RAYONIER INC

Filing Date

Feb 9, 2026

Transaction Date

Jan 30, 2026

Accession Number

0001174722-26-000004

Form Type

3

Footnotes

1. (F1)In connection with the terms of the Agreement and Plan of Merger, dated October 13, 2025, by and among Rayonier Inc. ("Rayonier"), 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 Rayonier (the "Effective Time" and such transaction, the "Merger").
2. (F2)At the Effective Time, each outstanding Potlatch restricted stock unit converted into a Rayonier restricted stock unit (each, a "Rayonier RSU"), based on the number of shares of Potlatch common stock subject to such award immediately prior to the Effective Time, accounting for any dividend equivalents, multiplied by 1.8449, rounded to the nearest whole share. Each such Rayonier RSU is subject to the terms of the applicable plan under which such awards were issued in effect immediately prior to the Effective Time (the "Plan"). Pursuant to elections by the Reporting Person pursuant to the Plan, these Rayonier RSUs are deferred.
3. (F3)During the vesting and deferral periods, an amount equal to the dividends that would have been paid on Rayonier RSUs had they been in the form of Rayonier common shares will be converted into additional Rayonier RSUs. The additional Rayonier RSUs will vest and be paid at the same time as the underlying Rayonier common shares and be subject to the Reporting Person's deferral election under the Plan. Includes 22,833 Rayonier RSUs.