Ashlee Townsend Cribb - 30 Jan 2026 Form 3 Insider Report for RAYONIER INC (RYN)

Footnote 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.

Footnote 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).

Footnote 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).

Footnote F4

At the Effective Time, each outstanding Potlatch stock equivalent unit converted into a stock equivalent unit with respect to a number of Rayonier common shares based on the number of shares of Potlatch common stock underlying the stock equivalent unit, taking into account any dividend equivalents, multiplied by 1.8449, rounded to the nearest whole number of shares. The Rayonier stock equivalent units are subject to the terms of the applicable Potlatch deferred compensation plan in effect immediately prior to the Effective Time, including any deferral election thereunder. The Reporting Person holds 20,470 Rayonier stock equivalent units.

Footnote F5

Includes 14,081, 24,337, and 13,623 Rayonier RSUs granted upon conversion of Potlatch PSUs that are scheduled to vest on December 31 of each of 2026, 2027 and 2028, respectively.

Footnote F6

Includes 9,388, 9,208, and 9,082 Rayonier RSU Awards granted upon conversion of Potlatch RSU awards that are scheduled to vest on December 31 of each of 2026, 2027 and 2028, respectively.