What changed in this filing

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Item 5. Other Information

2026-05-08 compared with 2025-11-07 · 53 added, 44 removed, 35 unchanged (73% of the section changed)

1 unchanged sentence

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.

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

Except as described below, 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 March 31, 2026, as such terms are defined under item 408(a) of Regulation S-K.

In connection with closing of the merger with PotlatchDeltic, the reference security for the existing Rule 10b5-1 trading arrangements for each of Eric J.

Cremers, Wayne Wasechek, Robert L.

Schwartz and Ryan Daniels, which were assumed by Rayonier and remain in full force and effect, is now the Company’s securities pursuant to the terms of such trading arrangements.

Each trading arrangement authorizes the automatic sale of the number of shares required to generate sufficient proceeds to cover the tax withholding obligation (calculated at the officer’s minimum or maximum withholding rate, as determined by the terms of the respective officer's trading arrangement) in connection with the settlement of equity awards granted to the respective officer under Legacy PotlatchDeltic equity incentive plans assumed by Rayonier.

The proceeds of the sales will be delivered to the Company in satisfaction of the applicable tax withholding obligation and used to pay any fees, commissions and costs of sale.

The number of shares that will be sold to cover the applicable tax withholding obligation is indeterminable and the duration of each arrangement is perpetual until terminated by the applicable officer.

3.1 Amended and Restated Bylaws of Rayonier Inc.

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

10.1 Second Amended and Restated Credit Agreement, dated as of January 30, 2026, among Rayonier Inc., Rayonier TRS Holdings Inc., Rayonier Operating Company LLC, Rayonier, L.P., PotlatchDeltic Forest Holdings, LLC and PotlatchDeltic Land & Lumber, LLC, 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, AgFirst Farm Credit Bank, and AgWest Farm Credit, PCA, as Joint Lead Arrangers and Joint Bookrunners.

Incorporated by reference to Exhibit 10.1 to the Registrant’s February 3, 2026 Form 8-K

10.2 Second Amended and Restated Guarantee Agreement, dated as of January 30, 2026, among Rayonier Inc., Rayonier TRS Holdings Inc., Rayonier Operating Company LLC, Rayonier, L.P., PotlatchDeltic Forest Holdings, LLC and PotlatchDeltic Land & Lumber, LLC, PotlatchDeltic Timber, LLC, PotlatchDeltic REIT Southeastern, LLC, and PotlatchDeltic Manufacturing, LLC, as Guarantors, and CoBank, ACB, as Administrative Agent.

Incorporated by reference to Exhibit 10.2 to the Registrant’s February 3, 2026 Form 8-K

10.3 PotlatchDeltic Corporation Amended and Restated 2019 Long-Term Incentive Plan*

Incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-8, filed on February 2, 2026

10.4 PotlatchDeltic Corporation 2014 Long-Term Incentive Plan*

Incorporated by reference to Exhibit 4.4 to the Registrant's Registration Statement on Form S-8, filed on February 2, 2026

10.5 PotlatchDeltic Corporation Deferred Compensation Plan for Directors II*

Incorporated by reference to Exhibit 4.6 to the Registrant's Registration Statement on Form S-8, filed on February 2, 2026

10.6 Form of PotlatchDeltic Corporation Restricted Stock Unit Award Notice and Agreement (Directors) 2014 Long-Term Incentive Plan*

Filed herewith

10.3 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

10.4 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

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

and April Tice*

10.7 Form of PotlatchDeltic 2019 Long-Term Incentive Plan Performance Share Agreement for performance share awards granted on or after December 2, 2021*

Incorporated by reference to Exhibit 10.26 to PotlatchDeltic Corporation’s December 31, 2021 Form 10-K (SEC File No.

10.8 Form of PotlatchDeltic 2019 Long-Term Incentive Plan Performance Share Award Agreement (Employee) for performance share awards granted on or after August 27, 2024*

Incorporated by reference to Exhibit 10.2 to PotlatchDeltic Corporation’s September 30, 2024 Form 10-Q (SEC File No.

