POTLATCHDELTIC CORP Material Event - A New Chapter Begins

A significant transformation is underway for PotlatchDeltic, the company known for its vast timberlands and homebuilding operations. Shareholders have approved a major merger, setting the stage for a new era.

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1. What Just Happened?

PotlatchDeltic's stockholders have approved a major all-stock merger with Rayonier Inc., another prominent player in the timber and land sector. This means PotlatchDeltic will merge into Rayonier, and your PCH shares will convert into shares of the larger, combined company.

Crucially, for every share of PotlatchDeltic (PCH) stock you own, you will receive 0.3336 shares of Rayonier Inc. (RYN) common stock.

In a separate, but equally important vote, stockholders rejected the proposed compensation package for PotlatchDeltic's top executives related to this merger. While this decision does not prevent the merger, it clearly signals shareholder expectations regarding executive payouts.

2. When Did This Happen?

The special meeting for these pivotal votes occurred on January 27, 2026. The merger itself is set to officially close very soon, around January 30, 2026, assuming all other closing conditions are met.

3. Why This Merger? The Strategic Vision.

The companies describe this combination as a "merger of equals," designed to create a leading timberland REIT with enhanced scale, diversification, and financial strength. The strategic rationale includes:

• Unrivaled Scale: The combined entity will own approximately 5 million acres of timberland across the U.S. South, Pacific Northwest, and New Zealand, establishing it as one of the largest and most diversified timberland owners globally.
• Enhanced Diversification: A broader geographic footprint and a more balanced portfolio across timber, real estate, and wood products are expected to create a more resilient business.
• Significant Synergies: The companies anticipate achieving approximately $70 million in annual run-rate cost synergies within two years post-closing. These savings will come from operational efficiencies, reduced overhead, and optimized resource allocation.
• Stronger Financial Profile: This merger aims to create a company with a more robust balance sheet, improved cash flow generation, and greater capacity for future growth and shareholder returns, including a sustainable dividend.
• Adaptation to Market: The combined entity will be better positioned to navigate evolving market conditions, capitalize on growing demand for sustainable wood products, and optimize land use.

4. What This Means for Your Investment.

This event marks a significant change for PotlatchDeltic shareholders:

• Your PCH shares will convert into RYN shares. PotlatchDeltic's stock (PCH) will cease to trade independently on the New York Stock Exchange. Your investment will effectively become an investment in the combined Rayonier Inc.
• New Combined Company: The combined company will operate under the name Rayonier Inc. and Rayonier's current CEO will lead it. The board of directors will consist of 10 members, with 6 from Rayonier and 4 from PotlatchDeltic, reflecting the "merger of equals" philosophy.
• Ownership Structure: PotlatchDeltic shareholders will own approximately 34% of the combined company, with existing Rayonier shareholders owning the remaining 66%.
• Executive Compensation Rejection: While the merger proceeds, the rejection of the executive compensation package signals strong shareholder dissent regarding the proposed payouts. This may prompt the combined company's board to re-evaluate future executive compensation practices, but it does not impact the merger's completion.

5. What Happens Next?

• Merger Completion: The official closing is imminent, set for around January 30, 2026.
• Integration Process: Following closing, the complex process of integrating operations, systems, and teams will begin. The focus will be on realizing the projected $70 million in annual cost synergies and leveraging the combined scale.
• Share Conversion: Your PCH shares will automatically convert into RYN shares. You will receive instructions from your brokerage on this process.
• Strategic Execution: The new leadership team will focus on executing the combined company's strategy, optimizing its vast timberland portfolio, and driving value for all shareholders.

6. Key Takeaways for Investors.

• Your PCH stock is transforming: Your investment will become Rayonier stock at the 0.3336 exchange ratio.
• Research Rayonier: Since your investment will now be in Rayonier Inc., thoroughly research their business, financial performance, management team, and future prospects.
• Focus on the Combined Entity: Evaluate the long-term potential of this new, larger, and more diversified timberland and real estate powerhouse. Consider how its increased scale, synergy potential, and strategic positioning align with your investment goals.
• Dividend Policy: Monitor the combined company's future dividend policy, as a stronger financial profile could support sustainable or growing shareholder distributions.
• Shareholder Voice: The rejection of executive compensation highlights the power of shareholder votes and the importance of corporate governance.

This merger marks a new era for both companies, creating a formidable player in the timberland and real estate sectors. Stay informed as the integration unfolds and consider how this new combined entity fits into your overall investment strategy.