McDonald William Everett 4

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.