| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Rao Gnaneshwar B. | Director | C/O DAYFORCE, INC., 3311 EAST OLD SHAKOPEE ROAD, MINNEAPOLIS | /s/ William E. McDonald, attorney-in-fact | 04 Feb 2026 | 0001450650 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | DAY | Common Stock | Disposed to Issuer | $1,564,850 | -22,355 | -100% | $70.00 | 0 | 04 Feb 2026 | Direct | F1, F2 |
| transaction | DAY | Common Stock | Disposed to Issuer | $283,010 | -4,043 | -100% | $70.00 | 0 | 04 Feb 2026 | Direct | F1, F2, F3 |
| transaction | DAY | Common Stock | Disposed to Issuer | -2,688 | -100% | 0 | 04 Feb 2026 | Direct | F1, F4 |
Gnaneshwar B. Rao is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| 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, (i) each issued and outstanding share of common stock ("Common Stock") of the Issuer 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"), and (ii) each vested but unsettled restricted stock unit ("RSU") was canceled and converted automatically into the right to receive an amount in cash equal to the Merger Consideration multiplied by the number of shares of Common Stock subject to the vested but unsettled RSU as of immediately prior to the Effective Time. |
| F3 | The shares are held for the benefit of certain funds (the "THL Funds") affiliated with Thomas H. Lee Partners, L.P. ("THL Partners") pursuant to the operative agreements among the THL Funds. Mr. Rao is a Managing Director of THL Partners. |
| F4 | Pursuant to the Merger Agreement, at the Effective Time, each outstanding RSU that was unvested immediately prior to the Effective Time fully vested and converted automatically into the right to receive an amount in cash equal to the number of shares subject to the RSUs multiplied by the Merger Consideration. |
For Ganesh Rao, pursuant to the Power of Attorney previously filed.