Rayonier (NYSE: RYN) shareholders approve share issuance for merger

Rhea-AI Filing Summary

Rayonier Inc. held a special shareholder meeting where investors approved issuing new Rayonier common shares to complete its planned merger with PotlatchDeltic Corporation. The share issuance proposal received 133,500,334 votes for, 8,093,259 against and 280,592 abstentions, indicating strong support for the transaction. As of the December 26, 2025 record date, there were 161,425,616 Rayonier common shares outstanding. A separate proposal to adjourn the meeting, if needed to gather more votes, was not presented because there were already sufficient proxies to approve the share issuance. Rayonier and PotlatchDeltic also issued a joint press release announcing the results of their special meetings and reiterated forward-looking statements and extensive risk factors related to completing and integrating the merger.

Positive

• Strong shareholder approval for merger-related share issuance: Rayonier’s share issuance proposal tied to the PotlatchDeltic merger passed with 133,500,334 votes for versus 8,093,259 against, materially reducing approval risk for this strategic combination.

Negative

• None.

Insights

M&A and corporate governance analyst

Rayonier shareholders strongly back issuing stock for the PotlatchDeltic merger.

The special meeting outcome shows clear shareholder support for the merger structure between Rayonier Inc. and PotlatchDeltic Corporation. The proposal to approve issuing Rayonier common shares tied to the merger agreement passed with 133.5 million votes in favor versus 8.1 million against, a wide margin that reduces deal-approval uncertainty on Rayonier’s side.

The filing also notes 161,425,616 Rayonier common shares outstanding as of the December 26, 2025 record date, giving a sense of how broad the voting base was. Because there were already enough votes to approve the issuance, the contingency proposal to adjourn and solicit more proxies was not needed, which suggests the proxy campaign was effective and straightforward.

The detailed forward-looking statement section underscores that completion and benefits of the merger are still subject to multiple risks, including potential termination events, closing conditions, integration challenges, realizing cost savings and synergies, industry conditions, and maintaining REIT status. Future disclosures and the attached joint press release dated January 27, 2026 will be key for understanding timing of closing and how both companies plan to manage integration, harvest schedules, timberland strategy and related real estate and wood products operations.

0000052827false00000528272026-01-272026-01-27

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

January 27, 2026

COMMISSION FILE NUMBER 1-6780

RAYONIER INC.

Incorporated in the State of North Carolina

I.R.S. Employer Identification Number 13-2607329

1 Rayonier Way

Wildlight, Florida 32097

(Principal Executive Office)

Telephone Number: (904) 357-9100

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class			Trading Symbol			Exchange
COMMON STOCK, $0.00 PAR VALUE			RYN			New York Stock Exchange

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☑ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities

Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

Table of Contents

RAYONIER INC.

TABLE OF CONTENTS

PAGE

Item 5.07

Submission of Matters to a Vote of Security Holders.

1

Item 8.01

Other Events.

1

Item 9.01

Financial Statements and Exhibits.

2

Signature

2

Table of Contents

Item 5.07.    Submission of Matters to a Vote of Security Holders.

A Special Meeting of Shareholders of Rayonier Inc. (“Rayonier” or the “Company”) was held on January 27, 2026 (the “Rayonier special meeting”) to consider certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 13, 2025, by and among Rayonier, PotlatchDeltic Corporation (“PotlatchDeltic”) and Redwood Merger Sub, LLC (“Merger Sub”) pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, PotlatchDeltic will merge with and into Merger Sub (the “Merger”), with Merger Sub surviving the merger as a wholly owned subsidiary of Rayonier.

As of December 26, 2025, the record date for the Rayonier special meeting, there were outstanding 161,425,616 Rayonier common shares. Two proposals were voted upon by the Rayonier shareholders at the Rayonier special meeting. The voting results of those matters were as follows:

Proposal 1: The Rayonier Share Issuance Proposal

Proposal 1 considered at the Rayonier special meeting was a proposal to approve the issuance of Rayonier common shares in connection with the transactions contemplated by the Merger Agreement (the “Rayonier Share Issuance Proposal”). The Rayonier Share Issuance Proposal was approved, with the following vote counts:

The final voting results were as follows:

												Broker
			Votes For			Votes Against			Abstain			Non-Votes
Rayonier Share Issuance Proposal			133,500,334			8,093,259			280,592			—

Proposal 2: The Adjournment Proposal

Proposal 2 considered at the Rayonier special meeting was a proposal to approve the adjournment of the Rayonier special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Rayonier Share Issuance Proposal if there are insufficient votes at the time of such adjournment to approve the Rayonier Share Issuance Proposal (the “Adjournment Proposal”). Given that there was a quorum present and there were sufficient proxies at the time of the Rayonier special meeting to approve the Rayonier Share Issuance Proposal, the Adjournment Proposal was not presented at the Rayonier Special Meeting.

												Broker
			Votes For			Votes Against			Abstain			Non-Votes
Rayonier Adjournment Proposal			120,392,793			21,153,704			327,688			—

Item 8.01.    Other Events.

