Rayonier (RYN) EVP, GC and Secretary awarded 27,411 common shares after merger PSU change

Rhea-AI Filing Summary

Rayonier Inc. executive Mark R. Bridwell reported the acquisition of 27,411 common shares on January 30, 2026. These shares were acquired at a price of $0, increasing his directly held position to 143,473 common shares, with an additional 3,388.22 shares held indirectly in a trust.

The award relates to performance share units that, following Rayonier’s merger with PotlatchDeltic Corporation via a subsidiary, were treated as achieved at the greater of target or actual performance. After the merger’s effective time, these PSU awards became subject only to time-based vesting on their original schedules.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Bridwell Mark R

Role EVP, GC and Secretary

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	27,411	$0.00	--
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 143,473 shares (Direct); Common Shares — 3,388.22 shares (Indirect, In Trust)

Footnotes (1)

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. The Reporting Person held 8,296 PSUs, 8,854 PSUs and 10,261 PSUs that will vest on April 1, 2026, April 1, 2027 and April 1, 2028, respectively.

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^*

Bridwell Mark R

(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)
	EVP, GC and Secretary

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		27,411(1)(2)	A	$0	143,473	D
Common Shares								3,388.22	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 8,296 PSUs, 8,854 PSUs and 10,261 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 Mark R. Bridwell report at Rayonier (RYN)?

Mark R. Bridwell reported acquiring 27,411 Rayonier common shares on January 30, 2026 at a price of $0. This increased his directly held stake to 143,473 shares, reflecting equity compensation linked to previously granted performance share units.

How many Rayonier (RYN) shares does Mark R. Bridwell own after this Form 4?

After the reported transaction, Mark R. Bridwell directly owns 143,473 Rayonier common shares. He also has an indirect beneficial holding of 3,388.22 shares in a trust, as disclosed in the filing’s ownership table.

What price did Mark R. Bridwell pay for the newly acquired Rayonier (RYN) shares?

The 27,411 Rayonier common shares were acquired at a reported price of $0 per share. This indicates they were received as equity compensation rather than purchased in the open market, consistent with grants tied to performance share units.

How is the indirect ownership for Mark R. Bridwell in Rayonier (RYN) structured?

The filing shows an indirect position of 3,388.22 Rayonier common shares classified as held “In Trust.” This means those shares are not held directly in his name but are beneficially owned through a trust arrangement identified in the ownership table.

How did the Rayonier–PotlatchDeltic merger affect executive performance share units?

At the merger’s effective time, each Rayonier performance share unit award was deemed achieved based on the greater of target or actual performance. After that point, each award became subject only to time-based vesting according to its original vesting dates.

What future vesting schedule applies to Mark R. Bridwell’s Rayonier PSU awards?

The filing notes that Mark R. Bridwell held 8,296 PSUs, 8,854 PSUs, and 10,261 PSUs that will vest on April 1, 2026, April 1, 2027, and April 1, 2028, respectively, following the merger-related change in vesting conditions.