Sec Form 3 Filing - Daniels Ryan M. @ RAYONIER INC - 2026-03-20

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Daniels Ryan M.
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)
Interim SVP, Wood Products
(Last) (First) (Middle)
1 RAYONIER WAY
3. Date of Earliest Transaction (MM/DD/YY)
03/20/2026
(Street)
WILDLIGHT, FL32097
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 44,344 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Daniels Ryan M.
1 RAYONIER WAY
WILDLIGHT, FL32097
Interim SVP, Wood Products
Signatures
/s/ Sarah E. Miles / Attorney-In-Fact 03/27/2026
Signature of Reporting Person Date
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 )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).
( 3 )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).
( 4 )Includes 9,201, 13,176, and 8,918 Rayonier RSUs that are scheduled to vest on December 31 of each of 2026, 2027 and 2028, respectively.
( 5 )Includes 3,044 special RSUs granted on September 29, 2023 that are scheduled to vest on September 29, 2026.
( 6 )Includes 2,924 RSUs granted on November 15, 2024 that are scheduled to vest in two equal annual installments commencing on the second anniversary of the grant date.

Remarks:
Exhibit List: EX 24 Daniels POA

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