity and Performance Measures for a reconciliation of Total Adjusted EBITDDA to net income, the closest comparable GAAP measure, for each of the periods presented.

Year to Date 2025 Compared with Year to Date 2024

Revenues

Revenues totaled $543.2 million for the period reflecting higher average lumber prices, increased lumber shipments, primarily from our Waldo, Arkansas facility, and higher Northern harvest volumes and prices. Despite these increases, revenues decreased $5.5 million compared to the first half of 2024, which included the 34,100 acres of rural timberland sold to FIA and the sale of 12 commercial acres in Chenal Valley.

Cost of goods sold

Cost of goods sold decreased $34.9 million compared to the first half of 2024, mainly due to fewer rural real estate and commercial acres sold, and lower logging and hauling costs in the Southern region from lower harvest activities. The first half of 2024 also included additional depreciation on Waldo, Arkansas sawmill equipment that was removed upon completion of the Modernization Project. These impacts were partially offset by increased Northern harvest activities and increased lumber shipments, particularly at our Waldo, Arkansas sawmill.

Environmental charge

During the first quarter of 2025, we accrued an additional $0.5 million related to our voluntary participation as a non-federal sponsor in a sediment contamination remediation project in Minnesota. Refer to Note 1: Basis of Presentation in the Notes to Condensed Consolidated Financial Statements for additional information.

Interest expense, net

Interest expense, net increased $3.5 million compared to the first half of 2024 primarily due to less interest income earned on lower average cash and cash equivalents held in interest bearing accounts.

Income taxes

Income taxes are primarily due to income or loss from our TRS. For the six months ended June 30, 2025, we recorded an income tax benefit of $3.9 million on TRS loss before tax of $16.9 million. For the six months ended June 30, 2024, we recorded an income tax benefit of $8.9 million on TRS loss before tax of $35.5 million.

Total Adjusted EBITDDA

Total Adjusted EBITDDA for the first half of 2025 decreased $17.5 million compared to the first half of 2024 primarily due to fewer rural real estate and commercial development acreage sold. The decrease in Total Adjusted EBITDDA was partially offset by higher lumber prices and increased shipments. Refer to the Business Segment Results below for further discussions on activities for each of our segments. See Liquidity and Performance Measures for a reconciliation of Total Adjusted EBITDDA to net income, the closest comparable GAAP measure, for each of the periods presented.

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Business Segment Results

Timberlands Segment

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(in thousands) |  | 2025 |  |  | 2024 |  |  | Change |  |  | 2025 |  |  | 2024 |  |  | Change |
Revenues 1 |  | $ | 101,664 |  |  | $ | 98,802 |  |  | $ | 2,862 |  |  | $ | 204,115 |  |  | $ | 191,752 |  |  | $ | 12,363 |
Costs and expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Logging and hauling |  |  | 48,556 |  |  |  | 51,992 |  |  |  | (3,436 | ) |  |  | 99,506 |  |  |  | 100,329 |  |  |  | (823 | )
Other |  |  | 10,945 |  |  |  | 9,989 |  |  |  | 956 |  |  |  | 17,879 |  |  |  | 17,763 |  |  |  | 116 |
Selling, general and administrative expenses |  |  | 2,597 |  |  |  | 2,697 |  |  |  | (100 | ) |  |  | 4,793 |  |  |  | 4,788 |  |  |  | 5 |
Timberlands Adjusted EBITDDA 2 |  | $ | 39,566 |  |  | $ | 34,124 |  |  | $ | 5,442 |  |  | $ | 81,937 |  |  | $ | 68,872 |  |  | $ | 13,065 |

1. | Prior to elimination of intersegment fiber revenues of $27.6 million and $27.4 million for the three months ended June 30, 2025 and 2024, $54.0 million and $52.0 million for the six months ended June 30, 2025 and 2024, respectively.
2. | Management uses Adjusted EBITDDA to evaluate the performance of the segment. See Note 2: Segment Information in the Notes to Condensed Consolidated Financial Statements.

Timberlands Segment Statistics

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
Harvest Volumes (in tons) |  | 2025 |  |  | 2024 |  |  | Change |  |  | 2025 |  |  | 2024 |  |  | Change |
Northern region |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Sawlog |  |  | 339,282 |  |  |  | 359,311 |  |  |  | (20,029 | ) |  |  | 693,406 |  |  |  | 686,734 |  |  |  | 6,672 |
Pulpwood |  |  | 20,833 |  |  |  | 5,889 |  |  |  | 14,944 |  |  |  | 34,726 |  |  |  | 7,752 |  |  |  | 26,974 |
Total |  |  | 360,115 |  |  |  | 365,200 |  |  |  | (5,085 | ) |  |  | 728,132 |  |  |  | 694,486 |  |  |  | 33,646 |
Southern region |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Sawlog |  |  | 671,230 |  |  |  | 729,107 |  |  |  | (57,877 | ) |  |  | 1,325,421 |  |  |  | 1,383,730 |  |  |  | (58,309 | )
Pulpwood |  |  | 494,918 |  |  |  | 495,948 |  |  |  | (1,030 | ) |  |  | 1,044,582 |  |  |  | 1,001,244 |  |  |  | 43,338 |
Stumpage |  |  | 294,123 |  |  |  | 283,709 |  |  |  | 10,414 |  |  |  | 657,750 |  |  |  | 717,604 |  |  |  | (59,854 | )
Total |  |  | 1,460,271 |  |  |  | 1,508,764 |  |  |  | (48,493 | ) |  |  | 3,027,753 |  |  |  | 3,102,578 |  |  |  | (74,825 | )
Total harvest volume |  |  | 1,820,386 |  |  |  | 1,873,964 |  |  |  | (53,578 | ) |  |  | 3,755,885 |  |  |  | 3,797,064 |  |  |  | (41,179 | )
Sales Price/Unit ($ per ton)1 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Northern region |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Sawlog |  | $ | 136 |  |  | $ | 113 |  |  | $ | 23 |  |  | $ | 130 |  |  | $ | 108 |  |  | $ | 22 |
Pulpwood |  | $ | 54 |  |  | $ | 36 |  |  | $ | 18 |  |  | $ | 53 |  |  | $ | 36 |  |  | $ | 17 |
Southern region |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Sawlog |  | $ | 46 |  |  | $ | 47 |  |  | $ | (1 | ) |  | $ | 46 |  |  | $ | 47 |  |  | $ | (1 | )
Pulpwood |  | $ | 31 |  |  | $ | 31 |  |  | $ | — |  |  | $ | 31 |  |  |  | 31 |  |  | $ | — |
Stumpage |  | $ | 13 |  |  | $ | 14 |  |  | $ | (1 | ) |  | $ | 13 |  |  | $ | 16 |  |  | $ | (3 | )

