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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly reporting period ended September 30, 2025

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file number 001-38467

Dayforce, Inc.

(Exact name of registrant as specified in its charter)

     Delaware

     46-3231686

     (State or Other Jurisdiction of
Incorporation or Organization)

     (I.R.S. Employer
Identification Number)

3311 East Old Shakopee Road

Minneapolis, Minnesota 55425

(952) 853-8100

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

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

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common stock, $0.01 par value

     DAY

     New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 22, 2025, there were 160,034,963 shares of common stock, par value of $0.01 per share, outstanding.

Table of Contents

Dayforce, Inc.

Table of Contents


		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		3

PART I. FINANCIAL INFORMATION		6

Item 1.	Condensed Consolidated Financial Statements (unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	43

Item 4.	Controls and Procedures	44

PART II. OTHER INFORMATION		45

Item 1.	Legal Proceedings	45

Item 1A.	Risk Factors	45

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	47

Item 3.	Defaults Upon Senior Securities	47

Item 4.	Mine Safety Disclosures	47

Item 5.	Other Information	47

Item 6.	Exhibits	48

2 | Q3 2025 Form 10-Q

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q ("Form 10-Q") contains, or incorporates by reference, not only historical information, but also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and that are subject to the safe harbor created by those sections. Forward-looking statements include, without limitation, statements concerning the conditions of the human capital management solutions industry and our operations, performance, and financial condition, and include, in particular, statements relating to our business, growth strategies, product development efforts, and future expenses. Forward-looking statements can be identified by words such as “anticipate,” “intend,” “plan,” “seek,” “believe,” “estimate,” “expect,” “assume,” “project,” “could,” “continue,” “likely,” “may,” “will,” “should,” and similar references to future periods, or by the inclusion of forecasts or projections.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy, and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Consequently, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national, or global political, economic, business, competitive, market, and regulatory conditions. In particular:

•

the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Thoma Bravo Transaction (as defined below) that could delay the consummation of the Thoma Bravo Transaction or cause the parties to abandon the Thoma Bravo Transaction;

•

the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement (as defined below) entered into in connection with the Thoma Bravo Transaction;

•

the possibility that our stockholders may not approve the Thoma Bravo Transaction;

•

the risk that the parties to the Merger Agreement may not be able to satisfy the conditions to the Thoma Bravo Transaction in a timely manner or at all;

•

risks related to disruption of management time from ongoing business operations due to the Thoma Bravo Transaction;

•

the risk that any announcements relating to the Thoma Bravo Transaction could have adverse effects on the market price of our common stock;

•

the risk of any unexpected costs or expenses resulting from the Thoma Bravo Transaction;

•

the risk of any litigation relating to the Thoma Bravo Transaction;

•

the risk that the Thoma Bravo Transaction and its announcement could have an adverse effect on our ability to retain and hire key personnel and to maintain relationships with customers, vendors, partners, employees, stockholders and other business relationships and on our operating results and business generally;

•

our ability to continue to sustain and grow revenue from our recurring services solutions;

•

any information security breach of our systems or the loss of, or unauthorized access to, customer information or sensitive company information;

•

disruptions to the movement of funds to initiate payroll-related transactions on behalf of our customers, or customer inability to provide funds sufficient to cover the amounts paid on their behalf, or funds advanced to them via our Dayforce Wallet product;

•

our aging software infrastructure and technology;

•

our ability to manage our growth effectively;

•

our ability to compete effectively in the competitive markets in which we participate;

•

our exposure to risks inherent to our international sales and operations;

•

any failure to manage our technical operations infrastructure, or the impact of service outages or delays in the implementation of our applications, or the failure of our applications to perform properly;

•

our reliance on strategic relationships with third parties to drive additional growth;

3 | Q3 2025 Form 10-Q

Table of Contents

•

any failure to offer high-quality support services;

•

any dissatisfaction of our customers with the quality and pace of the implementation and professional services provided by us or our partners;

•

any loss of key employees or the inability to attract and retain highly skilled employees;

•

any loss of customer funds and wage funds of their employees that our trustees and third-party financial institution partners hold;

•

our acquisition of other companies or technologies;

•

the implementation of new accounting systems or other applications;

•

any failure to protect our intellectual property rights or any lawsuits against us for alleged infringement of third-party proprietary rights;

•

the use of open source software in our applications;

•

our failure, or the failure of our third-party service providers, to comply with laws and regulations, or to update our solutions to reflect changes in applicable laws and regulations;

