Form 4: Dayforce Director Sells Shares in $70/Share Merger

Dayforce, Inc. Director Thomas M. Hagerty reported the disposition of common stock and options following the company's merger into a wholly-owned subsidiary at $70 per share.

Summary

• Dayforce, Inc. completed a merger on February 4, 2026, becoming a wholly-owned subsidiary of Dayforce Bidco, LLC (formerly known as Dawn Bidco, LLC).
• Each outstanding share of common stock of Dayforce, Inc. was canceled and converted automatically into the right to receive $70.00 in cash.
• Vested but unsettled restricted stock units (RSUs) were canceled and converted into cash at $70.00 per share.
• Unvested RSUs immediately prior to the merger fully vested and converted into cash at $70.00 per share.
• Vested stock options with a per share exercise price equal to or greater than the $70.00 merger consideration were canceled for no consideration.
• Director Thomas M. Hagerty disposed of 72,245 direct shares of common stock and 2,798 direct shares (likely from RSU conversion) at $70.00 per share.
• Mr. Hagerty also disposed of 84,235 indirect shares of common stock (held by a trust) at $70.00 per share.
• Additionally, Mr. Hagerty disposed of 11,609 options with a strike price of $74.2 and 6,803 options with a strike price of $87.4, both of which were canceled for no consideration.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a neutral to slightly positive event for shareholders who received a cash premium, but negative for out-of-the-money option holders. The transaction itself is a standard outcome of a pre-announced merger.

Positives

• Shareholders received a fixed cash consideration of $70.00 per share for their common stock, providing a clear liquidity event.
• Both vested and unvested restricted stock units (RSUs) were fully vested and converted into cash at the merger consideration price, benefiting RSU holders.

Negatives

• Stock options with an exercise price equal to or greater than the $70.00 merger consideration were canceled for no consideration, resulting in a loss for holders of those options.
• Dayforce, Inc. ceased to be an independent publicly traded entity, becoming a wholly-owned subsidiary, which removes its stock from public markets.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that the acquisition of Dayforce, Inc. by Dayforce Bidco, LLC (affiliated with THL Partners) signifies a trend of private equity firms taking public companies private, often to restructure, optimize, or integrate them away from public market pressures. This particular transaction provides a clear cash exit for shareholders, which can be attractive in volatile markets.

Comparison to Industry Standards

• StockSavvy.ai observes that a cash-out merger at a fixed price per share, such as the $70.00 offered for Dayforce, Inc., is a standard mechanism for taking a company private.
• The cancellation of out-of-the-money options (strike price above merger consideration) is also a common practice in such transactions, as seen in similar private equity buyouts like the acquisition of Ultimate Software by Hellman & Friedman, where shareholders received a cash premium, and out-of-the-money options were typically forfeited.

Stakeholder Impact

• Shareholders: Received $70.00 cash per share, providing a liquidity event and a premium (assuming the merger price was a premium).
• Employees: RSUs fully vested and converted to cash, which is generally positive. The long-term impact on employment structure under private ownership is not detailed.
• Company (Dayforce, Inc.): Ceased to be a publicly traded entity, now operating as a wholly-owned subsidiary, potentially leading to strategic shifts under new ownership.

Key Dates

Recommendation

The company has been acquired and is now a wholly-owned subsidiary, with all public shares converted to a cash consideration of $70.00. Any remaining public shares should be sold to realize this value, as the stock will no longer trade publicly.

Keywords

Dayforce Inc, DAY, Merger, Acquisition, Form 4, Beneficial Ownership, Thomas M Hagerty, Stock Sale, Cash Out, Private Equity, THL Partners