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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
June 30, 2025
COMMISSION FILE NUMBER 1-6780 (Rayonier Inc.)
COMMISSION FILE NUMBER: 333-237246 (Rayonier, L.P.)
RAYONIER INC.
Incorporated in the State of North Carolina
I.R.S. Employer Identification Number 13-2607329
RAYONIER, L.P.
Incorporated in the State of Delaware
I.R.S. Employer Identification Number 91-1313292
1 Rayonier Way
Wildlight, Florida 32097
(Principal Executive Office)
Telephone Number: (904) 357-9100
Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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| Title of each class | Trading Symbol | Exchange |
| Common Shares, no par value, of Rayonier Inc. | RYN | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities
Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Rayonier Inc.: | Emerging growth company | ☐ |
| Rayonier, L.P.: | Emerging growth company | ☐ |
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | |
| Rayonier Inc.: | ☐ |
| Rayonier, L.P.: | ☐ |
TABLE OF CONTENTS
As previously disclosed, on March 9, 2025, Rayonier Operating Company LLC and Rayonier TRS Holdings Inc. (together, “Seller”), which are subsidiaries of Rayonier Inc. (“Rayonier”), entered into a purchase and sale agreement (the “Purchase Agreement”) with Taurus Forest Holdings Limited (“Purchaser”), pursuant to which Seller agreed to sell and transfer to Purchaser all of the outstanding equity interests of Rayonier Canterbury, LLC and Rayonier New Zealand Limited for a purchase price of $710 million, subject to adjustment for cash, debt, working capital and certain other adjustments described in the Purchase Agreement (the “Transaction”).
On June 30, 2025, Rayonier issued a press release announcing the completion of the Transaction. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
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| ITEM 9.01. | Financial Statements and Exhibits. |
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| Exhibit No. | | Exhibit Description |
| 99.1 | | | |
| 104 | | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of l934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | RAYONIER INC. |
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| BY: | | /s/ APRIL TICE |
| | April Tice |
| | Senior Vice President and Chief Financial Officer |
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| | RAYONIER, L.P. |
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| | By: RAYONIER INC., its sole general partner |
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| BY: | | /s/ APRIL TICE |
| | April Tice |
| | Senior Vice President and Chief Financial Officer |
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June 30, 2025