•

additional regulatory requirements placed on our software and services;

•

any litigation and regulatory investigations aimed at us;

•

any actual or perceived failure to comply with evolving regulatory frameworks around the development and use of Artificial Intelligence;

•

our existing and future debt obligations;

•

volatility in the price of our common stock or the issuance of additional common stock;

•

our share repurchase program;

•

any change in our intention to not pay cash dividends in the foreseeable future;

•

provisions in our certificate of incorporation and bylaws and Delaware law that might discourage, delay or prevent a change of control of the Company or changes in our management;

•

any failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act;

•

adverse economic and market conditions, including, among other things, the potential effects of recessionary environments on customer employment levels, changes in interest rates affecting float revenue, uncertainties related to the adoption and impact of Artificial Intelligence, and our ability to sustain growth in a highly competitive industry;

•

fluctuations in our quarterly results;

•

catastrophic events and our disclosures and ambitions related to sustainability matters;

•

our being subject to taxation in multiple jurisdictions; and

•

any changes in generally accepted accounting principles in the United States.

Please refer to Part II, Item IA. “Risk Factors” of this Form 10-Q and Part I, Item IA, “Risk Factors” of our most recently filed Annual Report on Form 10-K, for the year ended December 31, 2024 (“2024 Form 10-K”), for a further description of these and other factors. Although we have attempted to identify important risk factors, there may be other risk factors not presently known to us or that we presently believe are not material that could cause actual results and developments to differ materially from those made in or suggested by the forward-looking statements contained in this Form 10-Q. If any of these risks materialize, or if any of the above assumptions underlying forward-looking statements prove incorrect, actual results and developments may differ materially from those made in or suggested by the forward-looking statements contained in this Form 10-Q. For the reasons described above, we caution against relying on any forward-looking statements. Any forward-looking statement made by us in this Form 10-Q speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or to revise any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by law. Comparisons of results for current and any prior

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periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should be viewed as historical data.

Investors and others should note that we have in the past announced, and expect in the future to continue to announce, material business and financial information to our investors using our investor relations website (www.investors.dayforce.com), our filings and furnishings with the Securities and Exchange Commission (“SEC”), webcasts, press releases, conference calls, and other channels of distribution that are compliant with SEC regulations.

In the future, we may also announce material business and financial information to our investors using our corporate X (formerly known as Twitter) account (@Dayforce), our blog (www.dayforce.com/blog), and our corporate LinkedIn account (www.linkedin.com/company/dayforce). We use these mediums, including our website, to communicate with investors and the general public about us, our products, and other issues. It is possible that the information that we make available on these mediums may be deemed to be material information. We therefore encourage investors and others interested in us to review the information that we make available through these channels.

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PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Dayforce, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)


	September 30,			December 31,
	2025			2024
(In millions, except per share data)
Assets
Current assets:
Cash and equivalents	$	627.6		$	579.7
Trade and other receivables, net		325.1			264.8
Prepaid expenses and other current assets		145.0			137.5
Total current assets before customer funds		1,097.7			982.0
Customer funds		4,433.8			5,001.5
Total current assets		5,531.5			5,983.5
Right of use lease assets, net		10.9			12.3
Property, plant, and equipment, net		232.6			223.7
Goodwill		2,384.9			2,336.7
Other intangible assets, net		129.6			189.2
Deferred sales commissions		262.4			231.8
Other assets		124.3			139.8
Total assets	$	8,676.2		$	9,117.0

Liabilities and stockholders' equity
Current liabilities:
Current portion of long-term debt	$	582.3		$	7.3
Current portion of long-term lease liabilities		5.6			5.7
Accounts payable		88.9			77.0
Deferred revenue		39.1			42.3
Employee compensation and benefits		111.7			126.8
Other accrued expenses		61.1			31.5
Total current liabilities before customer funds obligations		888.7			290.6
Customer funds obligations		4,413.3			5,024.2
Total current liabilities		5,302.0			5,314.8
Long-term debt, less current portion		631.1			1,209.1
Employee benefit plans		4.8			5.9
Long-term lease liabilities, less current portion		7.9			10.8
Other liabilities		35.7			30.1
Total liabilities		5,981.5			6,570.7
Commitments and contingencies (Note 13)
Stockholders’ equity:
Common stock, $0.01 par, 500.0 shares authorized, 160.0 and 159.0 shares issued and outstanding, respectively		1.6			1.6
Additional paid in capital		3,490.3			3,363.2
Accumulated deficit		(556.3	)		(335.8	)
Accumulated other comprehensive loss		(240.9	)		(482.7	)
Total stockholders’ equity		2,694.7			2,546.3
Total liabilities and stockholders' equity	$	8,676.2		$	9,117.0

See accompanying notes to condensed consolidated financial statements.

