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Dayforce, Inc. — Director's Dealing 2026
Feb 4, 2026
30566_dirs_2026-02-04_3192f270-7a21-419d-9505-ea311b5c293f.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Dayforce, Inc. (DAY)
CIK: 0001725057
Period of Report: 2026-02-04
Reporting Person: HAGERTY THOMAS M (Director)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2026-02-04 | Common Stock | D | 72245 | $70 | Disposed | 0 | Direct |
| 2026-02-04 | Common Stock | D | 2798 | — | Disposed | 0 | Direct |
| 2026-02-04 | Common Stock | D | 84235 | $70 | Disposed | 0 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2026-02-04 | Options (Right to Purchase) | $74.20 | D | 11609 | Disposed | 2030-08-21 | Common Stock (11609) | Direct |
| 2026-02-04 | Options (Right to Purchase) | $87.40 | D | 6803 | Disposed | 2031-05-07 | Common Stock (6803) | Direct |
Footnotes
F1: 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 (the "Merger Agreement"), by
and among Dayforce, Inc. ("Issuer"), Dayforce Bidco, LLC (formerly known as Dawn Bidco, LLC) ("Parent"), and Dawn Acquisition Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger
Sub"), pursuant to which Merger Sub merged with and into Issuer on February 4, 2026, with Issuer continuing after the merger as a wholly owned subsidiary of Parent (the effective time of such merger, the
"Effective Time").
F2: Pursuant to the Merger Agreement, at the Effective Time, (i) each issued and outstanding share of common stock ("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 of Common Stock (the "Merger Consideration"), and (ii) each vested but unsettled restricted stock unit ("RSU") was canceled and converted automatically into the right to receive an amount in cash equal to the Merger Consideration multiplied by the number of shares of Common Stock subject to the vested but unsettled RSU as of immediately prior to the
Effective Time.
F3: Pursuant to the Merger Agreement, at the Effective Time, each outstanding RSU that was unvested immediately prior to the Effective Time fully vested and converted
automatically into the right to receive an amount in cash equal to the number of shares subject to the RSUs multiplied by the Merger Consideration.
F4: The shares are held for the benefit of certain funds (the "THL Funds") affiliated with Thomas H. Lee Partners, L.P. ("THL Partners") pursuant to the operative agreements among the THL Funds. Mr. Hagerty is a Managing Director of THL Partners.
F5: Pursuant to the Merger Agreement, each vested stock option with a per share price that was equal to or greater than the Merger Consideration, as of the Effective Time, was canceled for no consideration.