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Dayforce, Inc. — Director's Dealing 2026
Feb 4, 2026
30566_dirs_2026-02-04_8ad48d15-af9c-4d60-8362-1d6c1606fdf2.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Dayforce, Inc. (DAY)
CIK: 0001725057
Period of Report: 2026-02-04
Reporting Person: Holdridge Stephen H. (President, COO)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2026-02-04 | Common Stock | D | 59131 | $70 | Disposed | 0 | Direct |
| 2026-02-04 | Common Stock | D | 117683 | — | Disposed | 0 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2026-02-04 | Options (Right to Purchase) | $70.73 | D | 65547 | Disposed | 2030-02-28 | Common Stock (65547) | Direct |
| 2026-02-04 | Performance Units | $ | D | 9141 | Disposed | Common Stock (9141) | Direct | |
| 2026-02-04 | Performance Units | $ | D | 8227 | Disposed | Common Stock (8227) | Direct | |
| 2026-02-04 | Performance Units | $ | D | 24420 | Disposed | Common Stock (24420) | Direct | |
| 2026-02-04 | Performance Units | $ | D | 3663 | Disposed | Common Stock (3663) | Direct | |
| 2026-02-04 | Performance Units | $ | D | 66398 | Disposed | Common Stock (66398) | Direct | |
| 2026-02-04 | Performance Units | $ | D | 6989 | Disposed | Common Stock (6989) | Direct |
Footnotes
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 with a per share price that was equal to or greater than the Merger Consideration, as of the Effective Time, was canceled for no
consideration.
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.