8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: April 28, 2025 (Date of earliest event reported)

PotlatchDeltic Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-32729	82-0156045
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
601 W. First Avenue, Suite 1600, Spokane WA		99201
(Address of principal executive offices)		(Zip Code)

509-835-1500

(Registrant’s telephone number, including area code)

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 par value)	PCH	Nasdaq Global Select Market

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 (see General Instruction A.2. below):

☐	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))

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 2.02 Results of Operations and Financial Condition

On April 28, 2025, PotlatchDeltic Corporation announced its results of operations and financial condition for the quarter ended March 31, 2025. The press release containing this announcement is furnished as Exhibit 99.1 hereto.

The information in this Form 8-K and the Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) The following items are furnished as exhibits to this report.

99.1 Press release issued by PotlatchDeltic Corporation, dated April 28, 2025, PotlatchDeltic Corporation Reports First Quarter 2025 Results.

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

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SIGNATURE

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.

Dated: April 28, 2025

PotlatchDeltic Corporation
By:	/s/ Michele L. Tyler
	Michele L. Tyler
	Vice President, General Counsel and Corporate Secretary

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EX-99.1

Exhibit 99.1

News Release

For immediate release:

Contact:	Investors	Media
	Wayne Wasechek	Anna Torma
	509.835.1521	509.835.1558

PotlatchDeltic Corporation Reports First Quarter 2025 Results

SPOKANE, Wash., April 28, 2025 (BUSINESS WIRE) – PotlatchDeltic Corporation (Nasdaq: PCH) today reported net income of $25.8 million, or $0.33 per diluted share, on revenues of $268.3 million for the quarter ended March 31, 2025. Net loss was $0.3 million, or $0.00 per diluted share, on revenues of $228.1 million for the quarter ended March 31, 2024.

First Quarter 2025 Highlights

•Generated Total Adjusted EBITDDA of $63.4 million and Total Adjusted EBITDDA margin of 23.6%

•Waldo, Arkansas sawmill ramp-up complete; achieved targeted production metrics and run rate for annual nameplate capacity of 275 million board feet

•Repurchased 93,100 shares for $4.1 million, or $45 per share

•Maintained strong liquidity of $447 million as of March 31, 2025

"For the first quarter, we delivered solid operational results across all of our business segments despite the prevailing economic and trade policy uncertainties affecting the market," stated Eric Cremers, President and Chief Executive Officer. "Additionally, the modernization and expansion project at the Waldo, Arkansas sawmill has been completed three months ahead of schedule. This successful project is a valuable enhancement to our Waldo sawmill, significantly improving the competitiveness of the mill. Looking forward, while the broader macroeconomic environment remains unpredictable, our strong balance sheet, operational discipline, and prudent capital allocation strategy give us the flexibility to be opportunistic, positioning us well to deliver long-term value for our shareholders," stated Mr. Cremers.

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Financial Highlights

($ in millions, except per share data)	Q1 2025			Q4 2024			Q1 2024
Revenues	$	268.3		$	258.1		$	228.1
Net income (loss)	$	25.8		$	5.2		$	(0.3	)
Weighted-average shares outstanding, diluted (in thousands)		79,173			78,608			79,677
Net income (loss) per diluted share	$	0.33		$	0.07		$	—
Adjusted Net Income (Loss)1	$	26.2		$	5.2		$	(0.3	)
Adjusted Net Income (Loss) Per Diluted Share1	$	0.33		$	0.07		$	—
Total Adjusted EBITDDA1	$	63.4		$	53.3		$	29.7
Total Adjusted EBITDDA Margin1		23.6	%		20.7	%		13.0	%
Dividends per share	$	0.45		$	0.45		$	0.45
Net cash from operations	$	49.1		$	45.4		$	16.0
Cash and cash equivalents	$	147.5		$	151.6		$	180.2

1 Adjusted Net Income (Loss), Adjusted Net Income (Loss) Per Diluted Share, Total Adjusted EBITDDA and Total Adjusted EBITDDA Margin are non-GAAP measures. Refer to "Non-GAAP Measures" and Non-GAAP Reconciliations below for more information and reconciliations to GAAP, where applicable.