1. | Sawlog and pulpwood sales prices are on a delivered basis, which includes logging and hauling costs. Stumpage sales provide our customers the right to harvest standing timber. As such, the customer contracts the logging and hauling and bears such costs.

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Timberlands Adjusted EBITDDA

The following table summarizes Timberlands Adjusted EBITDDA variances for the three and six months ended June 30, 2025 compared with the three and six months ended June 30, 2024:

(in thousands) |  | Three Months |  |  | Six Months |
Timberlands Adjusted EBITDDA - prior year |  | $ | 34,124 |  |  | $ | 68,872 |
Sales price and mix |  |  | 5,242 |  |  |  | 8,197 |
Harvest volume |  |  | (1,054 | ) |  |  | 915 |
Logging and hauling costs per unit |  |  | 1,695 |  |  |  | 2,349 |
Forest management, indirect and other |  |  | (441 | ) |  |  | 1,604 |
Timberlands Adjusted EBITDDA - current year |  | $ | 39,566 |  |  | $ | 81,937 |

Second Quarter 2025 Compared with Second Quarter 2024

Timberlands Adjusted EBITDDA for the second quarter of 2025 increased $5.4 million compared with the second quarter of 2024 primarily as a result of the following:

•
Sales Price and Mix: Sawlog prices in the Northern region rose by 20.4% to $136 per ton. This increase was driven by higher cedar sawlog prices and indexed sawlog prices in Idaho. Sawlog prices in the Southern region remained stable.
•
Harvest Volume: Northern sawlog harvest volume decreased 5.6% primarily due to favorable operating conditions in the first quarter of 2025 that allowed us to accelerate our logging and hauling activities earlier in the year than in 2024. Total harvest volume in the Southern region declined 3.2% compared to the second quarter of 2024 primarily due to lower sawlog harvest volume partially offset by more stumpage sales.
•
Logging and Hauling Costs per Unit: Logging and hauling costs per delivered unit were lower, primarily due to lower hourly trucking rates and fuel costs in the Northern region coupled with shorter average hauling distances in both the Northern and Southern regions.

Year to Date 2025 Compared with Year to Date 2024

Timberlands Adjusted EBITDDA for the first half of 2025 increased $13.1 million compared with the first half of 2024 primarily as a result of the following:

•
Sales Price and Mix: Sawlog prices in the Northern region rose by 20.4%, to $130 per ton. This increase was driven by higher cedar sawlog prices and indexed sawlog prices in Idaho. Sawlog prices in the Southern region remained stable.
•
Harvest Volume: Total Northern harvest volume increased 4.8% compared to the first half of 2024 primarily due to higher pulpwood harvest. Total harvest volume in the Southern region for the first half of 2025 declined 2.4% compared to the first half of 2024 primarily due to lower sawlog harvest volumes and fewer stumpage sales partially offset by higher pulpwood volume.
•
Logging and Hauling Costs per Unit: Logging and hauling costs per delivered unit were lower, primarily due to lower hourly trucking rates and fuel costs, and shorter hauling distances in the Northern region, which were partially offset by longer average hauling distances in the Southern region earlier in the year.
•
Forest Management, Indirect and Other: Revenue from solar land lease options and third-party asset management fees increased in 2025.

