Form 4: Dayforce COO Disposes Shares in $70/Share Merger

Dayforce, Inc. President and COO Stephen H. Holdridge reported the disposition of common stock, options, RSUs, and PSUs following the company's merger into a wholly-owned subsidiary at $70 per share.

Summary

• Stephen H. Holdridge, President and COO of Dayforce, Inc., reported the disposition of his beneficial ownership in the company.
• The disposition occurred on February 4, 2026, in connection with the merger of Dayforce, Inc. into a wholly-owned subsidiary of Dayforce Bidco, LLC.
• Each outstanding share of Dayforce common stock was converted into the right to receive $70.00 in cash.
• Holdridge disposed of 59,131 shares of common stock at $70.00 per share.
• He also disposed of 117,683 shares related to unvested Restricted Stock Units (RSUs) and 118,838 shares related to various Performance Stock Units (PSUs).
• Unvested RSUs and PSUs were canceled and replaced with cash rights based on the $70.00 merger consideration, subject to original vesting terms.
• Vested stock options with an exercise price equal to or greater than $70.00 were canceled for no consideration, including 65,547 options with an exercise price of $70.73.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive outcome for Dayforce shareholders who received a cash payout for their shares, reflecting the successful completion of a corporate acquisition. The disposition of securities by an insider is a procedural step following such an event.

Positives

• Shareholders received a cash consideration of $70.00 per share for their common stock, representing a clear exit value.
• Unvested Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) were converted into cash replacement rights, providing value to employees holding these awards, subject to their original vesting terms.

Negatives

• Vested stock options with an exercise price of $70.73, which was greater than the $70.00 merger consideration, were canceled for no consideration, resulting in a loss of potential value for the option holder.
• Dayforce, Inc. ceased to be an independent publicly traded entity, becoming a wholly-owned subsidiary, which means its stock is no longer available for public trading.

Future Outlook

The filing does not provide forward-looking statements or guidance for the newly formed wholly-owned subsidiary. It solely reports the disposition of securities related to a completed merger.

Industry Context

StockSavvy.ai notes that this Form 4 filing confirms the successful completion of the acquisition of Dayforce, Inc., a common occurrence in the technology and software industry as larger entities consolidate market share or integrate complementary services. Such mergers often lead to delisting of the acquired company and a shift in focus from public reporting to integration efforts.

Comparison to Industry Standards

• StockSavvy.ai observes that the merger consideration of $70.00 per share for Dayforce, Inc. common stock aligns with typical acquisition premiums seen in the software sector, where companies like Salesforce acquiring Slack or Microsoft acquiring Activision Blizzard often involve significant cash payouts to shareholders.
• The treatment of equity awards (RSUs, PSUs, options) with cash replacement or cancellation based on exercise price relative to merger consideration is standard practice in such transactions, ensuring a clean exit for the acquired entity's equity holders.

Stakeholder Impact

• Shareholders: Received $70.00 cash per share, indicating a successful exit for public investors.
• Employees (holding RSUs/PSUs): Their unvested equity awards were converted into cash replacement rights, maintaining value subject to original vesting terms.
• Management (Stephen H. Holdridge): Disposed of significant equity holdings as part of the merger, receiving cash for common stock and cash rights for unvested awards, while out-of-the-money options were canceled.

Key Dates

Keywords

Dayforce, DAY, Merger, Acquisition, Form 4, Insider Transaction, Stephen Holdridge, Common Stock, RSU, PSU, Stock Options, Corporate Action