William E. McDonald - 28 Feb 2024 Form 4 Insider Report for Dayforce, Inc. (DAY)

Footnote F1

In connection with the vesting of 4,570 shares of common stock of the Issuer ("Common Stock") on February 28, 2024, subject to a restricted stock unit ("RSU") award granted on February 28, 2023, 1,638 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the RSU award agreement and 2,932 shares of Common Stock were issued to the reporting person.

Footnote F2

In connection with the vesting of 1,718 shares of Common Stock on February 28, 2024, subject to a performance stock unit ("PSU") award granted on February 8, 2023, 784 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the PSU award agreement and 934 shares of Common Stock were issued to the reporting person.

Footnote F3

In connection with the vesting of 3,714 shares of Common Stock on February 28, 2024, subject to a PSU award granted on February 28, 2023, 1,694 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the PSU award agreement and 2,020 shares of Common Stock were issued to the reporting person.

Footnote F4

Includes (i) 34,843 shares of Common Stock, (ii) shares of Common Stock issuable pursuant to RSUs, granted on March 8, 2021, of which 1,544 shares vest on March 8, 2024; (iii) shares of Common Stock issuable pursuant to RSUs, granted on August 6, 2021, of which 813 shares vest on August 6, 2024; (iv) shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, of which 4,706 shares vest on February 24, 2025; and (v) shares of Common Stock issuable pursuant to RSUs, granted on February 28, 2023, of which 4,570 shares vest on February 28, 2025, and 4,571 shares vest on February 28, 2026.

Footnote F5

Fully vested and exercisable.

Footnote F6

Consists of 10,724 options that are vested and exercisable as of May 8, 2023, and 3,575 options that vest and become exercisable on May 8, 2024.

Footnote F7

Given the Company's performance in 2021 and pursuant to the terms of the PSU award agreement, each PSU granted on March 8, 2021 will convert into 1 share of Common Stock upon vesting. The vesting of 1,544 PSUs occurs on March 8, 2024.

Footnote F8

Each PSU represents a contingent right to receive shares of Common Stock based upon the degree to which the performance metric contained in the PSU award agreement is satisfied. The number of PSUs reported in columns 7 and 9 of Table II reflects achievement at the target level of performance under the PSU award agreement. Based on actual results during the period beginning January 1, 2023 and ending December 31, 2025, the aggregate number of shares of Common Stock issued may range from zero shares to 200% of the target number of shares reported in columns 7 and 9 of Table II. The PSUs will only vest if the achievement of the performance metric under the PSU Agreement is certified to have been met by the Compensation Committee or the Board of Directors of the Company, and then any such certified amount will vest on February 28, 2026.

Footnote F9

Each PSU represents a contingent right to receive shares of Common Stock based upon the degree to which one or more of the performance metrics contained in the PSU award agreement are satisfied annually over a three year period. The number of PSUs reported in column 9 of Table II reflects achievement at the target level of performance under the PSU award agreement. Based on actual results during each of the preceding periods beginning on January 1 and ending December 31, the aggregate number of shares of Common Stock issued may range from zero shares to 167% of the target number of shares reported in column 9 of Table II. The PSUs will only vest if the achievement of one or more of the annual performance metrics under the PSU award agreement is certified to have been met by the Compensation Committee or the Board of Directors of the Company for the prior period, and then any such certified amount will vest on the anniversary of the date of grant.

Footnote F10

Given the Company's performance in 2022 and pursuant to the terms of the PSU award agreement, each PSU granted on February 24, 2022 will convert into 1 share of Common Stock upon vesting. The vesting of 3,920 PSUs occurs on February 24, 2025.