4//SEC Filing
McHugh Mark 4
Accession 0001627806-26-000007
CIK 0000052827other
Filed
Feb 2, 7:00 PM ET
Accepted
Feb 3, 4:30 PM ET
Size
6.5 KB
Accession
0001627806-26-000007
Research Summary
AI-generated summary of this filing
Rayonier (RYN) CEO Mark McHugh Receives 113,687-Share Award
What Happened Mark McHugh, President & CEO and a director of Rayonier Inc. (RYN), was granted/awarded 113,687 shares (reported as $0.00 per share) on January 30, 2026. This award is not an open-market purchase or sale — it reflects performance share units (PSUs) that were deemed achieved in connection with Rayonier’s merger and are now subject only to time-based vesting.
Key Details
- Transaction date: 2026-01-30; Form 4 filed 2026-02-03.
- Transaction type/code: Award/Grant (A). Reported acquisition: 113,687 shares at $0.00 per share (no cash paid).
- Composition of the award: 19,608 PSUs vesting April 1, 2026; 43,579 PSUs vesting April 1, 2027; 50,500 PSUs vesting April 1, 2028 (total = 113,687).
- Footnote significance: Per the merger agreement, outstanding PSUs were treated as achieved at the change of control and converted to time-vesting awards tied to their original vesting dates.
- Shares owned after transaction: Form shows the PSUs above now awarded/converted; the filer’s total common-share ownership (including previously held shares) is not provided in this summary.
- Filing timeliness: Reported on Feb 3 for a Jan 30 transaction (no late-filing flag indicated in the provided data).
Context
- This was a merger-driven award conversion, not a buy or sale — it does not reflect a direct market purchase or disposition by the insider.
- The award’s cash value isn’t shown on the form (reported at $0.00); actual economic value depends on Rayonier’s future stock price at vesting and any settlement terms.
- For retail investors: merger-related PSU accelerations are common in change-of-control deals and primarily affect future vesting timing and potential dilution rather than signaling immediate insider buying or selling.
Insider Transaction Report
Form 4
RAYONIER INCRYN
McHugh Mark
DirectorPresident and CEO
Transactions
- Award
Common Shares
[F1][F2]2026-01-30+113,687→ 408,620 total
Holdings
- 43.42(indirect: By Trust)
Common Shares
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 19,608 PSUs, 43,579 PSUs and 50,500 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
Issuer
RAYONIER INC
CIK 0000052827
Entity typeother
Related Parties
1- filerCIK 0001627806
Filing Metadata
- Form type
- 4
- Filed
- Feb 2, 7:00 PM ET
- Accepted
- Feb 3, 4:30 PM ET
- Size
- 6.5 KB