Form 4: Dayforce Director Sells Shares Post-Merger

Dayforce, Inc. Director Gerald C. Throop reported the disposition of common stock, RSUs, and stock options following the company's acquisition by Dayforce Bidco, LLC at $70 per share.

Summary

• Gerald C. Throop, a Director of Dayforce, Inc., reported changes in beneficial ownership following the company's merger.
• On February 3, 2026, 23,185 exchangeable shares of Ceridian AcquisitionCo ULC were exchanged for 23,185 shares of Dayforce, Inc. Common Stock.
• On February 4, 2026, in connection with the merger, all outstanding shares of Dayforce, Inc. Common Stock were canceled and converted into the right to receive $70.00 per share in cash.
• Throop disposed of 51,818 shares of Common Stock at $70.00 per share.
• 3,350 unvested Restricted Stock Units (RSUs) fully vested and were converted into cash based on the $70.00 merger consideration.
• Vested stock options with exercise prices below $70.00 were converted into cash based on the difference between the $70.00 merger consideration and their respective exercise prices.
• Vested stock options with exercise prices equal to or greater than $70.00 were canceled for no consideration.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as neutral to positive for the reporting person, as it confirms the successful cash-out of their equity holdings at the agreed merger price, albeit with some out-of-the-money options canceled.

Positives

• The reporting person received cash for their common stock, vested RSUs, and in-the-money stock options as part of the merger.
• The merger consideration of $70.00 per share provided a clear exit value for shareholders.

Negatives

• Stock options with exercise prices 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 options.
• The company ceased to be a publicly traded entity, limiting future investment opportunities in its public equity.

Future Outlook

This Form 4 does not contain forward-looking statements or guidance, as it reports a completed transaction.

Industry Context

StockSavvy.ai notes that this filing reflects the final stages of a corporate acquisition, a common occurrence in the technology and software industry as larger entities consolidate market share or acquire specialized capabilities. Such transactions often lead to delisting of the acquired entity and cash payouts to shareholders, aligning with broader M&A trends in mature sectors.

Comparison to Industry Standards

• This filing details the standard process for a director's equity disposition following a cash-out merger. For example, similar cash-out mergers in the software sector, such as Adobe's acquisition of Figma (though later terminated) or Salesforce's acquisition of Slack, involved similar mechanisms for converting outstanding equity and options into cash or acquiring entity's stock.
• The $70.00 per share merger consideration for Dayforce, Inc. would be evaluated against the company's historical trading multiples (e.g., EV/Revenue, P/E) and comparable transactions in the HR software space, such as Workday or UKG acquisitions, to assess its fairness, though this filing does not provide such comparative data.

Stakeholder Impact

• Shareholders: Existing public shareholders of Dayforce, Inc. received $70.00 per share in cash, concluding their investment in the public entity.
• Employees (with equity): Employees holding vested stock options and RSUs received cash payouts based on the merger terms, while out-of-the-money options were canceled.
• Company (Dayforce, Inc.): Ceased to be a publicly traded entity, becoming a wholly-owned subsidiary of Dayforce Bidco, LLC.

Key Dates

Keywords

Dayforce Inc, DAY, Gerald C Throop, Form 4, SEC Filing, Merger, Acquisition, Stock Options, RSUs, Common Stock, Beneficial Ownership, Corporate Action