Rayonier Advanced Materials Inc 10-Q for FY2026 Q1
Rayonier Advanced Materials Inc. (RYAM)
10-Q
2026-05-06
For: 2026-03-28
View Original
Added on
May 06, 2026
About this 10-Q
Rayonier Advanced Materials Inc filed this 10-Q on May 6, 2026, covering the quarter ended March 28, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 28, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $319.07M
- down 9.5% from $352.58M a year earlier
- Net loss
- $81.58M
- compared with a net loss of $31.97M a year earlier
- Diluted EPS
- -$1.22
- compared with -$0.49 a year earlier
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 March 28, 2026
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 001-36285
Incorporated in the State of Delaware
I.R.S. Employer Identification No.: 46-4559529
Principal Executive Office:
Telephone Number: (904 ) 357-4600
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol | Name of exchange on which registered | ||||||||||||
Securities to be registered pursuant to Section 12(g) of the Act: None | ||||||||||||||
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | o | x | ||||||||||||
Non-accelerated filer | o | 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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
The registrant had 67,438,549 shares of common stock outstanding as of May 4, 2026.
Table of Contents
| Page | |||||
| Part I. Financial Information | |||||
| Part II. Other Information | |||||
Glossary
The following terms and abbreviations appearing in the text of this report have the meanings indicated below.
| 2025 Form 10-K | RYAM Annual Report on Form 10-K for the year ended December 31, 2025 | ||||
| 2029 Term Loan | $700 million original aggregate principal amount of variable rate term loan entered into October 2024, maturing October 2029 | ||||
ABL Credit Facility | $175 million 5-year senior secured asset-based revolving credit facility, as amended, maturing November 2029 | ||||
| AETR | Annual effective tax rate | ||||
AOCI | Accumulated other comprehensive income (loss) | ||||
| BioNova | RYAM BioNova S.A.S., a French simplified joint-stock company and a RYAM subsidiary in which SWEN holds a redeemable noncontrolling interest | ||||
| BioNova Term Loan | €37 million aggregate principal amount of variable rate term loans entered into November 2024, maturing November 2031 and November 2032 | ||||
| CAD | Canadian dollar | ||||
| CC | Cellulose commodities | ||||
| CEO | Chief Executive Officer | ||||
| CS | Cellulose specialties | ||||
| DTA | Deferred tax asset | ||||
| DWP | Dissolving wood pulp | ||||
| EBITDA | Earnings before interest, taxes, depreciation and amortization | ||||
| ERP | Enterprise Resource Planning | ||||
| eSAF | Electrofuel sustainable aviation fuel | ||||
| Exchange Act | Securities Exchange Act of 1934, as amended | ||||
| FASB | Financial Accounting Standards Board | ||||
| Financial Statements | Unaudited condensed consolidated financial statements included in Part I Item 1 of this Quarterly Report on Form 10-Q | ||||
| GAAP | United States generally accepted accounting principles | ||||
| Georgia EPD | Georgia Environmental Protection Division | ||||
| HPC | High Purity Cellulose, one of RYAM’s two reportable segments | ||||
| HYP | High Yield Pulp | ||||
LTF | LignoTech Florida LLC | ||||
| MT | Metric ton | ||||
| OPEB | Other post-employment benefits | ||||
| PBD | Paperboard | ||||
| PBD & HYP | Paperboard & High Yield Pulp, one of RYAM’s two reportable segments | ||||
| RCRA | Resource Conservation and Recovery Act | ||||
| ReSTart | Renewable e-SAF Tartas | ||||
| ROU | Right-of-use | ||||
| RYAM, the Company, our, we, us | Rayonier Advanced Materials Inc. and its consolidated subsidiaries | ||||
| SEC | United States Securities and Exchange Commission | ||||
| SG&A | Selling, general and administrative expense | ||||
| SWEN | SWEN Impact Fund for Transition 3 | ||||
| TSR | Total shareholder return | ||||
U.S. | United States of America | ||||
USDOC | United States Department of Commerce | ||||
| USITC | United States International Trade Commission | ||||
| USW | United Steel Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union AFL-CIO | ||||
| Washington DOE | Washington Department of Ecology | ||||
| Washington MTCA | Washington Model Toxics Control Act | ||||
Part I. Financial Information
Item 1. Financial Statements
Rayonier Advanced Materials Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(in thousands, except per share amounts)
| Three Months Ended | |||||||||||||||||||||||
| March 28, 2026 | March 29, 2025 | ||||||||||||||||||||||
| Net sales | $ | $ | |||||||||||||||||||||
| Cost of sales | ( | ( | |||||||||||||||||||||
| Gross margin | ( | ||||||||||||||||||||||
| Selling, general and administrative expense | ( | ( | |||||||||||||||||||||
| Foreign exchange gain (loss) | ( | ||||||||||||||||||||||
Temiscaming HPC permanent idling charges (Note 2) | ( | ||||||||||||||||||||||
| Environmental remediation expense | ( | ( | |||||||||||||||||||||
| Other operating income (expense), net | ( | ||||||||||||||||||||||
| Operating loss | ( | ( | |||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||
Components of pension and OPEB, excluding service costs (Note 13) | |||||||||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||||||||
| Loss before income tax | ( | ( | |||||||||||||||||||||
Income tax benefit (Note 14) | |||||||||||||||||||||||
| Equity in loss of equity method investments | ( | ( | |||||||||||||||||||||
| Net loss | ( | ( | |||||||||||||||||||||
Net income attributable to redeemable noncontrolling interest (Note 9) | |||||||||||||||||||||||
| Net loss attributable to RYAM | $ | ( | $ | ( | |||||||||||||||||||
Basic and Diluted earnings per common share (Note 11) | |||||||||||||||||||||||
| Net loss per common share | $ | ( | $ | ( | |||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
1
Rayonier Advanced Materials Inc.
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited)
(in thousands)
| Three Months Ended | |||||||||||||||||||||||
| March 28, 2026 | March 29, 2025 | ||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | |||||||||||||||||||
Other comprehensive income (loss), net of tax (Note 10): | |||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ||||||||||||||||||||||
| Unrealized gain on derivative instruments | |||||||||||||||||||||||
| Net loss on employee benefit plans | ( | ( | |||||||||||||||||||||
| Total other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Comprehensive loss | ( | ( | |||||||||||||||||||||
| Comprehensive income (loss) attributable to redeemable noncontrolling interest | ( | ||||||||||||||||||||||
| Comprehensive loss attributable to RYAM | $ | ( | $ | ( | |||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
2
Rayonier Advanced Materials Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except share and par value amounts)
| March 28, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net (Note 3) | |||||||||||
Inventory (Note 4) | |||||||||||
| Prepaid and other current assets | |||||||||||
| Total current assets | |||||||||||
Property, plant and equipment (net of accumulated depreciation of $ | |||||||||||
| Deferred tax assets | |||||||||||
| Intangible assets, net | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities, Redeemable Noncontrolling Interest and Stockholders’ Equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
Accrued and other current liabilities (Note 5) | |||||||||||
Debt due within one year (Note 6) | |||||||||||
Current environmental liabilities (Note 7) | |||||||||||
| Total current liabilities | |||||||||||
Long-term debt (Note 6) | |||||||||||
Non-current environmental liabilities (Note 7) | |||||||||||
Pension and other postretirement benefits (Note 13) | |||||||||||
| Deferred tax liabilities | |||||||||||
| Other liabilities | |||||||||||
Redeemable noncontrolling interest (Note 9) | |||||||||||
Commitments and contingencies (Note 16) | |||||||||||
| Stockholders’ Equity | |||||||||||
Common stock: | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
Accumulated other comprehensive loss (Note 10) | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities, redeemable noncontrolling interest and stockholders’ equity | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements.
3
Rayonier Advanced Materials Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
(in thousands, except share data)
| Common Stock | Additional Paid-in Capital | Retained Earnings (Deficit) | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||
| Shares | Par Value | ||||||||||||||||||||||||||||||||||
Three months ended March 28, 2026 | |||||||||||||||||||||||||||||||||||
Balance at December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Net loss attributable to RYAM | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Issuance of common stock under incentive stock plans | ( | — | — | ||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
Repurchase of common stock(a) | ( | ( | ( | — | — | ( | |||||||||||||||||||||||||||||
| Redeemable noncontrolling interest adjustment to redemption value | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
Balance at March 28, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
Three months ended March 29, 2025 | |||||||||||||||||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net loss attributable to RYAM | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | |||||||||||||||||||||||||||||||
| Issuance of common stock under incentive stock plans | ( | — | — | ||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
Repurchase of common stock(a) | ( | ( | ( | — | — | ( | |||||||||||||||||||||||||||||
| Redeemable noncontrolling interest adjustment to redemption value | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
Balance at March 29, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
(a)Repurchased to satisfy tax withholding requirements related to the issuance of stock under the Company’s incentive stock plans.
See Notes to Condensed Consolidated Financial Statements.
