Every material Form 8-K Rayonier has filed with the SEC since February 05, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Rayonier reported third quarter 2026 net income attributable to Rayonier of $123.3 million ($0.41 per diluted share), up from $43.2 million ($0.28) a year earlier, on sales of $565.6 million, and its board approved a new $300 million share repurchase authorization. Excluding a $90.6 million after-tax gain from a Large Disposition in Washington and $6.9 million of after-tax merger costs, pro forma net income was $40.0 million ($0.13 per diluted share), down from $50.2 million ($0.32) a year earlier, which shows the reported gain masked a decline in core earnings per share.
Reported Q3 net income attributable to Rayonier was $123.3 million, or $0.41 per diluted share, versus $43.2 million, or $0.28, a year earlier.
Pro forma net income was $40.0 million, or $0.13 per diluted share, versus $50.2 million, or $0.32, in the prior year quarter.
Board approved a new $300 million share repurchase authorization on November 3, 2026, in addition to $66.2 million remaining under the 2024 authorization.
Real Estate Adjusted EBITDA is expected to be $60 million to $70 million in the fourth quarter of 2026, based on the current transaction pipeline.
Rayonier reported second-quarter 2026 revenue of $396.5 million, up from $106.5 million a year earlier, and pro forma net income of $31.5 million ($0.10 per diluted share) versus $9.6 million ($0.06). GAAP net income attributable to Rayonier fell to $19.1 million ($0.06 per diluted share) from $408.7 million ($2.63), a comparison that includes a $404.4 million gain on the prior-year sale of its New Zealand joint venture interest. The company repurchased $72.4 million of shares and maintained its 2026 outlook.
Revenue of $396.5 million versus $106.5 million, with PotlatchDeltic operations included for the full quarter following the merger that closed January 30, 2026
Adjusted EBITDA of $123.7 million versus $44.9 million in the prior-year quarter
Repurchased about 3.5 million shares for $72.4 million at an average price of $20.95, leaving $126.0 million on the current authorization
Full-year 2026 Real Estate Adjusted EBITDA outlook of $180 to $200 million was maintained; third-quarter Real Estate Adjusted EBITDA is expected at $25 to $35 million
Rayonier's board approved making Ryan Daniels Senior Vice President, Wood Products on a permanent basis, after he had served as interim head since March 20, 2026. His base salary rises to $450,000 and he becomes eligible for a 2026 cash bonus of 65% of earned base salary and salary stipend. The filing discloses no financial results, so the change is a leadership appointment rather than a change in reported performance.
Board approved the appointment on July 16, 2026; press release issued July 17, 2026.
Daniels previously served as interim SVP, Wood Products from March 20, 2026, and SVP, Operations from January 2026.
New base salary of $450,000, a cash bonus eligibility of 65% for 2026, and Tier II participation in the Executive Severance Pay Plan.
Daniels joined Rayonier through its merger with PotlatchDeltic, which closed in January 2026.
Rayonier reported a first-quarter 2026 net loss attributable to Rayonier of $12.4 million, or $0.05 per diluted share, on revenues of $276.8 million, compared with a $3.4 million loss on $82.9 million of revenue a year earlier. The results include $69.5 million of after-tax costs tied to the PotlatchDeltic merger, which closed on January 30, 2026, and a $40.3 million tax benefit from a valuation allowance release; excluding these items, the company reported non-GAAP pro forma net income of $17.4 million, or $0.07 per share.
Net loss attributable to Rayonier of $12.4 million ($0.05 per diluted share) versus a $3.4 million loss ($0.02 per share) in the prior-year quarter
Revenues of $276.8 million versus $82.9 million a year earlier, reflecting two months of PotlatchDeltic operations after the January 30, 2026 merger
Pro forma net income of $17.4 million ($0.07 per share), a non-GAAP measure, compared with a pro forma net loss of $2.7 million a year earlier
Repurchased $31.1 million of shares at an average price of $20.98; $198.4 million remains on the authorization as of March 31, 2026
Rayonier said Executive Vice President of Wood Products Ashlee Townsend Cribb is resigning effective March 20, 2026, to pursue a CEO role at a privately owned company, and that the resignation was not due to any disagreement with the company. Senior Vice President of Operations Ryan Daniels will lead the Wood Products business on an interim basis while the company searches for a permanent successor.
Cribb resigned on March 5, 2026, and remains at the company until March 20, 2026, to assist with the transition.
Ryan M. Daniels, 47, becomes Interim Senior Vice President, Wood Products, effective March 20, 2026.
Daniels will receive a $5,250 monthly salary stipend on top of his $337,592 annual base salary, eligibility for a cash bonus of 60% of that salary component, and a $200,000 restricted stock unit award vesting over four years.
