PotlatchDeltic Corp. Files 8-K: Agreements, Officer Changes, and Filings

TL;DR

PDT filed an 8-K detailing new agreements, exec changes, and financial updates.

AI Summary

On October 13, 2025, PotlatchDeltic Corp. entered into a material definitive agreement. The company also reported the departure of directors or certain officers, the election of directors, and changes in compensatory arrangements for certain officers. Additionally, a Regulation FD disclosure was made, and financial statements and exhibits were filed.

Why It Matters

This 8-K filing indicates significant corporate actions including new agreements and changes in leadership or compensation, which could impact the company's strategic direction and investor relations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and changes in officers/directors, which can introduce uncertainty or signal strategic shifts.

Key Players & Entities

• POTLATCHDELTIC CORP (company) — Registrant
• October 13, 2025 (date) — Earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 1-32729 (commission_file_number) — SEC File Number
• 82-0156045 (ein) — EIN

FAQ

Key Financial Figures

• $1.00 — nge on which registered Common Stock ($1.00 par value) PCH Nasdaq Global Select
• $1.40 — declared a one-time special dividend of $1.40 per share, consisting of up to 25% in c
• $138,000,000 — a termination fee to Rayonier equal to $138,000,000 if: the Merger Agreement is terminate
• $159,000,000 — mination fee to PotlatchDeltic equal to $159,000,000 if: the Merger Agreement is terminate

Filing Documents

• d936326d8k.htm (8-K) — 67KB
• d936326dex21.htm (EX-2.1) — 706KB
• d936326dex991.htm (EX-99.1) — 40KB
• 0001193125-25-237912.txt ( ) — 1110KB
• pch-20251013.xsd (EX-101.SCH) — 3KB
• pch-20251013_lab.xml (EX-101.LAB) — 18KB
• pch-20251013_pre.xml (EX-101.PRE) — 11KB
• d936326d8k_htm.xml (XML) — 4KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 13, 2025 POTLATCHDELTIC CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-32729 82-0156045 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 601 West First Avenue , Suite 1600 Spokane , Washington 99201 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (509) 835-1500 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock ($1.00 par value) PCH Nasdaq Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item1.01 Entry into a Material Definitive Agreement. On October 13, 2025, PotlatchDeltic Corporation, a Delaware corporation (" PotlatchDeltic "), entered into an Agreement and Plan of Merger (" Merger Agreement ") with Rayonier Inc., a North Carolina corporation (" Rayonier "), and Redwood Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Rayonier (" Merger Sub "). The Merger Agreement provides for the combination of PotlatchDeltic and Rayonier in an all-stock merger of equals transaction upon the terms and subject to the conditions set forth in the Merger Agreement. The combined company will operate under a new name to be announced prior to the closing and will be headquartered in Atlanta, Georgia. The board of directors of each of PotlatchDeltic and Rayonier have unanimously approved the Merger Agreement and the transactions contemplated thereby. The board of directors of PotlatchDeltic has resolved to recommend to its stockholders to adopt the Merger Agreement, subject to its terms and conditions, and the board of directors of Rayonier has resolved to recommend to its shareholders to vote in favor of the issuance of Rayonier Common Shares (as defined below) in connection with the Merger (as defined below). The Merger Upon the terms and subject to the conditions set forth in the Merger Agreement, PotlatchDeltic will merge with and into Merger Sub (" Merger "), with Merger Sub continuing as the surviving entity in the Merger and a direct wholly owned subsidiary of Rayonier. At the effective time of the Merger (the " Effective Time "), each share of common stock, par value $1.00 per share of PotlatchDeltic (" PotlatchDeltic Common Stock "), issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) will be automatically converted into the right to receive 1.7339 (the " Exchange Ratio ") shares of Rayonier common shares, no par value (" Rayonier Common Shares "), plus cash in lieu of fractional shares of Rayonier Common Shares, if any (the " Merger Consideration "). In addition, concurrently with the announcement of the Merger Agreement, on October 13, 2025, Rayonier declared a one-time special dividend of $1.40 per share, consisting of up to 25% in cash and the remainder in Rayonier Common Shares, which is payable on December 12, 2025 to holders of record of Rayonier Common Shares on October 24, 2025 (the " Special Dividend "). To equalize the economic impact of the Special Dividend, the parties have agreed that the Merger Consideration will be adjusted upon the record date of the Special Dividend (and calculated immediately following the distribution date of the Special Dividend). With respect to the stock allocation of the Special Dividend, the Exchange Ratio will be increased to a new exchange ratio (the " Adjusted Exchange Ratio ") that is equal to (i) the Exchange Ratio plus (ii) the product of (a) the Exchange Ratio and (b) the difference of (1) a ratio of (A) the number of issued

View Full Filing

View this 8-K filing on SEC EDGAR