8-K filed February 4, 2026, 6:59 PM ET CIK 0001725057

M&A confidence high sentiment neutral materiality 1.00

Thoma Bravo completes $70/share acquisition of Dayforce; Dayforce goes private

Dayforce, Inc.

Shareholders received $70.00 cash per share; financing from Thoma Bravo equity funds and third-party debt.
Dayforce common stock delisted from NYSE and TSX; company will file Form 15 to terminate SEC registration.
Board of directors replaced: David Ossip, Brent Bickett, and seven others resigned; Nicholas Cucci, Jeffrey Jacobs, William McDonald appointed.
Convertible notes due 2026 modified: conversion now into cash = $529.487 per $1,000 principal (based on $70.00 per share).
Credit agreement terminated and all outstanding loans repaid concurrently with merger closing.

item 1.01 item 1.02 item 2.01 item 3.01 item 5.01 item 5.02 item 5.03 item 8.01 item 3.02 item 3.03 item 7.01 item 9.01

Machine-readable event card

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cik: 0001725057
company_name: Dayforce, Inc.
filed_at: 2026-02-04T23:59:59+00:00
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Source-grounded claims

49e2a11101f7e554894a298783bd219448138039

Dayforce, Inc.: Amended and restated bylaws in connection with merger.

the bylaws of the Company were amended and restated in their entirety.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

a57c90cbfeb519ceb83edaae04472b0911ac0d72

Dayforce, Inc.: Amended and restated certificate of incorporation in connection with merger.

the Company’s certificate of incorporation as in effect immediately prior to the Merger was amended and restated in its entirety.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

3f79b11d50dc8fddcc3cbd527d32557e6be4a8b6

Dayforce, Inc. underwent a change of control involving Dayforce Bidco, LLC for $70.00 in cash (closed 2026-02-04).

and outstanding immediately prior to the Effective Time (subject to certain exceptions set forth in the Merger Agreement) was automatically converted into the right to receive $70.00 in cash, without interest (the “Merger Consideration”); ● each vested Company stock option issued and outstanding immediately prior to the Effective Time with an exercise price

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

15220516e371f76d24d20c0e6ec1c8a12376523c

Dayforce, Inc. amended Convertible Notes Supplemental Indenture with Computershare Trust Company, N.A. (effective 2026-02-04).

On February 4, 2026, the Company and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (the “Trustee”), entered into the First Supplemental Indenture, dated as of February 4, 2026 (the “Convertible Notes Supplemental Indenture”) to the Indenture, dated as of March 5, 2021, by and between the Company and the Trustee (the “Convertible Notes Original Indenture” and, together with the Convertible Notes Supplemental Indenture, the “Convertible Notes Indenture”), relating to the Company’s 0.25% Convertible Senior Notes due 2026 (the “Convertible Notes”).

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

36f5863d70eaa1d9541d02c0870001da09317c24

Dayforce, Inc. terminated Capped Call Transactions with certain financial institutions (effective 2026-02-04).

On February 4, 2026, the Company entered into unwind agreements with each Capped Call Counterparty pursuant to which, in the aggregate, all Capped Call Transactions were terminated in exchange for a nominal payment in favor of the Company.

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

fa3335b2eb437119eec8f9a5c2f0476f9d001dd2

Dayforce, Inc. terminated Credit Agreement with JPMorgan Chase Bank, N.A., as collateral agent and administrative agent.

Concurrently with the closing of the Merger, the Company terminated all commitments outstanding under, and repaid all outstanding loans and other amounts due under, the Credit Agreement, dated as of February 29, 2024 (as amended by that certain First Amendment to Credit Agreement, dated as of February 14, 2025, the “Credit Agreement”), by and among the Company, the lenders and other parties from time to time party thereto, and JPMorgan Chase Bank, N.A., as collateral agent and administrative agent (the “Agent”).

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

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Enviri II Corp June 1, 2026, 5:18 PM ET m_and_a Items 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 5.05, 7.01, 9.01

same fact type: governance_change, ma_transaction, material_agreement same SEC item: 1.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

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the bylaws of the Company were amended and restated in their entirety.

