FARRINGTON DEBORAH A 4
4 · Dayforce, Inc. · Filed Feb 4, 2026
Research Summary
AI-generated summary of this filing
Dayforce (DAY) Director Deborah Farrington Sells Shares in $70 Merger
What Happened
Deborah Farrington, a director of Dayforce, disposed of company stock and equity awards in connection with Dayforce’s merger closing on Feb 4, 2026. The filing shows 25,434 shares sold at $70.00 per share for proceeds of $1,780,380. In addition, 2,204 shares and a total of 6,883 derivative units (953 and 5,930) were converted/disposed with no per-share price listed in the filing; these represent RSUs and/or options cashed out under the merger agreement.
Key Details
- Transaction date: February 4, 2026 (Effective Time of the merger).
- Reported sale: 25,434 shares at $70.00 each = $1,780,380.
- Additional dispositions: 2,204 shares @ N/A and derivative dispositions of 953 and 5,930 units (values not separately listed in the filing).
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Footnotes (merger terms):
- All outstanding common shares were canceled and converted into the right to receive $70.00 per share (F2).
- Vested but unsettled RSUs were canceled and converted into cash equal to $70.00 times the shares underlying them (F2).
- Unvested RSUs fully vested at the Effective Time and converted to cash at $70.00 per share (F3).
- Vested stock options converted to a cash payment equal to the number of option shares times the excess, if any, of $70.00 over the exercise price (F4).
- Filing timeliness: Reported on the same date as the transaction (timely).
- Power of Attorney: Transaction reported pursuant to a previously filed POA for Ms. Farrington.
Context
This activity is a merger-related cash-out, not an open-market sale by the insider. Under the merger agreement, common shares, RSUs (vested and unvested), and certain vested options were automatically converted into cash consideration at $70.00 per share (or a formula for options), so these dispositions reflect contractually required payouts rather than discretionary insider selling. For retail investors, note that such merger-driven conversions are routine and do not necessarily signal the insider’s view of ongoing company prospects.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-02-04$70.00/sh−25,434$1,780,380→ 0 total - Disposition to Issuer
Common Stock
[F1][F3]2026-02-04−2,204→ 0 total - Disposition to Issuer
Options (Right to Purchase)
[F1][F4]2026-02-04−953→ 0 totalExercise: $65.26Exp: 2030-05-08→ Common Stock (953 underlying) - Disposition to Issuer
Options (Right to Purchase)
[F1][F4]2026-02-04−5,930→ 0 totalExercise: $50.23Exp: 2032-05-11→ Common Stock (5,930 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, (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]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.