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

Rhea-AI Filing Summary

Dayforce, Inc. director Andrea Rosen reported the cash-out and cancellation of her equity holdings in connection with Dayforce’s merger. On February 4, 2026, all reported common shares were disposed of for $70.00 per share under the agreed merger consideration.

Dayforce merged with Dawn Acquisition Merger Sub, becoming a wholly owned subsidiary of Dayforce Bidco, LLC. At the merger’s effective time, vested and unvested RSUs were converted into cash based on the same $70.00 per-share consideration. Vested stock options were either cashed out for the in-the-money value or canceled with no payment if their exercise price was at or above $70.00.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Rosen Andrea

Role Director

Type	Security	Shares	Price	Value
Disposition	Options (Right to Purchase)	9,532	$0.00	--
Disposition	Options (Right to Purchase)	3,869	$0.00	--
Disposition	Options (Right to Purchase)	8,164	$0.00	--
Disposition	Options (Right to Purchase)	14,233	$0.00	--
Disposition	Common Stock	11,207	$70.00	$784K
Disposition	Common Stock	2,204	$0.00	--

Holdings After Transaction: Options (Right to Purchase) — 0 shares (Direct); Common Stock — 0 shares (Direct)

Footnotes (1)

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. 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.

Form 4 Insider Transactions: What Each Field Means →

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
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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^*

Rosen Andrea

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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)		11,207	D	$70(2)	0	D
Common Stock	02/04/2026		D(1)		2,204(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)	$65.26	02/04/2026		D(1)			9,532	(4)	05/08/2030	Common Stock	9,532	(4)	0	D
Options (Right to Purchase)	$74.2	02/04/2026		D(1)			3,869	(5)	08/21/2030	Common Stock	3,869	(5)	0	D
Options (Right to Purchase)	$87.4	02/04/2026		D(1)			8,164	(5)	05/07/2031	Common Stock	8,164	(5)	0	D
Options (Right to Purchase)	$50.23	02/04/2026		D(1)			14,233	(4)	05/11/2032	Common Stock	14,233	(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, (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.

3. 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.

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.

5. 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.

Remarks:

For Andrea Rosen, 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What did Dayforce (DAY) disclose about Andrea Rosen’s Form 4 transaction?

Andrea Rosen reported disposing of all reported Dayforce common shares and stock options on February 4, 2026. The transactions occurred in connection with Dayforce’s merger, where shares were converted into cash consideration of $70.00 per share under the merger agreement.

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

Each issued and outstanding Dayforce common share was canceled at the merger’s effective time and automatically converted into the right to receive $70.00 in cash per share. This cash amount is defined as the merger consideration in the merger agreement among the involved entities.

What happened to vested and unvested RSUs in the Dayforce (DAY) merger?

At the effective time, each vested but unsettled RSU was canceled and converted into cash equal to $70.00 times the RSU share count. Each unvested RSU fully vested, then similarly converted into a cash right based on the same per-share merger consideration.

How were Dayforce (DAY) stock options affected by the merger?

Each vested stock option was converted into a cash right equal to the number of underlying shares multiplied by the excess of $70.00 over the option’s exercise price. Vested options with exercise prices at or above $70.00 were canceled with no consideration paid.

What structural change occurred to Dayforce (DAY) as a result of the merger?

Dawn Acquisition Merger Sub, Inc. merged with and into Dayforce, Inc. on February 4, 2026. After this transaction, Dayforce continued its corporate existence as a wholly owned subsidiary of Dayforce Bidco, LLC, reflecting a change in ownership structure.

Why does Andrea Rosen’s Form 4 show zero Dayforce (DAY) shares after the transaction?

The Form 4 shows zero shares and options remaining because all reported common stock, RSUs, and vested options were canceled or converted into cash at the merger’s effective time. This treatment followed the specific cash-out and cancellation terms set in the merger agreement.