Business Performance: Q1 2025 vs. Q4 2024

Timberlands

First Quarter 2025 Highlights

•Timberlands Adjusted EBITDDA increased $8.4 million from Q4 2024

•Northern harvest volumes increased due to favorable harvest conditions and contractor availability

•Northern sawlog prices increased 9% primarily due to higher indexed and cedar sawlog prices

•Southern sawlog prices declined primarily due to higher mix of smaller diameter logs

•Forest management costs decreased due to seasonally lower activity

($ in millions)	Q1 2025		Q4 2024		$ Change
Timberlands Revenues	$	102.5	$	95.3	$	7.2
Timberlands Adjusted EBITDDA1	$	42.4	$	34.0	$	8.4

1 Refer to Segment Information below for additional information.

Wood Products

First Quarter 2025 Highlights

•Wood Products Adjusted EBITDDA increased $2.9 million from Q4 2024

•Average lumber price increased 2% to $454 per thousand board feet (MBF) in Q1 2025

•Lower per-unit manufacturing costs primarily due to increased production at the Waldo, Arkansas sawmill

•Log costs increased primarily due to higher indexed pricing in Idaho

($ in millions)	Q1 2025		Q4 2024		$ Change
Wood Products Revenues	$	164.6	$	160.3	$	4.3
Wood Products Adjusted EBITDDA1	$	11.7	$	8.8	$	2.9

1 Refer to Segment Information below for additional information.

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Real Estate

First Quarter 2025 Highlights

•Real Estate Adjusted EBITDDA increased $3.3 million from Q4 2024

•Sold 7,043 acres of rural land at an average price of $3,303 per acre

•Sold 11 residential lots at an average price of $112,745 per lot

($ in millions)	Q1 2025		Q4 2024		$ Change
Real Estate Revenues	$	27.6	$	25.1	$	2.5
Real Estate Adjusted EBITDDA1	$	22.7	$	19.4	$	3.3

1 Refer to Segment Information below for additional information.

Non-GAAP Measures

This press release includes certain financial measures that are not in accordance with accounting principles generally accepted in the United States (GAAP). Management believes that these non-GAAP measures, when read in conjunction with our GAAP financial statements, provide useful information to investors and other interested parties as described below. The presentation of these non-GAAP financial measures should be considered only as supplemental to, are not intended to be considered in isolation or as a substitute for, or superior to, financial measures prepared in accordance with GAAP. Additionally, these non-GAAP financial measures may not be the same as or comparable to other similarly titled non-GAAP measures presented by other companies due to potential inconsistencies in methods of calculation.

Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Diluted Share are non-GAAP measures that represent GAAP net income (loss) and GAAP net income (loss) per diluted share before certain items, net of tax, that management believes impact the ability to compare the performance of our business, either period-over-period or with other businesses.

Total Adjusted EBITDDA and Total Adjusted EBITDDA Margin are non-GAAP measures that remove the impact of specific items that management believes do not directly reflect the core business operations on an ongoing basis and can be used to evaluate the operational performance of assets under management.

We define Total Adjusted EBITDDA Margin as Total Adjusted EBITDDA divided by Revenues.

Reconciliations of Total Adjusted EBITDDA, Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Diluted Share to their most comparable GAAP measures are set forth in the accompanying “Non-GAAP Reconciliations” at the end of this release.

Conference Call Information

A live conference call and webcast will be held Tuesday, April 29, 2025, at 9:00 a.m. Pacific Time (12:00 p.m. Eastern Time). Investors may access the webcast at www.potlatchdeltic.com by clicking on the Investors link or by conference call at 1-888-510-2008 for U.S./Canada and 1-646-960-0306 for international callers. Participants will be asked to provide conference I.D. number 7281983. Supplemental materials that will be discussed during the call are available on the above website.

A replay of the conference call will be available two hours following the call until May 6, 2025 by calling 1-800-770-2030 for U.S./Canada or 1-609-800-9909 for international callers. Callers must enter conference I.D. number 7281983 to access the replay.

