Rayonier (RYN) interim SVP discloses 44,344 shares and merger-adjusted RSUs

Rhea-AI Filing Summary

Rayonier Inc. filed an initial ownership report for Ryan M. Daniels, who serves as Interim SVP, Wood Products. He reports direct ownership of 44,344 common shares of Rayonier following the reported holdings entry.

The filing also explains how equity awards were affected by Rayonier’s merger with Potlatchdeltic Corporation. At the merger’s effective time, each performance share unit from both companies was treated as achieved based on the greater of target or actual performance and then continued only with time-based vesting on the original schedule.

Potlatch performance and restricted stock units converted into Rayonier restricted stock units using an exchange ratio of 1.8449, with resulting awards rounded to the nearest whole share. The filing notes multiple Rayonier RSU grants for Daniels, including 9,201, 13,176, and 8,918 RSUs scheduled to vest on December 31 of 2026, 2027, and 2028, plus 3,044 special RSUs vesting on September 29, 2026 and 2,924 RSUs vesting in two equal annual installments starting on the second anniversary of the November 15, 2024 grant date.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Daniels Ryan M.

Role Interim SVP, Wood Products

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

Holdings After Transaction: Common Shares — 44,344 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. ("Registrant"), 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 the Registrant (the "Effective Time" and such transaction, the "Merger"). As a result of the Merger, at the Effective Time, a change of control was deemed to occur for each outstanding performance share unit ("PSU") award issued by the Registrant, resulting in each PSU award being deemed achieved based on the greater of target and actual performance. As a result, at the Effective Time, each PSU award was only subject to a time-based vesting condition based on the original vesting date of the PSU prior to the Effective Time. 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). 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). Includes 9,201, 13,176, and 8,918 Rayonier RSUs that are scheduled to vest on December 31 of each of 2026, 2027 and 2028, respectively. Includes 3,044 special RSUs granted on September 29, 2023 that are scheduled to vest on September 29, 2026. Includes 2,924 RSUs granted on November 15, 2024 that are scheduled to vest in two equal annual installments commencing on the second anniversary of the grant date.

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
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1. Name and Address of Reporting Person^*

Daniels Ryan M.

(Last) (First) (Middle)

1 RAYONIER WAY

(Street)

WILDLIGHT FLORIDA 32097

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/20/2026

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

3a. Foreign Trading Symbol

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

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

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

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	44,344(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, by and among Rayonier Inc. ("Registrant"), 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 the Registrant (the "Effective Time" and such transaction, the "Merger"). As a result of the Merger, at the Effective Time, a change of control was deemed to occur for each outstanding performance share unit ("PSU") award issued by the Registrant, resulting in each PSU award being deemed achieved based on the greater of target and actual performance. As a result, at the Effective Time, each PSU award was only subject to a time-based vesting condition based on the original vesting date of the PSU prior to the Effective Time.

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 9,201, 13,176, and 8,918 Rayonier RSUs that are scheduled to vest on December 31 of each of 2026, 2027 and 2028, respectively.

5. Includes 3,044 special RSUs granted on September 29, 2023 that are scheduled to vest on September 29, 2026.

6. Includes 2,924 RSUs granted on November 15, 2024 that are scheduled to vest in two equal annual installments commencing on the second anniversary of the grant date.

Remarks:

Exhibit List: EX 24 Daniels POA

	/s/ Sarah E. Miles / Attorney-In-Fact	03/27/2026
	** 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.
* Form 3: SEC 1473 (03-26)

FAQ

What does the Rayonier (RYN) Form 3 filing report for Ryan M. Daniels?

The Form 3 shows Interim SVP, Wood Products, Ryan M. Daniels directly holding 44,344 Rayonier common shares. It also details his various Rayonier restricted stock unit awards and how they were adjusted and continue to vest following Rayonier’s merger with Potlatchdeltic.

How did the Rayonier–Potlatchdeltic merger affect performance share units?

At the merger’s effective time, each performance share unit was deemed achieved based on the greater of target or actual performance. After that, each award remained outstanding only with time-based vesting, following its original vesting dates rather than ongoing performance conditions.

What exchange ratio was used to convert Potlatch awards into Rayonier RSUs?

Each outstanding Potlatch performance or restricted stock unit converted into a Rayonier restricted stock unit using an equity award exchange ratio of 1.8449. Resulting Rayonier RSUs were rounded to the nearest whole share and remained subject to the applicable Potlatch plan and award agreements.

What Rayonier RSUs for Ryan M. Daniels are scheduled to vest in 2026-2028?

The filing notes 9,201, 13,176, and 8,918 Rayonier RSUs scheduled to vest on December 31, 2026, 2027, and 2028. It also includes 3,044 special RSUs vesting September 29, 2026 and 2,924 RSUs vesting in two equal annual installments after November 15, 2026.

Does the Rayonier (RYN) Form 3 show any insider share purchases or sales?

No specific purchases or sales are reported. The Form 3 is an initial ownership statement showing Ryan M. Daniels’ direct holdings of 44,344 Rayonier common shares and detailing his restricted stock unit awards, rather than documenting new buy or sell transactions.