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.

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^*

WASECHEK WAYNE

(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 and Chief Financial Officer

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		34,621.439	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		29,797.237		(3)	(3)	Common Stock	29,797.237	$0	29,797.237	D
Performance Share Award	(3)	01/30/2026		D			29,797.237	(3)	(3)	Common Stock	29,797.237	(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 transaction did PotlatchDeltic (PCH) report for its CFO?

PotlatchDeltic’s VP and CFO Wayne Wasechek reported automatic conversions of his equity holdings due to the Rayonier merger. 34,621.439 common shares and 29,797.237 performance share awards were disposed of at a stated price of $0, reflecting non-cash treatment under the merger terms.

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

Each outstanding PotlatchDeltic common share converted into the right to receive 1.8185 Rayonier common shares and $0.61 in cash, without interest, plus any fractional share consideration. This automatic exchange occurred at the merger’s effective time between PotlatchDeltic and a Rayonier wholly owned subsidiary.

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

At the effective time, each outstanding PotlatchDeltic restricted stock unit converted into a Rayonier restricted stock unit award. The conversion used the equity award exchange ratio, rounded to the nearest whole share, and remained subject to existing equity plan and restricted stock unit agreement terms, including any double-trigger vesting provisions.

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

Each performance share award converted into a Rayonier restricted stock unit award based on shares underlying the award, using the greater of target or actual performance. This amount, including dividend equivalents, was multiplied by the equity award exchange ratio and rounded, with prior performance-vesting terms excluded post-conversion.

Did the PotlatchDeltic (PCH) CFO retain any reported performance share awards after the merger?

The Form 4 shows 29,797.237 performance share awards acquired and then disposed of, with zero derivative securities remaining afterward. These movements reflect the interim award determination and subsequent conversion into Rayonier restricted stock unit awards under the merger’s equity exchange mechanics.

Who is the insider involved in this PotlatchDeltic (PCH) Form 4 filing?

The reporting person is Wayne Wasechek, identified as Vice President and Chief Financial Officer of PotlatchDeltic. The filing is made for one reporting person and details changes to his PotlatchDeltic common stock and performance share awards resulting from the merger with a Rayonier subsidiary.