[Form 4] Dayforce, Inc. Insider Trading Activity

Rhea-AI Filing Summary

William E. McDonald, EVP, CLO & Secretary of Dayforce, Inc. (DAY), reported option exercise and a contemporaneous sale on 08/18/2025. He exercised 3,000 fully vested options with a $22 exercise price, receiving 3,000 common shares. The same day, 3,000 common shares were sold at $67.50 per share under a Rule 10b5-1 trading plan adopted on August 15, 2024. After these transactions McDonald beneficially owned 103,684 shares, which includes 48,927 unvested restricted stock units. The Form 4 is signed and dated 08/20/2025.

Positive

• Sale executed under a Rule 10b5-1 plan, indicating the transactions followed a pre-established trading plan
• Options exercised were fully vested and exercisable, as explicitly stated in the filing

Negative

• Beneficial ownership decreased from 106,684 to 103,684 shares following the transactions
• 3,000 shares were sold, representing a disposition of insider-held equity

Insights

Securities Analyst

TL;DR: Insider exercised fully vested options and sold the same number of shares under a pre-established 10b5-1 plan, leaving net holdings reduced.

The reporting person exercised 3,000 options at a $22 strike and sold 3,000 shares at $67.50 on 08/18/2025. The sale was executed pursuant to a Rule 10b5-1 plan adopted 08/15/2024, which provides an affirmative defense for trading timing. Beneficial ownership declined from 106,684 to 103,684 shares following the transactions. These are routine insider liquidity transactions that do not by themselves indicate a change in corporate outlook; documentation shows options were fully vested and the sales were plan-driven.

Corporate Governance Expert

TL;DR: Transactions were executed under a documented 10b5-1 plan and involved exercise of vested options, consistent with standard insider procedures.

The Form 4 discloses that the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on 08/15/2024, and that the exercised options were fully vested and exercisable. The filing identifies the reporting person as an officer and director-level executive. The filing includes a clear breakdown of pre- and post-transaction beneficial ownership and notes 48,927 unvested restricted stock units included in the total. From a governance perspective, the presence of a 10b5-1 plan and the filing’s disclosures align with compliance best practices for insider trading documentation.

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^*

McDonald William Everett

(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)
	EVP, CLO, & Secretary

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		M		3,000(1)	A	$22	106,684	D
Common Stock	08/18/2025		S		3,000(1)	D	$67.5	103,684(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
Options (Right to Purchase)	$22	08/18/2025		M			3,000(1)	(3)	04/25/2028	Common Stock	3,000	$0	30,424	D

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 August 15, 2024.

2. Includes 48,927 unvested restricted stock units.

3. The shares subject to the option are fully vested and exercisable.

Remarks:

	/s/ William E. McDonald	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 transactions did William E. McDonald report on Form 4 for DAY?

The Form 4 reports that McDonald exercised 3,000 options at a $22 exercise price and sold 3,000 common shares at $67.50 on 08/18/2025.

Were the sales made under a pre-established trading plan?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on August 15, 2024.

How many shares does McDonald beneficially own after the transactions?

After the reported transactions McDonald beneficially owns 103,684 shares, which includes 48,927 unvested restricted stock units.

Are the optioned shares fully vested?

Yes. The Form 4 states that the shares subject to the option are fully vested and exercisable.

What are the dates of the transactions and filing signature?

The transactions occurred on 08/18/2025, and the Form 4 is signed by William E. McDonald on 08/20/2025.