Material Event (Form 8-K)

As previously disclosed, on October 13, 2025, Rayonier Inc., a North Carolina corporation (" "), entered into an Agreement and Plan of Merger (the " ") with PotlatchDeltic Corporation, a Delaware corporation (" "), and Redwood Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Rayonier (" "). Pursuant to the terms of the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, PotlatchDeltic will merge with and into Merger Sub (the " "), with Merger Sub surviving the Merger as a direct, wholly owned subsidiary of Rayonier.

On December 10, 2025, Rayonier filed a registration statement on Form (the " ") with the SEC, which includes a prospectus with respect to the Rayonier common shares to be issued in the Merger and a joint proxy statement for Rayonier's and PotlatchDeltic's respective shareholders and stockholders. The Registration Statement was declared effective on December 23, 2025, and Rayonier filed a final prospectus on December 23, 2025, and PotlatchDeltic filed a definitive proxy statement on December 23, 2025 (together, the " ").

Each of Rayonier and PotlatchDeltic will hold a special meeting of its shareholders and stockholders, respectively, on January 27, 2026 in connection with the transactions contemplated by the Merger Agreement as further described in the Joint Proxy Statement/Prospectus.

Litigation Related to the Merger

As of the date of this Current Report on Form to Rayonier's knowledge, three complaints challenging the Merger have been filed (each, a " " and, collectively, the " ") following the announcement of the Merger. The Lawsuit captioned v. (No. was filed in the Superior Court of the State of Washington, Spokane County. The Lawsuits captioned v. . (No. 650070/2026) and v. (No. 650168/2026) were filed in New York Supreme Court, New York County. In addition, Rayonier and PotlatchDeltic have each received demand letters from certain purported shareholders of Rayonier and stockholders of PotlatchDeltic, as applicable, that allege deficiencies and/or omissions in the Joint Proxy Statement/Prospectus (collectively, the " " and together with the Lawsuits, the " "). The Matters each allege that, among other things, the Joint Proxy Statement/Prospectus contains certain disclosure deficiencies and/or incomplete information regarding the Merger and seek additional disclosures to remedy these purported deficiencies. Rayonier and PotlatchDeltic believe that the allegations in the Matters are without merit. There can be no assurances that additional lawsuits or demands will not be filed or made against Rayonier and/or PotlatchDeltic with respect to the Merger. If this occurs, neither Rayonier nor PotlatchDeltic will necessarily announce them.

Rayonier and PotlatchDeltic believe that the disclosures set forth in the Joint Proxy Statement/Prospectus comply with applicable law and exchange rules and that no further disclosure beyond that already contained in the Joint Proxy Statement/Prospectus is required under applicable law or exchange rules. However, in order to moot such disclosure claims, to avoid nuisance, cost and distraction, and to preclude any efforts to delay the completion of the Merger, and without admitting any culpability, liability or wrongdoing and without admitting the relevance or materiality of such disclosures, Rayonier and PotlatchDeltic are voluntarily supplementing the Joint Proxy Statement/Prospectus with the disclosures set forth below (the " "). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, Rayonier and PotlatchDeltic specifically deny all allegations in the Matters, including that any additional disclosure was or is required.

Supplemental Disclosures to the Joint Proxy Statement/Prospectus

The Supplemental Disclosures should be read in connection with the Joint Proxy Statement/Prospectus, which should be read in its entirety, including all risk factors and cautionary notes contained therein. All page references are to pages in the Joint Proxy Statement/Prospectus, and terms used below, unless otherwise defined, have the meanings set forth in the Joint Proxy Statement/Prospectus. For clarity, new text within restated paragraphs from the Joint Proxy Statement/Prospectus is highlighted with , while deleted text is .

The second and third sentences in the final paragraph on page 95 under "The Opinion of Morgan Stanley & Co. LLC, Rayonier's Financial Advisor-Discounted Cash Flow Analysis" are hereby amended and supplemented as follows:

Morgan Stanley applied a range of perpetuity growth rates of 3.50% to 4.00% to derive a range of estimated terminal values and a discount rate of 7.0% (reflecting a midpoint of the range of estimated weighted average cost of capital for PotlatchDeltic of 6.3% to 7.8%) to the projected unlevered free cash flows and the range of estimated terminal values. The discounted cash flow analysis for PotlatchDeltic indicated an implied per share illustrative value range, rounded to the nearest $0.05, of $81.65 to $95.25 for PotlatchDeltic common stock .

