Dayforce Inc. stockholders approved the company’s pending acquisition by private‑equity firm Thoma Bravo at a special meeting held on November 12, 2025. The vote passed with 88.4 % of ballots cast and 78.8 % of the company’s voting power in favor, giving the deal a clear mandate from shareholders. The transaction values Dayforce at $12.3 billion, with shareholders receiving $70 in cash for each share of common stock – a 32 % premium over the company’s share price on August 15, 2025. The deal is expected to close in late 2025 or early 2026, at which point Dayforce will transition from a public to a private company under Thoma Bravo’s ownership.
Dayforce’s financial performance in the most recent quarter underscores the strategic timing of the transaction. In Q3 2025 the company generated $481.6 million in revenue, up 9.5 % from $440 million in Q3 2024, while reporting a net loss of $196.8 million compared with a net income of $2 million in the same quarter a year earlier. The loss reflects significant investments in product development and marketing, as well as one‑time restructuring charges, that have been offset by revenue growth. Full‑year 2024 results showed $1.76 billion in revenue, a 16.3 % increase from 2023, and $501.5 million in adjusted EBITDA, indicating a solid operating foundation that the new owners can build upon.
The acquisition is positioned to accelerate Dayforce’s AI‑driven product roadmap and to provide the capital and flexibility needed to pursue growth initiatives without the quarterly earnings pressure that accompanies public‑market reporting. By moving to private ownership, Dayforce can focus on long‑term product development, expand its AI capabilities, and invest in new market segments while avoiding the regulatory and disclosure burdens that come with being a listed company.
Dayforce’s CEO, David Ossip, said the partnership “amplifies our promise to make work life better” and will “enable us to accelerate our business, deepen customer impact, and continue to drive innovation.” Gerald Throop, Lead Independent Director, noted that the board believes the transaction will provide “immediate and substantial value to shareholders.” Holden Spaht, Managing Partner at Thoma Bravo, added that the firm is “thrilled to invest in a clear category leader poised to define the future of HCM in the age of AI.”
The deal reflects broader consolidation trends in the human‑capital‑management sector, where private‑equity firms are targeting companies with recurring revenue models and strong AI capabilities. The $70 per share offer, backed by a 32 % premium, signals confidence in Dayforce’s technology and market position. The transaction is expected to close in the next few months, after which Dayforce will operate as a private company, free to pursue its long‑term strategy without the constraints of public‑market expectations.
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