[Form 4] Dayforce, Inc. Insider Trading Activity
Rhea-AI Filing Summary
Dayforce, Inc. director Gerald C. Throop reported transactions tied to the closing of the company’s merger with Dayforce Bidco, LLC. On February 3, 2026, 23,185 exchangeable shares of Ceridian AcquisitionCo ULC were exchanged one-for-one into Dayforce common stock.
At the February 4, 2026 merger effective time, all issued and outstanding Dayforce common shares were canceled and converted into the right to receive $70.00 in cash per share. Throop’s 55,168 common shares were disposed of for this cash consideration, leaving him with no directly held common stock.
The filing also shows multiple option awards (covering 11,916, 4,643, 10,069 and 17,555 underlying shares) being disposed of in line with the merger terms. Vested stock options became cash-settled based on the excess of the $70.00 merger price over their exercise price, while any vested options with per-share prices at or above $70.00 were canceled without payment.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Options (Right to Purchase) | 11,916 | $0.00 | -- |
| Disposition | Options (Right to Purchase) | 4,643 | $0.00 | -- |
| Disposition | Options (Right to Purchase) | 10,069 | $0.00 | -- |
| Disposition | Options (Right to Purchase) | 17,555 | $0.00 | -- |
| Disposition | Common Stock | 51,818 | $70.00 | $3.63M |
| Disposition | Common Stock | 3,350 | $0.00 | -- |
| Exercise | Exchangeable Shares | 23,185 | $0.00 | -- |
| Exercise | Common Stock | 23,185 | $0.00 | -- |
Footnotes (1)
- Each exchangeable share of Ceridian AcquisitionCo ULC, a wholly owned subsidiary of Issuer, was exchanged for one share of common stock of the Issuer ("Common Stock"). The securities were disposed of in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger dated as of August 20, 2025 (the "Merger Agreement"), by and among Dayforce, Inc. ("Issuer"), Dayforce Bidco, LLC (formerly known as Dawn Bidco, LLC) ("Parent"), and Dawn Acquisition Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into Issuer on February 4, 2026, with Issuer continuing after the merger as a wholly owned subsidiary of Parent (the effective time of such merger, the "Effective Time"). Pursuant to the Merger Agreement, at the Effective Time, (i) each issued and outstanding share of Common Stock of the Issuer was canceled and converted automatically into the right to receive an amount in cash equal to $70.00 per share of Common Stock (the "Merger Consideration"), and (ii) each vested but unsettled restricted stock unit ("RSU") was canceled and converted automatically into the right to receive an amount in cash equal to the Merger Consideration multiplied by the number of shares of Common Stock subject to the vested but unsettled RSU as of immediately prior to the Effective Time. Pursuant to the Merger Agreement, at the Effective Time, each outstanding RSU that was unvested immediately prior to the Effective Time fully vested and converted automatically into the right to receive an amount in cash equal to the number of shares subject to the RSUs multiplied by the Merger Consideration. Pursuant to the Merger Agreement, each vested stock option was converted into the right to receive an amount in cash equal to the number of shares of Common Stock subject to vested stock options multiplied by the excess, if any, of the Merger Consideration over the share exercise price of such vested stock option. Pursuant to the Merger Agreement, each vested stock option with a per share price that was equal to or greater than the Merger Consideration, as of the Effective Time, was canceled for no consideration.
