RAYONIER INC
For the period ended Dec 31, 2024. Filed Feb 21, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 21, 2025
RYN$21.82+1.3%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Exhibit Index
The following is a list of exhibits filed as part of the Form 10-K. As permitted by the rules of the SEC, the Company has not filed certain instruments defining the rights of holders of long-term debt of the Company or its consolidated subsidiaries under which the total amount of securities authorized does not exceed 10 percent of the total assets of the Company and its consolidated subsidiaries. The Company agrees to furnish to the SEC, upon request, a copy of any omitted instrument.
| Exhibit No. | Description | Location | |
| 2.1 | Separation and Distribution Agreement, dated May 28, 2014, by and between Rayonier Inc. and Rayonier Advanced Materials Inc.** | Incorporated by reference to Exhibit 2.1 to the Registrant’s May 30, 2014 Form 8-K | |
| 3.1 | Amended and Restated Articles of Incorporation | Incorporated by reference to Exhibit 3.1 to the Registrant’s May 23, 2012 Form 8-K | |
| 3.2 | By-Laws | Incorporated by reference to Exhibit 3.1 to the Registrant’s July 26, 2023 Form 8-K | |
| 3.3 | Amended and Restated Limited Liability Company Agreement of Rayonier Operating Company LLC, dated as of November 8, 2024 | Filed herewith | |
| 3.4 | Amended and Restated Agreement of Limited Partnership of Rayonier, L.P., dated as of May 8, 2020 | Incorporated by reference to Exhibit 3.1 to the Registrant’s May 13, 2020 Form 8-K | |
| 3.5 | Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Rayonier, L.P., dated as of May 21, 2021 | Incorporated by reference to Exhibit 3.1 to the Registrant's June 30, 2021 Form 10-Q | |
| 4.1 | Indenture among Rayonier, L.P., Rayonier Inc., the guarantors party thereto from time to time and The Bank of New York Mellon, N.A., as Trustee, dated as of September 9, 2020 | Incorporated by reference to Exhibit 4.8 to the Registrant’s September 10, 2020 Registration Statement on Form S-3 | |
| 4.2 | First Supplemental Indenture, dated May 17, 2021, among Rayonier, L.P., as issuer, the guarantors party thereto and the Bank of New York Mellon Trust Company, N.A., as trustee | Incorporated by reference to Exhibit 4.2 to the Registrant's May 17, 2021 Form 8-K | |
| 4.3 | Form of Note for 2.750% Senior Notes due 2031 (contained in Exhibit A to Exhibit 4.2) | Incorporated by reference to Exhibit 4.2 to the Registrant's May 17, 2021 Form 8-K | |
| 4.4 | Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | Incorporated by reference to Exhibit 4.7 to the Registrant's December 31, 2020 Form 10-K | |
| 10.1 | Form of Rayonier Outside Directors Compensation Program/Cash Deferral Option Agreement* | Incorporated by reference to Exhibit 10.24 to the Registrant’s December 31, 2006 Form 10-K | |
| 10.2 | Form of Rayonier Inc. Non-Employee Director Compensation Election to Receive Shares in Lieu of Cash* | Filed herewith | |
| 10.3 | Trust Agreement for the Rayonier Inc. Legal Resources Trust* | Incorporated by reference to Exhibit 10.1 to the Registrant’s September 30, 2014 Form 10-Q | |
| 10.4 | Deed of Amendment and Restatement of Shareholder Agreement, dated July 1, 2021, by and among Rayonier Canterbury LLC, Waimarie Forests Pty Limited, Matariki Forestry Group, Matariki Forests and Phaunos Timber Fund Limited | Incorporated by reference to Exhibit 10.8 to the Registrant’s December 31, 2023 Form 10-K |
| Exhibit No. | Description | Location | |
| 10.5 | Intellectual Property Agreement, dated June 27, 2014, by and between Rayonier Inc. and Rayonier Advanced Materials Inc. | Incorporated by reference to Exhibit 10.4 to the Registrant’s June 30, 2014 Form 8-K | |
| 10.6 | Form of Indemnification Agreement between Rayonier Inc. and its Officers and Directors* | Incorporated by reference to Exhibit 10.18 to the Registrant’s December 31, 2019 Form 10-K | |
| 10.7 | Rayonier Incentive Stock Plan, as amended* | Incorporated by reference to Exhibit 10.1 to the Registrant’s September 30, 2020 Form 10-Q | |
