Executive’s equity cashed out in Dayforce (NYSE: DAY) $70-per-share buyout

Rhea-AI Filing Summary

Dayforce, Inc. completed a cash merger in which all common shares were canceled and converted into the right to receive $70.00 per share. The filing shows EVP, CLO & Secretary William Everett McDonald disposing of his Dayforce equity at the merger’s effective time on February 4, 2026.

He reported 52,845 shares of common stock converted into the $70.00-per-share cash merger consideration. His restricted stock units and performance stock units, representing additional shares such as 48,927 underlying RSUs and multiple PSU awards, were canceled and replaced with cash rights based on the same $70.00 per-share value, generally retaining their prior vesting schedules.

Vested stock options covering 30,424 shares at $22, 28,626 shares at $49.93, and 14,299 shares at $65.26 were converted into cash rights equal to the number of underlying shares multiplied by the excess of $70.00 over each option’s exercise price. Following these transactions, McDonald reported beneficial ownership of zero Dayforce shares or derivative securities.

Insights

Corporate governance analyst

Executive’s equity is cashed out as part of a previously agreed $70-per-share Dayforce buyout.

This Form 4 documents mechanical changes from the closing of Dayforce’s merger, not discretionary trading by executive William Everett McDonald. All common shares were canceled and converted into a cash right of $70.00 per share at the Effective Time on February 4, 2026.

McDonald’s 52,845 common shares, unvested RSUs, PSUs, and vested stock options were all converted into cash-based rights tied to the $70.00 consideration. RSU and PSU replacement amounts keep prior vesting terms with limited exceptions, so some compensation remains time- and performance-based, just in cash form instead of equity.

Because this reflects the agreed merger structure rather than unexpected selling, the informational value for investors is mainly confirmatory. It shows an insider now reports zero Dayforce equity holdings after the merger, while compensation incentives transition from stock-based to cash-settled awards governed by the same vesting schedules.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McDonald William Everett

(Last) (First) (Middle)

C/O DAYFORCE, INC.

3311 EAST OLD SHAKOPEE ROAD

(Street)

MINNEAPOLIS MN 55425

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Dayforce, Inc. [ DAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CLO, & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/04/2026		D(1)		52,845	D	$70(2)	0	D
Common Stock	02/04/2026		D(1)		48,927(3)	D	(3)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options (Right to Purchase)	$22	02/04/2026		D(1)			30,424	(4)	04/25/2028	Common Stock	30,424	(4)	0	D
Options (Right to Purchase)	$49.93	02/04/2026		D(1)			28,626	(4)	03/20/2029	Common Stock	28,626	(4)	0	D
Options (Right to Purchase)	$65.26	02/04/2026		D(1)			14,299	(4)	05/08/2030	Common Stock	14,299	(4)	0	D
Performance Units	(5)	02/04/2026		D(1)			4,571	(5)	(5)	Common Stock	4,571	(5)	0	D
Performance Units	(5)	02/04/2026		D(1)			4,113	(5)	(5)	Common Stock	4,113	(5)	0	D
Performance Units	(5)	02/04/2026		D(1)			14,652	(5)	(5)	Common Stock	14,652	(5)	0	D
Performance Units	(5)	02/04/2026		D(1)			2,197	(5)	(5)	Common Stock	2,197	(5)	0	D
Performance Units	(5)	02/04/2026		D(1)			29,704	(5)	(5)	Common Stock	29,704	(5)	0	D

Explanation of Responses:

1. 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").

2. 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").

3. 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.

4. 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.

5. 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.

Remarks:

	/s/ William E. McDonald	02/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Dayforce (DAY) disclose about William McDonald’s shares in this Form 4?

The Form 4 shows EVP, CLO & Secretary William Everett McDonald’s Dayforce equity was canceled at the merger closing and converted to cash rights based on $70.00 per share, leaving him with zero reported Dayforce shares or derivatives afterward.

What cash consideration did Dayforce (DAY) shareholders receive in the merger?

Each issued and outstanding share of Dayforce common stock was canceled and automatically converted into the right to receive $70.00 in cash per share. This fixed merger consideration applied uniformly to all outstanding common shares at the merger’s effective time.

How were Dayforce (DAY) restricted stock units treated in the merger?

Unvested Dayforce restricted stock units were canceled at closing and replaced with rights to receive cash equal to the number of RSU shares multiplied by the $70.00 merger price. These cash replacement RSU amounts generally retain the same vesting terms as the original awards.

What happened to William McDonald’s Dayforce (DAY) stock options in this transaction?

Each vested stock option held by William McDonald became a cash right equal to the option’s underlying shares multiplied by the excess of $70.00 over the exercise price. After this conversion, he reported no remaining Dayforce stock options outstanding.

How were Dayforce (DAY) performance stock units converted at the merger closing?

Unvested performance stock unit awards were canceled and replaced with cash rights based on the number of PSU shares at 100% of target multiplied by the $70.00 merger consideration. These cash replacement PSU amounts generally follow the same vesting and performance terms as before.

Did the Dayforce (DAY) executive retain any equity after the merger settlement?

According to the Form 4, after the merger settlement executive William Everett McDonald reported zero beneficially owned Dayforce shares and zero derivative securities. His prior equity awards were converted fully into cash-based rights tied to the $70.00 per-share merger price.