PotlatchDeltic (PCH) director equity converts to Rayonier stock and cash in merger

Rhea-AI Filing Summary

PotlatchDeltic director Lenore M. Sullivan reported the automatic conversion of her common stock in connection with the company’s merger with Rayonier. The filing shows a disposition of 32,676.126 PotlatchDeltic common shares, leaving her with zero PotlatchDeltic shares directly owned after the transaction.

At the merger’s effective time, each PotlatchDeltic 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. Outstanding restricted stock units also converted into Rayonier restricted stock unit awards, which continue under the existing equity plan terms, including any double-trigger vesting provisions.

Insights

Equity compensation and M&A specialist

Director’s PotlatchDeltic shares and RSUs were converted to Rayonier equity as part of the merger.

The Form 4 records that director Lenore M. Sullivan disposed of 32,676.126 shares of PotlatchDeltic common stock, with her direct holdings in that stock moving to zero. This is tied to the closing of the merger with Rayonier Inc., not an open-market sale.

Each PotlatchDeltic share became the right to receive 1.8185 Rayonier common shares plus $0.61 in cash at the effective time, so value shifts into Rayonier securities and cash rather than disappearing. Restricted stock units also converted into Rayonier RSU awards, preserving prior plan terms, including any double-trigger vesting acceleration rights.

The economic impact for the director depends on Rayonier’s share value and future vesting of the RSUs, but the mechanics here are standard for an all-stock-plus-cash merger. Subsequent company filings may provide broader context on the combined entity’s post-merger performance.

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^*

SULLIVAN LENORE 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		32,676.126	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 did the PotlatchDeltic (PCH) Form 4 for Lenore M. Sullivan report?

The Form 4 reports that director Lenore M. Sullivan disposed of 32,676.126 PotlatchDeltic common shares. The change reflects automatic conversion in the Rayonier merger, leaving her with zero directly owned PotlatchDeltic shares after the effective time of the transaction.

How many PotlatchDeltic (PCH) shares were affected in Lenore Sullivan’s transaction?

The filing shows 32,676.126 PotlatchDeltic common shares were disposed of in a single transaction. This was not an open-market sale but an automatic conversion tied to the Rayonier merger, after which her directly held PotlatchDeltic share balance became zero.

What did each PotlatchDeltic (PCH) share convert into in the Rayonier merger?

Each outstanding PotlatchDeltic common share converted into the right to receive 1.8185 Rayonier common shares plus $0.61 in cash. Holders also receive any applicable fractional share consideration, combining stock and cash as the merger consideration at the effective time.

Was Lenore Sullivan’s PotlatchDeltic (PCH) Form 4 an open-market stock sale?

No, the transaction was coded as a disposition related to the merger, not an open-market sale. Her 32,676.126 shares were automatically converted into Rayonier common shares and cash according to the merger agreement’s fixed exchange ratio and cash component.

What happened to PotlatchDeltic (PCH) restricted stock units in the Rayonier deal?

Each outstanding restricted stock unit converted into a Rayonier restricted stock unit award at the effective time. The conversion used an equity award exchange ratio and preserved the existing equity plan and RSU agreement terms, including any double-trigger vesting acceleration entitlements.

Does Lenore M. Sullivan still directly own PotlatchDeltic (PCH) shares after this Form 4?

According to the Form 4, she holds zero PotlatchDeltic common shares directly following the reported transaction. Her prior holdings were converted into rights to receive Rayonier common shares and cash as specified in the PotlatchDeltic–Rayonier merger agreement.