About PotlatchDeltic

PotlatchDeltic Corporation (Nasdaq: PCH) is a leading Real Estate Investment Trust (REIT) with ownership of 2.1 million acres of timberlands in Alabama, Arkansas, Georgia, Idaho, Louisiana, Mississippi and South Carolina. 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, a leader in sustainable forest management, is committed to corporate responsibility. More information can be found at www.potlatchdeltic.com.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 as amended, including without limitation, our expectations regarding the company’s revenues, costs, expenses and liquidity; disciplined and opportunistic capital allocation strategy; expected improved competitiveness of the recently completed Waldo, Arkansas sawmill expansion and modernization project; and similar matters. Words such as “long term,” “looking forward,”

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“will,” and similar expressions are intended to identify such forward-looking statements. You should carefully read forward-looking statements, including statements that contain these words, because they discuss the future expectations or state other “forward-looking” information about PotlatchDeltic. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, many of which are beyond PotlatchDeltic’s control, such as changes in the U.S. housing market; changes in timberland values; changes in timber harvest levels on the company’s lands; changes in timber prices; changes in policy regarding governmental timber sales; availability of logging contractors and shipping capacity; changes in interest rates; credit availability and homebuyers’ ability to qualify for mortgages; availability of labor and developable land; changes in the level of construction and remodeling activity; changes in the U.S. and international economies and effects on our customers and suppliers, including the impact of recently announced increased tariffs on imports to the U.S. and potential retaliatory increases on exports by the U.S. and uncertainty regarding the timing and scope of such changes; duties and trade agreements involving wood products; currency fluctuation; changes in demand for our products and real estate; changes in production and production capacity in the forest products industry; competitive pricing pressures for our products; unanticipated manufacturing disruptions; disruptions or inefficiencies in our supply chain and/or operations; changes in general and industry-specific environmental laws and regulations; unforeseen environmental liabilities or expenditures; weather conditions; fires at our facilities and on our timberland and other catastrophic events; restrictions on harvesting due to fire danger; changes in raw material, fuel and other costs; transportation disruptions; share price; our ability to achieve the expected increases in competitiveness of our Waldo, Arkansas sawmill following the expansion and modernization project; our ability to participate in the natural climate solutions and forest carbon sequestration markets; the successful execution of the company’s strategic plans and the other factors described in PotlatchDeltic’s Annual Report on Form 10-K and in the company’s other filings with the SEC. PotlatchDeltic assumes no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements, all of which speak only as of the date hereof.

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PotlatchDeltic Corporation

Condensed Consolidated Statements of Operations

Unaudited

	Three Months Ended
	March 31,			December 31,			March 31,
(in thousands, except per share amounts)	2025			2024			2024
Revenues	$	268,260		$	258,147		$	228,127
Costs and expenses:
Cost of goods sold		220,405			223,483			212,160
Selling, general and administrative expenses		19,855			21,330			20,727
Environmental charge		490			—			—
		240,750			244,813			232,887
Operating income (loss)		27,510			13,334			(4,760	)
Interest expense, net		(1,492	)		(10,874	)		282
Non-operating pension and other postretirement employee benefits		(351	)		201			201
Other		(206	)		1,767			(145	)
Income (loss) before income taxes		25,461			4,428			(4,422	)
Income taxes		344			766			4,117
Net income (loss)	$	25,805		$	5,194		$	(305	)
Net income (loss) per share:
Basic	$	0.33		$	0.07		$	—
Diluted	$	0.33		$	0.07		$	—
Dividends per share	$	0.45		$	0.45		$	0.45
Weighted-average shares outstanding:
Basic		79,000			78,458			79,677
Diluted		79,173			78,608			79,677

