Thoma Bravo takes Dayforce (NYSE: DAY) private with merger and note changes

Rhea-AI Filing Summary

Dayforce, Inc. has been acquired by Dayforce Bidco, LLC, an affiliate of Thoma Bravo funds, through a merger completed on February 4, 2026, making Dayforce a wholly owned private subsidiary. The deal was funded by equity from Thoma Bravo-managed funds and third-party debt financing.

In connection with the merger, Dayforce requested delisting of its common stock from the NYSE and the Toronto Stock Exchange and plans to terminate its U.S. and Canadian reporting obligations. Convertible notes now convert into cash based on the per share merger consideration, and related capped call transactions were terminated for a nominal payment to Dayforce.

The company repaid and terminated all commitments under its existing credit agreement, issued 1,950,866 shares to holders of exchangeable shares, and implemented a full change in board composition along with amended and restated certificate of incorporation and bylaws.

Insights

M&A and capital structure analyst

Dayforce is taken private by Thoma Bravo, with equity and debt funding and significant capital structure changes.

The merger makes Dayforce a wholly owned subsidiary of a Thoma Bravo affiliate, ending its status as a public issuer. Equity from Thoma Bravo-managed funds and third-party debt financed the acquisition, signaling a full ownership transition away from public markets.

Capital structure is reshaped: the 0.25% Convertible Senior Notes due 2026 are now convertible into cash tied to the per share merger consideration rather than stock, and related capped call transactions were terminated for a nominal payment to Dayforce. This simplifies outstanding equity-linked exposure.

Listing and reporting changes are extensive. Dayforce requested delisting from the NYSE and TSX and plans to deregister under U.S. and Canadian securities laws. Governance was reset via a new board and amended charter and bylaws. Future detail on noteholder behavior will likely appear in subsequent company communications or noteholder responses.

8-K Event Classification

12 items: 1.01, 1.02, 2.01, 3.01, 3.02, 3.03, 5.01, 5.02, 5.03, 7.01, 8.01, 9.01

12 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

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

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): February 4, 2026 (February 3, 2026)

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):

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

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

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

☐ 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. ☐

Introductory Note

On February 4, 2026, Dayforce Bidco, LLC (f/k/a Dawn Bidco, LLC), a Delaware limited liability company (“Parent”), completed its previously announced acquisition of Dayforce, Inc., a Delaware corporation (the “Company”), pursuant to the Agreement and Plan of Merger, dated as of August 20, 2025 (the “Merger Agreement”), by and among the Company, Parent and Dawn Acquisition Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”).  Parent and Merger Sub are affiliates of Thoma Bravo Fund XIV, L.P., Thoma Bravo Fund XIV-A, L.P., Thoma Bravo Executive Fund XIV, L.P., Thoma Bravo Executive Fund XIV-a, L.P., Thoma Bravo Fund XV, L.P., Thoma Bravo Fund XV-A, L.P., Thoma Bravo Executive Fund XV, L.P., Thoma Bravo Fund XVI, L.P., Thoma Bravo Fund XVI-A, L.P., Thoma Bravo Fund XVI-B, SCSP, Thoma Bravo Executive Fund XVI, L.P., Thoma Bravo Employee Fund, L.P. and Thoma Bravo Employee Fund II, L.P. (each, a ‘‘Thoma Bravo Fund’’ and together, the ‘‘Thoma Bravo Funds’’), and Parent, Merger Sub, and the Thoma Bravo Funds are each affiliated with Thoma Bravo, L.P. (‘‘Thoma Bravo’’).  On February 4, 2026, pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.

Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Indenture

On February 4, 2026, the Company and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (the “Trustee”), entered into the First Supplemental Indenture, dated as of February 4, 2026 (the “Convertible Notes Supplemental Indenture”) to the Indenture, dated as of March 5, 2021, by and between the Company and the Trustee (the “Convertible Notes Original Indenture” and, together with the Convertible Notes Supplemental Indenture, the “Convertible Notes Indenture”), relating to the Company’s 0.25% Convertible Senior Notes due 2026 (the “Convertible Notes”).

As a result of the Merger, and pursuant to the Convertible Notes Supplemental Indenture, the Convertible Notes are no longer convertible into shares of common stock, par value $0.01 per share, of the Company ("Company Common Stock"). Instead, subject to the terms and conditions of the Convertible Notes Indenture, the Convertible Notes are convertible into an amount of cash based on the per share merger consideration payable pursuant to the Merger Agreement.

The foregoing description of the Convertible Notes Indenture and the transactions contemplated thereby is subject to and qualified in its entirety by reference to the full text of the Convertible Notes Indenture.  A copy of the Convertible Notes Original Indenture was filed as Exhibit 4.3 to the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on February 28, 2025.  A copy of the Convertible Notes Supplemental Indenture is filed hereto as Exhibit 4.1.  The Convertible Notes Original Indenture and the Convertible Notes Supplemental Indenture are incorporated by reference into this Item 1.01.

