Form 8-K/A

8-K/A — RAYONIER INC

Accession: 0000052827-26-000069

Filed: 2026-04-10

Period: 2026-01-30

CIK: 0000052827

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Financial Statements and Exhibits

Documents

8-K/A — ryn-20260130.htm (Primary)

EX-23.1 — EXHIBIT 23.1 (exhibit231kpmgconsent.htm)

EX-99.3 — EXHIBIT 99.3 (exhibit993q32025proformast.htm)

GRAPHIC (kpmgsign.jpg)

GRAPHIC (ryn-20260130_g1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A

8-K/A (Primary)

Filename: ryn-20260130.htm · Sequence: 1

ryn-20260130

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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 ☐

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 9.01

Financial Statements and Exhibits

Signature

EXPLANATORY NOTE

On February 2, 2026, Rayonier, Inc., a North Carolina corporation (“Rayonier”), filed a Current Report on Form 8-K (the “Original Report”) with the U.S. Securities and Exchange Commission. The Original Report disclosed the consummation of the previously announced merger-of-equals transaction with PotlatchDeltic Corporation, a Delaware corporation (“PotlatchDeltic”). This Current Report on Form 8-K/A amends the Original Report to incorporate by reference and file herein the historical and pro forma financial information required by Item 9.01(a) and (b), respectively. Except as provided herein, the disclosures made in the Original Report remain unchanged.

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, updated to reflect final purchase price consideration, is filed as Exhibit 99.3 hereto and incorporated herein by reference.

(d) Exhibits.

Exhibit No. Description

23.1

Consent of KPMG LLP

99.1

Audited consolidated financial statements of PotlatchDeltic as of December 31, 2024 and for each year in the three-year period ended December 31, 2024 (incorporated by reference to Part II, Item 8 of PotlatchDeltic’s Annual Report on Form 10-K filed on February 13, 2025 (File No. 001-32729)).

99.2

Unaudited condensed consolidated financial statements of PotlatchDeltic as of September 30, 2025 and for the periods ended September 30, 2025 and 2024 (incorporated by reference to Part I, Item 1 of PotlatchDeltic’s Quarterly Report on Form 10-Q filed on November 7, 2025 (File No. 001-32729)).

99.3

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.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Table of Contents

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, Chief Accounting Officer

RAYONIER, L.P.

By: RAYONIER INC., its sole general partner

BY: /s/ APRIL TICE

April Tice

Senior Vice President, Chief Accounting Officer

April 10, 2026

EX-23.1 — EXHIBIT 23.1

EX-23.1

Filename: exhibit231kpmgconsent.htm · Sequence: 2

Document

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our reports dated February 13, 2025, with respect to the consolidated financial statements of PotlatchDeltic Corporation, and the effectiveness of internal control over financial reporting, incorporated herein by reference.

Seattle, Washington

April 10, 2026

EX-99.3 — EXHIBIT 99.3

EX-99.3

Filename: exhibit993q32025proformast.htm · Sequence: 3

Document

Exhibit 99.3

Unaudited Pro Forma Condensed Combined Balance Sheet

September 30, 2025

(Dollars in thousands)

Historical

Rayonier

Rayonier special dividend Adjustments Note 4 Rayonier Subtotal

Historical

PotlatchDeltic Reclassified

(Note 2)

Pro Forma

Merger

Adjustments Note 4 Pro Forma Combined

ASSETS

CURRENT ASSETS

Cash and cash equivalents $ 919,582 $ $ (54,492) k $ 865,090 $ $ 88,773 $ (47,254) a $ $ 906,609

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 (54,492) 918,429 255,811 (31,421) 1,142,819

TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION 2,313,047 — 2,313,047 2,317,282 1,256,208 c 5,886,537

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 $ $ (54,492) $ 3,437,397 $ $ 3,173,539 $ 1,370,675 $ $ 7,981,611

LIABILITIES, NONCONTROLLING INTERESTS IN THE OPERATING 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 1,737,067 161,529 k 1,898,596 2,401,789 826,631 j 5,127,016

Retained earnings 514,226 (217,706) k 296,520 (575,134) 534,855 j 256,241

Accumulated other comprehensive income 27,412 — 27,412 80,745 (80,745) 27,412

TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY 2,278,705 (56,177) 2,222,528 1,907,400 1,280,741 j 5,410,669