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In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

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and outstanding immediately prior to the Effective Time (subject to certain exceptions set forth in the Merger Agreement) was automatically converted into the right to receive $70.00 in cash, without interest (the “Merger Consideration”); ● each vested Company stock option issued and outstanding immediately prior to the Effective Time with an exercise price

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On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred

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CANTALOUPE, INC. May 8, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

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and outstanding immediately prior to the Effective Time (subject to certain exceptions set forth in the Merger Agreement) was automatically converted into the right to receive $70.00 in cash, without interest (the “Merger Consideration”); ● each vested Company stock option issued and outstanding immediately prior to the Effective Time with an exercise price

Comparable filing

Rollover Shares immediately prior to the Effective Time, and were canceled at the Effective Time for no consideration) were canceled and converted into the right to receive $11.20 in cash, without interest (such amount per share, the “ Merger Consideration ”). At the Effective Time, (i) each Company RSU (as defined in the Merger Agreement) that was

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Coterra Energy Inc. May 7, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

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and outstanding immediately prior to the Effective Time (subject to certain exceptions set forth in the Merger Agreement) was automatically converted into the right to receive $70.00 in cash, without interest (the “Merger Consideration”); ● each vested Company stock option issued and outstanding immediately prior to the Effective Time with an exercise price

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ith Devon Energy Corporation, a Delaware corporation (“Devon”), and Cubs Merger Sub, Inc., a Delaware corporation and

Filing page SEC filing

OCFC

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same fact type: ma_transaction same SEC item: 1.01, 2.01, 3.02, 3.03, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

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and outstanding immediately prior to the Effective Time (subject to certain exceptions set forth in the Merger Agreement) was automatically converted into the right to receive $70.00 in cash, without interest (the “Merger Consideration”); ● each vested Company stock option issued and outstanding immediately prior to the Effective Time with an exercise price

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of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

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same fact type: material_agreement same SEC item: 1.01, 8.01, 9.01 same event type: m_and_a similar materiality

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On February 4, 2026, the Company and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (the “Trustee”), entered into the First Supplemental Indenture, dated as of February 4, 2026 (the “Convertible Notes Supplemental Indenture”) to the Indenture, dated as of March 5, 2021, by and between the Company and the Trustee (the “Convertible Notes Original Indenture” and, together with the Convertible Notes Supplemental Indenture, the “Convertible Notes Indenture”), relating to the Company’s 0.25% Convertible Senior Notes due 2026 (the “Convertible Notes”).

Comparable filing

On May 9, 2026, Emerald Holding, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Emma Buyer, LLC, a Delaware limited liability company (“ Parent ”), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”).

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same fact type: material_agreement same SEC item: 1.01, 8.01, 9.01 same event type: m_and_a similar materiality

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On February 4, 2026, the Company and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (the “Trustee”), entered into the First Supplemental Indenture, dated as of February 4, 2026 (the “Convertible Notes Supplemental Indenture”) to the Indenture, dated as of March 5, 2021, by and between the Company and the Trustee (the “Convertible Notes Original Indenture” and, together with the Convertible Notes Supplemental Indenture, the “Convertible Notes Indenture”), relating to the Company’s 0.25% Convertible Senior Notes due 2026 (the “Convertible Notes”).

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On May 7, 2026, Two Harbors Investment Corp. (“Two Harbors”) entered into a Second Amendment to the Agreement and Plan of Merger (the “Second Amendment”), by and among Two Harbors, CrossCountry Intermediate Holdco, LLC (“CCM”) and CrossCountry Merger Corp., a wholly owned subsidiary of CCM (“Merger Sub”), to amend the terms of the previously disclosed Agreement and Plan of Merger, dated March 27, 2026 (the “Original CCM Merger Agreement”), as amended by the First Amendment to the Agreement and Plan of Merger, dated April 28, 2026 (the “First Amendment”), by and among Two Harbors, CCM and Merger Sub (the Original CCM Merger Agreement, as amended by the First Amendment and the Second Amendment, the “Amended CCM Merger Agreement”).

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same fact type: ma_transaction, material_agreement same SEC item: 1.01, 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 same event type: m_and_a

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and outstanding immediately prior to the Effective Time (subject to certain exceptions set forth in the Merger Agreement) was automatically converted into the right to receive $70.00 in cash, without interest (the “Merger Consideration”); ● each vested Company stock option issued and outstanding immediately prior to the Effective Time with an exercise price

Comparable filing

excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $5.80 per share of Class A Common Stock, without interest thereon (the “ Class A Per Share Price ”), (ii) each share of the Company’s Class B common stock, par value $0.00001 per share

Filing page SEC filing

Source: SEC EDGAR

accession 0001140361-26-003628

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