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Wood Products Segment

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(in thousands) |  | 2025 |  |  | 2024 |  |  | Change |  |  | 2025 |  |  | 2024 |  |  | Change |
Revenues |  | $ | 171,819 |  |  | $ | 153,579 |  |  | $ | 18,240 |  |  | $ | 336,464 |  |  | $ | 302,177 |  |  | $ | 34,287 |
Costs and expenses 1 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Fiber costs |  |  | 80,373 |  |  |  | 75,583 |  |  |  | 4,790 |  |  |  | 156,529 |  |  |  | 149,043 |  |  |  | 7,486 |
Freight, logging and hauling |  |  | 21,627 |  |  |  | 20,390 |  |  |  | 1,237 |  |  |  | 42,054 |  |  |  | 38,491 |  |  |  | 3,563 |
Manufacturing costs |  |  | 64,269 |  |  |  | 60,111 |  |  |  | 4,158 |  |  |  | 122,318 |  |  |  | 117,820 |  |  |  | 4,498 |
Finished goods inventory change |  |  | 244 |  |  |  | 389 |  |  |  | (145 | ) |  |  | (4,823 | ) |  |  | (3,944 | ) |  |  | (879 | )
Selling, general and administrative expenses |  |  | 3,497 |  |  |  | 3,820 |  |  |  | (323 | ) |  |  | 6,850 |  |  |  | 7,529 |  |  |  | (679 | )
Other |  |  | 86 |  |  |  | 91 |  |  |  | (5 | ) |  |  | 173 |  |  |  | 182 |  |  |  | (9 | )
Wood Products Adjusted EBITDDA 2 |  | $ | 1,723 |  |  | $ | (6,805 | ) |  | $ | 8,528 |  |  | $ | 13,363 |  |  | $ | (6,944 | ) |  | $ | 20,307 |

1. | Prior to elimination of intersegment fiber costs of $27.6 million and $27.4 million for the three months ended June 30, 2025 and 2024, $54.0 million and $52.0 million for the six months ended June 30, 2025 and 2024, respectively.
2. | Management uses Adjusted EBITDDA to evaluate the performance of the segment. See Note 2: Segment Information in the Notes to Condensed Consolidated Financial Statements.

Wood Products Segment Statistics

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
|  | 2025 |  |  | 2024 |  |  | Change |  |  | 2025 |  |  | 2024 |  |  | Change |
Lumber shipments (MBF)1 |  |  | 302,915 |  |  |  | 285,650 |  |  |  | 17,265 |  |  |  | 592,725 |  |  |  | 556,798 |  |  |  | 35,927 |
Lumber sales prices ($ per MBF) |  | $ | 450 |  |  | $ | 423 |  |  | $ | 27 |  |  | $ | 452 |  |  | $ | 427 |  |  | $ | 25 |

1. | MBF stands for thousand board feet.

Wood Products Adjusted EBITDDA

The following table summarizes Wood Products Adjusted EBITDDA variances for the three and six months ended June 30, 2025 compared with the three and six months ended June 30, 2024:

(in thousands) |  | Three Months |  |  | Six Months |
Wood Products Adjusted EBITDDA - prior year |  | $ | (6,805 | ) |  | $ | (6,944 | )
Lumber: |  |  |  |  |  |
Price |  |  | 7,463 |  |  |  | 13,959 |
Manufacturing costs per unit |  |  | 1,849 |  |  |  | 2,995 |
Log costs per unit |  |  | 1,565 |  |  |  | 3,557 |
Volume |  |  | (244 | ) |  |  | (112 | )
Inventory charge |  |  | (2,289 | ) |  |  | (2,195 | )
Residuals, panels and other |  |  | 184 |  |  |  | 2,103 |
Wood Products Adjusted EBITDDA - current year |  | $ | 1,723 |  |  | $ | 13,363 |

Second Quarter 2025 Compared with Second Quarter 2024

Wood Products Adjusted EBITDDA for the second quarter of 2025 increased $8.5 million compared to the second quarter of 2024 primarily as a result of the following:

•
Lumber Price: Average lumber sales price increased to $450 per MBF during the second quarter of 2025 from $423 per MBF during the second quarter of 2024.
•
Manufacturing Costs Per Unit: Manufacturing costs per unit were lower due to increased production at several of our sawmills, including our Waldo, Arkansas facility, which completed its production ramp-up in the first quarter of 2025 following the completion of the Modernization Project in late second quarter 2024.
•
Log Costs Per Unit: Log costs per unit were lower primarily due to the impact from the ramp-up at the Waldo, Arkansas sawmill on production recoveries, partially offset by higher log costs at our Idaho sawmill due to higher indexed pricing.

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•
Inventory charge: Inventory at the end of the second quarter of 2025 was written down by $2.3 million primarily due to higher indexed Idaho log costs and lower spot lumber prices for inventory on hand at some of our sawmills compared to the end of the second quarter of 2024.

Year to Date 2025 Compared with Year to Date 2024

Wood Products Adjusted EBITDDA for the first half of 2025 increased $20.3 million compared to the first half of 2024 primarily as a result of the following:

•
Lumber Price: Average lumber sales price increased to $452 per MBF during the first half of 2025 from $427 per MBF during the first half of 2024.
•
Manufacturing Costs Per Unit: Manufacturing costs per unit were lower primarily due to increased production at several of our sawmills, including our Waldo, Arkansas sawmill.
•
Log Costs Per Unit: Log costs per unit were lower primarily due to the impact from the ramp-up at our Waldo, Arkansas sawmill on production recoveries, partially offset by higher log costs at our Idaho sawmill due to higher indexed pricing.
•
Residual Sales, Panels and Other: During the first half of 2025, residual revenue increased compared to the same period in 2024, primarily due to higher production levels at our Waldo, Arkansas sawmill. In addition, administrative expenses declined, largely driven by lower employee-related costs.
•
Inventory charge: Inventory at the end of the second quarter of 2025 was written down by $2.3 million due to high indexed Idaho log costs and lower spot lumber prices for inventory on hand at some of our sawmills compared to the end of the second quarter of 2024.