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PotlatchDeltic Corporation

Condensed Consolidated Balance Sheets

Unaudited

(in thousands, except per share amounts)	March 31, 2025			December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	147,477		$	151,551
Customer receivables, net		28,328			23,358
Inventories, net		81,285			82,926
Other current assets		37,757			41,295
Total current assets		294,847			299,130
Property, plant and equipment, net		402,003			408,913
Investment in real estate held for development and sale		52,537			50,809
Timber and timberlands, net		2,339,296			2,357,151
Intangible assets, net		13,416			13,861
Other long-term assets		153,092			175,579
Total assets	$	3,255,191		$	3,305,443
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	73,733		$	95,628
Current portion of long-term debt		127,211			99,552
Current portion of pension and other postretirement employee benefits		5,098			5,098
Total current liabilities		206,042			200,278
Long-term debt		907,706			935,100
Pension and other postretirement employee benefits		76,521			76,272
Deferred tax liabilities, net		20,492			21,123
Other long-term obligations		34,537			35,000
Total liabilities		1,245,298			1,267,773
Commitments and contingencies
Stockholders' equity:
Common stock, $1 par value, 200,000 shares authorized, 78,695 and 78,684 shares issued and outstanding		78,695			78,684
Additional paid-in capital		2,317,934			2,315,176
Accumulated deficit		(484,120	)		(470,331	)
Accumulated other comprehensive income		97,384			114,141
Total stockholders’ equity		2,009,893			2,037,670
Total liabilities and stockholders' equity	$	3,255,191		$	3,305,443

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PotlatchDeltic Corporation

Condensed Consolidated Statements of Cash Flows

Unaudited

	Three Months Ended
	March 31,			December 31,			March 31,
(in thousands)	2025			2024			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	25,805		$	5,194		$	(305	)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation, depletion and amortization		25,786			26,729			30,802
Basis of real estate sold		9,867			13,348			4,092
Change in deferred taxes		(344	)		(880	)		(4,145	)
Pension and other postretirement employee benefits		1,631			1,144			1,143
Equity-based compensation expense		2,759			2,542			2,560
Amortization related to redesignated forward-starting interest rate swaps		2,810			2,806			2,643
Interest received under swaps with other-than-insignificant financing element		(6,986	)		(7,170	)		(7,458	)
Other, net		1,888			(271	)		318
Change in working capital and operating-related activities, net		(9,259	)		6,011			(13,252	)
Real estate development expenditures		(3,326	)		(2,783	)		(1,135	)
Funding of pension and other postretirement employee benefits		(1,580	)		(1,262	)		(914	)
Proceeds from insurance recoveries		—			—			1,680
Net cash from operating activities		49,051			45,408			16,029
CASH FLOWS FROM INVESTING ACTIVITIES
Property, plant and equipment additions		(12,114	)		(11,713	)		(4,995	)
Timberlands reforestation and roads		(7,339	)		(5,474	)		(7,874	)
Acquisition of timber and timberlands		(83	)		(38	)		(31,438	)
Interest received under swaps with other-than-insignificant financing element		6,579			6,700			6,938
Other, net		149			548			373
Net cash from investing activities		(12,808	)		(9,977	)		(36,996	)
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to common stockholders		(35,435	)		(35,408	)		(35,779	)
Repurchase of common stock		(3,922	)		(7,604	)		—
Proceeds from long-term debt		—			176,000			—
Repayment of long-term debt		—			(175,735	)		—
Other, net		(1,043	)		(2,090	)		(792	)
Net cash from financing activities		(40,400	)		(44,837	)		(36,571	)
Change in cash, cash equivalents and restricted cash		(4,157	)		(9,406	)		(57,538	)
Cash, cash equivalents and restricted cash, beginning		151,725			161,131			237,688
Cash, cash equivalents and restricted cash, ending1	$	147,568		$	151,725		$	180,150

1 Includes $0.1 million, $0.2 million, and $0 at March 31, 2025, December 31, 2024, and March 31, 2024, respectively, that were or are intended to be reinvested in timber and timberlands and classified as restricted cash in Other current and long-term assets in the Condensed Consolidated Balance Sheets.

