CREMERS ERIC J 4

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).