T. Rowe Price discloses passive 15.3% stake in Dayforce via 13G

Rhea-AI Filing Summary

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.

Insights

Equity ownership & governance analyst

T. Rowe Price reports a 15.3% passive stake via 13G.

T. Rowe Price Associates now reports holdings on a Schedule 13G, signaling a passive ownership stance versus an activist 13D posture. The filing lists 24,743,271 shares beneficially owned, with sole voting power over 23,941,296 and sole dispositive power over 24,743,271, and no shared powers.

The stated base for the percentage is 161,985,829 voting shares, including 160,034,963 outstanding as of Oct 22, 2025 and 1,950,866 issuable upon exchange as of Sep 25, 2025. The certification affirms the holdings were acquired and are held in the ordinary course, not to influence control.

Client accounts retain rights to dividends and sale proceeds, and no single client exceeds 5% of the class. Any changes in ownership or intent would be reflected in subsequent beneficial ownership reports.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Dayforce, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

15677J108

(CUSIP Number)

11/03/2025

(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

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

Citizenship or Place of Organization

MARYLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 23,941,296.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 24,743,271.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

24,743,271.00

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)

15.3 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: Ownership is based on 161,985,829 shares of voting stock of the Issuer, comprised of 160,034,963 shares of Common Stock outstanding as of October 22, 2025, as reported in the Form 10-Q filed with the SEC on October 29, 2025, and an additional 1,950,866 shares of Common Stock issuable upon exchange of the Exchangeable Shares of the Issuer outstanding as of September 25, 2025, as reported in the Proxy Statement filed with the SEC on September 29, 2025. This Schedule 13G operates as an amendment to the Schedule 13D filed by the Reporting Person with respect to the Issuer on October 8, 2025 (the "Prior Schedule 13D"). The shares of Common Stock beneficially owned by the Reporting Person are not held with any purpose, or with the effect of, changing or influencing control of the Issuer. In accordance with Rule 13d-1(h), the Reporting Person is filing this Schedule 13G to replace the Prior Schedule 13D in its entirety.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Dayforce, Inc.
(b)	Address of issuer's principal executive offices: 3311 EAST OLD SHAKOPEE ROAD, MINNEAPOLIS, MINNESOTA, 55425.
Item 2.
(a)	Name of person filing: T. Rowe Price Associates, Inc.
(b)	Address or principal business office or, if none, residence: 1307 Point Street, Baltimore, MD 21231
(c)	Citizenship: Maryland
(d)	Title of class of securities: Common Stock
(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: Reference is made to Items 5-11 on the preceding pages of this Schedule 13G.
(b)	Percent of class: Reference is made to Items 5-11 on the preceding pages of this Schedule 13G.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Reference is made to Items 5-11 on the preceding pages of this Schedule 13G.
	(ii) Shared power to vote or to direct the vote: Reference is made to Items 5-11 on the preceding pages of this Schedule 13G.
	(iii) Sole power to dispose or to direct the disposition of: Reference is made to Items 5-11 on the preceding pages of this Schedule 13G.
	(iv) Shared power to dispose or to direct the disposition of: Reference is made to Items 5-11 on the preceding pages of this Schedule 13G.
Item 5.	Ownership of 5 Percent or Less of a Class.
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. 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.
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.

PRICE T ROWE ASSOCIATES INC /MD/

Signature:	Ellen York
Name/Title:	Vice President
Date:	11/03/2025

FAQ

What stake did T. Rowe Price report in Dayforce (DAY)?

T. Rowe Price reported beneficial ownership of 24,743,271 shares, representing 15.3% of Dayforce’s common stock.

Is T. Rowe Price’s Dayforce position passive or active?

The filing is a Schedule 13G and states the shares are held without the purpose or effect of changing or influencing control.

What voting and dispositive powers did T. Rowe Price report?

It reported 23,941,296 shares with sole voting power and 24,743,271 shares with sole dispositive power; 0 shared power.

What share count did the 15.3% ownership percentage rely on?

It was based on 161,985,829 voting shares: 160,034,963 outstanding as of October 22, 2025 and 1,950,866 issuable upon exchange as of September 25, 2025.

Why did T. Rowe Price file a 13G instead of a 13D?

It states the shares are held in the ordinary course and not to influence control, and the 13G replaces a prior 13D in its entirety.

Who receives dividends and sale proceeds for the reported shares?

Clients (or their custodians/trustee banks) retain rights to dividends and sale proceeds; no single client owns more than 5% of the class.