Rao Gnaneshwar B. 4
4 · Dayforce, Inc. · Filed Feb 4, 2026
Research Summary
AI-generated summary of this filing
Dayforce (DAY) Director Gnaneshwar Rao Sells 29,086 Shares
What Happened
Rao Gnaneshwar B., a Director (and Managing Director of Thomas H. Lee Partners), had 29,086 shares/RSUs disposed of to the issuer on Feb 4, 2026 in connection with Dayforce’s merger. The reported dispositions consist of 22,355 shares for $1,564,850 and 4,043 shares for $283,010 (each at $70.00/share), plus 2,688 shares/units reported with no per-line price (all converted to cash under the merger). Total cash received equals $2,036,020 (29,086 shares × $70.00).
Key Details
- Transaction date: 2026-02-04 (effective time of the merger). Price: $70.00 per share (merger consideration).
- Reported disposals: 22,355 shares ($1,564,850); 4,043 shares ($283,010); 2,688 shares (N/A line item) — combined 29,086 shares, $2,036,020.
- Shares owned after transaction: not reported in this Form 4.
- Footnotes: Dispositions occurred due to the merger (Agreement & Plan of Merger dated Aug 20, 2025) that automatically converted common shares and vested/unvested RSUs into the right to receive $70.00 per share in cash. The shares were held for the benefit of THL-affiliated funds; Mr. Rao is a Managing Director of THL Partners.
- Filing note: transaction was a disposition to the issuer as part of the merger (not an open‑market sale). Power of attorney previously filed was used for the filing.
Context
This was a mandatory cash-out tied to the company’s merger (shares/RSUs converted into $70/share), not a voluntary open-market sale. Because the holdings were for THL-affiliated funds and the conversion arose from the merger agreement, the trade reflects deal terms rather than a personal trading decision by the director.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-02-04$70.00/sh−22,355$1,564,850→ 0 total - Disposition to Issuer
Common Stock
[F1][F3][F2]2026-02-04$70.00/sh−4,043$283,010→ 0 total - Disposition to Issuer
Common Stock
[F1][F4]2026-02-04−2,688→ 0 total
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]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. Rao is a Managing Director of THL Partners.
- [F4]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.