--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-26-003628" form_type: "8-K" ticker: null cik: "0001725057" company_name: "Dayforce, Inc." filed_at: "2026-02-04T23:59:59+00:00" generated_at: "2026-05-16T04:58:01.460306+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Thoma Bravo completes $70/share acquisition of Dayforce; Dayforce goes private ## Summary - 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. ## SEC filing metadata - accession: 0001140361-26-003628 - form_type: 8-K - cik: 0001725057 - company_name: Dayforce, Inc. - filed_at: 2026-02-04T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 1.02, 2.01, 3.01, 5.01, 5.02, 5.03, 8.01, 3.02, 3.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1725057/000114036126003628/0001140361-26-003628-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1725057/000114036126003628/ef20064744_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-26-003628 - JSON: https://secwatch.observer/filing/0001140361-26-003628.json - Plain text: https://secwatch.observer/filing/0001140361-26-003628.txt ## Source-grounded claims - claim_id: 49e2a11101f7e554894a298783bd219448138039 claim: Dayforce, Inc.: Amended and restated bylaws in connection with merger. evidence_excerpt: the bylaws of the Company were amended and restated in their entirety. evidence_url: https://www.sec.gov/Archives/edgar/data/1725057/000114036126003628/0001140361-26-003628-index.htm - claim_id: a57c90cbfeb519ceb83edaae04472b0911ac0d72 claim: Dayforce, Inc.: Amended and restated certificate of incorporation in connection with merger. evidence_excerpt: the Company’s certificate of incorporation as in effect immediately prior to the Merger was amended and restated in its entirety. evidence_url: https://www.sec.gov/Archives/edgar/data/1725057/000114036126003628/0001140361-26-003628-index.htm - claim_id: 3f79b11d50dc8fddcc3cbd527d32557e6be4a8b6 claim: Dayforce, Inc. underwent a change of control involving Dayforce Bidco, LLC for $70.00 in cash (closed 2026-02-04). evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1725057/000114036126003628/0001140361-26-003628-index.htm - claim_id: 15220516e371f76d24d20c0e6ec1c8a12376523c claim: Dayforce, Inc. amended Convertible Notes Supplemental Indenture with Computershare Trust Company, N.A. (effective 2026-02-04). evidence_excerpt: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1725057/000114036126003628/0001140361-26-003628-index.htm - claim_id: 36f5863d70eaa1d9541d02c0870001da09317c24 claim: Dayforce, Inc. terminated Capped Call Transactions with certain financial institutions (effective 2026-02-04). evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1725057/000114036126003628/0001140361-26-003628-index.htm - claim_id: fa3335b2eb437119eec8f9a5c2f0476f9d001dd2 claim: Dayforce, Inc. terminated Credit Agreement with JPMorgan Chase Bank, N.A., as collateral agent and administrative agent. evidence_excerpt: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1725057/000114036126003628/0001140361-26-003628-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.