Gerald C. Throop - 03 Feb 2026 Form 4 Insider Report for Dayforce, Inc. (DAY)

Role
Director
Signature
/s/ William E. McDonald, attorney-in-fact
Issuer symbol
DAY
Transactions as of
03 Feb 2026
Net transactions value
-$3,627,260
Form type
4
Filing time
04 Feb 2026, 12:33:58 UTC
Previous filing
13 May 2025
Next filing
18 Feb 2026
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Throop Gerald C Director C/O DAYFORCE, INC., 3311 EAST OLD SHAKOPEE ROAD, MINNEAPOLIS /s/ William E. McDonald, attorney-in-fact 04 Feb 2026 0001734324

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DAY Common Stock Options Exercise +23,185 +72% 55,168 03 Feb 2026 Direct F1
transaction DAY Common Stock Disposed to Issuer $3,627,260 -51,818 -100% $70.00 0 04 Feb 2026 Direct F2, F3
transaction DAY Common Stock Disposed to Issuer -3,350 -100% 0 04 Feb 2026 Direct F2, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction DAY Exchangeable Shares Options Exercise -23,185 -100% 0 03 Feb 2026 Common Stock 23,185 Direct F1
transaction DAY Options (Right to Purchase) Disposed to Issuer -11,916 -100% 0 04 Feb 2026 Common Stock 11,916 $65.26 Direct F2, F5
transaction DAY Options (Right to Purchase) Disposed to Issuer -4,643 -100% 0 04 Feb 2026 Common Stock 4,643 $74.20 Direct F2, F6
transaction DAY Options (Right to Purchase) Disposed to Issuer -10,069 -100% 0 04 Feb 2026 Common Stock 10,069 $87.40 Direct F2, F6
transaction DAY Options (Right to Purchase) Disposed to Issuer -17,555 -100% 0 04 Feb 2026 Common Stock 17,555 $50.23 Direct F2, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Gerald C. Throop is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Each exchangeable share of Ceridian AcquisitionCo ULC, a wholly owned subsidiary of Issuer, was exchanged for one share of common stock of the Issuer ("Common Stock").
F2 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").
F3 Pursuant to the Merger Agreement, at the Effective Time, (i) each issued and outstanding share of 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.
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.
F5 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.
F6 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.

Remarks:

For Gerald Throop, pursuant to the Power of Attorney previously filed.