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  4. [Form 4] Dayforce, Inc. Insider Trading Activity

Dayforce insider sale: 2,000 shares sold under 10b5-1 plan

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Dayforce, Inc. (DAY) insider transaction: Stephen H. Holdridge, President and COO, sold 2,000 shares of the company's common stock on 09/15/2025 at $68.95 per share under a Rule 10b5-1 trading plan adopted March 4, 2025. After the sale he beneficially owns 186,811 shares, which the filing notes include 126,544 unvested restricted stock units. The sale was executed pursuant to a pre-established trading plan and reported on Form 4 by an attorney-in-fact on 09/17/2025.

Positive

  • Transaction executed under a Rule 10b5-1 plan, indicating the sale was pre-arranged (adopted March 4, 2025).
  • Filing shows compliance with disclosure procedures, reported by attorney-in-fact and signed on 09/17/2025.

Negative

  • Insider sold 2,000 shares at $68.95 on 09/15/2025.
  • A large portion of reported holdings (126,544 shares) are unvested restricted stock units, limiting immediate liquidity of the reported beneficial ownership.

Insights

TL;DR: Officer sold a small number of shares under a pre-set 10b5-1 plan; overall reported beneficial ownership remains substantial.

The reported 2,000-share sale at $68.95 was effected under a Rule 10b5-1 plan, indicating the transaction was pre-arranged rather than opportunistic. Post-transaction beneficial ownership of 186,811 shares includes 126,544 unvested restricted stock units, so a large portion is not yet transferable. For investors, the key factual points are the use of a 10b5-1 plan and the split between vested and unvested holdings; neither item alone provides evidence of a change in company fundamentals.

TL;DR: Governance practice followed: sale routed through attorney-in-fact and disclosed promptly on Form 4.

The filing shows compliance with disclosure rules and the use of an accepted insider trading defense (Rule 10b5-1), adopted March 4, 2025. The signature by an attorney-in-fact and the remarks section document proper execution and disclosure. The presence of substantial unvested RSUs in the reported beneficial ownership highlights ongoing executive compensation linkages to company performance.

Insider Holdridge Stephen H.
Role President, COO
Sold 2,000 shs ($138K)
Type Security Shares Price Value
Sale Common Stock 2,000 $68.95 $138K
Holdings After Transaction: Common Stock — 186,811 shares (Direct)
Footnotes (1)
  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. Includes 126,544 unvested restricted stock units.
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
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)
09/15/2025
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 09/15/2025 S 2,000(1) D $68.95 186,811(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 09/17/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Stephen H. Holdridge report on Form 4 for DAY?

He reported a sale of 2,000 common shares on 09/15/2025 at $68.95 per share, executed under a Rule 10b5-1 trading plan.

How many DAY shares does Holdridge beneficially own after the sale?

The filing states he beneficially owns 186,811 shares following the reported transaction.

Does the Form 4 disclose unvested equity for Holdridge?

Yes, the filing explicitly notes that the beneficial ownership figure includes 126,544 unvested restricted stock units.

When was the 10b5-1 trading plan adopted?

The remarks state the Rule 10b5-1 trading plan was adopted on March 4, 2025.

Who signed the Form 4 disclosure?

The Form 4 was signed by William E. McDonald, attorney-in-fact on behalf of Steve Holdridge on 09/17/2025.