Is Lenore M. Sullivan’s RYN share grant an open-market purchase or compensation award?

The transaction is a compensation-related award, not an open-market purchase. The 6,811 Common Shares were granted as restricted stock for Sullivan’s service on RAYONIER INC’s Board of Directors, with vesting and transfer conditions defined by the company’s plans.

Rayonier (NYSE: RYN) director receives 6,811-share restricted stock award

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

SULLIVAN LENORE M reported acquisition or exercise transactions in this Form 4 filing.

RAYONIER INC director Lenore M. Sullivan received a grant of 6,811 Common Shares as compensation for board service at a value of $19.82 per share. The restricted stock award vests immediately but cannot be transferred until the earlier of four years from grant or six months after she leaves the board.

Following this grant and the accumulation of related awards, Sullivan now directly holds 67,471.8 Common Shares. This total includes 580.8 dividend equivalent units that will vest and be paid on the same schedule as the underlying award, subject to any deferral elections under the applicable plan.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider SULLIVAN LENORE M

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	6,811	$19.82	$135K

Holdings After Transaction: Common Shares — 67,471.8 shares (Direct, null)

Footnotes (1)

Restricted stock granted as compensation for serving as a member of the Board of Directors of the Issuer. Such award vests immediately and is subject to restrictions on transfer until the earlier of four years from the date of the grant or upon a date six months following the date on which the Reporting Person ceases to serve as a member of the Board of Directors. Includes 580.8 dividend equivalent units ("DEU") acquired since the Reporting Person's last report. These DEUs will vest and be paid at the same time as the underlying award and be subject to the Reporting Person's deferral election, if any, under the applicable plan under which such awards were issued.

Key Figures

Restricted stock grant: 6,811 shares Grant value per share: $19.82 per share Total shares after transaction: 67,471.8 shares +1 more

4 metrics

Restricted stock grant 6,811 shares Common Shares granted as board compensation on May 15, 2026

Grant value per share $19.82 per share Value used for restricted stock award

Total shares after transaction 67,471.8 shares Direct Common Share holdings following the grant

Dividend equivalent units 580.8 units DEUs included in total holdings since last report

Key Terms

Restricted stock, dividend equivalent units ("DEU"), deferral election

3 terms

Restricted stock financial

"Restricted stock granted as compensation for serving as a member of the Board of Directors of the Issuer."

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.

dividend equivalent units ("DEU") financial

"Includes 580.8 dividend equivalent units ("DEU") acquired since the Reporting Person's last report."

deferral election financial

"be subject to the Reporting Person's deferral election, if any, under the applicable plan under which such awards were issued."

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 05:43 PM

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^*

SULLIVAN LENORE M

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	05/15/2026		A		6,811⁽¹⁾	A	$19.82	67,471.8⁽²⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Restricted stock granted as compensation for serving as a member of the Board of Directors of the Issuer. Such award vests immediately and is subject to restrictions on transfer until the earlier of four years from the date of the grant or upon a date six months following the date on which the Reporting Person ceases to serve as a member of the Board of Directors.

2. Includes 580.8 dividend equivalent units ("DEU") acquired since the Reporting Person's last report. These DEUs will vest and be paid at the same time as the underlying award and be subject to the Reporting Person's deferral election, if any, under the applicable plan under which such awards were issued.

Remarks:

	/s/ Sarah E. Miles / Attorney-In-Fact	05/19/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did RAYONIER INC (RYN) report for Lenore M. Sullivan?

RAYONIER INC reported that director Lenore M. Sullivan received 6,811 Common Shares as a restricted stock grant. The award was granted as compensation for serving on the Board of Directors at a value of $19.82 per share.

How many RAYONIER INC (RYN) shares does Lenore M. Sullivan hold after this grant?

After the restricted stock grant, Lenore M. Sullivan directly holds a total of 67,471.8 Common Shares of RAYONIER INC. This figure includes both the new award and previously held shares, along with associated dividend equivalent units.

What are the vesting and transfer terms of Lenore M. Sullivan’s RYN restricted stock?

The restricted stock vests immediately but remains subject to transfer restrictions. These restrictions last until the earlier of four years from the grant date or six months after Sullivan ceases to serve as a member of RAYONIER INC’s Board of Directors.

What are dividend equivalent units (DEUs) in Lenore M. Sullivan’s RYN holdings?

Dividend equivalent units, or DEUs, mirror dividends on underlying share awards. Sullivan’s holdings include 580.8 DEUs that will vest and be paid at the same time as the related restricted stock, subject to any deferral elections under the applicable compensation plan.

Do Lenore M. Sullivan’s dividend equivalent units in RYN shares vest separately from the award?

The dividend equivalent units in Sullivan’s RAYONIER INC holdings vest and pay out on the same schedule as the underlying restricted stock award. They are also subject to any deferral elections she makes under the applicable incentive or compensation plan.