{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-032108","form_type":"8-K","ticker":null,"cik":"0001338749","company_name":"POTLATCHDELTIC CORP","filed_at":"2026-02-02T23:59:59+00:00","discovered_at":"2026-05-14T18:02:34.881180+00:00","generated_at":"2026-05-16T05:33:58.291724+00:00","sec_items":["2.01","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"PotlatchDeltic completes merger with Rayonier; shareholders receive 1.8185 RYN shares + $0.61 cash","bullets":["Merger closed Jan 30, 2026; each PCH share converted to 1.8185 Rayonier shares plus $0.61 cash.","PotlatchDeltic stock delisted from Nasdaq; trading halted after market close on Jan 30, 2026.","All PotlatchDeltic directors and officers ceased; five former directors joined Rayonier board.","PotlatchDeltic becomes wholly owned subsidiary of Rayonier; no fractional shares issued.","Equity awards converted to Rayonier RSUs or stock equivalent units based on exchange ratios."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-032108","json":"https://secwatch.observer/filing/0001193125-26-032108.json","markdown":"https://secwatch.observer/filing/0001193125-26-032108.md","text":"https://secwatch.observer/filing/0001193125-26-032108.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1338749/000119312526032108/0001193125-26-032108-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1338749/000119312526032108/d65514d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T05:33:58.291724+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"7e5cc8a50e429d22e15c07df7c785f27a040e4ca","claim":"POTLATCHDELTIC CORP: Certificate of Incorporation and Bylaws ceased to be in effect; replaced by Certificate of Formation and LLC Agreement of the surviving entity upon merger.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1338749/000119312526032108/0001193125-26-032108-index.htm","confidence":0.9},{"claim_id":"ed31d0317b223ee5985b2397f7ddf1eaedc44e24","claim":"POTLATCHDELTIC CORP underwent a change of control involving Rayonier Inc. for 1.8185 Rayonier common shares and $0.61 in cash per share of PotlatchDeltic common stock (closed 2026-01-30).","evidence_excerpt":"Common Stock ”), that was outstanding immediately prior to the effective time of the Merger (the “ 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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1338749/000119312526032108/0001193125-26-032108-index.htm","confidence":0.99}],"comparable_filings":[{"accession":"0001104659-26-055386","ticker":"FARM","company_name":"FARMER BROTHERS CO","filed_at":"2026-05-05T23:59:59+00:00","headline":"Farmer Brothers taken private by Royal Cup for $1.29/share; merger closes May 5, 2026","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","7.01","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-055386","json":"https://secwatch.observer/filing/0001104659-26-055386.json","markdown":"https://secwatch.observer/filing/0001104659-26-055386.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/tm2612899d9_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1338749/000119312526032108/0001193125-26-032108-index.htm","comparable_excerpt":"the Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/34563/000110465926055386/0001104659-26-055386-index.htm"}},{"accession":"0001493152-26-021330","ticker":"CHRN","company_name":"EKSO BIONICS HOLDINGS, INC.","filed_at":"2026-05-05T23:59:59+00:00","headline":"Ekso Bionics completes reverse merger with Applied Digital subsidiary; renames to ChronoScale Corp.","event_type":"m_and_a","sec_items":["1.01","2.01","2.02","3.02","3.03","4.01","5.01","5.02","5.03","9.01"],"materiality_score":0.95,"calibrated_materiality_score":0.95,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 2.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-021330","json":"https://secwatch.observer/filing/0001493152-26-021330.json","markdown":"https://secwatch.observer/filing/0001493152-26-021330.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1549084/000149315226021330/0001493152-26-021330-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1549084/000149315226021330/form8-ka.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1338749/000119312526032108/0001193125-26-032108-index.htm","comparable_excerpt":"on May 1, 2026, the Company filed the Second Amended and Restated Articles of Incorporation (the “A&R Articles”) with the Secretary of State of the State of Nevada with a delayed effective date and time of 3:00 a.m. (Eastern Time) on May 5, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1549084/000149315226021330/0001493152-26-021330-index.htm"}},{"accession":"0001104659-26-054519","ticker":"UHG","company_name":"United Homes Group, Inc.","filed_at":"2026-05-04T23:59:59+00:00","headline":"Stanley Martin completes $221M all-cash acquisition of United Homes at $1.18/share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.02","3.03","5.03","5.01","5.02","8.01","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-054519","json":"https://secwatch.observer/filing/0001104659-26-054519.json","markdown":"https://secwatch.observer/filing/0001104659-26-054519.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1830188/000110465926054519/0001104659-26-054519-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1830188/000110465926054519/tm2613353d1_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1338749/000119312526032108/0001193125-26-032108-index.htm","comparable_excerpt":"Effective upon completion of the Merger, the bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated to be in the form of the bylaws filed herewith as Exhibit 3.2.