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RAYONIER ADVANCED MATERIALS INC.

For the period ended May 14, 2025. Filed Mar 31, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 14, 2025 · Filed Mar 31, 2025

RYAM$5.90-9.1%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

RAYONIER ADVANCED MATERIALS INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Lisa M.

Palumbo

Chair of the Board

Dear Stockholder:

The year 2024 marked a transformative chapter in our journey at RYAM, with remarkable achievements and strategic milestones that position us for an even brighter future. Your trust and support have been instrumental in this success.

RYAM delivered strong financial results in 2024, strengthening our balance sheet and enhancing our financial flexibility. We achieved significant debt reduction and maintained steady progress toward our long-term leverage targets.

These financial gains were complemented by strategic investments of $33 million in three key areas: biomaterials expansion, quick-return operational projects, and corporate systems. These investments reflect our commitment to operational excellence, disciplined growth, and innovation.

Our core High Purity Cellulose (HPC) business strengthened as we advanced our “Value over Volume” strategy, optimized our HPC sales mix, and benefited from improved industry supply-demand dynamics. This contributed to meaningful improvements in profitability and margin expansion.

Our biomaterials growth strategy also advanced in 2024, leveraging our global infrastructure to deliver renewable, high-value solutions. We attained significant milestones in key biomaterials projects, highlighted by the successful start-up and commercial operation of our France bioethanol plant. To further accelerate growth, we launched and capitalized RYAM BioNova S.A.S. on attractive terms.

Safety and sustainability remained central to RYAM’s mission. In 2024, we reduced our injury incident rate by 30%, and we published our 2023 Sustainability Report highlighting progress toward our greenhouse gas reduction targets along with our broader environmental commitments.

Thank you for your investment in and continued support of RYAM. As we enter 2025, RYAM is well-positioned to build on our successes, drive innovation, and achieve sustainable growth.

LISA M. PALUMBO

Chair of the Board

March 31, 2025

Corporate Headquarters

1301 Riverplace Boulevard

Suite 2300

Jacksonville, Florida 32207

March 31, 2025

Notice of 2025 Annual Meeting

TO OUR STOCKHOLDERS:

Notice is hereby given that the 2025 Annual Meeting of Stockholders of Rayonier Advanced Materials Inc., a Delaware corporation, will be held at the DoubleTree Hotel, 1201 Riverplace Boulevard, Jacksonville, Florida on Wednesday, May 14, 2025, at 5:30 p.m. Eastern Time, to:

1)Elect the Board’s three nominees for Class II directors for terms expiring in 2028
2)Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors
3)Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate the supermajority voting provisions
4)Approve, in a non-binding vote, the compensation of our named executive officers as disclosed in the accompanying Proxy Statement
5)Approve the Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan, as Amended and Restated
6)Ratify the appointment of Grant Thornton as our independent registered public accounting firm for 2025
7)Act upon such other matters as may properly come before the meeting

All stockholders holding Rayonier Advanced Materials Common Stock of record at the close of business on March 17, 2025, are entitled to vote at the meeting.

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE PROMPTLY SUBMIT YOUR PROXY OR VOTING INSTRUCTION. Most stockholders have a choice of voting over the Internet, by telephone or by using a traditional proxy card. Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to determine which voting methods are available to you. We urge you to complete and submit your proxy electronically or by telephone (if those options are available to you) as a means of helping the Company conserve natural resources and reduce expenses related to the meeting.

Please be aware that, if you own shares in a brokerage account, you must instruct your broker on how to vote your shares. New York Stock Exchange rules do not allow your broker to vote your shares without your instructions on any of the proposals except the ratification of the appointment of the Company’s independent registered public accounting firm. Please exercise your right as a stockholder to vote on all proposals, including the election of directors, by instructing your broker by proxy.

We urge you to vote your stock, by any of the available methods, at your earliest convenience.

By:
R. Colby Slaughter Corporate Secretary

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