[425] – POTLATCHDELTIC CORP (PCH) (CIK 0001338749)

Rhea-AI Filing Summary

PotlatchDeltic Corporation filed a Rule 425 communication regarding a proposed merger with Rayonier Inc. The message outlines forward‑looking statements and emphasizes that a Form S‑4 will be filed, containing a joint proxy statement/prospectus for both companies. Shareholders are encouraged to review those materials when available. The filing lists key risks, including the need for shareholder and regulatory approvals, potential closing delays or termination, integration challenges, market price effects, possible litigation, macroeconomic pressures across timberlands, real estate and wood products, environmental and tax law changes, weather events, and REIT qualification requirements. It also states this communication is not an offer or solicitation to sell securities.

Insights

M&A and REIT Analyst

Proposed merger disclosed; next step is an S-4 with details.

PotlatchDeltic and Rayonier signal a planned merger and outline the process. An upcoming Form S-4 with a joint proxy/prospectus will provide terms for shareholder votes. Today’s communication focuses on legal disclosures and risk factors.

Completion depends on shareholder and regulatory approvals, with noted risks like integration execution, timing uncertainties, potential litigation, and market reactions. Sector-specific sensitivities include timber harvest dynamics, real estate development cycles, and environmental regulation.

Until the S-4 is filed, the scope, structure, and expected synergies remain unspecified. Actual impact will hinge on final terms and approval outcomes disclosed in the joint proxy/prospectus.

Filed by: PotlatchDeltic Corporation

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities and Exchange Act of 1934

Subject Company: PotlatchDeltic Corporation

Commission File Number: 001-32729

PotlatchDeltic VP Speaking Points

• Today we announced a merger of equals between PotlatchDeltic and Rayonier, an exciting change for our company. It brings together two companies that share similar business models, increasing our scale in timberlands, real estate and land-based and natural climate solutions. Our wood products business adds to the new company’s ability to benefit from stronger housing markets.

• There are both strategic and financial benefits to the combination. Together, we will have nearly 4.2 million acres of premier timberland across 11 states. The combined company will have low debt and available cash, which will provide opportunities for capital investment in our wood products business or in timberland or integrated mill acquisitions. The combined real estate business will include three established estate developments and a strong rural land sales platform for future value creation. In addition, the combined company is well positioned to participate in emerging opportunities to provide land based and natural climate solutions.

• The two companies each have long legacies in the industry and have similar cultures. Both value sustainability, safety, teamwork, and community.

• The executive leadership and Board of the new company will consist of roughly equal representation of both PotlatchDeltic and Rayonier members. Mark McHugh, President and CEO of Rayonier, will serve as President and CEO of the new company and Eric Cremers, President and CEO of PotlatchDeltic will serve as Executive Chair of the Board of the new company. Wayne Wasechek, CFO of PotlatchDeltic, will serve as CFO of the new company. Ashlee Cribb, VP Wood Products of PotlatchDeltic, will serve as EVP, Wood Products of the new company. Rhett Rogers, currently SVP, Portfolio Management of Rayonier, will serve as EVP, Land Resources of the new company.

• The new name of the company has not been determined but will reflect the legacy of both companies. The new headquarters for the company will be in Atlanta, GA, but we will maintain a regional presence in Spokane, Washington and Wildlight, Florida.

• Over time, the integration team will evaluate the size and need for all of our offices.

• Until the transaction closes, PotlatchDeltic and Rayonier will continue to operate as separate, independent companies. This means you must interact with Rayonier employees as you normally would. This announcement will have no impact on the way we do business with our customers. Operations at both organizations will remain business as usual. As is customary in transactions like this, select teams will begin working on integration planning. But for most team members, there should be no impact on your day-to-day work.

• For the vast majority of Team Members, it will be business as usual. However, as in any transaction like this, there will be overlaps in job functions that may result in the loss of jobs. Additionally, upon closing, certain job duties may change as we move to a combined organization structure, and positions may be relocated to the new headquarters in Atlanta.

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• Outside of the announced executives, the leadership team of the combined company is still being determined, as well as a number of other key leaders within the organization. These leaders will be charged with quickly finalizing the remainder of their organizational structure and will work to provide clarity to Team Members about their future roles and job status. The pace of that work will vary by department, but we intend to finalize organizational structure as soon as possible.

• In our wood products manufacturing, we do not anticipate any significant changes in operations or staffing levels as a result of the merger. What’s most important now is to focus on what’s within your control: work safely, keep your commitments, deliver excellence to customers and continue to improve our operations and cost position.

• The combined company will be well-positioned to benefit from improved housing demand and lumber pricing with its efficient and productive manufacturing facilities. In addition, the merger creates a larger, more diversified REIT and creates more flexibility. This will allow the combined company to build on PotlatchDeltic’s existing position as a top-10 U.S. lumber producer through strategic investments in its wood products manufacturing business.

