[SCHEDULE 13D] Dayforce, Inc. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Significant stake of 24,801,614 shares (representing 15.5%) gives substantial shareholder influence
• Built position via IPO and market purchases at prices between $22.00 and $129.87, showing diversified purchase history
• Active engagement with management and other stockholders indicates stewardship rather than passive holding

Negative

• Public opposition to the Proposed Acquisition by Thoma Bravo increases near-term governance uncertainty
• Intention to vote against the deal on November 12, 2025 could complicate or delay the transaction
• Position may be adjusted (future purchases or disposals possible), creating potential trading volatility

Insights

Institutional Investor Strategist

Large passive stake signals active stewardship, not a takeover attempt.

The Reporting Person holds 24,801,614 shares, or 15.5%, acquired via the IPO and open-market purchases; this size typically creates leverage to influence an outcome without seeking control. The statement emphasizes investment intent while reserving usual portfolio actions such as additional purchases or disposals.

Key dependencies include the upcoming proxy vote on November 12, 2025 and any board responses to engagement. Watch proxy vote results and any further public letters or negotiated settlements in the near term.

Corporate Governance Analyst

Opposition to the acquisition is a governance event with immediate voting impact.

The Reporting Person publicly opposed the Proposed Acquisition and will vote against it, increasing the probability that informed institutional voting could affect approval thresholds. The filing disclaims plans for a control transaction or director solicitation, limiting the scope to shareholder engagement and voting.

Monitor disclosure of other large holders' votes and any revised transaction terms or board recommendations before the special meeting on November 12, 2025.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Dayforce, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

15677J108

(CUSIP Number)

Ellen York
T. Rowe Price Associates, Inc., 1307 Point Street
Baltimore, MD, 21231
410-345-4676

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/08/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 15677J108

1

Name of reporting person

PRICE T ROWE ASSOCIATES INC /MD/

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MARYLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 24,000,024.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 24,801,614.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

24,801,614.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.5 %

14

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person:

