8-K
RAYONIER INC (RYN)
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)
December 10, 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 <br>14a-12<br> under the Exchange Act (17 CFR <br>240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule <br>14d-2(b)<br> under the Exchange Act (17 CFR <br>240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule <br>13e-4(c)<br> under the Exchange Act (17 CFR <br>240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading<br> <br>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 ☐ |
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
| PAGE | ||
|---|---|---|
| Item 7.01 Regulation FD Disclosure | 3 | |
| Item 8.01 Other Events. | 3 | |
| Item 9.01 Financial Statements and Exhibits. | 3 | |
| Signature | 7 |
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Item 7.01. Regulation FD Disclosure.
The audited consolidated financial information of PotlatchDeltic Corporation, a Delaware corporation (“PotlatchDeltic”), as of December 31, 2024 and for each of the years in the three-year period ended December 31, 2024, with the related notes thereto, is attached hereto as Exhibit 99.1 and incorporated herein by reference. PotlatchDeltic’s unaudited condensed consolidated financial information as of September 30, 2025 and for the periods ended September 30, 2025 and 2024, with the related notes thereto, is attached hereto as Exhibit 99.2 and incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing.
Item 8.01. Other Events.
As previously announced, on October 13, 2025, Rayonier Inc., a North Carolina corporation (“Rayonier”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with PotlatchDeltic, and Redwood Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Rayonier (“Merger Sub”), providing for the combination of Rayonier and PotlatchDeltic in an all-stock
merger-of-equals transaction upon the terms and subject to the conditions set forth in the Merger Agreement (the “Merger”).
Rayonier’s unaudited pro forma condensed consolidated financial information as at and for the nine months ended September 30, 2025, and for the year ended December 31, 2024, is attached hereto as Exhibit 99.3 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited consolidated financial statements of PotlatchDeltic as of December 31, 2024 and for each of the years in the three-year period ended December 31, 2024, with the related notes thereto, are filed as Exhibit 99.1 hereto and incorporated herein by reference.
The unaudited condensed consolidated financial statements of PotlatchDeltic as of September 30, 2025 and for the periods ended September 30, 2025 and 2024, with the related notes thereto, are filed as Exhibit 99.2 hereto and incorporated herein by reference.
(b) Pro Forma Financial Information.
Rayonier’s unaudited pro forma condensed combined financial information as of and for the nine months ended September 30, 2025, and for the year ended December 31, 2024, with the related notes thereto, is filed as Exhibit 99.3 hereto and incorporated herein by reference.
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(d) Exhibits.
Cautionary Statement Regarding Forward-Looking Information
This communication contains certain “forward-looking statements” within the meaning of federal securities laws. W ord s such as “anticipates,” “believes,” “could,” “continue,” “estimate,” “expects,” “intends,” “will,” “should,” “may,” “plan,” “predict,” “project,” “would” and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect Rayonier Inc.’s and PotlatchDeltic Corporation’s current views about future events. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed Merger involving Rayonier Inc. and PotlatchDeltic Corporation, including future financial and operating results, Rayonier Inc.’s and PotlatchDeltic Corporation’s plans, objectives, expectations and intentions, the expected timing and likelihood of completion of the transaction, and other statements that are not historical facts, including expected synergies, harvest schedules, timberland acquisitions and dispositions, future results of operations, projected cash flow and liquidity, business strategy and other plans and objectives for future operations. No assurances can be given that the forward-looking statements contained in this communication will occur as projected and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, without limitation: the ability to timely or at all obtain the requisite Rayonier Inc. and PotlatchDeltic Corporation shareholder approvals; the risk that Rayonier Inc. or PotlatchDeltic Corporation may be unable to obtain required governmental and regulatory approvals required for the Merger (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Merger); the risk that an event, change or other circumstance could give rise to the termination of the proposed Merger; the risk that a condition to closing of the Merger may not be satisfied on a timely basis or at all; the risk that the timing to consummate the proposed Merger may be delayed; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; the risk that any announcement relating to the proposed transaction could have adverse effects on the market price of Rayonier Inc.’s Common Shares or PotlatchDeltic Corporation’s Common Stock; the risk of litigation related to the proposed transaction; disruption from the transaction making it more difficult to maintain relationships with customers, employees, contractors, suppliers, vendors or joint venture partners; the diversion of management time in connection with the proposed transaction; the challenging macroeconomic environment, including disruptions in the timberlands, real estate, land based solutions, and wood products manufacturing industries; the ability of PotlatchDeltic Corporation and Rayonier Inc. to refinance their existing financing arrangements on favorable terms; the cost and availability of third-party logging and trucking services; the geographic concentration of a significant portion of PotlatchDeltic Corporation’s and Rayonier Inc.’s timberland; changes in environmental laws and regulations regarding timber harvesting, wood products manufacturing, delineation of wetlands, endangered species, the development of solar, carbon capture and storage, and carbon credit projects, and development of real estate generally that may restrict or adversely impact PotlatchDeltic Corporation’s or Rayonier Inc.’s ability to conduct their respective businesses, or increase the cost of doing so; adverse weather conditions, natural disasters and other catastrophic events such as hurricanes, wind storms and wildfires; the lengthy, uncertain and costly process associated with the ownership, entitlement and development of real estate, including changes in law, policy and political factors beyond our control; the availability and cost of financing for real estate development and mortgage loans, changes in tariffs, taxes or
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treaties relating to the import and export of PotlatchDeltic Corporation’s and Rayonier Inc.’s products, including those of their respective customers; changes in key management and personnel; PotlatchDeltic Corporation’s and Rayonier Inc.’s ability to meet all necessary legal requirements to continue to qualify as a real estate investment trust; changes in tax laws that could adversely affect beneficial tax treatment; and other risks and uncertainties identified in the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” sections of each of PotlatchDeltic Corporation’s and Rayonier Inc.’s most recent Annual Reports on Form 10-K, any subsequently filed Quarterly Reports on Form 10-Q, and other risks as identified from time to time in its Securities and Exchange Commission (“SEC”) reports by both companies. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Each of Rayonier Inc. and PotlatchDeltic Corporation undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
Important Additional Information about the Proposed Transaction and Where to Find It
Rayonier Inc. filed a registration statement on Form S-4, which included a document that serves as a prospectus of Rayonier Inc. and a joint proxy statement of Rayonier Inc. and PotlatchDeltic Corporation (the “joint proxy statement/prospectus”), and each party will file other documents regarding the proposed transaction with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. A definitive joint proxy statement/prospectus will be sent to Rayonier Inc.’s and PotlatchDeltic Corporation’s shareowners. Investors and security holders may obtain the registration statements and the joint proxy statement/prospectus free of charge from the SEC’s website or from Rayonier Inc. or PotlatchDeltic Corporation. The documents filed by PotlatchDeltic Corporation with the SEC may be obtained free of charge at PotlatchDeltic Corporation’s website at www.potlatchdeltic.com or at the SEC’s website at www.sec.gov. The documents filed by Rayonier Inc. with the SEC may be obtained free of charge at Rayonier Inc.’s website at www.ryonier.com or at the SEC’s website at www.sec.gov.
