SCHEDULE: T. Rowe Price Opposes Dayforce Acquisition by Thoma Bravo

T. Rowe Price Associates, a major shareholder, has filed a Schedule 13D to formally oppose Thoma Bravo's proposed acquisition of Dayforce, Inc.

Summary

• T. Rowe Price Associates, Inc. (Reporting Person) beneficially owns 24,801,614 shares of Dayforce, Inc. Common Stock.
• This represents 15.5% of Dayforce's outstanding voting stock, based on 159,957,342 shares of voting stock as of September 25, 2025.
• The shares were acquired for investment purposes, with purchase prices ranging from $22.00 to $129.87, using cash reserves of managed funds and accounts.
• T. Rowe Price has issued an open letter outlining its opposition to the proposed acquisition of Dayforce by Thoma Bravo, as described in Dayforce's Proxy Statement filed on September 29, 2025.
• T. Rowe Price intends to vote against the proposal to approve the Proposed Acquisition at the special meeting of stockholders scheduled for November 12, 2025.
• This Schedule 13D supersedes a previous Schedule 13G, indicating a shift from passive to active investment intent regarding Dayforce.

Sentiment

Score: 3

Explanation: The sentiment is negative regarding the proposed acquisition, as a major shareholder is actively opposing it, suggesting dissatisfaction with the terms. However, it's positive that a large investor is advocating for shareholder value, which could lead to a better outcome.

Positives

• T. Rowe Price believes Dayforce shares represented an attractive investment opportunity when initially purchased.
• Active engagement by a significant institutional investor like T. Rowe Price (15.5% stake) could lead to a better outcome for shareholders if the proposed acquisition is deemed undervalued.

Negatives

• A major shareholder's formal opposition suggests the proposed acquisition by Thoma Bravo may undervalue Dayforce or offer unfavorable terms to shareholders.
• Opposition from a 15.5% shareholder introduces significant uncertainty regarding the successful completion of the acquisition.

Risks

• The proposed acquisition by Thoma Bravo faces a material risk of failure due to significant shareholder opposition from T. Rowe Price.
• Uncertainty regarding Dayforce's future strategic direction and valuation if the acquisition does not proceed.
• Potential for prolonged discussions or disagreements between Dayforce's management/board and shareholders regarding the company's value and strategic alternatives.

Future Outlook

T. Rowe Price intends to continuously review its investment in Dayforce. Depending on factors such as the outcome of discussions, Dayforce's financial position, strategic direction, board actions, Common Stock price levels, other investment opportunities, and general economic conditions, T. Rowe Price may purchase additional securities, dispose of any or all of its securities, or engage in short selling, hedging, or similar transactions. T. Rowe Price may also reconsider its position or change its purpose with respect to the investment at any time.

Management Comments

• "The Reporting Person acquired such shares of Common Stock because it believed that the shares of Common Stock reported herein, when purchased, represented an attractive investment opportunity."
• "The Reporting Person issued an open letter outlining the reasons for its opposition to the proposed acquisition of the Issuer by Thoma Bravo."
• "The Reporting Person intends to vote against the proposal to approve the Proposed Acquisition being presented at the upcoming special meeting of stockholders of the Issuer to be held on November 12, 2025."

Industry Context

This filing highlights a significant institutional investor's active opposition to a proposed private equity acquisition, a common occurrence when shareholders believe a company is being undervalued. Such actions can influence other institutional investors and potentially lead to renegotiated terms or the termination of the deal, impacting M&A activity in the software and human capital management (HCM) technology sector. This scenario underscores the importance of shareholder approval in major corporate transactions.

Comparison to Industry Standards

• T. Rowe Price's 15.5% stake in Dayforce is a substantial position for an institutional investor, granting them significant leverage in opposing a deal, comparable to activist investors like Elliott Management or Starboard Value in similar situations.
• The opposition to a private equity buyout, such as Thoma Bravo's, is not uncommon, especially in the tech sector where growth potential can be underestimated by public market valuations, often leading to activist campaigns for higher prices.
• The use of an open letter and a stated intention to vote against the deal aligns with standard practices for shareholder activism in response to perceived undervaluation in M&A transactions, aiming to either block the deal or force improved terms.

Stakeholder Impact

• Shareholders: Potential for increased shareholder value if T. Rowe Price's opposition leads to a higher acquisition price or if the deal is terminated, allowing Dayforce to pursue independent growth. Conversely, uncertainty could impact share price.
• Dayforce Management/Board: Increased pressure to justify the proposed acquisition or explore alternative strategies in response to significant shareholder dissent.
• Thoma Bravo: Faces a potential challenge to their acquisition strategy, which may require renegotiation of terms or withdrawal of the offer.

Next Steps

• The special meeting of stockholders to vote on the proposed acquisition is scheduled for November 12, 2025.
• T. Rowe Price may continue to engage in discussions with Dayforce's management, board, other stockholders, and interested parties regarding the Proposed Acquisition, business, prospects, and strategies to enhance stockholder value.
• T. Rowe Price may take further actions with respect to its investment, including purchasing or disposing of additional securities, or engaging in hedging transactions, based on market conditions and strategic developments.

Key Dates

Recommendation

T. Rowe Price's significant stake and active opposition to the proposed acquisition introduce considerable uncertainty but also potential upside. If the opposition leads to a higher bid, existing shareholders would benefit. If the deal collapses, the company's independent value proposition would be re-evaluated. Therefore, a 'hold' recommendation allows investors to await clarity on the acquisition's fate and potential revised terms, rather than selling into uncertainty or buying into a potentially contested deal.

Keywords

Dayforce Inc., Thoma Bravo, T. Rowe Price, Acquisition, Schedule 13D, Shareholder Activism, Corporate Governance, Investment Management, Common Stock