RAYONIER INC·4

Feb 3, 4:31 PM ET

Bridwell Mark R 4

4 · RAYONIER INC · Filed Feb 3, 2026

Research Summary

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Rayonier (RYN) EVP Mark Bridwell Receives 27,411-Share Award

What Happened Mark R. Bridwell, EVP, General Counsel and Secretary of Rayonier Inc. (RYN), received an award of 27,411 shares on January 30, 2026. The filing lists the acquisition price as $0.00 because these shares represent performance share units (PSUs) that were deemed achieved in connection with a merger; they remain subject to time-based vesting on their original vesting dates.

Key Details

  • Transaction date: 2026-01-30; Transaction type: Award/Grant (code A); Price reported: $0.00.
  • Grant size and vesting schedule (per filing): 27,411 total PSUs, vesting as 8,296 on 4/1/2026, 8,854 on 4/1/2027, and 10,261 on 4/1/2028.
  • Footnote: Following the October 13, 2025 Agreement and Plan of Merger with Potlatchdeltic, each PSU was deemed achieved based on the greater of target and actual performance; after that change of control, awards remained subject only to time-based vesting.
  • No immediate sale or cashless exercise reported; filing does not show a market-value cash transaction and does not indicate a late filing.

Context These shares originated as performance-based equity that, because of the merger, were treated as achieved (performance condition satisfied) and converted into time-vested awards. That means Bridwell did not buy stock on the open market — the award’s future value depends on Rayonier’s share price and the PSUs’ vesting dates. Such merger-driven conversions are common in change-of-control situations and are not a direct bullish purchase signal by the insider.

Insider Transaction Report

Form 4
Period: 2026-01-30
Bridwell Mark R
EVP, GC and Secretary
Transactions
  • Award

    Common Shares

    [F1][F2]
    2026-01-30+27,411143,473 total
Holdings
  • Common Shares

    (indirect: By Trust)
    3,388.22
Footnotes (2)
  • [F1]In connection with the terms of the Agreement and Plan of Merger, dated October 13, 2025, by and among Rayonier Inc. ("Registrant"), Potlatchdeltic Corporation ("Potlatch"), and Redwood Merger Sub, LLC, a direct, wholly owned subsidiary of Registrant ("Merger Sub"), Potlatch merged with and into Merger Sub, with Merger Sub surviving as a direct, wholly owned subsidiary of the Registrant (the "Effective Time" and such transaction, the "Merger"). As a result of the Merger, at the Effective Time, a change of control was deemed to occur for each outstanding performance share unit ("PSU") award issued by the Registrant, resulting in each PSU award being deemed achieved based on the greater of target and actual performance. As a result, at the Effective Time, each PSU award was only subject to a time-based vesting condition based on the original vesting date of the PSU prior to the Effective Time.
  • [F2]The Reporting Person held 8,296 PSUs, 8,854 PSUs and 10,261 PSUs that will vest on April 1, 2026, April 1, 2027 and April 1, 2028, respectively.
Signature
/s/ Sarah E. Miles / Attorney-In-Fact|2026-02-03

Documents

1 file
  • 4
    wk-form4_1770154315.xmlPrimary

    FORM 4