Jacobs Jeffrey Scott 4
4 · Dayforce, Inc. · Filed Feb 4, 2026
Research Summary
AI-generated summary of this filing
Dayforce (DAY) Head of Acct & Fin Reporting Jeffrey Jacobs Sells Shares
What Happened
- Jeffrey Scott Jacobs, Head of Accounting & Financial Reporting at Dayforce (DAY), disposed of a total of 111,043 shares and share-equivalents on February 4, 2026. One line shows 18,917 shares of common stock sold at $70.00 for $1,324,190; the remaining items are derivative/award-related dispositions reported as N/A on the form. All dispositions were made to the issuer in connection with the merger that closed that day.
Key Details
- Transaction date: 2026-02-04 (Effective Time of the merger).
- Reported line items:
- 18,917 common shares @ $70.00 = $1,324,190 (reported).
- 29,984 shares (disposed, N/A)
- 1,125 (derivative, disposed, N/A)
- 5,000 (derivative, disposed, N/A)
- 32,610 (derivative, disposed, N/A)
- 712 (derivative, disposed, N/A)
- 8,396 (derivative, disposed, N/A)
- 14,299 (derivative, disposed, N/A)
- Total shares/share-equivalents disposed: 111,043. If valued at the $70.00 merger consideration for all items, the implied proceeds would be about $7.77 million; however, the Form 4 only reports $1.324M for the common stock line and lists N/A for several derivative lines. Vested options converted under the merger receive cash equal to the excess of $70.00 over the exercise price (per footnote), so their cash value may differ.
- Shares owned after transaction: Dayforce common shares were cancelled at the Effective Time and converted into cash per the merger; effectively no remaining common shares in the issuer after the merger.
- Notable footnotes: filings state these dispositions were consummated under the Agreement and Plan of Merger (Aug 20, 2025). F2–F4 explain that common shares and unvested RSUs were cashed out at $70/share and vested options converted to cash equal to any excess over exercise price.
- Filing timeliness: The Form 4 was filed with a report date of 2026-02-04 (same day as the transactions), so no late filing is indicated.
- Administrative note: Filing made pursuant to a previously filed Power of Attorney.
Context
- These were not open-market sales: the dispositions were part of a corporate merger that automatically converted shares and certain awards into cash. That means the transactions reflect deal consideration, not an insider choosing to sell on the market.
- Derivative entries represent RSUs or vested options being cashed out under the merger terms. Vested options only produced cash if the $70 merger price exceeded the option strike (per footnote F4).
Insider Transaction Report
Form 4Exit
Jacobs Jeffrey Scott
Head of Acct & Fin Reporting
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-02-04$70.00/sh−18,917$1,324,190→ 0 total - Disposition to Issuer
Common Stock
[F1][F3]2026-02-04−29,984→ 0 total - Disposition to Issuer
Options (Right to Purchase)
[F1][F4]2026-02-04−1,125→ 0 totalExercise: $16.82Exp: 2026-12-31→ Common Stock (1,125 underlying) - Disposition to Issuer
Options (Right to Purchase)
[F1][F4]2026-02-04−5,000→ 0 totalExercise: $19.04Exp: 2027-12-20→ Common Stock (5,000 underlying) - Disposition to Issuer
Options (Right to Purchase)
[F1][F4]2026-02-04−32,610→ 0 totalExercise: $22.00Exp: 2028-04-25→ Common Stock (32,610 underlying) - Disposition to Issuer
Options (Right to Purchase)
[F1][F4]2026-02-04−712→ 0 totalExercise: $44.91Exp: 2029-02-08→ Common Stock (712 underlying) - Disposition to Issuer
Options (Right to Purchase)
[F1][F4]2026-02-04−8,396→ 0 totalExercise: $49.93Exp: 2029-03-20→ Common Stock (8,396 underlying) - Disposition to Issuer
Options (Right to Purchase)
[F1][F4]2026-02-04−14,299→ 0 totalExercise: $65.26Exp: 2030-05-08→ Common Stock (14,299 underlying)
Footnotes (4)
- [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 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.
Signature
/s/ William E. McDonald, attorney-in-fact|2026-02-04