Item 8.01 Other Events.
On September 11, 2025, Dayforce, Inc. (the "Company") entered into a commitment agreement with Nationwide Life & Annuity Insurance Company and Nationwide Life Insurance Company (collectively, the "Insurer"), under which the Company's pension plan provided to certain current and former U.S. employees (as amended, the "Plan") purchased a nonparticipating single premium group annuity contract that will transfer to the Insurer all of the Plan's defined benefit pension obligations.
The transfer of the Plan's defined benefit pension obligations is expected to be completed in the third quarter of 2025. The contract covers approximately 6,200 participants and beneficiaries, subject to certain adjustments (the "Transferred Participants"). Under the group annuity contract, the Insurer has made an irrevocable commitment, and will be solely responsible, to pay the pension benefits of each Transferred Participant that are due on and after December 1, 2025. The transaction will not result in any changes to the amount of benefits payable to the Transferred Participants.
The purchase of the group annuity contract will be funded by Plan assets and a cash contribution by the Company of approximately $7 million. As a result of the purchase of the group annuity contract, the Company expects to recognize a one-time non-cash pre-tax pension settlement charge of approximately $170 million to $190 million in the third quarter of 2025. The actual charge will depend on finalization of the actuarial and other assumptions.