Form 4: Dayforce Officer Sells Shares Post-Merger

Jeffrey Jacobs, Head of Accounting & Financial Reporting at Dayforce, Inc., disposed of common stock and options following the company's merger into a wholly-owned subsidiary of Dayforce Bidco, LLC.

Summary

• Jeffrey Scott Jacobs, Head of Accounting & Financial Reporting for Dayforce, Inc., reported changes in beneficial ownership.
• The changes occurred on February 4, 2026, due to the consummation of a merger agreement dated August 20, 2025.
• 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 canceled and converted into a right to receive $70.00 in cash.
• Jacobs disposed of 18,917 shares of common stock at $70 per share.
• He also disposed of 29,984 shares subject to unvested Restricted Stock Units (RSUs), which were replaced with cash rights subject to original vesting terms.
• Additionally, Jacobs disposed of various tranches of stock options, which were converted into cash rights based on the difference between the $70 merger consideration and the option's exercise price.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as positive for the reporting person and former shareholders who received a cash payout for their shares and options, indicating a successful merger completion. However, it marks the end of Dayforce, Inc. as a publicly traded entity.

Positives

• The reporting person received cash for their common stock at a price of $70 per share, indicating a successful exit for shareholders at that price.
• Vested stock options were converted into cash, providing liquidity to the option holder.
• Unvested RSUs were replaced with cash rights, maintaining value for the employee subject to original vesting.

Negatives

• Dayforce, Inc. ceased to be a publicly traded entity, becoming a wholly-owned subsidiary, which means its common stock is no longer available for public investment.
• The reporting person no longer beneficially owns common stock or derivative securities in the public entity.

Future Outlook

The filing does not contain forward-looking statements or guidance, as it reports a completed transaction.

Industry Context

StockSavvy.ai notes that mergers and acquisitions are common in the technology and software sectors, often driven by consolidation, strategic growth, or private equity interest. The acquisition of Dayforce, Inc. by Dayforce Bidco, LLC, resulting in its delisting, reflects a trend where public companies are taken private, potentially to pursue long-term strategies away from quarterly public market pressures.

Comparison to Industry Standards

• The $70.00 per share merger consideration would need to be compared against Dayforce's historical stock price performance and valuation multiples (e.g., P/E, EV/EBITDA) relative to industry peers like Workday (WDAY), ADP (ADP), or UKG (private) at the time of the merger agreement (August 20, 2025) to assess if it represents a premium or discount. Without that historical data, a direct comparison is not possible from this filing alone.
• The conversion of unvested RSUs into cash rights with continued vesting terms is a standard practice in M&A to retain key employees post-acquisition.
• The cash-out of vested stock options based on the difference between merger consideration and exercise price is also a typical M&A mechanism.

Stakeholder Impact

• Shareholders: Former public shareholders of Dayforce, Inc. received $70.00 per share in cash, concluding their investment in the public entity.
• Employees (including reporting person): Employees holding unvested RSUs had them converted into cash rights, subject to continued vesting, providing retention incentives. Vested options were cashed out.
• Customers/Suppliers: No direct impact on customers or suppliers is detailed in this filing, though the change in ownership might lead to strategic shifts in the long term.

Key Dates

Keywords

Dayforce, DAY, Merger, Acquisition, Form 4, Insider Trading, Stock Options, RSU, Jeffrey Jacobs, Corporate Action, Delisting