Director linked to Dayforce (DAY) reports $70-per-share merger cash-out
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Dayforce, Inc. director Brent B. Bickett reported the cash-out of his equity in connection with the company’s merger. On February 4, 2026, all reported common shares and options were disposed of as Dayforce was acquired and became a wholly owned subsidiary of Dayforce Bidco, LLC.
Under the merger agreement, each share of Dayforce common stock was canceled and converted into the right to receive $70.00 in cash per share. Vested and unvested restricted stock units, as well as vested stock options, were also converted into cash based on the $70.00 merger consideration and, for options, the excess over the exercise price. A large block of shares was held indirectly through Bickett of Ponte Vedra Beach Limited Partnership, for which Bickett disclaims beneficial ownership beyond his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
BICKETT BRENT B
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Options (Right to Purchase) | 14,826 | $0.00 | -- |
| Disposition | Common Stock | 21,340 | $70.00 | $1.49M |
| Disposition | Common Stock | 2,864 | $0.00 | -- |
| Disposition | Common Stock | 87,374 | $70.00 | $6.12M |
Holdings After Transaction:
Options (Right to Purchase) — 0 shares (Direct);
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, See Footnote)
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, (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. Indirectly owned through Bickett of Ponte Vedra Beach Limited Partnership. 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 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.
FAQ
What did Dayforce (DAY) director Brent Bickett report in this Form 4?
He reported the disposal of all reported Dayforce equity on February 4, 2026. The transactions reflect his common shares and options being cashed out in connection with Dayforce’s merger and its conversion into a wholly owned subsidiary of Dayforce Bidco, LLC.
How were Dayforce (DAY) restricted stock units treated at the merger closing?
All vested but unsettled RSUs were canceled and converted into cash based on $70.00 per underlying share. Unvested RSUs fully vested at the effective time and were also converted into a cash payment equal to the number of RSU shares multiplied by the $70.00 merger price.
What happened to Dayforce (DAY) stock options held by the reporting person?
Each vested stock option was converted into a cash right equal to the number of underlying shares times the excess of the $70.00 merger consideration over the option’s exercise price. After this conversion, the Form 4 shows zero derivative securities remaining beneficially owned.