Rayonier (NYSE: RYN) director receives 6,811 restricted stock award

Rhea-AI Filing Summary

COVEY MICHAEL J reported acquisition or exercise transactions in this Form 4 filing.

Rayonier Inc. director Michael J. Covey received a grant of 6,811 restricted common shares on May 15, 2026 as compensation for serving on the Board of Directors, at a reference price of $19.82 per share. The award vests immediately but cannot be transferred until the earlier of four years from the grant date or six months after he ceases to serve on the board. Following this grant, his direct holdings total 238,388.6 common shares, including 233.6 dividend equivalent units that will vest and be paid on the same schedule as the underlying award and may be subject to his deferral election under the applicable plan.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider COVEY MICHAEL J

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	6,811	$19.82	$135K

Holdings After Transaction: Common Shares — 238,388.6 shares (Direct, null)

Footnotes (1)

1. Restricted stock granted as compensation for serving as a member of the Board of Directors of the Issuer. Such award vests immediately and is subject to restrictions on transfer until the earlier of four years from the date of the grant or upon a date six months following the date on which the Reporting Person ceases to serve as a member of the Board of Directors. Includes 233.6 dividend equivalent units ("DEU") acquired since the Reporting Person's last report. These DEUs will vest and be paid at the same time as the underlying award and be subject to the Reporting Person's deferral election, if any, under the applicable plan under which such awards were issued.

Key Figures

Restricted shares granted: 6,811 shares Reference price per share: $19.82 per share Total shares after transaction: 238,388.6 shares +1 more

4 metrics

Restricted shares granted 6,811 shares Equity compensation grant on May 15, 2026

Reference price per share $19.82 per share Transaction price for restricted stock award

Total shares after transaction 238,388.6 shares Direct holdings following the grant

Dividend equivalent units 233.6 units DEUs acquired since prior report, tied to award

Key Terms

Restricted stock, dividend equivalent units, Board of Directors, deferral election

4 terms

Restricted stock financial

"Restricted stock granted as compensation for serving as a member of the Board of Directors of the Issuer."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

dividend equivalent units financial

"Includes 233.6 dividend equivalent units ("DEU") acquired since the Reporting Person's last report."

Dividend equivalent units are bookkeeping credits that mirror cash dividends paid on actual shares, granted to holders of stock-based awards such as restricted stock units or deferred compensation. They matter to investors because they increase a company’s reported employee compensation cost and can lead to issuance of more shares or cash payouts over time, similar to extra pay linked to ownership that affects shareholder dilution and corporate cash flow.

Board of Directors financial

"Restricted stock granted as compensation for serving as a member of the Board of Directors of the Issuer."

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

deferral election financial

"subject to the Reporting Person's deferral election, if any, under the applicable plan under which such awards were issued."

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).

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^*

COVEY MICHAEL J

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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	05/15/2026		A		6,811(1)	A	$19.82	238,388.6(2)	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. Restricted stock granted as compensation for serving as a member of the Board of Directors of the Issuer. Such award vests immediately and is subject to restrictions on transfer until the earlier of four years from the date of the grant or upon a date six months following the date on which the Reporting Person ceases to serve as a member of the Board of Directors.

2. Includes 233.6 dividend equivalent units ("DEU") acquired since the Reporting Person's last report. These DEUs will vest and be paid at the same time as the underlying award and be subject to the Reporting Person's deferral election, if any, under the applicable plan under which such awards were issued.

Remarks:

	/s/ Sarah E. Miles / Attorney-In-Fact	05/19/2026
	** 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 Michael J. Covey?

Rayonier reported that director Michael J. Covey received 6,811 restricted common shares as equity compensation on May 15, 2026. The Form 4 classifies this as a grant or award acquisition rather than an open-market stock purchase or sale.

At what price were Michael J. Covey’s Rayonier (RYN) restricted shares recorded?

The 6,811 restricted common shares granted to Michael J. Covey were recorded at a reference price of $19.82 per share. This figure reflects the transaction price per share disclosed in the Form 4 filing for the equity compensation award.

How many Rayonier (RYN) shares does Michael J. Covey hold after this grant?

After the restricted stock award, Michael J. Covey directly holds 238,388.6 Rayonier common shares. This total includes the newly granted restricted shares and 233.6 dividend equivalent units associated with prior awards under the company’s compensation plans.

When do Michael J. Covey’s Rayonier (RYN) restricted shares vest and become transferable?

The restricted stock vests immediately but carries transfer restrictions. Shares remain non-transferable until the earlier of four years from the grant date or six months after Michael J. Covey stops serving on Rayonier’s Board of Directors, as specified in the Form 4 footnotes.

What are the dividend equivalent units reported for Michael J. Covey at Rayonier (RYN)?

The filing notes 233.6 dividend equivalent units credited to Michael J. Covey since his last report. These units vest and are paid at the same time as the related restricted stock award and follow any deferral election he has made under the applicable plan.