Rayonier (NYSE: RYN) director discloses 58,960-share stake post-merger

Rhea-AI Filing Summary

Rayonier Inc. director Linda M. Breard reported initial ownership of 58,960 Rayonier common shares as of January 30, 2026. The filing follows the merger of PotlatchDeltic Corporation into a Rayonier subsidiary, where each Potlatch share converted into 1.8185 Rayonier shares plus $0.61 in cash.

Outstanding Potlatch restricted stock units and stock equivalent units were converted into Rayonier restricted stock units and stock equivalent units at a 1.8449 exchange ratio and are deferred under Rayonier’s existing plan. Breard’s holdings include 46,058 Rayonier RSUs and 12,902 Rayonier DSUs, which accrue additional units based on dividend equivalents.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Breard Linda M.

Role Director

Type	Security	Shares	Price	Value
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 58,960 shares (Direct)

Footnotes (1)

1. In connection with the terms of the Agreement and Plan of Merger, dated October 13, 2025, by and among Rayonier Inc. ("Rayonier"), Potlatchdeltic Corporation ("Potlatch"), and Redwood Merger Sub, LLC, a direct, wholly owned subsidiary of Registrant ("Merger Sub"), Potlatch merged with and into Merger Sub, with Merger Sub surviving as a direct, wholly owned subsidiary of Rayonier (the "Effective Time" and such transaction, the "Merger"). At the Effective Time, each outstanding share of Common Stock was automatically converted into the right to receive (i) 1.8185 Rayonier common shares and (ii) $0.61 in cash, without interest, plus any fractional share consideration. At the Effective Time, each outstanding Potlatch restricted stock unit and Potlatch stock equivalent unit converted into a Rayonier restricted stock unit (each, a "Rayonier RSU") and Rayonier stock equivalent unit ("Rayonier DSU"), respectively, based on the number of shares of Potlatch common stock subject to such award immediately prior to the Effective Time, accounting for any dividend equivalents, multiplied by 1.8449, rounded to the nearest whole share. Each such Rayonier RSU and Rayonier DSU is subject to the terms of the applicable plan under which such awards were issued in effect immediately prior to the Effective Time (the "Plan"). Pursuant to elections by the Reporting Person pursuant to the Plan, these Rayonier RSUs and Rayonier DSUs are deferred. During the deferral period, an amount equal to the dividends that would have been paid on Rayonier RSUs and Rayonier DSUs had they been in the form of Rayonier common shares will be converted into additional Rayonier RSUs and Rayonier DSUs, respectively. The additional Rayonier RSUs and Rayonier DSUs will vest and be paid at the same time as the underlying Rayonier common shares and be subject to the Reporting Person's deferral election under the applicable Plan. Includes 46,058 Rayonier RSUs and 12,902 Rayonier DSUs.

Understanding Insider Trading Forms →

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Breard Linda M.

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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	58,960(1)(2)(3)	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, by and among Rayonier Inc. ("Rayonier"), Potlatchdeltic Corporation ("Potlatch"), and Redwood Merger Sub, LLC, a direct, wholly owned subsidiary of Registrant ("Merger Sub"), Potlatch merged with and into Merger Sub, with Merger Sub surviving as a direct, wholly owned subsidiary of Rayonier (the "Effective Time" and such transaction, the "Merger"). At the Effective Time, each outstanding share of Common Stock was automatically converted into the right to receive (i) 1.8185 Rayonier common shares and (ii) $0.61 in cash, without interest, plus any fractional share consideration.

2. At the Effective Time, each outstanding Potlatch restricted stock unit and Potlatch stock equivalent unit converted into a Rayonier restricted stock unit (each, a "Rayonier RSU") and Rayonier stock equivalent unit ("Rayonier DSU"), respectively, based on the number of shares of Potlatch common stock subject to such award immediately prior to the Effective Time, accounting for any dividend equivalents, multiplied by 1.8449, rounded to the nearest whole share. Each such Rayonier RSU and Rayonier DSU is subject to the terms of the applicable plan under which such awards were issued in effect immediately prior to the Effective Time (the "Plan"). Pursuant to elections by the Reporting Person pursuant to the Plan, these Rayonier RSUs and Rayonier DSUs are deferred.

3. During the deferral period, an amount equal to the dividends that would have been paid on Rayonier RSUs and Rayonier DSUs had they been in the form of Rayonier common shares will be converted into additional Rayonier RSUs and Rayonier DSUs, respectively. The additional Rayonier RSUs and Rayonier DSUs will vest and be paid at the same time as the underlying Rayonier common shares and be subject to the Reporting Person's deferral election under the applicable Plan. Includes 46,058 Rayonier RSUs and 12,902 Rayonier DSUs.

Remarks:

Exhibit List: EX 24 POA (Breard)

	/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.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Rayonier (RYN) disclose in Linda M. Breard’s Form 3 filing?

Rayonier disclosed that director Linda M. Breard beneficially owns 58,960 Rayonier common shares following the PotlatchDeltic merger. Her position includes a mix of common shares, restricted stock units, and deferred stock units that arose from the conversion of prior Potlatch equity awards.

How many Rayonier (RYN) shares does director Linda M. Breard beneficially own?

Linda M. Breard beneficially owns 58,960 Rayonier common shares, held directly. This total reflects equity received in connection with Rayonier’s merger with PotlatchDeltic Corporation, including converted restricted stock units and deferred stock units tied to her prior Potlatch equity awards.

How did the PotlatchDeltic merger affect Rayonier (RYN) equity for Linda Breard?

In the merger, each Potlatch share converted into 1.8185 Rayonier common shares plus $0.61 in cash. Breard’s Potlatch restricted stock units and stock equivalent units were converted into Rayonier RSUs and DSUs using a 1.8449 exchange ratio, then deferred under Rayonier’s existing equity plan.

What are the Rayonier RSUs and DSUs reported for Linda M. Breard?

The filing notes 46,058 Rayonier restricted stock units (RSUs) and 12,902 deferred stock units (DSUs) for Linda M. Breard. These awards are deferred under Rayonier’s plan and will also receive additional units over time based on dividend equivalents credited during the deferral period.

When did the ownership event for Rayonier (RYN) director Linda Breard occur?

The relevant ownership event for Linda M. Breard is dated January 30, 2026. That date reflects when her Rayonier holdings, including common shares and converted Potlatch equity awards, were established in connection with the completion of the merger into a Rayonier subsidiary.

How are dividends treated on Linda Breard’s Rayonier RSUs and DSUs?

During the deferral period, amounts equal to dividends on underlying Rayonier shares are credited as additional RSUs and DSUs. These additional units vest and are paid at the same time as the original Rayonier awards, under the same deferral elections in the company’s plan.