Rayonier (NYSE: RYN) CEO gets 17,058 restricted stock units grant

Rhea-AI Filing Summary

Rayonier Inc. President and CEO Mark McHugh, who also serves as a director, reported an equity award from the company. On 02/02/2026, he received 17,058 restricted stock units at a price of $0 per share, increasing his directly held common shares to 425,678.

The award vests in four equal annual installments, beginning on the first anniversary of the grant date, and is conditioned on his continued employment with Rayonier. McHugh also reports 43.43 common shares held indirectly in a trust.

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^*

McHugh Mark

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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	02/02/2026		A		17,058(1)	A	$0	425,678	D
Common Shares								43.43	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. Award of Restricted Stock Units. The units vest in four equal annual installments commencing on the first anniversary date of the grant subject to continued employment with the Company.

Remarks:

	/s/ Sarah E. Miles / Attorney-In-Fact	02/04/2026
	** 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).
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FAQ

What insider transaction did Rayonier (RYN) CEO Mark McHugh report?

Mark McHugh reported receiving 17,058 restricted stock units of Rayonier common shares on 02/02/2026 at a price of $0 per share. The grant is an equity award from the company and not an open-market purchase or sale transaction.

How many Rayonier (RYN) shares does CEO Mark McHugh own after this Form 4?

After the reported award, Mark McHugh directly holds 425,678 Rayonier common shares. He also reports an additional 43.43 Rayonier common shares held indirectly in a trust, reflecting both direct and indirect beneficial ownership positions disclosed in the filing.

What are the vesting terms of Mark McHugh’s 17,058 Rayonier restricted stock units?

The 17,058 restricted stock units vest in four equal annual installments, starting on the first anniversary of the grant date. Vesting is explicitly conditioned on McHugh’s continued employment with Rayonier, aligning the award with multi-year service at the company.

Did Rayonier CEO Mark McHugh pay cash for the 17,058 common shares reported?

No cash was paid for this award; the filing shows a transaction price of $0 per share. The 17,058 units represent a company-granted equity award rather than a market purchase, as explained in the accompanying restricted stock unit footnote.

What indirect Rayonier (RYN) share holdings does Mark McHugh disclose?

Mark McHugh discloses 43.43 Rayonier common shares held indirectly, identified as held "In Trust." This is separate from his 425,678 directly held shares and reflects an additional, though small, beneficial ownership position associated with a trust arrangement.

What roles does Mark McHugh hold at Rayonier (RYN) in this Form 4 filing?

The filing identifies Mark McHugh as both a director and an officer of Rayonier, serving as President and CEO. These roles explain why his equity awards and holdings in Rayonier common shares are reportable under insider transaction reporting requirements.