PotlatchDeltic (PCH) CFO reports share and award conversion in Rayonier merger
Rhea-AI Filing Summary
PotlatchDeltic VP and CFO Wayne Wasechek reported automatic changes to his equity in connection with the company’s merger into a wholly owned subsidiary of Rayonier Inc. At the merger’s effective time, each PotlatchDeltic common share converted into the right to receive 1.8185 Rayonier common shares plus $0.61 in cash, without interest, plus any fractional share consideration.
Wasechek reported the disposition of 34,621.439 shares of common stock and 29,797.237 performance share awards at a stated price of $0, reflecting the non-cash conversion under the merger terms. His performance share award first accrued 29,797.237 derivative securities, then converted into a Rayonier restricted stock unit award based on the merger exchange mechanics.
The filing also notes that outstanding restricted stock units and performance share awards converted into Rayonier restricted stock unit awards using the equity award exchange ratio and, for performance awards, based on the greater of target or actual performance as of the latest practicable date, subject to existing equity plan terms and potential double-trigger vesting acceleration.
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Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Performance Share Award | 29,797.237 | $0.00 | -- |
| Disposition | Common Stock | 34,621.439 | $0.00 | -- |
| Grant/Award | Performance Share Award | 29,797.237 | $0.00 | -- |
Footnotes (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. 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). 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).