Participants in the Solicitation
PotlatchDeltic Corporation, Rayonier Inc. and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of PotlatchDeltic Corporation, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in PotlatchDeltic Corporation’s proxy statement for its 2025 Annual Meeting of Stockholders, which was filed with the SEC on March 27, 2025, including under the headings “Compensation Discussion and Analysis,” “Compensation of Directors,” “Equity Compensation Plan Information,” and “Security Ownership.” To the extent holdings of PotlatchDeltic Corporation’s Common Stock by the directors and executive officers of PotlatchDeltic Corporation have changed from the amounts of PotlatchDeltic Corporation’s Common Stock held by such persons as reflected therein, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 (“Form 3”), Statements of Changes in Beneficial Ownership on Form 4 (“Form 4”) or Annual Statements of Changes in Beneficial Ownership of Securities on Form 5 (“Form 5”), in each case filed with the SEC, including: the Forms 4 filed by Anne Alonzo on May 8, 2025, Darin Ball on November 20, 2025, Linda Breard on May 8, 2025, Michael Covey on May 8, 2025, Eric Cremers on November 20, 2025, Ashlee Cribb on July 28, 2025, James DeCosmo on May 8, 2025, William DeReu on November 20, 2025, William Driscoll on April 1, 2025, May 2, 2025, May 8, 2025, June 10, 2025, July 1, 2025 and October 2, 2025, Mark Leland on May 8, 2025, Larry Peiros on May 8, 2025 and Lenore Sullivan on May 8, 2025. Information about the directors and executive officers of Rayonier Inc., including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Rayonier Inc.’s proxy statement for its 2025 Annual Meeting of Shareholders, which was filed with the SEC on April 2, 2025, including under the headings “Director Compensation” and “Compensation Discussion and Analysis.” To the extent holdings of Rayonier Inc.’s Common Shares by the directors and executive officers of Rayonier Inc. have changed from the amounts of Rayonier Inc.’s Common Shares held by such persons as reflected therein, such changes have been or will be reflected on Forms 3, Forms 4 or Forms 5, in each case filed with the SEC, including: the Forms 4 filed by Keith Bass on April 9, 2025, May 19, 2025, June 2, 2025, September 2, 2025 and December 1, 2025, Mark Bridwell on April 2, 2025, April 4, 2025 and April 15, 2025, Christopher Corr on April 2, 2025, April 4, 2025, April 15, 2025
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and November 21, 2025, Gregg Gonsalves on May 19, 2025, Scott Jones on May 19, 2025, Larkin Martin on May 19, 2025, Douglas Long on April 2, 2025, April 4, 2025 and April 15, 2025, Mark McHugh on April 2, 2025, April 4, 2025 and April 15, 2025, Meridee Moore on May 19, 2025, Ann Nelson on May 19, 2025, Shelby Pyatt on April 2, 2025, April 4, 2025 and April 15, 2025, Matthew Rivers on May 19, 2025, Rhett Rogers on April 2, 2025, April 4, 2025 and April 15, 2025, April Tice on April 2, 2025, April 4, 2025 and April 15, 2025 and Andrew Wiltshire on May 19, 2025. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the registration statement and joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors and security holders should read the registration statement and joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. Investors may obtain free copies of these documents from PotlatchDeltic Corporation and Rayonier Inc. as indicated above.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
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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/ 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 |
December 10 , 2025
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EX-99.3
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial statements and notes thereto have been prepared in accordance with Article 11 of Regulation S-X as promulgated by the U.S. Securities and Exchange Commission, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” (“Article 11 of Regulation S-X”) in order to give effect to the merger, the Rayonier special dividend (both as defined below) and the resulting adjustments made to the merger consideration, including the Adjusted Exchange Ratio and cash consideration (both as defined below), and related transaction accounting adjustments (pro forma adjustments) described in the accompanying notes.
On October 13, 2025, Rayonier Inc. (“Rayonier”) entered into an agreement and plan of merger (the “merger agreement”) to acquire PotlatchDeltic Corporation (“PotlatchDeltic”) through a merger of PotlatchDeltic with and into Redwood Merger Sub, LLC, a direct wholly owned subsidiary of Rayonier (the “merger”). As soon as reasonably practicable after the effective time of the merger, each share of PotlatchDeltic common stock outstanding immediately prior to the merger will be converted into the right to receive a number of Rayonier common shares equal to 1.7339 (the “Exchange Ratio”), subject to adjustment as described below, plus cash in lieu of any fractional shares. On October 14, 2025, Rayonier declared a one-time special distribution of $1.40 per Rayonier common share, payable in the aggregate in no more than 25% cash with the remainder in Rayonier common shares, and a corresponding distribution with respect to units of the operating partnership of Rayonier, as described in the merger agreement (the “Rayonier special dividend”).
Pursuant to the merger agreement, the Exchange Ratio will be adjusted following the Rayonier special dividend to consist of (1) a number of Rayonier common shares equal to the Exchange Ratio plus an incremental share amount (“Adjusted Exchange Ratio”) and (2) a cash amount equal to the cash adjustment amount (the “cash consideration”), in each case as determined in accordance with the merger agreement. Fractional shares will not be issued; instead, cash will be paid in lieu of fractional interests based on the proceeds from market sales by the exchange agent. Outstanding PotlatchDeltic equity awards will be converted into Rayonier equity awards as of the effective time, in each case on the terms set forth in the merger agreement. The date on which the merger occurs is the merger date for accounting purposes (the “merger date”).
The accompanying unaudited pro forma condensed combined financial statements as of and for the nine months ended September 30, 2025 and for the year ended December 31, 2024 have been prepared (i) as if the merger, the Rayonier special dividend and the other pro forma adjustments occurred on September 30, 2025 for purposes of the unaudited pro forma condensed combined balance sheet, and (ii) as if the merger, the Rayonier special dividend and the other pro forma adjustments had been made on January 1, 2024 for purposes of the unaudited pro forma condensed combined statements of income for the periods presented.
Actual amounts recorded in connection with the merger may differ from those reflected in the unaudited pro forma condensed combined financial statements due to changes in the estimated fair values of the assets acquired and liabilities assumed upon completion of the final valuation analysis and may result in variances to the amounts presented in the unaudited pro forma condensed combined balance sheet and/or unaudited pro forma condensed combined statements of income. The assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. These adjustments are based on available information and assumptions that management of Rayonier considers reasonable.
The unaudited pro forma condensed combined financial statements do not purport to: (1) represent Rayonier’s actual financial position had the merger, the Rayonier special dividend and the other pro forma adjustments occurred on September 30, 2025; (2) represent the results of Rayonier’s operations that would have actually occurred had the merger, the Rayonier special dividend and the other pro forma adjustments been made on January 1, 2024; or (3) project Rayonier’s financial position or results of operations as of any future date or for any future period, as applicable.
