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.

Insights

Equity compensation and M&A specialist

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.

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

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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^*

Johnson Jeremy Robert

(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)

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

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)		20,057	D	$70(2)	0	D
Common Stock	02/04/2026		D(1)		44,946(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
Performance Units	(4)	02/04/2026		D(1)			14,652	(4)	(4)	Common Stock	14,652	(4)	0	D
Performance Units	(4)	02/04/2026		D(1)			2,197	(4)	(4)	Common Stock	2,197	(4)	0	D
Performance Units	(4)	02/04/2026		D(1)			30,294	(4)	(4)	Common Stock	30,294	(4)	0	D
Performance Units	(4)	02/04/2026		D(1)			3,188	(4)	(4)	Common Stock	3,188	(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, 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").

3. 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.

4. 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.

Remarks:

For Jeremy Johnson, 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.
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FAQ

What insider transaction did Dayforce (DAY) CFO Jeremy Johnson report?

Jeremy Johnson reported an automatic disposition of all reported Dayforce common stock and performance units on February 4, 2026. The change resulted from Dayforce’s merger, where each common share was canceled and converted into a fixed cash amount per share under the Merger Agreement.

At what price were Jeremy Johnson’s Dayforce common shares cashed out?

Each Dayforce common share was converted into the right to receive $70.00 in cash. This $70.00 per-share merger consideration applied to Johnson’s 20,057 directly reported shares and other affected equity, reflecting the terms of the Agreement and Plan of Merger at the effective time.

How many Dayforce common shares did Jeremy Johnson hold after the merger?

After the merger’s effective time on February 4, 2026, Jeremy Johnson reported owning zero Dayforce common shares directly. All his reported common stock entries in the Form 4 show dispositions, with the amount of securities beneficially owned following the transactions listed as 0 shares.

What happened to Jeremy Johnson’s unvested Dayforce RSUs and PSUs in the merger?

Unvested restricted stock units and performance stock units were canceled and replaced with cash-based rights. Each right equals the number of underlying shares multiplied by the $70.00 merger consideration, generally subject to the same vesting terms and conditions that applied to the original unvested awards.

What merger transaction triggered Jeremy Johnson’s Dayforce Form 4 filing?

The filing stems from a merger where Dawn Acquisition Merger Sub, Inc. combined with Dayforce, Inc., making Dayforce a wholly owned subsidiary of Dayforce Bidco, LLC. At the effective time, each common share was canceled and converted into a $70.00 cash right, driving the reported equity dispositions.

Did Jeremy Johnson’s Dayforce performance units remain outstanding after the merger?

No, the performance units were reported as disposed of, with zero derivative securities remaining. Each unvested performance stock unit award was canceled and replaced with a right to receive cash based on the number of underlying shares and the $70.00 per-share merger consideration, preserving vesting terms.