Rayonier (RYN) director Michael Covey discloses 231,344 shares after PotlatchDeltic merger

Rhea-AI Filing Summary

Rayonier Inc. director Michael J. Covey has filed an initial ownership report showing beneficial ownership of 231,344 Rayonier common shares after the completion of Rayonier’s merger with PotlatchDeltic Corporation.

At the merger’s effective time, each Potlatch share converted into the right to receive 1.8185 Rayonier common shares plus $0.61 in cash, along with any fractional share consideration. Outstanding Potlatch restricted stock units were also converted into Rayonier restricted stock units at a 1.8449-to-1 factor, rounded to the nearest whole share, and remain governed by the pre‑existing incentive plan.

Under Mr. Covey’s deferral elections, these Rayonier RSUs are deferred, and amounts equal to dividends on the RSUs are credited as additional Rayonier RSUs. The disclosed holdings include 18,526 Rayonier RSUs, which will vest and be paid on the same schedule as the underlying units.

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^*

COVEY MICHAEL J

(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	231,344(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 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 deferral period, 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 18,526 Rayonier RSUs.

Remarks:

Exhibit List: Ex 24 Covey 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.
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FAQ

What does Michael J. Covey’s Form 3 filing reveal about his Rayonier (RYN) share ownership?

The Form 3 shows Michael J. Covey beneficially owns 231,344 Rayonier common shares, including 18,526 deferred Rayonier RSUs. These holdings reflect equity converted from PotlatchDeltic awards following the merger into a Rayonier subsidiary.

How were PotlatchDeltic shares converted into Rayonier (RYN) equity in the merger?

Each outstanding PotlatchDeltic common share was automatically converted into the right to receive 1.8185 Rayonier common shares plus $0.61 in cash. Holders also received appropriate fractional share consideration as part of the merger terms.

What happened to PotlatchDeltic restricted stock units in the Rayonier (RYN) merger?

Each outstanding Potlatch restricted stock unit converted into a Rayonier RSU based on the underlying Potlatch shares multiplied by 1.8449, rounded to the nearest whole share. These new RSUs remain subject to the existing incentive plan’s terms.

How are dividends treated on Michael J. Covey’s Rayonier (RYN) RSUs?

During the deferral period, amounts equal to dividends that would have been paid on Rayonier RSUs are converted into additional Rayonier RSUs. These additional RSUs vest and are paid at the same time as the original deferred RSUs.

Are Michael J. Covey’s Rayonier (RYN) RSUs currently payable in shares or cash?

Covey’s Rayonier RSUs are deferred under the company’s plan, meaning settlement is postponed according to his prior elections. The RSUs, including dividend-equivalent RSUs, vest and are paid on the schedule specified by the plan and his deferral election.

What is the relationship between Michael J. Covey and Rayonier (RYN) indicated in the Form 3?

The Form 3 identifies Michael J. Covey as a director of Rayonier Inc. It reflects his initial statement of beneficial ownership in Rayonier common shares and RSUs following the merger with PotlatchDeltic into a Rayonier subsidiary.