The unaudited pro forma condensed combined financial statements have been developed from, and should be read in conjunction with:
| (i) | The audited financial statements of Rayonier and the accompanying notes for the year ended December 31,<br>2024, as recast, included in Rayonier’s Current Report on Form 8-K filed on November 21, 2025 and incorporated herein by reference; |
|---|---|
| (ii) | The unaudited interim financial statements of Rayonier and the accompanying notes included in Rayonier’s<br>Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, incorporated herein by reference; |
| --- | --- |
| (iii) | The audited financial statements of PotlatchDeltic and the accompanying notes included in<br>PotlatchDeltic’s Annual Report on Form 10-K for the year ended December 31, 2024, incorporated herein by reference; and |
| --- | --- |
| (iv) | The unaudited interim financial statements of PotlatchDeltic and the accompanying notes included in<br>PotlatchDeltic’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, incorporated herein by reference. |
| --- | --- |
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Unaudited Pro Forma Condensed Combined Balance Sheet
September 30, 2025
(Dollars in thousands)
| Historical<br>Rayonier | RayonierspecialdividendAdjustments | Note 4 | RayonierSubtotal | Historical<br>PotlatchDelticReclassified<br>(Note 2) | Pro Forma<br>Merger<br>Adjustments | Note 4 | Pro FormaCombined | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ASSETS | |||||||||||||||||||
| CURRENT ASSETS | |||||||||||||||||||
| Cash and cash equivalents | $ | 919,582 | $ | (54,427 | ) | k | $ | 865,155 | $ | 88,773 | $ | (46,915 | ) | a | $ | 907,013 | |||
| Trade and other receivables, net | 20,085 | — | 20,085 | 37,850 | — | 57,935 | |||||||||||||
| Inventory | 16,203 | — | 16,203 | 116,050 | 15,833 | b | 148,086 | ||||||||||||
| Prepaid expenses | 9,639 | — | 9,639 | 3,895 | — | 13,534 | |||||||||||||
| Other current assets | 7,412 | — | 7,412 | 9,243 | — | 16,655 | |||||||||||||
| Total current assets | 972,921 | (54,427 | ) | 918,494 | 255,811 | (31,082 | ) | 1,143,223 | |||||||||||
| TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION | 2,313,047 | — | 2,313,047 | 2,317,282 | 1,045,439 | c | 5,675,768 | ||||||||||||
| HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS | 109,536 | — | 109,536 | 51,221 | 7,678 | d | 168,435 | ||||||||||||
| PROPERTY, PLANT AND EQUIPMENT, NET | 17,950 | — | 17,950 | 396,509 | 151,015 | e | 565,474 | ||||||||||||
| RESTRICTED CASH, NON-CURRENT | 677 | — | 677 | 4,896 | — | 5,573 | |||||||||||||
| OTHER ASSETS | 77,758 | — | 77,758 | 147,820 | (12,805 | ) | f | 212,773 | |||||||||||
| TOTAL ASSETS | $ | 3,491,889 | $ | (54,427 | ) | $ | 3,437,462 | $ | 3,173,539 | **** | $ | 1,160,245 | **** | $ | 7,771,246 | ||||
| LIABILITIES, NONCONTROLLING INTERESTS IN THEOPERATING PARTNERSHIP AND SHAREHOLDERS’ EQUITY | |||||||||||||||||||
| CURRENT LIABILITIES | |||||||||||||||||||
| Accounts payable | $ | 13,566 | $ | — | 13,566 | $ | 19,152 | $ | — | $ | 32,718 | ||||||||
| Current maturities of long-term debt, net | 199,969 | — | 199,969 | 27,495 | 5 | g | 227,469 | ||||||||||||
| Other current liabilities | 69,024 | — | 69,024 | 83,557 | 42,400 | h | 194,981 | ||||||||||||
| Total current liabilities | 282,559 | — | 282,559 | 130,204 | 42,405 | 455,168 | |||||||||||||
| LONG-TERM DEBT, NET | 845,119 | — | 845,119 | 1,007,594 | 1,906 | g | 1,854,619 | ||||||||||||
| OTHER NON-CURRENT LIABILITIES | 39,264 | — | 39,264 | 128,341 | 45,623 | i | 213,228 | ||||||||||||
| NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP | 46,242 | 1,685 | 47,927 | — | — | 47,927 | |||||||||||||
| SHAREHOLDERS’ EQUITY | |||||||||||||||||||
| Common Shares | 1,737,067 | 161,579 | k | 1,898,646 | 2,401,789 | 616,201 | j | 4,916,636 | |||||||||||
| Retained earnings | 514,226 | (217,691 | ) | k | 296,535 | (575,134 | ) | 534,855 | j | 256,256 | |||||||||
| Accumulated other comprehensive income | 27,412 | — | 27,412 | 80,745 | (80,745 | ) | 27,412 | ||||||||||||
| TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY | 2,278,705 | (56,112 | ) | 2,222,593 | 1,907,400 | 1,070,311 | j | 5,200,304 | |||||||||||
| TOTAL SHAREHOLDERS’ EQUITY | 2,278,705 | (56,112 | ) | 2,222,593 | 1,907,400 | 1,070,311 | 5,200,304 | ||||||||||||
| TOTAL LIABILITIES, NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP AND SHAREHOLDERS’EQUITY | $ | 3,491,889 | $ | (54,427 | ) | $ | 3,437,462 | $ | 3,173,539 | **** | $ | 1,160,245 | **** | $ | 7,771,246 |
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Unaudited Pro Forma Condensed Combined Statements of Income
Nine Months Ended September 30, 2025
(Dollars in thousands, except per share amounts)
| Historical<br>Rayonier | Rayonier<br>specialdividend<br>Adjustments | Note 5 | RayonierSubtotal | Historical<br>PotlatchDelticReclassified<br>(Note 2) | Pro Forma<br>Merger<br>Adjustments | Note 5 | Pro FormaCombined | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SALES | $ | 366,990 | **** | $ | — | $ | 366,990 | **** | $ | 857,424 | **** | $ | — | **** | $ | 1,224,414 | **** | |||||
| Costs and Expenses | — | |||||||||||||||||||||
| Cost of sales | (258,984 | ) | — | (258,984 | ) | (716,867 | ) | (26,339 | ) | a | (1,002,190 | ) | ||||||||||
| Selling and general expenses | (50,621 | ) | — | (50,621 | ) | (64,143 | ) | (1,252 | ) | b | (116,016 | ) | ||||||||||
| Other operating income (expense), net | (1,071 | ) | — | (1,071 | ) | — | — | (1,071 | ) | |||||||||||||
| (310,676 | ) | — | (310,676 | ) | (781,010 | ) | (27,591 | ) | (1,119,277 | ) | ||||||||||||
| OPERATING INCOME | 56,314 | — | 56,314 | 76,414 | (27,591 | ) | 105,137 | |||||||||||||||
| Interest expense, net | (19,704 | ) | — | (19,704 | ) | (26,227 | ) | — | (45,931 | ) | ||||||||||||
| Interest income | 15,009 | — | 15,009 | 2,862 | — | 17,871 | ||||||||||||||||
| Other miscellaneous (expense) income, net | (3,443 | ) | — | (3,443 | ) | 704 | — | (2,739 | ) | |||||||||||||
| INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | 48,176 | — | 48,176 | 53,753 | (27,591 | ) | 74,338 | |||||||||||||||
| Income tax (expense) benefit | (291 | ) | — | (291 | ) | 5,299 | 1,377 | c | 6,385 | |||||||||||||
| INCOME FROM CONTINUING OPERATIONS | $ | 47,885 | **** | **** | — | $ | 47,885 | **** | $ | 59,052 | **** | $ | (26,214 | ) | $ | 80,723 | **** | |||||
| Less: Net income attributable to noncontrolling interest in the Operating Partnership | (577 | ) | — | (577 | ) | — | — | (577 | ) | |||||||||||||
| NET INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO RAYONIER INC. | 47,308 | — | 47,308 | 59,052 | (26,214 | ) | 80,146 | |||||||||||||||