4
Rayonier Advanced Materials Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
| Three Months Ended | |||||||||||
| March 28, 2026 | March 29, 2025 | ||||||||||
| Operating activities | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Temiscaming HPC permanent idling charges - accelerated depreciation | |||||||||||
| Temiscaming HPC permanent idling charges - other asset adjustments | |||||||||||
| Stock-based compensation expense | |||||||||||
| Deferred income tax benefit | ( | ( | |||||||||
| Increase in environmental liabilities | |||||||||||
| Change in fair value of put option liability | |||||||||||
| Net periodic benefit cost of pension and other postretirement plans | ( | ||||||||||
| Unrealized (gain) loss on foreign currency | ( | ||||||||||
| Gain on insurance recoveries | ( | ||||||||||
| Other | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | |||||||||||
| Inventory | ( | ||||||||||
| Accounts payable | |||||||||||
| Accrued and other current liabilities | ( | ||||||||||
| Other | ( | ( | |||||||||
| Contributions to pension and other postretirement plans | ( | ( | |||||||||
| Cash provided by operating activities | |||||||||||
| Investing activities | |||||||||||
| Capital expenditures, net of proceeds from sale of property, plant and equipment | ( | ( | |||||||||
| Insurance recoveries on property damage | |||||||||||
| Cash used in investing activities | ( | ( | |||||||||
| Financing activities | |||||||||||
| Borrowings of long-term debt | |||||||||||
| Repayments of long-term debt | ( | ( | |||||||||
| Short-term financing, net | ( | ||||||||||
| Debt issuance costs | ( | ||||||||||
| Repurchase of common stock | ( | ( | |||||||||
| Cash used in financing activities | ( | ( | |||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ||||||||||
| Net effect of foreign exchange on cash and cash equivalents | ( | ||||||||||
| Balance, beginning of period | |||||||||||
| Balance, end of period | $ | $ | |||||||||
| Supplemental cash flow information: | |||||||||||
| Interest paid | $ | ( | $ | ( | |||||||
| Income taxes (paid) refunded, net | $ | ( | $ | ||||||||
| Capital assets purchased on account | $ | $ | |||||||||
| Operating lease ROU assets obtained in exchange for lease liabilities | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements.
5
Rayonier Advanced Materials Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
(in thousands unless otherwise stated)
1. Nature of Operations and Basis of Presentation
Nature of Operations
RYAM is a global leader of high purity cellulose commonly used in the production of filters, food, pharmaceuticals, high performance plastics, propellants and various other industrial applications. The Company’s specialized assets, capable of creating the world’s leading cellulose specialties products, are also used to produce cellulose viscose pulp, cellulose fluff pulp, paperboard, high yield pulp and various value-added co-products, including biofuels, bioelectricity and lignin.
Basis of Presentation
The Financial Statements and notes thereto have been prepared in accordance with GAAP for interim financial information and in accordance with the rules and regulations of the SEC. In the opinion of management, the Financial Statements and notes reflect all adjustments, including all normal recurring adjustments, necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented. The December 31, 2025 consolidated balance sheet was derived from audited annual financial statements but does not contain all the footnote disclosures from the audited annual financial statements. These Financial Statements and notes should be read in conjunction with the consolidated financial statements and supplementary data included in the Company’s 2025 Form 10-K. Certain amounts in prior periods have been reclassified to conform with the current period presentation.
New Segment Structure
Beginning in January 2026, the Company reorganized its segment structure and now operates in two
•High Purity Cellulose: formerly the segments of Cellulose Specialties, Cellulose Commodities and Biomaterials
•Paperboard & High Yield Pulp: formerly the segments of Paperboard and High Yield Pulp
Prior period segment results have been recast to align with this new segment reporting structure. See Note 15—Segments for further information.
Subsequent Events
In April 2026, an isolated fire occurred on the B production line of the Company’s HPC plant in Jesup, Georgia during its scheduled annual maintenance outage. There were no injuries to employees or contractors and no impact on the surrounding community. Production lines A and C resumed operations as scheduled following the maintenance outage and the B line resumed operations within one week of the fire. The total impact of the fire is estimated at under $5 million.
2. Temiscaming HPC Operations
In July 2024, the Company indefinitely suspended operations at its Temiscaming HPC plant, idling the plant in a safe and environmentally sound manner. Since the start of the suspension in 2024, the Company has incurred total one-time operating charges of $18 million, including $7 million of mothballing costs, $6 million of severance and other employee costs and $5 million of other costs. The Company estimates that remaining one-time charges of approximately $1 million will be incurred in 2026. In conjunction with the suspension of operations, in the third quarter of 2024, the Company recognized a non-cash asset impairment of $25 million, as it was determined that the Temiscaming HPC plant’s net carrying value exceeded its estimated fair value.
In the first quarter of 2026, the Company determined to permanently cease DWP production at the site, which removes the primary economic reason for operating the HPC plant. Consequently, the plant assets’ useful lives were reduced to zero and other impacted assets at the Temiscaming site were also reviewed for potential obsolescence. This resulted in non-cash accelerated depreciation charges of $35 million and other asset adjustments of $6 million, which were recorded to the High Purity Cellulose segment in “Temiscaming HPC permanent idling charges” in the condensed consolidated statements of operations.
Certain infrastructure assets of the Temiscaming HPC plant continue to run in support of the ongoing energy and other needs of the Temiscaming paperboard and high yield pulp plants, which continue to operate at full capacity, subject to market conditions.
6
Rayonier Advanced Materials Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
(in thousands unless otherwise stated)
3. Accounts Receivable, Net
| March 28, 2026 | December 31, 2025 | ||||||||||
| Accounts receivable, trade | $ | $ | |||||||||
Accounts receivable, other(a) | |||||||||||
| Allowance for credit loss | ( | ( | |||||||||
| Accounts receivable, net | $ | $ | |||||||||
(a)Consists primarily of value-added/consumption taxes, grants receivable and accrued billings due from government agencies.
4. Inventory
| March 28, 2026 | December 31, 2025 | ||||||||||
| Finished goods | $ | $ | |||||||||
| Work-in-progress | |||||||||||
| Raw materials | |||||||||||
| Manufacturing and maintenance supplies | |||||||||||
| Inventory | $ | $ | |||||||||
5. Accrued and Other Current Liabilities
| March 28, 2026 | December 31, 2025 | ||||||||||
| Accrued customer incentives | $ | $ | |||||||||
| Accrued employee compensation | |||||||||||
| Accrued interest | |||||||||||
| Accrued income taxes | |||||||||||
| Accrued property and other taxes | |||||||||||
Deferred revenue and other income(a) | |||||||||||
Other current liabilities(b) | |||||||||||
| Accrued and other current liabilities | $ | $ | |||||||||
(a)Included at March 28, 2026 and December 31, 2025 were prepayment balances of $4 million and $5 million, respectively, for the Company’s insurance claim related to the fire that occurred at the Jesup plant in October 2024. The claim remains in process and seeks recovery for (i) emergency repairs required to return the plant to operating status, (ii) long-term repair work to implement permanent fixes for the emergency repairs and (iii) lost profits due to business interruption. During the quarter ended March 28, 2026, the Company received a second prepayment of $3 million and recognized $4 million in “other operating income (expense), net” of the High Purity Cellulose segment in the condensed consolidated statements of operations. This income recognition represents approved claim amounts to date in excess of the $15 million combined deductible. The Company is currently unable to estimate the total amount to be recovered, as long-term repair work remains ongoing.
(b)Included at both March 28, 2026 and December 31, 2025 were $19
7
Rayonier Advanced Materials Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
(in thousands unless otherwise stated)
6. Debt and Finance Leases
| March 28, 2026 | December 31, 2025 | ||||||||||
ABL Credit Facility due November 2029: $ | $ | $ | |||||||||
2029 Term Loan due October 2029: interest rate of | |||||||||||
BioNova debt(b) | |||||||||||
| Asset financing obligation | |||||||||||
Other loans(c) | |||||||||||
| Short-term factoring facility | |||||||||||
| Finance lease obligation | |||||||||||
| Total principal payments due | |||||||||||
| Less: unamortized premium, discount and issuance costs | ( | ( | |||||||||
| Total debt | $ | $ | |||||||||
| Debt due within one year | $ | $ | |||||||||
| Long-term debt | $ | $ | |||||||||
(a)At March 28, 2026, the Company had $161 million of gross availability and net available borrowings of $88 million after taking into account the facility’s quarter end balance of $20 million, outstanding letters of credit of $29 million and required availability of $24 million to avoid triggering the facility’s fixed charge coverage ratio covenant.
(b)Consists of green loans associated with the France bioethanol plant, part of the net assets contributed by the Company to its subsidiary, BioNova.
(c)Consist of loans for energy projects in France.
As of March 28, 2026, there were no borrowings outstanding under the BioNova Term Loan.
As of March 28, 2026, the Company was in compliance with all covenants under its debt agreements.
Asset Financing Obligation
In March 2026, the Company entered into a sale-leaseback agreement for the equipment of its chip mills located in Georgia and its ERP systems and received net proceeds of $20 million. The Company determined that control of the assets was not transferred and therefore the transaction does not qualify as a sale under GAAP. Accordingly, the transaction is accounted for as a financing arrangement, with the assets continuing to depreciate within “property, plant and equipment, net” and the proceeds recorded as a financing obligation within “long-term debt” in the condensed consolidated balance sheets.
The arrangement has an initial term of 33 months and will continue for successive three-month periods until terminated by either party with appropriate notice. The Company retains a one dollar ($1.00 ) purchase option at the end of the lease term. Monthly rental payments of $0.7 million will be allocated between interest expense and principal reduction using the effective interest rate method. The financing obligation bears an effective interest rate of 10.6 %.
7. Environmental Liabilities
The Company’s environmental liabilities balance changed as follows during the quarter ended March 28, 2026:
Balance at December 31, 2025 | $ | ||||
| Increase to liability | |||||
| Payments | ( | ||||
| Foreign currency adjustments | ( | ||||
Balance at March 28, 2026 | $ | ||||
| $ | |||||
| Non-current environmental liabilities | $ | ||||
8
Rayonier Advanced Materials Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
(in thousands unless otherwise stated)
Port Angeles, Washington
The Company operated a pulp mill at this site from 1930 until 1997. Since 2000, the Company has been evaluating remediation of the pulp mill site and adjacent marine areas (a portion of Port Angeles harbor) pursuant to an agreed order with the Washington DOE under the Washington MTCA. In the first quarter of 2025, in response to negotiations with the Washington DOE on expanded remedial actions for the site, the Company increased its estimated remediation liability and recorded an expense of $10 million. The Washington DOE has indicated that the proposed consent decree and cleanup plan, which the Company agreed to in the second quarter of 2025 and that underwent a public comment period through 2025, is expected to be finalized in the second quarter of 2026. The associated cash expenditures are not expected to commence before 2028, with outflows anticipated over the subsequent to five years .
