[144] Dayforce, Inc. SEC Filing

Rhea-AI Filing Summary

Form 144 notice for Dayforce, Inc. (DAY): This filing notifies a proposed sale of 3,000 common shares through Morgan Stanley Smith Barney on 08/18/2025 with an aggregate market value of $202,500. The shares were acquired on 08/18/2025 by stock option exercise and paid in cash the same date. The issuer has 159,692,530 shares outstanding, indicating the block is a very small fraction of total equity. The filer also reported two prior sales by the same person on 07/15/2025 totaling 2,059 shares for gross proceeds of $113,265.59. The notice includes the standard insider representation regarding absence of undisclosed material information.

Positive

• Transparent compliance: Form 144 filed and broker identified, showing adherence to disclosure rules
• Payment in cash following option exercise: Indicates standard insider liquidity rather than complex consideration
• Small relative size: 3,000 shares represent a very small fraction of 159,692,530 shares outstanding

Negative

• Insider selling activity: Multiple recent sales (2,059 shares on 07/15/2025 and planned 3,000 shares) could raise investor questions about insider sentiment
• No explanatory remarks provided: Filing contains no context explaining the reason for sales or any trading plan adoption date

Insights

Securities Analyst

TL;DR: Insider exercised options and intends to sell a small number of shares; transaction size is immaterial to capitalization but notable as insider liquidity.

The filing shows a 3,000-share sale planned at an aggregate value of $202,500, following prior sales totaling 2,059 shares in July. Compared with the reported 159.7 million shares outstanding, the proposed sale represents roughly 0.0019% of outstanding equity, so it is immaterial to market capitalization. The shares were acquired by option exercise and paid in cash, which is a common insider liquidity event that increases free float without implying corporate action.

Corporate Governance Expert

TL;DR: Filing is a routine compliance disclosure of insider selling under Rule 144 after option exercise.

The document is a standard Rule 144 notice: sale through a broker, the seller affirms no undisclosed material information, and the transaction follows option exercise on the same date. Multiple recent disposals by the same individual were disclosed, which is transparent governance practice but may prompt stakeholders to seek context on insider intent. There is no indication of material corporate developments in the filing itself.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	3000	202500.00	159692530	08/18/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	08/18/2025	Stock Option Exercise	Issuer			3000	08/18/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
WILLIAM E MCDONALD 3311 East Old Shakopee Road Minneapolis MN 55425	Common	07/15/2025	1259	69257.59
WILLIAM E MCDONALD 3311 East Old Shakopee Road Minneapolis MN 55425	Common	07/15/2025	800	44008.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does Dayforce (DAY) Form 144 report about the sale?

The notice reports a proposed sale of 3,000 common shares via Morgan Stanley on 08/18/2025 with aggregate market value $202,500.

How were the 3,000 shares acquired according to the filing?

The filing states the shares were acquired on 08/18/2025 through a stock option exercise and paid for in cash.

Has the seller made other sales recently for Dayforce (DAY)?

Yes, the filing lists two sales by WILLIAM E MCDONALD on 07/15/2025 totaling 2,059 shares for gross proceeds of $113,265.59.

What percentage of Dayforce's outstanding shares does the proposed sale represent?

Based on 159,692,530 shares outstanding, the planned 3,000-share sale is approximately 0.0019% of outstanding shares.

Who is the broker handling the proposed sale?

The broker named in the filing is Morgan Stanley Smith Barney LLC Executive Financial Services located at 1 New York Plaza, New York, NY.