EX-99.3

Please wait

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial statements and notes thereto have been prepared in accordance with Article 11 of Regulation S-X as promulgated by the U.S. Securities and Exchange Commission, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” (“Article 11 of Regulation S-X”) in order to give effect to the merger, the Rayonier special dividend (both as defined below) and the resulting adjustments made to the merger consideration, including the Adjusted Exchange Ratio and cash consideration (both as defined below), and related transaction accounting adjustments (pro forma adjustments) described in the accompanying notes.

On October 13, 2025, Rayonier Inc. (“Rayonier”) entered into an agreement and plan of merger (the “merger agreement”) to acquire PotlatchDeltic Corporation (“PotlatchDeltic”) through a merger of PotlatchDeltic with and into Redwood Merger Sub, LLC, a direct wholly owned subsidiary of Rayonier (the “merger”). As soon as reasonably practicable after the effective time of the merger, each share of PotlatchDeltic common stock outstanding immediately prior to the merger will be converted into the right to receive a number of Rayonier common shares equal to 1.7339 (the “Exchange Ratio”), subject to adjustment as described below, plus cash in lieu of any fractional shares. On October 14, 2025, Rayonier declared a one-time special distribution of $1.40 per Rayonier common share, payable in the aggregate in no more than 25% cash with the remainder in Rayonier common shares, and a corresponding distribution with respect to units of the operating partnership of Rayonier, as described in the merger agreement (the “Rayonier special dividend”).

Pursuant to the merger agreement, the Exchange Ratio will be adjusted following the Rayonier special dividend to consist of (1) a number of Rayonier common shares equal to the Exchange Ratio plus an incremental share amount (“Adjusted Exchange Ratio”) and (2) a cash amount equal to the cash adjustment amount (the “cash consideration”), in each case as determined in accordance with the merger agreement. Fractional shares will not be issued; instead, cash will be paid in lieu of fractional interests based on the proceeds from market sales by the exchange agent. Outstanding PotlatchDeltic equity awards will be converted into Rayonier equity awards as of the effective time, in each case on the terms set forth in the merger agreement. The date on which the merger occurs is the merger date for accounting purposes (the “merger date”).

The accompanying unaudited pro forma condensed combined financial statements as of and for the nine months ended September 30, 2025 and for the year ended December 31, 2024 have been prepared (i) as if the merger, the Rayonier special dividend and the other pro forma adjustments occurred on September 30, 2025 for purposes of the unaudited pro forma condensed combined balance sheet, and (ii) as if the merger, the Rayonier special dividend and the other pro forma adjustments had been made on January 1, 2024 for purposes of the unaudited pro forma condensed combined statements of income for the periods presented.

Actual amounts recorded in connection with the merger may differ from those reflected in the unaudited pro forma condensed combined financial statements due to changes in the estimated fair values of the assets acquired and liabilities assumed upon completion of the final valuation analysis and may result in variances to the amounts presented in the unaudited pro forma condensed combined balance sheet and/or unaudited pro forma condensed combined statements of income. The assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. These adjustments are based on available information and assumptions that management of Rayonier considers reasonable.

The unaudited pro forma condensed combined financial statements do not purport to: (1) represent Rayonier’s actual financial position had the merger, the Rayonier special dividend and the other pro forma adjustments occurred on September 30, 2025; (2) represent the results of Rayonier’s operations that would have actually occurred had the merger, the Rayonier special dividend and the other pro forma adjustments been made on January 1, 2024; or (3) project Rayonier’s financial position or results of operations as of any future date or for any future period, as applicable.

The unaudited pro forma condensed combined financial statements have been developed from, and should be read in conjunction with:

(i)

The audited financial statements of Rayonier and the accompanying notes for the year ended December 31, 2024, as recast, included in Rayonier’s Current Report on Form 8-K filed on November 21, 2025 and incorporated herein by reference;

(ii)

The unaudited interim financial statements of Rayonier and the accompanying notes included in Rayonier’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, incorporated herein by reference;

(iii)

The audited financial statements of PotlatchDeltic and the accompanying notes included in PotlatchDeltic’s Annual Report on Form 10-K for the year ended December 31, 2024, incorporated herein by reference; and

(iv)

The unaudited interim financial statements of PotlatchDeltic and the accompanying notes included in PotlatchDeltic’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, incorporated herein by reference.

