Rayonier (NYSE: RYN) EVP awarded 46,896 shares after Potlatch merger

Rhea-AI Filing Summary

Rayonier Inc. Executive VP & CRO Douglas M. Long acquired 46,896 common shares on January 30, 2026 at $0 per share. These shares reflect performance share units that became earned when a change of control was deemed to occur at the closing of Rayonier’s merger with Potlatchdeltic Corporation.

After this transaction, Long directly held 173,658 Rayonier common shares and an additional 17,487.89 shares indirectly in trust. The merger converted his outstanding performance share unit awards into time-based vesting awards scheduled to vest on April 1 of 2026, 2027, and 2028.

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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X

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^*

Long Douglas M

(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)
	Executive VP & CRO

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		46,896(1)(2)	A	$0	173,658	D
Common Shares								17,487.89	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 12,821 PSUs, 15,784 PSUs and 18,291 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.
* 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).
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FAQ

What insider transaction did Rayonier (RYN) report for Douglas M. Long?

Rayonier reported that Executive VP & CRO Douglas M. Long acquired 46,896 common shares on January 30, 2026 at $0 per share. The shares came from performance share units that became earned when a change of control was deemed to occur at the closing of Rayonier’s merger.

How many Rayonier (RYN) shares does Douglas M. Long hold after this Form 4?

After the reported transaction, Douglas M. Long directly held 173,658 Rayonier common shares. He also indirectly held 17,487.89 additional common shares in a trust, according to the filing’s ownership table and related footnote disclosures.

Why did Douglas M. Long receive 46,896 Rayonier (RYN) shares at no cost?

Long received 46,896 Rayonier common shares at $0 per share because his performance share unit awards were deemed achieved at the time of a change of control. That change of control occurred when Potlatchdeltic Corporation merged into a Rayonier subsidiary under an Agreement and Plan of Merger.

How did the Potlatchdeltic merger affect Rayonier (RYN) performance share units?

At the merger’s effective time, a change of control was deemed to occur for each outstanding Rayonier performance share unit award. Each award was treated as achieved based on the greater of target or actual performance and thereafter was subject only to time-based vesting on its original vesting dates.

What future vesting schedule applies to Douglas M. Long’s Rayonier (RYN) PSUs?

Douglas M. Long held performance share units scheduled to vest on April 1, 2026, April 1, 2027, and April 1, 2028. The amounts were 12,821 PSUs, 15,784 PSUs, and 18,291 PSUs, respectively, which after the merger are subject solely to time-based vesting conditions.