PotlatchDeltic director converts 127K shares in merger

Rhea-AI Filing Summary

PotlatchDeltic Corp director Michael J. Covey reported the automatic conversion of 127,071.609 shares of common stock on January 30, 2026 due to a completed merger with Rayonier Inc. The shares were disposed of in a corporate transaction, leaving him with zero PotlatchDeltic shares.

Under the merger terms, 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 similarly converted into Rayonier restricted stock unit awards under the existing equity plan terms.

Insider Trade Summary

Disposition: 127,071.609 shares

Disposition 1 txn

Insider COVEY MICHAEL J

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	127,071.609	$0.00	$0.00

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (2)

1. F1. 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. F2. 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).

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did PotlatchDeltic (PCH) report for Michael J. Covey?

PotlatchDeltic reported that director Michael J. Covey disposed of 127,071.609 common shares on January 30, 2026. The disposition occurred through an automatic conversion tied to the company’s merger with Rayonier Inc., rather than an open market sale or discretionary trade.

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

Each outstanding PotlatchDeltic common share was automatically converted at the merger’s effective time into 1.8185 Rayonier common shares plus $0.61 in cash. Holders also receive any applicable fractional share consideration, reflecting the agreed exchange terms in the October 13, 2025 Merger Agreement.

How many PotlatchDeltic (PCH) shares does Michael J. Covey hold after this transaction?

Following the reported merger-related transaction, Michael J. Covey beneficially owns zero PotlatchDeltic common shares. His previously held 127,071.609 shares were fully converted into Rayonier share and cash consideration under the Agreement and Plan of Merger terms at the effective time.

What happens to PotlatchDeltic (PCH) restricted stock units in the Rayonier merger?

Each outstanding PotlatchDeltic restricted stock unit converted into a Rayonier restricted stock unit award at the effective time. The conversion uses an equity award exchange ratio, rounded to the nearest whole share, and remains subject to the existing equity plan and award agreement terms, including any double-trigger vesting rights.

Was Michael J. Covey’s PotlatchDeltic (PCH) Form 4 transaction an open market sale?

The Form 4 shows a disposition coded “D,” but the footnotes explain it arose from the automatic share conversion in the Rayonier merger. This indicates a corporate reorganization event, not a discretionary open market sale initiated independently by the director.

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Accepted by SEC EDGAR 02/02/2026 - 04:15 PM Learn about SEC filing dates

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^*

COVEY MICHAEL J

(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		127,071.609	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
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.
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