Johnson Jeremy Robert 4
4 · Dayforce, Inc. · Filed Feb 4, 2026
Research Summary
AI-generated summary of this filing
Dayforce (DAY) CFO Jeremy Johnson Sells Shares in $70/Share Merger
What Happened
- Jeremy Robert Johnson, EVP and CFO of Dayforce, disposed of company common stock and equity awards on Feb 4, 2026 in connection with the closing of Dayforce's merger. The Form 4 reports a disposition of 20,057 shares of common stock at $70.00 per share for $1,403,990. Additional disposals listed on the form (95,277 shares/units) were derivative awards (unvested RSUs and PSUs or other equity units) that were canceled or converted as part of the merger and reported with “N/A” price fields on the form.
Key Details
- Transaction date: 2026-02-04 (filing date 2026-02-04 — appears timely).
- Reported cash price per common share: $70.00 (Merger Consideration). 20,057 common shares recorded at $70 each = $1,403,990.
- Other reported disposals (44,946; 14,652; 2,197; 30,294; 3,188) are derivative equity awards (RSUs/PSUs) converted/canceled in the merger and shown with N/A prices on the filing.
- Footnotes: The transactions were caused by the merger under the Agreement and Plan of Merger (effective Feb 4, 2026). Each share of common stock was converted into the right to receive $70. Unvested RSUs were replaced by cash replacement amounts subject to the same vesting conditions; unvested PSUs were replaced with cash amounts determined assuming 100% of target performance, also subject to vesting rules.
- Amount of securities owned after the transactions is not specified in the Form 4.
- Remark: Filing executed pursuant to a previously filed Power of Attorney.
Context
- This was not an open-market sale for personal liquidity alone but a merger-related cash-out: common shares and equity awards were converted or canceled per the merger terms and paid (or replaced) in cash at the stated $70 per share. Derivative award conversions remain subject to vesting/performance provisions as described in the footnotes.
Insider Transaction Report
Form 4Exit
Johnson Jeremy Robert
EVP, CFO
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-02-04$70.00/sh−20,057$1,403,990→ 0 total - Disposition to Issuer
Common Stock
[F1][F3]2026-02-04−44,946→ 0 total - Disposition to Issuer
Performance Units
[F4][F1]2026-02-04−14,652→ 0 total→ Common Stock (14,652 underlying) - Disposition to Issuer
Performance Units
[F4][F1]2026-02-04−2,197→ 0 total→ Common Stock (2,197 underlying) - Disposition to Issuer
Performance Units
[F4][F1]2026-02-04−30,294→ 0 total→ Common Stock (30,294 underlying) - Disposition to Issuer
Performance Units
[F4][F1]2026-02-04−3,188→ 0 total→ Common Stock (3,188 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, 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