PotlatchDeltic (PCH) director converts 14,694 shares in Rayonier merger swap

Rhea-AI Filing Summary

PotlatchDeltic director James M. DeCosmo reported the automatic conversion of 14,694.916 common shares on January 30, 2026, coinciding with the completion of a merger with Rayonier Inc.

Under the Merger Agreement, each PotlatchDeltic share was converted into the right to receive 1.8185 Rayonier common shares plus $0.61 in cash, without interest, along with any fractional share consideration. Following this conversion, DeCosmo reported owning 0 PotlatchDeltic shares directly. In addition, each outstanding restricted stock unit was converted into a Rayonier restricted stock unit award based on an equity award exchange ratio, and these new awards remain subject to the existing equity plan and award agreements, including any double-trigger 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^*

DeCosmo James M

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

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		14,694.916	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

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).

	/s/ Michele L. Tyler, Attorney-in-Fact	02/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did PotlatchDeltic (PCH) director James M. DeCosmo report?

James M. DeCosmo reported the disposition of 14,694.916 shares of PotlatchDeltic common stock on January 30, 2026. The shares were converted automatically in connection with the company’s merger with Rayonier Inc., rather than sold in an open market transaction.

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

Each outstanding PotlatchDeltic common share was converted into 1.8185 Rayonier common shares plus $0.61 in cash, without interest. Holders also became entitled to any related fractional share consideration, reflecting the agreed exchange terms in the October 13, 2025 Merger Agreement.

What happened to James M. DeCosmo’s PotlatchDeltic (PCH) share ownership after the merger?

After the merger conversion on January 30, 2026, James M. DeCosmo reported owning 0 PotlatchDeltic common shares directly. His previously held 14,694.916 shares were converted into Rayonier share and cash consideration under the merger exchange formula.

How were PotlatchDeltic (PCH) restricted stock units treated in the Rayonier merger?

Each outstanding PotlatchDeltic restricted stock unit was converted into a Rayonier restricted stock unit award at the effective time. The conversion used an equity award exchange ratio and kept the existing plan and agreement terms, including any double-trigger vesting acceleration rights.

Did James M. DeCosmo receive cash for his PotlatchDeltic (PCH) shares in this Form 4 transaction?

DeCosmo’s Form 4 lists a transaction price of $0.00 per share, indicating no open market sale. Instead, his shares were automatically converted under the merger terms, which provided 1.8185 Rayonier shares and $0.61 in cash for each PotlatchDeltic share.