Form 4: Dayforce CFO Disposes Shares Post-Merger

Dayforce, Inc.'s EVP and CFO, Jeremy Robert Johnson, disposed of common stock, RSUs, and PSUs following the company's merger into a wholly-owned subsidiary of Dayforce Bidco, LLC.

Summary

• Dayforce, Inc. completed a merger on February 4, 2026, becoming a wholly-owned subsidiary of Dayforce Bidco, LLC.
• The merger agreement, dated August 20, 2025, resulted in each outstanding share of Dayforce common stock being converted into the right to receive $70.00 in cash.
• Jeremy Robert Johnson, EVP and CFO, disposed of 20,057 shares of common stock at $70.00 per share.
• Unvested Restricted Stock Units (RSUs) held by Johnson, representing 44,946 shares, were canceled and replaced with a cash amount equal to the number of shares multiplied by the $70.00 merger consideration, subject to original vesting terms.
• Unvested Performance Stock Units (PSUs) held by Johnson, totaling 50,331 units (assuming 100% target performance), were canceled and replaced with a cash amount equal to the number of shares multiplied by the $70.00 merger consideration, subject to original vesting terms.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it is a factual report of a completed, pre-announced corporate transaction (merger) and the subsequent required insider equity disposal.

Positives

• The successful completion of the merger provides liquidity to shareholders at a pre-determined cash value.
• Jeremy Robert Johnson received cash for his equity holdings, including common stock, RSUs, and PSUs, at the merger consideration price.

Negatives

• Dayforce, Inc. is no longer a publicly traded company, removing its stock from public markets.
• Jeremy Robert Johnson no longer holds direct beneficial ownership in Dayforce, Inc. common stock or derivative securities.

Future Outlook

The filing indicates that Dayforce, Inc. is now a wholly-owned subsidiary of Dayforce Bidco, LLC. Cash replacement amounts for unvested RSUs and PSUs will remain subject to their original vesting terms and conditions.

Industry Context

StockSavvy.ai notes that this Form 4 signifies the completion of Dayforce's transition from a publicly traded entity to a private company, a common outcome in private equity-led acquisitions, removing it from public market scrutiny and potentially allowing for long-term strategic shifts without quarterly pressures.

Corporate Governance

Stakeholder Impact

• Shareholders: All public shareholders received $70.00 cash per share for their common stock.
• Employees (with equity awards): Employees holding unvested RSUs and PSUs will receive cash replacement amounts subject to their original vesting schedules.

Next Steps

• Cash Replacement RSU Amounts will be subject to the same vesting terms and conditions as applied to the replaced unvested RSUs.
• Cash Replacement PSU Amounts will be subject to the same vesting terms and conditions as applied to the replaced unvested PSUs.

Key Dates

Keywords

Dayforce, DAY, Merger, Form 4, Insider Transaction, CFO, Jeremy Johnson, Equity Disposal, Private Company