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.
Positive
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Negative
- None.
Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Options (Right to Purchase) | 30,424 | $0.00 | -- |
| Disposition | Options (Right to Purchase) | 28,626 | $0.00 | -- |
| Disposition | Options (Right to Purchase) | 14,299 | $0.00 | -- |
| Disposition | Performance Units | 4,571 | $0.00 | -- |
| Disposition | Performance Units | 4,113 | $0.00 | -- |
| Disposition | Performance Units | 14,652 | $0.00 | -- |
| Disposition | Performance Units | 2,197 | $0.00 | -- |
| Disposition | Performance Units | 29,704 | $0.00 | -- |
| Disposition | Common Stock | 52,845 | $70.00 | $3.70M |
| Disposition | Common Stock | 48,927 | $0.00 | -- |
Footnotes (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"). 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"). 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. 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. 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.
