PotlatchDeltic (PCH) VP reports stock and award conversion in Rayonier merger

Rhea-AI Filing Summary

PotlatchDeltic Corporation VP, Human Resources Robert L. Schwartz reported equity changes tied to the closing of the company’s merger with Rayonier Inc. On January 30, 2026, he reported the disposition of 55,817.079 shares of common stock at a stated price of $0.00, reflecting automatic conversion under the merger terms.

He also reported a performance share award of 20,722.404 derivative securities acquired on January 29, 2026 and then disposed of on January 30, 2026, each at a reported price of $0.00. According to the merger agreement, each PotlatchDeltic common share was converted into the right to receive 1.8185 Rayonier common shares plus $0.61 in cash, while restricted stock units and performance share awards converted into Rayonier restricted stock unit awards subject to the prior 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^*

Schwartz Robert L.

(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)
	VP, Human Resources

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		55,817.079	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		20,722.404		(3)	(3)	Common Stock	20,722.404	$0	20,722.404	D
Performance Share Award	(3)	01/30/2026		D			20,722.404	(3)	(3)	Common Stock	20,722.404	(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 transactions did PotlatchDeltic (PCH) report for Robert L. Schwartz?

The filing reports that VP, Human Resources Robert L. Schwartz disposed of 55,817.079 PotlatchDeltic common shares and 20,722.404 performance share awards at a stated price of $0.00 per unit. These changes reflect automatic equity conversions triggered by the completed merger with Rayonier Inc.

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

Each outstanding PotlatchDeltic common share was automatically converted into the right to receive 1.8185 Rayonier common shares plus $0.61 in cash, without interest. Holders also receive additional fractional share consideration, as provided under the Agreement and Plan of Merger dated October 13, 2025.

What happened to PotlatchDeltic (PCH) restricted stock units at the Effective Time?

At the Effective Time, each outstanding PotlatchDeltic restricted stock unit converted into a Rayonier restricted stock unit award. The conversion used an equity award exchange ratio and dividend equivalents, and the resulting Rayonier RSU awards remain subject to the existing equity plan and award agreements, including any double-trigger vesting provisions.

How were PotlatchDeltic (PCH) performance share awards treated in the merger?

Each performance share award converted into a Rayonier RSU award based on underlying PotlatchDeltic shares, using the greater of target or actual performance before closing. The result was multiplied by the equity award exchange ratio and rounded, with new RSUs keeping prior terms except for performance-criteria vesting conditions.

Why does the PotlatchDeltic (PCH) Form 4 show $0.00 transaction prices?

The Form 4 shows $0.00 prices because the reported changes reflect automatic conversions under the merger, not open-market trades for cash. Common shares and performance share awards were exchanged into Rayonier equity and cash rights according to the merger agreement mechanics at the Effective Time.

Who is the reporting person in this PotlatchDeltic (PCH) Form 4 and what is their role?

The reporting person is Robert L. Schwartz, identified as an officer of PotlatchDeltic Corporation with the title Vice President, Human Resources. The Form 4 is filed as a single-person report and covers his directly held common stock and performance share award positions affected by the merger.