RAYONIER INC 10-K

Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Rayonier Inc. MARKET FOR THE REGISTRANT’S COMMON EQUITY Rayonier Inc.’s common shares are publicly traded on the NYSE, the only exchange on which our shares are listed, under the trading symbol RYN . Shares of the Company have no par value. DIVIDENDS Common stock cash dividends during the years ended December 31, 2021, 2020 and 2019 aggregated to $1.08, $1.08 and $1.08, respectively. HOLDERS Including institutional holders, there were approximately 4,910 shareholders of record of our common shares on February 18, 2022. UNREGISTERED SALES OF EQUITY SECURITIES From time to time, the Company may issue shares of common stock in exchange for units in the Operating Partnership. Such shares are issued based on an exchange ratio of one common share for each unit in the Operating Partnership. During the quarter ended December 31, 2021, the Company issued 623,568 common shares in exchange for an equal number of units in the Operating Partnership pursuant to the Operating Partnership agreement. ISSUER REPURCHASES In February 2016, the Board of Directors approved the repurchase of up to $100 million of Rayonier’s common shares (the “share repurchase program”) to be made at management’s and the Board of Directors’ discretion. The program has no time limit and may be suspended or discontinued at any time. There were no shares repurchased under this program in the fourth quarter of 2021. As of December 31, 2021, there was $87.7 million, or approximately 2,173,648 shares based on the period-end closing stock price of $40.36, remaining under this program. The following table provides information regarding our purchases of Rayonier common shares during the quarter ended December 31, 2021: Period Total Number of Shares Purchased (a) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (c) October 1 to October 31 — — — 2,350,079 November 1 to November 30 29 $38.45 — 2,322,702 December 1 to December 31 56 40.06 — 2,173,648 Total 85 — (a) Includes the Company’s common shares purchased from employees in non-open market transactions. The shares were sold by employees of the Company in exchange for cash that was used to pay withholding taxes associated with the vesting of share-based awards under the Company’s Incentive Stock Plan. The price per share surrendered is based on the closing price of the Company’s common shares on the respective vesting dates of the awards. (b) Purchases made in open-market transactions under the $100 million share repurchase program announced on February 10, 2016. (c) Maximum number of shares authorized to be purchased at the end of October, November and December are based on month-end closing stock prices of $37.33, $37.77 and $40.36, respectively. 31 Table of Contents Rayonier, L.P. MARKET FOR UNITS OF THE OPERATING PARTNERSHIP There is no public trading market for Operating Partnership units. HOLDERS Including institutional holders, there were approximately 15 holders of record of our Operating Partnership units (other than the Company) on February 18, 2022. DISTRIBUTIONS The distribution rate on the Operating Partnership’s units is equal to the dividend rate on Rayonier Inc.’s common shares. UNREGISTERED SALES OF EQUITY SECURITIES There were no unregistered sales of equity securities made by the Operating Partnership during the quarter ended December 31, 2021. ISSUER PURCHASES OF EQUITY SECURITIES Pursuant to the Operating Partnership’s limited partnership agreement, limited partners have the right to redeem their Operating Partnership units for cash, or at our election, shares of Rayonier Common Stock on a one-for-one basis. During the quarter ended December 31, 2021, 623,568 Operating Partnership units held by limited partners were redeemed in exchange for shares of Rayonier Common Stock. 32 Table of Contents STOCK PERFORMANCE GRAPH The following graph compares the performance of Rayonier’s common shares (assuming reinvestment of dividends) with a broad-based market index (Standard & Poor’s (“S&P”) 500), and three industry-specific indices –the S&P Global Timber and Forestry Index, the FTSE NAREIT All Equity REIT Index (the “New Peer Group Index”) and the S&P 1500 Real Estate Index 1 (the “Old Peer Group Index”). The New Peer Group Index has been selected to replace the Old Peer Group Index in the stock performance graph going forward, as we believe the composition of the FTSE NAREIT All Equity REIT Index better aligns with the Company’s businesses and provides a more useful benchmark for investors. The table and related information below shall not be deemed to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that the Company specifically incorporates it by reference into such filing. The data in the following table was used to create the above graph as of December 31: 2016 2017 2018 2019 2020 2021 Rayonier Inc. $100 $123 $111 $136 $127 $180 S&P 500 ® Index 100 122 116 153 181 233 S&P ® Global Timber and Forestry Index 100 132 106 123 146 167 FTSE NAREIT All Equity REIT Index (New Peer Group Index) 100 105 96 118 109 151 S&P ® 1500 Real Estate Sector Index 1 (Old Peer Group Index) 100 112 111 150 163 238 1 Based on constituents as of December 31, 2021 and excludes entities that were not publicly traded for the entire comparative period. 33 Table of Contents Item 6. SELECTED FINANCIAL DATA Not applicable.