PotlatchDeltic (NYSE: PCH) VP reports share and award conversion in Rayonier deal

Rhea-AI Filing Summary

PotlatchDeltic Corporation’s VP of Public Affairs and Chief Sustainability Officer, Anna E. Torma, reported equity changes tied to the company’s merger with Rayonier Inc. In the merger, each PotlatchDeltic common share converted into 1.8185 Rayonier common shares plus $0.61 in cash and any fractional share amount.

On January 29, 2026, Torma was granted a performance share award covering 16,935.842 shares at a price of $0 per share. On January 30, 2026, that award and 31,014.796 common shares were disposed of, leaving her with zero PotlatchDeltic shares or performance awards, as awards and restricted units converted into Rayonier restricted stock unit awards under the merger 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^*

Torma Anna E.

(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, Public Affairs / CSO

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		31,014.796	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		16,935.842		(3)	(3)	Common Stock	16,935.842	$0	16,935.842	D
Performance Share Award	(3)	01/30/2026		D			16,935.842	(3)	(3)	Common Stock	16,935.842	(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 Anna E. Torma?

Anna E. Torma reported one grant and two disposals. She received a performance share award for 16,935.842 shares on January 29, 2026, then on January 30, 2026, that award and 31,014.796 common shares were disposed of, leaving her with no PotlatchDeltic holdings.

How did the Rayonier merger affect PotlatchDeltic (PCH) common shareholders?

At the merger’s effective time, each PotlatchDeltic common share converted into 1.8185 Rayonier common shares plus $0.61 in cash. Holders also received any applicable fractional share consideration, effectively replacing their PotlatchDeltic equity with Rayonier stock and cash under the merger agreement.

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

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, rounded to whole shares, and remained subject to existing equity plan and award terms, including any double-trigger vesting acceleration rights.

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

Each performance share award converted into a Rayonier restricted stock unit award. The underlying share amount was based on the greater of target or actual performance, plus dividend equivalents, multiplied by the equity award exchange ratio and rounded, with vesting terms tied to time-based and double-trigger conditions, not performance.

What position does Anna E. Torma hold at PotlatchDeltic (PCH)?

Anna E. Torma is an officer of PotlatchDeltic Corporation, serving as Vice President, Public Affairs and Chief Sustainability Officer. Her reported equity transactions on January 29–30, 2026 reflect changes to her holdings driven by the company’s merger with Rayonier Inc.

Did Anna E. Torma retain any PotlatchDeltic (PCH) securities after January 30, 2026?

No. After the January 30, 2026 transactions, the filing shows zero PotlatchDeltic common shares and zero performance share awards beneficially owned by Anna E. Torma, as her equity interests were converted in connection with the merger into awards tied to Rayonier Inc.