Rayonier (RYN) CEO logs tax-withholding share disposition on RSU vesting

Rhea-AI Filing Summary

Rayonier Inc. President and CEO Mark McHugh reported routine share activity related to tax obligations on restricted stock vesting. On April 1, 2026, a total of 18,384 common shares were withheld at $20.86 per share to cover tax withholding requirements, as noted in the footnote.

After these tax-withholding dispositions, McHugh held 407,294 common shares directly and 44.14 common shares indirectly in trust. These entries reflect compensation-related tax settlements rather than open-market buying or selling.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider McHugh Mark

Role President and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Shares	1,412	$20.86	$29K
Tax Withholding	Common Shares	7,716	$20.86	$161K
Tax Withholding	Common Shares	4,288	$20.86	$89K
Tax Withholding	Common Shares	4,968	$20.86	$104K
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 424,266 shares (Direct); Common Shares — 44.14 shares (Indirect, In Trust)

Footnotes (1)

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Key Figures

Tax-withholding shares: 18,384 shares Withholding price: $20.86 per share Direct holdings after transactions: 407,294 shares +1 more

4 metrics

Tax-withholding shares 18,384 shares Common shares withheld to cover tax on restricted stock vesting

Withholding price $20.86 per share Value used for tax-withholding dispositions on April 1, 2026

Direct holdings after transactions 407,294 shares Rayonier common shares held directly by CEO after tax withholding

Indirect trust holdings 44.14 shares Rayonier common shares held indirectly in trust after reporting

Key Terms

tax-withholding disposition, restricted stock, indirect ownership, Form 4

4 terms

tax-withholding disposition financial

"classified as tax-withholding dispositions rather than open-market purchases or sales"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

restricted stock financial

"tax withholding obligation 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.

indirect ownership financial

"44.14 common shares reported as held indirectly in trust"

Form 4 regulatory

"according to the Form 4 and accompanying footnote disclosure"

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.

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^*

McHugh Mark

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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	04/01/2026		F		1,412(1)	D	$20.86	424,266	D
Common Shares	04/01/2026		F		7,716(1)	D	$20.86	416,550	D
Common Shares	04/01/2026		F		4,288(1)	D	$20.86	412,262	D
Common Shares	04/01/2026		F		4,968(1)	D	$20.86	407,294	D
Common Shares								44.14	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	04/03/2026
	** 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.
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 CEO Mark McHugh?

Rayonier reported that CEO Mark McHugh had 18,384 common shares withheld to satisfy tax obligations on restricted stock vesting. The Form 4 classifies these as tax-withholding dispositions rather than open-market purchases or sales, reflecting compensation-related share settlements.

How many Rayonier (RYN) shares were withheld for CEO tax obligations?

A total of 18,384 Rayonier common shares were withheld to cover Mark McHugh’s tax obligations tied to restricted stock vesting. The withholding price was $20.86 per share, according to the Form 4 and accompanying footnote disclosure in the filing.

At what price were Rayonier (RYN) shares withheld for CEO Mark McHugh?

The withheld Rayonier shares for CEO Mark McHugh’s tax obligations were valued at $20.86 per share. This price is shown for each tax-withholding disposition entry, which together cover the tax due upon the vesting of restricted stock awards.

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

Following the reported tax-withholding dispositions, CEO Mark McHugh holds 407,294 Rayonier common shares directly. He also has 44.14 common shares reported as held indirectly in trust, according to the ownership totals disclosed in the Form 4 filing.

Were the Rayonier (RYN) CEO’s Form 4 transactions open-market sales?

No, the Form 4 classifies the CEO’s transactions under code F as tax-withholding dispositions, not open-market sales. The shares were withheld by the company to pay taxes owed on the vesting of restricted stock, as explained in the footnote disclosure.

What does tax-withholding disposition mean in Rayonier (RYN) CEO’s Form 4?

A tax-withholding disposition means shares are delivered back to the issuer to cover tax due on equity compensation. For Rayonier’s CEO, 18,384 shares were withheld when restricted stock vested, settling his tax liability without an open-market stock sale.