Dayforce (DAY) CEO’s stock and awards converted in $70 per share buyout
Rhea-AI Filing Summary
Dayforce, Inc. completed a merger in which it became a wholly owned subsidiary of Dayforce Bidco, LLC. At the effective time, each share of common stock was canceled and converted into the right to receive $70.00 per share in cash as merger consideration.
Chairman and CEO David Ossip, directly and through entities including 2769139 Alberta Inc. and OsFund Inc., reported the conversion of exchangeable shares into common stock and the cash-out or cancellation of common stock and equity awards in connection with the merger. Vested options were either canceled for no consideration if their exercise price was at or above $70, or converted into cash based on the excess of $70 over the exercise price.
Unvested restricted stock units and performance stock units were canceled and replaced with rights to receive non-voting preferred stock in a parent equityholder, with a fixed value per share equal to the $70 merger consideration and generally preserving the original vesting terms.
Positive
- None.
Negative
- None.
Insights
Ossip’s equity is cashed out or rolled over as part of a $70-per-share Dayforce buyout.
This filing shows how David Ossip’s equity is treated in the Dayforce merger. All common shares are converted into a cash right of $70.00 per share, aligning his outcome with other shareholders at the same per-share price.
Exchangeable shares in a subsidiary convert one-for-one into common stock before receiving the same cash treatment. Some interests are held indirectly through entities such as 2769139 Alberta Inc. and OsFund Inc., consistent with typical executive holding structures and accompanied by beneficial ownership disclaimers.
Vested stock options with exercise prices at or above $70.00 are canceled with no payout, while in-the-money options convert into cash based on the spread over $70.00. Unvested RSUs and PSUs do not pay cash immediately; instead, they become rights to non-voting preferred stock in a parent equityholder, maintaining vesting terms and tying future value to the merger consideration structure.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Options (Right to Purchase) | 226,931 | $0.00 | -- |
| Disposition | Options (Right to Purchase) | 321,734 | $0.00 | -- |
| Disposition | Options (Right to Purchase) | 750,000 | $0.00 | -- |
| Disposition | Options (Right to Purchase) | 1,750,000 | $0.00 | -- |
| Disposition | Options (Right to Purchase) | 10,390 | $0.00 | -- |
| Disposition | Performance Units | 22,853 | $0.00 | -- |
| Disposition | Performance Units | 27,423 | $0.00 | -- |
| Disposition | Performance Units | 68,376 | $0.00 | -- |
| Disposition | Performance Units | 29,304 | $0.00 | -- |
| Disposition | Performance Units | 123,012 | $0.00 | -- |
| Disposition | Performance Units | 33,548 | $0.00 | -- |
| Disposition | Common Stock | 891,761 | $70.00 | $62.42M |
| Disposition | Common Stock | 214,241 | $0.00 | -- |
| Disposition | Common Stock | 1,860,902 | $70.00 | $130.26M |
| Disposition | Common Stock | 229,085 | $70.00 | $16.04M |
| Exercise | Exchangeable Shares | 8,328 | $0.00 | -- |
| Exercise | Exchangeable Shares | 1,860,902 | $0.00 | -- |
| Exercise | Common Stock | 8,328 | $0.00 | -- |
| Exercise | Common Stock | 1,860,902 | $0.00 | -- |
Footnotes (1)
- Each exchangeable share of Ceridian AcquisitionCo ULC, a wholly owned subsidiary of Issuer, was exchanged for one share of common stock of the Issuer ("Common Stock"). Indirectly owned through 2769139 Alberta Inc. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest. 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 merge, the "Effective Time"). Pursuant to the Merger Agreement, at the Effective Time, (i) each issued and outstanding share of 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"), (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, and (iii) each previously certified and vested but unsettled performance stock unit ("PSU") 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 PSU at the level of performance previously certified as of immediate 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 was canceled and replaced with the right to receive the number of shares of non-voting preferred stock, equal to the number of shares of Common Stock subject to the unvested RSUs, in a direct or indirect sole equityholder of Parent with a fixed value per share equal to the Merger Consideration (the "Preferred Stock" and the right, the "RSU Replacement Right"). Each RSU Replacement Right will be subject, with certain exceptions, to the same vesting terms and conditions as applied to the replaced unvested RSU. Indirectly owned through OsFund Inc. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest. 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. 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, at the Effective Time, each outstanding performance stock unit ("PSU") that was unvested immediately prior to the Effective Time was canceled and replaced with the right to receive the number of shares of Preferred Stock that is equal to the number of shares of Common Stock subject to the unvested PSUs as of immediately prior to the Effective Time (with such number of shares determined assuming achievement of all applicable performance metrics at 100% of target performance levels) (the "PSU Replacement Right"). Each PSU Replacement Right will be subject, with certain exceptions, to the same vesting terms and conditions as applied to the replaced unvested PSU.
