What changed in this filing

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Item 9A. Controls and Procedures

2025-02-21 compared with 2024-02-23 · 52 added, 61 removed, 218 unchanged (34% of the section changed)

30 unchanged sentences

1 - Election of Directors,” “Corporate Governance,” “Named Executive Officers” and “Report of the Audit Committee” in the Proxy Statement.

Code of Ethics

Our Standard of Ethics and Code of Corporate Conduct, which is applicable to our principal executive, financial and accounting officers, is available on our website, www.rayonier.com .

Any amendments to or waivers of the Standard of Ethics and Code of Corporate Conduct will also be disclosed on our website.

Policy Statement on Insider Trading

We have adopted an insider trading compliance policy that governs the purchase, sale, and/or other transactions of our securities by directors, officers and employees, and have implemented processes that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable NYSE listing standards.

A copy of our insider trading policy is included as an exhibit to this report.

EXECUTIVE COMPENSATION

6 unchanged sentences

1 - Election of Directors,” “Director Independence” and “Related Person Transactions” in the Proxy Statement.

PRINCIPAL ACCOUNTING FEES AND SERVICES

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information called for by Item 14 is incorporated herein by reference from the subsection entitled “Information Regarding Independent Registered Public Accounting Firm” in the Proxy Statement.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as a part of this report:

13 unchanged sentences

Year ended December 31, 2024 $ 50,418 — ($ 2,271 ) (a) $ 48,147

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

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

(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.

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

(a) The 2024 decrease in the valuation allowance is due to a reduction in TRS deferred tax assets.

(b) The 2023 and 2022 increase in the valuation allowance is due to an increase 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.

7 unchanged sentences

Description Location

2.1 Contribution, Conveyance and Assumption Agreement dated December 18, 2003 by and among Rayonier Inc., Rayonier Timberlands Operating Company, L.P., Rayonier Timberlands, L.P., Rayonier Timberlands Management, LLC, Rayonier Forest Resources, LLC, Rayland, LLC, Rayonier TRS Holdings Inc., Rayonier Minerals, LLC, Rayonier Forest Properties, LLC, Rayonier Wood Products, LLC, Rayonier Wood Procurement, LLC, Rayonier International Wood Products, LLC, Rayonier Forest Operations, LLC, Rayonier Properties, LLC and Rayonier Performance Fibers, LLC

Incorporated by reference to Exhibit 10.1 to the Registrant’s January 15, 2004 Form 8-K

2.2 Contribution, Conveyance and Assumption Agreement, dated July 29, 2010, between Rayonier Inc.

and Rayonier Operating Company LLC

Incorporated by reference to Exhibit 10.7 to the Registrant’s June 30, 2010 Form 10-Q

2.1 Separation and Distribution Agreement, dated May 28, 2014, by and between Rayonier Inc.

4 unchanged sentences

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

3.3 Amended and Restated Limited Liability Company Agreement of Rayonier Operating Company LLC, dated as of November 8, 2024

Filed herewith

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

effective January 1, 2014*

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.

effective as of December 31, 2016*

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

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

executed January 20, 2023*

Filed herewith

10.4 Rayonier Inc.

Excess Benefit Plan, as amended*

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

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

Incorporated by reference to Exhibit 10.24 to the Registrant’s December 31, 2006 Form 10-K

10.2 Form of Rayonier Inc.

Non-Employee Director Compensation Election to Receive Shares in Lieu of Cash*

Filed herewith

10.3 Trust Agreement for the Rayonier Inc.

2 unchanged sentences

10.4 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

Incorporated by reference to Exhibit 10.8 to the Registrant’s December 31, 2023 Form 10-K

Description Location

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

4 unchanged sentences

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

10.7 Rayonier Incentive Stock Plan, as amended*

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*

10.8 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

1 unchanged sentence

Incorporated by reference to Exhibit 10.19 to the Registrant’s December 31, 2008 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*

Incorporated by reference to Exhibit 10.3 to the Registrant’s March 31, 2020 Form 10-Q

10.10 2023 Rayonier Incentive Stock Plan Restricted Stock Unit Award Agreement*

Incorporated by reference to Exhibit 10.15 to the Registrant’s December 31, 2023 Form 10-K

10.11 2021 Performance Share Award Program*

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

Description Location

10.12 2022 Performance Share Award Program*

3 unchanged sentences

10.14 2024 Performance Share Award Program*

Incorporated by reference to Exhibit 10.20 to the Registrant’s December 31, 2023 Form 10-K

10.15 2025 Performance Share Award Program*

Filed herewith

3 unchanged sentences

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

Filed herewith

Incorporated by reference to Exhibit 10.22 to the Registrant’s December 31, 2023 Form 10-K

