Rosen Andrea 4

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.