Dayforce (DAY) President & COO exits equity as $70-per-share merger closes

Rhea-AI Filing Summary

Dayforce, Inc. executive Stephen H. Holdridge reported the automatic disposition of his equity in connection with Dayforce’s merger. On February 4, 2026, Dayforce merged with Dawn Acquisition Merger Sub, becoming a wholly owned subsidiary of Dayforce Bidco, LLC.

At the merger’s effective time, each issued and outstanding share of Dayforce common stock was canceled and converted into the right to receive $70.00 in cash per share. Holdridge’s reported common stock positions, totaling 59,131 shares at $70.00 per share and an additional 117,683 shares, went to zero following the transaction.

Unvested restricted stock units and performance stock units were canceled and replaced with cash-based rights equal to the number of underlying shares (PSUs at 100% of target performance) multiplied by the $70.00 merger consideration, generally retaining their prior vesting terms. Vested stock options with exercise prices at or above $70.00 per share were canceled for no consideration.

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^*

Holdridge Stephen H.

(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)
	President, COO

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)		59,131	D	$70(2)	0	D
Common Stock	02/04/2026		D(1)		117,683(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
Options (Right to Purchase)	$70.73	02/04/2026		D(1)			65,547	(4)	02/28/2030	Common Stock	65,547	(4)	0	D
Performance Units	(5)	02/04/2026		D(1)			9,141	(5)	(5)	Common Stock	9,141	(5)	0	D
Performance Units	(5)	02/04/2026		D(1)			8,227	(5)	(5)	Common Stock	8,227	(5)	0	D
Performance Units	(5)	02/04/2026		D(1)			24,420	(5)	(5)	Common Stock	24,420	(5)	0	D
Performance Units	(5)	02/04/2026		D(1)			3,663	(5)	(5)	Common Stock	3,663	(5)	0	D
Performance Units	(5)	02/04/2026		D(1)			66,398	(5)	(5)	Common Stock	66,398	(5)	0	D
Performance Units	(5)	02/04/2026		D(1)			6,989	(5)	(5)	Common Stock	6,989	(5)	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, 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.

5. 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 Stephen Holdridge, pursuant to the Power of Attorney previously filed.

	/s/ William E. McDonald, attorney-in-fact	02/04/2026
	** Signature of Reporting Person	Date
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FAQ

What did Dayforce (DAY) executive Stephen Holdridge report in this Form 4 filing?

Stephen H. Holdridge reported the disposition of all his Dayforce equity on February 4, 2026, due to the company’s merger. His common stock, options, restricted stock units, and performance stock units were canceled or converted into cash-based rights under the merger terms.

What cash amount did Dayforce (DAY) shareholders receive per share in the merger?

Each issued and outstanding Dayforce common share was canceled and converted into the right to receive $70.00 in cash per share. This fixed cash consideration applied at the merger’s effective time when Dayforce became a wholly owned subsidiary of Dayforce Bidco, LLC.

How were Stephen Holdridge’s unvested RSUs treated in the Dayforce (DAY) merger?

Each unvested restricted stock unit was canceled and replaced with a right to receive cash equal to shares underlying the RSU multiplied by the $70.00 merger price. These cash replacement RSU amounts generally keep the same vesting terms and conditions as the original RSU awards.

What happened to Stephen Holdridge’s performance stock units in the Dayforce (DAY) merger?

Unvested performance stock units were canceled and replaced with cash rights based on underlying shares at 100% of target performance, multiplied by $70.00. These cash replacement PSU amounts generally retain the original vesting terms, subject to limited exceptions described in the agreement.

How were Stephen Holdridge’s stock options affected by the Dayforce (DAY) merger?

Each vested stock option with a per share exercise price equal to or greater than the $70.00 merger consideration was canceled for no consideration at the effective time. As a result, the reported option position of 65,547 shares went to zero following the transaction.

What corporate transaction triggered this Form 4 for Dayforce (DAY)?

The filing was triggered by the consummation of a merger under an Agreement and Plan of Merger dated August 20, 2025. On February 4, 2026, Dawn Acquisition Merger Sub merged into Dayforce, leaving Dayforce as a wholly owned subsidiary of Dayforce Bidco, LLC.