| EARNINGS PER COMMON SHARE | ||||||||||||||||||||||
| Basic earnings per share attributable to Rayonier Inc. | d | 0.31 | d | 0.29 | — | d | 0.26 | |||||||||||||||
| Diluted earnings per share attributable to Rayonier Inc. | d | 0.30 | d | 0.29 | — | d | 0.26 |
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Unaudited Pro Forma Condensed Combined Statements of Income
Year Ended December 31, 2024
(Dollars in thousands, except per share amounts)
| Historical<br>Rayonier | RayonierspecialdividendAdjustments | Note 5 | RayonierSubtotal | Historical<br>PotlatchDelticReclassified<br>(Note 2) | Pro Forma<br>Merger<br>Adjustments | Note 5 | Pro FormaCombined | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SALES | $ | 987,929 | **** | $ | — | $ | 987,929 | **** | $ | 1,062,076 | **** | $ | — | **** | $ | 2,050,005 | **** | ||||
| Costs and Expenses | |||||||||||||||||||||
| Cost of sales | (547,582 | ) | — | (547,582 | ) | (945,672 | ) | (21,528 | ) | a | (1,514,782 | ) | |||||||||
| Selling and general expenses | (74,439 | ) | — | (74,439 | ) | (83,940 | ) | (55,478 | ) | b | (213,857 | ) | |||||||||
| Other operating (expense) income, net | (1,801 | ) | — | (1,801 | ) | 341 | — | (1,460 | ) | ||||||||||||
| (623,822 | ) | — | (623,822 | ) | (1,029,271 | ) | (77,006 | ) | (1,730,099 | ) | |||||||||||
| OPERATING INCOME | 364,107 | — | 364,107 | 32,805 | (77,006 | ) | 319,906 | ||||||||||||||
| Interest expense, net | (33,756 | ) | — | (33,756 | ) | (37,647 | ) | — | (71,403 | ) | |||||||||||
| Interest income | 8,212 | — | 8,212 | 8,724 | — | 16,936 | |||||||||||||||
| Other miscellaneous income (expense), net | 1,275 | — | 1,275 | 4,305 | — | 5,580 | |||||||||||||||
| INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | 339,838 | — | 339,838 | 8,187 | (77,006 | ) | 271,019 | ||||||||||||||
| Income tax (expense) benefit | 1,022 | — | 1,022 | 13,689 | (1,786 | ) | c | 12,925 | |||||||||||||
| INCOME FROM CONTINUING OPERATIONS | $ | 340,860 | **** | $ | — | $ | 340,860 | **** | $ | 21,876 | **** | $ | (78,792 | ) | $ | 283,944 | **** | ||||
| Less: Net (income) loss attributable to noncontrolling interest in the Operating<br>Partnership | (4,510 | ) | — | (4,510 | ) | — | — | (4,510 | ) | ||||||||||||
| Less: Net (income) loss attributable to noncontrolling interest in consolidated affiliates | (510 | ) | — | (510 | ) | — | — | (510 | ) | ||||||||||||
| NET INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO RAYONIER INC. | 335,840 | — | 335,840 | 21,876 | (78,792 | ) | 278,924 | ||||||||||||||
| EARNINGS PER COMMON SHARE | |||||||||||||||||||||
| Basic earnings per share attributable to Rayonier Inc. | 2.26 | d | 2.15 | — | d | 0.94 | |||||||||||||||
| Diluted earnings per share attributable to Rayonier Inc, | 2.24 | d | 2.13 | — | d | 0.94 |
5
Note 1 – Basis of Presentation
The unaudited pro forma condensed combined financial statements and related notes thereto are prepared in accordance with Article 11 of Regulation S-X.
The unaudited pro forma condensed combined financial statements reflect certain reclassifications to align the historical financial statement presentation of PotlatchDeltic to that of Rayonier’s historical consolidated financial statement presentation. Rayonier has not yet identified all adjustments necessary to conform PotlatchDeltic’s accounting policies and financial statement presentation to Rayonier’s policies and presentation. Upon consummation of the merger or as more information becomes available, Rayonier will perform a detailed review of PotlatchDeltic’s accounting policies and financial statement presentation. Differences identified in that review could have a material effect on the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial statements are based on Rayonier’s historical consolidated financial statements and PotlatchDeltic’s historical condensed consolidated financial statements, adjusted to give effect to the merger, the Rayonier special dividend and the other pro forma adjustments. The unaudited pro forma condensed combined balance sheet as of September 30, 2025 gives effect to the merger, the Rayonier special dividend and the other pro forma adjustments as if they had occurred on September 30, 2025. The unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2025 and the year ended December 31, 2024 give effect to the merger, the Rayonier special dividend and the other pro forma adjustments as if they had occurred on January 1, 2024. As permitted under Article 11 of Regulation S-X, the pro forma balance sheet is presented in a condensed format, and therefore certain line items shown in Rayonier’s historical consolidated balance sheet have been aggregated for purposes of these unaudited pro forma condensed combined financial statements.
The merger is accounted for under the acquisition method of accounting in accordance with Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). Under this method of accounting Rayonier has made the preliminary determination that it is the accounting acquirer and PotlatchDeltic is the accounting acquiree. In determining the accounting acquirer, management considered factors such as estimated relative size of the entities, estimated board and management composition, and estimated form and terms of consideration.
The unaudited pro forma condensed combined financial statements do not reflect the realization of any revenue synergies or dyssynergies, expected cost savings, operating efficiencies, or other strategic benefits from the merger as a result of integration activities or other initiatives following the completion of the merger.
Note 2 – PotlatchDeltic and Rayonier Reclassification Adjustments
During the preparation of these unaudited pro forma condensed combined financial statements, management performed a preliminary analysis of PotlatchDeltic’s financial information to identify differences in accounting policies as compared to those of Rayonier and differences in financial statement presentation as compared to the presentation of Rayonier. At the time of preparing these unaudited pro forma condensed combined financial statements, Rayonier has not identified all adjustments necessary to conform PotlatchDeltic’s accounting policies to Rayonier’s accounting policies. The below reclassification adjustments have been made to conform PotlatchDeltic’s historical condensed consolidated financial statement presentation to Rayonier’s historical consolidated financial statement presentation. These adjustments represent Rayonier’s best estimates based upon the information currently available to it and could be subject to change once more detailed information is available.
