Rayonier Inc (NYSE: RYN) CEO reports 65,479-share RSU award

Rhea-AI Filing Summary

Rayonier Inc.'s President and CEO, who also serves as a director, reported an equity award under Form 4. On 01/02/2026, the executive acquired 65,479 restricted stock units at a price of $0 per share, reflecting a stock-based compensation grant rather than an open-market purchase.

Following this grant, the executive beneficially owns 294,933 Rayonier common shares directly and 43.53 common shares indirectly in a trust. The restricted stock units vest in four equal annual installments beginning on the first anniversary of the grant, subject to continued employment with the company. The reported share total includes 6,185 common shares that were received via a special dividend on December 12, 2025.

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)
01/02/2026

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	01/02/2026		A		65,479(1)	A	$0	294,933(2)	D
Common Shares								43.53	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.

2. This amount includes 6,185 common shares acquired pursuant to a special dividend received on December 12, 2025.

Remarks:

	/s/ Sarah E. Miles / Attorney-In-Fact	01/06/2026
	** 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 Rayonier Inc (RYN) report in this Form 4?

The President and CEO of Rayonier Inc., who is also a director, reported receiving an award of 65,479 restricted stock units on 01/02/2026 at a price of $0 per share.

How many Rayonier (RYN) shares does the CEO own after this transaction?

After the reported award, the executive beneficially owns 294,933 Rayonier common shares directly and an additional 43.53 common shares indirectly in a trust.

How do the Rayonier (RYN) restricted stock units vest for the CEO?

The 65,479 restricted stock units vest in four equal annual installments, starting on the first anniversary of the grant date, and are subject to the executive’s continued employment with Rayonier.

What is the significance of the special dividend mentioned in the Rayonier (RYN) Form 4?

The filing notes that the executive’s holdings include 6,185 common shares acquired through a special dividend that was received on December 12, 2025, which increased the beneficial ownership total.

Was the Rayonier (RYN) CEO’s Form 4 transaction a market purchase?

No. The transaction reflects an equity award of restricted stock units at $0 per share, indicating stock-based compensation rather than a purchase on the open market.

What roles does the reporting person hold at Rayonier Inc (RYN)?

The reporting person is identified as both a Director and an Officer, serving as President and CEO of Rayonier Inc.