SEC Form DEFA14A filed by Rayonier Advanced Materials Inc.

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Rayonier Advanced Materials Inc.

1301 Riverplace Boulevard

Jacksonville, FL  32207

Supplement No. 1 to

Definitive Proxy Statement dated March 31, 2025

for the Annual Meeting of Stockholders to be held on May 14, 2025

On March 31, 2025, Rayonier Advanced Materials Inc. (the “Company”) filed its definitive Proxy Statement (the “Proxy Statement”) in connection with the solicitation of proxies for the Company’s 2025 Annual Meeting of Stockholders, scheduled to be held on May 14, 2025, at 5:30 p.m. ET (the “Annual Meeting”). The purpose of this Supplement No. 1 to the Proxy Statement (the “Supplement”) is to revise certain language in the section titled “Proposal 5 – Approval of the Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan, as Amended and Restated—Outstanding Awards under the 2023 Plan and Determination of Share Reserve for the Amended 2023 Plan,” to clarify that the data presented in the related table reflects all existing equity compensation plans, not solely the 2023 Plan.

Accordingly, this Supplement amends and restates the following:

The original chart title, “Outstanding Awards under the 2023 Plan and Determination of Share Reserve for the Amended 2023 Plan,” has been revised to “Outstanding Awards and Available Shares” to clarify that the data pertains to all existing equity compensation plans, not just the 2023 Plan.

The introductory paragraph has been revised to eliminate redundant references to the 2023 Plan and to clearly state that the data includes awards and available shares under all equity compensation plans currently in effect.

No numerical values within the table have been changed. The revisions are strictly textual and intended to prevent any misinterpretation that the data applies exclusively to the 2023 Plan.

The revised language is marked to show changes, with deletions indicated by strikeouts and additions shown with double underlining. This Supplement does not include any changes to the performance or earnout calculations disclosed in the Proxy Statement for the Company’s long-term incentive awards, nor does it modify any aspect of the Company’s Long-Term Incentive Plan. All such disclosures remain accurate for the periods presented. This Supplement should be read in conjunction with the Proxy Statement, and, except as described herein, no other information in the Proxy Statement has been modified. The proposals to be acted upon at the Annual Meeting remain unchanged.

If you have already voted, no further action is required unless you wish to change or revoke your prior vote. Instructions for changing or revoking a previously submitted vote are included in the Proxy Statement.

Outstanding Awards under the 2023 Plan and Available Shares Determination of Share Reserve for the Amended 2023 Plan

The following table presents information about the regarding the number of shares that were subject to various outstanding equity awards under the 2023 Plan under all existing equity compensation plans and the shares remaining available for future grants under all existing equity compensation plans issuance under the 2023 Plan. On March 10, 2025, the total number of shares outstanding was 3,026,564 and closing market price per share of our common stock on that date was $5.49.

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