WAYNE WASECHEK - 30 Jan 2026 Form 3 Insider Report for RAYONIER INC (RYN)

Signature
/s/ Sarah E. Miles / Attorney-In-Fact
Issuer symbol
RYN
Transactions as of
30 Jan 2026
Net transactions value
$0
Form type
3
Filing time
09 Feb 2026, 18:41:57 UTC
Previous filing
02 Feb 2026

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
WASECHEK WAYNE EVP and CFO 1 RAYONIER WAY, WILDLIGHT /s/ Sarah E. Miles / Attorney-In-Fact 09 Feb 2026 0001760492

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding RYN Common Shares 118,450 30 Jan 2026 Direct F1, F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In connection with the terms of the Agreement and Plan of Merger, dated October 13, 2025 (as it may be amended from time to time, the "Merger Agreement"), by and among Rayonier Inc. ("Rayonier"), Potlatchdeltic Corporation ("Potlatch"), and Redwood Merger Sub, LLC, a direct, wholly owned subsidiary of Rayonier ("Merger Sub"), Potlatch merged with and into Merger Sub, with Merger Sub surviving as a direct, wholly owned subsidiary of Rayonier (the "Effective Time"). At the Effective Time, each outstanding share of common stock of Potlatch was automatically converted into the right to receive (i) 1.8185 common shares of Rayonier and (ii) $0.61 in cash, without interest, plus any fractional share consideration.
F2 At the Effective Time, each outstanding Potlatch performance share ("Potlatch PSU") converted into a Rayonier restricted stock unit (each, a "Rayonier RSU") based on the number of shares of Potlatch common stock underlying Potlatch PSU determined by deeming any applicable performance-based criteria achieved based on the greater of Potlatch's target performance or actual performance, as calculated on the latest practicable date prior to the Effective Time, taking into account any dividend equivalents, multiplied by 1.8449, rounded to the nearest whole number of shares. Each such Rayonier RSU is subject to the terms of the applicable predecessor Potlatch equity plan and Potlatch performance share award agreement in effect immediately prior to the Effective Time (including any double-trigger vesting acceleration entitlements and excluding any vesting terms related to the satisfaction of performance criteria).
F3 At the Effective Time, each outstanding Potlatch restricted stock unit ("Potlatch RSU") converted into a Rayonier restricted stock unit (each, a "Rayonier RSU"), based on the number of shares of Potlatch common stock subject to such Potlatch RSU immediately prior to the Effective time, taking into account any dividend equivalents, multiplied by the Equity Award Exchange Ratio, rounded to the nearest whole number of shares. Each such Rayonier RSU is subject to the terms of the applicable Potlatch equity plan and Potlatch restricted stock unit agreement in effect immediately prior to the Effective Time (including any double-trigger vesting acceleration entitlements).
F4 Includes 13,236, 26,758 and 14,979 Rayonier RSUs granted upon conversion of Potlatch PSUs that are scheduled to vest on December 31 of each of 2026, 2027 and 2028, respectively.
F5 Includes 7,374, 8,825, 10,123 and 9,986 Rayonier RSU Awards granted upon conversion of Potlatch PSU awards that are scheduled to vest on April 19, 2026 and December 31 of each of 2026, 2027 and 2028, respectively.

Remarks:

Exhibit List: EX 24 Wasechek POA