8-K
filed February 4, 2026, 6:59 PM ET
CIK 0001725057
M&A
confidence high
sentiment neutral
materiality 1.00
Dayforce, Inc.: M&A transaction — Thoma Bravo completes $70/share acquisition of Dayforce; Dayforce goes private
Dayforce, Inc.
- Shareholders received $70.00 cash per share; financing from Thoma Bravo equity funds and third-party debt.
- Dayforce common stock delisted from NYSE and TSX; company will file Form 15 to terminate SEC registration.
- Board of directors replaced: David Ossip, Brent Bickett, and seven others resigned; Nicholas Cucci, Jeffrey Jacobs, William McDonald appointed.
- Convertible notes due 2026 modified: conversion now into cash = $529.487 per $1,000 principal (based on $70.00 per share).
- Credit agreement terminated and all outstanding loans repaid concurrently with merger closing.
Key facts
Extracted from this filing and checked against the source text.
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
Dayforce, Inc. issued 1,950,866 shares of Company Common Stock of common stock to holders of the outstanding exchangeable shares of Ceridian AcquisitionCo ULC not held by the Company or its subsidiaries for in exchange for all of the outstanding exchangeable shares of Ceridian AcquisitionCo ULC not held by the Company or its subsidiaries on a 1-1 basis.
- Security
- common stock
- Shares
- 1,950,866 shares of Company Common Stock
- Purchaser
- holders of the outstanding exchangeable shares of Ceridian AcquisitionCo ULC not held by the Company or its subsidiaries
- Consideration
- in exchange for all of the outstanding exchangeable shares of Ceridian AcquisitionCo ULC not held by the Company or its subsidiaries on a 1-1 basis
Exact text from the filing
On February 3, 2026, the Company issued 1,950,866 shares of Company Common Stock to holders of the outstanding exchangeable shares of Ceridian AcquisitionCo ULC not held by the Company or its subsidiaries, in exchange for all of the outstanding exchangeable shares of Ceridian AcquisitionCo ULC not held by the Company or its subsidiaries on a 1-1 basis.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Dayforce, Inc.: Amended and restated bylaws in connection with merger.
- Change
- bylaw amendment
Exact text from the filing
the bylaws of the Company were amended and restated in their entirety.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Dayforce, Inc.: Amended and restated certificate of incorporation in connection with merger.
- Change
- charter amendment
Exact text from the filing
the Company’s certificate of incorporation as in effect immediately prior to the Merger was amended and restated in its entirety.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Dayforce, Inc. underwent a change of control involving Dayforce Bidco, LLC for $70.00 in cash (closed 2026-02-04).
- Action
- change of control
- Counterparty
- Dayforce Bidco, LLC
- Consideration
- $70.00 in cash
- Closing
- 2026-02-04
Exact text from the filing
and outstanding immediately prior to the Effective Time (subject to certain exceptions set forth in the Merger Agreement) was automatically converted into the right to receive $70.00 in cash, without interest (the “Merger Consideration”); ● each vested Company stock option issued and outstanding immediately prior to the Effective Time with an exercise price
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Dayforce, Inc. amended Convertible Notes Supplemental Indenture with Computershare Trust Company, N.A. (effective 2026-02-04).
- Action
- amendment
- Agreement
- notes offering
- Counterparty
- Computershare Trust Company, N.A.
- Effective
- 2026-02-04
Exact text from the filing
On February 4, 2026, the Company and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (the “Trustee”), entered into the First Supplemental Indenture, dated as of February 4, 2026 (the “Convertible Notes Supplemental Indenture”) to the Indenture, dated as of March 5, 2021, by and between the Company and the Trustee (the “Convertible Notes Original Indenture” and, together with the Convertible Notes Supplemental Indenture, the “Convertible Notes Indenture”), relating to the Company’s 0.25% Convertible Senior Notes due 2026 (the “Convertible Notes”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Dayforce, Inc. terminated Capped Call Transactions with certain financial institutions (effective 2026-02-04).
- Action
- termination
- Counterparty
- certain financial institutions
- Effective
- 2026-02-04
Exact text from the filing
On February 4, 2026, the Company entered into unwind agreements with each Capped Call Counterparty pursuant to which, in the aggregate, all Capped Call Transactions were terminated in exchange for a nominal payment in favor of the Company.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Dayforce, Inc. terminated Credit Agreement with JPMorgan Chase Bank, N.A., as collateral agent and administrative agent.
- Action
- termination
- Agreement
- credit facility
- Counterparty
- JPMorgan Chase Bank, N.A., as collateral agent and administrative agent
Exact text from the filing
Concurrently with the closing of the Merger, the Company terminated all commitments outstanding under, and repaid all outstanding loans and other amounts due under, the Credit Agreement, dated as of February 29, 2024 (as amended by that certain First Amendment to Credit Agreement, dated as of February 14, 2025, the “Credit Agreement”), by and among the Company, the lenders and other parties from time to time party thereto, and JPMorgan Chase Bank, N.A., as collateral agent and administrative agent (the “Agent”).
View on SEC.gov
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