Augusta, Georgia
The Company operated this site as a wood treatment plant from 1928 to 1988. This site operates under a 10 -year RCRA hazardous waste facility permit managed by the Georgia EPD. The most recent permit was issued in 2015 and is currently in the renewal process. In connection with the Company’s submittal of its permit renewal application, Georgia EPD notified the Company that a revised corrective action plan for site soil and sediment was required. To reflect the additional remedial activities required for the site, in the first quarter of 2025, the Company increased its estimated remediation liability and recorded an expense of $2 million. The revised corrective action plan is currently in review with the Georgia EPD. The cash impact associated with this charge is expected in early 2027.
Other
In addition to the estimated liabilities for the above remediation sites, the Company is subject to the risk of reasonably possible additional liabilities in excess of the established liabilities due to potential changes in circumstances and future events, including, without limitation, changes to current laws and regulations; changes in governmental agency personnel, direction, philosophy or enforcement policies; developments in remediation technologies; increases in the cost of remediation, operation, maintenance and monitoring of its environmental liability sites; changes in the volume, nature or extent of contamination to be remediated or monitoring to be undertaken; the outcome of negotiations with governmental agencies or non-governmental parties; and changes in accounting rules or interpretations. Based on information available as of March 28, 2026, the Company estimates this exposure could range up to approximately $84 million. However, no assurances can be given that this amount will not be exceeded given the factors described above. These potential additional costs are attributable to several sites and other applicable liabilities. This estimate excludes liabilities that would otherwise be considered reasonably possible but for the fact that they are not currently estimable, primarily due to the factors discussed above.
Subject to the previous paragraph, the Company believes its estimates of liabilities are sufficient for probable costs expected to be incurred over the next 20 years with respect to its environmental liabilities. However, no assurance is given that these estimates will be sufficient for the reasons described above and additional liabilities could have a material adverse effect on the Company’s financial position, results of operations and cash flows.
8. Fair Value Measurements
Liabilities Measured at Fair Value on a Recurring Basis
Redeemable Noncontrolling Interest - Put Option
In 2024, BioNova issued 111,111 preferred shares to SWEN in return for a redeemable noncontrolling interest of approximately 14 %. The preferred shares contain an embedded put option that was determined should be bifurcated and recognized separately at fair value, with subsequent changes in fair value recorded in earnings.
9
Rayonier Advanced Materials Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
(in thousands unless otherwise stated)
SWEN’s put option is remeasured at the end of each reporting period. The fair value of the put option is estimated using a Monte Carlo simulation model, which is a Level 3 measurement, with changes in fair value recorded in “other income (expense), net” in the condensed consolidated statements of operations. The SWEN put option’s liability balance and activity were as follows:
| Financial Statement Line Item | Three Months Ended | ||||||||||||||||
| March 28, 2026 | March 29, 2025 | ||||||||||||||||
| Balance, beginning of period | Other liabilities | $ | $ | ||||||||||||||
| Fair value measurement adjustment | Other income (expense), net | ||||||||||||||||
| Foreign currency translation adjustment | Foreign currency translation adjustment | ( | |||||||||||||||
| Balance, end of period | Other liabilities | $ | $ | ||||||||||||||
There is inherent uncertainty of the fair value measurement of Level 3 securities due to the use of unobservable inputs, including timing and amount of expected cash flows. A material change in the unobservable inputs used may result in a higher or lower fair value measurement. Key inputs into the Monte Carlo simulation model used to determine the fair value of the SWEN put option at the fair value measurement date were as follows:
| March 28, 2026 | December 31, 2025 | ||||||||||
Free cash flow to equity volatility(a) | % | % | |||||||||
| Weighted average cost of capital | % | % | |||||||||
| Risk-free interest rate | Term structure of U.S. Treasury and Euro Government Bond securities | Term structure of U.S. Treasury and Euro Government Bond securities | |||||||||
(a)Based on a peer group of companies in the same or a similar industry.
See Note 9—Redeemable Noncontrolling Interest for further information on the SWEN put option.
Financial Instruments
The carrying amounts of the Company’s cash and cash equivalents, receivables and payables approximate fair value due to the short-term nature of those instruments. The carrying amount of borrowings outstanding under the ABL Credit Facility, 2029 Term Loan and short-term factoring facility approximate fair value due to their variable interest rates and no significant changes in the Company's credit risk.
The fair value of the Company’s fixed rate debt is estimated using quoted market prices for debt with similar terms and maturities, which are Level 2 inputs, and was as follows:
| March 28, 2026 | December 31, 2025 | ||||||||||
Carrying amount of fixed rate debt(a) | $ | $ | |||||||||
| Fair value of fixed rate debt | $ | $ | |||||||||
(a)Excludes finance lease obligations.
9. Redeemable Noncontrolling Interest
In November 2024, the Company and one of its subsidiaries entered into a shareholder agreement with SWEN, pursuant to which SWEN will fund up to €30 million in exchange for up to 222,222 preferred shares, representing an expected 20 % total noncontrolling equity interest in BioNova. Of this commitment, €15 million was funded at the closing of the shareholder agreement in exchange for 111,111 preferred shares, which currently represents an equity interest in BioNova of approximately 14 %. Subsequent funding is contingent on the achievement of certain project milestones.
10
Rayonier Advanced Materials Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
(in thousands unless otherwise stated)
| Three Months Ended | |||||||||||
| March 28, 2026 | March 29, 2025 | ||||||||||
| Balance, beginning of period | $ | $ | |||||||||
| Adjustment to redemption value | |||||||||||
| Net income attributable to redeemable noncontrolling interest | |||||||||||
| Comprehensive income adjustments: | |||||||||||
| Foreign currency translation adjustment on redemption value | ( | ||||||||||
| Balance, end of period | $ | $ | |||||||||
10. Accumulated Other Comprehensive Loss
| Three Months Ended | |||||||||||
| March 28, 2026 | March 29, 2025 | ||||||||||
| Unrecognized components of employee benefit plans, net of tax | |||||||||||
| Balance, beginning of period | $ | ( | $ | ( | |||||||
Reclassifications to earnings(a) | |||||||||||
| Amortization of gain | ( | ( | |||||||||
| Amortization of prior service cost | |||||||||||
| Income tax on reclassifications | |||||||||||
| Other comprehensive loss on employee benefit plans, net of tax | ( | ( | |||||||||
| Balance, end of period | ( | ( | |||||||||
| Unrealized loss on derivative instruments, net of tax | |||||||||||
| Balance, beginning of period | ( | ( | |||||||||
Reclassifications to earnings - foreign currency exchange contracts(b) | |||||||||||
| Income tax on reclassifications | ( | ||||||||||
| Other comprehensive income on derivative instruments, net of tax | |||||||||||
| Balance, end of period | ( | ( | |||||||||
| Foreign currency translation | |||||||||||
| Balance, beginning of period | ( | ||||||||||
Foreign currency translation adjustment, net of tax(c) | ( | ||||||||||
| Balance, end of period | ( | ( | |||||||||
| Accumulated other comprehensive loss, end of period | $ | ( | $ | ( | |||||||
(a)The AOCI components for defined benefit pension and post-retirement plans are included in the computation of net periodic benefit cost. See Note 13—Employee Benefit Plans for further information.
(b)Reclassifications of foreign currency exchange contracts are recorded in “cost of sales,” “other operating income (expense), net” or “other income (expense), net,” as appropriate.
(c)Foreign currency translation is net of tax effects of $0
11. Earnings Per Common Share
Basic earnings per share is calculated by dividing net income available for common stockholders by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share is calculated by dividing net income available for common stockholders by the weighted average number of shares of common stock outstanding, adjusted for the potentially dilutive effect of outstanding performance-based stock and restricted stock.
11
Rayonier Advanced Materials Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
(in thousands unless otherwise stated)
The following table provides the inputs to the calculations of basic and diluted earnings per common share (share amounts not in thousands):
| Three Months Ended | |||||||||||||||||||||||
| March 28, 2026 | March 29, 2025 | ||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | |||||||||||||||||||
| Net income attributable to redeemable noncontrolling interest | |||||||||||||||||||||||
| Net loss attributable to RYAM | ( | ( | |||||||||||||||||||||
| Redeemable noncontrolling interest adjustment to redemption value | ( | ( | |||||||||||||||||||||
| Net loss attributable to RYAM common stockholders | $ | ( | $ | ( | |||||||||||||||||||
| Weighted average shares used in determining earnings per share of common stock - basic and diluted | |||||||||||||||||||||||
Anti-dilutive instruments excluded from the computation of diluted earnings per share included (not in thousands):
| Three Months Ended | |||||||||||||||||||||||
| March 28, 2026 | March 29, 2025 | ||||||||||||||||||||||
| Performance-based and restricted stock units | |||||||||||||||||||||||
12. Incentive Stock Plans
| Three Months Ended | |||||||||||||||||||||||
| March 28, 2026 | March 29, 2025 | ||||||||||||||||||||||
Incentive stock plan compensation expense(a) | $ | $ | |||||||||||||||||||||
(a)Included equity award expense of $1 million and $2 million during the quarters ended March 28, 2026 and March 29, 2025, respectively.
