Form 4: PotlatchDeltic Officer Converts Shares Post-Rayonier Merger

A PotlatchDeltic executive's beneficial ownership of common stock and performance share awards ceased following the company's merger with Rayonier Inc.

Summary

• William R. DeReu, Vice President, Real Estate of PotlatchDeltic Corp, reported changes in beneficial ownership.
• The changes are a direct result of the merger between PotlatchDeltic Corp and Rayonier Inc., which became effective around January 29-30, 2026.
• Each outstanding share of PotlatchDeltic Common Stock was converted into 1.8185 Rayonier common shares and $0.61 in cash, without interest.
• Mr. DeReu disposed of 77,935.732 shares of PotlatchDeltic Common Stock on January 30, 2026, resulting in 0 shares beneficially owned directly.
• His 27,395.237 PotlatchDeltic Performance Share Awards were converted into Rayonier Restricted Stock Unit (RSU) awards on January 29-30, 2026.
• The performance criteria for these awards were deemed achieved based on the greater of target performance or actual performance prior to the merger.
• Following these transactions, Mr. DeReu no longer holds direct beneficial ownership in PotlatchDeltic Corp securities.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive development for the reporting person, as their equity awards were converted favorably, and the merger itself represents a strategic move for the underlying assets, albeit for the acquiring entity.

Positives

• The merger with Rayonier Inc. has been completed, providing former PotlatchDeltic shareholders with a combination of Rayonier common shares and cash.
• Performance share awards were converted into Rayonier RSUs, with performance criteria deemed achieved at the greater of target or actual performance, potentially maximizing value for award holders.

Negatives

• PotlatchDeltic Corp common stock is no longer independently traded, as the company merged into a subsidiary of Rayonier Inc.

Future Outlook

The filing indicates the completion of the merger, meaning PotlatchDeltic Corp no longer operates as an independent public entity. Future performance and outlook for former PotlatchDeltic shareholders will now be tied to Rayonier Inc.

Industry Context

StockSavvy.ai notes that the merger of PotlatchDeltic and Rayonier creates a larger, more diversified timberland REIT, potentially enhancing scale and operational efficiencies within the forest products and real estate sectors. This consolidation trend is common in mature industries seeking synergies and market leadership.

Comparison to Industry Standards

• StockSavvy.ai observes that the equity award exchange ratio and cash consideration are specific to this particular merger. Without details on the pre-merger valuations of PotlatchDeltic and Rayonier, a direct comparison to industry-standard merger premiums or similar transactions (e.g., Weyerhaeuser's acquisitions or other timberland REIT mergers) is not feasible from this filing alone.
• The conversion of performance awards into RSUs with performance criteria deemed achieved at the greater of target or actual performance is a common practice in M&A to ensure executive retention and fair treatment of equity awards during a change of control.

Stakeholder Impact

• Shareholders (former PCH): Received Rayonier common shares and cash, effectively becoming Rayonier shareholders.
• Employees (former PCH): Equity awards converted to Rayonier RSUs, subject to new terms, potentially impacting retention and compensation structure.

Next Steps

• Former PotlatchDeltic shareholders will now hold shares in Rayonier Inc. and receive cash consideration.
• The converted Rayonier RSU awards will be subject to the terms of the applicable Issuer equity plan and agreement, including any double-trigger vesting acceleration entitlements.

Key Dates

Keywords

PotlatchDeltic, PCH, Rayonier, RYN, Merger, Acquisition, Form 4, Beneficial Ownership, Insider Trading, Performance Share Award, Restricted Stock Unit, Corporate Governance