Unaudited Pro Forma Condensed Combined Balance Sheet

September 30, 2025

(Dollars in thousands)


	Historical Rayonier		Rayonier special dividend Adjustments			Note 4		Rayonier Subtotal		Historical PotlatchDeltic Reclassified (Note 2)			Pro Forma Merger Adjustments			Note 4		Pro Forma Combined
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	919,582	$	(54,427	)		k	$	865,155	$	88,773		$	(46,915	)		a	$	907,013
Trade and other receivables, net		20,085		—					20,085		37,850			—					57,935
Inventory		16,203		—					16,203		116,050			15,833			b		148,086
Prepaid expenses		9,639		—					9,639		3,895			—					13,534
Other current assets		7,412		—					7,412		9,243			—					16,655

Total current assets		972,921		(54,427	)				918,494		255,811			(31,082	)				1,143,223

TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION		2,313,047		—					2,313,047		2,317,282			1,045,439			c		5,675,768
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS		109,536		—					109,536		51,221			7,678			d		168,435
PROPERTY, PLANT AND EQUIPMENT, NET		17,950		—					17,950		396,509			151,015			e		565,474
RESTRICTED CASH, NON-CURRENT		677		—					677		4,896			—					5,573
OTHER ASSETS		77,758		—					77,758		147,820			(12,805	)		f		212,773

TOTAL ASSETS	$	3,491,889	$	(54,427	)			$	3,437,462	$	3,173,539		$	1,160,245				$	7,771,246

LIABILITIES, NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	13,566	$	—					13,566	$	19,152		$	—				$	32,718
Current maturities of long-term debt, net		199,969		—					199,969		27,495			5			g		227,469
Other current liabilities		69,024		—					69,024		83,557			42,400			h		194,981

Total current liabilities		282,559		—					282,559		130,204			42,405					455,168

LONG-TERM DEBT, NET		845,119		—					845,119		1,007,594			1,906			g		1,854,619
OTHER NON-CURRENT LIABILITIES		39,264		—					39,264		128,341			45,623			i		213,228
NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP		46,242		1,685					47,927		—			—					47,927
SHAREHOLDERS’ EQUITY
Common Shares		1,737,067		161,579			k		1,898,646		2,401,789			616,201			j		4,916,636
Retained earnings		514,226		(217,691	)		k		296,535		(575,134	)		534,855			j		256,256
Accumulated other comprehensive income		27,412		—					27,412		80,745			(80,745	)				27,412

TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY		2,278,705		(56,112	)				2,222,593		1,907,400			1,070,311			j		5,200,304

TOTAL SHAREHOLDERS’ EQUITY		2,278,705		(56,112	)				2,222,593		1,907,400			1,070,311					5,200,304

TOTAL LIABILITIES, NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP AND SHAREHOLDERS’ EQUITY	$	3,491,889	$	(54,427	)			$	3,437,462	$	3,173,539		$	1,160,245				$	7,771,246

Unaudited Pro Forma Condensed Combined Statements of Income

Nine Months Ended September 30, 2025

(Dollars in thousands, except per share amounts)


		Historical Rayonier			Rayonier special dividend Adjustments		Note 5		Rayonier Subtotal			Historical PotlatchDeltic Reclassified (Note 2)			Pro Forma Merger Adjustments			Note 5		Pro Forma Combined
SALES		$	366,990		$	—			$	366,990		$	857,424		$	—				$	1,224,414
Costs and Expenses										—
Cost of sales			(258,984	)		—				(258,984	)		(716,867	)		(26,339	)		a		(1,002,190	)
Selling and general expenses			(50,621	)		—				(50,621	)		(64,143	)		(1,252	)		b		(116,016	)
Other operating income (expense), net			(1,071	)		—				(1,071	)		—			—					(1,071	)

			(310,676	)		—				(310,676	)		(781,010	)		(27,591	)				(1,119,277	)

OPERATING INCOME			56,314			—				56,314			76,414			(27,591	)				105,137
Interest expense, net			(19,704	)		—				(19,704	)		(26,227	)		—					(45,931	)
Interest income			15,009			—				15,009			2,862			—					17,871
Other miscellaneous (expense) income, net			(3,443	)		—				(3,443	)		704			—					(2,739	)

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES			48,176			—				48,176			53,753			(27,591	)				74,338
Income tax (expense) benefit			(291	)		—				(291	)		5,299			1,377			c		6,385

INCOME FROM CONTINUING OPERATIONS		$	47,885			—			$	47,885		$	59,052		$	(26,214	)			$	80,723
Less: Net income attributable to noncontrolling interest in the Operating Partnership			(577	)		—				(577	)		—			—					(577	)

NET INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO RAYONIER INC.			47,308			—				47,308			59,052			(26,214	)				80,146

EARNINGS PER COMMON SHARE
Basic earnings per share attributable to Rayonier Inc.	d		0.31					d		0.29			—						d		0.26
Diluted earnings per share attributable to Rayonier Inc.	d		0.30					d		0.29			—						d		0.26

