Item 2. Unregistered Sales of Equity Securities
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, pursuant to the agreement of the Operating Partnership. During the quarter ended March 31, 2026, the Company issued 637 common shares in exchange for an equal number of units in the Operating Partnership.
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 repurchase program has no time limit and may be suspended for periods or discontinued at any time. During the first quarter of 2026, the Company repurchased 1,480,753 shares under this program. As of March 31, 2026, $198.4 million remained available for future repurchases, representing approximately 9,620,972 shares based on the period-end closing stock price of $20.62.
The following table provides information regarding our purchases of Rayonier common shares during the quarter ended March 31, 2026:
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)
January 1 to January 31 — — — 10,090,271
February 1 to February 28 309,805 $22.47 270,000 10,394,809
March 1 to March 31 1,216,512 $20.64 1,210,753 9,620,972
Total 1,526,317 1,480,753
(a) Includes 45,564 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) Consists of purchases made in open-market transactions under the $300 million share 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 January, February and March is based on the month-end closing stock prices of $22.74, $21.49, and $20.62, 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 March 31, 2026.
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 March 31, 2026, 637 units in the Operating Partnership were redeemed by limited partners in exchange for an equal number of shares of Rayonier Common Stock.
83
Table of Contents