Director at PotlatchDeltic (PCH) converts 31,958 shares in Rayonier merger

Rhea-AI Filing Summary

PotlatchDeltic director Linda M. Breard reported the disposition of 31,958.308 shares of common stock in connection with the company’s merger into a Rayonier subsidiary. At the merger’s effective time, each PotlatchDeltic share converted into 1.8185 Rayonier common shares plus $0.61 in cash, without interest, along with any fractional share consideration.

Following this automatic conversion, Breard reported beneficial ownership of 0 PotlatchDeltic shares. Outstanding restricted stock units and stock equivalent units were similarly converted into Rayonier-based awards using the equity award exchange ratio, remaining subject to the existing equity and deferred compensation plan terms.

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^*

Breard Linda 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		31,958.308	D	(1)(2)(3)	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).

3. At the Effective Time, each outstanding stock equivalent unit converted into a stock equivalent unit with respect to a number of Rayonier common shares calculated based on the number of shares of Common Stock underlying the stock equivalent unit, taking into account any dividend equivalents, multiplied by the equity award exchange ratio, rounded to the nearest whole number of shares. The Rayonier stock equivalent units will be subject to the terms of any applicable Issuer deferred compensation plan.

	/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) report for Linda M. Breard?

The filing shows director Linda M. Breard disposed of 31,958.308 PotlatchDeltic common shares. The disposition occurred on January 30, 2026, in connection with the company’s merger into a wholly owned Rayonier subsidiary, and was reported as a non-derivative transaction on Form 4.

How many PotlatchDeltic shares did Linda M. Breard hold after the reported Form 4 transaction?

After the reported transaction, Linda M. Breard beneficially owned 0 PotlatchDeltic common shares. Her 31,958.308 shares were automatically converted at the merger’s effective time into Rayonier common shares plus cash consideration under the previously signed merger agreement.

What were PotlatchDeltic shareholders entitled to receive in the Rayonier merger?

At the merger’s effective time, each outstanding PotlatchDeltic common share converted into 1.8185 Rayonier common shares and $0.61 in cash, without interest. Holders were also entitled to additional fractional share consideration calculated under the terms of the merger agreement between the companies.

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

Each outstanding PotlatchDeltic restricted stock unit converted into a Rayonier restricted stock unit award. The conversion used the equity award exchange ratio, including dividend equivalents, rounded to the nearest whole share, and remained subject to existing equity plan and restricted stock unit agreement terms.

What happened to PotlatchDeltic stock equivalent units following the merger with Rayonier?

Each PotlatchDeltic stock equivalent unit became a stock equivalent unit tied to Rayonier common shares. The number of Rayonier shares was based on underlying PotlatchDeltic shares, including dividend equivalents, multiplied by the equity award exchange ratio and rounded to the nearest whole share under the deferred compensation plan.

What role does Linda M. Breard hold at PotlatchDeltic in this Form 4 filing?

Linda M. Breard is identified as a director of PotlatchDeltic Corporation in the Form 4. The filing indicates the form was submitted for one reporting person, reflecting her position and reporting obligations under Section 16 of the Securities Exchange Act.