6
Refer to the table below for a summary of reclassification adjustments made to PotlatchDeltic’s unaudited condensed consolidated balance sheet as of September 30, 2025 to conform to Rayonier’s historical consolidated financial statement presentation (in thousands):
| Rayonier Historical Consolidated<br><br><br>Balance Sheet Line Item | PotlatchDeltic Historical<br>Condensed Consolidated<br>Balance Sheet Line Items | PotlatchDeltic<br>Historical<br>Condensed<br>Consolidated<br>Balances<br>asof<br>September 30,2025 | Reclassifications | PotlatchDeltic<br>Adjusted<br>Historical<br>CondensedConsolidatedBalance Sheet<br>asofSeptember 30,<br>2025 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Cash and cash equivalents | Cash and cash equivalents | $ | 88,773 | $ | — | $ | 88,773 | |||
| Trade and other receivables, net | Customer receivables, net | 34,718 | 3,132 | 37,850 | ||||||
| Inventory | Inventories, net | 91,203 | 24,847 | 116,050 | ||||||
| Prepaid expenses | — | 3,895 | 3,895 | |||||||
| Other current assets | Other current assets | 41,117 | (31,874 | ) | 9,243 | |||||
| Timber and timberlands, net of depletion and amortization | Timber and timberlands, net | 2,317,282 | — | 2,317,282 | ||||||
| Higher and better use timberlands and real estate development investments | Investment in real estate held for<br>development and sale | 51,221 | — | 51,221 | ||||||
| Property, plant and equipment, net | Property, plant and equipment, net | 396,509 | — | 396,509 | ||||||
| Restricted cash, non-current | — | 4,896 | 4,896 | |||||||
| Other assets | 152,716 | (4,896 | ) | 147,820 | ||||||
| Other long-term assets | 140,148 | |||||||||
| Intangible assets, net | 12,568 | |||||||||
| Accounts payable | Accounts payable and accrued<br>liabilities | 97,611 | (78,459 | ) | 19,152 | |||||
| Current maturities of long-term debt, net | Current portion of long-term debt | 27,495 | — | 27,495 | ||||||
| Other current liabilities | Current portion of pension and other<br>postretirement employee benefits | 5,098 | 78,459 | 83,557 | ||||||
| Long-term debt, net | Long-term debt | 1,007,594 | — | 1,007,594 | ||||||
| Other non-current liabilities | 128,341 | — | 128,341 | |||||||
| Deferred tax liabilities, net | 18,793 | |||||||||
| Other long-term obligations | 36,453 | |||||||||
| Pension and other postretirement<br>employee benefits | 73,095 | |||||||||
| Common shares | Common stock | 77,291 | 2,324,498 | 2,401,789 | ||||||
| Additional paid-in capital | 2,324,498 | (2,324,498 | ) | — | ||||||
| Accumulated other comprehensive income (loss) | Accumulated other comprehensive<br>income | 80,745 | — | 80,745 | ||||||
| Retained earnings | Accumulated deficit | (575,134 | ) | — | (575,134 | ) |
7
Refer to the table below for a summary of reclassification adjustments made to PotlatchDeltic’s unaudited condensed consolidated statements of operations for the nine months ended September 30, 2025 to conform presentation:
| Rayonier Historical Consolidated<br><br><br>Statement of Income Line Items | PotlatchDeltic<br>Historical Condensed Consolidated<br>Statement of Operations Line Items | PotlatchDeltic<br>HistoricalCondensedConsolidatedStatements ofOperationsfor the ninemonthsendedSeptember 30,2025 | Reclassifications | PotlatchDelticAdjustedHistorical<br>CondensedConsolidatedStatement ofIncome<br>for the ninemonthsendedSeptember 30,2025* | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Sales | Revenues | $ | 857,424 | $ | — | $ | 857,424 | |||
| Cost of sales | Cost of goods sold | 716,867 | — | 716,867 | ||||||
| Selling and general expenses | Selling, general and administrative<br>expenses | 61,750 | 2,393 | 64,143 | ||||||
| Merger-related expenses | 1,903 | (1,903 | ) | — | ||||||
| Environmental charge | 490 | (490 | ) | — | ||||||
| Interest expense, net | Interest expense, net | (23,365 | ) | (2,862 | ) | (26,227 | ) | |||
| Interest income | — | 2,862 | 2,862 | |||||||
| Other miscellaneous (expense) income, net | Other | 1,757 | (1,053 | ) | 704 | |||||
| Non-operating pension and other postretirement employee benefits | (1,053 | ) | 1,053 | — | ||||||
| Income tax (expense) benefit | Income taxes | 5,299 | — | 5,299 | ||||||
| * | Presentation has been conformed to Rayonier’s presentation. | |||||||||
| --- | --- |
8
Refer to the table below for a summary of reclassification adjustments made PotlatchDeltic’s unaudited condensed consolidated statements of operations for the year ended December 31, 2024 to conform presentation:
| Rayonier Historical Consolidated<br><br><br>Statement of Income Line Items | PotlatchDeltic<br>Historical Condensed Consolidated<br>Statement of Operations Line Items | PotlatchDeltic<br>HistoricalCondensedConsolidatedStatements ofOperationsfor theyearendedDecember 31,2024 | Reclassifications | PotlatchDelticAdjustedHistorical<br>ConsolidatedStatement ofIncome<br>for theyearendedDecember 31,2024* | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Sales | Revenues | $ | 1,062,076 | $ | — | $ | 1,062,076 | |||
| Cost of sales | Cost of goods sold | 945,672 | — | (945,672 | ) | |||||
| Selling and general expenses | Selling, general and administrative<br>expenses | 83,212 | 728 | (83,940 | ) | |||||
| Other operating (expense) income, net | — | 341 | 341 | |||||||
| Interest expense, net | Interest expense, net | (28,923 | ) | (8,724 | ) | (37,647 | ) | |||
| Interest income | — | 8,724 | 8,724 | |||||||
| Other miscellaneous income (expense), net | Other | 3,115 | 1,190 | 4,305 | ||||||
| Non-operating pension and other postretirement employee benefits | 803 | (803 | ) | — | ||||||
| Income tax (expense) benefit | Income taxes | 13,689 | — | 13,689 | ||||||
| * | Presentation has been conformed to Rayonier’s presentation. | |||||||||
| --- | --- |
9
Note 3 – Preliminary Allocation of Purchase Consideration
The following table summarizes the preliminary estimated merger consideration:
| In thousands, except shares and per sharedata | Amount | |
|---|---|---|
| Equity consideration: | ||
| Shares of PotlatchDeltic common stock issued and outstanding immediately prior to the merger<br>(i) | 77,291,016 | |
| Adjusted Exchange Ratio (ii) | 1.8185 | |
| Estimated number of Rayonier common shares to be issued in the merger (iii) | 140,556,258 | |
