Form 8-K

8-K — RAYONIER ADVANCED MATERIALS INC.

Accession: 0001140361-26-025848

Filed: 2026-06-22

Period: 2026-06-22

CIK: 0001597672

SIC: 2611 (PULP MILLS)

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ef20076543_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ef20076543_ex99-1.htm)

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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)

June 22, 2026

COMMISSION FILE NUMBER 001-36285

Incorporated in the State of Delaware

I.R.S. Employer Identification Number 46-4559529

Rayonier Advanced Materials Inc.

1301 Riverplace Boulevard,

Jacksonville, Florida 32207

(Principal Executive Office)

Telephone Number: (904) 357-4600

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 Act:

Title of Each Class

Trading Symbol

Name of Exchange on which

Registered

Common Stock, $0.01 par value

RYAM

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).

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 ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain

Officer.

Effective June 22, 2026, the Board of Directors (the “Board”) of Rayonier

Advanced Materials Inc. (“RYAM” or the “Company”) appointed Daniel M. Krawczyk as Chief Executive Officer and President of the Company. Effective at the same time, the Board also appointed Mr. Krawczyk to serve as a Class III director of the

Board, with a term expiring at the Company’s 2029 annual meeting of stockholders, thereby filling the existing vacancy on the Board.

Mr. Krawczyk, age 56, was the President of Huber Engineered Materials since November 2017, where he led the growth and operational transformation of a $1.3 billion

global industrial and specialty chemicals portfolio. Prior to that time, he served as Executive Vice President, Strategy and Corporate Development at J.M. Huber Corp. from July 2013 to November 2017. He also previously served as Chief

Financial Officer and Executive Vice President of Gibson Guitar Corp. and as Global Vice President, Strategic Marketing and Business Development of Belden Inc. Prior to his time at Belden, Mr. Krawczyk held financial and operational leadership

roles at DTE Energy, Delphi Automotive and Ford Motor Company. Mr. Krawczyk earned an M.B.A., as well as an M.S. and a B.S. in Electrical Engineering, from the University of Michigan.

Prior to Mr. Krawczyk’s appointment, the Board had formed an interim Office of the Chief Executive Officer, comprising current executives including Marcus J.

Moeltner, Chief Financial Officer and Senior Vice President of Finance; Michael Osborne, Vice President of Manufacturing Operations; Christian Ribeyrolle, Senior Vice President of Biomaterials; and R. Colby Slaughter, Senior Vice President,

General Counsel and Corporate Secretary. Members of the now

disbanded Office of the CEO will continue in their prior roles and will work

closely with Mr. Krawczyk to continue to execute RYAM’s business priorities as

part of the senior leadership team. Following his appointment, Mr. Krawczyk will serve as the Company’s principal executive officer.

There are no arrangements or understandings between Mr. Krawczyk and any other person pursuant to which he was appointed to his position. Mr. Krawczyk does not

have a family relationship with any director or executive officer of the Company and does not have any direct or indirect interest in any transaction in which the Company is a participant that is required to be reported in this Current Report

on Form 8-K under Item 404(a) of Regulation S-K.

Effective June 22, 2026, in connection with Mr. Krawczyk’s appointment as Chief Executive Officer and President, the Company entered into an offer letter with Mr.

Krawczyk. Pursuant to the terms of the offer letter, Mr. Krawczyk will receive an annual base salary of $1,000,000 and is eligible to participate in the Company’s Annual Cash Incentive Program under the Corporate Bonus Plan with a target bonus

of 100% of Mr. Krawczyk’s base salary earned for the applicable year and a potential payout between 0 and 200% of target; the bonus for 2026 will be prorated. Mr. Krawczyk is also eligible to receive long-term incentive awards with the grant

date value of his equity grant being $3,300,000, comprised of restricted stock units (“RSUs”), performance share units (“PSUs”) and performance cash units (“PCUs”). For fiscal year 2026, RSUs that cliff-vest on March 1, 2029 will be 30% of the

award, PSUs will be 35% of the award, and PCUs will be 35% of the award, and all governed by the 2026 Long-Term Incentive Program; the PSUs and PCUs will vest and be paid following the completion of a three-year performance period as provided

in the applicable award agreement. Mr. Krawczyk will also receive a $750,000 sign-on bonus, to be paid in three equal installments over the first year of employment. The sign-on bonus is subject to clawback in connection with a termination

for cause, or resignation without good reason, within two years following his first day of employment, and any unpaid amount is subject to accelerated payment upon a change in control of the Company. In addition, Mr. Krawczyk will receive

assistance with relocation to the Jacksonville, Florida area and other customary benefits, including participation in the Company’s severance plans.

