Welcome to our dedicated page for Dayforce SEC filings (Ticker: DAY), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings for Dayforce, Inc. (DAY) provide detailed insight into the company’s operations, capital structure, and major corporate events. As a New York Stock Exchange–listed issuer, Dayforce reports material information through Forms 10-K, 10-Q, 8-K, proxy statements, and related documents. These filings are central for understanding its AI-powered human capital management platform business and its transition toward private ownership.
In 2025, multiple Form 8-K filings outline a planned acquisition of Dayforce by affiliates of Thoma Bravo. A Form 8-K dated August 21, 2025 describes the Agreement and Plan of Merger under which a Thoma Bravo–affiliated entity will acquire Dayforce and the company will become a wholly owned subsidiary of the acquirer. Subsequent 8-Ks dated October 22, 2025 and November 5, 2025 provide updates on regulatory clearances, proxy statement disclosures, and related stockholder litigation. A Form 8-K dated November 12, 2025 reports the results of the special meeting at which stockholders approved the merger agreement.
Other 8-K filings address quarterly financial results, such as the second and third quarter 2025 earnings releases, and corporate actions including a commitment agreement to transfer certain U.S. defined benefit pension obligations to an insurer through a group annuity contract. These disclosures explain how pension obligations will be funded and transferred, and the expected accounting impact.
On Stock Titan’s filings page, users can access Dayforce’s SEC documents as they are posted to EDGAR. AI-powered summaries help interpret long or complex filings by highlighting key terms of the Thoma Bravo merger, significant risk factors, changes in capital structure, and notable items from earnings releases. Investors can also review ownership and compensation information in proxy materials, and track material events through successive 8-K reports.
For those analyzing DAY, this page offers a structured view of Dayforce’s regulatory history, from routine financial reporting to the merger agreement that will, subject to closing conditions, move the company from public markets to private ownership.
Dayforce, Inc. executive vice president and chief revenue officer Samer Alkharrat reported selling 3,232 shares of common stock on 11/25/2025 at $69 per share. The sale was made under a pre-arranged Rule 10b5-1 trading plan adopted on December 5, 2024. After this transaction, Alkharrat beneficially owns 114,702 shares, including 90,723 unvested restricted stock units and 7,785 unvested performance stock units.
DAY insider Samer Alkharrat filed a Form 144 notice to sell 3,232 shares of common stock through Morgan Stanley Smith Barney LLC on the NYSE. The shares to be sold were acquired as restricted stock from the issuer on 06/09/2025, with the same date listed for payment and the consideration described as not applicable. The filing notes that 160,034,963 shares of the issuer’s common stock were outstanding when this notice was prepared.
Over the past three months, Alkharrat previously sold 3,233 common shares on 10/24/2025 for gross proceeds of $221,622.15 and 3,232 common shares on 09/25/2025 for gross proceeds of $222,296.96. By signing, the seller represents that he is not aware of undisclosed material adverse information about the issuer’s current or prospective operations.
Dayforce, Inc. (DAY) reported an insider stock sale by its President and COO, Stephen Holdridge. On 11/14/2025, he sold 2,000 shares of common stock at a price of $68.87 per share. The transaction was executed under a pre-arranged Rule 10b5-1 trading plan that he adopted on March 4, 2025, which is designed to allow systematic selling regardless of day-to-day market conditions. After this sale, he beneficially owned 178,814 shares of Dayforce common stock, including 117,683 unvested restricted stock units, showing he still holds a substantial equity interest in the company.
DAY filed a Form 144 notice for a proposed sale of 2,000 common shares through Morgan Stanley Smith Barney LLC, listing an aggregate market value of $137,740. The approximate sale date is 11/14/2025, and the shares are listed on the NYSE. The filing identifies the seller as Stephen H. Holdridge.
The shares to be sold were acquired as restricted stock from the issuer on 02/24/2024 (2,000 shares). Recent activity disclosed includes sales of 2,000 shares on 08/15/2025 for $107,220, 2,000 shares on 09/15/2025 for $137,900, and 2,000 shares on 10/15/2025 for $136,500. Shares outstanding are listed as 160,034,963.
Dayforce, Inc. received an amended Schedule 13G from Janus Henderson Group plc reporting beneficial ownership of 9,397,885 common shares, representing 6.0% of the class. The filer lists shared voting and shared dispositive power over 9,397,885 shares and no sole power.
A related filer, Janus Henderson Investors US LLC, may be deemed to beneficially own 9,253,566 shares, or 5.9%, also with shared voting and dispositive power and no sole power. The filing identifies the reporting person as an investment adviser and holding company (IA, HC) and certifies the securities were acquired and are held in the ordinary course and not to change or influence control. The reported holdings relate to an event dated September 30, 2025.
Dayforce Inc. (DAY): Ownership filing update. Capital World Investors filed Amendment No. 1 to Schedule 13G reporting beneficial ownership of 2,714,653 shares of Dayforce Inc. common stock, representing 1.7% of the class as of September 30, 2025.
The filer reports sole voting power over 2,713,105 shares and sole dispositive power over 2,714,653 shares, with no shared voting or dispositive power. The filing is certified as acquired and held in the ordinary course of business and not for the purpose of changing or influencing control.
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.
Capital International Investors filed Amendment No. 5 to Schedule 13G for Dayforce Inc. (DAY), reporting beneficial ownership of 6,537,452 shares, representing 4.1% of the class as of the event date October 31, 2025.
The filer reports sole voting power over 6,523,608 shares and sole dispositive power over 6,537,452 shares. The securities are certified as held in the ordinary course of business and not for the purpose of changing or influencing control.
Dayforce Inc. (DAY): Capital International Investors filed a Schedule 13G/A reporting beneficial ownership in the company. The filing states Capital International Investors beneficially owns 19,702,675 shares of Common Stock, representing 12.3% of the 159,692,530 shares believed to be outstanding, with a date of event of 09/30/2025. The firm reports sole voting power over 19,666,679 shares and sole dispositive power over 19,702,675 shares.
The filer identifies as an investment adviser and certifies the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. Item 6 notes The Growth Fund of America in connection with rights to receive dividends or sale proceeds.
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.