| Price per share of Rayonier common shares as of December 3, 2025 | $ | 21.29 |
| Estimated fair value of Ravonier common shares to be issued (v) | $ | 2,992,443 |
| Cash consideration | ||
| Estimated fair value of consideration in connection with the cash paid for the Rayonier special<br>dividend | 46,915 | |
| Estimated fair value of preliminary cash and equity purchaseconsideration | $ | 3,039,358 |
| Fair value of Rayonier replacement awards for vested portions of PotlatchDeltic awards<br>(iv) | 25,547 | |
| Estimated fair value of preliminary purchase consideration | $ | 3,064,905 |
| (i) | Assumed based on shares of PotlatchDeltic common stock issued and outstanding as of October 10, 2025.<br> | |
| --- | --- | |
| (ii) | The Adjusted Exchange Ratio is calculated pursuant to the merger agreement by adjusting the Exchange Ratio to<br>offset the economic impact of the Rayonier special dividend paid to Rayonier shareholders, including (i) the increase in outstanding Rayonier shares attributable to the stock portion of the dividend and (ii) the cash portion of the<br>dividend, with these components incorporated into the share adjustment amount and cash adjustment amount calculations, resulting in an Adjusted Exchange Ratio of 1.8185. | |
| --- | --- | |
| (iii) | Estimated number of Rayonier common shares issued in the merger. Excludes cash in lieu of fractional shares of<br>Rayonier common shares payable to holders of PotlatchDeltic common stock. | |
| --- | --- | |
| (iv) | Represent the estimated consideration attributed to equity compensation awards. A portion of the fair value of<br>such equity compensation awards represents consideration transferred, while the remaining portion represents post -merger compensation expense based on the vesting terms of the awards. | |
| --- | --- |
10
| (v) | The estimated fair value of the common shares to be issued presented herein may differ from the actual amounts<br>to be determined at the merger date, in accordance with ASC 805. This requirement will likely result in a purchase price that is different than the purchase price computed above, and the difference may be material. A hypothetical 10% change in the<br>market price of Rayonier’s common stock would affect the value of the common stock to be issued as consideration, as illustrated in the table below (in thousands, except share price): | |||
|---|---|---|---|---|
| Share Price | Preliminary<br>Estimated StockConsideration | |||
| --- | --- | --- | --- | --- |
| As presented in the pro forma adjustments | $ | 21.29 | $ | 2,992,443 |
| 10% increase in share price of Rayonier common shares | 23.42 | 3,291,687 | ||
| 10% decrease in share price of Rayonier common shares | 19.16 | 2,693,198 |
Pursuant to the terms of the merger agreement, the consideration to be received by PotlatchDeltic’s common stockholders includes a cash component to reflect the cash issued in connection with the Rayonier special dividend, with PotlatchDeltic’s common stockholders receiving an amount in cash per share equal to the cash per share paid by Rayonier in the Rayonier special dividend multiplied by the 1.7339 Exchange Ratio. The cash presented within the estimated fair value of preliminary purchase consideration assumes that the maximum amount of cash is elected by Rayonier shareholders for the Rayonier special dividend.
Under the acquisition method of accounting, the total purchase price is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the merger date. The preliminary allocation of the purchase price is based on the terms of the merger agreement and Rayonier management’s estimates of the fair value of PotlatchDeltic’s assets and liabilities as of September 30, 2025, derived from the condensed consolidated historical balance sheet of PotlatchDeltic as of September 30, 2025, and using the merger consideration adjusted based on the closing share price of Rayonier common shares of $21.29 on December 3, 2025. As of the date of this joint proxy statement/prospectus, Rayonier management has not finalized the detailed valuation exercises necessary to arrive at the required estimates of the fair value of PotlatchDeltic’s assets acquired and the liabilities assumed and the related allocations of purchase price. For the preliminary estimate of fair values of assets acquired and liabilities assumed in the merger, Rayonier used publicly available benchmarking information as well as a variety of other assumptions, including market participant assumptions. Rayonier is expected to use widely accepted income-based, market-based, and cost-based valuation approaches upon finalization of purchase accounting for the merger. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. The pro forma adjustments are based upon available information and certain assumptions that Rayonier believes are reasonable under the circumstances. Additional intangible asset classes may be identified as the valuation process continues. The purchase price adjustments relating to the merger are preliminary and subject to change, as additional information becomes available and as additional analyses are performed.
11
The following table summarizes the allocation of the preliminary purchase price as of September 30, 2025 (in thousands):
| Amount | ||
|---|---|---|
| Cash and cash equivalents | $ | 88,773 |
| Other current assets | 182,871 | |
| Timber and timberland | 3,362,721 | |
| Land held for development and sale | 58,899 | |
| Property, plant, and equipment | 547,524 | |
| Other assets | 139,913 | |
| Current liabilities | 104,832 | |
| Debt | 1,037,000 | |
| Other non-current liabilities | 173,964 | |
| Total identifiable net assets | 3,064,905 | |
| Estimated fair value of preliminary purchase consideration | $ | 3,064,905 |
Note 4 – Rayonier Special Dividend and Merger Transaction Adjustments to the Unaudited Pro Forma Condensed CombinedBalance Sheet
The following pro forma adjustments have been reflected in the Pro Forma Merger Adjustments column in the accompanying unaudited pro forma condensed combined balance sheet as of September 30, 2025. All adjustments were based on preliminary assumptions and estimated fair values, which are subject to change.