The Company made new grants of restricted stock units, performance-based stock units and performance-based cash awards during the first quarter of 2026. The 2026 restricted stock unit awards cliff vest after three years . The 2026 performance-based awards cliff vest after three years and are based on TSR relative to peers over a three-year performance period. Participants can earn between 0 % and 200 % of the target award for the TSR metric. Performance below the threshold for this metric would result in zero payout. The performance-based cash award is paid in cash and is classified as a liability and remeasured to fair value at the end of each reporting period until settlement.
In March 2026, the performance-based awards granted in 2023 were settled with an issuance of 238,855 shares of common stock for the stock unit awards, including incremental shares of 109,053 , and cash of $2 million for the cash awards.
The following table summarizes the 2026 activity of the Company’s incentive stock awards (not in thousands):
| Restricted Stock Units | Performance-Based Stock Units | ||||||||||||||||||||||||||||||||||
| Awards | Weighted Average Grant Date Fair Value | Awards | Weighted Average Grant Date Fair Value | ||||||||||||||||||||||||||||||||
Outstanding at December 31, 2025 | $ | $ | |||||||||||||||||||||||||||||||||
| Granted | $ | $ | |||||||||||||||||||||||||||||||||
| Forfeited | ( | $ | ( | $ | |||||||||||||||||||||||||||||||
| Vested | ( | $ | ( | $ | |||||||||||||||||||||||||||||||
Outstanding at March 28, 2026 | $ | $ | |||||||||||||||||||||||||||||||||
12
Rayonier Advanced Materials Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
(in thousands unless otherwise stated)
13. Employee Benefit Plans
Defined Benefit Plans
The Company has defined benefit pension and other long-term and postretirement benefit plans covering certain union and non-union employees, primarily in the U.S. and Canada. The defined benefit pension plans are closed to new participants. The liabilities for these plans are calculated using actuarial estimates and management assumptions. These estimates are based on historical information and certain assumptions about future events.
The following table presents the components of net periodic benefit cost of the Company’s plans:
| Pension | Postretirement | ||||||||||||||||||||||
| Three Months Ended | Three Months Ended | ||||||||||||||||||||||
| March 28, 2026 | March 29, 2025 | March 28, 2026 | March 29, 2025 | ||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | |||||||||||||||||||||
| Amortization of prior service cost (credit) | ( | ( | |||||||||||||||||||||
| Amortization of (gain) loss | ( | ( | |||||||||||||||||||||
| Net periodic benefit cost | $ | ( | $ | $ | $ | ||||||||||||||||||
Service cost is included in “cost of sales” or “selling, general and administrative expense” in the condensed consolidated statements of operations, as appropriate. Interest cost, expected return on plan assets, amortization of prior service cost (credit) and amortization of gain (loss) are included in “components of pension and OPEB, excluding service costs” in the condensed consolidated statements of operations.
14. Income Taxes
Effective Tax Rate
The Company utilized the discrete effective rate method for the three months ended March 28, 2026. The discrete method is applied when the application of the estimated AETR is impractical because it is not possible to reliably estimate the AETR. The Company believes that the use of the estimated annual effective tax rate method is not reliable because small changes in projected ordinary annual income could result in significant variability in the estimated AETR. The discrete method treats the year-to-date period as if it was the annual period and calculates the income tax expense or benefit on a discrete basis, rather than forecasting the full year AETR and applying it against current period book earnings, which the Company believes represents the best estimate of its AETR in the current period.
| Three Months Ended | |||||||||||||||||||||||
| March 28, 2026 | March 29, 2025 | ||||||||||||||||||||||
Loss before income tax | $ | ( | $ | ( | |||||||||||||||||||
| Effective tax rate | % | % | |||||||||||||||||||||
The effective tax rate for the quarter ended March 28, 2026 differed from the federal statutory rate of 21% primarily due to changes in valuation allowances and different statutory tax rates in foreign jurisdictions.
The effective tax rate for the quarter ended March 29, 2025 differed from the federal statutory rate of 21% primarily due to changes in the valuation allowance on disallowed interest deductions, different statutory tax rates in foreign jurisdictions, U.S. tax credits and nondeductible executive compensation.
13
Rayonier Advanced Materials Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
(in thousands unless otherwise stated)
Deferred Taxes
As of March 28, 2026 and December 31, 2025, the Company’s net DTA included $20 million and $16 million, respectively, of disallowed U.S. interest deductions that the Company does not believe will be realized. The increase in this asset was a result of a $4 million net tax benefit recognized in the current year. In strict compliance with the American Institute of Certified Public Accountants’ Technical Questions and Answers 3300.01-02, which asserts that certain material evidence regarding the realizability of disallowed U.S. interest deductions should be ignored when assessing the need for a valuation allowance, the Company has not
15. Segments
As mentioned in Note 1—Nature of Operations and Basis of Presentation, beginning in the first quarter of 2026, the Company reorganized its segment structure and now operates in two
•High Purity Cellulose: composed of the former segments of Cellulose Specialties, Cellulose Commodities and Biomaterials
•Paperboard & High Yield Pulp: composed of the former segments of Paperboard and High Yield Pulp
Corporate & Other consists primarily of senior management, accounting, information systems, human resources, treasury, tax and legal administrative functions that provide support services to the operating business units.
Prior period segment results have been recast to align with this new segment reporting structure.
The Company’s segment structure is determined based primarily on how its CODM reviews and evaluates Company operations. In January 2026, the Company’s Board of Directors appointed a new CEO and an analysis was performed to determine whether a change in CODM and/or reportable segments had occurred. The analysis identified the Company’s new CEO as the CODM and determined the two reportable segments listed above to be the level at which the CEO assesses performance and makes decisions regarding resource allocation. In April 2026, the new CEO resigned and the Board of Directors established an interim Office of the CEO composed of four existing RYAM executives. A new analysis determined that (i) the Office of the CEO is the new CODM and (ii) there has been no change in the approach to evaluating the business and therefore no change in reportable segments from those listed above.
The significant integration of the Company’s operations forms the basis of the CODM’s method of performance evaluation and resource allocation. At the Company’s HPC plants — Jesup, Fernandina and Tartas — fixed costs support the production and sale of all products across the specialties, commodities and biomaterials markets that the Company serves. Additionally, bioethanol production in France is dependent on feedstock from the Tartas HPC plant. Likewise, the Company’s paperboard and high yield pulp operations at Temiscaming are highly interconnected, with high yield pulp being used as feedstock for paperboard production and extensive shared site costs supporting the production of all products at the site. Given the integrated nature of these operations, the CODM assesses performance and allocates resources to maximize the profitability of the combined business units according to the optimal product mix of any given period.
The CODM uses “operating income (loss)” as a measure of segment profitability, predominantly within the monthly budgeting and forecasting process, where it reviews forecast and budget-to-actual variances to assess performance and inform its decisions on capital allocation within the Company.
14
Rayonier Advanced Materials Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
(in thousands unless otherwise stated)
Net sales by product line, by segment, were as follows:
| Three Months Ended | |||||||||||||||||||||||
| March 28, 2026 | March 29, 2025 | ||||||||||||||||||||||
| High Purity Cellulose | |||||||||||||||||||||||
| Cellulose Specialties | $ | $ | |||||||||||||||||||||
| Cellulose Commodities | |||||||||||||||||||||||
| Biomaterials and other | |||||||||||||||||||||||
| Total High Purity Cellulose | |||||||||||||||||||||||
| Paperboard & High Yield Pulp | |||||||||||||||||||||||
| Paperboard | |||||||||||||||||||||||
| High Yield Pulp | |||||||||||||||||||||||
| Total Paperboard & High Yield Pulp | |||||||||||||||||||||||
| Corporate & Other | |||||||||||||||||||||||
| Net sales | $ | $ | |||||||||||||||||||||
Significant segment expenses included the following:
Three Months Ended March 28, 2026 | |||||||||||||||||
| High Purity Cellulose | Paperboard & High Yield Pulp | Total | |||||||||||||||
| Segment net sales | $ | $ | $ | ||||||||||||||
| Corporate & Other net sales | |||||||||||||||||
| Total consolidated net sales | $ | ||||||||||||||||
| Cost of sales | |||||||||||||||||
| Key input costs (wood, chemicals, energy) | |||||||||||||||||
Fixed and other costs of sales(a) | |||||||||||||||||
| Total segment cost of sales | $ | ||||||||||||||||
| Selling, general and administrative expense | |||||||||||||||||
| Temiscaming HPC permanent idling charges | |||||||||||||||||
Other segment items(b) | ( | ||||||||||||||||
| Segment operating loss | $ | ( | $ | ( | ( | ||||||||||||
| Reconciliation of Segment Operating Loss to Consolidated Loss before Income Tax | |||||||||||||||||
| Corp & Other operating loss | ( | ||||||||||||||||
| Interest expense | ( | ||||||||||||||||
| Components of pension and OPEB, excluding service costs | |||||||||||||||||
| Other expense, net | ( | ||||||||||||||||
| Loss before income tax | $ | ( | |||||||||||||||
| Other segment items | |||||||||||||||||
| Depreciation and amortization | $ | $ | $ | ||||||||||||||
| Temiscaming HPC permanent idling charges - accelerated depreciation | |||||||||||||||||
| Segment depreciation and amortization | $ | $ | |||||||||||||||
| Corp & Other depreciation and amortization | |||||||||||||||||
| Total consolidated depreciation and amortization | $ | ||||||||||||||||
15
Rayonier Advanced Materials Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
(in thousands unless otherwise stated)
Three Months Ended March 29, 2025 | |||||||||||||||||
| High Purity Cellulose | Paperboard & High Yield Pulp | Total | |||||||||||||||
| Segment net sales | $ | $ | $ | ||||||||||||||
| Corporate & Other net sales | |||||||||||||||||
| Total consolidated net sales | $ | ||||||||||||||||
| Cost of sales | |||||||||||||||||
| Key input costs (wood, chemicals, energy) | |||||||||||||||||
Fixed and other costs of sales(a) | |||||||||||||||||
| Total segment cost of sales | $ | ||||||||||||||||
| Selling, general and administrative expense | |||||||||||||||||
Other segment items(b) | |||||||||||||||||
| Segment operating income (loss) | $ | $ | ( | ||||||||||||||
| Reconciliation of Segment Operating Loss to Consolidated Loss before Income Tax | |||||||||||||||||
| Corporate & Other operating loss | ( | ||||||||||||||||
| Interest expense | ( | ||||||||||||||||
| Components of pension and OPEB, excluding service costs | |||||||||||||||||
| Other income, net | |||||||||||||||||
| Loss before income tax | $ | ( | |||||||||||||||
| Other segment items | |||||||||||||||||
| Depreciation and amortization | $ | $ | $ | ||||||||||||||
| Corporate & Other depreciation and amortization | |||||||||||||||||
| Total consolidated depreciation and amortization | $ | ||||||||||||||||
(a)Primarily includes salaries, wages and benefits, depreciation and amortization, logistics costs and maintenance costs.
