UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

___________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~October 1122, 2025

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Dayforce, Inc.

(Exact name of Registrant as Specified in Its Charter)

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Delaware	001-38467	46-3231686
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Delaware		001-38467	46-3231686
3311 East Old Shakopee Road, Minneapolis, MN	55425
(State or Other Jurisdictionof Incorporation)		(Commission File Number)	(IRS EmployerIdentification No.)
(Address of Principal Executive Offices)	(Zip Code)

3311 East Old Shakopee Road,Minneapolis, MN						55425
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: (952) 853-8100

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

o ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

~~TradingSymbol~~

~~Name of each exchangeon which registered~~

Common stock, $0.01 par value

DAY

New York Stock Exchange

~~DAY~~

~~New York Stock Exchange~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o☐

Item 8.01

Other Events.

OnAs ~~September~~previously 11disclosed, on August 20, 2025, Dayforce, Inc. (the “Company” or “Dayforce”) entered into aan ~~commitment~~Agreement ~~agreement~~and ~~with~~Plan ~~Nationwide~~of ~~Life~~Merger &(the “Merger ~~Annuity~~Agreement”) ~~Insurance~~with ~~Company~~Dawn ~~and~~Bidco, ~~Nationwide~~LLC, ~~Life~~a ~~Insurance~~Delaware ~~Company~~limited ~~(collectively,~~liability ~~the~~company (“~~Insurer~~Parent”), ~~under~~and ~~which~~Dawn ~~the~~Acquisition ~~Company’s~~Merger ~~pension~~Sub, ~~plan~~Inc., ~~provided~~a toDelaware ~~certain~~corporation ~~current~~ and ~~former~~a ~~U.S.~~direct ~~employees~~wholly ~~(as~~owned ~~amended,~~subsidiary ~~the~~of Parent (“~~Plan~~Merger Sub”), ~~purchased~~pursuant ato ~~nonparticipating~~which, ~~single~~on ~~premium~~the ~~group~~terms and ~~annuity~~subject ~~contract~~to ~~that~~the conditions of the Merger Agreement, Merger Sub will ~~transfer~~merge towith and into the ~~Insurer~~Company ~~all~~(the of“Merger”), with the ~~Plan’s~~Company ~~defined~~surviving ~~benefit~~the ~~pension~~Merger ~~obligations~~as a wholly owned subsidiary of Parent.

~~The~~Among ~~transfer~~other ofthings, the ~~Plan’s~~completion ~~defined~~of ~~benefit~~the ~~pension~~Merger ~~obligations~~ is ~~expected~~conditioned toupon bethe ~~completed~~expiration inor termination of the ~~third~~waiting ~~quarter~~period ofapplicable ~~2025.~~to ~~The~~the ~~contract~~Merger ~~covers~~under ~~approximately~~the ~~6,200~~Hart-Scott-Rodino ~~participants~~Antitrust ~~and~~Improvements ~~beneficiaries,~~Act ~~subject~~of to1976, ~~certain~~as ~~adjustments~~amended (the “~~Transferred~~HSR ~~Participants~~Waiting Period”). ~~Under~~and ~~the~~on ~~group~~receipt ~~annuity~~of ~~contract,~~approval under the ~~Insurer~~Competition ~~has~~Act ~~made~~(Canada). The anHSR ~~irrevocable~~Waiting ~~commitment~~Period expired on October 20, ~~and~~2025. As ~~will~~of beOctober ~~solely~~20, ~~responsible~~2025, tothe ~~pay~~conditions of the ~~pension~~Merger ~~benefits~~in respect of ~~each~~the ~~Transferred~~Competition ~~Participant~~Act ~~that~~(Canada) ~~are~~were ~~due~~also onmet. ~~and~~The ~~after~~closing ~~December~~of the 1,Merger ~~2025.~~remains ~~The~~subject ~~transaction~~to ~~will~~the ~~not~~receipt ~~result~~of inthe ~~any~~remaining ~~changes~~required toregulatory ~~the~~clearances ~~amount~~and ofapprovals ~~benefits~~and ~~payable~~other tocustomary ~~the~~closing ~~Transferred~~conditions ~~Participants~~including shareholder approval.

