Stephen H. Holdridge - 04 Feb 2026 Form 4 Insider Report for Dayforce, Inc. (DAY)

Role
President, COO
Signature
/s/ William E. McDonald, attorney-in-fact
Issuer symbol
DAY
Transactions as of
04 Feb 2026
Net transactions value
-$4,139,170
Form type
4
Filing time
04 Feb 2026, 12:40:19 UTC
Previous filing
02 Dec 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Holdridge Stephen H. President, COO C/O DAYFORCE, INC., 3311 EAST OLD SHAKOPEE ROAD, MINNEAPOLIS /s/ William E. McDonald, attorney-in-fact 04 Feb 2026 0001722522

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DAY Common Stock Disposed to Issuer $4,139,170 -59,131 -100% $70.00 0 04 Feb 2026 Direct F1, F2
transaction DAY Common Stock Disposed to Issuer -117,683 -100% 0 04 Feb 2026 Direct F1, F3

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 Options (Right to Purchase) Disposed to Issuer -65,547 -100% 0 04 Feb 2026 Common Stock 65,547 $70.73 Direct F1, F4
transaction DAY Performance Units Disposed to Issuer -9,141 -100% 0 04 Feb 2026 Common Stock 9,141 Direct F1, F5
transaction DAY Performance Units Disposed to Issuer -8,227 -100% 0 04 Feb 2026 Common Stock 8,227 Direct F1, F5
transaction DAY Performance Units Disposed to Issuer -24,420 -100% 0 04 Feb 2026 Common Stock 24,420 Direct F1, F5
transaction DAY Performance Units Disposed to Issuer -3,663 -100% 0 04 Feb 2026 Common Stock 3,663 Direct F1, F5
transaction DAY Performance Units Disposed to Issuer -66,398 -100% 0 04 Feb 2026 Common Stock 66,398 Direct F1, F5
transaction DAY Performance Units Disposed to Issuer -6,989 -100% 0 04 Feb 2026 Common Stock 6,989 Direct F1, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Stephen H. Holdridge is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

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, 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.

Remarks:

For Stephen Holdridge, pursuant to the Power of Attorney previously filed.