The second and third sentences in the first full paragraph on page 96 under "The Opinion of Morgan Stanley & Co. LLC, Rayonier's Financial Advisor-Discounted Cash Flow Analysis" are hereby amended and supplemented as follows:

Morgan Stanley applied a range of perpetuity growth rates of 3.50% to 4.0% to derive a range of estimated terminal values and a discount rate of 6.7% (reflecting a midpoint of the range of estimated weighted average cost of capital for Rayonier of 5.9% to 7.6%) to the projected unlevered free cash flows and the range of estimated terminal values. The discounted cash flow analysis for Rayonier indicated an implied per share illustrative value range, rounded to the nearest $0.05, of $47.55 to $55.80 for the Rayonier common shares .

The final bullet point on page 97 under "The Opinion of Morgan Stanley & Co. LLC, Rayonier's Financial Advisor-Other Analyses and Information" is hereby amended and supplemented as follows:

. Morgan Stanley reviewed sell-side analyst price targets for the Rayonier common shares and PotlatchDeltic common stock published by seven equity research analysts from August 8, 2025 to September 29, 2025 for Rayonier and from July 29, 2025 to September 29, 2025 for PotlatchDeltic. These targets generally reflect each analyst's estimate of the future public market trading price per share and were not discounted to reflect present values. The range of undiscounted price targets was $27.00 to $37.00 for the Rayonier common shares and $45.00 to $55.00 for PotlatchDeltic common

stock. These ranges were also discounted to present value by applying, for a discount period, an illustrative discount rate of 7.7%, for Rayonier and 8.6% for PotlatchDeltic (which were selected by Morgan Stanley based on Rayonier's and PotlatchDeltic's respective assumed cost of equity). The range of discounted price targets was $25.05 to $34.35 for the Rayonier common shares and $41.45 to $50.65 for PotlatchDeltic common stock. The price targets published by equity research analysts do not necessarily reflect current market trading prices for the shares and these estimates are subject to uncertainties, including the future financial performance of the subject companies and future financial market conditions.

The fourth and fifth paragraphs on page 101 under "Opinion of BofA Securities, Inc., PotlatchDeltic's Financial Advisor-PotlatchDeltic Financial Analyses-Selected Publicly Traded Companies Analysis" is hereby amended and supplemented as follows:

BofA Securities reviewed publicly available financial and stock market information for PotlatchDeltic and the following two publicly traded companies in the timberlands and real estate sector (the "PotlatchDeltic timberlands and real estate selected companies")

BofA Securities also reviewed publicly available financial and stock market information for the following four publicly traded companies in the wood products sector (the "PotlatchDeltic wood products selected companies" and, together with the PotlatchDeltic timberlands and real estate selected companies, the "PotlatchDeltic selected companies")

The fourth sentence in the second paragraph on page 102 under "Opinion of BofA Securities, Inc., PotlatchDeltic's Financial Advisor-PotlatchDeltic Financial Analyses-Selected Publicly Traded Companies Analysis" is hereby amended and supplemented as follows:

BofA Securities then applied calendar year 2025 Adjusted EBITDDA multiples of 15.0x to 17.0x for the timberlands and real estate segment and 6.0x to 7.0x for the wood products segment derived from the PotlatchDeltic selected companies based on BofA Securities' professional experience and judgment to PotlatchDeltic's calendar year 2025 estimated Adjusted EBITDDA for the timberlands and real estate segment and to the average of PotlatchDeltic's calendar years 2025 through 2030 estimated Adjusted EBITDDA for the wood products segment, respectively. Estimated financial data of the selected publicly traded companies were based on public filings and publicly available research analysts' estimates as of October 10, 2025. Financial data of PotlatchDeltic were based on the PotlatchDeltic management forecasts and public filings as of October 10, 2025. From the resulting enterprise values, BofA Securities deducted net debt of $1,041 million, as of September 30, 2025,

The third and fourth sentences of the final paragraph on page 102 and the first paragraph on page 103 under "Opinion of BofA Securities, Inc., PotlatchDeltic's Financial Advisor-PotlatchDeltic Financial Analyses-Discounted Cash Flow Analysis" are hereby amended and supplemented as follows:

