Rayonier (RYN) replaces Ernst & Young with KPMG as independent auditor

Rhea-AI Filing Summary

Rayonier Inc. changed its independent auditor, dismissing Ernst & Young LLP and appointing KPMG LLP as the independent registered public accounting firm for the company’s fiscal year 2026 audit, effective March 12, 2026.

The audit reports from Ernst & Young on the company’s financial statements for the years ended December 31, 2025 and 2024 contained no adverse opinions, disclaimers, or qualifications. The company reports no disagreements or reportable events with Ernst & Young over accounting principles, disclosures, or audit procedures through March 12, 2026.

The company states it did not consult KPMG on accounting principles, potential audit opinions, or any matters involving disagreements or reportable events before the engagement, even though KPMG previously served as PotlatchDeltic Corporation’s auditor prior to its merger with Rayonier.

Insights

Accounting & Governance Analyst

Rayonier replaces EY with KPMG with no reported audit disputes.

Rayonier Inc. is rotating its independent auditor from Ernst & Young to KPMG for the fiscal year 2026 audit. Auditor changes can reflect strategic, cost, or familiarity considerations, especially after corporate events such as mergers.

The company emphasizes that EY’s reports for 2024 and 2025 had no adverse opinions or qualifications, and that there were no disagreements or reportable events. This language is designed to reassure stakeholders that the change is not tied to disclosed accounting controversies.

KPMG previously audited PotlatchDeltic Corporation before its merger with Rayonier, which may offer continuity for the combined business. Future annual reports will show how KPMG assesses Rayonier’s financial reporting under its new engagement.

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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)

March 12, 2026

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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TABLE OF CONTENTS

PAGE

Item 4.01

Changes in Registrant's Certifying Accountant

1

Item 9.01

Financial Statements and Exhibits

2

Exhibit Index

2

Signature

3

ITEM 4.01. 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 2026 audit.

The audit reports of EY on the Company’s financial statements as of and for the fiscal years ended December 31, 2025 and 2024 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through March 12, 2026, there were: (i) no “disagreements” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to EY’s satisfaction, would have caused EY to make reference thereto in its reports; and (ii) no “reportable events” (within the meaning of Item 304(a)(1)(v) of Regulation S-K).

The Company provided EY with a copy of this current report on Form 8-K and requested that EY furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether EY agreed with the statements made by the Company set forth above. A copy of EY’s letter, dated March 18, 2026, is attached as Exhibit 16.1 to this Current Report on Form 8-K.

During the fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through March 12, 2026, neither the Company, nor anyone on behalf of the Company, consulted KPMG regarding: (i) the application of accounting principles to a specified transaction (either completed or proposed), or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K) or a “reportable event” (within the meaning of Item 304(a)(1)(v) of Regulation S-K). Prior to PotlatchDeltic Corporation’s merger with the Company which closed on January 30, 2026, KPMG served as PotlatchDeltic Corporation’s independent registered public accounting firm. However, the Company did not consult KPMG in any of the aforementioned manners during that time.

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ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following are filed as Exhibits to this Report.

Exhibit No.						Description
16.1						Letter from Ernst & Young LLP to the Securities and Exchange Commission, dated as of March 18, 2026.
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 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

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

						RAYONIER, L.P.
						By: RAYONIER INC., its sole general partner
BY:						/s/ MARK R. BRIDWELL
						Mark R. Bridwell
						Executive Vice President, General Counsel and Corporate Secretary

March 18, 2026

3

FAQ

What auditor change did Rayonier (RYN) announce?

Rayonier replaced Ernst & Young LLP with KPMG LLP as its independent registered public accounting firm for the fiscal year 2026 audit. The change is effective March 12, 2026, and follows prior clean audit reports from Ernst & Young for 2024 and 2025.

Did Ernst & Young issue any qualified opinions on Rayonier (RYN)?

Ernst & Young’s audit reports on Rayonier’s financial statements for 2024 and 2025 contained no adverse opinions, disclaimers, or qualifications. The company also reports no audit scope, uncertainty, or accounting principle modifications in those reports during the periods cited.

Were there any disagreements between Rayonier (RYN) and Ernst & Young?

Rayonier reports no disagreements with Ernst & Young over accounting principles, financial statement disclosure, or auditing scope and procedures during 2024, 2025, or the interim period through March 12, 2026. It also cites no reportable events under the relevant Regulation S-K definitions.

What prior relationship did KPMG have before becoming Rayonier’s auditor?

Before being engaged as Rayonier’s independent auditor, KPMG served as the independent registered public accounting firm for PotlatchDeltic Corporation. That relationship was in place prior to PotlatchDeltic’s merger with Rayonier, which closed on January 30, 2026, according to the disclosure.

Did Rayonier (RYN) consult KPMG before appointing it as auditor?

Rayonier states that neither it nor anyone on its behalf consulted KPMG on accounting principles, potential audit opinions, or matters involving disagreements or reportable events during 2024, 2025, or the interim through March 12, 2026, prior to the new audit engagement.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-16.1 EX-16.1 2.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 27.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 23.1 KB