Thoma Bravo Completes Acquisition of Dayforce

Executive Summary

• Thoma Bravo completed its acquisition of Dayforce, Inc., paying approximately US$12.3 billion and issuing US$70.00 per share in cash to Dayforce shareholders.
• Dayforce’s common stock has been delisted from the NYSE and TSX following shareholder approval at the special meeting on 2025‑11‑12.
• The transaction positions Dayforce to scale its AI‑powered HCM platform under Thoma Bravo’s ownership, with both parties citing strong growth opportunities.

Key Details

• Transaction Value: ~US$12.3 billion total consideration.
• Per‑Share Cash Payment: US$70.00 cash for each Dayforce common share held.
• Closing Date: February 4, 2026 (press release date).
• Shareholder Approval: Special meeting of Dayforce stockholders on November 12, 2025 approved the deal.
• Delisting: Dayforce’s shares ceased trading and were removed from the New York Stock Exchange and Toronto Stock Exchange effective upon closing.
• Strategic Rationale (Dayforce): “Advance our promise to make work life better as an AI‑powered people platform” – scaling business, enhancing customer value, driving innovation.
• Strategic Rationale (Thoma Bravo): Accelerate growth of an HCM leader; leverage demand for AI‑driven HR technologies; expand market reach and product capabilities.
• Advisors:
• Dayforce – Financial: Evercore; Legal: Wachtell, Lipton, Rosen & Katz.
• Thoma Bravo – Financial: Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC; Legal: Kirkland & Ellis LLP.

Notable Quotes

• David Ossip, Chair and CEO of Dayforce: “Today marks a pivotal moment for Dayforce… With Thoma Bravo’s support, we are even better positioned to scale our business…”
• Holden Spaht, Managing Partner, Thoma Bravo: “We are excited to welcome Dayforce to Thoma Bravo’s portfolio and together unlock their next phase of growth.”

Materiality Assessment: Material – Positive (significant transaction affecting ownership, cash proceeds to shareholders, and future strategic direction).