Dayforce, Inc. 8-K

What Happened

• Dayforce announced completion of the merger with Thoma Bravo (the Merger) and filed a Current Report on Form 8‑K dated February 4, 2026. The filing includes corporate governance changes and notices related to the company’s outstanding convertible notes.
• On February 3, 2026, Dayforce issued 1,950,866 shares of its common stock to holders of exchangeable shares of Ceridian AcquisitionCo ULC (not held by the company or its subsidiaries) in a 1-for-1 exchange; these sales were made pursuant to the Section 4(a)(2) private placement exemption.
• The company attached a joint press release with Thoma Bravo announcing completion of the Merger (Exhibit 99.2) and provided a notice to holders of its 0.25% Convertible Senior Notes due 2026 regarding a supplemental indenture, repurchase/convertibility rights, and related matters (Exhibit 99.1).

Key Details

• Merger completion and related filings reported on February 4, 2026.
• 1,950,866 shares of Company common stock issued on February 3, 2026 in exchange for outstanding exchangeable shares (1:1), exempt under Section 4(a)(2) of the Securities Act.
• Effective February 4, 2026: Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws were filed (Exhibits 3.1 and 3.2).
• First Supplemental Indenture to the March 5, 2021 Indenture dated February 4, 2026, and a notice to holders of the 0.25% Convertible Senior Notes due 2026 were furnished (Exhibit 4.1 and 99.1).

Why It Matters

• The Merger and change in control affect corporate ownership and governance (new charter/bylaws were filed), which can influence strategic direction and board/management structure.
• The issuance of nearly 2.0 million shares to exchangeable‑share holders alters the company’s share count for those holders; the filing confirms the shares were issued via an exemption from registration.
• Convertible noteholders received formal notice of a supplemental indenture and potential repurchase/conversion events, which could affect the timing and economics for holders of the convertible debt.
• Investors should review the attached press release (Exhibit 99.2) and the convertible‑note notice (Exhibit 99.1) for full details and monitor any communications about listing status or additional changes tied to the Merger.