Unwind Agreements

As previously disclosed, in connection with issuing the Convertible Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain financial institutions (the “Capped Call Counterparties”). On February 4, 2026, the Company entered into unwind agreements with each Capped Call Counterparty pursuant to which, in the aggregate, all Capped Call Transactions were terminated in exchange for a nominal payment in favor of the Company.

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

Concurrently with the closing of the Merger, the Company terminated all commitments outstanding under, and repaid all outstanding loans and other amounts due under, the Credit Agreement, dated as of February 29, 2024 (as amended by that certain First Amendment to Credit Agreement, dated as of February 14, 2025, the “Credit Agreement”), by and among the Company, the lenders and other parties from time to time party thereto, and JPMorgan Chase Bank, N.A., as collateral agent and administrative agent (the “Agent”).

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note, Item 3.01, Item 5.01, Item 5.02, Item 5.03 and Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), and as a result of the Merger:

● each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (subject to certain exceptions set forth in the Merger Agreement) was automatically converted into the right to receive $70.00 in cash, without interest (the “Merger Consideration”);

● each vested Company stock option issued and outstanding immediately prior to the Effective Time with an exercise price less than the Merger Consideration was converted into the right to receive a cash payment based on the Merger Consideration and the applicable exercise price;

● each vested Company restricted stock unit (“RSU”) and vested Company performance-based restricted stock unit (“PSU”) issued and outstanding immediately prior to the Effective Time was converted into the right to receive a cash payment based on the Merger Consideration;

● each unvested Company RSU and unvested Company PSU issued and outstanding immediately prior to the Effective Time was converted into an award representing the right to receive a cash payment based on the Merger Consideration, subject to the same terms and conditions (including vesting) that applied to such awards immediately prior to the Effective Time (except that any performance conditions were deemed achieved at 100% of target performance levels, and subject to certain other specified exceptions that applied, among other things, to holders of such unvested awards that were residents of Canada and certain other non-U.S. jurisdictions);

● each unvested Company stock option issued and outstanding immediately prior to the Effective Time, and each Company stock option issued and outstanding immediately prior to the Effective Time with an exercise price equal to or greater than the Merger Consideration, was cancelled without consideration; and

●  (i) each share of Company Common Stock that was held by the Company as treasury stock or owned by Parent or Merger Sub immediately prior to the Effective Time was canceled and ceased to exist and no consideration was delivered in exchange therefor, and (ii) each share of Company Common Stock that was owned by any direct or indirect wholly owned subsidiary of the Company immediately prior to the Effective Time, was, at the election of Parent, either converted into shares of common stock of the surviving corporation in the Merger or canceled.

The foregoing description of the Merger Agreement and the transactions contemplated thereby, including the Merger, does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 21, 2025, the terms of which are incorporated by reference into this Item 2.01.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

On February 4, 2026, in connection with the consummation of the Merger, the Company notified The New York Stock Exchange (“NYSE”) that the Merger had been consummated and requested that the listing of the shares of Company Common Stock on NYSE be withdrawn on that day. In addition, the Company requested that NYSE file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to report the delisting of its shares from NYSE and to deregister its shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Upon effectiveness of the Form 25, the Company intends to file with the SEC a Certification and Notice of Termination on Form 15 requesting the termination of registration of the Company Common Stock under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Section 13 and Section 15(d) of the Exchange Act.  Also on February 4, 2026, in accordance with the Toronto Stock Exchange’s (“TSX”) conditional approval of the delisting of the shares of Company Common Stock from the TSX, the Company has provided the TSX with notice of the consummation of the Merger and all documentation requested by the TSX in connection therewith.  It is anticipated that the Company Common Shares will be delisted from the TSX within one to two trading days after such date.  The Company intends to file an application to cease to be a reporting issuer in each applicable jurisdiction in Canada promptly following the closing of the Merger.

Item 3.02 Unregistered Sales of Equity Securities.

On February 3, 2026, the Company issued 1,950,866 shares of Company Common Stock to holders of the outstanding exchangeable shares of Ceridian AcquisitionCo ULC not held by the Company or its subsidiaries, in exchange for all of the outstanding exchangeable shares of Ceridian AcquisitionCo ULC not held by the Company or its subsidiaries on a 1-1 basis.

The offers and sales of these shares of Company Common Stock were exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

In connection with the consummation of the Merger, at the Effective Time, Company stockholders as of immediately prior to the Effective Time ceased to have any rights with respect to the shares of Company Common Stock, except for the right to receive the Merger Consideration, subject to any required tax withholding, and subject to the terms and conditions set forth in the Merger Agreement.

Item 5.01 Changes in Control of Registrant.

