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.
Dayforce, Inc.'s SEC filings document the company's HCM software business, material-event disclosures, and completed transition from a listed public company to a private company following its acquisition by affiliates of Thoma Bravo. The record includes Form 8-K disclosures for the merger completion, material agreements, supplemental indenture activity tied to convertible notes, shareholder voting matters, proxy-related litigation disclosures, and operating results.
Later corporate-status filings document removal of Dayforce common stock from listing and registration on the New York Stock Exchange through Form 25 and termination of Exchange Act registration or reporting obligations for its common stock through Form 15. Governance, capital-structure, and reporting-status disclosures frame the company's post-acquisition public-company history.
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.
Dayforce (DAY): Form 4 transaction reported. T. Rowe Price Associates, Inc. reported the sale of 25,005 shares of Dayforce common stock on 11/03/2025 at a weighted average price of $68.6901 per share, with individual sale prices ranging from $68.69 to $68.73.
Following the transaction, the reporting person beneficially owned 24,718,266 shares indirectly. According to the footnotes, these securities are held by registered investment funds and separately 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.
Dayforce, Inc. (DAY) reported an insider transaction on a Form 4. On 11/01/2025, an officer (EVP, CSPTO) executed a Code F transaction involving 2,250 shares of common stock at $68.74 per share. Following the transaction, the reporting person beneficially owned 236,063 shares.
The filing notes that this total includes 108,821 unvested restricted stock units. The filing was made by attorney-in-fact on behalf of the reporting person.
Dayforce, Inc. (DAY) disclosed an insider transaction on a Form 4. President and COO Stephen Holdridge reported a transaction on 11/01/2025 coded F, disposing of 3,997 shares of common stock at $68.74 per share. Following the transaction, he directly beneficially owned 180,814 shares.
A footnote states this balance includes 117,683 unvested restricted stock units. The filing reflects a single reporting person and indicates direct ownership.
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.