Form 4: Dayforce Director Sells All Holdings Post-Merger

Dayforce Director Brent Bickett disposed of all his equity holdings in Dayforce, Inc. on February 4, 2026, following the company's merger into a wholly-owned subsidiary at $70.00 per share.

Summary

• Brent B. Bickett, a Director of Dayforce, Inc. (DAY), reported the disposal of all his beneficial ownership in the company.
• The transactions occurred on February 4, 2026, coinciding with the effective time of a merger.
• Dayforce, Inc. merged with and into Dawn Acquisition Merger Sub, Inc., a wholly-owned subsidiary of Dayforce Bidco, LLC, resulting in Dayforce, Inc. becoming a wholly-owned subsidiary of Dayforce Bidco, LLC.
• As per the Merger Agreement, each outstanding share of common stock was converted into the right to receive $70.00 in cash.
• Vested but unsettled Restricted Stock Units (RSUs) were converted into cash at $70.00 per share.
• Unvested RSUs fully vested and converted into cash at $70.00 per share.
• Vested stock options were converted into cash equal to the number of shares subject to the options multiplied by the excess of the $70.00 merger consideration over the option's exercise price.
• Bickett disposed of 21,340 shares of Common Stock directly, 2,864 shares from RSUs directly, and 87,374 shares indirectly through Bickett of Ponte Vedra Beach Limited Partnership, all at $70.00 per share.
• Additionally, 14,826 options with an exercise price of $50.23 were disposed of.
• Following these transactions, Brent B. Bickett holds 0 shares and 0 derivative securities in Dayforce, Inc.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as positive for the reporting person and former public shareholders, as it confirms the successful completion of a merger providing a cash exit at a predetermined value. It represents a clean and expected conclusion to the public trading of Dayforce, Inc. shares.

Positives

• Reporting Person Brent Bickett received a cash payout for all his equity holdings in Dayforce, Inc. at a fixed price of $70.00 per share.
• The merger provided a clear exit strategy and liquidity for all Dayforce, Inc. shareholders.

Negatives

• Dayforce, Inc. is no longer an independent publicly traded company, having become a wholly-owned subsidiary.
• Public shareholders no longer have an equity interest in Dayforce, Inc.

Risks

• The filing itself does not introduce new risks but confirms the completion of a merger, which typically removes the public trading risks associated with the acquired entity.

Future Outlook

Dayforce, Inc. is now a wholly-owned subsidiary of Dayforce Bidco, LLC and is no longer a publicly traded entity. As such, there is no public future outlook provided in this filing.

Industry Context

StockSavvy.ai notes that the completion of this merger signifies Dayforce, Inc.'s transition from a publicly traded company to a privately held entity under Dayforce Bidco, LLC. This is a common strategy in the technology and software sector, where private equity firms acquire companies to drive operational efficiencies or strategic transformations away from public market scrutiny. The $70.00 per share cash consideration provides a definitive valuation for public shareholders, aligning with typical M&A exits.

Comparison to Industry Standards

• The cash-out merger at a fixed price is a standard mechanism for taking a public company private, aligning with similar transactions observed in the software and technology sectors where private equity firms acquire companies.
• The treatment of common stock, RSUs, and stock options, converting them into cash based on the merger consideration, is also a standard practice in such acquisition agreements, ensuring all equity holders receive value consistent with industry norms for M&A exits.

Management Changes

Corporate Governance

Related Party Transactions

• Brent B. Bickett's indirect ownership of 87,374 shares through Bickett of Ponte Vedra Beach Limited Partnership was disposed of as part of the merger, with the reporting person disclaiming beneficial ownership except to the extent of pecuniary interest.

Stakeholder Impact

• Shareholders: Received $70.00 per share in cash for their common stock, RSUs, and options, providing liquidity and a definitive return on investment.
• Employees: While not explicitly detailed, employees holding RSUs and options also received cash payouts, potentially impacting their compensation structure under the new private ownership.
• Company (Dayforce, Inc.): Transitioned from a public entity to a private subsidiary, altering its operational and strategic focus away from public market pressures.

Next Steps

• Dayforce, Inc. will operate as a wholly-owned subsidiary of Dayforce Bidco, LLC.
• Former public shareholders of Dayforce, Inc. will no longer hold equity in the company.

Key Dates

Keywords

Dayforce, merger, acquisition, Form 4, insider transaction, stock disposal, Brent Bickett, private equity, delisting