Korngiebel Joseph B 4

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.