Clarke Ronald 4

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.