Dayforce SEC Filings

Dayforce, Inc. received an amended Schedule 13G from Janus Henderson Group plc reporting beneficial ownership of 9,397,885 common shares, representing 6.0% of the class. The filer lists shared voting and shared dispositive power over 9,397,885 shares and no sole power.

A related filer, Janus Henderson Investors US LLC, may be deemed to beneficially own 9,253,566 shares, or 5.9%, also with shared voting and dispositive power and no sole power. The filing identifies the reporting person as an investment adviser and holding company (IA, HC) and certifies the securities were acquired and are held in the ordinary course and not to change or influence control. The reported holdings relate to an event dated September 30, 2025.

Dayforce Inc. (DAY): Ownership filing update. Capital World Investors filed Amendment No. 1 to Schedule 13G reporting beneficial ownership of 2,714,653 shares of Dayforce Inc. common stock, representing 1.7% of the class as of September 30, 2025.

The filer reports sole voting power over 2,713,105 shares and sole dispositive power over 2,714,653 shares, with no shared voting or dispositive power. The filing is certified as acquired and held in the ordinary course of business and not for the purpose of changing or influencing control.

Dayforce, Inc. reported that stockholders approved the proposed acquisition by Thoma Bravo at a special meeting held on November 12, 2025. The Merger Agreement was adopted with 126,385,722 votes For, 16,551,731 Against, and 17,512 Abstain.

Stockholders also approved, on a non-binding basis, the compensation that may be paid to named executive officers in connection with the transaction, with 125,542,893 For, 17,255,566 Against, and 156,506 Abstain. Because Proposal 1 passed, no adjournment vote was required. The company issued a press release announcing the results, furnished as Exhibit 99.1.

Capital International Investors filed Amendment No. 5 to Schedule 13G for Dayforce Inc. (DAY), reporting beneficial ownership of 6,537,452 shares, representing 4.1% of the class as of the event date October 31, 2025.

The filer reports sole voting power over 6,523,608 shares and sole dispositive power over 6,537,452 shares. The securities are certified as held in the ordinary course of business and not for the purpose of changing or influencing control.

Dayforce Inc. (DAY): Capital International Investors filed a Schedule 13G/A reporting beneficial ownership in the company. The filing states Capital International Investors beneficially owns 19,702,675 shares of Common Stock, representing 12.3% of the 159,692,530 shares believed to be outstanding, with a date of event of 09/30/2025. The firm reports sole voting power over 19,666,679 shares and sole dispositive power over 19,702,675 shares.

The filer identifies as an investment adviser and certifies the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. Item 6 notes The Growth Fund of America in connection with rights to receive dividends or sale proceeds.

Dayforce, Inc. filed an 8-K supplementing its merger proxy with Thoma Bravo. The company added specific background and valuation details ahead of the special stockholder meeting on November 12, 2025.

New disclosures clarify that confidentiality agreements with certain potential sponsors did not include standstill provisions and required company consent for financing discussions. The filing expands Evercore’s valuation work: its discounted cash flow used perpetuity growth of 4%–6% and discount rates of 11.5%–13.0%, producing implied equity values of $46.01–$73.17 per share versus merger consideration of $70.00. Selected public comps applied 12.4x–16.5x CY2026E Adjusted EBITDA and 4.3x–6.0x CY2026E Revenue to 2026 estimates, indicating $53.00–$75.00 per share. A selected transactions analysis using 18.0x–22.0x LTM Adjusted EBITDA and 6.0x–7.0x LTM Revenue indicated $57.00–$74.00 per share.

These ranges reflect management inputs including estimated net debt of approximately $417 million as of December 31, 2025 (DCF) and approximately $609 million as of August 15, 2025 (comparables/transactions), and approximately 166.4 million fully diluted shares as of August 1, 2025.

Dayforce (DAY): Form 4 transaction reported. T. Rowe Price Associates, Inc. reported the sale of 25,005 shares of Dayforce common stock on 11/03/2025 at a weighted average price of $68.6901 per share, with individual sale prices ranging from $68.69 to $68.73.

Following the transaction, the reporting person beneficially owned 24,718,266 shares indirectly. According to the footnotes, these securities are held by registered investment funds and separately managed accounts for which the reporting person serves as adviser, and the reporting person disclaims beneficial ownership except to the extent of its pecuniary interest.

Dayforce, Inc. (DAY) reported an insider transaction on a Form 4. On 11/01/2025, an officer (EVP, CSPTO) executed a Code F transaction involving 2,250 shares of common stock at $68.74 per share. Following the transaction, the reporting person beneficially owned 236,063 shares.

The filing notes that this total includes 108,821 unvested restricted stock units. The filing was made by attorney-in-fact on behalf of the reporting person.

Dayforce, Inc. (DAY) disclosed an insider transaction on a Form 4. President and COO Stephen Holdridge reported a transaction on 11/01/2025 coded F, disposing of 3,997 shares of common stock at $68.74 per share. Following the transaction, he directly beneficially owned 180,814 shares.

A footnote states this balance includes 117,683 unvested restricted stock units. The filing reflects a single reporting person and indicates direct ownership.