Unaudited Pro Forma Condensed Combined Statements of Income

Year Ended December 31, 2024

(Dollars in thousands, except per share amounts)


	Historical Rayonier			Rayonier special dividend Adjustments		Note 5		Rayonier Subtotal			Historical PotlatchDeltic Reclassified (Note 2)			Pro Forma Merger Adjustments			Note 5		Pro Forma Combined
SALES	$	987,929		$	—			$	987,929		$	1,062,076		$	—				$	2,050,005
Costs and Expenses
Cost of sales		(547,582	)		—				(547,582	)		(945,672	)		(21,528	)		a		(1,514,782	)
Selling and general expenses		(74,439	)		—				(74,439	)		(83,940	)		(55,478	)		b		(213,857	)
Other operating (expense) income, net		(1,801	)		—				(1,801	)		341			—					(1,460	)

		(623,822	)		—				(623,822	)		(1,029,271	)		(77,006	)				(1,730,099	)

OPERATING INCOME		364,107			—				364,107			32,805			(77,006	)				319,906
Interest expense, net		(33,756	)		—				(33,756	)		(37,647	)		—					(71,403	)
Interest income		8,212			—				8,212			8,724			—					16,936
Other miscellaneous income (expense), net		1,275			—				1,275			4,305			—					5,580

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		339,838			—				339,838			8,187			(77,006	)				271,019
Income tax (expense) benefit		1,022			—				1,022			13,689			(1,786	)		c		12,925

INCOME FROM CONTINUING OPERATIONS	$	340,860		$	—			$	340,860		$	21,876		$	(78,792	)			$	283,944
Less: Net (income) loss attributable to noncontrolling interest in the Operating Partnership		(4,510	)		—				(4,510	)		—			—					(4,510	)

Less: Net (income) loss attributable to noncontrolling interest in consolidated affiliates		(510	)		—				(510	)		—			—					(510	)

NET INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO RAYONIER INC.		335,840			—				335,840			21,876			(78,792	)				278,924

EARNINGS PER COMMON SHARE
Basic earnings per share attributable to Rayonier Inc.		2.26					d		2.15			—						d		0.94
Diluted earnings per share attributable to Rayonier Inc,		2.24					d		2.13			—						d		0.94

Note 1 – Basis of Presentation

The unaudited pro forma condensed combined financial statements and related notes thereto are prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma condensed combined financial statements reflect certain reclassifications to align the historical financial statement presentation of PotlatchDeltic to that of Rayonier’s historical consolidated financial statement presentation. Rayonier has not yet identified all adjustments necessary to conform PotlatchDeltic’s accounting policies and financial statement presentation to Rayonier’s policies and presentation. Upon consummation of the merger or as more information becomes available, Rayonier will perform a detailed review of PotlatchDeltic’s accounting policies and financial statement presentation. Differences identified in that review could have a material effect on the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial statements are based on Rayonier’s historical consolidated financial statements and PotlatchDeltic’s historical condensed consolidated financial statements, adjusted to give effect to the merger, the Rayonier special dividend and the other pro forma adjustments. The unaudited pro forma condensed combined balance sheet as of September 30, 2025 gives effect to the merger, the Rayonier special dividend and the other pro forma adjustments as if they had occurred on September 30, 2025. The unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2025 and the year ended December 31, 2024 give effect to the merger, the Rayonier special dividend and the other pro forma adjustments as if they had occurred on January 1, 2024. As permitted under Article 11 of Regulation S-X, the pro forma balance sheet is presented in a condensed format, and therefore certain line items shown in Rayonier’s historical consolidated balance sheet have been aggregated for purposes of these unaudited pro forma condensed combined financial statements.

The merger is accounted for under the acquisition method of accounting in accordance with Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). Under this method of accounting Rayonier has made the preliminary determination that it is the accounting acquirer and PotlatchDeltic is the accounting acquiree. In determining the accounting acquirer, management considered factors such as estimated relative size of the entities, estimated board and management composition, and estimated form and terms of consideration.

The unaudited pro forma condensed combined financial statements do not reflect the realization of any revenue synergies or dyssynergies, expected cost savings, operating efficiencies, or other strategic benefits from the merger as a result of integration activities or other initiatives following the completion of the merger.

