What changed in this filing

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Item 9A. Controls and Procedures

2026-02-23 compared with 2025-02-21 · 62 added, 50 removed, 220 unchanged (34% of the section changed)

37 unchanged sentences

EXECUTIVE COMPENSATION

The information called for by Item 11 is incorporated herein by reference from the section and subsections entitled “Compensation Discussion and Analysis,” “Summary Compensation Table,” “CEO Pay Ratio,” “Grants of Plan-Based Awards,” “Outstanding Equity Awards at Fiscal Year-End,” “Option Exercises and Stock Vested,” “Pension Benefits,” “Nonqualified Deferred Compensation,” “Potential Payments Upon Termination or Change in Control,” “Pay Versus Performance,” “Director Compensation,” “Compensation Committee Interlocks and Insider Participation;

The information called for by Item 11 is incorporated herein by reference from the section and subsections entitled “Compensation Discussion and Analysis,” “Summary Compensation Table,” “CEO Pay Ratio,” “Grants of Plan-Based Awards,” “Outstanding Equity Awards at Fiscal Year-End,” “Option Exercises and Stock Vested,” “Nonqualified Deferred Compensation,” “Potential Payments Upon Termination or Change in Control,” “Pay Versus Performance,” “Director Compensation,” “Compensation Committee Interlocks and Insider Participation;

Processes and Procedures” and “Report of the Compensation and Management Development Committee” in the Proxy Statement.

23 unchanged sentences

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

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.

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

(a) The increases in the valuation allowance during 2025 and 2023 were due to an increases in TRS deferred tax assets.

(b) The decrease in the valuation allowance during 2024 was due to a reduction 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.

10 unchanged sentences

Incorporated by reference to Exhibit 2.1 to the Registrant’s May 30, 2014 Form 8-K

2.2 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

3.1 Amended and Restated Articles of Incorporation

Incorporated by reference to Exhibit 3.1 to the Registrant’s May 23, 2012 Form

Incorporated by reference to Exhibit 3.1 to the Registrant’s July 26, 2023 Form 8-K

3.2 Amended and Restated Bylaws of Rayonier Inc.

Incorporated by reference to Exhibit 3.2 to the Registrant’s February 2, 2026 Form 8-K

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

Filed herewith

Incorporated by reference to Exhibit 3.3 to the Registrant’s December 31, 2024 Form 10-K

3.4 Amended and Restated Agreement of Limited Partnership of Rayonier, L.P., dated as of May 8, 2020

10 unchanged sentences

4.4 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Incorporated by reference to Exhibit 4.7 to the Registrant's December 31, 2020 Form 10-K

Filed herewith

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

2 unchanged sentences

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

Filed herewith

Incorporated by reference to Exhibit 10.2 to the Registrant’s December 31, 2024 Form 10-K

10.3 Trust Agreement for the Rayonier Inc.

1 unchanged sentence

Incorporated by reference to Exhibit 10.1 to the Registrant’s September 30, 2014 Form 10-Q

Description Location

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

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.

13 unchanged sentences

10.11 2022 Performance Share Award Program*

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

10.12 2022 Performance Share Award Program*

Incorporated by reference to Exhibit 10.1 to the Registrant’s September 30, 2022 Form 10-Q

4 unchanged sentences

10.14 2025 Performance Share Award Program*

Incorporated by reference to Exhibit 10.15 to the Registrant’s December 31, 2024 Form 10-K

10.15 2026 Performance Share Award Program*

Filed herewith

2 unchanged sentences

Incorporated by reference to Exhibit 10.2 to the Registrant’s March 31, 2016 Form 10-Q

10.17 Amended and Restated Rayonier Inc.

Supplemental Savings Plan, effective as of January 1, 2026, executed December 11, 2025*

Filed herewith

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

6 unchanged sentences

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

Description Location

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

Filed herewith

Incorporated by reference to Exhibit 10.20 to the Registrant’s December 31, 2024 Form 10-K

10.22 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

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

2 unchanged sentences

Incorporated by reference to Exhibit 10.35 to the Registrant's December 31, 2020 Form 10-K

10.24 Accordion Increase Agreement, dated as of April 13, 2020, by and among Rayonier Inc., Rayonier TRS Holdings Inc., and Rayonier Operating Company LLC, as borrowers, the several banks, financial institutions and other institutional lenders party thereto and CoBank, ACB as administrative agent, swing line lender and issuing bank

Incorporated by reference to Exhibit 10.6 to the Registrant’s March 31, 2020 Form 10-Q

10.25 Tax Protection Agreement, dated as of May 8, 2020, by and among Rayonier Inc., Rayonier, L.P.

12 unchanged sentences

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

Incorporated by reference to Exhibit 10.31 to the Registrant’s December 31, 2024 Form 10-K

10.32 Amendment Number Three Rayonier Investment and Savings Plan for Salaried Employees effective as of January 1, 2026, executed December 18, 2025*

Filed herewith

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

and Rayonier Operating Company LLC, as Borrowers, CoBank, ACB as Administrative Agent, Swing Line Lender and Issuing Bank, JPMorgan Chase Bank, N.A.

and Farm Credit of Florida, ACA as Co-Syndication Agents, Credit Suisse AG and SunTrust Bank as Co-Documentation Agents and CoBank, ACB as Sole Lead Arranger and Sole Bookrunner