Real Estate Segment

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(in thousands) |  | 2025 |  |  | 2024 |  |  | Change |  |  | 2025 |  |  | 2024 |  |  | Change |
Revenues |  | $ | 29,096 |  |  | $ | 95,732 |  |  | $ | (66,636 | ) |  | $ | 56,687 |  |  | $ | 106,839 |  |  | $ | (50,152 | )
Costs and expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cost of goods sold |  |  | 4,497 |  |  |  | 4,256 |  |  |  | 241 |  |  |  | 7,835 |  |  |  | 7,447 |  |  |  | 388 |
Selling, general and administrative expenses |  |  | 1,879 |  |  |  | 1,908 |  |  |  | (29 | ) |  |  | 3,376 |  |  |  | 3,596 |  |  |  | (220 | )
Real Estate Adjusted EBITDDA 1 |  | $ | 22,720 |  |  | $ | 89,568 |  |  | $ | (66,848 | ) |  | $ | 45,476 |  |  | $ | 95,796 |  |  | $ | (50,320 | )

1. | Management uses Adjusted EBITDDA to evaluate the performance of the segment. See Note 2: Segment Information in the Notes to Condensed Consolidated Financial Statements.

Real Estate Segment Statistics

Rural Real Estate |  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Acres sold |  |  | 7,457 |  |  |  | 43,121 |  |  |  | 14,500 |  |  |  | 44,922 |
Average price per acre |  | $ | 3,108 |  |  | $ | 1,968 |  |  | $ | 3,203 |  |  | $ | 2,012 |

Development Real Estate |  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Residential lots |  |  | 18 |  |  |  | 13 |  |  |  | 29 |  |  |  | 37 |
Average price per lot |  | $ | 102,222 |  |  | $ | 112,721 |  |  | $ | 106,214 |  |  | $ | 117,280 |
Commercial acres |  |  | — |  |  |  | 12 |  |  |  | — |  |  |  | 12 |
Average price per acre |  | $ | — |  |  | $ | 492,746 |  |  | $ | — |  |  | $ | 492,746 |

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Real Estate Adjusted EBITDDA

The following table summarizes Real Estate Adjusted EBITDDA variances for the three and six months ended June 30, 2025 compared with the three and six months ended June 30, 2024:

(in thousands) |  | Three Months |  |  | Six Months |
Real Estate Adjusted EBITDDA - prior year |  | $ | 89,568 |  |  | $ | 95,796 |
Rural real estate sales |  |  | (61,242 | ) |  |  | (43,390 | )
Real estate development sales |  |  | (5,655 | ) |  |  | (7,011 | )
Selling, general and administrative expenses |  |  | 29 |  |  |  | 220 |
Other costs, net |  |  | 20 |  |  |  | (139 | )
Real Estate Adjusted EBITDDA - current year |  | $ | 22,720 |  |  | $ | 45,476 |

Second Quarter 2025 Compared with Second Quarter 2024

Real Estate Adjusted EBITDDA for the second quarter of 2025 decreased $66.8 million compared to the second quarter of 2024 primarily as a result of the following:

•
Rural Sales: Total rural real estate acres sold declined primarily due to the sale of 34,100 acres to FIA in the second quarter of 2024 for $56.7 million. Rural real estate results can significantly vary quarter to quarter based on geographic mix and transaction timing.
•
Development Sales: During the second quarter of 2025, we sold 18 residential lots at an average lot price of $102,222 compared to 13 lots at an average lot price of $112,721 during the second quarter of 2024. There were no commercial land sales in Chenal Valley during the second quarter of 2025, whereas we sold 12 acres of commercial land in Chenal Valley for an average of $492,746 per acre in the second quarter of 2024. The average price per residential lot or commercial acre fluctuates based on a variety of factors, including size, location, and planned end use within the developments.

Year to Date 2025 Compared with Year to Date 2024

Real Estate Adjusted EBITDDA for the first half of 2025 decreased $50.3 million compared to the first half of 2024 primarily as a result of the following:

•
Rural Sales: Rural real estate sales in the first half of 2025 included a 2,200-acre conservation land sale and a 1,100-acre sale in Georgia during the first quarter, and a 2,000-acre conservation land sale in Arkansas in the second quarter. In comparison, the first half of 2024 included the FIA sale and a 2,000-acre conservation land sale in Arkansas.
•
Development Sales: During the first half of 2025, we sold 29 residential lots at an average lot price of $106,214 compared to 37 lots at an average lot price of $117,280 during the first half of 2024. There were no commercial land sales in Chenal Valley during the first half of 2025, whereas we sold 12 acres of commercial land in Chenal Valley for an average price or $492,746 per acre in the first half of 2024.

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Liquidity and Capital Resources

Cash generated by our operations is highly dependent on the selling prices and volumes of our products and can vary from period to period. Changes in significant sources and uses of cash for the six months ended June 30, 2025 and 2024 are presented by category as follows:

|  | Six Months Ended June 30, |
(in thousands) |  | 2025 |  |  | 2024 |  |  | Change |
Net cash from operating activities |  | $ | 90,050 |  |  | $ | 116,609 |  |  | $ | (26,559 | )
Net cash from investing activities |  | $ | (13,362 | ) |  | $ | (56,356 | ) |  | $ | 42,994 |
Net cash from financing activities |  | $ | (132,369 | ) |  | $ | (97,597 | ) |  | $ | (34,772 | )

Net Cash Flows from Operating Activities

Net cash from operating activities decreased $26.6 million in the first half of 2025 compared to the first half of 2024 primarily as a result of the following:

