HAGERTY THOMAS M 4
4 · Dayforce, Inc. · Filed Feb 4, 2026
Research Summary
AI-generated summary of this filing
Dayforce (DAY) Director Thomas Hagerty Disposes Shares in $70/Share Merger
What Happened
- Thomas M. Hagerty, a Director and Managing Director of Thomas H. Lee Partners (THL), had multiple dispositions on Feb 4, 2026 related to Dayforce’s merger. 72,245 and 84,235 common shares were converted at $70.00 per share (total cash reported ~$10,953,600). Several additional RSU/derivative holdings (2,798; 11,609; 6,803) were also disposed/converted in connection with the merger.
- These were not open-market sales but dispositions to the issuer under the Merger Agreement: each outstanding common share and vested RSU was canceled and converted into the right to receive $70. Unvested RSUs vested and converted to cash per the agreement.
Key Details
- Transaction date: February 4, 2026. Report filed same day (timely).
- Price: $70.00 per share for issued common stock and for conversion of vested RSUs (per Merger Agreement). Some line items show N/A for consideration on the Form 4 but the Merger Agreement sets $70/share for conversions.
- Shares reported converted at $70: 72,245 and 84,235 (total 156,480 shares; ~$10.95M). Additional RSU/derivative units (2,798; 11,609; 6,803) were converted as described in footnotes.
- Shares owned after transaction: common stock and RSU interests were canceled/converted into cash at the effective time of the merger (i.e., no continuing public common shares remained).
- Relevant footnotes: (F1–F3) transactions were part of the Merger Agreement effective Feb 4, 2026; (F4) shares held for THL Funds (Hagerty is a THL Managing Director); (F5) certain in‑the‑money or at/above‑strike options were canceled for no consideration.
- Transaction code: D (Disposition to the issuer). Power of attorney used for filing (per remarks).
Context
- This disposition reflects merger consideration (cash-out) rather than a market-timed sale—common in takeprivate or acquisition transactions. Unvested RSUs were accelerated and converted to cash per the agreement, and certain stock options were canceled.
- For retail investors: these transactions do not necessarily indicate insider sentiment about future public-market performance because they result from a corporate transaction that cancels public equity and pays cash to holders.
Insider Transaction Report
Form 4Exit
HAGERTY THOMAS M
Director
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-02-04$70.00/sh−72,245$5,057,150→ 0 total - Disposition to Issuer
Common Stock
[F1][F3]2026-02-04−2,798→ 0 total - Disposition to Issuer
Common Stock
[F1][F2]2026-02-04$70.00/sh−84,235$5,896,450→ 0 total(indirect: By Trust) - Disposition to Issuer
Options (Right to Purchase)
[F1][F4][F5]2026-02-04−11,609→ 0 totalExercise: $74.20Exp: 2030-08-21→ Common Stock (11,609 underlying) - Disposition to Issuer
Options (Right to Purchase)
[F1][F5]2026-02-04−6,803→ 0 totalExercise: $87.40Exp: 2031-05-07→ Common Stock (6,803 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]The shares are held for the benefit of certain funds (the "THL Funds") affiliated with Thomas H. Lee Partners, L.P. ("THL Partners") pursuant to the operative agreements among the THL Funds. Mr. Hagerty is a Managing Director of THL Partners.
- [F5]Pursuant to the Merger Agreement, each vested stock option with a per share price that was equal to or greater than the Merger Consideration, as of the Effective Time, was canceled for no consideration.
Signature
/s/ William E. McDonald, attorney-in-fact|2026-02-04