(b)Primarily includes foreign exchange gain (loss), environmental remediation expense, gain (loss) on disposal of property, plant and equipment and income (loss) from equity method investments.
Identifiable assets by segment include the Company’s current assets and were as follows:
| March 28, 2026 | December 31, 2025 | ||||||||||
| High Purity Cellulose | $ | $ | |||||||||
| Paperboard & High Yield Pulp | |||||||||||
| Corporate & Other | |||||||||||
| Total assets | $ | $ | |||||||||
16. Commitments and Contingencies
Commitments
The Company had no material changes outside the ordinary course of business to the purchase and lease obligations presented in its 2025 Form 10-K during the quarter ended March 28, 2026. The Company’s purchase obligations primarily consist of commitments for the purchase of natural gas, electricity and wood chips. The Company’s lease obligations relate to certain buildings, machinery and equipment under various operating and finance leases.
16
Rayonier Advanced Materials Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
(in thousands unless otherwise stated)
Litigation and Contingencies
The Company is engaged in various legal and regulatory actions and proceedings and has been named as a defendant in various lawsuits and claims arising in the ordinary course of business. While the Company has procured reasonable and customary insurance covering risks normally occurring in connection with its business, the Company has, in certain cases, retained some risk through the operation of self-insurance, primarily in the areas of workers’ compensation, property insurance, business interruption and general liability. These other lawsuits and claims, either individually or in the aggregate, are not expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.
Guarantees and Other
The Company provides financial guarantees as required by creditors, insurance programs and various governmental agencies. As of March 28, 2026, the Company had net exposure of $31 million from various standby letters of credit, primarily for financial assurance relating to environmental remediation, credit support for natural gas and electricity purchases and guarantees related to foreign retirement plan obligations. These standby letters of credit represent a contingent liability; the Company would only be liable upon its default on the related payment obligations. The standby letters of credit have various expiration dates and are expected to be renewed as required.
The Company had surety bonds of $94 million as of March 28, 2026, primarily to comply with financial assurance requirements relating to environmental remediation and post-closure care, to provide collateral for the Company’s workers’ compensation program and to guarantee taxes and duties for products shipped internationally. These surety bonds expire at various dates and are expected to be renewed annually as required.
LTF is a venture in which the Company owns 45 %, and its partner, Borregaard ASA, owns 55 %. The Company is a guarantor of LTF’s financing agreements and, in the event of default, expects it would only be liable for its proportional share of any repayment under the agreements. The Company’s proportion of the LTF financing agreement guarantee was $24 million at March 28, 2026.
The Company has not recorded any liabilities for these financial guarantees in its condensed consolidated balance sheets because the Company has recorded the underlying liability associated with the guarantee, the guarantee is dependent on the Company’s own performance and, therefore, is not subject to the measurement requirements or the Company has calculated the estimated fair value of the guarantee and determined it to be immaterial based upon the current facts and circumstances that would trigger a payment obligation.
It is not possible to determine the maximum potential amount of liability under these potential obligations due to the unique set of facts and circumstances likely to be involved with each provision.
As of March 28, 2026, all the Company’s collective bargaining agreements covering its unionized employees were current.
17
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following analysis of our financial condition and results of operations should be read in conjunction with our Financial Statements and the notes thereto included in this Quarterly Report on Form 10-Q and with our 2025 Form 10-K and information contained in subsequent Forms 8-K and other reports filed with the SEC.
Forward-Looking Statements
Certain statements in this Quarterly Report on Form 10-Q regarding anticipated financial, business, legal or other outcomes, including business and market conditions, outlook and other similar statements relating to future events, developments or financial or operational performance or results, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as “may,” “will,” “should,” “could,” “expect,” “estimate,” “target,” “believe,” “intend,” “plan,” “forecast,” “anticipate,” “project,” “guidance” and other similar language. However, the absence of these or similar words or expressions does not mean that a statement is not forward-looking.
Forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that these expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to various risks and uncertainties. The risk factors contained in Item 1A—Risk Factors of our 2025 Form 10-K, among others, could cause actual results or events to differ materially from our historical experience and those expressed in forward-looking statements made in this report.
Forward-looking statements are only as of the date of the filing of this Quarterly Report on Form 10-Q, and we undertake no duty to update forward-looking statements except as required by law. You are advised to review any disclosures that we have made or may make in our filings and other submissions to the SEC, including those on Forms 10-K, 10-Q, 8-K and other reports.
Business Overview
RYAM is a global leader of high purity cellulose commonly used in the production of filters, food, pharmaceuticals, high performance plastics, propellants and various other industrial applications. Our specialized assets, capable of creating the world’s leading cellulose specialties products, are also used to produce cellulose viscose pulp, cellulose fluff pulp, paperboard, high yield pulp and various value-added co-products, including biofuels, bioelectricity and lignin.
New Segment Structure
Beginning in January 2026, we reorganized our segment structure and now operate in two segments:
•High Purity Cellulose: formerly the segments of Cellulose Specialties, Cellulose Commodities and Biomaterials
•Paperboard & High Yield Pulp: formerly the segments of Paperboard and High Yield Pulp
Prior period segment results have been recast to align with this new segment reporting structure. See Note 15—Segments for further information.
Recent Business Developments
•In April 2026, an isolated fire occurred at our HPC plant in Jesup, Georgia during a scheduled annual maintenance outage. See Note 1—Nature of Operations and Basis of Presentation for further information.
•In 2025, we signed Memoranda of Understanding with Verso Energy to explore eSAF opportunities at both our Jesup and Tartas facilities. In March 2026, a grant agreement was signed with the European Climate, Infrastructure and Environmental Executive Agency that positions Verso’s ReSTart project (Renewable e-SAF Tartas) to become one of the first large-scale synthetic aviation fuel production plants in Europe through the capture of biogenic CO2 emissions from our Tartas HPC plant. The project aims to contribute to and accelerate the achievement of the aviation sector’s decarbonization targets for 2030 to 2050 as established by various European Union regulatory mandates.
•In August 2025, RYAM and USW jointly filed petitions with the USITC and the USDOC alleging that certain Brazilian and Norwegian producers of high purity dissolving pulp are selling into the U.S. market at unfairly low prices and/or benefiting from government subsidies, resulting in material injury to the U.S. industry. In September 2025, the USITC issued an affirmative preliminary injury determination, allowing the investigations to proceed.
18
The USDOC has initiated antidumping and countervailing duty investigations. Preliminary determinations are being issued on a rolling basis, with additional determinations expected in the second quarter of 2026. Final determinations by the USDOC and the USITC are currently expected by the fourth quarter of 2026.
While the outcome of these proceedings remains uncertain, we believe the petitions are an important step toward addressing alleged unfair trade practices and supporting more stable and competitive market conditions in the U.S.
Business Outlook
In 2026, we remain focused on execution, cash discipline and measurable improvement across the portfolio. Our priorities are to deliver positive free cash flow, strengthen our leadership in CS and drive year-over-year EBITDA improvement across the business.
Based on our first quarter results, we continue to expect full year EBITDA to be higher than 2025 and to generate positive free cash flow. Although macroeconomic conditions remain challenging and execution of our CS leadership initiative is ongoing, we believe our strategy is positioning RYAM for improved performance.
High Purity Cellulose
We expect improvement to be driven by disciplined commercial execution, including CS pricing actions that reflect the value of our products. CS volumes are expected to be lower in 2026 as customers adjust ordering and inventory positions, with improvement over the year. CC market conditions have been challenging, though fluff and viscose pricing have recently stabilized and are expected to improve modestly throughout the year. CC volumes are expected to be higher because of the CS actions and market dynamics. Our biomaterial products are expected to generate year-over-year improvement through improved feedstock and stable performance. Input costs are presently under inflationary pressure, which may persist throughout the year if the conflict in the Middle East persists. We are pursuing cost surcharges, where possible, to mitigate the impact of inflationary pressures.
Paperboard & High Yield Pulp
We expect year-over-year improvement to be driven by new product commercialization, volume growth and continued expansion into higher-value end markets. We also expect pricing to stabilize as supply and demand dynamics improve, supported by ongoing operational and cost discipline.
Corporate & Other
We will maintain strict control of discretionary spending and continue driving structural efficiencies, with a focus on supporting cash generation and execution across the businesses.