Rayonier reported fourth quarter 2025 net income attributable to Rayonier of $25.9 million ($0.16 per share) on revenues of $117.5 million, down from $327.1 million ($2.15 per share) on $650.5 million a year earlier, when large timberland dispositions boosted results. Pro forma net income was $32.1 million ($0.20 per share), and full-year Adjusted EBITDA rose 8% to $248.0 million, while the company completed its merger with PotlatchDeltic on January 30, 2026 and gave initial 2026 segment guidance for the combined company.
Q4 2025 Adjusted EBITDA was $61.7 million, down 35% from $95.1 million a year earlier, as Real Estate closings in 2024 were concentrated in the fourth quarter.
Full-year 2025 pro forma net income was $89.2 million ($0.57 per share), compared with $45.8 million ($0.31 per share) in 2024.
2026 guidance includes full-year Real Estate Adjusted EBITDA of $180 to $200 million and first-quarter Real Estate Adjusted EBITDA of $30 to $35 million.
Southern Timber harvest volumes are expected at 12.1 to 12.6 million tons for 2026 for the combined company.
Following the January 30, 2026 completion of its merger with PotlatchDeltic, Rayonier disclosed that Wayne Wasechek was appointed Executive Vice President and Chief Financial Officer at the merger's effective time. The filing says he is expected to receive a $535,000 base salary, a target annual cash incentive of 100% of base salary, and long-term incentive awards with a target grant date fair value of $975,000.
Merger with PotlatchDeltic completed January 30, 2026
Wayne Wasechek appointed Executive Vice President and Chief Financial Officer
Expected base salary of $535,000 with a cash incentive target of 100% of base salary
Expected long-term incentive awards with a target grant date fair value of $975,000
On January 30, 2026, Rayonier and several subsidiaries entered into a Second Amended and Restated Credit Agreement with CoBank as administrative agent, governing senior unsecured credit facilities totaling $1,809.5 million. The agreement amends and restates Rayonier's prior credit agreement and PotlatchDeltic's term loan agreement, and it follows the completion of the merger of equals with PotlatchDeltic on the same date. Separately, Executive Vice President and Chief Resource Officer Douglas M. Long informed the company he will retire effective February 13, 2026.
Credit facilities total $1,809.5 million: a $200 million revolver maturing August 15, 2030, $600 million of Rayonier term loans, and $1,009.5 million of PotlatchDeltic term loans
Weighted average interest rates as of January 30, 2026 were 5.43% on Rayonier term loans and 5.74% on PotlatchDeltic term loans
Douglas M. Long, EVP and Chief Resource Officer, will retire effective February 13, 2026
Rayonier closed its merger with PotlatchDeltic on January 30, 2026, converting each PotlatchDeltic share into 1.8185 Rayonier common shares and $0.61 in cash. The Rayonier board was reconstituted to ten directors, and the combined company will keep the Rayonier name and trade under RYN starting February 2, 2026.
Each PotlatchDeltic common share converted into 1.8185 Rayonier common shares plus $0.61 in cash
Rayonier issued approximately 140.9 million common shares in connection with the merger
Eric J. Cremers, former PotlatchDeltic CEO, became Executive Chairman for a two-year term; Scott R. Jones became Lead Independent Director
Mark D. McHugh will serve as President and CEO for a four-year term, with an annual base salary of $950,000
Rayonier reported third quarter 2025 net income attributable to Rayonier of $43.2 million ($0.28 per share) on revenues of $177.5 million, up from $28.8 million ($0.19 per share) on $124.1 million a year earlier. The company now expects full-year Adjusted EBITDA at or above the higher end of its prior guidance range, though it expects Southern Timber to fall modestly below its range and Pacific Northwest Timber toward the lower end.
Q3 pro forma net income was $50.2 million ($0.32 per share) versus $11.1 million ($0.07) a year earlier; Adjusted EBITDA was $114.3 million versus $57.2 million.
Real Estate Adjusted EBITDA was $73.8 million, and the company expects full-year Real Estate Adjusted EBITDA to exceed the high end of its prior range.
Q4 outlook: net income attributable to Rayonier of $13 to $17 million, EPS of $0.08 to $0.11, and Adjusted EBITDA of $50 to $60 million.
Quarter-end cash balance was $919.6 million; the company repurchased 1,226,384 shares for $30.1 million and expects the PotlatchDeltic merger to close in late first quarter or early second quarter 2026.
Rayonier agreed on October 13, 2025 to combine with PotlatchDeltic in an all-stock merger of equals, in which each PotlatchDeltic share would convert into 1.7339 Rayonier common shares. Rayonier shareholders would own about 54% of the combined company and PotlatchDeltic shareholders about 46%, so the deal changes ownership and governance for both companies' shareholders, and closing requires shareholder and regulatory approvals and is expected in late first quarter or early second quarter of 2026.
