Sec Form 4 Filing - Jacobs Jeffrey Scott @ Dayforce, Inc. - 2024-02-05

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Jacobs Jeffrey Scott 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) Head of Acct & Fin Reporting (Last) (First) (Middle) C/O DAYFORCE, INC., 3311 EAST OLD SHAKOPEE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/05/2024 (Street) MINNEAPOLIS, MN55425 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/05/2024 M 713 A 20,004 ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Performance Units ( 1 ) 02/05/2024 M 713 ( 1 ) 02/28/2033 Common Stock 713 $ 0 0 D Option (right to buy) $ 17.58 ( 3 ) 12/08/2025 Common Stock 500 500 D Option (right to buy) $ 16.82 ( 3 ) 12/31/2026 Common Stock 1,125 1,125 D Option (right to buy) $ 19.04 ( 3 ) 12/20/2027 Common Stock 5,000 5,000 D Option (right to buy) $ 22 ( 3 ) 04/25/2028 Common Stock 32,610 32,610 D Option (right to buy) $ 44.91 ( 3 ) 02/08/2029 Common Stock 712 712 D Option (right to buy) $ 49.93 ( 3 ) 03/20/2029 Common Stock 8,396 8,396 D Option (right to buy) $ 65.26 ( 4 ) 05/08/2030 Common Stock 14,299 14,299 D Performance Units ( 5 ) ( 5 ) 03/08/2031 Common Stock 824 824 D Performance Units ( 6 ) ( 6 ) 02/24/2032 Common Stock 2,352 2,352 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jacobs Jeffrey Scott C/O DAYFORCE, INC. 3311 EAST OLD SHAKOPEE ROAD MINNEAPOLIS, MN55425 Head of Acct & Fin Reporting Signatures /s/ William E. McDonald, attorney-in-fact 02/07/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 28, 2023, the Reporting Person was granted performance stock units ("PSUs") subject to the Company's 2023 Management Incentive Plan, the vesting of which was subject to both performance-based and service-based criteria. The number of shares reported represents the number of PSUs that were earned as a result of the achievement of such performance criteria. Such earned PSUs will vest as to service on February 28, 2024, subject to the Reporting Person remaining in continuous Service (as defined in the Company's 2018 Equity Incentive Plan) of the Company as of such date. ( 2 )Includes (i) 7,416 shares of common stock of the Company ("Common Stock"), which includes 126 shares acquired under the Dayforce, Inc. Global Employee Stock Purchase Plan ("GESPP") on June 30, 2023 and 136 shares acquired under the GESPP on September 30, 2023, (ii) shares of Common Stock that are issuable pursuant to restricted stock units ("RSUs"), granted on March 8, 2021, of which 824 shares vest on March 8, 2024; (iii) shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, of which 1,412 shares vest on each of February 24, 2024 and February 24, 2025; (iv) shares of Common Stock issuable pursuant to RSUs, granted on February 28, 2023, of which 2,742 shares vest on each of February 28, 2024 and February 28, 2025, and 2,743 shares vest on February 28, 2026; and (v) shares of Common Stock issuable pursuant to PSUs, granted on February 28, 2023, of which 713 shares vest on February 28, 2024. ( 3 )Fully vested and exercisable. ( 4 )Consists of 10,724 vested and exercisable options as of May 8, 2023, and 3,575 options that vest and become exercisable on May 8, 2024. ( 5 )Given the Company's performance in 2021 and pursuant to the terms of the PSU award agreement, each PSU granted on March 8, 2021 will convert into 1 share of Common Stock upon vesting. The vesting of 824 PSUs occurs on March 8, 2024. ( 6 )Given the Company's performance in 2022 and pursuant to the terms of the PSU award agreement, each PSU granted on February 24, 2022 will convert into 1 share of Common Stock upon vesting. The vesting of 1,176 PSUs occurs on each of February 24, 2024 and February 24, 2025.

Remarks: Exhibit List24. Power of Attorney

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