COVEY MICHAEL J 4

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).