Dayforce (DAY) CFO equity cashed out at $70 per share in merger
Rhea-AI Filing Summary
Dayforce EVP and CFO Jeremy Johnson reported the automatic disposition of his equity in connection with the company’s merger. On February 4, 2026, all his reported common stock was canceled, including 20,057 shares at $70.00 per share and an additional 44,946 shares, leaving him with no directly held shares.
Under the Merger Agreement, each Dayforce common share was converted into the right to receive $70.00 in cash. Johnson’s unvested equity was also affected: multiple performance stock unit awards covering 14,652, 2,197, 30,294, and 3,188 underlying shares were canceled and replaced with cash-based rights tied to the same $70.00 per-share merger consideration, generally preserving prior vesting conditions.
Positive
- None.
Negative
- None.
Insights
Johnson’s Form 4 shows automatic equity cash-out and conversion tied to Dayforce’s $70-per-share merger.
The transactions for Dayforce EVP and CFO Jeremy Johnson are mechanically driven by a completed merger, not open-market trading. Every outstanding Dayforce common share was canceled and converted into a right to receive $70.00 per share at the merger’s effective time.
His directly held common stock, including 20,057 shares at $70.00 per share, went to zero after the cash-out. Unvested RSUs and PSUs did not disappear; instead, they became cash-based rights equal to the number of underlying shares multiplied by $70.00, generally keeping the same vesting terms disclosed for those awards.
From an investor perspective, this Form 4 mainly confirms how senior executive equity converted in the transaction, rather than signaling a discretionary insider view on Dayforce’s prospects. Future company disclosures, if any, would come from the post-merger parent rather than from Dayforce as a standalone public issuer.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Performance Units | 14,652 | $0.00 | -- |
| Disposition | Performance Units | 2,197 | $0.00 | -- |
| Disposition | Performance Units | 30,294 | $0.00 | -- |
| Disposition | Performance Units | 3,188 | $0.00 | -- |
| Disposition | Common Stock | 20,057 | $70.00 | $1.40M |
| Disposition | Common Stock | 44,946 | $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 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 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.
