Merger converts PotlatchDeltic (NYSE: PCH) director’s stock and units

Rhea-AI Filing Summary

PotlatchDeltic director William Lindeke Driscoll reported the automatic conversion of his equity holdings at the closing of the Rayonier merger. On January 30, 2026, his PotlatchDeltic common stock and phantom stock units were disposed of at a reported price of $0.00 per share or unit because they were exchanged under the merger terms, not sold in an open‑market transaction.

Under the merger agreement, each outstanding PotlatchDeltic common share converted into the right to receive 1.8185 Rayonier common shares plus $0.61 in cash, without interest, along with any fractional share consideration. His phantom stock units and other stock‑equivalent units converted into corresponding Rayonier-based awards and stock-equivalent units using the equity award exchange ratio, with the resulting Rayonier awards governed by the existing PotlatchDeltic equity and deferred compensation plan terms.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider DRISCOLL WILLIAM LINDEKE

Role Director

Type	Security	Shares	Price	Value
Disposition	Phantom Stock Units	28,574.575	$0.00	--
Disposition	Common Stock	124,010.814	$0.00	--
Disposition	Common Stock	187,884	$0.00	--

Holdings After Transaction: Phantom Stock Units — 0 shares (Direct); Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, See footnote)

Footnotes (1)

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. 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). 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. The Reporting Person has 182,286 shares held in trust, 5,231 shares held as a manager, 367 shares as a right to substitute, and 187,517 of these shares are expressly disclaimed.

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Form 4 Insider Transactions: What Each Field Means →

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^*

DRISCOLL WILLIAM LINDEKE

(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		124,010.814	D	(1)(2)(3)	0	D
Common Stock	01/30/2026		D		187,884	D	(1)	0	I	See footnote(4)

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
Phantom Stock Units	(3)	01/30/2026		D			28,574.575	(3)	(3)	Common Stock	28,574.575	(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 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.

4. The Reporting Person has 182,286 shares held in trust, 5,231 shares held as a manager, 367 shares as a right to substitute, and 187,517 of these shares are expressly disclaimed.

	/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 transaction did PotlatchDeltic (PCH) report for William Lindeke Driscoll?

PotlatchDeltic reported that director William Lindeke Driscoll’s common stock and phantom stock units were disposed of at $0.00 per unit. The transactions reflect automatic conversion into Rayonier equity and cash under the completed merger, rather than an open-market sale or purchase.

How were PotlatchDeltic (PCH) shares converted 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 in the merger agreement with Rayonier.

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

At closing, each PotlatchDeltic restricted stock unit became a Rayonier RSU award based on the equity award exchange ratio. Phantom and stock equivalent units similarly converted into Rayonier stock-equivalent units, remaining subject to the issuer’s existing equity and deferred compensation plan terms.

Why does the PotlatchDeltic (PCH) Form 4 show a transaction price of $0.00?

The Form 4 shows a $0.00 price because Driscoll’s reported dispositions were not open-market trades. They reflect automatic exchange of PotlatchDeltic securities into Rayonier shares and cash at the effective time of the merger, consistent with the merger agreement.

How does the PotlatchDeltic (PCH) Form 4 describe Driscoll’s indirect share holdings?

The filing explains that Driscoll has shares held in trust, as a manager, and via a right to substitute, with a portion expressly disclaimed. These positions help clarify which PotlatchDeltic shares were treated as indirectly owned at the time of the merger conversion.