Rosen Andrea 4
4 · Dayforce, Inc. · Filed Feb 4, 2026
Research Summary
AI-generated summary of this filing
Dayforce (DAY) Director Andrea Rosen Sells Shares in Merger
What Happened
- Andrea Rosen, a director of Dayforce, disposed of multiple equity holdings on Feb 4, 2026 in connection with the company’s merger. The Form 4 shows a disposition of 11,207 common shares at $70.00 per share for $784,490. Several additional share and derivative positions (2,204 common shares and RSUs/options totaling 9,532; 3,869; 8,164; and 14,233 shares) were also listed as dispositions with no per-share price shown on the form.
- These dispositions were not open-market sales but cash conversions required by the Merger Agreement: at the merger effective time each outstanding common share was canceled for $70.00 in cash; vested RSUs were converted into the right to receive $70.00 times the share equivalent; unvested RSUs fully vested and converted to cash; vested stock options were converted into cash for any intrinsic value (Merger Consideration minus exercise price), and in-the-money options were paid out while options with strike ≥ $70 were canceled for no consideration.
Key Details
- Transaction date: 2026-02-04 (Effective time of the merger). Report filed with period of report 2026-02-04.
- Reported line items: 11,207 shares @ $70.00 (proceeds $784,490); additional disposals shown as 2,204 shares and derivative amounts 9,532; 3,869; 8,164; 14,233 (prices/values marked N/A on the form).
- Shares owned after transaction: not stated in this filing.
- Notable footnotes: Merger Agreement converted common stock and RSUs to $70.00 cash per share; unvested RSUs fully vested and converted; vested options converted to cash if in-the-money; out-of-the-money options canceled. Filing notes Andrea Rosen acted pursuant to a previously filed power of attorney.
- Timeliness: Filing covers the merger effective date and shows no late‑filing flag on the Form 4.
Context
- These dispositions result from the M&A cash-out process (disposition to issuer) rather than discretionary open‑market sales—common in acquisitions and generally reflect contract terms, not a trading decision by the insider.
- For derivative items: RSUs were converted to cash at $70/share (vested and unvested rules per the agreement); vested options were cashed out only to the extent they were in the money; options with exercise price ≥ $70 were canceled for no consideration.
Insider Transaction Report
Form 4Exit
Rosen Andrea
Director
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-02-04$70.00/sh−11,207$784,490→ 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]2026-02-04−9,532→ 0 totalExercise: $65.26Exp: 2030-05-08→ Common Stock (9,532 underlying) - Disposition to Issuer
Options (Right to Purchase)
[F1][F5]2026-02-04−3,869→ 0 totalExercise: $74.20Exp: 2030-08-21→ Common Stock (3,869 underlying) - Disposition to Issuer
Options (Right to Purchase)
[F1][F5]2026-02-04−8,164→ 0 totalExercise: $87.40Exp: 2031-05-07→ Common Stock (8,164 underlying) - Disposition to Issuer
Options (Right to Purchase)
[F1][F4]2026-02-04−14,233→ 0 totalExercise: $50.23Exp: 2032-05-11→ Common Stock (14,233 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]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.
- [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