Dayforce (DAY) EVP reports stock and PSU cashout in $70-per-share merger
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Alkharrat Samer
Role
EVP, Chief Revenue Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Performance Units | 14,652 | $0.00 | -- |
| Disposition | Performance Units | 49,799 | $0.00 | -- |
| Disposition | Performance Units | 5,242 | $0.00 | -- |
| Disposition | Common Stock | 16,194 | $70.00 | $1.13M |
| Disposition | Common Stock | 90,723 | $0.00 | -- |
| Disposition | Common Stock | 7,785 | $0.00 | -- |
Holdings After Transaction:
Performance Units — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (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"). 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"). 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. 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. 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
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.
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.