•
Cash received from customers decreased $7.9 million primarily due to fewer rural real estate acres sold as the first half of 2024 included the 34,100-acre sale to FIA, no commercial land sales in the first half of 2025, and lower Southern harvest volumes in the first half of 2025. These decreases were partially offset by higher lumber prices and shipments, increased Northern sawlog and pulpwood prices and harvest volumes, and a higher average sales price per acre on an increased number of recurring rural real estate sales in 2025.
•
Cash payments increased $18.2 million primarily due to increased harvest activities in the Northern region, increased lumber production, and increased neighborhood infrastructure development activity in Chenal Valley.
•
Cash from operating activities for the first half of 2025 includes reclassification of $13.9 million received from interest rate swaps that contain an other-than-insignificant financing element at inception as investing ($13.1 million) and financing ($0.8 million) activities. Cash from operating activities for first half of 2024 includes reclassification of $15.0 million received from interest rate swaps that contain an other-than-insignificant financing element at inception as investing ($13.9 million) and financing ($1.1 million) activities.
•
Cash contributions to our pension and other postretirement employee benefit plans increased $2.6 million in the first half of 2025.
•
We received $2.5 million of income tax refunds in the first half of 2025 and no income tax refunds in the first half of 2025.
•
During the first half of 2024, we received the final $1.7 million of insurance proceeds related to business interruption insurance following the fire at our Ola, Arkansas sawmill in June 2021.

Net Cash Flows from Investing Activities

Changes in cash flows from investing activities were primarily a result of the following:

•
Cash expenditures for property, plant and equipment, timberlands reforestation and road construction projects during the first half of 2025 and 2024 were $27.1 million and $39.4 million, respectively. Cash expenditures during the first half of 2025 include the final close out payment of $6.6 million for the Waldo sawmill Modernization Project. Cash expenditures during the first half of 2024 include $17.9 million for the Waldo sawmill Modernization Project.
•
Cash expenditures for timberland acquisitions during the first half of 2025 was $0.4 million compared to $31.5 million during the first half of 2024, which included the acquisition of 16,000 acres of mature timberlands in Arkansas.
•
We received $13.1 million during the first half of 2025, compared to $13.9 million during the first half of 2024, from certain interest rate swaps that contained an other-than-insignificant financing element at inception, which are required to be classified in investing activities. Cash flows from these above-market interest rate swaps reduce our interest costs on the corresponding variable rate debt.

Net Cash Flows from Financing Activities

Changes in cash flows from financing activities were primarily a result of the following:

•
During the first half of 2025, we repurchased 1,511,923 shares of our common stock totaling $60.0 million. During the first half of 2024, we repurchased 609,624 shares of our common stock totaling $25.0 million, which included $1.1 million of repurchases that were not settled until the third quarter of 2024.
•
Dividend payments of $70.2 million during the first half of 2025 compared to $71.5 million during the first half of 2024, as a result of fewer shares outstanding due to share repurchases.

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Future Sources and Uses of Cash

At June 30, 2025, we had cash and cash equivalents of $95.3 million. We expect cash and cash equivalents on hand, cash generated from our operating activities, and available borrowing capacity under our Credit Agreement, if needed, to be adequate to meet our future cash requirements. At June 30, 2025, there were no significant changes in our cash commitments arising in the normal course of business under our known contractual and other obligations as described in our Annual Report on Form 10-K for the year ended December 31, 2024.

Capital Expenditures

We invest cash in maintenance and discretionary capital expenditures at our Wood Products facilities. We also invest cash in the reforestation of timberlands and construction of roads in our Timberlands operations and to develop land in our Real Estate development operations. We evaluate discretionary capital improvements based on an expected level of return on investments. We expect to spend approximately $60.0 million to $65.0 million for capital expenditures during 2025, not including the final closeout payment of $6.6 million for the Waldo sawmill Modernization Project made in the first quarter of 2025.

Share Repurchase Program

On August 31, 2022, our board of directors authorized management to repurchase up to $200.0 million of our common stock with no set time limit for the repurchase (the 2022 Repurchase Program). At June 30, 2025, we had remaining authorization of $30.0 million for future stock repurchases under the 2022 Repurchase Program. Shares under the 2022 Repurchase Program may be repurchased in open market transactions, including pursuant to a trading plan adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, or through privately negotiated transactions. Subject to the terms of any trading plan, the 2022 Repurchase Program may be suspended, terminated or modified at any time for any reason.

Term Loans, Credit Agreement, and Interest Rate Swap Agreements

At June 30, 2025, our total outstanding long-term debt was $1.0 billion, all of which was drawn under an amended and restated credit agreement dated as of March 22, 2018 (Amended Term Loan Agreement) with our primary lender, AgWest Farm Credit, PCA (as successor in interest to Northwest Farm Credit Services, PCA). All interest rates on our outstanding long-term debt are fixed either under fixed-rate loans or variable-rate loans with an associated interest rate swap that fixes the variable benchmark interest rate component. At June 30, 2025, $127.5 million of our outstanding long-term debt was classified as current on our accompanying Condensed Consolidated Balance Sheets, consisting of a $100.0 million fixed-rate term loan that matures in August 2025 and a $27.5 million variable rate term loan that matures in February 2026. We intend to refinance the $100.0 million term loan upon maturity and are currently evaluating options to either refinance or payoff the $27.5 million term loan upon maturity. At June 30, 2025, we had a $75.0 million forward-starting interest rate swap, which we intend to utilize to fix the interest rate on the $100.0 million term loan refinancing in August.