Capital allocation
We remain committed to disciplined capital allocation and liquidity management. We will prioritize and reduce capital expenditures with a focus on near-term cash generation and deleveraging, and will continue to evaluate capital return options within our capital allocation framework as performance and financial flexibility improve.
19
Results of Operations
| Three Months Ended | |||||||||||||||||||||||
| (in millions, except percentages) | March 28, 2026 | March 29, 2025 | |||||||||||||||||||||
| Net sales | $ | 319 | $ | 353 | |||||||||||||||||||
| Cost of sales | (327) | (329) | |||||||||||||||||||||
| Gross margin | (8) | 24 | |||||||||||||||||||||
| Selling, general and administrative expense | (19) | (23) | |||||||||||||||||||||
| Foreign exchange gain (loss) | 1 | (1) | |||||||||||||||||||||
| Temiscaming HPC permanent idling charges | (41) | — | |||||||||||||||||||||
| Other operating income (expense), net | 2 | (15) | |||||||||||||||||||||
| Operating loss | (65) | (15) | |||||||||||||||||||||
| Interest expense | (23) | (24) | |||||||||||||||||||||
| Other income, net | — | 2 | |||||||||||||||||||||
| Loss before income tax | (88) | (37) | |||||||||||||||||||||
| Income tax benefit | 7 | 5 | |||||||||||||||||||||
| Net loss | (81) | (32) | |||||||||||||||||||||
| Net income attributable to redeemable noncontrolling interest | — | — | |||||||||||||||||||||
| Net loss attributable to RYAM | $ | (81) | $ | (32) | |||||||||||||||||||
| Gross margin % | (2.5) | % | 6.8 | % | |||||||||||||||||||
| Operating margin % | (20.4) | % | (4.2) | % | |||||||||||||||||||
| Effective tax rate | 8.2 | % | 15.0 | % | |||||||||||||||||||
Net Sales
| Three Months Ended | |||||||||||||||||||||||
| (in millions) | March 28, 2026 | March 29, 2025 | |||||||||||||||||||||
| High Purity Cellulose | $ | 263 | $ | 279 | |||||||||||||||||||
| Paperboard & High Yield Pulp | 56 | 74 | |||||||||||||||||||||
| Net sales | $ | 319 | $ | 353 | |||||||||||||||||||
Net sales for the quarter ended March 28, 2026 decreased $34 million, or 10%, compared to the prior year quarter, driven by lower average sales prices in CC, PBD and HYP, and lower sales volumes in CS, PBD and HYP. These decreases were partially offset by a higher average sales price in CS and higher CC sales volume. See Operating Results by Segment below for further discussion.
Operating Income (Loss)
| Three Months Ended | |||||||||||||||||||||||
| (in millions) | March 28, 2026 | March 29, 2025 | |||||||||||||||||||||
| High Purity Cellulose | $ | (43) | $ | 20 | |||||||||||||||||||
| Paperboard & High Yield Pulp | (10) | (9) | |||||||||||||||||||||
| Corporate & Other | (12) | (26) | |||||||||||||||||||||
| Operating loss | $ | (65) | $ | (15) | |||||||||||||||||||
Operating loss for the quarter ended March 28, 2026 increased $50 million, or 333%, compared to the prior year quarter, driven by the decrease in net sales and non-cash permanent idling charges of $41 million in the current quarter as a result of the decision to permanently cease DWP production at the Temiscaming HPC plant. Partially offsetting these decreases were lower energy, wood and purchased pulp costs, lower environmental remediation expense, favorable foreign exchange rates and an insurance recovery of $4 million related to the 2024 Jesup plant fire. See Operating Results by Segment below for further discussion.
20
Non-Operating Income & Expense
Included in “other income, net” in the quarter ended March 28, 2026 was a $2 million increase to our liability related to the quarterly fair value remeasurement of the SWEN put option.
Comparing the current quarter to the prior year quarter, foreign exchange rate fluctuations favorably impacted results by $1 million.
Income Taxes
The effective tax rate for the quarter ended March 28, 2026 was a benefit of 8.2%. This rate differed from the federal statutory rate of 21% primarily due to changes in valuation allowances and different statutory tax rates in foreign jurisdictions.
The effective tax rate for the quarter ended March 29, 2025 was a benefit of 15.0%. This rate differed from the federal statutory rate of 21% primarily due to changes in the valuation allowance on disallowed interest deductions, different statutory tax rates in foreign jurisdictions, U.S. tax credits and nondeductible executive compensation.
Operating Results by Segment
High Purity Cellulose
| Three Months Ended | |||||||||||||||||||||||
| (in millions, unless otherwise stated) | March 28, 2026 | March 29, 2025 | |||||||||||||||||||||
| Net sales | $ | 263 | $ | 279 | |||||||||||||||||||
| Operating income (loss) | $ | (43) | $ | 20 | |||||||||||||||||||
| Average sales price ($ per MT) | |||||||||||||||||||||||
| Total Cellulose | $ | 1,219 | $ | 1,371 | |||||||||||||||||||
| Cellulose Specialties | $ | 2,040 | $ | 1,750 | |||||||||||||||||||
| Cellulose Commodities | $ | 770 | $ | 863 | |||||||||||||||||||
| Sales volume (thousands of MTs) | |||||||||||||||||||||||
| Total Cellulose | 205 | 195 | |||||||||||||||||||||
| Cellulose Specialties | 72 | 111 | |||||||||||||||||||||
| Cellulose Commodities | 133 | 84 | |||||||||||||||||||||
Net Sales
Three Months Ended March 29, 2025 | Changes Attributable to: | Three Months Ended March 28, 2026 | |||||||||||||||||||||
| (in millions) | Price | Volume/Mix/Other | |||||||||||||||||||||
| Cellulose Specialties | $ | 195 | $ | 20 | $ | (67) | $ | 148 | |||||||||||||||
| Cellulose Commodities | 73 | (17) | 46 | 102 | |||||||||||||||||||
| Biomaterials and other | 11 | 1 | 1 | 13 | |||||||||||||||||||
| HPC net sales | $ | 279 | $ | 4 | $ | (20) | $ | 263 | |||||||||||||||
Net sales of our High Purity Cellulose segment for the quarter decreased $16 million, or 6%, compared to the prior year quarter, driven by:
•Cellulose sales volume increase of 5%, driven by mix that included a 58% increase in CC sales volume that was partially offset by a 35% decrease in CS sales volume.
–CC sales volume increased as we executed our CS leadership initiatives and shifted production toward commodity products.
–CS sales volume declined as we executed our CS leadership initiatives, with the decline further impacted by elevated inventory levels in the acetate market and softer demand in the ethers market.
21
•Cellulose average sales price decrease of 11%, including an 11% decrease in CC average sales price that was partially offset by a 17% increase in CS average sales price.
–CS average sales price increase was driven by improved pricing of newly negotiated contracts. We remain on track to securing value-based pricing for our 2026 CS portfolio.
–CC average sales price decline was due to softer global commodity pricing.
•Partially offsetting the decreases above was an increase in biomaterials and other net sales from $11 million to $13 million, primarily driven by 2G bioethanol fuel and lignosulfonates.
Operating Income (Loss)
Three Months Ended March 29, 2025 | Gross Margin Changes Attributable to: | Three Months Ended March 28, 2026 | |||||||||||||||||||||||||||||||||
(in millions, except percentages) | Sales Price | Sales Volume/Mix/Other(a) | Cost | SG&A and other | |||||||||||||||||||||||||||||||
| HPC operating income (loss) | $ | 20 | $ | 4 | $ | (39) | $ | 6 | $ | (34) | $ | (43) | |||||||||||||||||||||||
| Operating margin % | 7.2 | % | 1.3 | % | (14.2) | % | 2.3 | % | (12.9) | % | (16.3) | % | |||||||||||||||||||||||
(a)Computed based on contribution margin.
Operating results of our High Purity Cellulose segment for the quarter declined $63 million, or 315%, compared to the prior year quarter, driven by:
•Non-cash permanent idling charges of $41 million in the current quarter as a result of the decision to permanently cease DWP production at the Temiscaming HPC plant.
•Decrease in net sales discussed above, primarily the decrease in variable margin resulting from the lower CS sales volumes.
•Higher labor and maintenance costs.
These decreases were partially offset by:
•Lower wood costs.
•Insurance recovery of $4 million related to the 2024 Jesup plant fire.
•Lower energy costs, driven by a $3 million higher benefit from sales of excess emission allowances in the current quarter compared to the prior year quarter.
Paperboard & High Yield Pulp
| Three Months Ended | |||||||||||||||||||||||
| (in millions, unless otherwise stated) | March 28, 2026 | March 29, 2025 | |||||||||||||||||||||
| Net sales | $ | 56 | $ | 74 | |||||||||||||||||||
| Operating loss | $ | (10) | $ | (9) | |||||||||||||||||||
| Average sales price ($ per MT) | |||||||||||||||||||||||
| PBD & HYP | $ | 884 | $ | 870 | |||||||||||||||||||
| Paperboard | $ | 1,194 | $ | 1,321 | |||||||||||||||||||
| High Yield Pulp | $ | 504 | $ | 518 | |||||||||||||||||||
| Sales volume (thousands of MTs) | |||||||||||||||||||||||
| PBD & HYP | 63 | 85 | |||||||||||||||||||||
| Paperboard | 35 | 37 | |||||||||||||||||||||
| High Yield Pulp | 28 | 48 | |||||||||||||||||||||
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Net Sales
Three Months Ended March 29, 2025 | Changes Attributable to: | Three Months Ended March 28, 2026 | |||||||||||||||||||||
| (in millions) | Price | Volume/Mix | |||||||||||||||||||||
| Paperboard | $ | 49 | $ | (4) | $ | (3) | $ | 42 | |||||||||||||||
| High Yield Pulp | 25 | (1) | (10) | 14 | |||||||||||||||||||
| PBD & HYP net sales | $ | 74 | $ | (5) | $ | (13) | $ | 56 | |||||||||||||||
Net sales of our Paperboard & High Yield Pulp segment for the quarter decreased $18 million, or 24%, compared to the prior year quarter, driven by:
•Total sales volume decrease of 26%, due to 5% and 42% decreases for PBD and HYP, respectively.
