Rayonier SEC Filings

Rayonier Inc. President and CEO Mark McHugh, who is also a director, reported acquiring 113,687 common shares of Rayonier on January 30, 2026 at a price of $0 per share. After this transaction, he directly held 408,620 common shares and indirectly held 43.42 common shares in a trust.

The acquisition is linked to Rayonier’s merger with PotlatchDeltic Corporation, where Potlatch merged into a Rayonier subsidiary. At the merger’s effective time, a change of control was deemed to occur, causing each outstanding performance share unit (PSU) award to be treated as achieved based on the greater of target or actual performance.

The filing notes that McHugh held 19,608 PSUs, 43,579 PSUs and 50,500 PSUs scheduled to vest on April 1, 2026, April 1, 2027 and April 1, 2028, respectively, which are now subject solely to time-based vesting following the merger-related change of control.

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.

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.

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.

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.

Rayonier Inc. and PotlatchDeltic Corporation report shareholder litigation and related demands challenging disclosures in their previously filed joint proxy statement and prospectus for their proposed merger. The complaints and demand letters allege disclosure deficiencies and seek additional information about the transaction. Both companies state they believe these claims are without merit but are providing supplemental disclosures to moot the disclosure claims, avoid nuisance, cost and distraction, and reduce the risk of delay to completing the merger, without admitting wrongdoing or materiality.

The added details expand on the financial advisors’ valuation work, including discounted cash flow assumptions, discount rates, perpetuity growth rates, EBITDA multiples, analyst price target ranges and treatment of net debt and fully diluted share counts for each company. The filing also reiterates extensive forward‑looking risk factors related to the merger’s completion, expected synergies, industry conditions, and regulatory and shareholder approvals, and reminds investors to review the effective Form S‑4 and joint proxy statement/prospectus before voting.

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.

Rayonier Inc. reported an equity award to its senior finance leader. The company’s SVP & CFO received an award of 6,363 restricted stock units on 01/02/2026, recorded as an acquisition of common shares at a stated price of $0. These units vest in four equal annual installments starting on the first anniversary of the grant, contingent on continued employment.

Following this grant, the officer beneficially owns 55,978.54 common shares directly and 561.02 common shares indirectly in trust. The directly held amount includes 1,193.58 common shares that were acquired through a special dividend paid on December 12, 2025.

Rayonier Inc. insider reports new equity award and updated holdings. A senior vice president of portfolio management received an award of 17,932 restricted stock units on 01/02/2026 at a price of $0, reflecting a stock-based compensation grant rather than a market purchase. These units vest in four equal annual installments starting on the first anniversary of the grant, as long as the executive remains employed by the company.

Following this award, the reporting person beneficially owns 95,115.43 Rayonier common shares directly and 4,153.42 shares indirectly in trust. The direct amount includes 2,260 shares that were added through a special dividend received on December 12, 2025.