We have a $300.0 million revolving line of credit with a syndicate of lenders, that matures February 14, 2027 (Amended Credit Agreement). Under the terms of the Amended Credit Agreement, the amount of available principal may be increased up to an additional $500.0 million. We may also utilize borrowings under the Amended Credit Agreement to, among other things, refinance existing indebtedness and provide funding for working capital requirements, capital projects, acquisitions, and other general corporate expenditures. At June 30, 2025, there were no borrowings under the revolving line of credit and approximately $0.6 million of the credit facility was utilized by outstanding letters of credit.

See Note 5: Debt and Note 6: Derivative Instruments in the Notes to the Condensed Consolidated Financial Statements for additional information on our debt, credit, and interest rate swap agreements.

Financial Covenants

The Amended Term Loan Agreement and Amended Credit Agreement (collectively referred to as the Financing Agreements) contain certain covenants that limit our ability and that of our subsidiaries to create liens, merge or consolidate, dispose of assets, incur indebtedness and guarantees, repurchase or redeem capital stock and indebtedness, make certain investments or acquisitions, enter into certain transactions with affiliates or change the nature of our business. The Financing Agreements also contain financial maintenance covenants including the maintenance of a minimum interest coverage ratio and a maximum leverage ratio as defined in the Financing Agreements. We are permitted to pay dividends to our stockholders under the terms of the Financing Agreements so long as we expect to remain in compliance with the financial maintenance covenants.

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The following table presents the components and applicable limits of Total Asset Value (TAV), a component of the Leverage Ratio, at June 30, 2025:

(in thousands) |  |  |
Estimated timberland fair value |  | $ | 5,174,666 |
Wood Products manufacturing facilities book basis (limited to 10% of TAV) |  |  | 380,484 |
Cash and cash equivalents |  |  | 95,277 |
Other 1 |  |  | 8,872 |
Total Asset Value |  | $ | 5,659,299 |

1 | Includes, as applicable, Company Owned Life Insurance (limited to 5% of TAV), Construction in Progress (limited to 10% of TAV) and Investments in Affiliates (limited to 15% of TAV) as defined in the Financing Agreements.

As of June 30, 2025, we were in compliance with all covenants under the Financing Agreements. The following table sets forth the financial covenants for the Financing Agreements and our status with respect to these covenants at June 30, 2025:

|  | Covenant Requirement |  | Actual
Interest Coverage Ratio |  | ≥ |  | 3.00 to 1.00 |  | 7.0
Leverage Ratio |  | ≤ |  | 40% |  | 19%

Credit Ratings

Two major debt rating agencies routinely evaluate our debt, and our cost of borrowing can increase or decrease depending on our credit rating. Both Moody’s and S&P rate our debt as investment grade. There have been no changes in our credit rating during the three months ended June 30, 2025.

Capital Structure

(in thousands) |  | June 30, 2025 |  |  | December 31, 2024 |
Long-term debt (including current portion) |  | $ | 1,035,169 |  |  | $ | 1,034,652 |
Cash and cash equivalents |  |  | (95,277 | ) |  |  | (151,551 | )
Net debt |  |  | 939,892 |  |  |  | 883,101 |
Market capitalization 1 |  |  | 2,965,464 |  |  |  | 3,088,347 |
Enterprise value |  | $ | 3,905,356 |  |  | $ | 3,971,448 |
Net debt to enterprise value |  |  | 24.1 | % |  |  | 22.2 | %
Dividend yield 2 |  |  | 4.7 | % |  |  | 4.6 | %
Weighted-average cost of debt, after tax 3 |  |  | 2.3 | % |  |  | 2.3 | %

1. | Market capitalization is based on outstanding shares of 77.3 million and 78.7 million times closing share prices of $38.37 and $39.25 at June 30, 2025 and December 31, 2024, respectively.
2. | Dividend yield is based on annualized dividends per share of $1.80 and share prices of $38.37 and $39.25 at June 30, 2025 and December 31, 2024, respectively.
3. | Weighted-average cost of debt excludes deferred debt costs and credit facility fees and includes estimated annual patronage credit on term loan debt.

Liquidity and Performance Measures

The discussion below is presented to enhance the reader’s understanding of our operating performance, and our ability to generate cash and satisfy rating agency and creditor requirements. This information includes two measures: Total Adjusted EBITDDA and Cash Available for Distribution (CAD). These measures are not defined by GAAP and the discussion of Total Adjusted EBITDDA and CAD is not intended to conflict with or change any of the GAAP disclosures described herein. These non-GAAP financial measures should be considered only as supplemental to, and are not intended to be considered in isolation or as a substitute for, or superior to, financial measures prepared in accordance with GAAP. Additionally, these non-GAAP financial measures may not be the same as or comparable to other similarly titled non-GAAP financial measures presented by other companies due to potential inconsistencies in methods of calculation.

Total Adjusted EBITDDA is a non-GAAP measure that management uses in evaluating performance and to allocate resources between segments. Total Adjusted EBITDDA removes the impact of specific items that management believes do not directly reflect the core business operations on an ongoing basis. Management believes that this non-GAAP measure, when read in conjunction with our GAAP financial statements, provides useful information to investors and other interested parties by facilitating the comparability of our ongoing operating results over the periods presented and the identification of trends in our underlying business. It also can be used to evaluate the operational performance of the assets under management and to compare our operating results against analyst financial models and against the operating results of other public companies that supplement their GAAP results with non-GAAP financial measures.

