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Dayforce (DAY) director’s stake cashed out in $70.00-per-share merger

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Form Type
4

Rhea-AI Filing Summary

Dayforce, Inc. director Thomas M. Hagerty reported the disposition of his Dayforce common stock and stock options in connection with the company’s merger into 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 per share in cash.

Vested and unvested restricted stock units were converted into cash based on this $70.00 per share Merger Consideration. Certain shares were held indirectly by a trust for the benefit of funds affiliated with Thomas H. Lee Partners. Vested stock options with exercise prices at or above $70.00 were canceled for no consideration, leaving no derivative securities or common shares reported as beneficially owned after the transaction.

Positive

  • None.

Negative

  • None.
Insider HAGERTY THOMAS M
Role Director
Type Security Shares Price Value
Disposition Options (Right to Purchase) 11,609 $0.00 --
Disposition Options (Right to Purchase) 6,803 $0.00 --
Disposition Common Stock 72,245 $70.00 $5.06M
Disposition Common Stock 2,798 $0.00 --
Disposition Common Stock 84,235 $70.00 $5.90M
Holdings After Transaction: Options (Right to Purchase) — 0 shares (Direct); Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, By Trust)
Footnotes (1)
  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. The shares are held for the benefit of certain funds (the "THL Funds") affiliated with Thomas H. Lee Partners, L.P. ("THL Partners") pursuant to the operative agreements among the THL Funds. Mr. Hagerty is a Managing Director of THL Partners. 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.
Form 4 Insider Transactions: What Each Field Means →
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
HAGERTY THOMAS M
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
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) 72,245 D $70(2) 0 D
Common Stock 02/04/2026 D(1) 2,798(3) D (3) 0 D
Common Stock 02/04/2026 D(1) 84,235 D $70(2) 0 I By Trust
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) $74.2 02/04/2026 D(1) 11,609(4) (5) 08/21/2030 Common Stock 11,609 (5) 0 D
Options (Right to Purchase) $87.4 02/04/2026 D(1) 6,803 (5) 05/07/2031 Common Stock 6,803 (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, (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.
3. 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.
4. The shares are held for the benefit of certain funds (the "THL Funds") affiliated with Thomas H. Lee Partners, L.P. ("THL Partners") pursuant to the operative agreements among the THL Funds. Mr. Hagerty is a Managing Director of THL Partners.
5. 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.
Remarks:
For Thomas Hagerty, 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did the Dayforce (DAY) Form 4 filed for Thomas M. Hagerty report?

The Form 4 reports that director Thomas M. Hagerty’s Dayforce common stock and stock options were disposed of in connection with a merger, leaving no reported beneficial ownership. All actions followed the terms of an Agreement and Plan of Merger.

What cash amount did Dayforce shareholders receive in the merger?

Each issued and outstanding share of Dayforce common stock was canceled and converted into the right to receive $70.00 per share in cash. This cash payment, called the Merger Consideration, applied at the effective time when Dayforce became a wholly owned subsidiary of Dayforce Bidco, LLC.

How were Dayforce restricted stock units (RSUs) treated in the merger?

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 cash equal to the number of RSU shares multiplied by the $70.00 Merger Consideration.

What happened to Dayforce stock options held by Thomas M. Hagerty?

Vested stock options with per-share exercise prices equal to or greater than the $70.00 Merger Consideration were canceled for no consideration at the merger’s effective time. As a result, the Form 4 shows zero derivative securities beneficially owned following the reported transactions.

How were indirectly held Dayforce shares reported for Thomas M. Hagerty?

Some shares were reported as indirectly held “By Trust” for the benefit of certain funds affiliated with Thomas H. Lee Partners. The Form 4 notes these shares were held for the THL Funds under operative agreements, with Hagerty serving as a Managing Director of THL Partners.

What structural change occurred to Dayforce in this merger?

Dawn Acquisition Merger Sub, Inc. merged with and into Dayforce, Inc., with Dayforce continuing as the surviving corporation. After the effective time, Dayforce operates as a wholly owned subsidiary of Dayforce Bidco, LLC, formerly known as Dawn Bidco, LLC.