PotlatchDeltic (PCH) CEO reports stock and award conversion in Rayonier deal

Rhea-AI Filing Summary

PotlatchDeltic Corp President and CEO Eric J. Cremers reported equity award and share conversions tied to the company’s merger with Rayonier Inc. On 01/29/2026, he acquired 155,694.281 performance share awards, then on 01/30/2026 those awards and 324,105.195 common shares were disposed of at a stated price of $0 per share.

According to the merger terms, each PotlatchDeltic common share was automatically converted into the right to receive 1.8185 Rayonier common shares and $0.61 in cash, plus any fractional share consideration. Outstanding restricted stock units and performance share awards converted into Rayonier restricted stock unit awards based on an equity award exchange ratio and subject to the prior plan and award terms, including specified vesting provisions.

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^*

CREMERS ERIC J

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		324,105.195	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		155,694.281		(3)	(3)	Common Stock	155,694.281	$0	155,694.281	D
Performance Share Award	(3)	01/30/2026		D			155,694.281	(3)	(3)	Common Stock	155,694.281	(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 transaction did PotlatchDeltic (PCH) CEO Eric Cremers report?

Eric J. Cremers reported acquiring 155,694.281 performance share awards on 01/29/2026, then disposing of those awards and 324,105.195 common shares on 01/30/2026. The transactions occurred at a stated price of $0 per share in connection with the closing of the Rayonier merger.

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

Each outstanding PotlatchDeltic common share was automatically converted at the effective time into 1.8185 Rayonier common shares and $0.61 in cash, plus any fractional share consideration. This exchange applied to all outstanding common stock when PotlatchDeltic merged into Redwood Merger Sub, a Rayonier subsidiary.

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

Each outstanding PotlatchDeltic restricted stock unit converted into a Rayonier restricted stock unit award using the equity award exchange ratio, including any dividend equivalents. These new Rayonier RSU awards remain subject to the existing equity plan and RSU agreements, including any double-trigger vesting acceleration entitlements described there.

How were PotlatchDeltic (PCH) performance share awards treated at the effective time?

Each performance share award converted into a Rayonier restricted stock unit award based on underlying PotlatchDeltic shares, assuming performance achieved at the greater of target or actual. That share figure was multiplied by the equity award exchange ratio, and the resulting Rayonier RSUs keep prior terms, excluding performance-criteria vesting.

Did Eric Cremers retain PotlatchDeltic (PCH) derivative awards after 01/30/2026?

Following the reported transactions, the Form 4 shows 0.0000 derivative securities beneficially owned, reflecting the conversion and disposition of 155,694.281 performance share awards. These awards converted into Rayonier restricted stock unit awards under the merger’s equity exchange mechanics rather than remaining as PotlatchDeltic derivatives.

What is the Agreement and Plan of Merger involving PotlatchDeltic (PCH) and Rayonier?

An Agreement and Plan of Merger dated October 13, 2025 combined PotlatchDeltic with Redwood Merger Sub, a wholly owned Rayonier subsidiary. At the effective time, PotlatchDeltic merged into Merger Sub, which survived as a direct, wholly owned subsidiary of Rayonier, triggering the share and award conversions described.