Potlatchdeltic Corporation SEC Filings

PotlatchDeltic Corp (PCH) reported a Form 4 filing for executive William R. DeReu, Vice President, Real Estate. On 11/19/2025, 104.641 shares of common stock were withheld in a transaction coded “F,” which indicates shares were retained by the company to cover FICA tax obligations for a retirement-eligible executive.

After this tax-withholding transaction, DeReu beneficially owns 72,052.228 shares of PotlatchDeltic common stock in direct ownership. The filing shows no derivative securities activity, and the report is filed as a single reporting person.

PotlatchDeltic Corp (PCH) President and CEO Eric Cremers, who also serves as a director, reported a routine change in his share holdings. On 11/19/2025, 945.874 shares of common stock were withheld at a price of $38.21 per share, coded "F" for tax withholding. The company explains these shares were withheld to cover FICA tax for a retirement-eligible executive.

Following this tax-related transaction, Cremers beneficially owns 282,720.713 shares of PotlatchDeltic common stock in direct ownership. The footnotes state this total includes adjustments for dividends that have accrued, which modestly increases the reported share balance over time without a separate purchase.

PotlatchDeltic Corporation (PCH) reported stronger Q3 2025 results. Revenue was $314,179 thousand, up from $255,131 thousand a year ago. Net income rose to $25,893 thousand, or $0.33 per diluted share, versus $0.04 in Q3 2024. Operating income improved to $35,058 thousand.

By segment, Wood Products revenue reached $165,881 thousand, Timberlands external revenue was $78,716 thousand, and Real Estate delivered $69,582 thousand. Total Adjusted EBITDDA was $89,263 thousand. Year‑to‑date cash from operating activities was $155,710 thousand, with capital expenditures of $48,739 thousand.

The company paid a quarterly dividend of $0.45 per share and repurchased 1,511,923 shares year‑to‑date for $60.0 million under its 2022 program. Cash and cash equivalents were $88,773 thousand, and long‑term debt was $1,007,594 thousand. In August, PCH drew $100,000 thousand on a new term loan maturing in 2035 and fixed a 4.11% swap rate.

PCH announced a pending merger with Rayonier Inc. Each PCH share is expected to convert into 1.7339 Rayonier shares, with adjustments tied to Rayonier’s one‑time $1.40 special dividend, subject to approvals and customary conditions.

Rayonier discussed its planned all-stock merger-of-equals with PotlatchDeltic, highlighting an estimated $40 million run-rate synergy target and a combined timberland portfolio spanning over 4 million acres. Leadership emphasized complementary timber, wood products, real estate, and Natural Climate Solutions platforms.

The company expects closing in late first quarter or early second quarter of 2026, subject to customary regulatory and shareholder approvals. During Q3, Rayonier repurchased 1.2 million shares at an average price of $24.55 for $30 million, with $232 million remaining on its authorization as of September 30; repurchases are limited prior to the merger closing. Management reiterated priorities around an investment‑grade balance sheet, growing the dividend over time, and being opportunistic on buybacks and growth investments following closing.

PotlatchDeltic Corporation furnished an 8‑K announcing results for the quarter ended September 30, 2025. The company provided its third‑quarter 2025 operating and financial update via a press release furnished as Exhibit 99.1.

The report states the information is furnished, not filed, under the Exchange Act and will only be incorporated by reference if specifically identified.

PotlatchDeltic (PCH) announced an all-stock merger of equals with Rayonier. Each PotlatchDeltic share will convert into 1.7339 Rayonier common shares at closing, with cash paid in lieu of fractional shares. Rayonier also declared a $1.40 per-share special dividend (up to 25% in cash, remainder in stock) payable on December 12, 2025 to holders of record on October 24, 2025; the merger exchange will be adjusted to reflect the stock and cash components of that dividend.

The combined company will have a new name, be headquartered in Atlanta, and feature a 10-member board (four directors from each company plus the two CEOs). Mark D. McHugh will serve as CEO and Eric J. Cremers as Executive Chair for two years. Closing is subject to shareholder approvals, HSR clearance, effectiveness of a Form S-4, and NYSE listing of the new shares. The outside date is July 13, 2026 with a possible 90-day extension for regulatory approvals.

Termination fees are $138,000,000 payable by PotlatchDeltic in certain circumstances and $159,000,000 payable by Rayonier in certain circumstances. PotlatchDeltic also approved accelerated vesting of director RSUs at closing and removed a six‑month seasoning requirement for double‑trigger vesting on employee RSUs/awards.

William L. Driscoll, a director of PotlatchDeltic Corporation (PCH), was credited with 523.576 phantom stock units on 10/01/2025 under the company's Deferred Compensation Plan for Directors II. Each phantom unit is the economic equivalent of one share and will be paid 1-for-1 in common stock according to the director's deferral election. The reported transaction shows a $0 price per unit because these units represent deferred compensation rather than a cash purchase. Following this crediting, the filing reports beneficial ownership of 27,710.379 shares (which includes previously credited phantom units representing quarterly dividends). The Form 4 was signed on behalf of Mr. Driscoll by an attorney-in-fact on 10/02/2025.