[144] Dayforce, Inc. SEC Filing

Rhea-AI Filing Summary

Dayforce, Inc. Form 144 notice shows a proposed sale of 3,232 restricted common shares acquired on 06/09/2025 from the issuer, with an aggregate market value of $222,296.96 and an approximate sale date of 09/25/2025 on the NYSE through Morgan Stanley Smith Barney LLC. The filer discloses two prior sales by the same person in the past three months: 3,233 shares on 08/25/2025 for $222,915.35 and 4,659 shares on 07/25/2025 for $278,095.71. The securities were acquired as restricted stock and paid on the acquisition date. The filer affirms no undisclosed material adverse information.

Positive

• Regulatory compliance: The filing provides required Rule 144 disclosure including broker, acquisition date, and nature of acquisition
• Transparency: Prior sales in the past three months are disclosed, aiding investor monitoring of insider transactions

Negative

• Insider selling: Proposed sale of 3,232 shares and recent sales of 7,892 shares in prior months could be interpreted negatively by some investors
• Limited context: Filing lacks information on post-sale ownership, percentage ownership, or whether a trading plan governs the sales

Insights

Securities Analyst

TL;DR Routine insider notice for sale of restricted shares; not obviously material based on disclosed amounts.

The Form 144 documents a planned sale of 3,232 restricted common shares valued at $222,296.96 to be executed through Morgan Stanley on the NYSE. Two recent insider sales totaling 7,892 shares are also disclosed for July and August 2025. From an investor disclosure and compliance perspective this filing provides transparency required under Rule 144 and confirms the shares were acquired from the issuer as restricted stock on 06/09/2025. The filing does not include remaining beneficial ownership, percentage ownership, or context on whether these sales reflect ongoing liquidity needs or systematic disposition plans, so materiality to Dayforce's overall capitalization cannot be assessed from this notice alone.

Corporate Governance Expert

TL;DR Filing meets Rule 144 procedural disclosure; signals insider selling but lacks context to judge governance implications.

The notice fulfills statutory requirements by identifying the broker, class, acquisition date, nature of acquisition (restricted stock), and aggregate value for a proposed 09/25/2025 sale. Prior three-month sales are listed, which aids monitoring of officer/director transactions. The document includes the standard signer representation about no undisclosed material adverse information. Absent additional details—such as whether a 10b5-1 trading plan is in place, the filers post-sale ownership, or relationship to significant holders—this appears as routine disclosure rather than a governance red flag.

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	3232	222296.96	159692530	09/25/2025	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	06/09/2025	Restricted Stock	ISSUER			3232	06/09/2025	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
SAMER ALKHARRAT 3311 East Old Shakopee Road Minneapolis MN 55425	Common	08/25/2025	3233	222915.35
SAMER ALKHARRAT 3311 East Old Shakopee Road Minneapolis MN 55425	Common	07/25/2025	4659	278095.71

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 disclose about the proposed sale?

The notice discloses a proposed sale of 3,232 restricted common shares acquired on 06/09/2025, with an aggregate market value of $222,296.96, expected to sell on 09/25/2025 via Morgan Stanley on the NYSE.

Were there other recent insider sales disclosed in the Form 144 for DAY?

Yes. The filing lists two sales by the same person in the past three months: 3,233 shares on 08/25/2025 for $222,915.35 and 4,659 shares on 07/25/2025 for $278,095.71.

How were the securities originally acquired according to the filing?

The securities were acquired as restricted stock from the issuer on 06/09/2025, and payment is recorded as made on that date.

Which broker is handling the proposed sale in the Dayforce Form 144?

The broker named is Morgan Stanley Smith Barney LLC, Executive Financial Services, 1 New York Plaza, 8th Floor, New York, NY 10004.

Does the Form 144 state whether a 10b5-1 trading plan is being used?

No. The filing does not indicate a date of plan adoption or that the sale is being made pursuant to a Rule 10b5-1 trading plan.