0001627806-26-000007.txt : 20260203 0001627806-26-000007.hdr.sgml : 20260203 20260203163017 ACCESSION NUMBER: 0001627806-26-000007 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20260130 FILED AS OF DATE: 20260203 DATE AS OF CHANGE: 20260203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McHugh Mark CENTRAL INDEX KEY: 0001627806 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06780 FILM NUMBER: 26593528 MAIL ADDRESS: STREET 1: 1 RAYONIER WAY CITY: WILDLIGHT STATE: FL ZIP: 32097 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RAYONIER INC CENTRAL INDEX KEY: 0000052827 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] ORGANIZATION NAME: 05 Real Estate & Construction EIN: 132607329 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1 RAYONIER WAY CITY: WILDLIGHT STATE: FL ZIP: 32097 BUSINESS PHONE: 9043579100 MAIL ADDRESS: STREET 1: 1 RAYONIER WAY CITY: WILDLIGHT STATE: FL ZIP: 32097 FORMER COMPANY: FORMER CONFORMED NAME: ITT RAYONIER INC /CT/ DATE OF NAME CHANGE: 19940422 FORMER COMPANY: FORMER CONFORMED NAME: ITT RAYONIER INC DATE OF NAME CHANGE: 19920703 4 1 wk-form4_1770154214.xml FORM 4 X0508 4 2026-01-30 0 0000052827 RAYONIER INC RYN 0001627806 McHugh Mark 1 RAYONIER WAY WILDLIGHT FL 32097 1 1 0 0 President and CEO 0 Common Shares 2026-01-30 4 A 0 113687 0 A 408620 D Common Shares 43.42 I In Trust 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. 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. /s/ Sarah E. Miles / Attorney-In-Fact 2026-02-03