X0508 4 2024-03-22 0001725057 Dayforce, Inc. DAY 0001775448 Armstrong Christopher R C/O DAYFORCE, INC. 3311 EAST OLD SHAKOPEE ROAD MINNEAPOLIS MN 55425 true EVP, Chief Operating Officer true Common Stock 2024-03-22 4 S 0 8096 68.88 D 151223 D Common Stock 2024-03-22 4 S 0 1804 70.18 D 149419 D Common Stock 2024-03-22 4 S 0 100 70.82 D 149319 D Common Stock 2024-03-22 4 M 0 50000 44.91 A 199319 D Common Stock 2024-03-22 4 S 0 40228 68.88 D 159091 D Common Stock 2024-03-22 4 S 0 7298 70 D 151793 D Common Stock 2024-03-22 4 S 0 2474 70.75 D 149319 D Option (right to buy) 44.91 2024-03-22 4 M 0 50000 0 A 2029-02-08 Common Stock 50000 0 D Option (right to buy) 44.91 2029-02-08 Common Stock 2301 2301 D Option (right to buy) 65.26 2030-05-08 Common Stock 107244 107244 D Performance Units 2033-02-28 Common Stock 8227 8227 D Performance Units 2033-02-28 Common Stock 18282 18282 D Performance Units 2032-02-24 Common Stock 5880 5880 D Performance Units 2034-03-01 Common Stock 4223 4223 D Performance Units 2034-03-01 Common Stock 36630 36630 D Performance Units 2034-03-01 Common Stock 3663 3663 D Performance Units 2034-03-01 Common Stock 10989 10989 D The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan, adopted by the Reporting Person on September 19, 2023. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.45 to $69.23 inclusive. The reporting person undertakes to provide Dayforce, Inc. (the "Company"), any security holder of the Company or the staff of the Securities and Exchange Commission (the "SEC") upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.75 to $70.735 inclusive. The reporting person undertakes to provide the Company, any security holder of the Company or the staff of the SEC upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.45 to $69.27 inclusive. The reporting person undertakes to provide the Company, any security holder of the Company or the staff of the SEC upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.681 to $70.67 inclusive. The reporting person undertakes to provide Company, any security holder of the Company or the staff of the SEC upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.69 to $70.82 inclusive. The reporting person undertakes to provide Company, any security holder of the Company or the staff of the SEC upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Includes (i) 87,348 shares of common stock of the Company ("Common Stock"); (ii) shares of Common Stock issuable pursuant to restricted stock units ("RSUs"), granted on February 24, 2022, of which 7,059 shares vest on February 24, 2025; (iii) shares of Common Stock issuable pursuant to RSUs, granted on February 28, 2023, of which 9,141 shares vest on each of February 28, 2025 and February 28, 2026; and (iv) shares of Common Stock issuable pursuant to RSUs, granted on March 1, 2024, of which 12,210 shares vest on each of March 1, 2025, March 1, 2026, and March 1, 2027. Fully vested and exercisable. Consists of 80,433 vested and exercisable options as of May 8, 2023 and 26,811 options that vest and become exercisable on May 8, 2024. Each performance stock unit ("PSU") represents a contingent right to receive shares of Common Stock based upon the degree to which the performance metric contained in the PSU award agreement ("PSU Agreement") is satisfied. The number of PSUs reported in Table II reflects achievement at the target level of performance under the PSU Agreement. Based on actual results during the period beginning January 1, 2023 and ending December 31, 2025, the aggregate number of shares of Common Stock issued may range from zero shares to 200% of the target number of shares reported in Table II. The PSUs will only vest if the achievement of the performance metric under the PSU Agreement is certified to have been met by the Compensation Committee or the Board of Directors of the Company, and then any such certified amount will vest on February 28, 2026. Each PSU represents a contingent right to receive shares of Common Stock based upon the degree to which one or more of the performance metrics contained in the PSU Agreement are satisfied annually over a three year period. The number of PSUs reported in Table II reflects achievement at the target level of performance under the PSU Agreement. Based on actual results during each of the preceding period beginning on January 1 and ending December 31, the aggregate number of shares of Common Stock issued may range from zero shares to 167% of the target number of shares reported in Table II. The PSUs will only vest if the achievement of one or more of the annual performance metrics under the PSU Agreement is certified to have been met by the Compensation Committee or the Board of Directors of the Company for the prior period, and then any such certified amount will vest on the anniversary of the date of grant. Given the Company's performance in 2022 and pursuant to the terms of the PSU Agreement, each PSU granted on February 24, 2022 will convert into 1 share of Common Stock upon vesting. The vesting of 5,880 PSUs occurs on February 24, 2025 Each PSU represents a contingent right to receive shares of Common Stock based upon the degree to which one or more of the performance metrics under the Company's 2024 Management Incentive Plan ("2024 MIP") are satisfied. The number of PSUs reported in Table II reflects achievement at the target level of performance under the 2024 MIP. Based on actual results during the fiscal year ended December 31, 2024, the aggregate number of shares of Common Stock issued may range from zero shares to 167% of the target number of shares reported in Table II. The PSUs will only vest upon the later of (i) the date the Compensation Committee or the Board of Directors of the Company certify that one or more of the performance metrics have been met under the 2024 MIP for the individual and (ii) the one-year anniversary of the date of grant. Each PSU represents a contingent right to receive shares of Common Stock based upon the degree to which one or more of the performance metrics contained in the PSU Agreement are satisfied annually over a three year period. The number of PSUs reported in Table II reflects achievement at the target level of performance under the PSU Agreement. Based on actual results during each of the preceding periods beginning on January 1 and ending December 31, the aggregate number of shares of Common Stock issued may range from zero shares to 167% of the target number of shares reported in Table II. The PSUs will only vest if the achievement of one or more of the annual performance metrics under the PSU Agreement is certified to have been met by the Compensation Committee or the Board of Directors of the Company for the prior period, and then any such certified amount will vest on the anniversary of the date of grant. Each PSU represents a contingent right to receive shares of Common Stock based upon the degree to which the performance metric contained in the PSU Agreement is satisfied. The number of PSUs reported in Table II reflects achievement at the target level of performance under the PSU Agreement. Based on actual results during the period beginning January 1, 2024 and ending December 31, 2026, the aggregate number of shares of Common Stock issued may range from zero shares to 200% of the target number of shares reported in Table II. The PSUs will only vest if the achievement of the performance metric under the PSU Agreement is certified to have been met by the Compensation Committee or the Board of Directors of the Company, and then any such certified amount will vest on March 1, 2027. Each PSU represents a contingent right to receive shares of Common Stock based upon the degree to which the performance metric contained in the PSU Agreement is satisfied. The number of PSUs reported in Table II reflects achievement at the target level of performance under the PSU Agreement. Based on actual results during the fiscal year ended December 31, 2024, the aggregate number of shares of Common Stock issued may range from zero shares to 110% of the target number of shares reported in Table II. The PSUs will only vest upon the later of (i) the date the Compensation Committee or the Board of Directors of the Company certify that the performance metric has been met under the PSU Agreement and (ii) the one-year anniversary of the date of grant. For Christopher Armstrong, pursuant to the Power of Attorney previously filed. /s/ William E. McDonald, attorney-in-fact 2024-03-26