Holdridge Stephen H. 4

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.