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Dayforce, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
(In millions, except per share data)
Revenue:
Recurring services	$	403.1		$	375.9		$	1,206.7		$	1,123.6
Professional services		78.5			64.1			221.4			171.2
Total revenue		481.6			440.0			1,428.1			1,294.8
Costs and expenses:
Costs of recurring services		95.6			87.4			286.7			265.1
Costs of professional services		83.9			75.1			241.8			210.8
Product development and management		59.3			55.4			175.9			166.8
Selling and marketing		86.8			85.8			257.3			246.6
General and administrative		81.2			63.4			211.2			178.4
Depreciation and amortization		44.3			52.1			151.4			151.5
Total costs and expenses		451.1			419.2			1,324.3			1,219.2
Operating profit		30.5			20.8			103.8			75.6
Interest expense, net		6.7			8.8			21.7			33.2
Other expense (income), net		176.7			(6.3	)		177.6			5.7
(Loss) income before income taxes		(152.9	)		18.3			(95.5	)		36.7
Income tax expense		43.9			16.3			65.1			29.4
Net (loss) income	$	(196.8	)	$	2.0		$	(160.6	)	$	7.3
Net (loss) income per share:
Basic	$	(1.23	)	$	0.01		$	(1.01	)	$	0.05
Diluted	$	(1.23	)	$	0.01		$	(1.01	)	$	0.05
Weighted average shares outstanding:
Basic		159.8			158.1			159.7			157.6
Diluted		159.8			159.7			159.7			159.9

See accompanying notes to condensed consolidated financial statements.

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Dayforce, Inc.

Condensed Consolidated Statements of Comprehensive (Loss) Income

(Unaudited)


	Three Months Ended September 30,					Nine Months Ended September 30,
	2025			2024		2025			2024
(In millions)
Net (loss) income	$	(196.8	)	$	2.0	$	(160.6	)	$	7.3
Items of other comprehensive income before income taxes:
Change in foreign currency translation adjustment		(7.9	)		18.1		57.5			(9.4	)
Change in unrealized loss from invested customer funds		11.1			58.6		43.5			58.3
Change in pension liability adjustment		191.2			2.8		200.9			8.8
Other comprehensive income before income taxes		194.4			79.5		301.9			57.7
Income tax expense, net		49.2			16.1		60.1			17.6
Other comprehensive income after income taxes		145.2			63.4		241.8			40.1
Comprehensive (loss) income	$	(51.6	)	$	65.4	$	81.2		$	47.4

See accompanying notes to condensed consolidated financial statements.

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Dayforce, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)


	Common Stock					Additional Paid In			Accumulated			Accumulated Other Comprehensive			Total Stockholders'
	Shares			$		Capital			Deficit			Loss			Equity
(In millions)
Balance as of December 31, 2024		159.0		$	1.6	$	3,363.2		$	(335.8	)	$	(482.7	)	$	2,546.3
Net income		—			—		—			14.9			—			14.9
Issuance of common stock under share-based compensation plans		1.5			—		4.4			—			—			4.4
Taxes paid related to the net share settlement of equity awards		—			—		(17.1	)		—			—			(17.1	)
Repurchases of common stock		(0.5	)		—		—			(30.4	)		—			(30.4	)
Share-based compensation		—			—		40.9			—			—			40.9
Foreign currency translation		—			—		—			—			10.7			10.7
Change in unrealized loss, net of tax of $6.4		—			—		—			—			18.5			18.5
Change in pension liability adjustment, net of tax of $1.3		—			—		—			—			3.9			3.9
Balance as of March 31, 2025		160.0		$	1.6	$	3,391.4		$	(351.3	)	$	(449.6	)	$	2,592.1
Net income		—			—		—			21.3			—			21.3
Issuance of common stock under share-based compensation plans		0.2			—		4.5			—			—			4.5
Taxes paid related to the net share settlement of equity awards		—			—		(1.4	)		—			—			(1.4	)
Repurchases of common stock		(0.4	)		—		—			(20.8	)		—			(20.8	)
Share-based compensation		—			—		43.1			—			—			43.1
Foreign currency translation		—			—		—			—			54.7			54.7
Change in unrealized loss, net of tax of $2.0		—			—		—			—			5.5			5.5
Change in pension liability adjustment, net of tax of $1.2		—			—		—			—			3.3			3.3
Balance as of June 30, 2025		159.8		$	1.6	$	3,437.6		$	(350.8	)	$	(386.1	)	$	2,702.3
Net loss		—			—		—			(196.8	)		—			(196.8	)
Issuance of common stock under share-based compensation plans		0.4			—		13.6			—			—			13.6
Taxes paid related to the net share settlement of equity awards		—			—		(0.5	)		—			—			(0.5	)
Repurchases of common stock		(0.2	)		—		—			(8.7	)		—			(8.7	)
Share-based compensation		—			—		39.6			—			—			39.6
Foreign currency translation		—			—		—			—			(7.9	)		(7.9	)
Change in unrealized loss, net of tax of $2.9		—			—		—			—			8.2			8.2
Change in pension liability adjustment, net of tax of $46.3		—			—		—			—			144.9			144.9
Balance as of September 30, 2025		160.0		$	1.6	$	3,490.3		$	(556.3	)	$	(240.9	)	$	2,694.7

