Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| 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)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
MARYLAND
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 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
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| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| 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. %
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| (c) | Number of shares as to which the person has:
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| (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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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