Alkharrat Samer 4
4 · Dayforce, Inc. · Filed Feb 4, 2026
Research Summary
AI-generated summary of this filing
Dayforce (DAY) EVP Samer Alkharrat Sells 184,395 Shares
What Happened
Samer Alkharrat, EVP and Chief Revenue Officer of Dayforce, disposed of a total of 184,395 shares/award equivalents on February 4, 2026 in connection with the company’s merger. One line shows 16,194 common shares sold at $70.00 each ($1,133,580). The remaining dispositions (90,723; 7,785; 14,652; 49,799; 5,242) were RSU/PSU-related conversions paid in cash per the merger terms. All shares and award equivalents were converted into cash at the merger consideration of $70.00 per share, for an aggregate cash value of approximately $12,907,650.
Key Details
- Transaction date: February 4, 2026 (effective time of the merger). Price: $70.00 per share (merger consideration).
- Total disposed: 184,395 shares/award equivalents; approximate proceeds: $12,907,650.
- Shares owned after transaction: not specified in this Form 4.
- Footnotes: Dispositions were consummated pursuant to the Agreement and Plan of Merger (Aug 20, 2025). Common stock was canceled and converted into $70.00 per share cash; unvested RSUs/PSUs were replaced with cash replacement amounts subject to the original vesting terms (see F1–F5).
- Filing note: Form filed on Feb 4, 2026 covering the Feb 4, 2026 transactions. Power of Attorney noted for Samer Alkharrat.
Context
These were not open-market sales but cash-outs required by the merger—common stock and outstanding equity awards were converted into cash at the agreed merger price. For retail investors, such merger-driven dispositions reflect deal terms rather than a routine insider decision to sell shares on the market.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-02-04$70.00/sh−16,194$1,133,580→ 0 total - Disposition to Issuer
Common Stock
[F1][F3]2026-02-04−90,723→ 0 total - Disposition to Issuer
Common Stock
[F1][F4]2026-02-04−7,785→ 0 total - Disposition to Issuer
Performance Units
[F5][F1]2026-02-04−14,652→ 0 total→ Common Stock (14,652 underlying) - Disposition to Issuer
Performance Units
[F5][F1]2026-02-04−49,799→ 0 total→ Common Stock (49,799 underlying) - Disposition to Issuer
Performance Units
[F5][F1]2026-02-04−5,242→ 0 total→ Common Stock (5,242 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, each issued and outstanding share of common stock of the Issuer ("Common Stock") 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").
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit ("RSU") that was unvested immediately prior to the Effective Time was canceled and replaced with the right to receive an amount in cash equal to the number of shares subject to the unvested RSUs multiplied by the Merger Consideration (the "Cash Replacement RSU Amounts"). Each Cash Replacement RSU Amount will be subject, with certain exceptions, to the same vesting terms and conditions as applied to the replaced unvested RSU.
- [F4]Pursuant to the Merger Agreement, at the Effective Time, each outstanding performance stock unit ("PSU") award that was certified to the performance level achieved, but unvested immediately prior to the Effective Time was canceled and replaced with the right to receive an amount in cash equal to the number of shares subject to the certified but unvested PSUs multiplied by the Merger Consideration (the "Certified Cash Replacement PSU Amounts"). Each Certified Cash Replacement PSU Amount will be subject, with certain exceptions, to the same vesting terms and conditions as applied to the replaced unvested PSU.
- [F5]Pursuant to the Merger Agreement, at the Effective Time, each outstanding PSU award that was unvested immediately prior to the Effective Time was canceled and replaced with the right to receive an amount in cash equal to the number of shares subject to the unvested PSUs (with such number of shares determined assuming achievement of applicable performance metrics at 100% of target performance levels) multiplied by the Merger Consideration (the "Cash Replacement PSU Amounts"). Each Cash Replacement PSU Amount will be subject, with certain exceptions, to the same vesting terms and conditions as applied to the replaced unvested PSU.