RAYONIER INC 10-Q

Item 5. OTHER INFORMATION 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 September 30, 2025, as such terms are defined under item 408(a) of Regulation S-K. Retention Award On November 4, 2025, the Board of Directors of Rayonier and the Compensation and Management Development Committee of the Board of Directors of Rayonier jointly approved a special cash retention award payable to April Tice, Senior Vice President and Chief Financial Officer of Rayonier, in the amount of $850,000 (the “Retention Award”) pursuant to a retention agreement with the Company (the “Retention Agreement”) in order to incentivize Ms. Tice to remain employed with the Company following the completion of the Proposed Merger Transactions described elsewhere in this report. Under the Retention Agreement, the Retention Award will vest on the second anniversary of the closing of the Proposed Merger Transactions (the “Retention Date”). In the event Ms. Tice is terminated from the Company without “cause” (as defined in Rayonier’s Executive Severance Pay Plan in which Ms. Tice participates), Ms. Tice will be entitled to full payment of the Retention Award, subject to certain conditions provided for in the Retention Agreement. In the event Ms. Tice’s employment is terminated prior to the Retention Date for any other reason except as provided for above, or if the Merger Agreement is terminated without the occurrence of the Proposed Merger Transactions, Ms. Tice will forfeit the right to receive the Retention Award. The Retention Agreement does not modify any existing employment, severance or other agreement between the Company and Ms. Tice. 76 Table of Contents Item 6. EXHIBITS 2.1 Agreement and Plan of Merger, dated October 13, 2025, by and among Rayonier Inc., PotlatchDeltic Corporation and Redwood Merger Sub, LLC.† Incorporated by reference to Exhibit 2.1 to the Registrant’s October 14, 2025 Form 8-K 10.1 Amended and Restated Credit Agreement dated August 15, 2025 among Rayonier Inc., Rayonier TRS Holdings Inc., Rayonier Operating Company LLC, and Rayonier, L.P., as Borrowers, COBANK, ACB, as Administrative Agent, Swing Line Lender and an Issuing Bank, JPMORGAN CHASE BANK, N.A. and TRUIST BANK, as Co-Documentation Agents, and COBANK, ACB and AGFIRST FARM CREDIT BANK, as Joint Lead Arrangers and Joint Bookrunners Incorporated by reference to Exhibit 10.1 to the Registrant’s August 20, 2025 Form 8-K 10.2 Amended and Restated Guarantee Agreement dated August 15, 2025 among Rayonier Inc., Rayonier TRS Holdings Inc., Rayonier Operating Company LLC, and Rayonier, L.P., as Guarantors, and COBANK, ACB, as Administrative Agent for the Guaranteed Parties Filed herewith 10.3 Employment Agreement, dated October 13, 2025, by and between Rayonier Inc. and Mark D. McHugh* Incorporated by reference to Exhibit 10.1 to the Registrant’s October 14, 2025 Form 8-K 10.4 Employment Agreement, dated October 13, 2025, by and between Rayonier Inc. and Eric J. Cremers* Incorporated by reference to Exhibit 10.2 to the Registrant’s October 14, 2025 Form 8-K 10.5 Retention Award, dated November 5, 2025, by and between Rayonier Inc. and April Tice* Filed herewith 22.1 List of Guarantor Subsidiaries Incorporated by reference to Exhibit 22.1 to the Registrant’s June 30, 2022 Form 10-Q 31.1 Rayonier Inc. - 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 31.2 Rayonier Inc. - 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 Filed herewith 31.3 Rayonier, L.P. - 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 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 Filed herewith 32.1 Rayonier Inc. - Certification of Periodic Financial Reports Under Section 906 of the Sarbanes-Oxley Act of 2002 Furnished herewith 32.2 Rayonier, L.P. - Certification of Periodic Financial Reports Under Section 906 of the Sarbanes-Oxley Act of 2002 Furnished herewith 77 Table of Contents 101 The following financial information from Rayonier Inc. and Rayonier, L.P.’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, formatted in Inline Extensible Business Reporting Language (“iXBRL”), includes: (i) the Consolidated Statements of Income and Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2025 and 2024 of Rayonier Inc.; (ii) the Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 of Rayonier Inc.; (iii) the Consolidated Statements of Changes in Shareholders’ Equity for the Nine Months Ended September 30, 2025 and 2024 of Rayonier Inc.; (iv) the Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 of Rayonier Inc.; (v) the Consolidated Statements of Income and Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2025 and 2024 of Rayonier, L.P.; (vi) the Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 of Rayonier, L.P.; (vii) the Consolidated Statements of Changes in Capital for the Nine Months Ended September 30, 2025 and 2024 of Rayonier, L.P.; (viii) the Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 of Rayonier, L.P.; and (ix) the Notes to Consolidated Financial Statements of Rayonier Inc. and Rayonier, L.P. Filed herewith 104 The cover page from the Company’s Quarterly Report on Form 10-Q from the quarter ended September 30, 2025, formatted in Inline XBRL (included as Exhibit 101). Filed herewith † Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Rayonier hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the Securities and Exchange Commission. * Management contract or compensatory plan. 78 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. RAYONIER INC. By: /s/ APRIL TICE April Tice Senior Vice President and Chief Financial Officer (Duly Authorized Officer, Principal Financial and Accounting Officer) Date: November 7, 2025 RAYONIER, L.P. By: RAYONIER INC., its sole general partner By: /s/ APRIL TICE April Tice Senior Vice President and Chief Financial Officer (Duly Authorized Officer, Principal Financial and Accounting Officer) Date: November 7, 2025 79