Dayforce (NYSE: DAY) books $170–190M non-cash pension settlement charge

Rhea-AI Filing Summary

Dayforce, Inc. is transferring all defined benefit pension obligations for its U.S. pension plan to Nationwide Life & Annuity Insurance Company and Nationwide Life Insurance Company through a nonparticipating single premium group annuity contract. The contract, expected to be completed in the third quarter of 2025, covers approximately 6,200 participants and beneficiaries.

Nationwide will have an irrevocable obligation to pay pension benefits due to these participants on and after December 1, 2025, with no change to the amount of benefits they receive. The purchase will be funded by plan assets and about $7 million of company cash. Dayforce expects to record a one-time, non-cash, pre-tax pension settlement charge of approximately $170 million to $190 million in the third quarter of 2025, based on final actuarial and other assumptions.

Positive

• Transfer of pension obligations: Dayforce moves all defined benefit pension obligations for approximately 6,200 U.S. plan participants to Nationwide, reducing long-term pension risk while preserving benefit levels.

Negative

• Large one-time non-cash charge: The company expects a non-cash pre-tax pension settlement charge of about $170 million to $190 million in the third quarter of 2025, which will materially reduce reported earnings for that period.

Insights

Equity and pension accounting analyst

Dayforce offloads pension risk to an insurer, but takes a large one-time accounting hit.

Dayforce is annuitizing its U.S. defined benefit pension plan, shifting all pension obligations for about 6,200 participants to Nationwide via a nonparticipating single premium group annuity. From an operational and risk standpoint, this removes future pension payment obligations for these participants from the company and places them on the insurer, while maintaining benefit levels for retirees.

The transaction will be funded with plan assets plus a cash contribution of about $7 million. Because settlement accounting applies, Dayforce expects a one-time, non-cash, pre-tax pension settlement charge of roughly $170 million to $190 million in Q3 2025. This will depress reported earnings for that quarter, even though it does not represent a cash outflow of that magnitude.

For investors, the trade-off is a short-term hit to GAAP earnings versus a simpler balance sheet and reduced long-term pension risk. The exact size of the charge will depend on finalized actuarial and other assumptions, so subsequent disclosures around the final settlement charge for the third quarter of 2025 will complete the picture of its accounting impact.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

FALSE000172505700017250572025-09-112025-09-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________________________________________

FORM 8-K

___________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 11, 2025

___________________________________________________________________

Dayforce, Inc.

(Exact name of Registrant as Specified in Its Charter)

___________________________________________________________________

Delaware			001-38467			46-3231686
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

3311 East Old Shakopee Road, Minneapolis, MN						55425
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: (952) 853-8100

___________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, $0.01 par value

DAY

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 8.01 Other Events.

On September 11, 2025, Dayforce, Inc. (the “Company”) entered into a commitment agreement with Nationwide Life & Annuity Insurance Company and Nationwide Life Insurance Company (collectively, the “Insurer”), under which the Company’s pension plan provided to certain current and former U.S. employees (as amended, the “Plan”) purchased a nonparticipating single premium group annuity contract that will transfer to the Insurer all of the Plan’s defined benefit pension obligations.

The transfer of the Plan’s defined benefit pension obligations is expected to be completed in the third quarter of 2025. The contract covers approximately 6,200 participants and beneficiaries, subject to certain adjustments (the “Transferred Participants”). Under the group annuity contract, the Insurer has made an irrevocable commitment, and will be solely responsible, to pay the pension benefits of each Transferred Participant that are due on and after December 1, 2025. The transaction will not result in any changes to the amount of benefits payable to the Transferred Participants.

The purchase of the group annuity contract will be funded by Plan assets and a cash contribution by the Company of approximately $7 million. As a result of the purchase of the group annuity contract, the Company expects to recognize a one-time non-cash pre-tax pension settlement charge of approximately $170 million to $190 million in the third quarter of 2025. The actual charge will depend on finalization of the actuarial and other assumptions.

Forward-Looking Statements

Statements in this Current Report on Form 8-K concerning the expected pension settlement charges and other financial and non-financial items that are not historical facts are “forward-looking statements” as the term is defined under applicable federal securities laws. Words such as “anticipate,” “assume,” “believe,” “can,” “could,” “estimate,” “forecast,” “intend,” “expect,” “may,” “project,” “plan,” “seek,” “should,” “target,” “will,” “would” and their opposites and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those statements. Such risks, trends and uncertainties are, in most instances, beyond the Company’s control, and include the amount of Plan annuitization settlement fees, as well as other risks described in the Company’s Annual Report on Form 10-K and the Company’s other public disclosures and filings with the Securities and Exchange Commission. Forward-looking statements, which speak as of the date of this filing, are not updated to reflect events or circumstances after the date of such statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Dayforce, Inc.
Date: September 15, 2025			By:						/s/ William E. McDonald
			Name:						William E. McDonald
			Title:						Executive Vice President, Chief Legal and Compliance Officer, and Corporate Secretary

FAQ

What major pension action did Dayforce (DAY) announce?

Dayforce disclosed that its U.S. pension plan purchased a nonparticipating single premium group annuity contract from Nationwide Life & Annuity Insurance Company and Nationwide Life Insurance Company, transferring all defined benefit pension obligations for that plan to the insurer.

How many participants are affected by Dayforce’s pension transfer?

The group annuity contract covers approximately 6,200 participants and beneficiaries, referred to as the Transferred Participants, subject to certain adjustments.

Will Dayforce’s pension transfer change participant benefits?

The company states that the transaction will not result in any changes to the amount of benefits payable to the Transferred Participants; only the payer of those benefits will change to the insurer for benefits due on and after December 1, 2025.

When will Nationwide begin paying Dayforce pension benefits?

Under the group annuity contract, Nationwide has made an irrevocable commitment and will be solely responsible for paying pension benefits to Transferred Participants that are due on and after December 1, 2025.

How is Dayforce funding the pension annuity purchase?

The purchase of the group annuity contract will be funded by existing Plan assets and a cash contribution by the company of approximately $7 million.

What is the expected financial impact of the pension transfer on Dayforce’s earnings?

Dayforce expects to recognize a one-time non-cash pre-tax pension settlement charge of approximately $170 million to $190 million in the third quarter of 2025, with the actual amount depending on final actuarial and other assumptions.

When is Dayforce’s pension obligation transfer expected to be completed?

The company expects the transfer of the Plan’s defined benefit pension obligations to Nationwide to be completed in the third quarter of 2025.