Incorporated by reference to Exhibit 10.3 to the Registrant’s March 31, 2016 Form 10-Q

10.33 Second Amendment to Credit Agreement, dated as of April 1, 2020, by and among Rayonier Inc., Rayonier TRS Holdings Inc.

and Rayonier Operating Company LLC, as borrowers, the several banks, financial institutions and other institutional lenders party thereto and CoBank, ACB as administrative agent, swing line lender and issuing bank

Incorporated by reference to Exhibit 10.4 to the Registrant’s March 31, 2020 Form 10-Q

10.34 Annex A to Second Amendment to Credit Agreement

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

10.33 Employment Agreement, dated October 13, 2025, by and between Rayonier Inc.

Incorporated by reference to Exhibit 10.1 to the Registrant's October 14, 2025 Form 8-K

10.34 Employment Agreement, dated October 13, 2025, by and between Rayonier Inc.

Incorporated by reference to Exhibit 10.2 to the Registrant's October 14, 2025 Form 8-K

10.35 Retention Award, dated November 5, 2025, by and between Rayonier Inc.

and April Tice*

Incorporated by reference to Exhibit 10.5 to the Registrant's September 30, 2025 Form 10-Q

10.36 Retention Award, dated November 5, 2025, by and between Rayonier Inc.

and Christopher Corr*

Filed herewith

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

Incorporated by reference to Exhibit 10.1 to the Registrant’s May 2, 2016 Form 8-K

10.36 Third Amendment and Incremental Term Loan Agreement, dated as of April 16, 2020, by and among Rayonier Inc., Rayonier TRS Holdings Inc., and Rayonier Operating Company LLC, as borrowers, the several banks, financial institutions and other institutional lenders party thereto and CoBank, ACB as administrative agent

10.37 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

10.38 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

Incorporated by reference to Exhibit 10.2 to the Registrant’s September 30, 2025 Form 10-Q

10.39 Purchase and Sale Agreement, dated March 9, 2025, by and among Rayonier, L.P., Rayonier Operating Company LLC, Rayonier TRS Holdings Inc.

and Taurus Forest Holdings Limited ** +

Incorporated by reference to Exhibit 10.2 to the Registrant’s March 31, 2025 Form 10-Q

10.37 Fourth Amendment and Incremental Term Loan Agreement, dated as of June 1, 2021, by and among Rayonier Inc., Rayonier TRS Holdings Inc., Rayonier Operating Company LLC, and Rayonier L.P., as borrowers, the several banks, financial institutions and other lenders party thereto and CoBank, ACB, as administrative agent

Incorporated by reference to Exhibit 10.1 to the Registrant's June 1, 2021 Form 8-K

10.38 2016 Guarantee Agreement dated as of April 28, 2016 among Rayonier Inc., Rayonier TRS Holdings Inc.

and COBANK, ACB, as Administrative Agent

Incorporated by reference to Exhibit 10.2 to the Registrant’s May 2, 2016 Form 8-K

10.39 Fifth Amendment, Incremental Term Loan Agreement and Amendment to Guarantee Agreement, dated as of December 14, 2022, by and among Rayonier Inc., Rayonier TRS Holdings Inc., Rayonier Operating Company LLC, and Rayonier, L.P., as borrowers, the several banks, financial institutions and other institutional lenders party thereto and CoBank, ACB, as administrative agent

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

Incorporated by reference to Exhibit 19.1 to the Registrant’s December 31, 2024 Form 10-K

19.2 Rayonier Inc.

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

Filed herewith

Incorporated by reference to Exhibit 19.2 to the Registrant’s December 31, 2024 Form 10-K

21.1 List of subsidiaries of Rayonier Inc.

3 unchanged sentences

22.1 List of Guarantor Subsidiaries

Incorporated by reference to Exhibit 22.1 to the Registrant’s June 30, 2022 Form 10-Q

Filed herewith

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

8 unchanged sentences

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

Description Location

97.2 Rayonier Clawback Policy in the Event of Detrimental Conduct*

16 unchanged sentences

* Management contract or compensatory plan.

** 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 SEC upon its request.

** 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.

+ Certain information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.

The Company will furnish supplemental copies of any omitted information to the SEC upon 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/ APRIL TICE

Senior Vice President and Chief Financial Officer

(Duly Authorized Officer, Principal Financial and Accounting Officer)

/s/ WAYNE WASECHEK

Wayne Wasechek

Executive Vice President and Chief Financial Officer

(Duly Authorized Officer, Principal Financial Officer)

RAYONIER, L.P.

/s/ APRIL TICE

Senior Vice President and Chief Financial Officer

(Duly Authorized Officer, Principal Financial and Accounting Officer)

/s/ WAYNE WASECHEK

Wayne Wasechek

Executive Vice President and Chief Financial Officer

(Duly Authorized Officer, Principal Financial Officer)

February 23, 2026

4 unchanged sentences

(Principal Executive Officer)

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

(Principal Financial and Accounting Officer)

* Chairman of the Board

Larkin Martin

/s/ WAYNE WASECHEK Executive Vice President and Chief Financial Officer February 23, 2026

Wayne Wasechek

(Principal Financial Officer)

/s/ APRIL TICE Senior Vice President and Chief Accounting Officer February 23, 2026

(Principal Accounting Officer)

* Executive Chairman of the Board

* Lead Independent Director

BRIDWELL February 23, 2026

1 unchanged sentence

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