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Rayonier Inc. 8-K Filings

RYN NYSE

Every 8-K that Rayonier Inc. (RYN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow RYN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full RYN filings page.

Rhea-AI Summary

Rayonier Inc. reported second quarter 2026 results reflecting its first full quarter including legacy PotlatchDeltic operations. Net income attributable to Rayonier was $19.1 million, or $0.06 per diluted share, on $396.5 million of revenue, compared with $408.7 million, or $2.63 per share, on $106.5 million of revenue a year earlier when results included a large gain from discontinued operations. The quarter included $10.2 million of after-tax merger-related costs and $2.3 million of timber write-offs from casualty events; excluding these and other pro forma adjustments, pro forma net income was $31.5 million, or $0.10 per diluted share, up from $9.6 million, or $0.06, in the prior-year period.

Operating income rose to $34.6 million from $14.5 million, and Adjusted EBITDA increased to $123.7 million from $44.9 million, driven by higher harvest volumes and prices in Northwest Timber, strong Real Estate results, and contributions from the Wood Products segment. Year-to-date, cash provided by operating activities was $145.2 million and cash available for distribution was $177.1 million. Rayonier repurchased about 3.5 million shares for $72.4 million at an average price of $20.95. At June 30, 2026, the company held $411.8 million of cash and had $1.86 billion of debt outstanding as it continued integrating the PotlatchDeltic merger and executing on its timber, wood products, and real estate strategies.

Rhea-AI Summary

Rayonier Inc. appointed Ryan M. Daniels, 47, as Senior Vice President, Wood Products, after serving as Interim Senior Vice President, Wood Products, since March 20, 2026. The board approved the appointment on July 16, 2026, and he will continue leading the Wood Products business on a permanent basis.

Daniels’ compensation includes an increased annual base salary of $450,000, eligibility for a cash bonus equal to 65% of his earned base salary and salary stipend for 2026, and participation in the Rayonier Executive Severance Pay Plan as a Tier II participant. Rayonier describes itself as a land resources REIT managing over four million acres of timberlands and related wood products and real estate operations.

Rhea-AI Summary

Rayonier Inc. held its 2026 Annual Meeting of Shareholders on May 14, 2026. Shareholders elected all ten director nominees to serve until the 2027 annual meeting, with each nominee receiving over 237 million votes in favor and substantial margins over votes cast against.

Investors also approved, on a non-binding advisory basis, the compensation of Rayonier’s named executive officers, with about 241.5 million votes for and 12.5 million against. In addition, shareholders ratified the appointment of KPMG LLP as the company’s independent registered public accounting firm for 2026, with roughly 270.1 million votes in favor.

Rhea-AI Summary

Rayonier Inc. reported a first quarter 2026 net loss attributable to Rayonier of $12.4 million, or $0.05 per diluted share, on revenue of $276.8 million. Revenue rose from $82.9 million a year earlier as results now include PotlatchDeltic operations from January 31, 2026.

The quarter was heavily affected by $69.5 million of after-tax merger costs and a $0.9 million inventory fair value adjustment, partly offset by a $40.3 million income tax benefit from releasing a valuation allowance. Excluding these items, pro forma net income was $17.4 million, or $0.07 per share, versus a pro forma net loss of $2.7 million a year ago.

Adjusted EBITDA increased to $94.1 million from $27.1 million, driven by contributions from Southern Timber, Northwest Timber, newly added Wood Products, and stronger Real Estate sales. Rayonier completed its merger of equals with PotlatchDeltic on January 30, 2026, and repurchased about 1.5 million shares for $31.1 million. As of March 31, 2026, the company held $681.7 million of cash and $2.06 billion of debt and generated $90.2 million of cash available for distribution.

Rhea-AI Summary

Rayonier Inc. filed an amended report to add detailed historical and unaudited pro forma financial information for its merger-of-equals with PotlatchDeltic and the related special dividend. The filing includes PotlatchDeltic’s audited 2024 statements and September 2025 interims, plus combined pro forma results.

