Form 4: Dayforce CEO Ossip Reports Share Dispositions Post-Merger

Dayforce, Inc. Chairman and CEO David D. Ossip reported significant dispositions of common stock, options, and performance units following the company's merger into a wholly-owned subsidiary.

Summary

• Dayforce, Inc. completed a merger on February 4, 2026, becoming a wholly-owned subsidiary of Dayforce Bidco, LLC (Parent).
• David D. Ossip, Chairman and CEO, disposed of all his directly and indirectly held common stock in Dayforce, Inc. as part of the merger.
• Each outstanding share of common stock was canceled and converted into the right to receive $70.00 in cash per share (Merger Consideration).
• Vested but unsettled restricted stock units (RSUs) and performance stock units (PSUs) were converted into the right to receive cash equal to the Merger Consideration multiplied by the number of shares subject to them.
• Unvested RSUs and PSUs were canceled and replaced with rights to receive non-voting preferred stock in the Parent company, subject to the original vesting terms and conditions.
• Vested stock options with an exercise price equal to or greater than the Merger Consideration were canceled for no consideration.
• Vested stock options with an exercise price less than the Merger Consideration were converted into the right to receive cash equal to the difference between the Merger Consideration and the exercise price, multiplied by the number of shares subject to the option.
• Ossip's transactions included the exchange of 8,328 direct and 1,860,902 indirect exchangeable shares for common stock on February 3, 2026, immediately prior to their disposition in the merger.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a neutral to positive event for former public shareholders who received a cash payout, but a significant structural change for the company as it transitions to private ownership. For the reporting person, it represents a conversion of public equity holdings into cash and private equity.

Positives

• The merger successfully closed, providing former public shareholders with a cash payout of $70.00 per share.
• Vested equity awards (RSUs, PSUs, and in-the-money options) were converted into cash, providing liquidity to the reporting person.

Negatives

• The company is no longer publicly traded in its previous form, meaning public shareholders no longer hold equity in Dayforce, Inc.
• Unvested equity awards (RSUs and PSUs) held by the reporting person were converted into non-voting preferred stock in the private Parent company, changing the nature of the investment and its liquidity.

Risks

• The conversion of unvested RSUs and PSUs into non-voting preferred stock of the private Parent company changes the investment profile for holders, potentially impacting liquidity and valuation compared to publicly traded common stock.

Future Outlook

The filing does not provide a future outlook for Dayforce, Inc. as it has become a wholly-owned subsidiary of a private entity. Its future operations and financial reporting will no longer be subject to public disclosure requirements in the same manner.

Industry Context

StockSavvy.ai notes this filing represents the finalization of a take-private merger, a common strategy in the technology and software industry where public companies are acquired by private equity firms or larger corporations. Such transactions typically result in the delisting of the acquired company's stock and the conversion of existing equity into cash or shares in the acquiring private entity.

Comparison to Industry Standards

• The process described, including the cash-out of common stock and vested equity, and the conversion of unvested equity into private company shares, is standard for take-private mergers in the industry.
• The $70.00 per share cash consideration would have been determined through negotiations, typically reflecting a premium over the pre-announcement trading price, similar to other notable take-private deals in the software sector.

Corporate Governance

Related Party Transactions

• Indirect ownership of common stock and exchangeable shares by David D. Ossip through 2769139 Alberta Inc. and OsFund Inc. were part of the merger transactions. The reporting person disclaims beneficial ownership except to the extent of pecuniary interest.

Stakeholder Impact

• Shareholders: Received $70.00 per share in cash for their common stock, providing liquidity and a defined return.
• Employees (with unvested equity): Their unvested RSUs and PSUs were converted into non-voting preferred stock in the private Parent company, changing the nature of their equity compensation from public to private.

Key Dates

Keywords

Dayforce, DAY, David Ossip, Merger, Form 4, Insider Transaction, Beneficial Ownership, Equity Disposition, Stock Options, Performance Units, SEC Filing, Take-Private