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Rayonier Inc. filed an 8-K updating investors on its proposed merger with PotlatchDeltic Corporation and related disclosure litigation. The companies have been named in three shareholder lawsuits and have also received demand letters alleging that the joint proxy statement/prospectus for the merger omits or inadequately presents certain information. While both Rayonier and PotlatchDeltic state they believe these claims are without merit, they are voluntarily providing supplemental disclosures to reduce nuisance risk and avoid potential delays to the merger.
The new disclosures expand detail around the financial analyses supporting the transaction, including discounted cash flow assumptions, perpetuity growth ranges, discount rates, implied valuation ranges, analyst price target means, and how advisory firms Morgan Stanley and BofA Securities selected peer companies and valuation multiples. The filing also reiterates that PotlatchDeltic shareholders are expected to receive Rayonier common shares in the merger and that both companies will hold special shareholder meetings on January 27, 2026 to vote on the deal.
Rayonier Inc. reported an equity award to its senior finance leader. The company’s SVP & CFO received an award of 6,363 restricted stock units on 01/02/2026, recorded as an acquisition of common shares at a stated price of $0. These units vest in four equal annual installments starting on the first anniversary of the grant, contingent on continued employment.
Following this grant, the officer beneficially owns 55,978.54 common shares directly and 561.02 common shares indirectly in trust. The directly held amount includes 1,193.58 common shares that were acquired through a special dividend paid on December 12, 2025.
Rayonier Inc. insider reports new equity award and updated holdings. A senior vice president of portfolio management received an award of 17,932 restricted stock units on 01/02/2026 at a price of $0, reflecting a stock-based compensation grant rather than a market purchase. These units vest in four equal annual installments starting on the first anniversary of the grant, as long as the executive remains employed by the company.
Following this award, the reporting person beneficially owns 95,115.43 Rayonier common shares directly and 4,153.42 shares indirectly in trust. The direct amount includes 2,260 shares that were added through a special dividend received on December 12, 2025.
Rayonier Inc. reported an equity award to a senior executive. On 01/02/2026, the company granted its SVP, Human Resources and IT, 8,382 restricted stock units of Rayonier common shares at a price of $0, reflecting a compensatory grant rather than an open-market purchase.
After this grant, the executive beneficially owned 70,032.44 common shares directly and 4,668.06 common shares indirectly held in trust. The filing notes that the restricted stock units vest in four equal annual installments starting on the first anniversary of the grant, conditioned on continued employment. It also explains that the direct share amount includes 2,241 common shares received through a special dividend on December 12, 2025.
Rayonier Inc.'s President and CEO, who also serves as a director, reported an equity award under Form 4. On 01/02/2026, the executive acquired 65,479 restricted stock units at a price of $0 per share, reflecting a stock-based compensation grant rather than an open-market purchase.
Following this grant, the executive beneficially owns 294,933 Rayonier common shares directly and 43.53 common shares indirectly in a trust. The restricted stock units vest in four equal annual installments beginning on the first anniversary of the grant, subject to continued employment with the company. The reported share total includes 6,185 common shares that were received via a special dividend on December 12, 2025.
Rayonier Inc. reported an equity award to its Senior Vice President of Real Estate Development. On 01/02/2026, the executive received 9,486 restricted stock units at a price of $0 per unit. These units vest in four equal annual installments starting on the first anniversary of the grant, contingent on continued employment.
After this grant, the executive beneficially owns 72,280 common shares directly and 637.09 shares held in trust. The reported holdings include 3,540 common shares that were acquired through a special dividend paid on December 12, 2025.
Rayonier Inc. reported an equity award to a senior executive. On 01/02/2026, an officer of Rayonier, serving as SVP, General Counsel and Secretary, received an award of 14,461 common shares, described as Restricted Stock Units, at a price of $0. This is an equity-based compensation grant that vests in four equal annual installments beginning on the first anniversary of the grant, subject to continued employment with the company.
Following this transaction, the officer beneficially owned 116,062 Rayonier common shares directly, which includes 3,686 shares acquired through a special dividend paid on December 12, 2025. The filing also notes indirect ownership of 3,396.9 common shares held in trust.
Rayonier Inc filed an amended insider ownership report to correct the shareholdings of its Senior Vice President & Chief Financial Officer. The amendment states that an administrative error had caused the executive's directly beneficially owned common shares to be understated by 960.95 shares, affecting earlier insider reports beginning with one filed on April 2, 2025. Following this correction, the report shows 48,421.95 common shares held directly and 507.84 common shares held indirectly in trust.
Rayonier Inc. insider updates reported shareholdings after an administrative error. A senior vice president for portfolio management filed an amended Form 4 to correct previously reported ownership of Rayonier common shares.
The amendment states that an administrative error caused the reporting person’s holdings to underreport 1,809 common shares, affecting earlier Forms 4 beginning with one filed on April 2, 2025. After correction, the insider is shown as directly beneficially owning 74,923.43 common shares and indirectly owning 3,759.87 common shares in trust.