Dayforce SEC Filings

T. Rowe Price Associates, Inc. filed a Schedule 13G for Dayforce, Inc. (DAY), reporting beneficial ownership of 24,743,271 shares, or 15.3% of the class. The firm reports 23,941,296 shares with sole voting power and 24,743,271 shares with sole dispositive power, with no shared voting or dispositive power.

This filing replaces a prior Schedule 13D and states the shares are held without the purpose or effect of changing or influencing control. The ownership percentage is based on 161,985,829 shares of voting stock, comprising 160,034,963 shares outstanding as of October 22, 2025 and 1,950,866 shares issuable upon exchange of Exchangeable Shares as of September 25, 2025.

Dayforce (DAY) Form 4: A reporting person disclosed two indirect open‑market sales of common stock. On 10/30/2025, 39,558 shares were sold at $68.45. On 10/31/2025, 10,147 shares were sold at $68.74.

Following these transactions, the reported indirect beneficial ownership was 24,753,418 shares after the first sale and 24,743,271 shares after the second. A footnote indicates a decrease of 24 shares over which the reporting person no longer has beneficial ownership.

The filing states the securities are held by certain investment funds and 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.

T. Rowe Price Associates, Inc. filed an amended Form 3 reporting beneficial ownership in Dayforce, Inc. (DAY).

The filing lists 24,804,744 shares of Common Stock beneficially owned on an indirect basis, held through registered investment companies and individually managed accounts, as of close of business on October 2, 2025. The reporting person disclaims beneficial ownership except to the extent of its pecuniary interest.

This amendment corrects the number of securities previously reported on a Form 3 timely filed on October 8, 2025 due to an administrative error.

Dayforce, Inc. reported Q3 2025 revenue of $481.6 million, up from $440.0 million a year ago, as recurring services grew to $403.1 million and professional services reached $78.5 million. Operating profit rose to $30.5 million.

The company recorded a net loss of $196.8 million, primarily driven by a non-cash pension settlement loss of $172.1 million and income tax expense of $43.9 million. Interest expense declined to $6.7 million. Year to date, Dayforce incurred $31.9 million in restructuring charges tied to an efficiency plan announced in February 2025.

Cash and equivalents were $627.6 million, with total debt of $1,222.9 million; the current portion increased to $582.3 million as the $575.0 million 0.25% Convertible Senior Notes approach March 2026 maturity. Customer funds assets totaled $4,433.8 million. As of October 22, 2025, 160,034,963 common shares were outstanding.

Dayforce agreed to be acquired by affiliates of Thoma Bravo for $70.00 per share in cash (approx. $12.3 billion enterprise value), subject to stockholder and regulatory approvals, with completion expected in late 2025 or early 2026. The company recognized $22.2 million of transaction costs in Q3 within general and administrative expenses.

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 (DAY) Form 4: A reporting person disclosed an open-market sale of Dayforce common stock. On 10/24/2025, the filer sold 2,977 shares (transaction code S) at a weighted average price of $68.50, with individual sale prices ranging from $68.4948 to $68.5048.

Following the transaction, the filer reported 24,789,870 shares beneficially owned on an indirect basis. According to the footnote, these securities are held by certain investment funds and managed accounts over which the filer has investment discretion, and the filer disclaims beneficial ownership except to the extent of its pecuniary interest.

Dayforce (DAY) reported an insider transaction by its Head of Accounting & Financial Reporting. On 10/27/2025, the officer sold 353 shares of common stock at $68.54 under a Rule 10b5-1 trading plan adopted on November 27, 2024. Following the sale, the officer beneficially owned 49,401 shares, which includes 29,984 unvested restricted stock units.

Dayforce, Inc. reported an insider transaction on Form 4: EVP & Chief Revenue Officer Samer Alkharrat sold 3,233 shares of common stock at $68.55 on October 24, 2025 pursuant to a Rule 10b5-1 trading plan adopted on December 5, 2024.

Following the sale, he beneficially owned 117,934 shares, including 90,723 unvested RSUs and 7,785 unvested PSUs. Ownership is reported as direct.

Dayforce (DAY) filed a Rule 144 notice for a proposed sale of 353 common shares on the NYSE through Morgan Stanley Smith Barney LLC. The filing lists an aggregate market value of $24,194.62 and an approximate sale date of October 27, 2025.

The shares to be sold were acquired as restricted stock from the issuer: 352 shares on May 8, 2023 and 1 share on May 8, 2022. As context, the filing notes 159,692,530 shares outstanding. In the past three months, Jeffrey Jacobs reported a sale of 700 common shares on August 18, 2025 for gross proceeds of $46,270.00.

This notice reflects an intended personal share sale under Rule 144 and does not involve the company issuing new securities.