RAYONIER INC 10-Q

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Rayonier Inc. REGISTERED SALES OF EQUITY SECURITIES From time to time, the Company may issue its common shares 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 September 30, 2022, the Company issued 100,902 common shares in exchange for an equal number of units in the Operating Partnership pursuant to the agreement of the Operating Partnership. ISSUER PURCHASES OF EQUITY SECURITIES 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 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 third quarter of 2022. As of September 30, 2022, there was $87.7 million, or approximately 2,927,209 shares based on the period-end closing stock price of $29.97, remaining under this program. The following table provides information regarding our purchases of Rayonier common shares during the quarter ended September 30, 2022: 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) July 1 to July 31 38 $37.80 — 2,323,932 August 1 to August 31 128 37.77 — 2,469,832 September 1 to September 30 403 35.12 — 2,927,209 Total 569 — (a) Includes 569 shares of the Company’s common shares purchased in July, August and September from current and former employees in non-open market transactions. The shares were sold by current and former 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 under the share repurchase program at the end of July, August and September are based on month-end closing stock prices of $37.75, $35.52 and $29.97, respectively. Rayonier, L.P. UNREGISTERED SALES OF EQUITY SECURITIES There were no unregistered sales of equity securities made by the Operating Partnership during the quarter ended September 30, 2022. ISSUER PURCHASES OF EQUITY SECURITIES Pursuant to the Operating Partnership’s limited partnership agreement, limited partners have the right to redeem their units in the Operating Partnership for cash, or at our election, shares of Rayonier Common Stock on a one-for-one basis. During the quarter ended September 30, 2022, 100,902 units in the Operating Partnership held by limited partners were redeemed in exchange for shares of Rayonier Common Stock. 73 Item 6. EXHIBITS 10.1 2022 Performance Share Award Program* Filed herewith 22.1 List of Guarantor Subsidiaries Incorporated by reference to Exhibit 22.1 to the Registrant’s June 30, 2022 Form 10-Q 31.1 Rayonier Inc. - Chief Executive Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31.2 Rayonier Inc. - Chief Financial Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31.3 Rayonier, L.P. - Chief Executive Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31.4 Rayonier, L.P. - Chief Financial Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 32.1 Rayonier Inc. - Certification of Periodic Financial Reports Under Section 906 of the Sarbanes-Oxley Act of 2002 Furnished herewith 32.2 Rayonier, L.P. - Certification of Periodic Financial Reports Under Section 906 of the Sarbanes-Oxley Act of 2002 Furnished herewith 101 The following financial information from Rayonier Inc. and Rayonier, L.P.’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022, formatted in Extensible Business Reporting Language (“XBRL”), includes: (i) the Consolidated Statements of Income and Comprehensive Income for the Three and Nine Months Ended September 30, 2022 and 2021 of Rayonier Inc.; (ii) the Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 of Rayonier Inc.; (iii) the Consolidated Statements of Changes in Shareholders’ Equity for the Nine Months Ended September 30, 2022 and 2021 of Rayonier Inc.; (iv) the Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021 of Rayonier Inc.; (v) the Consolidated Statements of Income and Comprehensive Income for the Three and Nine Months Ended September 30, 2022 and 2021 of Rayonier, L.P.; (vi) the Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 of Rayonier, L.P.; (vii) the Consolidated Statements of Changes in Capital for the Nine Months Ended September 30, 2022 and 2021 of Rayonier, L.P.; (viii) the Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021 of Rayonier, L.P.; and (ix) the Notes to Consolidated Financial Statements of Rayonier Inc. and Rayonier, L.P. Filed herewith 104 The cover page from the Company’s Quarterly Report on Form 10-Q from the quarter ended September 30, 2022, formatted in Inline XBRL (included as Exhibit 101). Filed herewith * Management contract or compensatory plan 74 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. RAYONIER INC. By: /s/ APRIL TICE April Tice Vice President and Chief Accounting Officer (Duly Authorized Officer, Principal Accounting Officer) Date: November 4, 2022 RAYONIER, L.P. By: RAYONIER INC., its sole general partner By: /s/ APRIL TICE April Tice Vice President and Chief Accounting Officer (Duly Authorized Officer, Principal Accounting Officer) Date: November 4, 2022 75