T. Rowe Price urges Dayforce (DAY) investors to reject proposed acquisition
Rhea-AI Filing Summary
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.
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Insights
Large shareholder opposes Dayforce sale, citing strong growth and valuation concerns.
T. Rowe Price Associates uses this exempt solicitation to explain why it will vote against Dayforce, Inc.’s proposed acquisition. It emphasizes its role as a long-term holder, with approximately 25 million shares, and frames Dayforce as a high-quality SaaS platform approaching $2 billion of revenue about 13 years after the Ceridian-Dayforce combination.
The communication underscores operating momentum: bookings growing about 40% year over year over the past three quarters, roughly 7,000 customers, and management’s stated goal of $1 billion in annual free cash flow over the next several years as reiterated in the September 29, 2025 merger proxy. On that basis, T. Rowe Price views current sector pessimism and valuation as not compelling reasons to sell.
This letter is significant because it signals organized opposition from a large institutional investor ahead of the November 12, 2025 special meeting. The actual impact will depend on how other shareholders weigh the company’s growth profile and free cash flow target against the terms of the proposed acquisition as described in the merger proxy.
U.S. Securities and Exchange Commission
Washington, DC 20549
Notice of Exempt Solicitation
Submitted Pursuant to Rule 14a-6(g)
1. Name of the Registrant: Dayforce, Inc.
2. Name of person relying on exemption: T. Rowe Price Associates, Inc.
3. Address of person relying on exemption: 1307 Point Street, Baltimore, MD 21231
4. Written materials required to be submitted pursuant to Rule 14a-6(g)(1):
| ● | Letter to Dayforce, Inc. shareholders |
Important Notice: This communication is being provided as an exempt solicitation pursuant to SEC Rule 14a-2(b)(1) and Rule 14a-6(g)(1). It is not a solicitation of proxy authority, and no proxy cards are being requested or accepted by the filer. Please do not send the filer your proxy card – the filer will not vote proxies on your behalf. This communication may be disseminated to Dayforce, Inc. shareholders via telephone, U.S. mail, e-mail, certain websites and certain social media venues.
The cost of distributing this letter and communication is being borne entirely by the filer.
The information herein reflects the filer’s perspectives as of the date of this communication, based on publicly available sources and Dayforce, Inc. disclosures believed to be reliable. However, the filer does not guarantee its accuracy or completeness. This material is provided for informational purposes and to encourage shareholder engagement on the issues covered in this communication; it should not be construed as investment advice or as a recommendation to buy or sell any securities. Furthermore, nothing here should be interpreted as a solicitation of any proxy vote. To cast your votes in any shareholder meeting, please follow the official instructions on the proxy card or voting instruction form provided by Dayforce, Inc. The filer is not able to vote your proxies, nor does the filer seek to do so with this communication.
(Written material follows on next page)
October 8, 2025
Dear fellow Dayforce, Inc. Stockholders:
T. Rowe Price Associates (“we”, “our” and “us”) is a committed investor in, and strong advocate of, Dayforce, Inc. (“Dayforce” or the “Company”). We were investors in Dayforce’s IPO in 2018, have supported the Company throughout its journey in the public markets, and have grown our equity stake over the last six months. Today, we own approximately 25 million shares of Dayforce’s common stock, making us one of the Company’s largest shareholders.
We view Dayforce as one of the software industry’s standout success stories: a SaaS innovator approaching $2 billion of revenue just 13 years after the Ceridian-Dayforce combination, built under the entrepreneurial leadership of its founder and CEO. Dayforce possesses a rare combination of attributes: market leadership in a large and growing industry, durable competitive advantages, a proven track record of product innovation, clear ROI for customers, industry-leading retention, and strategically important technology.
Dayforce’s success is in large part the result of its visionary product leadership — from building a differentiated core platform in the 2010s to rapidly innovating into adjacent products and scaling to meet the needs of larger, global customers since then. The Company has reached a critical inflection in its lifecycle as Dayforce has clearly distanced itself from peers in its core market, successfully expanded into the large enterprise / international markets, and begun increasing revenue per client by selling more products to its approximately 7,000 customers. This inflection has created powerful momentum in the business with bookings growing 40% year over year over the past three quarters, according to the Company’s public disclosures.
Building Dayforce’s differentiated asset and growth runway required years of significant investment. The Company is now positioned to harvest those investments, with profitability beginning to rapidly improve over the past year under management’s leadership. Altogether, we believe the business is on track to deliver on management’s stated target of $1 billion of annual free cash flow over the next several years, as reiterated in the merger proxy statement filed by the Company with the SEC on September 29, 2025.
Despite Dayforce’s successful execution and exciting future, we believe the stock has been pressured by misplaced short-term pessimism on the sector as a whole and investor focus on metrics that are not reflective of the underlying strength in the business. In our view, these forces are temporary and do not justify selling the Company at an underwhelming valuation at this time. We would be happy to continue being investors in and supporting Dayforce as a public company. With its advantaged technology, strong leadership, and large market opportunity, we believe the Company’s most promising days lie ahead. As such, we intend to vote against the proposal to approve the proposed acquisition being presented at Dayforce’s upcoming special meeting of stockholders to be held on November 12, 2025.
For Media Inquires Contact: Bill Benintende, bill.benintende@troweprice.com
