[144] Dayforce, Inc. SEC Filing

Rhea-AI Filing Summary

Dayforce, Inc. insider filing on Form 144 shows a proposed sale of 2,000 restricted common shares through Morgan Stanley Smith Barney with an aggregate market value of $137,900, scheduled approximately for 09/15/2025 on the NYSE. The filer acquired the shares as restricted stock on 02/24/2023 and indicates payment was completed on that date. The filing also discloses two recent sales by the same person of 2,000 shares on 08/15/2025 (gross proceeds $107,220) and 07/15/2025 (gross proceeds $110,020), implying ongoing disposition of small blocks of shares. The signer certifies no undisclosed material adverse information and references Rule 10b5-1 language but does not state a plan adoption date in the visible content.

Positive

• Required disclosure provided: Form 144 lists broker, share count, market value, acquisition date and recent past sales, supporting market transparency
• Sales are modest in size: 2,000-share blocks (aggregate value ~$137,900) are small relative to typical market caps and unlikely to materially affect share price

Negative

• No 10b5-1 plan date shown: the filing does not state a trading-plan adoption date in the visible content, leaving uncertainty whether trades are preplanned
• Multiple recent dispositions: three small sales in consecutive months could prompt investor questions about insider liquidity or timing

Insights

Securities Analyst

TL;DR: Insider is selling small, regular blocks of shares; transaction size is immaterial to market capitalization but relevant for insider liquidity.

The filing documents a proposed sale of 2,000 restricted shares valued at $137,900 and recent monthly sales of similar size. For a typical publicly traded issuer, these are modest transactions that are unlikely to move the share price or signal major corporate change. The disclosure is procedurally important for market transparency and could reflect routine liquidity needs or scheduled disposals. The absence of a stated 10b5-1 plan date in the visible fields leaves unclear whether the trades are preplanned.

Corporate Governance Expert

TL;DR: Compliance looks standard; filings include required certifications but lack explicit 10b5-1 plan date in provided text.

The Form 144 provides required seller, acquisition and broker details and repeats the certification that no material nonpublic information is known. Governance-wise, timely Form 144 filings maintain regulatory compliance and investor transparency. However, the content does not show the date of any Rule 10b5-1 trading plan, which would clarify whether these sales are prearranged and reduce concerns about opportunistic insider trading.

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	2000	137900.00	159692530	09/15/2025	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	02/24/2023	Restricted Stock	Issuer			2000	02/24/2023	Not Applicable

* 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
STEPHEN H HOLDRIDGE 3311 East Old Shakopee Road Minneapolis MN 55425	Common	08/15/2025	2000	107220.00
STEPHEN H HOLDRIDGE 3311 East Old Shakopee Road Minneapolis MN 55425	Common	07/15/2025	2000	110020.00

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 filed here disclose?

The filing proposes sale of 2,000 restricted common shares valued at $137,900, to be sold via Morgan Stanley on 09/15/2025, and notes two prior sales of 2,000 shares on 07/15/2025 and 08/15/2025.

Who is the broker handling the proposed sale in this Form 144?

The broker listed is Morgan Stanley Smith Barney LLC Executive Financial Services, 1 New York Plaza, New York, NY.

When were the securities originally acquired by the filer?

The securities were acquired as restricted stock on 02/24/2023 and payment was recorded as completed on that date.

Do these sales indicate wrongdoing or material undisclosed information?

The filer signs a representation stating they do not know of any material adverse nonpublic information; the filing itself does not allege any wrongdoing.

Are the disclosed sales material to Dayforce's valuation?

No. Each disclosed sale is small (2,000 shares, ~$110k–$138k), which is typically immaterial to a public company's market capitalization.