What changed in this filing

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Item 9A. Controls and Procedures

2024-02-23 compared with 2023-02-24 · 62 added, 84 removed, 217 unchanged (40% of the section changed)

6 unchanged sentences

Even systems determined to be effective can provide only reasonable assurance that their objectives are achieved.

Based on an evaluation of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K, our management, including the Chief Executive Officer and Chief Financial Officer, concluded the design and operation of the disclosure controls and procedures were effective as of December 31, 2022.

Based on an evaluation of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K, our management, including the Chief Executive Officer and Chief Financial Officer, concluded the design and operation of the disclosure controls and procedures were effective as of December 31, 2023.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

7 unchanged sentences

Even systems determined to be effective can provide only reasonable assurance that their objectives are achieved.

Based on an evaluation of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K, our management, including Rayonier’s Chief Executive Officer and Chief Financial Officer, concluded the design and operation of the disclosure controls and procedures were effective as of December 31, 2022.

Based on an evaluation of the Operating Partnership’s disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K, our management, including Rayonier’s Chief Executive Officer and Chief Financial Officer, concluded the design and operation of the disclosure controls and procedures were effective as of December 31, 2023.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

1 unchanged sentence

OTHER INFORMATION

Not applicable.

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 December 31, 2023, as such terms are defined under item 408(a) of Regulation S-K .

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

3 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

A list of our executive officers and their biographical information are found in Item 1 in this Annual Report on Form 10-K .

A list of our executive officers and their biographical information are found in Item 1 of this Annual Report on Form 10-K .

Additional information required by this Item with respect to directors and other governance matters is incorporated herein by reference from the sections and subsections entitled “Proposal No.

3 unchanged sentences

EXECUTIVE COMPENSATION

The information called for by Item 11 is incorporated herein by reference from the section and subsections entitled “Compensation Discussion and Analysis,” “Summary Compensation Table,” “CEO Pay Ratio,” “Grants of Plan-Based Awards,” “Outstanding Equity Awards at Fiscal Year-End,” “Option Exercises and Stock Vested,” “Pension Benefits,” “Nonqualified Deferred Compensation,” “Potential Payments Upon Termination or Change in Control,” “Director Compensation,” “Compensation Committee Interlocks and Insider Participation;

The information called for by Item 11 is incorporated herein by reference from the section and subsections entitled “Compensation Discussion and Analysis,” “Summary Compensation Table,” “CEO Pay Ratio,” “Grants of Plan-Based Awards,” “Outstanding Equity Awards at Fiscal Year-End,” “Option Exercises and Stock Vested,” “Pension Benefits,” “Nonqualified Deferred Compensation,” “Potential Payments Upon Termination or Change in Control,” “Pay Versus Performance,” “Director Compensation,” “Compensation Committee Interlocks and Insider Participation;

Processes and Procedures” and “Report of the Compensation and Management Development Committee” in the Proxy Statement.

21 unchanged sentences

Deferred tax asset valuation allowance:

Year ended December 31, 2022 $ 36,904 $ 3,940 (b) — $ 40,844

Year ended December 31, 2023 $ 40,844 $ 9,574 (a) — $ 50,418

Year ended December 31, 2022 36,904 3,940 (a) — 40,844

Year ended December 31, 2021 46,015 — ( 9,111 ) (b) 36,904

(a) The 2021 decrease in the valuation allowance is due to a reduction in TRS deferred tax assets.

(b) The 2020 and 2022 increase in the valuation allowance is due to an increase in TRS deferred tax assets.

(a) The 2023 and 2022 increase in the valuation allowance is due to an increase in TRS deferred tax assets.

(b) The 2021 decrease in the valuation allowance is due to a reduction in TRS deferred tax assets.

All other financial statement schedules have been omitted because they are not applicable, the required matter is not present or the required information has otherwise been supplied in the financial statements or the notes thereto.

15 unchanged sentences

Incorporated by reference to Exhibit 2.1 to the Registrant’s May 30, 2014 Form 8-K

2.4 Agreement and Plan of Merger, dated as of January 14, 2020, by and among Rayonier Inc., Rayonier Operating Company LLC, Pacific GP Merger Sub I, LLC, Pacific GP Merger Sub II, LLC, Pacific LP Merger Sub III, LLC, Pope Resources, a Delaware limited partnership, Pope MGP, Inc.

and Pope EGP, Inc.