• The transaction is expected to close in late Q1 or early Q2 of 2026 and is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and the approval of both Rayonier’s shareholders and PotlatchDeltic’s shareholders.

• We will share updates via your normal communication channels as well as through a landing page on our intranet. A Team Member FAQ document is posted on the intranet, which provides additional information on a range of questions, including staffing, relocation, and integration. Team Members can submit questions via email to the email address listed on the merger intranet page. If you have additional questions you can speak with your business leader.

• We are excited to be combining two great companies that we believe will offer investors more scale and liquidity, a larger geographic footprint, more market diversity, opportunities for growth, and sustainable long-term value. We are confident the combination of these two companies creates significant strategic and financial benefits beyond what either company could achieve independently.

Cautionary Statement Regarding Forward-Looking Information

This communication contains certain “forward-looking statements” within the meaning of federal securities laws. Words such as “anticipates,” “believes,” “could,” “continue,” “estimate,” “expects,” “intends,” “will,” “should,” “may,” “plan,” “predict,” “project,” “would” and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect Rayonier Inc.’s and PotlatchDeltic Corporation’s current views about future events. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed merger involving Rayonier Inc. and PotlatchDeltic Corporation,

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including future financial and operating results, Rayonier Inc.’s and PotlatchDeltic Corporation’s plans, objectives, expectations and intentions, the expected timing and likelihood of completion of the transaction, and other statements that are not historical facts, including expected synergies, harvest schedules, timberland acquisitions and dispositions, future results of operations, projected cash flow and liquidity, business strategy and other plans and objectives for future operations. No assurances can be given that the forward-looking statements contained in this communication will occur as projected and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, without limitation: the ability to timely or at all obtain the requisite Rayonier Inc. and PotlatchDeltic Corporation shareholder approvals; the risk that Rayonier Inc. or PotlatchDeltic Corporation may be unable to obtain required governmental and regulatory approvals required for the merger (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the merger); the risk that an event, change or other circumstance could give rise to the termination of the proposed merger; the risk that a condition to closing of the merger may not be satisfied on a timely basis or at all; the risk that the timing to consummate the proposed merger may be delayed; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; the risk that any announcement relating to the proposed transaction could have adverse effects on the market price of Rayonier Inc.’s common shares or PotlatchDeltic Corporation’s common stock; the risk of litigation related to the proposed transaction; disruption from the transaction making it more difficult to maintain relationships with customers, employees, contractors, suppliers, vendors or joint venture partners; the diversion of management time in connection with the proposed transaction; the challenging macroeconomic environment, including disruptions in the timberlands, real estate, land based solutions, and wood products manufacturing industries; the ability of PotlatchDeltic Corporation and Rayonier Inc. to refinance their existing financing arrangements on favorable terms; the cost and availability of third-party logging and trucking services; the geographic concentration of a significant portion of PotlatchDeltic Corporation’s and Rayonier Inc.’s timberland; changes in environmental laws and regulations regarding timber harvesting, wood products manufacturing, delineation of wetlands, endangered species, the development of solar, carbon capture and storage, and carbon credit projects, and development of real estate generally that may restrict or adversely impact PotlatchDeltic Corporation’s or Rayonier Inc.’s ability to conduct their respective businesses, or increase the cost of doing so; adverse weather conditions, natural disasters and other catastrophic events such as hurricanes, wind storms and wildfires; the lengthy, uncertain and costly process associated with the ownership, entitlement and development of real estate, including changes in law, policy and political factors beyond our control; the availability and cost of financing for real estate development and mortgage loans, changes in tariffs, taxes or treaties relating to the import and export of PotlatchDeltic Corporation’s and Rayonier Inc.’s products, including those of their respective customers; changes

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in key management and personnel; PotlatchDeltic Corporation’s and Rayonier Inc.’s ability to meet all necessary legal requirements to continue to qualify as a real estate investment trust; changes in tax laws that could adversely affect beneficial tax treatment; and other risks and uncertainties identified in the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” sections of each of PotlatchDeltic Corporation’s and Rayonier Inc.’s most recent Annual Reports on Form 10-K, any subsequently filed Quarterly Reports on Form 10-Q, and other risks as identified from time to time in its Securities and Exchange Commission (“SEC”) reports by both companies.

Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Each of Rayonier Inc. and PotlatchDeltic Corporation undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

Important Additional Information about the Proposed Transaction and Where to Find It

In connection with the proposed merger, Rayonier Inc. will file a registration statement on Form S-4, which will include a document that serves as a prospectus of Rayonier Inc. and a joint proxy statement of Rayonier Inc. and PotlatchDeltic Corporation (the “joint proxy statement/prospectus”), and each party will file other documents regarding the proposed transaction with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. A definitive joint proxy statement/prospectus will be sent to Rayonier Inc.’s and PotlatchDeltic Corporation’s shareowners. Investors and security holders will be able to obtain the registration statements and the joint proxy statement/prospectus free of charge from the SEC’s website or from Rayonier Inc. or PotlatchDeltic Corporation. The documents filed by PotlatchDeltic Corporation with the SEC may be obtained free of charge at PotlatchDeltic Corporation’s website at www.potlatchdeltic.com or at the SEC’s website at www.sec.gov. The documents filed by Rayonier Inc. with the SEC may be obtained free of charge at Rayonier Inc.’s website at www.rayonier.com or at the SEC’s website at www.sec.gov.

Participants in the Solicitation

PotlatchDeltic Corporation, Rayonier Inc. and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of PotlatchDeltic Corporation, including a description of their direct or indirect interests, by security holdings or otherwise, is set

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forth in PotlatchDeltic Corporation’s proxy statement for its 2025 Annual Meeting of Stockholders, which was filed with the SEC on March 27, 2025, including under the headings “Compensation Discussion and Analysis,” “Compensation of Directors,” “Equity Compensation Plan Information,” and “Security Ownership.” To the extent holdings of PotlatchDeltic Corporation’s common stock by the directors and executive officers of PotlatchDeltic Corporation have changed from the amounts of PotlatchDeltic Corporation’s common stock held by such persons as reflected therein, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 (“Form 3”), Statements of Changes in Beneficial Ownership on Form 4 (“Form 4”) or Annual Statements of Changes in Beneficial Ownership of Securities on Form 5 (“Form 5”), in each case filed with the SEC, including: the Forms 4 filed by Anne Alonzo on May 8, 2025, Linda Breard on May 8, 2025, Michael Covey on May 8, 2025, Ashlee Cribb on July 28, 2025, James DeCosmo on May 8, 2025, William Driscoll on April 1, 2025, May 2, 2025, May 8, 2025, June 10, 2025, July 1, 2025 and October 2, 2025, Mark Leland on May 8, 2025, Larry Peiros on May 8, 2025 and Lenore Sullivan on May 8, 2025. Information about the directors and executive officers of Rayonier Inc., including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Rayonier Inc.’s proxy statement for its 2025 Annual Meeting of Shareholders, which was filed with the SEC on April 2, 2025, including under the headings “Director Compensation” and “Compensation Discussion and Analysis.” To the extent holdings of Rayonier Inc.’s common shares by the directors and executive officers of Rayonier Inc. have changed from the amounts of Rayonier Inc.’s common shares held by such persons as reflected therein, such changes have been or will be reflected on Forms 3, Forms 4 or Forms 5, in each case filed with the SEC, including: the Forms 4 filed by Keith Bass on April 9, 2025, May 19, 2025, June 2, 2025 and September 2, 2025, Mark Bridwell on April 2, 2025, April 4, 2025 and April 15, 2025, Christopher Corr on April 2, 2025, April 4, 2025 and April 15, 2025, Gregg Gonsalves on May 19, 2025, Scott Jones on May 19, 2025, Larkin Martin on May 19, 2025, Douglas Long on April 2, 2025, April 4, 2025 and April 15, 2025, Mark McHugh on April 2, 2025, April 4, 2025 and April 15, 2025, Meridee Moore on May 19, 2025, Ann Nelson on May 19, 2025, Shelby Pyatt on April 2, 2025, April 4, 2025 and April 15, 2025, Matthew Rivers on May 19, 2025, Rhett Rogers on April 2, 2025, April 4, 2025 and April 15, 2025, April Tice on April 2, 2025, April 4, 2025 and April 15, 2025 and Andrew Wiltshire on May 19, 2025. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the registration statement and joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors and security holders should read the registration statement and joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. Investors may obtain free copies of these documents from PotlatchDeltic Corporation and Rayonier Inc. as indicated above.

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No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

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FAQ

What did PotlatchDeltic (PCH) announce in this filing?

PotlatchDeltic filed a Rule 425 communication about a proposed merger with Rayonier Inc. and described the next steps for investor materials.

What documents will disclose the PotlatchDeltic–Rayonier merger terms?

A Form S-4 will include a joint proxy statement/prospectus for both companies. Shareholders are urged to read it when available.

What approvals are required for the proposed PCH–Rayonier transaction?

The transaction requires shareholder approvals from both companies and governmental and regulatory approvals.

What risks are highlighted for the proposed merger?

Risks include timing or failure of approvals, integration challenges, potential litigation, market price effects, macro conditions, regulatory changes, and weather events.

Does this communication constitute an offer to sell securities?

No. It states there is no offer or solicitation and any offering would occur only via a prospectus meeting Section 10 of the Securities Act.

How can investors access the merger materials?

Once filed, the S-4 and joint proxy/prospectus will be available free at SEC.gov, potlatchdeltic.com, and rayonier.com.