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	Common Stock					Additional Paid In			Accumulated			Accumulated Other Comprehensive			Total Stockholders'
	Shares			$		Capital			Deficit			Loss			Equity
(In millions)
Balance as of December 31, 2023		156.3		$	1.6	$	3,151.1		$	(317.8	)	$	(436.7	)	$	2,398.2
Net income		—			—		—			7.1			—			7.1
Issuance of common stock under share-based compensation plans		1.6			—		21.7			—			—			21.7
Taxes paid related to the net share settlement of equity awards		—			—		(6.4	)		—			—			(6.4	)
Share-based compensation		—			—		38.0			—			—			38.0
Foreign currency translation		—			—		—			—			(22.7	)		(22.7	)
Change in unrealized loss, net of tax of ($1.9)		—			—		—			—			(5.5	)		(5.5	)
Change in pension liability adjustment, net of tax of $0.8		—			—		—			—			2.4			2.4
Balance as of March 31, 2024		157.9		$	1.6	$	3,204.4		$	(310.7	)	$	(462.5	)	$	2,432.8
Net loss		—			—		—			(1.8	)		—			(1.8	)
Issuance of common stock under share-based compensation plans		1.9			—		5.7			—			—			5.7
Taxes paid related to the net share settlement of equity awards		—			—		(4.2	)		—			—			(4.2	)
Share-based compensation		—			—		40.8			—			—			40.8
Foreign currency translation		—			—		—			—			(4.8	)		(4.8	)
Change in unrealized loss, net of tax of $1.9		—			—		—			—			5.2			5.2
Change in pension liability adjustment, net of tax of $0.7		—			—		—			—			2.1			2.1
Balance as of June 30, 2024		159.8		$	1.6	$	3,246.7		$	(312.5	)	$	(460.0	)	$	2,475.8
Net income		—			—		—			2.0			—			2.0
Issuance of common stock under share-based compensation plans		(1.5	)		—		5.3			—			—			5.3
Taxes paid related to the net share settlement of equity awards		—			—		(0.1	)		—			—			(0.1	)
Repurchases of common stock		(0.5	)		—		—			(30.0	)		—			(30.0	)
Share-based compensation		—			—		39.6			—			—			39.6
Foreign currency translation		—			—		—			—			18.1			18.1
Change in unrealized loss, net of tax of $15.4		—			—		—			—			43.2			43.2
Change in pension liability adjustment, net of tax of $0.7		—			—		—			—			2.1			2.1
Balance as of September 30, 2024		157.8		$	1.6	$	3,291.5		$	(340.5	)	$	(396.6	)	$	2,556.0

See accompanying notes to condensed consolidated financial statements.