| 10.8 | 2023 Rayonier Incentive Stock Plan* | Incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8, filed on May 18, 2023 | |
| 10.9 | Form of Rayonier Incentive Stock Plan Non-Qualified Stock Option Award Agreement* | Incorporated by reference to Exhibit 10.19 to the Registrant’s December 31, 2008 Form 10-K | |
| 10.10 | 2023 Rayonier Incentive Stock Plan Restricted Stock Unit Award Agreement* | Incorporated by reference to Exhibit 10.15 to the Registrant’s December 31, 2023 Form 10-K | |
| 10.11 | 2021 Performance Share Award Program* | Incorporated by reference to Exhibit 10.1 to the Registrant's March 31, 2021 Form 10-Q | |
| 10.12 | 2022 Performance Share Award Program* | Incorporated by reference to Exhibit 10.1 to the Registrant’s September 30, 2022 Form 10-Q | |
| 10.13 | 2023 Performance Share Award Program* | Incorporated by reference to Exhibit 10.1 to the Registrant’s March 31, 2023 Form 10-Q | |
| 10.14 | 2024 Performance Share Award Program* | Incorporated by reference to Exhibit 10.20 to the Registrant’s December 31, 2023 Form 10-K | |
| 10.15 | 2025 Performance Share Award Program* | Filed herewith | |
| 10.16 | Rayonier Inc. Supplemental Savings Plan effective March 1, 2016* | Incorporated by reference to Exhibit 10.2 to the Registrant’s March 31, 2016 Form 10-Q | |
| 10.17 | Amended and Restated Executive Severance Pay Plan effective as of January 2024* | Incorporated by reference to Exhibit 10.22 to the Registrant’s December 31, 2023 Form 10-K | |
| 10.18 | Trust Agreement for the Rayonier Inc. Executive Severance Pay Plan* | Incorporated by reference to Exhibit 10.25 to the Registrant’s December 31, 2001 Form 10-K | |
| 10.19 | Amendment to Trust Agreement for the Rayonier Inc. Executive Severance Plan* | Incorporated by reference to Exhibit 10.2 to the Registrant’s September 30, 2014 Form 10-Q | |
| 10.20 | LTI Supplemental Terms Vesting in Event of Retirement (Updated 2025)* | Filed herewith | |
| 10.21 | Rayonier Incentive Stock Plan Restricted Stock Unit Award Agreement, dated 2019* | Incorporated by reference to Exhibit 10.31 to the Registrant’s December 31, 2019 Form 10-K |
| Exhibit No. | Description | Location | |
| 10.22 | Rayonier Non-Equity Incentive Plan, as amended, Effective as of January 1, 2020* | Incorporated by reference to Exhibit 10.32 to the Registrant’s December 31, 2019 Form 10-K | |
| 10.23 | Rayonier Incentive Stock Plan Performance Share Award Agreement* | Incorporated by reference to Exhibit 10.35 to the Registrant's December 31, 2020 Form 10-K | |
| 10.24 | Accordion Increase Agreement, dated as of April 13, 2020, by and among Rayonier Inc., Rayonier TRS Holdings Inc., and Rayonier Operating Company LLC, as borrowers, the several banks, financial institutions and other institutional lenders party thereto and CoBank, ACB as administrative agent, swing line lender and issuing bank | Incorporated by reference to Exhibit 10.6 to the Registrant’s March 31, 2020 Form 10-Q | |
| 10.25 | Tax Protection Agreement, dated as of May 8, 2020, by and among Rayonier Inc., Rayonier, L.P. and Pope Resources, A Delaware Limited Partnership | Incorporated by reference to Exhibit 10.1 to the Registrant’s May 13, 2020 Form 8-K | |
| 10.26 | Amendment to Rayonier Investment and Savings Plan for Salaried Employees effective as of January 1, 2020, executed July 28, 2023* | Incorporated by reference to Exhibit 10.31 to the Registrant’s December 31, 2023 Form 10-K | |
| 10.27 | Amendment to Rayonier Investment and Savings Plan effective as of March 27, 2020, executed July 28, 2023* | Incorporated by reference to Exhibit 10.32 to the Registrant’s December 31, 2023 Form 10-K | |
| 10.28 | Pope Resources 2005 Unit Incentive Plan* | Incorporated by reference to Exhibit 4.3 to the Registrant’s May 8, 2020 Registration Statement on Form S-8 | |
| 10.29 | Rayonier Investment and Savings Plan for Salaried Employees effective March 1, 1994, amended and restated effective March 1, 2022* | Incorporated by reference to Exhibit 10.1 to the Registrant’s March 31, 2022 Form 10-Q | |
| 10.30 | Amendment Number One Rayonier Investment and Savings Plan for Salaried Employees effective as of July 1, 2024, executed June 13, 2024* | Incorporated by reference to Exhibit 10.1 to the Registrant’s September 30, 2024 Form 10-Q | |