Exchange ratio of 1.7339 Rayonier shares per PotlatchDeltic share, an implied price of $44.11 per PotlatchDeltic share and a premium of 8.25% to its October 10, 2025 closing price
Rayonier shareholders would own about 54% and PotlatchDeltic shareholders about 46% of the combined company
Rayonier pays a termination fee of up to $159 million, and PotlatchDeltic pays up to $138 million, under certain circumstances
Rayonier declared a one-time special dividend of $1.40 per share, payable December 12, 2025 to holders of record on October 24, 2025; PotlatchDeltic holders receive an adjusted exchange ratio and cash component to offset it
Rayonier and its subsidiaries entered into an amended and restated credit agreement on August 15, 2025, covering $800 million of senior unsecured facilities. The revolving credit facility's maturity was extended to August 15, 2030, while the three term loan maturities were unchanged. The filing describes refinancing terms rather than a change in reported results, so its direct effect on shareholders is limited to the revised borrowing terms.
Facilities total $800 million: a $200 million revolving credit facility and three $200 million term loans
Revolving credit facility maturity extended to August 15, 2030; term loan maturities unchanged (April 1, 2028; April 28, 2026; June 1, 2029)
Borrowers may increase revolving commitments by up to $100 million, subject to a leverage ratio limit of 52.5%
Agreement includes leverage and interest coverage financial covenants; CoBank, ACB is administrative agent
Rayonier reported second quarter 2025 net income attributable to Rayonier of $408.7 million ($2.63 per share), driven by a $404.4 million gain on the sale of its New Zealand joint venture interest. Excluding that gain and related items, pro forma net income was $9.6 million ($0.06 per share), up from a pro forma loss of $2.6 million a year earlier, and the company said it is on track for full-year Adjusted EBITDA and pro forma EPS within its prior guidance range.
Q2 revenues were $106.5 million versus $99.6 million in the prior year quarter; Adjusted EBITDA was $44.9 million versus $33.3 million.
Pro forma net income was $9.6 million ($0.06 per share) versus a pro forma loss of $2.6 million ($0.02 per share) a year earlier.
Third quarter guidance: net income attributable to Rayonier of $29 to $44 million, EPS of $0.18 to $0.28, and Adjusted EBITDA of $80 to $100 million.
The company repurchased 1.5 million shares for $34.9 million and had $262.4 million remaining on its repurchase authorization as of June 30, 2025.
Rayonier reported a first-quarter 2025 net loss attributable to the company of $3.4 million, or $0.02 per share, on revenues of $82.9 million, compared with net income of $1.4 million on $113.7 million a year earlier. The company also revised full-year 2025 guidance to move its New Zealand operations to discontinued operations, with Adjusted EBITDA guidance of $215 to $235 million, which it said is generally in line with prior guidance excluding New Zealand.
Q1 2025 net loss attributable to Rayonier was $3.4 million ($0.02 per share), versus net income of $1.4 million ($0.01 per share) in Q1 2024
Q1 Adjusted EBITDA was $27.1 million, down from $44.6 million a year earlier
Full-year 2025 Adjusted EBITDA guidance is $215 to $235 million; net income guidance is $424 to $458 million, including the anticipated gain on the New Zealand sale
Second-quarter 2025 guidance: net income attributable to Rayonier of $3 to $8 million and Adjusted EBITDA of $30 to $40 million
Rayonier's subsidiaries agreed on March 9, 2025 to sell their entire 77% interest in the New Zealand joint venture to a vehicle formed by Ents LP, an investment fund managed by The Rohatyn Group, for $710 million, subject to adjustments. Rayonier says the sale is modestly accretive to pro forma CAD per share and lowers pro forma net debt to Adjusted EBITDA to about 0.3x, but the filing's pro forma table also shows Adjusted EBITDA falling from $298.8 million to $245.1 million. Closing is expected in 2025, subject to regulatory approvals.
Purchase price of $710 million for the 77% interest, implying an enterprise value of $922 million for the joint venture
Company expects the sale to be modestly accretive to pro forma CAD per share, with a 1.3% accretion in its pro forma table
Pro forma Adjusted EBITDA is shown at $245.1 million, versus $298.8 million in 2024 before the sale
Closing requires approvals including antitrust in China and South Korea; either party may terminate if not closed by December 9, 2025
Rayonier reported fourth quarter 2024 net income attributable to Rayonier of $327.1 million ($2.15 per share), up from $126.9 million a year earlier, with $291.1 million of that income from Large Dispositions. Adjusted EBITDA rose 23% to $115.1 million, but the company's 2025 Adjusted EBITDA guidance of $270-300 million is below the $298.8 million reported for full-year 2024, and its 2025 guidance excludes any further asset sales.
Q4 2024 net income attributable to Rayonier was $327.1 million ($2.15 per share), versus $126.9 million ($0.85 per share) in Q4 2023
Q4 2024 Adjusted EBITDA was $115.1 million, versus $93.7 million in the prior year quarter
2025 guidance: net income attributable to Rayonier of $79-100 million, EPS of $0.51-0.64, and Adjusted EBITDA of $270-300 million, versus $298.8 million for full-year 2024
Real Estate segment Adjusted EBITDA is guided to $86-96 million for 2025, down from the 'exceptionally strong' 2024 results
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