Rayonier Advanced Materials RYAM Form 10-Q filing Q2 FY2026

Part I. Financial Information

Item 1. Financial Statements (Unaudited)

Condensed Consolidated Statements of Operations 1

Condensed Consolidated Statements of Comprehensive Income (Loss) 2

Condensed Consolidated Balance Sheets 3

Condensed Consolidated Statements of Stockholders’ Equity 4

Condensed Consolidated Statements of Cash Flows 5

Notes to Condensed Consolidated Financial Statements 6

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 21

Item 3. Quantitative and Qualitative Disclosures about Market Risk 33

Item 4. Controls and Procedures 34

Part II. Other Information

Item 1. Legal Proceedings 35

Item 1A. Risk Factors 35

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 35

Item 5. Other Information 35

Item 6. Exhibits 36

Signature 37

Glossary

The following terms and abbreviations appearing in the text of this report have the meanings indicated below.

Part I. Financial Information

Item 1. Financial Statements (Unaudited)

Item 1. Financial Statements

See Notes to Condensed Consolidated Financial Statements.

See Notes to Condensed Consolidated Financial Statements.

See Notes to Condensed Consolidated Financial Statements.

(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.

See Notes to Condensed Consolidated Financial Statements.

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.

As a result of the sale of its lumber and newsprint assets in August 2021, the Company presents the historical results for those operations, and any subsequent directly associated impacts, as discontinued operations. Unless otherwise stated, information in these notes to condensed consolidated financial statements relates to continuing operations. See Note 3—Discontinued Operations for further information.

New Segment Structure

Beginning in January 2026, the Company reorganized its segment structure and now operates 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 16—Segments for further information.

Recent Accounting Developments

Accounting Standards Updates Not Yet Implemented

In May 2026, the FASB issued ASU 2026-02 “'Environmental Credits and Environmental Credit Obligations (Topic 818),” which provides recognition, measurement, presentation and disclosure requirements for environmental credits and environmental credit obligations for all entities that generate, purchase or receive environmental credits or have a regulatory compliance obligation that may be settled with environmental credits. This ASU is effective for RYAM’s interim and annual reporting periods beginning in Q1 2028. Early adoption is permitted as of the beginning of an annual reporting period. ASU 2026-02 should be applied on a retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

Subsequent Events

Events and transactions subsequent to the consolidated balance sheets date have been evaluated for potential recognition and disclosure through the date of issuance of these consolidated financial statements. No subsequent events were identified.

Rayonier Advanced Materials Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in thousands unless otherwise stated)

2. Temiscaming Operations

High Purity Cellulose 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 $19 million, including $8 million of mothballing costs, $6 million of severance and other employee costs and $5 million of other costs. No additional one-time charges are expected to be incurred. 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 removed 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 PBD and HYP plants, which continue to operate at full capacity, subject to market conditions.

The following table presents the accrued liability balance activity related to the suspension during the six months ended June 27, 2026:

The following table presents total suspension charges incurred by cost type:

These charges were recorded to the High Purity Cellulose segment in “suspension charges” in the condensed consolidated statements of operations.

High Yield Pulp Operations

In the second quarter of 2026, the Company recognized a non-cash asset impairment of $13 million, as it was determined that the HYP plant asset group’s net carrying value exceeded its estimated fair value as a result of weakened market conditions and reduced future cash flow projections. The impairment was recorded to the PBD & HYP segment in “asset impairment” in the condensed consolidated statements of operations. See Note 9—Fair Value Measurements for further information on the fair value measurement of the HYP plant asset group.

3. Discontinued Operations

In August 2021, the Company completed the sale of its lumber and newsprint facilities and certain related assets located in Canada. During the quarter and six months ended June 28, 2025, the Company recognized $4 million of pre-tax income related to its remaining CEWS benefit claims deferred since 2021.

Rayonier Advanced Materials Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in thousands unless otherwise stated)

Income from discontinued operations was composed of the following:

4. Accounts Receivable, Net

(a)Consists primarily of value-added/consumption taxes, grants receivable and accrued billings due from government agencies.