•Total average sales price increase of 2%, despite 10% and 3% decreases for PBD and HYP, respectively, due to a higher mix of PBD sales.
These decreases were driven by:
•Increased competitive activity in PBD due to the startup of new U.S. capacity in mid-year 2025.
•Continued oversupply of domestic HYP in Asia.
•Weaker demand for paper and packaging materials due to global economic uncertainty.
Partially offsetting these decreases were higher sales of folding packaging PBD grades due to increased focus on this market segment.
Operating Loss
Three Months Ended March 29, 2025 | Gross Margin Changes Attributable to: | Three Months Ended March 28, 2026 | |||||||||||||||||||||||||||||||||
(in millions, except percentages) | Sales Price | Sales Volume/Mix(a) | Cost | SG&A and other | |||||||||||||||||||||||||||||||
| PBD & HYP operating loss | $ | (9) | $ | (5) | $ | (2) | $ | 4 | $ | 2 | $ | (10) | |||||||||||||||||||||||
| Operating margin % | (12.2) | % | (8.1) | % | (8.3) | % | 7.1 | % | 3.6 | % | (17.9) | % | |||||||||||||||||||||||
(a)Computed based on contribution margin.
Operating loss of our Paperboard & High Yield Pulp segment for the quarter increased $1 million, or 11%, compared to the prior year quarter, driven by:
•Decrease in net sales discussed above.
•Increase in logistics costs due to higher ocean freight rates for shipments to Asia as a result of the current geopolitical environment.
•Impact of market downtime taken in the current quarter.
Partially offsetting these decreases were:
•Lower energy costs due to higher offsetting electricity production and sales.
•Lower purchased pulp costs.
Corporate & Other
| Three Months Ended | |||||||||||||||||||||||
(in millions) | March 28, 2026 | March 29, 2025 | |||||||||||||||||||||
| Operating loss | $ | (12) | $ | (26) | |||||||||||||||||||
The Corporate & Other operating loss for the quarter improved $14 million, or 54%, compared to the prior year quarter, driven by:
•Lower environmental remediation expense driven by the $12 million charge incurred in the prior year quarter.
•Favorable foreign exchange rates in the current quarter compared to unfavorable rates in the prior year quarter.
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Liquidity and Capital Resources
Overview
Cash flows from operations, primarily driven by operating results, have historically been our primary source of liquidity and capital resources. As operating cash flows can be negatively impacted by fluctuations in market prices for our commodity products and changes in demand for all of our products, we maintain a key focus on cash, managing working capital closely and optimizing the timing and level of our capital expenditures. We believe our future cash flows from operations, availability under our ABL Credit Facility and our ability to access the capital markets, if necessary or desirable, will be adequate to fund our operations and anticipated long-term funding requirements, including capital expenditures, defined benefit plan contributions and repayment of debt maturities.
Our Board of Directors suspended our quarterly common stock dividend in September 2019. No dividends have been declared since. The declaration and payment of future common stock dividends, if any, will be at the discretion of our Board of Directors and dependent upon our financial condition, results of operations, capital requirements and other factors that the Board of Directors deems relevant. In addition, our debt facilities place limitations on the declaration and payment of future dividends.
In January 2018, our Board of Directors authorized a $100 million common stock share buyback program. We have not repurchased shares under this program since 2018 and do not expect to utilize any of the remaining $60 million in unused authorization in the future.
Our liquidity and capital resources are summarized below:
| (in millions, except ratios) | March 28, 2026 | December 31, 2025 | |||||||||
| Cash and cash equivalents | $ | 68 | $ | 75 | |||||||
Availability under ABL Credit Facility(a)(b) | $ | 88 | $ | 72 | |||||||
Availability under short-term factoring facility(b) | $ | 4 | $ | 10 | |||||||
Total debt(b) | $ | 763 | $ | 779 | |||||||
| Stockholders’ equity | $ | 229 | $ | 317 | |||||||
| Total capitalization (total debt plus stockholders’ equity) | $ | 992 | $ | 1,096 | |||||||
| Debt to capital ratio | 77 | % | 71 | % | |||||||
(a)Amounts available under the ABL Credit Facility fluctuate based on eligible accounts receivable and inventory levels. At March 28, 2026, we had $161 million of gross availability and net available borrowings of $88 million after taking into account the facility’s quarter end balance of $20 million, outstanding letters of credit of $29 million and required availability of $24 million to avoid triggering the facility’s fixed charge coverage ratio covenant.
(b)See Note 6—Debt and Finance Leases to our Financial Statements for further information.
As of March 28, 2026, we were in compliance with all financial and other covenants under our debt agreements.
Other Sources of Cash
Asset Financing Obligation
In March 2026, we entered into a sale-leaseback agreement for the equipment of our chip mills located in Georgia and our ERP systems for net proceeds of $20 million. The arrangement has an initial term of 33 months with monthly rental payments of $0.7 million. We retain a one dollar ($1.00) purchase option at the end of the lease term.
SWEN Investment
In 2024, we secured €30 million to be provided by SWEN in return for a 20% preferred equity interest in BioNova. We received €15 million from SWEN in 2024. Subsequent funding is contingent on the achievement of certain project milestones.
BioNova Term Loan
In 2024, we entered into a credit agreement that authorizes up to €37 million in seven- and eight-year secured term loan tranches. Drawdowns may be made through November 2026 and are restricted to capital expenditures and development activities related to the BioNova platform. As of March 28, 2026, no borrowings were outstanding under the BioNova Term Loan. We may evaluate alternatives with respect to the facility if it is not utilized prior to the end of the availability period and arrange for an amendment of the credit agreement.
24
Cash Requirements
Contractual Commitments
Our principal contractual commitments include standby letters of credit, surety bonds, guarantees, purchase obligations and leases. We utilize arrangements such as standby letters of credit and surety bonds to provide credit support for certain suppliers and vendors in case of their default on critical obligations, collateral for certain of our self-insurance programs and guarantees for the completion of our remediation of environmental liabilities. As part of our ongoing operations, we also periodically issue guarantees to third parties. Our primary purchase obligation payments relate to natural gas, electricity and wood chips purchase contracts. There have been no material changes outside the ordinary course of business to the purchase obligations presented in our 2025 Form 10-K during the quarter ended March 28, 2026.
Cash Flows
| Three Months Ended | |||||||||||
| (in millions) | March 28, 2026 | March 29, 2025 | |||||||||
| Cash flows provided by (used in): | |||||||||||
| Operating activities | $ | 32 | $ | 40 | |||||||
| Investing activities | $ | (20) | $ | (38) | |||||||
| Financing activities | $ | (18) | $ | (1) | |||||||
Cash provided by operating activities decreased $8 million compared to the prior year quarter primarily due to the decline in operating results and lower working capital inflows.
Cash used in investing activities decreased $18 million compared to the prior year quarter due to lower custodial and strategic capital spend, as well as current year proceeds from our insurance claim related to the 2024 fire at our Jesup plant.
Cash outflows from financing activities increased $17 million compared to the prior year quarter primarily due to net repayments of short- and long-term debt in the current period, inclusive of the $20 million net proceeds received for the sale-leaseback transaction, compared to net borrowings in the prior period, partially offset by lower repurchases of common stock to satisfy tax withholding requirements related to stock-based compensation.
Performance and Liquidity Indicators
The discussion below is presented to enhance the reader’s understanding of our operating performance, liquidity and ability to generate cash and satisfy rating agency and creditor requirements. This information includes the non-GAAP financial measures of EBITDA, Adjusted EBITDA and Adjusted Free Cash Flow. These measures are not defined by GAAP and our discussion of them is not intended to conflict with or change any of our GAAP disclosures provided in this report.
We believe these non-GAAP financial measures provide useful information to our Board of Directors, management and investors regarding our financial condition and results of operations. Our management uses these non-GAAP financial measures to compare our performance to that of prior periods for trend analyses, to determine management incentive compensation and for budgeting, forecasting and planning purposes. Our management considers these non-GAAP financial measures, in addition to operating income, to be important in estimating our enterprise and stockholder values and for making strategic and operating decisions. In addition, analysts, investors and creditors use these non-GAAP financial measures when analyzing our operating performance, financial condition and cash-generating ability. We use EBITDA and Adjusted EBITDA as performance measures and Adjusted Free Cash Flow as a liquidity measure.
We do not consider non-GAAP financial measures an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they may exclude significant expense and income items that are required by GAAP to be recognized in our Financial Statements. In addition, they reflect the exercise of management’s judgment about which expense and income items are excluded or included in determining these non-GAAP financial measures. To compensate for these limitations, reconciliations of our non-GAAP financial measures to their most directly comparable GAAP financial measures are provided below. Non-GAAP financial measures are not necessarily indicative of results that may be generated in future periods and should not be relied upon, in whole or part, in evaluating our financial condition, results of operations or future prospects.
25
EBITDA and Adjusted EBITDA
EBITDA is defined as earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for items that management believes are not representative of our core operations.
