[Form 4] Dayforce, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Jeffrey Scott Jacobs, Head of Accounting & Financial Reporting at Dayforce, Inc. (DAY), reported a sale of 700 shares of common stock on 08/18/2025 at a price of $66.10 per share. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on November 27, 2024. After the reported sale the reporting person beneficially owned 49,754 shares, which the form discloses includes 184 and 139 ESPP shares purchased on March 31, 2025 and June 30, 2025, respectively, and 29,984 unvested restricted stock units. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Jacobs on 08/20/2025.

Positive

• Sale executed under a Rule 10b5-1 trading plan, indicating the transaction was pre-planned
• Filing discloses composition of holdings, including ESPP purchases and unvested restricted stock units for transparency

Negative

• Reporting person disposed of 700 shares, reducing their direct beneficial ownership
• 29,984 shares are unvested RSUs, meaning a large portion of the reported position is not immediately liquid

Insights

Financial Analyst

TL;DR: Insider sold a modest number of shares under a pre-established 10b5-1 plan; holdings still include substantial unvested RSUs.

The 700-share sale at $66.10 is a discrete, pre-planned transaction and does not, on its face, indicate opportunistic timing by management. The filing confirms continued ownership of 49,754 shares including 29,984 unvested RSUs, so a large portion of the reported position remains subject to vesting. This transaction alone provides limited new information about company performance or insider confidence; it primarily documents routine liquidity under an established trading policy.

Corporate Governance Expert

TL;DR: Use of a Rule 10b5-1 plan demonstrates compliance with insider trading controls; disclosure is complete regarding ESPP and RSU composition.

The report explicitly states the sale was executed under a 10b5-1 trading plan adopted on 11/27/2024, which supports an affirmative defense against allegations of trading on material nonpublic information if conditions are met. The Form 4 also itemizes ESPP purchases and the significant count of unvested restricted stock units, aiding transparency on the nature of the insider’s holdings. Based solely on the filing, this is a routine compliance disclosure rather than a governance exception.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Jacobs Jeffrey Scott

(Last) (First) (Middle)

C/O DAYFORCE, INC.

3311 EAST OLD SHAKOPEE ROAD

(Street)

MINNEAPOLIS MN 55425

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Dayforce, Inc. [ DAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Head of Acct & Fin Reporting

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/18/2025		S		700(1)	D	$66.1	49,754(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan, adopted by the Reporting Person on November 27, 2024.

2. Includes (i) 184 and 139 shares of common stock acquired pursuant to the Dayforce, Inc. Global Employee Stock Purchase Plan on March 31, 2025 and June 30, 2025, respectively, and (ii) 29,984 unvested restricted stock units.

Remarks:

For Jeffrey Jacobs, pursuant to the Power of Attorney previously filed.

	/s/ William E. McDonald, attorney-in-fact	08/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Dayforce (DAY) insider Jeffrey Jacobs report on Form 4?

The filing reports a sale of 700 shares on 08/18/2025 at $66.10 per share executed under a Rule 10b5-1 trading plan.

How many Dayforce shares does Jeffrey Jacobs beneficially own after the transaction?

The Form 4 reports 49,754 shares beneficially owned following the reported transaction.

Does the filing disclose any restricted or ESPP shares for Jeffrey Jacobs?

Yes. It includes 184 and 139 ESPP shares purchased on March 31, 2025 and June 30, 2025, respectively, and 29,984 unvested restricted stock units.

Was the sale an ad hoc trade or part of a plan?

The sale was effected pursuant to a Rule 10b5-1 trading plan adopted on November 27, 2024.

Who signed the Form 4 filing for Jeffrey Jacobs?

The Form 4 was signed by William E. McDonald, attorney-in-fact, on 08/20/2025.