Rayonier (RYN) CFO pre-planned share sale covers tax on equity awards

Rhea-AI Filing Summary

Rayonier Inc. EVP and CFO Wayne Wasechek reported an open-market sale of 2,920 common shares at a weighted average price of $21.17 per share. According to the disclosure, these sales were made under written instructions adopted on August 1, 2024 intended to satisfy Rule 10b5-1(c) conditions.

The filing explains that Wasechek elected a “sell to cover” transaction solely to meet tax withholding obligations from the settlement of previously granted restricted stock unit and performance share awards, and that the trades were not discretionary. After this sale, he directly holds 115,530 common shares of Rayonier Inc.

Insider Trade Summary 10b5-1

Net Seller: 2,920 shares ($61,816)

Net Sell 1 txn

Insider WASECHEK WAYNE

Role EVP and CFO

Sold 2,920 shs ($62K)

Type	Security	Shares	Price	Value
Sale	Common Shares	2,920	$21.17	$62K

Holdings After Transaction: Common Shares — 115,530 shares (Direct, null)

Footnotes (1)

1. These sales were effected pursuant to written instructions adopted by the reporting person on August 1, 2024, which are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Pursuant to the written instructions, the reporting person made a "sell to cover" election for the sole purpose of satisfying the tax withholding obligations arising upon the settlement of previously granted restricted stock unit awards and performance share awards. These shares do not represent discretionary trades by the reporting person. The price shown is a weighted average sales price for shares sold in multiple transactions; the sales prices ranged from $21.07 to $21.32 per share. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

Key Figures

Shares sold: 2,920 shares Weighted average sale price: $21.17 per share Post-transaction holdings: 115,530 shares +2 more

5 metrics

Shares sold 2,920 shares Open-market sale on April 20, 2026

Weighted average sale price $21.17 per share Common shares sold in multiple transactions

Post-transaction holdings 115,530 shares Common shares held directly after sale

Price range of sales $21.07–$21.32 per share Range for multiple sale executions

Shares covered 2,920 shares Sell-to-cover for tax withholding on equity awards

Key Terms

Rule 10b5-1(c), sell to cover, restricted stock unit awards, performance share awards, +1 more

5 terms

Rule 10b5-1(c) regulatory

"intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)"

Rule 10b5-1(c) is an SEC guideline that lets company insiders set up a written, pre-planned schedule to buy or sell their company stock when they are not in possession of material, nonpublic information. For investors, it matters because such plans can reduce the appearance of insider trading by separating decisions from inside knowledge—like putting your trades on autopilot—while also requiring scrutiny since pre-planned trades can still affect market confidence and share value.

sell to cover financial

"the reporting person made a "sell to cover" election for the sole purpose"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

restricted stock unit awards financial

"arising upon the settlement of previously granted restricted stock unit awards"

Restricted stock unit awards are company promises to deliver a specific number of shares to employees or service providers in the future once conditions—such as staying with the company for a set time or meeting performance targets—are met. They matter to investors because when the promises convert into actual shares they increase the total share count and can reduce earnings per share, while also aligning recipients’ interests with stock performance much like deferred pay that turns into ownership if goals are met.

performance share awards financial

"and performance share awards. These shares do not represent discretionary trades"

Performance share awards are grants of company stock that executives or employees receive only if the business reaches specific financial or operational goals over a set period. They matter to investors because they align management’s pay with company performance—like a bonus that pays in shares only when targets are hit—so successful outcomes can boost future earnings and share value while failures mean the awards are forfeited.

weighted average sales price financial

"The price shown is a weighted average sales price for shares sold"

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).

X

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^*

WASECHEK WAYNE

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/20/2026

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	04/20/2026	04/20/2026	S		2,920(1)	D	$21.17(2)	115,530	D

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. These sales were effected pursuant to written instructions adopted by the reporting person on August 1, 2024, which are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Pursuant to the written instructions, the reporting person made a "sell to cover" election for the sole purpose of satisfying the tax withholding obligations arising upon the settlement of previously granted restricted stock unit awards and performance share awards. These shares do not represent discretionary trades by the reporting person.

2. The price shown is a weighted average sales price for shares sold in multiple transactions; the sales prices ranged from $21.07 to $21.32 per share. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

Remarks:

	/s/ Sarah E. Miles / Attorney-In-Fact	04/21/2026
	** 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 EVP and CFO Wayne Wasechek?

Rayonier reported that EVP and CFO Wayne Wasechek sold 2,920 common shares at a weighted average price of $21.17. The sale was executed under pre-established written instructions as a sell-to-cover transaction tied to equity award tax withholding obligations.

Was the recent Rayonier (RYN) insider sale by the CFO a discretionary trade?

No. The filing states the CFO’s sales were made under written instructions adopted August 1, 2024 to satisfy Rule 10b5-1(c). The trades were a sell-to-cover for tax withholding on restricted stock and performance share settlements, and are described as non-discretionary.

How many Rayonier (RYN) shares does the CFO hold after the reported sale?

Following the sale, EVP and CFO Wayne Wasechek directly holds 115,530 Rayonier common shares. This total includes his remaining position after selling 2,920 shares to cover tax withholding obligations from the settlement of earlier restricted stock unit and performance share awards.

At what prices did the Rayonier (RYN) CFO’s shares sell in the latest Form 4?

The reported weighted average sale price was $21.17 per Rayonier share. Footnotes explain that actual transaction prices ranged from $21.07 to $21.32, executed in multiple trades. Detailed breakdowns by price level are available from the insider, issuer, or SEC staff upon request.

What role did Rule 10b5-1 play in the Rayonier (RYN) CFO share sale?

The sale was executed under written instructions adopted on August 1, 2024 intended to satisfy Rule 10b5-1(c) affirmative defense conditions. This structure indicates the trades were pre-planned, focusing on covering tax withholding from equity award settlements rather than discretionary market timing decisions.