Rayonier (RYN) SVP Pyatt awarded 16,459 shares as PSUs convert post‑merger

Rhea-AI Filing Summary

Rayonier Inc. senior executive equity award tied to merger PSUs

Rayonier Inc. SVP, Human Resources and IT, Shelby L. Pyatt acquired 16,459 common shares on January 30, 2026 at $0 per share. This reflects performance share units that became time-based after a change of control at the closing of Rayonier’s merger with Potlatchdeltic Corporation.

Following this transaction, Pyatt directly holds 86,491.44 Rayonier common shares, with an additional 4,656.12 shares held indirectly in trust. Footnotes note PSU awards of 4,977, 5,236 and 6,246 units scheduled to vest on April 1, 2026, 2027 and 2028, respectively, now subject only to time-based vesting conditions.

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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X

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^*

Pyatt Shelby L

(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, Human Resources and IT

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		16,459(1)(2)	A	$0	86,491.44	D
Common Shares								4,656.12	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 4,977 PSUs, 5,236 PSUs and 6,246 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).
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FAQ

What insider transaction did Rayonier (RYN) report for Shelby L. Pyatt?

Rayonier reported that SVP Shelby L. Pyatt acquired 16,459 common shares on January 30, 2026 at $0 per share. The transaction reflects settlement of performance share units that converted to time-based vesting after a change of control linked to Rayonier’s merger with Potlatchdeltic.

How many Rayonier (RYN) shares does Shelby L. Pyatt own after this Form 4?

After the reported transaction, Shelby L. Pyatt beneficially owns 86,491.44 Rayonier common shares directly and 4,656.12 shares indirectly in trust. These totals combine the newly acquired shares with Pyatt’s prior holdings as disclosed in the Form 4 filing.

What triggered the vesting changes to Rayonier (RYN) performance share units?

The vesting changes were triggered by a change of control at the effective time of Rayonier’s merger with Potlatchdeltic Corporation. Each outstanding performance share unit was deemed achieved at the greater of target or actual performance and converted to time-based vesting on the original schedule.

What future PSU vesting schedule is disclosed for the Rayonier (RYN) executive?

The filing states that the reporting person holds 4,977 PSUs vesting April 1, 2026, 5,236 PSUs vesting April 1, 2027, and 6,246 PSUs vesting April 1, 2028. After the merger-related change of control, these PSUs are subject only to time-based vesting conditions.

How is the trust ownership of Rayonier (RYN) shares described in the Form 4?

The Form 4 shows 4,656.12 Rayonier common shares held indirectly with the ownership nature labeled “In Trust.” These shares are reported as part of Shelby L. Pyatt’s beneficial ownership, in addition to the directly held 86,491.44 shares after the reported acquisition.