Form 4: Rayonier SVP Tice Reports PSU Vesting Post-Merger

Rayonier's SVP & Chief Accounting Officer, April J. Tice, reported the vesting of 27,933 performance share units following the merger with Potlatchdeltic Corporation.

Summary

• April J. Tice, SVP & Chief Accounting Officer of Rayonier Inc., reported the acquisition of 27,933 common shares on January 30, 2026, resulting from the vesting of performance share units (PSUs).
• The vesting was triggered by a change of control event following the merger between Rayonier Inc. and Potlatchdeltic Corporation, which occurred pursuant to an agreement dated October 13, 2025.
• As a result of the merger, each outstanding PSU award was deemed achieved based on the greater of target and actual performance, converting them to time-based vesting awards.
• The acquired shares represent PSUs that will vest on April 1, 2026 (3,771 PSUs), April 1, 2027 (10,779 PSUs), and April 1, 2028 (13,383 PSUs).
• Following this transaction, Ms. Tice beneficially owns 83,911.54 direct common shares and 559.59 indirect common shares held in trust.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event. While it's a standard reporting of executive compensation post-merger, the favorable vesting terms for the executive (greater of target/actual performance) are a positive for the individual, but a routine cost for the company associated with the merger.

Positives

• Performance Share Units (PSUs) were deemed achieved at the greater of target and actual performance due to the change of control, which is a favorable outcome for the executive.
• The PSUs are now subject only to time-based vesting, removing performance-related uncertainty for the executive's compensation.

Future Outlook

The filing indicates future vesting dates for the remaining performance share units on April 1, 2026, April 1, 2027, and April 1, 2028, which are now subject only to time-based conditions.

Industry Context

StockSavvy.ai notes that the merger between Rayonier Inc. and Potlatchdeltic Corporation represents a significant consolidation within the timberland REIT sector, impacting executive compensation structures through standard change-of-control provisions.

Comparison to Industry Standards

• Change-of-control clauses that accelerate or modify executive equity awards are standard practice in merger agreements across various industries, including the timberland REIT sector.
• The treatment of PSUs being deemed achieved at the greater of target and actual performance is a common, favorable provision for executives in such scenarios, aligning executive incentives during M&A.

Corporate Governance

Stakeholder Impact

• Shareholders: The vesting of executive compensation awards is a planned expense associated with the merger, which was previously announced. It represents a cost of the transaction.
• Employees (Executive): The reporting person benefits from the favorable vesting terms of their PSUs, providing certainty and realization of compensation.

Next Steps

• Continued time-based vesting of the remaining PSUs on April 1, 2026, April 1, 2027, and April 1, 2028.

Key Dates

Keywords

Rayonier, RYN, Potlatchdeltic, Merger, SEC Form 4, Insider Transaction, Performance Share Units, PSU Vesting, Executive Compensation, Change of Control