[Form 4] Dayforce, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Steve Holdridge, President and COO of Dayforce, Inc. (DAY), reported an insider sale. On 08/15/2025 he disposed of 2,000 shares of Dayforce common stock at $53.61 per share under a Rule 10b5-1 trading plan adopted March 4, 2025. After the sale he beneficially owned 188,811 shares, which the filing states include 126,544 unvested restricted stock units. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Holdridge.

Positive

• Transaction executed under a Rule 10b5-1 trading plan, indicating pre-arranged compliance with insider trading rules
• Clear disclosure of unvested restricted stock units (126,544), improving transparency about executive compensation vesting

Negative

• Insider sale of 2,000 shares may be viewed by some investors as a reduction in insider shareholding (though small relative to total holdings)

Insights

Financial Analyst

TL;DR: A routine, pre-arranged insider sale; ownership remains substantial with large unvested RSU component.

The reported sale of 2,000 shares at $53.61 was executed under a Rule 10b5-1 plan, which indicates the transaction was pre-scheduled and not opportunistic. The filing shows total beneficial ownership of 188,811 shares, including 126,544 unvested restricted stock units, signaling that a majority of reported holdings are subject to vesting. For investors, this is a compliance-focused disclosure rather than evidence of a change in executive conviction.

Corporate Governance Expert

TL;DR: Proper use of a 10b5-1 plan and attorney-in-fact signature demonstrates governance and compliance practices.

The Form 4 discloses that the sale was made pursuant to a 10b5-1 trading plan adopted March 4, 2025, and the filing was executed by an attorney-in-fact, consistent with delegated signature procedures. The disclosure of a large number of unvested RSUs is relevant to assessing executive alignment with shareholder interests. This disclosure meets Section 16 reporting requirements and provides transparency on insider activity.

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^*

Holdridge Stephen H.

(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)
	President, COO

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		S		2,000(1)	D	$53.61	188,811(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 March 4, 2025.

2. Includes 126,544 unvested restricted stock units.

Remarks:

For Steve Holdridge, pursuant to the Power of Attorney previously filed.

	/s/ William E. McDonald, attorney-in-fact	08/19/2025
	** 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 insider transaction did Steve Holdridge (DAY) report on Form 4?

He reported a sale of 2,000 shares of Dayforce common stock on 08/15/2025 at a price of $53.61 per share.

Was the sale by Steve Holdridge part of a pre-arranged plan?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on March 4, 2025.

How many Dayforce shares does Steve Holdridge beneficially own after the transaction?

The Form 4 reports beneficial ownership of 188,811 shares following the reported transaction.

How many of Holdridge's shares are unvested restricted stock units?

The filing discloses 126,544 unvested restricted stock units included in the reported beneficial ownership.

Who signed the Form 4 filing for Steve Holdridge?

The Form 4 bears a signature by William E. McDonald, attorney-in-fact dated 08/19/2025.