Dayforce EVP equity cashed out at $70 merger price

Dayforce, Inc. executive vice president and chief revenue officer Samer Alkharrat reported the automatic disposition of all his equity in connection with the company’s merger.

Rhea-AI Filing Summary

Dayforce, Inc. executive vice president and chief revenue officer Samer Alkharrat reported the automatic disposition of all his equity in connection with the company’s merger. On February 4, 2026, Dayforce merged with a subsidiary of Dayforce Bidco, LLC and became a wholly owned subsidiary.

At the merger’s effective time, each share of Dayforce common stock was canceled and converted into the right to receive $70.00 per share in cash. Unvested RSUs and PSUs were canceled and replaced with cash rights equal to the underlying shares multiplied by the $70.00 merger consideration, generally preserving their original vesting terms.

Insider Trade Summary

Disposition: 184,395 shares

Disposition 6 txns

Insider Alkharrat Samer

Role EVP, Chief Revenue Officer

Type	Security	Shares	Price	Value
Disposition	Performance Units	14,652	$0.00	$0.00
Disposition	Performance Units	49,799	$0.00	$0.00
Disposition	Performance Units	5,242	$0.00	$0.00
Disposition	Common Stock	16,194	$70.00	$1.13M
Disposition	Common Stock	90,723	$0.00	$0.00
Disposition	Common Stock	7,785	$0.00	$0.00

Holdings After Transaction: Performance Units — 0 contracts (Direct); Common Stock — 0 shares (Direct)

Footnotes (5)

1. F1. 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. F2. 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. F3. 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. F4. Pursuant to the Merger Agreement, at the Effective Time, each outstanding performance stock unit ("PSU") award that was certified to the performance level achieved, but 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 certified but unvested PSUs multiplied by the Merger Consideration (the "Certified Cash Replacement PSU Amounts"). Each Certified Cash Replacement PSU Amount will be subject, with certain exceptions, to the same vesting terms and conditions as applied to the replaced unvested PSU.
5. F5. Pursuant to the Merger Agreement, at the Effective Time, each outstanding PSU award 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 PSUs (with such number of shares determined assuming achievement of applicable performance metrics at 100% of target performance levels) multiplied by the Merger Consideration (the "Cash Replacement PSU Amounts"). Each Cash Replacement PSU Amount will be subject, with certain exceptions, to the same vesting terms and conditions as applied to the replaced unvested PSU.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Dayforce (DAY) report for Samer Alkharrat?

Dayforce reported that EVP and Chief Revenue Officer Samer Alkharrat disposed of all his common stock and performance unit awards on February 4, 2026. The disposition occurred automatically as part of the company’s merger with a subsidiary of Dayforce Bidco, LLC.

What merger affected insider holdings at Dayforce (DAY)?

Insider holdings were affected by a merger under an Agreement and Plan of Merger dated August 20, 2025. On February 4, 2026, a Dayforce Bidco, LLC subsidiary merged into Dayforce, making Dayforce a wholly owned subsidiary and triggering cancellation and cash conversion of equity awards.

What cash consideration did Dayforce (DAY) shareholders receive in the merger?

Each issued and outstanding share of Dayforce common stock was canceled and converted into the right to receive $70.00 per share in cash. This $70.00 merger consideration also underpinned cash replacement amounts for unvested RSUs and PSUs tied to Dayforce common stock.

How were unvested RSUs treated in the Dayforce (DAY) merger?

Each unvested restricted stock unit was canceled at the merger’s effective time and replaced with a cash right. That right equals the number of RSU shares multiplied by the $70.00 merger consideration, generally subject to the same vesting terms and conditions as the original RSUs.

How were performance stock units (PSUs) handled for Dayforce (DAY) insiders?

Certified but unvested PSUs were canceled and replaced with cash rights equal to the certified share count times $70.00. Unvested PSUs without certification were converted based on 100% target performance levels, also multiplied by $70.00, with replacement cash amounts typically following prior vesting terms.

Did Samer Alkharrat retain any Dayforce (DAY) equity after the merger?

Following the February 4, 2026 merger transactions, the Form 4 shows Samer Alkharrat holding zero shares of common stock and zero performance units. His previously held common shares and performance-based awards were canceled and converted into cash rights under the merger consideration structure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/04/2026 - 12:37 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Alkharrat Samer

(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)
	EVP, Chief Revenue Officer

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)		16,194	D	$70(2)	0	D
Common Stock	02/04/2026		D(1)		90,723(3)	D	(3)	0	D
Common Stock	02/04/2026		D(1)		7,785(4)	D	(4)	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
Performance Units	(5)	02/04/2026		D(1)			14,652	(5)	(5)	Common Stock	14,652	(5)	0	D
Performance Units	(5)	02/04/2026		D(1)			49,799	(5)	(5)	Common Stock	49,799	(5)	0	D
Performance Units	(5)	02/04/2026		D(1)			5,242	(5)	(5)	Common Stock	5,242	(5)	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, at the Effective Time, each outstanding performance stock unit ("PSU") award that was certified to the performance level achieved, but 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 certified but unvested PSUs multiplied by the Merger Consideration (the "Certified Cash Replacement PSU Amounts"). Each Certified Cash Replacement PSU Amount will be subject, with certain exceptions, to the same vesting terms and conditions as applied to the replaced unvested PSU.

5. Pursuant to the Merger Agreement, at the Effective Time, each outstanding PSU award 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 PSUs (with such number of shares determined assuming achievement of applicable performance metrics at 100% of target performance levels) multiplied by the Merger Consideration (the "Cash Replacement PSU Amounts"). Each Cash Replacement PSU Amount will be subject, with certain exceptions, to the same vesting terms and conditions as applied to the replaced unvested PSU.

Remarks:

For Samer Alkharrat, pursuant to the Power of Attorney previously filed.

	/s/ William E. McDonald, attorney-in-fact	02/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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