8-K filed February 2, 2026, 6:59 PM ET CIK 0001806931

M&A confidence high sentiment positive materiality 1.00

Rayonier closes merger-of-equals with PotlatchDeltic; combined entity owns 4M+ acres

Rayonier, L.P.

Each PotlatchDeltic share converted into 1.8185 Rayonier shares plus $0.61 cash.
Rayonier issued ~140.9M shares to complete the merger.
New 10-member board includes 5 legacy Rayonier and 5 legacy PotlatchDeltic directors.
Mark McHugh remains CEO ($950k base, 150% target bonus); Eric Cremers named Executive Chairman for 2 years ($600k base).
Combined company keeps Rayonier name and RYN ticker; new name expected in Q1 2026.

item 2.01 item 3.03 item 5.03 item 5.02 item 8.01 item 9.01

Machine-readable event card

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accession: 0001193125-26-032194
form_type: 8-K
ticker: null
cik: 0001806931
company_name: Rayonier, L.P.
filed_at: 2026-02-02T23:59:59+00:00
discovered_at: 2026-05-14T18:02:36.248028+00:00
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Source-grounded claims

b658ca729b709cccd6832594583865b67a36cb14

Rayonier, L.P.: Rayonier amended and restated its bylaws effective at the Effective Time to provide for Executive Chair and CEO roles, specific duties, and a 75% board vote requirement for removal or replacement of those officers before the second anniversary.

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.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

2ae981aaca10cc898b3fe1b63347301fa5ae28df

Rayonier, L.P. underwent a change of control involving PotlatchDeltic Corporation (closed 2026-01-30).

On January 30, 2026 (the "Closing Date"), Rayonier Inc., a North Carolina corporation ("Rayonier"), completed its previously announced merger-of-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.

SEC 8-K Item 2.01/5.01 confidence 0.99 SEC evidence

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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.

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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.

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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.

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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.

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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.

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On January 30, 2026 (the "Closing Date"), Rayonier Inc., a North Carolina corporation ("Rayonier"), completed its previously announced merger-of-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.

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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.

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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.

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Source: SEC EDGAR

accession 0001193125-26-032194

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