Thoma Bravo has agreed to acquire human capital management software leader Dayforce in a $12.3bn all-cash transaction, marking one of the year’s largest private equity-backed technology deals.

Under the terms, Dayforce shareholders will receive $70 per share, representing a 32% premium to the company’s unaffected share price before reports of the transaction. The deal also includes a minority investment from the Abu Dhabi Investment Authority (ADIA).

The Minneapolis and Toronto-based company will be taken private and continue to operate under the Dayforce brand. The move is designed to accelerate its growth trajectory, enhance customer value, and expand its AI-driven leadership in human capital management.

“Dayforce has always stood for a bold promise: to make work life better,” said David Ossip, Chair and CEO of Dayforce. “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, Managing Partner at Thoma Bravo, said: “We are thrilled to be investing in Dayforce, a clear category leader that is poised to define the future of HCM in the age of AI.” Partner Tara Gadgil added: “We are excited to build on this strong foundation and momentum alongside them, helping them to move faster, think bigger, and unlock even more market and product potential.”

The transaction, approved by Dayforce’s board, is expected to close in early 2026 pending shareholder and regulatory approvals.

Advisors on the deal included Evercore and Wachtell, Lipton, Rosen & Katz for Dayforce, while Goldman Sachs and J.P. Morgan acted as financial advisors to Thoma Bravo, supported by Kirkland & Ellis as legal counsel.

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