Incorporated by reference to Exhibit 2.1 to the Registrant’s January 15, 2020 Form 8-K

2.5 Amendment No.

1, dated as of April 1, 2020, to the Agreement and Plan of Merger, by and among Rayonier Inc., Rayonier, L.P., Rayonier Operating Company LLC, Rayonier Operating Holdings, LLC, Pacific GP Merger Sub I, LLC, Pacific GP Merger Sub II, LLC, Pacific LP Merger Sub III, LLC, Pope Resources, a Delaware limited partnership, Pope MGP, Inc.

and Pope EGP, Inc.

Incorporated by reference to Exhibit 2.1 to the Registrant’s April 1, 2020 Form 8-K

2.6 Purchase and Sale Agreement, dated as of October 21, 2022, by and among Rayonier Operating LLC, John Hancock Life Insurance Company (U.S.A.), and First American Title Insurance Company**,***

Filed herewith

2.7 Purchase and Sale Agreement, dated as of November 2, 2022, by and among Rayonier Operating Company, LLC, and John Hancock Life Insurance Company (U.S.A)**,***

Filed herewith

2.8 First Amendment to Purchase and Sale Agreement, dated as of December 13, 2022, by and among Rayonier Operating Company, LLC, and John Hancock Life Insurance Company (U.S.A)***

Filed herewith

3.1 Amended and Restated Articles of Incorporation

Incorporated by reference to Exhibit 3.1 to the Registrant’s May 23, 2012 Form

Incorporated by reference to Exhibit 3.2 to the Registrant’s October 21, 2009 Form 8-K

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

3.3 Limited Liability Company Agreement of Rayonier Operating Company LLC

Incorporated by reference to Exhibit 3.3 to the Registrant’s June 30, 2010 Form 10-Q

Description Location

3.4 Amended and Restated Agreement of Limited Partnership of Rayonier, L.P., dated as of May 8, 2020

11 unchanged sentences

Incorporated by reference to Exhibit 4.7 to the Registrant's December 31, 2020 Form 10-K

10.1 Rayonier Investment and Savings Plan for Salaried Employees effective March 1, 1994, amended and restated effective April 1, 2015 and further amended effective September 8, 2015*

Incorporated by reference to Exhibit 10.2 to the Registrant’s December 31, 2015 Form 10-K

10.2 Amendment to Rayonier Investment and Savings Plan for Salaried Employees effective as of June 1, 2016, executed February 25, 2016*

Incorporated by reference to Exhibit 10.1 to the Registrant’s March 31, 2016 Form 10-Q

10.3 Amendment to Rayonier Investment and Savings Plan for Salaried Employees effective as of June 1, 2016, executed June 13, 2016*

Incorporated by reference to Exhibit 10.3 to the Registrant’s December 31, 2019 Form 10-K

10.4 Amendment to Rayonier Investment and Savings Plan for Salaried Employees effective as of January 1, 2017, executed January 17, 2017*

Incorporated by reference to Exhibit 10.1 to the Registrant’s March 31, 2017 Form 10-Q

10.5 Amendment to Rayonier Investment and Savings Plan for Salaried Employees effective as of January 1, 2017, executed July 20, 2017*

Incorporate by reference to Exhibit 10.1 to the Registrant’s June 30, 2017 Form 10-Q

10.6 Amendment to Rayonier Investment and Savings Plan for Salaried Employees effective as of April 1, 2017, executed December 7, 2016*

Incorporated by reference to Exhibit 10.6 to the Registrant’s December 31, 2019 Form 10-K

10.7 Amendment to Rayonier Investment and Savings Plan for Salaried Employees effective as of October 1 2017, executed November 9, 2017*

Incorporated by reference to Exhibit 10.6 to the Registrant’s December 31, 2017 Form 10-K

10.8 Amendment to Rayonier Investment and Savings Plan for Salaried Employees effective as of November 1, 2018, executed December 21, 2018*

Incorporated by reference to Exhibit 10.7 to the Registrant’s December 31, 2018 Form 10-K

10.1 Amended and Restated Retirement Plan for Salaried Employees of Rayonier Inc.

1 unchanged sentence

Incorporated by reference to Exhibit 10.9 to the Registrant’s December 31, 2015 Form 10-K

Description Location

10.2 First Amendment to the Retirement Plan for Salaried Employees of Rayonier Inc.

1 unchanged sentence

Incorporated by reference to Exhibit 10.2 to the Registrant’s September 30, 2016 Form 10-Q

