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 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 March 31, 2024, the Company issued 350,376 common shares in exchange for an equal number of units in the Operating Partnership pursuant to the agreement of the Operating Partnership. ISSUER REPURCHASES 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 first quarter of 2024. As of March 31, 2024, there was $87.7 million, or approximately 2,639,243 shares based on the period-end closing stock price of $33.24, remaining under this program. The following table provides information regarding our purchases of Rayonier common shares during the quarter ended March 31, 2024: 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) January 1 to January 31 625 $32.07 — 2,895,328 February 1 to February 29 — — — 2,548,023 March 1 to March 31 299 34.50 — 2,639,243 Total 924 — (a) Includes 924 shares repurchased to satisfy tax withholding requirements related to the vesting of shares under the Rayonier 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 January, February and March are based on month-end closing stock prices of $30.30, $34.43 and $33.24, 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 March 31, 2024. ISSUER REPURCHASES 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 March 31, 2024, 350,376 units in the Operating Partnership held by limited partners were redeemed in exchange for shares of Rayonier Common Stock. 56