RYN · Rayonier Inc

Reflects the number of common shares issued to the Reporting Person in payment of the Reporting Person's quarterly retainer in lieu of cash for Q1 2026 pursuant to the Reporting Person's election to participate in the Non-Employee Director Compensation Election to Receive Shares in Lieu of Cash.

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 580.8 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.

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.

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.

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.

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.

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.

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 743.4 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.

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 287.9 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.

These sales were effected pursuant to written instructions adopted by the reporting person on August 1, 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 shares do not represent discretionary trades by the reporting person.

The price shown is a weighted average sales price for shares sold in multiple transactions; the sales prices ranged from $21.07 to $21.32 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.

Shares withheld to cover the tax withholding obligation due to the vesting of restricted stock.

Shares withheld to cover the tax withholding obligation due to the vesting of restricted stock.

Shares withheld to cover the tax withholding obligation due to the vesting of restricted stock.

Shares withheld to cover the tax withholding obligation due to the vesting of restricted stock.

Shares withheld to cover the tax withholding obligation due to the vesting of restricted stock.

Shares withheld to cover the tax withholding obligation due to the vesting of restricted stock.

Shares withheld to cover the tax withholding obligation due to the vesting of restricted stock.

Shares withheld to cover the tax withholding obligation due to the vesting of restricted stock.

Shares withheld to cover the tax withholding obligation due to the vesting of restricted stock.

Shares withheld to cover the tax withholding obligation due to the vesting of restricted stock.

Shares withheld to cover the tax withholding obligation due to the vesting of restricted stock.

Shares withheld to cover the tax withholding obligation due to the vesting of restricted stock.

Shares withheld to cover the tax withholding obligation due to the vesting of restricted stock.

Shares withheld to cover the tax withholding obligation due to the vesting of restricted stock.

Shares withheld to cover the tax withholding obligation due to the vesting of restricted stock.

Shares withheld to cover the tax withholding obligation due to the vesting of restricted stock.

Shares withheld to cover the tax withholding obligation due to the vesting of restricted stock.

Shares withheld to cover the tax withholding obligation due to the vesting of restricted stock.

Shares withheld to cover the tax withholding obligation due to the vesting of restricted stock.

Shares withheld to cover the tax withholding obligation due to the vesting of restricted stock.

Shares withheld to cover the tax withholding obligation due to the vesting of restricted stock.

Shares withheld to cover the tax withholding obligation due to the vesting of restricted stock.

Shares withheld to cover the tax withholding obligation due to the vesting of restricted stock.

Shares withheld to cover the tax withholding obligation due to the vesting of restricted stock.

Shares withheld to cover the tax withholding obligation due to the vesting of restricted stock.

Award of Restricted Stock Units. The units vest in four equal annual installments commencing on the first anniversary date of the grant subject to continued employment with the Company.

Do we need some type of note to indicate why this is being filed late?

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.

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.

Reflects the number of common shares issued to the Reporting Person in payment of the Reporting Person's quarterly retainer in lieu of cash for Q4 2025 pursuant to the Reporting Person's election to participate in the Non-Employee Director Compensation Election to Receive Shares in Lieu of Cash.

This amount includes 1,684 common shares acquired pursuant to a special dividend received on December 12, 2025.

Award of Restricted Stock Units. The units vest in four equal annual installments commencing on the first anniversary date of the grant subject to continued employment with the Company.

Award of Restricted Stock Units. The units vest in four equal annual installments commencing on the first anniversary date of the grant subject to continued employment with the Company.

Award of Restricted Stock Units. The units vest in four equal annual installments commencing on the first anniversary date of the grant subject to continued employment with the Company.

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.

The Reporting Person held 3,771 PSUs, 10,779 PSUs and 13,383 PSUs that will vest on April 1, 2026, April 1, 2027 and April 1, 2028, respectively.

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.

The Reporting Person held 19,608 PSUs, 43,579 PSUs and 50,500 PSUs that will vest on April 1, 2026, April 1, 2027 and April 1, 2028, respectively.

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.

The Reporting Person held 8,296 PSUs, 8,854 PSUs and 10,261 PSUs that will vest on April 1, 2026, April 1, 2027 and April 1, 2028, respectively.

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.

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.

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.

The Reporting Person held 4,977 PSUs, 5,236 PSUs and 6,246 PSUs that will vest on April 1, 2026, April 1, 2027 and April 1, 2028, respectively.

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.

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.

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.

The Reporting Person held 5,430 PSUs, 5,775 PSUs and 6,959 PSUs that will vest on April 1, 2026, April 1, 2027 and April 1, 2028, respectively.

Award of Restricted Stock Units. The units vest in four equal annual installments commencing on the first anniversary date of the grant subject to continued employment with the Company.

This amount includes 6,185 common shares acquired pursuant to a special dividend received on December 12, 2025.

Award of Restricted Stock Units. The units vest in four equal annual installments commencing on the first anniversary date of the grant subject to continued employment with the Company.

This amount includes 3,540 common shares acquired pursuant to a special dividend received on December 12, 2025.