News & Events

Results of Operations and Financial Condition. On May 6, 2026, Rayonier Inc. issued a press release announcing financial results for the quarter ended March 31, 2026. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. The information in this Item 2.02, including the accompanying exhibit, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”…

Changes in Registrant’s Certifying Accountant. On, and effective as of, March 12, 2026, the Audit Committee (the “Committee”) of the Board of Directors of Rayonier Inc. (the “Company”) approved the dismissal of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm. Also on, and effective as of, March 12, 2026, the Committee approved the engagement of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the Company’s fiscal year…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On March 5, 2026, Ashlee Townsend Cribb informed Rayonier Inc. (“Rayonier” or the “Company”) that she is resigning as Executive Vice President, Wood Products, of the Company, effective March 20, 2026, to pursue a CEO role with a privately-owned company. Ms. Cribb will remain at the Company until March 20, 2026, to assist with the orderly transition…

Results of Operations and Financial Condition. On February 11, 2026, Rayonier Inc. issued a press release announcing financial results for the quarter ended December 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. The information in this Item 2.02, including the accompanying exhibit, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exch…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously disclosed in Rayonier’s Current Report on Form 8-K filed on February 2, 2026, at the effective time of the Merger, Wayne Wasechek was appointed Executive Vice President and Chief Financial Officer of Rayonier. Additionally, as previously described in the joint proxy statement/prospectus included in the registration statement on Form S…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Following the completion of Rayonier’s merger of equals transactions with PotlatchDeltic Corporation on January 30, 2026, Douglas M. Long, Rayonier’s Executive Vice President and Chief Resource Officer, informed Rayonier of his intention to retire, effective February 13, 2026.

Entry Into a Material Definitive Agreement. On January 30, 2026, Rayonier Inc. (“Rayonier”), Rayonier TRS Holdings Inc. (“TRS”), Rayonier Operating Company LLC (“ROC”), Rayonier, L.P. (“RLP”), PotlatchDeltic Forest Holdings, LLC (“Potlatch Forest”) and PotlatchDeltic Land & Lumber, LLC (“Potlatch Land & Lumber”; collectively with Rayonier, TRS, ROC, RLP and Potlatch Forest, each individually a “Borrower” and collectively, the “Borrowers”) entered into a Second Amended and Restated Credit Agre…

Material Modification to Rights of Security Holders. The information set forth in

by reference. At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $1.00 per share, of PotlatchDeltic (“PotlatchDeltic Common Stock”) issued and outstanding immediately prior to the Effective Time (other than certain excluded shares as described in the Merger Agreement) was automatically converted into the right to receive (a) 1.8185 Rayonier Common Shares and (b) $0.61 in cash. Pursuant to the Merger Agreement, at the Effective Time, (i) each outs…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Director Resignations and Appointments In accordance with the director selection process set forth in the Merger Agreement, as of the Effective Time, the Board of Directors of Rayonier (the “Rayonier Board”) was reconstituted so that it consists of (a) four persons who were members of the Rayonier Board immediately prior to the Effective Time, (b)…

Entry into a Material Definitive Agreement. On October 13, 2025, Rayonier Inc., a North Carolina corporation (“Rayonier”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with PotlatchDeltic Corporation, a Delaware corporation (“PotlatchDeltic”), and Redwood Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Rayonier (“Merger Sub”). The Merger Agreement provides for the combination of Rayonier and PotlatchDeltic in an all-stock…

Other Events. On October 14, 2025, Rayonier and PotlatchDeltic issued a joint press release announcing that they had entered into the Merger Agreement. Also on October 14, 2025, Rayonier and PotlatchDeltic released a joint investor presentation. A copy of the joint investor presentation is attached hereto as Exhibit 99.2 and incorporated by reference herein. In addition, on October 14, 2025, Rayonier issued a press release announcing that its board of directors had declared a one-time, specia…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In connection with the Merger, on October 13, 2025, Mark D. McHugh, Rayonier’s President and Chief Executive Officer, and Eric J. Cremers, PotlatchDeltic’s President and Chief Executive Officer, each entered into letter agreements with Rayonier (the “McHugh Agreement” and “Cremers Agreement”, as applicable). Each of the McHugh Agreement and the Cre…