Description Location

10.3 Second Amendment to the Retirement Plan for Salaried Employees of Rayonier, Inc.

executed January 20, 2023*

Filed herewith

10.4 Rayonier Inc.

1 unchanged sentence

Incorporated by reference to Exhibit 10.2 to the Registrant’s June 30, 2010 Form 10-Q

10.5 Amendment to the Rayonier Inc.

Excess Benefit Plan as amended , effective as of July 31, 2023, executed July 20, 2023*

Filed herewith

10.6 Form of Rayonier Outside Directors Compensation Program/Cash Deferral Option Agreement*

3 unchanged sentences

Incorporated by reference to Exhibit 10.1 to the Registrant’s September 30, 2014 Form 10-Q

10.14 Amended and Restated Master Shareholder Agreement in Relation to Matariki Forests Australia PTY Limited, Matariki Forestry Group and Matariki Forests, dated February, 2010, by and among SAS Trustee Corporation, Deutche Asset Management (Australia) Limited, Rayonier Canterbury LLC, Rayonier New Zealand Limited, Cameron and Company Limited, Matariki Forests Australia Pty Limited, Matariki Forestry Group and Matariki Forests

Incorporated by reference to Exhibit 10.14 to the Registrant’s December 31, 2019 Form 10-K

10.15 Deed of Amendment and Restatement of Shareholder Agreement, dated March 31, 2016, by and among Rayonier Canterbury LLC, Waimarie Forests Pty Limited, Matariki Forestry Group, Matariki Forests and Phaunos Timber Fund Limited

Incorporated by reference to Exhibit 10.15 to the Registrant’s December 31, 2019 Form 10-K

10.8 Deed of Amendment and Restatement of Shareholder Agreement, dated July 1, 2021, by and among Rayonier Canterbury LLC, Waimarie Forests Pty Limited, Matariki Forestry Group, Matariki Forests and Phaunos Timber Fund Limited

Filed herewith

10.9 Intellectual Property Agreement, dated June 27, 2014, by and between Rayonier Inc.

3 unchanged sentences

and its Officers and Directors*

Incorporated by reference to Exhibit 10.8 to the Registrant’s June 30, 2014 Form 10-Q

10.18 Form of Indemnification Agreement between Rayonier Inc.

and its Officers

Incorporated by reference to Exhibit 10.18 to the Registrant’s December 31, 2019 Form 10-K

10.11 Transition Agreement, dated October 30, 202 3*

Filed herewith

10.12 Rayonier Incentive Stock Plan, as amended*

Incorporate by reference to Exhibit 10.1 to the Registrant’s September 30, 2020 Form 10-Q

Incorporated by reference to Exhibit 10.1 to the Registrant’s September 30, 2020 Form 10-Q

10.13 2023 Rayonier Incentive Stock Pla n*

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

10.14 Form of Rayonier Incentive Stock Plan Non-Qualified Stock Option Award Agreement*

Incorporated by reference to Exhibit 10.19 to the Registrant’s December 31, 2008 Form 10-K

10.21 Form of Rayonier Incentive Stock Plan Restricted Stock Award Agreement*

Incorporated by reference to Exhibit 10.5 to the Registrant’s March 31, 2015 Form 10-Q

10.22 2019 Performance Share Award Program*

Incorporated by reference to Exhibit 10.18 to the Registrant’s December 31, 2019 Form 10-K

10.15 2023 Rayonier Incentive Stock Plan Restr icted Stock Unit Award Agreement *

Filed herewith

10.16 2020 Performance Share Award Program*

2 unchanged sentences

Incorporated by reference to Exhibit 10.1 to the Registrant's March 31, 2021 Form 10-Q

Description Location

10.18 2022 Performance Share Award Program*

Incorporated by reference to Exhibit 10.1 to the Registrant’s September 30, 2022 Form 10-Q

10.19 202 3 Performance Share Award Program*

Incorporated by reference to Exhibit 10.1 to the Registrant’s March 31, 2023 Form 10-Q

10.20 202 4 Performance Share Award Program*

Filed herewith

10.21 Rayonier Inc.

1 unchanged sentence

Incorporated by reference to Exhibit 10.2 to the Registrant’s March 31, 2016 Form 10-Q

