Clarke Ronald 4
4 · Dayforce, Inc. · Filed Feb 4, 2026
Research Summary
AI-generated summary of this filing
Dayforce (DAY) Director Ronald Clarke Sells 45,609 Shares
What Happened
Ronald Clarke, a director of Dayforce, disposed of a total of 45,609 equity interests on Feb 4, 2026 as part of the company’s merger closing. The filing shows: 33,873 shares disposed at $70.00 per share for proceeds of $2,371,110; plus dispositions of 2,204 shares and 9,532 derivative units (reported as N/A price) that were converted/disposed in connection with the merger. These dispositions were conversion/cancellation transactions tied to the merger, not open-market sales.
Key Details
- Transaction date: February 4, 2026 (Effective Time of the merger).
- Reported price: $70.00 per share for 33,873 common shares (total $2,371,110). Other items (2,204 shares and 9,532 derivative units) show N/A price because they were converted/settled under the merger terms.
- Post-transaction holdings: filing does not list remaining common shares; per the Merger Agreement, issued shares were canceled and converted into cash at closing.
- Footnotes: F1–F4 state these dispositions were pursuant to the Merger Agreement—each outstanding common share received $70, unvested RSUs vested and converted to cash, and vested options converted to a cash payment equal to (Merger Consideration − exercise price) × shares.
- Filing timeliness: Reported on the same date as the Effective Time (no late filing indication).
- Remark: Transaction codes are dispositions (D); filing references a previously filed Power of Attorney for the signature.
Context
These were merger-related cash conversions (share cancellation for $70/share and cash settlement of RSUs/options), so the activity reflects deal settlement rather than a voluntary open-market sale by the insider. For retail investors: merger-driven dispositions are routine liquidity events and don’t necessarily signal the insider’s private view on the company’s future performance. Purchases or voluntary sales on the open market are typically more informative about insider sentiment.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F3]2026-02-04−2,204→ 0 total - Disposition to Issuer
Common Stock
[F1][F2]2026-02-04$70.00/sh−33,873$2,371,110→ 0 total - Disposition to Issuer
Options (Right to Purchase)
[F1][F4]2026-02-04−9,532→ 0 totalExercise: $65.26Exp: 2030-05-08→ Common Stock (9,532 underlying)
Footnotes (4)
- [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, each issued and outstanding share of common stock of the Issuer ("Common Stock") 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").
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit ("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]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.