Rayonier (NYSE: RYN) EVP granted 34,797 shares after Potlatch merger

Rhea-AI Filing Summary

Rayonier Inc. executive Rogers W. Rhett, EVP of Land Resources, reported the acquisition of 34,797 common shares of Rayonier on January 30, 2026 at a price of $0 per share, reflecting equity awarded rather than an open‑market purchase.

Following this transaction, Rhett directly holds 129,912.43 common shares of Rayonier and indirectly holds 4,142.82 common shares in a trust. The award corresponds to performance share units affected by Rayonier’s merger with PotlatchDeltic Corporation, which converted PSU awards into time‑based vesting on the original schedules.

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^*

Rogers W. Rhett

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Land Resources

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		34,797(1)(2)	A	$0	129,912.43	D
Common Shares								4,142.82	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 9,804 PSUs, 11,164 PSUs and 13,829 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 Rogers W. Rhett?

Rayonier reported that EVP of Land Resources Rogers W. Rhett acquired 34,797 Rayonier common shares on January 30, 2026. The shares were acquired at a reported price of $0 per share, indicating an equity award rather than a market purchase.

How many Rayonier (RYN) shares does Rogers W. Rhett own after this Form 4?

After the reported transaction, Rogers W. Rhett directly owns 129,912.43 Rayonier common shares. He also has an additional 4,142.82 common shares held indirectly in a trust, as disclosed in the Form 4 filing’s ownership table.

What is the significance of the $0 price on Rogers W. Rhett’s Rayonier share acquisition?

The Form 4 shows Rhett acquired 34,797 Rayonier common shares at $0 per share, which typically reflects a stock award, not a purchase. This transaction is linked to the treatment of performance share units following Rayonier’s merger with PotlatchDeltic Corporation.

How is Rayonier’s merger with PotlatchDeltic related to this insider Form 4?

The filing explains that, after Rayonier’s merger involving PotlatchDeltic Corporation, a change of control was deemed to occur for outstanding performance share units. Those PSU awards were deemed achieved and converted to time‑based vesting, leading to share awards like Rhett’s 34,797‑share grant.

What future vesting schedule is disclosed for Rogers W. Rhett’s Rayonier performance share units?

The filing notes that Rhett held 9,804 PSUs, 11,164 PSUs, and 13,829 PSUs that will vest on April 1, 2026, April 1, 2027, and April 1, 2028, respectively. After the merger, these awards are subject only to time‑based vesting.

What position does Rogers W. Rhett hold at Rayonier (RYN) in this Form 4?

Rogers W. Rhett is identified as an officer of Rayonier, serving as EVP, Land Resources. His role and insider status require reporting transactions like the 34,797 common share equity award disclosed in this Form 4 filing.