SEC FORM 4

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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

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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^*

Ossip David D

(Last)

(First)

(Middle)

C/O DAYFORCE, INC.

3311 EAST OLD SHAKOPEE ROAD

(Street)

MINNEAPOLIS

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
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/03/2026		M⁽¹⁾		8,328⁽¹⁾	A	⁽¹⁾	1,106,002	D
Common Stock	02/03/2026		M⁽¹⁾		1,860,902⁽¹⁾	A	⁽¹⁾	1,860,902	I	See Footnote⁽²⁾
Common Stock	02/04/2026		D⁽³⁾		891,761	D	$70⁽⁴⁾	0	D
Common Stock	02/04/2026		D⁽³⁾		214,241⁽⁵⁾	D	⁽⁵⁾	0	D
Common Stock	02/04/2026		D⁽³⁾		1,860,902	D	$70⁽⁴⁾	0	I	See Footnote⁽²⁾
Common Stock	02/04/2026		D⁽³⁾		229,085	D	$70⁽⁴⁾	0	I	See Footnote⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Exchangeable Shares	⁽¹⁾	02/03/2026		M			8,328	⁽¹⁾	⁽¹⁾	Common Stock	8,328	⁽¹⁾	0	D
Exchangeable Shares	⁽¹⁾	02/03/2026		M			1,860,902	⁽¹⁾	⁽¹⁾	Common Stock	1,860,902	⁽¹⁾	0	I	See Footnote⁽²⁾
Options (Right to Purchase)	$80.95	02/04/2026		D⁽³⁾			226,931	⁽⁷⁾	03/08/2031	Common Stock	226,931	⁽⁷⁾	0	D
Options (Right to Purchase)	$65.26	02/04/2026		D⁽³⁾			321,734	⁽⁸⁾	05/08/2030	Common Stock	321,734	⁽⁸⁾	0	D
Options (Right to Purchase)	$65.26	02/04/2026		D⁽³⁾			750,000	⁽⁸⁾	05/08/2030	Common Stock	750,000	⁽⁸⁾	0	D
Options (Right to Purchase)	$49.93	02/04/2026		D⁽³⁾			1,750,000	⁽⁸⁾	03/20/2029	Common Stock	1,750,000	⁽⁸⁾	0	D
Options (Right to Purchase)	$44.91	02/04/2026		D⁽³⁾			10,390	⁽⁸⁾	02/08/2029	Common Stock	10,390	⁽⁸⁾	0	D
Performance Units	⁽⁹⁾	02/04/2026		D⁽³⁾			22,853	⁽⁹⁾	⁽⁹⁾	Common Stock	22,853	⁽⁹⁾	0	D
Performance Units	⁽⁹⁾	02/04/2026		D⁽³⁾			27,423	⁽⁹⁾	⁽⁹⁾	Common Stock	27,423	⁽⁹⁾	0	D
Performance Units	⁽⁹⁾	02/04/2026		D⁽³⁾			68,376	⁽⁹⁾	⁽⁹⁾	Common Stock	68,376	⁽⁹⁾	0	D
Performance Units	⁽⁹⁾	02/04/2026		D⁽³⁾			29,304	⁽⁹⁾	⁽⁹⁾	Common Stock	29,304	⁽⁹⁾	0	D
Performance Units	⁽⁹⁾	02/04/2026		D⁽³⁾			123,012	⁽⁹⁾	⁽⁹⁾	Common Stock	123,012	⁽⁹⁾	0	D
Performance Units	⁽⁹⁾	02/04/2026		D⁽³⁾			33,548	⁽⁹⁾	⁽⁹⁾	Common Stock	33,548	⁽⁹⁾	0	D

Explanation of Responses:

1. Each exchangeable share of Ceridian AcquisitionCo ULC, a wholly owned subsidiary of Issuer, was exchanged for one share of common stock of the Issuer ("Common Stock").

2. Indirectly owned through 2769139 Alberta Inc. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest.

3. 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 merge, the "Effective Time").

4. Pursuant to the Merger Agreement, at the Effective Time, (i) each issued and outstanding share of Common Stock 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"), (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, and (iii) each previously certified and vested but unsettled performance stock unit ("PSU") 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 PSU at the level of performance previously certified as of immediate prior to the Effective Time.

5. Pursuant to the Merger Agreement, at the Effective Time, each outstanding RSU that was unvested immediately prior to the Effective Time was canceled and replaced with the right to receive the number of shares of non-voting preferred stock, equal to the number of shares of Common Stock subject to the unvested RSUs, in a direct or indirect sole equityholder of Parent with a fixed value per share equal to the Merger Consideration (the "Preferred Stock" and the right, the "RSU Replacement Right"). Each RSU Replacement Right will be subject, with certain exceptions, to the same vesting terms and conditions as applied to the replaced unvested RSU.

6. Indirectly owned through OsFund Inc. The Reporting Person disclaims beneficial ownership except to the extent of the Reporting Person's pecuniary interest.

7. Pursuant to the Merger Agreement, each vested stock option with a per share price that was equal to or greater than the Merger Consideration, as of the Effective Time, was canceled for no consideration.

8. Pursuant to the Merger Agreement, each vested stock option was converted into the right to receive an amount in cash equal to the number of shares of Common Stock subject to vested stock options multiplied by the excess, if any, of the Merger Consideration over the share exercise price of such vested stock option.

9. Pursuant to the Merger Agreement, at the Effective Time, each outstanding performance stock unit ("PSU") that was unvested immediately prior to the Effective Time was canceled and replaced with the right to receive the number of shares of Preferred Stock that is equal to the number of shares of Common Stock subject to the unvested PSUs as of immediately prior to the Effective Time (with such number of shares determined assuming achievement of all applicable performance metrics at 100% of target performance levels) (the "PSU Replacement Right"). Each PSU Replacement Right will be subject, with certain exceptions, to the same vesting terms and conditions as applied to the replaced unvested PSU.

Remarks:

For David Ossip, 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.
* 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).
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