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INCENTIVE STOCK PLANS | 3 Months Ended
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Mar. 31, 2026
Share-Based Payment Arrangement [Abstract] |
INCENTIVE STOCK PLANS | INCENTIVE STOCK PLANS A summary of our stock-based incentive compensation cost is presented below:
| Three Months Ended March 31,
| 2026 |  | 2025
Other operating expense, net (a) | $11,509 |  |  | $205 |
Selling and general expenses | 2,690 |  |  | 1,745 |
Cost of sales | 1,124 |  |  | 267 |
Timber and Timberlands, net (b) | 90 |  |  | 64 |
Total stock-based incentive compensation | $15,413 |  |  | $2,281 |
Tax benefit recognized related to stock-based incentive compensation expense | $658 |  |  | $119 |
(a)Represents accelerated stock-based incentive compensation cost due to our merger with PotlatchDeltic for the three months ended March 31, 2026. (b)Represents amounts capitalized as part of the overhead allocation of timber-related costs. REPLACEMENT AWARDS FROM THE MERGER WITH POTLATCHDELTIC In connection with the merger with PotlatchDeltic, Rayonier issued replacement awards in exchange for outstanding PotlatchDeltic equity awards based on the exchange ratio specified in the merger agreement. The replacement awards consisted of: • 1,509,498 unvested restricted stock units issued to employees and directors; • 234,882 vested deferred restricted stock units issued to employees and directors; and • 280,588 vested deferred compensation stock equivalent units issued to directors. PotlatchDeltic performance share awards were converted into time‑based replacement restricted stock units at the greater of (i) target performance or (ii) actual performance as of January 30, 2026. The original PotlatchDeltic performance awards were canceled upon exchange, and no performance conditions carried over to the replacement awards. In accordance with ASC 805, the portion of replacement award fair value attributable to pre-merger services was included in consideration transferred, with the remainder recognized as post‑merger compensation expense over the applicable remaining service periods. The total fair value of the replacement awards was approximately $46.1 million, allocated as follows: • $25.0 million attributable to pre-merger services (included in consideration transferred); and • $21.1 million attributable to post-merger services (recognized prospectively as compensation expense over the remaining service period). See Note 2 — Merger with PotlatchDeltic Corporation for additional information. REPLACEMENT RESTRICTED STOCK UNITS The replacement restricted stock units consist of (i) 1,509,498 unvested awards subject to remaining service-based vesting and (ii) 234,882 vested awards that have been deferred and will settle upon a participant’s separation from service or other defined settlement event. The following acceleration events occurred in connection with the merger, with the related expense recorded within integration and merger-related costs (see Note 21 — Integration and Merger-Related Costs): • Director awards: 52,024 replacement restricted stock units held by non-employee directors vested in full at closing on January 30, 2026 pursuant to the change-in-control provisions of the underlying award agreements, resulting in $0.3 million of expense. No unrecognized compensation cost remains related to the director awards. • Employee awards: 555,597 replacement restricted stock units held by employees vested in full during the quarter — either upon qualifying terminations of employment or pursuant to change-in-control provisions in PotlatchDeltic equity plans — resulting in $8.2 million of expense. In addition, the Company recognized $1.3 million of expense for replacement restricted stock units held by employees whose qualifying terminations are contractually scheduled in subsequent periods, where both the termination date and the amount are fixed and no further service required. As of March 31, 2026, total unrecognized compensation cost related to the unvested replacement restricted stock units was approximately $10.4 million, expected to be recognized over a weighted-average remaining service period of approximately 16 months, subject to acceleration upon qualifying terminations. A summary of the replacement restricted stock units granted during the three months ended March 31, 2026 as a result of the merger is as follows:
​ |  |  |
Replacement restricted stock units granted | 1,744,380 |  |  |
Weighted average price of replacement restricted stock units granted | $22.74 |  |  |
Replacement restricted stock units vested as a result of acceleration | 607,621 |  |  |
Grant date fair value of replacement restricted stock units vested | $22.74 |  |  |
Intrinsic value of replacement restricted stock units outstanding (a) | $22,374 |  |  |
(a)Intrinsic value is based on the closing market price of the Company’s common shares at March 31, 2026. REPLACEMENT DEFERRED COMPENSATION STOCK EQUIVALENT UNITS The replacement deferred compensation stock equivalent units represent vested awards originally issued under PotlatchDeltic’s deferred compensation plans, under which participants elected to defer cash or equity compensation into notional share-based accounts. The units settle in shares (or cash equivalent) upon a participant’s separation from service or other defined settlement event. Because these awards were fully vested at the merger date, their entire fair value was attributed to pre-merger services and included in consideration transferred. Accordingly, no unrecognized compensation cost remains, and no compensation expense was recognized during the three months ended March 31, 2026. A summary of the replacement deferred compensation stock equivalent awards granted during the three months ended March 31, 2026 as a result of the merger is as follows:
​ |  |  |
Replacement deferred compensation stock equivalent units granted | 280,588 |  |  |
Weighted average price of deferred compensation stock equivalent units granted | $22.74 |  |  |
Intrinsic value of replacement deferred compensation stock equivalent units outstanding (a) | $1,855 |  |  |
(a)Intrinsic value of stock unit equivalents outstanding is based on the market price of the Company’s stock at March 31, 2026. MODIFICATION AND ACCELERATION OF LEGACY RAYONIER AWARDS PERFORMANCE SHARE UNITS In connection with the merger, all Rayonier performance share units outstanding as of the merger were deemed achieved at the greater of (i) target performance or (ii) actual performance as of January 30, 2026, and converted into 487,361 time-based restricted stock unit awards. The modification was accounted for in accordance with ASC 718. Because the fair value of the awards immediately before and after the modification was substantially the same, no incremental compensation cost resulted. RESTRICTED STOCK UNITS During the three months ended March 31, 2026, the vesting of 131,789 Legacy Rayonier restricted stock units was accelerated for employees whose employment terminated or was expected to terminate in connection with the merger, resulting in $1.7 million of expense recognized within integration and merger-related costs.

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