(1) Based on 159,957,342 shares of voting stock of the Issuer, comprised of 158,006,476 shares of Common Stock outstanding as of September 25, 2025 and an additional 1,950,866 shares of Common Stock issuable upon exchange of the Exchangeable Shares of the Issuer outstanding as of such date, as reported in the Proxy Statement filed with the SEC on September 29, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Dayforce, Inc.
(c)	Address of Issuer's Principal Executive Offices: 3311 EAST OLD SHAKOPEE ROAD, MINNEAPOLIS, MINNESOTA , 55425.
Item 2.	Identity and Background
(a)	This statement is filed by T. Rowe Price Associates, Inc., a Maryland corporation (the "Reporting Person"). This statement supersedes the Schedule 13G as last amended by Amendment No. 7 filed on June 6, 2025, filed by T. Rowe Price Associates, Inc. relating to shares of Common Stock of the Issuer. Set forth in the attached Schedule A and incorporated herein by reference is a listing of the information, including name, principal place of business, and citizenship, concerning each executive officer and director of the Reporting Person (collectively, the "Covered Persons") as required by Instruction C of Schedule 13D. Any disclosures herein with respect to persons other than the Reporting Person are made on information and belief after making inquiry to the appropriate party.
(b)	The principal business address of the Reporting Person is 1307 Point Street, Baltimore, Maryland 21231.
(c)	The Reporting Person is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and is engaged in the business of rendering investment advisory, sub-advisory and supervisory services to investment companies (the "Funds") registered under the Investment Company Act of 1940, as amended, as well as to individually managed accounts for institutional and other clients (the "Accounts").
(d)	Neither the Reporting Person, nor, to the best of its knowledge, any Covered Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or other similar misdemeanors).
(e)	Neither the Reporting Person, nor, to the best of its knowledge, any Covered Person has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is a Maryland corporation. The citizenship of each Covered Person is set forth on Schedule A and incorporated herein by reference.
Item 3.	Source and Amount of Funds or Other Consideration
	The 24,801,614 shares of Common Stock reported herein are held on behalf of Funds and Accounts managed by the Reporting Person on a discretionary basis and were acquired by the Reporting Person in the Issuer's initial public offering and from time to time in the normal course of business at purchase prices ranging from $22.00 to $129.87 using the cash reserves of the respective Funds and Accounts.
Item 4.	Purpose of Transaction
	The Reporting Person acquired the shares of Common Stock reported herein for investment purposes in the ordinary course of business. The Reporting Person acquired such shares of Common Stock because it believed that the shares of Common Stock reported herein, when purchased, represented an attractive investment opportunity. On October 8, 2025, the Reporting Person issued an open letter outlining the reasons for its opposition to the proposed acquisition of the Issuer by Thoma Bravo (the "Proposed Acquisition") as described in the Definitive Proxy Statement on Schedule 14A filed by the Issuer with the SEC on September 29, 2025 (the "Proxy Statement"). A copy of the letter is filed as Exhibit 1 hereto and is incorporated by reference herein. Representatives of the Reporting Person have previously engaged, and may continue to engage, in discussions with members of the Issuer's management and board, other stockholders and affiliates of any of the foregoing, and other interested persons regarding, among other things, the Proposed Acquisition, as well as the Issuer's business, prospects, and strategies to enhance stockholder value. In addition, the Reporting Person intends to vote against the proposal to approve the Proposed Acquisition being presented at the upcoming special meeting of stockholders of the Issuer to be held on November 12, 2025 as described in the Proxy Statement. The Reporting Person intends to review its investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer's financial position and strategic direction, actions taken by the Issuer's board, price levels of the Common Stock, other investment opportunities available to the Reporting Person, conditions in the securities market and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including, without limitation, purchasing additional shares of Common Stock and/or other equity, debt, notes, instruments or other securities of the Issuer (collectively, "Securities"), disposing of any or all of its Securities, in the open market or otherwise, at any time and from time to time, and engaging in short selling of or any hedging or similar transactions with respect to the Securities. The Reporting Person may, at any time and from time to time, review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect to its investment in the Common Stock. The Reporting Person does not intend to, nor does it reserve the right to, engage in a control transaction, or any contested solicitation for the election of directors, with respect to the Issuer. Except as set forth herein, the Reporting Person has no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(i) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D are incorporated by reference into this Item 5.
(b)	The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D are incorporated by reference into this Item 5.
(c)	Information concerning transactions in the Common Stock effected by the Reporting Person during the past sixty days is set forth in Schedule B hereto and is incorporated by reference herein.
(d)	The Reporting Person does not serve as custodian of the assets of any of its clients; accordingly, in each instance only the client or the client's custodian or trustee bank has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. The ultimate power to direct the receipt of dividends paid with respect to, and the proceeds from the sale of, such securities, is vested in the individual and institutional clients which the Reporting Person serves as investment adviser. Any and all discretionary authority which has been delegated to the Reporting Person may be revoked in whole or in part at any time. Not more than 5% of the class of such securities is owned by any one client subject to the investment advice of the Reporting Person.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Except as set forth herein, there are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person with respect to the Common Stock.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 Letter dated October 8, 2025

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

PRICE T ROWE ASSOCIATES INC /MD/

Signature:	/s/ Ellen York
Name/Title:	Ellen York, Vice President
Date:	10/08/2025

FAQ

How many Dayforce (DAY) shares does T. Rowe Price own?

T. Rowe Price beneficially owns 24,801,614 shares, representing 15.5% of voting stock.

What action did T. Rowe Price take regarding the Thoma Bravo acquisition of Dayforce (DAY)?

On October 8, 2025 T. Rowe Price issued an open letter opposing the Proposed Acquisition and intends to vote against the proposal at the special meeting.

When is the Dayforce special meeting to vote on the acquisition?

The special meeting to vote on the Proposed Acquisition is scheduled for November 12, 2025.

How were the shares acquired by T. Rowe Price?

Shares were acquired in the issuer's initial public offering and subsequently in the normal course of business at prices between $22.00 and $129.87.

Does T. Rowe Price plan to seek control of Dayforce (DAY)?

No. The filing states T. Rowe Price does not intend to engage in a control transaction or a contested solicitation for board election.