| 10.31 | Amendment Number Two Rayonier Investment and Savings Plan for Salaried Employees effective as of January 15, 2025, executed January 14, 2025* | Filed herewith | |
| 10.32 | Credit Agreement dated as of August 5, 2015 among Rayonier Inc., Rayonier TRS Holdings Inc. and Rayonier Operating Company LLC, as Borrowers, CoBank, ACB as Administrative Agent, Swing Line Lender and Issuing Bank, JPMorgan Chase Bank, N.A. and Farm Credit of Florida, ACA as Co-Syndication Agents, Credit Suisse AG and SunTrust Bank as Co-Documentation Agents and CoBank, ACB as Sole Lead Arranger and Sole Bookrunner | Incorporated by reference to Exhibit 10.3 to the Registrant’s March 31, 2016 Form 10-Q | |
| 10.33 | Second Amendment to Credit Agreement, dated as of April 1, 2020, by and among Rayonier Inc., Rayonier TRS Holdings Inc. and Rayonier Operating Company LLC, as borrowers, the several banks, financial institutions and other institutional lenders party thereto and CoBank, ACB as administrative agent, swing line lender and issuing bank | Incorporated by reference to Exhibit 10.4 to the Registrant’s March 31, 2020 Form 10-Q | |
| 10.34 | Annex A to Second Amendment to Credit Agreement | Incorporated by reference to Exhibit 10.5 to the Registrant’s March 31, 2020 Form 10-Q |
| Exhibit No. | Description | Location | |
| 10.35 | First Amendment and Incremental Term Loan Agreement dated as of April 28, 2016, by and among Rayonier Inc., Rayonier TRS Holdings Inc., Rayonier Operating Company LLC, as Borrowers, CoBank, ACB, as Administrative Agent and the several banks, financial institutions and other institutional lenders party thereto | Incorporated by reference to Exhibit 10.1 to the Registrant’s May 2, 2016 Form 8-K | |
| 10.36 | Third Amendment and Incremental Term Loan Agreement, dated as of April 16, 2020, by and among Rayonier Inc., Rayonier TRS Holdings Inc., and Rayonier Operating Company LLC, as borrowers, the several banks, financial institutions and other institutional lenders party thereto and CoBank, ACB as administrative agent | Incorporated by reference to Exhibit 10.7 to the Registrant’s March 31, 2020 Form 10-Q | |
| 10.37 | Fourth Amendment and Incremental Term Loan Agreement, dated as of June 1, 2021, by and among Rayonier Inc., Rayonier TRS Holdings Inc., Rayonier Operating Company LLC, and Rayonier L.P., as borrowers, the several banks, financial institutions and other lenders party thereto and CoBank, ACB, as administrative agent | Incorporated by reference to Exhibit 10.1 to the Registrant's June 1, 2021 Form 8-K | |
| 10.38 | 2016 Guarantee Agreement dated as of April 28, 2016 among Rayonier Inc., Rayonier TRS Holdings Inc. and COBANK, ACB, as Administrative Agent | Incorporated by reference to Exhibit 10.2 to the Registrant’s May 2, 2016 Form 8-K | |
| 10.39 | Fifth Amendment, Incremental Term Loan Agreement and Amendment to Guarantee Agreement, dated as of December 14, 2022, by and among Rayonier Inc., Rayonier TRS Holdings Inc., Rayonier Operating Company LLC, and Rayonier, L.P., as borrowers, the several banks, financial institutions and other institutional lenders party thereto and CoBank, ACB, as administrative agent | Incorporated by reference to Exhibit 10.1 to the Registrant’s December 14, 2022 Form 8-K | |
| 19.1 | Rayonier Corporate Policy Manual, Trading in Rayonier Securities, effective July 1, 2012, revised July 14, 2023 | Filed herewith | |
| 19.2 | Rayonier Inc. Supplemental Insider Trading Policy, effective as of July 14, 2023 | Filed herewith | |
| 21.1 | List of subsidiaries of Rayonier Inc. | Filed herewith | |
| 21.2 | List of subsidiaries of Rayonier, L.P. | Filed herewith | |
| 22.1 | List of Guarantor Subsidiaries | Incorporated by reference to Exhibit 22.1 to the Registrant’s June 30, 2022 Form 10-Q | |
| 23.1 | Rayonier Inc. - Consent of Ernst & Young LLP | Filed herewith | |
| 23.2 | Rayonier, L.P. - Consent of Ernst & Young LLP | Filed herewith | |
| 24 | Powers of attorney | Filed herewith | |
