RAYONIER INC·4

Feb 3, 4:33 PM ET

Pyatt Shelby L 4

4 · RAYONIER INC · Filed Feb 3, 2026

Research Summary

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Rayonier (RYN) SVP Shelby Pyatt Receives 16,459-Share Award

What Happened Shelby L. Pyatt, Senior Vice President of Human Resources and IT at Rayonier Inc. (RYN), was credited with 16,459 shares on January 30, 2026 via an award/grant (code A). The Form 4 reports an acquisition of 16,459 shares at a reported price of $0.00 (total $0 on grant). This was not an open-market purchase or sale by the insider but a corporate equity award tied to prior performance share unit (PSU) grants.

Key Details

  • Transaction date and type: 2026-01-30 — Award/Grant (code A), price $0.00.
  • Share count: 16,459 shares granted (sum of PSUs listed in footnote).
  • Shares/vests after transaction: The reporting person held PSUs of 4,977 (vest 4/1/2026), 5,236 (vest 4/1/2027) and 6,246 (vest 4/1/2028), totaling 16,459 PSUs now time‑vested per original schedules.
  • Footnote (merger effect): Per the October 13, 2025 merger agreement with Potlatchdeltic, outstanding PSUs were deemed achieved at the greater of target or actual performance at the merger’s Effective Time; remaining conditions are time-based vesting per original dates.
  • Filing timeliness: Reported on Form 4 filed 2026-02-03 for a 2026-01-30 transaction — appears timely (within required reporting window).
  • No 10b5-1 plan, tax withholding, or immediate sale indicated in the filing.

Context These were performance share units converted to time‑vested awards because of a change of control from Rayonier’s merger with Potlatchdeltic. That means the performance hurdle was treated as met (per the merger terms), and the awards will vest on their original schedule — this is a company action, not a direct market buy or sell by the insider. For retail investors, such merger-related vesting is a routine corporate equity adjustment rather than a clear bullish or bearish signal from the individual insider.

Insider Transaction Report

Form 4Exit
Period: 2026-01-30
Pyatt Shelby L
SVP, Human Resources and IT
Transactions
  • Award

    Common Shares

    [F1][F2]
    2026-01-30+16,45986,491.44 total
Holdings
  • Common Shares

    (indirect: By Trust)
    4,656.12
Footnotes (2)
  • [F1]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.
  • [F2]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.
Signature
/s/ Sarah E. Miles / Attorney-In-Fact|2026-02-03

Documents

1 file
  • 4
    wk-form4_1770154397.xmlPrimary

    FORM 4