RAYONIER ADVANCED MATERIALS INC. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Issuer Purchases of Equity Securities The following table summarizes our purchases of RYAM common stock during the quarter ended July 1, 2023: Total Number of Shares Purchased (a) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Dollar Value of Shares That May Yet be Purchased Under the Publicly Announced Plans or Programs (b) April 2 to May 6 11,442 $ 8.40 — $ 60,294,000 May 7 to June 3 17,809 $ 4.30 — $ 60,294,000 June 4 to July 1 — $ — — $ 60,294,000 Total 29,251 — —————————————— (a) Represents shares repurchased to satisfy tax withholding requirements related to the issuance of stock under our stock incentive plans. (b) As of July 1, 2023, $60 million of share repurchase authorization remains under the authorization declared by our Board of Directors. 32 Table of Contents Item 6. Exhibits Exhibit No. Description Location 3.1 Amended and Restated Certificate of Incorporation of Rayonier Advanced Materials Inc. Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on June 30, 2014 3.2 Certificate of Designations of 8.00% Series A Mandatory Convertible Preferred Stock of Rayonier Advanced Materials Inc., filed with the Secretary of State of the State of Delaware and effective August 10, 2016 Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on August 10, 2016 3.3 Certificate of Designations of Series A Junior Participating Preferred Stock Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on March 21, 2022 3.4 Amended and Restated Bylaws of Rayonier Advanced Materials Inc., effective October 19, 2022 Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on October 19, 2022 10.1 * Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan, effective May 17, 2023 Incorporated herein by reference to Exhibit D to the Registrant's Definitive Proxy Statement on Schedule 14A filed on March 31, 2023 10.2 Term Loan Credit Agreement, dated as of July 20, 2023, by and among RYAM Lux SARL, Rayonier Advanced Materials Inc., the other subsidiaries of Rayonier Advanced Materials Inc. party thereto, the lenders party thereto, Oaktree Fund Administration, LLC, as administrative agent, and Computershare Trust Company, N.A., as collateral agent Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on July 20, 2023 10.3 Loan Agreement, dated as of July 20, 2023, by and among RYAM Lux SARL, Rayonier Advanced Materials Inc. and the other subsidiaries of Rayonier Advanced Materials Inc. party thereto Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on July 20, 2023 10.4 Amendment No. 2 to Revolving Credit Agreement, dated as of July 20, 2023, among Rayonier Advanced Materials Inc., Rayonier A.M. Products Inc., the lenders and issuing banks party thereto and Bank of America, N.A. as administrative agent and collateral agent Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on July 20, 2023 31.1 Chief Executive Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31.2 Chief Financial Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 32 Certification of Periodic Financial Reports Under Section 906 of the Sarbanes-Oxley Act of 2002 Furnished herewith 101 Interactive data files (formatted in Inline XBRL) pursuant to Rule 405 of Regulation S-T Filed herewith 104 Cover page interactive data file (formatted in Inline XBRL and contained in Exhibit 101) pursuant to Rule 406 of Regulation S-T Filed herewith * Management contract or compensatory plan 33 Table of Contents SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Rayonier Advanced Materials Inc. By: /s/ MARCUS J. MOELTNER Marcus J. Moeltner Chief Financial Officer and Senior Vice President, Finance (Principal Financial Officer) Date: August 9, 2023 34