Note 2 – PotlatchDeltic and Rayonier Reclassification Adjustments

During the preparation of these unaudited pro forma condensed combined financial statements, management performed a preliminary analysis of PotlatchDeltic’s financial information to identify differences in accounting policies as compared to those of Rayonier and differences in financial statement presentation as compared to the presentation of Rayonier. At the time of preparing these unaudited pro forma condensed combined financial statements, Rayonier has not identified all adjustments necessary to conform PotlatchDeltic’s accounting policies to Rayonier’s accounting policies. The below reclassification adjustments have been made to conform PotlatchDeltic’s historical condensed consolidated financial statement presentation to Rayonier’s historical consolidated financial statement presentation. These adjustments represent Rayonier’s best estimates based upon the information currently available to it and could be subject to change once more detailed information is available.

Refer to the table below for a summary of reclassification adjustments made to PotlatchDeltic’s unaudited condensed consolidated balance sheet as of September 30, 2025 to conform to Rayonier’s historical consolidated financial statement presentation (in thousands):


Rayonier Historical Consolidated Balance Sheet Line Item	PotlatchDeltic Historical Condensed Consolidated Balance Sheet Line Items	PotlatchDeltic Historical Condensed Consolidated Balances as of September 30, 2025			Reclassifications			PotlatchDeltic Adjusted Historical Condensed Consolidated Balance Sheet as of September 30, 2025
Cash and cash equivalents	Cash and cash equivalents	$	88,773		$	—		$	88,773
Trade and other receivables, net	Customer receivables, net		34,718			3,132			37,850
Inventory	Inventories, net		91,203			24,847			116,050
Prepaid expenses			—			3,895			3,895
Other current assets	Other current assets		41,117			(31,874	)		9,243
Timber and timberlands, net of depletion and amortization	Timber and timberlands, net		2,317,282			—			2,317,282
Higher and better use timberlands and real estate development investments	Investment in real estate held for development and sale		51,221			—			51,221
Property, plant and equipment, net	Property, plant and equipment, net		396,509			—			396,509
Restricted cash, non-current			—			4,896			4,896
Other assets			152,716			(4,896	)		147,820
	Other long-term assets		140,148
	Intangible assets, net		12,568
Accounts payable	Accounts payable and accrued liabilities		97,611			(78,459	)		19,152
Current maturities of long-term debt, net	Current portion of long-term debt		27,495			—			27,495
Other current liabilities	Current portion of pension and other postretirement employee benefits		5,098			78,459			83,557
Long-term debt, net	Long-term debt		1,007,594			—			1,007,594
Other non-current liabilities			128,341			—			128,341
	Deferred tax liabilities, net		18,793
	Other long-term obligations		36,453
	Pension and other postretirement employee benefits		73,095
Common shares	Common stock		77,291			2,324,498			2,401,789
	Additional paid-in capital		2,324,498			(2,324,498	)		—
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income		80,745			—			80,745
Retained earnings	Accumulated deficit		(575,134	)		—			(575,134	)

Refer to the table below for a summary of reclassification adjustments made to PotlatchDeltic’s unaudited condensed consolidated statements of operations for the nine months ended September 30, 2025 to conform presentation:


Rayonier Historical Consolidated Statement of Income Line Items	PotlatchDeltic Historical Condensed Consolidated Statement of Operations Line Items	PotlatchDeltic Historical Condensed Consolidated Statements of Operations for the nine months ended September 30, 2025			Reclassifications			PotlatchDeltic Adjusted Historical Condensed Consolidated Statement of Income for the nine months ended September 30, 2025*
Sales	Revenues	$	857,424		$	—		$	857,424
Cost of sales	Cost of goods sold		716,867			—			716,867
Selling and general expenses	Selling, general and administrative expenses		61,750			2,393			64,143
Merger-related expenses			1,903			(1,903	)		—
Environmental charge			490			(490	)		—
Interest expense, net	Interest expense, net		(23,365	)		(2,862	)		(26,227	)
Interest income			—			2,862			2,862
Other miscellaneous (expense) income, net	Other		1,757			(1,053	)		704
Non-operating pension and other postretirement employee benefits			(1,053	)		1,053			—
Income tax (expense) benefit	Income taxes		5,299			—			5,299

*	Presentation has been conformed to Rayonier’s presentation.

