Form 4: Dayforce Director Sells All Shares Post-Merger

Dayforce, Inc. Director Deborah A. Farrington disposed of all her common stock, RSUs, and stock options following the company's merger into a wholly-owned subsidiary of Dayforce Bidco, LLC.

Summary

• Deborah A. Farrington, a Director of Dayforce, Inc., reported the disposal of all her beneficial ownership in the company on February 4, 2026.
• The transactions occurred in connection with the consummation of a merger agreement dated August 20, 2025, where Dayforce, Inc. merged with a subsidiary of Dayforce Bidco, LLC, becoming a wholly-owned subsidiary.
• Each outstanding share of Dayforce, Inc. common stock was canceled and converted into the right to receive $70.00 in cash.
• Farrington disposed of 25,434 shares of common stock at a price of $70.00 per share.
• All vested and unvested Restricted Stock Units (RSUs) were canceled, with unvested RSUs fully vesting, and converted into the right to receive cash equal to the merger consideration multiplied by the number of shares.
• Farrington disposed of 2,204 shares related to RSUs.
• Vested stock options were converted into the right to receive cash equal to the number of shares subject to the options multiplied by the excess of the merger consideration over the exercise price.
• Farrington disposed of 953 vested stock options with an exercise price of $65.26 and 5,930 vested stock options with an exercise price of $50.23.
• Following these transactions, Farrington holds 0 shares of common stock and 0 derivative securities in Dayforce, Inc.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a neutral to slightly positive event for the market as it reports the expected consummation of a previously announced merger, providing a clear cash exit for shareholders and equity holders.

Positives

• Shareholders of Dayforce, Inc. received a cash consideration of $70.00 per share, providing a clear liquidity event and a defined return on investment.
• All outstanding Restricted Stock Units (RSUs), including those previously unvested, fully vested and converted to cash, benefiting employees and executives holding these awards.
• Vested stock options were converted into cash, allowing option holders to realize value from their equity awards.

Negatives

• 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.
• The reporting person, a director, no longer holds any beneficial ownership in the company, indicating the conclusion of her direct equity stake in the public entity.

Future Outlook

The filing reports the consummation of a merger, resulting in Dayforce, Inc. becoming a wholly-owned subsidiary. As such, there are no forward-looking statements or guidance provided for Dayforce, Inc. as a publicly traded entity.

Industry Context

StockSavvy.ai notes that this Form 4 signifies the finalization of Dayforce, Inc.'s acquisition, removing it from public trading. Such transactions are common in mature industries or for companies seeking private market advantages, often leading to a consolidation of market players and a shift in strategic focus away from public market pressures.

Comparison to Industry Standards

• The $70.00 per share merger consideration provides a specific valuation benchmark for Dayforce, Inc. at the time of acquisition. Comparing this valuation to recent acquisitions in the human capital management (HCM) software sector, such as the acquisition of Ultimate Software by Hellman & Friedman (valued at approximately $11 billion in 2019) or Kronos's merger with Ultimate Software to form UKG (creating a company valued at $22 billion in 2020), would provide context on whether the $70.00 per share represents a premium or discount relative to industry multiples (e.g., revenue multiples, EBITDA multiples) for similar-sized or growth-stage HCM providers.
• The full vesting of unvested RSUs upon merger completion is a common 'change of control' provision, aligning with standard executive compensation practices in M&A scenarios to ensure employee retention and incentivize deal completion.

Management Changes

Stakeholder Impact

• Shareholders: Received $70.00 cash per share, providing a liquidity event and a defined return on investment.
• Employees (holding RSUs/Options): Benefited from the full vesting of unvested RSUs and cash conversion of all equity awards, potentially providing a significant payout.
• Dayforce, Inc. as an entity: Transitioned from a publicly traded company to a wholly-owned subsidiary, impacting its operational and reporting structure.

Key Dates

Keywords

Dayforce Inc., DAY, Merger, Acquisition, Form 4, Insider Transaction, Deborah A. Farrington, Stock Sale, RSU, Stock Options, Cash Consideration, Dayforce Bidco