Rayonier (NYSE: RYN) closes PotlatchDeltic merger and details new CFO compensation

Rhea-AI Filing Summary

Rayonier Inc. (with Rayonier, L.P.) reports leadership and compensation details tied to its merger with PotlatchDeltic. The companies completed their previously announced merger-of-equals on January 30, 2026, with PotlatchDeltic merging into a Rayonier subsidiary that became wholly owned by Rayonier.

Immediately afterward, Rayonier contributed that subsidiary to Rayonier, L.P. in exchange for partnership interests matching the number of Rayonier common shares issued in the merger. The filing also reiterates that Wayne Wasechek has been appointed Executive Vice President and Chief Financial Officer and outlines his expected pay package, including a $535,000 base salary, an annual cash bonus target equal to 100% of salary, and long-term incentive awards targeted at $975,000 in grant date value.

Insights

M&A and Governance Analyst

Rayonier closes a merger-of-equals and formalizes pay for its new CFO.

The document confirms completion of the merger-of-equals between Rayonier and PotlatchDeltic on January 30, 2026. PotlatchDeltic was merged into a Rayonier subsidiary, which continues as a wholly owned unit, then was contributed to Rayonier, L.P. in exchange for partnership interests.

This structure aligns the operating partnership with the equity issued in the merger, which is typical for a REIT with an operating partnership model. Governance-wise, the filing reiterates that Wayne Wasechek has become Executive Vice President and CFO, a key post-merger leadership role already disclosed earlier.

His compensation terms include a base salary of $535,000, an annual cash incentive target equal to 100% of base salary, and long-term incentive awards targeted at $975,000 in grant-date value. These figures provide clarity on the cost and incentives associated with the new finance leadership after the merger integration begins.

00000528270001806931false00000528272026-01-302026-01-300000052827ryn:RayonierLimitedPartnershipMember2026-01-302026-01-30

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 30, 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

☐

Table of Contents

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.:

☐

Table of Contents

TABLE OF CONTENTS

PAGE

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

1

Signature

2

Introductory Note

On January 30, 2026, Rayonier Inc., a North Carolina corporation (“Rayonier”), completed its previously announced merger-of-equals transaction with PotlatchDeltic Corporation, a Delaware corporation (“PotlatchDeltic”), pursuant to that certain Agreement and Plan of Merger, dated as of October 13, 2025 (the “Merger Agreement”), by and among Rayonier, Redwood Merger Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Rayonier (“Merger Sub”), and PotlatchDeltic. Pursuant to the terms of the Merger Agreement, PotlatchDeltic merged with and into Merger Sub (the “Merger”), with Merger Sub continuing as the surviving corporation and as a wholly owned subsidiary of Rayonier. Promptly following the completion of the Merger, Rayonier contributed all of the limited liability company interests of Merger Sub to Rayonier, L.P. in exchange for a number of limited partnership interests in Rayonier, L.P. equal to the aggregate number of common shares, without par value, of Rayonier issued in the Merger.

ITEM 5.02. 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-4 (File No. 333-292031) filed by Rayonier with the Securities and Exchange Commission and declared effective on December 23, 2025 under the section entitled “The Merger—Interests of PotlatchDeltic’s Directors and Executive Officers in the Merger—New Management Arrangements,” it is currently expected that Mr. Wasechek will receive an annual base salary of $535,000, be eligible for an annual cash incentive award with a target opportunity of 100% of his base salary, and be eligible for annual long-term incentive awards with a target grant date fair value of $975,000.

1

Table of Contents

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/ 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

February 5, 2026

2

FAQ

What merger did Rayonier Inc. (RYN) complete with PotlatchDeltic?

Rayonier Inc. completed a previously announced merger-of-equals with PotlatchDeltic Corporation on January 30, 2026. PotlatchDeltic merged into a wholly owned Rayonier subsidiary, which then became part of Rayonier, L.P., aligning the combined operations under Rayonier’s structure.

How was PotlatchDeltic integrated into Rayonier’s partnership structure?

After the merger, Rayonier contributed all interests in the surviving PotlatchDeltic subsidiary to Rayonier, L.P. In return, Rayonier received limited partnership interests equal to the aggregate number of Rayonier common shares issued in the merger, keeping ownership aligned between the REIT and its operating partnership.

Who is the new Chief Financial Officer of Rayonier Inc. (RYN)?

Wayne Wasechek has been appointed Executive Vice President and Chief Financial Officer of Rayonier. His appointment became effective at the time of the merger completion and had been previously disclosed, confirming his role as the lead finance executive for the combined company going forward.

What is Wayne Wasechek’s expected base salary at Rayonier?

Wayne Wasechek is currently expected to receive an annual base salary of $535,000 as Executive Vice President and Chief Financial Officer. This amount was described in the joint proxy statement/prospectus related to the merger with PotlatchDeltic and reiterated in the updated disclosure.

What bonus opportunity will Rayonier’s CFO have under the new arrangements?

The CFO is expected to be eligible for an annual cash incentive award targeted at 100% of his $535,000 base salary. This means his target annual cash bonus equals his salary, with actual payouts depending on performance criteria defined under Rayonier’s incentive programs.

What long-term incentive awards will Rayonier’s CFO be eligible to receive?

Wayne Wasechek is expected to be eligible for annual long-term incentive awards with a target grant date fair value of $975,000. These equity-based incentives are intended to align his compensation with Rayonier’s longer-term performance and shareholder value following the merger with PotlatchDeltic.

Where were Rayonier’s CFO compensation terms first described?

The compensation terms for Wayne Wasechek were initially detailed in the joint proxy statement/prospectus included in Rayonier’s Form S-4 registration statement. The current disclosure reiterates those expectations under the section discussing PotlatchDeltic directors’ and officers’ interests and new management arrangements in the merger.