Smith Glen F 4
4 · POTLATCHDELTIC CORP · Filed Feb 2, 2026
Research Summary
AI-generated summary of this filing
PCH Chief Accounting Officer Glen Smith Receives Award, Sells Shares
What Happened
- Glen F. Smith, Chief Accounting Officer of PotlatchDeltic Corp (PCH), had equity converted and settled in connection with the company’s merger into Rayonier. Per the Form 4, Smith was granted 9,633.227 derivative shares (Rayonier RSU-equivalents) on 2026-01-29 (price reported $0.00) and had two dispositions to the issuer: 9,846.411 PCH shares on 2026-01-30 and 9,633.227 derivative shares on 2026-01-30. The disposals are reported as “to the issuer” and no dollar proceeds are listed (N/A), consistent with merger conversion/settlement mechanics rather than an open-market sale.
Key Details
- Transaction dates: 2026-01-29 (award/acquisition of 9,633.227 derivative shares at $0.00) and 2026-01-30 (dispositions of 9,846.411 and 9,633.227 shares to the issuer).
- Transaction types/codes: A = Award/Grant (derivative RSU conversion); D = Disposition to issuer (merger settlement).
- Reported prices/values: Award shown at $0.00; disposals list price/proceeds as N/A (merger consideration/cash conversion applied).
- Shares involved: Total disposed ≈ 19,479.638 shares (9,846.411 + 9,633.227).
- Shares owned after transaction: Not disclosed in the provided data.
- Filing timeliness: Form filed 2026-02-02 for transactions on 2026-01-29/30; filing appears timely under the 2-business-day Form 4 rule.
Context
- These entries reflect the equity conversion and settlement provisions of the Merger Agreement between PotlatchDeltic and Rayonier (Effective Time). Under the merger terms (footnotes), each PotlatchDeltic share converted into Rayonier common shares plus $0.61 cash, and outstanding RSUs/performance awards converted into Rayonier RSU awards per the exchange ratio and specified rounding/vesting rules. This is a corporate transaction, not an open-market buy or sell driven by the insider’s investment decision.
Insider Transaction Report
Form 4Exit
Smith Glen F
Chief Accounting Officer
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-01-30−9,846.411→ 0 total - Award
Performance Share Award
[F3]2026-01-29+9,633.227→ 9,633.227 total→ Common Stock (9,633.227 underlying) - Disposition to Issuer
Performance Share Award
[F3]2026-01-30−9,633.227→ 0 total→ Common Stock (9,633.227 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