Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch 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 submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor 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 April 30, 2025, there were159,881,069shares of common stock, par value of $0.01 per share, outstanding. Dayforce, Inc. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS PART I. FINANCIAL INFORMATIONItem 1.Condensed Consolidated Financial Statements (unaudited)Item 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3.Quantitative and Qualitative Disclosures about Market Risk 2|img445317Q1 2025 Form 10-Q CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ThisQuarterly Report on Form 10-Q("Form 10-Q")contains,or incorporates by reference,not only historicalinformation, but also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, asamended (“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, withoutlimitation,statements concerning the conditions of the human capital management solutions industry and our Forward-looking statements are based on our current expectations and assumptions regarding our business, theeconomy, and other future conditions. Because forward-looking statements relate to the future, by their nature, they aresubject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Consequently, our •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 informationor sensitive company information; •disruptions to the movement of funds to initiate payroll-related transactions on behalf of our customers, orcustomer inability to provide funds sufficient to cover the amounts paid on their behalf, or funds advanced tothem 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 theimplementation of our applications, or the failure of our applications to perform properly; •our reliance on strategic relationships with third parties to drive additional growth; •any failure to offer high-quality support services; •any dissatisfaction of our customers with the quality and pace of the implementation and professional servicesprovided 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 financialinstitution 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 updateour 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; img445317Q1 2025 Form 10-Q •any actual or perceived fai