5. Inventory

6. Accrued and Other Current Liabilities

(a)Included at June 27, 2026 and December 31, 2025 were prepayment balances of $3 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. In the first quarter of 2026, a second prepayment of $3 million was received, and in the first and second quarters of 2026, the Company recognized $4 million and $1 million, respectively, in “other operating income (expense), net” for 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 continuing long-term repair work while concurrently discussing a potential claim settlement with the insurers.

(b)Included at both June 27, 2026 and December 31, 2025 were $19 million of energy-related payables associated with Tartas facility operations.

Rayonier Advanced Materials Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in thousands unless otherwise stated)

7. Debt and Finance Leases

(a)At June 27, 2026, the Company had $175 million of gross availability and net available borrowings of $76 million after taking into account the facility’s quarter end balance of $36 million, outstanding letters of credit of $37 million and required availability of $26 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 June 27, 2026, there were no borrowings outstanding under the BioNova Term Loan.

As of June 27, 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%.

8. Environmental Liabilities

The Company’s environmental liabilities balance changed as follows during the six months ended June 27, 2026:

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. In the second quarter of 2026, the Washington DOE finalized the consent decree and cleanup plan.

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.

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 June 27, 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.

9. 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.

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:

Rayonier Advanced Materials Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in thousands unless otherwise stated)

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:

(a)Based on a peer group of companies in the same or a similar industry.

See Note 10—Redeemable Noncontrolling Interest for further information on the SWEN put option.

Assets Measured at Fair Value on a Nonrecurring Basis

High Yield Pulp Operations

In the second quarter of 2026, the Company recognized a $13 million non-cash impairment after determining that the HYP plant asset group’s net carrying value exceeded its estimated fair value. Determining the fair value of an asset group is judgmental in nature and involves the use of significant estimates and assumptions. The fair value of the HYP plant assets was determined using discounted cash flows under the income approach from the perspective of a market participant assuming the highest and best use of the asset group. Discounted cash flows were estimated using key assumptions regarding production levels, price levels, profit margins, capital expenditures and discount rate, which are Level 3 measurements. See Note 2—Temiscaming Operations for further information on this impairment.

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:

(a)Excludes finance lease obligations.

10. 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.

Rayonier Advanced Materials Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in thousands unless otherwise stated)

The value of SWEN’s redeemable noncontrolling interest is reflected in temporary equity and is accreted to its estimated redemption value at each period end using the interest method. The following table presents the redeemable noncontrolling interest balance and activity:

Results attributable to RYAM, after attribution to the redeemable noncontrolling interest, were as follows:

Rayonier Advanced Materials Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in thousands unless otherwise stated)

11. Accumulated Other Comprehensive Loss

(a)The AOCI components for defined benefit pension and post-retirement plans are included in the computation of net periodic benefit cost. See Note 14—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 for all periods presented, as the French operations are taxed on the foreign functional currency and the foreign operations are considered indefinitely invested outside the U.S.

12. 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.

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):

Anti-dilutive instruments excluded from the computation of diluted earnings per share included (not in thousands):

13. Incentive Stock Plans

(a)Included equity award expense of $1 million during each of the quarters ended June 27, 2026 and June 28, 2025, and $2 million and $3 million during the six months ended June 27, 2026 and June 28, 2025, respectively.

The Company made new grants of restricted stock units, performance-based stock units, performance-based cash and LPU awards during the first and second quarters of 2026 as follows:

• 2026 restricted stock unit awards: cliff vest after three years, except for director awards, which vest after one year.
• 2026 performance-based stock unit and cash 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.
• 2026 LPU awards: cliff vest after three years and are based on share price growth over a three-year performance period. The participant can earn between 0% and 250% of the target award, with the number of earned LPUs subject to a value cap of 15x the initial grant value.

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.

