RAYONIER INC·4

Feb 3, 4:31 PM ET

Tice April J. 4

4 · RAYONIER INC · Filed Feb 3, 2026

Research Summary

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Rayonier (RYN) SVP April Tice Receives 27,933-Share Award

What Happened
April J. Tice, Senior Vice President & Chief Accounting Officer of Rayonier Inc. (RYN), was credited with 27,933 shares as an award on January 30, 2026. The filing reports the acquisition at $0.00 (transaction code A — grant/award). This grant represents performance share units (PSUs) that were deemed achieved as a result of Rayonier’s merger with Potlatchdeltic (effective Oct 13, 2025) and were converted to share awards subject only to remaining time-based vesting.

Key Details

  • Date: 2026-01-30
  • Transaction: Award/acquisition (code A) of 27,933 shares reported at $0.00 per share
  • Vesting schedule (per footnote): 3,771 shares vest April 1, 2026; 10,779 on April 1, 2027; 13,383 on April 1, 2028
  • Why it happened: Merger with Potlatch triggered a change of control that treated each PSU as achieved (greater of target or actual performance) and removed performance conditions, leaving only time-based vesting
  • Filing timeliness: No late filing indicated in the report

Context
These were previously outstanding PSUs that converted to share awards because of the merger’s change-of-control provisions; they are not open-market purchases or sales. The award is reported at $0.00 because it’s a non-cash grant (value for investors is market-price dependent and subject to the remaining vesting schedule).

Insider Transaction Report

Form 4
Period: 2026-01-30
Tice April J.
SVP & Chief Accounting Officer
Transactions
  • Award

    Common Shares

    [F1][F2]
    2026-01-30+27,93383,911.54 total
Holdings
  • Common Shares

    (indirect: By Trust)
    559.59
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 3,771 PSUs, 10,779 PSUs and 13,383 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_1770154285.xmlPrimary

    FORM 4