POTLATCHDELTIC CORP 8-K

What Happened

• PotlatchDeltic Corporation filed an 8‑K on February 2, 2026 reporting completion of a merger under the parties’ Merger Agreement. At the “Effective Time,” PotlatchDeltic’s Fourth Restated Certificate of Incorporation and Amended and Restated Bylaws ceased to be in effect and the Certificate of Formation and Limited Liability Company Agreement of Redwood Merger Sub, LLC became the governing Certificate of Formation and LLC Agreement of the surviving entity. The filing incorporates the Merger Agreement (dated October 13, 2025) by reference and attaches the new Certificate of Formation and Limited Liability Company Agreement as Exhibits 3.1 and 3.2.

Key Details

• Filing date: February 2, 2026 (Form 8‑K; Accession No. 0001193125-26-032108).
• Merger Agreement (Agreement and Plan of Merger dated Oct 13, 2025) is incorporated by reference as Exhibit 2.1.
• Corporate charter and bylaws were replaced at the Effective Time by the Certificate of Formation and LLC Agreement of the surviving entity (Exhibits 3.1, 3.2).
• The 8‑K also reports items related to change in control (Item 5.01), a notice of delisting or failure to satisfy continued listing standards (Item 3.01), material modification to security holder rights (Item 3.03), and director/officer changes (Item 5.02).

Why It Matters

• This filing confirms a completed merger that changes the company’s legal form and governance documents — a material corporate event that can affect shareholder rights, voting, and how the business is governed going forward.
• The inclusion of a delisting/failure-to-meet-listing‑standards notice and change‑in‑control disclosures indicates there may be implications for the company’s exchange listing and for public shareholders; investors should review the attached Merger Agreement and new formation documents and watch for follow‑up communications (e.g., tender/exit procedures, exchange notices).
• Shareholders concerned about voting, conversion mechanics, timing, or compensation should look for the company’s further filings or investor communications that provide specifics on how their shares were treated in the merger.