~~The~~Additional ~~purchase~~Information ~~of the group annuity contract will be funded by Plan assets~~ and aWhere ~~cash contribution by the Company of approximately $7 million. As a result of the purchase of the group annuity contract, the Company expects~~ to ~~recognize~~Find a one-time non-cash pre-tax pension settlement charge of approximately $170 million to $190 million in the third quarter of 2025. The actual charge will depend on finalization of the actuarial and other assumptions.It

~~Forward-Looking~~In ~~Statements~~connection with the proposed transaction between Dayforce and Thoma Bravo, Dayforce has filed and will file relevant materials with the U.S. Securities and Exchange Commission (“SEC”) and Canadian securities regulators, including the definitive Proxy Statement of Dayforce (the “Proxy Statement”), which was filed with the SEC on September 29, 2025. Dayforce has mailed the Proxy Statement to its stockholders and holders of exchangeable shares. DAYFORCE URGES YOU TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT DAYFORCE, THOMA BRAVO, THE PROPOSED TRANSACTION AND RELATED MATTERS. You are able to obtain a free copy of the Proxy Statement and other related documents (when available) filed by Dayforce with the SEC at the website maintained by the SEC at https://www.sec.gov. You are also able to obtain a free copy of the Proxy Statement and other documents (when available) filed by Dayforce with the SEC by accessing the investor relations section of Dayforce’s website at https://investors.dayforce.com or by contacting Dayforce investor relations at investors@dayforce.com or calling (844) 829-9499.

~~Statements~~Participants in ~~this Current Report on Form 8-K concerning~~ the expected pension settlement charges and other financial and non-financial items that are not historical facts are “forward-looking statements” as the term is defined under applicable federal securities laws. Words such as “anticipate,” “assume,” “believe,” “can,” “could,” “estimate,” “forecast,” “intend,” “expect,” “may,” “project,” “plan,” “seek,” “should,” “target,” “will,” “would” and their opposites and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those statements. Such risks, trends and uncertainties are, in most instances, beyond the Company’s control, and include the amount of Plan annuitization settlement fees, as well as other risks described in the Company’s Annual Report on Form 10-K and the Company’s other public disclosures and filings with the Securities and Exchange Commission. Forward-looking statements, which speak as of the date of this filing, are not updated to reflect events or circumstances after the date of such statements.Solicitation

Dayforce and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Dayforce stockholders in connection with the merger.

Information regarding the directors and executive officers of Dayforce, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth (i) in Dayforce’s definitive proxy statement for its 2025 Annual Meeting of Stockholders, including under the headings “Proposal One: Election of Directors,” “Executive Team,” “Compensation Discussion and Analysis,” “Executive Compensation Tables,” and “Certain Relationships and Related Party Transactions,” which was filed with the SEC on March 13, 2025 and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1725057/000172505725000064/day-20250313.htm, (ii) in the Proxy Statement, including under the headings “The Merger - Interests of the Company’s Directors and Executive Officers in the Merger” and “Security Ownership of Certain Beneficial Owners and Management” which was filed with the SEC on September 29, 2025 and is available at https://www.sec.gov/Archives/edgar/data/1725057/000114036125036413/ny20054883x2_defm14a.htm and (iii) to the extent holdings of Dayforce’s securities by its directors or executive officers have changed since the amounts set forth in the Proxy Statement, such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC, which are available at EDGAR Search Results https://www.sec.gov/edgar/browse/?CIK=0001725057&owner=only.

Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are or will be contained in the Proxy Statement and other relevant materials to be filed with the SEC when they become available. You may obtain free copies of these documents through the website maintained by the SEC at https://www.sec.gov.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Dayforce, Inc.
	DAYFORCE, INC.
Date: September 15, 2025			By:	/s/ William E. McDonald
Date: October 22, 2025	By:	/s/ William E. McDonald
	Name:	William E. McDonald	~~Name:~~	~~William E. McDonald~~
	Title:	Executive Vice President, Chief Legal and Compliance Officer, and Corporate Secretary	~~Title:~~	~~Executive Vice President, Chief Legal andCompliance Officer, and Corporate Secretary~~

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