Dayforce (DAY) director’s reported shares cashed out at $70 in merger

Rhea-AI Filing Summary

Dayforce director Ganesh Rao reported the disposition of his reported holdings of Dayforce, Inc. common stock in connection with the company’s cash merger. On February 4, 2026, a total of 22,355 and 4,043 common shares were canceled for cash at $70.00 per share, and 2,688 shares underlying restricted stock units were also canceled for cash under the merger terms. The filing notes these shares were held for the benefit of funds affiliated with Thomas H. Lee Partners, and that all Dayforce equity was converted into the right to receive cash when Dayforce became a wholly owned subsidiary of Dayforce Bidco, LLC.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Rao Gnaneshwar B.

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	22,355	$70.00	$1.56M
Disposition	Common Stock	4,043	$70.00	$283K
Disposition	Common Stock	2,688	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (1)

1. 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"). 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. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

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

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X

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

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^*

Rao Gnaneshwar B.

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

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	02/04/2026		D(1)		22,355	D	$70(2)	0	D
Common Stock	02/04/2026		D(1)		4,043(3)	D	$70(2)	0	D
Common Stock	02/04/2026		D(1)		2,688(4)	D	(4)	0	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 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").

2. 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.

3. 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.

4. 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.

Remarks:

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

	/s/ William E. McDonald, attorney-in-fact	02/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Dayforce (DAY) report for Ganesh Rao?

Dayforce director Ganesh Rao reported the disposition of common stock tied to a cash merger. Shares and restricted stock units were canceled and converted into cash rights when Dayforce became a wholly owned subsidiary of Dayforce Bidco, LLC at the merger’s effective time.

How many Dayforce (DAY) shares were disposed of in Ganesh Rao’s Form 4?

The Form 4 reports dispositions of 22,355 common shares, 4,043 common shares, and 2,688 shares underlying restricted stock units. All were canceled at the merger effective time and converted into the right to receive cash consideration under the merger agreement’s terms.

What price per share did Dayforce (DAY) stockholders receive in the merger?

Each issued and outstanding Dayforce common share was canceled and converted into the right to receive $70.00 in cash per share. This cash amount, defined as the merger consideration, also applied in calculating cash payouts for vested and unvested restricted stock units at the effective time.

Were Ganesh Rao’s Dayforce (DAY) shares held personally or for investment funds?

The filing explains the shares were held for the benefit of certain funds affiliated with Thomas H. Lee Partners. These funds, referred to as the THL Funds, held the economic interest, while Rao is identified as a Managing Director of Thomas H. Lee Partners in the disclosure.

How were Dayforce (DAY) restricted stock units treated in the merger?

Vested but unsettled restricted stock units were canceled and converted into cash equal to $70.00 times the underlying share count. Unvested restricted stock units fully vested at the effective time and were likewise converted into a cash right based on the same merger consideration formula.

What corporate transaction triggered this Dayforce (DAY) insider filing?

The filing was triggered by the closing of a merger under an August 20, 2025 agreement. Dawn Acquisition Merger Sub, Inc. merged into Dayforce, Inc., and Dayforce continued as a wholly owned subsidiary of Dayforce Bidco, LLC, resulting in all equity converting into cash rights.