雷欧尼尔 2024年度报告

(Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember 31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto RAYONIER INC. (Exact name of registrant as specified in its charter) North Carolina1-678013-2607329(State or other Jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification Number) 1 RAYONIER WAYWILDLIGHT,FL32097(Principal Executive Office)Telephone Number: (904)357-9100 Securities registered pursuant to Section12(b) of the Exchange Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Rayonier Inc.Yes☒Noo Rayonier, L.P.Yes☒Noo Rayonier Inc.YesoNo☒Rayonier, L.P.YesoNo☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.Rayonier Inc.Yes☒Noo Rayonier, L.P.Yes☒Noo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Rayonier Inc.Yes☒Noo Rayonier, L.P.Yes☒Noo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act.Rayonier Inc. Large Accelerated Filer☒Accelerated Filer☐Non-accelerated Filer☐Smaller Reporting Company☐Emerging Growth Company☐ Rayonier, L.P. Large Accelerated Filer☐Accelerated Filer☐Non-accelerated Filer☒Smaller Reporting Company☐Emerging Growth Company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.Rayonier Inc.☐Rayonier, L.P.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.Rayonier Inc.Yes☒Noo Rayonier, L.P.Yes☐No☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.Rayonier Inc.Yes☐No☒Rayonier, L.P.Yes☐No☒ Indicate by check mark whether any of these error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1 (b)Rayonier Inc.Yes☐No☒Rayonier, L.P.Yes☐No☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Rayonier Inc.Yes☐No☒Rayonier, L.P.Yes☐No☒ The aggregate market value of the Common Shares of the registrant held by non-affiliates at the close of business on June28, 2024 was $4,309,194,886based on theclosing sale price as reported on the New York Stock Exchange. Table of Contents As of February14, 2025, Rayonier Inc.had156,097,626Common Shares outstanding. As of February14, 2025, Rayonier, L.P. had2,087,450Units outstanding.Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with the 2025 annual meeting of theshareholders of the registrant scheduled to be held May15, 2025, are incorporated by reference in Part III hereof. EXPLANATORY NOTE This report combines the annual reports on Form 10-K for the year ended December31, 2024 of Rayonier Inc., a NorthCarolina corporation, and Rayonier, L.P., a Delaware limited partnership. Unless stated otherwise or the context otherwiserequires, references to “Rayonier” or “the Company” mean Rayonier Inc. and references to the “Operating Partnership” meanRayonier,L.P.References to“we,”“us,”and“our”mean collectively Rayonier Inc.,the Operating Partnership andentities/subsidiaries owned or controlled by Rayonier Inc. and/or the Operating Partnership. Rayonier Inc. has elected to be taxed as a real estate investment trust, or REIT, under the Internal Revenue Code of1986, as amended, commencing with its taxable year ended Decem