Gnaneshwar B. Rao - 04 Feb 2026 Form 4 Insider Report for Dayforce, Inc. (DAY)

Reporting relationship: Director
Issuer ticker: DAY
Reported as of: 04 Feb 2026
Net transaction value: -$1,847,860
SEC form: 4
Accepted by SEC: 04 Feb 2026, 12:27:03 UTC
Prior SEC filing: 31 Dec 2025
Source filing: View source filing
Reporting owner signature: /s/ William E. McDonald, attorney-in-fact

Key filing fact

Gnaneshwar B. Rao filed Form 4 for Dayforce, Inc. (DAY) on 04 Feb 2026.

Key facts

This page summarizes Gnaneshwar B. Rao's Form 4 filing for Dayforce, Inc. (DAY).
3 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 04 Feb 2026, 12:27.

Change

Previous filing in this sequence was filed on 31 Dec 2025.
Current net transaction value: -$1,847,860.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001450650 Primary reporting owner

Rao Gnaneshwar B.

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

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

DAY transaction

Common Stock

Disposed to Issuer

Transaction value: $1,564,850
Shares: -22,355
Change %: -100%
Price: $70.00
Shares after: 0
Date: 04 Feb 2026
Ownership: Direct
Footnotes: F1, F2

DAY transaction

Common Stock

Disposed to Issuer

Transaction value: $283,010
Shares: -4,043
Change %: -100%
Price: $70.00
Shares after: 0
Date: 04 Feb 2026
Ownership: Direct
Footnotes: F1, F2, F3

DAY transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -2,688
Change %: -100%
Price
Shares after: 0
Date: 04 Feb 2026
Ownership: Direct
Footnotes: F1, F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Gnaneshwar B. Rao is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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").

Footnote 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.

Footnote 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.

Footnote 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.

SEC remarks

For Ganesh Rao, pursuant to the Power of Attorney previously filed.