TOTAL SHAREHOLDERS’ EQUITY 2,278,705 (56,177) 2,222,528 1,907,400 1,280,741 5,410,669

TOTAL LIABILITIES, NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP AND SHAREHOLDERS’ EQUITY $ 3,491,889 $ $ (54,492) $ 3,437,397 $ $ 3,173,539 $ 1,370,675 $ $ 7,981,611

Unaudited Pro Forma Condensed Combined Statements of Income

Nine Months Ended September 30, 2025

(Dollars in thousands, except per share

amounts)

Historical

Rayonier Rayonier special dividend Adjustments Note 5 Rayonier Subtotal Historical

PotlatchDeltic Reclassified

(Note 2) Pro Forma

Merger

Adjustments

Note 5

Pro Forma Combined

SALES $ 366,990 $ — $ 366,990 $ 857,424 $ — $ 1,224,414

Costs and Expenses

Cost of sales (258,984)

—

(258,984) (716,867) (30,563) a

(1,006,414)

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) (31,815) (1,123,501)

OPERATING INCOME 56,314 — 56,314 76,414 (31,815) 100,913

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 (31,815) 70,114

Income tax (expense) benefit (291) — (291) 5,299 1,377 c 6,385

INCOME FROM CONTINUING OPERATIONS $ 47,885 — $ 47,885 $ 59,052 $ (30,438) $ 76,499

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 (30,438) 75,922

EARNINGS PER COMMON SHARE

Basic earnings per share attributable to Rayonier Inc.

d 0.31 d 0.29 — d 0.25

Diluted earnings per share attributable to Rayonier Inc.

d 0.30 d 0.29 — d 0.25

Unaudited Pro Forma Condensed Combined Statements of Income

Year Ended December 31, 2024

(Dollars in thousands, except per share amounts)

Historical

Rayonier Rayonier special dividend Adjustments Note 5 Rayonier Subtotal Historical

PotlatchDeltic Reclassified

(Note 2) Pro Forma

Merger

Adjustments Note 5 Pro Forma Combined

SALES $ 987,929 $ — $ 987,929 $ 1,062,076 $ — $ 2,050,005

Costs and Expenses

Cost of sales (547,582) —

(547,582) (945,672) (27,601)

(1,520,855)

Selling and general expenses (74,439) —

(74,439) (83,940) (55,478)

(213,857)

Other operating (expense) income, net (1,801) — (1,801) 341 — (1,460)

(623,822) — (623,822) (1,029,271) (83,079) (1,736,172)

OPERATING INCOME 364,107 — 364,107 32,805 (83,079) 313,833

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 (83,079) 264,946

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 $ (84,865) $ 277,871

Less: Net (income) loss attributable to noncontrolling interest in the Operating 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 (84,865) 272,851

EARNINGS PER COMMON SHARE

Basic earnings per share attributable to Rayonier Inc. 2.26 d 2.15 — d 0.91

Diluted earnings per share attributable to Rayonier Inc, 2.24 d 2.13 — d 0.92

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.

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

Balance Sheet Line Item

PotlatchDeltic Historical Condensed Consolidated

Balance Sheet Line Items

PotlatchDeltic Historical Condensed Consolidated Balances

as of September 30, 2025

Reclassifications

PotlatchDeltic Adjusted

Historical Condensed Consolidated Balance Sheet

as of September 30, 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 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 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 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 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 income 80,745 — 80,745

Retained earnings Accumulated deficit (575,134) — (575,134)

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

Statement of Income Line Items

PotlatchDeltic

Historical Condensed Consolidated

Statement of Operations Line Items

PotlatchDeltic

Historical Condensed Consolidated Statements of Operations for the nine months ended September 30, 2025

Reclassifications

PotlatchDeltic Adjusted Historical

Condensed Consolidated Statement of Income

for the nine months ended September 30, 2025*

Sales Revenues1 $ 857,424 $ — $ 857,424

Cost of sales Cost of goods sold 716,867 — 716,867

Selling and general expenses Selling, general and administrative 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.

