Thoma Bravo to Acquire Dayforce for $12.3 Billion in Major AI-Focused Move

Dayforce Inc., a leading provider of human capital management (HCM) software, announced on August 21, 2025, that it has entered into a definitive agreement to be acquired by private equity firm Thoma Bravo in an all-cash transaction valued at $12.3 billion. Under the terms of the agreement, Dayforce shareholders will receive $70.00 per share in cash, representing a 32% premium over the company's closing share price on August 15, 2025. The transaction includes a significant minority investment from a wholly owned subsidiary of the Abu Dhabi Investment Authority (ADIA) and is expected to close in early 2026, subject to customary closing conditions, including approval by Dayforce stockholders and receipt of required regulatory approvals.

Dayforce, formerly known as Ceridian HCM Holding, rebranded in February 2024 to align more closely with its flagship HCM platform. The company offers a comprehensive suite of human capital management tools, including payroll, tax filing, benefits, human resources, talent intelligence, workforce management, and recruitment technology. In September 2025, Dayforce was recognized as a Leader in the Gartner Magic Quadrant for Cloud HCM Suites for 1,000+ Employee Enterprises for the sixth consecutive year.

Thoma Bravo is one of the largest software-focused private equity firms globally, with approximately $184 billion in assets under management as of March 31, 2025. The firm has a history of investing in and acquiring software and technology companies, with over 530 such investments to date. Thoma Bravo's strategy involves partnering with portfolio companies to implement operational best practices and drive growth initiatives.

David Ossip, Chair and CEO of Dayforce, stated, "With Thoma Bravo, we are partnering with a truly special organization to accelerate our business—with our focus, resources, and product innovation all laser-pointed on leaping forward as the HCM leader for a world of work shaped by AI."

Holden Spaht, a Managing Partner at Thoma Bravo, commented, "Dayforce’s differentiated platform, global scale, and world-class team make it well-positioned to meet the growing and evolving needs of employers and employees around the world."

In October 2025, T. Rowe Price Associates, holding a 15.7% stake in Dayforce, announced its intention to vote against the proposed acquisition, describing the offer as "underwhelming" and expressing confidence in Dayforce's standalone growth prospects. T. Rowe Price stated that the recent stock market pessimism surrounding the sector is "temporary and misplaced," and that these forces "do not justify selling the company at an underwhelming valuation at this time."

As of November 7, 2025, Dayforce's stock is trading at $68.42 per share.

The acquisition of Dayforce by Thoma Bravo is part of a broader trend in the human capital management industry, where companies are increasingly focusing on AI-driven, single-platform solutions. This trend has led to a wave of mergers and acquisitions aimed at consolidating and enhancing the tools offered to clients. For instance, Paychex announced its acquisition of rival Paycor for $4.1 billion at the start of the year, while Automatic Data Processing acquired WorkForce Software last year.

Analysts suggest that the buyout would provide Dayforce with resources to accelerate AI development and expand internationally. Thoma Bravo's deep pockets could help the company reduce its debt burden and invest in growth initiatives.

The deal is expected to close in early 2026, subject to customary closing conditions, including approval by Dayforce stockholders and receipt of required regulatory approvals. The outcome of the shareholder vote, particularly the opposition from T. Rowe Price, will be a key factor in determining the success of the acquisition.

This acquisition highlights the growing influence of private equity in the software sector and underscores the strategic shift towards AI-driven solutions in human capital management. The involvement of ADIA also reflects the increasing role of sovereign wealth funds in technology investments.

As the human capital management industry continues to evolve, the consolidation of companies like Dayforce under private equity ownership may signal a new phase of growth and innovation, driven by substantial financial backing and a focus on technological advancement.