Item 5. Other Information
Item 5. OTHER INFORMATION
Insider Trading Arrangements and Policies
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.
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Item 6. EXHIBITS
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
10.7 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. 001-32729)
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. 001-32729)
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
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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. 001-32729)
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. 001-32729)
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. 001-32729)
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. 001-32729)
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. 001-32729)
22.1 List of Guarantor Subsidiaries
Incorporated by reference to Exhibit 22.1 to the Registrant’s December 31, 2025 Form 10-K
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
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101 The following financial information from Rayonier Inc. 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. and Rayonier, L.P.
Filed herewith
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
* Management contract or compensatory plan.
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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 Accounting Officer
(Duly Authorized Officer, Principal Accounting Officer)
Date: May 8, 2026
RAYONIER, L.P.
By: RAYONIER INC., its sole general partner
By: /s/ APRIL TICE
April Tice
Senior Vice President and Chief Accounting Officer
(Duly Authorized Officer, Principal Accounting Officer)
Date: May 8, 2026
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