Rayonier Advanced Materials Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in thousands unless otherwise stated)

The following table summarizes the 2026 activity of the Company’s incentive stock awards (not in thousands):

14. 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 tables present the components of net periodic benefit cost of the Company’s plans:

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.

Rayonier Advanced Materials Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in thousands unless otherwise stated)

15. Income Taxes

Effective Tax Rate

The Company’s effective tax rates were as follows:

The effective tax rate for the quarter and six months ended June 27, 2026 differed from the federal statutory rate of 21% primarily due to changes in valuation allowances, different statutory tax rates in foreign jurisdictions and U.S. tax credits. Also driving the difference for the quarter was the foreign-derived income deduction.

The effective tax rates for the quarter and six months ended June 28, 2025 differed from the federal statutory rate of 21% primarily due to the full write-off of the Company’s Canadian DTAs. See Deferred Taxes below. Also driving the differences were different statutory tax rates in foreign jurisdictions, valuation allowances on nondeductible U.S. interest expense, U.S. tax credits and nondeductible executive compensation.

Deferred Taxes

In the second quarter of 2025, the Company determined that it was more likely than not that its Canadian DTAs would not be fully realizable and recorded a full valuation allowance against these assets and a corresponding $337 million tax expense to write off the previously recognized net DTA. Barring positive evidence that changes this conclusion, future Canadian earnings will not result in tax expense or benefit on the Company’s financial statements. The valuation allowance does not impact the Company’s legal right to use the deferred tax assets against cash taxes and future recognition continues to be evaluated as market conditions evolve.

As of June 27, 2026 and December 31, 2025, the Company’s net DTA included $19 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 $3 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 recognized a valuation allowance on this portion of the net DTA generated from disallowed interest.

16. 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 segments:

• 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.

Rayonier Advanced Materials Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in thousands unless otherwise stated)

The Company’s segment structure is determined based primarily on how its CODM reviews and evaluates Company operations. Historically, RYAM’s CODM has been its CEO. In January 2026, a new CEO was appointed 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 an interim Office of the CEO was established that was composed of four existing RYAM executives. A new analysis determined that (i) the Office of the CEO was the new CODM and (ii) there was no change in the approach to evaluating the business and therefore no change in reportable segments from those listed above for the second quarter. The appointment of a new, permanent CEO in the last week of June will necessitate a third quarter analysis to determine the new CODM and whether a change in reportable segments is warranted.

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 PBD and HYP operations at Temiscaming are highly interconnected, with HYP being used as feedstock for PBD 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.

Net sales by product line, by segment, were as follows:

Rayonier Advanced Materials Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in thousands unless otherwise stated)

Significant segment expenses included the following:

Rayonier Advanced Materials Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(in thousands unless otherwise stated)

(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:

17. 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 six months ended June 27, 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.

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 June 27, 2026, the Company had net exposure of $39 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 $92 million as of June 27, 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 $22 million at June 27, 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 June 27, 2026, all the Company’s collective bargaining agreements covering its unionized employees were current.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

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.

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 16—Segments for further information.

Recent Business Developments

• 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.

During the second quarter of 2026, the USDOC issued affirmative preliminary antidumping duty determinations with respect to imports from Brazil and Norway and an affirmative preliminary countervailing duty determination with respect to imports from Brazil. In addition, the USITC scheduled the final phase of the investigations, with final determinations expected later in 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.

Separately, during the third quarter of 2026, the Office of the United States Trade Representative announced final Section 301 actions applicable to imports from Brazil and Norway, including an aggregate 37.5% tariff on Brazilian imports of DWP (HTS Code 4702) and a 12.5% tariff on Norwegian imports of DWP. However, the ultimate impact of these actions will depend on a number of factors, including the extent to which downstream customers are able to utilize available trade programs and other regulatory mechanisms applicable to exported products.

• 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.

Business Outlook

Our comprehensive review of strategic alternatives remains the top priority and is progressing with urgency and discipline. The review is focused on evaluating the full range of strategic and financial alternatives available to us and identifying the path that best maximizes value for shareholders. We expect to conclude the review and communicate a clear path forward during the fourth quarter of 2026.

