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): January 2730, 2026

POTLATCHDELTIC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		1-32729		82-0156045
(State or other jurisdiction of incorporation)		(CommissionFile Number)		(IRS Employer Identification No.)

(Redwood Merger Sub, LLC, as successor by merger to 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. ☐

~~Item~~Introductory ~~5.07~~Note ~~Submission of Matters to a Vote of Security Holders.~~

On January 2730, 2026, ~~PotlatchDeltic~~pursuant ~~Corporation,~~to athe ~~Delaware~~Agreement ~~corporation~~and ~~(“PotlatchDeltic”),~~Plan ~~held a special meeting~~ of ~~stockholders~~Merger (the “~~Special~~Merger ~~Meeting~~Agreement”), ~~for~~dated ~~PotlatchDeltic’s~~as ~~stockholders to vote on the matters described below in connection with the merger~~ of ~~equals~~October 13, ~~transaction~~2025, ~~contemplated~~ by ~~the Agreement~~ and ~~Plan~~among ofPotlatchDeltic ~~Merger~~Corporation, ~~dated~~a asDelaware ofcorporation ~~October 13,~~(“PotlatchDeltic” ~~2025~~or (the “~~Merger Agreement~~Company”), ~~by and among PotlatchDeltic,~~ 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”). Upon~~ the ~~terms~~“Company ~~and~~Surviving ~~subject to the conditions of the Merger Agreement~~Entity”), PotlatchDeltic ~~will~~merged ~~merge~~ with and into ~~Merger~~the ~~Sub~~Company ~~(the~~Surviving ~~“Merger”)~~Entity, with ~~Merger~~the ~~Sub~~Company ~~surviving~~Surviving ~~the~~Entity ~~Merger~~continuing as ~~a direct, wholly owned subsidiary of Rayonier. The Merger is expected to be completed on or around January 30, 2026, subject to~~ the ~~satisfaction~~surviving orcorporation ~~waiver of~~ (the ~~remaining customary closing conditions~~“Merger”).

AItem ~~total of 65,418,226 shares of common stock, par value $1~~2.0001 ~~per~~Completion ~~share,~~ of ~~PotlatchDeltic~~Acquisition (“PotlatchDeltic Common Stock”), out of a total of 77,416,980 shares of PotlatchDeltic Common Stock outstanding and entitled to vote as of the close of business on December 26, 2025, the record date for the Special Meeting, were present via the Special Meeting website or ~~represented~~Disposition ~~by proxy, constituting a quorum with respect to a vote on each~~ of ~~the proposals described below~~Assets.

~~Each~~The ~~proposal~~information isset ~~described~~forth in ~~detail in~~ the ~~definitive~~Introductory ~~joint~~Note ~~proxy~~of ~~statement/prospectus~~this ~~filed~~Current ~~with~~Report ~~the Securities and Exchange Commission~~ on ~~December 23,~~Form ~~2025.~~8-K ~~The~~is ~~final~~incorporated ~~voting~~by ~~results~~reference ~~for~~into ~~each~~this ~~proposal~~Item ~~are presented below~~2.01.

~~Proposal~~At the effective time of the Merger (the “Effective Time”), each share of the common stock of PotlatchDeltic, par value $1:.00 per share (the “PotlatchDeltic Common Stock”), that was outstanding immediately prior to the effective time of the Merger ~~Agreement~~(the ~~Proposal~~“Effective Time”) was canceled and converted into the right to receive 1.8185 (the “Adjusted Exchange Ratio”) Rayonier common shares, no par value (the “Rayonier Common Shares”) and $0.61 in cash (together, the “Merger Consideration”). No fractional Rayonier Common Shares were issued in the Merger, and holders of PotlatchDeltic Common Stock are entitled to receive cash in lieu of any such fractional shares.

~~Proposal~~At 1the ~~considered~~Effective atTime, each PotlatchDeltic restricted stock unit award (“PotlatchDeltic RSU”) outstanding immediately prior to the ~~Special~~Effective ~~Meeting~~Time was aconverted ~~proposal~~into toa ~~approve~~Rayonier ~~the~~restricted ~~adoption~~stock ofunit ~~the~~award ~~Merger~~(“Rayonier ~~Agreement,~~RSU”) ~~pursuant~~with respect to ~~which~~a ~~PotlatchDeltic~~number ~~will~~of beRayonier ~~merged~~Common ~~with~~Shares ~~and~~calculated ~~into~~based ~~Merger~~on ~~Sub,~~the ~~with~~number ~~Merger~~of ~~Sub~~shares ~~continuing~~of asPotlatchDeltic Common Stock underlying the ~~surviving~~applicable ~~entity~~PotlatchDeltic RSU multiplied by 1.8449 (the “~~PotlatchDeltic~~Equity ~~Merger~~Award ~~Agreement~~Exchange ~~Proposal~~Ratio”)., ~~The~~rounded ~~PotlatchDeltic~~to ~~Merger~~the ~~Agreement~~nearest ~~Proposal~~whole ~~was~~number ~~approved,~~of asshares. ~~indicated below:~~

