Item 5. Market for Registrant’s Common Equity
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, 2025, 2024 and 2023 aggregated to $1.09, $1.14 and $1.14, respectively.
The year ended December 31, 2025 excludes an additional dividend of $1.40 per common share, paid December 12, 2025, to shareholders of record on October 24, 2025. The year ended December 31, 2024 excludes an additional dividend of $1.80 per common share, paid January 30, 2025, to shareholders of record on December 12, 2024. Both the 2025 and 2024 special dividends consisted of a combination of cash and the Company’s common shares, with the cash component (excluding cash for fractional shares) not exceeding 25% of the aggregate value.
The year ended December 31, 2023 excludes an additional cash dividend of $0.20 per common share, paid January 12, 2024, to shareholders of record on December 29, 2023. While the Company intends to continue declaring ordinary cash dividends, there can be no assurances as to the timing or amounts of future payments. See the subsequent events section of Note 1 — Summary of Significant Accounting Polici es for additional information regarding our quarterly dividend rate.
HOLDERS
Including institutional holders, there were approximately 5,950 shareholders of record of our common shares on February 13, 2026.
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, pursuant to the agreement of the Operating Partnership. During the quarter ended December 31, 2025, the Company issued 137,765 common shares in exchange for an equal number of units.
ISSUER REPURCHASES OF EQUITY SECURITIES
In December 2024, the Board of Directors authorized a $300 million share repurchase program (the “repurchase program”). Repurchases may occur 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. During the fourth quarter of 2025, the Company repurchased 109,964 shares under this program. As of December 31, 2025, $229.5 million remained available for future repurchases, representing approximately 10,598,280 shares based on the period-end closing stock price of $21.65.
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The following table provides information regarding our purchases of Rayonier common shares during the quarter ended December 31, 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)
October 1 to October 31 119,565 $25.98 109,964 10,396,591
November 1 to November 30 — — — 10,331,056
December 1 to December 31 — — — 10,598,280
Total 119,565 109,964
(a) Includes 9,601 shares repurchased to satisfy tax withholding obligations arising from the vesting of shares under the Rayonier Incentive Stock Plan. The repurchase price per share was based on the Company’s common share closing price on the respective vesting dates.
(b) Consists of purchases made in open-market transactions under the $300 million repurchase program announced on December 2, 2024.
(c) The maximum number of shares authorized to be purchased under the repurchase program at the end of October, November, and December is based on the month-end closing stock prices of $22.07, $22.21 and $21.65, 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 12 holders of record of our Operating Partnership units (other than the Company) on February 13, 2026.
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.
The year ended December 31, 2025 excludes an additional distribution of $1.40 per Redeemable Operating Partnership Unit, paid December 12, 2025, to holders of record on October 24, 2025. This distribution consisted of $0.35 per unit in cash and $1.05 per unit in Redeemable Operating Partnership Units.
The year ended December 31, 2024 excludes an additional distribution of $1.80 per Redeemable Operating Partnership Unit, paid January 30, 2025, to holders of record on December 12, 2024. This distribution consisted of $0.45 per unit in cash and $1.35 per unit in Redeemable Operating Partnership Units.
The year ended December 31, 2023 excludes an additional cash distribution of $0.20 per Redeemable Operating Partnership Unit, 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, 2025.
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, 2025, 137,765 units in the Operating Partnership were redeemed by limited partners in exchange for an equal number of shares of Rayonier Common Stock.
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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:
2020 2021 2022 2023 2024 2025
Rayonier Inc. $100 $142 $119 $126 $109 $100
S&P 500 ® Index
100 129 105 133 166 196
S&P ® Global Timber and Forestry Index
100 115 90 100 94 88
FTSE NAREIT All Equity REIT Index 100 137 100 106 107 105
Item 6. [RESERVED]
Not applicable.
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