HAGERTY THOMAS M 4

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.