Form 4: Dayforce Director Cashes Out in $70/Share Merger

Dayforce Director Ronald Clarke disposed of all his common stock, RSUs, and vested options on February 4, 2026, as Dayforce, Inc. merged into a wholly-owned subsidiary of Dayforce Bidco, LLC.

Summary

• Ronald Clarke, a Director of Dayforce, Inc., reported the disposition of his beneficial ownership in the company.
• The transactions occurred on February 4, 2026, in connection with the consummation of a merger agreement dated August 20, 2025.
• Dayforce, Inc. merged with and into Dawn Acquisition Merger Sub, Inc., a wholly-owned subsidiary of Dayforce Bidco, LLC, becoming a private entity.
• Clarke disposed of 33,873 shares of common stock, which were canceled and converted into a cash payment of $70.00 per share.
• He also disposed of 2,204 restricted stock units (RSUs), which fully vested and converted into cash at $70.00 per share.
• Additionally, 9,532 vested stock options were disposed of, converting into cash equal to the number of shares multiplied by the excess of the $70.00 merger consideration over the $65.26 exercise price per option.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive event for shareholders who received a defined cash premium for their shares, reflecting a successful exit for the company's public listing. The sentiment is neutral to positive as it represents the finalization of a previously announced corporate action.

Positives

• Shareholders, including Director Ronald Clarke, received a cash payment of $70.00 per share for their common stock and RSUs, representing a clear exit value.
• Vested stock options were also cashed out, providing liquidity to option holders.

Negatives

• Dayforce, Inc. is no longer a publicly traded company, as it became a wholly-owned subsidiary of Dayforce Bidco, LLC.
• Director Ronald Clarke no longer holds any beneficial ownership in Dayforce, Inc. following the merger.

Future Outlook

The filing reports a completed merger transaction, resulting in Dayforce, Inc. becoming a private entity. No forward-looking statements regarding the company's future performance as a public entity are applicable.

Industry Context

StockSavvy.ai notes that this Form 4 filing is a standard disclosure following a take-private merger, where insiders' equity holdings are converted into cash according to the terms of the merger agreement. This reflects a common outcome for public companies transitioning to private ownership.

Comparison to Industry Standards

• The $70.00 per share merger consideration is specific to the terms negotiated for Dayforce, Inc.'s acquisition. Without details on the company's valuation metrics prior to the merger announcement, a direct comparison to industry-standard acquisition premiums or multiples for similar software or HR technology companies is not possible from this filing alone.

Corporate Governance

Related Party Transactions

• The disposition of Director Ronald Clarke's securities is a direct consequence of the merger agreement between Dayforce, Inc. and Dayforce Bidco, LLC, which involved the cashing out of all public and insider equity holdings.

Stakeholder Impact

• Shareholders: Received a cash payment of $70.00 per share for their equity, providing liquidity and a defined return on investment.
• Employees (with equity): Those holding RSUs and vested options also received cash payouts, realizing value from their equity compensation.
• Company: Dayforce, Inc. is now a private entity, operating under the ownership and strategic direction of Dayforce Bidco, LLC.

Next Steps

• Dayforce, Inc. will continue operations as a wholly-owned subsidiary of Dayforce Bidco, LLC, no longer trading publicly.

Key Dates

Keywords

Dayforce, merger, acquisition, Form 4, insider transaction, common stock, RSU, stock options, beneficial ownership, going private