| 31.1 | Rayonier Inc. - Chief Executive Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | |
| 31.2 | Rayonier Inc. - Chief Financial Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14-(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | |
| 31.3 | Rayonier, L.P. - Chief Executive Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| Exhibit No. | Description | Location | |
| 31.4 | Rayonier, L.P - Chief Financial Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | |
| 32.1 | Rayonier Inc. - Certification of Periodic Financial Reports Under Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith | |
| 32.2 | Rayonier, L.P. - Certification of Periodic Financial Reports Under Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith | |
| 97.1 | Rayonier Clawback Policy in the Event of a Financial Restatement, dated July 20, 2023* | Incorporated by reference to Exhibit 97.1 to the Registrant’s December 31, 2023 Form 10-K | |
| 97.2 | Rayonier Clawback Policy in the Event of Detrimental Conduct* | Incorporated by reference to Exhibit 97.2 to the Registrant’s December 31, 2023 Form 10-K | |
| 101 | The following financial information from Rayonier Inc. and Rayonier, L.P.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, formatted in Inline Extensible Business Reporting Language (“iXBRL”), includes: (i) the Consolidated Statements of Income and Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023 and 2022 of Rayonier Inc.; (ii) the Consolidated Balance Sheets as of December 31, 2024 and 2023 of Rayonier Inc.; (iii) the Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2024, 2023 and 2022 of Rayonier Inc.; (iv) the Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 of Rayonier Inc.; (v) the Consolidated Statements of Income and Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023 and 2022 of Rayonier, L.P.; (vi) the Consolidated Balance Sheets as of December 31, 2024 and 2023 of Rayonier, L.P.; (vii) the Consolidated Statements of Changes in Capital for the Years Ended December 31, 2024, 2023 and 2022 of Rayonier, L.P.; (viii) the Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 of Rayonier, L.P.; and (ix) the Notes to the Consolidated Financial Statements of Rayonier Inc. and Rayonier, L.P. | Filed herewith | |
| 104 | The cover page from the Company’s Annual Report on Form 10-K from the fiscal year ended December 31, 2024, formatted in Inline XBRL (included as Exhibit 101) | Filed herewith |
- Management contract or compensatory plan.
** Certain schedules and similar attachments have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish supplemental copies of any such schedules or attachments to the SEC upon its request.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| RAYONIER INC. | |
| By: | /s/ APRIL TICE |
| April TiceSenior Vice President and Chief Financial Officer(Duly Authorized Officer, Principal Financial and Accounting Officer) | |
| RAYONIER, L.P. | |
| By: | /s/ APRIL TICE |
| April TiceSenior Vice President and Chief Financial Officer(Duly Authorized Officer, Principal Financial and Accounting Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Rayonier Inc., for itself and in its capacity as General Partner of Rayonier, L.P., and in the capacities and on the dates indicated. Exhibit 24 is incorporated by reference herein.
| Signature | Title | Date |
|---|---|---|
| /s/ MARK MCHUGH | President and Chief Executive Officer | February 21, 2025 |
| Mark McHugh(Principal Executive Officer) | ||
| /s/ APRIL TICE | Senior Vice President and Chief Financial Officer | February 21, 2025 |
| April Tice(Principal Financial and Accounting Officer) | ||
| * | Chairman of the Board | |
| Scott R. Jones | ||
| * | Director | |
| Keith E. Bass | ||
| * | Director | |
| Ann C. Nelson | ||
| * | Director | |
| V. Larkin Martin | ||
| * | Director | |
| Meridee A. Moore | ||
| * | Director | |
| Matthew J. Rivers | ||
| * | Director | |
| Andrew G. Wiltshire | ||
| * | Director | |
| Gregg A. Gonsalves | ||
| *By: | /s/ MARK R. BRIDWELL | February 21, 2025 |
|---|---|---|
| Mark R. BridwellAttorney-In-Fact |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.