Johnson Jeremy Robert 4
Research Summary
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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.