CREMERS ERIC J 4
4 · POTLATCHDELTIC CORP · Filed Feb 2, 2026
Research Summary
AI-generated summary of this filing
PotlatchDeltic (PCH) CEO Eric Cremers Receives Award, Sells/Surrenders Shares
What Happened
- Eric J. Cremers, President & CEO and a director of PotlatchDeltic (PCH), had a total of 479,799.476 PCH shares/awards disposed/converted around the company’s merger into Rayonier.
- Disposition to issuer (conversion/surrender) of 324,105.195 PCH common shares on 2026-01-30.
- Grant/award (derivative) of 155,694.281 RSU-equivalent shares on 2026-01-29 at $0.00, followed by disposition to the issuer of those 155,694.281 derivative shares on 2026-01-30.
- Under the merger terms, each PCH share was converted into 1.8185 Rayonier common shares plus $0.61 cash (per share), so the 479,799.476 PCH shares converted into roughly 872,515 Rayonier shares and about $292,678 in cash (before any fractional-share adjustments). The derivative awards converted into Rayonier RSU awards per the merger terms.
Key Details
- Transaction dates: 2026-01-29 (award of 155,694.281 derivative shares), 2026-01-30 (dispositions of 324,105.195 common shares and 155,694.281 derivative shares).
- Report filed with SEC: Form 4 filed 2026-02-02 (covers transactions dated 2026-01-29/30).
- Prices / values shown on Form 4: Award listed at $0.00 (derivative grant); dispositions show N/A. Per merger terms, each PCH share converted into 1.8185 Rayonier shares + $0.61 cash.
- Shares affected (total): 479,799.476 PCH shares/awards. Resulting Rayonier consideration ~872,515 shares + ~$292,678 cash (approximate).
- Footnotes: Merger Agreement (Oct 13, 2025) conversion mechanics: common shares converted for Rayonier shares + $0.61 cash; restricted stock units and performance awards converted into Rayonier RSU awards (with treatment for dividend equivalents, rounding, and any double-trigger vesting acceleration per the agreements).
- Shares owned after transaction: not specified on the Form 4 (filing shows conversion/surrender in connection with merger).
- Filing timeliness: Form 4 filed 2026-02-02. The filing does not indicate a late-report designation.
Context
- These are not open-market sales but corporate-merger conversions/surrenders under the merger agreement with Rayonier. Such filings reflect the mechanics of the deal (share-for-share exchange plus cash), not a voluntary sale or purchase indicating insider sentiment.
- The derivative entries reflect conversion of PotlatchDeltic RSUs/performance awards into Rayonier RSU awards as described in the filing (see footnotes for conversion method and vesting considerations).
Insider Transaction Report
Form 4Exit
CREMERS ERIC J
DirectorPresident and CEO
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-01-30−324,105.195→ 0 total - Award
Performance Share Award
[F3]2026-01-29+155,694.281→ 155,694.281 total→ Common Stock (155,694.281 underlying) - Disposition to Issuer
Performance Share Award
[F3]2026-01-30−155,694.281→ 0 total→ Common Stock (155,694.281 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