| a. | Reflects the estimated cash consideration to be paid in connection with the merger. |
|---|---|
| b. | Reflects an adjustment to increase the cost basis in the acquired inventory estimated fair value. In<br>determining the fair value of the inventory, Ravonier utilized valuation methodologies, including an analysis of the average market lumber prices. The fair value calculations are preliminary and subject to change after Ravonier finalizes its review<br>of the specific types of PotlatchDeltic’s inventory. |
| --- | --- |
| c. | Reflects an adjustment to increase the basis in the acquired timber and timberlands to estimated fair value. In<br>determining the fair value of the timberlands, Ravonier utilized valuation methodologies, including a discounted cash flow analysis. The fair value calculations are preliminary and subject to change after Ravonier finalizes its review of the<br>specific types, nature, age, condition and location of PotlatchDeltic’s timberlands. |
| --- | --- |
| d. | Reflects an adjustment to increase the basis in the acquired real estate development investments to estimated<br>fair value. In determining the fair value of the real estate development investments, Ravonier utilized valuation methodologies, including sales comparison and a discounted cash flow analysis. The fair value calculations are preliminary and subject<br>to change after Ravonier finalizes its review of the specific types, nature, age, condition and location of PotlatchDeltic’s real estate development investments. |
| --- | --- |
12
| e. | Reflects an adjustment to increase the basis in the acquired property, plant and equipment to estimated fair<br>value. In determining the fair value of the property, plant and equipment Rayonier utilized valuation methodologies, including a sales comparison approach. Additionally, the replacement cost of the PP&E assets was calculated, and an economic<br>obsolescence adjustment was applied to derive their fair value. The fair value calculations are preliminary and subject to change after Rayonier finalizes its review of the specific types, nature, age, condition and location of<br>PotlatchDeltic’s property, buildings and equipment. Preliminary property, plant and equipment assets in the unaudited pro forma condensed combined financial statements consist of the following (in thousands): | |||
|---|---|---|---|---|
| PreliminaryFair Value | EstimatedUseful Life | |||
| --- | --- | --- | --- | --- |
| Land | $ | 20,708 | n.a. | |
| Buildings & Improvements | 79,532 | 9.5 | ||
| Machinery & Equipment | 427,007 | 20.1 | ||
| Other | 20,277 | n.a. | ||
| Total Property, Plant & Equipment | $ | 547,524 | ||
| f. | Reflects an adjustment to Other assets that consists of the following components: | |||
| --- | --- | |||
| (1) | An adjustment of $12.6 million to primarily write-off the carrying value of certain trade names the combined<br>company will discontinue using following the merger. | |||
| --- | --- | |||
| (2) | An adjustment of $0.2 million to decrease Right-of-use assets to reflect the present value of the remaining<br>lease payments using Rayonier’s incremental borrowing rate of 6.13%. | |||
| --- | --- | |||
| g. | Reflects an adjustment to eliminate PotlatchDeltic’s unamortized debt issuance costs as of<br>September 30, 2025. | |||
| --- | --- | |||
| h. | Reflects an adjustment to Other current liabilities that consists of the following components:<br> | |||
| --- | --- | |||
| (1) | The accrual of estimated one-time merger costs of $33.6 million expected to be incurred by Rayonier after<br>September 30, 2025. Merger costs include fees for investment banking, advisory, and other professional fees. | |||
| --- | --- | |||
| (2) | The accrual of a one-time compensation expense of $6.7 million to the CEO of PotlatchDeltic. See Note 5(b)(3)<br>for additional information. | |||
| --- | --- | |||
| (3) | An adjustment of $2.1 million to increase the current portion of the carrying values of the acquired operating<br>and finance lease liabilities to the present value of the relevant remaining lease payments using Rayonier’s incremental borrowing rate. | |||
| --- | --- | |||
| i. | Reflects an adjustment to Other non-current liabilities that consists of the following components:<br> | |||
| --- | --- | |||
| (1) | An adjustment of $2.0 million to increase the basis in the acquired operating and finance lease liabilities at<br>the present value of remaining lease payments using Rayonier’s incremental borrowing rate. | |||
| --- | --- | |||
| (2) | An adjustment of $43.6 million to record the deferred income tax liability resulting from the preliminary fair<br>value adjustment to certain PotlatchDeltic’s assets and liabilities. | |||
| --- | --- |
13
| j. | The following represents the pro forma adjustments to equity, including the elimination of the historical<br>equity of PotlatchDeltic (in thousands): | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| CommonShares | Retainedearnings | Accumulatedothercomprehensiveincome (loss) | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Elimination of PotlatchDeltic’s historical equity | $ | (2,401,789 | ) | $ | 575,134 | $ | (80,745 | ) | |
| Issuance of shares of Rayonier’s common stock (1) | 2,992,443 | — | — | ||||||
| Fair value of Rayonier replacement awards for vested PotlatchDeltic awards | 25,547 | — | — | ||||||
| Impact to retained earnings from recording one-time estimated merger costs | — | (33,550 | ) | — | |||||
| Impact of one-time payment to PotlatchDeltic CEO | — | (6,729 | ) | — | |||||
| $ | 616,201 | **** | $ | 534,855 | **** | $ | (80,745 | ) | |
| (1) | The estimated fair value of Rayonier common shares issued is based on the closing price per share of Rayonier<br>common shares on December 3, 2025, the latest practicable date prior to the date of this joint proxy statement/prospectus. Pursuant to accounting rules, the value of Rayonier common shares issued will be based on the price per share of the<br>Rayonier common shares as of the merger date, and therefore, will be different from the amount shown above. Based on a sensitivity analysis, a change in the price per share of Rayonier common shares of 10% would result in the following changes in<br>the value of Rayonier common shares issued: | ||||||||
| --- | --- | ||||||||
| Issuance of<br>Common<br>Shares | |||||||||
| --- | --- | --- | |||||||
| As presented in the pro forma adjustments | $ | 2,992,443 | |||||||
| 10% increase in share price of Rayonier common shares | $ | 3,291,687 | |||||||
| 10% decrease in share price of Rayonier common shares | $ | 2,693,198 |
14
| k. | The Rayonier special dividend of $1.40 per share, is payable on December 12, 2025 to shareholders of<br>record on October 24, 2025, following the taxable gains generated from the sale of its New Zealand joint venture. The dividend will be paid in a mix of cash and common shares, with the cash portion capped at 25% in total and the remaining 75%<br>delivered in common shares. Shareholders may elect to receive the dividend entirely in cash or entirely in common shares; however, if the total cash elections exceed 25%, cash will be prorated, and each cash-electing shareholder will receive at<br>least $0.35 in cash per share. Shareholders who do not make an election will automatically receive 25% cash and 75% Rayonier common shares. The following represents the pro forma adjustments to equity and assets, resulting from the Rayonier special<br>dividend (in thousands): | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Cash and cashequivalents | NoncontrollingInterests in theOperatingPartnership | CommonShares | Retainedearnings | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Pro forma impact from recording the Rayonier special dividend | $ | (54,427 | ) | $ | 1,685 | $ | 161,579 | $ | (217,691 | ) |
Note 5 – Rayonier Special Dividend and Merger Transaction Adjustments to the Unaudited Pro Forma Condensed CombinedStatements of Income
| a. | Reflects adjustments to Cost of goods sold for the nine months ended September 30, 2025 and the year ended<br>December 31, 2024. These adjustments consist of the following components: | |||
