Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

~~WASHINGTON, D.C.~~ 20549

FORM

~~FORM~~ 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

January 2730, 2026

COMMISSION FILE NUMBER:

~~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

~~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)

~~Telephone Number: (904)~~ 357-9100

Check the appropriate box below if the form

~~Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:~~8-K

filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

Title of each class			Trading Symbol			Exchange
COMMON STOCK, $0.00 PAR VALUE			RYN			New York Stock Exchange

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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))

~~Indicate~~Securities byregistered ~~check~~pursuant ~~mark~~to ~~whether~~Section 12(b) of the ~~registrant~~Securities isExchange anAct ~~emerging growth company as defined in Rule 405~~ of ~~the~~1934: ~~Securities~~

~~Act~~Title of ~~1933~~each ~~(§230.405~~class ofTradingSymbol ~~this~~Exchange ~~chapter)~~Common orShares, ~~Rule~~no ~~12b-2~~par ofvalue, ~~the Securities Exchange Act~~ of ~~1934~~Rayonier ~~(§240~~Inc.~~12b-2~~ ofRYN ~~this~~New ~~chapter).~~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

~~Emerging growth company ☐~~12b-2

of the Securities Exchange Act of 1934

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~~§240. ☐12b-2

of this chapter).

~~Table~~Rayonier ofInc.: ~~Contents~~Emerging growth company ☐ Rayonier, L.P.: Emerging growth company ☐

~~RAYONIER~~If ~~INC~~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.

~~TABLE~~Rayonier OFInc.: ~~CONTENTS~~☐ Rayonier, L.P.: ☐

PAGE

Item 5.07

Submission of Matters to a Vote of Security Holders.

Item 8.01

Other Events.

Item 9.01

Financial Statements and Exhibits.

Signature

Introductory Note

On January 30, 2026 (the “Closing Date”), Rayonier Inc., a North Carolina corporation (“Rayonier”), completed its previously announced

~~Table~~ merger-of ~~Contents~~-equals

transaction with PotlatchDeltic Corporation, a Delaware corporation (“PotlatchDeltic”), pursuant to that certain Agreement and Plan of Merger, dated as of October 13, 2025 (the “Merger Agreement”), by and among Rayonier, Redwood Merger Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Rayonier (“Merger Sub”), and PotlatchDeltic. Pursuant to the terms of the Merger Agreement, PotlatchDeltic merged with and into Merger Sub (the “Merger”), with Merger Sub continuing as the surviving corporation and as a wholly owned subsidiary of Rayonier. Promptly following the completion of the Merger, Rayonier contributed all of the limited liability company interests of Merger Sub to Rayonier, L.P. in exchange for a number of limited partnership interests in Rayonier, L.P. equal to the aggregate number of common shares, without par value, of Rayonier (“Rayonier Common Shares”) issued in the Merger.

Item 52.~~07. Submission~~01 Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

AThe ~~Special~~information Meeting of Shareholders of Rayonier Inc. (“Rayonier” or the “Company”) was held on January 27, 2026 (the “Rayonier special meeting”) to consider certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 13, 2025, by and among Rayonier, PotlatchDeltic Corporation (“PotlatchDeltic”) and Redwood Merger Sub, LLC (“Merger Sub”) pursuant to which, upon the terms and subject to the conditions set forth in the ~~Merger~~“Introductory ~~Agreement,~~Note” ~~PotlatchDeltic~~above ~~will~~is ~~merge~~incorporated ~~with and~~ into ~~Merger~~this ~~Sub~~Item ~~(the~~2.01 ~~“Merger”),~~by ~~with Merger Sub surviving the merger as a wholly owned subsidiary of Rayonier~~reference.

AsAt the effective time of ~~December~~the ~~26,~~Merger ~~2025~~(the “Effective Time”), ~~the~~each ~~record~~share ~~date~~of ~~for~~common ~~the~~stock, ~~Rayonier~~par ~~special~~value ~~meeting~~$1.00 per share, ~~there~~of ~~were~~PotlatchDeltic (“PotlatchDeltic Common Stock”) issued and outstanding ~~161,425,616~~immediately ~~Rayonier~~prior ~~common~~to ~~shares.~~the ~~Two~~Effective ~~proposals~~Time ~~were~~(other ~~voted~~than ~~upon~~certain byexcluded shares as described in the ~~Rayonier~~Merger ~~shareholders~~Agreement) atwas automatically converted into the ~~Rayonier~~right ~~special~~to ~~meeting~~receive (a) 1.8185 ~~The~~Rayonier ~~voting~~Common ~~results~~Shares ofand ~~those~~(b) ~~matters~~$0.61 ~~were~~in ascash. ~~follows:~~

