BICKETT BRENT B 4

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.