Form 8-K

8-K — RAYONIER ADVANCED MATERIALS INC.

Accession: 0001140361-26-015919

Filed: 2026-04-21

Period: 2026-04-16

CIK: 0001597672

SIC: 2611 (PULP MILLS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ef20071098_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ef20071098_ex99-1.htm)

GRAPHIC (image0.jpg)

GRAPHIC (image00001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ef20071098_8k.htm · Sequence: 1

false0001597672NYSE00015976722026-04-162026-04-16

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)

April 21, 2026 (April 16, 2026)

COMMISSION FILE NUMBER 001-36285

Incorporated in the State of Delaware

I.R.S. Employer Identification Number 46-4559529

Rayonier Advanced Materials Inc.

1301 Riverplace Boulevard

, Jacksonville,

Florida 32207

(Principal Executive Office)

Telephone Number: (904) 357-4600

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:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

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 Act:

Title of Each Class

Trading Symbol

Name of Exchange on which

Registered

Common Stock, $0.01 par value

RYAM

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).

Emerging growth company ☐

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 ☐

Item 5.02 Departure of Directors or

Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On April 16,

2026, Scott M. Sutton, who was then President and Chief Executive Officer of Rayonier Advanced Materials Inc. (“RYAM” or the “Company”), resigned as President and Chief Executive Officer of the Company.

2026, the Board of Directors of the Company established an interim Office of the Chief Executive Officer to guide the Company through the transition period. The interim Office of the Chief Executive Officer consists of the following four current

executives:

•

Marcus J. Moeltner, Chief Financial Officer and Senior Vice President, Finance;

•

Michael Osborne, Vice President, Manufacturing Operations;

•

Christian Ribeyrolle, Senior Vice President, Biomaterials; and

•

R. Colby Slaughter, Senior Vice President, General Counsel and Corporate Secretary.

Mr. Moeltner shall serve as interim principal executive officer for purposes of the rules and regulations of the U.S. Securities Exchange Commission.

Mr. Moeltner, age 62, has served as RYAM’s Chief Financial Officer and Senior Vice President, Finance since July 2019, bringing 35 years of experience across the forest products and consumer products industries. He rejoined Tembec Inc. in May 2008 as

VP Corporate Development and transferred to the Company’s headquarters in Jacksonville, FL, in January 2018 after RYAM’s acquisition of Tembec Inc. Prior to joining the Company, from 2005 to 2008, he was VP, Finance for Grant Forest Products Inc.

where he was responsible for leading a team accountable for financial analysis, treasury, cost accounting, risk management, and taxation across their business operations. From 2000 to 2004, he first started his tenure with Tembec Inc. and held

various roles including Director, Business Planning, and VP, Business Analysis and Control. Prior to that, Marcus was with Kimberly-Clark Corporation and held various positions in Ontario, France, England, and the United States.

Mr. Osborne, age 58, is Vice President, Manufacturing at RYAM, a role he assumed in April 2023. He is a 30-plus year manufacturing veteran, most recently holding the

position of Vice President, Global Manufacturing for Kraton Pine Chemicals. He was promoted to Director, Global Engineering in 2015, shortly before Arizona Chemical was acquired by Kraton in 2016. In December 2019, he was promoted to Director of

Global Manufacturing and, subsequently, Vice President, Global Manufacturing for the Pine Chemicals division. He began his career with Georgia Pacific and achieved the position of Director of Strategic Planning before he left in 2011 to join Arizona

Chemical Company as Senior Plant Manager at their Panama City, Florida facility.

Mr. Ribeyrolle, age 64, became RYAM’s Senior Vice President, Biomaterials in January 1, 2024. Prior to that, he was appointed Vice President, Biomaterials in November

2021, following a more than 35-year career in the paper and cellulose specialty business. He started at Tembec in 2003 as General Manager of the Tartas plant in France. He then joined RYAM following the acquisition of Tembec in November 2017.

At Tembec, since 2008, he has held the positions of Global Sales Director, CS, then Senior Vice President in charge of Sales and Production Services, and finally Executive Vice President in charge of the Cellulose Specialty Business Unit, which

includes production, sales, R&D and finance. He was also appointed President of Tembec France in 2010, a role he continues to hold at Rayonier AM France since the acquisition. Before joining the Company, he began his career in aeronautics,

and then worked in various management positions within the Ahlstrom group.

Mr. Slaughter, age 48, has served as RYAM’s Senior Vice President, General Counsel and Corporate Secretary since September 1, 2022. Prior to that, he was appointed Vice President, General Counsel and Corporate

Secretary in March 2020 and Assistant General Counsel in May 2016. He joined the Company’s predecessor, Rayonier Inc., in January 2013 as Senior Counsel, a role he continued in following the Company’s 2014 spinoff from Rayonier Inc. until his

promotion in 2016. Prior to joining Rayonier Inc., Colby was an Associate with the law firm of K&L Gates LLP from 2007 to 2013.

Item 7.01 Regulation FD Disclosure.

On April 20, 2026, the Company issued a press release announcing a comprehensive strategic alternatives review to maximize stockholder value, the resignation of Mr.

Sutton as President and Chief Executive Officer of the Company, and the establishment of an interim of the Office of the Chief Executive Officer. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

99.1

Press release entitled “Rayonier Advanced Materials Announces Comprehensive

Strategic Alternatives Review to Maximize Shareholder Value”

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.

Rayonier Advanced Materials Inc.

