Every 8-K that Dayforce, Inc. (DAY) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow DAY and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full DAY filings page.
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.
Dayforce, Inc. reports that all required regulatory approvals have been received for its planned merger with Dayforce Bidco, LLC, under which a merger subsidiary will combine with Dayforce and Dayforce will become a wholly owned subsidiary of the parent entity. The company states that it expects the merger to close in the next five business days, subject to the satisfaction or waiver of the remaining closing conditions in the merger agreement.
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.
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, Inc. furnished a press release announcing its unaudited financial results for Q3 2025 under Item 2.02.
The press release covers the quarter ended September 30, 2025 and is included as Exhibit 99.1, which is incorporated by reference. The exhibits are furnished and not deemed filed.
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.
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.
Dayforce, Inc. disclosed a binding Agreement and Plan of Merger dated Aug 20, 2025 between Dawn Bidco, LLC, Dawn Acquisition Merger Sub, Inc., and Dayforce, Inc. The filing references an accompanying press release dated Aug 21, 2025 and an interactive XBRL cover page. The company states that any changes in holdings by its directors or executive officers since the 2025 proxy will be reflected in Forms 3, 4, or 5 filed with the SEC and available on EDGAR. The 8-K is signed by William E. McDonald, Executive Vice President, Chief Legal and Compliance Officer, and Corporate Secretary. The filing identifies a material corporate transaction (the merger agreement) but provides no financial terms, timing, or shareholder vote details within the disclosed text.
Dayforce, Inc. disclosed that it is in advanced discussions with private equity firm Thoma Bravo about a potential acquisition of the company for US$70 per share. This price would represent the cash consideration per Dayforce common share if a deal is agreed and completed. The company emphasized that there is no assurance an agreement will be reached, and the final price or terms of any transaction, if one occurs, may differ. The update was furnished via a Form 8-K alongside a press release dated August 20, 2025, to inform investors that negotiations are ongoing but not yet binding.