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

Statement of Income Line Items

PotlatchDeltic

Historical Condensed Consolidated

Statement of Operations Line Items

PotlatchDeltic

Historical Condensed Consolidated Statements of Operations for the year ended December 31, 2024

Reclassifications

PotlatchDeltic Adjusted Historical

Consolidated Statement of Income

for the year ended December 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 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.

Note 3 – Preliminary Allocation of Purchase Consideration

The following table summarizes the preliminary estimated merger consideration:

In thousands, except shares and per share data

Amount

Equity consideration:

Shares of PotlatchDeltic common stock issued and outstanding immediately prior to the merger (i)

77,466,233

Adjusted Exchange Ratio (ii)

1.8185

Number of Rayonier common shares to be issued in the merger (iii)

140,872,344

Price per share of Rayonier common shares as of January 30, 2026

$ 22.74

Estimated fair value of Rayonier common shares issued

$ 3,203,437

Cash consideration

Fair value of consideration in connection with the cash paid for the Rayonier special dividend

47,254

Estimated fair value of preliminary cash and equity purchase consideration

$ 3,250,691

Fair value of Rayonier replacement awards for vested portions of PotlatchDeltic awards (iv) 24,983

Estimated fair value of preliminary purchase consideration $ 3,275,674

(i)Based on shares of PotlatchDeltic common stock issued and outstanding as of January 30, 2026.

(ii)The Adjusted Exchange Ratio is calculated pursuant to the merger agreement by adjusting the Exchange Ratio to 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 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)Number of Rayonier common shares issued in the merger. Excludes cash in lieu of fractional shares of 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 such equity compensation awards represents consideration transferred, while the remaining portion represents post-merger compensation expense based on the vesting terms of the awards.

Pursuant to the terms of the merger agreement, the consideration received by PotlatchDeltic’s common stockholders included a cash component to reflect the cash issued in connection with the Rayonier special dividend, with PotlatchDeltic’s common stockholders having received 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 fair value of the preliminary purchase consideration reflects the actual amount of cash elected by Rayonier shareholders for the Rayonier special dividend.

Under the acquisition method of accounting, the total purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their preliminary 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 $22.74 on January 30, 2026. 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.

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

3,573,490

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

3,275,674

Estimated fair value of preliminary purchase consideration

$ 3,275,674

Note 4 – Rayonier Special Dividend and Merger Transaction Adjustments to the Unaudited Pro Forma Condensed Combined Balance 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 determining the fair value of the inventory, Rayonier utilized valuation methodologies, including an analysis of the average market lumber prices. The fair value calculations are preliminary and subject to change after Rayonier finalizes its review 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 determining the fair value of the timberlands, Rayonier utilized valuation methodologies, including a discounted cash flow analysis. 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 PotlatchDeltic’s timberlands.

d.Reflects an adjustment to increase the basis in the acquired real estate development investments to estimated fair value. In determining the fair value of the real estate development investments, Rayonier utilized valuation methodologies, including sales comparison and a discounted cash flow analysis. 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 PotlatchDeltic’s real estate development investments.

e.Reflects an adjustment to increase the basis in the acquired property, plant and equipment to estimated fair 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 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 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):

Preliminary Fair Value Estimated Useful 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 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 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 September 30, 2025.

h.Reflects an adjustment to Other current liabilities that consists of the following components:

(1)The accrual of estimated one-time merger costs of $33.6 million expected to be incurred by Rayonier after 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) for additional information.

(3)An adjustment of $2.1 million to increase the current portion of the carrying values of the acquired operating 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:

(1)An adjustment of $2.0 million to increase the basis in the acquired operating and finance lease liabilities at 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 value adjustment to certain PotlatchDeltic’s assets and liabilities.

j.The following represents the pro forma adjustments to equity, including the elimination of the historical equity of PotlatchDeltic (in thousands):

Common Shares

Retained earnings

Accumulated other comprehensive income (loss)

Elimination of PotlatchDeltic’s historical equity

$ (2,401,789) $ 575,134 $ (80,745)

Issuance of shares of Rayonier’s common stock

3,203,437 — —

Fair value of Rayonier replacement awards for vested PotlatchDeltic awards 24,983 — —