For		Against		Abstentions		Broker Non-Votes
65,171,046		79,564		167,616		0

At the Effective Time, each PotlatchDeltic performance share award (“PotlatchDeltic PSA”) was converted into a Rayonier RSU award with respect to a number of Rayonier Common Shares calculated based on the number of shares of PotlatchDeltic Common Stock underlying the applicable PotlatchDeltic PSA, which was determined by deeming any performance-based criteria applicable to such PotlatchDeltic PSA achieved at 100%, 176.19% and 100% of target performance in respect of awards granted in 2024, 2025, and 2026, respectively, multiplied by the Equity Award Exchange Ratio, rounded to the nearest whole number of shares.

~~Proposal~~At 2:the Effective Time, each PotlatchDeltic ~~Merger-Related~~stock ~~Compensation~~equivalent ~~Proposal~~unit (“PotlatchDeltic Stock Equivalent Unit”) outstanding immediately prior to the Effective Time was converted into a stock equivalent unit with respect to a number of Rayonier Common Shares calculated based on the number of shares of PotlatchDeltic Common Stock underlying the applicable PotlatchDeltic Stock Equivalent Unit multiplied by the Equity Award Exchange Ratio, rounded to the nearest whole number of shares.

~~Proposal~~At 2the ~~considered~~Effective atTime, ~~the~~each ~~Special~~outstanding ~~Meeting~~PotlatchDeltic stock option (“PotlatchDeltic Option”) was aconverted ~~proposal~~into tothe ~~approve,~~right onto receive a ~~non-binding~~number ~~advisory~~of ~~basis~~Rayonier Common Shares, equal to (i) the ~~compensation~~Equity ~~that~~Award ~~may~~Exchange beRatio ~~paid~~multiplied orby ~~become~~(ii) the ~~payable~~quotient toof ~~PotlatchDeltic’s~~(a) the ~~named~~total ~~executive~~value ~~officers~~of inall ~~connection~~options ~~with~~held ~~the~~by ~~transactions~~such ~~contemplated~~holder bybased on the Merger ~~Agreement~~Consideration Value (which shall be the ~~“PotlatchDeltic~~product ~~Merger~~of the average of the closing-~~Related~~sale ~~Compensation~~price ~~Proposal”~~of a Rayonier Common Share for the consecutive period of five (5). trading ~~The~~days ~~PotlatchDeltic~~ending on the trading day preceding the Closing Date, and the Equity Award Exchange Ratio) less the applicable exercise prices of such options, divided by (b) the Merger~~-Related~~ ~~Compensation~~Consideration ~~Proposal~~Value. ~~was~~Notwithstanding ~~not~~the ~~approved~~foregoing, at the Effective Time, each PotlatchDeltic Option outstanding with an exercise price equal to or greater than the Merger Consideration Value as ~~indicated~~of ~~below:~~immediately prior to the Effective Time was canceled for no consideration.

For		Against		Abstentions		Broker Non-Votes
18,591,498		46,538,257		288,471		0

The issuance of Rayonier Common Shares in connection with the Merger, as described above, was registered under the Securities Act of 1933, as amended, pursuant to Rayonier’s registration statement on Form S-4 (File No. 333-292031), filed with the Securities and Exchange Commission (the “SEC”) and declared effective on December 23, 2025.

~~Given~~The ~~that~~forgoing ~~there~~description ~~was~~of athe ~~quorum~~transactions ~~present~~consummated ~~and~~pursuant ~~there~~to ~~were sufficient proxies at~~ the ~~time~~Merger ofAgreement ~~the~~does ~~Special~~not ~~Meeting~~purport to ~~approve~~be ~~the~~complete ~~PotlatchDeltic~~and ~~Merger~~is ~~Agreement~~qualified ~~Proposal,~~in noits ~~adjournment~~entirety ofby ~~the~~reference ~~meeting~~to ~~was~~the ~~determined~~Merger toAgreement, bewhich ~~necessary~~was orfiled ~~appropriate,~~as ~~and~~Exhibit ~~accordingly,~~2.1 ~~the~~to ~~Special~~PotlatchDeltic’s ~~Meeting~~Current ~~was~~Report ~~not~~on ~~adjourned~~Form ~~and~~8-K ~~proceeded~~filed towith ~~conclusion~~the ~~without~~SEC ~~consideration~~on ofOctober 14, ~~the~~2025, ~~proposal~~which tois ~~adjourn~~incorporated ~~the~~herein ~~Special~~by ~~Meeting~~reference.