|---|---|---|---|---|
| (1) | An adjustment of $20.9 million and $ 30.1 million for the nine months ended September 30, 2025, and<br>the year ended December 31, 2024, respectively, to reflect the depletion of fair value adjustments to acquired timber and timberlands. | |||
| --- | --- | |||
| (2) | An adjustment of $0.5 million and $0.6 million for the nine months ended September 30, 2025, and the year<br>ended December 31, 2024, respectively, to reflect the amortization of fair value adjustments to acquired real estate. | |||
| --- | --- | |||
| (3) | An adjustment of $4.9 million and $6.6 million for the nine months ended September 30, 2025, and the year<br>ended December 31, 2024, respectively, to reflect the depreciation of fair value adjustments to acquired property, plant, and equipment. | |||
| --- | --- | |||
| (4) | A one-time adjustment of $15.8 million for year ended December 31, 2024 to reflect the decrease in Cost of<br>goods sold related to the change of inventory cost from LIFO to lower of cost and net realizable value. | |||
| --- | --- | |||
| b. | Reflects adjustments to Selling and general expenses for the nine months ended September 30, 2025 and the<br>year ended December 31, 2024. These adjustments consist of the following components: | |||
| --- | --- | |||
| (1) | An adjustment of $0.1 million and $0.1 million for the nine months ended September 30, 2025, and the year<br>ended December 31, 2024, respectively, to reflect the depreciation of fair value adjustments to acquired property, plant, and equipment. | |||
| --- | --- | |||
| (2) | A one-time adjustment reflecting Rayonier’s merger costs of $33.6 million for the year ended<br>December 31, 2024. | |||
| --- | --- | |||
| (3) | An adjustment to reflect the following post-combination compensation expense (in thousands):<br> | |||
| --- | --- | |||
| Nine Months Ended<br>September 30, 2025 | Year Ended<br>December 31, 2024 | |||
| --- | --- | --- | --- | --- |
| Estimated PotlatchDeltic equity compensation expense (i) | $ | — | $ | 1,694 |
| Estimated PotlatchDeltic retention awards (ii) | — | 7,707 | ||
| Estimated Rayonier retention awards (ii) | 1,134 | 5,693 | ||
| Estimated post-combination compensation expense attributable to the CEO of PotlatchDeltic<br>(iii) | — | 6,729 | ||
| Pro forma adjustment to Selling and general expenses | $ | 1,134 | $ | 21,823 |
| (i) | Reflects the difference between PotlatchDeltic’s historical equity compensation expense and the estimated<br>post-combination equity compensation expense related to replacement awards issued to continuing employees pursuant to the merger agreement. | |||
| --- | --- |
15
| (ii) | Reflects the estimated post-combination compensation expense associated with employee retention awards for both<br>PotlatchDeltic and Rayonier employees, which are expected to vest over one- to two-year service periods. |
|---|---|
| (iii) | Pursuant to the Cremers Agreement described elsewhere in this joint proxy statement/prospectus,<br>Mr. Cremers shall be entitled to receive a one-time cash payment of $6.7 million as soon as reasonably practicable following the merger date. |
| --- | --- |
| c. | Rayonier intends to continue to qualify as a REIT under the requirements of the Code, and as a result,<br>Rayonier’s effective tax rate is expected to continue to be below the U.S. statutory tax rate. With respect to the merger, Rayonier expects to hold the taxable subsidiaries of PotlatchDeltic acquired in the merger in Rayonier TRS Holdings<br>Inc., Rayonier’s taxable REIT subsidiary (TRS). Rayonier TRS Holdings Inc. is subject to U.S. federal and state income taxes. As a result, in the preparation of the unaudited pro forma condensed combined financial statements, the pro forma<br>adjustments related to the Wood Products segment, delivered log, and real estate development operations gave rise to income tax expense, as these operations are held within the TRS entities. |
| --- | --- |
| d. | Pro forma basic earnings per common share attributable to Rayonier has been calculated based on the number of<br>Rayonier common shares assumed to be outstanding, assuming such shares were outstanding for the full period presented. The following tables set forth the computation of unaudited pro forma basic and diluted earnings per share attributable to<br>Rayonier for (i) the distribution of the Rayonier special dividend, and (ii) the pro forma condensed combined financial statements (in thousands, except shares and per share data): |
| --- | --- |
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| (i) | EPS calculated for the issuance of the Rayonier special dividend: | |||
|---|---|---|---|---|
| (in thousands, except shares and per share amounts) | Nine Months Ended<br>September 30, 2025 | Year EndedDecember 31, 2024 | ||
| --- | --- | --- | --- | --- |
| Denominator - basic: | ||||
| Historical weighted average Rayonier common shares outstanding – basic | $ | 154,509,107 | 148,839,858 | |
| Incremental Rayonier common shares issued for Rayonier special dividend | 7,512,697 | 7,512,697 | ||
| Weighted average Rayonier common shares outstanding as adjusted for Rayonier special dividend– basic | **** | 162,021,804 | **** | 156,352,555 |
| Denominator – diluted: | ||||
| Historical weighted average Rayonier common shares outstanding – diluted: | 157,543,437 | 152,095,503 | ||
| Incremental Rayonier common shares issued for Rayonier special dividend | 7,512,697 | 7,512,697 | ||
| Incremental Operating Partnership units issued for Rayonier special dividend | 78,336 | 78,336 | ||
| Weighted average common shares outstanding as adjusted for Rayonier special dividend –diluted | 165,134,470 | 159,686,536 | ||
| Pro forma earnings per share – basic: | ||||
| Historical net income from continuing operations attributable to Rayonier | $ | 47,308 | $ | 335,840 |
| Earnings per share as adjusted for Rayonier special dividend - basic | $ | 0.29 | $ | 2.15 |
| Pro forma earnings per share – diluted: | ||||
| Historical diluted net income from continuing operations attributable to Rayonier | $ | 47,885 | $ | 340,350 |
| Earnings per share as adjusted for Rayonier special dividend - diluted | $ | 0.29 | $ | 2.13 |
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| (ii) | EPS calculated for the merger: | |||
|---|---|---|---|---|
| (in thousands, except shares and per share amounts) | Nine Months Ended<br>September 30, 2025 | Year EndedDecember 31, 2024 | ||
| --- | --- | --- | --- | --- |
| Denominator - basic: | ||||
| Weighted average common shares outstanding as adjusted for Rayonier special dividend –<br>basic | 162,021,804 | 156,352,555 | ||
| Issuance of shares to PotlatchDeltic common stockholders as consideration for the merger | 140,556,258 | 140,556,258 | ||
| Issuance of shares for PotlatchDeltic vested compensation awards as consideration for the<br>merger | 1,185,117 | 1,185,117 | ||
| Pro forma weighted average Rayonier common shares outstanding – basic | 303,763,179 | 298,093,930 | ||
| Denominator - diluted: | ||||
| Weighted average common shares outstanding as adjusted for Rayonier special dividend –<br>diluted | 165,134,470 | 159,686,536 | ||
| Issuance of shares to PotlatchDeltic common stockholders as consideration for the merger | 140,556,258 | 140,556,258 | ||
| Issuance of shares for PotlatchDeltic vested compensation awards as consideration for the<br>merger | 1,185,117 | 1,185,117 | ||
| Dilutive effect of Rayonier replacement awards issued for PotlatchDeltic awards | 352,797 | 352,797 | ||
| Pro forma weighted average Rayonier common shares outstanding – diluted | **** | 307,228,642 | **** | 301,780,708 |
| Pro forma earnings per share – basic | ||||
| Pro forma net income (loss) from continuing operations attributable to Rayonier Inc. -<br>basic | $ | 80,146 | $ | 278,924 |
| Pro forma earnings per share - basic | $ | 0.26 | $ | 0.94 |
| Pro forma earnings per share – diluted: | ||||
| Pro forma net income (loss) from continuing operations attributable to Rayonier Inc. -<br>diluted | $ | 80,723 | $ | 283,435 |
| Pro forma earnings per share - diluted | $ | 0.26 | $ | 0.94 |
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