Dayforce (DAY) director’s shares and options exit in $70-per-share merger
Rhea-AI Filing Summary
Dayforce, Inc. director Linda Mantia reported the automatic cash-out and cancellation of her equity in connection with Dayforce’s merger at $70.00 per share. On February 4, 2026, she disposed of 22,861 shares of common stock at $70.00 per share and 2,380 additional common shares tied to restricted stock units under the merger terms, leaving her with no Dayforce common stock.
Under the merger agreement, Dayforce became a wholly owned subsidiary of Dayforce Bidco, LLC. Each restricted stock unit converted into a cash right based on $70.00 per share. Vested stock options with exercise prices at or above $70.00 were canceled for no consideration, while other vested options were converted into cash equal to their intrinsic value, so all listed options (3,869, 2,721 and 4,744 underlying shares) now show zero remaining holdings.
Positive
- None.
Negative
- None.
Insights
Director’s equity was cashed out or canceled under a $70-per-share merger, not via open-market selling.
This Form 4 shows how Linda Mantia’s Dayforce equity was treated when Dayforce, Inc. became a wholly owned subsidiary of Dayforce Bidco, LLC. Her $70.00-per-share merger consideration applied to common shares and restricted stock units, converting these awards into cash and reducing her reported common stock holdings to zero.
The filing also explains option treatment. Vested options with exercise prices at or above $70.00 were canceled for no payment, while vested options with lower exercise prices became cash rights equal to their intrinsic value. This pattern is typical in cash mergers and reflects the broader transaction economics, rather than a discretionary insider trade.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Options (Right to Purchase) | 3,869 | $0.00 | -- |
| Disposition | Options (Right to Purchase) | 2,721 | $0.00 | -- |
| Disposition | Options (Right to Purchase) | 4,744 | $0.00 | -- |
| Disposition | Common Stock | 22,861 | $70.00 | $1.60M |
| Disposition | Common Stock | 2,380 | $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, each vested but unsettled restricted stock unit ("RSU") was canceled and converted automatically into the right to receive an amount in cash equal to $70.00 per share of common stock ("Common Stock") (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 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.