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Dayforce, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Nine Months Ended September 30,
	2025			2024
(In millions)
Cash flows from operating activities
Net (loss) income	$	(160.6	)	$	7.3
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Deferred income tax benefit		(32.2	)		(27.5	)
Depreciation and amortization		151.4			151.5
Amortization of debt issuance costs and debt discount		3.4			3.2
Loss on debt extinguishment		—			4.3
Provision for doubtful accounts		8.5			4.7
Net periodic pension and postretirement cost		186.7			7.6
Share-based compensation expense		139.1			118.4
Change in fair value of contingent consideration		—			9.0
Other		(0.2	)		(1.2	)
Changes in operating assets and liabilities, excluding effects of acquisitions:
Trade and other receivables		(72.2	)		(26.2	)
Prepaid expenses and other current assets		(17.1	)		(4.5	)
Deferred sales commissions		(27.0	)		(22.9	)
Accounts payable and other accrued expenses		9.1			5.9
Deferred revenue		(5.0	)		(6.5	)
Employee compensation and benefits		(19.3	)		(16.1	)
Accrued taxes		44.6			22.5
Payment of contingent consideration		—			(20.9	)
Other assets and liabilities		(15.7	)		(8.5	)
Net cash provided by operating activities		193.5			200.1

Cash flows from investing activities
Purchases of customer funds marketable securities		(555.8	)		(483.2	)
Proceeds from sale and maturity of customer funds marketable securities		342.8			283.4
Purchases of marketable securities		(3.7	)		(10.0	)
Proceeds from sale and maturity of marketable securities		11.5			7.6
Expenditures for property, plant, and equipment		(9.9	)		(8.7	)
Expenditures for software and technology		(72.0	)		(74.1	)
Acquisition costs, net of cash acquired		(5.5	)		(173.1	)
Net cash used in investing activities		(292.6	)		(458.1	)

Cash flows from financing activities
Decrease in customer funds obligations, net		(659.6	)		(1,049.9	)
Proceeds from issuance of common stock under share-based compensation plans		22.5			32.7
Taxes paid related to the net share settlement of awards under share-based compensation plans		(19.0	)		(10.7	)
Repurchases of common stock		(59.9	)		(28.8	)
Proceeds from debt issuance		—			650.0
Repayment of long-term debt obligations		(5.5	)		(646.5	)
Payment of debt refinancing costs		(1.2	)		(11.4	)
Payment of contingent consideration		—			(3.0	)
Net cash used in financing activities		(722.7	)		(1,067.6	)

Effect of exchange rate changes on cash, restricted cash, and equivalents		12.6			(18.2	)
Net decrease in cash, restricted cash, and equivalents		(809.2	)		(1,343.8	)
Cash, restricted cash, and equivalents at beginning of period		3,253.9			3,421.4
Cash, restricted cash, and equivalents at end of period	$	2,444.7		$	2,077.6

Reconciliation of cash, restricted cash, and equivalents to the condensed consolidated balance sheets
Cash and equivalents	$	627.6		$	494.1
Restricted cash and equivalents included in customer funds		1,817.1			1,583.5
Total cash, restricted cash, and equivalents	$	2,444.7		$	2,077.6

See accompanying notes to condensed consolidated financial statements.

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Dayforce, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Organization

Dayforce, Inc. and its direct and indirect subsidiaries (also referred to in this report as “we,” “our,” “us,” or the “Company”) offer a broad range of services and software designed to help employers more effectively manage employment processes, such as payroll, payroll-related tax filing, human resource information systems, employee self-service, time and labor management, employee assistance programs, and recruitment and applicant screening. Our technology-based services are typically provided through long-term customer relationships that result in a high level of recurring revenue. While we operate in 19 countries globally, our operations are primarily located in the United States and Canada.

Pending Transaction with Thoma Bravo

On August 20, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) under which, on the terms and subject to the conditions thereof, certain affiliates of Thoma Bravo, L.P. (“Thoma Bravo”) will acquire Dayforce for $70.00 in cash per share of Dayforce common stock for a total enterprise value of approximately $12.3 billion, and Dayforce will become a privately-held company. We expect to complete the transaction, which we refer to herein as the “Thoma Bravo Transaction,” in late 2025 or early 2026, subject to fulfillment of customary closing conditions, including approval of Dayforce stockholders and receipt of required regulatory approvals.

