Ossip David D 4

What Happened
David D. Ossip, Chairman and CEO of Dayforce, Inc. (DAY), disposed of company shares and converted/settled equity awards in connection with the merger closing. Under the merger terms ($70.00 per share), he received cash for multiple share dispositions—most notably 1,860,902 shares, 891,761 shares and 229,085 shares—totaling 2,981,748 shares paid at $70.00 per share for aggregate cash proceeds of $208,722,360. The filing also shows prior exercise/conversion of derivatives (1,869,230 shares exercised/converted on Feb 3) and multiple additional derivative-related dispositions reported with N/A values that reflect non‑cash conversions or replacements under the merger.

Key Details

• Transaction dates: exercises/conversions on 2026-02-03; dispositions to issuer (merger consideration) effective 2026-02-04. Filing dated 2026-02-04 (timely).
• Price and proceeds: $70.00 per share for specified disposals; $70 × 2,981,748 = $208,722,360 in cash reported. Some disposals listed as N/A reflect non-cash conversions or replacement rights under the merger.
• Shares owned after transaction: not specified as a simple beneficial‑ownership number in the filing; the reporting person disclaims beneficial ownership for certain holdings (see indirect ownership notes).
• Notable footnotes: transactions were part of the Agreement and Plan of Merger (F3–F9). Vested RSUs/PSUs were converted into cash at $70 (F4); unvested RSUs/PSUs were replaced with rights to preferred stock or replacement rights (F5, F9); certain vested options were canceled or cashed out per merger terms (F7, F8). Indirect ownership through entities is noted (F2, F6). Power of attorney used for the filing.

Context
These were not open‑market sales but disposals/conversions required or effected by the merger (each share converted into $70 cash or replacement equity/right as described). The filing shows exercises/conversions of derivatives followed immediately by disposition to the issuer at the merger effective time—functionally a cash‑out under the acquisition terms rather than a typical insider sell for diversification.