BofA Securities performed a discounted cash flow analysis of PotlatchDeltic to calculate the estimated present value of the standalone unlevered, free cash flows that PotlatchDeltic was forecasted to generate during PotlatchDeltic's fourth quarter of fiscal year 2025 and fiscal years 2026 through 2030 based on the PotlatchDeltic management forecasts. BofA Securities calculated terminal values for PotlatchDeltic by applying to PotlatchDeltic's estimated unlevered free cash flow in the terminal year a range of perpetuity growth rates of 3.25% to 3.75% for the timberlands and real estate segment and 2.25% to 2.75% for the wood products segment, which perpetuity growth rates were selected based on BofA Securities' professional judgment and experience and input from PotlatchDeltic management. The cash flows and terminal values were then discounted to present value, assuming a convention, as of September 30, 2025 using discount rates ranging from 8.5% to 10.0% for the timberlands and real estate segment and 10.0% to 12.25% for the wood products segment, which were based on an estimate, of PotlatchDeltic's weighted average cost of capital for the timberlands and real estate segment and the wood products segment, respectively. From the resulting enterprise values, BofA Securities deducted net debt of $1,041 million, as of September 30, 2025,

The second full paragraph on page 103 under "Opinion of BofA Securities, Inc., PotlatchDeltic's Financial Advisor-Rayonier Financial Analyses-Selected Publicly Traded Companies Analyses" is hereby amended and supplemented as follows:

BofA Securities reviewed publicly available financial and stock market information for Rayonier and the following two selected publicly traded companies in the timberlands and real estate sector (the "Rayonier selected companies")

The fourth sentence of the fourth full paragraph on page 103 under "Opinion of BofA Securities, Inc., PotlatchDeltic's Financial Advisor-Rayonier Financial Analyses-Selected Publicly Traded Companies Analyses" is hereby amended and supplemented as follows:

BofA Securities then applied calendar year 2025 adjusted EBITDDA multiples of 18.5x to 20.5x derived from the Rayonier selected companies based on BofA Securities' professional experience and judgment to Rayonier's calendar year 2025 estimated adjusted EBITDDA. Estimated financial data of the selected publicly traded companies were based on public filings and publicly available research analysts' estimates as of October 10, 2025. Financial data of Rayonier were based on the Rayonier management forecasts and public filings as of October 10, 2025. From the resulting enterprise values, BofA Securities deducted net debt of $132 million, as of September 30, 2025,

The third and fourth sentences of the first paragraph on page 104 under "Opinion of BofA Securities, Inc., PotlatchDeltic's Financial Advisor-Rayonier Financial Analyses-Discounted Cash Flow Analysis" are hereby amended and supplemented as follows:

BofA Securities performed a discounted cash flow analysis of Rayonier to calculate the estimated present value of the standalone unlevered, free cash flows that Rayonier was forecasted to generate during Rayonier's fourth quarter of fiscal year 2025 and fiscal years 2026 through 2029 based on the Rayonier management forecasts. BofA Securities calculated terminal values for Rayonier by applying to Rayonier's estimated unlevered free cash flow in the terminal year a range of perpetuity growth rates of 4.0% to 4.5%, which perpetuity growth rates were selected based on BofA Securities' professional judgment and experience and input from PotlatchDeltic management. The cash flows and terminal values were then discounted to present value, assuming a convention, as of September 30, 2025 using discount rates ranging from 8.5% to 10.0%, which were based on an

estimate, of Rayonier's weighted average cost of capital. From the resulting enterprise values, BofA Securities deducted net debt of $132 million, as of September 30, 2025,

The second sentence of the second paragraph on e 105 under "Opinion of BofA Securities, Inc., PotlatchDeltic's Financial Advisor-Summary of Material Relative Financial Analysis" is hereby amended and supplemented as follows:

For PotlatchDeltic common stock on a standalone basis, BofA Securities used the implied reference range indicated in the discounted cash flow analysis described above in the section entitled " ." BofA Securities then performed the same analysis by calculating the range of implied per share equity values allocable to holders of shares of PotlatchDeltic common stock on a pro forma basis, after giving effect to the merger, by assuming approximately 46% pro forma ownership, based on the number of Rayonier common shares estimated to be issued to holders of shares of PotlatchDeltic common stock in the merger, utilizing the results of the standalone discounted cash flow analysis for PotlatchDeltic and Rayonier described above in the sections entitled " " and " " respectively, and taking into account the net present value of the cost savings using discount rates ranging from 8.5% to 10.0% .

The third and fourth bullet points on page 105 under "Opinion of BofA Securities, Inc., PotlatchDeltic's Financial Advisor-Other Factors" are hereby amended and supplemented as follows:

In rendering its opinion, BofA Securities also noted certain additional factors that were not considered as part of BofA Securities' material financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things, the following:

The second full paragraph on page 107 under "Opinion of BofA Securities, Inc., PotlatchDeltic's Financial Advisor-Miscellaneous" is hereby amended and supplemented as follows:

BofA Securities and its affiliates in the future may provide, investment banking, commercial banking and other financial services to Rayonier and certain of its affiliates and in the future may receive compensation for the rendering of these services.