Net income (loss) is reconciled to EBITDA and Adjusted EBITDA by segment, as follows:
Three Months Ended March 28, 2026 | |||||||||||||||||||||||
(in millions) | High Purity Cellulose | Paperboard & High Yield Pulp | Corporate & Other | Total | |||||||||||||||||||
| Net loss | $ | (45) | $ | (9) | $ | (27) | $ | (81) | |||||||||||||||
| Net income attributable to redeemable noncontrolling interest | — | — | — | — | |||||||||||||||||||
| Net loss attributable to RYAM | (45) | (9) | (27) | (81) | |||||||||||||||||||
| Depreciation and amortization | 28 | 4 | 1 | 33 | |||||||||||||||||||
| Temiscaming HPC permanent idling charges - accelerated depreciation | 35 | — | — | 35 | |||||||||||||||||||
| Interest expense, net | — | — | 22 | 22 | |||||||||||||||||||
| Income tax benefit | — | — | (7) | (7) | |||||||||||||||||||
| EBITDA attributable to RYAM | 18 | (5) | (11) | 2 | |||||||||||||||||||
| Temiscaming HPC permanent idling charges - other asset adjustments | 6 | — | — | 6 | |||||||||||||||||||
| Adjusted EBITDA attributable to RYAM | $ | 24 | $ | (5) | $ | (11) | $ | 8 | |||||||||||||||
Three Months Ended March 29, 2025 | |||||||||||||||||||||||
(in millions) | High Purity Cellulose | Paperboard & High Yield Pulp | Corporate & Other | Total | |||||||||||||||||||
| Net income (loss) | $ | 20 | $ | (8) | $ | (44) | $ | (32) | |||||||||||||||
| Net income attributable to redeemable noncontrolling interest | — | — | — | — | |||||||||||||||||||
| Net income (loss) attributable to RYAM | 20 | (8) | (44) | (32) | |||||||||||||||||||
| Depreciation and amortization | 26 | 6 | (1) | 31 | |||||||||||||||||||
| Interest expense, net | — | — | 23 | 23 | |||||||||||||||||||
| Income tax benefit | — | — | (5) | (5) | |||||||||||||||||||
| EBITDA and Adjusted EBITDA attributable to RYAM | $ | 46 | $ | (2) | $ | (27) | $ | 17 | |||||||||||||||
Adjusted Free Cash Flow
Adjusted Free Cash Flow is a non-GAAP financial measure of cash generated during a period that is available for debt reduction, acquisitions and repurchases of our common stock. Beginning in the fourth quarter of 2025, Adjusted Free Cash Flow is defined as cash provided by operating activities less capital expenditures, net of proceeds from the sale of property, plant and equipment and insurance claims. Adjusted Free Cash Flow for the quarter ended March 29, 2025 has been recalculated according to this new definition.
Cash provided by operating activities is reconciled to Adjusted Free Cash Flow as follows:
| Three Months Ended | |||||||||||
| (in millions) | March 28, 2026 | March 29, 2025 | |||||||||
| Cash provided by operating activities | $ | 32 | $ | 40 | |||||||
Capital expenditures, net(a) | (20) | (38) | |||||||||
| Adjusted Free Cash Flow | $ | 12 | $ | 2 | |||||||
(a)Net of proceeds from the sale of property, plant and equipment and insurance claims. Included in capital expenditures, net were strategic capital expenditures of $5 million and $8 million for the quarters ended March 28, 2026 and March 29, 2025, respectively.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market and Other Economic Risks
We are exposed to various market risks, primarily changes in interest rates, currency and commodity prices. Our objective is to minimize the economic impact of these market risks. We may use derivatives in accordance with policies and procedures approved by our Board of Directors.
26
Foreign Currency
We manage our foreign currency exposures by balancing certain assets and liabilities denominated in foreign currencies. We may also use foreign currency forward contracts to manage these exposures. The principal objective of such contracts is to minimize the potential volatility and financial impact of changes in foreign currency exchange rates. We do not utilize financial instruments for trading or other speculative purposes.
Prices
The prices, sales volumes and margins of our CC and HYP products have historically been cyclically affected by economic and market shifts, fluctuations in capacity and changes in foreign currency exchange rates. These products have fewer distinguishing qualities from producer to producer and competition is based primarily on price, which is determined by market supply relative to demand. The overall levels of demand for the products we manufacture, and consequently our sales and profitability, reflect fluctuations in end user demand. Our CS product prices are impacted by market supply and demand, raw material and processing costs, changes in global currencies and other factors.
Certain key input costs, such as wood fiber, chemicals and energy, may experience significant price fluctuations, also impacted by market shifts, fluctuations in capacity and other demand and supply dynamics. We may periodically enter into commodity forward contracts to fix some of our commodity costs, including our energy costs that are subject to price volatility caused by weather, supply conditions, political and economic variables and other unpredictable factors. Such forward contracts partially mitigate the risk of changes to our gross margins resulting from an increase or decrease in these costs. Forward contracts that are derivative instruments are reported in our consolidated balance sheets at their fair values, unless they qualify for the normal purchase normal sale exception and such exception has been elected, in which case, the fair values of such contracts are not recognized in the balance sheet.
Variable Interest Rates
At March 28, 2026 and December 31, 2025, we had $714 million and $748 million, respectively, of variable rate debt subject to interest rate risk. At these borrowing levels, a hypothetical 1% change in interest rates would result in a $7 million annual change in interest expense.
Item 4. Controls and Procedures
Management’s Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining adequate disclosure controls and procedures. Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed with the objective of ensuring that information required to be disclosed in reports filed under the Exchange Act, such as this Quarterly Report on Form 10-Q, is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including the Office of the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Because of the inherent limitations in all control systems, no control evaluation can provide absolute assurance that all control exceptions and instances of fraud have been prevented or detected on a timely basis. Even systems determined to be effective can provide only reasonable assurance their objectives are achieved.
Based on an evaluation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q, our management, including the Office of the Chief Executive Officer and Chief Financial Officer, concluded the design and operation of the disclosure controls and procedures were effective as of March 28, 2026.
Internal Control over Financial Reporting
For the quarter ended March 28, 2026, based upon the evaluation required by SEC Rule 13a-15(d), there were no changes in our internal control over financial reporting that would materially affect or are reasonably likely to materially affect our internal control over financial reporting.
27
Part II. Other Information
Item 1. Legal Proceedings
See Note 16—Commitments and Contingencies to our Financial Statements for information regarding legal proceedings.
Item 1A. Risk Factors
There have been no material changes or updates to the risk factors previously disclosed in our 2025 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
The following table summarizes our purchases of RYAM common stock during the quarter ended March 28, 2026:
Total Number of Shares Purchased(a) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs(b) | ||||||||||||||||||||
| January 1 to January 31 | — | $ | — | — | $ | 60,294,000 | |||||||||||||||||
| February 1 to February 28 | — | $ | — | — | $ | 60,294,000 | |||||||||||||||||
| March 1 to March 28 | 205,262 | $ | 9.44 | — | $ | 60,294,000 | |||||||||||||||||
| Total | 205,262 | — | |||||||||||||||||||||
(a)Represents shares repurchased to satisfy tax withholding requirements related to the issuance of stock under our stock incentive plans.
(b)As of March 28, 2026, the remaining unused authorization under our share buyback program was $60 million.
Item 5. Other Information
During the quarter ended March 28, 2026, no
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Item 6. Exhibits
| Exhibit No. | Description | Location | ||||||||||||
| Amended and Restated Certificate of Incorporation of Rayonier Advanced Materials Inc., as amended | Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 10-K filed on March 6, 2025 | |||||||||||||
| Certificate of Designations of 8.00% Series A Mandatory Convertible Preferred Stock of Rayonier Advanced Materials Inc., filed with the Secretary of State of the State of Delaware and effective August 10, 2016 | Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on August 10, 2016 | |||||||||||||
| Certificate of Designations of Series A Junior Participating Preferred Stock | Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on March 21, 2022 | |||||||||||||
| Amended and Restated Bylaws of Rayonier Advanced Materials Inc., effective October 19, 2022 | Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on October 19, 2022 | |||||||||||||
| Certification Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | |||||||||||||
Certification of Periodic Financial Reports Under Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith | |||||||||||||
| 101 | Interactive data files (formatted in Inline XBRL) pursuant to Rule 405 of Regulation S-T | Filed herewith | ||||||||||||
| 104 | Cover page interactive data file (formatted in Inline XBRL and contained in Exhibit 101) pursuant to Rule 406 of Regulation S-T | Filed herewith | ||||||||||||
29
SIGNATURE
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.
| Rayonier Advanced Materials Inc. | ||||||||
| By: | /s/ MARCUS J. MOELTNER | |||||||
Marcus J. Moeltner Office of the Chief Executive Officer Chief Financial Officer and Senior Vice President, Finance (Principal Executive Officer) (Principal Financial Officer) | ||||||||
Date: May 6, 2026 | ||||||||
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Exhibit 31
Certification
I, Marcus J. Moeltner, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Rayonier Advanced Materials Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 6, 2026
| /s/ MARCUS J. MOELTNER | |||||
| Marcus J. Moeltner | |||||
| Office of the Chief Executive Officer | |||||
| Chief Financial Officer and Senior Vice President, Finance | |||||
| Rayonier Advanced Materials Inc. | |||||
Exhibit 32
Certification
The undersigned hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to my knowledge:
1.The quarterly report on Form 10-Q of Rayonier Advanced Materials Inc. (the “Company”) for the period ended March 28, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 6, 2026
| /s/ MARCUS J. MOELTNER | ||||||||
| Marcus J. Moeltner | ||||||||
| Office of the Chief Executive Officer | ||||||||
| Chief Financial Officer and Senior Vice President, Finance | ||||||||
| Rayonier Advanced Materials Inc. | ||||||||