Rayonier (RYN) HR chief Schwartz reports 140,022 shares from Potlatch merger

Rhea-AI Filing Summary

Rayonier Inc. senior vice president and chief HR officer Robert L. Schwartz reported beneficial ownership of 140,022 Rayonier common shares as of the merger closing with PotlatchDeltic Corporation. This Form 3 establishes his initial insider holdings at Rayonier.

The filing explains that each Potlatch share was converted into 1.8185 Rayonier common shares plus $0.61 in cash under the merger agreement. Potlatch performance share units and restricted stock units were converted into Rayonier restricted stock units using specified exchange ratios.

These converted equity awards include Rayonier RSUs tied to former Potlatch PSUs of 9,892, 18,169 and 10,169 shares and RSU awards of 6,595, 6,874 and 6,780 shares, scheduled to vest on December 31 of 2026, 2027 and 2028, respectively.

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^*

Schwartz Robert L.

(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)
	SVP & Chief HR Officer

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	140,022(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 9,892, 18,169 and 10,169 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 6,595, 6,874 and 6,780 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 Schwartz 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 the Rayonier (RYN) Form 3 filing report for Robert L. Schwartz?

The Form 3 shows Robert L. Schwartz, Rayonier’s SVP & Chief HR Officer, beneficially owns 140,022 common shares. These holdings largely reflect equity received through Rayonier’s merger with PotlatchDeltic, establishing his initial insider ownership position at the combined company.

How did the PotlatchDeltic merger affect Rayonier (RYN) insider share holdings?

Under the merger, each Potlatch share converted into 1.8185 Rayonier common shares plus $0.61 in cash. Potlatch equity awards were also exchanged for Rayonier restricted stock units, increasing insider equity positions like those reported for executive Robert L. Schwartz.

What happened to PotlatchDeltic performance share units in the Rayonier (RYN) deal?

Each Potlatch performance share unit converted into a Rayonier RSU using a 1.8449 exchange ratio, after deeming performance achieved at target or actual levels. The resulting Rayonier RSUs keep prior plan terms, including any double-trigger vesting provisions but excluding performance-based vesting conditions.

What future vesting Rayonier (RYN) RSUs are reported for Robert L. Schwartz?

The filing notes Rayonier RSUs from Potlatch PSUs of 9,892, 18,169 and 10,169 shares, and from Potlatch RSUs of 6,595, 6,874 and 6,780 shares. These awards are scheduled to vest on December 31 of 2026, 2027 and 2028.

Does Robert L. Schwartz hold Rayonier (RYN) shares directly or indirectly?

The Form 3 lists 140,022 Rayonier common shares with ownership coded as Direct (D). No footnotes indicate indirect entities or disclaimers of beneficial ownership, so the shares are reported as directly held by Schwartz in his capacity as an insider.

How were PotlatchDeltic restricted stock units treated in the Rayonier (RYN) merger?

Each Potlatch restricted stock unit converted into a Rayonier RSU using the defined equity award exchange ratio. These new Rayonier RSUs follow the original Potlatch equity plan and award agreement terms, including double-trigger vesting acceleration but without separate performance-vesting conditions.