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Rayonier (RYN) director Mark D. Leland discloses 56,908 shares after merger

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Rayonier Inc. director Mark D. Leland has filed an initial ownership report showing beneficial ownership of 56,908 Rayonier common shares, held directly. This reflects equity received in connection with Rayonier’s merger with PotlatchDeltic Corporation, completed through Redwood Merger Sub, LLC.

At the merger’s effective time, each outstanding Potlatch restricted stock unit converted into a Rayonier restricted stock unit using a 1.8449 conversion ratio, rounded to the nearest whole share and governed by the existing equity plan. Pursuant to Leland’s elections under the plan, these Rayonier RSUs are deferred. During vesting and deferral, dividend equivalents will be credited as additional Rayonier RSUs, which will vest and be paid on the same schedule. The total includes 22,833 Rayonier RSUs.

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Insider LELAND D MARK
Role Director
Type Security Shares Price Value
holding Common Shares -- -- --
Holdings After Transaction: Common Shares — 56,908 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 Potlatch restricted stock unit converted into a Rayonier restricted stock unit (each, a "Rayonier RSU"), 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 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 are deferred. During the vesting and deferral periods, an amount equal to the dividends that would have been paid on Rayonier RSUs had they been in the form of Rayonier common shares will be converted into additional Rayonier RSUs. The additional Rayonier RSUs 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 Plan. Includes 22,833 Rayonier RSUs.
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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*
LELAND D MARK
(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 56,908(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").
2. At the Effective Time, each outstanding Potlatch restricted stock unit converted into a Rayonier restricted stock unit (each, a "Rayonier RSU"), 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 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 are deferred.
3. During the vesting and deferral periods, an amount equal to the dividends that would have been paid on Rayonier RSUs had they been in the form of Rayonier common shares will be converted into additional Rayonier RSUs. The additional Rayonier RSUs 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 Plan. Includes 22,833 Rayonier RSUs.
Remarks:
Exhibit List: EX 24 Leland 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.
* 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many Rayonier (RYN) shares does director Mark D. Leland report on Form 3?

Mark D. Leland reports beneficial ownership of 56,908 Rayonier common shares on his Form 3. These shares are held directly and include equity received in connection with Rayonier’s merger with PotlatchDeltic, reflecting his initial disclosed ownership position as a director.

What merger transaction underlies Mark D. Leland’s Rayonier (RYN) equity holdings?

Leland’s equity ties to the merger where PotlatchDeltic Corporation merged into Redwood Merger Sub, LLC, a wholly owned Rayonier subsidiary. The surviving entity became a wholly owned subsidiary of Rayonier, and Potlatch equity awards converted into Rayonier restricted stock units at closing.

How were PotlatchDeltic restricted stock units converted into Rayonier (RYN) RSUs?

Each Potlatch restricted stock unit converted into a Rayonier RSU at the effective time using a 1.8449 conversion ratio. The ratio applied to the underlying Potlatch shares, including dividend equivalents, with results rounded to the nearest whole share under the existing equity plan.

How many Rayonier (RYN) restricted stock units are included in Mark D. Leland’s holdings?

Leland’s reported position includes 22,833 Rayonier RSUs. These units arose from the conversion of PotlatchDeltic restricted stock units and are governed by Rayonier’s equity plan, with amounts adjusted over time for dividend equivalents credited as additional RSUs.

Are Mark D. Leland’s Rayonier (RYN) RSUs currently deferred?

Yes. Under elections made by Leland pursuant to the applicable equity plan, his Rayonier restricted stock units are deferred. They will vest and be paid in accordance with plan terms, with dividend equivalents converted into additional RSUs and following the same vesting and payment schedule.

How do dividend equivalents affect Mark D. Leland’s Rayonier (RYN) RSUs?

During vesting and deferral, amounts equal to dividends that would be paid on Rayonier common shares are converted into additional Rayonier RSUs. These additional RSUs vest and are paid at the same time as the underlying RSUs, following Leland’s deferral elections under the plan.