At the effective time (the “Effective Time”) of the Thoma Bravo Transaction, each issued and outstanding share of Dayforce common stock, par value $0.01 per share, as of immediately prior to the Effective Time (other than certain excluded shares) will be converted into the right to receive $70.00 in cash, without interest (the “Merger Consideration”). Also at the Effective Time, (1) each vested Dayforce stock option with an exercise price less than the Merger Consideration will be converted into the right to receive a cash payment based on the Merger Consideration and the applicable exercise price, (2) each vested Dayforce restricted stock unit (“RSU”), each Dayforce RSU held by a non-employee director (whether or not vested) and vested Dayforce performance-based restricted stock unit (“PSU”) will be converted into the right to receive a cash payment based on the Merger Consideration, and (3) each other unvested Dayforce RSU and unvested Dayforce PSU will be converted into an award representing the right to receive a cash payment based on the Merger Consideration (or for holders who are residents of Canada, or other non-U.S. jurisdictions and who are otherwise jointly designated by the Company and Dawn Bidco, LLC (“Parent”), where the conversion to a cash award would result in adverse tax consequences on such holders, a right to receive shares of non-voting preferred stock in a direct or indirect sole equity-holder of Parent with a fixed value per share equal to the merger consideration), which award will be subject to the same terms and conditions that applied to the corresponding Dayforce awards immediately prior to the Effective Time (except that any performance conditions will be deemed achieved at 100% of target performance levels and subject to other specified exceptions). Each unvested Dayforce stock option, and each Dayforce stock option with an exercise price equal to or greater than the Merger Consideration, will be cancelled without consideration.

In connection with the Thoma Bravo Transaction, we incurred non-recurring acquisition and transaction fees of $22.2 million for the three and nine months ended September 30, 2025, which are included in general and administrative in the condensed consolidated statements of operations. These costs primarily included legal and advisory fees, and other acquisition-related costs.

Additional information on the Thoma Bravo Transaction is set forth in this Form 10-Q in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 1A, “Risk Factors.”

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements. The accounting policies we follow are set forth in Part II, Item 8, Note 2, “Summary of Significant Accounting Policies,” to our audited consolidated financial statements in our 2024 Form 10-K. The following notes should be read in conjunction with these policies and other disclosures in our 2024 Form 10-K.

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In the opinion of management, the unaudited condensed consolidated financial statements contained herein reflect all adjustments (consisting only of normal recurring adjustments, except as set forth in these notes to the condensed consolidated financial statements) necessary to present fairly in all material respects the financial position, results of operations, comprehensive (loss) income, and cash flows from all periods presented. Interim results are not necessarily indicative of results for a full year.

Recently Issued Accounting Pronouncements from the Financial Accounting Standards Board

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires the disaggregation of certain expenses in the notes of the financial statements, to provide enhanced transparency into the expense captions presented on the condensed consolidated statements of operations. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027 and may be applied either prospectively or retrospectively. We are currently evaluating the impact that ASU 2024-03 will have on our condensed consolidated financial statements and related disclosures, including the adoption date and transition method.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures, which requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendment in the ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendment is effective for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the presentational impact that this ASU will have on our condensed consolidated financial statements.

Segment Information

We operate as a single reporting unit, a single operating segment and a single reporting segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker ("CODM") in deciding how to allocate resources and assessing performance. Our CODM is our chief executive officer ("CEO"). Our CODM uses operating profit as the measure of segment profitability to assess performance.

In addition to the information contained in the condensed consolidated statements of operations, the significant segment expense category regularly provided to the CODM is labor and benefits. Both operating profit and labor and benefits expense are used to monitor budget versus actual results to assess performance of the segment. The labor and benefits expense information provided to the CODM primarily consists of base salaries and wages, payroll taxes, healthcare and insurance benefits, and retirement benefits. Expenses related to share-based compensation, incentive compensation, commissions, and external consulting and contract labor are excluded.

The following table sets forth our segment information of revenue, expenses, and operating profit:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(in millions)
Revenue	$	481.6	$	440.0	$	1,428.1	$	1,294.8
Labor and benefits		178.4		181.4		536.2		534.7
Other expenses		272.7		237.8		788.1		684.5
Operating profit	$	30.5	$	20.8	$	103.8	$	75.6

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Other Expense (Income), Net

Our other expense (income), net consisted of the following:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
	(in millions)
Net periodic pension and postretirement costs	$	177.1		$	2.5		$	186.7		$	7.6
Other income		(0.4	)		(8.8	)		(9.1	)		(1.9	)
Other expense (income), net	$	176.7		$	(6.3	)	$	177.6		$	5.7

Reclassifications

Beginning in 2025, we have reclassified depreciation and amortization in our condensed consolidated statements of operations into a single financial statement line item. We made this change to enhance comparability with our peers and to better align reporting with how management assesses performance. Application of this change is being made on a retrospective basis. The following presents the line items in which depreciation and amortization were previously included for the periods presented:


	Three Months Ended September 30, 2024		Nine Months Ended September 30, 2024
	(In millions)
Cost of revenue	$	20.8	$	58.6
Selling and marketing		0.6		1.9
General and administrative		30.7		91.0
Total depreciation and amortization	$	52.1	$	151.5

Efficiency Plan

On February 26, 2025, we announced an efficiency plan which included a reduction of approximately 5% of our workforce. The headcount reduction was substantially completed by March 31, 2025. In connection with this plan, we incurred non-recurring restructuring charges in the nine months ended September 30, 2025 of approximately $31.9 million, including severance payments, employee benefits and related costs, and non-cash charges for share-based compensation. No charges were incurred during the three months ended September 30, 2025. These charges were recorded in all line items in costs and expenses in the condensed consolidated statements of operations, excluding depreciation and amortization. For the nine months ended September 30, 2025, there were $29.1 million of restructuring charges paid or otherwise settled. As of September 30, 2025, the liability associated with this plan was $2.8 million.

3. Fair Value Measurements

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis


	September 30, 2025
	Level 1		Level 2			Level 3		Total
	(In millions)
Assets
Available for sale customer funds assets	$	—	$	2,616.7	(a)	$	—	$	2,616.7
Total assets measured at fair value	$	—	$	2,616.7		$	—	$	2,616.7


	December 31, 2024
	Level 1		Level 2			Level 3		Total
	(In millions)
Assets
Available for sale customer funds assets	$	—	$	2,327.3	(a)	$	—	$	2,327.3
Total assets measured at fair value	$	—	$	2,327.3		$	—	$	2,327.3

(a)

Fair value is based on inputs that are observable for the asset or liability, other than quoted prices.

14 | Q3 2025 Form 10-Q

Table of Contents

Financial Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

During the nine months ended September 30, 2025 and the year ended December 31, 2024, assets acquired and liabilities assumed as part of a business combination, and liabilities recognized as a part of a debt issuance, were measured at fair value on a nonrecurring basis.

4. Customer Funds

Overview

In certain jurisdictions, we collect funds for payment of payroll and taxes; temporarily hold such funds until payment is due; remit the funds to the customers’ employees and appropriate taxing authorities; file federal, state, and local tax returns; and handle related regulatory correspondence and amendments. The customer assets are held in segregated accounts intended for the specific purpose of satisfying customer funding obligations and therefore are not freely available for our general business use. In the U.S. and Canada, these customer funds are held in trusts.

Our customer funds are held and invested with the primary objectives being to protect the principal balance and to ensure adequate liquidity to meet cash flow requirements. Accordingly, we maintain on average approximately 45% to 55% of customer funds in liquidity portfolios with maturities ranging from one to 120 days, consisting of high-quality bank deposits, money market mutual funds, commercial paper, or collateralized short-term investments; and we maintain on average approximately 45% to 55% of customer funds in fixed income portfolios with maturities ranging from 120 days to 10 years, consisting of U.S. Treasury and agency securities, Canada government and provincial securities, as well as highly rated asset-backed, mortgage-backed, municipal, corporate, and bank securities. To maintain sufficient liquidity to meet payment obligations, we also have financing arrangements and may pledge fixed income securities for short-term financing.

Financial Statement Presentation

Investment income from invested customer funds, also referred to as float revenue or float, is a component of our compensation for providing services under agreements with our customers. Investment income from invested customer funds included in recurring revenue was $42.2 million and $45.6 million for the three months ended September 30, 2025, and 2024, respectively, and $144.9 million and $155.2 million for the nine months ended September 30, 2025, and 2024, respectively. Investment income includes interest income, realized gains and losses from sales of customer funds’ investments, and unrealized credit losses determined to be unrecoverable.

The amortized cost of customer funds as of September 30, 2025, and December 31, 2024, is the original cost of assets acquired. The amortized cost and fair values of investments of customer funds available for sale were as follows:


	September 30, 2025
	Amortized		Gross Unrealized					Fair
	Cost		Gain		Loss			Value
	(In millions)
Money market securities, investments carried at cost and other cash equivalents	$	1,786.0	$	—	$	—		$	1,786.0
Available for sale investments:
U.S. government and agency securities		873.1		6.2		(11.0	)		868.3
Canadian and provincial government securities		493.0		6.7		(1.2	)		498.5
Corporate debt securities

Dayforce, Inc. 10-Q