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PotlatchDeltic Corporation

Segment Information

Unaudited

	Three Months Ended
	March 31,			December 31,			March 31,
(in thousands)	2025			2024			2024
Revenues
Timberlands	$	102,451		$	95,285		$	92,950
Wood Products		164,645			160,335			148,598
Real Estate		27,591			25,089			11,107
		294,687			280,709			252,655
Intersegment Timberlands revenues		(26,427	)		(22,562	)		(24,528	)
Consolidated revenues	$	268,260		$	258,147		$	228,127
Adjusted EBITDDA1
Timberlands	$	42,370		$	34,033		$	34,748
Wood Products		11,640			8,871			(139	)
Real Estate		22,757			19,364			6,228
Corporate		(12,148	)		(12,441	)		(12,665	)
Eliminations and adjustments		(1,252	)		3,476			1,550
Total Adjusted EBITDDA		63,367			53,303			29,722
Interest expense, net2		(1,492	)		(10,874	)		282
Depreciation, depletion and amortization		(25,404	)		(26,347	)		(30,395	)
Basis of real estate sold		(9,867	)		(13,348	)		(4,092	)
Environmental charge		(490	)		—			—
Non-operating pension and other postretirement employee benefits		(351	)		201			201
Gain (loss) on disposal of assets		(96	)		(274	)		5
Other		(206	)		1,767			(145	)
Income (loss) before income taxes	$	25,461		$	4,428		$	(4,422	)
Depreciation, depletion and amortization
Timberlands	$	15,506		$	16,562		$	17,625
Wood Products		9,553			9,447			12,516
Real Estate		141			137			138
Corporate		204			201			116
		25,404			26,347			30,395
Bond discounts and deferred loan fees2		382			382			407
Total depreciation, depletion and amortization	$	25,786		$	26,729		$	30,802
Basis of real estate sold
Real Estate	$	9,868		$	13,348		$	4,094
Eliminations and adjustments		(1	)		—			(2	)
Total basis of real estate sold	$	9,867		$	13,348		$	4,092

1	Management uses Adjusted EBITDDA to evaluate company and segment performance. See the reconciliation of Total Adjusted EBITDDA in Non-GAAP Reconciliations.
2	Bond discounts, deferred loan fees, non-cash amortization related to redesignated forward swaps, and interest income are included in interest expense, net in the Condensed Consolidated Statements of Operations.

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PotlatchDeltic Corporation

Non-GAAP Reconciliations

Unaudited

	Three Months Ended
	March 31,			December 31,			March 31,
(in thousands, except per share amounts)	2025			2024			2024
Total Adjusted EBITDDA1
Net income (loss) (GAAP)	$	25,805		$	5,194		$	(305	)
Interest expense, net		1,492			10,874			(282	)
Income taxes		(344	)		(766	)		(4,117	)
Depreciation, depletion and amortization		25,404			26,347			30,395
Basis of real estate sold		9,867			13,348			4,092
Environmental charge		490			—			—
Non-operating pension and other postretirement employee benefits		351			(201	)		(201	)
Loss (gain) on disposal of assets		96			274			(5	)
Other		206			(1,767	)		145
Total Adjusted EBITDDA	$	63,367		$	53,303		$	29,722
Adjusted Net Income (Loss)1
Net income (loss) (GAAP)	$	25,805		$	5,194		$	(305	)
Special items after tax:
Environmental charge		368			—			—
Adjusted Net Income (Loss)	$	26,173		$	5,194		$	(305	)
Adjusted Net Income (Loss) Per Diluted Share1	$	0.33		$	0.07		$	—

1 See "Non-GAAP Measures" for further details on management's use of these measures.

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XML

Document And Entity Information	Apr. 28, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 28, 2025
Entity Registrant Name	PotlatchDeltic Corporation
Entity Central Index Key	0001338749
Entity Emerging Growth Company	false
Entity File Number	001-32729
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-0156045
Entity Address, Address Line One	601 W. First Avenue, Suite 1600
Entity Address, City or Town	Spokane
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	99201
City Area Code	509
Local Phone Number	835-1500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock ($1 par value)
Trading Symbol	PCH
Security Exchange Name	NASDAQ