Impact to retained earnings from recording one-time estimated merger costs

— (33,550) —

Impact of one-time payment to PotlatchDeltic CEO — (6,729) —

$ 826,631 $ 534,855 $ (80,745)

k.The Rayonier special dividend of $1.40 per share, was paid on December 12, 2025 to shareholders of record on October 24, 2025, following the taxable gains generated from the sale of its New Zealand joint venture. The dividend was distributed in a mix of cash and common shares, with the cash portion capped at 25% in total and the remaining 75% delivered in common shares. Shareholders elected to receive the dividend entirely in cash or entirely in common shares; however, because the total cash elections exceeded 25%, the cash was prorated, and each cash-electing shareholder received approximately $0.35 in cash per share. Shareholders who did not make an election automatically received 25% cash and 75% Rayonier common shares. The following represents the pro forma adjustments to equity and assets, resulting from the Rayonier special dividend (in thousands):

Cash and cash equivalents

Noncontrolling Interests in the Operating Partnership

Common Shares

Retained earnings

Pro forma impact from recording the Rayonier special dividend

($54,492) $1,685 $161,529 ($217,706)

Note 5 – Rayonier Special Dividend and Merger Transaction Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Income

a.Reflects adjustments to Cost of goods sold for the nine months ended September 30, 2025 and the year ended December 31, 2024. These adjustments consist of the following components:

(1)An adjustment of $25.2 million and $36.2 million for the nine months ended September 30, 2025, and 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 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 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 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 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 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 December 31, 2024.

(3)An adjustment to reflect the following post-combination compensation expense (in thousands):

Nine Months Ended

September 30, 2025

Year Ended

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 (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 post-combination equity compensation expense related to replacement awards issued to continuing employees pursuant to the merger agreement.

(ii)Reflects the estimated post-combination compensation expense associated with employee retention awards for both PotlatchDeltic and Rayonier employees, which are vesting over one- to two-year service periods.

(iii)Pursuant to the Cremers Agreement, Mr. Cremers received a one-time cash payment of $6.7 million following the merger date.

c.Rayonier intends to continue to qualify as a REIT under the requirements of the Code, and as a result, 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 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 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 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 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):

(i)EPS calculated for the issuance of the Rayonier special dividend:

(in thousands, except shares and per share amounts)

Nine Months Ended September 30, 2025

Year Ended December 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 7,510,443 7,510,443

Weighted average Rayonier common shares outstanding as adjusted for Rayonier special dividend – basic

162,019,550 156,350,301

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 7,510,443 7,510,443

Incremental Operating Partnership units issued for Rayonier special dividend 78,321 78,321

Weighted average common shares outstanding as adjusted for Rayonier special dividend – diluted

165,132,201 159,684,267

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

(ii)EPS calculated for the merger:

(in thousands, except shares and per share amounts)

Nine Months Ended September 30, 2025

Year Ended December 31, 2024

Denominator – basic:

Weighted average common shares outstanding as adjusted for Rayonier special dividend – basic 162,019,550 156,350,301

Issuance of shares to PotlatchDeltic common stockholders as consideration for the merger 140,872,344 140,872,344

Issuance of shares for PotlatchDeltic vested compensation awards as consideration for the merger 1,064,024 1,064,024

Pro forma weighted average Rayonier common shares outstanding – basic 303,955,918 298,286,669

Denominator – diluted:

Weighted average common shares outstanding as adjusted for Rayonier special dividend – diluted 165,132,201 159,684,267

Issuance of shares to PotlatchDeltic common stockholders as consideration for the merger 140,872,344 140,872,344

Issuance of shares for PotlatchDeltic vested compensation awards as consideration for the merger 1,064,024 1,064,024

Dilutive effect of Rayonier replacement awards issued for PotlatchDeltic awards 363,486 363,486

Pro forma weighted average Rayonier common shares outstanding – diluted 307,432,055 301,984,121

Pro forma earnings per share – basic

Pro forma net income (loss) from continuing operations attributable to Rayonier Inc. – basic $ 75,922 $ 272,851

Pro forma earnings per share – basic $ 0.25 $ 0.91

Pro forma earnings per share – diluted:

Pro forma net income (loss) from continuing operations attributable to Rayonier Inc.– diluted $ 76,499 $ 277,362

Pro forma earnings per share– diluted $ 0.25 $ 0.92

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