In addition, in connection with the commencement of his employment, the Company will grant Mr. Krawczyk an inducement award of leveraged performance units (“LPUs”)

in the target amount of $1,750,000, as a material inducement to his joining the Company as Chief Executive Officer in accordance with NYSE Listed Company Manual Rule 303A.08. The inducement award consists of LPUs that are eligible to vest only

upon the third anniversary of the grant date, subject to Mr. Krawczyk’s continued employment through the end of such period (or if later, the Compensation Committee’s certification of the number of LPUs earned). The actual number of LPUs

earned is based on share price growth from the “grant date share price” compared against the “measurement date share price” determined based on the average of the closing market price of Company stock on the last 20 trading days preceding the

grant date and preceding the measurement date at the end of the three-year measurement period, respectively. If the share price growth is less than 25%, no LPUs will vest; if such growth is at the threshold level of 25%, 50% of the LPUs vest;

if such growth is at the target level of 50%, 100% of the LPUs vest; and if such growth is at the maximum level of 100%, 250% of the LPUs vest, with interpolation between threshold and target, and target and maximum. The number of earned LPUs

will be subject to a value cap of 15x the initial grant value. Any shares issued upon vesting will be subject to a one-year post-vesting holding requirement. The award agreement also provides for certain vesting and payout treatment in

connection with specified terminations of employment and change in control events.

The foregoing description of the offer letter does not purport to be complete and is qualified in its entirety by reference to the offer letter, a copy of which

will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 27, 2026.

The Company will enter into an Indemnification Agreement with Mr. Krawczyk in substantially the form of the Form Indemnification Agreement for Directors and

Officers filed by the Company with the Securities and Exchange Commission on May 29, 2014 as an exhibit to Amendment No. 4 to the Company’s Registration Statement on Form 10.

Item 7.01 Regulation FD

Disclosure.

On June 22, 2026, the Company issued a press release announcing the appointment of Mr. Krawczyk as President and Chief Executive Officer, the appointment of Mr.

Krawczyk to the Company’s Board of Directors, and certain other matters described therein. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and

Exhibits.

99.1

Press release dated June 22, 2026

104

Cover page interactive data file (embedded within the Inline XBRL document)

Signature

Pursuant to the requirements of the Securities Exchange Act of l934, the registrant has duly caused this Report to be signed on its behalf by the

undersigned hereunto duly authorized.

Rayonier Advanced Materials Inc.

By:

/s/ R. COLBY SLAUGHTER

R. Colby Slaughter

Senior Vice President, General Counsel and Corporate Secretary

Date: June 22, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ef20076543_ex99-1.htm · Sequence: 2

Exhibit 99.1

For Immediate Release

NEWS RELEASE

Contacts:

Media

Ryan Houck

904-357-9134

Investors

Daniel Bradley

904-549-7396

Rayonier Advanced Materials Announces the Appointment of Daniel M. Krawczyk as Chief Executive Officer; Company Continues Comprehensive Review of

Strategic Alternatives

JACKSONVILLE, Fla. – June 22, 2026 – Rayonier Advanced Materials (NYSE: RYAM) announced today that the Board of Directors has appointed Daniel M. Krawczyk as Chief

Executive Officer and President, effective immediately. He will also join the Company’s Board of Directors. Mr. Krawczyk will be responsible for leading RYAM’s operations and business activities while working closely with the Board and its external

advisors as part of RYAM’s exploration of strategic alternatives to maximize shareholder value.

Mr. Krawczyk most recently served as President of Huber Engineered Materials, where he led the growth and operational transformation of a $1.3 billion global industrial and

specialty chemicals portfolio. Over the past decade he repositioned and focused the business for long-term value creation, accelerating its transformation by executing more than $2 billion in mergers, acquisitions and divestitures. His prior

experience spans CFO and senior executive roles in corporate development, strategy, and capital markets across both private and public companies.

The Board continues to actively evaluate a broad range of strategic alternatives with the assistance of Morgan Stanley. The review process is well underway, and the Board

is actively advancing the process with urgency and discipline. The Board’s appointment of a new Chief Executive Officer further sharpens the focus on both the business and the strategic review. No conclusions have been reached, and the appointment

should not be viewed as signaling any particular outcome of the review. The Board remains committed to pursuing the path that it believes will maximize shareholder value.