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1830188/000110465926054519/0001104659-26-054519-index.htm"}},{"accession":"0001193125-26-251752","ticker":null,"company_name":"Enviri II Corp","filed_at":"2026-06-01T21:18:36+00:00","headline":"New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1338749/000119312526032108/0001193125-26-032108-index.htm","comparable_excerpt":"In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001140361-26-020064","ticker":"CTLP","company_name":"CANTALOUPE, INC.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Cantaloupe completes merger with 365 Retail Markets; shareholders receive $11.20/share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-020064","json":"https://secwatch.observer/filing/0001140361-26-020064.json","markdown":"https://secwatch.observer/filing/0001140361-26-020064.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/ef20072798_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Common Stock ”), that was outstanding immediately prior to the effective time of the Merger (the “ 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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1338749/000119312526032108/0001193125-26-032108-index.htm","comparable_excerpt":"Rollover Shares immediately prior to the Effective Time, and were canceled at the Effective Time for no\n consideration) were canceled and converted into the right to receive $11.20 in cash, without interest (such amount per share, the “ Merger Consideration ”). At the Effective Time, (i) each Company RSU (as defined in the Merger Agreement) that was","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm"}},{"accession":"0001104659-26-057278","ticker":"CTRA","company_name":"Coterra Energy Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Coterra Energy completes merger with Devon; shares converted at 0.70x ratio","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057278","json":"https://secwatch.observer/filing/0001104659-26-057278.json","markdown":"https://secwatch.observer/filing/0001104659-26-057278.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/tm2613882d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Common Stock ”), that was outstanding immediately prior to the effective time of the Merger (the “ 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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1338749/000119312526032108/0001193125-26-032108-index.htm","comparable_excerpt":"ith Devon Energy Corporation, a Delaware corporation (“Devon”), and Cubs Merger Sub, Inc., a Delaware corporation and","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm"}},{"accession":"0001140361-26-019333","ticker":"PKST","company_name":"Peakstone Realty Trust","filed_at":"2026-05-06T23:59:59+00:00","headline":"Brookfield completes $1.2B acquisition of Peakstone Realty Trust at $21.00/share","event_type":"m_and_a","sec_items":["2.01","3.01","3.02","5.03","3.03","5.01","5.02","8.01","9.01"],"materiality_score":0.95,"calibrated_materiality_score":0.95,"match_reasons":["same fact type: governance_change","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-019333","json":"https://secwatch.observer/filing/0001140361-26-019333.json","markdown":"https://secwatch.observer/filing/0001140361-26-019333.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1600626/000114036126019333/0001140361-26-019333-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1600626/000114036126019333/ef20070245_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1338749/000119312526032108/0001193125-26-032108-index.htm","comparable_excerpt":"In addition, at the Company Merger Effective Time, the bylaws of the Company that were in effect immediately prior to the Company Merger Effective Time were amended and restated in their entirety in the form attached hereto as Exhibit 3.2 and became the bylaws of the Surviving Company.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1600626/000114036126019333/0001140361-26-019333-index.htm"}},{"accession":"0001193125-26-205305","ticker":"TERN","company_name":"Terns Pharmaceuticals, Inc.","filed_at":"2026-05-05T23:59:59+00:00","headline":"Terns Pharmaceuticals acquired by Merck for $53/share; shares to be delisted","event_type":"m_and_a","sec_items":["2.01","3.01","5.01","5.03","3.03","5.02","8.01","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: governance_change","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-205305","json":"https://secwatch.observer/filing/0001193125-26-205305.json","markdown":"https://secwatch.observer/filing/0001193125-26-205305.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1831363/000119312526205305/0001193125-26-205305-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1831363/000119312526205305/d70112d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1338749/000119312526032108/0001193125-26-032108-index.htm","comparable_excerpt":"Pursuant to the terms of the Merger Agreement, on May 5, 2026, Terns’ amended and restated certificate of incorporation and amended and restated bylaws were each amended and restated in their entirety and became the certificate of incorporation and bylaws of the Surviving Corporation.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1831363/000119312526205305/0001193125-26-205305-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}