PotlatchDeltic (PCH) director records stock-for-stock Rayonier merger swap

Rhea-AI Filing Summary

PotlatchDeltic director reports share conversion tied to Rayonier merger. Director Mark D. Leland recorded the disposition of 31,114.117 shares of PotlatchDeltic common stock on January 30, 2026, leaving him with zero shares directly owned.

This was not an open-market sale. Under the merger with Rayonier Inc., each PotlatchDeltic share was automatically converted into the right to receive 1.8185 Rayonier common shares plus $0.61 in cash per share, along with any fractional share consideration. Outstanding restricted stock units similarly converted into Rayonier RSU awards under the existing equity plan terms.

Insights

Equity compensation and insider-transactions analyst

Director’s PotlatchDeltic shares were converted into Rayonier stock and cash as part of a completed merger, not sold on the open market.

Director Mark D. Leland reported a disposition of 31,114.117 PotlatchDeltic common shares coded "D" on January 30, 2026. The price per share is shown as $0.00, indicating this reflects a structural change rather than a voluntary trade.

The filing explains that PotlatchDeltic merged into a Rayonier subsidiary under an October 13, 2025 Merger Agreement. At the effective time, each PotlatchDeltic share became the right to receive 1.8185 Rayonier common shares plus $0.61 in cash, with additional fractional share consideration. Outstanding restricted stock units similarly converted into Rayonier RSU awards based on an exchange ratio and remain governed by the pre‑existing equity plan terms.

This makes the Form 4 primarily mechanical documentation of merger consideration and equity rollover, rather than a discretionary insider sale or purchase. The event is routine in the context of a completed all‑stock‑plus‑cash acquisition, so the standalone investment impact of this filing is neutral.

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^*

LELAND D MARK

(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		31,114.117	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

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).

	/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) director Mark D. Leland report?

Director Mark D. Leland reported disposing of 31,114.117 shares of PotlatchDeltic common stock. After the transaction, he directly owned zero shares. The disposition reflects conversion of shares in the Rayonier merger, not an open‑market sale, with consideration in Rayonier stock and cash.

How were PotlatchDeltic (PCH) 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. Holders also receive any applicable fractional share consideration, reflecting a mix of stock and cash as merger consideration at the effective time.

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. The conversion used an equity award exchange ratio and was rounded to the nearest whole share, while remaining subject to the existing equity plan and award agreements, including any double‑trigger vesting provisions.

Why is the transaction price shown as $0.00 on the PotlatchDeltic (PCH) Form 4?

The Form 4 lists a price of $0.00 because the director’s shares were not sold for cash in a market trade. Instead, the shares were automatically exchanged at the merger’s effective time for Rayonier stock plus $0.61 per share in cash, as specified in the merger agreement.

Who were the parties to the PotlatchDeltic (PCH) merger referenced in this Form 4?

The merger agreement was among PotlatchDeltic, Rayonier Inc., and Redwood Merger Sub, LLC, a direct wholly owned subsidiary of Rayonier. PotlatchDeltic merged with and into Redwood Merger Sub, which survived as a direct, wholly owned subsidiary of Rayonier at the effective time.

Did PotlatchDeltic (PCH) director Mark D. Leland retain any direct PotlatchDeltic shares after the merger conversion?

No. Following the reported merger‑related disposition, the Form 4 shows Mark D. Leland directly owning zero PotlatchDeltic common shares. His prior holdings were converted into the contractual mix of Rayonier common shares and cash specified in the merger agreement at the effective time.