Pro forma combined 2024 sales were $2,050,005 thousand, with net income from continuing operations attributable to Rayonier of $272,851 thousand and diluted earnings per share of $0.92. For the nine months ended September 30, 2025, pro forma sales were $1,224,414 thousand and diluted earnings per share were $0.25.

The preliminary purchase consideration totals $3,275,674 thousand, including equity valued at $3,203,437 thousand from issuing 140,872,344 Rayonier shares at $22.74 and $47,254 thousand of cash linked to Rayonier’s $1.40 per share special dividend, paid mostly in stock.

Rhea-AI 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.

Rhea-AI Summary

Rayonier Inc. announced a leadership transition in its Wood Products business. Executive Vice President, Wood Products, Ashlee Townsend Cribb will resign effective March 20, 2026, to become CEO of a privately owned company that Rayonier does not view as a competitor, and her departure is stated not to involve any disagreement with the company or its management.

Ryan M. Daniels, currently Senior Vice President, Operations for Wood Products, will become Interim Senior Vice President, Wood Products, on March 20, 2026, while a search for a permanent successor proceeds. Daniels will receive a monthly incremental salary stipend of $5,250 in addition to his $337,592 annual base salary, eligibility for a cash bonus equal to 60% of the stipend and a $200,000 restricted stock unit award vesting over four years, along with Rayonier’s standard indemnification agreement.

Rhea-AI Summary

Rayonier Inc. furnished a Q1 2026 investor presentation outlining its strategy as a land resources REIT following its merger with PotlatchDeltic Corporation. The combined company manages roughly 4.1 million acres of timberlands, including about 3.2 million acres in the U.S. South and 930,000 acres in the U.S. Northwest.

The materials highlight an estimated $40 million of run-rate synergies, a strong balance sheet with a weighted average cost of debt of about 2.4% as of February 2026, and a target to keep net debt to Adjusted EBITDA below 3.0x. Rayonier emphasizes diversified cash flows from timber, wood products, real estate development, and land-based solutions such as solar leases, carbon capture and carbon credits.

Rhea-AI Summary

Rayonier Inc. reported lower quarterly results but stronger full-year performance and completed a major merger. Fourth quarter 2025 net income attributable to Rayonier was $25.9 million ($0.16 per share) on $117.5 million of revenue, versus $327.1 million ($2.15 per share) on $650.5 million a year earlier, largely due to the absence of prior-year large timberland sales. Pro forma net income was $32.1 million ($0.20 per share), down modestly from $36.1 million ($0.24 per share). Adjusted EBITDA was $61.7 million versus $95.1 million.

For full-year 2025, net income attributable to Rayonier rose to $474.4 million ($3.03 per share) on $484.5 million of revenue, helped by a $404.4 million gain on the sale of its New Zealand joint venture. Pro forma net income grew to $89.2 million ($0.57 per share) from $45.8 million ($0.31 per share), and Adjusted EBITDA increased to $248.0 million from $230.2 million.

The company completed a merger of equals with PotlatchDeltic on January 30, 2026, creating a larger land resources REIT. Since announcing value-enhancement initiatives in November 2023, Rayonier has returned over $235 million to shareholders via special dividends and share repurchases and reduced net debt to Adjusted EBITDA to 0.8x at year-end.

Rhea-AI 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.

Rhea-AI Summary

Rayonier Inc. and affiliated borrowers entered into a new senior unsecured credit agreement totaling $1,809.5 million. It includes a $200 million revolving credit facility maturing August 15, 2030, $600 million in Rayonier term loans maturing between April 2026 and June 2029, and $1,009.5 million in Potlatch term loans maturing between September 2027 and August 2035.

Interest is primarily based on SOFR plus leverage-based margins, with weighted average rates of 5.43% on the continuing Rayonier term loans and 5.74% on the continuing Potlatch term loans as of January 30, 2026. The facility includes covenants on leverage, interest coverage, dividends, liens and timberland dispositions, along with customary events of default. Following completion of Rayonier’s merger of equals with PotlatchDeltic Corporation, Executive Vice President and Chief Resource Officer Douglas M. Long notified the company of his planned retirement effective February 13, 2026.

