Rayonier (RYN) EVP details 134,289 shares after Potlatch merger

Rhea-AI Filing Summary

Rayonier Inc. executive Ashlee Townsend Cribb, EVP of Wood Products, filed an initial ownership report showing holdings received in connection with Rayonier’s merger with PotlatchDeltic Corporation. As of the merger effective time on January 30, 2026, she beneficially owns 134,289 Rayonier common shares directly.

The merger converted each Potlatch share into 1.8185 Rayonier common shares plus $0.61 in cash. Cribb’s Potlatch equity awards also converted into Rayonier awards, including restricted stock units and stock equivalent units. She holds 20,470 Rayonier stock equivalent units, and multiple Rayonier RSU grants that are scheduled to vest on December 31 of 2026, 2027, and 2028.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Cribb Ashlee Townsend

(Last) (First) (Middle)

1 RAYONIER WAY

(Street)

WILDLIGHT FL 32097

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/30/2026

3. Issuer Name and Ticker or Trading Symbol
RAYONIER INC [ RYN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Wood Products

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	134,289(1)(2)(3)(4)(5)(6)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. In connection with the terms of the Agreement and Plan of Merger, dated October 13, 2025 (as it may be amended from time to time, the "Merger Agreement"), by and among Rayonier Inc. ("Rayonier"), Potlatchdeltic Corporation ("Potlatch"), and Redwood Merger Sub, LLC, a direct, wholly owned subsidiary of Rayonier ("Merger Sub"), Potlatch merged with and into Merger Sub, with Merger Sub surviving as a direct, wholly owned subsidiary of Rayonier (the "Effective Time"). At the Effective Time, each outstanding share of common stock of Potlatch was automatically converted into the right to receive (i) 1.8185 common shares of Rayonier and (ii) $0.61 in cash, without interest, plus any fractional share consideration.

2. At the Effective Time, each outstanding Potlatch performance share ("Potlatch PSU") converted into a Rayonier restricted stock unit (each, a "Rayonier RSU") based on the number of shares of Potlatch common stock underlying Potlatch PSU determined by deeming any applicable performance-based criteria achieved based on the greater of Potlatch's target performance or actual performance, as calculated on the latest practicable date prior to the Effective Time, taking into account any dividend equivalents, multiplied by 1.8449, rounded to the nearest whole number of shares. Each such Rayonier RSU is subject to the terms of the applicable predecessor Potlatch equity plan and Potlatch performance share award agreement in effect immediately prior to the Effective Time (including any double-trigger vesting acceleration entitlements and excluding any vesting terms related to the satisfaction of performance criteria).

3. At the Effective Time, each outstanding Potlatch restricted stock unit ("Potlatch RSU") converted into a Rayonier restricted stock unit (each, a "Rayonier RSU"), based on the number of shares of Potlatch common stock subject to such Potlatch RSU immediately prior to the Effective time, taking into account any dividend equivalents, multiplied by the Equity Award Exchange Ratio, rounded to the nearest whole number of shares. Each such Rayonier RSU is subject to the terms of the applicable Potlatch equity plan and Potlatch restricted stock unit agreement in effect immediately prior to the Effective Time (including any double-trigger vesting acceleration entitlements).

4. At the Effective Time, each outstanding Potlatch stock equivalent unit converted into a stock equivalent unit with respect to a number of Rayonier common shares based on the number of shares of Potlatch common stock underlying the stock equivalent unit, taking into account any dividend equivalents, multiplied by 1.8449, rounded to the nearest whole number of shares. The Rayonier stock equivalent units are subject to the terms of the applicable Potlatch deferred compensation plan in effect immediately prior to the Effective Time, including any deferral election thereunder. The Reporting Person holds 20,470 Rayonier stock equivalent units.

5. Includes 14,081, 24,337, and 13,623 Rayonier RSUs granted upon conversion of Potlatch PSUs that are scheduled to vest on December 31 of each of 2026, 2027 and 2028, respectively.

6. Includes 9,388, 9,208, and 9,082 Rayonier RSU Awards granted upon conversion of Potlatch RSU awards that are scheduled to vest on December 31 of each of 2026, 2027 and 2028, respectively.

Remarks:

Exhibit List: EX 24 Cribb POA

	/s/ Sarah E. Miles / Attorney-In-Fact	02/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What does Ashlee Townsend Cribb’s Form 3 filing for Rayonier (RYN) show?

The Form 3 shows EVP Wood Products Ashlee Townsend Cribb’s initial beneficial ownership in Rayonier after the PotlatchDeltic merger. She directly holds 134,289 Rayonier common shares and various converted equity awards, including restricted stock units and stock equivalent units with future vesting dates.

How many Rayonier (RYN) common shares does Ashlee Townsend Cribb beneficially own?

Ashlee Townsend Cribb beneficially owns 134,289 Rayonier common shares directly. This position reflects equity received in connection with Rayonier’s merger with PotlatchDeltic, where outstanding Potlatch shares and awards were converted into Rayonier shares and corresponding Rayonier equity instruments at closing.

What were the merger terms between Rayonier and PotlatchDeltic mentioned in the Form 3?

Under the merger, each outstanding PotlatchDeltic common share automatically converted into the right to receive 1.8185 Rayonier common shares and $0.61 in cash, plus any fractional share consideration. Potlatch merged into a Rayonier subsidiary, which now survives as a wholly owned subsidiary of Rayonier.

How were PotlatchDeltic performance shares and RSUs converted into Rayonier (RYN) awards?

Outstanding Potlatch performance shares converted into Rayonier RSUs using a 1.8449 exchange factor after determining performance, while Potlatch RSUs converted using an equity award exchange ratio. The resulting Rayonier RSUs remain subject to the original Potlatch plan terms, including any double-trigger vesting provisions.

What future vesting schedule applies to Ashlee Townsend Cribb’s Rayonier RSUs?

The filing notes Rayonier RSUs granted upon conversion of Potlatch awards vest on December 31, 2026, 2027, and 2028. These include tranches of RSUs from former Potlatch performance share units and restricted stock units, all governed by the prior Potlatch equity plan documents.

What are Rayonier stock equivalent units held by Ashlee Townsend Cribb?

Rayonier stock equivalent units represent deferred compensation tied to Rayonier common shares. At the merger’s effective time, Potlatch stock equivalent units converted into Rayonier stock equivalent units using a 1.8449 factor. The filing states Cribb holds 20,470 such Rayonier stock equivalent units under a deferred compensation plan.