What was the price used for the RYN CEO’s tax-withholding share disposition?

The Form 4 reports that 1,929 Common Shares were withheld at $21.10 per share to cover tax obligations. This value is used solely for the tax-withholding calculation associated with the vesting of restricted stock, not as a market trade execution price.

Rayonier (NYSE: RYN) CEO reports tax-withholding of restricted stock shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Rayonier Inc. President and CEO Mark McHugh reported a routine tax-related share disposition tied to equity compensation. On the vesting of restricted stock, 1,929 Common Shares were withheld at $21.10 per share to cover tax obligations, rather than sold in the open market.

After this withholding, McHugh directly holds 405,365 Common Shares and indirectly holds 44.12 Common Shares in trust, indicating his overall ownership position remains substantial.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider McHugh Mark

Role President and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Shares	1,929	$21.10	$41K
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 405,365 shares (Direct); Common Shares — 44.12 shares (Indirect, In Trust)

Footnotes (1)

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Key Figures

Tax-withholding shares: 1,929 Common Shares Tax-withholding price: $21.10 per share Direct holdings after transaction: 405,365 Common Shares +1 more

4 metrics

Tax-withholding shares 1,929 Common Shares Withheld to cover tax obligation on restricted stock vesting

Tax-withholding price $21.10 per share Value used for shares withheld for taxes

Direct holdings after transaction 405,365 Common Shares Shares directly owned by Mark McHugh after withholding

Indirect holdings in trust 44.12 Common Shares Shares held indirectly "In Trust" after transaction

Key Terms

tax withholding obligation, restricted stock, In Trust, Form 4

4 terms

tax withholding obligation financial

"Shares withheld to cover the tax withholding obligation due to the vesting of restricted stock"

restricted stock financial

"due to the vesting of restricted stock"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

In Trust financial

"nature_of_ownership": "In Trust""

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

04/06/2026 - 04:43 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McHugh Mark

(Last)

(First)

(Middle)

1 RAYONIER WAY

(Street)

WILDLIGHT

FLORIDA

32097

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
RAYONIER INC [ RYN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	04/03/2026		F		1,929⁽¹⁾	D	$21.1	405,365	D
Common Shares								44.12	I	In Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shares withheld to cover the tax withholding obligation due to the vesting of restricted stock.

Remarks:

	/s/ Sarah E. Miles / Attorney-In-Fact	04/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did RAYONIER INC (RYN) report for Mark McHugh?

RAYONIER INC reported that President and CEO Mark McHugh had 1,929 Common Shares withheld to cover taxes upon restricted stock vesting. This was a tax-withholding disposition, not an open-market sale, and reflects routine handling of equity compensation obligations.

Was the RYN CEO’s Form 4 transaction an open-market sale of shares?

No, the Form 4 shows shares withheld to satisfy tax obligations from restricted stock vesting, not an open-market sale. The 1,929 Common Shares were delivered to cover taxes, a common non-discretionary mechanism in equity compensation programs.

How many RAYONIER INC (RYN) shares does Mark McHugh hold after this transaction?

Following the tax-withholding disposition, Mark McHugh directly holds 405,365 Common Shares. He also indirectly holds 44.12 Common Shares in trust, indicating his overall ownership in RAYONIER INC remains sizable despite the routine tax-related share reduction.

How is the indirect ownership in RAYONIER INC (RYN) classified for Mark McHugh?

The filing shows 44.12 Common Shares held indirectly for Mark McHugh, classified as "In Trust." This indicates the shares are owned through a trust structure while still being reportable as part of his beneficial ownership under insider reporting requirements.