Form 4: PotlatchDeltic VP Converts Shares in Rayonier Merger

PotlatchDeltic's VP of Human Resources converted common stock and performance share awards into Rayonier shares and cash following the company's merger with Rayonier.

Summary

• Robert L. Schwartz, VP of Human Resources for PotlatchDeltic Corp (PCH), reported changes in beneficial ownership related to the company's merger with Rayonier Inc.
• The merger, based on an Agreement and Plan of Merger dated October 13, 2025, resulted in PotlatchDeltic merging into Redwood Merger Sub, LLC, a wholly-owned subsidiary of Rayonier, with Merger Sub surviving.
• At the effective time of the merger, each outstanding share of PotlatchDeltic Common Stock was automatically converted into the right to receive 1.8185 Rayonier common shares and $0.61 in cash, plus any fractional share consideration.
• Outstanding restricted stock units (RSUs) converted into Rayonier RSU awards, adjusted by an equity award exchange ratio and rounded to the nearest whole number of shares, retaining original terms including double-trigger vesting acceleration.
• Performance share awards converted into Rayonier RSU awards, with performance-based criteria deemed achieved at the greater of target or actual performance, adjusted by the equity award exchange ratio, and retaining original terms (excluding performance criteria vesting).
• Mr. Schwartz disposed of 55,817.079 shares of Common Stock on January 30, 2026, resulting in 0 shares beneficially owned directly.
• Mr. Schwartz also had a Performance Share Award of 20,722.404 shares acquired on January 29, 2026, and subsequently disposed of on January 30, 2026, resulting in 0 derivative securities beneficially owned directly.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive confirmation of the merger's completion, providing clarity on the conversion of equity awards for insiders and the finalization of the corporate action.

Positives

• The successful completion of the merger provides clarity and value realization for PotlatchDeltic shareholders and equity award holders.
• Equity award holders, including the reporting person, received Rayonier equity awards, maintaining their investment in the combined entity with certain vesting protections.

Negatives

• PotlatchDeltic Corp common stock ceased to exist as an independent public entity following the merger.

Future Outlook

This filing primarily reports a completed corporate action (merger conversion) and does not provide forward-looking statements or guidance for the former PotlatchDeltic Corp. The future outlook would now pertain to Rayonier Inc.

Industry Context

StockSavvy.ai notes this Form 4 confirms the operational completion of the merger between PotlatchDeltic and Rayonier, signifying a consolidation within the timberland and real estate investment trust (REIT) sector. This strategic move by Rayonier aims to enhance its asset base and market position, reflecting a broader trend of scale and efficiency pursuits in the industry.

Stakeholder Impact

• Shareholders of PotlatchDeltic received a combination of Rayonier common shares and cash, effectively converting their investment into the acquiring entity.
• Employees holding restricted stock units and performance share awards, such as the reporting person, had their awards converted into Rayonier restricted stock unit awards, maintaining their equity interest in the combined company under similar vesting terms.

Key Dates

Keywords

PotlatchDeltic, PCH, Rayonier, Merger, Form 4, Insider Transaction, Common Stock, Performance Share Award, RSU, Corporate Action, Equity Conversion