~~Proposal~~Pursuant to the Merger Agreement, at the Effective Time, (i) each outstanding PotlatchDeltic restricted stock unit award was converted into a Rayonier restricted stock unit award, in respect of a number of Rayonier Common Shares equal to the product of the number of shares of PotlatchDeltic Common Stock underlying such award immediately prior to the Effective Time multiplied by 1:.8449 ~~The~~(the “Equity Award Exchange Ratio”); (ii) each outstanding PotlatchDeltic performance share award was converted into a Rayonier ~~Share~~restricted ~~Issuance~~stock ~~Proposal~~unit award, with performance deemed achieved at 100%, 176.19% and 100% of target performance in respect of awards granted in 2024, 2025 and 2026, respectively, adjusted based on the Equity Award Exchange Ratio; (iii) each outstanding PotlatchDeltic stock equivalent unit converted into a Rayonier stock equivalent unit, adjusted based on the Equity Award Exchange Ratio; and (iv) each outstanding PotlatchDeltic stock option was converted into the right to receive a number of Rayonier Common Shares adjusted based on the Equity Award Exchange Ratio, taking into account the applicable PotlatchDeltic stock option’s exercise price. Each converted Rayonier award will otherwise continue to be subject to the same terms and conditions as applied to the corresponding PotlatchDeltic award (excluding any performance-based vesting requirements) in effect immediately prior to the Effective Time.

~~Proposal~~In ~~1 considered at the Rayonier special meeting was a proposal to approve the issuance of Rayonier common shares in~~ connection with the ~~transactions contemplated by the~~ Merger, ~~Agreement (the “~~Rayonier ~~Share~~issued ~~Issuance~~approximately ~~Proposal”)~~140.9 million ~~The~~ Rayonier ~~Share~~Common ~~Issuance~~Shares. ~~Proposal was approved, with the following vote counts:~~

The ~~final~~foregoing ~~voting~~description ~~results~~of ~~were~~the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is included as ~~follows:~~Exhibit 2.1 to hereto and incorporated herein by reference.

				Broker
	Votes For	Votes Against	Abstain	Non-Votes
Rayonier Share Issuance Proposal	133,500,334	8,093,259	280,592	—

Item 3.03

Material Modification to Rights of Security Holders.

~~Proposal~~The information set forth in Item 2:.01 ~~The~~and ~~Adjournment~~Item ~~Proposal~~5.03 is incorporated into this Item 3.03 by reference.

~~Proposal~~Item 25.02 ~~considered~~Departure ~~at the Rayonier special meeting was a proposal to approve the adjournment~~ of ~~the~~Directors ~~Rayonier special meeting, if necessary~~ or ~~appropriate,~~Certain toOfficers; ~~solicit~~Election ~~additional proxies in favor~~ of ~~the~~Directors; ~~Rayonier~~Appointment ~~Share Issuance Proposal if there are insufficient votes at the time~~ of ~~such~~Certain ~~adjournment~~Officers; toCompensatory ~~approve~~Arrangements ~~the Rayonier Share Issuance Proposal (the “Adjournment Proposal”). Given that there was a quorum present and there were sufficient proxies at the time~~ of ~~the~~Certain ~~Rayonier special meeting to approve the Rayonier Share Issuance Proposal, the Adjournment Proposal was not presented at the Rayonier Special Meeting~~Officers.

				Broker
	Votes For	Votes Against	Abstain	Non-Votes
Rayonier Adjournment Proposal	120,392,793	21,153,704	327,688	—

Director Resignations and Appointments

~~Item~~In 8accordance with the director selection process set forth in the Merger Agreement, as of the Effective Time, the Board of Directors of Rayonier (the “Rayonier Board”) was reconstituted so that it consists of (a) four persons who were members of the Rayonier Board immediately prior to the Effective Time, (b) four persons who were members of the Board of Directors of PotlatchDeltic (the “PotlatchDeltic Board”) immediately prior to the Effective Time, (c) Mark McHugh, the Chief Executive Officer of Rayonier, and (d) Eric J.~~01. Other~~ ~~Events~~Cremers, who was the Chief Executive Officer of PotlatchDeltic. As a result, the Rayonier Board now consists of the following ten persons:

