McDonald William Everett 4
4 · Dayforce, Inc. · Filed Feb 4, 2026
Research Summary
AI-generated summary of this filing
Dayforce (DAY) EVP/CLO William McDonald Sells 230,358 Shares
What Happened
- William McDonald (EVP, Chief Legal Officer & Secretary) disposed of equity in Dayforce on Feb 4, 2026 in connection with the company’s merger. The Form 4 reports dispositions to the issuer totaling 230,358 share equivalents across common stock and derivative awards. One block of 52,845 shares was cashed at $70.00 for $3,699,150; other common shares and restricted/ performance units were converted to cash per the merger agreement, while vested options were converted to cash based on the spread (merger price minus strike).
- This was not an open‑market sale or trading decision by the insider but the contractual conversion/cancellation of stock and awards under the Agreement and Plan of Merger that became effective Feb 4, 2026.
Key Details
- Transaction date: Feb 4, 2026 (Effective Time of the merger).
- Price/consideration: Merger consideration = $70.00 per share for outstanding common stock and for RSU/PSU replacements; vested options converted to cash equal to (Merger Consideration − option exercise price) per share.
- Reported disposals: 230,358 shares/award units in total. If all units were valued at $70.00, that equals $16,125,060 — actual cash received may be lower for vested options because they pay only the spread over strike. The filing explicitly shows $3,699,150 for 52,845 shares cashed at $70.
- Transaction code: Disposition to issuer (D) — merger consideration/cancellation, not an open‑market trade.
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Filing timeliness: Reported with a Period of Report = Feb 4, 2026 (appears timely, no late filing flag shown).
- Relevant footnotes: F1–F5 explain the merger mechanics — common shares canceled for $70/share; unvested RSUs/PSUs replaced by cash amounts equal to share counts × $70 (subject to original vesting); vested options converted to cash equal to the excess of $70 over the exercise price.
Context
- For retail investors: these dispositions reflect the corporate acquisition payout mechanics rather than a voluntary insider sale. RSUs/PSUs were effectively cashed out or replaced with cash‑denominated awards subject to vesting; vested options were cashed for their intrinsic value (if any). Such filings are routine in an M&A context and do not necessarily indicate the insider’s view of the company’s future performance.
Insider Transaction Report
Form 4Exit
McDonald William Everett
EVP, CLO, & Secretary
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-02-04$70.00/sh−52,845$3,699,150→ 0 total - Disposition to Issuer
Common Stock
[F1][F3]2026-02-04−48,927→ 0 total - Disposition to Issuer
Options (Right to Purchase)
[F1][F4]2026-02-04−30,424→ 0 totalExercise: $22.00Exp: 2028-04-25→ Common Stock (30,424 underlying) - Disposition to Issuer
Options (Right to Purchase)
[F1][F4]2026-02-04−28,626→ 0 totalExercise: $49.93Exp: 2029-03-20→ Common Stock (28,626 underlying) - Disposition to Issuer
Options (Right to Purchase)
[F1][F4]2026-02-04−14,299→ 0 totalExercise: $65.26Exp: 2030-05-08→ Common Stock (14,299 underlying) - Disposition to Issuer
Performance Units
[F5][F1]2026-02-04−4,571→ 0 total→ Common Stock (4,571 underlying) - Disposition to Issuer
Performance Units
[F5][F1]2026-02-04−4,113→ 0 total→ Common Stock (4,113 underlying) - Disposition to Issuer
Performance Units
[F5][F1]2026-02-04−14,652→ 0 total→ Common Stock (14,652 underlying) - Disposition to Issuer
Performance Units
[F5][F1]2026-02-04−2,197→ 0 total→ Common Stock (2,197 underlying) - Disposition to Issuer
Performance Units
[F5][F1]2026-02-04−29,704→ 0 total→ Common Stock (29,704 underlying)
Footnotes (5)
- [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, each vested stock option was converted into the right to receive an amount in cash equal to the number of shares of Common Stock subject to vested stock options multiplied by the excess, if any, of the Merger Consideration over the share exercise price of such vested stock option.
- [F5]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|2026-02-04