COVEY MICHAEL J 4

4 · POTLATCHDELTIC CORP · Filed Feb 2, 2026

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Updated Feb 2, 2026

POTLATCHDELTIC (PCH) Director Michael J. Covey Surrenders 127,072 Shares

What Happened

Michael J. Covey, a director of PotlatchDeltic Corp (PCH), recorded a disposition to the issuer on 2026-01-30 for 127,071.609 shares (Form 4 code D — disposition). No cash sale price is reported because the shares were converted under the merger agreement.
Under the merger terms, each PotlatchDeltic share converted into 1.8185 Rayonier common shares plus $0.61 in cash. The surrendered 127,071.609 PCH shares equate to approximately 231,079.72 Rayonier shares and about $77,513.68 in cash (before any rounding/fractional-share adjustments).

Key Details

Transaction date: 2026-01-30; Form 4 filed: 2026-02-02 (timely within required reporting window).
Transaction type: Disposition to issuer (D) due to merger; reported price: N/A (conversion, not an open-market sale).
Shares surrendered: 127,071.609 PCH common shares.
Conversion outcome (per merger): ~231,079.72 Rayonier common shares + ~$77,513.68 cash; fractional-share and rounding rules/consideration apply.
Footnotes: F1 describes the merger with Rayonier and per-share conversion terms; F2 explains that outstanding restricted stock units converted into Rayonier RSU awards (rounded as specified and subject to original plan terms).
Shares owned after transaction: not specified in the filing.

Context

This disposition is a corporate-merger conversion, not a market sale — it reflects the merger consideration (stock + cash) paid to PCH shareholders at the effective time.
The RSU conversion note means any former PCH RSUs became Rayonier RSU awards, potentially with rounding to whole shares and subject to prior award terms (including any double-trigger vesting provisions).

Form 4Exit

Period: 2026-01-30

Director

Transactions

Footnotes (2)

[F1]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.
[F2]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).

Signature

/s/ Michele L. Tyler, Attorney-in-Fact|2026-02-02

1 file