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

Dayforce, Inc. Director Andrea Rosen disposed of all her common stock and options as the company completed its merger into a wholly-owned subsidiary of Dayforce Bidco, LLC at $70 per share.

Summary

• Andrea Rosen, a Director of Dayforce, Inc., reported changes in beneficial ownership due to the consummation of a merger.
• Dayforce, Inc. merged with Dawn Acquisition Merger Sub, Inc., a wholly-owned subsidiary of Dayforce Bidco, LLC, on February 4, 2026, becoming a wholly-owned subsidiary of Dayforce Bidco, LLC.
• Each issued and outstanding share of common stock of Dayforce, Inc. was canceled and converted into the right to receive $70.00 in cash per share.
• Vested but unsettled Restricted Stock Units (RSUs) were canceled and converted into the right to receive cash equal to $70.00 multiplied by the number of shares subject to the RSU.
• Unvested RSUs immediately prior to the merger fully vested and converted into the right to receive cash equal to the number of shares subject to the RSUs multiplied by $70.00.
• 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, if any, of $70.00 over the option's exercise price.
• Vested stock options with an exercise price equal to or greater than $70.00 were canceled for no consideration.
• Andrea Rosen disposed of 11,207 shares of common stock and 2,204 shares related to RSUs.
• Andrea Rosen also disposed of all her derivative securities, including options with various exercise prices.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a neutral event for the market as it reports the expected completion of a previously announced merger, providing liquidity to shareholders at the agreed-upon price.

Positives

• Shareholders of Dayforce, Inc. received a definitive cash consideration of $70.00 per share for their common stock, providing liquidity.
• Holders of vested and unvested Restricted Stock Units (RSUs) received cash payouts at the merger consideration price, realizing value.
• Vested stock options with an exercise price below the $70.00 merger consideration were converted into cash, allowing option holders to realize intrinsic value.

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 of potential value for those specific option holders.
• Dayforce, Inc. ceased to be an independent publicly traded company, transitioning to a wholly-owned subsidiary.

Future Outlook

NA

Management Comments

• The securities were disposed of in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger dated as of August 20, 2025.
• Merger Sub merged with and into Issuer on February 4, 2026, with Issuer continuing after the merger as a wholly owned subsidiary of Parent.

Industry Context

StockSavvy.ai notes that this Form 4 filing marks the finalization of Dayforce, Inc.'s transition from a publicly traded entity to a private subsidiary, a common outcome in strategic acquisitions within the software and human capital management (HCM) industry. Such transactions often reflect a mature company seeking to optimize operations away from public market scrutiny or a larger entity consolidating market share.

Comparison to Industry Standards

• The $70.00 per share cash consideration for Dayforce, Inc. shareholders should be evaluated against the company's historical trading multiples (e.g., P/E, EV/EBITDA) and recent M&A transactions in the Human Capital Management (HCM) software sector.
• For example, recent acquisitions like Vista Equity Partners' take-private of Pluralsight (software training) at a 25% premium or Thoma Bravo's acquisition of Medallia (customer experience software) at a 27% premium could serve as benchmarks for premium paid.
• The valuation multiple implied by the $70.00 price would need to be compared to peers such as Workday, UKG (private), or ADP to assess if it represents a fair or premium valuation for Dayforce's business model and growth prospects.

Corporate Governance

Stakeholder Impact

• Shareholders: Received $70.00 cash per share, providing liquidity and a definitive return on investment.
• Employees: Those with vested equity (RSUs, options) received cash payouts. The long-term impact on employees (e.g., job security, compensation structure) is not detailed in this filing but is a general consideration in take-private mergers.
• Customers: No direct impact mentioned in this filing, but the change in ownership could lead to strategic shifts in product development or service offerings under the new parent company.

Key Dates

Keywords

Dayforce, DAY, Merger, Acquisition, Form 4, Insider Transaction, Stock Options, RSU, Common Stock, Andrea Rosen, Dayforce Bidco