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. (DAY) initial Form 3 shows 24,801,614 shares of Common Stock were reported as beneficially owned as of 10/02/2025. The shares are held indirectly by investment companies and managed accounts for which Price T Rowe Associates Inc. acts as investment adviser with investment discretion. The filer disclaims beneficial ownership except for any pecuniary interest.
T. Rowe Price Associates, Inc. reports beneficial ownership of 24,801,614 shares of Dayforce, Inc. common stock, representing 15.5% of the outstanding voting stock calculated from a total of 159,957,342 shares. The stake was built from the issuer's initial public offering and subsequent purchases at prices between $22.00 and $129.87 using cash from discretionary Funds and Accounts.
The Reporting Person says the position is held for investment purposes, has engaged with management and other stockholders, and on October 8, 2025 issued an open letter opposing the proposed acquisition by Thoma Bravo. T. Rowe intends to vote against the acquisition at the special meeting scheduled for November 12, 2025 and may reassess its holdings over time.
T. Rowe Price Associates, a major shareholder of Dayforce, Inc., is urging fellow stockholders to vote against the company’s proposed acquisition at the special meeting on November 12, 2025. T. Rowe Price states it owns approximately 25 million shares of Dayforce and describes the company as a standout SaaS success, approaching $2 billion of revenue about 13 years after the Ceridian-Dayforce combination.
The letter highlights strong product leadership, expansion into large enterprise and international markets, and rising revenue per client across roughly 7,000 customers. It cites company disclosures that bookings have grown about 40% year over year over the past three quarters and references management’s stated target of $1 billion in annual free cash flow over the next several years. T. Rowe Price argues that sector pessimism and focus on short-term metrics have pressured the stock and do not justify selling the company at what it views as an underwhelming valuation.
Samer Alkharrat, EVP and Chief Revenue Officer of Dayforce, Inc. (DAY), reported a sale of 3,232 shares of common stock on 09/25/2025 at $68.78 per share under a Rule 10b5-1 trading plan adopted on 12/05/2024. After the transaction he beneficially owns 121,167 shares. The filing notes that his holdings include 90,723 unvested restricted stock units and 7,785 unvested performance stock units.
The Form 4 was filed individually and executed by an attorney-in-fact on behalf of Mr. Alkharrat. No derivative transactions or other types of securities were reported in this filing.
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 Evercore Group'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. 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. 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.