10.9 Form of PotlatchDeltic 2019 Long-Term Incentive Plan Award Director RSU Notice and Agreement*

Filed herewith

10.10 Form of PotlatchDeltic 2019 Long-Term Incentive Plan Award Employee RSU Notice and Agreement*

Filed herewith

10.11 Form of PotlatchDeltic 2019 Long-Term Incentive Plan Performance Share Award Notice (Employee)*

Incorporated by reference to Exhibit 10.2 to PotlatchDeltic Corporation’s September 30, 2025 Form 10-Q (SEC File No.

10.12 PotlatchDeltic Corporation Salaried Supplemental Benefit Plan II, effective December 5, 2008, amended and restated as of January 1, 2024*

Incorporated by reference to Exhibit 10.30 to PotlatchDeltic Corporation’s December 31, 2023 Form 10-K (SEC File No.

10.13 PotlatchDeltic Corporation Severance Program for Executive Employees, amended and restated effective January 1, 2019*

Incorporated by reference to Exhibit 10.5 to PotlatchDeltic Corporation’s February 21, 2019 Form 8-K (SEC File No.

10.14 PotlatchDeltic Corporation Deferred Compensation Plan for Directors II, as amended and restated effective May 8, 2014 and further amended and restated effective September 8, 2016*

Incorporated by reference to Exhibit 10(e) to PotlatchDeltic Corporation’s December 31, 2016 Form 10-K (SEC File No.

10.15 First Amendment to the PotlatchDeltic Corporation Deferred Compensation Plan for Directors II*

Incorporated by reference to Exhibit 10.1 to PotlatchDeltic Corporation’s December 7, 2017 Form 8-K (SEC File No.

22.1 List of Guarantor Subsidiaries

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

Incorporated by reference to Exhibit 22.1 to the Registrant’s December 31, 2025 Form 10-K

31.1 Rayonier Inc.

17 unchanged sentences

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 Rayonier, L.P.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, formatted in Inline Extensible Business Reporting Language (“iXBRL”), includes:

(i) the Consolidated Statements of Income and Comprehensive Income (Loss) for the Three Months Ended March 31, 2026 and 2025 of Rayonier Inc.;

(ii) the Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 of Rayonier Inc.;

(iii) the Consolidated Statements of Changes in Shareholders’ Equity for the Quarters Ended March 31, 2026 and 2025 of Rayonier Inc.;

(iv) the Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 of Rayonier Inc.;

(v) the Consolidated Statements of Income and Comprehensive Income (Loss) for the Three Months Ended March 31, 2026 and 2025 of Rayonier, L.P.;

(vi) the Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 of Rayonier, L.P.;

(vii) the Consolidated Statements of Changes in Capital for the Quarters Ended March 31, 2026 and 2025 of Rayonier, L.P.;

(viii) the Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 of Rayonier, L.P.;

and (ix) the Notes to Consolidated Financial Statements of Rayonier Inc.

1 unchanged sentence

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).

104 The cover page from the Company’s Quarterly Report on Form 10-Q from the quarter ended March 31, 2026, 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.

2 unchanged sentences

/s/ APRIL TICE

Senior Vice President and Chief Financial Officer

(Duly Authorized Officer, Principal Financial and Accounting Officer)

November 7, 2025

Senior Vice President and Chief Accounting Officer

(Duly Authorized Officer, Principal Accounting Officer)

RAYONIER, L.P.

1 unchanged sentence

/s/ APRIL TICE

Senior Vice President and Chief Financial Officer

(Duly Authorized Officer, Principal Financial and Accounting Officer)

November 7, 2025

Senior Vice President and Chief Accounting Officer

(Duly Authorized Officer, Principal Accounting Officer)

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-Q

Item 5. Other Information