Rayonier (RYN) chair Cremers reports 878,783 shares post‑Potlatch deal

Rhea-AI Filing Summary

Rayonier Inc. Executive Chairman Eric J. Cremers filed an initial ownership report showing beneficial ownership of 878,783 common shares of Rayonier following the closing of its merger with PotlatchDeltic.

Each Potlatch share was converted into 1.8185 Rayonier common shares plus $0.61 in cash at the merger’s effective time. Potlatch performance share units and restricted stock units converted into Rayonier restricted stock units using stated exchange ratios, with sizeable awards scheduled to vest on December 31 of 2026, 2027 and 2028.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider CREMERS ERIC J

Role Executive Chairman

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

Holdings After Transaction: Common Shares — 878,783 shares (Direct)

Footnotes (1)

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. 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 77,861, 134,469 and 74,910 Rayonier RSUs granted upon conversion of Potlatch PSUs that are scheduled to vest on December 31 of each of 2026, 2027 and 2028, respectively. Includes 50,686, 50,248 and 49,940 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.

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Accepted by SEC EDGAR 02/09/2026 - 06:36 PM Learn about SEC filing dates

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^*

CREMERS ERIC 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
X	Officer (give title below)		Other (specify below)
	Executive Chairman

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	878,783(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 77,861, 134,469 and 74,910 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 50,686, 50,248 and 49,940 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 Cremers 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.

FAQ

What does Eric J. Cremers report owning in Rayonier (RYN) on this Form 3?

Eric J. Cremers reports beneficial ownership of 878,783 Rayonier common shares. This initial statement reflects his holdings as Executive Chairman after Rayonier’s merger with PotlatchDeltic, including shares and restricted stock units that trace back to converted Potlatch equity awards.

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

Each Potlatch common share converted into 1.8185 Rayonier common shares plus $0.61 in cash. The cash portion is paid without interest, and holders also receive any applicable fractional share consideration tied to the exchange mechanics at the effective time.

What happened to Potlatch performance share units in the Rayonier (RYN) merger?

Each Potlatch performance share unit converted into a Rayonier restricted stock unit. The conversion used performance achieved at target or actual, plus dividend equivalents, multiplied by 1.8449 and rounded, with existing equity plan and double-trigger vesting terms largely preserved.

How were Potlatch restricted stock units treated in the Rayonier (RYN) transaction?

Each outstanding Potlatch restricted stock unit became a Rayonier restricted stock unit. The number of Rayonier units equals Potlatch units, including dividend equivalents, multiplied by the defined Equity Award Exchange Ratio and rounded, while legacy Potlatch equity plan terms and double-trigger vesting continue to govern.

What Rayonier (RYN) RSU vesting schedule is disclosed for converted Potlatch PSUs?

Converted Potlatch performance share units yield Rayonier RSUs vesting through 2028. The holdings include 77,861, 134,469 and 74,910 Rayonier RSUs scheduled to vest on December 31 of 2026, 2027 and 2028, respectively, subject to the original plan terms.

What Rayonier (RYN) RSU vesting schedule is disclosed for converted Potlatch RSUs?

Converted Potlatch RSUs also follow a three-year Rayonier vesting schedule. The position includes 50,686, 50,248 and 49,940 Rayonier RSU awards that are scheduled to vest on December 31 of 2026, 2027 and 2028, respectively, under the applicable Potlatch equity plan documentation.