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We define EBITDDA as net income (loss) before interest expense, net, income taxes, basis of real estate sold, depreciation, depletion and amortization. Adjusted EBITDDA further excludes certain specific items that are considered to hinder comparison of the performance of our businesses either year-on-year or with other businesses.

We reconcile Total Adjusted EBITDDA to net income (loss) for the consolidated company as it is the most comparable GAAP measure.

The following table provides a reconciliation of net income to Total Adjusted EBITDDA for the respective periods:

|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
(in thousands) |  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Net income |  | $ | 7,354 |  |  | $ | 13,678 |  |  | $ | 33,159 |  |  | $ | 13,373 |
Interest expense, net |  |  | 10,412 |  |  |  | 8,696 |  |  |  | 11,904 |  |  |  | 8,414 |
Income taxes |  |  | (3,530 | ) |  |  | (4,750 | ) |  |  | (3,874 | ) |  |  | (8,867 | )
Depreciation, depletion and amortization |  |  | 26,370 |  |  |  | 29,268 |  |  |  | 51,774 |  |  |  | 59,663 |
Basis of real estate sold |  |  | 11,481 |  |  |  | 56,525 |  |  |  | 21,348 |  |  |  | 60,617 |
Non-operating pension and other postretirement employee benefits |  |  | 351 |  |  |  | (201 | ) |  |  | 702 |  |  |  | (402 | )
Environmental charge |  |  | — |  |  |  | — |  |  |  | 490 |  |  |  | — |
Loss (gain) on disposal of assets |  |  | 328 |  |  |  | (66 | ) |  |  | 424 |  |  |  | (71 | )
Other |  |  | (741 | ) |  |  | 23 |  |  |  | (535 | ) |  |  | 168 |
Total Adjusted EBITDDA |  | $ | 52,025 |  |  | $ | 103,173 |  |  | $ | 115,392 |  |  | $ | 132,895 |

We define CAD as cash from operating activities adjusted for capital spending for purchases of property, plant and equipment, timberlands reforestation and roads and timberland acquisitions not classified as strategic. Management believes CAD is a useful indicator of the company’s overall liquidity, as it provides a measure of cash generated that is available for dividends to common stockholders (an important factor in maintaining our REIT status), repurchase of the company’s common shares, debt repayment, acquisitions and other discretionary and nondiscretionary activities. Our definition of CAD is limited in that it does not solely represent residual cash flows available for discretionary expenditures since the measure does not deduct the payments required for debt service and other contractual obligations. Therefore, we believe it is important to view CAD as a measure that provides supplemental information to our Condensed Consolidated Statements of Cash Flows. Our definition of CAD may be different from similarly titled measures reported by other companies, including those in our industry. CAD is not necessarily indicative of the CAD that may be generated in future periods.

The following table provides a reconciliation of net cash from operating activities to CAD:

|  | Six Months Ended June 30, |  |  | Twelve Months Ended June 30, |
(in thousands) |  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Net cash from operating activities 1, 2 |  | $ | 90,050 |  |  | $ | 116,609 |  |  | $ | 161,911 |  |  | $ | 199,363 |
Capital expenditures 3 |  |  | (27,460 | ) |  |  | (70,898 | ) |  |  | (77,558 | ) |  |  | (170,041 | )
CAD |  | $ | 62,590 |  |  | $ | 45,711 |  |  | $ | 84,353 |  |  | $ | 29,322 |
Net cash from investing activities 4 |  | $ | (13,362 | ) |  | $ | (56,356 | ) |  | $ | (49,068 | ) |  | $ | (140,758 | )
Net cash from financing activities |  | $ | (132,369 | ) |  | $ | (97,597 | ) |  | $ | (217,143 | ) |  | $ | (195,038 | )

1. | Net cash from operating activities for the six and twelve months ended June 30, 2025, includes cash paid for real estate development expenditures of $6.1 million and $11.5 million, respectively. Net cash from operating activities for the six and twelve months ended June 30, 2024, includes cash paid for real estate development expenditures of $2.7 million and $9.9 million, respectively.
2. | Net cash from operating activities for the six and twelve months ended June 30, 2025, excludes $13.9 million and $28.6 million, respectively, of interest rate swap proceeds classified as investing and financing activities. Net cash from operating activities for the six and twelve months ended June 30, 2024, excludes $15.0 million and $28.9 million, respectively, of interest rate swap proceeds classified as investing and financing activities.
3. | The six and twelve months ended June 30, 2025, includes capital expenditures of $6.6 million and $26.5 million, respectively, related to the Waldo Modernization Project. The six and twelve months ended June 30, 2024, includes capital expenditures of $17.9 million and $92.1 million, respectively, related to the Waldo Modernization Project.
4. | Net cash from investing activities includes payment for capital expenditures and acquisition of non-strategic timber and timberlands, which is also included in our reconciliation of CAD.

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Critical Accounting Policies and Estimates

There have been no significant changes during 2025 to our critical accounting policies or estimates as presented in our 2024 Annual Report on Form 10-K.

