Dayforce (DAY) director’s shares and options cashed out in $70 merger

Rhea-AI Filing Summary

Dayforce director Ronald Clarke reported the automatic cash-out of his equity in Dayforce, Inc. in connection with the closing of a merger with Dayforce Bidco, LLC. On February 4, 2026, all his Dayforce common stock and options were disposed of under the merger terms.

He reported disposition of 33,873 shares of common stock at $70.00 per share and a further 2,204 common shares tied to restricted stock units, leaving him with zero shares. In addition, 9,532 vested stock options with a $65.26 exercise price were canceled and converted into a cash right based on the $70.00 merger consideration per share.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Clarke Ronald

Role Director

Type	Security	Shares	Price	Value
Disposition	Options (Right to Purchase)	9,532	$0.00	--
Disposition	Common Stock	33,873	$70.00	$2.37M
Disposition	Common Stock	2,204	$0.00	--

Holdings After Transaction: Options (Right to Purchase) — 0 shares (Direct); Common Stock — 0 shares (Direct)

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, 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 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. 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.

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^*

Clarke Ronald

(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)		33,873	D	$70(2)	0	D
Common Stock	02/04/2026		D(1)		2,204(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)	$65.26	02/04/2026		D(1)			9,532	(4)	05/08/2030	Common Stock	9,532	(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 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. 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.

Remarks:

For Ronald Clarke, 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.

FAQ

What did Dayforce (DAY) disclose in this Form 4 filing?

Dayforce (DAY) disclosed that director Ronald Clarke had all his reported Dayforce equity positions cashed out on February 4, 2026, when a merger closed. His common shares and vested stock options were canceled and converted into cash under the merger agreement.

How many Dayforce (DAY) shares did Ronald Clarke have cashed out?

Ronald Clarke had 33,873 shares of Dayforce common stock cashed out at $70.00 per share, plus 2,204 additional common shares related to restricted stock units. After these merger-related transactions, the Form 4 shows he held zero Dayforce common shares.

What merger affected Ronald Clarke’s Dayforce (DAY) holdings?

His holdings were affected by a merger under an August 20, 2025 Merger Agreement among Dayforce, Inc., Dayforce Bidco, LLC, and a merger subsidiary. On February 4, 2026, Dayforce became a wholly owned subsidiary of Dayforce Bidco, triggering the cash-out.

What price did Dayforce (DAY) shareholders receive in the merger?

Each issued and outstanding share of Dayforce common stock was converted into the right to receive $70.00 in cash per share. This $70.00 merger consideration also served as the reference value for cashing out restricted stock units and vested stock options held by insiders.

How were Ronald Clarke’s Dayforce (DAY) stock options treated?

Clarke’s 9,532 vested stock options, with a $65.26 exercise price, were canceled and converted into cash. The cash amount equaled the number of option shares multiplied by the excess of the $70.00 merger price over the option exercise price, consistent with the merger terms.

What happened to Dayforce (DAY) restricted stock units at the merger?

At the merger’s effective time, each unvested restricted stock unit (RSU) fully vested and converted into a cash right. The cash value equaled the number of RSU shares multiplied by the $70.00 merger consideration, aligning RSU holders’ treatment with common shareholders.