The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 3.03, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the consummation of the Merger, at the Effective Time, a change of control of the Company occurred and the Company became a wholly owned subsidiary of Parent. The funds used to complete the Merger and the transactions contemplated by the Merger Agreement were provided by equity contributions from funds managed by Thoma Bravo, as well as third-party debt financing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

At the Effective Time, pursuant to the Merger Agreement, each of David Ossip, Brent Bickett, Ronald Clarke, Deborah Farrington, Thomas Hagerty, Linda Mantia, Ganesh Rao, Andrea Rosen, and Gerald Throop, each a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and members of any committee of the Company’s Board of Directors.  At the Effective Time, each of Nicholas D. Cucci, Jeffrey S. Jacobs, and William E. McDonald became a director of the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

In connection with the completion of the Merger, on February 4, 2026, the Company filed with the Secretary of State of the State of Delaware the certificate of merger relating to the Merger.  At the Effective Time and pursuant to the Merger Agreement, the Company’s certificate of incorporation as in effect immediately prior to the Merger was amended and restated in its entirety.  A copy of the Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 hereto, which is incorporated by reference into this Item 5.03.  In connection with the completion of the Merger and pursuant to the Merger Agreement, at the Effective Time, the bylaws of the Company were amended and restated in their entirety.  A copy of such amended and restated bylaws is filed as Exhibit 3.2 hereto, which is incorporated by reference into this Item 5.03.

Item 7.01 Regulation FD Disclosure.

On February 4, 2026, the Company provided holders of the Convertible Notes with a notice of Supplemental Indenture, Repurchase Right, Fundamental Change, Make-Whole Fundamental Change, Common Stock Change Event, Fundamental Change Company Notice and Conversion Rights with respect to the Convertible Notes and the Convertible Notes Indenture. A copy of the notice is attached hereto as Exhibit 99.1.

The information included in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be filed for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On February 4, 2026, the Company and Thoma Bravo issued a joint press release announcing completion of the Merger. A copy of this press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description of Exhibit
2.1		Agreement and Plan of Merger, dated as of August 20, 2025, by and among Dawn Bidco, LLC, Dawn Acquisition Merger Sub, Inc., and Dayforce, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on August 21, 2025).*
3.1		Amended and Restated Certificate of Incorporation of Dayforce, Inc., dated as of February 4, 2026.
3.2		Amended and Restated Bylaws of Dayforce, Inc., dated as of February 4, 2026.
4.1		First Supplemental Indenture, dated as of February 4, 2026, to the Indenture, dated as of March 5, 2021, by and between Dayforce, Inc. and Computershare Trust Company, N.A.
99.1		Notice of Supplemental Indenture, Repurchase Right, Fundamental Change, Make-Whole Fundamental Change, Common Stock Change Event, Fundamental Change Company Notice and Conversion Rights to Holders of 0.25% Convertible Senior Notes due 2026, dated February 4, 2026.
99.2		Press Release, dated February 4, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request.

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:  February 4, 2026	By:	/s/ William E. McDonald
	Name:	William E. McDonald
	Title:	Executive Vice President, Chief Legal and Compliance Officer, and Corporate Secretary

FAQ

What major transaction did Dayforce (DAY) announce in this Form 8-K?

Dayforce announced completion of its acquisition by Dayforce Bidco, LLC, an affiliate of Thoma Bravo funds. Through a merger, Dayforce became a wholly owned subsidiary of the buyer, funded by Thoma Bravo-managed equity and third-party debt financing, effectively taking the company private.

How does the Thoma Bravo acquisition affect Dayforce (DAY) stockholders?

At the merger’s effective time, Dayforce stockholders ceased to have rights in their common shares except to receive the merger consideration, subject to tax withholding and the merger agreement’s terms. The company requested delisting and plans to terminate its Exchange Act registration and reporting obligations.

What changes were made to Dayforce’s 0.25% Convertible Senior Notes due 2026?

Following the merger, Dayforce amended its convertible notes indenture so the notes are no longer convertible into common stock. Instead, subject to the indenture’s terms, they are convertible into cash based on the per share merger consideration payable under the merger agreement, altering investor settlement mechanics.

What happened to Dayforce’s capped call transactions related to the convertible notes?

Dayforce entered into unwind agreements on February 4, 2026, with the financial institutions that were capped call counterparties. In the aggregate, all capped call transactions were terminated in exchange for a nominal payment in favor of Dayforce, eliminating those equity-linked hedging arrangements after the merger closed.

Is Dayforce (DAY) remaining listed on the NYSE and Toronto Stock Exchange?

No. In connection with the merger’s completion, Dayforce asked the NYSE to withdraw its common stock listing and have a Form 25 filed to delist and deregister under Section 12(b). It also notified the TSX, which is expected to delist the shares within one to two trading days.

Did Dayforce issue any new shares in connection with the merger structure?

Yes. On February 3, 2026, Dayforce issued 1,950,866 shares of common stock to holders of outstanding exchangeable shares of Ceridian AcquisitionCo ULC, on a one-for-one basis. These offers and sales were made under an exemption from Securities Act registration pursuant to Section 4(a)(2).

What governance and organizational changes accompanied the Dayforce merger closing?

At the effective time, all pre-merger directors ceased serving and three new directors—Nicholas D. Cucci, Jeffrey S. Jacobs, and William E. McDonald—joined the board. Dayforce also filed a certificate of merger, and its certificate of incorporation and bylaws were amended and restated in their entirety.