RAYONIER INC

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. 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.

The information set forth in the “Introductory Note” above is incorporated into this Item 2.01 by reference.

At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $1.00 per share, of PotlatchDeltic (“PotlatchDeltic Common Stock”) issued and outstanding immediately prior to the Effective Time (other than certain excluded shares as described in the Merger Agreement) was automatically converted into the right to receive (a) 1.8185 Rayonier Common Shares and (b) $0.61 in cash.

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 “Equity Award Exchange Ratio”); (ii) each outstanding PotlatchDeltic performance share award was converted into a Rayonier restricted stock 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.

In connection with the Merger, Rayonier issued approximately 140.9 million Rayonier Common Shares.

The foregoing description of 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 Exhibit 2.1 to hereto and incorporated herein by reference.

The information set forth in Item 2.01 and Item 5.03 is incorporated into this Item 3.03 by reference.