Refer to the table below for a summary of reclassification adjustments made PotlatchDeltic’s unaudited condensed consolidated statements of operations for the year ended December 31, 2024 to conform presentation:


Rayonier Historical Consolidated Statement of Income Line Items	PotlatchDeltic Historical Condensed Consolidated Statement of Operations Line Items	PotlatchDeltic Historical Condensed Consolidated Statements of Operations for the year ended December 31, 2024			Reclassifications			PotlatchDeltic Adjusted Historical Consolidated Statement of Income for the year ended December 31, 2024*
Sales	Revenues	$	1,062,076		$	—		$	1,062,076
Cost of sales	Cost of goods sold		945,672			—			(945,672	)
Selling and general expenses	Selling, general and administrative expenses		83,212			728			(83,940	)
Other operating (expense) income, net			—			341			341
Interest expense, net	Interest expense, net		(28,923	)		(8,724	)		(37,647	)
Interest income			—			8,724			8,724
Other miscellaneous income (expense), net	Other		3,115			1,190			4,305
Non-operating pension and other postretirement employee benefits			803			(803	)		—
Income tax (expense) benefit	Income taxes		13,689			—			13,689

*	Presentation has been conformed to Rayonier’s presentation.

Note 3 – Preliminary Allocation of Purchase Consideration

The following table summarizes the preliminary estimated merger consideration:


In thousands, except shares and per share data	Amount
*Equity consideration:*
Shares of PotlatchDeltic common stock issued and outstanding immediately prior to the merger (i)		77,291,016
Adjusted Exchange Ratio (ii)		1.8185

Estimated number of Rayonier common shares to be issued in the merger (iii)		140,556,258
Price per share of Rayonier common shares as of December 3, 2025	$	21.29

Estimated fair value of Ravonier common shares to be issued (v)	$	2,992,443
*Cash consideration*
Estimated fair value of consideration in connection with the cash paid for the Rayonier special dividend		46,915

*Estimated fair value of preliminary cash and equity purchase consideration*	$	3,039,358

Fair value of Rayonier replacement awards for vested portions of PotlatchDeltic awards (iv)		25,547

*Estimated fair value of preliminary purchase consideration*	$	3,064,905

(i)

Assumed based on shares of PotlatchDeltic common stock issued and outstanding as of October 10, 2025.

(ii)

The Adjusted Exchange Ratio is calculated pursuant to the merger agreement by adjusting the Exchange Ratio to offset the economic impact of the Rayonier special dividend paid to Rayonier shareholders, including (i) the increase in outstanding Rayonier shares attributable to the stock portion of the dividend and (ii) the cash portion of the dividend, with these components incorporated into the share adjustment amount and cash adjustment amount calculations, resulting in an Adjusted Exchange Ratio of 1.8185.

(iii)

Estimated number of Rayonier common shares issued in the merger. Excludes cash in lieu of fractional shares of Rayonier common shares payable to holders of PotlatchDeltic common stock.

(iv)

Represent the estimated consideration attributed to equity compensation awards. A portion of the fair value of such equity compensation awards represents consideration transferred, while the remaining portion represents post -merger compensation expense based on the vesting terms of the awards.

(v)

The estimated fair value of the common shares to be issued presented herein may differ from the actual amounts to be determined at the merger date, in accordance with ASC 805. This requirement will likely result in a purchase price that is different than the purchase price computed above, and the difference may be material. A hypothetical 10% change in the market price of Rayonier’s common stock would affect the value of the common stock to be issued as consideration, as illustrated in the table below (in thousands, except share price):


	Share Price		Preliminary Estimated Stock Consideration
As presented in the pro forma adjustments	$	21.29	$	2,992,443
10% increase in share price of Rayonier common shares		23.42		3,291,687
10% decrease in share price of Rayonier common shares		19.16		2,693,198

Pursuant to the terms of the merger agreement, the consideration to be received by PotlatchDeltic’s common stockholders includes a cash component to reflect the cash issued in connection with the Rayonier special dividend, with PotlatchDeltic’s common stockholders receiving an amount in cash per share equal to the cash per share paid by Rayonier in the Rayonier special dividend multiplied by the 1.7339 Exchange Ratio. The cash presented within the estimated fair value of preliminary purchase consideration assumes that the maximum amount of cash is elected by Rayonier shareholders for the Rayonier special dividend.

Under the acquisition method of accounting, the total purchase price is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the merger date. The preliminary allocation of the purchase price is based on the terms of the merger agreement and Rayonier management’s estimates of the fair value of PotlatchDeltic’s assets and liabilities as of September 30, 2025, derived from the condensed consolidated historical balance sheet of PotlatchDeltic as of September 30, 2025, and using the merger consideration adjusted based on the closing share price of Rayonier common shares of $21.29 on December 3, 2025. As of the date of this joint proxy statement/prospectus, Rayonier management has not finalized the detailed valuation exercises necessary to arrive at the required estimates of the fair value of PotlatchDeltic’s assets acquired and the liabilities assumed and the related allocations of purchase price. For the preliminary estimate of fair values of assets acquired and liabilities assumed in the merger, Rayonier used publicly available benchmarking information as well as a variety of other assumptions, including market participant assumptions. Rayonier is expected to use widely accepted income-based, market-based, and cost-based valuation approaches upon finalization of purchase accounting for the merger. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. The pro forma adjustments are based upon available information and certain assumptions that Rayonier believes are reasonable under the circumstances. Additional intangible asset classes may be identified as the valuation process continues. The purchase price adjustments relating to the merger are preliminary and subject to change, as additional information becomes available and as additional analyses are performed.

