Dayforce (DAY) executive exits equity as $70-per-share cash merger closes

Rhea-AI Filing Summary

Dayforce, Inc. executive Jeffrey Scott Jacobs, Head of Accounting & Financial Reporting, reported the disposition of his equity awards in connection with the completion of a merger on February 4, 2026. A merger combined Dayforce, Inc. with an affiliate of Dayforce Bidco, LLC, leaving Dayforce as a wholly owned subsidiary.

At the merger’s effective time, each issued and outstanding share of Dayforce common stock was canceled and converted into the right to receive $70.00 in cash per share. Unvested restricted stock units were canceled and replaced with cash rights linked to the same vesting terms.

Jacobs’ Form 4 shows the disposition of 18,917 common shares at $70.00 per share, and an additional 29,984 common shares in connection with the merger consideration. Multiple vested stock option grants covering shares at exercise prices between $16.82 and $65.26 were also disposed of and converted into cash based on the excess of the $70.00 merger price over their exercise prices.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Jacobs Jeffrey Scott

(Last) (First) (Middle)

C/O DAYFORCE, INC.

3311 EAST OLD SHAKOPEE ROAD

(Street)

MINNEAPOLIS MN 55425

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Dayforce, Inc. [ DAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Head of Acct & Fin Reporting

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/04/2026		D(1)		18,917	D	$70(2)	0	D
Common Stock	02/04/2026		D(1)		29,984(3)	D	(3)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options (Right to Purchase)	$16.82	02/04/2026		D(1)			1,125	(4)	12/31/2026	Common Stock	1,125	(4)	0	D
Options (Right to Purchase)	$19.04	02/04/2026		D(1)			5,000	(4)	12/20/2027	Common Stock	5,000	(4)	0	D
Options (Right to Purchase)	$22	02/04/2026		D(1)			32,610	(4)	04/25/2028	Common Stock	32,610	(4)	0	D
Options (Right to Purchase)	$44.91	02/04/2026		D(1)			712	(4)	02/08/2029	Common Stock	712	(4)	0	D
Options (Right to Purchase)	$49.93	02/04/2026		D(1)			8,396	(4)	03/20/2029	Common Stock	8,396	(4)	0	D
Options (Right to Purchase)	$65.26	02/04/2026		D(1)			14,299	(4)	05/08/2030	Common Stock	14,299	(4)	0	D

Explanation of Responses:

1. 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").

2. Pursuant to the Merger Agreement, at the Effective Time, each issued and outstanding share of common stock of the Issuer ("Common Stock") 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").

3. Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit ("RSU") that was unvested immediately prior to the Effective Time was canceled and replaced with the right to receive an amount in cash equal to the number of shares subject to the unvested RSUs multiplied by the Merger Consideration (the "Cash Replacement RSU Amounts"). Each Cash Replacement RSU Amount will be subject, with certain exceptions, to the same vesting terms and conditions as applied to the replaced unvested RSU.

4. 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.

Remarks:

For Jeffrey Jacobs, pursuant to the Power of Attorney previously filed.

	/s/ William E. McDonald, attorney-in-fact	02/04/2026
	** Signature of Reporting Person	Date
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FAQ

What does the Dayforce (DAY) Form 4 filed by Jeffrey Scott Jacobs report?

The Form 4 reports that executive Jeffrey Scott Jacobs disposed of his Dayforce equity holdings on February 4, 2026, in connection with a merger. His common shares and vested stock options were converted into cash based on a fixed $70.00 per-share merger consideration.

How were Dayforce (DAY) common shares treated in the February 2026 merger?

Each issued and outstanding share of Dayforce common stock was canceled at the merger’s effective time and converted into the right to receive $70.00 in cash per share. This applied to all common shares outstanding immediately before the merger closing.

What happened to Jeffrey Jacobs’ Dayforce (DAY) stock options in the merger?

Each vested Dayforce stock option held by Jeffrey Jacobs was converted into cash. The cash amount equaled the number of option shares multiplied by the excess, if any, of the $70.00 merger consideration over the option’s exercise price at the effective time.

How were unvested Dayforce (DAY) restricted stock units treated under the merger?

Each unvested Dayforce restricted stock unit was canceled and replaced with a cash right. That cash right equals the number of shares underlying the RSU multiplied by the $70.00 merger consideration and generally continues to vest on the RSU’s original vesting schedule, subject to stated exceptions.

What specific common stock transactions did Jeffrey Jacobs report for Dayforce (DAY)?

Jeffrey Jacobs reported disposition of 18,917 common shares at $70.00 per share and an additional 29,984 common shares in connection with the merger. Following these merger-driven transactions, the Form 4 shows he held zero Dayforce common shares directly.

Who were the parties involved in the Dayforce (DAY) merger affecting this Form 4?

The merger involved Dayforce, Inc., Dayforce Bidco, LLC (formerly Dawn Bidco, LLC) as Parent, and Dawn Acquisition Merger Sub, Inc. Merger Sub merged into Dayforce, with Dayforce continuing as a wholly owned subsidiary of Parent after the effective time on February 4, 2026.