Dayforce (DAY) director exits stake as $70 per share cash merger closes
Rhea-AI Filing Summary
Dayforce, Inc. director Deborah Farrington reported the cash-out of her equity as part of the company’s merger with Dayforce Bidco, LLC. On February 4, 2026, all reported holdings were disposed of when Dawn Acquisition Merger Sub, Inc. merged into Dayforce, which became a wholly owned subsidiary of Parent.
Her Form 4 shows disposition of 25,434 shares of common stock at $70.00 per share, plus an additional 2,204 shares of common stock, with her post‑transaction common stock balance at zero. Vested stock options on 953 and 5,930 shares were also canceled and converted into cash based on the $70.00 merger consideration and their respective exercise prices. The merger agreement also provided for cash settlement of both vested and unvested restricted stock units at $70.00 per underlying share.
Positive
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Negative
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Insights
Director’s Dayforce equity is fully cashed out in $70 per share merger.
This Form 4 details how Deborah Farrington’s Dayforce, Inc. equity was treated when the company was acquired by Dayforce Bidco, LLC. At the February 4, 2026 effective time, all reported common shares were converted into a $70.00 per share cash payment.
The filing also shows vested options on 953 and 5,930 shares being canceled for cash equal to the spread between the $70.00 merger consideration and their exercise prices. Vested and unvested RSUs are described as cash-settled at $70.00 per underlying share, standard for a cash merger.
For outside investors, the economic terms are driven by the underlying merger, not this insider filing. This report mainly confirms that one director’s stake was fully extinguished and paid in cash once Dayforce became a wholly owned subsidiary of the acquirer.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Options (Right to Purchase) | 953 | $0.00 | -- |
| Disposition | Options (Right to Purchase) | 5,930 | $0.00 | -- |
| Disposition | Common Stock | 25,434 | $70.00 | $1.78M |
| Disposition | Common Stock | 2,204 | $0.00 | -- |
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, (i) each issued and outstanding share of common stock ("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.
