[8-K] RAYONIER INC Reports Material Event

Rhea-AI Filing Summary

Rayonier Inc. (RYN) and Rayonier, L.P. filed a current report to recast prior financial disclosures from their 2024 annual report. The companies completed the sale of their entire 77% interest in a New Zealand joint venture on June 30, 2025. Because the New Zealand Timber segment and the New Zealand portions of the Real Estate, former Trading, and Corporate segments now qualify as discontinued operations, historical results are reclassified accordingly.

Effective in the third quarter of 2025, Rayonier also realigned its reportable segments so that Trading is no longer a separate segment. Log trading activities that were in Trading are now included in the Southern Timber and Pacific Northwest Timber segments based on geography. The 8-K adds Exhibit 99.1, which recasts multiple sections of the 2024 Form 10-K to reflect these discontinued operations and segment changes, without otherwise updating that annual report.

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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)

November 21, 2025

COMMISSION FILE NUMBER 1-6780 (Rayonier Inc.)

COMMISSION FILE NUMBER: 333-237246 (Rayonier, L.P.)

RAYONIER INC.

Incorporated in the State of North Carolina

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

RAYONIER, L.P.

Incorporated in the State of Delaware

I.R.S. Employer Identification Number 91-1313292

1 Rayonier Way

Wildlight, Florida 32097

(Principal Executive Office)

Telephone Number: (904) 357-9100

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))

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

Title of each class			Trading Symbol			Exchange
Common Shares, no par value, of Rayonier Inc.			RYN			New York Stock Exchange

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).

Rayonier Inc.:

Emerging growth company

☐

Rayonier, L.P.:

Emerging growth company

☐

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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.

Rayonier Inc.:

☐

Rayonier, L.P.:

☐

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PAGE

Item 8.01

Other Events.

1

Item 9.01

Financial Statements and Exhibits.

2

Signature

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ITEM 8.01. Other Events.

Rayonier Inc., a North Carolina corporation (the “Company”), and Rayonier, L.P., a Delaware limited partnership, are filing Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”) solely to revise and recast certain financial information and related disclosures included in their Annual Report on Form 10-K for the fiscal year ended December 31, 2024, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 21, 2025 (the “2024 Form 10-K”).

As previously disclosed, on June 30, 2025, certain subsidiaries of the Company completed the sale of their entire 77% interest in the New Zealand joint venture. As a result of the pending sale, the Company determined that the financial results of the Company’s New Zealand Timber segment and the New Zealand portion of the Real Estate, Trading and Corporate segments met the definition of discontinued operations during the three months ended March 31, 2025, and, as such, all or portions of the historical results of the Company’s aforementioned reportable business segments have been reflected as discontinued operations in our recast consolidated financial statements for all periods presented herein. In addition, effective in the third quarter of 2025, the Company realigned its reportable segments to reflect changes in its internal management reporting structure, which resulted in Trading no longer being a reportable segment. As a result, the previously reported Trading segment’s log trading activities conducted in the U.S. South and Pacific Northwest are now reported in the Southern Timber and Pacific Northwest Timber segments, respectively, based on geographical location for all periods presented herein.

The rules of the SEC require that when a registrant prepares, on or after the date a registrant reports an accounting change such as the segment changes noted above, a new registration, proxy, or information statement (or amends a previously filed registration, proxy, or information statement or expects to file a new registration, proxy or information statement) that includes or incorporates by reference financial statements, the registrant must recast the prior period financial statements included, to be included or incorporated by reference in the registration, proxy, or information statement to reflect these types of changes.

Accordingly, this Form 8-K is being filed solely to revise and recast financial information and related disclosures contained in the 2024 Form 10-K to reflect (i) the sale of the Company’s New Zealand Timber segment and the New Zealand portion of the Real Estate, former Trading and Corporate segments and (ii) the realignment of reportable segments, which resulted in Trading no longer being a reportable segment and the log trading activities conducted in the U.S. South and Pacific Northwest previously reported in Trading being reported in the Southern Timber and Pacific Northwest Timber segments, respectively.

The following items of the 2024 Form 10-K are being recast as reflected in Exhibit 99.1:

•Part I, Item 1. Business;

•Part I, Item 1A. Risk Factors;

•Part I, Item 2. Properties;

•Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations;

•Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk;

•Part II, Item 8. Financial Statements and Supplementary Data; and

•Part IV, Item 15. Exhibits, Financial Statement Schedules.

Except as specifically set forth in Exhibit 99.1 to revise and recast all or portions of the historical results of the aforementioned reportable business segments as discontinued operations, no revisions or updates are made to the 2024 Form 10-K, and this Form 8-K does not reflect events occurring after we filed the 2024 Form 10-K. Exhibit 99.1 should be read in conjunction with the 2024 Form 10-K and our subsequent filings with the SEC. Exhibit 99.1 is not an amendment to, or a restatement of the 2024 Form 10-K.

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ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Exhibit Description
23.1						Rayonier Inc. — Consent of Ernst & Young LLP.
23.2						Rayonier, L.P. — Consent of Ernst & Young LLP.
99.1						Recast Sections of Rayonier Inc.'s and Rayonier, L.P.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of l934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

						RAYONIER INC.
BY:						/s/ APRIL TICE
						April Tice
						Senior Vice President and Chief Financial Officer

						RAYONIER, L.P.
						By: RAYONIER INC., its sole general partner
BY:						/s/ APRIL TICE
						April Tice
						Senior Vice President and Chief Financial Officer

November 21, 2025

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FAQ

What did Rayonier Inc. (RYN) announce in this Form 8-K?

Rayonier Inc. and Rayonier, L.P. announced that they are filing an exhibit that revises and recasts portions of their 2024 Form 10-K to reflect discontinued operations related to their New Zealand business and changes to their reportable segments.

Why is Rayonier recasting its 2024 Form 10-K financial information?

The companies sold their entire 77% interest in a New Zealand joint venture, and the New Zealand Timber segment and related New Zealand activities in other segments now meet the definition of discontinued operations, requiring prior-period financial statements to be recast under SEC rules.

What segment reporting changes did Rayonier make in 2025?

Effective in the third quarter of 2025, Rayonier realigned its reportable segments so that Trading is no longer a reportable segment, and log trading activities are now reported within the Southern Timber and Pacific Northwest Timber segments based on geographic location.

Which parts of Rayonier’s 2024 Form 10-K are being recast?

Exhibit 99.1 recasts Part I Items 1, 1A, and 2, Part II Items 7, 7A, and 8, and Part IV Item 15 of the 2024 Form 10-K to reflect the discontinued operations and segment realignment.

Does this filing change Rayonier’s previously reported 2024 results?

The filing revises the presentation of historical results as discontinued operations and updates segment reporting, but it does not otherwise revise or restate the 2024 Form 10-K or reflect events after that report was filed.

What exhibits are included with this Rayonier 8-K?

The filing includes consents of Ernst & Young LLP for Rayonier Inc. and Rayonier, L.P. as Exhibits 23.1 and 23.2, the recast sections of the 2024 Form 10-K as Exhibit 99.1, and a cover page interactive data file as Exhibit 104.