PotlatchDeltic (PCH) Proxy Filing summary

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.