INCENTIVE STOCK PLANS

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

Approved by shareholders on May 18, 2023, the 2023 Rayonier Incentive Stock Plan (the “Stock Plan”) authorizes up to 3.0 million shares for equity-based awards. At December 31, 2025, 1.6 million shares remained available for future grants. The Stock Plan provides for the reuse of shares from forfeited or cancelled awards, including those withheld for taxes, and allows for new common shares to be issued upon exercise or vesting. No further grants may be made under prior plans. The Company recognizes compensation expense on a straight-line basis over the requisite service period or retirement eligibility and accounts for forfeitures as they occur.

A summary of our stock-based incentive compensation cost is presented below:


	2025	2024	2023
Selling and general expenses	$9,432	$12,778	$12,710
Cost of sales	1,133	1,122	986
Timber and Timberlands, net (a)	264	332	306
Other operating expense, net	175	—	—
Total stock-based incentive compensation	$11,004	$14,232	$14,002

Tax benefit recognized related to stock-based incentive compensation expense (b)	$521	$695	$677

(a)Represents amounts capitalized as part of the overhead allocation of timber-related costs.

(b)A valuation allowance is recorded against the tax benefit recognized as we do not expect to be able to realize the benefit in the future.

FAIR VALUE CALCULATIONS BY AWARD

RESTRICTED STOCK UNITS & RESTRICTED STOCK

Restricted stock units granted to employees generally vest ratably over four years. Special purpose restricted stock units may be granted with alternative vesting schedules based on defined service periods or retirement eligibility. Holders of unvested restricted stock and restricted stock unit awards receive dividend equivalent payments. Restricted stock granted to the Board of Directors vests immediately upon issuance and is subject to specific holding requirements. The fair value of restricted stock units and restricted stock is based on the Company’s stock price on the grant date.

As of December 31, 2025, there was $6.9 million of unrecognized compensation cost attributable to our restricted stock units. We expect to recognize this cost over a weighted average period of 2.4 years. As of December 31, 2025, there was no unrecognized compensation cost attributable to our restricted stock.

A summary of our restricted stock units is presented below:


	2025	2024	2023
Restricted stock units granted	246,662	212,415	207,006
Weighted average price of restricted stock units granted	$27.56	$32.46	$32.93
Intrinsic value of restricted stock units outstanding (a)	$10,341	$12,673	$16,068
Grant date fair value of restricted stock units vested	6,982	5,949	4,454
Cash used to purchase common shares from current and former employees to pay withholding tax requirements on restricted stock units vested	2,166	2,186	1,665

(a)Intrinsic value of restricted stock units outstanding is based on the market price of the Company’s stock at December 31, 2025, 2024 and 2023.


	2025
	Number of Shares	Weighted Average Grant Date Fair Value
Non-vested Restricted Stock Units at January 1,	485,552	$33.17
Granted	246,662	27.56
Vested	(222,530)	31.37
Cancelled	(32,043)	31.33
Non-vested Restricted Stock Units at December 31,	477,641	$31.23

A summary of our restricted stock is presented below:


	2025	2024	2023
Restricted stock granted	44,924	32,928	36,403
Weighted average price of restricted stock granted	$24.21	$30.37	$30.22
Intrinsic value of restricted stock outstanding (a)	—	—	$66
Grant date fair value of restricted stock vested	1,088	1,047	1,647
Cash used to purchase common shares from current and former employees to pay withholding tax requirements on restricted shares vested	—	20	208

(a)Intrinsic value of restricted stock outstanding is based on the market price of the Company’s stock at December 31, 2023.


	2025
	Number of Shares	Weighted Average Grant Date Fair Value
Non-vested Restricted Stock at January 1,	—	—
Granted	44,924	$24.21
Vested	(44,924)	24.21
Non-vested Restricted Stock at December 31,	—	—

PERFORMANCE SHARE UNITS

Performance share units generally vest after a three-year performance period, with the final payout contingent upon total shareholder return relative to a selected peer group. Because the payout is based on a market condition, the grant-date fair value is determined using a Monte Carlo simulation model.

As of December 31, 2025, there was $5.1 million of unrecognized compensation cost related to our performance share unit awards, which is attributable to awards granted in 2023, 2024 and 2025. This cost is expected to be recognized over a weighted average period of 1.7 years.

A summary of our performance share units is presented below:


	2025	2024	2023
Common shares reserved for performance shares granted during year	294,574	320,640	285,863
Weighted average fair value of performance share units granted	$33.00	$34.51	$37.77
Intrinsic value of outstanding performance share units (a)	$10,551	$11,463	$12,730
Fair value of performance shares vested	3,696	6,388	5,863
Cash used to purchase common shares from current and former employees to pay withholding tax requirements on performance shares vested	732	1,975	2,342

(a)Intrinsic value of outstanding performance share units is based on the market price of the Company's stock at December 31, 2025, 2024 and 2023.


	2025
	Number of Units	Weighted Average Grant Date Fair Value
Outstanding Performance Share units at January 1,	439,186	$38.50
Granted	186,462	33.00
Units Distributed	(109,370)	45.67
Other Cancellations/Adjustments	(28,917)	36.16
Outstanding Performance Share units at December 31,	487,361	$34.92

Expected volatility is based on the Company’s historical daily returns over a three-year period, and the risk-free rate is derived from the 3-year U.S. Treasury rate at the grant date. Dividend yields are excluded from the fair value calculation as awards receive dividend equivalents. A liquidity discount is applied to grants for Vice Presidents and above due to a one-year post-vest holding period. The following table provides an overview of the assumptions used in calculating the fair value of the awards granted for the three years ended December 31:


	2025		2024		2023
Expected volatility	25.3	%	26.4	%	29.9	%
Risk-free rate	3.8	%	4.5	%	3.7	%
Liquidity discount applied to grants with a post-vesting holding restriction	2.9	%	3.9	%	4.7	%

RAYONIER INC 10-K