Rayonier (RYN) CFO Wayne Wasechek discloses 118,450 shares post-Potlatch merger

Rhea-AI Filing Summary

Rayonier Inc. executive Wayne Wasechek, EVP and CFO, reported his initial holdings following Rayonier’s merger with Potlatchdeltic. He beneficially owns 118,450 common shares of Rayonier, held directly.

The filing explains that Potlatch merged into a Rayonier subsidiary, and at the merger’s effective time each Potlatch common share was automatically converted into the right to receive 1.8185 Rayonier common shares plus $0.61 in cash, plus any fractional share consideration. Potlatch performance share units and restricted stock units converted into Rayonier restricted stock units, using specified exchange ratios and rounding rules, and remain subject to the prior equity plan terms, including any double-trigger vesting provisions. The holdings include multiple blocks of Rayonier RSUs that are scheduled to vest on April 19, 2026 and 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^*

WASECHEK WAYNE

(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 and CFO

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	118,450(1)(2)(3)(4)(5)	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. Includes 13,236, 26,758 and 14,979 Rayonier RSUs granted upon conversion of Potlatch PSUs that are scheduled to vest on December 31 of each of 2026, 2027 and 2028, respectively.

5. Includes 7,374, 8,825, 10,123 and 9,986 Rayonier RSU Awards granted upon conversion of Potlatch PSU awards that are scheduled to vest on April 19, 2026 and December 31 of each of 2026, 2027 and 2028, respectively.

Remarks:

Exhibit List: EX 24 Wasechek 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

How many Rayonier (RYN) shares does EVP and CFO Wayne Wasechek report on this Form 3?

Wayne Wasechek reports beneficial ownership of 118,450 Rayonier common shares, all held directly. This total reflects equity received in connection with Rayonier’s merger with Potlatchdeltic and includes converted restricted stock unit awards scheduled to vest between 2026 and 2028.

What did Potlatchdeltic shareholders receive in the Rayonier (RYN) merger?

Each Potlatchdeltic common share was converted into 1.8185 Rayonier common shares plus $0.61 in cash, plus any fractional share consideration. This automatic conversion occurred at the merger’s effective time when Potlatchdeltic merged into a wholly owned Rayonier subsidiary.

How were Potlatchdeltic performance share units treated in the Rayonier (RYN) merger?

Each Potlatch performance share unit converted into a Rayonier restricted stock unit using a 1.8449 exchange multiple, with performance deemed at the greater of target or actual, then rounded to whole shares. The resulting RSUs keep prior plan terms, including any double-trigger vesting rights.

What happened to Potlatchdeltic restricted stock units in the Rayonier (RYN) transaction?

Each Potlatch restricted stock unit converted into a Rayonier restricted stock unit based on the number of Potlatch shares underlying the award, adjusted by the equity award exchange ratio and rounded. These new Rayonier RSUs remain subject to the former Potlatch equity plan agreements.

When do Wayne Wasechek’s Rayonier (RYN) RSU awards from the merger vest?

The RSUs include blocks of 13,236, 26,758 and 14,979 units vesting on December 31 of 2026, 2027 and 2028, and 7,374, 8,825, 10,123 and 9,986 units vesting on April 19, 2026 and December 31 of 2026, 2027 and 2028.

What is Wayne Wasechek’s role at Rayonier (RYN) according to this Form 3?

The filing identifies Wayne Wasechek as an officer of Rayonier, serving as Executive Vice President and Chief Financial Officer. His Form 3 reports his initial beneficial ownership position in Rayonier common shares and related equity awards following the Potlatchdeltic merger.