Rao Gnaneshwar B. 4

What Happened
Rao Gnaneshwar B., a Director (and Managing Director of Thomas H. Lee Partners), had 29,086 shares/RSUs disposed of to the issuer on Feb 4, 2026 in connection with Dayforce’s merger. The reported dispositions consist of 22,355 shares for $1,564,850 and 4,043 shares for $283,010 (each at $70.00/share), plus 2,688 shares/units reported with no per-line price (all converted to cash under the merger). Total cash received equals $2,036,020 (29,086 shares × $70.00).

Key Details

• Transaction date: 2026-02-04 (effective time of the merger). Price: $70.00 per share (merger consideration).
• Reported disposals: 22,355 shares ($1,564,850); 4,043 shares ($283,010); 2,688 shares (N/A line item) — combined 29,086 shares, $2,036,020.
• Shares owned after transaction: not reported in this Form 4.
• Footnotes: Dispositions occurred due to the merger (Agreement & Plan of Merger dated Aug 20, 2025) that automatically converted common shares and vested/unvested RSUs into the right to receive $70.00 per share in cash. The shares were held for the benefit of THL-affiliated funds; Mr. Rao is a Managing Director of THL Partners.
• Filing note: transaction was a disposition to the issuer as part of the merger (not an open‑market sale). Power of attorney previously filed was used for the filing.

Context
This was a mandatory cash-out tied to the company’s merger (shares/RSUs converted into $70/share), not a voluntary open-market sale. Because the holdings were for THL-affiliated funds and the conversion arose from the merger agreement, the trade reflects deal terms rather than a personal trading decision by the director.