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

Dayforce, Inc. EVP Joseph Korngiebel reports the disposition of common stock, RSUs, and PSUs in connection with the company's merger into a wholly-owned subsidiary at $70 per share, effective February 4, 2026.

Summary

• Dayforce, Inc. merged with Dawn Acquisition Merger Sub, Inc., a wholly-owned subsidiary of Dayforce Bidco, LLC, on February 4, 2026, making Dayforce, Inc. a wholly-owned subsidiary of Dayforce Bidco, LLC.
• Each outstanding share of Dayforce common stock was canceled and converted into the right to receive $70.00 in cash.
• Joseph B. Korngiebel, EVP, CSPTO, disposed of 127,242 shares of common stock at $70.00 per share.
• Unvested Restricted Stock Units (RSUs) representing 108,821 shares were canceled and replaced with cash payments based on the $70.00 merger consideration, subject to original vesting terms.
• Unvested Performance Stock Units (PSUs) representing a total of 118,838 shares (assuming 100% target performance) were canceled and replaced with cash payments based on the $70.00 merger consideration, subject to original vesting terms.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive outcome for shareholders receiving a fixed cash price for their shares, though it marks the end of Dayforce's public trading.

Positives

• Shareholders of Dayforce, Inc. will receive a fixed cash consideration of $70.00 per share, providing a clear and certain return on investment.
• Holders of unvested Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) will have their awards converted into cash payments based on the $70.00 merger consideration, offering liquidity while retaining original vesting conditions.

Negatives

• Dayforce, Inc. will cease to be a publicly traded company, removing its shares from public exchanges and eliminating future public market growth potential for existing shareholders.
• Public shareholders will no longer have direct ownership or voting rights in Dayforce, Inc. after the merger.

Future Outlook

Dayforce, Inc. will continue its operations as a wholly-owned subsidiary of Dayforce Bidco, LLC. Public shareholders will receive cash for their shares, and the company will no longer be publicly traded.

Industry Context

StockSavvy.ai notes that this merger signifies a trend of public companies being taken private, often by private equity firms (implied by 'Parent' and 'Bidco'), seeking to unlock value away from public market scrutiny or to integrate into larger portfolios. This particular transaction removes a significant player in the human capital management (HCM) software space from public trading.

Comparison to Industry Standards

• The filing provides a specific cash merger consideration of $70.00 per share. It does not include financial metrics or valuation multiples (e.g., EV/EBITDA, P/S) that would allow for a detailed comparison to industry benchmarks or specific comparable companies within the human capital management sector.

Corporate Governance

Stakeholder Impact

• Shareholders: Will receive $70.00 cash per share, providing a definitive return but eliminating future public market upside.
• Employees (with RSUs/PSUs): Equity awards are converted to cash, subject to original vesting terms, offering liquidity.
• Company: Becomes a private entity, no longer subject to public market pressures and reporting requirements.

Next Steps

• Dayforce, Inc. will operate as a wholly-owned subsidiary of Dayforce Bidco, LLC.
• Public shareholders will receive the $70.00 per share cash consideration for their common stock.

Key Dates

Recommendation

The company is being acquired at a fixed price of $70.00 per share. For existing shareholders, holding the stock until the merger's effective date on February 4, 2026, ensures receipt of the agreed-upon cash consideration. There is no further public market upside beyond this price.

Keywords

Dayforce, merger, acquisition, common stock, RSU, PSU, insider transaction, Form 4, Joseph Korngiebel, Dayforce Bidco