Rayonier (RYN) SVP gets 27,933 shares after Potlatch merger

Rhea-AI Filing Summary

Rayonier Inc. senior vice president and chief accounting officer April J. Tice received 27,933 common shares on January 30, 2026 at a price of $0, reflecting stock granted rather than purchased. After this grant, she directly holds 83,911.54 common shares and indirectly holds 559.59 shares in a trust.

The grant stems from a merger in which PotlatchDeltic Corporation combined with a Rayonier subsidiary. That merger triggered a change of control for Rayonier performance share units, causing them to be treated as achieved and to convert to time-based awards vesting on April 1, 2026, April 1, 2027, and April 1, 2028 for blocks of 3,771, 10,779, and 13,383 units, respectively.

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

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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^*

Tice April J.

(Last) (First) (Middle)

1 RAYONIER WAY

(Street)

WILDLIGHT FL 32097

(City) (State) (Zip)

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)
	SVP & Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

4. 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 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	01/30/2026		A		27,933(1)(2)	A	$0	83,911.54	D
Common Shares								559.59	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. 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. The Reporting Person held 3,771 PSUs, 10,779 PSUs and 13,383 PSUs that will vest on April 1, 2026, April 1, 2027 and April 1, 2028, respectively.

Remarks:

	/s/ Sarah E. Miles / Attorney-In-Fact	02/03/2026
	** 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.
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FAQ

What insider transaction did Rayonier (RYN) report for April J. Tice?

Rayonier reported that April J. Tice received 27,933 common shares on January 30, 2026 at a price of $0. This reflects a stock grant tied to performance share units rather than an open-market purchase, increasing her direct holdings to 83,911.54 shares.

How many Rayonier (RYN) shares does April J. Tice own after this Form 4?

After the reported grant, April J. Tice directly owns 83,911.54 Rayonier common shares. She also has an additional 559.59 shares held indirectly in a trust. These figures show her total reported beneficial ownership following the January 30, 2026 stock grant.

Why did April J. Tice receive 27,933 Rayonier (RYN) shares at no cost?

The 27,933-share grant reflects performance share units that vested following Rayonier’s merger with PotlatchDeltic Corporation. A change of control at the merger’s effective time caused PSU awards to be deemed achieved, converting them into time-based stock that was granted at a price of $0.

How did the PotlatchDeltic merger affect Rayonier (RYN) performance share units?

The merger with PotlatchDeltic triggered a deemed change of control for Rayonier performance share units. Each PSU award was treated as achieved based on the greater of target or actual performance, then converted into time-based vesting awards tied to the original vesting dates instead of performance conditions.

What future vesting schedule is disclosed for Rayonier (RYN) PSUs held by April J. Tice?

April J. Tice holds performance share units scheduled to vest on April 1, 2026, April 1, 2027, and April 1, 2028. The amounts are 3,771 PSUs, 10,779 PSUs, and 13,383 PSUs, respectively, now subject only to time-based vesting conditions.