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Item 5. Other Information

2023-11-03 compared with 2023-08-04 · 13 added, 27 removed, 37 unchanged (52% of the section changed)

OTHER INFORMATION

Changes to Procedures for Recommending Director Nominees

On July 21, 2023, our Board of Directors adopted amendments to our Bylaws (as amended, the “Bylaws”), which became effective immediately upon adoption.

The Board adopted the amendments to the Bylaws primarily to update certain procedural requirements in accordance with the new universal proxy rules adopted by the SEC.

Specifically, in addition to other ministerial changes, the amendments to the Bylaws:

• update certain procedural mechanics and disclosure requirements for shareholder nominations of directors made in connection with annual and special meetings of shareholders to address rules related to the use of universal proxy cards adopted by the SEC under new Rule 14a-19;

• provide that shareholders must give advance notice to the Company of nominations to be brought before an annual meeting of not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of shareholders to align the Rule 14a-19 nomination process with the Company’s nomination deadline for non-Rule 14a-19 nominations;

• update certain procedural mechanics related to the conduct of business at any meeting of shareholders;

• require shareholders directly or indirectly soliciting proxies from other shareholders to use a proxy card color other than white.

The foregoing description of the changes implemented by the amendments to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

Insider Trading Arrangements and Policies

None of the Company’s directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended June 30, 2023, as such terms are defined under item 408(a) of Regulation S-K .

3.1 Bylaws of Rayonier, Inc, as amended through July 21 , 2023

Incorporated by reference to Exhibit 3.1 to the Registrant’s July 26, 2023 Form 8-K

10.1 2023 Rayonier Incentive Stock Plan *

Incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8, filed on May 18, 2023

None of the Company’s directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended September 30, 2023, as such terms are defined under item 408(a) of Regulation S-K .

22.1 List of Guarantor Subsidiaries

19 unchanged sentences

101 The following financial information from Rayonier Inc.

and Rayonier, L.P.’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023, formatted in Extensible Business Reporting Language (“XBRL”), includes:

(i) the Consolidated Statements of Income and Comprehensive Income for the Three and Six Months Ended June 30, 2023 and 2022 of Rayonier Inc.;

(ii) the Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022 of Rayonier Inc.;

(iii) the Consolidated Statements of Changes in Shareholders’ Equity for the Six Months Ended June 30, 2023 and 2022 of Rayonier Inc.;

(iv) the Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 of Rayonier Inc.;

(v) the Consolidated Statements of Income and Comprehensive Income for the Three and Six Months Ended June 30, 2023 and 2022 of Rayonier, L.P.;

(vi) the Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022 of Rayonier, L.P.;

(vii) the Consolidated Statements of Changes in Capital for the Six Months Ended June 30, 2023 and 2022 of Rayonier, L.P.;

(viii) the Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 of Rayonier, L.P.;

and Rayonier, L.P.’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023, formatted in Inline Extensible Business Reporting Language (“iXBRL”), includes:

(i) the Consolidated Statements of Income and Comprehensive Income for the Three and Nine Months Ended September 30, 2023 and 2022 of Rayonier Inc.;

(ii) the Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 of Rayonier Inc.;

(iii) the Consolidated Statements of Changes in Shareholders’ Equity for the Nine Months Ended September 30, 2023 and 2022 of Rayonier Inc.;

(iv) the Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 of Rayonier Inc.;

(v) the Consolidated Statements of Income and Comprehensive Income for the Three and Nine Months Ended September 30, 2023 and 2022 of Rayonier, L.P.;

(vi) the Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 of Rayonier, L.P.;

(vii) the Consolidated Statements of Changes in Capital for the Nine Months Ended September 30, 2023 and 2022 of Rayonier, L.P.;

(viii) the Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 of Rayonier, L.P.;

and (ix) the Notes to Consolidated Financial Statements of Rayonier Inc.

1 unchanged sentence

Filed herewith

104 The cover page from the Company’s Quarterly Report on Form 10-Q from the quarter ended June 30, 2023, formatted in Inline XBRL (included as Exhibit 101).

104 The cover page from the Company’s Quarterly Report on Form 10-Q from the quarter ended September 30, 2023, formatted in Inline XBRL (included as Exhibit 101).

Filed herewith

* Management contract or compensatory plan

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.

3 unchanged sentences

(Duly Authorized Officer, Principal Accounting Officer)

August 4, 2023

November 3, 2023

RAYONIER, L.P.