|4Feb 2, 4:15 PM ET

Ball Darin Robert 4

4 · POTLATCHDELTIC CORP · Filed Feb 2, 2026

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POTLATCHDELTIC (PCH) VP Darin Ball Receives then Relinquishes RSUs

What Happened
Darin Robert Ball, Vice President — Timberlands at PotlatchDeltic (PCH), reported a set of merger-related transactions. On Jan 29, 2026 he was credited with a derivative award of 22,434.248 shares (Rayonier-referenced restricted stock unit conversion reported as an acquisition at $0.00). On Jan 30, 2026 the filing shows dispositions to the issuer of 53,119.905 common shares and 22,434.248 derivative shares — together totaling 75,554.153 PCH shares/award units surrendered in connection with the merger. The filing was submitted Feb 2, 2026.

Key Details

  • Transaction dates: Jan 29, 2026 (grant/conversion of 22,434.248 RSU-equivalent units); Jan 30, 2026 (dispositions of 53,119.905 shares and 22,434.248 derivative units). Filing date: Feb 2, 2026.
  • Reported prices: Acquired derivative units at $0.00 (routine conversion); dispositions listed as N/A (surrendered to issuer in merger).
  • Merger consideration (per filing footnote): each PCH share converted into 1.8185 Rayonier common shares plus $0.61 cash (no interest), with fractional-share treatment per the merger terms. Using that formula, Ball’s 75,554.153 PCH shares converted into roughly 137,395 Rayonier shares and about $46k cash (approximate).
  • Shares owned after transaction: not stated in the Form 4 excerpt provided.
  • Footnotes: conversions and disposals occurred under the Agreement and Plan of Merger (Oct 13, 2025) and reflect conversion of restricted stock units and performance awards into Rayonier RSU awards (see F2/F3 for treatment, including rounding and double-trigger provisions where applicable).
  • Timing/filing: Form 4 filed Feb 2, 2026; no late-filing flag noted in the data provided.

Context
These entries reflect merger mechanics (equity conversion and surrender) rather than an open-market sale or a purchase decision by the insider. The "acquisition" line is the conversion of PotlatchDeltic RSUs/performance awards into Rayonier RSU awards, and the subsequent "dispositions to issuer" reflect surrender/exchange under the merger terms — not a typical sell for cash on the market.

Insider Transaction Report

Form 4Exit
Period: 2026-01-29
Ball Darin Robert
Vice President, Timberlands
Transactions
  • Disposition to Issuer

    Common Stock

    [F1][F2]
    2026-01-3053,119.9050 total
  • Award

    Performance Share Award

    [F3]
    2026-01-29+22,434.24822,434.248 total
    Common Stock (22,434.248 underlying)
  • Disposition to Issuer

    Performance Share Award

    [F3]
    2026-01-3022,434.2480 total
    Common Stock (22,434.248 underlying)
Footnotes (3)
  • [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).
  • [F3]At the Effective Time, each performance share award converted into a Rayonier RSU award based on the shares of Common Stock underlying the performance share award determined by deeming any applicable performance-based criteria achieved based on the greater of the Issuer's target performance or actual performance, as calculated on the latest practicable date prior to the Effective Time, taking into account any dividend equivalents, multiplied by the equity award exchange ratio, 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 performance share award agreement in effect immediately prior to the Effective Time (including any double-trigger vesting acceleration entitlements and excluding any vesting terms related to the satisfaction of performance criteria).
Signature
/s/ Michele L. Tyler, Attorney-in-Fact|2026-02-02

Documents

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