Rayonier (NYSE: RYN) EVP stock withheld for tax on vesting

Rhea-AI Filing Summary

Rayonier Inc. executive Rogers W. Rhett reported a tax-related share disposition tied to restricted stock vesting. On the transaction date, 965 common shares were withheld to cover tax withholding obligations, rather than being sold on the open market. Following this withholding, he directly owns 125,917.43 common shares and indirectly holds 4,209.82 common shares in a trust.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Rogers W. Rhett

Role EVP, Land Resources

Type	Security	Shares	Price	Value
Tax Withholding	Common Shares	965	$21.10	$20K
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 125,917.43 shares (Direct); Common Shares — 4,209.82 shares (Indirect, In Trust)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 965 shares Withholding price per share: $21.10 per share Direct holdings after transaction: 125,917.43 shares +2 more

5 metrics

Shares withheld for taxes 965 shares Tax withholding on restricted stock vesting

Withholding price per share $21.10 per share Value used for 965 withheld shares

Direct holdings after transaction 125,917.43 shares Common shares held directly post-withholding

Indirect holdings in trust 4,209.82 shares Common shares held indirectly in trust

Tax-withholding transactions 1 transaction F-code disposition in this Form 4

Key Terms

restricted stock, tax withholding obligation, In Trust, Form 4, +1 more

5 terms

restricted stock financial

"due to the vesting of restricted stock."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

tax withholding obligation financial

"Shares withheld to cover the tax withholding obligation due to the vesting"

In Trust financial

""In Trust""

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Payment of exercise price or tax liability by delivering securities financial

"transaction_code_description": "Payment of exercise price or tax liability"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rogers W. Rhett

(Last) (First) (Middle)

1 RAYONIER WAY

(Street)

WILDLIGHT FLORIDA 32097

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Land Resources

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	04/03/2026		F		965(1)	D	$21.1	125,917.43	D
Common Shares								4,209.82	I	In Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld to cover the tax withholding obligation due to the vesting of restricted stock.

Remarks:

	/s/ Sarah E. Miles / Attorney-In-Fact	04/06/2026
	** 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 4 (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 4: SEC 1474 (03-26)

FAQ

What insider transaction did Rayonier (RYN) report for Rogers W. Rhett?

Rogers W. Rhett, EVP of Land Resources at Rayonier, reported 965 common shares withheld to satisfy tax obligations from restricted stock vesting. This was a tax-withholding disposition, not an open-market sale, and reflects routine handling of equity compensation.

Was the Rayonier (RYN) Form 4 transaction an open-market sale of shares?

No. The Form 4 shows 965 Rayonier common shares withheld to cover tax obligations from restricted stock vesting. This F-code transaction represents tax withholding by the issuer, not an open-market sale initiated by the executive on an exchange.

How many Rayonier (RYN) shares does Rogers W. Rhett hold after this Form 4?

After the tax-withholding event, Rogers W. Rhett directly holds 125,917.43 Rayonier common shares. He also indirectly holds 4,209.82 common shares in a trust, according to the reported post-transaction ownership balances.

What does the F transaction code on the Rayonier (RYN) Form 4 indicate?

The F transaction code indicates shares delivered to cover exercise price or tax liability. In this case, 965 Rayonier common shares were withheld to satisfy the tax withholding obligation arising from the vesting of restricted stock, based on the filing’s footnote.

How are Rogers W. Rhett’s indirect Rayonier (RYN) holdings reported?

The filing shows an indirect holding entry of 4,209.82 Rayonier common shares classified as "In Trust." This indicates shares are held through a trust structure rather than directly, while still being reportable as part of his beneficial ownership.