ITEM 3. QUANTITATIVE AND QUALITAT IVE DISCLOSURES ABOUT MARKET RISK

Our market risk exposure on financial instruments includes interest rate risk on our bank credit facility, term loans and interest rate swap agreements and forward starting interest rate swap agreements. We are exposed to interest rate volatility on existing variable rate debt instruments and future incurrences of fixed or variable rate debt, which exposure primarily relates to movements in various interest rates. We use interest rate swaps and forward starting swaps to hedge our exposure to the impact of interest rate changes on existing debt and future debt issuances, respectively. All market risk sensitive instruments were entered into for purposes other than for trading purposes.

For quantitative and qualitative disclosures about market risk, see Item 7A, Quantitative and Qualitative Disclosures About Market Risk, of our Annual Report on Form 10-K for the year ended December 31, 2024. Our exposures to market risk have not changed materially since December 31, 2024.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We conducted an evaluation (pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 (the Exchange Act)), under the supervision and with the participation of management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of June 30, 2025. These disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that this information is accumulated and communicated to management, including the principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on the evaluation, the CEO and CFO have concluded that these disclosure controls and procedures were effective as of June 30, 2025.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Changes in Internal Control over Financial Reporting

No changes occurred in our internal control over financial reporting during the three months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We believe there is no pending or threatened litigation that could have a material adverse effect on our financial position, operations or liquidity.

SEC regulations require us to disclose certain information about proceedings arising under federal, state or local environmental provisions if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold. Pursuant to the SEC regulations, we use a threshold of $1 million or more for purposes of determining whether disclosure of any such proceedings is required.

ITEM 1A. RI SK FACTORS

We do not believe there have been any material changes in the risk factors previously disclosed in Risk Factors in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 and in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

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ITEM 2. UNREGISTERED SALES OF EQUI TY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

On August 31, 2022, our board of directors authorized management to repurchase up to $200.0 million of our common stock with no set time limit for the repurchase (the 2022 Repurchase Program). Shares under the 2022 Repurchase Program may be repurchased in open market transactions, including pursuant to a trading plan adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934 (the Exchange Act), or through privately negotiated transactions. During the three months ended June 30, 2025, we repurchased shares through a trading plan adopted in accordance with Rule 10b5-1 under the Exchange Act.

The following table provides information with respect to purchases of common stock made by the company during the three months ended June 30, 2025:

Common Share Purchases |  | Total Number of Shares Purchased |  |  | Average Price Paid Per Share |  |  | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |  |  | Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs |
April 1 - April 30 |  |  | 105,000 |  |  | $ | 39.87 |  |  |  | 105,000 |  |  | $ | 81,668,856 |
May 1 - May 31 |  |  | 1,313,823 |  |  | $ | 39.33 |  |  |  | 1,313,823 |  |  | $ | 30,000,150 |
June 1 - June 30 |  |  | — |  |  | $ | — |  |  |  | — |  |  | $ | 30,000,150 |
Total |  |  | 1,418,823 |  |  | $ | 39.37 |  |  |  | 1,418,823 |  |  | $ | 30,000,150 |

At June 30, 2025, we had remaining authorization of $30.0 million for future stock repurchases under the 2022 Repurchase Program. We record share repurchases upon trade date as opposed to settlement date when cash is disbursed.

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Plans

During the three months ended June 30, 2025, none of the company's officers or directors adopted, modified, or terminated any "Rule 10b5-1 trading arrangements" or "non-Rule 10b5-1 trading arrangements," as each term is defined in Item 408(a) of Regulation S-K under the Exchange Act.

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ITEM 6. E XHIBITS

EXHIBIT NUMBER | DESCRIPTION
3.1* | Fourth Restated Certificate of Incorporation of the Registrant, effective May 1, 2023, filed as Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on May 4, 2023.
3.2* | Amended and Restated Bylaws of the Registrant, effective December 6, 2024, filed as Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on December 6, 2024.
4 | See Exhibits 3.1 and 3.2. The registrant undertakes to furnish to the Commission, upon request, any instrument defining the rights of holders of long-term debt.
10.1 1 | Eleventh amendment to Second Amended and Restated Term Loan Agreement dated May 1, 2025, by and among the Registrant and its wholly-owned subsidiaries as borrowers and AgWest Farm Credit, PCA (as successor in interest to Northwest Farm Credit Services, PCA), as Administrative Agent, the Guarantors party thereto, the Lenders party thereto, and the Voting Participants party thereto.
10.2 1 | Second Amendment to Third Amended and Restated Credit Agreement dated as of May 1, 2025 by and among the Registrant and its wholly-owned subsidiaries as borrowers, KeyBank National Association as Administrative Agent, and the Lenders party thereto.
31 | Rule 13a-14(a)/15d-14(a) Certifications.
32 | Furnished statements of the Chief Executive Officer and Chief Financial Officer under 18 U.S.C. Section 1350.
101 | The following financial information from PotlatchDeltic Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed on August 1, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024, (ii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2025 and 2024, (iii) the Condensed Consolidated Balance Sheets at June 30, 2025 and December 31, 2024, (iv) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024, (v) the Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2025 and 2024, and (vi) the Notes to Condensed Consolidated Financial Statements.
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101).

* Incorporated by reference.

1 Document filed with this Form 10-Q.

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SIGNAT URE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

|  | PotlatchDeltic Corporation
|  | (Registrant)
|  | By | /s/ GLEN F. SMITH
|  |  | Glen F. Smith
|  |  | Chief Accounting Officer (Duly Authorized; Principal Accounting Officer)
Date: | August 1, 2025 |  |

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