Item 83.01 ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

OnThe ~~January 27,~~information ~~2026,~~set ~~PotlatchDeltic~~forth ~~and~~in ~~Rayonier~~Item ~~issued a joint press release announcing the results of their respective special meetings related to the transactions contemplated by the Merger Agreement~~2.01 ~~A copy~~ of ~~the~~this ~~press~~Current ~~release~~Report ison ~~attached hereto as Exhibit~~Form ~~99.1 and~~ 8-K is incorporated ~~herein~~ by reference into this Item 3.01.

2Prior to the Merger, the PotlatchDeltic Common Stock was registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “PCH.” In connection with the consummation of the Merger, PotlatchDeltic notified Nasdaq of the consummation of the Merger and requested that Nasdaq (i) halt trading of the PotlatchDeltic Common Stock, (ii) suspend trading of and delist the PotlatchDeltic Common Stock and (iii) file with the SEC a notification of removal from listing and/or registration on Form 25 (a “Form 25”) to effect the delisting of the PotlatchDeltic Common Stock from Nasdaq and the deregistration of the PotlatchDeltic Common Stock under Section 12(b) of the Exchange Act.

~~Cautionary~~As ~~Statement~~requested ~~Regarding~~by ~~Forward~~PotlatchDeltic, the trading of shares of PotlatchDeltic Common Stock shall be halted by Nasdaq effective immediately following the after-~~Looking~~hours ~~Information~~trading session on the evening of January 30, 2026, and Nasdaq will file a Form 25 with the SEC on February 2, 2026. In addition, the Company Surviving Entity intends to file a certification and notice of termination of registration on Form 15 with the SEC requesting the termination of registration of the PotlatchDeltic Common Stock under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the PotlatchDeltic Common Stock.

~~This~~Item ~~communication contains certain “forward-looking statements” within the meaning of federal securities laws~~3.03 ~~Words~~Material ~~such~~Modification as “anticipates,” “believes,” “could,” “continue,” “estimate,” “expects,” “intends,” “will,” “should,” “may,” “plan,” “predict,” “project,” “would” and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect Rayonier Inc.’s and PotlatchDeltic Corporation’s current views about future events. Such forward-looking statements include, but are not limited to, statements about the ~~benefits~~Rights of ~~the~~Security ~~proposed Merger involving Rayonier Inc~~Holders. and PotlatchDeltic Corporation, including future financial and operating results, Rayonier Inc.’s and PotlatchDeltic Corporation’s plans, objectives, expectations and intentions, the expected timing and likelihood of completion of the transaction, and other statements that are not historical facts, including expected synergies, harvest schedules, timberland acquisitions and dispositions, future results of operations, projected cash flow and liquidity, business strategy and other plans and objectives for future operations. No assurances can be given that the forward-looking statements contained in this communication will occur as projected and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, without limitation: the risk that an event, change or other circumstance could give rise to the termination of the proposed Merger; the risk that a condition to closing of the Merger may not be satisfied on a timely basis or at all; the risk that the timing to consummate the proposed Merger may be delayed; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; the risk that any announcement relating to the proposed transaction could have adverse effects on the market price of Rayonier Inc.’s Common Shares or PotlatchDeltic Corporation’s Common Stock; the risk of litigation related to the proposed transaction; disruption from the transaction making it more difficult to maintain relationships with customers, employees, contractors, suppliers, vendors or joint venture partners; the diversion of management time in connection with the proposed transaction; the challenging macroeconomic environment, including disruptions in the timberlands, real estate, land based solutions, and wood products manufacturing industries; the ability of PotlatchDeltic Corporation and Rayonier Inc. to refinance their existing financing arrangements on favorable terms; the cost and availability of third-party logging and trucking services; the geographic concentration of a significant portion of PotlatchDeltic Corporation’s and Rayonier Inc.’s timberland; changes in environmental laws and regulations regarding timber harvesting, wood products manufacturing, delineation of wetlands, endangered species, the development of solar, carbon capture and storage, and carbon credit projects, and development of real estate generally that may restrict or adversely impact PotlatchDeltic Corporation’s or Rayonier Inc.’s ability to conduct their respective businesses, or increase the cost of doing so; adverse weather conditions, natural disasters and other catastrophic events such as hurricanes, wind storms and wildfires; the lengthy, uncertain and costly process associated with the ownership, entitlement and development of real estate, including changes in law, policy and political factors beyond our control; the availability and cost of financing for real estate development and mortgage loans, changes in tariffs, taxes or treaties relating to the import and export of PotlatchDeltic Corporation’s and Rayonier Inc.’s products, including those of their respective customers; changes in key management and personnel; PotlatchDeltic Corporation’s and Rayonier Inc.’s ability to meet all necessary legal requirements to continue to qualify as a real estate investment trust; changes in tax laws that could adversely affect beneficial tax treatment; and other risks and uncertainties identified in the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” sections of each of PotlatchDeltic Corporation’s and Rayonier Inc.’s most recent Annual Reports on Form 10-K, any subsequently filed Quarterly Reports on Form 10-Q, and other risks as identified from time to time in its Securities and Exchange Commission reports by both companies.

