Form 4: Dayforce EVP Disposes Shares in $70/Share Merger

Dayforce, Inc.'s EVP, Chief Revenue Officer, Samer Alkharrat, disposed of common stock and equity awards as part of the company's merger into a wholly-owned subsidiary of Dayforce Bidco, LLC at $70.00 per share.

Summary

• Samer Alkharrat, EVP, Chief Revenue Officer of Dayforce, Inc., reported the disposition of his beneficial ownership in Dayforce securities.
• The disposition occurred on February 4, 2026, in connection with the consummation of a merger agreement.
• Dayforce, Inc. merged with Dawn Acquisition Merger Sub, Inc., becoming a wholly-owned subsidiary of Dayforce Bidco, LLC (formerly Dawn Bidco, LLC).
• Each outstanding share of Dayforce common stock was converted into the right to receive $70.00 in cash.
• Unvested Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) were canceled and replaced with cash amounts, subject to their original vesting terms.
• Alkharrat disposed of 16,194 shares of common stock at $70.00 per share.
• He also disposed of 90,723 shares related to RSUs and 7,785 shares related to certified PSUs.
• Additionally, 14,652, 49,799, and 5,242 performance units were disposed of.
• Following these transactions, Alkharrat's beneficial ownership of Dayforce securities is zero.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive outcome for Dayforce shareholders, as the merger provides a definitive cash exit at a specified price, eliminating market volatility for the acquired entity.

Positives

• The merger provides a clear cash exit for shareholders at $70.00 per share.
• Equity awards (RSUs, PSUs) are converted to cash equivalents, maintaining value for employees subject to original vesting.

Negatives

• Dayforce, Inc. ceases to be an independent publicly traded entity, becoming a wholly-owned subsidiary.
• Shareholders no longer participate in potential future growth of Dayforce as a standalone public company.

Future Outlook

The filing indicates the completion of a merger where Dayforce, Inc. became a wholly-owned subsidiary, implying no independent future outlook for the public entity.

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.
• Each issued and outstanding share of common stock of the Issuer was canceled and converted automatically into the right to receive an amount in cash equal to $70.00 per share.
• Each outstanding restricted stock unit that was unvested immediately prior to the Effective Time was canceled and replaced with the right to receive an amount in cash equal to the number of shares subject to the unvested RSUs multiplied by the Merger Consideration.
• Each outstanding performance stock unit award that was certified to the performance level achieved, but unvested immediately prior to the Effective Time was canceled and replaced with the right to receive an amount in cash equal to the number of shares subject to the certified but unvested PSUs multiplied by the Merger Consideration.
• Each outstanding PSU award that was unvested immediately prior to the Effective Time was canceled and replaced with the right to receive an amount in cash equal to the number of shares subject to the unvested PSUs (with such number of shares determined assuming achievement of applicable performance metrics at 100% of target performance levels) multiplied by the Merger Consideration.

Industry Context

StockSavvy.ai notes that this merger reflects a broader trend of consolidation in the human capital management (HCM) software sector, where larger private equity firms or strategic buyers acquire established public companies to gain market share, achieve synergies, or take them private for long-term strategic restructuring away from public market pressures. The $70.00 per share cash consideration suggests a premium was paid, typical for such take-private transactions.

Comparison to Industry Standards

• The $70.00 per share cash consideration for Dayforce, Inc. common stock is a specific valuation for this transaction.
• Comparable take-private transactions in the software industry, such as Vista Equity Partners' acquisition of Pluralsight for $3.5 billion or Thoma Bravo's acquisition of RealPage for $10.2 billion, often involve significant premiums over pre-announcement trading prices.
• The structure of converting equity awards (RSUs, PSUs) into cash equivalents with continued vesting is a standard practice to retain key talent post-acquisition and ensure alignment with the new ownership's objectives.

Corporate Governance

Stakeholder Impact

• Shareholders: Received $70.00 per share in cash, ceasing to be shareholders of a publicly traded company.
• Employees (with equity awards): Unvested RSUs and PSUs converted to cash equivalents, subject to original vesting, providing continued incentive and value.
• Management: Samer Alkharrat, as an EVP, has disposed of his public company equity, aligning with the new private ownership structure.

Next Steps

• Dayforce, Inc. will continue operations as a wholly-owned subsidiary of Dayforce Bidco, LLC.
• Cash Replacement RSU Amounts and Cash Replacement PSU Amounts will continue to vest according to their original terms.

Key Dates

Keywords

Dayforce, DAY, Merger, Acquisition, Form 4, Insider Trading, Samer Alkharrat, Equity Awards, Restricted Stock Units, Performance Stock Units, Cash Consideration