The shareholder, which owns about 3% of Rayonier, sent a letter to the board Wednesday arguing that the company's assets were worth a lot but weren't being managed well.

"The math is not complicated: combine the business with a strategic acquirer, eliminate the duplicative overhead, and you have a company that not only works, but thrives," Dan Farb, managing member of Mill Pond, said in the letter.

Farb said he sent a private letter in May to board chair Julie Dill and had a call with her, during which he said he thought a full sale would be the best path forward for the company.

Dill assured Farb that the board was "working to do what is best for shareholders," Farb said, which he saw as an insufficient response.

Rayonier AM didn't immediately respond to a request for comment.

Rayonier's assets, including its specialty cellulose operations, would be attractive to buyers, Farb said.

However, he said that the company's roughly $55 million to $60 million in annual corporate overhead, as well as years of reporting a loss from continuing operations, pointed to deep-seated financial problems that Rayonier hasn't been able to address.

He noted that a buyer offered to acquire Rayonier AM for $11 to $12 a share in November 2025, which was disclosed in a public filing earlier this year. Rayonier's board rejected the proposal.

In April, Rayonier said it was exploring strategic alternatives and Chief Executive Scott Sutton resigned.

"The strategic review was the right call," Farb said. "Now finish it. Sell the Company."

The full text of the letter follows:

June 17, 2026

Ms. Julie Dill, Non-Executive Chair
and Fellow Members of the Board of Directors
Rayonier Advanced Materials
1301 Riverplace Blvd., Suite 2300
Jacksonville, Florida 32207

Dear Ms. Dill and Fellow Board Members:

I first became a shareholder of Rayonier Advanced Materials ("RYAM" or the "Company") in 2019 and currently own approximately 3% of the Company's outstanding common shares, making me one of the Company's larger shareholders. I have a successful history of investing in commodity-related businesses and, like each of you on RYAM's Board of Directors (the "Board"), have served on public company boards in the commodity space.

I am writing today following a private letter I sent on May 8, 2026, and a subsequent call with Chair Dill, in which I stated my belief that a full sale of RYAM is the best path forward for the Company. This limited engagement from Chair Dill produced only the assurance that the Board is "working to do what is best for shareholders." After seven years of receiving that assurance -- and being unable to present my views to the broader Board -- I am no longer content to wait for a different result.

The Scorecard Is Simple

I invested in RYAM believing the Company possessed genuinely excellent assets that were poorly managed - a fixable problem. What I underestimated was how durable RYAM's financial underperformance would prove to be inside a subscale public company with structural disadvantages no management team can fully overcome.

RYAM has reported a loss from continuing operations every year since 2019. Guidance has rarely been met. The Company has cycled through three CEOs - and currently does not have a CEO in the seat - all while paying out tens of millions of dollars in compensation and director fees. One dollar invested in RYAM at its launch as a public company in June 2014 is today worth less than $0.25. The same dollar invested in the S&P 500, with dividends reinvested, would have grown to nearly $5.00. That is not a rough patch. It is a verdict.

A Structural Problem That Management Alone Cannot Solve

Part of this is not a management problem -- it is an arithmetic problem. RYAM carries approximately $55 to $60 million in annual corporate overhead, an enormous, fixed cost for a small-cap company. A strategic acquirer with an existing platform could eliminate a meaningful portion of that overhead on day one. That single fact goes a long way toward explaining why a sale creates value that no standalone operating plan can replicate. The assets are not the problem. The structure is.

The Board's Own Recent Record

In November 2025, a credible buyer offered to acquire RYAM at $11 to $12 per share, representing a premium of approximately 100% to the prevailing stock price. The Board rejected the proposal. The receipt of the 100% premium offer and the Board's response were not made public by the Company but rather by the buyer in a securities filing earlier this year.

In January 2026, RYAM named a new CEO who lasted just over 100 days before resigning in April 2026. Boards make difficult calls, and reasonable people can disagree about any single decision. But seven-plus years of losses, three CEOs, a rejected 100% premium offer not disclosed to shareholders, and a company now without permanent leadership is not a streak of bad luck. It is a pattern, and patterns tell you something.

Skin in the Game

In 2025, RYAM paid its Board members over $1.3 million in total compensation, per the Company's March 2026 Proxy Statement. A review of SEC Form 4 filings shows that over their collective tenures - the average tenure of the current directors is approximately six years - those same Board members purchased fewer than 80,000 shares in the open market, representing roughly $500,000 at cost. I am not suggesting bad faith. But there is a meaningful difference between being paid to oversee a company and choosing to invest your own money in it. The people who are deciding whether to sell this business have not, while serving on this Board, put their own money behind the belief that they should keep running it. That is worth sitting with.

What I Am Asking For

RYAM's assets are irreplaceable - specialty cellulose operations serving growing global markets in pharmaceuticals, food, filtration, and performance materials - rendering them exceptionally attractive to the right partner. The problem has never been the assets. Seven-plus years of evidence has made clear that the combination of capital structure, overhead burden, rotating management, and a misaligned Board cannot unlock the significant asset value embedded within RYAM.

At least one credible acquirer has, on an unsolicited basis, expressed serious interest in these assets and has articulated a clear strategic rationale for combining them with a complementary platform. Given the quality, scarcity, and multi-billion-dollar replacement cost of RYAM's assets - the Company trades for a fraction of its replacement cost - I imagine there are likely additional interested parties. The math is not complicated: combine the business with a strategic acquirer, eliminate the duplicative overhead, and you have a company that not only works, but thrives.

The strategic review was the right call. Now finish it. Sell the Company.

Shareholders have been patient for more than seven years. These assets deserve an owner who can do right by them.

Respectfully,
Daniel Farb
Managing Member
Mill Pond Capital, LLC