PotlatchDeltic (PCH) VP logs 53K-share conversion as Rayonier merger closes

Rhea-AI Filing Summary

PotlatchDeltic Corporation executive Darin Robert Ball reported equity changes tied to the closing of a merger with Rayonier Inc. As Vice President, Timberlands, he reported the disposition of 53,119.905 shares of PotlatchDeltic common stock at a reported price of $0 per share, reflecting automatic conversion rather than an open-market sale.

Under the merger terms, each PotlatchDeltic common share was converted into the right to receive 1.8185 Rayonier common shares plus $0.61 in cash, along with any fractional share consideration. A performance share award covering 22,434.248 shares was first acquired, then converted into a Rayonier restricted stock unit award and reported as disposed, with no shares remaining directly held after the transactions.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Ball Darin Robert

(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)
	Vice President, Timberlands

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		53,119.905	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		22,434.248		(3)	(3)	Common Stock	22,434.248	$0	22,434.248	D
Performance Share Award	(3)	01/30/2026		D			22,434.248	(3)	(3)	Common Stock	22,434.248	(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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity did Darin Robert Ball report for PotlatchDeltic (PCH)?

Darin Robert Ball reported the disposition of 53,119.905 PotlatchDeltic common shares and a 22,434.248-share performance award at a reported price of $0. These entries reflect automatic conversions connected to the company’s merger with Rayonier, not open-market purchases or sales.

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, with additional fractional share consideration. This conversion applied automatically at the merger’s effective time under the Agreement and Plan of Merger dated October 13, 2025.

What happened to PotlatchDeltic (PCH) performance share awards in this Form 4?

A performance share award covering 22,434.248 shares was reported as acquired, then disposed, in connection with the merger. At the effective time, each performance share award converted into a Rayonier restricted stock unit award using an equity award exchange ratio and performance-based calculations described in the merger agreement.

Did Darin Robert Ball retain any PotlatchDeltic (PCH) common stock after the reported transactions?

The Form 4 shows zero PotlatchDeltic common shares beneficially owned following the reported disposition of 53,119.905 shares. This reflects the automatic conversion of PotlatchDeltic equity into Rayonier securities at the merger’s effective time, rather than discretionary selling activity.

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

Each outstanding PotlatchDeltic restricted stock unit converted into a Rayonier restricted stock unit award using the equity award exchange ratio. The new Rayonier RSU awards remain subject to the prior equity plan and award agreements, including any double-trigger vesting acceleration rights described in those documents.

How were performance criteria handled for PotlatchDeltic (PCH) performance share awards?

For performance share awards, performance-based criteria were deemed achieved at the greater of target or actual performance as of the latest practicable date before closing. That share amount, including dividend equivalents, was then multiplied by the equity award exchange ratio and rounded to the nearest whole share.