RAYONIER INCRYN
RAYONIER INC Stock Compensation Disclosure
INCENTIVE STOCK PLANS
Approved by shareholders on May 18, 2023, the 2023 Rayonier Incentive Stock Plan (the “Stock Plan”) authorizes up to 3.0 million shares for equity-based awards. At December 31, 2025, 1.6 million shares remained available for future grants. The Stock Plan provides for the reuse of shares from forfeited or cancelled awards, including those withheld for taxes, and allows for new common shares to be issued upon exercise or vesting. No further grants may be made under prior plans. The Company recognizes compensation expense on a straight-line basis over the requisite service period or retirement eligibility and accounts for forfeitures as they occur.
A summary of our stock-based incentive compensation cost is presented below:
| 2025 | 2024 | 2023 | |||||||||||||||
| Selling and general expenses | $9,432 | $12,778 | $12,710 | ||||||||||||||
| Cost of sales | 1,133 | 1,122 | 986 | ||||||||||||||
| Timber and Timberlands, net (a) | 264 | 332 | 306 | ||||||||||||||
| Other operating expense, net | 175 | — | — | ||||||||||||||
| Total stock-based incentive compensation | $11,004 | $14,232 | $14,002 | ||||||||||||||
| Tax benefit recognized related to stock-based incentive compensation expense (b) | $521 | $695 | $677 | ||||||||||||||
(a)Represents amounts capitalized as part of the overhead allocation of timber-related costs.
(b)A valuation allowance is recorded against the tax benefit recognized as we do not expect to be able to realize the benefit in the future.
FAIR VALUE CALCULATIONS BY AWARD
RESTRICTED STOCK UNITS & RESTRICTED STOCK
Restricted stock units granted to employees generally vest ratably over four years. Special purpose restricted stock units may be granted with alternative vesting schedules based on defined service periods or retirement eligibility. Holders of unvested restricted stock and restricted stock unit awards receive dividend equivalent payments. Restricted stock granted to the Board of Directors vests immediately upon issuance and is subject to specific holding requirements. The fair value of restricted stock units and restricted stock is based on the Company’s stock price on the grant date.
As of December 31, 2025, there was $6.9 million of unrecognized compensation cost attributable to our restricted stock units. We expect to recognize this cost over a weighted average period of 2.4 years. As of December 31, 2025, there was no unrecognized compensation cost attributable to our restricted stock.
A summary of our restricted stock units is presented below:
| 2025 | 2024 | 2023 | |||||||||||||||
| Restricted stock units granted | 246,662 | 212,415 | 207,006 | ||||||||||||||
| Weighted average price of restricted stock units granted | $27.56 | $32.46 | $32.93 | ||||||||||||||
| Intrinsic value of restricted stock units outstanding (a) | $10,341 | $12,673 | $16,068 | ||||||||||||||
| Grant date fair value of restricted stock units vested | 6,982 | 5,949 | 4,454 | ||||||||||||||
| Cash used to purchase common shares from current and former employees to pay withholding tax requirements on restricted stock units vested | 2,166 | 2,186 | 1,665 | ||||||||||||||
(a)Intrinsic value of restricted stock units outstanding is based on the market price of the Company’s stock at December 31, 2025, 2024 and 2023.
| 2025 | |||||||||||
| Number of Shares | Weighted Average Grant Date Fair Value | ||||||||||
| Non-vested Restricted Stock Units at January 1, | 485,552 | $33.17 | |||||||||
| Granted | 246,662 | 27.56 | |||||||||
| Vested | (222,530) | 31.37 | |||||||||
| Cancelled | (32,043) | 31.33 | |||||||||
| Non-vested Restricted Stock Units at December 31, | 477,641 | $31.23 | |||||||||
A summary of our restricted stock is presented below:
| 2025 | 2024 | 2023 | |||||||||||||||
| Restricted stock granted | 44,924 | 32,928 | 36,403 | ||||||||||||||
| Weighted average price of restricted stock granted | $24.21 | $30.37 | $30.22 | ||||||||||||||
| Intrinsic value of restricted stock outstanding (a) | — | — | $66 | ||||||||||||||
| Grant date fair value of restricted stock vested | 1,088 | 1,047 | 1,647 | ||||||||||||||
| Cash used to purchase common shares from current and former employees to pay withholding tax requirements on restricted shares vested | — | 20 | 208 | ||||||||||||||
(a)Intrinsic value of restricted stock outstanding is based on the market price of the Company’s stock at December 31, 2023.
| 2025 | |||||||||||
| Number of Shares | Weighted Average Grant Date Fair Value | ||||||||||
| Non-vested Restricted Stock at January 1, | — | — | |||||||||
| Granted | 44,924 | $24.21 | |||||||||
| Vested | (44,924) | 24.21 | |||||||||
| Non-vested Restricted Stock at December 31, | — | — | |||||||||
PERFORMANCE SHARE UNITS
Performance share units generally vest after a three-year performance period, with the final payout contingent upon total shareholder return relative to a selected peer group. Because the payout is based on a market condition, the grant-date fair value is determined using a Monte Carlo simulation model.
As of December 31, 2025, there was $5.1 million of unrecognized compensation cost related to our performance share unit awards, which is attributable to awards granted in 2023, 2024 and 2025. This cost is expected to be recognized over a weighted average period of 1.7 years.
A summary of our performance share units is presented below:
| 2025 | 2024 | 2023 | |||||||||||||||
| Common shares reserved for performance shares granted during year | 294,574 | 320,640 | 285,863 | ||||||||||||||
| Weighted average fair value of performance share units granted | $33.00 | $34.51 | $37.77 | ||||||||||||||
| Intrinsic value of outstanding performance share units (a) | $10,551 | $11,463 | $12,730 | ||||||||||||||
| Fair value of performance shares vested | 3,696 | 6,388 | 5,863 | ||||||||||||||
| Cash used to purchase common shares from current and former employees to pay withholding tax requirements on performance shares vested | 732 | 1,975 | 2,342 | ||||||||||||||
(a)Intrinsic value of outstanding performance share units is based on the market price of the Company's stock at December 31, 2025, 2024 and 2023.
| 2025 | |||||||||||
| Number of Units | Weighted Average Grant Date Fair Value | ||||||||||
| Outstanding Performance Share units at January 1, | 439,186 | $38.50 | |||||||||
| Granted | 186,462 | 33.00 | |||||||||
| Units Distributed | (109,370) | 45.67 | |||||||||
| Other Cancellations/Adjustments | (28,917) | 36.16 | |||||||||
| Outstanding Performance Share units at December 31, | 487,361 | $34.92 | |||||||||
Expected volatility is based on the Company’s historical daily returns over a three-year period, and the risk-free rate is derived from the 3-year U.S. Treasury rate at the grant date. Dividend yields are excluded from the fair value calculation as awards receive dividend equivalents. A liquidity discount is applied to grants for Vice Presidents and above due to a one-year post-vest holding period. The following table provides an overview of the assumptions used in calculating the fair value of the awards granted for the three years ended December 31:
| 2025 | 2024 | 2023 | |||||||||||||||
| Expected volatility | 25.3 | % | 26.4 | % | 29.9 | % | |||||||||||
| Risk-free rate | 3.8 | % | 4.5 | % | 3.7 | % | |||||||||||
| Liquidity discount applied to grants with a post-vesting holding restriction | 2.9 | % | 3.9 | % | 4.7 | % | |||||||||||
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.