ryn-20260401

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement


☐			CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2))


☒			Definitive Proxy Statement


☐			Definitive Additional Materials


☐			Soliciting Material Pursuant to §240.14a-12

RAYONIER INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☒			No fee required.


☐			Fee paid previously with preliminary materials.


☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Notice of 2026 Annual Meeting of Shareholders

April 1, 2026

Dear Shareholder,

You are cordially invited to attend Rayonier Inc.’s 2026 Annual Meeting of Shareholders (“Annual Meeting”) to be held on Thursday, May 14, 2026 at 2:00 p.m. local time at the Grand Hyatt Atlanta, 3300 Peachtree Road NE, Atlanta GA 30305. At the meeting, our shareholders will be asked to:

1.Elect the ten (10) director nominees named in the Proxy Statement to terms expiring at the 2027 Annual Meeting of Shareholders;

2.Approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the accompanying Proxy Statement;

3.Ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2026; and

4.Transact any other matters as may properly come before the meeting.

Shareholders of record at the close of business on March 17, 2026 are entitled to vote at the Annual Meeting and any postponement or adjournment thereof.

Once again, we are pleased to furnish our proxy materials to you over the internet, following the Securities and Exchange Commission (“SEC”) rules that allow for this option. We believe this provides the information you need in a more timely, efficient and cost-effective manner.

As always, your vote is very important. We urge you to please vote by internet, telephone or mail as soon as possible to ensure your vote is recorded promptly, even if you plan to attend the Annual Meeting.

Very truly yours,



Mark D. McHugh						Mark R. Bridwell
President and Chief Executive Officer						Executive Vice President, General Counsel and Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 14, 2026: This Notice of Annual Meeting of Shareholders and Proxy Statement and the 2025 Annual Report are available at www.proxyvote.com.


Rayonier Inc.						Telephone (904) 357-9100
1 Rayonier Way						Fax (904) 357-9851
Wildlight, Florida 32097

TABLE OF CONTENTS


2026 PROXY SUMMARY			1
PROPOSAL NO. 1 — ELECTION OF DIRECTORS			9
Election Process			9
Director Qualifications			9
Director Nominations			9
Information as to Nominees for Election to the Board of Directors			10
DIRECTOR COMPENSATION			13
Overview			13
2025 / 2026 Compensation Paid to Non-Management Directors			13
Director Compensation Table			14
CORPORATE GOVERNANCE			15
Corporate Governance Principles			15
Director Independence			15
Committees of the Board of Directors			15

SEC Form DEF 14A filed by Rayonier Inc. REIT