Julie A. Dill, Non-Executive Chair of RYAM’s Board of Directors, stated, “Dan is a highly accomplished executive with a strong track record of strategic transformation,

operational execution and value creation. His experience leading complex industrial businesses and executing significant portfolio-shaping transactions makes him uniquely qualified to lead RYAM during this important period. The Board is confident

that Dan has the experience and drive to execute the strategic path that best serves RYAM’s stockholders.”

“I am honored to lead the exceptional team at RYAM during this important time for the Company,” said Mr. Krawczyk. “I look forward to working with the Board, its advisors

and the management team to ensure a rigorous evaluation of strategic alternatives intended to maximize value for our stockholders. At the same time, we will continue to focus on delivering positive free cash flow, extending our leadership in

Cellulose Specialties, and driving EBITDA improvement across every business – all while delivering leading products to our customers and running our operations safely and efficiently.”

Prior to Mr. Krawczyk’s appointment, the Board had formed an interim Office of the Chief Executive Officer, comprising current executives including Marcus J. Moeltner,

Chief Financial Officer and Senior Vice President of Finance; Michael Osborne, Vice President of Manufacturing Operations; Christian Ribeyrolle, Senior Vice President of Biomaterials; and R. Colby Slaughter, Senior Vice President, General Counsel and

Corporate Secretary. Members of the now disbanded Office of the CEO will continue in their prior roles and will work closely with Mr. Krawczyk to continue to execute RYAM’s business priorities as part of the senior leadership team.

Daniel M. Krawczyk Biography

Daniel (“Dan”) Krawczyk previously served as President of Huber Engineered Materials (HEM) at the J.M. Huber Corporation, where he oversaw three business units including

Huber Advanced Materials (HAM), Huber Specialty Minerals (HSM) and Huber AgroSolutions (HAS). Krawczyk was instrumental in reshaping HEM and accelerating its growth through numerous strategic initiatives. He was a member of the HEM Board of Directors

and served on the Huber Management Council.

Before taking on the leadership role at HEM, Krawczyk served as Executive Vice President (EVP) of Corporate Strategy & Business Development for the J.M. Huber

Corporation starting in 2013. As an integral member of the Huber leadership team, Krawczyk worked directly with management and the Huber Board of Directors to shape the Company’s strategic direction. His responsibilities included working

collaboratively across the Huber portfolio to determine the best capital deployment for the Company to achieve its long-term strategic objectives.

Krawczyk has the distinction of having served on the Management Boards of all of Huber’s core businesses. Before joining the HEM Board, he served on the Board of Huber

Engineered Woods, as well as the CP Kelco Board while the organization was under Huber’s ownership.

Before joining Huber, Krawczyk served as EVP & Chief Financial Officer of Gibson Guitar Corporation. He also was Global VP of Business Development & Strategic

Marketing for Belden and has held financial and operational leadership roles at DTE Energy, Delphi Automotive and Ford Motor Company.

He brings more than 30 years of experience in industrial and consumer products, including expertise in financial management, strategy and corporate development, marketing

and operations.

Krawczyk received an MBA, as well as an MS and BS in Electrical Engineering, from the University of Michigan.

About RYAM

RYAM is a global leader of high purity cellulose commonly used in the production of filters, food, pharmaceuticals, high performance plastics, propellants and various

other industrial applications. RYAM’s specialized assets, capable of creating the world’s leading cellulose specialties products, are also used to produce cellulose viscose pulp, cellulose fluff pulp, paperboard, high yield pulp and various

value-added co-products, including biofuels, bioelectricity and lignin. With manufacturing operations in the U.S., Canada and France, RYAM generated $1.5 billion of revenue in 2025. More information is available at www.RYAM.com.

FORWARD-LOOKING STATEMENTS

Certain statements in this press release may constitute forward-looking statements within the meaning of the federal securities laws, including Section 27A of the

Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which can be identified by words such as “may”, “intend”, “believe”, “expect”, “anticipate”, “continue”, or other comparable words and references

to future periods. These statements involve a number of risks and uncertainties and RYAM cautions that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in

the forward-looking information. Readers are urged to carefully review and consider the various disclosures, including but not limited to risk factors contained in RYAM’s Annual Report on Form 10-K and its quarterly reports on Form 10-Q, as well as

other filings with the securities commissions.

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