~~Forward-looking~~The ~~statements~~information ~~are~~set ~~based~~forth onin ~~the~~Items ~~estimates and opinions of management at the time the statements are made~~2.01, ~~Each of Rayonier Inc~~3.01 and ~~PotlatchDeltic~~5.01 ~~Corporation undertakes no obligation to publicly update any forward-looking statement, whether as a result~~ of ~~new~~this ~~information,~~Current ~~future~~Report ~~events or otherwise. Readers are cautioned not to place undue reliance~~ on ~~these forward~~Form 8-~~looking~~K is ~~statements~~incorporated ~~that~~by ~~speak~~reference ~~only~~into asthis ofItem ~~the date hereof~~3.03.

At the Effective Time, all shares of PotlatchDeltic Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of PotlatchDeltic Common Stock to be canceled in accordance with the Merger Agreement) were converted into the right to receive the Merger Consideration and were canceled and ceased to exist.

Item 5.01

Changes in Control of Registrant.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

At the Effective Time, as contemplated under the Merger Agreement, PotlatchDeltic merged with and into the Company Surviving Entity, with the Company Surviving Entity continuing as the surviving entity and a direct, wholly owned subsidiary of Rayonier.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

In connection with the Merger, and at and upon the Effective Time, all of the members of the board of directors of PotlatchDeltic ceased to be directors of PotlatchDeltic and all of PotlatchDeltic’s officers ceased to be officers of PotlatchDeltic.

In connection with the Merger, Linda M. Breard, Michael J. Covey, Eric J. Cremers, D. Mark Leland, and Lenore M. Sullivan became directors of Rayonier at the Effective Time.

Immediately following the Effective Time, the sole managing member of Redwood Merger Sub, LLC, Rayonier Inc. became the sole managing member of the Company Surviving Entity, and the officers of Redwood Merger Sub, LLC became the officers of the Company Surviving Entity.

Item 5.03

Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

At the Effective Time, the Fourth Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company ceased to be in effect and the Certificate of Formation and Limited Liability Company Agreement of Redwood Merger Sub, LLC in existence prior to the Effective Time became the Certificate of Formation and the Limited Liability Company Agreement of the Company Surviving Entity, in accordance with the Merger Agreement.

Copies of such Certificate of Formation and Limited Liability Company Agreement are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

ExhibitNo.		Description
99.1		Joint Press Release, dated as of January 27, 2026
104		Cover Page Interactive Data File (formatted as Inline XBRL)

(d)

Exhibits.


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated October 13, 2025, by and among Rayonier Inc., Redwood Merger Sub, LLC and PotlatchDeltic Corporation (incorporated by reference to Exhibit 2.1 to PotlatchDeltic’s Form 8-K filed on October 14, 2025).†

3.1		Certificate of Formation of Redwood Merger Sub, LLC.

3.2		Limited Liability Company Agreement of Redwood Merger Sub, LLC.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

†	Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. PotlatchDeltic hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Redwood Merger Sub, LLC (successor by merger to PotlatchDeltic Corporation) By: /s/ ~~Michele~~Mark LR. ~~Tyler~~Bridwell ~~Michele~~Mark LR. ~~Tyler~~Bridwell ~~Vice~~Authorized ~~President, General Counsel and Corporate Secretary~~Person

Dated: January 2730, 2026

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