On January 27, 2026, the Company and PotlatchDeltic issued a joint press release announcing the results of their respective special meetings related to the transactions contemplated by the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking Information

This communication contains certain “forward-looking statements” within the meaning of federal securities laws. Words such as “anticipates,” “believes,” “could,” “continue,” “estimate,” “expects,” “intends,” “will,” “should,” “may,” “plan,” “predict,” “project,” “would” and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect Rayonier Inc.’s and PotlatchDeltic Corporation’s current views about future events. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed Merger involving Rayonier Inc. and PotlatchDeltic Corporation, including future financial and operating results, Rayonier Inc.’s and PotlatchDeltic Corporation’s plans, objectives, expectations and intentions, the expected timing and likelihood of completion of

1

Table of Contents

the transaction, and other statements that are not historical facts, including expected synergies, harvest schedules, timberland acquisitions and dispositions, future results of operations, projected cash flow and liquidity, business strategy and other plans and objectives for future operations. No assurances can be given that the forward-looking statements contained in this communication will occur as projected and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, without limitation: the risk that an event, change or other circumstance could give rise to the termination of the proposed Merger; the risk that a condition to closing of the Merger may not be satisfied on a timely basis or at all; the risk that the timing to consummate the proposed Merger may be delayed; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; the risk that any announcement relating to the proposed transaction could have adverse effects on the market price of Rayonier Inc.’s Common Shares or PotlatchDeltic Corporation’s Common Stock; the risk of litigation related to the proposed transaction; disruption from the transaction making it more difficult to maintain relationships with customers, employees, contractors, suppliers, vendors or joint venture partners; the diversion of management time in connection with the proposed transaction; the challenging macroeconomic environment, including disruptions in the timberlands, real estate, land based solutions, and wood products manufacturing industries; the ability of PotlatchDeltic Corporation and Rayonier Inc. to refinance their existing financing arrangements on favorable terms; the cost and availability of third-party logging and trucking services; the geographic concentration of a significant portion of PotlatchDeltic Corporation’s and Rayonier Inc.’s timberland; changes in environmental laws and regulations regarding timber harvesting, wood products manufacturing, delineation of wetlands, endangered species, the development of solar, carbon capture and storage, and carbon credit projects, and development of real estate generally that may restrict or adversely impact PotlatchDeltic Corporation’s or Rayonier Inc.’s ability to conduct their respective businesses, or increase the cost of doing so; adverse weather conditions, natural disasters and other catastrophic events such as hurricanes, wind storms and wildfires; the lengthy, uncertain and costly process associated with the ownership, entitlement and development of real estate, including changes in law, policy and political factors beyond our control; the availability and cost of financing for real estate development and mortgage loans, changes in tariffs, taxes or treaties relating to the import and export of PotlatchDeltic Corporation’s and Rayonier Inc.’s products, including those of their respective customers; changes in key management and personnel; PotlatchDeltic Corporation’s and Rayonier Inc.’s ability to meet all necessary legal requirements to continue to qualify as a real estate investment trust; changes in tax laws that could adversely affect beneficial tax treatment; and other risks and uncertainties identified in the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” sections of each of PotlatchDeltic Corporation’s and Rayonier Inc.’s most recent Annual Reports on Form 10-K, any subsequently filed Quarterly Reports on Form 10-Q, and other risks as identified from time to time in its Securities and Exchange Commission (“SEC”) reports by both companies.

Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Each of Rayonier Inc. and PotlatchDeltic Corporation undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

Item 9.01.    Financial Statements and Exhibits.

Exhibit No.						Description
99.1						Press Release, dated as of January 27, 2026
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

2

Table of Contents

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 hereunto duly authorized.

						RAYONIER INC. (Registrant)
BY:						/s/ MARK R. BRIDWELL
						Mark R. Bridwell
						Senior Vice President, General Counsel and Corporate Secretary

January 27, 2026

2

FAQ

What did Rayonier Inc. (RYN) shareholders approve at the special meeting?

Shareholders approved the issuance of Rayonier common shares in connection with the transactions contemplated by the Merger Agreement with PotlatchDeltic Corporation. This "Rayonier Share Issuance Proposal" is a key step toward completing the merger structure described in the agreement.

How did Rayonier (RYN) shareholders vote on the share issuance for the PotlatchDeltic merger?

The Rayonier Share Issuance Proposal received 133,500,334 votes for, 8,093,259 votes against, and 280,592 abstentions. These results indicate strong support among voting shareholders for issuing new Rayonier common shares to facilitate the merger.

How many Rayonier shares were eligible to vote at the January 27, 2026 special meeting?

As of the December 26, 2025 record date for the Rayonier special meeting, there were 161,425,616 Rayonier common shares outstanding and eligible to vote on the proposals related to the Merger Agreement.

Was the adjournment proposal used at the Rayonier (RYN) special meeting?

No. Although an adjournment proposal was included to allow the meeting to be postponed if more proxies were needed, it was not presented because there was already a quorum and sufficient proxies to approve the Rayonier Share Issuance Proposal.

What other disclosure did Rayonier and PotlatchDeltic make about the merger vote?

On January 27, 2026, Rayonier and PotlatchDeltic issued a joint press release announcing the results of their respective special meetings on the merger-related proposals. This press release is included as Exhibit 99.1 and incorporated by reference.

What key risks and uncertainties are highlighted around the Rayonier–PotlatchDeltic merger?

The companies cite risks such as possible termination of the merger, unmet closing conditions, delays in closing, unsuccessful integration, cost savings and synergies taking longer than expected, potential litigation, customer and employee disruption, macroeconomic pressures in timberlands and related sectors, regulatory and environmental changes, adverse weather events, financing availability, and maintaining REIT tax status.