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 June 30, 2025, the Company issued 9,519 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 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 The new authorization replaced and superseded the Company’s prior $100 million share repurchase program.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 1,472,928 shares repurchased under this program in the second quarter of 2025. As of June 30, 2025, there was $262.4 million, or approximately 11,832,682 shares based on the period-end closing stock price of $22.18, remaining under this program. The following table provides information regarding our purchases of Rayonier common shares during the quarter ended June 30, 2025: 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) April 1 to April 30 501,719 $25.17 404,041 11,748,862 May 1 to May 31 484,195 23.61 483,967 11,643,486 June 1 to June 30 585,162 23.08 584,920 11,832,682 Total 1,571,076 1,472,928 (a) Includes 98,148 shares repurchased to satisfy tax withholding obligations arising from the vesting of shares under the Rayonier Incentive Stock Plan. The repurchase price for each share was based on the Company’s common share closing price on the respective vesting dates. (b) Purchases made in open-market transactions under the $300 million share repurchase program announced on December 2, 2024. (c) Maximum number of shares authorized to be purchased under the new share repurchase program at the end of April, May and June are based on month-end closing stock prices of $24.46, $23.70, and $22.18, 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 June 30, 2025. 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 June 30, 2025, 9,519 units in the Operating Partnership held by limited partners were redeemed in exchange for shares of Rayonier Common Stock. 70