Description Location

10.27 Credit Agreement dated as of August 5, 2015 among Rayonier Inc., Rayonier TRS Holdings Inc.

and Rayonier Operating Company LLC, as Borrowers, CoBank, ACB as Administrative Agent, Swing Line Lender and Issuing Bank, JPMorgan Chase Bank, N.A.

and Farm Credit of Florida, ACA as Co-Syndication Agents, Credit Suisse AG and SunTrust Bank as Co-Documentation Agents and CoBank, ACB as Sole Lead Arranger and Sole Bookrunner

Incorporated by reference to Exhibit 10.3 to the Registrant’s March 31, 2016 Form 10-Q

10.28 Second Amendment to Credit Agreement, dated as of April 1, 2020, by and among Rayonier Inc., Rayonier TRS Holdings Inc.

and Rayonier Operating Company LLC, as borrowers, the several banks, financial institutions and other institutional lenders party thereto and CoBank, ACB as administrative agent, swing line lender and issuing bank

Incorporated by reference to Exhibit 10.4 to the Registrant’s March 31, 2020 Form 10-Q

10.29 Annex A to Second Amendment to Credit Agreement

Incorporated by reference to Exhibit 10.5 to the Registrant’s March 31, 2020 Form 10-Q

10.30 First Amendment and Incremental Term Loan Agreement dated as of April 28, 2016, by and among Rayonier Inc., Rayonier TRS Holdings Inc., Rayonier Operating Company LLC, as Borrowers, CoBank, ACB, as Administrative Agent and the several banks, financial institutions and other institutional lenders party thereto

Incorporated by reference to Exhibit 10.1 to the Registrant’s May 2, 2016 Form 8-K

10.31 Third Amendment and Incremental Term Loan Agreement, dated as of April 16, 2020, by and among Rayonier Inc., Rayonier TRS Holdings Inc., and Rayonier Operating Company LLC, as borrowers, the several banks, financial institutions and other institutional lenders party thereto and CoBank, ACB as administrative agent

Incorporated by reference to Exhibit 10.7 to the Registrant’s March 31, 2020 Form 10-Q

10.32 Fourth Amendment and Incremental Term Loan Agreement, dated as of June 1, 2021, by and among Rayonier Inc., Rayonier TRS Holdings Inc., Rayonier Operating Company LLC, and Rayonier L.P., as borrowers, the several banks, financial institutions and other lenders party thereto and CoBank, ACB, as administrative agent

Incorporated by reference to Exhibit 10.1 to the Registrant's June 1, 2021 Form 8-K

10.33 2016 Guarantee Agreement dated as of April 28, 2016 among Rayonier Inc., Rayonier TRS Holdings Inc.

and COBANK, ACB, as Administrative Agent

Incorporated by reference to Exhibit 10.2 to the Registrant’s May 2, 2016 Form 8-K

10.34 Amended and Restated Executive Severance Pay Plan effective as of October 2020*

Incorporated by reference to Exhibit 10.2 to the Registrant’s September 30, 2020 Form 10-Q

10.22 Amended and Restated Executive Severance Pay Plan effective as of January 2024 *

Filed herewith

10.23 Trust Agreement for the Rayonier Inc.

10 unchanged sentences

Incorporated by reference to Exhibit 10.32 to the Registrant’s December 31, 2019 Form 10-K

Description Location

10.28 Rayonier Incentive Stock Plan Performance Share Award Agreement*

5 unchanged sentences

Incorporated by reference to Exhibit 10.1 to the Registrant’s May 13, 2020 Form 8-K

10.43 Amendment to Rayonier Investment and Savings Plan for Salaried Employees effective as of April 1, 2020, executed March 23, 2020*

Incorporated by reference to Exhibit 10.7 to the Registrant’s June 30, 2020 10-Q

10.44 Amendment to Rayonier Investment and Savings Plan for Salaried Employees effective as of May 8, 2020, executed May 4, 2020*

Incorporated by reference to Exhibit 10.8 to the Registrant’s June 30, 2020 10-Q

10.45 Amendment to Rayonier Investment and Savings Plan for Salaried Employees effective as of May 8, 2020, executed May 8, 2020*

Incorporated by reference to Exhibit 10.9 to the Registrant’s June 30, 2020 10-Q

10.31 Amendment to Rayonier Investment and Savings Plan for Salaried Employees effective as of January 1, 2020, executed July 28, 2023*