While the review is underway, management remains focused on strengthening the performance and value of the business. Our priorities are to advance our Cellulose Specialties leadership strategy, improve operating reliability and asset optimization, generate cash and maintain disciplined capital allocation. We believe stronger commercial execution, operating performance and cash generation enhance RYAM’s value under any potential path.

Our second quarter results reflected continued progress against these priorities, including higher CS pricing and improved HPC operating income compared to the prior year quarter. We expect sequential improvement in the second half of 2026, although results may continue to be affected by customer inventory levels, demand conditions, commodity pricing, input cost inflation, logistics costs and geopolitical developments.

High Purity Cellulose

We expect second-half performance to benefit from continued execution of our CS leadership strategy and improved operating performance.

CS volumes are expected to remain below prior year levels, as certain customers continue to manage inventories and ordering patterns, particularly in acetate and ethers. Second-half volumes are expected to improve compared with the first half of the year and remain in line with our expectations.

The 21% year-over-year increase in CS pricing during the second quarter reflects the differentiated performance and value that our products deliver across the grades and end markets we serve. We expect CS pricing to remain significantly above prior-year levels through the second half, with full-year pricing aligned with our prior expectations.

Our commercial approach remains focused on sustaining the pricing progress achieved to date and recognizing the differentiated performance of our products. We are applying this approach with greater precision across products, markets and customer relationships, while pursuing volume and mix opportunities supported by market conditions. This approach is intended to reinforce our competitive positions, support long-term customer relationships and improve the quality and consistency of earnings.

CC volumes are expected to remain elevated as we optimize production and asset loading. Market pricing for fluff and viscose has stabilized, with modest improvement expected through the third quarter. Biomaterials results are expected to improve year over year, supported by improved feedstock availability and stable operating performance at Tartas.

Chemicals, logistics and other input costs remain subject to inflationary and geopolitical pressure. We have implemented commercial recovery actions on certain CS products where commercially and contractually appropriate. These actions, together with improving commodity pricing, are expected to partially mitigate current inflationary pressures.

Paperboard & High Yield Pulp

We expect second-half performance to benefit from tightening PBD industry operating rates, which should support firmer pricing, together with continued growth in higher-value folding packaging products, including freezer board and oil-and-grease-resistant grades. In HYP, the market remains structurally oversupplied and pricing remains challenged; however, we are progressing commercialization of softwood rolled pulp for absorbent-care applications, which should support improved mix and broader participation in differentiated end uses. Additionally, we are actively monitoring evolving trade dynamics, including the recently announced tariff on certain Canadian origin products, and have actionable mitigation plans in place.

Corporate & Other

We will continue to maintain disciplined control of discretionary spending and pursue structural efficiencies across the organization. Subject to variability in foreign exchange rates, incentive compensation and costs associated with the strategic review, Corporate & Other Adjusted EBITDA is expected to approximate $45 million in 2026, compared with $72 million in 2025.

Capital allocation

We remain focused on preserving liquidity and financial flexibility while supporting safe and reliable operations. Capital expenditures will continue to be prioritized toward essential maintenance, reliability and initiatives that support near-term cash generation and attractive risk-adjusted returns.

Cash generation and deleveraging remain important priorities. We will continue to actively manage working capital, capital spending and operating costs while maintaining appropriate liquidity and compliance with our debt covenants.

Results of Operations

Net Sales

Net sales for the quarter ended June 27, 2026 increased $36 million, or 11%, compared to the same prior year quarter driven by a higher average sales price in CS and higher sales volumes in CC, PBD and HYP. These increases were partially offset by lower average sales prices in CC, PBD and HYP and lower sales volume in CS.

Net sales for the six months ended June 27, 2026 were flat compared to the same prior year period driven by a higher average sales price in CS and higher sales volumes in CC and PBD, partially offset by lower average sales prices in CC, PBD and HYP and lower sales volumes in CS and HYP.

See Operating Results by Segment below for further discussion.

Operating Income (Loss)

Operating loss for the quarter ended June 27, 2026 increased $6 million, or 600%, compared to the same prior year quarter, driven by a non-cash HYP asset impairment of $13 million, the impact of the PBD & HYP planned maintenance outage and market-related downtime taken in the current quarter and higher chemicals and logistics costs. Partially offsetting these decreases were the increase in net sales, improved operating rates at the HPC plants, lower wood and other fixed costs and favorable foreign exchange rates.

Operating loss for the six months ended June 27, 2026 increased $56 million, or 350%, compared to the same prior year period, driven by non-cash HPC permanent idling charges of $41 million, the non-cash HYP asset impairment of $13 million, higher chemicals and logistics costs and the impact of the PBD & HYP planned maintenance outage and market-related downtime taken in the current period. Partially offsetting these decreases were improved operating rates at the HPC plants, lower wood, purchased pulp, energy and other fixed costs, prior year non-cash environmental reserves charges of $12 million, favorable foreign exchange rates and an insurance recovery of $5 million related to the 2024 Jesup plant fire.

See Operating Results by Segment below for further discussion. See also Note 2—Temiscaming Operations, Note 6—Accrued and Other Current Liabilities and Note 8—Environmental Liabilities to our Financial Statements for further details on the permanent idling charges and HYP asset impairment, insurance recovery and environmental reserves charges, respectively.

Non-Operating Income & Expense

Favorable foreign exchange rates during the quarter and six months ended June 27, 2026 compared to unfavorable rates in the same prior year periods resulted in favorable impacts of $2 million and $3 million, respectively.

Partially offsetting the foreign exchange rate impact in the six months-ended period was a $2 million increase in the quarterly fair value remeasurement of the SWEN put option. See Note 9—Fair Value Measurements to our Financial Statements for further details.

Income Taxes

The effective tax rates on the loss from continuing operations for the quarter and six months ended June 27, 2026 were an expense of 7.4% and a benefit of 4.2%, respectively. These rates differed from the federal statutory rate of 21% primarily due to changes in valuation allowances, different statutory tax rates in foreign jurisdictions and U.S. tax credits. Also driving the difference for the quarter was the foreign-derived income deduction.

The effective tax rates on the loss from continuing operations for the quarter and six months ended June 28, 2025 were not meaningful as a result of the full write-off of our Canadian DTAs (see Note 15—Income Taxes to our Financial Statements for further details). Also driving the differences between the effective tax rates and the federal statutory rate of 21% were different statutory tax rates in foreign jurisdictions, valuation allowances on nondeductible U.S. interest expense, U.S. tax credits and nondeductible executive compensation.

Discontinued Operations

During the quarter and six months ended June 28, 2025, we recorded pre-tax income from discontinued operations of $4 million related to our remaining CEWS benefit claims deferred since 2021. See Note 3—Discontinued Operations to our Financial Statements for further details.

Operating Results by Segment

High Purity Cellulose

Net Sales - Three Months Ended

Net sales of our High Purity Cellulose segment for the second quarter increased $29 million, or 11%, compared to the same prior year quarter, driven by:

• Cellulose sales volume increase of 20%, including a 94% increase in CC sales volume that was partially offset by a 23% decrease in CS sales volume.

–CC sales volume increased as our plants experienced higher operating rates compared to the prior quarter and also shifted to CC production in the current quarter due to lower orders for CS products.

–CS sales volume declined as we executed our CS leadership initiatives. Partially offsetting this decline was lower CS sales volume in the prior quarter as Chinese customers delayed orders due to the geopolitical uncertainty with Chinese and U.S. tariffs.

• Cellulose average sales price decrease of 7%, including an 11% decrease in CC average sales price that was partially offset by a 21% increase in CS average sales price.

–CS average sales price increase was driven by higher pricing of newly negotiated 2026 agreements.

–CC average sales price decline was due to softer global commodity pricing and product mix within the commodity portfolio.

Net Sales - Six Months Ended

Net sales of our High Purity Cellulose segment for the six months ended June 27, 2026 increased $10 million, or 2%, compared to the same prior year period, driven by:

• Cellulose sales volume increase of 12%, including a 72% increase in CC sales volume that was partially offset by a 29% decrease in CS sales volume.

–CC sales volume increased as our plants experienced higher operating rates compared to the prior period and also shifted to CC production in the current period due to lower orders for CS products.

–CS sales volume declined as we executed our CS leadership initiatives. Partially offsetting this decline was lower CS sales volume in the prior period as Chinese customers delayed orders due to the geopolitical uncertainty with Chinese and U.S. tariffs.

• Cellulose average sales price decrease of 9%, including a 10% decrease in CC average sales price that was partially offset by a 19% increase in CS average sales price.

–CS average sales price increase was driven by higher pricing of newly negotiated 2026 agreements.

–CC average sales price decline was due to softer global commodity pricing and product mix within the commodity portfolio.

Operating Income - Three Months Ended

(a)Computed based on contribution margin.

Operating income of our High Purity Cellulose segment for the second quarter increased $9 million, or 45%, compared to the same prior year quarter, driven by:

• Increase in CS average sales price.
• Lower wood costs.
• Lower fixed costs due to reduced discretionary spending.
• Improved operating rates.

These increases were partially offset by:

• Lower CS sales volumes and mix resulting from higher CC sales.
• Lower CC pricing and mix.
• Higher inflation of chemicals and logistics costs.

Operating Income (Loss) - Six Months Ended

(a)Computed based on contribution margin.

Operating results of our High Purity Cellulose segment for the six months ended June 27, 2026 declined $54 million, or 135%, compared to the same prior year period, driven by:

• Non-cash permanent idling charges of $41 million in the current period as a result of the decision to permanently cease DWP production at the Temiscaming HPC plant.
• Lower CS sales volumes and mix resulting from higher CC sales.
• Lower CC pricing and mix.
• Higher inflation of chemicals and logistics costs.

These decreases were partially offset by:

• Increase in CS average sales price.
• Lower wood costs.
• Lower energy costs, driven by a $3 million higher benefit from sales of excess emission allowances and certificates of energy savings associated with Tartas operations in the current period compared to the prior period.
• Lower fixed costs due to reduced discretionary spending.
• Improved operating rates.
• Insurance recovery of $5 million related to the 2024 Jesup plant fire.

Paperboard & High Yield Pulp

Net Sales - Three Months Ended

Net sales of our Paperboard & High Yield Pulp segment for the second quarter increased $7 million, or 10%, compared to the same prior year quarter, driven by:

• Total sales volume increase of 22%, including 15% and 29% increases for PBD and HYP, respectively, due to:

–Higher sales of folding packaging PBD grades due to increased focus on this market segment.

–Higher HYP sales due to the timing of Q1 shipments, primarily related to delayed orders to Indonesia.

These increases were partially offset by:

• Total average sales price decrease of 10%, including 9% and 4% decreases for PBD and HYP, respectively, 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.

Net Sales - Six Months Ended

Net sales of our Paperboard & High Yield Pulp segment for the six months ended June 27, 2026 decreased $11 million, or 8%, compared to the same prior year period, driven by:

• Total average sales price decrease of 5%, including 9% and 4% decreases for PBD and HYP, respectively.
• Total sales volume decrease of 3%, including an 8% decrease for HYP that was partially offset by a 3% increase for PBD.

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

(a)Computed based on contribution margin.

Operating loss of our Paperboard & High Yield Pulp segment for the second quarter increased $20 million, or 286%, compared to the same prior year quarter, driven by:

• HYP non-cash asset impairment of $13 million in the current quarter.
• Decreases in average sales prices discussed above.
• Impacts of the planned maintenance outage and market-related downtime taken in the current quarter.

Partially offsetting these decreases were the increases in sales volumes discussed above.

Operating Loss - Six Months Ended

(a)Computed based on contribution margin.

Operating loss of our Paperboard & High Yield Pulp segment for the six months ended June 27, 2026 increased $21 million, or 131%, compared to the same prior year period, driven by:

• HYP non-cash asset impairment of $13 million.
• Decreases in average sales prices discussed above.
• Impacts of the planned maintenance outage and market-related downtime taken in the current period.
• Increase in logistics costs due to higher ocean freight rates for shipments to Asia as a result of the current geopolitical environment.
• Higher wood costs.

Partially offsetting these decreases were:

• Lower energy costs due to higher offsetting electricity production and sales.
• Lower purchased pulp costs.

Corporate & Other

The Corporate & Other operating loss for the second quarter improved $5 million, or 36%, compared to the same prior year quarter, driven by favorable foreign exchange rates in the current quarter compared to unfavorable rates in the prior quarter, partially offset by higher variable compensation costs.

The Corporate & Other operating loss for the six months ended June 27, 2026 improved $19 million, or 48%, compared to the same prior year period, driven by lower environmental remediation expense due to the $12 million charge incurred in the prior period and favorable foreign exchange rates in the current period compared to unfavorable rates in the prior period.

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 global liquidity as of June 27, 2026 was $145 million and is summarized with our capital resources below:

(a)Amounts available under the ABL Credit Facility fluctuate based on eligible accounts receivable and inventory levels. At June 27, 2026, we had $175 million of gross availability and net available borrowings of $76 million after taking into account the facility’s quarter end balance of $36 million, outstanding letters of credit of $37 million and required availability of $26 million to avoid triggering the facility’s fixed charge coverage ratio covenant.

(b)See Note 7—Debt and Finance Leases to our Financial Statements for further information.

As of June 27, 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 June 27, 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.

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 six months ended June 27, 2026.

Cash Flows

Cash provided by operating activities increased $27 million compared to the prior year period driven by higher working capital inflows, lower payout on our short-term incentive plan in 2026 compared to 2025 and lower interest paid on long-term debt due to the timing of payments.

Cash used in investing activities decreased $30 million compared to the prior year period 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 $10 million compared to the prior year period 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.

We do not provide a reconciliation of forward-looking Adjusted EBITDA to its most directly comparable GAAP financial measure due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations. These amounts may be material and could result in the projected GAAP financial measure being materially different than the projected non-GAAP measure. As such, a reconciliation for our forward-looking non-GAAP financial measure is not available without unreasonable effort.

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.

Income (loss) from continuing operations is reconciled to EBITDA and Adjusted EBITDA from continuing operations by segment, as follows:

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 six months ended June 28, 2025 has been recalculated according to this new definition.

Cash provided by operating activities is reconciled to Adjusted Free Cash Flow as follows:

(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 $9 million and $13 million for the six months ended June 27, 2026 and June 28, 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.

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 June 27, 2026 and December 31, 2025, we had $728 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 our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Because of the inherent limitations in all control systems, no control evaluation can provide absolute assurance that all control exceptions and instances of fraud have been prevented or detected on a timely basis. Even systems determined to be effective can provide only reasonable assurance 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 Chief Executive Officer and Chief Financial Officer, concluded the design and operation of the disclosure controls and procedures were effective as of June 27, 2026.

Internal Control over Financial Reporting

For the quarter ended June 27, 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.

Part II. Other Information

Item 1. Legal Proceedings

See Note 17—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 June 27, 2026:

(a)Represents shares repurchased to satisfy tax withholding requirements related to the issuance of stock under our stock incentive plans.

(b)As of June 27, 2026, the remaining unused authorization under our share buyback program was $60 million.

Item 5. Other Information

During the quarter ended June 27, 2026, no director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as defined under Item 408 of Regulation S-K.

Item 6. Exhibits