INCENTIVE STOCK PLANS

6 Months Ended

Jun. 30, 2026

Share-Based Payment Arrangement [Abstract]

A summary of our stock-based incentive compensation cost for the three and six months ended June 30, 2026 and 2025 is presented below:


	Three Months Ended June 30,		Six Months Ended June 30,
	2026	2025	2026	2025



Other operating expense, net (a)	$1,440	—	$12,949	$205
Selling and general expenses	3,544	3,267	6,235	5,012
Cost of sales	728	296	1,852	563
Timber and Timberlands, net (b)	141	65	230	129
Total stock-based incentive compensation	$5,853	$3,628	$21,266	$5,909

Tax benefit recognized related to stock-based incentive compensation expense	$315	$137	$972	$255

(a)For the three and six months ended June 30, 2026, represents accelerated stock-based incentive compensation cost due to our merger with PotlatchDeltic.

(b)Represents amounts capitalized as part of the overhead allocation of timber-related costs.

REPLACEMENT AWARDS FROM THE MERGER WITH POTLATCHDELTIC

In connection with the merger with PotlatchDeltic, Rayonier issued replacement awards in exchange for outstanding PotlatchDeltic equity awards based on the exchange ratio specified in the merger agreement. The replacement awards consisted of:

• 1,509,498 unvested restricted stock units issued to employees and directors;

• 234,882 vested deferred restricted stock units issued to employees and directors; and

• 280,588 vested deferred compensation stock equivalent units issued to directors.

PotlatchDeltic performance share awards were converted into time‑based replacement restricted stock units at the greater of (i) target performance or (ii) actual performance as of January 30, 2026. The original PotlatchDeltic performance awards were canceled upon exchange, and no performance conditions carried over to the replacement awards.

In accordance with ASC 805, the portion of replacement award fair value attributable to pre-merger services was included in consideration transferred, with the remainder recognized as post‑merger compensation expense over the applicable remaining service periods. The total fair value of the replacement awards was approximately $46.1 million, allocated as follows:

• $25.0 million attributable to pre-merger services (included in consideration transferred); and

• $21.1 million attributable to post-merger services (recognized prospectively as compensation expense over the remaining service period).

See Note 2 — Merger with PotlatchDeltic Corporation for additional information.

REPLACEMENT RESTRICTED STOCK UNITS

The replacement restricted stock units consist of (i) 1,509,498 unvested awards subject to remaining service-based vesting and (ii) 234,882 vested awards that have been deferred and will settle upon a participant’s separation from service or other defined settlement event.

The following acceleration events occurred in connection with the merger, with the related expense recorded within integration and merger-related costs (see Note 21 — Integration and Merger-Related Costs):

• Director awards: 52,024 replacement restricted stock units held by non-employee directors vested in full at closing on January 30, 2026 pursuant to the change-in-control provisions of the underlying award agreements, resulting in $0.3 million of expense in the first quarter of 2026. No unrecognized compensation cost remains related to the director awards.

• Employee awards: During the three and six months ended June 30, 2026, 79,427 and 635,024 replacement restricted stock units held by employees vested in full — either upon qualifying terminations of employment or pursuant to change-in-control provisions in PotlatchDeltic equity plans — resulting in $0.2 million and $9.3 million of expense, respectively. Replacement restricted stock units are credited with dividend equivalents in the form of additional restricted stock units, which vest and are settled in the same manner as the underlying awards; the vested unit figures above exclude 1,391 of these additional units that vested during the period. In addition, during the three and six months ended June 30, 2026, the Company recognized $0.7 million and $1.2 million of expense for replacement restricted stock units held by employees whose qualifying terminations are scheduled to occur in subsequent periods. This expense is recognized over the revised requisite service periods through the scheduled termination dates.

As of June 30, 2026, total unrecognized compensation cost related to the unvested replacement restricted stock units was approximately $7.1 million, expected to be recognized over a weighted-average remaining service period of approximately 21 months, subject to acceleration upon qualifying terminations.

A summary of the replacement restricted stock units granted on January 30, 2026 as a result of the merger is as follows:


	Three Months Ended	Six Months Ended
	June 30, 2026	June 30, 2026
Replacement restricted stock units granted	—	1,744,380
Weighted average price of replacement restricted stock units granted	—	$22.74
Replacement restricted stock units vested as a result of acceleration (a)	79,427	687,048


Grant date fair value of replacement restricted stock units vested	$22.74	$22.74
Intrinsic value of replacement restricted stock units outstanding (b)	$20,609	$20,609

(a)Excludes 1,391 additional restricted stock units credited as dividend equivalents on the replacement awards that vested during the three and six months ended June 30, 2026.

(b)Intrinsic value is based on the closing market price of the Company’s common shares at June 30, 2026.

REPLACEMENT DEFERRED COMPENSATION STOCK EQUIVALENT UNITS

The replacement deferred compensation stock equivalent units represent vested awards originally issued under PotlatchDeltic’s deferred compensation plans, under which participants elected to defer cash or equity compensation into notional share-based accounts. The units settle in shares (or cash equivalent) upon a participant’s separation from service or other defined settlement event.

Because these awards were fully vested at the merger date, their entire fair value was attributed to pre-merger services and included in consideration transferred. Accordingly, no unrecognized compensation cost remains, and no compensation expense was recognized during the three and six months ended June 30, 2026.

A summary of the replacement deferred compensation stock equivalent units granted on January 30, 2026 as a result of the merger is as follows:


	Three Months Ended	Six Months Ended
	June 30, 2026	June 30, 2026
Replacement deferred compensation stock equivalent units granted	—	280,588
Weighted average price of deferred compensation stock equivalent units granted	—	$22.74


Intrinsic value of replacement deferred compensation stock equivalent units outstanding (a)	$1,915	$1,915

(a)Intrinsic value is based on the closing market price of the Company’s common shares at June 30, 2026.

MODIFICATION AND ACCELERATION OF LEGACY RAYONIER AWARDS

PERFORMANCE SHARE UNITS

In connection with the merger, all Rayonier performance share units outstanding as of the merger were deemed achieved at the greater of (i) target performance or (ii) actual performance as of January 30, 2026, and converted into 487,361 time-based restricted stock unit awards. The modification was accounted for in accordance with ASC 718. Because the fair value of the awards immediately before and after the modification was substantially the same, no incremental compensation cost resulted.

RESTRICTED STOCK UNITS

During the three and six months ended June 30, 2026, the Company recognized $0.5 million and $2.1 million, respectively, of accelerated expense related to Legacy Rayonier restricted stock units held by employees whose employment terminated, or is contractually scheduled to terminate, in connection with the merger. Of these awards, 24,435 and 156,224 restricted stock units vested during the respective periods. This expense is recognized within integration and merger-related costs.