RAYONIER INC

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:

RAYONIER INC.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):

Notice of 2025 Annual Meeting of Shareholders

April 2, 2025

Dear Shareholder,

You are cordially invited to attend Rayonier Inc.’s 2025 Annual Meeting of Shareholders (“Annual Meeting”) to be held on Thursday, May 15, 2025 at 2:00 p.m. local time at Rayonier’s headquarters, 1 Rayonier Way, Wildlight, Florida 32097. At the meeting, our shareholders will be asked to:

1. Elect the nine (9) director nominees named in the Proxy Statement to terms expiring at the 2026 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 Ernst & Young, LLP as our independent registered public accounting firm for 2025; and

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

Shareholders of record at the close of business on March 14, 2025 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,

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 15, 2025: This Notice of Annual Meeting of Shareholders and Proxy Statement and the 2024 Annual Report are available at www.proxyvote.com.

T

TABLE OF CONTENTS

2025 Proxy Statement

Rayonier Inc.