Holdridge Stephen H. 4
4 · Dayforce, Inc. · Filed Feb 4, 2026
Research Summary
AI-generated summary of this filing
Dayforce (DAY) President Stephen Holdridge Sells Shares in Merger
What Happened
- Stephen H. Holdridge, President and COO of Dayforce, disposed of multiple equity holdings in connection with Dayforce’s merger effective February 4, 2026. One reported block of 59,131 common shares was paid out at $70.00 per share for proceeds of $4,139,170. Several additional items reported as dispositions (including RSUs, PSUs and other derivative awards) were converted or canceled under the merger terms and show no separate per-share price in the filing.
Key Details
- Transaction date: February 4, 2026 (effective time of the merger).
- Price / proceeds: Common shares converted to cash at $70.00 per share; 59,131 shares × $70 = $4,139,170. Other reported derivative/award dispositions show “N/A” price because they were cash-settled per the merger agreement.
- Shares owned after transaction: Common stock was canceled and converted to cash at the Effective Time; no outstanding common shares remain post-closing. Unvested RSUs/PSUs were replaced by cash-replacement amounts subject to original vesting terms.
- Relevant footnotes:
- F1–F2: Shares were canceled and converted to $70.00 per share cash consideration under the Merger Agreement.
- F3/F5: Unvested RSUs and PSUs were replaced with cash amounts equal to the number of underlying shares × $70, generally remaining subject to prior vesting conditions.
- F4: Certain vested options with strike prices ≥ $70 were canceled for no consideration per the agreement.
- Filing notes: The filing includes a previously filed Power of Attorney remark for Mr. Holdridge. No late filing is indicated in the provided data.
Context
- This was not an open-market sale by the insider but a merger-related cash conversion: common stock was canceled and paid out at the merger price. For retail investors, merger dispositions reflect deal terms rather than an individual’s trading decision. The conversion of RSUs/PSUs to cash may still be subject to vesting conditions as noted in the footnotes.
Insider Transaction Report
Form 4Exit
Holdridge Stephen H.
President, COO
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-02-04$70.00/sh−59,131$4,139,170→ 0 total - Disposition to Issuer
Common Stock
[F1][F3]2026-02-04−117,683→ 0 total - Disposition to Issuer
Options (Right to Purchase)
[F1][F4]2026-02-04−65,547→ 0 totalExercise: $70.73Exp: 2030-02-28→ Common Stock (65,547 underlying) - Disposition to Issuer
Performance Units
[F5][F1]2026-02-04−9,141→ 0 total→ Common Stock (9,141 underlying) - Disposition to Issuer
Performance Units
[F5][F1]2026-02-04−8,227→ 0 total→ Common Stock (8,227 underlying) - Disposition to Issuer
Performance Units
[F5][F1]2026-02-04−24,420→ 0 total→ Common Stock (24,420 underlying) - Disposition to Issuer
Performance Units
[F5][F1]2026-02-04−3,663→ 0 total→ Common Stock (3,663 underlying) - Disposition to Issuer
Performance Units
[F5][F1]2026-02-04−66,398→ 0 total→ Common Stock (66,398 underlying) - Disposition to Issuer
Performance Units
[F5][F1]2026-02-04−6,989→ 0 total→ Common Stock (6,989 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, 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.
- [F5]Pursuant to the Merger Agreement, at the Effective Time, each outstanding performance stock unit ("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.
Signature
/s/ William E. McDonald, attorney-in-fact|2026-02-04