Dayforce SEC Filings

Dayforce, Inc. has entered into a merger agreement under which Dawn Bidco, LLC (affiliated with Thoma Bravo) will acquire Dayforce for $70.00 cash per share. The special meeting of stockholders is scheduled for November 12, 2025 (virtual). As of the record date (September 25, 2025) there were 158,006,476 shares outstanding plus a Special Voting Share representing 1,950,866 exchangeable-share votes for a total of 159,957,342 voting shares. The Board recommends that holders vote FOR the merger, and Evercore delivered a written fairness opinion that $70.00 per share is fair from a financial point of view to holders (other than excluded shares).

The transaction values the company at a significant cash premium (the proxy states a 32% premium to an indicated unaffected price) and is expected to be financed through approximately $12.3 billion of equity and debt commitments. The merger is subject to customary regulatory approvals, certain closing conditions and potential termination fees of $351 million (Company) or $702 million (Parent), and Thoma Bravo funds provided a limited guarantee capped at $712 million. The merger agreement contains customary protections for management equity awards, appraisal rights notice, and restrictions on solicitations.

Dayforce, Inc. Form 144 notice shows a proposed sale of 3,232 restricted common shares acquired on 06/09/2025 from the issuer, with an aggregate market value of $222,296.96 and an approximate sale date of 09/25/2025 on the NYSE through Morgan Stanley Smith Barney LLC. The filer discloses two prior sales by the same person in the past three months: 3,233 shares on 08/25/2025 for $222,915.35 and 4,659 shares on 07/25/2025 for $278,095.71. The securities were acquired as restricted stock and paid on the acquisition date. The filer affirms no undisclosed material adverse information.

Dayforce, Inc. (DAY) insider transaction: Stephen H. Holdridge, President and COO, sold 2,000 shares of the company's common stock on 09/15/2025 at $68.95 per share under a Rule 10b5-1 trading plan adopted March 4, 2025. After the sale he beneficially owns 186,811 shares, which the filing notes include 126,544 unvested restricted stock units. The sale was executed pursuant to a pre-established trading plan and reported on Form 4 by an attorney-in-fact on 09/17/2025.

Dayforce, Inc. (DAY) has agreed to be acquired by an affiliate of Thoma Bravo for $70.00 per share in cash. The merger agreement, dated August 20, 2025, contemplates Dayforce becoming a wholly owned subsidiary of Dawn Bidco, LLC, with each outstanding share (other than certain excluded or appraisal shares) converted into the right to receive $70.00 in cash. The Board unanimously recommended the transaction after receiving EvercoreGroup's written fairness opinion that the $70.00 consideration was fair from a financial point of view to holders of common stock (excluding certain excluded shares). The transaction funding is expected to be approximately $12.3 billion, to be provided via equity commitments from the Thoma Bravo Funds and committed debt financing; the merger is not conditioned on financing availability. Closing remains subject to customary conditions, including antitrust and regulatory approvals (HSR, Competition Act, Australia FIRB, OCC and state regulators). Material deal mechanics include treatment of vested and unvested equity awards, a mandatory exchange of Exchangeable Shares prior to closing, appraisal rights under Delaware law, and termination fee provisions ($351 million Company fee and $702 million Parent fee).

Dayforce, Inc. insider filing on Form 144 shows a proposed sale of 2,000 restricted common shares through Morgan Stanley Smith Barney with an aggregate market value of $137,900, scheduled approximately for 09/15/2025 on the NYSE. The filer acquired the shares as restricted stock on 02/24/2023 and indicates payment was completed on that date. The filing also discloses two recent sales by the same person of 2,000 shares on 08/15/2025 (gross proceeds $107,220) and 07/15/2025 (gross proceeds $110,020), implying ongoing disposition of small blocks of shares. The signer certifies no undisclosed material adverse information and references Rule 10b5-1 language but does not state a plan adoption date in the visible content.

Dayforce, Inc. (DAY) Form 4: Samer Alkharrat, EVP and Chief Revenue Officer, reported the sale of 3,233 shares of Dayforce common stock on 08/25/2025 at a price of $68.95 per share. The filing states the sales were effected under a Rule 10b5-1 trading plan adopted December 5, 2024. After the reported disposition, Alkharrat beneficially owns 124,399 shares, which include 90,723 unvested restricted stock units and 7,785 unvested performance stock units. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.

Dayforce, Inc. (DAY) Form 144 filed to report proposed sale of 3,233 common shares through Morgan Stanley Smith Barney, with an aggregate market value of $222,915.35. The shares were acquired as restricted stock on 06/09/2025 from the issuer. The filing identifies the approximate date of sale as 08/25/2025 and lists total shares outstanding of 157,800,916, indicating this block represents a very small fraction of outstanding stock. The notice also discloses prior sales by the same person in the past three months: 4,659 shares sold on 07/25/2025 for $278,095.71 and 664 shares sold on 06/25/2025 for $38,478.80. The filer certifies no undisclosed material information.

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.