Rhea-AI Summary

Rayonier Inc. completed its previously announced merger-of-equals with PotlatchDeltic Corporation, combining PotlatchDeltic into a Rayonier subsidiary that is now wholly owned by Rayonier. Each share of PotlatchDeltic common stock was converted into 1.8185 Rayonier common shares plus $0.61 in cash.

Rayonier issued approximately 140.9 million new common shares in the transaction and converted outstanding PotlatchDeltic equity awards into Rayonier awards using a 1.8449 equity award exchange ratio, with specified performance vesting outcomes for prior grants.

The Board was reconstituted to ten directors drawn from both companies, with Mark D. McHugh as President and CEO under a four-year employment term and Eric J. Cremers as Executive Chairman for two years. New and continuing executives received defined salary and incentive structures, and amended bylaws require approval by at least 75% of directors to change McHugh’s or Cremers’ roles before the second anniversary of the merger’s effective time.

Rhea-AI Summary

Rayonier Inc. filed an amended current report to correct how shareholder votes from its recent special meeting were described in connection with its planned merger with PotlatchDeltic Corporation. The amendment clarifies that the adjournment proposal was not presented or voted on because sufficient proxies were already in place.

Shareholders approved the Rayonier Share Issuance Proposal, authorizing issuance of Rayonier common shares under the Merger Agreement, with 133,500,334 votes for, 8,093,259 against and 280,592 abstentions. As of December 26, 2025, there were 161,425,616 Rayonier common shares outstanding. The companies also issued a joint press release summarizing both firms’ special meeting results.

Rhea-AI 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.

Rhea-AI Summary

Rayonier Inc. filed an 8-K updating investors on its proposed merger with PotlatchDeltic Corporation and related disclosure litigation. The companies have been named in three shareholder lawsuits and have also received demand letters alleging that the joint proxy statement/prospectus for the merger omits or inadequately presents certain information. While both Rayonier and PotlatchDeltic state they believe these claims are without merit, they are voluntarily providing supplemental disclosures to reduce nuisance risk and avoid potential delays to the merger.

The new disclosures expand detail around the financial analyses supporting the transaction, including discounted cash flow assumptions, perpetuity growth ranges, discount rates, implied valuation ranges, analyst price target means, and how advisory firms Morgan Stanley and BofA Securities selected peer companies and valuation multiples. The filing also reiterates that PotlatchDeltic shareholders are expected to receive Rayonier common shares in the merger and that both companies will hold special shareholder meetings on January 27, 2026 to vote on the deal.

Rhea-AI 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.

Rhea-AI Summary

Rayonier Inc. (RYN) furnished an 8-K announcing quarterly results. The company reported that it issued a press release covering financial results for the quarter ended September 30, 2025. The press release is provided as Exhibit 99.1.

The information under Item 2.02 is being furnished, not filed, and is therefore not subject to Section 18 of the Exchange Act and is not incorporated by reference into other filings. Rayonier Inc. and Rayonier, L.P. signed the report on November 5, 2025.

Rhea-AI Summary

Rayonier Inc. announced an all‑stock merger of equals with PotlatchDeltic. Each PotlatchDeltic common share will convert into 1.7339 Rayonier common shares at closing. PotlatchDeltic will merge into a Rayonier subsidiary, creating a wholly owned unit of Rayonier.

The combined company’s board will have ten members: four from Rayonier, four from PotlatchDeltic, plus Rayonier CEO Mark McHugh as Chief Executive Officer and PotlatchDeltic CEO Eric J. Cremers as Executive Chair for two years. Closing requires shareholder approvals, HSR clearance, an effective Form S‑4, NYSE listing of the new shares, accuracy of representations and covenants, and REIT and tax opinions.

Termination fees may apply: up to $159 million payable by Rayonier or up to $138 million payable by PotlatchDeltic under specified circumstances. Rayonier also declared a one‑time special dividend of $1.40 per share (up to 25% in cash, remainder in stock), payable on December 12, 2025 to holders of record on October 24, 2025, with exchange ratio and cash adjustments to equalize the dividend’s impact.