RAYONIER INC 10-K

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Rayonier Inc. MARKET FOR REGISTRANT’S COMMON EQUITY Rayonier Inc.’s common shares are publicly traded on the NYSE, the only exchange on which our shares are listed, under the trading symbol RYN . Shares of the Company have no par value. DIVIDENDS Common share ordinary cash dividends during the years ended December 31, 2024, 2023 and 2022 aggregated to $1.14, $1.14 and $1.125, respectively. The year ended December 31, 2024 excludes an additional dividend of $1.80 per common share, consisting of a combination of cash and the Company’s common shares, which was paid January 30, 2025 to shareholders of record on December 12, 2024. The cash component of the special dividend (other than cash paid in lieu of fractional shares) did not exceed 25% in the aggregate, with the balance paid in the Company’s common shares. The year ended December 31, 2023 excludes an additional cash dividend of $0.20 per common share, which was paid January 12, 2024 to shareholders of record on December 29, 2023. The company intends to continue to declare ordinary cash dividends on its common shares; however, there can be no assurances as to the timing and amounts of future dividends. See the subsequent events section of Note 1 — Summary of Significant Accounting Policies for additional information regarding our quarterly dividend rate. HOLDERS Including institutional holders, there were approximately 4,173 shareholders of record of our common shares on February 14, 2025. 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 December 31, 2024, the Company issued 23,203 common shares in exchange for an equal number of units in the Operating Partnership pursuant to the Operating Partnership agreement. ISSUER REPURCHASES OF EQUITY SECURITIES In December 2024, the Board of Directors approved the repurchase of up to $300 million of Rayonier’s common shares (the “new repurchase program”) to be made at management’s discretion. The new authorization replaced and superseded the Company’s prior $100 million share repurchase program. Repurchases may be made at management’s discretion from time to time on the open market or through privately negotiated transactions. The new repurchase program has no time limit and may be suspended for periods or discontinued at any time. There were no shares repurchased under the new repurchase program in the fourth quarter of 2024. As of December 31, 2024, there was $300.0 million, or approximately 11,494,253 shares based on the period-end closing stock price of $26.10, remaining under this program. 31 Table of Contents The following table provides information regarding our purchases of Rayonier common shares during the quarter ended December 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) October 1 to October 31 282 $31.64 — 2,809,108 November 1 to November 30 488,094 30.10 488,017 2,291,835 December 1 to December 31 — — — 11,494,253 Total 488,376 488,017 (a) Includes 359 shares repurchased to satisfy tax withholding requirements related to the vesting of shares under the Rayonier Incentive Stock Plan in October and November. 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 prior $100 million share repurchase program announced on February 10, 2016. (c) Maximum number of shares authorized to be purchased at the end of October, November and December are based on month-end closing stock prices of $31.23, $31.87 and $26.10, respectively. Rayonier, L.P. MARKET FOR UNITS OF THE OPERATING PARTNERSHIP There is no public trading market for Operating Partnership units. HOLDERS Including institutional holders, there were approximately 13 holders of record of our Operating Partnership units (other than the Company) on February 14, 2025. DISTRIBUTIONS The ordinary distribution rate on the Operating Partnership’s units is equal to the ordinary cash dividend rate on Rayonier Inc.’s common shares for dividends. The year ended December 31, 2024 excluded an additional distribution of $1.80 per Redeemable Operating Partnership Unit, consisting of $0.45 per unit in cash and $1.35 per unit in Redeemable Operating Partnership Units, which was paid January 30, 2025 to holders of record on December 12, 2024. The year ended December 31, 2023 excluded an additional cash distribution of $0.20 per Redeemable Operating Partnership Unit, which was paid January 12, 2024 to holders of record on December 29, 2023. See the subsequent events section of Note 1 — Summary of Significant Accounting Policies for additional information regarding our quarterly distribution rate. UNREGISTERED SALES OF EQUITY SECURITIES There were no unregistered sales of equity securities made by the Operating Partnership during the quarter ended December 31, 2024. ISSUER REPURCHASES OF EQUITY SECURITIES Pursuant to the Operating Partnership’s limited partnership agreement, limited partners have the right to redeem their Operating Partnership units for cash, or at our election, shares of Rayonier Common Stock on a one-for-one basis. During the quarter ended December 31, 2024, 23,203 Operating Partnership units held by limited partners were redeemed in exchange for shares of Rayonier Common Stock. 32 Table of Contents STOCK PERFORMANCE GRAPH The following graph compares the performance of Rayonier’s common shares (assuming reinvestment of dividends) with a broad-based market index (Standard & Poor’s (“S&P”) 500), and two industry-specific indices – the S&P Global Timber and Forestry Index and the FTSE NAREIT All Equity REIT Index. The table and related information below shall not be deemed to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that the Company specifically incorporates it by reference into such filing. The data in the following table was used to create the above graph as of December 31: 2019 2020 2021 2022 2023 2024 Rayonier Inc. $100 $94 $133 $112 $118 $102 S&P 500 ® Index 100 118 152 125 158 197 S&P ® Global Timber and Forestry Index 100 118 136 107 118 111 FTSE NAREIT All Equity REIT Index 100 91 127 91 98 98 Item 6. [RESERVED] Not applicable. 33 Table of Contents