Rayonier (NYSE: RYN) chair sells 169,200 shares to cover taxes

Rhea-AI Filing Summary

Rayonier Inc Executive Chairman Eric J. Cremers reported an open-market sale of 169,200 common shares. The sale occurred on February 27, 2026 at a weighted average price of $21.44 per share, with trade prices ranging from $21.21 to $21.61.

These sales were made under written instructions adopted on August 12, 2024 intended to satisfy Rule 10b5-1(c) conditions, and were a "sell to cover" solely for tax withholding on vested restricted stock units and performance share awards, not discretionary trades. After the sale, he directly owned 709,583 shares.

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
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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).

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^*

CREMERS ERIC J

(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)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		S		169,200(1)	D	$21.44(2)	709,583	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 12, 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 sales 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 $21.21 to $21.61 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	03/02/2026
	** 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 (RYN) report for Eric J. Cremers?

Rayonier (RYN) reported that Executive Chairman Eric J. Cremers sold 169,200 common shares. The transaction was an open-market sale on February 27, 2026 at a weighted average price of $21.44 per share, executed under a pre-arranged Rule 10b5-1 trading plan.

At what prices did Eric J. Cremers sell Rayonier (RYN) shares?

Eric J. Cremers sold Rayonier (RYN) common shares at a weighted average price of $21.44. The sales were executed in multiple trades, with individual transaction prices ranging from $21.21 to $21.61 per share, as disclosed in the Form 4 filing footnote.

Was the Rayonier (RYN) insider sale by Eric J. Cremers discretionary?

The sale by Eric J. Cremers was not discretionary. It was executed under written instructions adopted on August 12, 2024, intended to meet Rule 10b5-1(c) conditions, with a sell-to-cover election solely to satisfy tax withholding on vested stock-based awards.

How many Rayonier (RYN) shares does Eric J. Cremers hold after the sale?

After the reported transaction, Executive Chairman Eric J. Cremers directly owned 709,583 Rayonier (RYN) common shares. This figure reflects his direct ownership immediately following the 169,200-share open-market sale disclosed in the Form 4 insider trading report.

Why did Eric J. Cremers sell Rayonier (RYN) shares according to the filing?

According to the Form 4 footnote, Eric J. Cremers sold Rayonier (RYN) shares to cover tax withholding obligations. The sale followed the settlement of previously granted restricted stock unit and performance share awards, using a sell-to-cover election under his Rule 10b5-1 trading instructions.

What is the significance of Rule 10b5-1 in the Rayonier (RYN) insider sale?

The filing states the sales were made under written instructions intended to satisfy Rule 10b5-1(c) conditions. This indicates a pre-arranged trading plan for Eric J. Cremers, designed to systematically sell shares and address tax withholding, rather than discretionary market-timing decisions.