Form 4: PotlatchDeltic Officer's Equity Converted in Rayonier Merger

PotlatchDeltic Chief Accounting Officer Glen F. Smith's equity holdings converted into Rayonier shares and cash following the company's merger with Rayonier Inc.

Summary

• PotlatchDeltic Corp (PCH) merged with and into Redwood Merger Sub, LLC, a wholly-owned subsidiary of Rayonier Inc. ('Rayonier'), with Merger Sub surviving as a direct, wholly-owned subsidiary of Rayonier.
• The merger was executed pursuant to an Agreement and Plan of Merger dated October 13, 2025.
• At the Effective Time of the merger, each outstanding share of PotlatchDeltic Common Stock was converted into the right to receive 1.8185 Rayonier common shares and $0.61 in cash, without interest, plus any fractional share consideration.
• Glen F. Smith, Chief Accounting Officer, disposed of 9,846.411 shares of PotlatchDeltic Common Stock on January 30, 2026, resulting in 0 shares beneficially owned.
• Outstanding restricted stock units (RSUs) converted into Rayonier RSU awards, taking into account dividend equivalents and based on the equity award exchange ratio, subject to existing terms and double-trigger vesting acceleration.
• Performance share awards converted into Rayonier RSU awards, with performance criteria deemed achieved based on the greater of target or actual performance, taking into account dividend equivalents and multiplied by the equity award exchange ratio, subject to existing terms and double-trigger vesting acceleration.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive development, as it confirms the successful completion of a previously announced merger, providing PotlatchDeltic shareholders with the agreed-upon consideration and executives with converted equity incentives.

Positives

• The successful completion of the merger provides PotlatchDeltic shareholders with a defined return in the form of Rayonier shares and cash.
• The conversion of equity awards (RSUs and performance shares) into Rayonier RSU awards ensures continuity of equity incentives for executives like Glen F. Smith within the new corporate structure, retaining double-trigger vesting acceleration entitlements.

Negatives

• PotlatchDeltic Corp ceases to exist as an independent publicly traded entity following the merger.

Industry Context

StockSavvy.ai notes that this merger represents a significant consolidation within the timberland and real estate investment trust (REIT) sector, combining two major players. Such strategic moves are often driven by desires for increased scale, operational efficiencies, and enhanced market positioning in a competitive industry.

Stakeholder Impact

• Shareholders of PotlatchDeltic Corp received consideration in the form of Rayonier common shares and cash, concluding their investment in the independent entity.
• Employees holding equity awards, such as Chief Accounting Officer Glen F. Smith, had their awards converted into Rayonier RSU awards, maintaining their incentive structure within the new combined entity.

Key Dates

Keywords

PotlatchDeltic, Rayonier, Merger, SEC Form 4, Insider Transaction, Equity Conversion, Common Stock, Restricted Stock Units, Performance Share Award