Other Information
−Removed: (c) During the quarter ended June 29, 2024, no director or officer of the Company adopted, modified or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement.
+Added: (c) On August 20, 2024 , James L.
+Added: , Chief Administrative Officer and Senior Vice President, Human Resources of the Company, adopted a trading arrangement for the sale of securities of the Company’s common stock (a “Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c).
+Added: Posze’s Rule 10b5-1 Trading Plan provides for the sale of up to 30,000 shares of common stock pursuant to the terms of the plan.
+Added: The Rule 10b5-1 Trading Plan will expire on November 20, 2025 , or on any earlier date on which all of the shares have been sold.
+Added: Except as provided above, during the quarter ended September 28, 2024, no other director or officer of the Company adopted, modified or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement.
Description Location
2 unchanged sentences
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Rayonier Advanced Materials Inc.
−Removed: Filed herewith
+Added: Incorporated herein by reference to Exhibit 3.2 to the Registrant’s Form 10-Q filed on August 7, 2024
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
1 unchanged sentence
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
+Added: Term Loan Credit Agreement, dated as of October 28, 2024, by and among Rayonier A.M.
+Added: Products Inc., Rayonier Advanced Materials Inc., the other subsidiaries of Rayonier Advanced Materials Inc.
+Added: party thereto, the lenders party thereto, and Alter Domus (US) LLC, as administrative agent and collateral agent.
+Added: Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on October 29, 2024
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
11 unchanged sentences
(Principal Financial Officer)
−Removed: August 7, 2024
+Added: November 6, 2024
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.