OnKeith January 27, 2026, the Company and PotlatchDeltic issued a joint press release announcing the results of their respective special meetings related to the transactions contemplated by the Merger AgreementE. ABass ~~copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.~~

~~Cautionary~~Linda ~~Statement~~M. ~~Regarding~~Breard ~~Forward-Looking Information~~

~~This~~Michael ~~communication contains certain “forward-looking statements” within the meaning of federal securities laws~~J. ~~Words~~Covey 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

1Eric J. Cremers

~~Table~~Gregg ofA. ~~Contents~~Gonsalves

~~the~~Scott 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 operationsR. NoJones 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 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 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~~D. ~~Each~~Mark ofLeland 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.

~~Item~~Mark 9D.~~01. Financial~~ ~~Statements~~McHugh ~~and Exhibits.~~

Exhibit No.						Description
99.1						Press Release, dated as of January 27, 2026
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Ann C. Nelson

2Lenore M. Sullivan

~~Table~~Each of ~~Contents~~Keith E. Bass, Gregg A. Gonsalves, Scott R. Jones, Mark D. McHugh and Ann C. Nelson were members of the Rayonier Board as of immediately prior to the Effective Time and therefore are continuing to serve as directors of the Rayonier Board as of the Effective Time. Each of Linda M. Breard, Michael J. Covey, Eric J. Cremers, D. Mark Leland and Lenore M. Sullivan were members of the PotlatchDeltic Board prior to the Effective Time and were appointed to the Rayonier Board, effective as of the Effective Time.

To reconstitute the Rayonier Board as noted above, on January 30, 2026, prior to the Effective Time, each of V. Larkin Martin, Meridee A. Moore, Matthew J. Rivers and Andrew G. Wiltshire resigned from the Rayonier Board and any and all committees thereof. Such resignations were not the result, in whole or in part, of any disagreement with Rayonier or Rayonier’s management.

In addition, as of the Effective Time, Mr. Cremers was appointed as Executive Chairman of the Rayonier Board for a period of two years, and Mr. Jones was appointed as Lead Independent Director of the Rayonier Board.

As of the Effective Time, the Rayonier Board reconstituted its Audit Committee, Compensation and Management Development Committee and Nominating and Corporate Governance Committee such that the membership of such committees is as described below:


Audit Committee Ann C. Nelson (Chair) Linda M. Breard Gregg A. Gonsalves D. Mark Leland Lenore M. Sullivan		Compensation and Management Development Committee Keith E. Bass (Chair) Linda M. Breard Gregg A. Gonsalves Scott R. Jones D. Mark Leland

Nominating and Corporate Governance Committee Michael J. Covey (Chair) Scott R. Jones Ann C. Nelson Lenore M. Sullivan

As previously described in the joint proxy statement/prospectus included in the registration on Form

S-4

(File

No. 333-292031)

filed by Rayonier with the Securities and Exchange Commission and declared effective on December 23, 2025 (the “Joint Proxy Statement/Prospectus”) under the section entitled “The Merger—Interests of Rayonier’s Directors and Executive Officers in the Merger—Letter Agreement with Mark D. McHugh,” pursuant to that certain letter agreement, dated October 13, 2025, by and between Mr. McHugh and Rayonier (the “McHugh Letter Agreement”), Mr. McHugh will serve as a member of the Board and will be employed as President and Chief Executive Officer of Rayonier for a four-year term following the completion of the Merger. Upon expiration of the four-year term, Mr. McHugh’s employment as President and Chief Executive Officer will continue on an

“at-will”

basis. During the term of the McHugh Letter Agreement, Mr. McHugh will receive an annual base salary of $950,000, will be eligible for an annual cash incentive award with a target opportunity of 150% of his base salary and will be granted annual long-term incentive awards with a grant date fair value of $3,600,000. Mr. McHugh will remain eligible for severance benefits under the Executive Severance Pay Plan upon an involuntary termination following a change in control for the duration of the four-year term.

As previously described in the Joint Proxy Statement/Prospectus under the section entitled “The Merger—Interests of PotlatchDeltic’s Directors and Executive Officers in the Merger—Letter Agreement with Eric J. Cremers,” pursuant to that certain letter agreement, dated October 13, 2025, by and between Mr. Cremers and Rayonier (the “Cremers Letter Agreement”), Mr. Cremers will serve as Executive Chairman of the Board for a

two-year

term following the completion of the Merger. During the term of the Cremers Letter Agreement, Mr. Cremers will receive an annual base salary of $600,000, will be eligible for an annual cash incentive award with a target opportunity of 125% of his base salary and will be granted annual long-term incentive awards with a grant date fair value equal to 300% of his annual base salary beginning in the 2027 fiscal year. In addition, shortly following the Effective Time, in lieu of any payments or benefits that might otherwise be due to Mr. Cremers under PotlatchDeltic’s Severance Program for Executive Employees, Mr. Cremers will be entitled to a

one-time

lump sum cash payment of $6,728,305, and all outstanding equity awards held by Mr. Cremers as of immediately prior to the Effective Time will vest in full.

Other than as described above, there are no other arrangements or understandings between Ms. Breard, Mr. Covey, Mr. Cremers, Mr. Leland and Ms. Sullivan and Rayonier or any other person pursuant to which Ms. Breard, Mr. Covey, Mr. Cremers, Mr. Leland or Ms. Sullivan was appointed as a director of Rayonier. There are no related party transactions between Ms. Breard, Mr. Covey, Mr. Cremers, Mr. Leland or Ms. Sullivan and Rayonier that are required to be disclosed under Item 404(a) of Regulation

S-K.

Officer Appointments

As of the Effective Time, the following persons shall be the executive officers of Rayonier:


• Mark D. McHugh • Eric J. Cremers • Mark R. Bridwell • Ashlee Townsend Cribb • W. Rhett Rogers • Wayne Wasechek • Christopher T. Corr • Robert L. Schwartz • April J. Tice		President and Chief Executive Officer Executive Chairman Executive Vice President, General Counsel and Corporate Secretary Executive Vice President, Wood Products Executive Vice President, Land Resources Executive Vice President and Chief Financial Officer Senior Vice President, Real Estate Development Senior Vice President and Chief Human Resources Officer Senior Vice President and Chief Accounting Officer

Each of Mark D. McHugh, Mark R. Bridwell, W. Rhett Rogers, Christopher T. Corr and April J. Tice were executive officers of Rayonier as of immediately prior to the Effective Time and therefore are continuing to serve as executive officers of Rayonier. Each of Eric J. Cremers, Ashlee Townsend Cribb, Wayne Wasechek and Robert L. Schwartz were executive officers of PotlatchDeltic prior to the Effective Time and became executive officers of Rayonier, effective as of the Effective Time. Information relating to the new executive officers of Rayonier is set forth below:

Eric Cremers

62,

served as President and Chief Executive Officer of PotlatchDeltic from January 2021 until the Effective Time and served as a director on the PotlatchDeltic Board from March 2013 until the Effective Time. He also served as President and Chief Operating Officer of PotlatchDeltic from March 2013 through December 2020, and as Executive Vice President and Chief Financial Officer of PotlatchDeltic from February 2012 to March 2013.

Wayne Wasechek

55, served as Vice President and Chief Financial Officer of PotlatchDeltic from August 2023 until the Effective Time and as Interim Vice President, Chief Financial Officer and Chief Accounting Officer of PotlatchDeltic from April 2023 to August 2023. He also served as Controller and Principal Accounting Officer of PotlatchDeltic from November 2018 to April 2023.

Ashlee Townsend Cribb

57, served as Vice President of Wood Products of PotlatchDeltic from July 2021 until the Effective Time. Prior to joining PotlatchDeltic, Ms. Cribb was Senior Vice President - Chief Commercial Officer at Roseburg Forest Products.

Robert L. Schwartz

, 53, served as Vice President of Human Resources of PotlatchDeltic from 2014 until the Effective Time. He also served as Director, Human Resources, of PotlatchDeltic from 2009-2013.

As previously described in the Joint Proxy Statement/Prospectus under the section entitled “The Merger—Interests of Rayonier’s Directors and Executive Officers in the Merger—New Management Arrangements,” it is currently expected that (i) Mr. Rogers will receive an annual base salary of $525,000, be eligible for an annual cash incentive award with a target opportunity of 100% of his base salary, and be eligible for annual long-term incentive awards with a target grant date fair value of $950,000, (ii) Mr. Bridwell will receive an annual base salary of $500,000, be eligible for an annual cash incentive award with a target opportunity of 75% of his base salary, and be eligible for annual long-term incentive awards with a target grant date fair value of $625,000 and (iii) Ms. Tice will receive an annual base salary of $385,000, be eligible for an annual cash incentive award with a target opportunity of 65% of her base salary, and be eligible for annual long-term incentive awards with a target grant date fair value of $280,000.

Except as described above, there are no other arrangements or understandings between Mr. Cremers, Mr. Wasechek, Ms. Cribb or Mr. Schwartz and Rayonier or any other person pursuant to which Mr. Cremers, Mr. Wasechek, Ms. Cribb or Mr. Schwartz was selected as an officer of Rayonier. There are no family relationships between Mr. Cremers, Mr. Wasechek, Ms. Cribb or Mr. Schwartz and any director or executive officer of Rayonier. There are no related party transactions between Mr. Cremers, Mr. Wasechek, Ms. Cribb or Mr. Schwartz and Rayonier that are required to be disclosed under Item 404(a)

of Regulation S-K.

Entry into Indemnification Agreements

The officers and directors of Rayonier have entered into indemnification agreements with Rayonier, the form of which is attached as Exhibit 10.18 to Rayonier’s Annual Report on Form

10-K

for the fiscal year ended December 31, 2019, filed with the Securities and Exchange Commission on February 24, 2020.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective at the Effective Time, Rayonier amended and restated Rayonier’s bylaws (the “Rayonier Bylaws”) in order to provide, among other things, that Mr. Cremers will serve as the Executive Chair of the Rayonier Board for a term of two years and that Mr. McHugh will serve as the Chief Executive Officer of Rayonier. The Rayonier Bylaws also provide (i) that Mr. Cremers will (1) serve as an executive officer of Rayonier and report directly to the Rayonier Board and (2) have all such powers and perform all such duties as may be assigned by the Rayonier Board and his employment agreement with Rayonier and (ii) that Mr. McHugh will (1) serve as an executive officer of Rayonier and report directly to the Rayonier Board and (2) have all such powers and perform all such duties as may be assigned by the Rayonier Board and his employment agreement with Rayonier.

The Rayonier Bylaws also provide that, prior to the second anniversary of the Effective Time, any resolution or action taken by the Rayonier Board to amend or modify the terms set forth in the paragraph above, including to (1) remove or replace Mr. McHugh as Chief Executive Officer of Rayonier, or (2) remove or replace Mr. Cremers as Executive Chairman of Rayonier, must be adopted or approved by directors representing at least 75% of the then serving directors of the Rayonier Board.

The foregoing description of the Rayonier Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Rayonier Bylaws, which is filed as Exhibit 3.2 hereto and incorporated by reference.

Item 8.01

Other Matters.

On January 30, 2026, Rayonier issued a press release announcing the completion of the previously announced Merger. A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(a)

Financial Statements of Businesses Acquired

Financial statements, to the extent required by this Item 9.01, will be filed by amendment to this Current Report on

Form 8-K no

later than 71 days following the date that this Current Report on

Form 8-K is

required to be filed.

(b)

Pro Forma Financial Information

Financial statements, to the extent required by this Item 9.01, will be filed by amendment to this Current Report on

Form 8-K no

later than 71 days following the date that this Current Report on

Form 8-K

is required to be filed.

(d)

Exhibits.


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated October 13, 2025, by and among Rayonier Inc., Redwood Merger Sub, LLC and PotlatchDeltic Corporation (incorporated by reference to Exhibit 2.1 to Rayonier’s Form 8-K filed on October 14, 2025).†

3.2		Amended and Restated Bylaws of Rayonier Inc.

99.1		Press Release of Rayonier Inc. dated January 30, 2026.

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

†	Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Rayonier hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of ~~1934~~l934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

RAYONIER INC. ~~(Registrant)~~BY: /s/ Mark R. Bridwell Mark R. Bridwell Executive Vice President, General Counsel and Corporate Secretary RAYONIER, L.P. By: RAYONIER INC., its sole general partner BY: /s/ ~~MARK~~Mark R. ~~BRIDWELL~~Bridwell Mark R. Bridwell ~~Senior~~Executive Vice President, General Counsel and Corporate Secretary

January 27 30, 2026

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