The following table summarizes the allocation of the preliminary purchase price as of September 30, 2025 (in thousands):


	Amount
Cash and cash equivalents	$	88,773
Other current assets		182,871
Timber and timberland		3,362,721
Land held for development and sale		58,899
Property, plant, and equipment		547,524
Other assets		139,913
Current liabilities		104,832
Debt		1,037,000
Other non-current liabilities		173,964

Total identifiable net assets		3,064,905

Estimated fair value of preliminary purchase consideration	$	3,064,905

Note 4 – Rayonier Special Dividend and Merger Transaction Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet

The following pro forma adjustments have been reflected in the Pro Forma Merger Adjustments column in the accompanying unaudited pro forma condensed combined balance sheet as of September 30, 2025. All adjustments were based on preliminary assumptions and estimated fair values, which are subject to change.

Reflects the estimated cash consideration to be paid in connection with the merger.

Reflects an adjustment to increase the cost basis in the acquired inventory estimated fair value. In determining the fair value of the inventory, Ravonier utilized valuation methodologies, including an analysis of the average market lumber prices. The fair value calculations are preliminary and subject to change after Ravonier finalizes its review of the specific types of PotlatchDeltic’s inventory.

Reflects an adjustment to increase the basis in the acquired timber and timberlands to estimated fair value. In determining the fair value of the timberlands, Ravonier utilized valuation methodologies, including a discounted cash flow analysis. The fair value calculations are preliminary and subject to change after Ravonier finalizes its review of the specific types, nature, age, condition and location of PotlatchDeltic’s timberlands.

Reflects an adjustment to increase the basis in the acquired real estate development investments to estimated fair value. In determining the fair value of the real estate development investments, Ravonier utilized valuation methodologies, including sales comparison and a discounted cash flow analysis. The fair value calculations are preliminary and subject to change after Ravonier finalizes its review of the specific types, nature, age, condition and location of PotlatchDeltic’s real estate development investments.

Reflects an adjustment to increase the basis in the acquired property, plant and equipment to estimated fair value. In determining the fair value of the property, plant and equipment Rayonier utilized valuation methodologies, including a sales comparison approach. Additionally, the replacement cost of the PP&E assets was calculated, and an economic obsolescence adjustment was applied to derive their fair value. The fair value calculations are preliminary and subject to change after Rayonier finalizes its review of the specific types, nature, age, condition and location of PotlatchDeltic’s property, buildings and equipment. Preliminary property, plant and equipment assets in the unaudited pro forma condensed combined financial statements consist of the following (in thousands):


	Preliminary Fair Value		Estimated Useful Life
Land	$	20,708		n.a.
Buildings & Improvements		79,532		9.5
Machinery & Equipment		427,007		20.1
Other		20,277		n.a.

Total Property, Plant & Equipment	$	547,524

Reflects an adjustment to Other assets that consists of the following components:

(1)

An adjustment of $12.6 million to primarily write-off the carrying value of certain trade names the combined company will discontinue using following the merger.

(2)

An adjustment of $0.2 million to decrease Right-of-use assets to reflect the present value of the remaining lease payments using Rayonier’s incremental borrowing rate of 6.13%.

Reflects an adjustment to eliminate PotlatchDeltic’s unamortized debt issuance costs as of September 30, 2025.

Reflects an adjustment to Other current liabilities that consists of the following components:

(1)

The accrual of estimated one-time merger costs of $33.6 million expected to be incurred by Rayonier after September 30, 2025. Merger costs include fees for investment banking, advisory, and other professional fees.

(2)

The accrual of a one-time compensation expense of $6.7 million to the CEO of PotlatchDeltic. See Note 5(b)(3) for additional information.

(3)

An adjustment of $2.1 million to increase the current portion of the carrying values of the acquired operating and finance lease liabilities to the present value of the relevant remaining lease payments using Rayonier’s incremental borrowing rate.

Reflects an adjustment to Other non-current liabilities that consists of the following components:

(1)

An adjustment of $2.0 million to increase the basis in the acquired operating and finance lease liabilities at the present value of remaining lease payments using Rayonier’s incremental borrowing rate.

(2)

An adjustment of $43.6 million to record the deferred income tax liability resulting from the preliminary fair value adjustment to certain PotlatchDeltic’s assets and liabilities.

