Dayforce (DAY) merger converts executive stock and awards into $70 cash
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Dayforce, Inc. executive Joseph B. Korngiebel reported the automatic cash-out of his equity in connection with the company’s merger. On February 4, 2026, all of his common shares and performance units were disposed of when Dayforce merged with Dawn Acquisition Merger Sub, leaving him with zero reported beneficial ownership.
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. Unvested restricted stock units and performance stock units were canceled and replaced with cash rights equal to the number of underlying shares multiplied by the $70.00 merger consideration, generally continuing on the same vesting schedule as the original awards.
Positive
- None.
Negative
- None.
Insider Trade Summary
8 transactions reported
Mixed
8 txns
Insider
Korngiebel Joseph B
Role
EVP, CSPTO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Performance Units | 9,141 | $0.00 | -- |
| Disposition | Performance Units | 8,227 | $0.00 | -- |
| Disposition | Performance Units | 24,420 | $0.00 | -- |
| Disposition | Performance Units | 3,663 | $0.00 | -- |
| Disposition | Performance Units | 66,398 | $0.00 | -- |
| Disposition | Performance Units | 6,989 | $0.00 | -- |
| Disposition | Common Stock | 127,242 | $70.00 | $8.91M |
| Disposition | Common Stock | 108,821 | $0.00 | -- |
Holdings After Transaction:
Performance Units — 0 shares (Direct);
Common Stock — 0 shares (Direct)
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.
FAQ
What does Joseph Korngiebel’s Form 4 filing for Dayforce (DAY) report?
The Form 4 reports that EVP Joseph B. Korngiebel’s Dayforce common shares and performance units were disposed of on February 4, 2026, in connection with a merger, and that he reported beneficial ownership of zero shares and zero derivative securities after the transactions.
How were Dayforce (DAY) restricted stock units treated in the merger?
Unvested restricted stock units were canceled at the effective time and replaced with cash rights equal to the number of underlying shares multiplied by the $70.00 merger consideration, generally remaining subject to the same vesting terms and conditions as the original RSU awards.
How were Dayforce (DAY) performance stock units treated in the merger?
Unvested performance stock units were canceled and replaced with cash rights based on the number of underlying shares, assuming 100% target performance, multiplied by the $70.00 merger consideration, with those cash amounts generally subject to the same vesting conditions as the original PSU awards.
What corporate transaction triggered the insider equity changes at Dayforce (DAY)?
The changes were triggered by a merger under an Agreement and Plan of Merger in which Dawn Acquisition Merger Sub, Inc. merged into Dayforce, Inc., making Dayforce a wholly owned subsidiary of Dayforce Bidco, LLC at the effective time on February 4, 2026.