PotlatchDeltic (PCH) CAO reports share and award conversion in Rayonier merger

Rhea-AI Filing Summary

PotlatchDeltic Corp Chief Accounting Officer Glen F. Smith reported equity award changes tied to the closing of the Rayonier merger. On January 29, 2026, he was granted a performance share award covering 9,633.227 shares of common stock. On January 30, 2026, this performance share award and 9,846.411 common shares were reported as disposed of, leaving no PotlatchDeltic common stock or related performance awards directly held.

According to the merger terms, each PotlatchDeltic common share was automatically converted at the effective time into the right to receive 1.8185 Rayonier common shares plus $0.61 in cash, without interest, plus any fractional share consideration. Restricted stock units and performance share awards converted into Rayonier restricted stock unit awards based on an equity award exchange ratio, with performance awards deemed earned at the greater of target or actual performance.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Smith Glen F

(Last) (First) (Middle)

601 W. FIRST AVENUE

SUITE 1600

(Street)

SPOKANE WA 99201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
POTLATCHDELTIC CORP [ PCH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/30/2026		D		9,846.411	D	(1)(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Share Award	(3)	01/29/2026		A		9,633.227		(3)	(3)	Common Stock	9,633.227	$0	9,633.227	D
Performance Share Award	(3)	01/30/2026		D			9,633.227	(3)	(3)	Common Stock	9,633.227	(3)	0	D

Explanation of Responses:

1. In connection with the terms of an Agreement and Plan of Merger, dated October 13, 2025 (as it may be amended from time to time, the "Merger Agreement"), by and among the Issuer, Rayonier Inc. ("Rayonier"), and Redwood Merger Sub, LLC, a direct, wholly owned subsidiary of Rayonier ("Merger Sub"), the Issuer merged with and into Merger Sub, with Merger Sub surviving as a direct, wholly owned subsidiary of Rayonier (the "Effective Time"). At the Effective Time, each outstanding share of Common Stock was automatically converted into the right to receive (i) 1.8185 Rayonier common shares and (ii) $0.61 in cash, without interest, plus any fractional share consideration.

2. At the Effective Time, each outstanding restricted stock unit converted into a Rayonier restricted stock unit award (each, a "Rayonier RSU award"), taking into account any dividend equivalents, based on the equity award exchange ratio, as defined in the Merger Agreement, rounded to the nearest whole number of shares. Each such Rayonier RSU award will be subject to the terms of any applicable Issuer equity plan and Issuer restricted stock unit agreement in effect immediately prior to the Effective Time (including any double-trigger vesting acceleration entitlements).

3. At the Effective Time, each performance share award converted into a Rayonier RSU award based on the shares of Common Stock underlying the performance share award determined by deeming any applicable performance-based criteria achieved based on the greater of the Issuer's target performance or actual performance, as calculated on the latest practicable date prior to the Effective Time, taking into account any dividend equivalents, multiplied by the equity award exchange ratio, rounded to the nearest whole number of shares. Each such Rayonier RSU award will be subject to the terms of any applicable Issuer equity plan and Issuer performance share award agreement in effect immediately prior to the Effective Time (including any double-trigger vesting acceleration entitlements and excluding any vesting terms related to the satisfaction of performance criteria).

	/s/ Michele L. Tyler, Attorney-in-Fact	02/02/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did PotlatchDeltic (PCH) report for Glen F. Smith?

PotlatchDeltic reported that Chief Accounting Officer Glen F. Smith disposed of 9,846.411 common shares and 9,633.227 performance share award units on January 30, 2026. These transactions reflect equity being converted in connection with the completed merger with Rayonier, leaving no PotlatchDeltic shares directly held.

How were PotlatchDeltic (PCH) shares converted in the Rayonier merger?

Each outstanding PotlatchDeltic common share was automatically converted into the right to receive 1.8185 Rayonier common shares plus $0.61 in cash, without interest, at the merger’s effective time. Holders also receive appropriate fractional share consideration, according to the disclosed merger terms.

What happened to PotlatchDeltic (PCH) restricted stock units in the Rayonier merger?

At the effective time of the merger, each outstanding PotlatchDeltic restricted stock unit converted into a Rayonier restricted stock unit award. The conversion used an equity award exchange ratio, included dividend equivalents, and preserved key terms under existing equity plans and restricted stock unit agreements, including any double-trigger vesting rights.

How were PotlatchDeltic (PCH) performance share awards treated in the Rayonier merger?

Each performance share award converted into a Rayonier restricted stock unit award based on shares underlying the award, with performance deemed achieved at the greater of target or actual performance. This amount was multiplied by the equity award exchange ratio and rounded, with vesting terms tied to service rather than future performance.

Does Glen F. Smith still directly hold PotlatchDeltic (PCH) shares after the merger?

Following the reported transactions on January 30, 2026, Glen F. Smith reported beneficial ownership of zero PotlatchDeltic common shares and zero related performance share awards. His prior holdings were converted pursuant to the Rayonier merger consideration and associated equity award conversion mechanics.

What role does Glen F. Smith hold at PotlatchDeltic (PCH)?

Glen F. Smith is identified as an officer of PotlatchDeltic with the title Chief Accounting Officer. The Form 4 indicates he is not a director or 10% owner, and the reported transactions reflect his equity awards and common shares affected by the merger with Rayonier.