The following represents the pro forma adjustments to equity, including the elimination of the historical equity of PotlatchDeltic (in thousands):


	Common Shares			Retained earnings			Accumulated other comprehensive income (loss)
Elimination of PotlatchDeltic’s historical equity	$	(2,401,789	)	$	575,134		$	(80,745	)
Issuance of shares of Rayonier’s common stock (1)		2,992,443			—			—
Fair value of Rayonier replacement awards for vested PotlatchDeltic awards		25,547			—			—
Impact to retained earnings from recording one-time estimated merger costs		—			(33,550	)		—
Impact of one-time payment to PotlatchDeltic CEO		—			(6,729	)		—

	$	616,201		$	534,855		$	(80,745	)

(1)

The estimated fair value of Rayonier common shares issued is based on the closing price per share of Rayonier common shares on December 3, 2025, the latest practicable date prior to the date of this joint proxy statement/prospectus. Pursuant to accounting rules, the value of Rayonier common shares issued will be based on the price per share of the Rayonier common shares as of the merger date, and therefore, will be different from the amount shown above. Based on a sensitivity analysis, a change in the price per share of Rayonier common shares of 10% would result in the following changes in the value of Rayonier common shares issued:


	Issuance of Common Shares
As presented in the pro forma adjustments	$	2,992,443
10% increase in share price of Rayonier common shares	$	3,291,687
10% decrease in share price of Rayonier common shares	$	2,693,198

The Rayonier special dividend of $1.40 per share, is payable on December 12, 2025 to shareholders of record on October 24, 2025, following the taxable gains generated from the sale of its New Zealand joint venture. The dividend will be paid in a mix of cash and common shares, with the cash portion capped at 25% in total and the remaining 75% delivered in common shares. Shareholders may elect to receive the dividend entirely in cash or entirely in common shares; however, if the total cash elections exceed 25%, cash will be prorated, and each cash-electing shareholder will receive at least $0.35 in cash per share. Shareholders who do not make an election will automatically receive 25% cash and 75% Rayonier common shares. The following represents the pro forma adjustments to equity and assets, resulting from the Rayonier special dividend (in thousands):


	Cash and cash equivalents			Noncontrolling Interests in the Operating Partnership		Common Shares		Retained earnings
Pro forma impact from recording the Rayonier special dividend	$	(54,427	)	$	1,685	$	161,579	$	(217,691	)

Note 5 – Rayonier Special Dividend and Merger Transaction Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Income

a.	Reflects adjustments to Cost of goods sold for the nine months ended September 30, 2025 and the year ended December 31, 2024. These adjustments consist of the following components:

(1)

An adjustment of $20.9 million and $ 30.1 million for the nine months ended September 30, 2025, and the year ended December 31, 2024, respectively, to reflect the depletion of fair value adjustments to acquired timber and timberlands.

(2)

An adjustment of $0.5 million and $0.6 million for the nine months ended September 30, 2025, and the year ended December 31, 2024, respectively, to reflect the amortization of fair value adjustments to acquired real estate.

(3)

An adjustment of $4.9 million and $6.6 million for the nine months ended September 30, 2025, and the year ended December 31, 2024, respectively, to reflect the depreciation of fair value adjustments to acquired property, plant, and equipment.

(4)

A one-time adjustment of $15.8 million for year ended December 31, 2024 to reflect the decrease in Cost of goods sold related to the change of inventory cost from LIFO to lower of cost and net realizable value.

b.	Reflects adjustments to Selling and general expenses for the nine months ended September 30, 2025 and the year ended December 31, 2024. These adjustments consist of the following components:

(1)

An adjustment of $0.1 million and $0.1 million for the nine months ended September 30, 2025, and the year ended December 31, 2024, respectively, to reflect the depreciation of fair value adjustments to acquired property, plant, and equipment.

(2)

A one-time adjustment reflecting Rayonier’s merger costs of $33.6 million for the year ended December 31, 2024.

(3)

An adjustment to reflect the following post-combination compensation expense (in thousands):


	Nine Months Ended September 30, 2025		Year Ended December 31, 2024
Estimated PotlatchDeltic equity compensation expense (i)	$	—	$	1,694
Estimated PotlatchDeltic retention awards (ii)		—		7,707
Estimated Rayonier retention awards (ii)		1,134		5,693
Estimated post-combination compensation expense attributable to the CEO of PotlatchDeltic (iii)		—		6,729

Pro forma adjustment to Selling and general expenses	$	1,134	$	21,823

(i)

Reflects the difference between PotlatchDeltic’s historical equity compensation expense and the estimated post-combination equity compensation expense related to replacement awards issued to continuing employees pursuant to the merger agreement.