By:

/s/ R. COLBY SLAUGHTER

R. Colby Slaughter

Senior Vice President, General Counsel and Corporate Secretary

Date: April 21, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ef20071098_ex99-1.htm · Sequence: 2

Exhibit 99.1

Rayonier Advanced Materials Announces Comprehensive Strategic Alternatives Review to Maximize Shareholder Value

Establishes Interim Office of the Chief Executive Officer

April 20, 2026 JACKSONVILLE, Fla.--

Rayonier Advanced Materials Inc. (“RYAM” or the “Company”) today announced that the Company is engaged in a formal process to explore strategic alternatives to maximize shareholder value. In connection with the strategic alternatives review, the

Company has engaged Morgan Stanley & Co. LLC as its financial advisor and Wachtell, Lipton, Rosen & Katz as its legal counsel.

The Company also announced that its Board of Directors (“Board”) has established an interim Office of the Chief Executive Officer (“OFC”) following the

resignation of President and CEO Scott M. Sutton, effective immediately. The OFC will comprise current executives to guide the Company through this transition period, including Marcus J. Moeltner, Chief Financial Officer and Senior Vice President of

Finance; Michael Osborne, Vice President of Manufacturing Operations; Christian Ribeyrolle, Senior Vice President of Biomaterials; and R. Colby Slaughter, Senior Vice President, General Counsel and Corporate Secretary.

Lisa M. Palumbo, Non-Executive Chair of RYAM’s Board of Directors, stated, “The Board and management are focused on ways to maximize value for the Company’s

stockholders. As we have recently received unsolicited indications of interest, we believe now this is the right time to evaluate options that may further advance that goal. Marcus, Michael, Christian and Colby are seasoned and highly capable leaders

who have proven track records of success with RYAM. I am confident that they are well positioned to provide continuity and maintain momentum as the team continues to execute on our value-creating strategy, and the Board works with a leading executive

search firm to identify a permanent successor.”

Additionally, a committee of the Board will support the OFC as part of the strategic review process. The strategic review will consider a range of potential

strategic, business and financial alternatives, which may include, among other things, a sale of all or part of the Company, a strategic investment, a merger or other business combination, or other strategic or financial alternatives, as well as

continuing to execute on the Company’s standalone strategic plan.

The Board remains confident that its approach—which is grounded in disciplined governance, transparency, and a commitment to sustainable value creation—is in the

best interests of stockholders, customers, employees and all stakeholders. The Board has not set a timetable for completion of the strategic review and does not intend to provide updates unless and until it is determined that disclosure is

appropriate or required by law. There can be no assurance that the strategic alternatives review process will result in any transaction or other strategic change.

Office of the CEO – Member Biographies

Marcus J. Moeltner has served as RYAM’s Chief Financial Officer and Senior Vice President, Finance since July 2019, bringing 35 years of experience across the

forest and consumer products industries, including leadership roles at Tembec, Grant Forest Products, and Kimberly‑Clark.

Michael Osborne is Vice President of Manufacturing at RYAM, a role he assumed in April 2023, bringing more than 30 years of manufacturing and leadership

experience across Georgia‑Pacific, Arizona Chemical, and Kraton Pine Chemicals, where he most recently served as Vice President, Global Manufacturing.

Christian Ribeyrolle became Vice President Biomaterials in November 2021 following a more than 35-year career in the paper and cellulose specialty business. He

started at Tembec in 2003 as General Manager of the Tartas plant in France and went on to lead the HPC Business Unit. He then joined RYAM following the acquisition of Tembec in November 2017.

R. Colby Slaughter has served as RYAM’s Vice President, General Counsel and Corporate Secretary of the Company since March 21, 2020. Prior to that, he was

appointed Assistant General Counsel in May 2016. He joined the Company’s predecessor, Rayonier Inc., in January 2013 as Senior Counsel, a role he continued in following the Company’s 2014 spinoff from Rayonier Inc. until his promotion in 2016.

About RYAM

RYAM is a global leader of cellulose and derivatives commonly used in the production of filters, food, pharmaceuticals, high performance plastics, propellants and

various industrial applications. RYAM’s specialized assets, capable of creating the world’s leading cellulose specialties products, are also used to produce cellulose viscose pulp, cellulose fluff pulp, high-yield pulp and various value-added

derivatives, including paperboard, biofuels, bioelectricity and lignin. With manufacturing operations in the U.S., Canada and France, RYAM generated $1.5 billion of revenue in 2025. More information is available at www.RYAM.com.

Forward-Looking Statements

Certain statements in this press release may constitute forward-looking statements within the meaning of the federal securities laws, including Section 27A of the

Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which can be identified by words such as “may”, “intend”, “believe”, “expect”, “anticipate”, “continue”, or other comparable words and references

to future periods. These statements involve a number of risks and uncertainties and RYAM cautions that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in

the forward-looking information. Readers are urged to carefully review and consider the various disclosures, including but not limited to risk factors contained in RYAM’s Annual Report on Form 10-K and its quarterly reports on Form 10-Q, as well as

other filings with the securities commissions.

Media

Ryan Houck

904-357-9134

Investors

Daniel Bradley

904-549-7396

GRAPHIC

Filename: image0.jpg · Sequence: 6

Binary file (631 bytes)

Download image0.jpg

GRAPHIC

Filename: image00001.jpg · Sequence: 7

Binary file (7030 bytes)

Download image00001.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 9

v3.26.1

Document and Entity Information

Apr. 16, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Apr. 16, 2026

Entity File Number

001-36285

Entity Registrant Name

Rayonier Advanced Materials Inc.

Entity Central Index Key

0001597672

Entity Incorporation, State or Country Code

Entity Tax Identification Number

46-4559529

Entity Address, Address Line One

1301 Riverplace Boulevard

Entity Address, City or Town

Jacksonville

Entity Address, State or Province

Entity Address, Postal Zip Code

32207

City Area Code

904

Local Phone Number

357-4600

Title of 12(b) Security

Common Stock, $0.01 par value

Trading Symbol

RYAM

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration