8-K: Dayforce Stockholders Approve Thoma Bravo Acquisition

Dayforce, Inc. stockholders have overwhelmingly approved the proposed acquisition by Thoma Bravo for US$70.00 per share in cash, moving the transaction closer to a late 2025 or early 2026 close.

Summary

• Dayforce, Inc. stockholders approved the acquisition by Thoma Bravo at a special meeting held on November 12, 2025.
• The Merger Agreement Proposal received 126,385,722 votes For, 16,551,731 Against, and 17,512 Abstain.
• Approximately 88.4% of votes cast, representing 78.8% of the voting power of outstanding stock, were in favor of the acquisition.
• Stockholders also approved, on an advisory non-binding basis, the executive compensation related to the merger, with 125,542,893 votes For.
• Under the terms, Dayforce stockholders will receive US$70.00 per share in cash for every share of common stock owned.
• The transaction is expected to close in late 2025 or early 2026, subject to customary closing conditions.

Sentiment

Score: 8

Explanation: The overwhelming stockholder approval of the acquisition is a significant positive step towards the completion of the transaction, providing certainty for the company's future under private ownership and a clear cash return for shareholders. The management's positive outlook on the partnership with Thoma Bravo further reinforces a strong sentiment, despite the inherent risks associated with any large transaction.

Positives

• Stockholders overwhelmingly approved the acquisition by Thoma Bravo, indicating strong support for the transaction.
• The approval of the merger agreement by 88.4% of votes cast provides certainty for the transaction's progression.
• The acquisition offers Dayforce stockholders a cash payout of US$70.00 per share.
• Management believes the partnership with Thoma Bravo will enable Dayforce to accelerate its business, deepen customer impact, and drive innovation.

Risks

• The timing, receipt, and terms of required governmental and regulatory approvals could delay or prevent the transaction.
• The occurrence of any event, change, or other circumstances could lead to the termination of the merger agreement.
• The parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all.
• The proposed transaction could disrupt management time from ongoing business operations.
• Announcements related to the proposed transaction could adversely affect Dayforce's common stock market price.
• There is a risk of unexpected costs or expenses resulting from the proposed transaction.
• Potential litigation relating to the proposed transaction.
• The transaction and its announcement could adversely affect Dayforce's ability to retain and hire key personnel, maintain relationships with customers, vendors, partners, employees, stockholders, and other business relationships, and impact its operating results and business generally.

Future Outlook

The acquisition by Thoma Bravo is expected to close in late 2025 or early 2026, subject to customary closing conditions and regulatory approvals. Management anticipates the partnership will accelerate Dayforce's business, enhance customer impact, and drive innovation.

Management Comments

• "This is an important milestone in our transaction with Thoma Bravo, and we thank our stockholders for their support."
• "Our partnership with Thoma Bravo will enable Dayforce to accelerate our business, deepen customer impact, and continue to drive innovation."

Industry Context

This acquisition highlights the ongoing trend of private equity firms, particularly those specializing in software like Thoma Bravo, investing in established human capital management (HCM) technology leaders. The HCM sector continues to be attractive for its recurring revenue models and critical role in enterprise operations, making companies like Dayforce prime targets for strategic acquisitions aimed at accelerating growth and market penetration through private ownership.

Comparison to Industry Standards

• The acquisition price of US$70.00 per share represents a premium over Dayforce's pre-announcement trading price, consistent with typical private equity takeovers of publicly traded companies in the software sector.
• Thoma Bravo's extensive portfolio of approximately 535 companies and $275 billion in enterprise value acquired or invested demonstrates its significant presence and expertise in the software and technology sectors, suggesting a strategic fit for Dayforce within a well-established private equity model.
• The transaction aligns with broader industry trends where private equity firms seek to acquire mature, cash-generating software companies to optimize operations, invest in R&D without public market pressures, and eventually exit at a higher valuation.

Stakeholder Impact

• Shareholders: Will receive US$70.00 per share in cash, representing a liquidity event and a premium for their shares.
• Employees: Potential for disruption or changes in management focus due to the transaction, but also opportunities for accelerated business growth and innovation under new ownership.
• Customers: Management anticipates deepened customer impact and continued innovation under Thoma Bravo's partnership.

Next Steps

• Satisfy customary closing conditions for the acquisition.
• Obtain required governmental and regulatory approvals.
• Complete the acquisition, expected in late 2025 or early 2026.

Key Dates

Recommendation

Given the overwhelming stockholder approval and the fixed cash acquisition price of US$70.00 per share, the stock's price is likely to trade very close to this offer price, minus any small discount for the time value of money and remaining closing risk. For investors, holding until the closing date to receive the cash payout is the most logical action, as significant upside beyond the offer price is unlikely. New investors would find limited arbitrage opportunity unless the stock trades significantly below $70.00, which is not indicated.

Keywords

Dayforce, Thoma Bravo, Acquisition, Merger, Human Capital Management, HCM, Stockholder Vote, Private Equity, NYSE:DAY, TSX:DAY