Pentwater reports 5.9% Dayforce (DAY) ownership with 9.5M shares

Rhea-AI Filing Summary

Pentwater Capital Management LP and its control person Matthew Halbower report a significant ownership stake in Dayforce, Inc. common stock on a Schedule 13G. They report beneficial ownership of 9,500,000 shares, representing 5.9% of Dayforce’s outstanding common stock, based on 160,034,963 shares outstanding as of October 22, 2025.

The shares are held by funds advised by Pentwater, with shared voting and shared dispositive power over all reported shares and no sole voting or dispositive power. The filing states the position was acquired and is held in the ordinary course of business and not for the purpose of changing or influencing control of Dayforce.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Dayforce, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

15677J108

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 15677J108

1

Names of Reporting Persons

Pentwater Capital Management LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 9,500,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 9,500,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,500,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.9 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 15677J108

1

Names of Reporting Persons

Matthew Halbower

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 9,500,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 9,500,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,500,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.9 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Dayforce, Inc.
(b)	Address of issuer's principal executive offices: 3311 East Old Shakopee Road, Minneapolis, MN 55425
Item 2.
(a)	Name of person filing: This statement is filed by: (i) Pentwater Capital Management LP (the "Investment Manager"), a Delaware limited partnership, and the investment adviser to certain funds (the "Pentwater Funds"), with respect to the shares of common stock, par value $0.01 per share ("Common Stock"), of Dayforce, Inc., a Delaware corporation (the "Company"), directly held by the Pentwater Funds; and (ii) Mr. Matthew Halbower ("Mr. Halbower"), the sole shareholder of MCH PWCM Holdings Inc., the general partner of the Investment Manager, with respect to the shares of Common Stock directly held by the Pentwater Funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities and Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is 1001 10th Avenue South, Suite 216, Naples, FL 34102.
(c)	Citizenship: The Investment Manager is a Delaware limited partnership. Mr. Halbower is a citizen of the United States.
(d)	Title of class of securities: Common Stock, par value $0.01 per share
(e)	CUSIP No.: 15677J108
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 160,034,963 shares of Common Stock outstanding as of October 22, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the Securities and Exchange Commission on October 29, 2025.
(b)	Percent of class: 5.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 2(a). The Pentwater Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

Pentwater Capital Management LP

Signature:	/s/ Matthew Halbower
Name/Title:	By: MCH PWCM Holdings Inc., General Partner, By: Matthew Halbower, Chief Executive Officer
Date:	02/17/2026

Matthew Halbower

Signature:	/s/ Matthew Halbower
Name/Title:	Matthew Halbower, Individually
Date:	02/17/2026

Exhibit Information

Exhibit 99.1: Joint Filing Agreement

FAQ

What ownership stake in Dayforce (DAY) does Pentwater report on this Schedule 13G?

Pentwater reports beneficial ownership of 5.9% of Dayforce’s common stock. The filing states that Pentwater-advised funds hold 9,500,000 shares of Dayforce common stock, based on 160,034,963 shares outstanding as of October 22, 2025, as disclosed in Dayforce’s Form 10-Q.

How many Dayforce (DAY) shares does Pentwater Capital Management beneficially own?

Pentwater Capital Management reports beneficial ownership of 9,500,000 Dayforce shares. These shares of common stock are held by certain Pentwater funds, with Pentwater and Matthew Halbower having shared voting and shared dispositive power, and no sole voting or dispositive authority over the position.

Who are the reporting persons on the Dayforce (DAY) Schedule 13G filing?

The reporting persons are Pentwater Capital Management LP and Matthew Halbower. Pentwater acts as investment adviser to the Pentwater funds holding Dayforce shares, while Halbower is the sole shareholder of MCH Holdings Inc., the general partner of Pentwater, giving him indirect beneficial ownership over the reported shares.

Is Pentwater’s Dayforce (DAY) stake intended to influence control of the company?

The filing states the Dayforce stake is not for changing or influencing control. Pentwater certifies the securities were acquired and are held in the ordinary course of business, not in connection with any transaction designed to change or influence control of Dayforce, other than limited nomination-related activities cited in the certification.

What voting and dispositive powers does Pentwater have over its Dayforce (DAY) shares?

Pentwater reports shared voting and shared dispositive power over all 9,500,000 shares. The filing indicates zero sole voting power and zero sole dispositive power, meaning decisions regarding voting and disposition of the Dayforce shares are shared rather than controlled individually by any single reporting person.

On what share count is Pentwater’s 5.9% Dayforce (DAY) ownership based?

The 5.9% ownership is based on 160,034,963 Dayforce shares outstanding. This total outstanding common stock figure comes from Dayforce’s Form 10-Q for the quarter ended September 30, 2025, which reported 160,034,963 shares outstanding as of October 22, 2025.