Merger converts PotlatchDeltic (PCH) stock and awards into Rayonier RSUs

Rhea-AI Filing Summary

PotlatchDeltic Vice President Ashlee Townsend Cribb reported equity changes tied to the company’s merger with Rayonier. At the merger’s effective time, each PotlatchDeltic common share converted into the right to receive 1.8185 Rayonier common shares plus $0.61 in cash, without interest, and any fractional share consideration.

Cribb reported the disposition of 44,850.074 PotlatchDeltic common shares and 28,207.474 performance share awards, leaving zero PotlatchDeltic shares or derivative awards directly owned after the transaction. Existing restricted stock units and performance share awards converted into Rayonier restricted stock unit awards under the merger’s equity exchange 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^*

Cribb Ashlee Townsend

(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, Wood Products

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		44,850.074	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		28,207.474		(3)	(3)	Common Stock	28,207.474	$0	28,207.474	D
Performance Share Award	(3)	01/30/2026		D			28,207.474	(3)	(3)	Common Stock	28,207.474	(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) executive Ashlee Cribb report?

Ashlee Townsend Cribb, Vice President of Wood Products, reported the disposition of 44,850.074 PotlatchDeltic common shares and 28,207.474 performance share awards. These changes occurred in connection with the completion of PotlatchDeltic’s merger with a Rayonier subsidiary, leaving no PotlatchDeltic shares directly owned afterward.

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

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

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 an equity award exchange ratio. The new Rayonier RSU awards follow the terms of the prior PotlatchDeltic equity plans and agreements, including any double-trigger vesting acceleration provisions in place before the merger.

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

Each performance share award was converted into a Rayonier RSU award based on underlying PotlatchDeltic shares, using the greater of target or calculated actual performance. The resulting amount, adjusted for dividend equivalents and the equity exchange ratio, is rounded to whole shares and keeps time-based vesting provisions.

Who is the reporting person in this PotlatchDeltic (PCH) Form 4 filing?

The reporting person is Ashlee Townsend Cribb, an officer of PotlatchDeltic with the title Vice President, Wood Products. The Form 4 is filed by a single reporting person and covers her PotlatchDeltic common stock and performance share award positions affected by the Rayonier merger.

What was the structure of the PotlatchDeltic (PCH) and Rayonier merger?

PotlatchDeltic merged with and into Redwood Merger Sub, LLC, a direct wholly owned subsidiary of Rayonier Inc. After the effective time, Merger Sub survived as a direct wholly owned subsidiary of Rayonier, and former PotlatchDeltic equity awards and shares were converted under agreed exchange terms.