Filed herewith

10.32 Amendment to Rayonier Investment and Savings Plan effective as of March 27, 2020, executed July 28, 2023*

Filed herewith

10.33 Pope Resources 2005 Unit Incentive Plan*

Incorporated by reference to Exhibit 4.3 to the Registrant’s May 8, 2020 Registration Statement on Form S-8

Description Location

10.34 Rayonier Investment and Savings Plan for Salaried Employees effective March 1, 1994, amended and restated effective March 1, 2022*

Incorporated by reference to Exhibit 10.1 to the Registrant’s March 31, 2022 Form 10-Q

10.35 Credit Agreement dated as of August 5, 2015 among Rayonier Inc., Rayonier TRS Holdings Inc.

and Rayonier Operating Company LLC, as Borrowers, CoBank, ACB as Administrative Agent, Swing Line Lender and Issuing Bank, JPMorgan Chase Bank, N.A.

and Farm Credit of Florida, ACA as Co-Syndication Agents, Credit Suisse AG and SunTrust Bank as Co-Documentation Agents and CoBank, ACB as Sole Lead Arranger and Sole Bookrunner

Incorporated by reference to Exhibit 10.3 to the Registrant’s March 31, 2016 Form 10-Q

10.36 Second Amendment to Credit Agreement, dated as of April 1, 2020, by and among Rayonier Inc., Rayonier TRS Holdings Inc.

Incorporated by reference to Exhibit 10.4 to the Registrant’s March 31, 2020 Form 10-Q

10.37 Annex A to Second Amendment to Credit Agreement

Incorporated by reference to Exhibit 10.5 to the Registrant’s March 31, 2020 Form 10-Q

10.38 First Amendment and Incremental Term Loan Agreement dated as of April 28, 2016, by and among Rayonier Inc., Rayonier TRS Holdings Inc., Rayonier Operating Company LLC, as Borrowers, CoBank, ACB, as Administrative Agent and the several banks, financial institutions and other institutional lenders party thereto

Incorporated by reference to Exhibit 10.1 to the Registrant’s May 2, 2016 Form 8-K

10.39 Third Amendment and Incremental Term Loan Agreement, dated as of April 16, 2020, by and among Rayonier Inc., Rayonier TRS Holdings Inc., and Rayonier Operating Company LLC, as borrowers, the several banks, financial institutions and other institutional lenders party thereto and CoBank, ACB as administrative agent

Incorporated by reference to Exhibit 10.7 to the Registrant’s March 31, 2020 Form 10-Q

10.40 Fourth Amendment and Incremental Term Loan Agreement, dated as of June 1, 2021, by and among Rayonier Inc., Rayonier TRS Holdings Inc., Rayonier Operating Company LLC, and Rayonier L.P., as borrowers, the several banks, financial institutions and other lenders party thereto and CoBank, ACB, as administrative agent

Incorporated by reference to Exhibit 10.1 to the Registrant's June 1, 2021 Form 8-K

10.41 2016 Guarantee Agreement dated as of April 28, 2016 among Rayonier Inc., Rayonier TRS Holdings Inc.

and COBANK, ACB, as Administrative Agent

Incorporated by reference to Exhibit 10.2 to the Registrant’s May 2, 2016 Form 8-K

10.42 Fifth Amendment, Incremental Term Loan Agreement and Amendment to Guarantee Agreement, dated as of December 14, 2022, by and among Rayonier Inc., Rayonier TRS Holdings Inc., Rayonier Operating Company LLC, and Rayonier, L.P., as borrowers, the several banks, financial institutions and other institutional lenders party thereto and CoBank, ACB, as administrative agent

6 unchanged sentences

Incorporated by reference to Exhibit 22.1 to the Registrant’s June 30, 2022 Form 10-Q

Description Location

23.1 Rayonier Inc.

12 unchanged sentences

Filed herewith

Description Location

31.3 Rayonier, L.P.

- Chief Executive Officer’s Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

- 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

7 unchanged sentences

Furnished herewith

97.1 Rayonier Clawback Policy in the Event of a Financial Restatement, dated July 20, 2023*

Filed herewith

97.2 Rayonier Clawback Policy in the Event of Detrimental Conduct *

Filed herewith

101 The following financial information from Rayonier Inc.

17 unchanged sentences

Securities and Exchange Commission (the “SEC”) upon its request.

*** Certain portions of this exhibit have been redacted pursuant to Item 601(b)(2)(ii) of Regulation S-K.

The company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

22 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures