[8-K] Dayforce, Inc. Reports Material Event

Rhea-AI Filing Summary

Dayforce, Inc. reported progress on its pending merger with Thoma Bravo’s affiliates. The HSR Waiting Period for the transaction expired on October 20, 2025, and the conditions under the Competition Act (Canada) were also met as of October 20, 2025.

The merger structure remains unchanged: Dawn Acquisition Merger Sub, Inc. will merge into Dayforce, with Dayforce surviving as a wholly owned subsidiary of Dawn Bidco, LLC. Closing is still subject to remaining required regulatory clearances and approvals and other customary conditions, including shareholder approval. Dayforce has mailed a definitive proxy statement and directed investors to the SEC and company websites for materials.

Insights

M&A and Regulatory Analyst

Key antitrust milestones achieved; closing conditions still remain.

The transaction passed two major regulatory hurdles: the HSR Waiting Period expired on October 20, 2025, and conditions under Canada’s Competition Act were met the same day. These are standard prerequisites for large acquisitions.

The merger will proceed only after remaining required regulatory clearances and approvals and other customary closing conditions, including shareholder approval, are satisfied. The parties have distributed a definitive proxy statement, indicating the process is advancing through formal steps.

Next milestones include shareholder approval and any outstanding regulatory clearances. Actual timing depends on completion of these steps as described in the company’s materials.

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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): October 22, 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):

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

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

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

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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(s)		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 ☐

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. ☐

Item 8.01 Other Events.

As previously disclosed, on August 20, 2025, Dayforce, Inc. (the “Company” or “Dayforce”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Dawn Bidco, LLC, a Delaware limited liability company (“Parent”), and Dawn Acquisition Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, on the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.

Among other things, the completion of the Merger is conditioned upon the expiration or termination of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Waiting Period”) and on receipt of approval under the Competition Act (Canada).  The HSR Waiting Period expired on October 20, 2025.  As of October 20, 2025, the conditions of the Merger in respect of the Competition Act (Canada) were also met. The closing of the Merger remains subject to the receipt of the remaining required regulatory clearances and approvals and other customary closing conditions including shareholder approval.

Additional Information and Where to Find It

In connection with the proposed transaction between Dayforce and Thoma Bravo, Dayforce has filed and will file relevant materials with the U.S. Securities and Exchange Commission (“SEC”) and Canadian securities regulators, including the definitive Proxy Statement of Dayforce (the “Proxy Statement”), which was filed with the SEC on September 29, 2025. Dayforce has mailed the Proxy Statement to its stockholders and holders of exchangeable shares. DAYFORCE URGES YOU TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT DAYFORCE, THOMA BRAVO, THE PROPOSED TRANSACTION AND RELATED MATTERS. You are able to obtain a free copy of the Proxy Statement and other related documents (when available) filed by Dayforce with the SEC at the website maintained by the SEC at https://www.sec.gov. You are also able to obtain a free copy of the Proxy Statement and other documents (when available) filed by Dayforce with the SEC by accessing the investor relations section of Dayforce’s website at https://investors.dayforce.com or by contacting Dayforce investor relations at investors@dayforce.com or calling (844) 829-9499.

Participants in the Solicitation

Dayforce and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Dayforce stockholders in connection with the merger.

Information regarding the directors and executive officers of Dayforce, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth (i) in Dayforce’s definitive proxy statement for its 2025 Annual Meeting of Stockholders, including under the headings “Proposal One: Election of Directors,” “Executive Team,” “Compensation Discussion and Analysis,” “Executive Compensation Tables,”  and “Certain Relationships and Related Party Transactions,” which was filed with the SEC on March 13, 2025 and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1725057/000172505725000064/day-20250313.htm, (ii) in the Proxy Statement, including under the headings “The Merger - Interests of the Company’s Directors and Executive Officers in the Merger” and “Security Ownership of Certain Beneficial Owners and Management” which was filed with the SEC on September 29, 2025 and is available at https://www.sec.gov/Archives/edgar/data/1725057/000114036125036413/ny20054883x2_defm14a.htm and (iii) to the extent holdings of Dayforce’s securities by its directors or executive officers have changed since the amounts set forth in the Proxy Statement, such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC, which are available at EDGAR Search Results https://www.sec.gov/edgar/browse/?CIK=0001725057&owner=only.

Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are or will be contained in the Proxy Statement and other relevant materials to be filed with the SEC when they become available. You may obtain free copies of these documents through the website maintained by the SEC at https://www.sec.gov.

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: October 22, 2025	By:	/s/ William E. McDonald
	Name:	William E. McDonald
	Title:	Executive Vice President, Chief Legal and Compliance Officer, and Corporate Secretary

FAQ

What did DAY announce about its merger approvals?

Dayforce said the HSR Waiting Period expired on October 20, 2025, and the conditions under the Competition Act (Canada) were met as of that date.

Who is acquiring Dayforce (DAY) in the proposed merger?

An affiliate of Thoma Bravo via Dawn Bidco, LLC, with Dawn Acquisition Merger Sub, Inc. merging into Dayforce.

What conditions remain before the Dayforce (DAY) merger can close?

The deal remains subject to remaining required regulatory clearances and approvals and other customary closing conditions, including shareholder approval.

Where can Dayforce (DAY) investors access the proxy materials?

The definitive Proxy Statement is available via the SEC’s website and the investor relations section of Dayforce’s website.

What is the merger structure for Dayforce (DAY)?

Merger Sub will merge with and into Dayforce, and Dayforce will survive as a wholly owned subsidiary of Dawn Bidco, LLC.

When did the HSR Waiting Period expire for Dayforce (DAY)?

The HSR Waiting Period expired on October 20, 2025.