RAYONIER INC 8-K

What Happened
Rayonier Inc. announced that at a special shareholder meeting on January 27, 2026, holders approved the issuance of Rayonier common shares needed to consummate the merger with PotlatchDeltic Corporation under the Merger Agreement dated October 13, 2025. The record date for the meeting was December 26, 2025, when 161,425,616 Rayonier common shares were outstanding. A joint press release by Rayonier and PotlatchDeltic announcing the meeting results was also issued and attached as Exhibit 99.1 to the 8-K.

Key Details

• Special meeting date: January 27, 2026; record date: December 26, 2025 (161,425,616 shares outstanding).
• Proposal to approve issuance of Rayonier shares for the merger: Approved — Votes For: 133,500,334; Against: 8,093,259; Abstain: 280,592.
• Adjournment proposal (to solicit additional proxies if needed) was not presented because there were sufficient votes to approve the share issuance (adjournment tallies shown in filing but vote was not put to shareholders).
• Merger structure: PotlatchDeltic will merge with and into Redwood Merger Sub, LLC, with Merger Sub surviving as a wholly owned subsidiary of Rayonier (Merger Agreement dated October 13, 2025).

Why It Matters
Shareholder approval of the share issuance is a key corporate vote required to complete the merger transaction; with this approval, Rayonier and PotlatchDeltic have cleared a major procedural hurdle toward closing the merger (subject to the other conditions set forth in the Merger Agreement). The filing also includes a standard forward‑looking caution about timing, synergies, integration risks and other factors that could affect completion and future results — investors should watch for further regulatory clearances, closing announcements, and any updates to expected timing or transaction terms.