Rayonier (RYN) CEO receives 113,687-share award tied to merger PSUs

Rhea-AI Filing Summary

Rayonier Inc. President and CEO Mark McHugh, who is also a director, reported acquiring 113,687 common shares of Rayonier on January 30, 2026 at a price of $0 per share. After this transaction, he directly held 408,620 common shares and indirectly held 43.42 common shares in a trust.

The acquisition is linked to Rayonier’s merger with PotlatchDeltic Corporation, where Potlatch merged into a Rayonier subsidiary. At the merger’s effective time, a change of control was deemed to occur, causing each outstanding performance share unit (PSU) award to be treated as achieved based on the greater of target or actual performance.

The filing notes that McHugh held 19,608 PSUs, 43,579 PSUs and 50,500 PSUs scheduled to vest on April 1, 2026, April 1, 2027 and April 1, 2028, respectively, which are now subject solely to time-based vesting following the merger-related change of control.

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)
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		113,687(1)(2)	A	$0	408,620	D
Common Shares								43.42	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 19,608 PSUs, 43,579 PSUs and 50,500 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.
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FAQ

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

Rayonier reported that President and CEO Mark McHugh acquired 113,687 common shares on January 30, 2026 at $0 per share. This transaction increased his direct ownership in Rayonier to 408,620 common shares, plus 43.42 shares held indirectly in a trust.

How many Rayonier shares does CEO Mark McHugh own after this Form 4 filing?

After the reported transaction, CEO Mark McHugh directly owned 408,620 common shares of Rayonier. The filing also shows an additional 43.42 common shares held indirectly in a trust, reflecting both his direct and indirect beneficial ownership positions following the award.

What triggered the share acquisition reported in Rayonier (RYN) CEO’s Form 4?

The share acquisition is tied to Rayonier’s merger with PotlatchDeltic Corporation, where Potlatch merged into a Rayonier subsidiary. At the merger’s effective time, a deemed change of control occurred, affecting performance share unit (PSU) awards and leading to the reported share acquisition.

How were Rayonier performance share units (PSUs) affected by the PotlatchDeltic merger?

At the merger’s effective time, each outstanding Rayonier PSU award was deemed achieved based on the greater of target and actual performance. After this change of control event, each PSU became subject only to its original time-based vesting schedule, rather than ongoing performance conditions.

What future vesting schedule does Rayonier CEO Mark McHugh have for PSU awards?

The filing states that Mark McHugh held 19,608 PSUs, 43,579 PSUs and 50,500 PSUs. These PSUs are scheduled to vest on April 1, 2026, April 1, 2027 and April 1, 2028, respectively, now subject solely to time-based vesting conditions.

What was the price per share for the Rayonier (RYN) shares acquired by the CEO?

The 113,687 common shares acquired by CEO Mark McHugh were reported at a price of $0 per share. This indicates the shares were received as an equity award rather than through an open-market purchase, consistent with the merger-related PSU treatment.