Sec Form 4 Filing - Korngiebel Joseph B @ Dayforce, Inc. - 2024-02-28

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 Korngiebel Joseph B 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, CPTO (Last) (First) (Middle) C/O DAYFORCE, INC., 3311 EAST OLD SHAKOPEE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2024 (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 02/28/2024 F 4,633 ( 1 ) D $ 71.05 119,439 D Common Stock 02/28/2024 F 1,201 ( 2 ) D $ 71.05 118,238 D Common Stock 02/28/2024 F 3,765 ( 3 ) D $ 71.05 114,473 ( 4 ) 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 ( 5 ) ( 5 ) 03/08/2031 Common Stock 6,177 6,177 D Performance Units ( 6 ) ( 6 ) 02/28/2033 Common Stock 8,227 8,227 D Performance Units ( 7 ) ( 7 ) 02/28/2033 Common Stock 18,282 18,282 D Performance Units ( 8 ) ( 8 ) 02/24/2032 Common Stock 5,880 5,880 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Korngiebel Joseph B C/O DAYFORCE, INC. 3311 EAST OLD SHAKOPEE ROAD MINNEAPOLIS, MN55425 EVP, CPTO Signatures /s/ William E. McDonald, attorney-in-fact 03/01/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the vesting of 9,141 shares of common stock of the Issuer ("Common Stock") on February 28, 2024, subject to a restricted stock unit ("RSU") award granted on February 28, 2023, 4,633 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the RSU award agreement and 4,508 shares of Common Stock were issued to the reporting person. ( 2 )In connection with the vesting of 2,369 shares of Common Stock on February 28, 2024, subject to a performance stock unit ("PSU") award granted on February 28, 2023, 1,201 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the PSU award agreement and 1,168 shares of Common Stock were issued to the reporting person. ( 3 )In connection with the vesting of 7,428 shares of Common Stock on February 28, 2024, subject to a PSU award granted on February 28, 2023, 3,765 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the PSU award agreement and 3,663 shares of Common Stock were issued to the reporting person. ( 4 )Includes (i) 82,955 shares of Common Stock; (ii) shares of Common Stock issuable pursuant to RSUs, granted on March 8, 2021, of which 6,177 shares vest on March 8, 2024; (iii) shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, of which 7,059 shares vest on February 24, 2025; and (iv) 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. ( 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 6,177 PSUs occurs on March 8, 2024. ( 6 )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 award agreement is satisfied. The number of PSUs reported in columns 7 and 9 of Table II reflects achievement at the target level of performance under the PSU award 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 columns 7 and 9 of Table II. The PSUs will only vest if the achievement of the performance metric under the PSU award 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. ( 7 )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 award agreement are satisfied annually over a three year period. The number of PSUs reported in column 9 of Table II reflects achievement at the target level of performance under the PSU award 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 column 9 of Table II. The PSUs will only vest if the achievement of one or more of the annual performance metrics under the PSU award 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. ( 8 )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 5,880 PSUs occurs on February 24, 2025.

Remarks: For Joseph Korngiebel, pursuant to the Power of Attorney previously filed.

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).

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