Korngiebel Joseph B 4
4 · Dayforce, Inc. · Filed Feb 4, 2026
Research Summary
AI-generated summary of this filing
Dayforce (DAY) EVP Joseph Korngiebel Sells Shares in Merger
What Happened Joseph B. Korngiebel, Executive Vice President & Chief Strategy and Product Officer of Dayforce, reported dispositions tied to the Feb 4, 2026 consummation of the company’s merger. A total of 354,901 common shares and share-based awards (including RSUs and PSUs) were canceled and converted into cash under the Merger Agreement at $70.00 per share. One reported line shows 127,242 shares sold for $70.00 (cash = $8,906,940); combining all converted shares yields roughly $24.8 million in merger consideration. This was not an open-market sale but a cash conversion under the merger.
Key Details
- Transaction date: February 4, 2026 (Effective Time of the merger).
- Price / consideration: $70.00 per share (Merger Consideration).
- Reported dispositions: 354,901 total shares/award-equivalents (sum of common stock, RSUs, PSUs).
- Cash value: approximately $24,843,070 total (354,901 × $70.00).
- Shares owned after transaction: common shares were canceled at the Effective Time; common stock holdings were converted to cash per the Merger Agreement.
- Notable footnotes:
- F1–F2: Common stock was canceled and converted into $70 per share cash at the Effective Time of the merger.
- F3: Unvested RSUs were replaced with cash replacement RSU amounts subject to the same vesting terms.
- F4: Unvested PSUs were replaced with cash replacement PSU amounts (amounts computed at target performance) and remain subject to vesting conditions.
- Filing remark: Transaction reported under a previously filed Power of Attorney for Joseph Korngiebel.
- Timeliness: Reported with the period and filing date of Feb 4, 2026 (no late-filing indication).
Context
- This is a merger-related conversion of equity and equity awards into cash, not a voluntary open-market sale that would typically signal personal liquidity decisions. Some converted RSU/PSU amounts may remain subject to original vesting terms despite being converted to cash equivalents.
Insider Transaction Report
Form 4Exit
Korngiebel Joseph B
EVP, CSPTO
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-02-04$70.00/sh−127,242$8,906,940→ 0 total - Disposition to Issuer
Common Stock
[F1][F3]2026-02-04−108,821→ 0 total - Disposition to Issuer
Performance Units
[F4][F1]2026-02-04−9,141→ 0 total→ Common Stock (9,141 underlying) - Disposition to Issuer
Performance Units
[F4][F1]2026-02-04−8,227→ 0 total→ Common Stock (8,227 underlying) - Disposition to Issuer
Performance Units
[F4][F1]2026-02-04−24,420→ 0 total→ Common Stock (24,420 underlying) - Disposition to Issuer
Performance Units
[F4][F1]2026-02-04−3,663→ 0 total→ Common Stock (3,663 underlying) - Disposition to Issuer
Performance Units
[F4][F1]2026-02-04−66,398→ 0 total→ Common Stock (66,398 underlying) - Disposition to Issuer
Performance Units
[F4][F1]2026-02-04−6,989→ 0 total→ Common Stock (6,989 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