10.18 Trust Agreement for the Rayonier Inc.

4 unchanged sentences

Incorporated by reference to Exhibit 10.2 to the Registrant’s September 30, 2014 Form 10-Q

10.25 LTI Supplemental Terms Vesting in Event of Retirement*

Incorporated by reference to Exhibit 10.30 to the Registrant’s December 31, 2019 Form 10-K

10.20 LTI Supplemental Terms Vesting in Event of Retirement (Updated 2025)*

Filed herewith

10.21 Rayonier Incentive Stock Plan Restricted Stock Unit Award Agreement, dated 2019*

Incorporated by reference to Exhibit 10.31 to the Registrant’s December 31, 2019 Form 10-K

Description Location

10.22 Rayonier Non-Equity Incentive Plan, as amended, Effective as of January 1, 2020*

8 unchanged sentences

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

Filed herewith

Incorporated by reference to Exhibit 10.31 to the Registrant’s December 31, 2023 Form 10-K

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

Filed herewith

Incorporated by reference to Exhibit 10.32 to the Registrant’s December 31, 2023 Form 10-K

10.28 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

10.29 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

10.30 Amendment Number One Rayonier Investment and Savings Plan for Salaried Employees effective as of July 1, 2024, executed June 13, 2024*

Incorporated by reference to Exhibit 10.1 to the Registrant’s September 30, 2024 Form 10-Q

10.31 Amendment Number Two Rayonier Investment and Savings Plan for Salaried Employees effective as of January 15, 2025, executed January 14, 2025*

Filed herewith

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

7 unchanged sentences

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

Description Location

10.35 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

9 unchanged sentences

Incorporated by reference to Exhibit 10.1 to the Registrant’s December 14, 2022 Form 8-K

19.1 Rayonier Corporate Policy Manual, Trading in Rayonier Securities, effective July 1, 2012, revised July 14, 2023

Filed herewith

19.2 Rayonier Inc.

Supplemental Insider Trading Policy, effective as of July 14, 2023

Filed herewith

21.1 List of subsidiaries of Rayonier Inc.

4 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.

15 unchanged sentences

Filed herewith

Description Location

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

7 unchanged sentences

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

Filed herewith

Incorporated by reference to Exhibit 97.1 to the Registrant’s December 31, 2023 Form 10-K

97.2 Rayonier Clawback Policy in the Event of Detrimental Conduct*

Filed herewith

Incorporated by reference to Exhibit 97.2 to the Registrant’s December 31, 2023 Form 10-K

101 The following financial information from Rayonier Inc.

and Rayonier, L.P.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, formatted in Inline Extensible Business Reporting Language (“iXBRL”), includes:

(i) the Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021 of Rayonier Inc.;

(i) the Consolidated Statements of Income and Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023 and 2022 of Rayonier Inc.;

(ii) the Consolidated Balance Sheets as of December 31, 2024 and 2023 of Rayonier Inc.;

1 unchanged sentence

(iv) the Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 of Rayonier Inc.;

(v) the Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021 of Rayonier, L.P.;

(v) the Consolidated Statements of Income and Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023 and 2022 of Rayonier, L.P.;

(vi) the Consolidated Balance Sheets as of December 31, 2024 and 2023 of Rayonier, L.P.;

8 unchanged sentences

** Certain schedules and similar attachments have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K.

The Company will furnish supplemental copies of any such schedules or attachments to the U.S.

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

The Company will furnish supplemental copies of any such schedules or attachments 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.

RAYONIER INC.

/ s / MARK MCHUGH

President and Chief Financial Officer

(Duly Authorized Officer, Principal Financial Officer)

/s/ APRIL TICE

Senior Vice President and Chief Financial Officer

(Duly Authorized Officer, Principal Financial and Accounting Officer)

RAYONIER, L.P.

/ s / MARK MCHUGH

President and Chief Financial Officer

(Duly Authorized Officer, Principal Financial Officer)

/s/ APRIL TICE

Senior Vice President and Chief Financial Officer

(Duly Authorized Officer, Principal Financial and Accounting Officer)

February 21, 2025

2 unchanged sentences

Signature Title Date

NUNES Chief Executive Officer February 23, 2024

/s/ MARK MCHUGH President and Chief Executive Officer February 21, 2025

(Principal Executive Officer)

/s/ MARK MCHUGH President and Chief Financial Officer February 23, 2024

(Principal Financial Officer)

/s/ APRIL TICE Vice President and Chief Accounting Officer February 23, 2024

(Principal Accounting Officer)

/s/ APRIL TICE Senior Vice President and Chief Financial Officer February 21, 2025

(Principal Financial and Accounting Officer)

* Chairman of the Board

3 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