Rayonier Advanced Materials (RYAM) awards 1.5M PSUs to new President & CEO

Rhea-AI Filing Summary

Rayonier Advanced Materials Inc. reported that President and CEO Sutton Scott McDougald received an inducement grant of 1,500,000 performance share units (PSUs) on January 9, 2026 in connection with his commencement of employment.

Each PSU represents the contingent right to receive one share of common stock, based on stock price-based performance objectives measured over a three-year period, with potential payout ranging from 0% to 200% of target and a maximum of 1,500,000 shares at the highest performance level.

Any PSUs that are earned will vest on January 5, 2029, the third anniversary of his first day of employment, subject to continued service and committee certification, and any shares issued at vesting will be subject to a one-year post-vesting holding requirement.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sutton Scott McDougald

(Last) (First) (Middle)

1301 RIVERPLACE BOULEVARD

SUITE 2300

(Street)

JACKSONVILLE FL 32207

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RAYONIER ADVANCED MATERIALS INC. [ RYAM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Share Units(1)	(2)	01/09/2026		A		1,500,000		01/05/2029(3)	01/05/2029(3)	Common Stock	1,500,000	$0.0000	1,500,000	D

Explanation of Responses:

1. Represents performance share units (PSUs) granted to the reporting person on January 9, 2026, as an employment inducement award in connection with his commencement of employment as President and Chief Executive Officer of the Company. The award was approved by the Compensation and Management Development Committee of the Board pursuant to NYSE Listing Rule 303A.08 and was granted outside of the Companys 2023 Incentive Stock Plan.

2. Each PSU represents the contingent right to receive one share of the Companys common stock, par value $0.01 per share, subject to achievement of stock price-based performance objectives measured over a three-year performance period. The number of PSUs that may be earned ranges from 0% to 200% of target, with a maximum of 1,500,000 shares issuable upon achievement of the maximum performance level.

3. Any PSUs that are earned will vest on the third anniversary of the reporting persons first day of employment with the Company (January 5, 2029), subject to continued service and certification by the Compensation and Management Development Committee. Shares issued upon vesting will be subject to a one-year post-vesting holding requirement, except as otherwise permitted by the Committee or required by law.

	Brenda K. Davis, Attorney-in-Fact	01/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did RYAM disclose in this Form 4?

Rayonier Advanced Materials Inc. disclosed that President and CEO Sutton Scott McDougald was granted 1,500,000 performance share units (PSUs) on January 9, 2026 as an employment inducement award.

How many Rayonier Advanced Materials (RYAM) shares could the CEO’s PSU grant represent?

Each PSU represents the contingent right to receive one share of RYAM common stock. Depending on performance (0% to 200% of target), up to 1,500,000 shares may be issuable at the maximum performance level.

What performance conditions apply to the RYAM CEO’s PSU award?

The PSUs are subject to stock price-based performance objectives measured over a three-year performance period. The number of PSUs earned can range from 0% to 200% of the target amount.

When do the RYAM CEO’s performance share units vest?

Any PSUs that are earned will vest on the third anniversary of the CEO’s first day of employment with the company, which is January 5, 2029, subject to continued service and certification by the Compensation and Management Development Committee.

Is there a holding requirement on the RYAM CEO’s PSU shares after vesting?

Yes. Shares issued upon vesting of any earned PSUs will be subject to a one-year post-vesting holding requirement, except as otherwise permitted by the committee or required by law.

Was the RYAM CEO’s PSU grant made under an existing stock plan?

No. The PSU grant was approved by the Compensation and Management Development Committee pursuant to NYSE Listing Rule 303A.08 and was granted outside of the company’s 2023 Incentive Stock Plan as an employment inducement award.