BICKETT BRENT B 4
4 · Dayforce, Inc. · Filed Feb 4, 2026
Research Summary
AI-generated summary of this filing
Dayforce (DAY) Director Brent Bickett Cashes Out Shares in Merger
What Happened
- Brent Bickett, a Dayforce director, disposed of shares and equity awards in connection with the company’s merger completed on Feb 4, 2026. The filing shows dispositions of 21,340 and 87,374 shares at $70.00 each (totaling 108,714 shares), resulting in $7,609,980 in cash proceeds. Two additional disposals (2,864 shares and 14,826 units listed as a derivative) were reported with cash amounts marked N/A in the filing.
- These were not open-market sales but automatic conversions/settlements under the merger agreement that canceled common stock and converted vested and unvested RSUs and vested options into cash based on the $70.00 per-share merger consideration.
Key Details
- Transaction date: 2026-02-04 (Effective Time of the merger). Filing date: 2026-02-04.
- Reported prices: $70.00 per share for the lines showing dollar amounts; two line items reported as N/A.
- Cash reported for priced shares: $7,609,980 (108,714 shares × $70). Additional awards were converted per the merger terms but listed without amounts in the filing.
- Footnotes: Dispositions were due to the Agreement and Plan of Merger (Aug 20, 2025). Vested RSUs were converted to cash, unvested RSUs vested and converted to cash, and vested options were cashed out per the merger (see F1–F3, F5). Indirect holdings are through Ponte Vedra Beach Limited Partnership; Reporting Person disclaims beneficial ownership except pecuniary interest (F4).
- Timeliness: Filing and report period are both 2026-02-04 (same day as the merger effective date).
Context
- This is a routine merger cash-out (disposition to the issuer), not an open-market sale, so it reflects deal consideration rather than a trading decision by the insider.
- For derivatives/option items: the merger converted vested options and RSUs into cash rather than resulting in share issuance—treated as dispositions in the Form 4.
- Retail investors should view this as a corporate transaction outcome (merger consideration paid) rather than a directional insider buy/sell signal.
Insider Transaction Report
Form 4Exit
BICKETT BRENT B
Director
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-02-04$70.00/sh−21,340$1,493,800→ 0 total - Disposition to Issuer
Common Stock
[F1][F3]2026-02-04−2,864→ 0 total - Disposition to Issuer
Common Stock
[F1][F2][F4]2026-02-04$70.00/sh−87,374$6,116,180→ 0 total(indirect: See Footnote) - Disposition to Issuer
Options (Right to Purchase)
[F1][F5]2026-02-04−14,826→ 0 totalExercise: $50.23Exp: 2032-05-11→ Common Stock (14,826 underlying)
Footnotes (5)
- [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]Indirectly owned through Bickett of Ponte Vedra Beach Limited Partnership. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest.
- [F5]Pursuant to the Merger Agreement, each vested stock option was converted into the right to receive an amount in cash equal to the number of shares of Common Stock subject to vested stock options multiplied by the excess, if any, of the Merger Consideration over the share exercise price of such vested stock option.
Signature
/s/ William E. McDonald, attorney-in-fact|2026-02-04