(ii)

Reflects the estimated post-combination compensation expense associated with employee retention awards for both PotlatchDeltic and Rayonier employees, which are expected to vest over one- to two-year service periods.

(iii)

Pursuant to the Cremers Agreement described elsewhere in this joint proxy statement/prospectus, Mr. Cremers shall be entitled to receive a one-time cash payment of $6.7 million as soon as reasonably practicable following the merger date.

Rayonier intends to continue to qualify as a REIT under the requirements of the Code, and as a result, Rayonier’s effective tax rate is expected to continue to be below the U.S. statutory tax rate. With respect to the merger, Rayonier expects to hold the taxable subsidiaries of PotlatchDeltic acquired in the merger in Rayonier TRS Holdings Inc., Rayonier’s taxable REIT subsidiary (TRS). Rayonier TRS Holdings Inc. is subject to U.S. federal and state income taxes. As a result, in the preparation of the unaudited pro forma condensed combined financial statements, the pro forma adjustments related to the Wood Products segment, delivered log, and real estate development operations gave rise to income tax expense, as these operations are held within the TRS entities.

Pro forma basic earnings per common share attributable to Rayonier has been calculated based on the number of Rayonier common shares assumed to be outstanding, assuming such shares were outstanding for the full period presented. The following tables set forth the computation of unaudited pro forma basic and diluted earnings per share attributable to Rayonier for (i) the distribution of the Rayonier special dividend, and (ii) the pro forma condensed combined financial statements (in thousands, except shares and per share data):

(i)

EPS calculated for the issuance of the Rayonier special dividend:


(in thousands, except shares and per share amounts)	Nine Months Ended September 30, 2025		Year Ended December 31, 2024
*Denominator - basic:*
Historical weighted average Rayonier common shares outstanding – basic	$	154,509,107		148,839,858
Incremental Rayonier common shares issued for Rayonier special dividend		7,512,697		7,512,697

Weighted average Rayonier common shares outstanding as adjusted for Rayonier special dividend – basic		162,021,804		156,352,555

*Denominator – diluted:*
Historical weighted average Rayonier common shares outstanding – diluted:		157,543,437		152,095,503
Incremental Rayonier common shares issued for Rayonier special dividend		7,512,697		7,512,697
Incremental Operating Partnership units issued for Rayonier special dividend		78,336		78,336

Weighted average common shares outstanding as adjusted for Rayonier special dividend – diluted		165,134,470		159,686,536

*Pro forma earnings per share – basic:*
Historical net income from continuing operations attributable to Rayonier	$	47,308	$	335,840

Earnings per share as adjusted for Rayonier special dividend - basic	$	0.29	$	2.15

*Pro forma earnings per share – diluted:*
Historical diluted net income from continuing operations attributable to Rayonier	$	47,885	$	340,350

Earnings per share as adjusted for Rayonier special dividend - diluted	$	0.29	$	2.13

(ii)

EPS calculated for the merger:


(in thousands, except shares and per share amounts)	Nine Months Ended September 30, 2025		Year Ended December 31, 2024
*Denominator - basic:*
Weighted average common shares outstanding as adjusted for Rayonier special dividend – basic		162,021,804		156,352,555
Issuance of shares to PotlatchDeltic common stockholders as consideration for the merger		140,556,258		140,556,258
Issuance of shares for PotlatchDeltic vested compensation awards as consideration for the merger		1,185,117		1,185,117

Pro forma weighted average Rayonier common shares outstanding – basic		303,763,179		298,093,930

*Denominator - diluted:*
Weighted average common shares outstanding as adjusted for Rayonier special dividend – diluted		165,134,470		159,686,536
Issuance of shares to PotlatchDeltic common stockholders as consideration for the merger		140,556,258		140,556,258
Issuance of shares for PotlatchDeltic vested compensation awards as consideration for the merger		1,185,117		1,185,117
Dilutive effect of Rayonier replacement awards issued for PotlatchDeltic awards		352,797		352,797

Pro forma weighted average Rayonier common shares outstanding – diluted		307,228,642		301,780,708

*Pro forma earnings per share – basic*
Pro forma net income (loss) from continuing operations attributable to Rayonier Inc. - basic	$	80,146	$	278,924

Pro forma earnings per share - basic	$	0.26	$	0.94

*Pro forma earnings per share – diluted:*
Pro forma net income (loss) from continuing operations attributable to Rayonier Inc. - diluted	$	80,723	$	283,435

Pro forma earnings per share - diluted	$	0.26	$	0.94