POTLATCHDELTIC CORP·4

Feb 2, 4:15 PM ET

Tyler Michele 4

4 · POTLATCHDELTIC CORP · Filed Feb 2, 2026

Research Summary

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POTLATCHDELTIC (PCH) VP Tyler Michele Receives RSUs, Sells Shares

What Happened
Tyler Michele, VP, General Counsel & Corporate Secretary of PotlatchDeltic (PCH), received 34,323.679 derivative shares (Rayonier RSU awards) on 2026-01-29 and had a total of 81,567.442 shares disposed to the issuer on 2026-01-30 (47,243.763 common shares and 34,323.679 derivative shares). The award shows $0.00 paid (derivative grant) and the dispositions are reported as "Disposition to the issuer" (no open-market sale price reported). These transactions were part of the company’s merger into Rayonier, not routine open-market buys/sells.

Key Details

  • Dates and actions:
    • 2026-01-29: Grant/acquisition of 34,323.679 derivative shares @ $0.00 (Rayonier RSU award).
    • 2026-01-30: Disposition to the issuer of 47,243.763 common shares (N/A price).
    • 2026-01-30: Disposition to the issuer of 34,323.679 derivative shares (N/A price).
  • Total shares disposed to issuer: 81,567.442.
  • Shares owned after transaction: Not specified on the Form 4; transactions reflect merger conversion and surrender/transfer to issuer.
  • Footnotes of note:
    • F1: At the merger Effective Time, each PotlatchDeltic common share converted into 1.8185 Rayonier common shares plus $0.61 cash (plus fractional share treatment).
    • F2–F3: Outstanding RSUs and performance awards converted into Rayonier RSU awards per the merger terms (including dividend equivalents and certain vesting treatment).
  • Filing timeliness: Reported on 2026-02-02 for transactions dated 2026-01-29 and 01-30 — appears timely under Form 4 rules.

Context: These were merger-related conversions and dispositions (not open-market trades). The derivative line reflects conversion of PotlatchDeltic RSUs into Rayonier RSU awards and subsequent disposition to the issuer per the Merger Agreement. No cash purchase or speculative trading signal is indicated by these filings.

Insider Transaction Report

Form 4Exit
Period: 2026-01-29
Tyler Michele
VP, General Counsel & Corp Sec
Transactions
  • Disposition to Issuer

    Common Stock

    [F1][F2]
    2026-01-3047,243.7630 total
  • Award

    Performance Share Award

    [F3]
    2026-01-29+34,323.67934,323.679 total
    Common Stock (34,323.679 underlying)
  • Disposition to Issuer

    Performance Share Award

    [F3]
    2026-01-3034,323.6790 total
    Common Stock (34,323.679 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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