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PotlatchDeltic (PCH) investor relations material

PotlatchDeltic Proxy Filing summary

Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.
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Proxy Filing summary23 Dec, 2025

Executive summary

  • Rayonier and PotlatchDeltic have agreed to a merger of equals, with PotlatchDeltic merging into a Rayonier subsidiary, creating a combined company with approximately 4.2 million acres of timberlands and expanded wood products operations.

  • PotlatchDeltic shareholders will receive 1.8185 Rayonier shares and $0.61 in cash per share, adjusted for a special dividend, with the combined company owned 54% by Rayonier shareholders and 46% by PotlatchDeltic shareholders.

  • The merger is expected to close in Q1 2026, subject to shareholder and regulatory approvals, and will result in PotlatchDeltic stock being delisted from Nasdaq.

Voting matters and shareholder proposals

  • Rayonier shareholders will vote on issuing new shares for the merger and on the potential adjournment of their special meeting.

  • PotlatchDeltic stockholders will vote on the merger agreement, a non-binding advisory vote on executive compensation related to the merger, and the potential adjournment of their special meeting.

  • Both boards unanimously recommend voting in favor of all proposals.

Board of directors and corporate governance

  • The combined board will have 10 directors: 4 from each legacy board plus the CEOs of both companies.

  • Mark D. McHugh will serve as CEO and Eric J. Cremers as Executive Chair for two years, with removal requiring a 75% board vote during that period.

  • The headquarters will be in the Greater Atlanta Metro Area.

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Frequently asked questions

PotlatchDeltic Corporation, a leading Real Estate Investment Trust (REIT), owns 1.8 million acres of timberlands in Alabama, Arkansas, Idaho, Louisana, Minnesota and Mississippi. Through its taxable REIT subsidiary, the company also operates six sawmills, an industrial-grade plywood mill, a residential and commercial real estate development business and a rural timberland sales program. PotlatchDeltic is committed to sustainability and to responsible governance.

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